UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: January 2024
Commission File Number:
(Translation of registrant’s name into English)
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
This Report of Foreign Private Issuer on Form 6-K (“Form 6-K”) of Fusion Fuel Green PLC (the “Company”) contains the Company’s unaudited interim condensed consolidated financial statements for the six months ended June 30, 2023 and 2022, and related notes thereto.
This Report on Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-251990 and 333-264714).
FUSION FUEL GREEN PLC
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED JUNE 30, 2023
F-1
Condensed consolidated statements of financial position (Unaudited)
| As at, | ||||||||||||
| Note | 30 June 2023 | 31 December 2022 (Audited) | ||||||||||
| €'000 | €'000 | |||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 8 | |||||||||||
| Intangible assets | 7 | |||||||||||
| Other assets | ||||||||||||
| Total non-current assets | ||||||||||||
| Current assets | ||||||||||||
| Inventory | 5 | |||||||||||
| Prepayments and other receivables | 9 | |||||||||||
| Cash and cash equivalents | 6 | |||||||||||
| Total current assets | ||||||||||||
| Total assets | ||||||||||||
| Non-current liabilities | ||||||||||||
| Trade and other payables - Leases | ||||||||||||
| Deferred income | 12 | |||||||||||
| Total non-current liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 10 | |||||||||||
| Provisions | 11 | |||||||||||
| Deferred income | 12 | |||||||||||
| Cost accruals | ||||||||||||
| Derivative financial instruments – warrants | 13 | |||||||||||
| Loans and borrowings | ||||||||||||
| Total current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Net assets | ||||||||||||
| Equity | ||||||||||||
| Share capital | ||||||||||||
| Share premium | ||||||||||||
| Share-based payments reserve | ||||||||||||
| Retained earnings | ( | ) | ( | ) | ||||||||
| Total equity | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
Condensed consolidated statements of profit or loss and other comprehensive income (Unaudited)
| Note | For the six months ended June 30, 2023 | For the six months ended June 30, 2022 | ||||||||||
| €'000 | €'000 | |||||||||||
| Revenue | ||||||||||||
| Cost of sales – impairment on inventory | 5 | ( | ) | ( | ) | |||||||
| Gross profit | ( | ) | ( | ) | ||||||||
| Operating expenses | ||||||||||||
| Administration expenses | 2 | ( | ) | ( | ) | |||||||
| Share-based payment expense | 3 | ( | ) | ( | ) | |||||||
| Operating loss | ( | ) | ( | ) | ||||||||
| Net finance income | ||||||||||||
| Finance income | ||||||||||||
| Finance costs | ( | ) | ||||||||||
| Interest receivable and similar income | ||||||||||||
| Interest payable and similar expense | ( | ) | ( | ) | ||||||||
| Derivative financial instruments at FVTPL | 13 | |||||||||||
| Net finance income/(costs) | ||||||||||||
| Share of losses of equity-accounted investees | ( | ) | ( | ) | ||||||||
| Loss before tax | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||
| Total comprehensive loss for the year | ( | ) | ( | ) | ||||||||
| Basic loss per share | 15 | ( | ) | ( | ) | |||||||
| Diluted loss per share | 15 | ( | ) | ( | ) | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
Condensed consolidated statement of changes in equity (Unaudited)
| Number of shares outstanding | Share capital | Share premium | Share-based payment reserve | Retained earnings | Total | |||||||||||||||||||
| €'000 | €'000 | €'000 | €'000 | €'000 | ||||||||||||||||||||
| Balance at January 1, 2021 | ( | ) | ||||||||||||||||||||||
| Profit during the year | - | |||||||||||||||||||||||
| Total comprehensive income for the year | - | |||||||||||||||||||||||
| Issue of share capital: | ||||||||||||||||||||||||
| Vesting of shares | ( | ) | ||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||
| Derecognition of warrant liability on exercise | - | |||||||||||||||||||||||
| Share based payments: | ||||||||||||||||||||||||
| Equity-settled share-based compensation | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at December 31, 2021 | ( | ) | ||||||||||||||||||||||
| Balance at January 1, 2022 | ( | ) | ||||||||||||||||||||||
| Loss during the year | - | ( | ) | ( | ) | |||||||||||||||||||
| Total comprehensive income for the year | - | ( | ) | ( | ) | |||||||||||||||||||
| Issue of share capital: | ||||||||||||||||||||||||
| ATM – share sales | ||||||||||||||||||||||||
| Share based payments: | ||||||||||||||||||||||||
| Equity-settled share-based compensation | - | |||||||||||||||||||||||
| Balance at December 31, 2022 | ( | ) | ||||||||||||||||||||||
| Balance at January 1, 2023 | ( | ) | ||||||||||||||||||||||
| Loss during the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Total comprehensive income for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Issue of share capital: | ||||||||||||||||||||||||
| ATM – share sales | ||||||||||||||||||||||||
| Share based payments: | ||||||||||||||||||||||||
| Share based payments - reversal | - | ( | ) | ( | ) | |||||||||||||||||||
| Equity-settled share-based compensation | - | |||||||||||||||||||||||
| Balance at June 30, 2023 | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
Condensed consolidated statements of cash flows (Unaudited)
| For the 6 months ended June 30 | ||||||||
| 2023 | 2022 | |||||||
| €'000 | €'000 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Adjusted for: | ||||||||
| Equity settled share-based payment transactions | ||||||||
| Fair value movement in warrants | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| Net finance income | ( | ) | ( | ) | ||||
| Share of losses of equity-accounted investee | ||||||||
| Impairment losses on property, plant and equipment | ||||||||
| Impairment on inventory | ||||||||
| Total adjusted | ( | ) | ( | ) | ||||
| Changes in working capital: | ||||||||
| Decrease /(increase) in receivables | ( | ) | ||||||
| Increase in inventories | ( | ) | ( | ) | ||||
| Increase/(decrease) in payables and accruals | ( | ) | ||||||
| Interest and similar expenses - paid | ( | ) | ||||||
| Net cash used by operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Payment of Intellectual property (business combination) | ( | ) | ||||||
| Purchase of tangible assets | ( | ) | ( | ) | ||||
| Development expenditure | ( | ) | ( | ) | ||||
| Receipt of government grants | ||||||||
| Proceeds from realisation of financial assets | ||||||||
| Investment in equity-accounted investees | ( | ) | ( | ) | ||||
| Net cash (used) /from investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of shares | ||||||||
| Proceeds from loans and borrowings | ||||||||
| Payment of lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ( | ) | ||||||
| Net (decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of period | ||||||||
| Transfer from restricted cash | ||||||||
| Effects of movements in exchange rates on cash held | ( | ) | ||||||
| Cash and cash equivalents at end of period | ||||||||
| Add restricted cash | ||||||||
| Cash and cash equivalents at end of period including restricted cash | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
Notes forming part of the unaudited condensed consolidated financial statements.
1. Summary of significant accounting policies
Business activity
Fusion Fuel Green plc (the “Parent” or “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 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.
Basis of presentation
The unaudited condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (IAS 34). In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The condensed consolidated financial statements and accompanying notes were prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) which requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Group’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”). These condensed consolidated financial statements are presented in Euro, the functional and presentation currency of the Company. All financial information presented in euro has been rounded to the nearest thousand, unless otherwise stated.
As a result of rounding, numbers or percentages may not add up to the total.
Use of estimates
Preparation of condensed consolidated financial statements in conformity with IFRS requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. IFRS requires the Company to make estimates and judgments in several areas, including, but not limited to, revenue, expenses, assets and liabilities, income taxes and the accompanying disclosures. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, onerous contract provisions, impairment of capitalized development costs, impairment of property, plant and equipment and the valuation of inventory. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results could differ materially from those estimates.
Significant accounting policies
There have been no material changes to the Company’s significant accounting policies as compared to the significant accounting policies described in the 2022 Form 20-F.
F-6
New standards or amendments
There were no new standards effective for the period commencing 1 January 2023 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 unaudited condensed 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.
Segment information
The Group manages its operations as a single segment for purposes of assessing performance and making operating decisions. The Group’s focus is on the research and development around solar technologies. The Executive Committee, and in particular the Chief Financial Officer, is the chief operating decision maker that regularly reviews the consolidated operating results and makes decisions about the allocation of the Group’s resources.
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 $
During the six months ended June 30, 2023, the Parent sold class A ordinary shares for net proceeds of $ million (€ million) and paid $ million (€ million) in commissions to agents as part of these trades.
Going concern
In adopting the going concern basis in preparing the unaudited condensed consolidated financial statements, the Directors have considered the Group’s cash on hand, its future cash generation projections and plans, together with factors likely to affect its future performance, as well as the Group’s principal risks and uncertainties.
As of June 30, 2023, the Group had €
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 absent the mitigating actions set out below.
F-7
On November 27, 2023, the Parent entered into an agreement for financing of up to
$
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, the recently announced agreement with Belike Nominees Pty Ltd 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.
The inability to operationalize the financing agreement with Belike Nominees Pty Ltd would have a negative impact on the Group’s financial conditions and ability to pursue its business strategies. If the Group is unable to operationalize or obtain alternative 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 alternative 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 unaudited condensed 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.
For this reason, the Directors adopt the going concern basis in preparing the unaudited condensed consolidated financial statements.
2. Administration expenses
| For the six months ended June 30, 2023 | For the six months ended June 30, 2022 | |||||||
| €’000 | €’000 | |||||||
| Wages and salaries | ||||||||
| Depreciation and amortization | ||||||||
| Professional fees | ||||||||
| Consulting fees | ||||||||
| Other expenses | ||||||||
| Administration expenses | ||||||||
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 Class A ordinary shares in the form of incentive share options, non-qualified share options, share appreciation rights, restricted awards, performance share awards, cash awards and other share awards. The types of share-based awards, including the rights amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors.
Restricted Share Units (RSUs)
The Company granted RSU’s to employees, directors and consultants during the six -month period ended June 30, 2023 (2022: ). The table below shows the number of RSUs granted covering an equal number of the Company’s Class A ordinary shares and the weighted-average grant date fair value of the RSUs granted:
F-8
| Number of RSUs | Weighted average Grant date fair value per share | |||||||
| RSUs outstanding December 31, 2021 | $ | |||||||
| Granted | $ | |||||||
| Vested (1) | ( | ) | $ | |||||
| Forfeited | ( | ) | $ | |||||
| RSUs outstanding December 31, 2022 | $ | |||||||
| Granted | $ | |||||||
| Vested (1) | ( | ) | $ | |||||
| Forfeited | ( | ) | $ | |||||
| RSUs outstanding June 30, 2023 | ||||||||
| (1) |
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 and consultants. The total expense recognized related to the RSUs was €
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. With regard to each senior manager, the award comprises three elements:
| · | A grant of an option to purchase Class A ordinary shares having an exercise price of $ per share to vest over a three-year period. |
| · | A grant of an option to purchase an additional Class A ordinary shares having an exercise price of $ per share to vest once Parent’s share price closed at or above $ during twenty trading days out of any thirty consecutive trading day period. |
| · | Eligibility to receive an option to purchase up to an additional Class A ordinary shares having an exercise price equal to the average last sales price of the Class A ordinary shares over the five (5) consecutive trading day period ending on the date of grant, but in no event to be lower than $ per share, for each of calendar years 2022, 2023 and 2024, each to be granted based on individual performance at the discretion of the Compensation Committee of the board of directors. |
All options granted will expire on December 31, 2028.
The Company granted options to employees, directors and consultants during the six-month period ended June 30, 2023 (2022: ). In June 2023, of the options that were initially granted in January 2022 were forfeited.
The fair value of the options granted during the six-month period ended June 30, 2023 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. Expected share volatility has been 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 Company has elected to account for forfeitures as they occur.
F-9
The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows:
| Tranche 1 | Tranche 2 | Directors | ||||||||||
| Volatility | % | % | % | |||||||||
| Expected term in years | ||||||||||||
| Dividend rate | % | % | % | |||||||||
| Risk-free interest rate | % | % | ||||||||||
| Hurdle price | - | $ | - | |||||||||
| Exercise price | $ | $ | $ | |||||||||
| Share price | $ | $ | $ | |||||||||
| Fair value of option on grant date | $ | $ | $ | |||||||||
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:
| Number of options | Weighted average Grant date fair value per share | ||||||||
| Options outstanding December 31, 2021 | $ | ||||||||
| Granted | $ | ||||||||
| Vested | ( | ) | $ | ||||||
| Forfeited | |||||||||
| Options outstanding December 31, 2022 | $ | ||||||||
| Granted | $ | ||||||||
| Vested | ( | ) | $ | ||||||
| Forfeited | ( | ) | $ | ||||||
| Options outstanding June 30, 2023 | $ | ||||||||
There were unvested employee and director
options outstanding as of June 30, 2023. Total expense recognized related to the employee and director share options was € million for
the period ended June 30, 2023. Total unamortized compensation expense related to employee and director share options was €
Incentive shares
As part of their compensation package, the non-executive directors that were appointed in December 2020 were granted shares for each year of service to the Company.
| Number of shares | Weighted average Grant date fair value per share | |||||||
| Incentive shares outstanding December 31, 2021 | $ | |||||||
| Granted | $ | |||||||
| Vested | $ | |||||||
| Forfeited | ( | ) | $ | |||||
| Incentive shares outstanding December 31, 2022 | $ | |||||||
| Granted | $ | |||||||
| Vested | $ | |||||||
| Incentive shares outstanding June 30, 2023 | ||||||||
F-10
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 six-month periods ended June 30, 2023 and 2022 was € million and €nil million respectively.
As of June 30, 2023, there was unrecognised share-based payment expense related to the incentive shares. The shares have been recorded at their fair value at June 30, 2023.
Reconciliation to statement of profit or loss – for the six months ended June 30
| €’000 | 2023 | 2022 | ||||||
| RSUs | ||||||||
| Incentive shares | ||||||||
| Options | ( | ) | ||||||
| Share-based payment expense | ||||||||
4. Taxation
The Group generated tax losses during the six-month periods
ended June 30, 2023 and 2022. The current tax expense booked for the six-month period ended June 30, 2023 is €
During the six-month periods ended June 30, 2023 and 2022, the
Group’s Portuguese operations were subject to a statutory tax rate of
As of June 30, 2023 and December 31, 2022, the Group had unrecognised
deferred tax assets of €
5. Inventory
| 2023 | 2022 | |||||||
| €’000 | €’000 | |||||||
| Raw materials | ||||||||
| Work in progress | ||||||||
| Total | ||||||||
Inventories of €
During the six-month period ended June 30, 2023, an impairment charge of €
The cost of scrapped materials through the normal
production cycle amounted to €
F-11
6. Cash and cash equivalents
| 2023 | 2022 | |||||||
| €’000 | €’000 | |||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Total cash and cash equivalents | ||||||||
The restricted cash relates to amounts from the Agency for Competitiveness and Innovation (“IAPMEI") as grant aid towards our C-5 development project. This cash is subject to a variety of conditions relating to its disbursements and remains restricted until such time that project development commences.
7. Intangible assets
| Completed Development Technology | Product development in progress | Intellectual property and patents registration | Software | Total | ||||||||||||||||
| 2023 | €’000 | €’000 | €’000 | €’000 | €’000 | |||||||||||||||
| Cost | ||||||||||||||||||||
| At January 1, 2023 | ||||||||||||||||||||
| Additions – other* | ||||||||||||||||||||
| At June 30, 2023 | ||||||||||||||||||||
| Amortisation | ||||||||||||||||||||
| At January 1, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Amortisation charge | ( | ) | ( | ) | ( | ) | ||||||||||||||
| At June 30, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net book value | ||||||||||||||||||||
| At June 30, 2023 | ||||||||||||||||||||
| 2022 | ||||||||||||||||||||
| Cost | ||||||||||||||||||||
| At January 1, 2022 | ||||||||||||||||||||
| Additions – other* | ||||||||||||||||||||
| Transfers during the year | ( | ) | ||||||||||||||||||
| At December 31, 2022 | ||||||||||||||||||||
| Amortisation | ||||||||||||||||||||
| At January 1, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Amortisation charge | ( | ) | ( | ) | ( | ) | ||||||||||||||
| At December 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net book value | ||||||||||||||||||||
| At December 31, 2022 | ||||||||||||||||||||
| * |
Intellectual property of €
F-12
Research and development expenditure (excluding those related
to wages and salaries) of €
The Group considers that there have been no indicators of impairment during the period. The annual impairment analysis will be performed as at December 31, 2023.
8. Property, plant and equipment
| Assets under construction | Plant and machinery | Office and other equipment | Right of use assets | Total | ||||||||||||||||
| 2023 | €'000 | €'000 | €'000 | €'000 | €'000 | |||||||||||||||
| Cost | ||||||||||||||||||||
| At January 1, 2023 | ||||||||||||||||||||
| Additions during the period | ||||||||||||||||||||
| Revaluation of right of use assets | ||||||||||||||||||||
| Reclassifications | ( | ) | ||||||||||||||||||
| At June 30, 2023 | ||||||||||||||||||||
| Depreciation/Impairment | ||||||||||||||||||||
| At January 1, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Charge for year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Impairment charge | ( | ) | ( | ) | ||||||||||||||||
| At June 30, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net book values | ||||||||||||||||||||
| At June 30, 2023 | ||||||||||||||||||||
| At December 31, 2022 | ||||||||||||||||||||
| 2022 | ||||||||||||||||||||
| Cost | ||||||||||||||||||||
| At January 1, 2022 | ||||||||||||||||||||
| Additions during the year | ||||||||||||||||||||
| Revaluation | ||||||||||||||||||||
| Transfers during the year | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Sale-and-leaseback | ( | ) | ( | ) | ||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||||||
| Grant income | ( | ) | ( | ) | ||||||||||||||||
| At December 31, 2022 | ||||||||||||||||||||
| Depreciation/Impairment | ||||||||||||||||||||
| At January 1, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Charge for year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Transfers during the year | ( | ) | ||||||||||||||||||
| Impairment charge | ( | ) | ( | ) | ||||||||||||||||
| Derecognition | ||||||||||||||||||||
| At December 31, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net book values | ||||||||||||||||||||
| At December 31, 2022 | ||||||||||||||||||||
| At December 31, 2021 | ||||||||||||||||||||
Depreciation expense on property and equipment was €
F-13
During the six-month periods ended June 30, 2023, the Company entered into two new land lease agreements – Hevo Portugal and Hevo Sines – which right of use is €1.82 million and €0.99 million, respectively.
9. Prepayments and other receivables
| 2023 | 2022 | |||||||
| €'000 | €'000 | |||||||
| Prepayments | ||||||||
| VAT recoverable | ||||||||
| Grant receivable | ||||||||
| Other receivables | ||||||||
| Prepayments and other receivables | ||||||||
10. Trade and other payables
| 2023 | 2022 | |||||||
| €'000 | €'000 | |||||||
| Trade payables (1) | ||||||||
| Amounts owed to related parties (2) | ||||||||
| Lease liability – current | ||||||||
| Payroll taxes | ||||||||
| Other | ||||||||
| Trade and other payable | ||||||||
| (1) |
| (2) |
11. Provisions
| Onerous contract provisions | €'000 | |||
| At January 1, 2022 | ||||
| Provisions made during the year | ||||
| At December 31, 2022 | ||||
| Movements during the period | ||||
| At June 30, 2023 | ||||
F-14
12. Deferred income
| 2023 | 2022 | |||||||
| Current | €'000 | €'000 | ||||||
| Grant – C5 (IAPMEI) | ||||||||
| Income Deferrals - Exolum | ||||||||
| Income Deferrals – CSIC | ||||||||
| Non-Current | ||||||||
| Grant – C5 (IAPMEI) | ||||||||
In December 2022, €
13. 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 June 30, 2023 and December 31, 2022 there were warrants outstanding. The warrants entitle the holder to purchase one Class A ordinary share of Parent at an exercise price of $ per share. Until warrant holders acquire the Parent’s Class A ordinary shares upon exercise of such warrants, they have no rights with respect to the Parent’s Class A ordinary shares. The warrants expire on December 10, 2025, or earlier upon redemption or liquidation in accordance with their terms.
The fair value of the tradeable warrants is determined with reference to the prevailing market price for warrants that are trading on the NASDAQ under the ticker HTOOW.
| Total no. of warrants | ||||
| In issue at December 31, 2021 | ||||
| Exercise of warrants during the year | ||||
| In issue at December 31, 2022 | ||||
| Exercise of warrants during the period | ||||
| In issue at June 30, 2023 | ||||
The fair value of the warrants as at June 30, 2022 and December 31, 2022 was $ and $ respectively. See reconciliation of fair values below.
| €’000 | ||||
| Balance – January 1, 2021 | ||||
| Fair value movement on warrants exercised* | ||||
| Warrants exercised – foreign exchange differences** | ||||
| Fair value movement on warrants unexercised (including exchange differences)* | ( | ) | ||
| Derecognition of warrant liability on exercise*** | ( | ) | ||
| Balance – December 31, 2021 | ||||
| Fair value movement on warrants unexercised (including exchange differences) | ( | ) | ||
| Balance – December 31, 2022 | ||||
| Fair value movement on warrants unexercised (including exchange differences)* | ( | ) | ||
| Balance – June 30, 2023 | ||||
| * |
| ** |
| *** |
F-15
14. Financial instruments and 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. These unaudited condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements and should be read in conjunction with the 2022 Form 20-F. There have been no changes in the Group’s risk management policies in the period.
Accounting classifications and fair value
The Group 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 period.
As at June 30, 2023, the tradeable warrants are measured at fair value using Level 1 inputs. The fair value of the tradeable warrants is measured based on quoted market prices at each reporting date. Until the Group disposed of all its positions, the short-term investments were previously measured at fair value using Level 1 inputs.
| 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 | ||||||||||||||||||||||
| 30 June 2023 | ||||||||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||||||
| Other receivables* | ||||||||||||||||||||||||||||
| Trade payables | ( | ) | ( | ) | ||||||||||||||||||||||||
| Warrants | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Amounts owed to related parties | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other payables** | ( | ) | ( | ) | ||||||||||||||||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| 31 December 2022 | ||||||||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||||||
| Other receivables* | ||||||||||||||||||||||||||||
| Trade payables | ( | ) | ( | ) | ||||||||||||||||||||||||
| Warrants | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Amounts owed to related parties | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other payables** | ( | ) | ( | ) | ||||||||||||||||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| * |
| ** |
F-16
Cash and cash equivalents including the short-term bank deposits
For cash and cash equivalents, all of which have a maturity of less than six months, the carrying value is deemed to reflect a reasonable approximation of fair value.
Other receivables and 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.
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 currently has no operations outside of the Eurozone,
so the effect of the translation of foreign operations is not significant to the Group. At June 30, 2023 and December 31, 2022, the Company
had USD and EUR cash balances of approximately $
| Average rate | Period-end spot rate | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Euro | ||||||||||||||||
| USD | ||||||||||||||||
| 2023 | 2022 | |||||||
| Basic loss per Class A ordinary share | ( | ) | ( | ) | ||||
| Diluted (loss) per Class A ordinary share | ( | ) | ( | ) | ||||
| Number of ordinary shares used for loss per share (weighted average) | ||||||||
| Basic | ||||||||
| Diluted |
Basic 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 Class A ordinary shares outstanding during the period.
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 periods included in these financial statements 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:
| 30 June 2023 | 31 December 2022 | |||||||
| Warrants | ||||||||
| RSUs - outstanding | ||||||||
| RSUs – vested but no ordinary shares issued | ||||||||
| Incentive shares | ||||||||
| Share options |
F-17
16. Commitments and contingencies
As previously disclosed, the costs paid by the Group on behalf
of Fusion Fuel Spain have been treated as an advancement of a €2 million loan facility for accounting purposes. A further commitment
of €
The Group has provided a payment guarantee of €
The Group has provided a payment guarantee of €
The Group issued a bank warranty to a supplier during the period amounting to €
17. Subsequent events
There have been no significant events since the statement of financial position date that would require disclosure or amendment to the unaudited condensed consolidated financial statements, other than items disclosed in other footnotes.
18. Group companies
| Entity name | Country of incorporation | Principal activities | Group interest at June 30, 2023 |
| |
|||
18. Approval of financial statements
The directors approved the unaudited condensed consolidated financial statements on January 13, 2024.
F-18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fusion Fuel Green PLC | |
| (Registrant) | |
| Date: January 16, 2024 | /s/ Frederico Figueira de Chaves |
| Frederico Figueira de Chaves | |
| Chief Executive Officer |