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Forsee Power

Quarterly Report Sep 16, 2022

1345_ir_2022-09-16_b6b11522-0ae6-4ea3-8389-0f848bb4a87e.pdf

Quarterly Report

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Société Anonyme à Conseil d'administration (A public limited company with a board of directors) Registered office: 1 boulevard Hippolyte Marques, 94200 Ivry-sur-Seine

2022

Half-Yearly Financial Report

1 ATTESTATION BY THE PERSON RESPONSIBLE FOR THE HALF-YEARLY FINANCIAL REPORT 3

HALF-YEARLY BUSINESS REPORT 5
2.1 Key performance indicators 6
2.2 Analysis of first-half activity and results 6
2.3 Comments on the main balance sheet items 16
2.4 Group consolidated cash flows 17
2.5 Financial debt 19
2.6 Capital expenditure 21
2.7 Subsequent events 22
2.8 Main transactions with related parties 22
2.9 Main risks and uncertainties for the remaining six months 22
CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022 23
3.1 Consolidated financial statements as of June 30, 2022 24
3.2 Statutory auditors' limited review report 77

1 ATTESTATION BY THE PERSON RESPONSIBLE FOR THE HALF-YEARLY FINANCIAL REPORT

"I certify that to my knowledge, the condensed consolidated interim financial statements for the six months ended June 30, 2022, have been prepared in accordance with the applicable accounting standards and provide a true and fair view of the net assets, financial position and financial performance of the Company and of all companies included in the scope of consolidation. I equally certify that to my knowledge, the attached half-yearly activity report faithfully represents the significant events that have occurred during the first six months of the financial year and their impact on the consolidated financial statements, as well as the main transactions that have taken place with related parties, and provide a description of the principal risks and uncertainties associated with the remaining six months of the financial year".

Christophe Gurtner, Chairman and CEO

Signed in Ivry-sur-Seine, on September 16, 2022

2.1 Key performance indicators

The Group uses revenues and EBITDA as the main performance indicators. These performance indicators are monitored on a regular basis by the Group to analyse and evaluate its activities and their trends, measure their performance, prepare earnings forecasts and make strategic decisions.

In addition, the Group monitors adjusted EBITDA corresponding to EBITDA restated for share-based compensation expenses as it considers that they do not reflect the Group's current operating performance and have no direct impact on cash.

Definition of EBITDA and adjusted EBITDA

The Group considers EBITDA and adjusted EBITDA, non-accounting measures, to be performance measures.

The reconciliation of these aggregates with the IFRS financial statements is presented in the table below:

in € thousands First half-year
2022
First half-year
2021
Current operating income (12,178) (10,154)
Amortisation and impairment of intangible assets
-
(1,475) (980)
-
Amortisation of rights of use on property, plant and equipment
(598) (620)
-
Amortisation
and impairment of property, plant and equipment
(1,215) (571)
-
Net impairment of assets
(690) 124
EBITDA (8,200) (8,107)
-
Share-based compensation expenses
(1,976) (247)
-
Employer's contributions for share-based compensation
(26) 0
Adjusted EBITDA (a) (6,198) (7,860)

a) Adjusted EBITDA corresponds to EBITDA restated for share-based compensation expenses ("IFRS 2" expense) and employer contributions. The "IFRS 2 expense" was €(1,976) thousand in the first half of 2022 compared to €(247) thousand in the first half of 2021. Employer contributions for share-based compensation amounted to €(26) thousand in the first half of 2022 (zero in the first half of 2021). For the first half of 2021, according to this new definition, adjusted EBITDA would have amounted to €(7,860) thousand.

2.2 Analysis of first-half activity and results

2.2.1 Outlook and trends

In the second half of 2022, Forsee Power will focus on launching its production site in the United States with the objective of reaching a production capacity of 3 GWh by 2027 and continuing to develop its commercial partnerships as well as its R&D work in order to expand its product and service offering.

The Group announces forecast revenues to exceed €100 million in 2022 and also confirms its financial objectives for 2027, namely to achieve revenues of around €600 million and EBITDA and adjusted EBITDA margins both above 15%.

Forsee Power will remain vigilant about the uncertainties related to the COVID-19 crisis, particularly in China where the Group operates one of its four production sites, the impacts linked to the conflict in Ukraine, the impact on logistics between Asia and Europe, the increase in the price of raw materials and the pressure on the supply of certain electronic components.

2.2.2 Significant events during the period

2.2.2.1 Business performance

  • Order to power 420 Wrightbus buses with ZEN SLIM battery systems:

Forsee Power received a firm order for 420 ZEN SLIM battery systems to power Wrightbus buses. Deliveries of these battery systems are scheduled for 2022 and 2023.

  • Launched deliveries of 5,000 GO 10 batteries to Omega Seiki Mobility in India for their RAGE+ electric 3-wheelers;
  • Renewal of the partnership with IVECO for the supply of batteries for electric buses;
  • Order to equip 20 Ballard Motive Solutions hydrogen fuel cell refuse collection vehicles;
  • Partnership with EDF Store & Forecast for the development of mobile electricity storage systems with first- and second-life batteries;
  • Renewed technology partnership with LG Energy Solution for the launch of the ZEN 42 high energy battery systems.

2.2.2.2 Industrial development

- Establishment of the North American headquarters and a gigafactory in Columbus, Ohio

Forsee Power continues its international expansion by establishing its North American headquarters and a gigafactory in Columbus, Ohio.

The Group's objective is to reach a production capacity of 3 GWh in the United States by 2027, involving investments of nearly 13 million in the first phase. This investment will allow the Group to adapt the product offering to the local market, build production lines and recruit a local team of 150 employees.

- Inauguration of the Chasseneuil-du-Poitou mass production plant

Forsee Power inaugurated its production plant in Chasseneuil-du-Poitou for smart battery systems for heavy vehicles.

2.2.2.3 Innovation and new product development:

  • Launch of PULSE 0.5, an ultra-high power battery for 48V off-highway hybrid systems
  • Forsee Power obtains DNV certification for its Pulse 2.5 marine battery system
  • Increasing the autonomy of Life portable batteries for the medical sector
  • Extension of the SLIM range with ZEN 8 SLIM batteries for off-highway and light vehicles
  • Launch of the new ZEN PLUS range:

Forsee Power has launched a new offering of ultra-high energy density and ultra-modular battery systems for heavy-duty vehicles. This new range, called ZEN PLUS, is the first pack on the market with the ability to perfectly adjust voltage and energy to the system's needs; it supports both 650V and 800V engines with a single battery format.

2.2.2.4 Implementation of the strategy of offering a complete range of products and services by increasing its stake in NEoT Capital

On May 31 and June 30, 2022, Forsee Power increased its stake in NEoT Capital from 15% to 50%.

This transaction reflects Forsee Power's strategy to offer a complete range of products and services with a positioning across the entire value chain to support manufacturers and regions in their ecological transition with turnkey solutions.

2.2.2.5 Dispute with Unu GmbH

The referral procedure in Paris:

In a ruling dated March 18, 2022, the judge in summary proceedings of the Paris Commercial Court ruled that it had no jurisdiction regarding the request by Unu GmbH to replace the legal expert appointed in April 2021. The supervisory judge decided to retain the current legal expert and to appoint a legal co-expert. The next legal experts' panel meeting is scheduled for September 2022.

The trial proceedings:

The court remanded the case to September 28, 2022 for a procedural hearing. The Company expects the Court to stay proceedings until the expert report is filed.

The referral procedure in Lyon:

On 25 May 2022, Unu GmbH summoned Forsee Power to appear before the Lyon Court in summary proceedings as part of a request for an expert appraisal made by the home insurer and the family of an individual who died in a house fire in August 2021.

This expert appraisal is intended to determine the cause of the fire which is unknown.

Investigations have not begun and at this stage no cause is preferred. The judge in summary proceedings ordered the extension of the expert assignment on August 1, 2022.

For more details regarding the ongoing litigation proceedings with Unu GmbH, please refer to note 7.11 of the half-yearly financial statements, in section 3.1 of this document, as well as paragraph 2.3 of this halfyearly financial report.

2.2.2.6 Impact from the situation in Ukraine and Russia

The Group is not exposed to the restrictions imposed on Russia as Forsee Power has no employees, customers or suppliers in that country.

However, logistical impacts and increases in raw material costs, linked to the geopolitical situation in Ukraine and in the energy sector, exist, but the Group is not directly exposed to them.

2.2.2.7 Impact of COVID-19 on business in China

The first quarter of 2022 was affected by an increase in COVID-19 cases in China, particularly in Shanghai, which exposed the Group to pandemic risk due to the presence in China of one of its production sites and some of its suppliers.

However, this situation did not result in a significant disruption over the first half of 2022, as the production site in China continued to operate as usual, without any particular problem.

2.2.2.8 Uncertainties related to the current political and economic context

The current political and economic context may create uncertainties over the Group's business activities (i.e., inflation, increases in prices of some raw materials and energy, disruption of the supply chain, shortage of electronic components, etc.). However, the Group is closely monitoring the potential increase in its structural costs (prices of raw materials, increases in wages and in the supply chain), and generally includes in the contracts with its customers a price adjustment clause to limit its exposition to the fluctuation of raw material prices.

2.2.3 Business commentary

The following information regarding the financial position and results of Forsee Power should be read in conjunction with the Group's interim consolidated financial statements as of June 30, 2022, included in this document, which are prepared according to the standard IAS 34 related to the interim financial reporting.

Forsee Power's half-yearly financial statements have been prepared in accordance with IFRS as adopted by the European Union ("EU-IFRS") and were subject to a limited review by the statutory auditors whose limited review report is presented in section 3.2.

Figures in thousands of euros in the tables and analyses in this section have been rounded. As a result, the totals may not correspond to the sum of the separately rounded figures. Similarly, the sum of the percentages, calculated from rounded figures, may not add up to 100%.

Due to the nature of its business and its geographical location, the Group's results are affected by changes in exchange rates. For an analysis of the Group's exposure to foreign exchange risk, please refer to note 7.15.3 of the half-yearly financial statements, in section 3.1 of this document.

2.2.3.1 Key figures

in € thousands First half
year
2022
First half
year
2021
Change Change
(as a %)
Revenues 49,727 37,171 + 12,556 + 34%
Of which Heavy Vehicles (HeV) 38,474 29,573 + 8,901 + 30%
Of
which
Light
Vehicles
and
Industrial Tech (LeV
& Ind Tech)
11,253 7,597 + 3,656 + 48%
EBITDA (a) (8,200) (8,107)
93

1%
EBITDA margin (16) % (22) %
Adjusted EBITDA (b) (6,198) (7,860) + 1,662 + 21%
Adjusted EBITDA margin (12) % (21) %
Current operating income (12,178) (10,154)
2,024

20%
Operating income (12,178) (10,154)
2,024

20%
Net financial income (expense) 2,504 (6,377) + 8,881 + 139%
Net income of the consolidated group (9,834) (16,769) + 6,935 41%

a) The EBITDA indicator corresponds to operating income before amortisation and impairment of intangible assets, amortisation of rights of use on property, plant and equipment, depreciation and impairment of property, plant and equipment and net impairment of assets. This indicator is detailed in section 2.1 of this document.

b) In addition to EBITDA, the Group tracks adjusted EBITDA. This alternative performance indicator corresponds to EBITDA restated for share-based compensation expenses. The Group considers that these expenses do not reflect its current operating perf ormance, particularly for equity-settled compensation plans, which have no direct impact on cash. The definition and calculation of this indicator is detailed in sect ion 2.1 of this document.

In the first half of 2022, Forsee Power recorded a robust sales performance in an environment of major pressure on supplies, with consolidated revenues of €49,727 thousand, up by 34%, mainly due to:

  • a strong recovery in activity in the heavy vehicle market (+30%) and a continued strong activity in the light vehicle market (+48%)
  • a positive impact, in terms of revenue, related to the integration of Holiwatt's activity in July 21st, 2021 (+€397 thousand; +1%)

At constant perimeter1 , Group's revenue would have been €49,330 thousand for the first half of 2022.

1 Constant perimeter means that the contribution of Holiwatt, a company acquired on July 21st, 2021, is not considered.

The Group's adjusted EBITDA increased from €(7,860) thousand for the first half of 2021 to €(6,198) thousand for the first half of 2022, despite a negative impact of €(1,481) thousand related to the integration of Holiwatt in July 21st, 2021.

At constant perimeter1 , the Group's adjusted EBITDA would have been €(4,717) thousand for the first half of 2022, representing 10% of the Group's revenue at constant perimeter.

In this context, the adjusted EBITDA margin has increased from (21)% for the first half of 2021 to (12)% for the first half of 2022. This increase can be explained as follows:

  • the improvement in the gross margin (+€3,341 thousand) due to the volume effect and productivity;
  • the integration of the net operating costs of the Holiwatt business (-€1,481 thousand);

Operating income for the first half of 2022 came to €(12,178) thousand. It was down from the operating income of €(10,154) thousand for the first half of 2021. Operating income is analysed below in paragraph 2.2.5 of this document.

Following its IPO in November 2021, Forsee Power has significant liquidity. The Group has also continued to successfully implement actions to extend its suppliers' payment terms and to use its "deconsolidating" factoring contracts to optimise its working capital requirements (WCR).

The working capital requirement represents 62% of the revenue for the first half of 2022, against 50% for the first half of 2021. This increase of €12,022 thousand is mainly explained by a higher level of inventories (+€11,081 thousand). The Group's strong growth in terms of revenues for the second quarter 2022 compared to the second quarter 2021 (+52%) indeed required a resizing of inventories. Additionally, the occasional lack of several components at the end of the first half of 2022 did not allow to finalize the production of certain battery systems, leading to an increase in the inventoried work in progress.

Changes in the other components of WCR (clients, suppliers, other current assets and other current liabilities) remain relatively constant within this context of high growth (+€941 thousand), as the Group uses "deconsolidating" factoring contracts with its clients and implements actions to continuously extend its suppliers' payment terms.

Capex (excluding the impact of IFRS 16, excluding intangible assets) as a percentage of revenue, remain stable at 4%, i.e., €1,988 thousand over the first half of 2022 compared with €1,449 thousand over the first half of 2021 (6%).

Group cash and equity (including capital expenditure and financial debt) are analysed in section 2.4 of this document.

2.2.4 Segment presentation

The Group presents its segment information on the basis of the financial information presented to Group management in its internal reporting, which it reviews regularly in order to make decisions on the allocation of resources to the business segments and the assessment of their performance. The Group's reporting includes two business segments:

  • Heavy Vehicles (HeV) (or transport and storage), which includes the market for solutions adapted to the development of electric or hybrid vehicles for various means of transport (buses, utility and "last mile" vehicles, trams, trains, trucks and marine vessels) and stationary storage (residential, commercial and industrial). Stationary storage is not part of first life but second life.
  • Light Vehicles and Industrial Tech (LeV & Ind Tech) (or portable and mobility), which includes the light electric mobility market as well as other electric applications (electric scooters, light vehicles with 2 to 4 wheels, electric bikes, medical equipment, connected objects, home automation, robotics and professional tools).

These business segments are broken down by geographic area: France, Europe (excluding France), Asia, the United States and the rest of the world. Revenues by geographic area are determined based on customer location.

2.2.5 Results of operations

Revenues

The table below shows changes in revenues by business segment and geographic area.

in € thousands First half-year
2022
First half-year
2021
Change
France
Heavy Vehicles (HeV) 22,288 27,529
5,241
Light Vehicles and Industrial
Tech (LeV
& Ind Tech)
3,488 2,415 + 1,073
Total 25,775 29,945
4,170
As a % 51,8% 80,6%
Europe
Heavy Vehicles (HeV) 15,950 1,996 + 13,954
Light Vehicles and Industrial
Tech (LeV & Ind Tech)
1,937 1,753 + 184
Total 17,887 3,749 14,138
As a % 36,0% 10,1%
Asia
Heavy Vehicles (HeV) 88 + 88
Light Vehicles and Industrial
Tech (LeV & Ind Tech)
4,499 2,597 + 1,902
Total 4,587 2,597 1 990
As a % 9,2% 7,0%
United States
Heavy Vehicles (HeV) 146 + 146
Light Vehicles and Industrial
Tech (LeV & Ind Tech)
1,329 832 + 497
Total 1,475 832 643
As a % 3,0% 2,2%
Rest of the world
Heavy Vehicles (HeV) 3 48
45
Light Vehicles and Industrial
Tech (LeV & Ind Tech)
0
Total 3 48
45
As a % 0,0% 0,1%
TOTAL 49,727 37,171 12,556
Heavy Vehicles (HeV) 38,474 29,573 + 8,901
Light Vehicles and Industrial
Tech (LeV & Ind Tech)
11,253 7,597 + 3,656

The Group's consolidated revenues amounted to €49,727 thousand in the first half of 2022 compared with €37,171 thousand in the first half of 2021, an increase of +€12,556 thousand or 34%. The growth recorded in the first half of 2022 is mainly explained by the strong recovery in activity in the heavy vehicle market (+30%) and continued strong activity in the light vehicle segment (+48%). During this period, Forsee Power continued to benefit from its position as a leader in smart battery systems for high value-added segments. At the same time, in a context of pressure on the supply of certain electronic components, the Company has maintained its efforts in terms of flexibility in order to meet the strong demand from the electromobility market.

In terms of geographical revenue distribution, the French market is the majority contributor to total revenues, while the rest of Europe is growing strongly, now accounting for 36% of sales (compared with 10% in the first half of 2021).

The Heavy Vehicles (HeV) segment represents 77% of the Group's revenues in the first half of 2022 compared with 80% in the first half of 2021.

Revenues for this segment were €38,474 thousand in the first half of 2022, up +€8,901 thousand or +30% compared with the first half of 2021. This growth is mainly explained with the start of deliveries to the client Bamford Bus in the United-Kingdom related to a global order to equip 420 buses with battery systems ZEN SLIM.

To be noted that growth on this segment over the second quarter 2022 displayed a 56% increase compared with the second quarter 2021, which reflects an important acceleration of the bus activity.

The Light Vehicles and Industrial Tech (LeV & Ind Tech) segment accounted for 23% of the Group's revenues in the first half of 2022, compared with 20% in the first half of 2021.

Revenues for this segment were €11,253 thousand, an increase of +€3,656 thousand or 48% compared with the first half of 2021. This increase mainly reflects the Group's sustained growth in the two-wheelers' market.

Current operating income

The table below shows the components of the Group's current operating income, in absolute terms and as a percentage of revenues, for the periods indicated.

First half-year
2022 2021
% of % of %
thousands revenues thousands revenues change
Revenues 49,727 - 37,171 - + 34%
Other operating income and expenses (366)
1%
(177) 0%
107%
External services and purchases consumed (41,384)
83%
(33,212)
89%

25%
Personnel costs (15,442)
31%
(10,593)
28%

46%
Taxes and duties (361)
1%
(471)
1%
+ 23%
Depreciation and amortisation (3,288)
7%
(2,171)
6%

51%
Provisions and impairment (1,064)
2%
(700)
2%

52%
Current operating income (EBIT) (12,178)
24%
(10,154)
27%

20%

Revenues

Refer to the analysis above.

Other operating income and expenses

Other operating income and expenses decreased and represented an expense of €(366) thousand for the half year ended June 30, 2022, compared with €(177) thousand for the half year ended June 30, 2021, i.e. a decrease of - €189 thousand.

External services and purchases consumed

The breakdown of the item is as follows:

in € thousands First half-year
2022
First half-year
2021
Purchases consumed, including foreign exchange gains (36,008) (28,877)
and losses on purchases
Fees, external services (1,917) (1,772)
Leases, maintenance and insurance (793) (499)
Transport, travel and conference expenses (1,381) (965)
Study and research costs (689) (648)
Post and telecommunications expenses (114) (133)
Subcontracting (365) (269)
Other (117) (48)
External services and purchases consumed (41,384) (33,212)

The increase in external services and purchases consumed of -€8,172 thousand, i.e. +25%, in the first half of 2022 compared with the first half of 2021, is mainly due to:

  • the increase in purchases consumed of +€7,131 thousand (+25 % compared with the first half of 2021), mainly due to the increase in activity; and
  • the increase in transport, travel and entertainment expenses for +€416 thousand mainly due to the increase in activity and the lifting of COVID-19 health restrictions.

The cost of battery cells depends in part on the prices and availability of raw materials such as lithium, nickel, cobalt and/or other metals. The costs of these raw materials have risen due to higher production costs and increased demand in the electric vehicle market.

The prices of these raw materials fluctuate and their available supply may be unstable depending on market conditions and global demand, in particular due to increased global production of electric vehicles and energy storage products.

These increases are offset by commercial measures that make it possible to pass on all or part of these additional costs to customers.

Personnel costs

The +€4,849 thousand increase in personnel costs is explained as follows:

  • an increase in activity for an amount of +€3,094 thousand, including the takeover of the workforce of the former Holiwatt acquired in July 2021;
  • an increase in share-based payment costs for an amount of +€1,729 thousand, related to the recognition over time of the expense for stock options and free shares that form part of agreed-upon plans.

Taxes and duties

Taxes, duties and similar payments were stable (€(110) thousand between the first half of 2022 and the first half of 2021) and amounted to €(361) thousand as of June 30, 2022.

Non-current operating income

There were no non-current operating items recorded in the first half of 2022 and 2021.

Net depreciation, amortisation and impairment

The item breaks down as follows:

in € thousands First half-year
2022
First half-year
2021
Amortisation and impairment of intangible assets (1,475) (980)
Amortisation of rights of use on property, plant and
equipment
(598) (620)
Amortisation and impairment of property, plant and
equipment
(1,215) (571)
Provisions for risks and charges (374) (824)
Net impairment of inventories and receivables (690) 124
Net charges (4,352) (2,872)

The item increased from €(2,872) thousand in the first half of 2021 to €(4,352) thousand in the first half of 2022. Its contribution as a percentage of revenues increased, at 9% of revenues in the first half of 2022 compared with 8% in the first half of 2021.

Fixed assets and provisions are discussed in the comments on the balance sheet in section 2.3 of this document.

Operating income (expense)

Given the factors presented above, the Group's operating income represented an expense of €(12,178) thousand in the first half of 2022 compared with €(10,154) thousand in the first half of 2021, a deterioration of €(2,024) thousand.

Net financial income

The €1,710 thousand decrease in the cost of gross financial debt to €(1,441) thousand as of June 30, 2022, compared with €(3,151) thousand as of June 30, 2021, is mainly due to the global debt reduction implemented by the Group during the second semester of 2021.

The other components of the net financial result represent a net amount of +€3,944 thousand for the first half of 2022, compared to €(3,266) thousand for the first half of 2021. This variation is mainly due to the change in the fair value of the derivatives related to the EIB warrants.

Tax expense

The tax expense was €(161) thousand as of June 30, 2022 compared with €(238) thousand as of June 30, 2021.Theoretical tax income was €2,418 thousand as of June 30, 2022, compared with €4,133 thousand as of June 30, 2021. The change in the tax expense results from the change in deferred taxes.

The differences (i.e., tax income of €2,580 thousand as of June 30, 2022 and €4,371 thousand as of June 30, 2021) between the theoretical tax expense and the tax expense result mainly from the impact of the change in the tax expense concerning tax losses not recognized in the balance sheet (€3,097 thousand as of June 30, 2022 and €3,284 thousand as of June 30, 2021), derivatives on financial instruments (€(976) thousand as of June 30, 2022 and €785 thousand as of June 30, 2021), and share-based payments (€494 thousand as of June 30, 2022 and €66 thousand as of June 30, 2021).

Details of the tax expense are provided in note 8.9 to the half-yearly financial statements in chapter 3 of this document.

Net income

Given the factors set out above, the net result of the consolidated group represents a loss of €(9,834) thousand at June 30, 2022 compared with a loss of €(16,769) thousand at June 30, 2021, i.e., an improvement of + €6,935 thousand.

2.3 Comments on the main balance sheet items

in € thousands 30.06.2022 31.12.2021 Change Change
(as a %)
Non-current assets 47,177 41,738 + 5,439 + 13%
Of which intangible assets (a) 15,550 14,892 + 658 + 4%
Of which property, plant and equipment (b) 19,610 18,643 + 967 + 5%
Of which non-current financial assets (c) 4,932 5,588
656

12%
Current assets 110,502 124,859
14,357

11%
Of which other current assets (d) 12,252 15,101
2,849

19%
Of which cash and cash equivalents (e) 46,477 70,770
24,293

34%
Total assets 157,679 166,598 -8,919 -5%
Equity (f) 61,271 69,224
7,953

11%
Liabilities (g) 96,408 97,374
966

1%
Of which loans from the EIB 20,935 20,351 + 584 + 2%
Of which Atout loan from BPI 3,750 4,375
625

14%
Of which State-guaranteed loans 18,688 18,400 + 288 + 2%
Of which rights of use liabilities 9,568 9,315 + 253 + 3%
Of which related-party liabilities 324 331
7

2%
Of which derivative financial instruments
(h)
3,068 6,972
3,904

56%
Of which provisions for risks and charges (i) 5,699 5,316 + 383 + 7%
Of which trade payables (j) 14,525 13,599 + 926 + 7%
Of which other liabilities (k) 18,489 17,629 + 860 + 5%
Total liabilities 157,679 166,598 -8,919
5%

a) The increase in this item is mainly due to the capitalisation of research and development costs. Non-capitalized research and development costs amount to €1,723 thousand as of June 30, 2022, compared with €3,932 thousand as of December 31, 2021. Intangible assets are detailed in Note 7.2 to the half-yearly financial statements - section 3.1 of this document

b) Property, plant and equipment are detailed in Note 7.3 to the consolidated financial statements - section 3.1 of this document.

c) Other non-current financial assets consist mainly of a cash pledge (€4,332 thousand at the end of June 2022 compared to €3,973 thousand at the end of December 2021). The Group had a first demand payment guarantee of USD 7,000 thousand from a banking institution in favour of a foreign supplier until December 31, 2021. This first demand payment guarantee was secured by a cash pledge in the amount of USD 4,500 thousand (€4,332 thousand at June, 30 2022). The maturity of the cash pledge has been extended to December 31, 2022. As this cash was not immediately available, this cash pledge is not presented in the "Cash" item but in the "Financial assets" item, in accordance with IAS 7. The maturity of the cash collateral has been extended to December 31, 2022. d) The decrease in this item is due to the reduction of advances and deposits paid for an amount of €(4,200) thousand (see Note 7.8 of the half-yearly financial

statements - section 3.1 of this document), partially offset by the increase in tax receivables for an amount of €1,125 thousand

e) As of June 30, 2022, cash and cash equivalents consisted of demand deposits mainly in euros and US dollars. Cash flows are analysed in paragraph 2.4. f) Movements affecting the Group's equity in HY 2021 and HY 2022 are detailed in the consolidated statement of changes in equity and the related note (see section 3.1 "Consolidated statement of changes in equity").

g) Borrowings and debts are detailed in section 2.5 and in Note 7.13 of section 3.1 of this document.

h) See Note 7.14 « Derivatives on financial instruments » of the present document for more explanation on the variation.

i) They consist mainly of the provision for:

  • after-sales service, intended to cover the risk of future after-sales service costs arising from Forsee Power's liability for products sold (€3,985 thousand in the first half of 2022 compared with €3,279 thousand as of end-December 2021);

  • recycling, set aside to cover the estimated future costs of recycling battery systems sold, for which the Group has a take-back and recycling commitment in the event that customers return batteries (€1,005 thousand in the first half of 2022 compared with €709 thousand as of end-December 2021). And ;

  • the provision set aside in respect of the dispute with Unu GmbH, for €486 thousand as of June 30, 2022 (€651 as of end-December 2021).

j) The increase in trade payables is mainly due to the increase in component purchases for battery pack production in line with the increase in business activity. k) The non-current portion amounted to €5,469 thousand in the first half of 2022 (€3,683 thousand as of end-December 2021) and the current portion was €13,020 thousand in the first half of 2022 (€13,946 thousand as of end-December 2021). Other liabilities correspond mainly to advances and deposits received, social security and tax liabilities, deferred income on specific battery warranty extensions and benefits granted on interest free State-guaranteed loans maturing in one to five years. Other liabilities are detailed in Note 7.18 to the half-yearly financial statements in section 3.1 of this document.

2.4 Group consolidated cash flows

in € thousands First half
year 2022
First half
year 2021(a)
Change
Cash flow from operating activities (15,217) 953
16,170
Cash flow from investing activities (5,724) (4,515)
1,209
Cash flow from financing activities (3,460) (3,553) + 93
Change in cash and cash equivalents (24,369) (7,078)
17,291

a) The change in the presentation applied to the financial statements as of June 30, 2021 are presented in Note 5.3 of the consolidated half-yearly financial statements presented in section 3.1 of this document.

Cash flow from operating activities

in € thousands First half
year 2022
First half
year 2021(a)
Change
Self-financing capacity before net cost of financial debt and
taxes (b)
(7,221) (6,298)
923
Tax expense paid (income received) (c) 900 (1) + 901
Change in working capital requirement
(d)
(8,898) 7,252
16,150
Cash flow from operating activities (15,217) 953
16,170

a) The change in the presentation applied to the financial statements as of June 30, 2021 are presented in Note 5.3 of the consolidated half-yearly financial statements presented in section 3.1 of this document.

b) The decrease in self-financing capacity is mainly explained by the integration of Holiwatt.

c) In the first half of 2022, this flow mainly corresponds to the 2018 net CIR receivable received in the amount of €725 thousand. See the consolidated cash flow statement and notes 7.8 and 9.2 to the Group's half-yearly financial statements in section 3.1 of this document.

d) The change in working capital requirements for the first semester 2022 is mainly linked to the increase in inventories. See the consolidated cash flow statement and Note 9.2 to the Group's half-yearly financial statements in section 3.1 of this document. These inventories had then been reduced during the first semester 2021, following the end of the COVID-19 crisis and the upturn in activity.

The increase in the cash requirement from operating activities (+€16,170 thousand) is directly attributable to the deterioration in the change in working capital requirement of €(16,150) thousand explained in the table above.

Cash flow from investing activities

in € thousands First half
year 2022
First half
year 2021(a)
Change
Acquisition of fixed assets (net of liabilities and advances
paid)
(b)
(3,168) (4,861) + 1,693
Investment grant for an R&D project 0 337
337
Assets managed under liquidity contract (267) 0
267
Realised gains (losses) on liquidity contract 4 0 + 4
Proceeds from financial assets 0 8
8
Acquisition
of NEoT
Capital shares from Mitsubishi
Corporation (c)
(2,292) 0
2,292
Cash flow from investing activities (5,724) (4,515)
1,209

a) The change in the presentation applied to the financial statements as of June 30, 2021 are presented in note 5.3 of the consolidated half-yearly financial statements presented in section 3.1 of this document.

b) These acquisitions mainly concern research and development expenses, as well as those enabling the Company to increase its production capacity or improve its production facilities in its various plants (see the consolidated cash flow statement and note 9.3 to the half-yearly financial statements - section 3.1 of this document).

c) The acquisition of NEoT shares is described in note 3.2.2.1 to the consolidated half-yearly financial statements in section 3.1 of this document.

Cash flow from investing activities declined mainly due to the acquisition of NEoT Capital shares from Mitsubishi Corporation.

Cash flow from financing activities

in € thousands First half-year
2022
First half-year
2021(a)
Change
Payment of IPO issue expenses
(b)
(1,230) (250)
980
Subscription to warrant C BSA issue 0 4
4
Change in other financial liabilities (18) 10
28
New borrowings
(c)
(0) 21,500
21,500
(d)
Repayment of borrowings
(625) (20,000) + 19,375
Debt repayments on leased real estate (558) (444)
114
Factoring financing
(e)
0 (1,381) + 1,381
Payment of EIB loan issuance costs 0 (108) + 108
Change in financial liabilities with related parties (6) 278
284
Financial expenses paid (1,023) (3,162) + 2,139
Cash flow from financing activities (3,460) (3,553) + 93

a) The change in the presentation applied to the financial statements as of June 30, 2021 are presented in note 5.3 of the consolidated half-yearly financial statements presented in section 3.1 of this document.

b) The disbursement of IPO issue costs for an amount of €1,230 thousand corresponds to the payment made during the first semester 2022 of residual amounts provisioned in the financial statements as of December 31st, 2021.

c) See the financial debt analysis in paragraph 2.5 of this document.

d) See the financial debt analysis in paragraph 2.5 of this document. e) See the financial debt analysis in paragraph 2.5 of this document.

Cash flow from financing activities remained stable due to (i) the decrease in repayments of existing loans

and (ii) the decrease in new borrowings.

2.5 Financial debt

The schedule of financial debts is detailed in the table below and in Note 7.13 to the consolidated financial statements in section 3.1 of this document.

in € thousands December
31, 2021
Issuance Repayments Loan
issuance
costs
Interest
on zero
rate
loans
Reclassification Currency
translation
effects
Effective
interest
method
impact
Net
change
Conversion
to capital
Fair
value
Loan
issuance
IFRS 16
June 30, 2022
EIB loans 20,351 584 20,935
BPI Atout loan 4,375 (625) (1,250) 2,500
BPI state-guaranteed loan 5,000 (1,250) 3,750
BNP State-guaranteed loan 6,746 136 (1,875) 5,007
HSBC State-guaranteed loan 6,654 152 (1,866) 4,940
Right-of-use liability - non
current
8,437 (838) 2 871 8,472
Deposits and guarantees
received
20 20
Related party liabilities 331 (6) 324
Long-term financial debt 51,915 (0) (631) 288 (7,079) 2 584 871 45,949
BPI Atout loan 1,250 1,250
BPI state-guaranteed loan 1,250 1,250
BNP State-guaranteed loan 1,875 1,875
HSBC State-guaranteed loan 1,866 1,866
Accrued interest on financial
liabilities
863 1,176 (959) 0 1,081
Right-of-use liability - current 878 (558) 774 2 1,096
Accrued interest not yet due 18 (18)
Bank overdrafts (cash
liability)
0 75 75
Short-term financial debt 1,759 1,176 (1,517) 7,015 2 57 8,492
Gross financial debt 53,673 1,176 (2,148) 288 (64) 4 57 584 871 54,441
Of which
Current 1,759 1,176 (1,517) 7,015 2 57 8,492
Non-current 51,913 (631) 288 (7,079) 2 584 871 45,949

EIB loans

The Company and the EIB entered into a €20 million credit agreement in 2017 with provision of the first tranche of €7.5 million in March 2018, the second tranche of €7.5 million in October 2018 and the third and final tranche of €5 million in December 2019. This €20 million loan was repaid in full in June 2021.

It was accompanied by 6,857 EIB Warrant A BSA issued on March 15, 2018, leading in the event of exercise to the issuance of 858,290 ordinary shares against 854,000 ordinary shares previously.

A new EIB loan was signed in December 2020 for which tranche A, of €21.5 million, was disbursed on June 16, 2021. This tranche was accompanied by 3,500 EIB Warrant C BSA issued on June 4, 2021, leading in the event of exercise to the issuance of 386,400 ordinary shares. On September 28, 2021, the Company obtained a prior approval requested from the EIB to be able to carry out the various capital restructuring operations prior to the IPO as well as the IPO itself. In consideration for this approval, the capitalised interest rate applicable to tranche A of the EIB loan was increased by 0.5% from 4% to 4.5% per year (applicable retroactively). In addition, the EIB required the payment of a restructuring fee of €1,255 thousand, which was paid in December 2021.

Tranche B was disbursed on October 21, 2021 for an amount €8.5 million and then fully repaid early in November 2021. The issue of tranche B was not accompanied by an issue of 1,000 EIB Warrant D BSA following the waiver agreement of September 28, 2021.

The financial derivatives on the EIB loans (EIB Warrant A BSA and EIB Warrant CBSA) are presented below in paragraph 2.5.2 as well as in note 7.14 to the consolidated financial statements in section 3.1 of this document.

The EIB financing is detailed in note 7.13 to the consolidated financial statements in section 3.1 of this document.

Other bank financing

The Company had received €25.0 million in bank financing through:

  • the Atout loan granted by Bpifrance, in the amount of €5 million and at an annual percentage rate of 5%. This loan has a one-year grace period and will then be repaid quarterly from August 31, 2021 to June 30, 2025. It does not impose any financial covenant. The Company's representations and undertakings under this agreement, as well as the events of early repayment, are similar to those of the State-guaranteed loan referred to below.
  • State-guaranteed loans (PGE), in order to cover its cash flow needs, particularly in the context of delays in its projects, and to cope with the consequences of the COVID-19 pandemic. These totalled €20 million and break down as follows: (i) two State-guaranteed loans divided equally between HSBC and BNP Paribas for an amount of €7,500 thousand each at an annual percentage rate of 1.69% and 2.14% respectively, solely for the Company's operating needs in France (HSBC) and for the financing of its cash flow to support its business in France (BNPP); and (i) an innovation support loan (PGE) granted by Bpifrance for an amount of €5,000 thousand at an annual percentage rate of 2.35%. In accordance with the legal regime applicable to State-guaranteed loans, these loans had an initial maturity of one year from the date they were made available. They do not impose any financial covenants. The Company has elected to repay all of its State-guaranteed loans over the longest available term. As a result, the three State-guaranteed loans are eligible for an additional one-year grace period for repayment of the principal, which will be repaid on a straight-line basis until 2026.

The State-guaranteed loan taken out with BNP Paribas was also amended on March 19, 2021, mainly to introduce a new interest rate on the loan of 0.75 % from its initial maturity date (June 4, 2021) and to adjust the repayment schedule to quarterly instalments in accordance with the terms and conditions set out in the agreement. The State-guaranteed loan with HSBC was also amended in March 2021, with a new interest rate of the loan of 0,31%.

The Company's representations and undertakings under these agreements and the events of early repayment stipulated therein are in line with market standards for this type of loan (State-guaranteed loans - PGE) and mainly concern the Company's solvency, the preservation of its assets, compliance with the terms of the agreement in question, its purpose and the specific terms and conditions of State-guaranteed loans.

The State-guaranteed loan from BNP is repaid quarterly from September 4, 2022 until June 4, 2026. The State-guaranteed loan from HSBC is repaid quarterly from September 11, 2022 until June 11, 2025.

See note 7.13 to the half-yearly financial statements in section 3.1 of this document.

Factoring

As part of its business activity, the Group has entered into factoring agreements with BNP Paribas Factor, HSBC Factoring France and Banco Santander to accelerate the collection of trade receivables and cash inflows by providing financing secured by trade receivables.

Receivables assigned without recourse (HSBC contract) and which are no longer presented in the balance sheet amount to €3,594 thousand as of June 30, 2022 (€4,067 thousand as of December 31, 2021);

Under the factoring contract included in a client's reverse factoring programme, the Group has as of June 30, 2022 discounted with Banco Santander €6,251 thousand of receivables with a maturity date later than June 30, 2022 (€629 thousand as of December 31, 2021).

The outstanding receivables financed by factoring with and without recourse are detailed in note 7.7 of the half-yearly financial statements - section 3.1 of this document.

Right-of-use liability

The right-of-use liability amounted to €9,568 thousand in the first half of 2022 and €9,315 thousand as of December 31, 2021.

2.5.1 Schedule of financial debts

The schedule of financial debts is detailed in the table below and in note 7.13 to the half-yearly financial statements in section 3.1 of this document.

2.5.2 Derivatives on financial instruments

Derivatives on financial instruments are detailed in the table below and in note 7.14 to the half-yearly financial statements in section 3.1 of this document.

in € thousands Date of issue Expiry date Number of
BSA
instruments
Number of
shares
subscribed if
the BSA are
exercised
June 30,
2022
Warrant A
BSA for EIB
March 18,
2018
March 15, 2028 6,857 858,290 2,101
Warrant C
BSA for EIB
June 4, 2021 June 4, 2041 3,500 388,325 967
Total 10,357 1,246,615(1) 3,068

(1) Number of shares subscribed in the event of exercise of BSA and before stock split.

The derivatives on financial instruments mature in more than five years.

2.6 Capital expenditure

2.6.1 Main investments realised

The total amount of investments made by the Group amounted to €5,724 thousand in the first half of 2022 compared with €4,515 thousand in the first half of 2021.

2.6.2 Main ongoing investments

Acquisitions of fixed assets totalled €1,988 thousand in the first half of 2022, compared with €1,449 thousand in the first half of 2021.

These investments mainly concerned:

  • arrangements within the Group's various sites;
  • improvements of production lines; and
  • improvements in information systems such as the implementation of Electronic Document Management (EDM) and the deployment of quality software.

Acquisitions of intangible assets are mainly related to the capitalisation of R&D costs and totalled €2,140 thousand in the first half of 2022, compared with €2,089 thousand in the first half of 2021.

As part of the takeover of the assets attached to the Holiwatt autonomous business, 2022 has been devoted

to reviving sales and accelerating the development of customer projects, but based solely on the existing "product" portfolio.

2.6.3 Main future investments

Future capital expenditure will mainly consist of increasing the Group's production capacity, with the aim of bringing it to 10 GWh by 2027. The gradual introduction of new production lines in all the Group's plants to reach this capacity will also be accompanied by expenditure related to site development (infrastructure, IT, etc.), the installation of new production lines and product control equipment (laboratories, testing equipment....), and the launch of a new production site in the United States.

At the same time, the Group plans to pursue a sustained effort in the development of new products, as well as research, in order to deploy its continuous product improvement plan at a satisfactory pace. This effort, which also responds to market expectations, will enable the Group to maintain a high-quality product offering in its various market sectors in the years to come.

Finally, the Group plans to launch projects for the development of new products. To this end, according to its forecasts, the Group will initially have to finance its recovery plan with €9 million over the first 24 months, and then to support growth with another €9 million over the following 24 months, in order to bring this division to operational and financial balance.

2.7 Subsequent events

Recapitalisation of NEoT Capital

The funds relating to the capital increase approved by the collective and unanimous decision of the shareholders on June 30, 2022 of NEoT Capital, were fully paid up on July 9, 2022 for a total amount of €3,210 thousand.

Forsee Power subscribed for €1,243 thousand of which €1,058 thousand in cash and €185 thousand by conversion of a receivable.

Forsee Power's shareholding in NEoT Capital is 50% following the collective and unanimous decision of the shareholders on June 30, 2022.

Signing of a real estate lease in the United States

On July 25, 2022, Forsee Power signed a lease agreement for a 12,820 m2 industrial building located in Hilliard on the outskirts of the city of Columbus, Ohio. This lease is for an initial term of November 1, 2022 to January 31, 2033 and may be renewed twice for a period of 5 years.

The industrial building is scheduled to be taken over on November 1, 2022, after the owner has carried out fitting-out and compliance work.

This lease is secured by a stand-by letter of credit signed on July 25, 2022 by a French bank for a maximum amount of \$1 million and covering the period until November 1, 2032. This guarantee is accompanied by the establishment of an interest-bearing cash pledge of €1 million from July 25, 2022 until July 25, 2025.

2.8 Main transactions with related parties

The main transactions with related parties are detailed in note 10.2 to the half-yearly consolidated financial statements.

2.9 Main risks and uncertainties for the remaining six months

The main risks and uncertainties to which the Company believes it is exposed as of the date of this halfyearly financial report are detailed in chapter 3 "Risk Factors" of the universal registration document, published on June 22, 2022. The Group does not anticipate any changes in its risks that may have an impact on the second half of the 2022 financial year.

3 Consolidated financial statements as of June 30, 2022

Consolidated statement of financial position
---------------------------------------------- -- --
in € thousands Notes June 30, 2022 December 31,
2021
Non-current assets 47,177 41,738
Goodwill 7.1 1,523 1,523
Intangible assets 7.2 15,550 14,892
Property, plant and equipment 7.3 19,610 18,643
Non-current financial assets 7.4 4,932 5,588
Equity-accounted investments 7.5 4,377 0
Other long-term assets 7.8 957 720
Deferred tax assets 7.19 229 373
Current assets 110,502 124,859
Inventories and work in progress 7.6 35,495 28,417
Trade receivables 7.7 16,278 10,571
Other current assets 7.8 12,252 15,101
Current financial assets 7.4 0 0
Cash and cash equivalents 7.9 46,477 70,770
Total assets 157,679 166,598
Equity 61,271 69,224
Equity attributable to the owners of the
parent Company 61,271 69,224
Issued share capital 7.10.1 5,321 5,321
Issue premiums 7.10.1 132,949 132,949
Translation reserves 7.10.5 (20) (196)
Reserves 7.10 (67,144) (30,754)
Net income 7.10 (9,834) (38,097)
Non-controlling interests 0 0
Liabilities 96,408 97,374
Non-current liabilities 60,371 68,070
Non-current financial liabilities 7.13 45,949 51,913
Employee benefits 7.12 181 181
Provisions for risks and charges 7.11 5,699 5,316
Other non-current liabilities 7.18 5,469 3,683
Derivative financial instruments 7.14 3,069 6,972
Deferred tax liabilities 7.19 5 5
Current liabilities 36,037 29,304
Current financial liabilities 7.13 8,492 1,759
Provisions for risks and charges 7.11 0 0
Trade payables 7.17 14,525 13,599
Other current liabilities 7.18 13,020 13,946
Total liabilities 157,679 166,598

Consolidated income statement

in € thousands Notes June 30, 2022 June 30, 2021
Revenues 8.1 49,727 37,171
Other operating income and expenses 8.2 (366) (177)
External services and purchases consumed 8.3 (41,384) (33,212)
Payroll costs 8.4 (15,442) (10,593)
Taxes and duties 8.5 (361) (471)
Depreciation 8.6 (3,288) (2,171)
Net depreciation 8.6 (690) 124
Net provisions 8.6 (374) (824)
Current operating income (12,178) (10,154)
Non-current operating income 8.7
Operating income (12,178) (10,154)
Financial income 8.8 2
Cost of gross financial debt 8.8 (1,441) (3,151)
Other net financial income and expenses 8.8 3,944 (3,226)
Net financial income 8.8 2,504 (6,377)
Share of profit (loss) from equity accounted
investments
7.5
Income before tax (9,673) (16,531)
Income tax 8.9 (161) (238)
Consolidated net income (9,834) (16,769)
Of which share attributable to owners of
the parent company
(9,834) (16,769)
Of which minority interests
Earnings per share 7.10.6 (0.18) € (0.56) €

Statement of other comprehensive income

in € thousands Notes June 30, 2022 June 30, 2021
Consolidated net income (A) (9,834) (16,769)
Other comprehensive income
Translation adjustments for the period 7.10.5 176 (113)
Translation adjustment on non-monetary assets at the date of
change of functional currency
5.3 (26)
Change in value of foreign currency cash flow hedges 7.16.3
Tax effects
Total gains and losses recognized in equity and
transferable to the income statement
176 (139)
Change in actuarial gains and losses on defined benefit plans 7.12.2
Change in the fair value of financial instruments not held for
trading
Tax effects
Total gains and losses recognized in equity that cannot be
transferred to the income statement
Total gains and losses recognized in equity, net of tax (B) 176 (139)
Comprehensive income (A) + (B) (9,658) (16,908)
Of which share attributable to owners of the parent
company
Of which minority interests
(9,658) (16,908)

Consolidated statement of cash flows

in € thousands Notes June 30, 2022 June 30, 2021 (1)
Operating income (12,178) (10,154)
Elimination of calculated and other cash flow items
Depreciation, amortisation and provisions 9.1 3,662 2,996
(Gain)/Loss on disposal 9.4 50 193
Share-based payments 7.10.3.2 1,976 247
Prepaid expenses recognized on leased assets 0 (117)
CIR income charged to operating expenses 2 (732)
Reversals of shares of grants presented in the income statement, and other calculated items 0 538
Cash flow from operations before cost of net financial debt and tax (7,221) (6,298)
Change in grants 0 0
Change in corporate tax receivables and payables (excl. research tax credit — CIR) 7.8 &
9.2
175 (1)
CIR tax receivable collected 7.8 &
9.2
726
Tax income collected/(tax expense paid) 900 (1)
Inventories 9.2 (6,797) 3,999
Trade receivables 9.2 (5,661) 1,130
Other receivables 9.2 2,910 1,443
Trade payables 9.2 699 415
Other liabilities 9.2 (49) 264
Change in working capital requirement (8,898) 7,252
Cash flow from operating activities (A) (15,217) 953
Acquisition of fixed assets (net of liabilities and advances paid) 9.3 (3,168) (4,861)
Investment grant for an R&D project 7.2 0 337
Pledge on cash 7.4 0 0
Assets managed under liquidity agreement 7.4 (267) 0
Realised gains (losses) on liquidity agreement 7.4 4 0
Disposal of fixed assets (net of receivables) 9.5 0 0
Proceeds from financial assets 7.4 0 8
Acquisition of NEoT Capital shares from Mitsubishi Corporation 5.1 &
9.6
(2,292)
Cash flow from investing activities (B) (5,724) (4,515)
Payment of IPO issue expenses 7.17 (1,230) (250)
Subscription to BSA warrant C issue 7.10 0 4
Change in other financial liabilities 7.13 (18) 10
Debt issues 7.13 (0) 21,500
Short-term credit line for WCR financing 7.13 0 0
Loan repayments 7.13 (625) (20,000)
Debt repayments on leased real estate 7.13 (558) (444)
Factoring financing 7.13 0 (1,381)
Payment of EIB loan issuance costs 7.13 0 (108)
Change in financial liabilities with related parties 7.13 (6) 278
Financial expenses paid 8.8 (1,023) (3,162)
Cash flow from financing activities (C) (3,460) (3,553)
Impact of currency translation rates 34 38
Change in cash (A) + (B) + (C) (24,369) (7,078)
Net cash at beginning of period 7.9 70,770 11,273
Net cash at end of period 7.9 46,402 4,195
Change in net cash (24,369) (7,078)

(1) The change in presentation applied to the consolidated statement of cash flows as of June 30, 2021 is detailed in Note 5.3.

Consolidated statement of changes in equity

in € thousands Notes Issued
share
capital
Share
premium
Translati
on
reserves
Reserve
on share
based
payments
Treasury
shares
Other
reserves
and
comprehe
nsive
income
Total
attributable to
owners of the
parent company
Non
controlling
interests
Equity
Equity as of December 31, 2021 5,321 132,949 (196) 6,232 (167) (74,916) 69,224 69,224
Share-based payments 7.10.3.2 1,976 1,976 1,976
Comprehensive income 176 (9,834) (9,658) (9,658)
Change in treasury shares held under
liquidity contract
7.10.4 (85) (85) (85)
Gains or losses on disposals of treasury
shares and change in fair value of
treasury shares held
7.4 (183) (183) (183)
Equity as of June 30, 2022 5,321 132,949 (20) 8,208 (434) (84,751) 61,271 61,271
Equity as of December 31, 2020 2,999 991 (2) 733 (37,655) (32,935) (32,935)
Subscription to the BSA EIB warrant C
issue
7.14 4 4 4
Share-based payments 7.10.3.2 (0) 247 247 247
Expired stock options 7.10.3.2 (56) 56
Comprehensive income (139) (16,769) (16,908) (16,908)
Change of functional currency 193 (193)
Equity as of June 30, 2021 2,999 994 52 924 (54,560) (49,593) (49,593)

Summary of the notes to the consolidated financial statements in IFRS

1.
NOTE 1. PRESENTATION OF THE FORSEE POWER GROUP
30
2.
NOTE 2. MAIN EVENTS
32
3.
NOTE 3. ACCOUNTING STANDARDS, CONSOLIDATION METHODS, VALUATION
METHODS AND RULES
33
4.
NOTE 4. INFORMATION ON THE SCOPE OF CONSOLIDATION
37
5.
NOTE 5. INFORMATION ABOUT COMPARABILITY OF THE FINANCIAL STATEMENTS
39
6.
INFORMATION BY BUSINESS SEGMENT AND GEOGRAPHICAL AREA
NOTE6.
41
7.
NOTE 7. INFORMATION RELATING TO ITEMS IN THE CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
44
8.
INFORMATION RELATING TO ITEMS IN THE CONSOLIDATED STATEMENT OF
NOTE 8.
COMPREHENSIVE INCOME
66
9.
NOTE 9. INFORMATION RELATING TO ITEMS IN THE CONSOLIDATED STATEMENT OF
CASH FLOWS
71
10.
NOTE 10. OTHER INFORMATION
74

1. Presentation of the Forsee Power Group

Forsee Power SA, referred to as "Forsee Power Group" or "Group", is a French société anonyme (public limited company) created in February 2007 and registered in the Créteil Trade and Companies Register under number 494 605 488.

Forsee Power S.A.'s registered office is located at 1 Boulevard Hippolyte Marquès in 94200 IVRY-SUR-SEINE.

Forsee Power S.A. is a company specializing in the design and integration of specialized batteries:

  • In the field of autonomy and mobility (bicycles, scooters, rolling stock, medical facilities, home automation, professional tooling and more);
  • In electric transport (buses, trucks, trams, shipping and rail transport, marine and offshore) and storage of electricity (residential, commercial and industrial markets).

The Group was formed through several acquisitions: Uniross Batteries (formerly Alcatel Saft) in 2011, Ersé in 2012 and Dow Kokam France (formerly Société de Véhicules Electriques - SVE) in 2013.

The consolidated financial statements have been prepared in accordance with IFRS and were approved by the Board of Directors of Forsee Power S.A. on September 14th, 2022.

Forsee Power S.A. has been listed since November 3, 2021, on the regulated market Euronext Paris Compartment B under the number FR0014005SB3.

2. Main events

The key events for the period ended June 30, 2022, are as follows:

  • Order to power 420 Wrightbus buses with ZEN SLIM battery systems Forsee Power received a firm order for 420 ZEN SLIM battery systems to power Wrightbus buses. Deliveries of these battery systems are scheduled for 2022 and 2023.
  • Launch of the new ZEN PLUS range

Forsee Power has launched a new offering of ultra-high energy density and ultra-modular battery systems for heavy-duty vehicles. This new range, called ZEN PLUS, is the first pack on the market with the ability to perfectly adjust voltage and energy to the system's needs; it supports both 650V and 800V engines with a single battery format.

Inauguration of the Chasseneuil-du-Poitou mass production plant

Forsee Power inaugurated its production plant in Chasseneuil-du-Poitou for smart battery systems for heavy vehicles.

Implementation of the Group in the United States

Forsee Power continues its international expansion by establishing its North American headquarters and a gigafactory in Columbus, Ohio.

The Group's objective is to reach a production capacity of 3 GWh in the United States by 2027, involving investments of nearly 13 million in the first phase. This investment will allow us to adapt the product offering to the local market, build production lines and recruit a local team of 150 employees.

Implementation of the strategy of offering a complete range of products and services by increasing its stake in NEoT Capital

On May 31 and June 30, 2022, Forsee Power increased its stake in NEoT Capital from 15% to 50%. This transaction reflects Forsee Power's strategy to offer a complete range of products and services with a positioning across the entire value chain to support manufacturers and regions in their ecological transition with turnkey solutions.

Research tax credit

The payment for the 2018 research tax credit (CIR) was received on June 20, 2022, for an amount of €725 thousand.

Dispute with Unu GmbH

Details of the dispute with Unu GmbH are provided in Note 7.11. The main developments for the period are as follows.

The referral procedure in Paris:

In a ruling dated March 18, 2022, the judge in summary proceedings of the Paris Commercial Court ruled that it had no jurisdiction regarding the request by Unu GmbH to replace the legal expert appointed in April 2021.

The supervisory judge decided to retain the current legal expert and to appoint a legal co-expert. The next legal experts' panel meeting is scheduled for September 2022.

The trial proceedings:

The court remanded the case to September 28, 2022, for a procedural hearing. The Company expects the Court to stay proceedings until the expert report is filed.

The referral procedure in Lyon:

On 25 May 2022, Unu GmbH summoned Forsee Power to appear before the Lyon Court in summary proceedings as part of a request for an expert appraisal made by the home insurer and the family of an individual who died in a house fire in August 2021.

This expert appraisal is intended to determine the cause of the fire which is unknown.

Investigations have not begun and at this stage no cause is preferred. The judge in summary proceedings ordered the extension of the expert assignment on August 1, 2022.

Impact of COVID-19 on business in China

The first quarter of 2022 was affected by an increase in COVID-19 cases in China, particularly in Shanghai, which exposed the Group to pandemic risk due to the presence in China of one of its production sites and some of its suppliers.

However, this situation did not result in a significant disruption over the first half of 2022, as the production site in China continued to operate as usual, without any particular problem.

Impact from the situation in Ukraine and Russia

The Group is not exposed to the restrictions imposed on Russia as Forsee Power has no employees, customers or suppliers in that country.

However, logistical impacts and increases in raw material costs, linked to the geopolitical situation in Ukraine and in the energy sector, exist, but the Group is not directly exposed.

Uncertainties related to the current political and economic context

The current political and economic context may create uncertainties over the Group's business activities (i.e., inflation, increases in prices of some raw materials and energy, disruption of the supply chain, shortage of electronic components, etc.). However, the Group is closely monitoring the potential increase in its structural costs (prices of raw materials, increases in wages and in the supply chain), and generally includes in the contracts with its customers a price adjustment clause to limit its exposition to the fluctuation of raw material prices.

3. Accounting standards, consolidation methods, valuation methods and rules

3.1 Basis of preparation of the interim condensed consolidated financial statements

3.1.1 Accounting standards

The accounting policies used in the preparation of the interim condensed consolidated financial statements comply with IFRS (International Financial Reporting Standards) as published by the IASB (International Accounting Standard Board) and adopted by the European Union as of June 30, 2022. This standard incorporates international accounting standards (IAS and IFRS) and Standard Interpretations Committee (SIC) and International Financial Reporting Interpretations Committee (IFRIC) interpretations.

These standards and interpretations are applied consistently over the periods presented.

The consolidated financial statements presented at June 30, 2022 are interim condensed consolidated financial statements in accordance with IAS 34 relating to interim financial reporting. In accordance with IAS 34, only a selection of significant explanatory notes is included in these condensed financial statements as of June 30, 2022. These notes do not contain all the information required for the complete annual financial statements and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and included in the Universal Registration Document (URD) registered by the AMF on June 20, 2022 under number R.22-027.

The Group applied the standards and interpretations published by the IASB and adopted by the European Union whose application is mandatory as from January 1st, 2022, such as the amendments to IFRS 3, IAS 16 and IAS 37, and the annual improvements in the 2018-2020 cycle. The application of these standards and interpretations did not have an impact on the financial statements as of June 30, 2022.

The Group has not early adopted the standards and interpretations published by the IASB and adopted by the European Union but whose application is not mandatory as of June 30, 2022, such as the amendments to IAS 1 relating to the disclosure of significant accounting principles and policies and the amendment to IAS 8 relating to accounting estimates. In a first analysis, the Group does not expect the application of these standards and interpretations to have a significant effect on its overall results and financial position.

The standards and interpretations published by the IASB but not yet adopted by the European Union will only enter into force as from this adoption and are therefore not applied by the Group as of June 30, 2022. The standards and interpretations likely to affect the Group are the amendments to IAS 1 relating to the presentation of current and non-current liabilities and the amendment to IAS 12 relating to assets and liabilities arising from the same transaction. The impact of applying these texts is currently being analysed.

The presentation currency for the consolidated financial statements and the notes to the financial statements is the euro.

3.1.2 Significant accounting estimates and judgments used by Management for the June 30, 2022 interim condensed consolidated financial statements

The preparation of the Group's financial statements, in compliance with international accounting standards, requires Management to make estimates and assumptions that affect the application of the accounting methods, the amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and contingent liabilities.

The estimates and underlying assumptions are established according to the information available when the financial statements were prepared. These estimates may be reviewed if circumstances on which they were based change or as a result of new information. Actual future results may differ from these estimates. Management is required to revise these estimates based on past experience and its view of the market. When an estimate is revised, it does not constitute a correction of an error.

In the process of preparing the interim condensed consolidated financial statements, the accounting estimates that require the use of assumptions from Management are identical to those described in the consolidated financial statements for the year ended December 31, 2021.

Only the following assumptions have changed significantly as of June 30, 2022:

(a) Customer credit risk

Management carried out a detailed review of trade receivables due as of June 30, 2022 and made an impairment on a case-by-case basis.

No material risk of non-payment of outstanding trade receivables was identified, except for an outstanding relating to a customer of the newly developed activity in India. The maximum net exposure of the outstanding trade receivable is estimated at €2.5 million as of June 30, 2022, for which Management has estimated a credit risk of €250 thousand. Management, with the help of its advisors, is considering the use of settlement agreements in light of the initial contractual provisions.

These factors do not reflect the level of expected credit losses on other customer portfolios, the amount of which is not material and is not recognised as of June 30, 2022.

In the absence of applicable standards or interpretations, the Group uses accounting principles that will provide relevant and reliable information so that the financial statements present an accurate view of the Group's financial position, financial performance and cash flows.

As of June 30, 2022, no judgments were made, except for the estimates presented above, that required specific treatment in the process of applying the accounting policies.

3.1.3 Going concern

The consolidated financial statements as of June 30, 2022 have been prepared on a going concern basis taking into account the following items:

• The level of available cash as of June 30, 2022, which amounts to €46.4 million, mainly consisting of funds obtained from the cash capital increase resulting from the €100 million Initial Public Offering (IPO) on November 3, 2021;

  • The outlook for cash flows related to the Group's activities over the 12 coming months and;
  • The financing secured over the next 12 months (see Note 7.15.2)

The Forsee Power Group has an order book that gives it good visibility on its sales for the coming months. It also receives new orders every week from its main customers, which supplement its order book.

Lastly, as of June 30, 2022 the Group has several instruments for financing its business activity, including:

• The two financing lines of €10 million each (Tranche C and D) granted by the EIB (European Investment Bank) and made available under the agreement signed in December 2020.

The €10 million Tranche C is subject to revenue covenants that the Group had met already at the end of the 2020 financial year. The €10 million Tranche C is also conditional on the completion of a €10 million capital increase by one or more shareholders. This condition was met in November 2021 with the company's IPO. Tranche C has not been drawn yet as of June 30, 2022.

The €10 million Tranche D is conditional on a level of revenue and profitability that the Group expects to achieve in the medium term.

  • In addition, the Group has several factoring programmes.
  • The €100 million proceeds raised in November 2021 were used during the period to finance the activity for an amount of €7.2 million, the working capital requirement for an amount of €8.9 million and investments for an amount of €5.7 million, according to the needs determined at the time of the initial public offering (IPO).

3.2 Consolidation principles

The consolidation methods used to prepare the consolidated interim financial statements for the six months ended June 30, 2022 are identical to those used to prepare the annual consolidated financial statements for the year ended December 31, 2021, except for the following points:

3.2.1 Closing date and interim financial statements of consolidated companies

These consolidated financial statements have been prepared on the basis of the individual financial statements of the subsidiaries of Forsee Power SA. All these financial statements cover a period of 6 months and were drawn up on June 30, 2022, except for Forsee Power India Private Ltd, which closed on March 31, 2022 and for which an interim financial statement as of June 30, 2022 has been established.

The financial statements used for comparative information are those as of December 31, 2021 for the statement of financial position and those as of June 30, 2021 for the income statement and cash flows statement, which cover a period of 12 months.

The interim financial statements of the consolidated companies for the periods presented have been prepared in accordance with the Group's accounting policies and valuation methods. They have been restated to bring them into line with the accounting policies and the IFRS framework used to prepare the consolidated financial statements.

3.2.2 Consolidation methods

3.2.2.1 Investment in NEoT Capital

Since 2016, the Group has had a 15% stake in NEoT Capital, a company dedicated to financing the renewable energy and electric mobility sectors. Until December 31, 2021, the partners Mitsubishi Corporation and EDF, via EDF Pulse Holding, held 85% of the company's share capital in equal proportions.

In order to strengthen the implementation of the Group's strategy of offering a complete range of products and services to battery systems, Forsee Power signed a firm commitment on March 25, 2022 to acquire all of the NEoT Capital shares held by its partner Mitsubishi Corporation, i.e. 42.5% of the shares issued, for an amount of €2,292 thousand. This acquisition was finalised on May 31, 2022 following the EIB's approval, leading the Group to own 57.5% of the shares in NEoT Capital.

This stake was reduced to 50% following the collective and unanimous decision of the shareholders taken on June 30, 2022 by Forsee Power and its partner EDF, leading to the recapitalisation of NEoT Capital.

In parallel with these transactions, a new shareholders' agreement was signed and the articles of association of NEoT Capital were updated to take into account the desire of both partners, Forsee Power and EDF, to have the same number of shares, the same number of votes, perfect equality between the two partners in the governance and decision-making of NEot Capital.

An analysis of the legal and contractual elements of the NEoT Capital stake led to this stake being classified as an associate under IAS 28, resulting in the company being consolidated using the equity method as of June 30, 2022.

3.3 Accounting methods and valuation rules

The accounting methods and valuation rules used to prepare the consolidated interim financial statements for the six months ended June 30, 2022 are identical to those used to prepare the annual consolidated financial statements for the year ended December 31, 2021.

4. INFORMATION ON THE SCOPE OF CONSOLIDATION

The scope of consolidation for the periods presented is as follows:

June 30, 2022 December 31, 2021
Company Location Currency % control %
ownership
Consolidati
on method
% control %
ownership
Consolidati
on method
1 - Forsee Power SA France Euro 100% 100% Parent
company
100% 100% FC
2 - Forsee Power Solutions Ltd. Hong-Kong Hong Kong dollar 100% 100% FC 100% 100% FC
3 - Zhongshan Forsee Power
Industry Co Ltd.
4 - Zhongshan Forsee Power
Development Co Ltd.
China Yuan renminbi 100% 100% FC 100% 100% FC
China Yuan renminbi 100% 100% FC 100% 100% FC
5 - Forsee Power Spz Poland Zloty 100% 100% FC 100% 100% FC
6 - Forsee Power India Private Ltd India Indian rupee 100% 100% FC 100% 100% FC
7 - Forsee Power Pte Ltd Singapore Singapore dollar 100% 100% FC 100% 100% FC
8 - NEoT Capital France Euro 50% 50% Equity
method
15% 15% NC
9 - Forsee Power North America
Inc.
US USD 100% 100% FC
10 - Forsee Power Inc. US USD 100% 100% FC

As of June 30, 2022, the scope of consolidation retained by the Group's parent company (1) includes eight fully consolidated companies and one company which is consolidated using the equity method.

The newly incorporated companies in the United States have no significant operations, assets or liabilities as of June 30, 2022.

The identification of the entities is as follows:

  • (2) Forsee Power Solutions Ltd, a company under Hong Kong law whose registered office is located at Flat/RM 2806, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, and registered under number 58025949-000-03-18-0 with the Hong Kong Trade and Companies Register;
  • (3) Zhongshan Forsee Power Industry Co. Ltd, company under Chinese law whose registered office is located at 1st and 2nd floors, No.39 Gongye Da Dao Zhong, Industry District, Xiao LanTown, Zhong Shan in the People's Republic of China, and registered under number 9144200075451119XY with the Zhongshan Administration for Market Regulation;
  • (4) Zhongshan Forsee Power Development Co. Ltd, a company under Chinese law whose registered office is located at 1st floor, No.39 Gongye Da Dao Zhong, Industry District, Xiao LanTown, Zhong Shan in the People's Republic of China, and registered under number 91442000MA52PUYC0T with the Zhongshan Administration for Market Regulation;
  • (5) Forsee Power Spz, a company under Polish law whose registered office is located at ul. Prosta 27a, 55-114 Ligota Piekna, Poland, registered under number 0000256591 in the National Court Register;
  • (6) Forsee Power India Private Ltd, a company under Indian law whose registered office is located at 4th Floor, Wolrd Mark 3, Asset 7, Aerocity, NH-8, Delhi, South West Delhi, Delhi, India, 110037, registered under number U51909DL2020 FTC365683 in the New Delhi Trade and Companies Register;
  • (7) Forsee Power PTE Ltd, a company under Singapore law whose registered office is located at 1 Georges Street, n°10-01, One Georges Street, Singapore (049145), and registered under number 201838879C in the Singapore Trade and Companies Register;
  • (8) NEoT Capital, a French simplified joint stock company (société par actions simplifiée), whose registered office is located at 49 rue de Ponthieu, 75008 Paris, France and registered under number 821 239 670 in the Paris Trade and Companies Register;
  • (9) Forsee Power North America Inc. a company incorporated under US law, whose registered office is located at 4555 Lyman Drive, Hilliard (43026), Ohio, and registered under number EIN 88-2706910 with the Columbus trade and companies register;

(10)Forsee Power Inc. a company incorporated under US law, whose registered office is located at 4555 Lyman Drive, Hilliard (43026), Ohio, and registered under number EIN 88-2794171 with the Columbus trade and companies register.

All these subsidiaries are included in the books of Forsee Power SA, a company incorporated under French law, whose registered office is located at 1 Boulevard Hippolyte Marquès in Ivry-sur-Seine, and which is registered under number 494 605 488 in the Créteil Trade and Companies Register.

All equity interests are fully consolidated as of June 30, 2022, with the exception of the investment in NEoT Capital which is consolidated using the equity method.

5. INFORMATION ABOUT COMPARABILITY OF THE FINANCIAL STATEMENTS

5.1 Change in the scope of consolidation for the period

The changes in the scope of consolidation for the first half of 2022 are as follows:

Amendment of the partnership agreement in NEoT Capital

Until December 31, 2021, Forsee Power had a 15% stake in NEoT Capital held since 2016 in partnership with Mitsubishi Corporation and the EDF Group via EDF Pulse Holding.

In order to strengthen the implementation of the Group's strategy of offering a complete range of products and services to battery systems, Forsee Power signed a firm commitment on March 25, 2022 to acquire all of the NEoT Capital shares held by its partner Mitsubishi Corporation, i.e. 42.5% of the shares issued, for an amount of €2,292 thousand. This acquisition was finalised on May 31, 2022 following the EIB's approval, leading the Group to own 57.5% of the shares in NEoT Capital.

This stake was reduced to 50% following the collective and unanimous decision of the shareholders taken on June 30, 2022 by Forsee Power and its partner EDF, leading to the recapitalisation of NEoT Capital for €3,210 thousand, including €2,500 thousand in cash.

In parallel with these transactions, a new shareholders' agreement was signed and the articles of association of NEoT Capital were updated to take into account the desire of both partners, Forsee Power and EDF, to have the same number of shares, the same number of votes, perfect equality between the two partners in the governance and decision-making of NEot Capital.

An analysis of the legal and contractual elements of the NEoT Capital stake led to this stake being classified as an associate under IAS 28, resulting in the company being consolidated using the equity method as of June 30, 2022.

Creation of two companies in the United States

On May 31, 2022, Forsee Power created Forsee Power North America Inc., a company registered in the state of Ohio.

On June 10, 2022, Forsee Power North America Inc. created Forsee Power Inc., a company registered in the state of Ohio. This operating company is intended to receive the research and development, production and marketing activities for the Group's deployment on the American continent.

5.2 Changes in the scope of consolidation in the previous period

There was no change in the scope of consolidation of the companies in the period to June 30, 2021.

However, the Group acquired the business activity, assets and part of the workforce of the company Holiwatt (formerly Centum Adetel Transportation), a specialist in rail energy storage and fast-charging systems, for an amount of €700 thousand by a ruling of the Commercial Court of Lyon dated 21 July 2021. This acquisition concerns a business acquisition and has been treated in accordance with IFRS 3, which requires the identifiable assets and liabilities acquired to be measured at fair value. The most significant identifiable assets and liabilities acquired are patents for €1,008 thousand, inventories for €128 thousand and social security liabilities for €297 thousand. This acquisition resulted in the recognition of a badwill of €28 thousand presented in other operating income.

5.3 Changes in accounting presentation and methods

Since December 31, 2021, the consolidated statement of cash flows is presented using the indirect method based on aggregate operating income. This change in the presentation of the consolidated cash flow statement is based, on the one hand, on an improvement in the reading of this financial statement based on one of the key indicators (operating income) monitored by Management, and on the other hand, on a reduction in the presentation of "eliminations and adjustments relating to calculated items and items relating to other cash flows" which are mentioned in the cash flow from operations section. Management wishes to focus on the presentation of cash inflows and outflows of transactions occurring in the periods presented.

The previous consolidated financial statements as of June 30, 2021 presented the consolidated statement of cash flows using the indirect method based on aggregate net income.

There are no other changes in presentation or accounting policies during the period compared with the published financial statements for the year ended December 31, 2021.

The accounting presentation and accounting methods are applied consistently over the periods presented.

5.4 Seasonality

The Forsee Power business does not show any significant seasonal variation.

6. INFORMATION BY BUSINESS SEGMENT AND GEOGRAPHICAL AREA

Management has defined the business segments on the basis of the reporting which it analyses on a regular basis to make decisions regarding the allocation of resources to the segments and the assessment of their performance.

The Chairman and Chief Executive Officer (CEO) and the Executive Committee of Forsee Power are the Group's main operational decision-makers.

The Group's reporting has two business segments called:

  • "Light Vehicles and Industrial Tech" (LeV & Ind Tech): covers the light electric mobility market as well as other electric applications (e-scooters, 2- to 4-wheeled light vehicles, e-bikes, medical equipment, Internet of Things, home automation, robotics and professional tooling);
  • "Heavy Vehicles" (HeV): covers the market for solutions adapted to the development of vehicles with electric or hybrid engines for various means of transport (buses, commercial and "last-mile" vehicles, trams, trains, trucks and marine) and the market for stationary storage (residential, commercial and industrial).

6.1 Information by business segment

Information by business segment is tracked in internal management reporting at the revenue level only.

Information on income by business segment, including operating income, is not currently monitored by Management due to the limitations of the internal information system in allocating costs by business segment. The presentation of net income information by business segment limited solely to the presentation of revenues complies with IFRS 8, given the absence of any other more detailed internal management reporting available.

in € thousands Light Vehicles
and Industrial
Tech
(LeV & Ind Tech)
Heavy Vehicles
(HeV)
June 30, 2022
Total revenues 11,253 38,474 49,727
Breakdown in % 22.6% 77.4% 100%
in € thousands Light Vehicles
and Industrial
Tech
(LeV & Ind Tech)
Heavy Vehicles
(HeV)
June 30, 2021
Total revenues 7,597 29,573 37,171
Breakdown in % 20,4% 79,6% 100%
in € thousands Light Vehicles
and Industrial
Tech
(LeV & Ind Tech)
Heavy Vehicles
(HeV)
Inter-sector and
other
June 30, 2022
Non-current segment assets 7,861 36,146 3,171 47,177
Current segment assets 17,466 38,614 54,422 110,502
Non-current segment liabilities 1,523 (13,972) (47,922) (60,371)
Current segment liabilities (12,583) (12,416) (11,038) (36,037)
Total 14,266 48,372 (1,367) 61,271
Capitalization of R&D costs 115 2,279 2,394
Acquisition of assets 49 4,386 198 4,633
Other non-current investment - - -
expenses
Total 164 6,665 198 7,027
in € thousands Light Vehicles
and Industrial
Tech
(LeV & Ind Tech)
Heavy Vehicles
(HeV)
Inter-sector and
other
December 31,
2021
Non-current segment assets 8,941 31,186 1,611 41,738
Current segment assets 23,038 26,122 75,699 124,859
Non-current segment liabilities (6,858) (9,384) (51,828) (68,070)
Current segment liabilities (12,054) (6,538) (10,711) (29,303)
Total 13,067 41,386 14,771 69,224
Capitalization of R&D costs 4,106 4,106
Acquisition of assets 1,320 3,935 5,255
Other non-current investment
expenses
Total 1,320 4,106 3,935 9,361

Revenues from customers who individually represent more than 10% of revenues are €34.7 million for the HeV (Heavy Vehicles) segment as of June 30, 2022. Revenues from customers in the LeV & Ind Tech (Light Vehicles and industrial tech) segment individually represent less than 10% of revenues as of June 30, 2022.

Revenues from customers who individually represent more than 10% of revenues are €0 million for the LeV & Ind Tech (Light Vehicles and industrial tech) segment and €27.3 million for the HeV (Heavy Vehicles) segment as of December 31, 2021.

Customers individually representing more than 10% of the Group's revenues are as follows:

in € thousands Business
segment
concerned
June 30, 2022 % of
revenues
June 30, 2021 % of
revenues
Client 1 HeV 21,023 42.3% 21,709 58.4%
Client 2 HeV 13,652 27.5% 5,602 15.1%
Total 34,675 69.7% 27,310 73.5%

The orientations planned since 2021 by the Management allow to mitigate the degree of dependence on these customers.

6.2 Information by geographical area

in € thousands Light Vehicles
and Industrial
Tech
(LeV & Ind Tech)
Heavy Vehicles
(HeV)
June 30, 2022 Breakdow
n in %
France 3,488 22,288 25,775 51.8%
Europe 1,937 15,950 17,887 36.0%
Asia 4,499 88 4,587 9.2%
North America 1,329 146 1,475 3.0%
Rest of the world 3 3 0.0%
Total revenues 11,253 38,474 49,727 100%
in € thousands Light Vehicles
and Industrial
Tech
(LeV & Ind Tech)
Heavy Vehicles
(HeV)
June 30, 2021 Breakdow
n in %
France 2,415 27,529 29,945 80.6%
Europe 1,753 1,996 3,749 10.1%
Asia 2,597 2,597 7.0%
North America 832 832 2.2%
Rest of the world 48 48 0.1%
Total revenues 7,597 29,573 37,171 100%
in € thousands June 30, 2022 December 31,
2021
France 46,668 40,890
Europe 326 34
Asia 183 814
North America 0 0
Rest of the world 0 0
Total non-current assets 47,178 41,738
in € thousands June 30, 2022 December 31,
2021
France 3,297 8,041
Europe 43 13
Asia 886 1,307
North America 0 0
Rest of the world 0 0
Total investments 4,226 9,361

7. INFORMATION RELATING TO ITEMS IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

7.1 Goodwill

Goodwill is presented in note 7.1 to the consolidated financial statements as of December 31, 2021 and is broken down into the following CGUs:

in € thousands June 30,
2022
December
31, 2021
Goodwill from Ersé activities in Poland (2012) 219 219
Goodwill Light Vehicles and Industrial Tech CGU 219 219
Goodwill from Dow Kokam activities (2013) 1,304 1,304
Goodwill Heavy Vehicles CGU 1,304 1,304
Total 1,523 1,523

No indication of impairment was identified as of June 30, 2022 for these two CGUs.

7.2 Intangible assets

.

in € thousands December
31, 2021
Acquisition
Holiwatt
Additions Decrease
Reversals
Reclassificatio
n
Currency
translation
effects
Grant given
for R&D
financing
June 30,
2022
Gross intangible assets
Development costs 13,489 475 0 13,964
Ongoing development costs 4,833 2,394 (798) 6,429
Software and patents 2,748 9 53 0 2,810
Other intangible assets 209 40 4 253
Intangible assets in progress 164 (303) 271 (0) 132
Total 21,444 2,140 (0) 4 (0) 23,588
Depreciation, amortization and
impairment
Development costs (4,920) (1,271) 0 (6,191)
Software (1,499) (185) (1,684)
Other intangible assets (133) (28) (3) (164)
Total (6,552) (1,484) (3) 0 (8,038)
Net intangible assets 14,892 656 (0) 1 (0) 15,550

No indication of impairment of intangible assets has been identified as of June 30, 2022.

Non-capitalized research and development costs amount to €1,723 thousand as of June 30, 2022.

7.3 Property, plant and equipment

in € thousands December
31, 2021
Acquisition
Holiwatt
Additions Decrease
Reversals
Reclassificatio
n
Currency
translation
effects
New leases
IFRS 16
June 30,
2022
Gross property, plant and
equipment
Buildings 171 4 2 0 176
Right to use for real estate 11,059 (69) 20 737 11,748
Technical installations, equipment
and tools
8,707 628 (61) 3,271 31 12,577
Other property, plant and
equipment
3,714 117 (36) 1,344 20 5,159
Rights of use on other property,
plant and equipment
160 (38) (11) (1) 387 497
Property, plant and equipment in
progress
4,192 1,240 (9) (3,617) 2 1,808
Advance payments on tangible
assets
1,109 (999) 110
Total 29,112 1,988 (144) (79) 74 1,124 32,075
Depreciation, amortization and impairment
Buildings (20) (15) 0 (36)
Right to use for real estate (3,109) (522) 11 (17) (70) (3,708)
Technical installations, equipment
and tools
(5,526) (927) 35 (12) (6,430)
Other property, plant and
equipment
(1,741) (319) 21 (7) (2,045)
Rights of use on other property,
plant and equipment
(73) (76) 38 7 0 (144) (247)
Total (10,469) (1,859) 94 18 (35) (215) (12,465)
Net property, plant and equipment 18,643 130 (50) (61) 39 909 19,610

No indication of impairment of property, plant and equipment has been identified as of June 30, 2022.

7.4 Financial assets

in € thousands December
31, 2021
First-time
consolidatio
n of NEoT
Additions Decrease
Reversals
Reclassificatio
n
Currency
translation
effects
Other June 30,
2022
Financial assets
Financial instruments not held for
trading (1)
842 (842) (0) (0) 0
Other fixed assets 5 (5) 0
Assets and securities held under
liquidity contract (2)
333 357 (624) 0 (1) 65
Guarantee deposits and sureties
paid
435 98 3 535
Pledge on cash (3) 3,973 (0) 359 4,332
Total 5,588 (842) 1,079 (1,098) (135) 385 105 4,932
Of which
Current
Non current 5,588 (842) 1,079 (1,098) (135) 385 105 4,932

1) Financial instruments not held for trading purposes correspond to the non-consolidated shares of NEoT Capital, owned at 15% by the Company until May 31, 2022

2) On November 26, 2021, the company signed a liquidity and stabilisation contract with an independent investment services (ISP) company to trade on the Euronext Paris market with a view to ensure the liquidity of transactions and regular trading of Forsee Power shares.

The breakdown and changes in the liquidity contract over the first semester of 2022 are as follows:

in € thousands Number of
shares
June 30,
2022
December
31, 2021
Total liquidity portion presented in
Financial assets at opening
27,067 333
Assets made available for subscription to the
liquidity contract
0 500
Purchase of Forsee Power shares 158,866 (624) (243)
Sale of Forsee Power shares (90,839) 357 77
Total liquidity portion presented in
Financial assets at closing
65 333
Forsee Power shares held under liquidity
contract
95,094 271 164
Change in fair value (33) (11)
Total portion of shares held presented as
a deduction from equity
238 153
Total Liquidity contract 303 486

3) Cash pledge of \$4,500 thousand (i.e., €4,332 thousand as of June 30, 2022) for the Documentary SBLC from November 2020 with a maturity of December 31, 2021 with a foreign cells supplier. The maturity of the cash pledge has been extended to December 31, 2022.

The discounting effect on non-current non-interest-bearing financial assets is valued at €(11) thousand as of June 30, 2022, based on the Euribor rate for the maturity of the non-current financial assets (6-month Euribor for the cash pledge of \$4,500 thousand). This discounting effect has not been recognised in the consolidated financial statements for the period ended June 30, 2022, as it is not considered material.

7.5 Stakes in equity-accounted companies

The item "Equity-accounted investments" includes NEoT Capital, in which Forsee Power holds 50% of the share capital as of June 30, 2022, in partnership with the EDF Group (see Note 3.2.2.1).

In the first half of 2022, Forsee Power increased its stake in NEoT Capital in order to accelerate the implementation of the Group's strategy to offer a complete range of products and services related to battery systems.

Changes in the NEoT Capital stake over the first half of 2022 were as follows:

in € thousands NEoT
CAPITAL
Stake as of January 1, 2022 842
Acquisition on May 31, 2022 of the shares owned by Mitsubishi
Corporation
2,292
Increase in capital in cash following the collective decision of
shareholders on June 30, 2022
1,058
Increase in capital by conversion of receivables following the
collective decision of shareholders on June 30, 2022
185
Stake as of January 30, 2022 4,377

The summary financial statements as of June 30, 2022 in the associate NEoT Capital, 50% owned by Forsee Power, are as follows:

NEoT
CAPITAL
in € thousands June 30, 2022
Non current assets 137
Subscribed capital, called but not paid (1) 2,500
Trade receivables 1,072
Other receivables 228
Cash and cash equivalents 139
Total assets (A) 4,077
Financial liabilities 799
Provisions for risks and charges 14
Trade payables 422
Other liabilities 1,346
Total liabilities (B) 2,581
Equity (A) - (B) 1,496
Share of equity owned (50%) 748
Goodwill 3,629
Total investment accounted for using the equity method 4,377

(1) Collective and unanimous decision of the shareholders voted on June 30, 2022 to recapitalise NEoT Capital in the amount of €3,210 thousand, including €2,500 thousand in cash. The funds of €2,500 thousand have been subscribed as of June 30, 2022, of which €1,058 thousand for Forsee Power. Forsee Power's shareholding in NEoT Capital is 50% following the collective and unanimous decision of the shareholders on June 30, 2022.

The share of profit or loss of the equity-accounted investment in NEoT Capital was nil as of June 30, 2022.

There is no impairment to be recognised as of June 30, 2022 on the NEoT Capital investment with respect to the value used in the transaction to buy back the shares of the partner Mitsubishi in March 2022 and the value used to recapitalise NEoT Capital as of June 30, 2022.

7.6 Inventories and work in progress

in € thousands June 30, 2022 December 31,
2021
Raw materials and other supplies 19,078 19,247
Work in progress 5,821 1,611
Goods and finished products 15,241 11,896
Impairment of inventories (4,644) (4,337)
Net inventories 35,495 28,417

There are no pledged inventories as of June 30, 2022.

The gross value of the inventory as of June 30, 2022 amounts to €40.1 million, for an impairment amount of €4.6 million.

7.7 Trade receivables

in € thousands June 30, 2022 December 31,
2021
Trade receivables 16,629 10,616
Impairment of trade receivables (351) (45)
Trade receivables 16,278 10,571

The Group has set up programs to assign operating receivables to banks:

  • The amount of receivables assigned without recourse (HSBC contract) and which are no longer presented in the balance sheet is €3,594 thousand as of June 30, 2022 (€4,067 thousand as of December 31, 2021);
  • Under the factoring agreement included in a customer's reverse factoring programme, as of June 30, 2022 the Group has discounted €6,251 thousand of receivables with a maturity date later than June 30, 2022 with Banco Santander (€629 thousand as of December 31, 2021).

As of June 30, 2022, Management has identified an individual credit risk on a customer relating to the newly developed activity in India. This early non-payment risk is estimated as of June 30, 2022 on a total exposed outstandings amount of €2.5 million, i.e. an estimated credit loss of €250 thousand, and recognised in the first half of 2022. Forsee Power, with the help of its advisors, is considering the use of settlement agreements given the initial contractual provisions. These factors do not reflect the level of expected credit losses on other customer portfolios, the amount of which is not material and is not recognised as of June 30, 2022

The schedule of trade receivables is as follows:

in € thousands June 30, 2022 December 31,
2021
Trade receivables 16,629 10,616
Not yet due 6,388 5,238
Past due 10,242 5,378

Past due receivables as of June 30, 2022 do not present any particular risk of non-recovery.

7.8 Other assets

in € thousands June 30, 2022 December 31,
2021
Trade payables - Advances and deposits paid 3,921 8,121
Social security receivables 42 15
Tax receivables 3,125 2,000
Shareholder loans 359 183
Miscellaneous debtors (1) 1,547 2,093
Prepaid expenses (2) 1,893 949
Impairment of other current assets (30) (30)
Other receivables presented in WCR 10,857 13,331
Trade receivables- Advances paid on fixed
assets
0 0
Corporate income tax receivables (3) 2,352 2,491
Other assets 13,210 15,821
Of which
Current 12,252 15,101
Non current 957 720

1) Of which €1,432 thousand as of June 30, 2022 in current accounts and holdbacks on receivables assigned to the HSBC factoring company for non-recourse factoring (€1,916 thousand as of December 31, 2021);

2) Of which €954 thousand in lease liabilities as of June 30, 2022 compared to €690 thousand as of December 31, 2021;

3) Of which €2,323 thousand as of June 30, 2022 in research tax credit (CIR) receivables relating to the 2019 financial year in the amount of €841 thousand, the 2020 financial year in the amount of €670 thousand, and the 2021 financial year in the amount of €812 thousand. The payment for the 2018 research tax credit (CIR) was received on June 2022, for an amount of €725 thousand.

7.9 Cash

in € thousands June 30, 2022 December 31,
2021
Cash equivalents 0 0
Cash 46,477 70,770
Cash and cash equivalents 46,477 70,770
Cash and cash equivalents 46,477 70,770
Bank overdrafts 75 0
Net cash 46,402 70,770

Cash and cash equivalents as of June 30, 2022 consist of demand deposits in euros (€), US dollars (\$), and Yuan renminbi (RMB).

The balances for the previous period are as follows:

in € thousands June 30, 2021 December 31,
2020
Cash equivalents 0 0
Cash 4,195 11,273
Cash and cash equivalents 4,195 11,273
Cash and cash equivalents 4,195 11,273
Bank overdrafts 0 0
Net cash 4,195 11,273

7.10 Equity

7.10.1 Share capital and issue premium

The number of Forsee Power SA shares outstanding as of June 30, 2022 is 53,210,003 at a par value of € 0.10, representing a total share capital of €5,321,000.

Share capital did not change over the first half of 2022.

7.10.2 Dividends

Forsee Power SA did not pay any dividend over the first half of 2022 for the financial year ended December 31, 2021.

7.10.3 Share-based payments

7.10.3.1 Share subscription warrants

Share subscription warrants (BSA) issued by Forsee Power are presented in Note 7.9.3.2 to the consolidated financial statements as of December 31, 2021.

With regard to the terms and conditions of the BSA EIB Warrant A and the BSA EIB Warrant B, the number of ordinary shares has been adjusted to take into account the definitive grant of 282,616 free shares (AGA R 2021) approved by the ordinary general meeting of June 24, 2022:

  • 6,857 BSA EIB Warrant A now giving access to 858,290 ordinary shares (AO), against 854,000 previously;
  • 3,500 BSA EIB Warrant B now giving access to 388,325 ordinary shares (AO), against 386,400 previously.

7.10.3.2 Stock-Options and free shares

The table below shows the stock options (SO) and free shares as of June 30, 2022:

Grant date Number of
stock
options
granted
Number of
cancelled
SOs
Number of
SOs
options
outstandin
g
Number of
shares
subscribed upon
exercise of SOs
Vesting
period
Maturity
Stock-Options (SO 2018) (1) (3) April 02, 2019 600,000 0 600,000 600,000 4 years 02 April 2023
Stock-Options (SO 2018) (1) (3) January 28, 2020 180,000 (75,000) 105,000 105,000 4 years 28 January 2024
Stock-Options (SO 2018) (1) (3) November 13, 2020 75,000 0 75,000 75,000 4 years 13 November 2024
Stock-Options (SO 2021) (2) (3) August 12, 2021 1,500,000 0 1,500,000 1,500,000 2 months 05 August 2036
Total Stock-Options (SO) 2,355,000 (75,000) 2,280,000 2,280,000

(1) Grants under the 2018 Stock Option Plan (SO 2018) authorized by the shareholders' meeting of December 18, 2018. These 2018 SOs include a vesting period set at 4 years with a presence requirement ending between April 2, 2023 and November 13, 2024. The grants were made to the Chairman, members of the Management Board and employees considered key to the company Forsee Power SA.

(2) 1,500,000 stock options (SO 2021) giving access to 1,500,000 ordinary shares were granted on August 12, 2021 to the Chairman of the Board of Directors as compensation for services rendered. These 1,500,000 SO include "off-market" performance conditions (conversion of the OC5 and finalization of the acquisition of the Holiwatt assets) which were exercised on September 27 and 28, 2021. These 1,500,000 stock options include an initial blocking period of 2 years ending on August 12, 2023 and can be exercised over a period of between the 2nd year and the 15th year following the date of grant. The Management has estimated at the date of grant an expected exercise schedule for these 1,500,000 options, which is between 2023 and 2025.

(3) The number of options has been adjusted following the division by 100 of the par value of Forsee Power SA shares decided by t he Extraordinary General Meeting of October 15, 2021.

Grant date Number of
free shares
granted
Number of
cancelled
free shares
Number of
free shares
outstandin
g
Number of
shares
subscribed upon
exercise of free
shares
Vesting
period
Maturity
Free shares (2021 free share grant)
(1) (3)
September 14, 2021 382,000 0 382,000 382,000 1 year 14 September 2022
Free shares (2021 free share grant
R) (2)
October 15, 2021 282,616 0 282,616 282,616 2 years 15 October 2023
Total free shares 664,616 0 664,616 664,616
  • (1) The Board of Directors awarded 382,000 free shares (2021 free share grants) on September 14, 2021 to members of the Executive Committee and to employees considered as key to Forsee Power SA. These 2021 free share grants have a vesting period of one year with an attendance requirement ending on September 14, 2022.
  • (2) On October 15, 2021, the Board of Directors, acting on a delegation of authority from the shareholders' meeting of the same day, decided to grant the Chairman of the Board of Directors, in addition to his compensation for the 2021 financial year, a maximum of 1,000,000 free shares and/or stock options, to be definitively allocated by June 30, 2022. On April 6, 2022, the Board of Directors finally definitively allocated a number of 282,616 free shares (2021 free shares grant R) following the recommendation of the Appointments and Remuneration Committee on April 1, 2022. This allocation of 282,616 free share grants as part of the Chairman's 2021 variable compensation is subject to a two-year attendance requirement ending on October 15, 2023, followed by an obligation to retain the shares subscribed for a limited period. The expense relating to these 282,616 bonus shares has been recognized in the financial statements for the year ended December 31, 2021, pro rata to the beneficiary's attendance requirement.

At its meeting of June 24, 2022, the ordinary general meeting approved the definitive grant of 282,616 free shares in respect of the remuneration for the 2021 financial year.

(3) The number of bonus shares has been adjusted following the division by 100 of the nominal value of the shares of Forsee Power SA decided by the Extraordinary General Meeting of October 15, 2021.

The expense recognized over the first semester 2022 and for the year ended December 31, 2021 presented for share-based transactions is as follows:

in € thousands June 30, 2022 December 31,
2021
Costs recognized in specific reserves at the beginning of the period 6,232 733
Expenses recognized in the income statement for the period (services
rendered)
1,976 5,556
Cancellation of past costs of options that lapsed during the period 0 (56)
(forfeiture related to the continuous employment condition)
Reversal of costs of grants exercised during the period (vested related to
the exercise of the option)
0 0
Specific reserve costs at the end of the period 8,208 6,232
Expenses to be recognized in future years 2,322 4,298
Total probable cost of grants estimated at the closing date 10,529 10,529

The expense recognized in the income statement for the first semester 2022 and for the year ended December 31, 2021 breaks down as follows:

in € thousands June 30, 2022 December 31,
2021
Stock-Options (SO 2018) 232 483
Stock-Options (SO 2021) 0 4,122
Free shares (2021 free share grant) 1,231 735
Free shares (2021 R free share grant) 512 216
Total 1,976 5,556

The expense recorded for the period ended June 30, 2021 amounts to €247 thousand and is only related to the stock-option plan "SO 2018".

The expense to be recognized in future years is broken down as follows:

in € thousands June 30, 2022 December 31,
2021
2022 1,266 3,242
2023 1,009 1,009
2024 47 47
Total 2,322 4,298

The expense to be recognized over the years breaks down as follows according to the plans:

in € thousands June 30, 2022 December 31,
2021
Stock-Options (SO 2018) 484 716
Stock-Options (SO 2021) 0 0
Free shares (2021 free share grant) 517 1,748
Free shares (2021 R free share grant) 1,321 1,833
Total 2,322 4,298

The table below summarizes the data used in the stock option valuation model.

Grant date Assumptions used as of June 30, 2022 - at fair value
per share according to IFRS 2 (Black & Scholes)
Unit
valuation
under IFRS 2
IFRS 2
probable
cost
Strike price
in € (1)
Risk-free
interest rate
Risk
premium
Expected
volatility
(1) in €
thousands
Stock-Options (SO 2018) April 02, 2019 3.40 € -0.44% 10.0% 69.6% 2.39 € 1,432
Stock-Options (SO 2018) January 28, 2020 3.40 € -0.59% 10.0% 70.8% 2.40 € 252
Stock-Options (SO 2018) November 13, 2020 3.40 € -0.74% 10.0% 80.4% 2.56 € 192
August 12, 2021 6.50 € -0.72% 0.0% 71.7% 2.94 €
Stock-Options (SO 2021) (2) 6.50 € -0.71% 0.0% 68.5% 2.87 € 4,122
6.50 € -0.60% 0.0% 65.7% 3.14 €
Free shares (2021 free share
grant)
September 14, 2021 -
-0.68% 0.0% 65.9% 6.50 € 2,483
Free shares (2021 R free
share grant) (3)
-
-0.67% 0.0% 71.5% 7.25 €
October 15, 2021 -
-0.58% 0.0% 69.0% 7.25 € 2,049
-
-0.38% 0.0% 65.6% 7.25 €
Total 10,529

(1) 100-fold split of the nominal value of the share decided by the Extraordinary Shareholder meeting of October 15, 2021.

(2) The probable cost of the 1,500,000 Stock Options granted on August 12, 2021 has been estimated on the basis of an expected option exercise schedule between 2023 and 2025.

(3) The probable cost of the 282,616 Free Shares granted on October 15, 2021 has been estimated on the basis of an expected exercise schedule for the options which extends from 2023 to 2025. The valuation of the option takes into account a Forsee Power share value of €7.25 as retained for the capital increase decided by the Combined General Meeting on 15 October 2021.

7.10.4 Treasury shares

Treasury shares and liquidity contract with an independent investment services company (Kepler Cheuvreux) are presented in Note 7.9.4 to the consolidated financial statements as of December 31, 2021. Under this liquidity contract, the Group held 95,094 Forsee Power SA shares at June 30, 2022, representing a value of €238 thousand.

7.10.5 Translation reserves

The translation reserve by currency is as follows:

in € thousands June 30, 2022 December 31,
2021
Hong Kong dollar HZD 12 19
Yuan renminbi RMB (297) (204)
Zloty PLZ 8 0
Indian rupee INR 259 (13)
Singapore dollar SGD (2) 0
Translation reserve - Group share (20) (196)

7.10.6 Earnings per share

June 30, 2022 June 30, 2021
Consolidated net income (9,834) (16,769)
Weighted average number of shares outstanding 53,210,003 29,987,600
Earnings per share (0.18) € (0.56) €

The weighted average number of ordinary shares outstanding presented for the comparative period to June 30, 2021 has been adjusted for the reduction in the nominal value of Forsee Power SA shares decided by the Extraordinary General Meeting on October 15, 2021.

Under IAS 33, diluted earnings per share are equal to earnings per share if there is a loss.

7.11 Provisions for risks and charges

Changes in the first half of 2022 are as follows:

in € thousands December
31, 2021
Acquisition
Holiwatt
Additions Reversals Of which
used
Reclassificatio
n
Fair value Currency
translation
effects
June 30,
2022
Provisions for after-sales
warranty and recycling
3,988 1,522 (520) (520) 0 4,990
Provisions for litigation 1,328 14 (633) (324) 708
Provisions 5,316 1,536 (1,153) (844) 0 5,699
Of which
Current
Non current 5,316 1,536 (1,153) (844) 0 5,699

The discounting effect on non-current provisions has been estimated at €(58) thousand as of June 30, 2022. This discounting effect has not been recognised in the consolidated financial statements as of June 30, 2022 as it is not considered material.

The main provisions for risks and charges are detailed below:

• The provision for after-sales service guarantees recognised as of June 30, 2022 amounts to €3,985 thousand (€3,279 thousand as of December 31, 2021).

This provision was made to cover the risk of future after-sales service costs due to Forsee Power's liability for the products sold (undertaking to repair or replace any defective components of the battery systems sold). This guarantee is a legal obligation, is not optional to the agreement, and usually lasts from four to five years. Given the random nature of the probability of the occurrence of a defect, this provision is measured in accordance with IAS 37 on a statistical basis according to the products sold and is adjusted according to the after-sales costs actually incurred by the Group during the financial year.

• The recycling provision of €1,005 thousand as of June 30, 2022 (€709 thousand as of December 31, 2021) was made to cover the estimated future costs of recycling the battery systems sold for which the Group has a recovery and recycling commitment in the event of customers returning the batteries.

This provision is calculated as a function of the number of systems sold affected by the recovery commitment and valued on the basis of the external recycling costs for different types of batteries. The Group regularly updates these external recycling costs in order to take into account improvements in the processing costs in this relatively recent industrial stream.

• The provisions for litigation represent a total of €708 thousand as of June 30, 2022 (€1,328 thousand as of December 31, 2021), and correspond to the valuation of other risks, such as risks of customer penalties, litigation, including disputes with Unu GmbH presented below.

Disputes with Unu GmbH:

The referral procedure in Paris:

On March 12, 2021, Unu GmbH filed an application for court-ordered expert assessment with the Paris Commercial Court against Forsee Power and its former insurer, Generali (see Note 7.10 to the consolidated financial statements as of December 31, 2021). Unu GmbH is suing the Company on the basis of product liability and common law contractual liability, alleging that the batteries are defective and do not meet the technical characteristics agreed between the parties under the terms of the supply agreement of July 23, 2016 and its amendment of June 29, 2018. The Company did not object to this request for a court-ordered expert assessment, but stated that it should also cover the scooters produced by Unu GmbH, the characteristics of which do not comply with the initial contractual specifications and are the cause of the battery malfunctions.

Pursuant to an order dated March 31, 2021, the judge in summary proceedings ordered the appointment of a legal expert whose mission was to study both the batteries and the scooters in order to determine the origin of the malfunctions, the associated disorders and therefore the responsibilities. As the initially appointed expert withdrew, the judge in summary proceedings ordered the appointment of a new expert by an order dated April 16, 2021.

The expert heard the various arguments put forward by the parties from May 5, 2021, but has not yet appointed a laboratory to carry out the necessary tests on the batteries and scooters. However, the expert has repeatedly pointed out the difficulties of cooperation with Unu GmbH, which refuses to provide certain key documents for the expert assessment, in particular the test reports for its scooters.

On December 31, 2021, Unu GmbH filed a summary action against Forsee Power before the Paris Commercial Court to replace the legal expert appointed in April 2021, on the grounds that the expert is categorically biased and does not have sufficient competence to carry out the court-ordered expert assessment. On January 26, 2022, the Company responded to these arguments by stating that the judge in summary proceedings did not have jurisdiction and that the case should be brought before

the supervisory judge. The Company also rejected Unu GmbH's arguments regarding the alleged bias or incompetence of the expert.

In a ruling dated March 18, 2022, the judge in summary proceedings of the Paris Commercial Court ruled that it had no jurisdiction. The case was brought before the supervisory judge. It decided to retain the current expert and to appoint a co-expert. The next expert meeting is scheduled for September 2022 with the panel of experts.

The trial proceedings:

On November 2, 2021, in spite of the expert assessment in progress, Unu GmbH sued Forsee Power on the same grounds before the Paris Commercial Court ruling as a trial judge, and claimed €15,845 thousand for material losses suffered as well as €50 thousand for non-material losses. The court remanded the case to September 28, 2022 for a procedural hearing. The Company expects the Court to stay proceedings until the final expert report is filed.

The referral procedure in Lyon:

On 25 May 2022, Unu GmbH summoned Forsee Power to appear before the Lyon Court in summary proceedings as part of a request for an expert appraisal made by the home insurer and the family of an individual who died in a house fire in August 2021.

The circumstances of this fire have not been established, as the fire started, according to the insurer, at the garage door. This garage contained a Piaggio thermal scooter and a Unu electric scooter. Against this background, the insurer summoned Unu GmbH to appoint a legal expert to determine the cause of the fire.

Investigations have not begun and at this stage no cause is preferred. The judge in summary proceedings will order the extension of the expert assignment on August 1, 2022.

Assuming that the incident is due to the scooter, this claim would not be covered by the Company's new insurer since it is in principle a new serial incident related to Unu batteries, for which the risk was identified in 2019. It therefore falls under the policy taken out with the Company's former insurer.

At the same time, an investigation was carried out by the Lyon Public Prosecutor's Office but it was closed, with no further action taken. This does not preclude the possibility of the victim's family lodging a civil party petition with an investigating judge at a later date.

Provision retained in the financial statements:

The provision recorded in the consolidated financial statements for the period ended June 30, 2022 in the amount of €486 thousand (€651 thousand as of December 31, 2021) therefore includes the fees of the Company's legal counsel as well as those of the legal expert and external experts used by the Company. As of June 30, 2022, a reversal of €165 thousand was made on the provision corresponding to the expenses recognised during the year, mainly expert and legal fees.

The company considers the claims of Unu GmbH to be unfounded and intends to assert its rights and legal arguments, which at this stage of the proceedings justifies the absence of a provision for risks in excess of the mentioned legal costs.

7.12 Post-employment benefits and long-service awards

7.12.1 Defined contribution plan

An expense of €758 thousand has been recognized as of June 30, 2022 (€1,194 thousand as of December 31, 2021) for defined contribution plans in France.

7.12.2 Defined benefit plans

The impact of the increase in the discount rate on the valuation of retirement benefits and long-service awards for French employees is estimated at €(34) thousand as of June 30, 2022. This effect has not been recognised in the financial statements as of June 30, 2022 as it is not considered material.

7.13 Borrowings and financial liabilities

in € thousands December
31, 2021
Issuance Repayments Loan
issuance
costs
Interest
on zero
rate
loans
Reclassification Currency
translation
effects
Effective
interest
method
impact
Net
change
Conversion
to capital
Fair
value
Loan
issuance
IFRS 16
June 30, 2022
EIB loans (1) 20,351 584 20,935
BPI Atout loan (3) 4,375 (625) (1,250) 2,500
BPI state-guaranteed loan (2) 5,000 (1,250) 3,750
BNP State-guaranteed loan
(2)
6,746 136 (1,875) 5,007
HSBC State-guaranteed loan
(2)
6,654 152 (1,866) 4,940
Right-of-use liability - non
current
8,437 (838) 2 871 8,472
Deposits and guarantees
received
20 20
Related party liabilities 331 (6) 324
Long-term financial debt 51,915 (0) (631) 288 (7,079) 2 584 871 45,949
BPI Atout loan (3) 1,250 1,250
BPI state-guaranteed loan (2) 1,250 1,250
BNP State-guaranteed loan
(2)
1,875 1,875
HSBC State-guaranteed loan
(2)
1,866 1,866
Accrued interest on financial
liabilities
863 1,176 (959) 0 1,081
Right-of-use liability - current 878 (558) 774 2 1,096
Accrued interest not yet due 18 (18)
Bank overdrafts (cash
liability)
0 75 75
Short-term financial debt 1,759 1,176 (1,517) 7,015 2 57 8,492
Gross financial debt 53,673 1,176 (2,148) 288 (64) 4 57 584 871 54,441
Of which
Current 1,759 1,176 (1,517) 7,015 2 57 8,492
Non-current 51,913 (631) 288 (7,079) 2 584 871 45,949

1) EIB financing

An EIB loan was signed in December 2020 for which tranche A of €21.5 million was disbursed on June 16, 2021 for a period of 5 years. This tranche was accompanied by 3,500 BSA EIB Warrant C issued on June 4, 2021, resulting in the issuance of 388,325 common shares if exercised.

The derivative financial instruments on the EIB loans (BSA EIB Warrant A and BSA EIB Warrant C) are presented in Note 7.14 below.

2) The state guaranteed loans (PGE) with BNP for €7,5 million and HSBC for €7,5 million were granted in June 2020 at 0%, and renegotiated in March 2021 at 0.75% and 0.31% respectively. The PGE with BNP is repaid quarterly from September 4, 2022 until June 4, 2026. The PGE with HSBC is repaid quarterly from September 11, 2022 until June 11, 2025.

In June 2020, Forsee Power SA also took out a "PGE - soutien Innovation" with the BPI for €5 million at a rate of 2.35%. The PGE with BPI is repaid quarterly from September 30, 2022 until June 30, 2026.

3) In June 2020, Forsee Power took out a €5 million "Atout" loan from the BPI at a rate of 5%. This loan is repaid quarterly over 4 years until June 30, 2025 after a one-year grace period which ended on 31 August 2021.

The Group has not subscribed over the period to currency forward contracts to hedge trade payables and receivables in dollars.

The financial debt maturity schedule is as follows:

in € thousands June 30,
2022
Less than 1
year
1 to 5 years More than 5
years
Covenant
EIB loans 20,935 20,935 yes
Emprunts auprés de la BPI non
BPI Atout loan 2,500 2,500 no
BPI state-guaranteed loan 3,750 3,750 no
BNP state-guaranteed loan 5,007 5,007 no
HSBC state-guaranteed loan 4,940 4,940 no
Debt on leased property 8,472 3,514 4,958 no
Deposits and guarantees received 20 20 no
Related party liabilities 324 324 no
Long-term financial debt 45,949 20,035 25,914
BPI Atout loan 1,250 1,250 no
BPI state-guaranteed loan 1,250 1,250 no
BNP state-guaranteed loan 1,875 1,875 no
HSBC state-guaranteed loan 1,866 1,866 no
Accrued interest on financial
liabilities
1,081 1,081 no
Debt on leased property 1,096 1,096 no
Bank overdrafts (cash liability) 75 75 no
Short-term financial debt 8,492 8,492
Gross financial debt and similar 54,441 8,492 20,035 25,914

7.14 Derivative financial instruments

in € thousands Date of issue Expiry date Number of
instruments
Number of
shares
subscribed
upon exercise
of warrants
June 30,
2022
December
31, 2021
BSA Warrant A for EIB (1) 18 March 2018 15 March 2028 6,857 858,290 2,101 4,789
BSA Warrant C for EIB (1) 04 June 2021 04 June 2041 3,500 388,325 967 2,184
Total 10,357 1,246,615 3,068 6,972

(1) The company has issued several warrants to the European Investment Bank (EIB) :

  • 6,857 BSA EBI Warrant A giving access to 858,290 ordinary shares (AO) issued on March 18, 2018 in addition of the €20 million financing;
  • 3,500 BSA EBI Warrant A giving access to 388,325 ordinary shares (AO) issued on June 4, 2021 in addition of the €21.5 million financing.

The conversion parities of these warrants into ordinary shares of the Company have been updated following the definitive grant of 282,616 free shares (AGA R 2021) at the ordinary general meeting of June 24, 2022.

Changes during the period and the previous period are presented in the table below:

in € thousands June 30, 2022 December 31,
2021
Derivative instrument at beginning of period 6,972 4,457
Change in fair value recognized in profit or loss (3,904) 1,714
Derivative instruments issued over the period (net of
costs)
2,273
Derivative instrument cancelled following conversion (1,471)
Derivative instrument at end of period 3,068 6,972

The maturity schedule of the derivative financial instruments is as follows:

in € thousands Less than 1
year
1 to 5 years More than 5
years
Total
BSA Warrant A for EIB 2,101 2,101
BSA Warrant C for EIB 967 967
Total 0 0 3,068 3,068

The change in the fair value of the derivatives on the key assumption of the value of the Forsee Power share impacts the financial statements as follows:

BSA Warrant
A for EIB
BSA Warrant
C for EIB
Gross impact
on fair value
as of June
30, 2022
Forsee Power share price up 25% 2,473 1,120 3,593
Forsee Power share price up 40% 1,829 828 2,657

The value of the Forsee Power share was €2.50 on June 30, 2022.

7.15 Risk management for risks associated to financial assets and liabilities

7.15.1 Credit risk management

Credit risk management is presented in Note 7.14.1 to the consolidated financial statements as of December 31, 2021.

There were no significant changes in credit risk in the first half of 2022 compared with December 31, 2021.

The Group is exposed to limited credit risk as of June 30, 2022 given the financial quality of its main customers.

Management has nevertheless identified an individual credit risk on a customer as of June 30, 2022 relating to the newly developed activity in India.

7.15.2 Liquidity risk management

Liquidity risk management is presented in Note 7.14.2 to the consolidated financial statements as of December 31, 2021.

There were no significant changes in liquidity risk in the first half of 2022 compared with December 31, 2021.

As of June 30, 2022, Forsee Power had the following financing instruments:

1) A new financing agreement with the EIB was signed in December 2020, making available a loan of €21.5 million (Tranche A), and three new financing lines (Tranches B, C and D), all three with bullet repayment of the principal five years after the drawdown date.

Tranche A and B of the financing agreement were used and repaid for Tranche B.

The €10 million Tranche C is subject to revenue covenants that the Group had met already at the end of the 2020 financial year. The €10 million Tranche C is also conditional on the completion of a €10 million capital increase by one or more shareholders. This condition was met in November 2021 with the company's IPO. Tranche C has not been drawn yet as of June 30, 2022.

The €10 million Tranche D is conditional on a level of revenue and profitability that the Group expects to achieve in the medium term.

  • 2) The Group has factoring programmes with Santander bank and HSBC (see Note 3.3.10 to the consolidated financial statements as of December 31, 2021).
  • 3) Experience shows that banks and its financial partners have regularly supported the Group in its organic growth and funding needs.
  • 4) The company's shareholders have always provided financial support for its financing. It has thus benefited from several shareholder loan injections and financial recapitalizations in previous years.

The Group thus always ensures that it has the necessary funds to repay its debts when they fall due.

in € thousands June 30,
2022
December
31, 2021
Overdraft authorization 0 0
Sub-total credit facilities (a) 0 0
Cash and cash equivalents 46,477 70,770
Bank overdrafts - Cash liability 75 0
Net liquidity (b) 46,402 70,770
Total liquidity position (a) + (b) 46,402 70,770

7.15.3 Market risk management

The Group is exposed to the increase in prices of raw materials and energy on the international market. However, the Group took countermeasures presented in Note 2 "Main events" to limit this risk.

Over the period, the Group had equivalent volumes of US dollar-denominated purchases of goods and battery sales. Therefore, it was not necessary to subscribe over the period to currency hedging contracts. The Management is considering the use of currency forward contracts, based on the purchases and sales forecast and the expected evolution of the exchange rate between the euro and US dollar currencies.

7.15.4 Capital management

Capital management is presented in Note 7.14.4 to the consolidated financial statements as of December 31, 2021.

Capital management has not changed in the first half of 2022 compared with December 31, 2021.

7.16 Information about fair value of financial assets and liabilities

7.16.1 Cash, loans and receivables

The Group considers that the carrying amount of cash, trade receivables, other receivables, accounts payable, other liabilities and various deposits and sureties is a good approximation of the market value as of June 30, 2022 due to the high degree of liquidity of these items and their maturity of less than 12 months.

7.16.2 Assets at fair value

The Group does not hold any marketable security as of June 30, 2022.

7.16.3 Derivative and hedging financial instruments

The Group does not hold any trading derivatives as of June 30, 2022.

7.16.4 Financial liabilities at amortized cost

The Group considers that the carrying amount of trade payables is a good approximation of the market value due to the high degree of liquidity of these items.

The market value of long-term and short-term financial debt is determined using the value of estimated future cash flows disbursed, discounted using the interest rates observed by the Group at the end of the period for instruments with similar conditions and maturities.

7.16.5 Financial instrument report

The market values of financial assets and liabilities measured at fair value correspond to the price that would be received for the sale of an asset or paid for the transfer of a liability in an arm's-length transaction recognized in the principal or most advantageous market on the measurement date. The valuation methods used for financial assets and liabilities by level are as follows:

  • Level 1: fair value measured exclusively by reference to prices in active markets;
  • Level 2: fair value measured by a model using directly or indirectly observable market parameters;
  • Level 3: fair value measured by a model incorporating certain unobservable market parameters;
in € thousands June 30,
2022
Fair value Level 1
Unadjusted
quoted prices
Level 2
Observable
data
Level 3
Unobservable
data
Cash and cash equivalents 46,477 46,477 46,477
Financial instruments not held for
trading
0 0
Financial assets at fair value 46,477 46,477 46,477 0
Guarantee deposits and sureties
paid
535 535 535
Other financial assets 4,332 4,332 4,332
Trade receivables 16,278 16,278 16,278
Other assets 13,210 13,210 13,210
Assets at amortized cost 34,355 34,355 34,355
Derivative financial instruments 3,068 3,068 3,068
Financial liabilities at fair value 3,068 3,068 3,068
Long-term financial debt 45,949 45,949 45,949
Short-term financial debt 8,492 8,492 8,492
Trade payables presented in WCR 14,525 14,525 14,525
Other liabilities 18,490 18,490 18,490
Liabilities at amortized cost 87,455 87,455 87,455

The following methods and assumptions used to estimate the fair value of financial assets and liabilities are presented in Note 3.3.7 to the consolidated financial statements as of December 31, 2021.

7.17 Trade payables

in € thousands June 30, 2022 December 31,
2021
Trade payables 14,525 12,369
Trade payables presented in WCR 14,525 12,369
Trade payables on IPO 0 1,230
Trade payables 14,525 13,599

7.18 Other liabilities

in € thousands June 30, 2022 December 31,
2021
Trade receivables - Advances and deposits
received
5,060 5,282
Social security liabilities (1) 6,465 7,645
Tax liabilities 1,188 697
Liabilities related to customer contracts (2) 2,285 1,530
Other current liabilities (3) 1,074 869
Advantage granted on state-guaranteed loan at
zero percent interest rate
1,316 1,601
Other liabilities presented in WCR 17,389 17,624
Corporate income tax liability 43 5
Debt on acquisitions of non-current assets 1,058 0
Other liabilities 18,490 17,629
Of which
Current
Non current
13,020
5,469
13,946
3,683

1) Including €438 thousand in employer contributions on free shares;

2) Including €2,285 thousand in deferred income on specific battery warranty extensions ;

The change in contract liabilities is as follows:

in € thousands June 30, 2022 December 31,
2021
Liabilities on contracts at the beginning of
the period
1,530 329
- Liabilities on contracts written back following
the fulfilment of performance obligations over
the period
- Liabilities on cancelled contracts following
cancellation of the contract
+ Unfulfilled performance obligations on new
contracts during the period
765 1,283
+/- Other changes and translation effects (9) (81)
Liabilities on contracts at the end of the
period
2,285 1,530

Performance obligations correspond mainly to warranties extensions and are performed over a period of between 1 and 8 years.

3) Of which €731 thousand at Zhongshan Forsee Industry Ltd (compared to €388 thousand as of December 31, 2021) and €215 thousand at Zhongshan Forsee Development (compared to €314 thousand as of December 31, 2021).

Other liabilities have a maturity of less than 12 months with the exception of the benefit granted on zero-rate state-guaranteed loans for the part maturing between 1 and 5 years.

The discounting effect on other non-current liabilities is valued at €(56) thousand as of June 30, 2022 and has not been recognised in the consolidated financial statements as it is not considered material.

7.19 Deferred taxes

Deferred taxes are broken down by timing differences as follows:

in € thousands June 30, 2022 December 31,
2021
Tax timing differences 9 27
Provisions for post-employment benefits 45 45
Restatement of IFRS 16 on leases 184 120
Capital increase costs 0 0
Loan issuance costs at EIR 9 9
Internal margins on inventories 48 56
Other timing differences (71) 111
Tax loss carryforwards 0 0
Total net deferred taxes 224 368

Deferred taxes have been valued for the French companies at the tax rate applicable in the year of reversal of the timing differences, taking into account the 25% tax rate as from January 1, 2022 and for subsequent years.

Since December 31, 2021, the Group has limited the recognition of DTA on tax loss carryforwards from tax entities based on the prospects of recovery over a three-year period. The Group previously limited the recognition of DTA on tax losses carryforwards to the probability of recovery over a five-year period.

The amount of tax loss carryforwards not recognized in the financial statements amounts to €156,746 thousand (i.e., €39,186 thousand of unrecognized DTA) as of June 30, 2022, compared to €144,547 thousand (i.e., €36,137 thousand of unrecognized DTA) as of December 31, 2021. These tax loss carryforwards relate to the tax entity Forsee Power. Foreign tax entities located in China (Zhongshan Forsee Power Industry, Zhongshan Forsee Power Development) and India (Forsee Power India) have a specific tax regime that does not allow tax losses to be carried forward.

Changes in deferred taxes recognized in profit or loss and in equity are as follows:

in € thousands June 30, 2022 December 31,
2021
Deferred tax assets at beginning of period 373 468
Expense recognized in comprehensive income (306) (252)
DTA on capitalization of leases 146 146
DTA/DTL offset for tax entity (37) 0
Other 54 11
Deferred tax assets at end of period 229 373
Deferred tax liabilities at beginning of period 5 5
Expense recognized in comprehensive income 0 0
DTA/DTL offset for tax entity 0 0
Other 0 0
Deferred tax liabilities at end of period 5 5
Deferred tax at beginning of period 0 0
Deferred taxes on capital increase costs 0

Deferred taxes not recognized in OCI 0

Deferred tax at end of period 0 0

8. INFORMATION RELATING TO ITEMS IN THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

8.1 Revenues

in € thousands June 30, 2022 June 30, 2021
Sale of goods 48,382 36,479
Service delivery 829 626
Other activities 515 65
Total 49,727 37,171

The amount of the order book (unfulfilled firm orders) and the projected schedule for completion of unfulfilled performance obligations is as follows:

in € thousands June 30, 2022
Order book at beginning of period 54,601
- Commitments at the beginning of the period for
which services have been rendered during the period
and recognized in revenues
- Commitments at the beginning of the period for
which services have not been rendered during the
period because they were cancelled (order
cancellation)
(49,167)
+ Firm offers signed during the period and
recognized in revenues
(560)
+ Firm offers signed during the period and not
recognized in revenues
73,238
Order book at end of period 78,112
Provisional timetable for revenue recognition
Expected completion in 2022 66,464
Expected completion in 2023 11,648
Expected completion in 2024 and beyond 0
Total order book at end of period 78,112

8.2 Other operating income and expenses

in € thousands June 30, 2022 June 30, 2021
Operating grants 2 20
Gains (losses) on disposals of fixed assets (41) (13)
Attendance fees (225) 0
Miscellaneous management expenses (119) (185)
Autres produits et charges opérationnels (366) (177)

8.3 External services and purchases consumed

in € thousands June 30, 2022 June 30, 2021
Purchases consumed, including foreign exchange
gains and losses on purchases (1)
(36,008) (28,877)
Fees, external services (1,917) (1,772)
Leases, maintenance and insurance (793) (499)
Transport, travel and conference expenses (1,381) (965)
Study and research costs (689) (648)
Post and telecommunications expenses (114) (133)
Subcontracting (1) (365) (269)
Other (117) (48)
External services and purchases consumed (41,384) (33,212)

1) Of which Research Tax Credit (CIR) income relating to the 2021 financial year presented as a reduction from purchases consumed for an amount of €219 thousand and as a reduction from subcontracting expenses for an amount of €26 thousand.

8.4 Employee expenses and headcount

in € thousands June 30, 2022 June 30, 2021
Payroll costs
Compensation (1) (9,824) (7,706)
Social security contributions (1) (3,458) (2,514)
Other short-term benefits (158) (125)
Cost of services rendered on defined benefit plans 0 0
Share-based payment costs (1,976) (247)
Employer contributions on share-based payments (26) 0
Employee profit-sharing 0 0
Total (15,442) (10,593)
Average headcount
Managers 209 152
Non-managers 421 356
Total 630 508

1) Of which Research Tax Credit (CIR) income relating to the 2021 financial year presented as a reduction from compensation for an amount of €250 thousand as of June 30, 2022, and as a reduction from social security contributions for an amount of €182 thousand as of June 30, 2022.

8.5 Taxes and duties

in € thousands June 30, 2022 June 30, 2021
Taxes on salaries (196) (206)
Other taxes (166) (264)
Taxes and duties (361) (471)

8.6 Depreciation, amortization and provisions allocations and reversals

in € thousands June 30, 2022 June 30, 2021
Amortization and impairment of intangible assets (1,475) (980)
Amortization of rights of use for property, plant and
equipment
(598) (620)
Depreciation and impairment of property, plant and
equipment
(1,215) (571)
Provisions for risks and charges (374) (824)
Net depreciation of inventories and receivables (690) 124
Net charges (4,352) (2,872)

8.7 Non-current operating income

There were no non-current operating items recorded in the first half of 2022 and 2021.

8.8 Net financial income (expense)

in € thousands June 30, 2022 June 30, 2021
Financial income received on financial assets 2 0
Financial income 2 0
Interest expense on loans (1,441) (3,151)
Cost of gross financial debt (1,441) (3,151)
Foreign exchange gains and losses on financial assets 592 113
Net impairment of financial assets measured at
amortized cost
0 0
Change in fair value of derivatives (1) 3,904 (2,155)
Effect of the effective interest rate (EIR) (2) (591) (1,309)
Interest expense on debt on leased property (161) (170)
Bank fees and commissions (106) (59)
Other financial income 19 26
Advantage granted on state-guaranteed loan at zero
percent interest rate
288 327
Other net financial income and expenses 3,944 (3,226)
Net financial income (expense) 2,504 (6,377)

1) Of which €2,687 thousand change in fair value on the BSA EIB Warrant A derivative and €1,217 thousand change in fair value on the on the BSA EIB Warrant C derivative as of June 30, 2022 (see Note 7.14).

2) Of which €(1,235) thousand of financial expenses as of June 30, 2021 following the early repayment in June 2021 of the €20 million EIB loan subscribed in 2017.

8.9 Corporate income tax

in € thousands June 30, 2022 June 30, 2021
Current taxes (1) 0
Deferred taxes (160) (238)
Income tax expense (161) (238)

The tax proof for the periods presented is as follows:

in € thousands June 30, 2022 June 30, 2021
Theoretical tax expense (at the current rate) 2,418 4,133
Actual tax expense (161) (238)
Difference 2,580 4,371
Other permanent differences 28 9
Tax credits (CIR) (182) 0
Share-based payments 494 66
Derivative financial instruments (976) 785
Adjustment of corporate tax rate in France (for
tax losses carryforwards)
0 37
Non-deductible and unrecognized financial
expenses
0 60
Tax losses arising during the period not
recognized
3,097 3,284
Impairment during the period of previously
unrecognized tax losses
0 0
Other differences 118 130
Total 2,580 4,371

9. INFORMATION RELATING TO ITEMS IN THE CONSOLIDATED STATEMENT OF CASH FLOWS

9.1 Allowances for depreciation, provisions, and impairment

in € thousands June 30, 2022 June 30, 2021
Net depreciation allowance on fixed assets 2,690 1,551
Net depreciation allowance on right-of-use assets related to
property, plant and equipment
598 620
Net provision for risks and charges 374 824
Net impairment on financial assets 0 0
Net allowances 3,662 2,996

9.2 Working capital requirement

in € thousands Notes December
31, 2021
WCR Non-cash
effects in WCR
and calculated
items
Currency
translation
effects
June 30,
2022
Net inventories 7.6 28,417 6,797 (0) 281 35,495
Net trade receivables 7.7 10,571 5,661 (4) 50 16,278
Other current assets 7.8 13,331 (2,910) 574 (137) 10,858
Trade payables 7.17 (12,369) (699) (1,339) (118) (14,525)
Other current liabilities 7.18 (17,624) 49 255 (70) (17,389)
Total changes in working capital
requirements (WCR)
22,327 8,898 (514) 6 30,717
in € thousands Notes December
31, 2021
Change and
impact on
income
Reclassificatio
n
Currency
translation
effects
June 30,
2022
Change in deferred taxes 7.19 368 (160) 0 225
Change in corporate tax receivables
and payables (1)
7.8 et 7.18 2,485 (175) (0) 2,310
of which research tax credit (CIR) 2,237 86 2,323
Recognized tax expenses 8.9 (134) 161 (161)

(1) Of which €2,237 thousand related to the CIR receivable (2018, 2019, 2020) as of December 31, 2021

9.3 Cash flows from acquisitions of fixed assets

in € thousands June 30, 2022 June 30, 2021
Acquisition of intangible assets (2,140) (2,089)
Acquisition of property, plant and equipment (1,988) (1,449)
Acquisition of financial assets (98) 0
Total investments (4,226) (3,538)
Debt related to the acquisition of fixed assets 1,058 (1,323)
Net cash flow from acquisition of fixed assets (3,168) (4,861)

9.4 Capital gains/losses on disposals of fixed assets

in € thousands June 30, 2022 June 30, 2021
Income from sales of intangible assets 0 0
Income from sales of property, plant and equipment 0 0
Income from sales of financial assets 0 0
Net book value of intangible assets sold 0 0
Net book value of property, plant and equipment sold 50 193
Gain (loss) on disposal of fixed assets 50 193

9.5 Cash flows from disposal of fixed assets

in € thousands June 30, 2022 June 30, 2021
Disposal of intangible assets 0 0
Disposal of property, plant and equipment 0 0
Disposal of financial assets 0 0
Receivables related to the disposal of fixed assets 0
Net cash flow from disposal of fixed assets 0 0

9.6 Cash flows from changes in the scope of consolidation

in € thousands June 30, 2022 June 30, 2021
Acquisition on May 31, 2022 of NEoT Capital shares from
Mitsubishi Corporation
(2,292)
Subscription in cash to the capital increase of NEoT Capital
on June 30, 2022 (1)
0
Costs related to the acquisition of shares
Subscription to the capital of Forsee Power Inc. and Forsee
Power Noth America Inc.
0
Net cash acquired
Net cash flow from the changes of scope (2,292) 0

(1) Payment on July 9, 2022 of the cash subscription of €1,058 thousand;

10. OTHER INFORMATION

10.1 Events subsequent to June 30, 2022

Significant events subsequent to June 30, 2022 are as follows:

Recapitalisation of NEoT Capital

The funds relating to the capital increase approved by the collective and unanimous decision of the shareholders on June 30, 2022 of NEoT Capital, were fully paid up on July 9, 2022 for a total amount of €3,210 thousand.

Forsee Power subscribed for €1,243 thousand of which €1,058 thousand in cash and €185 thousand by conversion of a receivable.

Forsee Power's shareholding in NEoT Capital is 50% following the collective and unanimous decision of the shareholders on June 30, 2022.

Signing of a real estate lease in the United States

On July 25, 2022, Forsee Power signed a lease agreement for a 12,820 m2 industrial building located in Hilliard on the outskirts of the city of Columbus, Ohio. This lease is for an initial term of November 1, 2022 to January 31, 2033 and may be renewed twice for a period of 5 years.

The industrial building is scheduled to be taken over on November 1, 2022, after the owner has carried out fitting-out and compliance work.

This lease is secured by a stand-by letter of credit signed on July 25, 2022 by a French bank for a maximum amount of \$1 million and covering the period until November 1, 2032. This guarantee is accompanied by the establishment of an interest-bearing cash pledge of €1 million from July 25, 2022 until July 25, 2025.

10.2 Relations with related parties

10.2.1 Compensation paid to management

Remuneration paid to management is presented in note 9.2.1 to the consolidated financial statements as of December 31, 2021.

At its meeting of June 24, 2022, the ordinary general meeting approved the compensation policy for corporate officers, particularly as regards:

  • 1) An annual remuneration package for corporate officers in the amount of €450 thousand for 2022;
  • 2) A final grant of 282,616 free shares (AGA R 2021) in respect of 2021 remuneration following the decision of the Board of Directors on April 6, 2022 and the opinion of the Nominations and Compensation Committee of April 1, 2022.

10.2.2 Related party transactions

The main related parties and related party transactions are defined and presented in notes 3.3.32 and 9.2.2 to the consolidated financial statements as of December 31, 2021.

The following note presents the main transactions and balances for the first half of 2022:

in € thousands June 30, 2022
Receivables from NEoT CAPITAL 359
Trade receivables with a shareholder 239
Financial debt to shareholders 324
Total statement of financial position items 922
Salaries and other short-term benefits (1,684)
Share-based payments (1,516)
Fees (60)
Interest expense on shareholder loan and OC5 0
Revenues 1,017
Purchases (30)
Interest income on receivables from NEoT CAPITAL 13
Total income statement items (2,260)

10.3 Off-balance sheet commitments

Off-balance sheet commitments are presented in note 9.3 to the consolidated financial statements as of December 31, 2021.

The main commitments made, modified or terminated during the first half of 2022 are as follows:

Signing of a real estate lease in the United States

On July 25, 2022, Forsee Power signed a lease agreement for a 12,820 m2 industrial building located in Hilliard on the outskirts of the city of Columbus, Ohio. This lease is for an initial term of November 1, 2022 to January 31, 2033 and may be renewed twice for a period of 5 years.

The industrial building is scheduled to be taken over on November 1, 2022, after the owner has carried out fitting-out and compliance work.

This lease is secured by a SBLC stand-by letter of credit for an amount of \$1 million.

SBLC and cash pledge

On 25 July 2022, Forsee Power obtained an SBLC (stand-by letter of credit) credit letter from a French bank for a maximum amount of \$1 million in favour of the owner of the industrial building leased to Hilliard in the United States. The amount guaranteed by this SBLC is declining annually by 10% until November 31, 2032.

This SBLC is accompanied by a cash pledge for an amount of €1 million from July 25, 2022 to July 25, 2025.

Bank financing line of €9 million and pledge on inventory

In June 2021, Forsee Power SA obtained a €9 million credit line from a banking pool. This credit line is guaranteed by a pledge on inventory of €11.7m for the period June 30, 2021 to June 30, 2022. This €9 million bank credit facility was not extended on June 30, 2022 as it had not been used during the period.

The pledge on inventory of €11.7 million, initially registered for a period of 5 years, has nevertheless been maintained and extended without date by the banking pool to support Forsee Power in other future transactions.

Ecully tenancy-at-will lease

The tenancy-at-will lease on the site occupied in Ecully following the takeover on July 21, 2021 of part of the business and assets of Holiwatt (formerly Centum Adetel Transportation) has been extended until October 31, 2022.

3.2 Statutory auditors' limited review report

For the period from January 1 to June 30, 2022

This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders of Forsee Power SA,

In compliance with the assignment entrusted to us by your Shareholders' Meeting and in accordance with the requirements of article L. 451-1-2-III of the French Monetary and Financial Code ("code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Forsee Power SA, for the period from January 1 to June 30, 2022,
  • the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements are the responsibility of Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

1. Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRS relating to interim financial reporting, as endorsed by the European Union.

2. Specific verification

We have also verified the information presented in the half-yearly management report on the condensed halfyearly consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

The Statutory Auditors

Deloitte & Associés Jean LEBIT

Thierry QUERON

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