Fusion Fuel Green PLC — FY2020 Form 20-F
Reporting period: Year ended December 31, 2020; this is an annual report, not a separate Q4 filing. Financial statements are audited, prepared under IFRS, and presented in euros. Fusion Fuel Green completed its business combination on December 10, 2020; 2019 comparatives primarily reflect the predecessor Fusion Fuel Portugal.
Business context and reporting period
The company is an early-stage green-hydrogen technology and project developer. Its plans include selling solar-coupled hydrogen generators, developing and operating hydrogen plants, selling hydrogen under hydrogen purchase agreements, and providing monitoring services. It reported no revenue in 2020 or 2019.
Financial results and liquidity
| Metric | FY2020 / December 31, 2020 | FY2019 / December 31, 2019 |
|---|---|---|
| Revenue | €0 | €0 |
| Operating loss | €5.455 million | €2,000 |
| Net loss | €183.130 million | €2,000 |
| Basic and diluted loss per share | €68.53 | €0.00 |
| Cash and cash equivalents | €58.007 million | Nil |
| Total assets | €62.422 million | €17,000 |
| Total current liabilities | €55.058 million | €16,000 |
| Total equity | €7.364 million | €1,000 |
- The €183.130 million net loss was primarily driven by a one-time, non-cash €177.146 million listing expense recorded in connection with the business combination and PIPE financing. Other disclosed expenses included €3.350 million in administration, €1.438 million in share-based payments, and €0.667 million in foreign-exchange losses.
- Operating cash outflow was €4.188 million; investing cash outflow was €1.444 million; and financing cash inflow was €64.306 million. Ending cash was €58.007 million.
- The €52.932 million warrant derivative liability made up most reported liabilities. The company reported no external debt. The filing says management considered working capital sufficient for planned operations for at least 12 months; elsewhere it anticipated transaction funds covering 18–24 months after closing.
- Margins are not meaningful because the company had no revenue. No separate quarterly financial results or clear Q4-only values are provided.
Material changes versus the prior comparable period
- Cash rose from nil to €58.007 million following the December 2020 business combination and financing. The company reported approximately $25.1 million of gross PIPE proceeds and approximately $54 million distributed from HL’s trust account.
- Net loss increased from €2,000 in 2019 to €183.130 million in 2020, mainly because of the non-cash listing expense. The company continued to report no revenue.
- The company recognized €2.203 million of intangible assets, principally intellectual property, compared with none in 2019.
Outlook, commentary, risks and unusual items
- Projects and expectations: The Evora project was under construction after year-end; its disclosed project value is approximately €4.5 million, with anticipated capital expenditure of €4.2 million. A €1.5 million grant application remained pending. The Sines 1 project was expected to require approximately €23 million of capital expenditure; the company anticipated seeking project financing after demonstrating performance. These are plans and expectations, not assured funding or revenue.
- Commercial outlook: Management described potential project returns of 15–20% and hydrogen pricing averaging approximately €2 per kilogram for planned Sines projects. These are internal projections based on assumptions; hydrogen purchase agreements were still under discussion. Several announced opportunities were non-binding MOUs, not contracted revenue.
- Execution and market risks: The company had a limited operating history, no revenue, long sales and installation cycles, and dependence on permits, government policy, customer financing, hydrogen purchase agreements, and a small number of prospective anchor customers. Product performance at scale, manufacturing capacity, supplier availability, and market acceptance remain uncertain.
- Supplier and related-party exposure: MagP, a related party, was a key supplier and production partner. The company had purchase commitments of up to €2.35 million and €0.87 million for project equipment and services; certain commitments were cancellable with a penalty. It also had not yet paid all consideration for transferred intellectual property, and full ownership was conditional on payment.
- Controls: Management concluded disclosure controls were ineffective at year-end because of material weaknesses in control processes, segregation of duties, staffing, and IT general controls. Remediation was underway, but completion and effectiveness were not assured.
- Other risks and items: COVID-19 had not materially affected operations to date, but the filing described delays and supply-chain risks. Warrants are recorded as derivative liabilities because their exercise price is in U.S. dollars while the functional currency is the euro. The company reported an unqualified audit opinion and no legal proceedings.
Most important facts for investors to verify
- Reconcile the selected financial data table’s stated 2020 operating loss of €182.601 million with the audited income statement’s operating loss of €5.455 million and net loss of €183.130 million; the filing text does not clearly reconcile the difference.
- Confirm actual cash available, subsequent cash use, and the basis for management’s runway estimate, particularly given planned plant investment and the warrant liability’s accounting treatment.
- Check progress on Evora construction, required certifications and permits, the pending grant, and whether the planned hydrogen offtake agreement has been signed.
- Verify which project pipeline items have become binding purchase or hydrogen purchase agreements, and assess customer concentration and financing conditions.
- Reconcile share and warrant counts: the filing reports different Class A share totals in different sections, and potential warrant exercises, Class B conversions, and earnout securities could dilute shareholders.
- Track remediation of the disclosed material weaknesses and review the company’s related-party arrangements and remaining obligations to MagP.