Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-39789 |
Entity Registrant Name | FUSION FUEL GREEN PLC |
Entity Central Index Key | 0001819794 |
Entity Incorporation, State or Country Code | L2 |
Entity Address, Address Line One | The Victorians |
Entity Address, Address Line Two | 15-18 Earlsfort Terrace |
Entity Address, Address Line Three | Saint Kevin’s |
Entity Address, City or Town | Dublin 2 |
Entity Address, Country | IE |
Entity Address, Postal Zip Code | D02 YX28 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 13,805,648 |
Auditor Firm ID | 1116 |
Auditor Name | KPMG |
Auditor Location | Dublin, Ireland |
Class A Ordinary Shares, | |
Entity Addresses [Line Items] | |
Title of 12(b) Security | Class A Ordinary Shares, |
Trading Symbol | HTOO |
Security Exchange Name | NASDAQ |
Warrants to purchase Ordinary Shares | |
Entity Addresses [Line Items] | |
Title of 12(b) Security | Warrants to purchase Ordinary Shares |
Trading Symbol | HTOOW |
Security Exchange Name | NASDAQ |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | The Victorians |
Entity Address, Address Line Two | 15-18 Earlsfort Terrace |
Entity Address, Address Line Three | Saint Kevin’s |
Entity Address, City or Town | Dublin 2 |
Entity Address, Country | IE |
Entity Address, Postal Zip Code | D02 YX28 |
City Area Code | +353 |
Local Phone Number | 1 920 1000 |
Contact Personnel Name | Frederico Figueira de Chaves |
Consolidated statement of finan
Consolidated statement of financial position - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Non-current assets | ||
Property, plant and equipment | € 21,273 | € 18,111 |
Intangible assets | 5,350 | 3,847 |
Total non-current assets | 26,623 | 21,958 |
Current assets | ||
Inventory | 22,336 | 3,685 |
Prepayments and other receivables | 8,242 | 8,472 |
Financial asset investments at fair value through profit or loss | 27,453 | |
Cash and cash equivalents | 8,164 | 7,681 |
Total current assets | 38,742 | 47,291 |
Total assets | 65,365 | 69,249 |
Non-current liabilities | ||
Lease liability | 7,651 | 411 |
Deferred income | 2,925 | |
Total non-current liabilities | 10,576 | 411 |
Current liabilities | ||
Trade and other payables | 7,262 | 2,877 |
Provisions | 8,403 | |
Deferred income | 186 | |
Cost accruals | 1,934 | 1,178 |
Derivative financial instruments – warrants | 7,651 | 15,271 |
Total current liabilities | 25,436 | 19,326 |
Total liabilities | 36,012 | 19,737 |
Net assets | 29,353 | 49,512 |
Equity | ||
Share capital | 2 | 2 |
Share premium | 217,156 | 213,477 |
Share-based payments reserve | 3,972 | 463 |
Retained earnings | (191,777) | (164,430) |
Total equity | € 29,353 | € 49,512 |
Consolidated statement of profi
Consolidated statement of profit or loss and other comprehensive income - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Revenue | |||
Cost of sales – onerous contract provision | (8,403) | ||
Cost of sales – write-off of inventory | (362) | ||
Gross loss | (8,765) | ||
Operating expenses | |||
Other income | 172 | ||
Administration expenses | (18,416) | (7,510) | (3,350) |
Research and development expense | (908) | (182) | |
Share-based payment (expense)/ credit | (3,509) | 841 | (1,438) |
Impairment of property, plant and equipment | (3,321) | ||
Operating loss | (34,747) | (6,851) | (4,788) |
Net finance income | |||
Finance income | 1,379 | 2,713 | 2 |
Interest receivable and similar income | 25 | ||
Finance costs | (962) | (23) | (677) |
Listing expenses | (177,146) | ||
Derivative financial instruments at FVTPL | 7,620 | 28,354 | (521) |
Net finance income/ (costs) | 8,062 | 31,044 | (178,342) |
Share of losses of equity-accounted investees | (628) | (629) | |
(Loss) / profit before tax | (27,313) | 23,564 | (183,130) |
Income tax expense | (34) | ||
Total comprehensive (loss) / income for the year | € (27,347) | € 23,564 | € (183,130) |
Basic (loss)/ earnings per share | € (2.05) | € 1.80 | € (68.53) |
Diluted (loss)/ earnings per share | € (2.05) | € 1.79 | € (68.53) |
Consolidated statement of chang
Consolidated statement of changes in equity - EUR (€) € in Thousands | Issued capital [member] | Share premium [member] | Sharebased Payment Reserve [Member] | Retained earnings [member] | Total |
Beginning balance, value at Dec. 31, 2019 | € 3 | € (2) | € 1 | ||
Beginning balance (in Shares) at Dec. 31, 2019 | 2,125,000 | ||||
IfrsStatementLineItems [Line Items] | |||||
Loss during the year | (183,130) | (183,130) | |||
Issue of share capital: | |||||
HL Acquisition Transaction | € 1 | 139,027 | (3,566) | 135,462 | |
HL Acquisition Transaction (in Shares) | 7,033,356 | ||||
PIPE Financing | 48,429 | (1,430) | 46,999 | ||
PIPE Financing (in Shares) | 2,450,000 | ||||
Exercise of warrants | 4,178 | 4,178 | |||
Exercise of Warrants (in Shares) | 445,861 | ||||
Derecognition of warrant liability on exercise | 2,416 | 2,416 | |||
Share based payments: | |||||
Equity-settled share-based compensation | 1,438 | 1,438 | |||
Ending balance, value at Dec. 31, 2020 | € 1 | 194,053 | 1,438 | (188,128) | 7,364 |
Ending balance (in Shares) at Dec. 31, 2020 | 12,054,217 | ||||
IfrsStatementLineItems [Line Items] | |||||
Loss during the year | 23,564 | 23,564 | |||
Total comprehensive income for the year | 23,564 | 23,564 | |||
Vesting of shares | (134) | 134 | |||
Vesting of shares (in Shares) | 10,000 | ||||
Issue of share capital: | |||||
Exercise of warrants | € 1 | 10,050 | 10,051 | ||
Exercise of Warrants (in Shares) | 1,059,506 | ||||
Derecognition of warrant liability on exercise | 9,374 | 9,374 | |||
Share based payments: | |||||
Equity-settled share-based compensation | (841) | (841) | |||
Ending balance, value at Dec. 31, 2021 | € 2 | 213,477 | 463 | (164,430) | 49,512 |
Ending balance (in Shares) at Dec. 31, 2021 | 13,123,723 | ||||
IfrsStatementLineItems [Line Items] | |||||
Loss during the year | (27,347) | (27,347) | |||
Total comprehensive income for the year | (27,347) | (27,347) | |||
Issue of share capital: | |||||
ATM – share sales | 3,679 | 3,679 | |||
ATM s hare sales, (in Shares) | 681,926 | ||||
Share based payments: | |||||
Equity-settled share-based compensation | 3,509 | 3,509 | |||
Ending balance, value at Dec. 31, 2022 | € 2 | € 217,156 | € 3,972 | € (191,777) | € 29,353 |
Ending balance (in Shares) at Dec. 31, 2022 | 13,805,649 |
Consolidated statement of cash
Consolidated statement of cash flows - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net (loss)/ profit for the year | € (27,347) | € 23,564 | € (183,130) |
Adjusted for: | |||
Share listing expenses | 177,146 | ||
Equity settled share-based payment transactions | 3,509 | (841) | 1,438 |
Fair value movement in warrants | (7,620) | (28,354) | 521 |
Depreciation and amortization | 1,002 | 351 | |
Net finance income | (442) | (2,690) | 675 |
Share of losses of equity-accounted investee | 628 | 629 | |
Impairment of property, plant and equipment | 3,321 | ||
Onerous contract provision | 8,403 | ||
Gain on sale of property, plant and equipment | (172) | ||
Total Adjusted | (18,718) | (7,341) | (3,350) |
Changes in working capital: | |||
(Increase)/decrease in receivables | 2,277 | (5,218) | (2,204) |
(Increase)/decrease in inventories | (18,651) | (3,685) | |
(Decrease)/increase in payables and accruals | 5,303 | 1,588 | 1,374 |
Interest and similar expenses - paid | (62) | (8) | |
Net cash used by operating activities | (29,851) | (14,656) | (4,188) |
Cash flows from investing activities | |||
Payment for intellectual property from 2020 business combination | (250) | (500) | (1,150) |
Purchase of property, plant and equipment | (8,588) | (16,615) | |
Proceeds from sale of property, plant and equipment | 8,399 | ||
Development expenditure | (1,771) | (1,630) | (294) |
Purchase of intangible assets – other | (80) | (19) | |
Purchase of financial assets | (44,328) | ||
Proceeds from realisation of financial assets | 27,892 | 18,224 | |
Investment in equity-accounted investees | (640) | (629) | |
Net cash provided by investing activities | 24,962 | (45,497) | (1,444) |
Cash flows from financing activities | |||
Proceeds from issuance of shares | 3,679 | 65,138 | |
Transaction costs deducted from equity | (4,996) | ||
Proceeds from warrants exercised | 10,051 | 4,178 | |
Payment of lease liabilities | (1,314) | (470) | |
Shareholder loan (repayment) / proceeds | (14) | ||
Net cash provided by financing activities | 2,365 | 9,581 | 64,306 |
Net (decrease)/increase in cash and cash equivalents | (2,524) | (50,572) | 58,674 |
Cash and cash equivalents at beginning of year | 7,681 | 58,007 | |
Effects of movements in exchange rates on cash held | 82 | 245 | (667) |
Cash and cash equivalents at end of year | 5,239 | 7,681 | 58,007 |
Add restricted cash | 2,925 | ||
Cash and cash equivalents at end of year including restricted cash | € 8,164 | € 7,681 | € 58,007 |
Business activity
Business activity | 12 Months Ended |
Dec. 31, 2022 | |
Business Activity | |
Business activity | 1. Business activity Fusion Fuel Green Public Limited Company (the “Parent” or the “Company”) was incorporated in Ireland on April 3, 2020. The Company and its subsidiaries are collectively referred to as the “Group”. The registered office of the Company is The Victorians, 15 - 18 Earlsfort Terrace, Saint Kevin’s, Dublin 2, D02 YX28, Ireland. The Company is domiciled in Ireland. The Group’s mission is to produce hydrogen with zero carbon emissions, thereby contributing to a future of sustainable and affordable clean energy and the reversal of climate change. The hydrogen will be produced using renewable energy resulting in zero carbon emissions (“Green Hydrogen”) with components built in-house and using the know-how and accumulated experience of its team’s strategic and continuous investment in research and development (“R&D”) around solar technologies. The Company has a well-established risk management process which is managed through its management team, finance committee and board of directors. The key risks are evaluated throughout the period with key business leaders tasked to manage each risk as required. These risks are assessed through a risk matrix which evaluates each risk’s impact and likelihood. Company history The Merger On June 6, 2020, the Company entered into an initial business combination agreement (“the Transaction”) with the shareholders of HL Acquisitions Corp., a British Virgin Islands business company (“HL”), a publicly-held special purpose acquisition company, and Fusion Welcome – Fuel S.A (“Fusion Fuel”), a private limited company domiciled in Portugal. On August 19, 2020, the terms of the initial Transaction were amended and finalised. The shareholders of both HL and Fusion Fuel agreed to exchange their interests for new ordinary shares in the share capital of the Company, with Fusion Fuel considered the accounting acquirer and predecessor entity. Prior to the merger discussed below, the Company was a newly formed shell with no active trade or business, and all relevant assets, liabilities, income and expenses were borne by Fusion Fuel, the continuing entity in the merger. Therefore, the comparable consolidated financial statements as of December 31, 2019 and the year then ended were those of Fusion Fuel. As part of the transaction, the former shareholders of HL received 7,033,356 8,250,000 11.50 2,125,000 2,125,000 11.50 5 Because HL was not considered a business, the Transaction was not considered a business combination, and instead was accounted for as a reverse recapitalisation, whereby Fusion Fuel issued shares in exchange for the net assets of HL represented by cash, which had a value of approximately $ 54 44.4 Share-based Payment Immediately following the acquisition date, the Company completed a private equity placement with accredited investors (the “PIPE Investors”) for the sale of 2,450,000 10.25 25.1 20.7 At the acquisition date, the Company became the ultimate legal parent of Fusion Fuel and HL Acquisitions. The Company’s Class A ordinary shares are traded on the NASDAQ Global Market under the ticker symbol HTOO and its warrants are traded under HTOOW. The Company’s Class B shares are not publicly traded. The consolidated financial statements are prepared as a continuation of the financial statements of Fusion Fuel, the accounting acquirer, adjusted to reflect the legal capital structure of the legal parent/accounting acquiree (Fusion Fuel Green Public Limited Company). The Earn-Out The parties also agreed to a potential additional equity payment to certain former shareholders of Fusion Fuel who became service providers to the Company. Under this arrangement, these persons are eligible to earn additional share-based payment awards of up to 1,137,000 1,137,000 11.50 The additional consideration could have been earned as follows: · 40% upon signing of power purchase agreements (Hydrogen purchase agreements) with certain identified counterparties having an expected net present value of at least $61 million. · 20% upon commencement of operations under one of these hydrogen purchase agreements. · 40% upon successfully completing 90 days of operations at 95% of planned capacity under one of these hydrogen agreements. As these awards were dependent on future service , the Company considered them to be service awards under IFRS 2 and classified them as equity-settled share-based payments. The number of shares and warrants likely to be awarded were estimated at the reporting date, measured at grant-date fair value, and recorded as a cost to the income statement on a straight-line basis over the period from grant to expected delivery of contracts, initially estimated to be June 30, 2022. During 2021, the Group increased its global footprint by entering into a joint venture agreement in Spain and incorporating entities in Australia and the United States. In July 2021, the Company entered into a new 50/50 joint venture through Fusion Fuel Spain S.L. (“FFS” or the “JV”) with two unrelated parties to source, promote and develop projects in the green hydrogen sector using the Company’s solar green hydrogen technology. Under the terms of the JV, the three parties contributed combined equity of €3,000. In addition, the Company agreed to fund a non-recourse five-year participating loan to the JV to finance its growth and working capital. Repayment of the loan will come solely from successful operating cash flows of FFS. Developments during 2022 Benavente As previously reported, the Company acquired a facility in 2021 to transform into a state-of-the-art production facility so that the Company could produce internally to meet demand. This facility is located at Benavente, Portugal. In June 2022, the Company completed installation of the first HEVO production line at the Benavente facility. In December 2022, the Group completed a sale and leaseback transaction for the facility at Benavente. This transaction excluded the HEVO production line as well as other equipment. The selling price closed at € 9.3 7.5 Exolum During the third quarter of 2022, the Group commenced construction work on its first third-party technology sale. and Exolum Corporation, S.A. (“Exolum”) will develop a turnkey solar-to-hydrogen plant to supply green hydrogen to Madrid, Spain. Exolum is a leading supplier of specialist storage, handling and transport for bulk liquids and gases, with one of the most comprehensive ranges of tankage in Europe. The project will have 21 HEVO-Solar units along with a co-located refueling station, which will serve as proof of concept of hydrogen for mobility applications. This facility will also feature the latest generation HEVO micro-electrolyzer capable of leveraging other sources of renewable energy to produce green hydrogen overnight and during periods of low solar radiation, which are expected to double the productive output of the facility. The construction of this solar-to-hydrogen plant is expected to be completed during the first half of 2023 with commissioning expected to take place during the same period. Please refer to note 9 for further information about the financial reporting implications of this project. |
Basis of preparation and signif
Basis of preparation and significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Basis Of Preparation And Significant Accounting Policies | |
Basis of preparation and significant accounting policies | 2. Basis of preparation and significant accounting policies The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Statement of compliance The consolidated financial statements have been prepared in accordance with International Accounting Standards and International Financial Reporting Standards (“IFRS”) as adopted by the EU (“IFRS as adopted by the EU”), which are effective for the year ended and as at December 31, 2022. In addition to complying with its legal obligation to comply with IFRS as adopted by the EU, the consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) (“IFRS as issued by the IASB”). These consolidated financial statements are presented in Euro, the functional and presentation currency of the Company. All financial information presented has been rounded to the nearest thousand, unless otherwise stated. The consolidated financial statements have been prepared on the historical cost basis except for derivatives which have been measured at fair value and share based payments which have been measured at grant date fair value. Reclassifications have been made, whenever necessary, to prior period financial statements to conform to the current period presentation for the year ended December 31, 2021. Basis of consolidation Subsidiaries The Group financial statements consolidate the financial statements of the Company and its subsidiaries up to December 31, 2022. A parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest (“NCI”) and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. Interests in equity-accounted investees The Group’s interests in equity-accounted investees comprise interests in a joint venture. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries. The Group’s investment in its joint venture is accounted for using the equity method. Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the joint venture since the acquisition date. The statement of profit or loss reflects the Group’s share of the results of operations of the joint venture. Any change in other comprehensive income (“OCI”) of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture. The aggregate of the Group’s share of profit or loss of a joint venture is shown on the face of the statement of profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the joint venture. The financial statements of the joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value, and then recognises the loss within ‘Share of profit of a joint venture’ in the statement of profit or loss. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Functional currency Foreign currency transactions Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance costs. Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Euro at the exchange rates at the dates of the transactions. Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI. When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss. At the Market Issuance Sales Agreement (“ATM”) On June 6, 2022, the Parent entered into an At the Market Issuance Sales Agreement (“the ATM”) with B. Riley Securities, Inc., Fearnley Securities Inc., and H.C. Wainwright & Co., LLC, pursuant to which the Company may offer and sell, from time to time, through or to the agents, acting as agent or principal, Class A ordinary shares of the Company having an aggregate offering price of up to $ 30 681,926 3.7 3.7 0.1 0.1 Going concern As of December 31, 2022, the Group had € 8.2 2.9 2.9 191.8 157.1 The Group expects to continue to incur net losses for the foreseeable future and is highly dependent on its ability to find additional sources of funding in the form of debt or equity financing to fund its planned operations. The Group's success depends on the profitable commercialization of its proprietary HEVO technology. There is no assurance that the Group will be successful in the profitable commercialization of its technology. These conditions raise significant doubt about the Group’s ability to continue as a going concern and therefore, to continue realizing their assets and discharging their liabilities in the normal course of business. Based upon its current operating and financial plans, management believes it will have sufficient access to financial resources to fund operations for at least one year after the date the financial statements are issued. In making this assessment, management has considered the Group’s available cash resources, expected inflows from both technology sales and grant award agreements, future financing options available to the Group (debt and/or equity), the planned operations of the Group and the ability to adjust its plans if required. Inflows Subsequent to December 31, 2022, the Group recorded the following inflows: · € 2.2 1.3 · € 3.1 2.8 · € 2.4 The Group is in advanced discussions with a Portuguese based financial institution regarding an additional working capital credit facility related to future grant inflows, which, if entered into, would provide additional liquidity of approximately € 3.5 To date, the Group has been awarded € 64.1 6.0 5.4 Outflows During 2022, the Board of Directors approved the installation of multiple production lines at the Group’s production facility at Benavente. The Group has signed agreements amounting to €18.3 million relating to the design, fit-out and installation of multiple production lines. At December 31, 2022, the Group had capital commitments of €12.4 million (2021: €nil) of which €6.4 million fall due for repayment during 2023. During 2023, the Group has already paid €1.3 million of this amount. Further to the above, the Group has committed contract spend of approximately € 7.9 1.9 As previously disclosed, the Group is in continual negotiations with third parties to fund its operations, as well as exploring all available sources of financing. Although negotiations have progressed (in some cases to the point of signed letters of intent or term sheets with third parties), none have reached the stage of executed definitive agreements at this time. As negotiations are fluid, it is possible that any particular negotiation could accelerate or be abandoned at any time. An announcement of any material agreement with a third party would be made when and if a binding agreement is reached with such third party. The inability to obtain funding, as and when needed, would have a negative impact on the Group’s financial conditions and ability to pursue its business strategies. If the Group is unable to obtain funding, the Group could be forced to delay, reduce, or eliminate some or all of its research and development programs or strategic partnerships efforts, which could adversely affect its business prospects, or the Group may be unable to continue operations. Although management intends to pursue plans to obtain additional funding to finance its operations, there is no assurance that the Group will be successful in obtaining sufficient funding on terms acceptable to the Group to fund continuing operations, if at all. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this material uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Group will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. New standards or amendments There were no new standards effective for the period commencing 1 January 2022 that had a material impact on the Group. A number of new standards, amendments to standards and interpretations are not yet effective for the period and have not yet been applied in preparing the consolidated financial statements. The Group is in the process of assessing the impact on the financial statements of these new standards and amendments. Management currently expects no material impact on the Group’s financial statements on adoption of these amendments. Significant accounting policies There have been no material changes to the Group’s significant accounting policies, other than the introduction of an accounting policy for contract assets and government grants, as compared to the significant accounting policies described in the Form 20-F for the fiscal year ended December 31, 2021. Government grants The Group recognises government grants when there is reasonable assurance that the Group will comply with the relevant conditions and the grant will be received. Government grants related to assets are deducted from the cost of the asset using the net presentation approach. The grant is recognised in profit or loss over the life of a depreciable asset as a reduced depreciation expense. Grants that compensate the Group for expenses incurred are recognised in profit or loss on a systematic basis in the periods in which the expenses are recognised, unless the conditions for receiving the grant are met after the related expenses have been recognised. In this case, the grant is recognised when it becomes receivable. Leases At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following: · fixed payments, including in-substance fixed payments; · variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; · amounts expected to be payable under a residual value guarantee; and · the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group presents right-of-use assets in ‘property, plant and equipment’ and lease liabilities in ‘trade and other payables’ in the statement of financial position. The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Sale-and-leaseback transactions The Group derecognises the asset from the statement of financial position with any gain or loss relating to the rights transferred as part of the sale recognised as other income. The leaseback shall be classified as either an operating lease or a finance lease. If the leaseback is classified as an operating lease, the asset shall be recognised in the statement of financial position and depreciated over its useful life. If the leaseback is classified as a finance lease, the asset shall remain derecognised and recognised as a right-of-use asset, and a liability shall be recognised for the present value of lease payments. Inventories Inventories are stated at the lower of cost and net realizable value. Cost comprises of direct materials and the cost of bringing the components to their present condition. Cost is based on weighted average price. Net realisable value is calculated as the estimated selling price arising in the ordinary course of business, net of estimated selling costs. Segment information The Group manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Group’s focus is on the research and development . The Executive Committee, and in particular the Chief Financial Officer, is the chief operating decision maker who regularly reviews the consolidated operating results and makes decisions about the allocation of the Group’s resources. Research and development expenditure Research costs are expensed to profit or loss as incurred and development costs are capitalised, where they meet the criteria for capitalisation. Trade and other payables Trade payables are recognised initially at fair value and subsequently measured at amortised cost. Provisions – onerous contracts A provision for an onerous contract is recognised when it becomes probable that the total contract costs will exceed total contract revenue. Before a provision for onerous contracts is recorded, the related assets under construction are measured at their net realisable value and written-off if necessary. Onerous contracts are identified by monitoring the progress of the contract together with the underlying programme status. An estimate of the related contract costs is made, which requires significant and complex assumptions, judgements and estimates related to achieving certain performance standards. Current taxation The current taxation charge is calculated at the amount expected to be recovered from or paid to the taxation authorities on the basis of the tax laws enacted or substantively enacted at the reporting date. Deferred taxation Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax losses can be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Class A ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction from equity, net of tax effects. Derivative liabilities – warrants Derivatives are initially recognised at their fair value on the date the derivative contract is entered into and transaction costs are expensed to profit or loss. The Company’s warrants are subsequently re-measured at fair value at each reporting date with changes in fair value recognised in profit or loss. As the exercise price of the Company’s share purchase warrants is fixed in US dollars and the functional currency of the Company is the Euro, these warrants are considered a derivative, as a variable amount of cash in the Company’s functional currency will be received on exercise. Accordingly, these share purchase warrants are classified and accounted for as a derivative liability. The fair value is determined using market price on the NASDAQ under the ticker HTOOW. When a warrant is exercised, the derivative liability is then reclassified to share premium. Business combinations The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of the business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a “concentration test” that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. Share-based payment arrangements The grant-date fair value of equity-settled share-based payments arrangements granted to employees and non-employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the numbers of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. For share-based payment awards that vest at the discretion of the board of directors, the fair value is determined at the reporting date until such time that there is a shared understanding of the vesting period. Financial instruments Recognition and initial measurement Receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus transaction costs that are directly attributable to its acquisition or issue. Financial assets at fair value through profit or loss (FVTPL) These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. Classification and subsequent measurement On initial recognition, a financial asset is classified as measured at: amortised cost; Fair Value through Other Comprehensive Income (“FVOCI”) – debt investment; FVOCI – equity investment; or FVTPL. Financial liabilities – Classification, subsequent measurement and gains and losses Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. Derecognition Financial assets The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Financial liabilities The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred, or liabilities assumed) is recognized in profit or loss. Prepayments and other receivables Prepayments and other receivables are recognised initially at fair value and then carried at amortised cost less allowance for impairment. The company applies the IFRS 9 Financial Instruments Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand, and short-term deposits with a maturity of three months or less. For the purposes of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above. Restricted cash comprises cash that the Group is required to spend on specific projects and is not available for general use. Property, plant and equipment Property, plant and equipment is included at cost less accumulated depreciation and/or accumulated impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided using the straight-line method to write off cost to residual value over the estimated useful life of the individual asset. Land is not depreciated and assets categorised as being under construction are not depreciated until such time that they are in use. The following rates per annum are used: Plant and machinery 3-10 years Office and other equipment 3-10 years Leases Lease term The carrying values of property, plant and equipment are reviewed for indicators of impairment at each reporting date or when events or changes in circumstances indicate the carrying value may not be recoverable (whichever is the earlier). If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash generating units are written down to their recoverable amount. Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets acquired in a business combination are measured on initial recognition at their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and/or any accumulated impairment losses. Product development costs are not amortised until such time that they are in use after which it is expected they will be amortised over their estimated useful lives (three to five years). Amortisation is provided using the straight-line method to write off cost to residual value over the estimated useful life of the individual asset. The following rates per annum are used: Software 3 years Completed development technology 3 years Intellectual property Indefinite useful life Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in the income statement in the year in which the expenditure is incurred. Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in the profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses, unless the product development costs are still being used in product development in which case it is considered indefinite useful life. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. Impairment arises if the recoverable amount of the intangible asset is lower than its carrying value under IFRS. Recoverable amount is the higher of an asset’s value in use or its estimated realisable value less costs to sell. If the carrying amount of an intangible asset exceeds its recoverable amount, an impairment loss is recognised in an amount equal to that excess. |
Significant accounting judgemen
Significant accounting judgements, estimates and assumptions | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Judgements Estimates And Assumptions | |
Significant accounting judgements, estimates and assumptions | 3. Significant accounting judgements, estimates and assumptions The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, income taxes and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. These include but are not limited to: Onerous contract provisions At December 31, 2022, an onerous contract provision of € 3.2 5.2 Impairment of capitalized development costs The Company undertakes internal development projects for the advancement of both its miniaturised and centralised electrolyser product offerings. In the case of there being a trigger for a review of impairment of completed development projects, the Company performs a review on the carrying amounts to determine whether there is any indication of impairment at the reporting date. Our only development project currently capitalised, and being amortised, relates to technologies being used in our current sales and so remain relevant. Further capitalisations during the year relate to continuing design work for standard products and advancements or efficiencies that should allow the Group to improve its offering and gain interest in new markets. The Company tests annually the recoverable amounts of the development projects in progress to ensure that the capitalized costs have not over-run their operational or commercial value. Management expects the market for electrolysers will grow significantly in the coming years. The key drivers and indicators of momentum in the market for green hydrogen include societal and political pressure to limit CO2 emissions, regulatory push in national hydrogen roadmaps as well as decreasing cost of green hydrogen. As of December 31, 2022, the carrying amount of development projects in progress is € 0.7 1.9 Please see note 12 for further information. Impairment of property, plant and equipment – assets under construction In the case of there being a trigger for a review of impairment, the Group performs a review on the carrying amounts of its property, plant and equipment to determine whether there is any indication of impairment at the reporting date. The Group particularly tests the net recoverable amounts of its internally generated assets held in assets under construction to ensure that the costs of their production have not over-run their operational or commercial value. One such trigger for impairment review, which has occurred in the current year, is that the Group was loss making and another was the increase in costs to complete certain projects currently recognised as assets under construction. As of December 31, 2022, the carrying amount of our property plant and equipment assets under construction was € 15.1 17.2 3.3 Please see note 13 for further information. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [abstract] | |
Revenue | 4. Revenue The Group intends to generate revenue primarily from entering into hydrogen purchase agreements with third parties. No |
Administration expenses
Administration expenses | 12 Months Ended |
Dec. 31, 2022 | |
Administration Expenses | |
Administration expenses | 5. Administration expenses Schedule of administration expenses 2022 2021 2020 €’000 €’000 €’000 Wages and salaries 8,706 2,970 122 Depreciation and amortization 1,002 351 - Professional fees 1,722 1,397 2,742 Consulting fees 2,068 1,085 183 Other expenses 4,918 1,707 303 Administration expenses 18,416 7,510 3,350 |
Finance costs_ income
Finance costs/ income | 12 Months Ended |
Dec. 31, 2022 | |
Finance Costs Income | |
Finance costs/ income | 6. Finance costs/ income Schedule of finance costs/ Income 2022 2021 2020 €’000 €’000 €’000 Finance costs Interest and similar expenses 62 23 10 Foreign exchange variances - - 667 Fair value loss on short-term investments 900 - - Finance costs 962 23 677 Finance income Foreign exchange variances 1,379 2,392 - Interest receivable and similar income - - 2 Fair value gain on short-term investments - 47 - Other finance income - 274 - Finance income 1,379 2,713 2 |
Share-based payments
Share-based payments | 12 Months Ended |
Dec. 31, 2022 | |
Share based payments: | |
Share-based payments | 7. Share-based payments 2021 Equity Incentive Plan On August 5, 2021, the Company’s Board of Directors adopted and approved the 2021 Equity Incentive Plan (the 2021 Plan), which authorized the Company to grant up to 1,000,000 Restricted Share Units (RSUs) The Company granted 59,441 57,896 0 : Schedule of Restricted share units Number of RSUs Weighted average grant date fair value per share 2022 2021 2022 2021 As at 1 January 42,896 - $ 12.24 - Granted during the year 59,441 57,896 $ 8.00 $ 12.24 Vested during the year (1) (14,253 ) (15,000 ) $ 12.17 $ 12.24 Forfeited during the year (442 ) - $ 12.24 - As at December 31 87,642 42,896 $ 11.43 $ 12.24 (1) No ordinary shares were issued in connection with the RSUs that vested during the years ended December 31, 2022 and 2021. RSUs are issued as incentive compensation to executives, employees, and non-employee directors with service being the only condition associated with the award. Each RSU represents a right to one share of our common stock, upon vesting. The RSUs are not entitled to voting rights or dividends, if any, until vested. The fair value of the RSUs is determined on the date of grant based on the market price of the Company’s ordinary shares on that date. The fair value of RSUs is expensed rateably over the vesting period, which is generally three years for employees. The total expense recognized related to the RSUs was € 0.53 0.17 0 0.35 0.39 1.7 2.44 Share options On January 3, 2022, the Company announced that under the 2021 Plan, its Board of Directors (“the Board”) approved an award of options for five of its senior managers. Regarding each senior manager, the award comprises three tranches: · Tranche 1 200,000 10.50 · Tranche 2 200,000 10.50 18.00 · Tranche 3: Eligibility to receive an option to purchase up to an additional 50,000 10.50 All options granted will expire on December 31, 2028. The Company granted 2,128,554 0 128,554 The fair value of the options granted during the year ended December 31, 2022, were estimated using the Black-Scholes option-pricing model. The inputs for the Black-Scholes model require management’s significant assumptions. The risk-free interest rate was based on a normalized estimate of the 7-year U.S. treasury yield. The Company does not have sufficient company-specific historical and implied volatility information and it therefore estimates its expected share volatility based on historical volatility information of reasonably comparable guideline public companies and itself. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected dividend yield is based on the fact that the Company has never paid cash dividends and its future ability to pay cash dividends on its shares may be limited by the terms of any future debt or preferred securities. The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows: Schedule Of Range Of Assumptions Tranche 1 Tranche 2 Directors Volatility 70.91 70.91 75.32 Expected term in years 7 7 6.92 Dividend rate 0 0 0 Risk-free interest rate 1.58 1.58 1.58 Hurdle price - $18 - Exercise price $10.50 $10.50 $6.45 Share price $9.42 $9.42 5.03 Fair value of option on grant date $6.14 $6.18 3.31 The table below shows the number of options granted covering an equal number of the Company’s Class A ordinary shares and the weighted-average grant date fair value of the options granted: Schedule of Option Outstanding Number of options Weighted average Grant date fair value per share Options outstanding December 31, 2021 - $ - Granted during the year 2,128,554 $ 5.21 Vested during the year (461,887 ) $ 3.31 Options outstanding December 31, 2022 1,666,667 $ 5.21 There were 1,666,667 0 2.96 0 8.27 0 4 Incentive shares As part of their compensation package, the non-executive directors that were appointed in December 2020 were granted 5,000 Schedule of Incentive shares Number of shares Weighted average Grant date fair value per share Incentive shares outstanding December 31, 2021 30,000 $ 23 Forfeited (25,000 ) $ - Incentive shares outstanding December 31, 2022 5,000 $ 23 The above shares vest at the discretion of the board of directors. In exchange for the share options that were granted above, the holders of the incentive shares agreed to forfeit their rights to incentive shares relating to years two and three of their tenure as a non-executive director. The total expense for these shares recognised in the year ended December 31, 2022, and 2021 was € 0.02 0.33 As of December 31, 2022, there was no Reconciliation to statement of profit and loss Schedule of Reconciliation to statement of profit or loss 2022 2021 2020 €’000 €’000 €’000 2020 Earn-Out - (1,400 ) 1,400 RSUs 526 228 - Incentive shares 21 331 38 Options 2,962 - - Share-based payment expense/ (credit) 3,509 (841 ) 1,438 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 8. Leases In the normal course of its business, the Group leases property, vehicles and land. On 20 December 2022, the Group entered into a sale and leaseback transaction relating to its production facility at Benavente. The leaseback arrangement has an initial term of 20 years and will be automatically renewed for a further ten years unless the Group provides sufficient notice to terminate. On January 1, 2021, the Group entered into a property sub-lease for office space with a related party. The property sub-lease has an initial term of five years and will be automatically renewed for a further five years if neither the landlord nor tenant provide sufficient notice to terminate. The Group has the option to terminate the sub-lease without penalty any time after the first anniversary of the lease provided sufficient notice is communicated to the landlord. The terms of this sub-lease agreement were negotiated on an arms-length basis. The Group has estimated the duration of the property sub-lease to be four years from lease commencement, considering the cancellable period which represents a change of estimate from the prior year. At inception of this lease, we estimated that the term would only be two years. This change in estimate has been accounted for prospectively in these financial statements. The Group’s expansion plans mean the current sub-lease in Portugal may not be fit for purpose and therefore, the Group is expected to terminate the sub-lease within two years. The Group is currently exploring real estate opportunities in Portugal. In Q4 2021, the Group entered into a license agreement for shared office space in Ireland. The license agreement has a term of 12 The vehicle leases commenced in July 2021 and since then, the Group has entered into eleven separate contracts. The duration of the contracts range from 48 60 The land leases were entered into for the purpose of developing our Évora I and II projects. The two land leases were negotiated and signed with the respective owners for 30 The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Information about leases for which the Group is a lessee is presented below. i. Right-of-use assets Right-of-use assets related to leased properties, vehicles and land are presented as property, plant and equipment. Schedule of Right-of-use assets Equipment Properties Vehicles Land Total €’000 €’000 €’000 €’000 €’000 January 1, 2021 - - - - - Additions right-of-use assets - 650 267 194 1,111 Depreciation charge for the period - (293 ) (19 ) (8 ) (320 ) January 1, 2022 - 357 248 186 791 Additions right-of-use assets 48 6,673 274 - 6,995 Revaluation of right-of-use assets - 708 - - 708 Derecognition of right-of-use assets - - (44 ) - (44 ) Depreciation charge for the period (3 ) (360 ) (84 ) (7 ) (454 ) December 31, 2022 45 7,378 394 179 7,996 ii. Amounts recognized in the Consolidated statement of profit or loss and other comprehensive income. Schedule of statement of profit or loss 2022 2021 2020 €’000 €’000 €’000 Interest on lease liabilities 32 22 - Expenses relating to short-term leases 428 127 - Depreciation of right-of-use assets 454 319 - iii. Amounts recognized in statement of cash flows. Schedule of statement of cash flows 2022 2021 2021 €’000 €’000 €’000 Total cash outflow for leases 1,314 470 - iv. Lease liabilities. Lease liabilities are payable as follows. Schedule of future minimum lease liabilities Future minimum lease payments 2022 Interest 2022 Present value of minimum lease payments 2022 €’000 €’000 €’000 Less than one year 1,118 447 671 Between two and five years 3,749 1,925 1,824 More than five years 8,602 2,774 5,827 13,469 5,146 8,322 Reconciliation of lease liabilities is as follows. Schedule of reconciliation of lease liabilities €’000 Balance at January 1, 2021 - Payment of lease liabilities (311 ) New leases 1,111 Interest expense 22 Interest paid (22 ) Balance at January 1, 2022 800 Payment of lease liabilities (445 ) New leases 7,303 Revaluations 708 Derecognition (44 ) Interest expense 32 Interest paid (32 ) Balance at December 31, 2022 8,322 Schedule of Lease liabilities 2022 2021 €’000 €’000 Non-current Lease liability 7,651 411 Current Lease liability (note 17) 671 389 Balance at period end 8,322 800 The Group discounted its remaining lease payments for the calculation of the lease liability using an incremental borrowing rate ranging between 3% and 6%. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Abstract | |
Inventory | 9. Inventory Schedule of inventory 2022 2021 €’000 €’000 Raw materials 5,785 3,685 Work in progress 16,551 - 22,336 3,685 Inventories of € 17.6 0 0.5 0 The cost of scraped materials through the normal production cycle amounted to € 0.4 0 |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2022 | |
Taxation | |
Taxation | 10. Taxation The Group earned no revenues in 2022. The Group recorded a loss before income tax of € 27.3 23.6 7.6 28.4 0 During 2022, 2021 and 2020, the Group’s Portuguese operations were subject to a statutory tax rate of 21 12.5 A reconciliation between taxes on income / losses reflected on the Consolidated statement of profit or loss and other comprehensive income and the expected income tax benefit, based on the Company’s statutory tax rate, for the years ended December 31, 2022, 2021 and 2020 is as follows: Schedule of reconciliation of effective tax rate 2022 2021 2020 €’000 €’000 €’000 Profit/ (loss) before tax (27,313 ) 23,564 (183,130 ) Tax using Company’s domestic tax rate at 12.5% 3,414 (2,945 ) 22,931 Tax effect of: Non-deductible expenses / non-taxable income (842 ) 3,848 (22,428 ) Current-year losses for which no deferred tax asset is recognized (3,973 ) (1,312 ) (503 ) Impacts of different foreign tax rates 1,435 409 - Total tax charge 34 - - As of December 31, 2022, the Group had unrecognised deferred tax assets of € 6.2 1.7 |
Equity-accounted investees
Equity-accounted investees | 12 Months Ended |
Dec. 31, 2022 | |
Equity-accounted Investees | |
Equity-accounted investees | 11. Equity-accounted investees Schedule of equity accounted investees €’000 Interest in joint venture January 1, 2021 - Investment during the year 629 Loss for the year attributable to the Group (629 ) December 31, 2021 - Investment during the year 628 Loss for the year attributable to the Group (628 ) December 31, 2022 - On July 22, 2021, the Company entered into a shareholder agreement with two other parties, Greatex Family Enterprises LDA (“GFE”) and ERE Desarrollos Empresanales S.L. (“EREE”) for a 50 Fusion Fuel Spain is structured as a separate vehicle. Accordingly, the Group has classified its interest in Fusion Fuel Spain as a joint venture. In accordance with the agreement under which Fusion Fuel Spain was established, the Group and the other investors in the joint venture have agreed to meet the financial needs of Fusion Fuel Spain by seeking outside financing, by either: (i) applying for or requesting any subsidies available, whether community or national, public of private; or (ii) negotiating financing with local banks if Fusion Fuel Spain lacks the necessary funds to carry out its principal activities. Under the terms of the shareholder agreement, the Group committed to contribute up to € 2 2 1.27 |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Intangible assets | 12. Intangible assets Schedule of intangible assets Completed development technology Product development in progress Intellectual property and patents registration Software Total 2022 €’000 €’000 €’000 €’000 €’000 Cost January 1, 2022 - 1,918 1,911 23 3,852 Additions* 37 1,733 - 81 1,851 Transfers during the year 2,934 (2,934 ) - - - December 31, 2022 2,971 717 1,911 104 5,703 Amortisation January 1, 2022 - - - (5 ) (5 ) Amortisation charge (330 ) - - (18 ) (348 ) December 31, 2022 (330 ) - - (23 ) (353 ) Net book value At December 31, 2022 2,641 717 1,911 81 5,350 2021 Cost January 1, 2021 - 288 1,911 4 2,203 Additions - 1,630 - 19 1,649 December 31, 2021 - 1,918 1,911 23 3,852 Amortisation January 1, 2021 - - - - - Amortisation charge - - - (5 ) (5 ) December 31, 2021 - - - (5 ) (5 ) Net book value At December 31, 2021 - 1,918 1,911 18 3,847 * The additions relate to materials acquired during the period for the purpose of developing our HEVO technology. Intellectual property of € 1.9 1.9 0.7 1.9 Research and development expenditure (excluding those related to wages and salaries) of € 0.9 0.2 The Group considers the relationship between its market capitalisation and its book value, among other factors, when reviewing for indicators of impairment. As at 31 December 2022, the market capitalisation of the Group was above the book value of its equity. In addition, there are indicators of momentum in the market for green hydrogen, including ongoing societal and political pressure to limit CO2 emissions with the European Union as well as several individual countries across the world developing green hydrogen roadmaps. This momentum should lead to increased demand for our product and a reduction in the cost of green hydrogen. No indicators of impairment were deemed to exist for this Cash Generating Unit. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment [abstract] | |
Property, plant and equipment | 13. Property, plant and equipment Schedule of property, plant and equipment Assets under construction Plant and machinery Office and other equipment Right of use assets Total 2022 €’000 €’000 €’000 €’000 €’000 Cost At January 1, 2022 17,161 - 185 1,111 18,457 Additions during the year 9,191 1,267 274 322 11,054 Revaluation - - - 708 708 Transfers during the year (2,149 ) 70 (70 ) - (2,149 ) Sale-and-leaseback (8,294 ) - - 6,673 (1,621 ) Disposals - - - (52 ) (52 ) Grant income (803 ) - - - (803 ) At December 31, 2022 15,106 1,337 389 8,762 25,594 Depreciation At January 1, 2022 - - (28 ) (319 ) (347 ) Charge for year - (141 ) (66 ) (454 ) (661 ) Transfers during the year - (10 ) 10 - - Impairment charge (3,321 ) - - - (3,321 ) Derecognition - - - 8 8 At December 31, 2022 (3,321 ) (151 ) (84 ) (765 ) (4,321 ) Net book values At December 31, 2022 11,785 1,186 305 7,997 21,273 At December 31, 2021 17,161 - 157 793 18,111 During 2022, the Group entered into a Grant agreement with Agência para o Investimento e Comércio Externo de Portugal, E.P.E. (“AICEP”) relating to the Benavente production facility. The Group submitted its first claims under this agreement during 2022, which amounted to € 0.8 Accounting for Government Grants and Disclosure of Government Assistance As disclosed previously, in December 2022, we entered into a sale and leaseback transaction for our Benavente production facility. The above asset was re-recognised from assets under construction and subsequently recognized as a right of use asset. The Group recorded a gain of € 0.14 9.32 Impairment charge – assets under construction Entities are required to conduct impairment tests where there is an indication of impairment of an asset. The following indications of impairment were considered as part of the impairment analysis; cash flows for completing the assets are higher than originally budgeted, and the assets are expected to generate lower returns than originally expected. IAS 36 - Impairment of Assets stipulates that an impairment loss is the amount by which the carrying value of an asset exceeds its recoverable amount. Recoverable amount is the higher of its fair value less costs of disposal and its value in use. Value in use is calculated by taking the Net Present Value (NPV) of expected future cash flows from the asset discounted at an appropriate discount rate. The value in use calculation was determined at the Cash Generating Unit ("CGU"). The CGU consisted of the cash inflows and outflows that were expected to be generated by our internally generated hydrogen production plants. In determining the value in use for the CGU, the cash flows were discounted at a rate of 10.5% on a pre-tax basis. The cash flows beyond the five-year period are extrapolated using a 7.1% growth rate that is equal to the historic inflation rate in Portugal over a 45-year period. Management expects that internally generated hydrogen production plants will have useful lives ranging between 20 and 25 years. The estimated recoverable amount of the Groups internally generated hydrogen production plants was lower than the respective carrying amount at the time of the impairment test. An impairment charge of € 3.3 Schedule of property, plant and equipment Assets under construction Office and other equipment Right of use assets Total 2021 €’000 €’000 €’000 €’000 Cost At January 1, 2021 6 - - 6 Additions during the year 17,155 185 1,111 18,451 At December 31, 2021 17,161 185 1,111 18,457 Depreciation At January 1, 2021 - - - - Charge for year - (28 ) (318 ) (346 ) At December 31, 2021 - (28 ) (318 ) (346 ) Net book values At December 31, 2021 17,161 157 793 18,111 At December 31, 2020 6 - - 6 Depreciation expense on property and equipment was € 0.6 0.3 |
Financial asset investments at
Financial asset investments at fair value through profit or loss | 12 Months Ended |
Dec. 31, 2022 | |
Financial Asset Investments At Fair Value Through Profit Or Loss | |
Financial asset investments at fair value through profit or loss | 14. Financial asset investments at fair value through profit or loss Schedule of Financial asset investments at fair value 2022 €’000 January 1, 2021 - Investments during the year 44,328 Redemptions (18,169 ) Unrealised gains and losses 47 Translation differences 1,247 December 31, 2021 27,453 Redemptions (27,892 ) Realised gains and losses (900 ) Translation differences 1,339 December 31, 2022 - The financial asset investments at fair value through profit or loss consisted of short-term investments in listed managed funds which had daily liquidity. The investments are reported at fair value with unrealized gains or losses recorded in the consolidated statements of operations and comprehensive loss. Any differences between the cost and fair value of investments are represented by unrealized gains or losses. The Group exited all positions during the year ended December 31, 2022. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents [abstract] | |
Cash and cash equivalents | 15. Cash and cash equivalents Schedule of cash and cash equivalents 2022 2021 €’000 €’000 Cash and cash equivalents 5,239 7,681 Restricted cash 2,925 - Total cash and cash equivalents 8,164 7,681 The restricted cash relates to an amount of € 2.9 |
Prepayments and other receivabl
Prepayments and other receivables | 12 Months Ended |
Dec. 31, 2022 | |
Prepayments And Other Receivables | |
Prepayments and other receivables | 16. Prepayments and other receivables Schedule of Prepayments and other receivables 2022 2021 €’000 €’000 Prepayments (1) 2,010 4,575 VAT recoverable (2) 3,669 3,564 Other receivables (3) 2,563 333 Prepayments and other receivables 8,242 8,472 (1) Prepayments mostly consist of advance payments to vendors for payments relating to inventory and assets under construction ahead of receipt. (2) Of this balance, €2.2 million has been received subsequent to year end. (3) Included within this caption is the grant receivable recognised as part of property, plant and equipment (€0.8 million), the deferred proceeds (€1.0 million) and security deposit (€0.3 million) paid as part of the sale and leaseback transaction entered into during the year. Information about the Group’s exposure to credit risk and impairment losses for trade and other receivables is included in note 22 (c). |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other payables [abstract] | |
Trade and other payables | 17. Trade and other payables Schedule of trade and other receivables 2022 2021 €’000 €’000 Trade payables 3,680 1,029 Amounts owed to related parties (1) 2,468 801 Lease liability - current 671 389 Payroll taxes 278 149 Other payables 165 509 Trade and other payables 7,262 2,877 (1) This amount relates to a balance owing to an affiliate, MagP. |
Deferred income
Deferred income | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Income | |
Deferred income | 18. Deferred income Schedule of deferred income 2022 2021 €’000 €’000 Current Grant proceeds received 186 - Non-current Grant proceeds received 2,925 - In December 2022, € 2.9 |
Provisions
Provisions | 12 Months Ended |
Dec. 31, 2022 | |
Provisions [abstract] | |
Provisions | 19. Provisions Schedule of provisions Onerous contract provisions 000 At January 1, 2022 - Provisions made during the year 8,403 At December 31, 2022 8,403 The provisions made during the year are included in ‘cost of sales’. Exolum Work commenced on the Exolum project during the third quarter of 2022. On review of the revised project costs, the Company expects this project to be loss making. The Group has recognized an onerous contract provision of € 5.2 Other The Group has also recorded an onerous contract provision for two projects that had yet to commence by December 31, 2022. The Group has recognized an onerous contract provision of € 3.2 3.2 For some of its contracts, the Group will provide three separate warranties as follows: General There is a general warranty period of two years from the date of construction of the plant. On successful completion of this two-year period and final acceptance of the plant, ownership will pass to Exolum. Equipment The Company will provide warranties on the key equipment and components for periods ranging between 2 20 Performance guarantees The Company has agreed to performance-related warranties covering both degradation over time and specified energy yields for period ranging between 2 25 The determination of provisions for onerous contracts, is based on best estimates. The above provision does not include any amounts related to the general equipment warranties or performance guarantees. If the final loss related to the completion of these projects differs from the above, the Group will adjust the provision accordingly. We expect all outflows relating to the above provision to take place within 12 months of December 31, 2022. |
Shareholders_ equity
Shareholders’ equity | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders Equity | |
Shareholders’ equity | 20. Shareholders’ equity As of December 31, 2022, the total number of Class A ordinary shares of the Company outstanding was 13,805,649 10,998,723 0.0001 none 2,125,000 During the year, as part of the ATM, Parent sold 681,926 3,685,792 The share capital of Fusion Fuel Green plc is as follows: Schedule of share capital Number of shares €’000 Opening balance – January 1, 2021 12,054,217 1 Exercise of warrants 1,059,506 1 Issue of shares – Equity incentive plan 10,000 - Closing balance – December 31, 2021 13,123,723 2 Opening balance – January 1, 2022 13,123,723 2 Issue of shares – ATM 681,926 - Closing balance – December 31, 2022 13,805,649 2 A historical summary of the share capital of Fusion Fuel is as follows: Schedule of historical summary of the share capital Type of share Number of shares €’000 Description 1 Ordinary share of €1,000 1 1 Issued on incorporation 1,000 Ordinary shares of €1 each 999 - 1 share converted to 1,000 shares of €1 each 49,000 Ordinary shares of €1 each 49,000 49 Issued on January 31, 2020 50,000 50 Class A ordinary shares of $0.0001 each 7,033,356 1 Issued on closing of HL Transaction Class A ordinary shares of $0.0001 each 2,450,000 - Issued to PIPE Investors Class A ordinary shares of $0.0001 each 445,861 - Exercise of warrants 9,929,217 1 Class B ordinary shares of $0.0001 each 2,125,000 - Issued to Fusion Fuel shareholders 12,054,217 1 Closing balance – December 31, 2020 On the acquisition date, Fusion Fuel Green plc had 7,033,356 0.0001 2,125,000 0.0001 2,450,000 The HL Transaction and PIPE Financing led to an increase in share premium of € 188 5 Share rights The Class A ordinary shareholders have the right to exercise one vote at any general meeting of the Company, to participate pro rata in all the dividends declared by the Company and the rights in the event of the Company’s winding up are to participate pro-rata in the total assets of the Company. The Class B Ordinary shares were converted in full to Class A Ordinary shares on December 5, 2022. The rights that were formally assigned to these shares, in addition to the rights outlined above for the Class A shareholders included certain protective rights that include the right to approve any liquidation or similar transaction of the Company. The Class B shareholders also had the right to approve any creation or issuance of any new class or series of capital stock or equity securities convertible into capital stock or changes to the Company’s board of directors. With these protective provisions, the holders of Class B Ordinary shares were able to veto certain actions in a way that their relative ownership would not otherwise permit. There were 25,000 1 25,000 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Warrants | 21. Warrants The functional currency of the Company is the Euro and as the exercise price of the Company’s share purchase warrants is fixed in US Dollars, these warrants are considered a liability as a variable amount of cash in the Company’s functional currency will be received on exercise. Accordingly, these warrants are classified and accounted for as a derivative liability at fair value through profit or loss. As of December 31, 2022 and December 31, 2021 there were 8,869,633 11.50 The fair value of the warrants is determined with reference to the prevailing market price for warrants that are trading on the NASDAQ under the ticker HTOOW. Schedule of fair value of the tradeable warrants and non tradeable warrants Total no. of warrants In issue at December 31, 2020 9,929,139 Exercise of warrants during the year (1,059,506 ) In issue at December 31, 2021 8,869,633 Exercise of warrants during the year - In issue at December 31, 2022 8,869,633 The fair value of the warrants as at December 31, 2022 and December 31, 2021 was $ 0.92 1.95 Schedule of reconciliation of fair values €’000 Balance – January 1, 2021 52,932 Fair value movement on warrants exercised* 3,211 Warrants exercised – foreign exchange differences** 67 Fair value movement on warrants unexercised (including exchange differences)* (31,565 ) Derecognition of warrant liability on exercise*** (9,374 ) Balance – December 31, 2021 15,271 Fair value movement on warrants unexercised (including exchange differences) (7,620 ) Balance – December 31, 2022 7,651 * recognised in profit or loss - Adjustments to the fair value of derivatives – warrants (€28,354) ** recognised in profit or loss - Other finance income *** recognised in equity – Share premium |
Financial instruments and risk
Financial instruments and risk management | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments And Risk Management | |
Financial instruments and risk management | 22. Financial instruments and risk management (a) Accounting classifications and fair value The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: · Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities; · Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and · Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data. The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. There were no transfers between fair value levels during the year. As at December 31, 2022, the tradeable warrants are measured at fair value using Level 1 inputs. The fair value of the tradeable warrants are measured based on quoted market prices at each reporting date. See notes 19 for the fair value analysis. Schedule of unobservable inputs in fair value measurement within Level 3 Carrying value Fair value Cash and receivables Liabilities Total carrying amount Level 1 Level 2 Level 3 Total €’000 €’000 €’000 €’000 €’000 €’000 €’000 2022 Cash and cash equivalents 8,164 - 8,164 - - - - Other receivables* 2,311 - 2,311 - - - - Trade payables - (3,680 ) (3,680 ) - - - - Warrants - (7,651 ) (7,651 ) (7,651 ) - - (7,651 ) Amounts owed to related parties - (2,468 ) (2,468 ) Other payables** - (165 ) (165 ) - - - - 10,475 (13,964 ) (3,489 ) (7,651 ) - - (7,651 ) 2021 Cash and cash equivalents 7,681 - 7,681 - - - - Financial assets at FVTPL 27,453 - 27,453 27,453 27,453 Other receivables* 333 - 333 - - - - Trade payables - (1,029 ) (1,029 ) - - - - Warrants - (15,271 ) (15,271 ) (15,271 ) - - (15,271 ) Other payables** - (1,687 )- (1,687 ) - - - - 35,467 (17,987 ) 17,480 12,182 - - 12,182 * Prepayments and VAT have been excluded as they are not classified as a financial asset. ** Employment taxes have been excluded as these are statutory liabilities. Cash and cash equivalents For cash and cash equivalents, the carrying value is deemed to reflect a reasonable approximation of fair value. Other receivables/payables For the receivables and payables with a remaining term of less than one year or on demand balances, the carrying amount less impairment allowances, where appropriate, is a reasonable approximation of fair value. Financial assets at FVTPL Financial assets at FVTPL are remeasured to fair value at each reporting date. At December 31, 2021, the carrying value of financial assets at FVTPL is deemed to reflect their fair value. The Group held no financial assets at FVTPL at December 31, 2022. (b) Financial risk management The Group’s operations expose it to various financial risks that include credit risk, liquidity risk and market risk. The Group has a risk management framework in place which seeks to limit the impact of these risks on the financial performance of the Group. It is the policy of the Group to manage these risks in a non-speculative manner. This note presents information about the Group’s exposure to each of the above risks and the objectives, policies and processes for measuring and managing the risks. Further quantitative and qualitative disclosures are included throughout this note. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. (c) Credit risk Exposure to credit risk Credit risk arises from granting credit to customers or others and from investing cash and cash equivalents with banks and financial institutions. The Group have not granted credit to customers to date as the Group has not earned any revenues. Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s cash and cash equivalents. The carrying amounts of financial assets represent the maximum credit exposure. There were no impairment losses on financial assets recognised in profit or loss. Other receivables The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk and country in which customers operate. In monitoring credit risk, receivables are grouped according to their credit characteristics, including their geographic location, industry, trading history with the Group and existence of previous financial difficulties. The Group does not require collateral in respect of its receivables. At December 31, 2022, the exposure to credit risk for receivables by geographic region was not significant. Cash and short-term bank deposits The Group held cash and cash equivalents of € 8.1 7.7 Schedule of Credit risk rating 2022 2021 Credit risk rating Aa2 12 % - BBB+ 75 % 29 % B1 12 % - B2 - 68 % Not assigned 1 % 3 % 100 % 100 % Financial assets at FVTPL The financial asset investments at fair value through profit or loss consisted of short-term investments in listed managed funds. The carrying value of these investments at December 31, 2022 was €nil (2021: €27.5 million). All of these short-term investments were redeemed during 2022. (d) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable costs or risking damage to the Group’s reputation. Contractual maturities The following are the expected contractual maturities of the Group’s financial liabilities, including estimated interest payments. Schedule of expected contractual maturities Carrying amount Contractual cash flows Less than one year 1 – 2 years 2 – 5 years More than 5 years €’000 €’000 €’000 €’000 €’000 €’000 December 31, 2022 Derivative financial instruments – warrants* 7,651 - - - - - Trade payables 3,680 3,680 3,680 - - - Amounts owed to related parties 2,468 2,468 2,468 - - - Other payables 165 165 165 - - - Lease liabilities 9,409 13,468 1,118 1,107 1,409 9,835 Loan advanced (Note 11) - 743 743 - - - Total 23,373 20,524 8,174 1,107 1,409 9,835 December 31, 2021 Derivative financial instruments – warrants* 15,271 - - - - - Trade payables 1,029 1,029 1,029 Amounts owed to related parties 801 801 801 - - - Other payables 1,687 1,687 1,687 - - - Lease liabilities 800 910 408 105 163 233 Loan advanced (Note 12) - 1,371 1,371 Total 19,588 5,798 20,567 105 163 233 * contractual cash flows for warrants are €nil (liability of €7.7 million) (2021: €15.3 million) because warrants will be settled in shares. (e) Market risk and interest rate risk Market risk is the risk that changes in market prices and indices, such as foreign exchange rates and interest rates, will affect the Group’s income or the value of its holdings of financial instruments. Interest rate risk is not significant to the Group. (f) Foreign exchange risk The Group uses the Euro as its functional currency. Foreign exchange rate risk is the risk that the fair value of Group assets or liabilities, or future expected cash flows will fluctuate because of changes in foreign currency exchange rates. While the Company’s shares are listed in US dollars, the currency of the primary operating environment of the Group is the Euro, and its exposure to the risk of changes in foreign currency would arise primarily when revenue or expense is denominated in a currency other than the Euro. The Company is building out its operations in the United States of America and Australia but, to date, has not entered into any significant commercial contracts. As of December 31, 2022 the Group’s operations were confined to the Eurozone, so the effect of the translation of foreign operations is not significant to the Group. At the year-end the Company had USD and EUR cash balances of approximately $ 0.3 22.9 7.8 14.8 The following significant exchange rates have been applied during the year. Schedule of significant exchange rates Average rate Period-end spot rate 2022 2021 2022 2021 Euro USD 1.0530 1.1795 1.0666 1.1326 Sensitivity analysis A reasonably possible strengthening of the Euro against the Group’s principal foreign currency denominated amounts at December 31, 2022 would have decreased the Group’s loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. Schedule of possible strengthening of the euro 2022 2021 €’000 €’000 USD (10 percent strengthening of the euro) 796 761 (g) Capital Management The Group’s policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain the future development of the business. The board of directors monitors the return on capital. |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2022 | |
Loss Per Share | |
Loss per share | 23. Loss per share Schedule of Earnings / (loss) per share 2022 2021 Basic (loss)/ earnings per ordinary share (2.05 ) 1.80 Diluted (loss)/ earnings per ordinary share (2.05 ) 1.79 Number of ordinary shares used for loss per share (weighted average) Basic 13,330,947 13,110,158 Diluted 13,330,947 13,198,054 Basic earnings/ (loss) per share is calculated by dividing the loss for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted loss per share is calculated by dividing the loss attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of Class A ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into Class A ordinary shares. The diluted loss per share reflects the basic loss per share since the effects of potentially dilutive securities are anti-dilutive. For the year ended 31 December 2022, the Group was loss-making, therefore, the following anti-dilutive instruments are excluded in the calculation of diluted weighted average number of ordinary shares outstanding: Schedule of weighted average number of ordinary shares 2022 Warrants 8,869,633 RSUs - outstanding 88,084 RSUs - vested but no ordinary shares issued 29,253 Incentive shares 5,000 Share options 2,128,554 The potential outstanding equity awards under the 2020 Earn-Out arrangement expired June 30, 2022 and none of the required conditions were met. At December 31, 2021, there were 42,896 15,000 284,250 284,250 8,869,633 |
Related parties
Related parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Parties | |
Related parties | 24. Related parties U Subsidiaries A list of the Groups subsidiaries is disclosed in note 25. All transactions with subsidiaries eliminate on consolidation and are not presented, in accordance with revised IAS 24. Joint ventures Fusion Fuel Spain, S.L. (“Fusion Fuel Spain”) is a joint venture in which the Group has joint control and a 50% ownership interest. Fusion Fuel Spain commenced operations in Q4 2021. During the year ended December 31, 2022, Fusion Fuel Spain drew down €1.27 million of the subordinated loan of €2 million that was committed by the Group during the prior year (Note 11). Key management personnel (a) Compensation The key management personnel at December 31, 2022 are the members of the Group’s Executive Committee. There were eight members of the Executive Committee at December 31, 2022 all members were in situ for the for the full year. The remuneration expense for the key management personnel includes salaries and share-based payments. Schedule of key management personnel 2022 2021 2020 €’000 €’000 €’000 Basic salary 1,471 683 135 Short-term employee benefits 498 5 - Other long-term benefits 80 3 - Share-based compensation 2,957 183 1,066 Total 5,006 874 1,201 (b) Transactions During 2022, Parent paid certain tax liabilities arising from the vesting of RSUs on behalf of three of its directors; Frederico Figueira de Chaves, João Wahnon and Jaime Silva. The individual liability for each of the three directors amounted to €27,098. All three directors repaid Parent before the end of 2022. There were no other transactions with key management personnel during the year. Founders – Negordy Investments, S.A. and MagP Inovação, S.A. Negordy Investments, S.A (“Negordy”) ownership is split across four shareholders, three of which are related parties. Magno Efeito, S.A., Numberbubble, S.A. and Key Family Holdings Investimentos e Consultoria de Gestão, Lda. (“KFH”) together own 90% of the ordinary shares of Negordy. Magno Efeito, S.A., an entity jointly controlled by Mr. Jaime Silva and Márcia Vicente, Mr. Silva’s wife. Numberbubble, S.A., an entity controlled by Mr. Joao Teixeira Wahnon. KFH is an entity jointly owned and controlled by Mr. Frederico Figueira de Chaves and his brother. All three individuals hold executive management positions within the Group and are Directors of the Parent. The remaining shareholder of Negordy, FalcFive, LDA is not considered to be a related party of the Group. The shareholder agreement stipulates that all decisions requiring board approval must be unanimous and if one shareholder disagrees, the motion cannot be passed. Magno Efeito, S.A., Numberbubble, S.A. and FalcFive, LDA are the founders of Negordy. KFH acquired their ordinary shares in 2018. Negordy owns 1,593,750 1,593,750 11.50 1,593,750 On January 1, 2021, the Group entered into a sub-lease agreement with Negordy for space of 4,156 square meters of office, logistical, and industrial activities. Parking plots are also included. The sub-lease has an initial term of five years, with automatic renewal for additional terms of five years until either party notifies the other party of its intention not to renew. Either party can choose to terminate the agreement after 12 months once adequate communication is provided to the other party. The monthly rent determined by the sub-lease is fixed at €0.02 million. The shareholders and founders of Negordy founded MagP Inovação, S.A. (“MagP”), a company that produces, installs, assembles, operates, and maintains modules, tracking structures and accessories for all equipment relating to CPV solar trackers (collectively, the “Trackers”) Hydrogen Generators In 2022, the value of these transactions with MagP was € 7.7 7.5 MagP does not hold any interest in Class A ordinary shares and does not hold any warrants to purchase Class A ordinary shares. Other Directors and officers of the company have control of more than 10% of the voting shares of the company, however no individual controls more than 10% of the company. We are not aware of any person or shareholder who directly or indirectly, jointly or severally, exercises or could exercise control over the Group. Directors and Officers hold a total of 1,127,815 1,361,392 11.50 During the prior year, the Company made a payment on behalf of Rune Lundetrae, a board member, amounting to €0.03 million. At December 31, 2022, this amount remained outstanding and was subsequently repaid on March 20, 2023. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies | |
Commitments and contingencies | 25. Commitments and contingencies In a prior period, a subsidiary of the Group entered into an agreement, with MagP, a related party to deliver equipment, materials and assembling services in relation to the Groups other ongoing production facilities. At the beginning of 2023, the parties agreed to remove the yearly minimum commitment and provide the quantities to be produced on a quarterly basis. The costs paid by the Group on behalf of Fusion Fuel Spain have been treated as an advancement of this loan for accounting purposes. A further commitment of € 0.8 The Company has provided payment guarantees of € 0.1 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent events | 26. Subsequent events There have been no significant events since the statement of financial position date that would require disclosure or amendment to these consolidated financial statements. |
Group companies
Group companies | 12 Months Ended |
Dec. 31, 2022 | |
Group Companies | |
Group companies | 27. Group companies Schedule of Group companies Entity name Country of incorporation Principal activities Group interest at December 31, 2022 Fusion Fuel Portugal, S.A. Portugal Operating company 100 Fuel Cell Évora, Unipessoal LDA Portugal Hydrogen production 100 Fuel Cell Évora I, Unipessoal LDA Portugal Hydrogen production 100 Fusion Fuel USA, Inc. United States Operating company 100 Fusion Fuel Spain, S.L Spain Hydrogen production 50 Fusion Fuel Australia, PTY Ltd Australia Hydrogen production 100 Fusion Fuel Australia – Pilot PTY Ltd Australia Hydrogen production 100 Hevo Sines, Unipessoal LDA Portugal Hydrogen production 100 Hevo Sines II, Unipessoal LDA Portugal Hydrogen production 100 Hevo Sines III, Unipessoal LDA Portugal Hydrogen production 100 Hevo Portugal, Unipessoal, Lda. Portugal Hydrogen production 100 Fusion Cell Spain, S.L. Spain No activity to date N/A (1) Incorporated on March 16, 2023 |
Approval of financial statement
Approval of financial statements | 12 Months Ended |
Dec. 31, 2022 | |
Approval Of Financial Statements | |
Approval of financial statements | 28. Approval of financial statements The directors approved the financial statements on May 15, 2023. |
Basis of preparation and sign_2
Basis of preparation and significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Basis Of Preparation And Significant Accounting Policies | |
Statement of compliance | Statement of compliance The consolidated financial statements have been prepared in accordance with International Accounting Standards and International Financial Reporting Standards (“IFRS”) as adopted by the EU (“IFRS as adopted by the EU”), which are effective for the year ended and as at December 31, 2022. In addition to complying with its legal obligation to comply with IFRS as adopted by the EU, the consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) (“IFRS as issued by the IASB”). These consolidated financial statements are presented in Euro, the functional and presentation currency of the Company. All financial information presented has been rounded to the nearest thousand, unless otherwise stated. The consolidated financial statements have been prepared on the historical cost basis except for derivatives which have been measured at fair value and share based payments which have been measured at grant date fair value. Reclassifications have been made, whenever necessary, to prior period financial statements to conform to the current period presentation for the year ended December 31, 2021. |
Basis of consolidation | Basis of consolidation Subsidiaries The Group financial statements consolidate the financial statements of the Company and its subsidiaries up to December 31, 2022. A parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest (“NCI”) and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. Interests in equity-accounted investees The Group’s interests in equity-accounted investees comprise interests in a joint venture. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries. The Group’s investment in its joint venture is accounted for using the equity method. Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the joint venture since the acquisition date. The statement of profit or loss reflects the Group’s share of the results of operations of the joint venture. Any change in other comprehensive income (“OCI”) of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture. The aggregate of the Group’s share of profit or loss of a joint venture is shown on the face of the statement of profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the joint venture. The financial statements of the joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value, and then recognises the loss within ‘Share of profit of a joint venture’ in the statement of profit or loss. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. |
Functional currency | Functional currency Foreign currency transactions Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance costs. Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Euro at the exchange rates at the dates of the transactions. Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI. When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss. |
At the Market Issuance Sales Agreement (“ATM”) | At the Market Issuance Sales Agreement (“ATM”) On June 6, 2022, the Parent entered into an At the Market Issuance Sales Agreement (“the ATM”) with B. Riley Securities, Inc., Fearnley Securities Inc., and H.C. Wainwright & Co., LLC, pursuant to which the Company may offer and sell, from time to time, through or to the agents, acting as agent or principal, Class A ordinary shares of the Company having an aggregate offering price of up to $ 30 681,926 3.7 3.7 0.1 0.1 |
Going concern | Going concern As of December 31, 2022, the Group had € 8.2 2.9 2.9 191.8 157.1 The Group expects to continue to incur net losses for the foreseeable future and is highly dependent on its ability to find additional sources of funding in the form of debt or equity financing to fund its planned operations. The Group's success depends on the profitable commercialization of its proprietary HEVO technology. There is no assurance that the Group will be successful in the profitable commercialization of its technology. These conditions raise significant doubt about the Group’s ability to continue as a going concern and therefore, to continue realizing their assets and discharging their liabilities in the normal course of business. Based upon its current operating and financial plans, management believes it will have sufficient access to financial resources to fund operations for at least one year after the date the financial statements are issued. In making this assessment, management has considered the Group’s available cash resources, expected inflows from both technology sales and grant award agreements, future financing options available to the Group (debt and/or equity), the planned operations of the Group and the ability to adjust its plans if required. Inflows Subsequent to December 31, 2022, the Group recorded the following inflows: · € 2.2 1.3 · € 3.1 2.8 · € 2.4 The Group is in advanced discussions with a Portuguese based financial institution regarding an additional working capital credit facility related to future grant inflows, which, if entered into, would provide additional liquidity of approximately € 3.5 To date, the Group has been awarded € 64.1 6.0 5.4 Outflows During 2022, the Board of Directors approved the installation of multiple production lines at the Group’s production facility at Benavente. The Group has signed agreements amounting to €18.3 million relating to the design, fit-out and installation of multiple production lines. At December 31, 2022, the Group had capital commitments of €12.4 million (2021: €nil) of which €6.4 million fall due for repayment during 2023. During 2023, the Group has already paid €1.3 million of this amount. Further to the above, the Group has committed contract spend of approximately € 7.9 1.9 As previously disclosed, the Group is in continual negotiations with third parties to fund its operations, as well as exploring all available sources of financing. Although negotiations have progressed (in some cases to the point of signed letters of intent or term sheets with third parties), none have reached the stage of executed definitive agreements at this time. As negotiations are fluid, it is possible that any particular negotiation could accelerate or be abandoned at any time. An announcement of any material agreement with a third party would be made when and if a binding agreement is reached with such third party. The inability to obtain funding, as and when needed, would have a negative impact on the Group’s financial conditions and ability to pursue its business strategies. If the Group is unable to obtain funding, the Group could be forced to delay, reduce, or eliminate some or all of its research and development programs or strategic partnerships efforts, which could adversely affect its business prospects, or the Group may be unable to continue operations. Although management intends to pursue plans to obtain additional funding to finance its operations, there is no assurance that the Group will be successful in obtaining sufficient funding on terms acceptable to the Group to fund continuing operations, if at all. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this material uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Group will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. |
New standards or amendments | New standards or amendments There were no new standards effective for the period commencing 1 January 2022 that had a material impact on the Group. A number of new standards, amendments to standards and interpretations are not yet effective for the period and have not yet been applied in preparing the consolidated financial statements. The Group is in the process of assessing the impact on the financial statements of these new standards and amendments. Management currently expects no material impact on the Group’s financial statements on adoption of these amendments. |
Significant accounting policies | Significant accounting policies There have been no material changes to the Group’s significant accounting policies, other than the introduction of an accounting policy for contract assets and government grants, as compared to the significant accounting policies described in the Form 20-F for the fiscal year ended December 31, 2021. |
Government grants | Government grants The Group recognises government grants when there is reasonable assurance that the Group will comply with the relevant conditions and the grant will be received. Government grants related to assets are deducted from the cost of the asset using the net presentation approach. The grant is recognised in profit or loss over the life of a depreciable asset as a reduced depreciation expense. Grants that compensate the Group for expenses incurred are recognised in profit or loss on a systematic basis in the periods in which the expenses are recognised, unless the conditions for receiving the grant are met after the related expenses have been recognised. In this case, the grant is recognised when it becomes receivable. |
Leases | Leases At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following: · fixed payments, including in-substance fixed payments; · variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; · amounts expected to be payable under a residual value guarantee; and · the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group presents right-of-use assets in ‘property, plant and equipment’ and lease liabilities in ‘trade and other payables’ in the statement of financial position. The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Sale-and-leaseback transactions The Group derecognises the asset from the statement of financial position with any gain or loss relating to the rights transferred as part of the sale recognised as other income. The leaseback shall be classified as either an operating lease or a finance lease. If the leaseback is classified as an operating lease, the asset shall be recognised in the statement of financial position and depreciated over its useful life. If the leaseback is classified as a finance lease, the asset shall remain derecognised and recognised as a right-of-use asset, and a liability shall be recognised for the present value of lease payments. |
Inventories | Inventories Inventories are stated at the lower of cost and net realizable value. Cost comprises of direct materials and the cost of bringing the components to their present condition. Cost is based on weighted average price. Net realisable value is calculated as the estimated selling price arising in the ordinary course of business, net of estimated selling costs. |
Segment information | Segment information The Group manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Group’s focus is on the research and development . The Executive Committee, and in particular the Chief Financial Officer, is the chief operating decision maker who regularly reviews the consolidated operating results and makes decisions about the allocation of the Group’s resources. |
Research and development expenditure | Research and development expenditure Research costs are expensed to profit or loss as incurred and development costs are capitalised, where they meet the criteria for capitalisation. |
Trade and other payables | Trade and other payables Trade payables are recognised initially at fair value and subsequently measured at amortised cost. |
Provisions – onerous contracts | Provisions – onerous contracts A provision for an onerous contract is recognised when it becomes probable that the total contract costs will exceed total contract revenue. Before a provision for onerous contracts is recorded, the related assets under construction are measured at their net realisable value and written-off if necessary. Onerous contracts are identified by monitoring the progress of the contract together with the underlying programme status. An estimate of the related contract costs is made, which requires significant and complex assumptions, judgements and estimates related to achieving certain performance standards. |
Current taxation | Current taxation The current taxation charge is calculated at the amount expected to be recovered from or paid to the taxation authorities on the basis of the tax laws enacted or substantively enacted at the reporting date. |
Deferred taxation | Deferred taxation Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax losses can be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used. |
Equity instruments | Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Class A ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction from equity, net of tax effects. |
Derivative liabilities – warrants | Derivative liabilities – warrants Derivatives are initially recognised at their fair value on the date the derivative contract is entered into and transaction costs are expensed to profit or loss. The Company’s warrants are subsequently re-measured at fair value at each reporting date with changes in fair value recognised in profit or loss. As the exercise price of the Company’s share purchase warrants is fixed in US dollars and the functional currency of the Company is the Euro, these warrants are considered a derivative, as a variable amount of cash in the Company’s functional currency will be received on exercise. Accordingly, these share purchase warrants are classified and accounted for as a derivative liability. The fair value is determined using market price on the NASDAQ under the ticker HTOOW. When a warrant is exercised, the derivative liability is then reclassified to share premium. |
Business combinations | Business combinations The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of the business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a “concentration test” that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. |
Share-based payment arrangements | Share-based payment arrangements The grant-date fair value of equity-settled share-based payments arrangements granted to employees and non-employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the numbers of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. For share-based payment awards that vest at the discretion of the board of directors, the fair value is determined at the reporting date until such time that there is a shared understanding of the vesting period. |
Financial instruments | Financial instruments Recognition and initial measurement Receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus transaction costs that are directly attributable to its acquisition or issue. Financial assets at fair value through profit or loss (FVTPL) These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. Classification and subsequent measurement On initial recognition, a financial asset is classified as measured at: amortised cost; Fair Value through Other Comprehensive Income (“FVOCI”) – debt investment; FVOCI – equity investment; or FVTPL. Financial liabilities – Classification, subsequent measurement and gains and losses Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. |
Derecognition | Derecognition Financial assets The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Financial liabilities The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred, or liabilities assumed) is recognized in profit or loss. |
Prepayments and other receivables | Prepayments and other receivables Prepayments and other receivables are recognised initially at fair value and then carried at amortised cost less allowance for impairment. The company applies the IFRS 9 Financial Instruments |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand, and short-term deposits with a maturity of three months or less. For the purposes of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above. Restricted cash comprises cash that the Group is required to spend on specific projects and is not available for general use. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment is included at cost less accumulated depreciation and/or accumulated impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided using the straight-line method to write off cost to residual value over the estimated useful life of the individual asset. Land is not depreciated and assets categorised as being under construction are not depreciated until such time that they are in use. The following rates per annum are used: Plant and machinery 3-10 years Office and other equipment 3-10 years Leases Lease term The carrying values of property, plant and equipment are reviewed for indicators of impairment at each reporting date or when events or changes in circumstances indicate the carrying value may not be recoverable (whichever is the earlier). If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash generating units are written down to their recoverable amount. |
Intangible assets | Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets acquired in a business combination are measured on initial recognition at their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and/or any accumulated impairment losses. Product development costs are not amortised until such time that they are in use after which it is expected they will be amortised over their estimated useful lives (three to five years). Amortisation is provided using the straight-line method to write off cost to residual value over the estimated useful life of the individual asset. The following rates per annum are used: Software 3 years Completed development technology 3 years Intellectual property Indefinite useful life Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in the income statement in the year in which the expenditure is incurred. Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in the profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses, unless the product development costs are still being used in product development in which case it is considered indefinite useful life. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. Impairment arises if the recoverable amount of the intangible asset is lower than its carrying value under IFRS. Recoverable amount is the higher of an asset’s value in use or its estimated realisable value less costs to sell. If the carrying amount of an intangible asset exceeds its recoverable amount, an impairment loss is recognised in an amount equal to that excess. |
Administration expenses (Tables
Administration expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Administration Expenses | |
Schedule of administration expenses | Schedule of administration expenses 2022 2021 2020 €’000 €’000 €’000 Wages and salaries 8,706 2,970 122 Depreciation and amortization 1,002 351 - Professional fees 1,722 1,397 2,742 Consulting fees 2,068 1,085 183 Other expenses 4,918 1,707 303 Administration expenses 18,416 7,510 3,350 |
Finance costs_ income (Tables)
Finance costs/ income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Finance Costs Income | |
Schedule of finance costs/ Income | Schedule of finance costs/ Income 2022 2021 2020 €’000 €’000 €’000 Finance costs Interest and similar expenses 62 23 10 Foreign exchange variances - - 667 Fair value loss on short-term investments 900 - - Finance costs 962 23 677 Finance income Foreign exchange variances 1,379 2,392 - Interest receivable and similar income - - 2 Fair value gain on short-term investments - 47 - Other finance income - 274 - Finance income 1,379 2,713 2 |
Share-based payments (Tables)
Share-based payments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share based payments: | |
Schedule of Restricted share units | Schedule of Restricted share units Number of RSUs Weighted average grant date fair value per share 2022 2021 2022 2021 As at 1 January 42,896 - $ 12.24 - Granted during the year 59,441 57,896 $ 8.00 $ 12.24 Vested during the year (1) (14,253 ) (15,000 ) $ 12.17 $ 12.24 Forfeited during the year (442 ) - $ 12.24 - As at December 31 87,642 42,896 $ 11.43 $ 12.24 (1) No ordinary shares were issued in connection with the RSUs that vested during the years ended December 31, 2022 and 2021. |
Schedule Of Range Of Assumptions | Schedule Of Range Of Assumptions Tranche 1 Tranche 2 Directors Volatility 70.91 70.91 75.32 Expected term in years 7 7 6.92 Dividend rate 0 0 0 Risk-free interest rate 1.58 1.58 1.58 Hurdle price - $18 - Exercise price $10.50 $10.50 $6.45 Share price $9.42 $9.42 5.03 Fair value of option on grant date $6.14 $6.18 3.31 |
Schedule of Option Outstanding | Schedule of Option Outstanding Number of options Weighted average Grant date fair value per share Options outstanding December 31, 2021 - $ - Granted during the year 2,128,554 $ 5.21 Vested during the year (461,887 ) $ 3.31 Options outstanding December 31, 2022 1,666,667 $ 5.21 |
Schedule of Incentive shares | Schedule of Incentive shares Number of shares Weighted average Grant date fair value per share Incentive shares outstanding December 31, 2021 30,000 $ 23 Forfeited (25,000 ) $ - Incentive shares outstanding December 31, 2022 5,000 $ 23 |
Schedule of Reconciliation to statement of profit or loss | Schedule of Reconciliation to statement of profit or loss 2022 2021 2020 €’000 €’000 €’000 2020 Earn-Out - (1,400 ) 1,400 RSUs 526 228 - Incentive shares 21 331 38 Options 2,962 - - Share-based payment expense/ (credit) 3,509 (841 ) 1,438 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of Right-of-use assets | Schedule of Right-of-use assets Equipment Properties Vehicles Land Total €’000 €’000 €’000 €’000 €’000 January 1, 2021 - - - - - Additions right-of-use assets - 650 267 194 1,111 Depreciation charge for the period - (293 ) (19 ) (8 ) (320 ) January 1, 2022 - 357 248 186 791 Additions right-of-use assets 48 6,673 274 - 6,995 Revaluation of right-of-use assets - 708 - - 708 Derecognition of right-of-use assets - - (44 ) - (44 ) Depreciation charge for the period (3 ) (360 ) (84 ) (7 ) (454 ) December 31, 2022 45 7,378 394 179 7,996 |
Schedule of statement of profit or loss | Schedule of statement of profit or loss 2022 2021 2020 €’000 €’000 €’000 Interest on lease liabilities 32 22 - Expenses relating to short-term leases 428 127 - Depreciation of right-of-use assets 454 319 - |
Schedule of statement of cash flows | Schedule of statement of cash flows 2022 2021 2021 €’000 €’000 €’000 Total cash outflow for leases 1,314 470 - |
Schedule of future minimum lease liabilities | Schedule of future minimum lease liabilities Future minimum lease payments 2022 Interest 2022 Present value of minimum lease payments 2022 €’000 €’000 €’000 Less than one year 1,118 447 671 Between two and five years 3,749 1,925 1,824 More than five years 8,602 2,774 5,827 13,469 5,146 8,322 |
Schedule of reconciliation of lease liabilities | Schedule of reconciliation of lease liabilities €’000 Balance at January 1, 2021 - Payment of lease liabilities (311 ) New leases 1,111 Interest expense 22 Interest paid (22 ) Balance at January 1, 2022 800 Payment of lease liabilities (445 ) New leases 7,303 Revaluations 708 Derecognition (44 ) Interest expense 32 Interest paid (32 ) Balance at December 31, 2022 8,322 |
Schedule of Lease liabilities | Schedule of Lease liabilities 2022 2021 €’000 €’000 Non-current Lease liability 7,651 411 Current Lease liability (note 17) 671 389 Balance at period end 8,322 800 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Abstract | |
Schedule of inventory | Schedule of inventory 2022 2021 €’000 €’000 Raw materials 5,785 3,685 Work in progress 16,551 - 22,336 3,685 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Taxation | |
Schedule of reconciliation of effective tax rate | Schedule of reconciliation of effective tax rate 2022 2021 2020 €’000 €’000 €’000 Profit/ (loss) before tax (27,313 ) 23,564 (183,130 ) Tax using Company’s domestic tax rate at 12.5% 3,414 (2,945 ) 22,931 Tax effect of: Non-deductible expenses / non-taxable income (842 ) 3,848 (22,428 ) Current-year losses for which no deferred tax asset is recognized (3,973 ) (1,312 ) (503 ) Impacts of different foreign tax rates 1,435 409 - Total tax charge 34 - - |
Equity-accounted investees (Tab
Equity-accounted investees (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity-accounted Investees | |
Schedule of equity accounted investees | Schedule of equity accounted investees €’000 Interest in joint venture January 1, 2021 - Investment during the year 629 Loss for the year attributable to the Group (629 ) December 31, 2021 - Investment during the year 628 Loss for the year attributable to the Group (628 ) December 31, 2022 - |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Schedule of intangible assets | Schedule of intangible assets Completed development technology Product development in progress Intellectual property and patents registration Software Total 2022 €’000 €’000 €’000 €’000 €’000 Cost January 1, 2022 - 1,918 1,911 23 3,852 Additions* 37 1,733 - 81 1,851 Transfers during the year 2,934 (2,934 ) - - - December 31, 2022 2,971 717 1,911 104 5,703 Amortisation January 1, 2022 - - - (5 ) (5 ) Amortisation charge (330 ) - - (18 ) (348 ) December 31, 2022 (330 ) - - (23 ) (353 ) Net book value At December 31, 2022 2,641 717 1,911 81 5,350 2021 Cost January 1, 2021 - 288 1,911 4 2,203 Additions - 1,630 - 19 1,649 December 31, 2021 - 1,918 1,911 23 3,852 Amortisation January 1, 2021 - - - - - Amortisation charge - - - (5 ) (5 ) December 31, 2021 - - - (5 ) (5 ) Net book value At December 31, 2021 - 1,918 1,911 18 3,847 * The additions relate to materials acquired during the period for the purpose of developing our HEVO technology. |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | |
Schedule of property, plant and equipment | Schedule of property, plant and equipment Assets under construction Plant and machinery Office and other equipment Right of use assets Total 2022 €’000 €’000 €’000 €’000 €’000 Cost At January 1, 2022 17,161 - 185 1,111 18,457 Additions during the year 9,191 1,267 274 322 11,054 Revaluation - - - 708 708 Transfers during the year (2,149 ) 70 (70 ) - (2,149 ) Sale-and-leaseback (8,294 ) - - 6,673 (1,621 ) Disposals - - - (52 ) (52 ) Grant income (803 ) - - - (803 ) At December 31, 2022 15,106 1,337 389 8,762 25,594 Depreciation At January 1, 2022 - - (28 ) (319 ) (347 ) Charge for year - (141 ) (66 ) (454 ) (661 ) Transfers during the year - (10 ) 10 - - Impairment charge (3,321 ) - - - (3,321 ) Derecognition - - - 8 8 At December 31, 2022 (3,321 ) (151 ) (84 ) (765 ) (4,321 ) Net book values At December 31, 2022 11,785 1,186 305 7,997 21,273 At December 31, 2021 17,161 - 157 793 18,111 |
Cash Generating Unit [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of property, plant and equipment | Schedule of property, plant and equipment Assets under construction Office and other equipment Right of use assets Total 2021 €’000 €’000 €’000 €’000 Cost At January 1, 2021 6 - - 6 Additions during the year 17,155 185 1,111 18,451 At December 31, 2021 17,161 185 1,111 18,457 Depreciation At January 1, 2021 - - - - Charge for year - (28 ) (318 ) (346 ) At December 31, 2021 - (28 ) (318 ) (346 ) Net book values At December 31, 2021 17,161 157 793 18,111 At December 31, 2020 6 - - 6 |
Financial asset investments a_2
Financial asset investments at fair value through profit or loss (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Asset Investments At Fair Value Through Profit Or Loss | |
Schedule of Financial asset investments at fair value | Schedule of Financial asset investments at fair value 2022 €’000 January 1, 2021 - Investments during the year 44,328 Redemptions (18,169 ) Unrealised gains and losses 47 Translation differences 1,247 December 31, 2021 27,453 Redemptions (27,892 ) Realised gains and losses (900 ) Translation differences 1,339 December 31, 2022 - |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents [abstract] | |
Schedule of cash and cash equivalents | Schedule of cash and cash equivalents 2022 2021 €’000 €’000 Cash and cash equivalents 5,239 7,681 Restricted cash 2,925 - Total cash and cash equivalents 8,164 7,681 |
Prepayments and other receiva_2
Prepayments and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepayments And Other Receivables | |
Schedule of Prepayments and other receivables | Schedule of Prepayments and other receivables 2022 2021 €’000 €’000 Prepayments (1) 2,010 4,575 VAT recoverable (2) 3,669 3,564 Other receivables (3) 2,563 333 Prepayments and other receivables 8,242 8,472 (1) Prepayments mostly consist of advance payments to vendors for payments relating to inventory and assets under construction ahead of receipt. (2) Of this balance, €2.2 million has been received subsequent to year end. (3) Included within this caption is the grant receivable recognised as part of property, plant and equipment (€0.8 million), the deferred proceeds (€1.0 million) and security deposit (€0.3 million) paid as part of the sale and leaseback transaction entered into during the year. |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other payables [abstract] | |
Schedule of trade and other receivables | Schedule of trade and other receivables 2022 2021 €’000 €’000 Trade payables 3,680 1,029 Amounts owed to related parties (1) 2,468 801 Lease liability - current 671 389 Payroll taxes 278 149 Other payables 165 509 Trade and other payables 7,262 2,877 (1) This amount relates to a balance owing to an affiliate, MagP. |
Deferred income (Tables)
Deferred income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Income | |
Schedule of deferred income | Schedule of deferred income 2022 2021 €’000 €’000 Current Grant proceeds received 186 - Non-current Grant proceeds received 2,925 - |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Provisions [abstract] | |
Schedule of provisions | Schedule of provisions Onerous contract provisions 000 At January 1, 2022 - Provisions made during the year 8,403 At December 31, 2022 8,403 |
Shareholders_ equity (Tables)
Shareholders’ equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders Equity | |
Schedule of share capital | Schedule of share capital Number of shares €’000 Opening balance – January 1, 2021 12,054,217 1 Exercise of warrants 1,059,506 1 Issue of shares – Equity incentive plan 10,000 - Closing balance – December 31, 2021 13,123,723 2 Opening balance – January 1, 2022 13,123,723 2 Issue of shares – ATM 681,926 - Closing balance – December 31, 2022 13,805,649 2 |
Schedule of historical summary of the share capital | Schedule of historical summary of the share capital Type of share Number of shares €’000 Description 1 Ordinary share of €1,000 1 1 Issued on incorporation 1,000 Ordinary shares of €1 each 999 - 1 share converted to 1,000 shares of €1 each 49,000 Ordinary shares of €1 each 49,000 49 Issued on January 31, 2020 50,000 50 Class A ordinary shares of $0.0001 each 7,033,356 1 Issued on closing of HL Transaction Class A ordinary shares of $0.0001 each 2,450,000 - Issued to PIPE Investors Class A ordinary shares of $0.0001 each 445,861 - Exercise of warrants 9,929,217 1 Class B ordinary shares of $0.0001 each 2,125,000 - Issued to Fusion Fuel shareholders 12,054,217 1 Closing balance – December 31, 2020 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Schedule of fair value of the tradeable warrants and non tradeable warrants | Schedule of fair value of the tradeable warrants and non tradeable warrants Total no. of warrants In issue at December 31, 2020 9,929,139 Exercise of warrants during the year (1,059,506 ) In issue at December 31, 2021 8,869,633 Exercise of warrants during the year - In issue at December 31, 2022 8,869,633 |
Schedule of reconciliation of fair values | Schedule of reconciliation of fair values €’000 Balance – January 1, 2021 52,932 Fair value movement on warrants exercised* 3,211 Warrants exercised – foreign exchange differences** 67 Fair value movement on warrants unexercised (including exchange differences)* (31,565 ) Derecognition of warrant liability on exercise*** (9,374 ) Balance – December 31, 2021 15,271 Fair value movement on warrants unexercised (including exchange differences) (7,620 ) Balance – December 31, 2022 7,651 * recognised in profit or loss - Adjustments to the fair value of derivatives – warrants (€28,354) ** recognised in profit or loss - Other finance income *** recognised in equity – Share premium |
Financial instruments and ris_2
Financial instruments and risk management (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments And Risk Management | |
Schedule of unobservable inputs in fair value measurement within Level 3 | Schedule of unobservable inputs in fair value measurement within Level 3 Carrying value Fair value Cash and receivables Liabilities Total carrying amount Level 1 Level 2 Level 3 Total €’000 €’000 €’000 €’000 €’000 €’000 €’000 2022 Cash and cash equivalents 8,164 - 8,164 - - - - Other receivables* 2,311 - 2,311 - - - - Trade payables - (3,680 ) (3,680 ) - - - - Warrants - (7,651 ) (7,651 ) (7,651 ) - - (7,651 ) Amounts owed to related parties - (2,468 ) (2,468 ) Other payables** - (165 ) (165 ) - - - - 10,475 (13,964 ) (3,489 ) (7,651 ) - - (7,651 ) 2021 Cash and cash equivalents 7,681 - 7,681 - - - - Financial assets at FVTPL 27,453 - 27,453 27,453 27,453 Other receivables* 333 - 333 - - - - Trade payables - (1,029 ) (1,029 ) - - - - Warrants - (15,271 ) (15,271 ) (15,271 ) - - (15,271 ) Other payables** - (1,687 )- (1,687 ) - - - - 35,467 (17,987 ) 17,480 12,182 - - 12,182 * Prepayments and VAT have been excluded as they are not classified as a financial asset. ** Employment taxes have been excluded as these are statutory liabilities. |
Schedule of Credit risk rating | Schedule of Credit risk rating 2022 2021 Credit risk rating Aa2 12 % - BBB+ 75 % 29 % B1 12 % - B2 - 68 % Not assigned 1 % 3 % 100 % 100 % |
Schedule of expected contractual maturities | Schedule of expected contractual maturities Carrying amount Contractual cash flows Less than one year 1 – 2 years 2 – 5 years More than 5 years €’000 €’000 €’000 €’000 €’000 €’000 December 31, 2022 Derivative financial instruments – warrants* 7,651 - - - - - Trade payables 3,680 3,680 3,680 - - - Amounts owed to related parties 2,468 2,468 2,468 - - - Other payables 165 165 165 - - - Lease liabilities 9,409 13,468 1,118 1,107 1,409 9,835 Loan advanced (Note 11) - 743 743 - - - Total 23,373 20,524 8,174 1,107 1,409 9,835 December 31, 2021 Derivative financial instruments – warrants* 15,271 - - - - - Trade payables 1,029 1,029 1,029 Amounts owed to related parties 801 801 801 - - - Other payables 1,687 1,687 1,687 - - - Lease liabilities 800 910 408 105 163 233 Loan advanced (Note 12) - 1,371 1,371 Total 19,588 5,798 20,567 105 163 233 * contractual cash flows for warrants are €nil (liability of €7.7 million) (2021: €15.3 million) because warrants will be settled in shares. |
Schedule of significant exchange rates | Schedule of significant exchange rates Average rate Period-end spot rate 2022 2021 2022 2021 Euro USD 1.0530 1.1795 1.0666 1.1326 |
Schedule of possible strengthening of the euro | Schedule of possible strengthening of the euro 2022 2021 €’000 €’000 USD (10 percent strengthening of the euro) 796 761 |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loss Per Share | |
Schedule of Earnings / (loss) per share | Schedule of Earnings / (loss) per share 2022 2021 Basic (loss)/ earnings per ordinary share (2.05 ) 1.80 Diluted (loss)/ earnings per ordinary share (2.05 ) 1.79 Number of ordinary shares used for loss per share (weighted average) Basic 13,330,947 13,110,158 Diluted 13,330,947 13,198,054 |
Schedule of weighted average number of ordinary shares | Schedule of weighted average number of ordinary shares 2022 Warrants 8,869,633 RSUs - outstanding 88,084 RSUs - vested but no ordinary shares issued 29,253 Incentive shares 5,000 Share options 2,128,554 |
Related parties (Tables)
Related parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Parties | |
Schedule of key management personnel | Schedule of key management personnel 2022 2021 2020 €’000 €’000 €’000 Basic salary 1,471 683 135 Short-term employee benefits 498 5 - Other long-term benefits 80 3 - Share-based compensation 2,957 183 1,066 Total 5,006 874 1,201 |
Group companies (Tables)
Group companies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Group Companies | |
Schedule of Group companies | Schedule of Group companies Entity name Country of incorporation Principal activities Group interest at December 31, 2022 Fusion Fuel Portugal, S.A. Portugal Operating company 100 Fuel Cell Évora, Unipessoal LDA Portugal Hydrogen production 100 Fuel Cell Évora I, Unipessoal LDA Portugal Hydrogen production 100 Fusion Fuel USA, Inc. United States Operating company 100 Fusion Fuel Spain, S.L Spain Hydrogen production 50 Fusion Fuel Australia, PTY Ltd Australia Hydrogen production 100 Fusion Fuel Australia – Pilot PTY Ltd Australia Hydrogen production 100 Hevo Sines, Unipessoal LDA Portugal Hydrogen production 100 Hevo Sines II, Unipessoal LDA Portugal Hydrogen production 100 Hevo Sines III, Unipessoal LDA Portugal Hydrogen production 100 Hevo Portugal, Unipessoal, Lda. Portugal Hydrogen production 100 Fusion Cell Spain, S.L. Spain No activity to date N/A (1) Incorporated on March 16, 2023 |
Business activity (Details Narr
Business activity (Details Narrative) € / shares in Units, € in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 EUR (€) shares € / shares | Dec. 31, 2022 USD ($) shares | Dec. 04, 2020 EUR (€) | Dec. 04, 2020 USD ($) | |
IfrsStatementLineItems [Line Items] | ||||
Exercise price (in Dollars per share) | € / shares | € 11.50 | |||
Unexercised warrants expire term | 5 years | 5 years | ||
Benavente [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Gross proceeds | € | € 9,300 | |||
Security deposit | € | € 7,500 | |||
Class A Ordinary Shares [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Warrants issued | 2,125,000 | 2,125,000 | ||
Exercise price (in Dollars per share) | € / shares | € 11.50 | |||
Additional share based payment awards | 1,137,000 | 1,137,000 | ||
Additional share based payment awards warrants issued | 1,137,000 | 1,137,000 | ||
Class A Ordinary Shares [Member] | Accredited Investors [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Shares issued | 2,450,000 | |||
Price per share (in Dollars per share) | € / shares | € 10.25 | |||
Gross proceeds | € 20,700 | $ 25,100 | ||
Class B Ordinary Shares [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Shares issued | 2,125,000 | |||
H L Acquisitions Corp [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Consideration transferred, acquisition-date fair value | € 44,400 | $ 54,000 | ||
H L Acquisitions Corp [Member] | Class A Ordinary Shares [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Shares issued | 7,033,356 | |||
Warrants issued | 8,250,000 | 8,250,000 | ||
Exercise price (in Dollars per share) | € / shares | € 11.50 |
Basis of preparation and sign_3
Basis of preparation and significant accounting policies (Details Narrative) € in Thousands, $ in Thousands | 12 Months Ended | |||||
Jun. 06, 2022 EUR (€) shares | Jun. 06, 2022 USD ($) shares | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 EUR (€) | Dec. 31, 2019 EUR (€) | |
IfrsStatementLineItems [Line Items] | ||||||
Cash and cash equivalents | € 5,239 | € 7,681 | € 58,007 | |||
Accumulated deficit | (191,777) | (164,430) | ||||
Operating loss | (442) | (2,690) | 675 | |||
Cash received | 2,200 | |||||
VAT receivable balance | 1,300 | |||||
Grant funding | 6,410 | |||||
Expenditure | 1,771 | € 1,630 | € 294 | |||
Proceeds from fees | 2,400 | |||||
Working capital | 3,500 | |||||
Grant funding received | € 6,000 | |||||
Capital commitments description | The Group has signed agreements amounting to €18.3 million relating to the design, fit-out and installation of multiple production lines. At December 31, 2022, the Group had capital commitments of €12.4 million (2021: €nil) of which €6.4 million fall due for repayment during 2023. During 2023, the Group has already paid €1.3 million of this amount. | |||||
Committed contract | € 7,900 | |||||
Committed contract paid | € 1,900 | |||||
Computer software [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Intangible assets useful life | 3 years | |||||
Completed Development Technology [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Intangible assets useful life | 3 years | |||||
Intellectual Properties [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Intangible assets useful life | Indefinite useful life | |||||
Plant And Machinery [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Property, plant and equipment useful life | 3-10 years | |||||
Office And Other Equipment [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Property, plant and equipment useful life | 3-10 years | |||||
Leases [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Property, plant and equipment useful life | Lease term | |||||
Grant Agreement [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Grant funding | € 3,100 | |||||
Expenditure | 2,800 | |||||
Submitted for payment | 5,400 | |||||
Directors [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Cash and cash equivalents | 8,200 | |||||
Short-term investments | 2,900 | |||||
Selling general and administrative expenses | 2,900 | |||||
Accumulated deficit | 191,800 | |||||
Operating loss | € 157,100 | |||||
Class A Ordinary Shares [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Commissions | € 100 | $ 100 | ||||
A Tthe Market Issuance Sales Agreement [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Aggregate offering price | € 30,000 | |||||
A Tthe Market Issuance Sales Agreement [Member] | Class A Ordinary Shares [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Number of shares sold | shares | 681,926 | 681,926 | ||||
Net proceeds | € 3,700 | $ 3,700 |
Significant accounting judgem_2
Significant accounting judgements, estimates and assumptions (Details Narrative) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Impairment charge on inventory | € 3,200 | |
Development of projects in progress | 700 | € 1,900 |
Property plant and equipment assets construction | 15,100 | € 17,200 |
Impairment of assets | 3,300 | |
Exolum [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Onerous contract provision on inventory | € 5,200 |
Revenue (Details Narrative)
Revenue (Details Narrative) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue [abstract] | ||
Revenue | € 0 | € 0 |
Administration expenses (Detail
Administration expenses (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Administration Expenses | |||
Wages and salaries | € 8,706 | € 2,970 | € 122 |
Depreciation and amortization | 1,002 | 351 | |
Professional fees | 1,722 | 1,397 | 2,742 |
Consulting fees | 2,068 | 1,085 | 183 |
Other expenses | 4,918 | 1,707 | 303 |
Administration expenses | € 18,416 | € 7,510 | € 3,350 |
Finance costs_ income (Details)
Finance costs/ income (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance costs | |||
Interest and similar expenses | € 62 | € 23 | € 10 |
Foreign exchange variances | 667 | ||
Fair value loss on short-term investments | 900 | ||
Finance costs | 962 | 23 | 677 |
Finance income | |||
Foreign exchange variances | 1,379 | 2,392 | |
Interest receivable and similar income | 2 | ||
Fair value gain on short-term investments | 47 | ||
Other finance income | 274 | ||
Finance income | € 1,379 | € 2,713 | € 2 |
Share-Based Payments (Details)
Share-Based Payments (Details) - € / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Share based payments: | |||
Rsu Beginning Balance | 42,896 | ||
Weighted average Grant date fair value per share, Rsu Beginning Balance | € 12.24 | ||
Rsu Granted | 59,441 | 57,896 | |
Weighted average Grant date fair value per share, Rsu Granted | € 8 | € 12.24 | |
Rsu Vested | [1] | (14,253) | (15,000) |
Weighted average Grant date fair value per share, Rsu Vested | [1] | € 12.17 | € 12.24 |
Rsu Forfeited | (442) | ||
Weighted average Grant date fair value per share, Rsu Forfeited | € 12.24 | ||
Rsu Ending Balance | 87,642 | 42,896 | |
Weighted average Grant date fair value per share, Rsu Ending Balance | € 11.43 | € 12.24 | |
[1]No ordinary shares were issued in connection with the RSUs that vested during the years ended December 31, 2022 and 2021. |
Share-Based Payments (Details 1
Share-Based Payments (Details 1) | 12 Months Ended |
Dec. 31, 2022 € / shares | |
Tranche 1 [Member] | |
IfrsStatementLineItems [Line Items] | |
Volatility | 70.91% |
Expected term in years | 7 years |
Dividend rate | 0% |
Risk-free interest rate | 1.58% |
Exercise price | € 10.50 |
Share price | 9.42 |
Fair value of option on grant date | € 6.14 |
Tranche 2 [Member] | |
IfrsStatementLineItems [Line Items] | |
Volatility | 70.91% |
Expected term in years | 7 years |
Dividend rate | 0% |
Risk-free interest rate | 1.58% |
Hurdle price | € 18 |
Exercise price | 10.50 |
Share price | 9.42 |
Fair value of option on grant date | € 6.18 |
Directors [Member] | |
IfrsStatementLineItems [Line Items] | |
Volatility | 75.32% |
Expected term in years | 6 years 11 months 1 day |
Dividend rate | 0% |
Risk-free interest rate | 1.58% |
Exercise price | € 6.45 |
Share price | 5.03 |
Fair value of option on grant date | € 3.31 |
Share-Based Payments (Details 2
Share-Based Payments (Details 2) - Options [Member] | 12 Months Ended |
Dec. 31, 2022 € / shares shares | |
IfrsStatementLineItems [Line Items] | |
Number of options outstanding, beginning | shares | |
Weighted average Grant date fair value per share outstanding, beginning | € / shares | |
Options granted | shares | 2,128,554 |
Weighted average Grant date fair value per share, granted | € / shares | € 5.21 |
Options vested | shares | (461,887) |
Weighted average grant date fair value per share, vested | € / shares | € 3.31 |
Number of options outstanding, ending | shares | 1,666,667 |
Weighted average Grant date fair value per share outstanding, ending | € / shares | € 5.21 |
Share-Based Payments (Details 3
Share-Based Payments (Details 3) | 12 Months Ended |
Dec. 31, 2022 € / shares shares | |
Share based payments: | |
Incentive shares, Beginning Balance | shares | 30,000 |
Weighted average Grant date fair value per share, Incentive shares Beginning Balance | € / shares | € 23 |
Incentive shares, Forfeited | shares | (25,000) |
Weighted average Grant date fair value per share, Incentive shares Forfeited | € / shares | |
Incentive shares, Ending Balance | shares | 5,000 |
Weighted average Grant date fair value per share, Incentive shares Ending Balance | € / shares | € 23 |
Share-Based Payments (Details 4
Share-Based Payments (Details 4) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Share-based payment (credit)/ expense | € 3,509 | € (841) | € 1,438 |
N 2020 Earn Out [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Share-based payment (credit)/ expense | (1,400) | 1,400 | |
R S Us [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Share-based payment (credit)/ expense | 526 | 228 | |
Incentive Shares [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Share-based payment (credit)/ expense | 21 | 331 | 38 |
Options [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Share-based payment (credit)/ expense | € 2,962 |
Share-based payments (Details N
Share-based payments (Details Narrative) - EUR (€) € / shares in Units, € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Ordinary shares granted | 1,000,000 | ||
RSU granted | 59,441 | 57,896 | |
Expense recognized related to RSUs | € 530 | € 170 | € 0 |
Unamortized compensation expense related to RSUs | € 350 | € 390 | |
Remaining average vesting period | 1 year 8 months 12 days | 2 years 5 months 8 days | |
Stock option expenses | € 2,960 | € 0 | |
Unamortized compensation expense | € 8,270 | 0 | |
Weighted average remaining period | 4 years | ||
Incentive shares granted | 5,000 | ||
Expense recognised for Incentive shares | € 20 | € 330 | |
Unrecognised share based payment expense | € 0 | ||
Employees And Directors [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Options granted | 2,128,554 | 0 | |
Non Executive Directors [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Options granted | 128,554 | ||
Employee And Director [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of share options outstanding | 1,666,667 | 0 | |
Class A Ordinary Shares [Member] | Tranche 1 [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of option purchase | 200,000 | ||
Exercise price | € 10.50 | ||
Class A Ordinary Shares [Member] | Tranche 2 [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of option purchase | 200,000 | ||
Exercise price | € 10.50 | ||
Share price closed | 18 | ||
Class A Ordinary Shares [Member] | Tranche 3 [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price | € 10.50 | ||
Employees Directors And Consultants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
RSU granted | 59,441 | 57,896 | 0 |
Board Of Directors [Member] | Class A Ordinary Shares [Member] | Tranche 3 [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of option purchase | 50,000 |
Leases (Details)
Leases (Details) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | € 791 | |
Additions right-of-use assets | 6,995 | 1,111 |
Depreciation charge for the period | (454) | (320) |
Revaluation of right-of-use assets | 708 | |
Derecognition of right-of-use assets | (44) | |
Right-of-use assets, ending balance | 7,996 | 791 |
Equipments [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | ||
Additions right-of-use assets | 48 | |
Depreciation charge for the period | (3) | |
Revaluation of right-of-use assets | ||
Derecognition of right-of-use assets | ||
Right-of-use assets, ending balance | 45 | |
Properties [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | 357 | |
Additions right-of-use assets | 6,673 | 650 |
Depreciation charge for the period | (360) | (293) |
Revaluation of right-of-use assets | 708 | |
Derecognition of right-of-use assets | ||
Right-of-use assets, ending balance | 7,378 | 357 |
Vehicles [member] | ||
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | 248 | |
Additions right-of-use assets | 274 | 267 |
Depreciation charge for the period | (84) | (19) |
Revaluation of right-of-use assets | ||
Derecognition of right-of-use assets | (44) | |
Right-of-use assets, ending balance | 394 | 248 |
Land [member] | ||
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | 186 | |
Additions right-of-use assets | 194 | |
Depreciation charge for the period | (7) | (8) |
Revaluation of right-of-use assets | ||
Derecognition of right-of-use assets | ||
Right-of-use assets, ending balance | € 179 | € 186 |
Leases (Details 1)
Leases (Details 1) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Interest on lease liabilities | € 32 | € 22 | |
Expenses relating to short-term leases | 428 | 127 | |
Depreciation of right-of-use assets | € 454 | € 319 |
Leases (Details 2)
Leases (Details 2) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Total cash outflow for leases | € 1,314 | € 470 |
Leases (Details 3)
Leases (Details 3) € in Thousands | 12 Months Ended |
Dec. 31, 2022 EUR (€) | |
IfrsStatementLineItems [Line Items] | |
Future minimum lease payments | € 13,469 |
Interest | 5,146 |
Present value of minimum lease payments | 8,322 |
Less Than One Year [Member] | |
IfrsStatementLineItems [Line Items] | |
Future minimum lease payments | 1,118 |
Interest | 447 |
Present value of minimum lease payments | 671 |
Later than two years and not later than five years [member] | |
IfrsStatementLineItems [Line Items] | |
Future minimum lease payments | 3,749 |
Interest | 1,925 |
Present value of minimum lease payments | 1,824 |
More Than Five Years [Member] | |
IfrsStatementLineItems [Line Items] | |
Future minimum lease payments | 8,602 |
Interest | 2,774 |
Present value of minimum lease payments | € 5,827 |
Leases (Details 4)
Leases (Details 4) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Balance at beginning | € 800 | |
Payment of lease liabilities | (445) | (311) |
New leases | 7,303 | 1,111 |
Revaluations | 708 | |
Derecognition | (44) | |
Interest expense | 32 | 22 |
Interest paid | (32) | (22) |
Balance at ending | € 8,322 | € 800 |
Leases (Details 5)
Leases (Details 5) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Non-current | |||
Lease liability | € 7,651 | € 411 | |
Current | |||
Lease liability (note 17) | 671 | 389 | |
Balance at period end | € 8,322 | € 800 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Dec. 31, 2022 | |
Fusion Fuel Portugal [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Land leases | 30 years | |
Office Space [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Term | 12 months | |
Vehicles [member] | Bottom of range [member] | ||
IfrsStatementLineItems [Line Items] | ||
Term | 48 months | |
Vehicles [member] | Top of range [member] | ||
IfrsStatementLineItems [Line Items] | ||
Term | 60 months |
Inventory (Details)
Inventory (Details) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Abstract | |||
Raw materials | € 5,785 | € 3,685 | |
Work in progress* | [1] | 16,551 | |
Inventory | € 22,336 | € 3,685 | |
[1]The additions relate to materials acquired during the period for the purpose of developing our HEVO technology. |
Inventory (Details Narrative)
Inventory (Details Narrative) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Abstract | ||
Inventories | € 17,600 | € 0 |
Inventory production | 500 | 0 |
Inventory cost materials | € 400 | € 0 |
Taxation (Details)
Taxation (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxation | |||
Profit/ (loss) before tax | € (27,313) | € 23,564 | € (183,130) |
Tax using Company’s domestic tax rate at 12.5% | 3,414 | (2,945) | 22,931 |
Tax effect of: | |||
Non-deductible expenses / non-taxable income | (842) | 3,848 | (22,428) |
Current-year losses for which no deferred tax asset is recognized | (3,973) | (1,312) | (503) |
Impacts of different foreign tax rates | 1,435 | 409 | |
Total tax charge | € 34 |
Taxation (Details Narrative)
Taxation (Details Narrative) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Taxation | ||
Loss before income tax | € 27,300 | € 23,600 |
Non-cash fair value gains on derivative financial instruments | 7,600 | 28,400 |
Deferred tax expense | € 0 | 0 |
Statutory tax rate | 21% | |
Corporate income tax rate | 12.50% | |
Unrecognised deferred tax assets | € 6,200 | € 1,700 |
Equity-accounted investees (Det
Equity-accounted investees (Details) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity-accounted Investees | ||
Beginning balance | ||
Investment during the year | 628 | 629 |
Loss for the year attributable to the Group | (628) | (629) |
Ending balance |
Equity-accounted investees (D_2
Equity-accounted investees (Details Narrative) - Fusion Fuel Portugal [Member] € in Thousands | 12 Months Ended |
Dec. 31, 2022 EUR (€) | |
Reserve Quantities [Line Items] | |
Ownership percentage | 50% |
Subordinated loan | € 2,000 |
Interest rate | 2% |
Fusion fuel spain drew | € 1,270 |
Intangible assets (Details)
Intangible assets (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | |||
Net book value | € 5,350 | € 3,847 | |
Completed Development Technology [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 2,641 | ||
Product Development In Progress [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 717 | 1,918 | |
Intellectual Property And Patents Registration [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 1,911 | 1,911 | |
Software [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 81 | 18 | |
Gross carrying amount [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | 3,852 | 2,203 | |
Additions | 1,851 | [1] | 1,649 |
Transfers during the year | |||
Ending balance | 5,703 | 3,852 | |
Gross carrying amount [member] | Completed Development Technology [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | |||
Additions | 37 | [1] | |
Transfers during the year | 2,934 | ||
Ending balance | 2,971 | ||
Gross carrying amount [member] | Product Development In Progress [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | 1,918 | 288 | |
Additions | 1,733 | [1] | 1,630 |
Transfers during the year | (2,934) | ||
Ending balance | 717 | 1,918 | |
Gross carrying amount [member] | Intellectual Property And Patents Registration [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | 1,911 | 1,911 | |
Additions | [1] | ||
Transfers during the year | |||
Ending balance | 1,911 | ||
Gross carrying amount [member] | Software [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | 23 | 4 | |
Additions | 81 | [1] | 19 |
Transfers during the year | |||
Ending balance | 104 | 23 | |
Accumulated depreciation and amortisation [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | (5) | ||
Amortisation charge | (348) | (5) | |
Ending balance | (353) | (5) | |
Accumulated depreciation and amortisation [member] | Completed Development Technology [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | |||
Amortisation charge | (330) | ||
Ending balance | (330) | ||
Accumulated depreciation and amortisation [member] | Product Development In Progress [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | |||
Amortisation charge | |||
Ending balance | |||
Accumulated depreciation and amortisation [member] | Intellectual Property And Patents Registration [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | |||
Amortisation charge | |||
Ending balance | |||
Accumulated depreciation and amortisation [member] | Software [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | (5) | ||
Amortisation charge | (18) | (5) | |
Ending balance | € (23) | € (5) | |
[1]The additions relate to materials acquired during the period for the purpose of developing our HEVO technology. |
Intangible assets (Details Narr
Intangible assets (Details Narrative) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Research and development expenditure | € 900 | € 200 |
Intellectual Properties [Member] | ||
IfrsStatementLineItems [Line Items] | ||
indefinite Intangible assets | 1,900 | 1,900 |
Project Development Costs [Member] | ||
IfrsStatementLineItems [Line Items] | ||
indefinite Intangible assets | € 700 | € 1,900 |
Property, plant and equipment_2
Property, plant and equipment (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | € 18,111 | ||
Net book value | 21,273 | € 18,111 | € 6 |
Ending Balance | 21,273 | 18,111 | |
Assets Under Construction [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 11,785 | 17,161 | 6 |
Plant And Machinery [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 1,186 | ||
Office equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 305 | 157 | |
Right-of-use assets [member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 7,997 | 793 | |
Gross carrying amount [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 18,457 | 6 | |
Additions during the year | 11,054 | 18,451 | |
Disposals | (52) | ||
Sale and leaseback | (1,621) | ||
Transfers during the year | (2,149) | ||
Revaluation | 708 | ||
Ending Balance | 25,594 | 18,457 | |
Gross carrying amount [member] | Assets Under Construction [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 17,161 | 6 | |
Additions during the year | 9,191 | 17,155 | |
Grant income | (803) | ||
Disposals | |||
Sale and leaseback | (8,294) | ||
Transfers during the year | (2,149) | ||
Revaluation | |||
Ending Balance | 15,106 | 17,161 | |
Gross carrying amount [member] | Plant And Machinery [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | |||
Additions during the year | 1,267 | ||
Grant income | |||
Disposals | |||
Sale and leaseback | |||
Transfers during the year | 70 | ||
Revaluation | |||
Ending Balance | 1,337 | ||
Gross carrying amount [member] | Office equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 185 | ||
Additions during the year | 274 | 185 | |
Grant income | |||
Disposals | |||
Sale and leaseback | |||
Transfers during the year | (70) | ||
Revaluation | |||
Ending Balance | 389 | 185 | |
Gross carrying amount [member] | Right-of-use assets [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 1,111 | ||
Additions during the year | 322 | 1,111 | |
Grant income | |||
Disposals | (52) | ||
Sale and leaseback | 6,673 | ||
Transfers during the year | |||
Revaluation | 708 | ||
Ending Balance | 8,762 | 1,111 | |
Accumulated impairment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | (347) | ||
Derecognition | 8 | ||
Impairment charge | (3,321) | ||
Transfers during the year | |||
Ending Balance | (4,321) | (347) | |
Charge for year | (661) | ||
Accumulated impairment [member] | Assets Under Construction [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | |||
Derecognition | |||
Impairment charge | (3,321) | ||
Transfers during the year | |||
Ending Balance | (3,321) | ||
Charge for year | |||
Accumulated impairment [member] | Plant And Machinery [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | |||
Derecognition | |||
Impairment charge | |||
Transfers during the year | (10) | ||
Ending Balance | (151) | ||
Charge for year | (141) | ||
Accumulated impairment [member] | Office equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | (28) | ||
Derecognition | |||
Impairment charge | |||
Transfers during the year | 10 | ||
Ending Balance | (84) | (28) | |
Charge for year | (66) | ||
Accumulated impairment [member] | Right-of-use assets [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | (319) | ||
Derecognition | 8 | ||
Impairment charge | |||
Transfers during the year | |||
Ending Balance | (765) | € (319) | |
Charge for year | € (454) |
Property, plant and equipment_3
Property, plant and equipment (Details 1) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | € 18,111 | ||
Ending Balance | 21,273 | € 18,111 | |
Net book value | 21,273 | 18,111 | € 6 |
Assets Under Construction [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 11,785 | 17,161 | 6 |
Office equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 305 | 157 | |
Right-of-use assets [member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 7,997 | 793 | |
Gross carrying amount [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 18,457 | 6 | |
Additions during the year | 11,054 | 18,451 | |
Ending Balance | 25,594 | 18,457 | |
Gross carrying amount [member] | Assets Under Construction [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 17,161 | 6 | |
Additions during the year | 9,191 | 17,155 | |
Ending Balance | 15,106 | 17,161 | |
Gross carrying amount [member] | Office equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 185 | ||
Additions during the year | 274 | 185 | |
Ending Balance | 389 | 185 | |
Gross carrying amount [member] | Right-of-use assets [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 1,111 | ||
Additions during the year | 322 | 1,111 | |
Ending Balance | 8,762 | 1,111 | |
Accumulated depreciation and amortisation [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | (346) | ||
Ending Balance | (346) | ||
Charge for year | (346) | ||
Accumulated depreciation and amortisation [member] | Assets Under Construction [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | |||
Ending Balance | |||
Charge for year | |||
Accumulated depreciation and amortisation [member] | Office equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | (28) | ||
Ending Balance | (28) | ||
Charge for year | (28) | ||
Accumulated depreciation and amortisation [member] | Right-of-use assets [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | € (318) | ||
Ending Balance | (318) | ||
Charge for year | € (318) |
Property, plant and equipment_4
Property, plant and equipment (Details Narrative) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment [abstract] | ||
Claims under agreement amount | € 800 | |
Gain on sale of property | 140 | |
Gain on sale of property yield | 9,320 | |
Impairment charge | 3,300 | |
Depreciation expense | € 600 | € 300 |
Financial asset investments a_3
Financial asset investments at fair value through profit or loss (Details) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Asset Investments At Fair Value Through Profit Or Loss | ||
Beginning Balance | € 27,453 | |
Investments during the year | 44,328 | |
Redemptions | (27,892) | (18,169) |
Unrealised gains and losses | 47 | |
Translation differences | 1,339 | 1,247 |
Realised gains and losses | (900) | |
Ending Balance | € 27,453 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and cash equivalents [abstract] | ||
Cash and cash equivalents | € 5,239 | € 7,681 |
Restricted cash | 2,925 | |
Total cash and cash equivalents | € 8,164 | € 7,681 |
Cash and cash equivalents (De_2
Cash and cash equivalents (Details Narrative) € in Thousands | Dec. 31, 2022 EUR (€) |
Cash and cash equivalents [abstract] | |
Restricted cash | € 2,900 |
Prepayments and other receiva_3
Prepayments and other receivables (Details) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Prepayments And Other Receivables | |||
Prepayments (1) | [1] | € 2,010 | € 4,575 |
VAT recoverable (2) | [2] | 3,669 | 3,564 |
Other receivables (3) | [3] | 2,563 | 333 |
Prepayments and other receivables | € 8,242 | € 8,472 | |
[1]Prepayments mostly consist of advance payments to vendors for payments relating to inventory and assets under construction ahead of receipt.[2]Of this balance, €2.2 million has been received subsequent to year end.[3]Included within this caption is the grant receivable recognised as part of property, plant and equipment (€0.8 million), the deferred proceeds (€1.0 million) and security deposit (€0.3 million) paid as part of the sale and leaseback transaction entered into during the year. |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other payables [abstract] | |||
Trade payables | € 3,680 | € 1,029 | |
Amounts owed to related parties (1) | [1] | 2,468 | 801 |
Lease liability - current | 671 | 389 | |
Payroll taxes | 278 | 149 | |
Other payables | 165 | 509 | |
Trade and other payables | € 7,262 | € 2,877 | |
[1]This amount relates to a balance owing to an affiliate, MagP. |
Deferred income (Details)
Deferred income (Details) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current | ||
Grant proceeds received | € 186 | |
Non-current | ||
Grant proceeds received | € 2,925 |
Deferred income (Details Narrat
Deferred income (Details Narrative) € in Thousands | 12 Months Ended |
Dec. 31, 2022 EUR (€) | |
Deferred Income | |
Advanced amount | € 2,900 |
Provisions (Details) - Schedule
Provisions (Details) - Schedule of provisions € in Thousands | 12 Months Ended |
Dec. 31, 2022 EUR (€) | |
Provisions [abstract] | |
Provisions | |
Increase (decrease) in other provisions | 8,403 |
Provisions | € 8,403 |
Provisions (Details Narrative)
Provisions (Details Narrative) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Onerous contract provision | € 3,200 | € 5,200 |
Total provision booked | € 3,200 | |
Bottom of range [member] | ||
IfrsStatementLineItems [Line Items] | ||
Equipment and components terms | 2 years | |
Degradation over time and specified energy yields for period | 2 years | |
Top of range [member] | ||
IfrsStatementLineItems [Line Items] | ||
Equipment and components terms | 20 years | |
Degradation over time and specified energy yields for period | 25 years |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholders Equity | ||
Beginning Balance, Shares | 13,123,723 | 12,054,217 |
Beginning Balance, Amount | € 2 | € 1 |
Exercise of warrants, Shares | 1,059,506 | |
Exercise of warrants, Amount | € 1 | |
Issue of shares - Equity incentive plan | 10,000 | |
Issue Of Shares Equity Incentive Plan Amount | ||
Issue of shares - ATM | 681,926 | |
Issue of shares - ATM, Amount | ||
Closing balance, Shares | 13,805,649 | 13,123,723 |
Closing balance, Amount | € 2 | € 2 |
Shareholders' Equity (Details 1
Shareholders' Equity (Details 1) € in Thousands | 12 Months Ended |
Dec. 31, 2022 EUR (€) shares | |
IfrsStatementLineItems [Line Items] | |
Number of Shares | shares | 12,054,217 |
Amount | € | € 1 |
Ordinary Share One [Member] | |
IfrsStatementLineItems [Line Items] | |
Type of Share | 1 Ordinary share of €1,000 |
Number of Shares | shares | 1 |
Amount | € | € 1 |
Description | Issued on incorporation |
Ordinary Shares Two [Member] | |
IfrsStatementLineItems [Line Items] | |
Type of Share | 1,000 Ordinary shares of €1 each |
Number of Shares | shares | 999 |
Amount | € | |
Description | 1 share converted to 1,000 shares of €1 each |
Ordinary Shares Three [Member] | |
IfrsStatementLineItems [Line Items] | |
Type of Share | 49,000 Ordinary shares of €1 each |
Number of Shares | shares | 49,000 |
Amount | € | € 49 |
Description | Issued on January 31, 2020 |
Ordinary Share [Member] | |
IfrsStatementLineItems [Line Items] | |
Number of Shares | shares | 50,000 |
Amount | € | € 50 |
Class A Ordinary Shares One [Member] | |
IfrsStatementLineItems [Line Items] | |
Type of Share | Class A ordinary shares of $0.0001 each |
Number of Shares | shares | 7,033,356 |
Amount | € | € 1 |
Description | Issued on closing of HL Transaction |
Class A Ordinary Shares Two [Member] | |
IfrsStatementLineItems [Line Items] | |
Type of Share | Class A ordinary shares of $0.0001 each |
Number of Shares | shares | 2,450,000 |
Amount | € | |
Description | Issued to PIPE Investors |
Class A Ordinary Shares Three [Member] | |
IfrsStatementLineItems [Line Items] | |
Type of Share | Class A ordinary shares of $0.0001 each |
Number of Shares | shares | 445,861 |
Amount | € | |
Description | Exercise of warrants |
Class A Ordinary Shares [Member] | |
IfrsStatementLineItems [Line Items] | |
Number of Shares | shares | 9,929,217 |
Amount | € | € 1 |
Class B Ordinary Shares [Member] | |
IfrsStatementLineItems [Line Items] | |
Type of Share | Class B ordinary shares of $0.0001 each |
Number of Shares | shares | 2,125,000 |
Amount | € | |
Description | Issued to Fusion Fuel shareholders |
Shareholders_ equity (Details N
Shareholders’ equity (Details Narrative) - EUR (€) € / shares in Units, € in Thousands | 12 Months Ended | ||
Dec. 10, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |||
Share premium (in Euro) | € 217,156 | € 213,477 | |
Transaction costs (in Euro) | € 5,000 | ||
Deferred shares | 25,000 | ||
Nominal value of deferred shares (in Euro per share) | € 1 | ||
Deferred shares cancelled | 25,000 | ||
P I P E Financing [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Share premium (in Euro) | € 188,000 | ||
Class B Ordinary Shares [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of ordinary shares outstanding | 13,805,649 | 10,998,723 | |
Par value (in Dollars per share) | € 0.0001 | € 0.0001 | |
Shares issued | 2,125,000 | ||
Class B Ordinary Shares [Member] | Fusion Fuel Green [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of ordinary shares outstanding | 2,125,000 | ||
Par value (in Dollars per share) | € 0.0001 | ||
Class A Ordinary Shares [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of ordinary shares outstanding | 0 | 2,125,000 | |
Number of shares sold | 681,926 | ||
Proceed from sales of share | € 3,685,792 | ||
Class A Ordinary Shares [Member] | Accredited Investors [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Shares issued | 2,450,000 | ||
Class A Ordinary Shares [Member] | Fusion Fuel Green [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of ordinary shares outstanding | 7,033,356 | ||
Par value (in Dollars per share) | € 0.0001 |
Warrants (Details)
Warrants (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | ||
Beginning Balance | 8,869,633 | 9,929,139 |
Exercise of warrants | (1,059,506) | |
Ending Balance | 8,869,633 | 8,869,633 |
Warrants (Details 1)
Warrants (Details 1) - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Warrants | ||||
Balance at beginning | € 15,271 | € 52,932 | ||
Fair value movement on warrants exercised | [1] | 3,211 | ||
Warrants exercised - foreign exchange differences | [2] | 67 | ||
Fair value movement on warrants unexercised (including exchange differences) | (7,620) | (31,565) | [1] | |
Derecognition of warrant liability on exercise | [3] | (9,374) | ||
Balance at ending | € 7,651 | € 15,271 | ||
[1]recognised in profit or loss - Adjustments to the fair value of derivatives – warrants (€28,354)[2]recognised in profit or loss - Other finance income[3]recognised in equity – Share premium |
Warrants (Details Narrative)
Warrants (Details Narrative) - € / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | ||
Warrants outstanding (in Shares) | 8,869,633 | 8,869,633 |
Exercise price | € 11.50 | |
Fair value of traded warrants | € 0.92 | € 1.95 |
Financial Instruments and Ris_3
Financial Instruments and Risk Management (Details) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |||
Cash and receivables, carrying amount | € 10,475 | € 35,467 | |
Liabilities, carrying amount | (13,964) | (17,987) | |
Total carrying amount | (3,489) | 17,480 | |
Total fair value | (7,651) | 12,182 | |
Level 1 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | (7,651) | 12,182 | |
Level 2 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | |||
Level 3 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | |||
Cash And Cash Equivalent [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash and receivables, carrying amount | 8,164 | 7,681 | |
Liabilities, carrying amount | |||
Total carrying amount | 8,164 | 7,681 | |
Total fair value | |||
Cash And Cash Equivalent [Member] | Level 1 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | |||
Cash And Cash Equivalent [Member] | Level 2 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | |||
Cash And Cash Equivalent [Member] | Level 3 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | |||
Other Receivables [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash and receivables, carrying amount | [1] | 2,311 | 333 |
Liabilities, carrying amount | [1] | ||
Total carrying amount | [1] | 2,311 | 333 |
Total fair value | [1] | ||
Other Receivables [Member] | Level 1 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | [1] | ||
Other Receivables [Member] | Level 2 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | [1] | ||
Other Receivables [Member] | Level 3 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | [1] | ||
Trade Payables [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash and receivables, carrying amount | |||
Liabilities, carrying amount | (3,680) | (1,029) | |
Total carrying amount | (3,680) | (1,029) | |
Total fair value | |||
Trade Payables [Member] | Level 1 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | |||
Trade Payables [Member] | Level 2 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | |||
Trade Payables [Member] | Level 3 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | |||
Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash and receivables, carrying amount | |||
Liabilities, carrying amount | (7,651) | (15,271) | |
Total carrying amount | (7,651) | (15,271) | |
Total fair value | (7,651) | (15,271) | |
Warrants [Member] | Level 1 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | (7,651) | (15,271) | |
Warrants [Member] | Level 2 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | |||
Warrants [Member] | Level 3 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | |||
Amounts Owed To Related Parties [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash and receivables, carrying amount | |||
Liabilities, carrying amount | (2,468) | ||
Total carrying amount | (2,468) | ||
Other Payables [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash and receivables, carrying amount | [2] | ||
Liabilities, carrying amount | [2] | (165) | (1,687) |
Total carrying amount | [2] | (165) | (1,687) |
Total fair value | [2] | ||
Other Payables [Member] | Level 1 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | [2] | ||
Other Payables [Member] | Level 2 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | [2] | ||
Other Payables [Member] | Level 3 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | [2] | ||
Financial Assets At F V T P L [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash and receivables, carrying amount | 27,453 | ||
Liabilities, carrying amount | |||
Total carrying amount | 27,453 | ||
Total fair value | 27,453 | ||
Financial Assets At F V T P L [Member] | Level 1 of fair value hierarchy [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total fair value | € 27,453 | ||
[1]Prepayments and VAT have been excluded as they are not classified as a financial asset.[2]Employment taxes have been excluded as these are statutory liabilities. |
Financial Instruments and Ris_4
Financial Instruments and Risk Management (Details 1) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments And Risk Management | ||
Aa2 | 12% | |
BBB+ | 75% | 29% |
B1 | 12% | |
B2 | 68% | |
Not assigned | 1% | 3% |
Total | 100% | 100% |
Financial Instruments and Ris_5
Financial Instruments and Risk Management (Details 2) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |||
Total | € 23,373 | € 19,588 | |
Not later than one year [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 8,174 | 20,567 | |
Later than one year and not later than two years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 1,107 | 105 | |
Later than two years and not later than three years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 1,409 | 163 | |
Later than five years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 9,835 | 233 | |
Derivate Liability Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | [1] | 7,651 | 15,271 |
Derivate Liability Warrants [Member] | Not later than one year [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | [1] | ||
Derivate Liability Warrants [Member] | Later than one year and not later than two years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | [1] | ||
Derivate Liability Warrants [Member] | Later than two years and not later than three years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | [1] | ||
Derivate Liability Warrants [Member] | Later than five years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | [1] | ||
Derivate Liability Warrants [Member] | Contractual Cash Flows [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | [1] | ||
Trade Payables [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 3,680 | 1,029 | |
Trade Payables [Member] | Not later than one year [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 3,680 | 1,029 | |
Trade Payables [Member] | Later than one year and not later than two years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Trade Payables [Member] | Later than two years and not later than three years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Trade Payables [Member] | Later than five years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Trade Payables [Member] | Contractual Cash Flows [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 3,680 | 1,029 | |
Amounts Owed To Related Parties [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 2,468 | 801 | |
Amounts Owed To Related Parties [Member] | Not later than one year [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 2,468 | 801 | |
Amounts Owed To Related Parties [Member] | Later than one year and not later than two years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Amounts Owed To Related Parties [Member] | Later than two years and not later than three years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Amounts Owed To Related Parties [Member] | Later than five years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Amounts Owed To Related Parties [Member] | Contractual Cash Flows [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 2,468 | 801 | |
Other Payables [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 165 | 1,687 | |
Other Payables [Member] | Not later than one year [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 165 | 1,687 | |
Other Payables [Member] | Later than one year and not later than two years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Other Payables [Member] | Later than two years and not later than three years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Other Payables [Member] | Later than five years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Other Payables [Member] | Contractual Cash Flows [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 165 | 1,687 | |
Lease liabilities [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 9,409 | 800 | |
Lease liabilities [member] | Not later than one year [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 1,118 | 408 | |
Lease liabilities [member] | Later than one year and not later than two years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 1,107 | 105 | |
Lease liabilities [member] | Later than two years and not later than three years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 1,409 | 163 | |
Lease liabilities [member] | Later than five years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 9,835 | 233 | |
Lease liabilities [member] | Contractual Cash Flows [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 13,468 | 910 | |
Loan Advanced [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Loan Advanced [Member] | Not later than one year [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 743 | 1,371 | |
Loan Advanced [Member] | Later than one year and not later than two years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Loan Advanced [Member] | Later than two years and not later than three years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Loan Advanced [Member] | Later than five years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | |||
Loan Advanced [Member] | Contractual Cash Flows [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 743 | 1,371 | |
Total [Member] | Later than five years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | € 20,524 | € 5,798 | |
[1]contractual cash flows for warrants are €nil (liability of €7.7 million) (2021: €15.3 million) because warrants will be settled in shares. |
Financial Instruments and Ris_6
Financial Instruments and Risk Management (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments And Risk Management | ||
Average rate | 1.0530 | 1.1795 |
Year-end spot rate | 1.0666 | 1.1326 |
Financial Instruments and Ris_7
Financial Instruments and Risk Management (Details 4) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Instruments And Risk Management | ||
USD (10 percent strengthening of the euro) | € 796 | € 761 |
Financial instruments and ris_8
Financial instruments and risk management (Details Narrative) € in Thousands, $ in Thousands | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2021 USD ($) |
Financial Instruments And Risk Management | ||||
Cash and cash equivalents | € 8,100 | € 7,700 | ||
Short-term investments | € 7,800 | $ 300 | € 14,800 | $ 22,900 |
Loss per share (Details)
Loss per share (Details) - € / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Per Share | ||
Basic (loss)/ earnings per ordinary share | € (2.05) | € 1.80 |
Diluted (loss)/ earnings per ordinary share | € (2.05) | € 1.79 |
Number of ordinary shares used for loss per share (weighted average) | ||
Basic | 13,330,947 | 13,110,158 |
Diluted | 13,330,947 | 13,198,054 |
Loss per share (Details 1)
Loss per share (Details 1) | 12 Months Ended |
Dec. 31, 2022 shares | |
Warrants [Member] | |
IfrsStatementLineItems [Line Items] | |
Anti dilutive shares | 8,869,633 |
R S U Outstanding [Member] | |
IfrsStatementLineItems [Line Items] | |
Anti dilutive shares | 88,084 |
Rsu Vested [Member] | |
IfrsStatementLineItems [Line Items] | |
Anti dilutive shares | 29,253 |
Incentive Shares [Member] | |
IfrsStatementLineItems [Line Items] | |
Anti dilutive shares | 5,000 |
Share Options [Member] | |
IfrsStatementLineItems [Line Items] | |
Anti dilutive shares | 2,128,554 |
Loss per share (Details Narrati
Loss per share (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 shares | |
IfrsStatementLineItems [Line Items] | |
RSU outstanding | 42,896 |
Warrants issued and outstanding | 8,869,633 |
Ordinary Share [Member] | |
IfrsStatementLineItems [Line Items] | |
RSU outstanding | 15,000 |
Anti dilutive instruments | 284,250 |
Warrants Issuable [Member] | |
IfrsStatementLineItems [Line Items] | |
Anti dilutive instruments | 284,250 |
Related Parties (Details)
Related Parties (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Parties | |||
Basic salary | € 1,471 | € 683 | € 135 |
Short-term employee benefits | 498 | 5 | |
Other long-term benefits | 80 | 3 | |
Share-based compensation | 2,957 | 183 | 1,066 |
Total | € 5,006 | € 874 | € 1,201 |
Related parties (Details Narrat
Related parties (Details Narrative) - EUR (€) € / shares in Units, € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Negordy [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Number of shares hold | 1,593,750 | |
Number of warrants hold | 1,593,750 | |
Warrant exercise price | € 11.50 | |
Class B Ordinary Shares [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Number of shares hold | 1,593,750 | |
Mag P [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Related party cost | € 7,700 | € 7,500 |
Directors And Officers [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Number of shares hold | 1,127,815 | |
Number of warrants hold | 1,361,392 | |
Warrant exercise price | € 11.50 |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) € in Thousands | 12 Months Ended |
Dec. 31, 2022 EUR (€) | |
Commitments And Contingencies | |
Minimum commitment | € 800 |
Payment guarantees | € 100 |
Group companies (Details)
Group companies (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Fusion Fuel Portugal [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Fusion Fuel Portugal, S.A. |
Country of incorporation | Portugal |
Principal activities | Operating company |
Group interest | 100% |
Fuel Cell Evora Unipessoal [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Fuel Cell Évora, Unipessoal LDA |
Country of incorporation | Portugal |
Principal activities | Hydrogen production |
Group interest | 100% |
Fuel Cell Evora I Unipessoal [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Fuel Cell Évora I, Unipessoal LDA |
Country of incorporation | Portugal |
Principal activities | Hydrogen production |
Group interest | 100% |
Fusion Fuel U S A [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Fusion Fuel USA, Inc. |
Country of incorporation | United States |
Principal activities | Operating company |
Group interest | 100% |
Fusion Fuel Spain [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Fusion Fuel Spain, S.L |
Country of incorporation | Spain |
Principal activities | Hydrogen production |
Group interest | 50% |
Fusion Fuel Australia P T Y Ltd [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Fusion Fuel Australia, PTY Ltd |
Country of incorporation | Australia |
Principal activities | Hydrogen production |
Group interest | 100% |
Fusion Fuel Australia Pilot P T Y Ltd [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Fusion Fuel Australia – Pilot PTY Ltd |
Country of incorporation | Australia |
Principal activities | Hydrogen production |
Group interest | 100% |
Hevo Sines Unipessoal L D A [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Hevo Sines, Unipessoal LDA |
Country of incorporation | Portugal |
Principal activities | Hydrogen production |
Group interest | 100% |
Hevo Sines I I Unipessoal L D A [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Hevo Sines II, Unipessoal LDA |
Country of incorporation | Portugal |
Principal activities | Hydrogen production |
Group interest | 100% |
Hevo Sines I I I Unipessoal L D A [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Hevo Sines III, Unipessoal LDA |
Country of incorporation | Portugal |
Principal activities | Hydrogen production |
Group interest | 100% |
Hevo Portugal Unipessoal Lda [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Hevo Portugal, Unipessoal, Lda. |
Country of incorporation | Portugal |
Principal activities | Hydrogen production |
Group interest | 100% |
Fusion Cell Spain S L [Member] | |
Reserve Quantities [Line Items] | |
Entity name | Fusion Cell Spain, S.L. |
Country of incorporation | Spain |
Principal activities | No activity to date |