v3.26.1
Disclosure on Individual Items of the Consolidated Financial Statements
6 Months Ended
Jun. 30, 2025
Disclosure on Individual Items of the Consolidated Financial Statements [Abstract]  
Disclosure on individual items of the consolidated financial statements
  4. Disclosure on individual items of the consolidated financial statements

 

  4.1 Statements of comprehensive income

 

  4.1.1 Revenue and functional costs from contracts with customers

 

Revenue

 

ADSE develops, produces, and distributes battery storage solutions for different areas of applications (“multi-use-case”). The product portfolio ranges from the field “charging” which provides charging solutions for the expansion of the eMobility infrastructure at power-limited network points, to the field “commercial and industrial” including power ranges up to multiple MW/MWh. Additionally, ADSE provides its customers with separately acquirable service contracts or maintenance services and software solutions regarding intelligent controlling and monitoring of battery storage solutions.

 

67.1% (2024: 96.6%) of revenues are generated from product category charging. The following table presents the revenue from contracts with customers disaggregated by product types:

 

Revenue by product types   For the six months ended
June 30,
 
kEUR   2025     2024  
Charging     9,804       76,550  
Commercial and industrial     103       1,043  
Service     4,623       1,581  
Other     85       88  
Total     14,614       79,263  

 

Cost of goods sold

 

    For the six months ended
June 30,
 
kEUR   2025     2024  
Cost of materials     12,307       54,023  
Personnel expenses     5,468       5,734  
Depreciation and amortization     2,904       2,982  
Other expenses     599       851  
Total     21,277       63,590  

Selling, general and administrative expenses

 

    For the six months ended
June 30,
 
kEUR   2025     2024  
Personnel expenses     5,755       5,632  
Legal and consulting fees     5,004       2,559  
Administration fee     1,837       1,821  
Marketing costs     760       728  
Insurance expenses     1,208       1,344  
Depreciation and amortization     354       464  
Other expenses     3,705       3,335  
Total     18,624       15,883  

 

Other expenses primarily consist of expenses for general warranties, travel costs and outbound freight.

  4.1.2 Finance result

 

The finance income and finance costs recognized in profit or loss are as follows:

 

    For the six months ended
June 30,
 
kEUR   2025     2024  
Finance income from remeasurement of warrant liabilities     24,909       -  
Foreign currency gains     13,833       -  
Income from other interest and similar income     1       23  
Finance income     38,743       23  
Finance expense from remeasurement of warrant liabilities     -122       -34,667  
Interest expense from shareholder loans     -19,332       -4,662  
Interest expense from convertible note     -1,633       -  
Foreign currency losses     -2,450       -  
Interest expense from leasing     -71       -99  
Interest expense from guarantee commissions     -5       -9  
Finance expenses     -23,613       -39,437  
Net finance result     15,130       -39,414  

 

Finance income from remeasurement of warrant liabilities in the first half of 2025 in the amount of kEUR 24,909 results from the remeasurement of the fair value of public and private warrant liabilities, warrant liabilities from shareholder loans and warrant liabilities from the convertible note and was caused by a a declining share price of ADSE shares. The foreign currency gains mainly result from the valuation of the warrants which are denominated in USD.

 

In the first half of 2024, finance expense from remeasurement of warrant liabilities in the amount of kEUR 34,667 results from the remeasurement of the fair value of public and private warrant liabilities, warrant liabilities from shareholder loans and warrant liabilities from capital increases.

 

In 2025, interest expenses from shareholder loans amount to kEUR 19,332 (2024: kEUR-4,662 ). This results mainly from the amortization of day one losses (kEUR 10,293) and the effective interest of the shareholder loan (kEUR 8,903).

  4.2 Statements of financial position

 

  4.2.1 Inventories

 

Inventories include the following:

 

kEUR   Jun. 30,
2025
    Dec. 31,
2024
 
Finished goods     16,372       15,245  
Work in progress     10,564       9,402  
Raw materials     45,271       53,010  
Total     72,207       77,657  

 

kEUR   Jun. 30,
2025
    Dec. 31,
2024
 
Write-downs finished goods     -1,080       -181  
Write-downs work in progress     -794       -808  
Write-downs raw materials     -14,651       -13,003  
Total     -16,525       -13,991  

 

During the first half of 2025, ADSE recognized write-downs of inventories in an amount of kEUR 2,555 as an expense in the cost of sales in the statement of profit or loss.

 

  4.2.2 Other accrued items

 

Other accrued items include the following:

 

kEUR   Jun.30,
2025
    Dec. 31,
2024
 
Day One Loss     1,379       12,392  
Other accrued items related to lender warrants     935       1,055  
Total     2,314       13,447  

 

ADSE concluded shareholder loan agreements with various lenders on August 18, 2023, which were amended and restated on August 26, 2024. In addition, three further agreements were concluded on August 26, 2024. Pursuant to the loan agreements, ADSE US and ADSE GM have agreed to issue lender warrants which will be issued by ADSE Holdco as Irish guarantor to the respective lenders and subscribed by ADSE US resp. ADSE GM. At initial recognition, the warrants had a higher fair value than the shareholder loans, which generated a day one loss. As this day one loss is based on unobservable inputs, it needs to be deferred and recognized until maturity to the extent that it arises from a change in a factor (including time) that market participants would take into account when pricing the liability.

 

The amount recognized on the balance sheet on June 30, 2025 has declined significantly as compared to December 31, 2024 due to amortization over time and in addition due to amortization following the repayment of shareholder loans in the first half of the financial year 2025 prior to maturity.

 

Other accrued items related to lender warrants refer to warrants for which the exercise conditions were not met as of June 30, 2025 and December 31, 2024 since the related shareholder loans were not drawn. The fluctuation results from foreign currency effects.

  4.2.3 Cash and cash equivalents

 

Cash and cash equivalents include the following:

 

kEUR   Jun. 30,
2025
    Dec. 31,
2024
 
Cash     1       1  
Cash at banks     7,361       22,212  
Restricted Cash     30,508       644  
Total     37,869       22,858  

 

As of June 30, 2025, restricted cash mainly relates to money received in the course of the financing via convertible notes. This money was paid into a control account of the Company and will be released to the Company upon the achievement of agreed-upon milestones. On July 2, 2025, an amount of kEUR 17,014 was released after satisfaction of the first milestones.

 

  4.2.4 Equity

 

The changes in the various components of equity are shown in ADSE’s statements of changes in equity for the past two half-year periods.

 

The issued and outstanding shares as of 30 June, 2025, and as of 30 June, 2025, are shown in the table below.

 

in k units   2025     2024  
Outstanding as of Jan. 01     52,362       50,585  
Exercise of warrants     2,469       714  
Exercise of options     47       50  
Share based compensation     26       37  
Conversion from convertible note     922       -  
Outstanding as of Jun. 30     55,826       51,386  
Treasury shares     80       61  
Issued and outstanding as of Jun. 30     55,906       51,447  

 

In 2024 714,290 warrants were exercised in the first half year which led to an increase in capital reserves of kEUR 7,145. These warrants were issued related to a capital increase at the end of fiscal year 2023.

 

In the first half of financial year 2025, the exercise of public, private and shareholder warrants increased the number of outstanding shares by 2,468,837 shares and led to an increase in capital reserves of kEUR 34,168. Moreover, the conversion of debt from the convertible note into equity resulted in an issue of 922,195 shares which increased the capital reserve by kEUR 7,011.

  4.2.5 Warrant liabilities

 

As of the reporting date, warrant liabilities include the following:

 

kEUR   No. of
warrants
issued
    Jun. 30,
2025
 
Public warrants     7,826,371       13,155  
Private warrants     119,866       473  
Warrants relating to shareholder loans     10,373,336       56,733  
Warrants relating to Convertible Note     1,116,072       6,616  
Total     19,435,645       76,977  

 

As of December 31, 2024, warrant liabilities included the following:

 

kEUR   No. of
warrants
issued
    Dec. 31,
2024
 
Public warrants     11,542,415       39,997  
Private warrants     119,866       734  
Warrants relating to shareholder loans     10,480,003       78,849  
Warrants relating to Convertible Note     -       -  
Total     22,142,284       119,580  

 

Public and private warrants

 

As of 30 June, 2025, the fair value of public and private warrant liabilities amounts to kEUR 13,628 (31 December, 2024: kEUR 40,731) and relates to 7,826,371 public warrants and 119,866 private warrants including 100,000 lender warrants issued. In comparison to December 31, 2024, 2,014,299 public warrants were exercised at an exercise price of 11.50 USD per warrant. 1,701,745 warrants were moved from public warrants to private warrants and were exercised on a cashless basis leading to an issue of 347,871 shares.

 

Warrants relating to shareholder loans

 

In the first half of financial year 2025, 106,667 warrants related to the first shareholder loan with an exercise price of USD 3.00 were exercised. The exercise term of the remaining 1,573,333 warrants related to the first shareholder loan was extended from May 5, 2025 until August 31, 2025.

Warrants relating to Convertible Note

 

On April 30, 2025 the Company issued 1,116,072 warrants together with the closing of a financing transaction via convertible notes to certain institutional lenders. One warrant entitles the lender to purchase one ordinary share, par value USD 0.00001 per ordinary share. The warrants may be exercised at an exercise price of USD 16.88 at any time until April 30, 2030. If, on the 75th Trading Day after May 1, 2025, the exercise price then in effect is greater than the market price of ADSE stock at that date, the exercise price shall automatically be lowered to the market price and the number of warrant shares that may be subscribed for upon exercise of this warrant adjusted proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrant shares shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.

 

The fair value of these warrants as of the issue date was determined using a Monte Carlo Simulation which resulted in an aggregate fair value of kEUR 6,773 as of that date.

 

On August 20, 2025 the exercise of the warrants was adjusted to USD 10.31 and the number increased to 1,827,284 in line with the warrant agreement.

 

  4.2.6 Loans and borrowings

 

As of June 30, 2025 loans and borrowings include the following:

 

    Jun. 30,     Thereof classified as  
kEUR   2025     current     Non-current  
Convertible note     28,199       18,975       9,224  
Shareholder loans     5,426       5,426          
Total     33,625       24,401       9,224  

 

On May 01, 2025, ADSE secured financing through convertible note agreements with different institutional lenders in a total principal amount of kUSD 53,753 (kEUR 47,389). The notes were issued with a discount of 7% and bear interest of 2% per annum. They can either be converted into equity or redeemed in cash over a period of three years until May 01, 2028. Together with the convertible notes, 1,116,072 warrants were issued resulting in a disagio of the notes in an amount of kEUR 6,773. Transaction costs are being discounted from the notes as well. Both are amortized together with the issue discount using the effective interest rate method.

Until June 30, 2025, the lenders have converted a total principal amount of kUSD 7,593 (kEUR 6,556) as well as interest in the amount of kUSD 692 (kEUR 598) into equity.

 

The shareholder loans are classified as current loans and borrowings. As of the reporting date, the amount includes the book value of shareholder loans of kEUR 5,426 and interest payable of kEUR 310 (December 31, 2024: book value of kEUR 11,971 and interest payable of kEUR 1,363). In the first half of 2025, various tranches with a total nominal amount of kEUR 14,357 (kUSD 15,577) were repaid together with interest.

 

  4.2.7 Financial instruments

 

The following table provides the carrying amounts and fair values of all financial assets and financial liabilities, including their levels in the fair value hierarchy.

 

kEUR   Classification   Fair value
hierarchy
    Carrying amount
Jun. 30,
2025
    Fair value
Jun. 30,
2025
    Carrying amount
Dec. 31,
2024
    Fair value
Dec. 31,
2024
 
Financial assets                                  
Cash and cash equivalents   At amortized cost     3       37,869       37,869       22,858       22,858  
Trade receivables (current)   At amortized cost     3       6,085       6,085       9,900       9,900  
Other investments (non-current)   At amortized cost     3       5       5       5       5  
Other financial receivables (current)   At amortized cost     3       63       63       3,358       3,358  
Other financial receivables (non-current)   At amortized cost     3       6       6       6       6  
Total                 44,028       44,028       36,126       36,126  

Disclosure on individual items of the consolidated financial statements

 

kEUR   Classification   Fair value
hierarchy
    Carrying amount
Jun. 30,
2025
    Fair value
Jun. 30,
2025
    Carrying amount
Dec. 31,
2024
    Fair value
Dec. 31,
2024
 
Financial liabilities                                  
Warrant liabilities - private   FVTPL     2       13,155       13,155       39,997       39,997  
Warrant liabilities - public   FVTPL     1       473       473       734       734  
Warrant liabilities - Shareholder loan   FVTPL     2       56,733       56,733       78,849       78,849  
Warrant liabilities - Convertible Notes   FVTPL     2       6,616       6,616       -       -  
Loans and borrowings (non-current)   At amortized cost     3       9,224       16,074       -       -  
Loans and borrowings (current)   At amortized cost     3       24,711       26,044       13,333       13,333  
Trade payables (current)   At amortized cost     3       12,100       12,100       29,299       29,299  
Trade payables due to related parties (current)   At amortized cost     3       1,045       1,045       2,601       2,601  
Lease liabilities (non-current)   At amortized cost     3       1,882       -       2,336       -  
Lease liabilities (current)   At amortized cost     3       1,054       -       1,144       -  
Other payables financial (current)   At amortized cost     3       387       387       215       215  
Total                 127,379       132,627       168,510       165,030  

 

The significant development in the area of other financial receivables is attributable to research grants, which were paid out in the first quarter of the fiscal year. The decline of trade payables is due to the payment of high trade payables from the purchase of inventory. The increase in loans and borrowings is due to new financing. Please refer to note 4.2.6 for further information on loans and borrowings.