Restatement of Previously Issued Consolidated Financial Statements (Tables)

12 Months Ended

Dec. 31, 2020

Restatement of Previously Issued Consolidated Financial Statements

Summary of the adjustments between cost of revenue and research and development

	As of December 31, 2019		As of December 31, 2018
	Restatement		Restatement
	Adjustments		Adjustments
Cost of revenue:
Services performed on fuel cell systems and related infrastructure	$	6,986	$	7,954
Power Purchase Agreements		2,539		4,264
Sales of fuel cell systems and related infrastructure		1,121		614
Fuel delivered to customers		8,846		8,325
Total cost of revenue		19,492		21,157
Research and development		(19,492)		(21,157)

Summary impact of restatement adjustments and immaterial error correction to previously reported consolidated financial information

The following tables present the effect of the Restatement Items, as well as other adjustments, on the Company’s consolidated balance sheets for the periods indicated (in thousands, except per share):

	As of December 31, 2019
	As previously		Restatement				Restatement
	Reported		Adjustments		As Restated		References
Assets
Current assets:
Cash and cash equivalents	$	139,496	$	—	$	139,496
Restricted cash		54,813		—		54,813
Accounts receivable		25,448		320		25,768	d
Inventory		72,391		—		72,391
Prepaid expenses and other current assets		21,192		—		21,192
Total current assets		313,340		320		313,660
Restricted cash		175,191		—		175,191
Property, plant, and equipment, net		14,959		—		14,959
Right of use assets related to finance leases, net		—		1,714		1,714	a
Right of use assets related to operating leases, net		—		63,266		63,266	a, b
Equipment related to power purchase agreements and fuel delivered to customers, net		244,740		(176,971)		67,769	a, b
Goodwill		8,842		—		8,842
Intangible assets, net		5,539		—		5,539
Other assets		8,573		—		8,573
Total assets	$	771,184	$	(111,671)	$	659,513
Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity
Current liabilities:
Accounts payable	$	40,376	$	—	$	40,376
Accrued expenses		14,213		196		14,409	d
Deferred revenue		11,691		—		11,691
Operating lease liabilities		—		9,428		9,428	a, b
Finance lease liabilities		—		226		226	a
Finance obligations		49,507		(24,840)		24,667	a, b
Current portion of long-term debt		26,461		—		26,461
Other current liabilities		8,543		(1,839)		6,704	b, c
Total current liabilities		150,791		(16,829)		133,962
Deferred revenue		23,369		(199)		23,170	d
Operating lease liabilities		—		50,937		50,937	a, b
Finance lease liabilities		—		2,011		2,011	a
Finance obligations		265,228		(145,806)		119,422	a, b
Convertible senior notes, net		110,246		185		110,431	d
Long-term debt		85,708		—		85,708
Other liabilities		13		2,805		2,818	c
Total liabilities		635,355		(106,896)		528,459
Redeemable preferred stock:
Series C redeemable convertible preferred stock, $0.01 par value per share (aggregate involuntary liquidation preference $16,664); 10,431 shares authorized; Issued and outstanding: 2,620 at December 31, 2019		709		—		709
Series E convertible preferred stock, $0.01 par value per share; Shares authorized: 35,000 at December 31, 2019; Issued and outstanding: 500 at December 31, 2019		441		—		441
Stockholders’ equity:
Common stock, $0.01 par value per share; 750,000,000 shares authorized; Issued: 318,637,560 at December 31, 2019		3,186		—		3,186
Additional paid-in capital		1,507,116		(163)		1,506,953	d
Accumulated other comprehensive income		1,400		(112)		1,288	d
Accumulated deficit		(1,345,807)		(4,500)		(1,350,307)
Less common stock in treasury: 15,259,045 at December 31, 2019		(31,216)		—		(31,216)
Total stockholders’ equity		134,679		(4,775)		129,904
Total liabilities, redeemable preferred stock, and stockholders’ equity	$	771,184	$	(111,671)	$	659,513

As of December 31, 2019

(a) The “as previously reported” balances for equipment related to power purchase agreements and fuel delivered to customers, net (previously captioned leased assets, net) and the current and long-term finance obligations have been reclassified to conform to current period presentations, as follows at December 31, 2019:

● $176.0 million was reclassified from equipment related to power purchase agreements and fuel delivered to customers, net to right of use assets related to operating leases, net;

● $1.7 million was reclassified from equipment related to power purchase agreements and fuel delivered to customers, net to right of use asset related to finance leases, net;

● $25.8 million was reclassified from current finance obligations to current operating lease liabilities;

● $145.5 million was reclassified from non-current finance obligations to non-current operating lease liabilities;

● $226 thousand was reclassified from current finance obligations to current finance lease liabilities, respectively; and

● $2.0 million was reclassified from non-current finance obligations to non-current finance lease liabilities

(b) The correction of the misstatement associated with the right of use assets relating to operating leases resulted in the following at December 31, 2019:

● the right of use assets related to operating leases, net had a decrease of $112.7 million;

● equipment related to power purchase agreements and lessor property, net had an increase of $767 thousand;

● current operating lease liabilities had a decrease of $16.4 million;

● non-current operating lease liabilities had a decrease of $94.6 million;

● the current finance obligations had a $1.2 million increase;

● the non-current finance obligation had an increase of $1.7 million; and

● other current liabilities decreased $2.7 million.

(c) Loss accrual provision:  The correction of this misstatement resulted in an increase of $897 thousand to other current liabilities and an increase of $2.8 million to other long-term liabilities at December 31, 2019.

(d) Other adjustments:  Immaterial adjustments at December 31, 2019 resulted in an increase to accounts receivable of $320 thousand. An increase to accrued expenses of $196 thousand. A decrease to deferred revenue of $199 thousand. An increase in convertible senior notes, net of $185 thousand, and a decrease of $163 thousand to additional paid in capital and a $112 thousand decrease to accumulated other comprehensive income.

The following tables present the effect of the Restatement Items, as well as other adjustments, on the Company’s consolidated statements of operations for the periods indicated (in thousands, except share and per share amounts):

	For the Year Ended December 31, 2019
	As Previously		Restatement				Restatement
	Reported		Adjustments		As Restated		References
Net revenue:
Sales of fuel cell systems and related infrastructure	$	149,884	$	36	$	149,920	d
Services performed on fuel cell systems and related infrastructure		25,217		—		25,217
Power Purchase Agreements		25,853		(300)		25,553	d
Fuel delivered to customers		29,099		—		29,099
Other		186		—		186
Net revenue		230,239		(264)		229,975
Cost of revenue:
Sales of fuel cell systems and related infrastructure		96,859		1,056		97,915	a, d
Services performed on fuel cell systems and related infrastructure		28,801		5,781		34,582	a, c,d
Benefit for loss contracts related to service		—		(394)		(394)	c
Power Purchase Agreements		40,056		1,721		41,777	a, b,d
Fuel delivered to customers		36,357		8,890		45,247	a, d
Other		200		—		200
Total cost of revenue		202,273		17,054		219,327
Gross profit		27,966		(17,318)		10,648
Operating expenses:
Research and development		33,675		(18,616)		15,059	a,d
Selling, general and administrative		44,333		(1,131)		43,202	b,d
Total operating expenses		78,008		(19,747)		58,261
Operating loss		(50,042)		2,429		(47,613)
Interest and other expense, net		(35,502)		(189)		(35,691)	b,d
Change in fair value of common stock warrant liability		79		—		79
Gain (loss) on extinguishment of debt		—		(518)		(518)	d
Loss before income taxes	$	(85,465)	$	1,722	$	(83,743)
Income tax benefit		—		—		—
Net loss attributable to the Company	$	(85,465)	$	1,722	$	(83,743)
Preferred stock dividends declared, deemed dividends and accretion of discount		(52)		(1,760)		(1,812)	e
Net loss attributable to common stockholders	$	(85,517)	$	(38)	$	(85,555)
Net loss per share:
Basic and diluted	$	(0.36)			$	(0.36)
Weighted average number of common stock outstanding		237,152,780				237,152,780

For the year ended December 31, 2019

(a) Research and development: The correction of this misstatement resulted in a net decrease of $19.5 million to research and development, and an increase of $1.1 million to the cost of revenue of fuel cell systems and related infrastructure, an increase of $7 million to the cost of revenue of services performed on fuel cell systems and related infrastructure, an increase of $2.5 million to the cost of power purchase agreements and an increase in the cost of fuel delivered to customers of $8.9 million at December 31, 2019.

(b) Right of use asset: The correction of this misstatement resulted in a net decrease to cost of revenue for power purchase agreements of $747 thousand. An increase to selling, general, and administrative expense of $25 thousand, and an increase to interest and other expense, net of $522 thousand.

(c) Loss accrual provision:  The correction of this misstatement resulted in a net decrease to cost of revenue for services performed on fuel cell systems and related infrastructure of $1.2 million and a net decrease to the provision for loss contracts related to service of $394 thousand for the period ended December 31, 2019.

(d) Other adjustments:  Immaterial adjustments for the period ended December 31, 2019 resulted in the following: a net increase of $36 thousand to revenue from sales of fuel cell systems and related infrastructure. A net decrease to revenue from power purchase agreements of $300 thousand. A net decrease of $65 thousand to the cost of revenue for sales of fuel cell systems and related infrastructure. A net increase to

the cost of revenue for services performed on fuel cell systems and related infrastructure of $44 thousand. A net decrease to cost of revenue for power purchase agreements of $70 thousand. A net increase of $44 thousand to cost of revenue related to fuel delivered to customers. A net increase to research and development expense of $876 thousand. A net decrease to selling general and administrative expense of $1.1 million, a net increase to interest and other expense, net of $185 thousand and an increase of $518 thousand loss on the extinguisment of debt (which was previously reported as interest and other expense, net of $518 thousand).

(e) Series E redeemable convertible preferred stock deemed dividend: The correction of this misstatement resulted in a net increase of $1.8 million to preferred stock dividends declared, deemed dividends and accretion of discount.

	For the Year Ended December 31, 2018
	As Previously		Restatement				Restatement
	Reported		Adjustments		As Restated		References
Net revenue:
Sales of fuel cell systems and related infrastructure	$	107,292	$	(117)	$	107,175	d
Services performed on fuel cell systems and related infrastructure		22,002		—		22,002
Power Purchase Agreements		22,869		(300)		22,569	d
Fuel delivered to customers		22,469		—		22,469
Net revenue		174,632		(417)		174,215
Cost of revenue:
Sales of fuel cell systems and related infrastructure		84,439		766		85,205	a,d
Services performed on fuel cell systems and related infrastructure		23,698		8,573		32,271	a, d
Provision for loss contracts related to service		—		5,345		5,345	c
Power Purchase Agreements		36,161		5,200		41,361	a, b
Fuel delivered to customers		27,712		8,325		36,037	a
Total cost of revenue		172,010		28,209		200,219
Gross (loss) profit		2,622		(28,626)		(26,004)
Operating expenses:
Research and development		33,907		(21,157)		12,750	a
Selling, general and administrative		38,198		(513)		37,685	d
Total operating expenses		72,105		(21,670)		50,435
Operating loss		(69,483)		(6,956)		(76,439)
Interest and other expense, net		(22,135)		(615)		(22,750)	b
Change in fair value of common stock warrant liability		4,286		—		4,286
Loss before income taxes	$	(87,332)	$	(7,571)	$	(94,903)
Income tax benefit		9,217		78		9,295	d
Net loss attributable to the Company	$	(78,115)	$	(7,493)	$	(85,608)
Preferred stock dividends declared, deemed dividends and accretion of discount		(52)		—		(52)
Net loss attributable to common stockholders	$	(78,167)	$	(7,493)	$	(85,660)
Net loss per share:
Basic and diluted	$	(0.36)			$	(0.39)
Weighted average number of common stock outstanding		218,882,337				218,882,337

For the year ended December 31, 2018

(a) Research and development: The correction of this misstatement resulted in a net decrease of $21.2 million to research and development, and an increase of $614 thousand to the cost of sales of fuel cell systems and related infrastructure, an increase of $8.0 million to the cost of services performed on fuel cell systems and related infrastructure, an increase of $4.2 million to the cost of power purchase agreements and an increase in the cost of fuel delivered to customers of $8.3 million at December 31, 2018.

(b) Right of use asset: The correction of this misstatement resulted in a net increase to cost of revenue for power purchase agreements of $937 thousand, and an increase to interest and other expense, net of $615 thousand.

(c) Loss accrual provision:  The correction of this misstatement resulted in a net increase to the provision for loss contracts related to service of $5.3 million for the period ended December 31, 2018.

(d) Other adjustments:  Immaterial adjustments for the period ended December 31, 2018  resulted in the following: a net decrease of $117 thousand to revenue from sales of fuel cell systems and related infrastructure. A net decrease to revenue from power purchase agreements of $300 thousand. A net increase of $152 thousand to the cost of revenue for sales of fuel cell systems and related infrastructure. A net increase to the cost of revenue for services performed on fuel cell systems and related infrastructure of $619 thousand. A net decrease to selling general and administrative expense of $513 thousand and an increase to the income tax benefit of $78 thousand.

The following tables present the effect of the Restatement Items, as well as other adjustments, on the Company’s consolidated statements of comprehensive loss for the periods indicated (in thousands):

	For the year ended December 31, 2019						For the year ended December 31, 2018
	As Previously		Cumulative				As Previously		Cumulative				Restatement
	Reported		Adjustments		As Restated		Reported		Adjustments		As Restated		References
Net loss attributable to the Company	$	(85,465)	$	1,722	$	(83,743)	$	(78,115)	$	(7,493)	$	(85,608)
Other comprehensive loss - foreign currency translation adjustment		(184)		(112)		(296)		(610)		—		(610)	b
Comprehensive loss attributable to the Company	$	(85,649)	$	1,610	$	(84,039)	$	(78,725)	$	(7,493)	$	(86,218)
Preferred stock dividends declared, deemed dividends and accretion of discount		(52)		(1,760)		(1,812)		(52)		—		(52)	a
Comprehensive loss attributable to common stockholders		(85,701)		(150)		(85,851)		(78,777)		(7,493)		(86,270)

For the year ened December 31, 2019 and 2018

(a) Series E convertible preferred stock deemed dividend:  The correction of this misstatement resulted in a net decrease of $1.8 million to preferred stock dividends declared, deemed dividends and accretion of discount to the period ended December 31, 2019.

(b) Other adjustments: Immaterial adjustment for the period ended December 31, 2019 resulted in a net increase of $112 thousand for the other comprehensive loss related to the foreign currency translation adjustment.

The following tables present the effect of the Restatement Items, as well as other adjustments, on the Company’s consolidated statements of stockholders’ equity (deficit) for the periods indicated (in thousands, except share amounts):

						Accumulated
				Additional		Other							Total
	Common Stock			Paid-in		Comprehensive		Treasury Stock			Accumulated		Stockholders’		Restatement
	Shares	Amount		Capital		Income		Shares	Amount		Deficit		Equity (Deficit)		References
BALANCE - December 31, 2017 (As Previously Reported)	229,073,517	$	2,291	$	1,250,899	$	2,194	587,151	$	(3,102)	$	(1,178,636)	$	73,646
Cumulative adjustments	—		—		—		—	—		—		(3,417)		(3,417)	a,b
BALANCE - December 31, 2017 (As Restated)	229,073,517		2,291		1,250,899		2,194	587,151		(3,102)		(1,182,053)		70,229
BALANCE - December 31, 2018 (As Previously Reported)	234,160,661	$	2,342	$	1,289,714	$	1,584	15,002,663	$	(30,637)	$	(1,260,290)	$	2,713
Cumulative adjustments	—		—		(78)		—	—		—		(6,223)		(6,301)	a,b
BALANCE - December 31, 2018 (As Restated)	234,160,661		2,342		1,289,636		1,584	15,002,663		(30,637)		(1,266,513)		(3,588)
BALANCE - December 31, 2019 (As Previously Reported)	318,637,560	$	3,186	$	1,507,116	$	1,400	15,259,045	$	(31,216)	$	(1,345,807)	$	134,679
Cumulative adjustments	—		—		(163)		(112)	—		—		(4,500)		(4,775)	a,b
BALANCE - December 31, 2019 (As Restated)	318,637,560	$	3,186	$	1,506,953	$	1,288	15,259,045	$	(31,216)	$	(1,350,307)	$	129,904

As of December 31, 2019 and 2018

(a) Restatement Items: The correction of material misstatements resulted in a net increase in accumulated deficit of $4.5 million, $6.2 million and $3.4 million as of December 31, 2019, 2018 and 2017, respectively.

(b) Other adjustments: Immaterial adjustments resulted in the following: for the period ended December 31, 2019, there was a net increase of $112 thousand for the other comprehensive loss related to the foreign currency translation adjustment and a net decrease of $163 thousand in additional paid-in capital; and for the period ended December 31, 2018, there was a net decrease in additional paid-in capital of $78 thousand.

The following tables present the effect of the Restatement Items, as well as other adjustments, on the Company’s consolidated statements of cashflows for the periods indicated (in thousands):

	For the Year Ended December 31, 2019
	As previously		Restatement				Restatement
	Reported		Adjustments		As Restated		References
Operating Activities
Net loss attributable to the Company	$	(85,465)	$	1,722	$	(83,743)	a
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of long-lived assets		11,989		(51)		11,938	b, d
Amortization of intangible assets		698		—		698
Stock-based compensation		10,890		—		10,890
Loss on extinguishment of debt		—		518		518	d
Provision for bad debts and other assets		1,981		—		1,981
Amortization of debt issuance costs and discount on convertible senior notes		8,821		185		9,006	d
Provision for common stock warrants		6,513		—		6,513
Loss on disposal of leased assets		212		—		212
Change in fair value of common stock warrant liability		(79)		—		(79)
Benefit on service contracts		—		(1,643)		(1,643)	c
Changes in operating assets and liabilities that provide (use) cash:
Accounts receivable		10,646		(52)		10,594	d
Inventory		(24,481)		(152)		(24,633)	d
Prepaid expenses, and other assets		(8,110)		—		(8,110)
Accounts payable, accrued expenses, and other liabilities		19,879		(2,645)		17,234	b, d
Deferred revenue		(5,016)		316		(4,700)	d
Net cash used in operating activities		(51,522)		(1,802)		(53,324)
Investing Activities
Purchases of property, plant and equipment		(5,683)		—		(5,683)
Purchase of intangible assets		(2,404)		—		(2,404)
Purchases of equipment related to PPA and equipment related to fuel delivered to customers		(6,532)		—		(6,532)
Proceeds from sale of leased assets		375		—		375
Net cash used in investing activities		(14,244)		—		(14,244)
Financing Activities
Proceeds from issuance of preferred stock and warrants, net of transaction costs		14,089		—		14,089
Proceeds from public offerings, net of transaction costs		158,428		(85)		158,343	d
Proceeds from exercise of stock options		1,217		—		1,217
Payments for redemption of preferred stock		(4,040)		—		(4,040)
Proceeds from issuance of convertible senior notes, net		39,052		—		39,052
Proceeds from borrowing of long-term debt, net of transaction costs		119,186		—		119,186
Principal payments on long-term debt		(24,827)		(518)		(25,345)	d
Proceeds from finance obligations		83,668		—		83,668
Repayments of finance obligations		(61,713)		2,517		(59,196)	b
Net cash provided by financing activities		325,060		1,914		326,974
Effect of exchange rate changes on cash		53		(112)		(59)	d
Increase in cash, cash equivalents and restricted cash		259,347		—		259,347
Cash, cash equivalents, and restricted cash beginning of period		110,153		—		110,153
Cash, cash equivalents, and restricted cash end of period	$	369,500	$	—	$	369,500
Supplemental disclosure of cash flow information
Cash paid for interest	$	19,180	$	—		19,180
Summary of non-cash investing and financing activity
Recognition of right of use assets	$	127,370	$	(74,446)	$	52,924	b
Conversion of preferred stock to common stock		28,392		—		28,392

For the year ended December 31, 2019

(a) Refer to descriptions of the adjustments and their impact on net loss in the Consolidated Statement of Operations sections for the year ended December 31, 2019 above.

(b) Right of use asset: The correction of this misstatement resulted in a net decrease to operating cashflows of $2.7 million and a net increase to cash provided by financing activities of $2.5 million for the period ended December 31, 2019. In addition there was a net decrease of $74.4 million to the non-cash investing and financing activity related to the recognition of the right of use asset.

(c) Provision for loss contracts related to service: The correction of this misstatement resulted in a net decrease to operating cashflows of $1.6 million for the period ended December 31 2019.

(d) Other adjustments:  Immaterial adjustments resulted in an net increase to operating cashflows of $906 thousand, a decrease to cash provided by financing activites of $603 thousand and a decrease to effect of exchange rate changes on cash of $112 thousand, for the period ended December 31 2019

	For the Year Ended December 31, 2018
	As previously		Restatement				Restatement
	Reported		Adjustments		As Restated		References
Operating Activities
Net loss attributable to the Company	$	(78,115)	$	(7,493)	$	(85,608)	a
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of long-lived assets		11,014		818		11,832	b, d
Amortization of intangible assets		693		—		693
Stock-based compensation		8,771		—		8,771
Provision for bad debts and other assets		1,626		—		1,626
Amortization of debt issuance costs and discount on convertible senior notes		6,347		—		6,347
Provision for common stock warrants		10,190		—		10,190
Change in fair value of common stock warrant liability		(4,286)		—		(4,286)
Income tax benefit		(9,217)		(78)		(9,295)	d
Loss on service contracts		—		5,345		5,345	c
Changes in operating assets and liabilities that provide (use) cash:
Accounts receivable		(14,398)		(268)		(14,666)	d
Inventory		19,041		152		19,193	d
Prepaid expenses, and other assets		(4,654)		—		(4,654)
Accounts payable, accrued expenses, and other liabilities		(10,266)		106		(10,160)	d
Deferred revenue		5,637		685		6,322	d
Net cash used in operating activities		(57,617)		(733)		(58,350)
Investing Activities
Purchases of property, plant and equipment		(5,142)		—		(5,142)
Purchases of equipment related to PPA and equipment related to fuel delivered to customers		(13,501)		—		(13,501)
Purchase of intangible assets		(929)		—		(929)
Net cash used in investing activities		(19,572)		—		(19,572)
Financing Activities
Proceeds from issuance of preferred stock and warrants, net of transaction costs		30,934		—		30,934
Proceeds from public offerings, net of transaction costs		7,195		—		7,195
Proceeds from exercise of stock options		138		—		138
Proceeds from issuance of convertible senior notes, net		95,856		—		95,856
Purchase of capped calls and common stock forward		(43,500)		—		(43,500)
Principal payments on long-term debt		(16,190)		—		(16,190)
Proceeds from finance obligations		76,175		—		76,175
Repayments of finance obligations		(31,264)		733		(30,531)	b
Net cash provided by financing activities		119,344		733		120,077
Effect of exchange rate changes on cash		(57)		—		(57)
Increase in cash, cash equivalents and restricted cash		42,098		—		42,098
Cash, cash equivalents, and restricted cash beginning of period		68,055		—		68,055
Cash, cash equivalents, and restricted cash end of period	$	110,153	$	—	$	110,153
Supplemental disclosure of cash flow information
Cash paid for interest	$	13,057	$	—		13,057
Summary of non-cash investing and financing activity
Recognition of right of use assets	$	79,057	$	(37,378)	$	41,679	b
Net transfers between inventory and long-lived assets		18,175		—		18,175

For the year ended December 31, 2018

(a) Refer to descriptions of the adjustments and their impact on net loss in the Consolidated Statement of Operations and Consolidated Balance Sheets sections for the year ended December 31, 2018 above.

(b) Right of use asset: The correction of this misstatement resulted in a net increase to operating cashflows of $818 thousand and a net increase to financing cash flows of $733 thousand for the period ended December 31, 2018. In addition, there was a net decrease of $37.4 million to the non-cash investing and financing activity related to the recognition of the right of use asset

(c) Provision for loss contracts related to service: The correction of this misstatement resulted in a net increase to operating cashflows of $5.3 million for the period ended December 31 2018.

(d) Other adjustments:  Immaterial adjustments resulted in an net increase to cash used in operating cash flows of $597 thousand for the period ended December 31 2018.