Exhibit 99.15.1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 

 

 
 **Page

Independent Auditors' Report
 
F-2
Report of Independent Accountants
 
F-3
Consolidated balance sheets as of December 31, 2002 and 2001
 
F-4
Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000 and cumulative amounts from inception
 
F-5
Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000 and cumulative amounts from inception
 
F-6
Consolidated statements of stockholders' equity for the years ended December 31, 2002, 2001 and 2000
 
F-7
Notes to consolidated financial statements
 
F-8

 

F-1 
**Independent Auditors' Report 

 

The Board of Directors and Stockholders 

Plug Power Inc.: 

 

We have audited the accompanying consolidated balance sheet of Plug Power Inc. and subsidiary (a development stage enterprise) as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity, and cash flows for the years ended December 31, 2002 and 2001 and for the period June 27, 1997 (inception) to December 31, 2002. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The cumulative consolidated statements of operations, stockholders' equity, and cash flows for the period June 27, 1997 (inception) to December 31, 2002 include amounts for the period from June 27, 1997 (inception) to December 31, 1997 and for each of the years in the three-year period ending December 31, 2000, which were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the period June 27, 1997 through December 31, 2000 is based solely on the report of other auditors. 

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion. 

 

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Plug Power Inc. and subsidiary (a development stage enterprise) as of December 31, 2002 and 2001, and the results of their operations and their cash flows for the years ended December 31, 2002 and 2001 and for the period June 27, 1997 (inception) to December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. 

 

KPMG LLP 

 

Albany, New York 

February 7, 2003, except as to 

Note 15 which is as 

of March 25, 2003 

 

F-2 
**Report of Independent Accountants 

 

To the Board of Directors and Stockholders of Plug Power Inc. and Subsidiary: 

 

In our opinion, the accompanying consolidated statements of operations, stockholders' equity and cash flows of Plug Power Inc. and its subsidiary (a development stage enterprise) present fairly, in all material respects the results of their operations and their cash flows for the year ended December 31, 2000 and, cumulatively, for the period from June 27, 1997 (date of inception) to December 31, 2000 (not separately presented herein) in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 

 

PRICEWATERHOUSECOOPERS LLP 
 

Albany, New York 

February 9, 2001 

 

F-3 
**PLUG POWER INC. and Subsidiary 

(A Development Stage Enterprise) 

 
**Consolidated Balance Sheets 

 

 
  
 
  
 **Assets
  
 **December 31, 2002**
 
  
 **December 31, 2001**
 
Current assets:
  
 
 
  
 
 
Cash and cash equivalents
  
27,257,641
 
  
53,648,145
 
Restricted cash
  
325,000
 
  
310,000
 
Marketable securities
  
28,590,378
 
  
39,034,314
 
Accounts receivable
  
4,145,328
 
  
2,608,321
 
Inventory
  
2,031,995
 
  
2,271,278
 
Prepaid development costs
  
2,145,265
 
  
1,760,131
 
Prepaid expenses and other current assets
  
2,639,630
 
  
932,719
 
 
    
    
Total current assets
  
67,135,237
 
  
100,564,908
 
Restricted cash
  
4,675,274
 
  
5,000,274
 
Property, plant and equipment, net
  
26,320,676
 
  
30,240,631
 
Intangible asset
  
514,847
 
  
3,470,139
 
Investment in affiliates
  
9,488,762
 
  
11,498,000
 
Other assets
  
547,995
 
  
600,055
 
 
    
    
Total assets
  
108,682,791
 
  
151,374,007
 
 
    
    **Liabilities and Stockholders' Equity
  
 
 
  
 
 
Current liabilities:
  
 
 
  
 
 
Accounts payable
  
947,839
 
  
762,972
 
Accrued expenses
  
3,103,135
 
  
3,421,106
 
Deferred revenue
  
5,878,784
 
  
5,684,793
 
Current portion of capital lease obligation and long-term debt
  
329,706
 
  
330,072
 
 
    
    
Total current liabilities
  
10,259,464
 
  
10,198,943
 
Long-term debt
  
4,644,288
 
  
5,000,274
 
Deferred revenue
  
200,000
 
  
400,000
 
Capital lease obligation
  
-  
 
  
4,706
 
Other liabilities
  
882,271
 
  
767,193
 
 
    
    
Total liabilities
  
15,986,023
 
  
16,371,116
 
 
    
    
Commitments and contingencies
  
 
 
  
 
 
Stockholders' equity:
  
 
 
  
 
 
Preferred stock, $0.01 par value per share; 5,000,000 shares authorized; none issued and outstanding
  
-  
 
  
-  
 
Common stock, $0.01 par value per share; 245,000,000 shares authorized at December 31, 2002 and December 31, 2001; 50,997,073 shares issued and outstanding, December 31, 2002 and 50,322,928 shares issued and outstanding, December 31, 2001
  
509,971
 
  
503,229
 
Paid-in capital
  
347,747,664
 
  
342,842,203
 
Deficit accumulated during the development stage
  
(255,560,867
)
  
(208,342,541
)
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