Ads-Tec Energy(ADSE) - 2022 Q4 - Annual Report

PART I ITEM 1. Identity of Directors, Senior Management and Advisers This section is 'Not Applicable', providing no specific details on directors, senior management, or advisers - The company states that this item is 'Not Applicable', meaning specific details on the identity of directors, senior management, and advisers are not provided in this section[26] ITEM 2. Offer Statistics and Expected Timetable This section is 'Not Applicable', providing no offer statistics or expected timetable - The company states that this item is 'Not Applicable', meaning offer statistics and expected timetable information are not provided[26] ITEM 3. Key Information This section provides key information on capitalization, offer details, and comprehensive risk factors 3.A. [Reserved] This sub-section is '[Reserved]', indicating no specific content is provided - The sub-section '3.A. [Reserved]' indicates no specific content is provided[26] 3.B. Capitalization and Indebtedness This sub-section is 'Not Applicable', providing no information on capitalization and indebtedness - The sub-section '3.B. Capitalization and Indebtedness' is marked as 'Not Applicable'[26] 3.C. Reasons for the Offer and Use of Proceeds This sub-section is 'Not Applicable', providing no information on offer reasons or use of proceeds - The sub-section '3.C. Reasons for the Offer and Use of Proceeds' is marked as 'Not Applicable'[26] 3.D. Risk Factors This section details significant risks: business, financial, market, technology, customer, and regulatory factors - The company is an early-stage company with a history of losses, incurring net losses of EUR 87.6 million in 2021 and EUR 18.9 million in 2022, and an accumulated deficit of EUR 136.1 million as of December 31, 2022. Its ability to continue as a going concern depends on reducing inventory and generating sufficient revenue[42][43] - The company faces significant competition in the commercial and industrial battery-based energy-storage market in Europe and expects increasing competition in the EV High-Power-Charger market[29][51] - The company relies on a limited number of suppliers for its products, increasing risks related to supply chain disruptions and cost increases, as experienced in 2022 with electronic components[30][62][65] - The company has identified material weaknesses in its internal control over financial reporting, which could impair its ability to comply with financial reporting requirements for publicly traded companies[38][156][160] - The company has a concentration of sales with two key customers, comprising 27% and 31% of total revenue in 2022, down from 56% and 87% from one major customer in 2021 and 2020, respectively, posing risks if sales to these customers substantially reduce[144][145] ITEM 4. Information on the Company This section outlines the company's history, business, structure, and assets, focusing on its CO2-neutral energy vision 4.A. History and Development of the Company ADSE Holdco, incorporated in Ireland in 2021, became a U.S. public company via a business combination involving EUSG and ADSE GM - ADS-TEC Energy PLC (ADSE Holdco) was incorporated in Ireland on July 26, 2021, and became a holding company for ADSE GM and its subsidiaries[230] - On December 22, 2021, ADSE Holdco consummated a business combination with EUSG and ADSE GM, resulting in ADSE GM becoming a wholly-owned subsidiary of ADSE Holdco[231][232] - The business combination involved a merger of EUSG into Merger Sub, an acquisition of ADSE GM shares from Bosch for cash, and a share-for-share exchange with ADSH and Bosch for ADSE GM shares[231] 4.B. Business Overview ADSE aims for a CO2-neutral economy by providing integrated battery-based platforms for EV charging, residential, and commercial applications - ADSE's vision is to accelerate the transition to a majority all-electric, carbon-neutral economy by supplying intelligent and scalable battery-based ecosystem platforms[235] - The company's business strategy focuses on providing integrated technology platforms (hardware, software, services) for three main domains: (1) Ultra-fast Charging on power-limited grids, (2) Residential sector coupling, and (3) Commercial & Industrial applications[236] - ADSE's charging product portfolio includes battery-supported fast charging solutions like ChargeBox (stationary, up to 320KW), ChargePost (semi-mobile, up to 300KW on low-power grids), and ChargeTrailer (mobile, 2.1MWh storage, 10 EVs simultaneously)[247][248][250] - The company's Commercial & Industrial offerings include PowerBooster (battery energy system with integrated inverter), Container-Systems (custom large-scale solutions up to MW/MWh), and Rack-Systems (scalable storage components)[253][255][256] - For the Residential segment, ADSE is developing 'MyPowerplant', an all-in-one platform integrating PV, battery storage, DC charging, and energy management for single and multi-family homes[261][262] Revenue by Geographic Market (kEUR) | Geographic Market | 2022 (kEUR) | 2021 (kEUR) | 2020 (kEUR) | | :---------------- | :---------- | :---------- | :---------- | | Germany | 19,538 | 23,809 | 46,979 | | Switzerland | 1,628 | 1,186 | 222 | | Ireland | 1,223 | 1,944 | - | | Spain | 1,071 | 3,371 | 17 | | Netherlands | 872 | 491 | - | | Austria | - | 750 | 4 | | United States | 731 | - | 29 | | Other European | 1,367 | 1,482 | 118 | | Total | 26,430 | 33,035 | 47,370 | Revenue by Major Products (kEUR) | Major Products | 2022 (kEUR) | 2021 (kEUR) | 2020 (kEUR) | | :------------------------ | :---------- | :---------- | :---------- | | Charging | 19,506 | 23,721 | 40,514 | | Commercial and industrial | 4,463 | 6,334 | 5,472 | | Service | 1,774 | 2,235 | 1,231 | | Residential | 287 | 479 | 153 | | Other | 400 | 267 | - | | Total | 26,430 | 33,035 | 47,370 | 4.C. Organizational Structure ADSE Holdco is the parent company, with ADSE GM in Germany and ADSE US in the U.S. as wholly-owned subsidiaries - ADSE Holdco is the parent company, with ADSE GM as its direct wholly-owned subsidiary and ADSE US as a wholly-owned subsidiary of ADSE GM[301] 4.D. Property, Plants and Equipment ADSE operates headquarters in Germany and facilities in Germany and the U.S. for production, with a capacity of up to 5,000 units annually - ADSE's headquarters are in Nürtingen, Germany, with additional facilities in Klipphausen and Köngen (Germany), and Auburn (AL), Plano (TX), Sarasota (FL) in the U.S[302](index=302&type=