Annual report pursuant to Section 13 and 15(d)

Restatement of Consolidated Financial Statements

v3.24.1.1.u2
Restatement of Consolidated Financial Statements
12 Months Ended
Mar. 31, 2022
Restatement of Consolidated Financial Statements  
Restatement of Consolidated Financial Statements

2. Restatement of Consolidated Financial Statements

The Company’s previously issued financial statements included in its Annual Reports on Form 10-K for the years ended March 31, 2022 and 2021, and each of the interim financial statements for the quarterly periods in 2023, 2022, and 2021 included in its Quarterly Reports on Form 10-Q (collectively, the “Restated Periods”) should no longer be relied upon and a restatement is required for these previously issued consolidated financial statements.

In accordance with ASC Topic 250, Accounting Changes and Error Corrections, the Company has restated herein the audited consolidated financial statements as of and for the fiscal years ended March 31, 2022 and 2021 and the unaudited quarterly financial information for the 2022 and 2021 fiscal years. Refer to Note 16. Restatement of Quarterly Financial Information (Unaudited) for the quantitative restatement impacts related to the Restated Interim Periods.

Description of Misstatements

The following include descriptions of the significant adjustments to the Company’s financial position and results of operations from previously reported consolidated financial statements.

Revenue Recognition of Bill-and-Hold Arrangements (“Bill and Hold”) The Company previously recognized revenue related to the sale of products, parts, and accessories at the point of shipment. In certain circumstances, the Company recognized revenue when the order is shipped to an in-transit warehouse where it is held until it is shipped to the customer. Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), revenue recognized under bill-and-hold arrangements are required to meet specific criteria including: (i) the reason for the bill-and-hold arrangement is substantive, (ii) the product is segregated from the Company’s other inventory items held for sale, (iii) the product is ready for shipment to the customer, and (iv) the Company does not have the ability to use the product or direct it to another customer. As the Company’s previous revenue recognition policy did not correctly apply the required criteria to recognize revenue related to bill-and-hold arrangements, the Company concluded certain revenue related to bill-and-hold arrangements was prematurely recognized. The Company has revised the revenue recognition process, and related internal controls, to properly consider the required bill-and-hold criteria.

To correct this error, (i) the revenue and cost of goods sold were reversed in the period in which the accounting errors took place, (ii) the revenue and cost of goods sold was recognized in subsequent periods when all of the revenue recognition criteria had been met, and (iii) the bad debt expense relating to the accounts receivable associated with prematurely recognized revenue was reversed in the periods prior to achieving the revenue recognition criteria and recognized in subsequent periods consistent with the Company’s policy. Additionally, the related adjustments to accounts receivable, inventory, and deferred revenue were made in the consolidated financial statements for the relevant Restated Periods.

Recognition of the Factory Protection Plan Contracts (“FPP Contracts”) The Company offers a comprehensive factory protection plan (“FPP”) to microturbine system customers guaranteeing service in the form of labor and spare parts to maintain product performance. For a fixed fee, the customer can purchase a FPP for either spare parts only or spare parts and labor reimbursement. The Company previously recognized the FPP revenue on a straight-line basis for the term of the contract, typically 5, 10, 15, or 20 years, and recorded the costs when the replacement parts shipped and when the labor reimbursement request was received. In addition, FPP revenues and costs were presented on a gross basis in the Consolidated Statements of Operations.

As part of the restatement process, the Company reviewed the previous accounting conclusions related to FPP recognition including a separate analysis of the spare parts and labor reimbursement offerings and the general terms of the contract. The Company concluded the timing of cost recognition was improperly delayed and the cost should be recognized when the customer orders the spare parts. As it relates to the accounting for labor reimbursement (“FPP Labor”), the income, based on the respective standalone selling price, and related costs should be presented on a net basis in the Consolidated Statements of Operations. In addition, the Company concluded the FPP contract term is 30 days, as the customer has the right to cancel with a 30-day notice. The Company has since revised its policy, and related internal controls, to properly consider the recognition of FPP contracts.

To correct this error, as it relates to FPP Parts, the cost of goods sold was recognized at the time the spare parts order was received and a liability was recognized for any orders that had not been shipped to the customers in the period the accounting error took place. As it relates to FPP Labor, the labor reimbursement cost was reversed out of cost of goods sold and reclassified to revenue, net. The Company also revised the FPP contract disclosure included in Note 3 – Summary of Significant Accounting Policies to reflect the revised classification of the contract term.

Note Classification As a result of our restated earnings, we were in breach of the Consolidated Adjusted EBITDA Financial Covenant to the Note Purchase Agreement dated as of December 9, 2019, and later amended for the quarter ended June 30, 2021. The breach required a reclassification of the term note payable to a current liability on our

consolidated balance sheets for the year ended March 31, 2022, and each of the interim financial statements for the quarterly periods in 2022. For further discussion on the Company’s ability to continue as a going concern see Note 3 – Summary of Significant Accounting Policies.

Reclassifications Certain reclassifications have been made to the Company’s previously issued Consolidated Statements of Operations to enhance comparability with the current year’s financial statements. As a result, certain amounts relating to revenues and cost of goods sold for the sale of parts, previously reflected in Product, accessories and parts have been reclassified to Parts and service. These reclassifications had no impact on previously reported net income, cash flows, or shareholders’ equity.

Description of Annual Restatement Tables

The following tables present the impact of the restatement on the previously reported Consolidated Balance Sheets, Consolidated Statements of Operations, and Statements of Cash Flows for the years ended March 31, 2022 and 2021, and the impact of the restatement on beginning stockholders’ equity (deficiency) as of April 1, 2020. The values as previously reported for the years ending March 31, 2022 and 2021 were derived from our Annual Reports on Form 10-K filed on July 14, 2022 and June 14, 2021, respectively.

As of March 31, 2022

 

FPP

Note

(in thousands)

As Reported

    

Bill and Hold

    

Contracts

    

Classification

    

As Restated

 

Assets

Current Assets:

Cash and cash equivalents

$

22,559

$

$

$

$

22,559

Accounts receivable, net of allowances

 

24,665

 

(8,771)

 

 

 

15,894

Inventories, net

 

18,465

 

11,702

 

 

 

30,167

Prepaid expenses and other current assets

 

5,519

 

 

 

 

5,519

Total current assets

 

71,208

 

2,931

 

 

 

74,139

Property, plant, equipment and rental assets, net

 

18,038

 

 

 

 

18,038

Non-current portion of accounts receivable

 

1,212

 

(1,212)

 

 

 

Non-current portion of inventories

 

1,680

 

 

 

 

1,680

Other assets

 

8,635

 

 

 

 

8,635

Total assets

$

100,773

$

1,719

$

$

$

102,492

Liabilities and Stockholders’ (Deficiency) Equity

Current Liabilities:

Accounts payable and accrued expenses

$

25,130

$

$

$

$

25,130

Accrued salaries and wages

 

1,147

 

 

 

 

1,147

Accrued warranty reserve

 

1,483

 

 

 

 

1,483

Deferred revenue

 

9,185

 

5,650

 

 

 

14,835

Current portion of notes payable and lease obligations

 

675

 

 

 

 

675

Factory protection plan liability

 

 

 

9,170

 

 

9,170

Term note payable

50,949

50,949

Total current liabilities

 

37,620

 

5,650

 

9,170

 

50,949

 

103,389

Deferred revenue, non-current

981

981

Long-term portion of notes payable and lease obligations

 

5,809

 

 

 

 

5,809

Term note payable, non-current

50,949

(50,949)

Total liabilities

 

95,359

 

5,650

 

9,170

 

 

110,179

Commitments and contingencies

Stockholders’ (Deficiency) Equity:

Preferred stock

Common stock

 

15

 

 

 

 

15

Additional paid-in capital

 

946,969

 

 

 

 

946,969

Accumulated deficit

 

(939,482)

 

(3,931)

 

(9,170)

 

 

(952,583)

Treasury stock

 

(2,088)

 

 

 

 

(2,088)

Total stockholders’ (deficiency) equity

 

5,414

 

(3,931)

 

(9,170)

 

 

(7,687)

Total liabilities and stockholders' (deficiency) equity

$

100,773

$

1,719

$

$

$

102,492

As of March 31, 2021

 

(in thousands)

As Reported

    

Bill and Hold

    

FPP Contracts

    

As Restated

 

Assets

Current Assets:

Cash and cash equivalents

$

49,533

$

$

$

49,533

Accounts receivable, net of allowances

 

20,593

 

(7,691)

 

 

12,902

Inventories, net

 

11,829

 

9,859

 

 

21,688

Prepaid expenses and other current assets

 

4,953

 

 

 

4,953

Total current assets

 

86,908

 

2,168

 

 

89,076

Property, plant, equipment and rental assets, net

 

9,630

 

 

 

9,630

Non-current portion of inventories

 

1,845

 

 

 

1,845

Other assets

 

7,639

 

 

 

7,639

Total assets

$

106,022

$

2,168

$

$

108,190

Liabilities and Stockholders’ (Deficiency) Equity

Current Liabilities:

Accounts payable and accrued expenses

$

19,767

$

$

$

19,767

Accrued salaries and wages

 

1,889

 

 

 

1,889

Accrued warranty reserve

 

5,850

 

 

 

5,850

Deferred revenue

 

6,374

 

5,448

 

 

11,822

Current portion of notes payable and lease obligations

 

576

 

 

 

576

Factory protection plan liability

 

 

 

7,662

 

7,662

Total current liabilities

 

34,456

 

5,448

 

7,662

 

47,566

Deferred revenue, non-current

765

765

Long-term portion of notes payable and lease obligations

 

4,762

 

 

 

4,762

Term note payable, net

52,865

52,865

Total liabilities

 

92,848

 

5,448

 

7,662

 

105,958

Commitments and contingencies

Stockholders’ (Deficiency) Equity:

Preferred stock

Common stock

 

13

 

 

 

13

Additional paid-in capital

 

934,381

 

 

 

934,381

Accumulated deficit

 

(919,271)

 

(3,280)

 

(7,662)

 

(930,213)

Treasury stock

 

(1,949)

 

 

 

(1,949)

Total stockholders’ (deficiency) equity

 

13,174

 

(3,280)

 

(7,662)

 

2,232

Total liabilities and stockholders' (deficiency) equity

$

106,022

$

2,168

$

$

108,190

Year Ended March 31, 2022

(in thousands)

As Reported

    

Bill and Hold

    

FPP Contracts

    

As Restated

 

Revenue, net:

    

    

    

Product and accessories

$

37,181

$

(4,461)

$

$

32,720

Parts and service

32,464

(707)

(513)

31,244

Total revenue, net

69,645

(5,168)

(513)

63,964

Cost of goods sold:

 

 

 

 

Product and accessories

40,483

(3,377)

37,106

Parts and service

20,624

(402)

995

21,217

Total cost of goods sold

61,107

(3,779)

995

58,323

Gross profit

 

8,538

 

(1,389)

 

(1,508)

 

5,641

Operating expenses:

Research and development

 

3,359

 

 

 

3,359

Selling, general and administrative

 

22,980

 

(738)

 

 

22,242

Total operating expenses

 

26,339

 

(738)

 

 

25,601

Loss from operations

 

(17,801)

 

(651)

 

(1,508)

 

(19,960)

Other income (expense)

 

642

 

 

 

642

Interest income

 

21

 

 

 

21

Interest expense

 

(5,004)

 

 

 

(5,004)

Gain (loss) on debt extinguishment

1,950

1,950

Loss before provision for income taxes

 

(20,192)

 

(651)

 

(1,508)

 

(22,351)

Provision for income taxes

 

19

 

 

 

19

Net loss

(20,211)

(651)

(1,508)

(22,370)

Less: Deemed dividend on purchase warrant for common shares

Net loss attributable to common stockholders

$

(20,211)

$

(651)

$

(1,508)

$

(22,370)

Net loss per share—basic and diluted

$

(1.37)

$

(0.04)

$

(0.10)

$

(1.52)

Weighted average shares outstanding

 

14,727

 

14,727

 

14,727

 

14,727

Year Ended March 31, 2021

(in thousands)

As Reported

    

Bill and Hold

    

FPP Contracts

    

As Restated

 

Revenue, net:

    

    

    

Product and accessories

$

36,517

$

134

$

$

36,651

Parts and service

31,119

570

(733)

30,956

Total revenue, net

67,636

704

(733)

67,607

Cost of goods sold:

 

 

 

 

Product and accessories

42,025

(38)

41,987

Parts and service

18,756

206

2,173

21,135

Total cost of goods sold

60,781

168

2,173

63,122

Gross profit

 

6,855

 

536

 

(2,906)

 

4,485

Operating expenses:

Research and development

 

2,417

 

 

 

2,417

Selling, general and administrative

 

18,391

 

 

 

18,391

Total operating expenses

 

20,808

 

 

 

20,808

Loss from operations

 

(13,953)

 

536

 

(2,906)

 

(16,323)

Other income (expense)

 

4,993

 

 

 

4,993

Interest income

 

30

 

 

 

30

Interest expense

 

(5,156)

 

 

 

(5,156)

Gain (loss) on debt extinguishment

(4,282)

(4,282)

Loss before provision for income taxes

 

(18,368)

 

536

 

(2,906)

 

(20,738)

Provision for income taxes

 

19

 

 

 

19

Net loss

(18,387)

536

(2,906)

(20,757)

Less: Deemed dividend on purchase warrant for common shares

15

15

Net loss attributable to common stockholders

$

(18,402)

$

536

$

(2,906)

$

(20,772)

Net loss per share—basic and diluted

$

(1.63)

$

0.05

$

(0.26)

$

(1.84)

Weighted average shares outstanding

 

11,280

 

11,280

 

11,280

 

11,280

Additional

Total

Common Stock

Paid-in

Accumulated

Treasury Stock

Stockholders’

    

Shares

    

Amount

    

Capital

    

Deficit

    

Shares

    

Amount

    

(Deficiency) Equity

Balance as of April 1, 2020

10,286,366

$

10

$

915,755

$

(900,869)

 

57,577

$

(1,875)

$

13,021

(As previously reported)

Adjustments:

Bill and Hold

 

 

 

(3,816)

 

 

 

(3,816)

Re-rents

 

 

 

 

 

 

FPP Contracts

 

 

 

(4,756)

 

 

 

(4,756)

Note Classification

 

 

 

 

 

 

Cumulative restatement adjustments

(8,572)

(8,572)

Balance as of April 1, 2020

(As Restated)

10,286,366

$

10

$

915,755

$

(909,441)

 

57,577

$

(1,875)

$

4,449

Other changes to the Consolidated Statements of Stockholders’ Equity (Deficiency) for the years ended March 31, 2022 and 2021 as a result of the restatement are due to the changes in net income.

Year Ended March 31, 2022

 

(in thousands)

As Reported

    

Bill and Hold

    

FPP Contracts

As Restated

 

Cash Flows from Operating Activities:

Net loss

$

(20,211)

$

(651)

$

(1,508)

$

(22,370)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

 

1,915

 

 

 

1,915

Amortization of financing costs and discounts

 

35

 

 

 

35

Amortization of right-of-use assets

657

 

657

(Gain) loss on debt extinguishment

(1,950)

(1,950)

Bad debt expense (recovery)

 

1,129

 

(738)

 

 

391

Inventory provision

 

791

 

 

 

791

Provision for warranty expenses

 

646

 

646

Stock-based compensation

 

1,245

 

 

 

1,245

Changes in operating assets and liabilities:

Accounts receivable

 

(6,413)

 

3,030

 

(3,383)

Inventories

 

(7,262)

 

(1,843)

 

 

(9,105)

Prepaid expenses, other current assets and other assets

 

164

 

 

 

164

Accounts payable and accrued expenses

 

4,485

 

 

 

4,485

Accrued salaries and wages and long-term liabilities

 

(743)

 

 

 

(743)

Accrued warranty reserve

 

(5,013)

 

 

 

(5,013)

Deferred revenue

 

3,027

 

202

 

 

3,229

Factory protection plan liability

 

 

 

1,508

 

1,508

Net cash used in operating activities

 

(27,498)

 

 

 

(27,498)

Cash Flows from Investing Activities:

Expenditures for property, plant, equipment and rental assets

 

(9,924)

 

 

 

(9,924)

Net cash used in investing activities

 

(9,924)

 

 

 

(9,924)

Cash Flows from Financing Activities:

Repayment of notes payable and lease obligations

 

(685)

 

 

 

(685)

Cash used in employee stock-based transactions

 

(138)

 

 

 

(138)

Net proceeds from issuance of common stock and warrants

 

11,271

 

 

 

11,271

Net cash provided by financing activities

 

10,448

 

 

 

10,448

Net increase (decrease) increase in Cash and Cash Equivalents

 

(26,974)

 

 

 

(26,974)

Cash and Cash Equivalents, Beginning of Period

 

49,533

 

 

49,533

Cash and Cash Equivalents, End of Period

$

22,559

$

$

$

22,559

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Interest

$

5,095

$

$

$

5,095

Income taxes

$

20

$

$

$

20

Supplemental Disclosures of Non-Cash Information:

Acquisition of property and equipment through accounts payable

$

264

$

$

$

264

Renewal of insurance contracts financed by notes payable

$

567

$

$

$

567

Issuance of common stock for services to be received

$

75

$

$

$

75

Year Ended March 31, 2021

 

(in thousands)

As Reported

    

Bill and Hold

    

FPP Contracts

    

As Restated

 

Cash Flows from Operating Activities:

Net loss

$

(18,387)

$

536

$

(2,906)

$

(20,757)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

 

1,452

 

 

 

1,452

Amortization of financing costs and discounts

 

623

 

 

 

623

Amortization of right-of-use assets

378

 

378

(Gain) loss on debt extinguishment

4,282

4,282

Bad debt expense (recovery)

 

(228)

 

(228)

Inventory provision

 

305

 

 

 

305

Provision for warranty expenses

 

5,930

 

5,930

(Gain) loss on disposal of equipment

 

(1)

 

 

(1)

Stock-based compensation

 

937

 

 

 

937

Changes in operating assets and liabilities:

Accounts receivable

 

(4,125)

 

382

 

(3,743)

Inventories

 

8,702

 

168

 

 

8,870

Prepaid expenses, other current assets and other assets

 

653

 

 

 

653

Accounts payable and accrued expenses

 

4,652

 

 

 

4,652

Accrued salaries and wages and long-term liabilities

 

245

 

 

 

245

Accrued warranty reserve

 

(2,014)

 

 

 

(2,014)

Deferred revenue

 

(1,703)

 

(1,086)

 

 

(2,789)

Factory protection plan liability

 

 

 

2,906

 

2,906

Net cash used in operating activities

 

1,701

 

 

 

1,701

Cash Flows from Investing Activities:

Expenditures for property, plant, equipment and rental assets

 

(3,209)

 

 

 

(3,209)

Net cash used in investing activities

 

(3,209)

 

 

 

(3,209)

Cash Flows from Financing Activities:

Net proceeds from term note payable

20,833

20,833

Repayment of notes payable and lease obligations

 

(691)

 

 

 

(691)

Cash used in employee stock-based transactions

 

(74)

 

 

 

(74)

Net proceeds from issuance of common stock and warrants

 

15,905

 

 

 

15,905

Net cash provided by financing activities

 

35,973

 

 

 

35,973

Net increase (decrease) increase in Cash and Cash Equivalents

 

34,465

 

 

 

34,465

Cash and Cash Equivalents, Beginning of Period

 

15,068

 

 

15,068

Cash and Cash Equivalents, End of Period

$

49,533

$

$

$

49,533

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Interest

$

4,287

$

$

$

4,287

Income taxes

$

14

$

$

$

14

Supplemental Disclosures of Non-Cash Information:

Acquisition of property and equipment through accounts payable

$

36

$

$

$

36

Renewal of insurance contracts financed by notes payable

$

593

$

$

$

593

Deemed dividend

$

15

$

$

$

15