40-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 40-F

(Check One)

☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☒	Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended December 31, 2018                                                    Commission file number: 000-31815

HYDROGENICS CORPORATION –

CORPORATION HYDROGÉNIQUE

(Exact name of registrant as specified in its charter)

Canada	2810	98-0644202
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number (if applicable))	(I.R.S. Employer Identification Number)

220 Admiral Boulevard

Mississauga, Ontario L5T 2N6

(905) 361-3660

(Address and Telephone Number of Registrant’s Principal Executive Offices)

CT Corporation

28 Liberty St.

New York, New York 10005

(212) 894-8940

(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent For Service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of Each Class	Name Of Exchange On Which Registered
Common Shares	The NASDAQ Global Market

____________

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

☒ Annual Information Form ☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 15,436,879 Common Shares

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒    No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes  ☒    No   ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company      Yes  ☐   No   ☒  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.    ☐ 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. 

Principal Documents

The following documents of Hydrogenics Corporation (the “Registrant” or the “Company”) are filed as exhibits to this annual report and are incorporated by reference herein:

• the Registrant’s Annual Information Form for the year ended December 31, 2018

• the Registrant’s Audited Consolidated Financial Statements for the years ended December 31, 2018 and 2017; and

• the Registrant’s Management’s Discussion and Analysis for the year ended December 31, 2018.

Forward Looking Statements

This report contains forward-looking statements concerning anticipated developments in the operations of the Company in future periods, planned development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “estimates,” “projects,” “strategy,” “believes,” “anticipates,” “intends,” “expects,” “plans,” “predicts,” “may,” “should,” “will,” “could,” “seeks,” “continues,” “potential” and similar expressions, or the negative or other variations of these words, or other comparable words and phrases. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the Annual Information Form incorporated by reference in this report.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and the Company assumes no obligation to update or revise such forward-looking statements to reflect new events or circumstances except as required by applicable law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

Additional Disclosure

Certifications and Disclosure Regarding Controls and Procedures.

(a) Certifications. See Exhibits 99.4 to 99.7 to this annual report on Form 40-F.

(b) Disclosure Controls and Procedures. The required disclosure is included in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.

(c) Management’s Annual Report on Internal Control Over Financial Reporting. The required disclosure is included in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.

(d) Attestation Report of the Registered Public Accounting Firm. The attestation report of PricewaterhouseCoopers LLP is included in the Independent Audit Report included in the Registrant’s audited consolidated financial statements attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(e) Changes in Internal Control Over Financial Reporting. During the fiscal year ended December 31, 2018, there were no changes in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Notices Pursuant to Regulation BTR.

None.

Identification of the Audit Committee and Audit Committee Financial Expert

The required disclosure is included in the Annual Information Form, under the heading “Audit Committee Matters”, which is incorporated herein by reference to Exhibit 99.3. The Audit Committee has at least one member, David C. Ferguson, who qualifies as an audit committee financial expert under applicable securities regulations.

Code of Ethics

The Registrant has adopted a code of ethics that applies to all members of its Board of Directors, as well as its officers and employees. A copy of the code of ethics was previously filed with the Securities and Exchange Commission, is posted on the Registrant’s Internet website at www.hydrogenics.com, and is available in print to any person without charge, upon written request to the corporate secretary of the Registrant. No waivers of the code of ethics have been granted to any principal officer of the Registrant or any person performing similar functions.

Principal Accountant Fees and Services

The required disclosure is included in the Annual Information Form, under the heading “Audit Committee Matters”, which is incorporated herein by reference to Exhibit 99.3.

Off-Balance Sheet Arrangements

The required disclosure is included under the headings “Contractual Obligations” and “Contingent Off-Balance Sheet Arrangements” in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2. The information pertaining to the Registrant’s indemnification arrangements contained in the Annual Information Form, under the heading “Material Contracts”, is also incorporated herein by reference to Exhibit 99.3.

Tabular Disclosure of Contractual Obligations

The following table lists, as of December 31, 2018, information with respect to our contractual obligations (dollar amounts are expressed in thousands of U.S. dollars):

			Less than						After
	Total		1 year		1-3 years		4-5 years		5 years
Long-term debt1, including current portion	$	10,225	$	3,753	$	6,472	$	-	$	-
Operating leases		3,934		1,088		1,608		678		560
Purchase obligations		14,145		13,982		163		-		-
Capital lease		33		7		21		5		-
Total contractual obligations2,3	$	28,337	$	18,830	$	8,264	$	683	$	560

1. Represents the undiscounted amounts payable.

2. The table excludes the DSU liability of $730 included in our current liabilities, which are only settled once a director resigns.

3. The table excludes the warrants liability of $11 included in financial liabilities.

The additional required disclosure is included under the heading “Contractual Obligations” and “Contingent Off-Balance Sheet Arrangements” in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.

NASDAQ Corporate Governance

The Registrant’s common shares are listed on the NASDAQ Global Market (“Nasdaq”). Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer, such as the Registrant, to follow its home country practice in lieu of most of the requirements of the 5600 Series of the Nasdaq Marketplace Rules, provided, however, that such an issuer shall: comply with Rules 5625 (regarding notification of material non-compliance); 5640 (regarding voting rights), have an Audit Committee that satisfies Rule 5605(c)(3); and ensure that such Audit Committee’s members meet the independence requirements in Rule 5605(c)(2)(A)(ii). We do not intend to follow Rule 5620(c) (shareholder quorum) and Rule 5605(b) (majority independent director requirement) but instead will follow the practice described below.

Shareholder Meeting Quorum Requirements. The Nasdaq minimum quorum requirement under Rule 5620(c) for a shareholder meeting is 33-1/3% of the outstanding shares of common stock. In addition, a company listed on Nasdaq is required to state its quorum requirement in its by-laws. On March 7, 2008, our Board of Directors approved an amendment to our by-laws to provide that the quorum requirement for a meeting of our shareholders is two persons present in person or represented by proxy holding in the aggregate not less than 25% of the outstanding common shares entitled to vote at the meeting. This amendment was approved by our shareholders at an annual and special meeting of shareholders on May 6, 2008. We believe the foregoing is consistent with Canadian public companies and consistent with corporate governance best practices in Canada.

Independent Director Requirements. Nasdaq Rule 5605(b) requires a majority of independent directors on the Board of Directors and that the independent directors convene regularly scheduled meetings at least twice a year at which only independent directors are present. The CBCA requires a “distributing corporation” to have at least two directors who are not officers or employees of the corporation or its affiliates. There are seven members of our Board. Five of the Company’s directors are “independent.” The Board’s determination as to each director’s independence is made with reference to definitions under applicable securities laws and stock exchange regulations. In order to facilitate open and candid discussions among independent directors, independent directors may meet at the end of each regularly scheduled Board meeting, in an in-camera session without the non-independent members. From time to time, the independent directors will have a special meeting with only independent directors. In addition, we believe the fact that our Audit Committee and Human Resources and Corporate Governance Committee are both composed entirely of independent directors facilitates the Board’s exercise of independent judgment. The Human Resources and Corporate Governance Committee has oversight over executive compensation and director nominations.

Compensation Committee Independence. Nasdaq Marketplace Rule 5605(d)(3)(D) provides that a listed issuer’s compensation committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser only after taking into account certain independence factors. We follow applicable Canadian laws with respect to compensation consultants, legal counsel and other advisers to our Human Resources and Corporate Governance Committee. Applicable Canadian securities legislation does not specifically require us to consider potential conflicts of interest on the part of compensation consultants, legal counsel and other advisers to the compensation committee, but best practices dictate that we disclose any such conflicts in our management proxy circular.

MINE SAFETY DISCLOSURES

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977, as amended (the “Mine Act”). During the fiscal year ended December 31, 2018, the Registrant did not have any mines in the United States subject to regulation by MSHA under the Mine Act.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B. Consent to Service of Process

The Registrant has previously filed with the Commission an Appointment of Agent for Service of Process and Undertaking on Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the SEC by amendment to Form F-X referencing the file number of the Registrant.

SIGNATURES

Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 19, 2019	HYDROGENICS CORPORATION -
	CORPORATION HYDROGÉNIQUE
		By:	/s/ Marc Beisheim
			Name: Marc Beisheim
			Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
	Annual Information
99.1	Hydrogenics Corporation Consolidated Financial Statements for the years ended December 31, 2018 and 2017
99.2	Hydrogenics Corporation Management’s Discussion and Analysis for the year ended December 31, 2018
99.3	Annual Information Form for Hydrogenics Corporation dated as of March 19, 2019
99.4	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
99.5	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
99.6	Section 1350 Certification of Chief Executive Officer
99.7	Section 1350 Certification of Chief Financial Officer
99.8	Consent of PricewaterhouseCoopers LLP

EX-99.1

Exhibit 99.1

Hydrogenics Corporation

2018 Consolidated Financial Statements

Management’s Responsibility for Financial Reporting

Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements have been prepared by management and approved by the Board of Directors of Hydrogenics Corporation (the “Company”). The consolidated financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and where appropriate, reflect management’s best estimates and judgments. Where alternative accounting methods exist, management has chosen those methods considered most appropriate in the circumstances. Management is responsible for the accuracy, integrity and objectivity of the consolidated financial statements within reasonable limits of materiality, and for maintaining a system of internal controls over financial reporting as described in “Management’s Report on Internal Control Over Financial Reporting.” Management is also responsible for the preparation and presentation of other financial information included in the Annual Report and its consistency with the consolidated financial statements.

The Audit Committee, which is appointed annually by the Board of Directors and comprised exclusively of independent directors, meets with management as well as with the independent auditors to satisfy itself that management is properly discharging its financial reporting responsibilities and to review the consolidated financial statements and the independent auditors’ report.

The Audit Committee reports its findings to the Board of Directors for consideration in approving the consolidated financial statements for presentation to the shareholders.

The Audit Committee considers, for review by the Board of Directors and approval by the shareholders, the engagement or reappointment of the independent auditors.

The shareholders’ auditors have full access to the Audit Committee, with and without management being present, to discuss the consolidated financial statements and to report their findings from the audit process. The consolidated financial statements have been audited by the shareholders’ independent auditors, PricewaterhouseCoopers LLP, Chartered Professional Accountants, and their report is provided herein.

Daryl C. F. Wilson President and Chief Executive Officer	Marc Beisheim Chief Financial Officer

March 15, 2019

Mississauga, Ontario

2018 Consolidated Financial Statements Page 2

Hydrogenics Corporation

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the President and Chief Executive Officer and the Chief Financial Officer and is effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). It includes those policies and procedures that:

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements;

• pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions related to and dispositions of the Company’s assets; and

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRS, and that the Company’s receipts and expenditures are made only in accordance with authorizations of management and the Company’s directors.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, 2018, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission as published in 2013. Based on this assessment and those criteria, management concluded that as at December 31, 2018, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2018 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in the Company’s audited financial statements.

Daryl C. F. Wilson President and Chief Executive Officer	Marc Beisheim Chief Financial Officer

March 15, 2019

Mississauga, Ontario

2018 Consolidated Financial Statements Page 3

Hydrogenics Corporation

Report of Independent Registered Public Accounting Firm

To the Directors and Shareholders of Hydrogenics Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Hydrogenics Corporation and its subsidiaries (together, the Company) as of December 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and their financial performance and their cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Change in accounting principles

As discussed in Note 5 to the consolidated financial statements, the Company changed the manner in which it accounts for revenue in 2018.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

2018 Consolidated Financial Statements Page 4

Hydrogenics Corporation

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Chartered Professional Accountants, Licensed Public Accountants

Oakville, Canada

March 15, 2019

We have served as the Company's auditor since 1999.

2018 Consolidated Financial Statements Page 5

Hydrogenics Corporation

Hydrogenics Corporation

Consolidated Balance Sheets

(in thousands of US dollars)

		December 31, 2018			December 31, 2017			January 1, 2017
	Note				Restated (Note 5)			Restated (Note 5)
Assets
Current assets
Cash and cash equivalents	7	$	7,561		$	21,511		$	10,338
Restricted cash	7		935			435			405
Trade and other receivables	8		6,728			8,736			5,144
Contract assets	9		4,534			6,578			5,572
Inventories	10		17,174			15,048			17,130
Prepaid expenses	11		1,960			1,374			1,198
			38,892			53,682			39,787
Non-current assets
Restricted cash	7		241			468			535
Contract assets	9		1,689			645			–
Investment in joint ventures	12		1,644			2,797			1,750
Property, plant and equipment	13		2,867			3,874			4,095
Intangible assets	14		232			180			203
Goodwill	15		4,359			4,569			4,019
			11,032			12,533			10,602
Total assets		$	49,924		$	66,215		$	50,389
Liabilities
Current liabilities
Operating borrowings	19	$	–		$	1,200		$	2,111
Trade and other payables	16		9,068			9,736			7,235
Contract liabilities	9		14,581			11,821			10,268
Financial liabilities	17		3,359			4,913			3,939
Provisions	18		2,041			1,744			2,045
Deferred funding			1,744			880			508
			30,793			30,294			26,106
Non-current liabilities
Other liabilities	20		5,711			8,516			9,262
Contract liabilities	9		1,420			2,223			3,494
Provisions	18		810			976			841
Deferred funding			229			33			12
			8,170			11,748			13,609
Total liabilities			38,963			42,042			39,715
Share capital	21		387,911			387,746			365,923
Contributed surplus			20,717			19,885			19,255
Accumulated other comprehensive loss			(2,681	)		(1,811	)		(3,623	)
Deficit			(394,986	)		(381,647	)		(370,881	)
Total equity			10,961			24,173			10,674
Total equity and liabilities		$	49,924		$	66,215		$	50,389

Guarantees and Commitments and Contingencies (notes 19 and 31)

Subsequent Events (note 37)

Douglas S. Alexander Chair	David C. Ferguson Director

The accompanying notes form an integral part of these consolidated financial statements.

2018 Consolidated Financial Statements Page 6

Hydrogenics Corporation

Hydrogenics Corporation

Consolidated Statements of Operations and Comprehensive Loss

For the years ended December 31,

(in thousands of US dollars, except share and per share amounts)

	Note	2018			2017
					Restated (Note 5)
Revenues		$	33,896		$	48,115
Cost of sales			25,171			36,437
Gross profit			8,725			11,678
Operating expenses
Selling, general and administrative expenses	23		11,613			13,626
Research and product development expenses	24		7,486			6,376
			19,099			20,002
Loss from operations			(10,374	)		(8,324	)
Loss from joint ventures	12		(1,637	)		(334	)
Finance income (loss)
Interest expense, net on financial instruments measured at amortized cost			(1,469	)		(1,812	)
Foreign currency gains, net(1)			144			635
Other finance gains (losses), net	28		297			(931	)
Finance loss, net			(1,028	)		(2,108	)
Loss before income taxes			(13,039	)		(10,766	)
Income tax expense	29		300			–
Net loss for the year			(13,339	)		(10,766	)
Items that will not be reclassified subsequently to net loss:
Re-measurements of actuarial liability			70			98
Items that may be reclassified subsequently to net loss:
Exchange differences on translating foreign operations			(940	)		1,714
Comprehensive loss for the year		$	(14,209	)	$	(8,954	)
Net loss per share - basic and diluted	30	$	(0.86	)	$	(0.77	)
Weighted average number of common shares outstanding, basic and diluted	30		15,441,947			13,947,636

(1) Foreign currency gains (losses) include a gain of $223 on borrowings for the year ended December 31, 2018 (2017 – loss of $223).

The accompanying notes form an integral part of these consolidated financial statements.

2018 Consolidated Financial Statements Page 7

Hydrogenics Corporation

Hydrogenics Corporation

Consolidated Statements of Changes in Equity

(in thousands of US dollars, except share and per share amounts)

													Accumulated
													other
		Common shares					Contributed						comprehensive			Total
	Note	Number			Amount		surplus			Deficit			loss(1)			equity
Balance at December 31, 2016			12,544,960		$	365,923	$	19,255		$	(371,173	)	$	(3,623	)	$	10,382
Change in accounting policy	5		–			–		–			292			–			292
Restated Balance at January 1, 2017			12,544,960			365,923		19,255			(370,881	)		(3,623	)		10,674
Net loss			–			–		–			(10,766	)		–			(10,766	)
Other comprehensive income			–			–		–			–			1,812			1,812
Total comprehensive income (loss)			–			–		–			(10,766	)		1,812			(8,954	)
Adjustment for partial shares on share consolidation			(1	)		–		–			–			–			–
Issuance of common shares	21		2,682,742			19,725		–			–			–			19,725
Warrants exercised	17		200,575			1,966		–			–			–			1,966
Issuance of common shares on exercise of stock options	22		4,400			36		(16	)		–			–			20
Issuance of common shares on vesting of performance share units	22		4,203			96		(96	)		–			–			–
Stock-based compensation expense	22		–			–		742			–			–			742
Balance at December 31, 2017			15,436,879		$	387,746	$	19,885		$	(381,647	)	$	(1,811	)	$	24,173
Net loss			–			–		–			(13,339	)		–			(13,339	)
Other comprehensive loss			–			–		–			–			(870	)		(870	)
Total comprehensive loss			–			–		–			(13,339	)		(870	)		(14,209	)
Issuance of common shares on  vesting of performance share units	22		4,204			96		(96	)		–			–			–
Issuance of common shares on exercise of stock options	22		6,400			69		(29	)		–			–			40
Stock-based compensation expense	22		–			–		957			–			–			957
Balance at December 31, 2018			15,447,483		$	387,911	$	20,717		$	(394,986	)	$	(2,681	)	$	10,961

(1) Accumulated other comprehensive loss represents currency translation adjustments of ($2,719) as of December 31, 2018 (2017 – $1,779), and a gain on re-measurement of actuarial liability of $27 as of December 31, 2018 (2017 – loss of $43)

The authorized share capital of the Company consists of an unlimited number of common shares, with no par value, and an unlimited number of preferred shares in series, with no par value.

The accompanying notes form an integral part of these consolidated financial statements.

2018 Consolidated Financial Statements Page 8

Hydrogenics Corporation

Hydrogenics Corporation

Consolidated Statements of Cash Flows

For the years ended December 31,

(in thousands of US dollars)

	Note		2018			2017
						Restated (Note 5)
Cash and cash equivalents provided by (used in):
Operating activities
Net loss for the year		$	(13,339	)	$	(10,766	)
Decrease (increase) in restricted cash			(304	)		134
Items not affecting cash:
Loss (gain) on disposal of property, plant and equipment			(11	)		131
Amortization and depreciation	13,14		706			672
Loss (gain) from change in fair value of warrants	17		(398	)		675
Unrealized foreign exchange (gain) loss			(353	)		494
Unrealized loss from joint ventures	12		1,637			334
Accreted interest and fair value adjustment	20		1,650			2,075
Stock-based compensation	22		957			742
Stock-based compensation – DSUs	22		(676	)		950
Net change in non-cash operating assets and liabilities	33		1,750			(223	)
Cash used in operating activities			(8,381	)		(4,782	)
Investing activities
Investment in joint venture	12		–			(93	)
Purchase of property, plant and equipment	13		(1,001	)		(3,920	)
Receipt of government funding			974			1,792
Proceeds from disposals of property, plant and equipment	12		700			1,035
Purchase of intangible assets	14		(125	)		(25	)
Cash provided by (used in) investing activities			548			(1,211	)
Financing activities
Proceeds from common shares issued and stock options exercised, net of issuance costs	21, 22		40			19,745
Principal repayments of long-term debt	20		(3,120	)		(1,639	)
Exercise of warrants	17		–			1,374
Interest payments	20		(1,498	)		(1,274	)
Repayment of operating borrowings	19		(1,193	)		(873	)
Repayment of repayable government contributions			–			(171	)
Cash provided by (used in) financing activities			(5,771	)		17,162
Increase (decrease) in cash and cash equivalents during the year			(13,604	)		11,169
Cash and cash equivalents – Beginning of year			21,511			10,338
Effect of exchange rate fluctuations on cash and cash equivalents held			(346	)		4
Cash and cash equivalents – End of year		$	7,561		$	21,511

The accompanying notes form an integral part of these consolidated financial statements.

2018 Consolidated Financial Statements Page 9

Hydrogenics Corporation

Note 1 – Description of Business

Hydrogenics Corporation and its subsidiaries (“Hydrogenics” or the “Corporation” or the “Company”) design, develop and manufacture hydrogen generation products using water electrolysis technology (based on alkaline and proton exchange membrane (“PEM”) electrolyzers), and fuel cell products which convert hydrogen into electricity using PEM technology. The Company has manufacturing plants in Canada and Belgium, satellite facilities in Germany and the United States, and branch offices in Russia and Indonesia. Its products are sold throughout the world.

Hydrogenics is incorporated and domiciled in Canada. The address of the Company’s registered head office is 220 Admiral Boulevard, Mississauga, Ontario, Canada. The Company’s shares trade under the symbol “HYG” on the Toronto Stock Exchange and under the symbol “HYGS” on NASDAQ.

Note 2 – Basis of Preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applicable to the preparation of consolidated financial statements.

On March 14, 2019, the Board of Directors authorized the consolidated financial statements for issue.

Note 3 – Summary of Significant Accounting Policies

The consolidated financial statements of the Company include the accounts of Hydrogenics and its wholly-owned subsidiaries; Hydrogenics USA, Inc., Hydrogenics Europe N.V., and Hydrogenics Holding GmbH. All intercompany transactions, balances and unrealized gains or losses on transactions between group companies have been eliminated. Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with the policies adopted by the Company. Subsidiaries include all entities controlled by the Company. Control exists when the Company is exposed or has rights to variable returns from the Company’s involvement, and has the ability to affect those returns through the Company’s power over the subsidiary. The existence and potential voting rights presently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control was obtained by the Company and are deconsolidated from the date on which control ceased. The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value.

Investments in joint ventures

Investments in joint ventures, over which the Company has joint control, are accounted for using the equity method. Under the equity method of accounting, investments are initially recorded at cost, and the carrying amount is increased or decreased to recognize the Company’s share of the investee’s net profit or loss, including net profit or loss recognized in other comprehensive income (“OCI”), subsequent to the date of acquisition.

Foreign currency translation

Items included in the financial statements of each consolidated entity in the Company’s consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in US dollars, which is the functional currency of Hydrogenics Corporation (“the parent company”).

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the consolidated statements of operations and comprehensive loss.

2018 Consolidated Financial Statements Page 10

Hydrogenics Corporation

The functional currency of the Company’s subsidiaries located in Belgium and Germany is the euro, which is the currency of the primary economic environment in which these subsidiaries operate. The financial statements of these subsidiaries are translated into US dollars as follows: assets and liabilities, at the closing exchange rate at the dates of the consolidated balance sheets; and the income and expenses and other comprehensive income (loss), at the average exchange rate during the year as this is considered a reasonable approximation to the actual rates. All resulting foreign exchange changes are recognized in other comprehensive loss as cumulative translation adjustments.

Cash and cash equivalents and restricted cash

Cash equivalents are short-term, highly liquid investments that are readily convertible into known amounts of cash. Cash and cash equivalents, including restricted cash held as partial security for standby letters of credit and letters of guarantee, include cash on hand, deposits held with banks and other short-term, highly liquid investments with original maturities of three months or less.

Financial instruments (excluding hedging activities)

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVPL”), at fair value through other comprehensive income (loss) (“FVOCI”) or at amortized cost. The Company determines the classification of financial assets and liabilities at initial recognition. The classification of the Company’s financial assets and liabilities is disclosed in note 35.

(ii) Measurement

Amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value (except for trade receivables that do not contain a significant financing component which are measured at the transaction price) plus or minus transaction costs and subsequently carried at amortized cost less any impairment.

Fair value through profit and loss

Financial assets and liabilities carried at FVPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of operations and comprehensive loss. Derivatives are included in this category unless designated as hedges. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVPL are included in the consolidated statements of operations and comprehensive loss within other gains and losses in the period in which they arise.

Fair value through other comprehensive income

Financial assets carried at FVOCI are measured at fair value. Interest, dividends and impairment gains and losses are recognized in the consolidated statement of operations on the same basis as for amortized cost assets. Changes in fair value are recognized initially in other comprehensive income. When the assets are derecognized or reclassified the cumulative changes in fair value are reclassified to the consolidated statement of operations (except where they relate to investments in equity instruments). The Company has no financial instruments measured at fair value through other comprehensive loss.

(iii) Impairment of financial assets at amortized cost

For trade receivables and contract assets, the Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which requires the use of the lifetime expected loss provision for all trade receivables and contract assets based on the Company’s historical default rates over the expected life of the trade receivables adjusted for forward-looking estimates (see note 35).

2018 Consolidated Financial Statements Page 11

Hydrogenics Corporation

(iv) Derecognition

i. Financial assets - The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are recognized in the consolidated statements of operations and comprehensive loss.

ii. Financial liabilities - The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of operations and comprehensive loss.

Derivatives and hedging activities

The Company periodically holds derivative financial instruments to hedge its foreign currency risk exposures that are designated as the hedging instrument in a hedge relationship. On initial designation of the hedge, the Company formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125%.

For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income. Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in other comprehensive income and presented in unrealized gains/losses on cash flow hedges in equity. The amount recognized in other comprehensive income is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the consolidated statements of operations and comprehensive loss as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in other comprehensive income and presented in unrealized gains/losses on cash flow hedges in equity remains there until the forecast transaction affects profit or loss. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss. In other cases the amount recognized in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit or loss.

Inventories

Raw materials, work-in-progress and finished goods are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. Inventory costs include the cost of material, labour, variable overhead and an allocation of fixed manufacturing overhead including amortization based on normal production volumes. Net realizable value is the estimated selling price less estimated costs of completion and applicable selling expenses. If the carrying value exceeds the net realizable amount, a write-down is recognized. The write-down may be reversed in a subsequent period if the circumstances causing it no longer exist.

2018 Consolidated Financial Statements Page 12

Hydrogenics Corporation

Property, plant and equipment

Property, plant and equipment are stated at cost less government grants, accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying value or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The cost and accumulated depreciation of replaced assets are derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of operations and comprehensive loss during the period in which they are incurred.

Depreciation is calculated on a diminishing balance method to depreciate the cost of the assets to their residual values over their estimated useful lives. The depreciation rates applicable to each category of property, plant and equipment are as follows:

Plant and Test equipment	30% per annum
Furniture and equipment	20% – 30% per annum
Computer hardware	30% per annum
Automobiles	30% per annum
Leasehold improvements	Straight-line over the term of the lease

Residual values, method of depreciation and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

Construction-in-progress assets are not depreciated until such time they are available for use. Depreciation ceases at the earlier of the date the asset is classified as held-for-sale and the date the asset is derecognized.

Gains and losses on disposals of property, plant and equipment are determined by comparing the proceeds with the carrying value of the asset and are included as part of other gains and losses in the consolidated statements of operations and comprehensive loss.

Intangible assets

The Company’s intangible assets consist of computer software with finite useful lives. These assets are capitalized and amortized over their useful lives using the diminishing balance method of 30% per annum. Costs associated with maintaining computer software programs are recognized as an expense as incurred. The method of amortization and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

Goodwill

Goodwill is recognized as the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the fair value of the net identifiable assets acquired and liabilities assumed, as of the acquisition date. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill acquired in business combinations is allocated to groups of cash generating units (“CGU”) that are expected to benefit from the synergies of the combination. The goodwill recorded in the Company’s consolidated financial statements relates to the OnSite Generation CGU.

Impairment long-lived assets

Property, plant and equipment and definite life intangible assets are tested for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Intangible assets with an indefinite useful life or intangible assets not yet available-for-use are subject to an annual impairment test. When events or changes in circumstances indicate impairment, impairment test is performed earlier than annual. For the purpose of measuring recoverable values, assets are grouped at the lowest levels for which there are separately identifiable cash inflows being the CGU. Goodwill is not amortized but is reviewed for impairment annually or at any time an indicator of impairment exists. A goodwill CGU represents the lowest level within an entity at which goodwill is monitored for internal management purposes, which is not higher than an operating segment.

2018 Consolidated Financial Statements Page 13

Hydrogenics Corporation

For the long-lived asset impairment test, the recoverable value is the higher of an asset or CGU’s fair value less costs of disposal and value in use. An impairment loss is recognized for the value by which the asset or CGU’s carrying value exceeds its recoverable value.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Corporation has two segments which are OnSite Generation and Power Systems. OnSite Generation includes the design, development, manufacture and sale of hydrogen generation products. Power Systems includes the design, development, manufacture and sale of fuel cell products.

Provisions and product warranties

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured based on management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to their present value where the effect is material.

Provisions for the estimated cost of installation, start up and commissioning services related to the sale of equipment are recognized at the time of sale where the costs are insignificant in the context of the total contract and where the customer believes they are buying a final installed working product rather than the individual collection of products and services. These costs are revised if circumstances change and any resulting increase or decrease in estimated costs is reflected in the consolidated statement of operations and comprehensive loss in the period in which the circumstances that give rise to the revision become known by management.

Additionally, the Company performs evaluations to identify onerous contracts and where applicable, records provisions for such contracts. Onerous contracts are those in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from the failure to fulfill it.

The Company typically provides a warranty for parts and/or labour for up to two years or based on time or certain operating specifications, such as hours of operation. In establishing the warranty provision, the Company estimates the likelihood that products sold will experience warranty claims and the estimated cost to resolve claims received, taking into account the nature of the contract and past and projected experience with the products. Provisions are reviewed at each consolidated balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that a payment to settle the obligation will be incurred, the provision is reversed.

Warrants

The Company’s warrants include anti-dilution provisions, and as a result have been classified as financial liabilities, and are recorded at their fair value with changes in fair value reflected in the consolidated statements of operations and comprehensive loss.

2018 Consolidated Financial Statements Page 14

Hydrogenics Corporation

Leases

Leases are classified as finance leases when the lease arrangement transfers substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The assets held under a finance lease are recognized as assets at the lower of the following two values: the present value of the minimum lease payments under the lease arrangement or their fair value determined at inception of the lease. The corresponding obligation to the lessor is accounted for as long-term debt. These assets are depreciated over the shorter of the useful life of the assets and the lease term when there is no reasonable certainty the Company will obtain ownership by the end of the lease term. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statements of operations and comprehensive loss on a straight-line basis over the period of the lease.

Research and product development

The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available-for-use or sale; (ii) its intention to complete the intangible asset and use or sell it; (iii) its ability to use or sell the intangible asset; (iv) how the intangible asset will generate probable future economic benefits; (v) the availability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset; and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Capitalized costs are amortized over their estimated useful lives. No government grants have been capitalized to date.

Government assistance

Funding for research and product development includes government and non-government research and product development support. Government research and product development funding is recognized when there is reasonable assurance the Company has complied with the conditions attached to the funding arrangement and is recognized as the applicable costs are incurred. Non-governmental funding is recognized when the Company becomes party to the contractual provisions of the funding agreement and is recognized as the applicable costs are incurred. Research and product development funding is presented as a reduction in research and product development expenses unless it is for reimbursement of an asset, in which case, it is accounted for as a reduction in the carrying amount of the applicable asset. Where the Company receives government contributions that include fixed terms of repayment, a financial liability is recognized and measured as an amortized cost financial liability, as discussed above.

Revenue recognition

The Company’s business is to develop and sell electrolyser and fuel cell products and provide related services. The equipment and services are sold both on their own and bundled together as a package of goods and/or services.

(a) Sale of equipment

Material promises within a contract to deliver distinct goods and services are accounted for as separate performance obligations and the contract price is allocated between each performance obligation based upon their relative stand-alone selling prices. Revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods and services to the customer. For contracts with customers in which the sale of equipment is generally expected to be the only performance obligation, the Company recognizes revenue at the point in time when control of the asset is transferred to the customer. Control normally passes upon shipment unless the company enters into a bill and hold arrangement, in which case revenue is recognized upon readiness for shipment. The Company’s standard payment terms include a deposit upon order acceptance and payment in full prior to delivery. Startup and commissioning services, if applicable, are invoiced upon completion of the service.

2018 Consolidated Financial Statements Page 15

Hydrogenics Corporation

(i) Variable consideration

Some contracts with customers provide trade discounts, exclusivity, license, sales-based royalties and/or volume rebates and discounts and give rise to variable consideration. Variable consideration is estimated at contract inception and updated prospectively for any changes to the estimates. Variable consideration is only included in the transaction price to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

(ii) Warranty obligations

The Company provides for warranties for general repairs but does not generally provide extended warranties in its contracts with customers. As such, most existing warranties are assurance-type warranties which will continue to be accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. For non-standard contracts where the Company provides extended warranties, they are accounted for as separate performance obligations to which the Company allocates a portion of the transaction price.

(b) Long-term contracts

For long-term contracts, such as customer-specific product development contracts, control of the promised goods and services are generally transferred to the customers over time as performance obligations are satisfied. Revenue is recognized over time using input methods based on the measure of the progress towards complete satisfaction of that performance obligation. Under this method, the revenue recognized equals the latest estimate of the total transaction price of the contract multiplied by the actual completion rate, determined by reference to the costs incurred for the transaction and the estimated costs to complete the transaction.

The determination of the transaction price represents the contractually agreed amount, including change orders. A change order results from an official change to the scope of work to be performed compared to the original contract that was signed. The Company estimates costs separately for each customer specific development contract including the effects of change orders.

If circumstances arise that may change the estimated transaction price, the remaining costs or extent of progress toward completion, and estimates of revenues to be recorded are revised. These revisions may result in increases or decreased in estimated revenues or remaining costs to complete and are accounted for prospectively from the period in which the circumstances that give rise to the revision become known by management. If the outcome of a transaction cannot be estimated reliably, revenue is recognized only to the extent of the expenses recognized that are recoverable. When the outcome of a transaction cannot be estimated reliably, and it is not probable the costs incurred will be recovered, revenue is not recognized and the costs incurred are recognized as an expense. Once the uncertainty surrounding the outcome no longer exists, a cumulative catch up adjustment is recognized to record revenue related to prior performance that had not been recognized due to the inability to measure progress.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets reported on the consolidated balance sheet at the end of each reporting period.

(c) Rendering of services

The Company provides start-up, commissioning, installation, scheduled or unscheduled maintenance, both with and without parts and other product development services. These services are sold either on their own or bundled together with the sale of equipment to a customer. Where these performance obligations are not considered distinct (i.e. where the customer believes they are buying a final installed working product and are not buying the individual collection of products and services bundle), these services are combined into a single performance obligation and recognized on the same basis as the sale of the related equipment. Revenue from services deemed to be a separate performance obligation are recognized by reference to the stage of completion based upon relative stand-alone selling prices.

2018 Consolidated Financial Statements Page 16

Hydrogenics Corporation

(d) Technology transfer, license and exclusivity arrangements

When a single performance obligation includes technology transfer, license of intellectual property or exclusivity arrangements and one or more other goods or services, the Company considers the nature of the combined good or service for which the customer has contracted in determining whether that combined good or service is satisfied over time or at a point in time, and if over time, in selecting an appropriate method for measuring progress.

Revenues from sales-based royalties promised in exchange for a license of intellectual property are recognized as revenue at the later of the date the product subject to the royalty is sold by the licensee, or when the performance obligation to which the sales-based royalty has been allocated is satisfied.

(e) Contract assets

The Company recognizes contract assets depending on the relationship between the Company’s performance obligation and the contract payment terms. A trade receivable is separately recorded only when the Company has an unconditional right to the consideration. For long-term development contracts and OnSite Generation contracts in particular, customers usually retain a small portion of the contract price until completion of the service, installation and commissioning, which generally result in revenue in excess of billings which are presented as contract assets on the consolidated balance sheet. The associated provisions for future costs to complete this work are recorded in provisions.

(f) Contract liabilities

The Company may receive advances from customers upon contract execution for which revenue is expected to occur within 12 months. These are deferred within contract liabilities until recognition in revenue as or when the performance obligation is satisfied. In relation to licensing arrangements, upfront license fees considered to consist of a single performance obligation, including a license of intellectual property and one or more other goods or services, are deferred in contract liabilities until recognition in revenue as or when the combined performance obligation is satisfied. For contracts that require customers to pay long-term advances, the payment terms are structured primarily for reasons other than the provision of finance to the Company; notably, to meet working capital demands, to ensure the customers follow through with their purchase orders, to ensure an incentive to not terminate the contract for any reasons, including economic, or to mitigate a history of late payments. Other long-term customer advances are analyzed to determine whether there is a significant financing component in its contracts and are accounted for separately.

(g) Incremental costs

The Company incurs incremental costs like sales agent commissions for obtaining the contract or to fulfill a contract. These costs are deferred within prepaids for contracts expected to be delivered after more than one year and expensed as the contract is delivered. Where there is a retrospective step up in the sales agent commission on a sale as a result of the salesperson reaching a new cumulative sales threshold, the Company allocates the commission between the contract in question and the preceding contracts in the year that contributed to the agent reaching the threshold. The commission related to any contract that has already been recorded as revenue is expensed while the commission corresponding to contract revenue that has not yet been recorded is capitalized and expensed simultaneously with the related contract revenue.

Cost of sales

Cost of sales for products includes the cost of finished goods inventory and the costs related to shipping and handling. Cost of sales for service includes direct labour and additional direct and indirect expenses.

Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

2018 Consolidated Financial Statements Page 17

Hydrogenics Corporation

Post-retirement benefit liabilities

The Company has a post-retirement benefit obligation with respect to the Belgium subsidiary related to a defined contribution plan. Under Belgian law, a guaranteed return on the contributions is required and as a result this is accounted for as a defined benefit plan. The Company has recorded a long-term liability associated with this plan for the present value of the obligation at the consolidated balance sheet dates. Changes in the fair value of this liability represent actuarial gains and losses arising from experience adjustments and are charged/credited to equity in other comprehensive loss.

Stock-based compensation

The Company’s stock-based compensation plans are summarized below:

(i) Stock options

The Company grants stock options to certain employees. Stock options vest 25% one year from the date of grant and annually thereafter over three more years and expire after ten years. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized (with a corresponding adjustment to contributed surplus) over the tranche’s vesting period, and is based on the estimated number of instruments expected to vest, which are then reestimated at the reporting dates to the extent that subsequent information indicates the actual number of instruments expected to vest is likely to differ from previous estimates. When options are exercised the Company issues new shares and the proceeds received net of any directly attributable transaction costs are credited to share capital at exercise price and the difference is adjusted to contributed surplus.

(ii) Restricted share units (“RSU”)

The Company grants RSUs to certain employees. The RSUs will be settled in the Company’s shares. The cost of the Company’s RSUs is charged to selling, general and administrative expenses using the cliff vesting method. RSUs vest three years from grant date. The fair value of each grant of RSUs is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, included in selling, general and administrative expenses, based on the fair value of the awards granted, is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus.

(iii) Deferred share units (“DSU”)

The Company grants DSUs to directors as part of their compensation. The DSUs vest upon grant and are settled in cash. The vested DSUs are marked-to-market at the end of each reporting period based on the closing price of the Company’s shares with the change in fair value recorded in selling, general and administrative expenses. The Company has set up a liability in the consolidated balance sheets, included within financial liabilities, for the fair value of the vested DSUs.

(iv) Performance share units (“PSU”)

The Company has granted PSUs to certain employees. The PSUs will be settled in the Company’s common shares. The cost of the Company’s PSUs is charged to selling, general and administrative expenses using the graded vesting method. The fair value of the vested share units is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, based on the fair value of the awards granted, excluding the impact of any non-market service and performance vesting conditions, is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus. Non-market vesting conditions are considered in making assumptions about the number of awards that are expected to vest. At each reporting date, the Company reassesses its estimates of the number of awards that are expected to vest and recognizes the impact of any revision in the consolidated statements of operations and comprehensive loss with a corresponding adjustment to contributed surplus.

2018 Consolidated Financial Statements Page 18

Hydrogenics Corporation

Income taxes

Income tax expense comprises current income tax expense and deferred income tax expense. Income tax expense is recognized in the consolidated statements of operations and comprehensive loss, except to the extent that it relates to items recognized directly in equity, in which case, income taxes are also recognized directly in equity. Current income taxes are the expected taxes payable on the taxable income for the year, using income tax rates enacted at the end of the reporting period, and any adjustment to income taxes payable in respect of previous years. Withholding taxes deducted from license fee revenues by foreign jurisdictions are accounted for and presented as income taxes in the consolidated statement of operations.

In general, deferred income taxes are the amount of income taxes expected to be paid or recoverable in future periods in respect of temporary differences, carry-forwards of unused non-capital tax losses and carry-forwards of unused tax credits. Deferred income taxes arise between the tax base and their carrying values in the consolidated financial statements as well as on unused tax losses and tax credits. Deferred income taxes are determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the consolidated balance sheet dates and are expected to apply when the deferred income tax asset or liability is settled.

Deferred income taxes are provided on temporary differences arising on investments in subsidiaries and associates, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses and tax credits can be utilized. The carrying value of deferred income tax assets is reviewed at each consolidated balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be recovered. Deferred income tax liabilities are not recognized on temporary differences that arise from goodwill, which is not deductible for tax purposes. Deferred income tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of certain assets and liabilities acquired other than in a business combination. Deferred income tax assets and liabilities are presented as non-current.

Net loss per share

Basic net loss per share is calculated based on the weighted average number of common shares outstanding for the year. Diluted net loss per share is calculated using the weighted average number of common shares outstanding for the year for basic net loss per share plus the weighted average number of potential dilutive shares that would have been outstanding during the year had all potential common shares been issued at the beginning of the year or when the underlying stock options or warrants were granted, if later, unless they were anti-dilutive. The treasury stock method is used to determine the incremental number of shares that would have been outstanding had the Company used proceeds from the exercise of stock options and warrants to acquire common shares.

Note 4 – Significant Accounting Judgments and Estimation Uncertainties

Critical accounting estimates and judgments

The preparation of consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes to the consolidated financial statements. These estimates are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Significant areas requiring the Company to make estimates include revenue recognition and contract accounting, warranty provisions, goodwill impairment and going concern.

These estimates and judgments are further discussed below:

(i) Revenue recognition

Significant areas requiring the Company to make estimates impacting revenue recognition related to:

(a) Contracts with performance obligations satisfied over time.

2018 Consolidated Financial Statements Page 19

Hydrogenics Corporation

Contracts with performance obligations satisfied over time include:

i. Customer specific product development contracts - The Company estimates costs separately for each customer specific product development contract. The determination of estimated costs for completing fixed-price contracts is based on the Company’s business practices, considering budgets as well as historical experience. Management regularly reviews these estimates, which can be affected by a variety of factors such as variances in scheduling, cost of materials, availability and cost of qualified labour and subcontractors, productivity, and possible claims from subcontractors.

ii. Maintenance contracts - Revenue from providing maintenance services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously. Some maintenance contracts also offer scheduled visits and discounts on future spare part purchases. Because these represent additional performance obligations, the transaction price must be allocated to each performance obligation on a stand-alone selling price basis where material in the context of the contract. Management estimates the stand-alone selling price at contract inception based on observable prices for services rendered in similar circumstances to similar customers.

iii. Technology transfer, licensing and manufacturing support contracts – Technology transfer licensing and manufacturing support arrangements constitute a single performance obligation that includes both a license for intellectual property as well as associated manufacturing training and support services. The transaction price is recognized as revenue over time as the combined services are provided.

(b) Contracts with performance obligations satisfied at a point in time.

Installation, start up and commissioning services related to the sale of equipment are not distinct and are combined into a single performance obligation where the costs are insignificant in the context of the total contract and where the customer believes they are buying a final installed working product rather than the individual collection of products and services. Thus, as long as control has passed when the product is shipped, all the revenue is recorded and an estimate for remaining costs for this work is accrued. These costs will be revised if circumstances change and any resulting increase or decrease in estimated costs will be reflected in the consolidated statement of operations and comprehensive loss in the period in which the circumstances that give rise to the revision become known by management.

(ii) Warranty provision

The Company typically provides a warranty for parts and/or labour for up to two years from the date of shipment or commissioning or based on certain operating specifications, such as hours of operation. In establishing the warranty provision, management considers historical field data, projected claims experience, results of internal testing and in certain circumstances, application, in determining the value of this provision. Should these estimates prove to be incorrect, the Company may incur costs different from those provided for in the warranty provision. Management reviews warranty assumptions and makes adjustments to the provision at each reporting date based on the latest information available, including the expiry of contractual obligations. Adjustments to the warranty provision are recorded in cost of sales.

(iii) Goodwill impairment testing

The Company tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 3. The recoverable amount of the OnSite Generation CGU has been determined based on an estimation of fair value less cost to sell (“FVLCS”). In the absence of a binding sales agreement, FVLCS is estimated using an income approach by discounting future cash flows. The estimation of FVLCS requires the use of estimates which are explained in note 15.

Key estimates and assumptions, include management’s expectations of future revenue growth, operating costs and profit margins as well as discount rates for the CGU and incremental costs for disposing of the assets. Growth rate assumptions used are based on the Company’s historical growth, internal budget, expectations of future revenue growth as well as industry and expected market trends in the hydrogen refueling, Power-to-Gas and industrial hydrogen market sectors. The Company uses a discount rate to calculate the present value of estimated future cash flows, which represents its weighted average cost of capital (WACC), plus a premium to take into account specific industry, size and company specific risks of the CGU, as the case may be.  The income approach used by management is supplemented by a market based approach whereby the Company assesses the reasonableness of the resulting revenue multiples from the income approach valuation models based on available data from observable active market prices of broadly comparable businesses, data from recent transactions of similar assets within the same industry, when available and the Company’s stock price.

2018 Consolidated Financial Statements Page 20

Hydrogenics Corporation

(iv)Going concern

The assessment of events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern involves significant judgment. In making this determination management considers all relevant information. See note 35 for Liquidity risk disclosures. Management has determined that there is no going concern uncertainty at December 31, 2018. 

Note 5 – IFRS 9 Financial Instruments & IFRS 15 Revenue from Contracts with Customers – Impact of Adoption

IFRS 9 Financial Instruments – Impact of adoption

The Company adopted all the requirements of IFRS 9 Financial Instruments (“IFRS 9”) as of January 1, 2018. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 utilizes a revised model for recognition and measurement of financial instruments and a single, forward-looking “expected loss” impairment model. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward in IFRS 9, such that the Company’s accounting policy with respect to financial liabilities is unchanged. Further, as a result of adoption of IFRS 9, management has not changed its accounting policy for financial assets except for the adoption of the simplified approach to determining expected credit losses for receivables and contract assets, which had no impact on the carrying value of any financial assets or financial liabilities on the January 1, 2018 transition date.

IFRS 15 Revenue from Contracts with Customers – Impact of adoption

The Company has adopted IFRS 15 from January 1, 2018 using the full retrospective method which resulted in changes in accounting policies and adjustments to the amounts recognized in the comparative financial statements.

2018 Consolidated Financial Statements Page 21

Hydrogenics Corporation

The following table shows the effect of the adoption of IFRS 15 on the Company’s balance sheets at January 1, 2017:

		IAS18  carrying amount		Note		Remeasure- ments	Reclass- ifications			IFRS 15 carrying amount
Assets
Current assets
Cash and cash equivalents	$	10,338			$	–	–		$	10,338
Restricted cash		405				–	–			405
Trade and other receivables		9,802		5(c)		–	(4,658	)		5,144
Contract assets		–		5(a)(c)		914	4,658			5,572
Inventories		17,208		5(a)		–	(78	)		17,130
Prepaid expenses		918		5(b)		280	–			1,198
		38,671				1,194	(78	)		39,787
Non-current assets
Restricted cash		535				–	–			535
Investment in joint ventures		1,750				–	–			1,750
Property, plant and equipment		4,095				–	–			4,095
Intangible assets		203				–	–			203
Goodwill		4,019				–	–			4,019
		10,602				–	–			10,602
Total assets	$	49,273			$	1,194	(78	)	$	50,389
Liabilities
Current liabilities
Operating borrowings	$	2,111				–	–		$	2,111
Trade and other payables		7,235				–	–			7,235
Contract liabilities		–		5(c)		–	10,268			10,268
Financial liabilities		3,939				–	–			3,939
Provisions		1,221		5(a)		902	(78	)		2,045
Deferred funding		–		5(c)		–	508			508
Deferred revenue		10,788		5(c)		–	(10,788	)		–
		25,294				902	(90	)		26,106
Non-current liabilities
Other liabilities		9,262				–	–			9,262
Contract liabilities		–		5(c)		–	3,494			3,494
Provisions		841				–	–			841
Deferred funding		–		5(c)		–	12			12
Deferred revenue		3,494		5(c)		–	(3,494	)		–
		13,597				–	12			13,609
Total liabilities		38,891				902	(78	)		39,715
Share capital		365,923								365,923
Contributed surplus		19,255				–	–			19,255
Accumulated other comprehensive loss		(3,623	)			–	–			(3,623	)
Deficit		(371,173	)	5(a)(b)		292	–			(370,881	)
Total equity		10,382				292	–			10,674
Total equity and liabilities	$	49,273			$	1,194	(78	)	$	50,389

2018 Consolidated Financial Statements Page 22

Hydrogenics Corporation

The following adjustments were made to the amounts recognized in the consolidated balance sheets at December 31, 2017:

		IAS 18  carrying amount		Note		Remeasure- ments	Reclass- ifications			IFRS 15  carrying amount
Assets
Current assets
Cash and cash equivalents	$	21,511			$	–	–		$	21,511
Restricted cash		435				–	–			435
Trade and other receivables		14,292		5(c)		–	(5,556	)		8,736
Contract assets		–		5(a)(c)		1,022	5,556			6,578
Inventories		15,164		5(a)		–	(116	)		15,048
Prepaid expenses		978		5(b)		396	–			1,374
		52,380				1,418	(116	)		53,682
Non-current assets
Restricted cash		468				–	–			468
Non-current receivables		645		5(c)		–	(645	)		–
Contract assets		–		5(c)		–	645			645
Investment in joint ventures		2,797				–	–			2,797
Property, plant and equipment		3,874				–	–			3,874
Intangible assets		180				–	–			180
Goodwill		4,569				–	–			4,569
		12,533				–	–			12,533
Total assets	$	64,913			$	1,418	(116	)	$	66,215
Liabilities
Current liabilities
Operating borrowings	$	1,200				–	–		$	1,200
Trade and other payables		9,736		5(a)		–	–			9,736
Contract liabilities		–		5(c)		–	11,821			11,821
Financial liabilities		4,913				–	–			4,913
Provisions		1,174		5(a)		741	(171	)		1,744
Deferred funding		–		5(c)		–	880			880
Deferred revenue		12,734		5(c)		–	(12,734	)		–
		29,757				741	(204	)		30,294
Non-current liabilities
Other liabilities		8,516				–	–			8,516
Contract liabilities		–		5(c)		–	2,223			2,223
Provisions		921		5(a)		–	55			976
Deferred funding		–		5(c)		–	33			33
Deferred revenue		2,223		5(c)		–	(2,223	)		–
		11,660				–	88			11,748
Total liabilities		41,417				741	(116	)		42,042
Share capital		387,746								387,746
Contributed surplus		19,885				–	–			19,885
Accumulated other comprehensive loss		(1,822	)	5(a)		11	–			(1,811	)
Deficit		(382,313	)	5(a)(b)		666	–			(381,647	)
Total equity		23,496				677	–			24,173
Total equity and liabilities	$	64,913			$	1,418	(116	)	$	66,215

2018 Consolidated Financial Statements Page 23

Hydrogenics Corporation

The following table shows the effect of the adoption of IFRS 15 on the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2017:

	For the year ended December 31, 2017
		Based on IAS 18		Note		IFRS 15 Remeasurements			Based on IFRS 15
Revenues	$	48,052		5(a)	$	63		$	48,115
Cost of sales		36,632		5(a)		(195	)		36,437
Gross profit		11,420				258			11,678
Operating expenses
Selling, general and administrative expenses		13,742		5(b)		(116	)		13,626
Research and product development expenses		6,376				–			6,376
		20,118				(116	)		20,002
									–
Loss from operations		(8,698	)			374			(8,324	)
Loss from joint ventures		(334	)			–			(334	)
Finance income (loss)
Interest expense, net on financial instruments measured at amortized cost		(1,812	)			–			(1,812	)
Foreign currency gains, net(1)		635				–			635
Other finance losses, net		(931	)			–			(931	)
Finance loss, net		(2,108	)			–			(2,108	)
Loss before income taxes		(11,140	)			374			(10,766	)
Income tax expense		–				–			–
Net loss for the year		(11,140	)			374			(10,766	)
Items that will not be reclassified subsequently to net loss:
Re-measurements of actuarial liability		98				–			98
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations		1,703		5(a)		11			1,714
Comprehensive loss for the year	$	(9,339	)		$	385		$	(8,954	)
Net loss per share - basic and diluted	$	(0.80	)		$	0.03		$	(0.77	)

A summary of the impact of adoption of IFRS 15 is as follows:

(a) Installation, start-up and commissioning services

Under IAS 18, the Company applied the revenue recognition criteria to each separate identifiable component of a single transaction. The contracts containing installation and start-up and commissioning services were accounted for as a separate element from the product sale. Costs associated with these services were accumulated in inventory and a portion of the contract revenue was deferred until the associated work was completed.

Under IFRS 15, these performance obligations are not distinct and are combined into a single performance obligation with the associated product, where the costs are insignificant in the context of the total contract and where the customer believes they are buying a final installed working product and are not buying the individual collection of products and services that when combined create the finished product. In these situations, revenue is now recorded inclusive of these immaterial performance obligations and the estimated costs to fulfill these obligations accrued for when control passes at the time of shipment of the related products. Accordingly, the Company accrued $914 in contract assets, reduced inventory by $78 and accrued $824 in provisions for future costs expected to be incurred and reduced the deficit by $12 at January 1, 2017. Similarly, the Company accrued $1,022 in contract assets, reduced inventory by $116 and accrued $625 in provisions for future costs expected to be incurred and reduced the deficit by $281 at December 31, 2017.

2018 Consolidated Financial Statements Page 24

Hydrogenics Corporation

The restatement effect on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2017 results in a $63 increase in revenue and a $195 reduction in cost of sales. The impact of these restatements on cumulative translation adjustments arising from the Company’s subsidiaries was a gain of $11.

(b) Sales agent commissions

The Company incurs sales agent commissions for obtaining contracts. Under IAS18, these costs were expensed when they were earned or incurred.

Under IFRS 15, these incremental costs incurred to obtain contracts with customers are deferred for contracts expected to be delivered after more than one year and expensed as the contract is delivered. The Company deferred $280 of commissions in prepaid expenses and reduced the deficit by the same amount at January 1, 2017. Similarly, the Company deferred $396 of commissions in prepaid expenses and reduced the deficit by the same amount at December 31, 2017. The impact of these restatements on cumulative translation adjustments arising from the Company’s subsidiaries was immaterial.

The restatement effect on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2017 results in a $116 decrease in selling, general and administrative expenses for commissions previously expensed. The impact of these restatements on cumulative translation adjustments arising from the Company’s subsidiaries was immaterial.

(c) Contract assets and liabilities

IFRS 15 distinguishes between contract assets and receivables based on whether receipt of the consideration is conditional on something other than the passage of time. At December 31, 2017, there was $5,556 (January 1, 2017 - $4,658) of trade and other receivables outstanding where the Company’s right to consideration was not unconditional (primarily relating to revenue accrued on long term contracts). This amount has been reclassified as current and non-current contract assets under IFRS 15.

Under IFRS 15, amounts received from customers before the Company has transferred the good or service are to be presented as contract liabilities. As a result, the amounts previously presented as deferred revenue related to contracts with customers have been reclassified as contract liabilities and amounts not relating to contracts with customers have been reclassified as deferred funding.

(d) Practical expedients

The Company has elected to make use of the following practical expedients:

· Completed contracts under IAS 11 and IAS 18 before the date of transition have not been reassessed.

· Costs incurred to obtain contracts with an amortization period of less than one year have been expensed as incurred.

· For completed contract with variable consideration, the Company used the transaction price at the date of contract completion rather than estimating variable consideration amounts in the comparative reporting periods.

· Consideration previously recognized was not adjusted for the effects of a significant financing component if the Company expected, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for the good or service was one year or less.

2018 Consolidated Financial Statements Page 25

Hydrogenics Corporation

· For contracts that were modified before the date of initial application, the Company did not retrospectively restate the contract for those contract modifications. The Company reflected the aggregate effect of all of the modifications that occur before the beginning of the earliest period presented when: (i) identifying the satisfied and unsatisfied performance obligations; (ii) determining the transaction price; and (iii) allocating the transaction price to the satisfied and unsatisfied performance obligations.

· The Company also applied the practical expedient not to disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue for the year ended December 31, 2017

Note 6 – Accounting Standards Issued But Not Yet Applied – IFRS 16

IFRS 16 Leases (“IFRS 16”) sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, the customer (“lessee”) and the supplier (“lessor”). This standard will replace IAS 17 Leases (“IAS 17”) and related Interpretations. IFRS 16 provides revised guidance on identifying a lease and for separating lease and non-lease components of a contract. IFRS 16 introduces a single accounting model for all lessees and requires a lessee to recognize right-of-use assets and lease liabilities for leases with terms of more than 12 months, unless the underlying asset is of low value, and depreciation of lease assets separately from interest on lease liabilities in the consolidated statement of operations and comprehensive loss. Under IFRS 16, lessor accounting for operating and finance leases will remain substantially unchanged. IFRS 16 is effective for annual periods beginning on or after January 1, 2019. The Company’s contractual obligations in the form of operating leases under IAS 17 will then be reflected on the balance sheet resulting in an increase to both assets and liabilities upon adoption of IFRS 16, and changes to the timing of recognition of expenses associated with the lease arrangements. The Company is assessing the new standard to determine the impact on its consolidated financial statements. An initial review has been completed to identify leases that will require recognition of a right-of-use asset and lease liability. The Company is currently quantifying these impacts and assessing its transition and implementation options.

Note 7 – Cash and Cash Equivalents and Restricted Cash

At December 31,		2018		2017
Cash and cash equivalents	$	7,561	$	21,511
Restricted cash		935		435
Restricted cash – non-current		241		468
Total	$	8,737	$	22,414

The restricted cash is held by financial institutions in Canada and Europe as partial security for standby letters of credit and letters of guarantee. At December 31, 2018, the Company had standby letters of credit and letters of guarantee issued by several financial institutions of $2,890 (2017 – $2,821), with expiry dates extending to December 2021. See Note 19 – Lines of Credit and Bank Guarantees for additional information.

Note 8 – Trade and Other Receivables

At December 31,		2018			2017
					Restated (Note 5)
Trade accounts receivable	$	3,313		$	6,466
Less:  provision for impairment (note 35)		(30	)		(18	)
Net trade accounts receivable		3,283			6,448
Other receivables		3,445			2,288
Total trade and other receivables	$	6,728		$	8,736

2018 Consolidated Financial Statements Page 26

Hydrogenics Corporation

Note 9 – Contract Assets and Contract Liabilities

The Company has recognized the following assets and liabilities related to contracts with customers:

At December 31,		2018			2017			$ change
Contract assets	$	6,223		$	7,223		$	(1,000	)
Less: non-current portion		(1,689	)		(645	)		(1,044	)
Current portion		4,534			6,578			(2,044	)
Contract liabilities		16,001			14,044			1,957
Less: non-current portion		(1,420	)		(2,223	)		803
Current portion		14,581			11,821			2,760

(i) Significant changes in contract assets and liabilities

Contract assets at December 31, 2018 includes $4,048 (2017 – $4,764) relating to receivables which are to be billed according to progress based and specified payment schedules, typical with long-term contracts. The remainder relates to the final instalment of contract price on the sale of equipment for installation and commissioning, which is not invoiced to the customer until this work is complete. The change in the contract assets balance during the period reflects the change in the timeframe for a right to consideration to become unconditional (i.e. for the contract asset to be reclassified as a receivable).

Contract liabilities represent deposits and payments received in advance from customers for license fees, product development contracts and equipment sales. The change in the contract liabilities balance during the period reflects changes in the time frame for performance obligations to be satisfied and the timing of receipt of deposits.

(ii) Revenue recognized in relation to contract liabilities

Revenue recognized in the current year, included in opening contract liabilities, amounted to $7,042 (2017 - $895). There were no amounts recognized in the current year related to performance obligations that were satisfied in a prior year (2017 - $nil).

(iii) Unsatisfied performance obligations

The following table shows unsatisfied performance obligations as at December 31, 2018:

At December 31,		2018		2017
OnSite Generation	$	20,600	$	19,900
Power Systems		112,100		124,700
Total	$	132,700	$	144,600

The Company expects $49,000 of the balance to be recognized as revenues in 2019 and $83,700 is to be recognized beyond 12 months.

Note 10 – Inventories

At December 31,		2018		2017
				Restated (Note 5)
Raw materials	$	9,954	$	9,708
Work-in-progress		6,349		4,750
Finished goods		871		590
Total inventories	$	17,174	$	15,048

2018 Consolidated Financial Statements Page 27

Hydrogenics Corporation

Total inventory in the table above are recorded net of provisions to write them down to net realizable value. At December 31, 2018, the inventory provision was as follows:

		2018			2017
At January 1,	$	1,534		$	1,332
Net increase in the provision		834			873
Write-downs during the year		(779	)		(691	)
Foreign exchange revaluation		5			20
At December 31,	$	1,594		$	1,534

Note 11 – Prepaid Expenses

At December 31,		2018		2017
				Restated (Note 5)
Prepaid expenses	$	1,593	$	978
Costs incurred to obtain contracts with customers		367		396
Total prepaid expenses	$	1,960	$	1,374

The costs incurred to obtain contracts with customers relate to sales agent commissions, which are deferred until the related contract revenues with customers are recognized. The amount amortized to the consolidated statement of operations and comprehensive loss for the year ended December 31, 2018 was $33 (2017 - $167).

Note 12 – Investment in Joint Ventures

On March 30, 2017, the Company entered into an arrangement with Enbridge Gas Distribution (Enbridge) to form the joint venture 2562961 Ontario Ltd. to develop, construct, own and operate a 2.5 megawatts (“MW”) Power-to-Gas energy storage facility project. The Company holds a 49% equity investment in this joint venture. The Board of Directors of the joint venture has five directors consisting of three nominees from Enbridge and two nominees of Hydrogenics and all resolutions are adopted by a majority vote. The Company accounts for this joint venture using the equity method in accordance with IFRS 11, “Joint Arrangements” using the hypothetical liquidation at book value (HLBV) method due to preferential dividends and return rights of the other partner.

During 2017, the Company sold the joint venture related project assets developed as part of the 2.5MW energy storage facility project for $2,030. Hydrogenics received cash consideration of $1,035 and a 49% equity investment in the newly formed joint venture of $995. A loss on disposal of the transferred assets arose of $146, as the transfer to the joint venture was done at the historical Canadian dollar value. This loss on disposal is adjusted for in the Company’s 49% share of the loss relating to the equity interest received. It is eliminated against the investment in the joint venture and will be amortized over the life of the fixed assets. Of the loss of $146, $35 was capitalized as the cost of the equity investment. Legal costs of $93 were capitalized as they were incurred in the creation of the joint venture.

During 2018, the Company sold the joint venture related project assets developed as part of the 2.5MW energy storage facility project for $1,372. Hydrogenics received cash consideration of $700 and a 49% equity investment in the newly formed joint venture of $672. The Company recorded a $30 gain on sale of assets as the transfer was done at historical Canadian dollar value. This gain on sale is adjusted for the Company’s 49% share of the loss relating to the equity interest received. It is eliminated against the investment in joint venture and will be amortized over the life of the project. Of the gain of $30, $8 was capitalized and netted against the cost of the equity investment.

2018 Consolidated Financial Statements Page 28

Hydrogenics Corporation

During 2018, the energy storage facility project was commissioned and accepted by the Independent Energy Service Operator (“IESO”). The facility began in-service operations under an IESO Regulation Services contract effective May 2018.

		2018			2017
Balance January 1,	$	1,176		$	–
Equity investment in joint venture		664			1,123
Loss from investment in joint venture using HLBV method		(76	)		–
Amortization of deferred loss on disposal		(10	)		(9	)
Foreign currency translation (loss) gain		(110	)		62
Investment in Enbridge joint venture at December 31,	$	1,644		$	1,176

Summarized financial information for the joint venture, as presented in the IFRS financial statements of 2562961 Ontario Ltd. is as follows:

At December 31,		2018		2017
Assets
Current assets	$	439	$	1
Non-current assets		3,202		2,156
Total assets	$	3,641	$	2,157
Liabilities
Current liabilities	$	293	$	–
Total liabilities		293		–
Net assets	$	3,348	$	2,157

For the year ended December 31,		2018		2017
Revenue	$	627	$	–
Earnings before income taxes		71		1
Joint venture earnings from continuing operations	$	52	$	1

At December 31,		2018			2017
Opening net assets of 2562961 Ontario Ltd. (Equity Investment)	$	2,157		$	–
Investment in 2562961 Ontario Ltd.		1,372			2,030
Joint venture earnings during the year		52			1
Foreign currency translation		(233	)		126
Closing net assets of 2562961 Ontario Ltd.	$	3,348		$	2,157
Unrealized (gains) losses on sales to 2562961 Ontario Ltd.		56			71
Adjusted net assets of 2562961 Ontario Ltd.		3,404			2,228
Company’s share of net assets using the HLBV method	$	1,570		$	1,092
Plus: capitalization of legal costs		93			93
Less: amortization of deferred loss on disposal		(19	)		(9	)
Investment in Enbridge joint venture at December 31	$	1,644		$	1,176

2018 Consolidated Financial Statements Page 29

Hydrogenics Corporation

On May 28, 2014, the Company entered into a joint arrangement with Kolon Water & Energy Co. Ltd., whereby the parties formed the joint venture Kolon Hydrogenics to launch and market potential businesses based on products and technologies produced by Hydrogenics for the Korean market. The Company has a 49% equity position in Kolon Hydrogenics and shares joint control. The Board of Directors of the joint venture has four directors consisting of two nominees from each of Hydrogenics and Kolon Water and Energy and all resolutions are adopted by an affirmative vote of two thirds. The Company accounts for this joint venture using the equity method in accordance with IFRS 11, “Joint Arrangements”.

In June 2018, Kolon Water & Energy Co. Ltd. and the Company commenced discussions with respect to dissolving the joint arrangement. The carrying value of the assets of Kolon Hydrogenics have been reduced to their estimated net recoverable amount based upon an assessment of fair values less costs of disposal. The share in loss of the joint venture for the year reflects the Company’s proportionate share of this fair value adjustment. Discussions are ongoing to dissolve the joint venture in 2019.

		2018			2017
Balance January 1,	$	1,621		$	1,750
Share in loss of the joint venture		(1,561	)		(334	)
Foreign currency translation gain (loss)		(60	)		205
Investment in Kolon Hydrogenics joint venture at December 31,	$	–		$	1,621

Note 13 – Property, Plant and Equipment

		Plant and test  equipment			Furniture and  equipment			Computer  hardware			Leasehold  improvements			Construction  in progress			Total
Net book value December 31, 2017	$	183		$	1,187		$	204		$	352		$	1,948		$	3,874
Additions		155			373			58			290			125			1,001
Disposals		–			–			(1	)		–			(1,342	)		(1,343	)
Depreciation		(100	)		(333	)		(90	)		(117	)		–			(640	)
Foreign exchange		(8	)		(9	)		(4	)		(4	)		–			(25	)
Net book value December 31, 2018	$	230		$	1,218		$	167		$	521		$	731		$	2,867
Total cost	$	3,712		$	5,889		$	548		$	2,044		$	731		$	12,924
Total accumulated depreciation		(3,482	)		(4,671	)		(381	)		(1,523	)		–			(10,057	)
Net book value December 31, 2018	$	230		$	1,218		$	167		$	521		$	731		$	2,867

Included in construction in progress is $Nil (2017 - $1,342) relating to capital costs to be transferred to the joint venture project with Enbridge (note 12). During the current and prior year, assets with a book value of $1,342 and $2,176 respectively were transferred to the Enbridge joint venture (notes 12 and 32).

2018 Consolidated Financial Statements Page 30

Hydrogenics Corporation

Depreciation of $454 (2017 – $397) was included in selling, general and administrative expenses, $104 (2017 - $81) in research and product development expenses, and $82 (2017 – $137) in cost of sales in consolidated statement of operations and comprehensive loss.

		Plant and test  equipment			Furniture and  equipment			Computer  hardware			Leasehold  improvements			Construction  in progress			Total
Net book value December 31, 2016	$	214		$	1,270		$	182		$	308		$	2,121		$	4,095
Additions		55			233			91			117			2,003			2,499
Disposals		(11	)		–			(2	)		–			(2,176	)		(2,189	)
Depreciation		(104	)		(338	)		(97	)		(76	)		–			(615	)
Foreign exchange		29			22			30			3			–			84
Net book value December 31, 2017	$	183		$	1,187		$	204		$	352		$	1,948		$	3,874
Total cost	$	3,604		$	5,648		$	558		$	1,777		$	1,948		$	13,535
Total accumulated depreciation		(3,421	)		(4,461	)		(354	)		(1,425	)		–			(9,661	)
Net book value December 31, 2017	$	183		$	1,187		$	204		$	352		$	1,948		$	3,874

Note 14 – Intangible Assets

Computer software		2018			2017
Net book value January 1,	$	180		$	203
Additions		125			25
Amortization		(66	)		(57	)
Foreign exchange		(7	)		9
Net book value December 31,	$	232		$	180
Total cost	$	2,158		$	2,043
Total accumulated depreciation		(1,926	)		(1,863	)
Net book value December 31,	$	232		$	180

Amortization of $66 (2017 – $57) is included in the consolidated statements of operations and comprehensive loss in selling, general and administrative expenses.

Note 15 – Goodwill

The carrying amounts of goodwill at the beginning and end of the current and previous years are set out below.

		2018			2017
At January 1,	$	4,569		$	4,019
Foreign exchange revaluation		(210	)		550
At December 31,	$	4,359		$	4,569

The goodwill relates to the Company's OnSite Generation business CGU. The Company performs its annual impairment test as of September 30.

In estimating the recoverable amount of this CGU, the Company first used an income approach, discounting its future estimated cash flows for Q4 2018 and a five-year forecast period, starting with the approved 2019 budget, and discounted those projected cash flows at a rate of return that reflects the relative risks of achieving those cash flows. To this amount, the Company added the present value of a terminal value, determined by applying a capitalization rate to the expected annual cash flows to be generated beyond the forecast period, and the present value of the tax shield from existing tax loss carryforwards to determine an estimated enterprise value. The resulting enterprise value was then adjusted for redundant assets, interest bearing debt and debt equivalents and estimated costs to sell to determine an estimated fair value less cost to sell.

2018 Consolidated Financial Statements Page 31

Hydrogenics Corporation

Discounted cash flows over the forecast period used a five-year revenue compound annual growth rate (CAGR) of approximately 30% (2017 – 20%) and a perpetual growth rate of 2% (2017 – 2%) thereafter.   The five-year revenue CAGR used in the discounted cash flows calculations differs from past experience. Management has determined the five-year revenue CAGR based on expectations for future growth in demand for hydrogen generation products in our core markets; notably, multimegawatt Power-to-Gas and hydrogen refueling opportunities, the impact of recently launched and to be launched solutions, as well as its current backlog.  Gross direct margins (excluding indirect overheads) are projected to decline from 29% to 24.5% (2017 – 29% fixed) throughout the forecast period reflecting management’s expectation of competitive pressure on margins to achieve a 30% CAGR. Selling, general and administrative expenses and indirect manufacturing overheads are projected to increase at approximately 5% (2017 – 3%) per year after the 2018 period. Research and development costs (net of grants) are anticipated to increase in 2019 and 2020 and then return to historic levels of less than $1.5 million per year thereafter. Working capital requirements were estimated to approximate 10% (2017 – 15%) of annual sales throughout the forecast period. Using a weighted cost of capital approach, the Company applied a discount rate of 11.6% (2017 – 15.5%) to determine the present value of the projected cash flows and then deducted 1.25% (2017 - 3%) for estimated costs to sell. 

The Company supplemented the discounted cash flow analysis by considering transactions multiples over the past five years and current trading multiples for broadly comparable public company businesses with similar operations within the same industry to the resulting sales multiple of the OnSite CGU from the discounted cashflow approach (1.2 times (2017 – 2.2) trailing 12 months revenues) which was within the low end of the range due the significantly smaller size of the Company’s operations relative to some of these public companies comparables.

The sales and operations of the OnSite Generation CGU constitutes approximately half of the Company’s current sales and operations. Accordingly, the Company also compared the enterprise value of the OnSite Generation CGU against the Company’s overall market capitalization and the implied valuation of its Power Systems CGU and the respective revenue multiples. The revenue multiple for the Company as a whole was 2.5 times (2017 - 3.1) trailing 12 months revenues, the implied revenue multiple for the Power Systems CGU was 4.5 times (2017 - 3.8) trailing 12 months revenue and the implied revenue multiple for the OnSite Generation CGU was 1.2 times (2017 - 2.2) trailing 12 months revenue. Management believes all of these multiples are within the low end of the range when compared to multiples of broadly comparable public companies in the hydrogen fuel cell industry.

As the valuation techniques used by the Company require the use of unobservable inputs, the recoverable amount of the Company’s OnSite Generation CGU is classified within Level 3 of the fair value hierarchy. 

No impairment charges arose as a result of the reviews in either 2018 or 2017.   Reasonably possible changes in key assumptions in the discounted cash flow approach would not cause the recoverable amount of the OnSite Generation CGU to fall below its carrying value. The recoverable amount would equal its carrying value if a revenue multiple of 0.5 times (2017 - 0.3) revenue was used. 

Note 16 – Trade and Other Payables

Accounts payable and accrued liabilities are as follows:

At December 31,		2018		2017
Trade accounts payable	$	3,952	$	4,612
Accrued payroll and related compensation		2,292		2,645
Supplier accruals		2,584		2,126
Accrued professional fees		206		224
Other		34		129
Total accounts payable and accrued liabilities	$	9,068	$	9,736

2018 Consolidated Financial Statements Page 32

Hydrogenics Corporation

Note 17 – Financial Liabilities

Financial liabilities are as follows:

At December 31,		2018		2017
Current portion of long-term debt – Export Development Canada (note 20)	$	1,983	$	2,470
Current portion of long-term debt – Province of Ontario (note 20)		628		622
Warrants		11		409
Deferred share unit liability (note 22)		730		1,406
Current portion of capital lease (note 20)		7		6
Total financial liabilities	$	3,359	$	4,913

Warrants

On November 4, 2016, concurrent with a new loan agreement with Export Development Canada (“EDC”), the Company issued 200,575 share purchase warrants. Each warrant was exercisable for one common share of the Company at an exercise price of US$6.85 per common share. The warrants were transferrable and were scheduled to expire on November 4, 2021. The proceeds of the loan (net of transaction costs) were allocated between the fair value of the warrant liability and the debt. These warrants include anti-dilution provisions, and as a result were accounted for as a financial liability with changes in fair value reflected in the consolidated statements of operations and comprehensive loss. These warrants were exercised on December 1, 2017 for cash proceeds of $1,374 which together with the associated warrant liability of $592 are reflected in the statements of changes in equity.

On May 8, 2015, concurrent with a new loan agreement with a syndicate of lenders, the Company issued 250,000 share purchase warrants. Each warrant was exercisable for one common share of the Company at an exercise price of US$15.00 per common share. The warrants are non-transferrable and expire on May 6, 2019. As a result of this issuance, the fair market value of these warrants of $885 was included in other finance (losses) gains. These warrants include anti-dilution provisions, and as a result are accounted for as a financial liability with changes in fair value reflected in the consolidated statements of operations and comprehensive loss. On December 16, 2015, as a result of the public offering, the exercise price of the warrants was reduced to US$10.85 per common share.

The fair value of the outstanding warrants was determined using the Black-Scholes option pricing model with the following weighted average assumptions:

At December 31,	2018		2017
Risk-free interest rate (%)	1.86	%	1.68	%
Expected volatility (%)	60.1	%	55.3	%
Expected life in years	0.35		0.38
Expected dividend	Nil		Nil

2018 Consolidated Financial Statements Page 33

Hydrogenics Corporation

Note 18 – Provisions

Changes in the Company’s aggregate provisions are as follows:

		Warranty			Startup and commissioning			Total
At January 1,	$	2,095		$	625		$	2,720
Additional provisions		1,994			726			2,720
Utilized during the year		(906	)		(784	)		(1,690	)
Unused amounts reversed		(781	)		(12	)		(793	)
Foreign currency translation		(75	)		(31	)		(106	)
Total provision at December 31, 2018		2,327			524			2,851
Less current portion		(1,636	)		(405	)		(2,041	)
Long-term provision at December 31, 2018	$	691		$	119		$	810

		Warranty			Startup and commissioning			Total Restated (Note 5)
At January 1,	$	2,062		$	824		$	2,886
Additional provisions		1,192			1,087			2,279
Utilized during the year		(639	)		(1,358	)		(1,997	)
Unused amounts reversed		(734	)		–			(734	)
Foreign currency translation		214			72			286
Total provision at December 31, 2017		2,095			625			2,720
Less current portion		(1,174	)		(570	)		(1,744	)
Long-term provision at December 31, 2017	$	921		$	55		$	976

Note 19 – Lines of Credit and Bank Guarantees

At December 31, 2018, the Company’s subsidiary in Belgium (the “Borrower”) had a joint credit and operating line facility of €7,000 (the “Credit Facility”), which renews annually in April upon review. Under the Credit Facility, the Borrower may borrow up to a maximum of 75% of the value of awarded sales contracts, approved by the Belgian financial institution, to a maximum of €500; and may also borrow up to €1,500 for general business purposes, provided sufficient limit exists under the overall facility limit of €7,000. Of the €7,000 facility, €2,175 or approximately $2,491 was drawn as standby letters of credit and bank guarantees and €Nil was drawn as an operating line. At December 31, 2018, the Company had availability of €6,321 or approximately $7,234 (December 31, 2017 – $4,377) under the Credit Facility totaling €4,321, or approximately $4,945, for use as letters of credit and bank guarantees and totaling €2,000, or approximately $2,289, as an operating line.

The Credit Facility bears interest at EURIBOR plus 1.45% per annum and is secured by a €1,000 secured first charge covering all assets of the Borrower. The credit facility contains a negative pledge precluding the Borrower from providing security over its assets. Additionally, the Borrower is required to maintain a solvency covenant, defined as equity plus current account (intercompany account with the parent company), divided by total liabilities of not less than 25% and ensure that its intercompany accounts with parent company do not fall below a defined level. At December 31, 2018, the Borrower was in compliance with these covenants.

At December 31, 2018, the Company also had a Canadian credit facility of $2,199 with no expiration date for use only as letters of credit and bank guarantees. At December 31, 2018, $399 was drawn as standby letters of credit and bank guarantees. At December 31, 2018, the Company had $1,800 (December 31, 2017 – $2,391) available under this facility.

These letters of credit and bank guarantees relate primarily to obligations in connection with the terms and conditions of the Company’s sales contracts. The standby letters of credit and letters of guarantee may be drawn on by the customer if the Company fails to perform its obligations under the sales contracts.

2018 Consolidated Financial Statements Page 34

Hydrogenics Corporation

Note 20 – Other Non-current Liabilities

Other non-current liabilities are as follows:

At December 31,		2018			2017
Long-term debt – Export Development Canada (i)	$	5,958		$	8,344
Long-term debt – Province of Ontario (ii)		2,091			2,896
Non-current post-retirement benefit liabilities (iii)		247			330
Capital lease		33			44
Total		8,329			11,614
Less current portion of long-term debt – EDC  (note 17)		(1,983	)		(2,470	)
Less current portion of long-term debt – Province of Ontario (note 17)		(628	)		(622	)
Less current portion of capital lease (note 17)		(7	)		(6	)
Total other non-current liabilities	$	5,711		$	8,516

(i) Long-term debt – Export Development Canada (“EDC”)

In the fourth quarter of 2016, the Company entered into a loan agreement with EDC for a five-year facility of $9,000.

The loan is structured as a five-year term loan with quarterly interest payments calculated at an annual interest rate of U.S. prime plus 10%, declining to U.S. prime plus 5% to 7% if certain annual earnings before interest, taxes, depreciation and amortization thresholds are met. The loan is secured by a second charge over the assets located within Canada. Commencing March 31, 2017, the loan principal is subject to four quarterly repayments of $250 followed by 16 quarterly repayments of $500. There is an option to prepay a portion of, or the entire loan at any time, subsequent to March 31, 2017.

The amortized cost of this loan at December 31, 2018 was $5,958 (December 31, 2017 – $8,344). Total interest expense for the year ended December 31, 2018 was $1,133 (December 31, 2017 – $1,306). For the year ended December 31, 2018, accretion of deferred financing fees of $57 has been included in interest expense (December 31, 2017 – $102).

The change in carrying value of this liability was as follows:

		2018			2017
At January 1,	$	8,344		$	8,625
Principal repayments during the year		(2,250	)		(750	)
Interest payments during the year		(1,370	)		(1,093	)
Interest accretion during the year		1,133			1,306
Revaluation of variable rate long-term debt (note 28)		101			256
At December 31,	$	5,958		$	8,344

(ii) Long-term debt – Province of Ontario

In 2011, the Company entered into a loan agreement with the Province of Ontario’s Ministry of Economic Development and Trade, Strategic Jobs and Investment Fund for funding up to C$6,000. Each draw on the loan is calculated based on 50% of eligible costs to a maximum of C$1,500 per disbursement. Eligible costs had to be incurred between October 1, 2010 and September 30, 2015.

After this five-year period, the loan bears interest at a rate of 3.67% and will require repayment at a rate of 20% per year of the outstanding balance for the five years subsequent to the sixth anniversary of the first disbursement. There is no availability remaining under this facility at December 31, 2018.

The loan is collateralized by a general security agreement covering assets of Hydrogenics Corporation. Additionally, the Corporation is required to maintain a minimum balance of cash in Canadian dollars in a Canadian financial institution at all times. The Company was in compliance with this covenant at December 31, 2018.

2018 Consolidated Financial Statements Page 35

Hydrogenics Corporation

The change in carrying value of this liability was as follows:

		2018			2017
At January 1,	$	2,896		$	3,239
Principal repayments during the year		(870	)		(888	)
Interest payments during the year		(128	)		(181	)
Interest accretion during the year		416			503
Foreign currency translation		(223	)		223
At December 31,	$	2,091		$	2,896

(iii) Post-retirement benefit liabilities

The liability relates to defined contribution pension plans in Belgium and is payable in euros. Applicable law states that in the context of defined contribution plans, the employer must guarantee a minimum return of 3.75% on employee contributions and 3.25% on employer contributions. The minimum guaranteed return for defined contributions plans in Belgium results in the employer being exposed to financial risk for the legal obligation to pay further contributions if the fund does not hold sufficient assets to meet the minimum guaranteed return.

The change in carrying value of this liability was as follows:

		2018			2017
At January 1,	$	330		$	377
Current service and net interest cost		122			153
Employer contributions in the year		(122	)		(153	)
Re-measurement of actuarial liability		(70	)		(99	)
Foreign currency translation		(13	)		52
At December 31,	$	247		$	330

		2018			2017
Plan assets	$	1,777		$	1,716
Accrued benefit obligation		(2,024	)		(2,046	)
Net defined benefit obligation	$	(247	)	$	(330	)

The Company has estimated the post-retirement benefit liabilities of $247 at December 31, 2018, using an actuarial measurement.

2018 Consolidated Financial Statements Page 36

Hydrogenics Corporation

Note 21 – Share Capital

Common shares

The authorized share capital of the Company consists of an unlimited number of common shares, with no par value, and an unlimited number of preferred shares in series, with no par value.

	2018				2017
		Number		Amount		Number			Amount
Balance at January 1,		15,436,879	$	387,746		12,544,960		$	365,923
Adjustment for partial shares on share consolidation		–		–		(1	)		–
Issuance of common shares		–		–		2,682,742			19,725
Warrants exercised (note 17)		–		–		200,575			1,966
Issuance of common shares on vesting of performance share units (note 22)		4,204		96		4,203			96
Issuance of common shares on exercise of stock options (note 22)		6,400		69		4,400			36
At December 31,		15,447,483	$	387,911		15,436,879		$	387,746

Common share issuance

On April 28, 2017, the Company and Fuzhou Bonded Zone Hejili Equity Investment Limited Partnership (“Hejili”) entered into a subscription agreement to issue 2,682,742 common shares of Hydrogenics to Hejili on a private placement basis, for gross proceeds to Hydrogenics of $21,000 or approximately $7.83 per common share. The subscription price represented a 10% premium to the 20-day volume-weighted average trading price of the Company’s common shares on the NASDAQ for the period ending April 27, 2017.

The transaction closed on June 27, 2017 and the Company received net proceeds of $19,725 after underwriting fees and expenses of $1,275. Subsequent to closing of the private placement, Hejili’s interest in Hydrogenics was approximately 17.6% of total issued common shares.

The subscription agreement provides, among other things, that Hejili has participation rights on future offerings and the right to nominate one director to the board of directors of Hydrogenics, and that Hejili will be subject to certain restrictions, including lock-up, transfer and voting restrictions, subject, in each case, to certain ownership threshold requirements. The subscription agreement also provides that Hejili will cooperate with Hydrogenics to jointly develop the Chinese market for hydrogen, energy storage and fuel cell products.

Note 22 – Stock-Based Compensation

Under the Hydrogenics Omnibus Incentive Plan adopted in 2012, the Corporation may issue stock options, RSUs and PSUs to employees, directors and consultants as part of a long-term incentive plan. Stock options were previously granted under the Corporation’s Stock Option Plan.

Under the Company’s previous Stock Option Plan, 234,976 stock options were outstanding at December 31, 2018. No further stock options may be issued under the Corporation’s Stock Option Plan.

Effective May 11, 2018, the Company amended the Omnibus Incentive Plan to increase the number of shares available for issuance to 1,308,032 from 1,002,069. The shareholders’ resolution was passed on May 11, 2018.

Of the 1,308,032 shares available under the Omnibus Incentive Plan, to be issued as stock options, RSUs and PSUs, 618,113 have been granted as stock options, 202,707 have been granted as RSUs and were outstanding at December 31, 2018. In addition, 12,609 previously issued PSU’s had fully vested as of December 31, 2018. The Corporation has 474,603 of share units available for issue as stock options, RSUs and PSUs under the Omnibus Incentive Plan at December 31, 2018.

2018 Consolidated Financial Statements Page 37

Hydrogenics Corporation

Stock options

A summary of the Company’s stock option plan is as follows:

	2018					2017
		Number of  shares			Weighted  average  exercise price  C$		Number of  shares			Weighted  average  exercise price  C$
Balance at January 1,		762,173		$	7.99		628,636		$	7.97
Granted		111,621			11.23		141,268			8.56
Exercised		(6,400	)		8.05		(4,400	)		6.22
Forfeited		(9,280	)		13.25		–			–
Expired		(5,025	)		10.44		(3,331	)		29.25
At December 31,		853,089		$	8.37		762,173		$	7.99

During the year ended December 31, 2018, 6,400 (2017 – 4,400) stock options were exercised resulting in cash proceeds of $40 (2017 – $20), an increase in equity of $69 (2017 – $36) with an offset to contributed surplus of $29 (2017 – $16).

During the year ended December 31, 2018, 111,621 (2017 – 141,268) stock options were granted with an average fair value of C$11.23 per option (2017 – $8.56). All options are for a term of ten years from the date of grant and vest over four years unless otherwise determined by the Board of Directors. The fair value of the stock options was determined using the Black-Scholes option pricing model with the following weighted average assumptions:

	2018		2017
Risk-free interest rate	2.12	%	1.34	%
Expected volatility	64.3	%	64.6	%
Expected life in years	7		6
Expected dividend	Nil		Nil

Expected volatility was determined using the historical volatility for the Company’s share price for the seven years prior to the date of grant, as this is the expected life of the stock options.

Stock-based compensation expense for the year ended December 31, 2018, related to stock options, was $539 (2017 – $444) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

2018 Consolidated Financial Statements Page 38

Hydrogenics Corporation

The following table summarizes information about the Company’s stock options as of December 31, 2018:

Grant date	Expiry date	Total  number  of options	Weighted  average   remaining  contractual  life (in  years)		Exercise  Price  C$	Number  of vested  options	Weighted  average   remaining  contractual  life (in  years)		Exercise  Price  C$
March 27, 2009	March 27, 2019	5,284	0.24	$	13.25	5,284	0.24	$	13.25
April 6, 2010	April 5, 2020	19,787	1.26		4.91	19,787	1.26		4.91
March 31, 2011	March 31, 2021	83,000	2.25		6.96	83,000	2.25		6.96
June 8, 2011	June 8, 2021	126,905	2.44		5.03	126,905	2.44		5.03
May 10, 2012	May 11, 2022	157,871	3.36		6.25	157,871	3.36		6.25
November 19, 2012	November 19, 2022	39,476	3.89		6.60	39,476	3.89		6.60
March 21, 2013	March 21, 2023	15,000	4.22		8.10	15,000	4.22		8.10
March 26, 2015	March 25, 2025	56,821	6.23		16.14	42,616	6.23		16.14
March 30, 2016	March 31, 2026	96,056	7.25		10.53	48,028	7.25		10.53
March 14, 2017	March 14, 2027	141,268	8.20		8.56	35,317	8.20		8.56
March 13, 2018	March 13, 2028	90,836	9.20		11.41	–	9.20		11.41
June 1, 2018	June 1, 2028	20,785	9.42		10.45	–	9.42		10.45
		853,089	5.29	$	8.37	573,284	5.29	$	8.37

Performance Share Units (“PSUs”)

Under the Hydrogenics Omnibus Incentive Plan adopted in 2012, the Company may issue performance based share units to employees, directors and consultants. Pursuant to the Hydrogenics Omnibus Incentive Plan, participants may be granted a portion of their long-term incentive plan in the form of PSUs instead of RSUs and stock options. A PSU is a unit, equivalent in value to a common share of the Company. Each PSU entitles the participant to receive a cash payment or common shares, at the option of the Company. The fair value of the PSUs is recognized as a compensation expense and is pro-rated over the expected vesting period with the offsetting increase to contributed surplus. Fair value is calculated as the market value of the common share at the date of grant. Each PSU is subject to vesting performance conditions. The Company estimates the length of the expected vesting period at the grant date, based on the most likely outcome of the performance conditions. The Company will revise its estimate of the length of the vesting period, if necessary, if subsequent information indicates that the length of the vesting period differs from previous estimates and any change to compensation cost will be recognized in the period in which the revised estimate is made. Forfeitures are estimated at the grant date and are revised to reflect a change in expected or actual forfeitures. The expiry date of PSUs granted is five years from the date of award.

A summary of the Company’s PSU activity is as follows:

	2018		2017
Balance at January 1,	191,366		195,569
Expired	(187,162	)	–
Vested – share issuance	(4,204	)	(4,203	)
At December 31,	–		191,366

Stock-based compensation expense for the year ended December 31, 2018, related to PSUs, was $6 (2017 – $31) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

2018 Consolidated Financial Statements Page 39

Hydrogenics Corporation

Equity-settled Restricted Share Units (“RSUs”)

An RSU is a unit equivalent in value to a common share of the Company. The RSUs will be settled by issuance of shares in the Company. The cost of the Company’s RSUs is determined using the cliff vesting method and is charged to selling, general and administrative expenses. RSUs vest three years from grant date. The fair value of each grant of RSUs is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, included in selling, general and administrative expenses, is based on the fair value of the awards granted is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus.

A summary of the Company’s RSU activity is as follows:

	2018	2017
Balance at January 1,	133,184	52,483
RSUs issued	69,523	80,701
At December 31,	202,707	133,184

Stock-based compensation expense for the year ended December 31, 2018, related to RSUs, was $412 (2017 – $267) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

Deferred Share Units (“DSUs”)

The Company has a deferred share unit plan for directors. Pursuant to the DSU Plan, non-employee directors are entitled to receive all or any portion of their annual cash retainer and meeting fees in the form of DSUs instead of cash. A DSU is a unit, equivalent in value to a common share of the Company. Each DSU entitles the participant to receive a cash payment upon termination of directorship, valued at the price of the Company’s common shares on the TSX on the date of termination. Compensation cost for DSUs granted under the DSU plan is recorded as an expense with a corresponding increase in accrued liabilities and is measured at fair value. The DSU liability is marked-to-market each reporting period with the offset recorded in selling, general and administrative expenses.

A summary of the Company’s DSU activity is as follows:

	2018					2017
		Number		Amount			Number			Amount
Balance at January 1,		125,949	$	1,406			106,506		$	456
DSU compensation expense		21,222		145			20,277			174
DSU cancellation		–		–			(834	)		(9	)
DSU fair value adjustments		–		(821	)		–			785
At December 31,		147,171	$	730			125,949		$	1,406

For the year ended December 31, 2018, the Company recognized $145 (2017 – $165) as expense for the issue of new DSUs (net of cancellations) and a recovery of $821 (2017 – expense of $785) for the mark-to-market adjustment on the liability.

The DSU liability at December 31, 2018 of $730 (2017 – $1,406) was included in financial liabilities. DSUs vest immediately on the date of issuance.

2018 Consolidated Financial Statements Page 40

Hydrogenics Corporation

Summary of stock-based compensation expense (recovery)

Years ended December 31,		2018			2017
Stock-based compensation expense - stock options	$	539		$	444
Stock-based compensation expense - PSU		6			31
Stock-based compensation expense - RSU (equity-settled)		412			267
Subtotal stock based compensation expense		957			742
DSU - new issuance (net of cancellations)		145			165
DSU - mark-to-market adjustment		(821	)		785
Subtotal stock-based compensation expense - DSU		(676	)		950
Total	$	281		$	1,692

Note 23 – Selling, General and Administrative Expenses

Year ended December 31,		2018			2017
					Restated (Note 5)
Salaries and benefits, office administration and other expenses	$	10,812		$	11,480
Depreciation (note 13)		454			397
Amortization (note 14)		66			57
Stock-based compensation - stock options, PSU and RSU (note 22)		957			742
Stock-based compensation - DSU (note 22)		(676	)		950
Total	$	11,613		$	13,626

Note 24 – Research and Product Development Expenses

Research and product development expenses are recorded net of non-repayable third-party program funding received or receivable. For the years ended December 31, 2018 and 2017, research and product development expenses and non-repayable program funding, which have been received or receivable, are as follows:

Year ended December 31,		2018			2017
Research and product development expenses	$	12,023		$	8,812
Government research and product development funding		(4,537	)		(2,436	)
Total	$	7,486		$	6,376

Note 25 – Key Management Compensation

Key management includes the Company’s directors and key executive members.

Year ended December 31,		2018		2017
Salaries and short-term employee benefits	$	2,286	$	1,873
Stock-based compensation
DSUs		145		165
Stock options		598		561
RSUs		601		533
PSUs		30		–
Total	$	3,660	$	3,132

Stock-based compensation represents fair value of amounts granted during the year.

2018 Consolidated Financial Statements Page 41

Hydrogenics Corporation

Note 26 – Expenses by Nature

The following expenses are included in cost of sales; selling, general and administrative expenses; and gross research and product development expenses.

Year ended December 31,		2018		2017
				Restated (Note 5)
Raw materials and consumables used	$	23,162	$	32,818
Employee benefits (note 27)		17,857		18,497
Facilities		2,942		2,683
Professional services		1,311		1,220
Depreciation and amortization (note 13, 14)		706		672
Shareholder and other corporate communications		395		479
Insurance		502		504
Marketing		581		499
Other		1,351		1,503
Total	$	48,807	$	58,875

Note 27 – Employee Benefits Expense

The following employee benefits expenses are included in cost of sales; selling, general and administrative expenses and research and development expenses.

Year ended December 31,		2018			2017
					Restated (Note 5)
Salaries and wages	$	16,461		$	15,790
Stock-based compensation (including equity-settled RSUs & PSUs), (note 22)		957			742
Medical, dental and insurance		415			346
Pension costs		326			270
Stock-based compensation – DSUs (note 22)		(676	)		950
Other		374			399
Total	$	17,857		$	18,497

Note 28 – Other Finance Gains and Losses, Net

Components of other finance gains and losses, net are as follows:

Year ended December 31,		2018			2017
Revaluation of variable rate long-term debt – EDC (note 20)	$	(101	)	$	(256	)
Gain (loss) from change in fair value of outstanding warrants (note 17)		398			(675	)
Total	$	297		$	(931	)

Note 29 – Income Taxes

The Corporation had net losses for the periods ended December 31, 2018 and 2017 and income tax expense was $300 and $nil for each of these years, respectively.

The estimated income tax rate for the Company is based on substantively enacted corporate tax rates, expected timing of reversals, and expected taxable income allocation to various tax jurisdictions.

2018 Consolidated Financial Statements Page 42

Hydrogenics Corporation

The Company’s computation of income tax expense is as follows:

Years ended December 31,		2018			2017
					Restated (Note 5)
Loss before income taxes	$	(13,039	)	$	(10,766	)
Statutory income tax rate		25	%		25	%
Income tax recovery at statutory rates		(3,260	)		(2,692	)
Non-deductible expenses		302			94
Withholding tax		300			–
Tax losses and other temporary differences not recognized		3,244			2,622
Income taxes at different rates in foreign and other provincial jurisdictions		(233	)		(256	)
Other		(53	)		231
Total	$	300		$	–

At December 31, 2018, the Company has available income tax loss carry-forwards of $109,953 that may be used to reduce taxable income in future years, in certain jurisdictions, expiring as follows:

For the years ended		2018		2017
2024	$	118	$	118
2025		244		244
2026		512		512
2027		14		14
2028		1		1
2029		517		517
2030		7,208		7,208
2031		6,243		6,432
2032		5,524		5,706
2033		–		–
2034		4,814		4,680
2035		5,798		6,238
2036		5,237		5,411
2037		4,789		4,853
2038		6,177		–
No expiry		62,757		61,518
Total	$	109,953	$	103,452

Components of the Company’s tax benefit of deductible temporary differences and unused tax losses are:

Year ended December 31,		2018		2017
Non-capital losses	$	30,508	$	30,984
Investment tax credits		1,649		1,349
Scientific research and experimental development		745		745
Property, plant and equipment and intellectual property		1,592		1,406
Provisions		200		131
Other		850		669
Total	$	35,544	$	35,283

No deferred income tax asset has been recognized in respect of the $35,544 of losses and other temporary differences, reflecting the Company’s uncertainty associated with the realization of deferred income tax assets.

2018 Consolidated Financial Statements Page 43

Hydrogenics Corporation

Note 30 – Net Loss Per Share

The loss per share for the years ended December 31, 2018 and 2017 was as follows:

Year ended December 31,		2018			2017
Net loss	$	(13,339	)	$	(11,140	)
Change in accounting policy (note 5)		–			374
Net loss, restated		(13,339	)		(10,766	)
Weighted average number of shares outstanding – basic		15,441,947			13,947,636
Dilutive effect of stock options		–			–
Dilutive effect of warrants		–			–
Weighted average number of shares outstanding – diluted		15,441,947			13,947,636
Net loss per share – basic and diluted	$	(0.86	)	$	(0.77	)

No effect has been given to the potential exercise of stock options and warrants in the calculation of diluted net loss per share, as their impact would be anti-dilutive.

Note 31 – Commitments and Contingencies

Forgivable loan facility

In November 2014, Hydrogenics entered into an agreement with the IESO to provide a 2.5MW Power-to-Gas storage unit to the Province of Ontario. The target in-service period for the IESO Regulation Services contract was the second quarter of 2018. The contract was assigned to the joint venture 2562961 Ontario Ltd. in 2017. The joint venture will receive a total of C$2,950, paid in equal monthly instalments, in return for IESO’s use of the energy storage solution over the initial three-year period commencing with commissioning. The Power-to-Gas storage unit is estimated to have a potential 20-year life.

In order to partially fund the development of the unit, Hydrogenics and the Province of Ontario, through the Ministry of Research and Innovation (“MRI”), negotiated a C$4,000 forgivable loan from the Innovation Demonstration Fund Program (“IDF”). The loan bears interest at 3.23%, is expected to mature on June 30, 2020 and the principal and interest are forgivable upon the satisfaction of certain criteria.

The forgiveness of the principal and interest on the loan is contingent on a final commercialization report satisfactory to MRI, indicating successful commissioning and verification of the operation of the multi-stack 2.5MW PEM electrolyzer and demonstrated performance capabilities that would be deemed acceptable for ancillary service as per the IESO specifications. The unit achieved acceptance by IESO in May 2018. The final commercialization report is expected to be delivered in 2019. The forgivable loan has been accounted for as a government grant as management estimates there is reasonable assurance that the terms of forgiveness will be met.

	December 31,   2018
Total cumulative cost of 2.5MW Power-To-Gas unit	$	8,792
Funding received from the IDF (C$4,000)		(2,941	)
Cumulative costs transferred to the joint venture (note 12)		(3,402	)
Foreign exchange loss on disposal		(117	)
Costs recorded as research and product development costs		(2,332	)
Costs remaining to be transferred to the joint venture	$	–

2018 Consolidated Financial Statements Page 44

Hydrogenics Corporation

Rental expenses

The Company incurred rental expenses of $1,221 under operating leases in 2018 (2017 – $1,120). The Company has future minimum lease payments under operating leases relating to premises, office equipment and vehicles as follows:

For the years ended
2019	$	1,088
2020		885
2021		724
2022		387
2023		290
Thereafter		560
Total	$	3,934

The Company leases various premises, office equipment and vehicles under non-cancellable operating lease agreements. The lease agreements are classified as non-cancellable, as penalties are charged if cancellation does occur. Certain leases contain purchase option clauses, which provide the Company with the ability to purchase the equipment or automobile at fair value at the time of exercise. The leases have varying terms, escalation clauses and renewal rights.

Indemnification agreements

The Company has entered into indemnification agreements with its current and former directors and officers to indemnify them, to the extent permitted by law, against any and all charges, costs, expenses, amounts paid in settlement, and damages incurred by the directors and officers as a result of any lawsuit or any other judicial, administrative or investigative proceeding in which the directors and officers are sued as a result of their service.

These indemnification claims will be subject to any statutory or other legal limitation period. The nature of the indemnification agreements prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. The Company has purchased directors’ and officers’ liability insurance. No amount has been recorded in the consolidated financial statements with respect to these indemnification agreements, as the Company is not aware of any claims.

In the normal course of operations, the Company may provide indemnification agreements, other than those listed above, to counterparties that require the Company to compensate them for costs incurred as a result of changes in laws and regulations or as a result of litigation claims or statutory sanctions that may be suffered by the counterparty as a consequence of the transaction. The terms of these indemnification agreements will vary based on the contract. The nature of the indemnification agreements prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. No amount has been recorded in the consolidated financial statements with respect to these indemnification agreements, as the Company is not aware of any claims.

Note 32 – Related Party Transactions

In the normal course of operations, the Company subcontracts certain manufacturing functions to a company owned by a family member of an executive officer and Director of the Company. During 2018, Hydrogenics made purchases of $467 (2017 – $646) from this related company. At December 31, 2018, the Company had an accounts payable balance due to this related party of $21 (2017 – $8).

The Company holds an equity investment in the joint venture 2562961 Ontario Ltd., related to the energy storage facility project with Enbridge Gas Distribution. During the year ended December 31, 2018 the Company transferred assets to the joint venture of $1,372 (2017 – $2,030) and at the end of December 31, 2018 the Company had a receivable of $196 (2017 – $nil) owing from the joint venture.

2018 Consolidated Financial Statements Page 45

Hydrogenics Corporation

The Company holds an equity investment in the joint venture Kolon Hydrogenics. The Company had no transactions with the joint venture in either 2018 or 2017.

All related party transactions involve the parent company. There are no related party transactions to disclose for the Company’s subsidiaries.

Note 33 – Consolidated Statements of Cash Flows

Components of the net change in non-cash operating assets and liabilities are as follows:

Year ended December 31,		2018			2017
					Restated (Note 5)
Decrease (increase) in current assets
Trade and other receivables	$	1,834		$	(4,013	)
Contract assets		921			(1,006	)
Inventories		(2,497	)		3,343
Prepaid expenses		(603	)		(152	)
Increase (decrease) in current liabilities
Trade and other payables, including provisions		(1,164	)		1,616
Contract liabilities		2,260			(282	)
Deferred funding		999			271
Total	$	1,750		$	(223	)

Note 34 – Segmented Financial Information

The Company’s two reportable segments include OnSite Generation and Power Systems. Segmentation is based on the internal reporting and organizational structure, taking into account the different risk and income structures of the key products and production processes of the Company. Where applicable, corporate and other activities are reported separately as Corporate and Other. OnSite Generation includes the design, development, manufacture and sale of hydrogen generation products. Power Systems includes the design, development, manufacture and sale of fuel cell products

Financial information by reportable segment for the years ended December 31, 2018 and 2017 was as follows:

Year ended December 31, 2018		OnSite  Generation			Power  Systems			Corporate  and Other			Total
Revenue transferred at a point in time	$	17,463		$	12,152		$	–		$	29,615
Revenue transferred over time		845			3,436			–			4,281
Revenues from external customers		18,308			15,588			–			33,896
Gross profit		2,648			6,077			–			8,725
Selling, general and administrative expenses		2,959			4,276			4,378			11,613
Research and product development expenses		2,927			4,495			64			7,486
Segment loss		(3,238	)		(2,694	)		(4,442	)		(10,374	)
Loss in joint venture		–			–			(1,637	)		(1,637	)
Interest expense, net		–			–			(1,469	)		(1,469	)
Foreign currency gains, net		–			–			144			144
Other finance gains, net		–			–			297			297
Loss before income taxes	$	(3,238	)	$	(2,694	)	$	(7,107	)		(13,039	)

2018 Consolidated Financial Statements Page 46

Hydrogenics Corporation

Year ended December 31, 2017		OnSite  Generation			Power  Systems			Corporate  and Other			Total
Revenue transferred at a point in time	$	24,385		$	19,393		$	–		$	43,778
Revenue transferred over time		883			3,454						4,337
Revenues from external customers		25,268			22,847			–			48,115
Gross profit		3,663			8,015			–			11,678
Selling, general and administrative expenses		3,381			4,321			5,924			13,626
Research and product development expenses		1,275			4,996			105			6,376
Segment loss		(993	)		(1,302	)		(6,029	)		(8,324	)
Loss in joint venture		–			–			(334	)		(334	)
Interest expense, net		–			–			(1,812	)		(1,812	)
Foreign currency gains, net		–			–			635			635
Other finance losses, net		–			–			(931	)		(931	)
Loss before income taxes	$	(993	)	$	(1,302	)	$	(8,471	)		(10,766	)

Revenue, cost of sales and selling, general and administrative expenses for the comparative year have been restated to reflect the retrospective application of IFRS 15 adopted effective January 1, 2018. See Note 5.

Balance sheet information by reportable segment at December 31, 2018 and 2017 was as follows:

At December 31, 2018		OnSite  Generation		Power  Systems		Corporate  and Other		Total
Cash and cash equivalents and restricted cash	$	5,343	$	162	$	3,232	$	8,737
Trade and other receivables		1,949		4,779		–		6,728
Contract assets (current and non-current)		1,678		4,545		–		6,223
Inventories		6,324		10,850		–		17,174
Prepaid expenses		368		1,353		239		1,960
Investment in joint ventures		–		–		1,644		1,644
Property, plant and equipment		272		2,595		–		2,867
Goodwill and intangibles		4,427		10		154		4,591
Total Assets	$	20,361	$	24,294	$	5,269	$	49,924
Current liabilities	$	12,039	$	15,408	$	3,346	$	30,793
Non-current liabilities		1,180		3,575		3,415		8,170
Total Liabilities	$	13,219	$	18,983	$	6,761	$	38,963

At December 31, 2017		OnSite  Generation		Power  Systems		Corporate  and Other		Total
Cash and cash equivalents and restricted cash	$	6,836	$	1,160	$	14,418	$	22,414
Trade and other receivables		4,936		3,800		–		8,736
Contract assets (current and non-current)		676		6,547		–		7,223
Inventories		8,045		7,003		–		15,048
Prepaid expenses		270		928		176		1,374
Investment in joint venture		–		–		2,797		2,797
Property, plant and equipment		329		3,545		–		3,874
Goodwill and intangibles		4,659		6		84		4,749
Total Assets	$	25,751	$	22,989	$	17,475	$	66,215
Current liabilities	$	11,400	$	14,538	$	4,356	$	30,294
Non-current liabilities		1,138		4,737		5,873		11,748
Total Liabilities	$	12,538	$	19,275	$	10,229	$	42,042

Assets and liabilities for the comparative year have been restated to reflect the retrospective application of IFRS 15 adopted effective January 1, 2018. See Note 5.

2018 Consolidated Financial Statements Page 47

Hydrogenics Corporation

Property, plant and equipment are located in the following countries:

Year ended December 31,		2018		2017
Canada	$	2,497	$	3,371
Belgium		272		329
Germany		98		174
Total	$	2,867	$	3,874

Revenue from external customers by region was as follows:

Year ended December 31,		2018		2017
				Restated (Note 5)
Asia	$	12,514	$	24,120
European Union		10,891		16,917
North America		3,400		1,514
Eastern Europe		2,896		2,697
South and Central America		2,698		350
Africa		616		1,145
Middle East		456		1,037
Oceania and Caribbean		425		335
Total	$	33,896	$	48,115

Revenue by product type was as follows:

Year ended December 31,		2018		2017
				Restated (Note 5)
Sale of equipment	$	24,295	$	40,601
Spare parts and maintenance		6,267		5,662
Product development services		2,063		581
Exclusivity fees		1,271		1,271
Total revenues by product type	$	33,896	$	48,115

Revenue by market application was as follows:

Year ended December 31,		2018		2017
				Restated (Note 5)
Heavy duty motive	$	13,855	$	21,955
Back-up power		1,082		–
Technology solutions		1,397		850
Power to gas energy storage		1,086		8,069
Industrial hydrogen		14,259		16,578
Fueling stations		2,217		663
Total revenues by market application	$	33,896	$	48,115

2018 Consolidated Financial Statements Page 48

Hydrogenics Corporation

Revenue for the largest customers as a percentage of the total revenue was as follows:

Year ended December 31,	2018		2017
First largest (Power segment)	13	%	21	%
Second largest (Power segment)	9	%	10	%
Third largest (Power segment)	5	%	8	%
Fourth largest (OnSite Generation segment)	5	%	7	%
All other customers	68	%	54	%
Total	100	%	100	%

Note 35 – Risk Management Arising From Financial Instruments

Fair value

The carrying value of cash and cash equivalents, restricted cash, trade and other receivables, trade and other payables and contract assets, and contract liabilities approximates their fair value given their short-term nature. The carrying value of the non-current financial liabilities approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the market rates of interest is insignificant.

Fair value measurements recognized in the consolidated balance sheets must be categorized in accordance with the following levels:

(i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

(ii) Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

(iii) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value of the liabilities relating to the RSUs and DSUs is classified as Level 1. The fair value of the warrants are classified as Level 2.

The Company has not transferred any financial instruments between Levels 1, 2, or 3 of the fair value hierarchy during the year ended December 31, 2018.

Financial instruments are classified under IFRS 9 into one of the following measurement categories: financial assets at FVPL; financial liabilities at FVPL; financial assets at amortized cost, financial liabilities at amortized cost, and financial assets at FVOCI.

2018 Consolidated Financial Statements Page 49

Hydrogenics Corporation

The following table summarizes information regarding the measurement category of the Company’s financial instruments under IFRS 9 (and where different the previous measurement category under IAS 39) and their carrying amounts (which did not change as a result of the adoption of IFRS 9):

At December 31,		2018		2017
				Restated (Note 5)
Cash and cash equivalents	$	7,561	$	21,511
Restricted cash (current and non-current)		1,176		903
Restricted cash – non-current
Trade and other receivables, including contract assets		12,951		15,959
Financial assets at amortized cost (IAS 39 - Loans and receivables)	$	21,688	$	38,373
Trade and other payables	$	9,068	$	9,736
Long-term debt and repayable government contribution (current and non-current)		8,049		11,240
Operating borrowings		–		1,200
Contract liabilities, current and non-current		16,001		14,044
Capital lease		33		44
Financial liabilities at amortized cost (IAS 39 - Other financial liabilities)	$	33,151	$	36,264
DSU liability		730		1,406
Warrants		11		409
Financial liabilities at fair value through profit or loss	$	741	$	1,815

Liquidity risk

The Company has sustained losses and negative cash flows from operations since its inception. At December 31, 2018, the Company had $7,561 (2017 – $21,511) of current unrestricted cash and cash equivalents. Liquidity risk is the risk the Company will encounter difficulty in meeting its financial obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company is exposed to liquidity risk as it continues to have net cash outflows from its operations. The Company’s objective for liquidity risk management is to maintain sufficient liquid financial resources to fund the consolidated balance sheets, pursue growth and development strategies, and to meet commitments and obligations in the most cost-effective manner possible. The Company achieves this by maintaining sufficient cash and cash equivalents and managing working capital. The Company monitors its financial position on a monthly basis at minimum, and updates its expected use of cash resources based on the latest available data. Such forecasting takes into consideration the Company’s financing plans and compliance with internal targets. A significant portion of the Company’s financial liabilities is classified as current liabilities, as settlement is expected within one year.

There are uncertainties related to the timing and use of the Company’s cash resources and working capital requirements. These uncertainties include, among other things, the timing and volume of commercial sales and associated gross margin of our existing products and the development of markets for, and customer acceptance of, new products. The Company’s operations may not generate sufficient cash flow to fund our obligations. As such, these obligations will be funded out of existing and forecasted cash resources. Hydrogenics may need to take additional measures to increase its liquidity and capital resources, including obtaining additional debt or equity financing, pursuing joint-venture arrangements, equipment financings or other receivables financing arrangements. Hydrogenics may experience difficulty in obtaining satisfactory financing terms. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on Hydrogenics’ results of operations or financial condition. On December 21, 2018, the Company announced it had entered into a subscription agreement for gross proceeds of $20,520 as described in note 37.

2018 Consolidated Financial Statements Page 50

Hydrogenics Corporation

The following table details the Company’s contractual maturity for its net financial liabilities. The information presented is based on the earliest date on which the Company can be required to pay and represents the undiscounted cash flow including principal and interest.

At December 31, 2018		Due in less  than 1 year		Due in 1-3  years		Due in 4-5  years
Trade and other payables	$	9,068	$	–	$	–
DSU liability		730		–		–
Warrants		11		–		–
Long-term debt – Province of Ontario and EDC		3,760		6,493		7
Total	$	13,569	$	6,493	$	7

At December 31, 2017		Due in less than 1 year		Due in 1-3  years		Due in 4-5  years
Trade and other payables	$	9,736	$	–	$	–
DSU liability		1,406		–		–
Operating borrowings		1,200		–		–
Warrants		409		–		–
Long-term debt – Province of Ontario and EDC		4,653		7,243		3,123
Total	$	17,404	$	7,243	$	3,123

Credit risk

Credit risk arises from the risk one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk from customers. At December 31, 2018, the Company’s two largest customers accounted for 22% of revenue (31% at December 31, 2017) and 14% of accounts receivable (2017 – 48%). In order to minimize the risk of loss for trade receivables, the Company’s extension of credit to customers involves a review and approval by senior management as well as progress payments as contracts are executed and in some cases, irrevocable letters of credit. The majority of the Company’s sales are invoiced with payment terms between 30 and 60 days. The Company’s objective is to minimize its exposure to credit risk from customers in order to prevent losses on financial assets by performing regular monitoring of overdue balances and to provide an allowance for potentially uncollectible accounts receivable.

The Company’s trade and other receivables have a carrying value of $3,313 at December 31, 2018 (2017 –$6,466), representing the maximum exposure to credit risk of those financial assets, exclusive of the loss allowance.

The aging of these receivables is as follows:

At December 31,	2018		2017
Not due	76	%	77	%
Less than 30 days past due	8		11
Less than 60 days past due, more than 30 days past due	1		1
More than 60 days past due	15		11
Total	100	%	100	%

2018 Consolidated Financial Statements Page 51

Hydrogenics Corporation

The Company’s gross exposure to credit risk for trade receivables by geographic area at December 31 was as follows:

At December 31,	2018		2017
Europe	62	%	64	%
North America	5		4
Asia	31		30
Rest of world	2		2
Total	100	%	100	%

The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same type of contracts. The Company has therefore determined that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets. The loss allowance at January 1, 2018 was determined on a combined company wide basis follows for both trade receivables and contract assets based upon the Company’s historic default rates over the expected life of trade receivables and contract assets adjusted for forward looking estimates.

January 1, 2018:	Not yet due			Less than 31 days past due			31-60 days past due			More than 60 days past due			Total
Expected loss rate		0.01	%		0.05	%		0.21	%		1.34	%
Gross carrying amount	$	9,849		$	2,482		$	166		$	1,192		$	13,689
Loss allowance	$	1		$	1		$	0		$	16		$	18

The loss allowance for trade receivables and contract assets as at December 31, 2017 reconciled to the opening loss allowances on January 1, 2018 is as follows:

	Contract Assets		Trade and other receivables			Total
At December 31, 2017 under IAS 39	$	–	$	943		$	943
Write-off of amounts deemed uncollectible against gross receivables		–		(925	)		(925	)
Opening loss allowance as at January 1, 2018	$	–	$	18		$	18

The loss allowance at December 31, 2018 was determined as follows for both trade receivables and contract assets:

December 31, 2018:	Not yet due			Less than 31 days past due			31-60 days past due			More than 60 days past due			Total
Expected loss rate		0.1	%		2.6	%		3.1	%		0.9	%
Gross carrying amount	$	8,334		$	529		$	96		$	577		$	9,536
Loss allowance	$	8		$	14		$	3		$	5		$	30

Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. During the year the Company made no write-offs of trade receivables and does not expect to receive future cash flow or recoveries from collection of cash flows previously written off.

2018 Consolidated Financial Statements Page 52

Hydrogenics Corporation

The Company may also have credit risk relating to cash and cash equivalents and restricted cash, which it manages by dealing with chartered Canadian, Belgian and German banks. The credit risk is limited because the counterparties are chartered banks with high credit ratings assigned by international credit rating agencies. In addition, the Company minimizes exposure to credit risk by strategically managing cash balances at individual banks. As well, the Company may also fund working capital by leveraging credit facilities that are not 100% secured by cash, resulting in a mitigation of credit risk at the corresponding bank.

The Company’s objective is to minimize its exposure to credit risk in order to prevent losses on financial assets by placing its investments in lower risk bank acceptances at these banks. The Company’s cash and cash equivalents and restricted cash was $8,737 at December 31, 2018 (2017 – $22,414), representing the maximum exposure to credit risk of these financial assets. Approximately 99% (2017 – 98%) of the Company’s cash and cash equivalents and restricted cash at December 31, 2018 was held by four financial institutions.

The Company’s exposure to credit risk relating to cash and cash equivalents and restricted cash on deposit segmented by geographic area at December 31, 2018 and 2017 was as follows:

	2018		2017
Canada	37	%	65	%
Belgium	61		30
Germany	2		5
	100	%	100	%

Foreign currency risk

Foreign currency risk arises because of fluctuations in exchange rates. The Company conducts a significant portion of its business activities in currencies other than the Company’s functional currency of US dollars and the functional currency of its Belgium and German subsidiaries (euro). This primarily includes Canadian dollar transactions at the parent company and US dollar transactions at the Company’s subsidiaries in Belgium and Germany.

The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by converting foreign denominated financial assets into the applicable currency of the subsidiary to the extent practicable to match the obligations of its financial liabilities. The Company also periodically enters into foreign exchange forward contracts to limit its exposure to foreign currency rate fluctuations. There were no foreign exchange forward contracts in place at December 31, 2018 or at December 31, 2017.

Financial assets and financial liabilities denominated in foreign currencies will be affected by changes in the exchange rate between the functional currency and these foreign currencies. This primarily includes cash and cash equivalents; trade and other receivables; contract assets; trade and other payables; contract liabilities and other long-term financial liabilities, which are denominated in foreign currencies.

The Company recognized a net foreign exchange gains of $144 for the year ended December 31, 2018 (2017 – $635).

At December 31, 2018, if the Canadian dollar had strengthened/weakened by 10% against the US dollar, with all other variables held constant, the net loss would have been lower/higher by approximately $870 as a result of foreign exchange on the translation of Canadian dollar denominated balances.

At December 31, 2018, if the euro had strengthened/weakened by 10% against the US dollar, with all other variables held constant, the net loss would have been lower/higher by approximately $445 as a result of foreign exchange on the translation of euro denominated balances.

2018 Consolidated Financial Statements Page 53

Hydrogenics Corporation

Interest rate risk

Cash flow interest rate risk arises because of the fluctuation in market interest rates. The Company’s objective in managing interest rate risk is to maximize the return on its cash and cash equivalents and restricted cash. The Company is subject to interest rate risk on its short-term borrowings offset by cash and cash equivalents. The Company’s borrowings include both fixed and variable interest rates. Given the prevailing interest rates earned by the Company’s short-term investments, a 100 basis point increase or decrease would have minimal impact on the Company’s results.

Note 36 – Capital Management

The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its growth strategy, fund research and product development, while at the same time, taking a conservative approach toward financial leverage and management of financial risk.

The Company’s primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company currently funds these requirements from existing cash resources, cash raised through share issuances and long-term debt. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its products and services to its customers and returns to its shareholders. The Company monitors its capital on the basis of the adequacy of its cash resources to fund its business plan. In order to maximize the capacity to finance the Company’s ongoing growth, the Company does not currently pay a dividend to holders of its common shares.

The Company’s capital is composed of debt and shareholders’ equity as follows:

At December 31,		2018		2017
Total equity	$	10,961	$	24,173
Operating borrowings		–		1,200
Long-term debt and repayable government contributions, including current portion		8,082		11,284
Total		19,043		36,657
Less Cash and cash equivalents and restricted cash		8,737		22,414
Total capital employed	$	10,306	$	14,243

Note 37 – Subsequent Events

On December 21, 2018, the Company and The Hydrogen Company (“H2C”) entered into a subscription agreement to issue 3,537,931 common shares of Hydrogenics to H2C on a private placement basis, for gross proceeds to Hydrogenics of $20,520 or $5.80 per common share. The subscription price represented approximately a 20% premium to the 20-day volume-weighted average trading price of the Company’s common shares on the NASDAQ for the period ending December 20, 2018.

The transaction closed on January 24, 2019 and the Company received net proceeds of $20,305 after fees and expenses of $215. Subsequent to closing of the private placement, H2C’s interest in Hydrogenics is approximately 18.6% of total issued common shares.

The subscription agreement provides, among other things, that H2C has participation rights on future offerings and the right to nominate one director to the board of directors of Hydrogenics, and that H2C will be subject to certain restrictions, including lock-up, transfer, standstill and voting restrictions, subject, in each case, to certain ownership threshold requirements or for a period of one year from the date of the subscription agreement.

2018 Consolidated Financial Statements Page 54

EX-99.2

Exhibit 99.2

Hydrogenics Corporation

2018 Management’s Discussion and Analysis

Hydrogenics Corporation

The following Management’s Discussion and Analysis (“MD&A”) of Hydrogenics Corporation (“Hydrogenics” or the “Company”) should be read in conjunction with the Company’s Audited Consolidated Financial Statements and related notes for the year ended December 31, 2018. The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applicable to the preparation of financial statements. On January 1, 2018, the Company was required to adopt IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) and IFRS 9 Financial Instruments (“IFRS 9”). Accordingly, the Company has commenced reporting on this basis in these consolidated financial statements. The term “IAS 18” refers to IFRS revenue recognition prior to the adoption of IFRS 15. While the adoption of IFRS 15 has not had an impact on the Company’s reported net cash flows, there has been a material impact on its consolidated balance sheets and consolidated statements of operations and comprehensive loss, which is discussed further in Section 9 of this MD&A.

The Company uses certain non-IFRS financial performance measures in this MD&A. For a detailed reconciliation of each of the non-IFRS measures used in this MD&A, please see the discussion under “Non-IFRS Measures” below.

In this MD&A, all currency amounts (except per unit amounts) are in thousands and, unless otherwise stated, they are in thousands of United States dollars (“US Dollars”). The information presented in this MD&A is as of March 15, 2019, unless otherwise stated.

Additional information about Hydrogenics, including our 2018 Audited Consolidated Financial Statements and our Annual Report on Form 40-F, which is filed in Canada as our annual information form, is available on our website at www.hydrogenics.com, on the SEDAR website at www.sedar.com, and on the EDGAR filers section of the U.S. Securities and Exchange Commission website at www.sec.gov.

This document contains forward-looking statements, which are qualified by reference to, and should be read together with the “Forward-Looking Statements” cautionary notice on page 30 of this MD&A.

“Hydrogenics” or the “Company” or the words “our,” “us” or “we” refer to Hydrogenics Corporation and its subsidiaries.

2018 Management’s Discussion and Analysis Page 2

Hydrogenics Corporation

Management’s Discussion and Analysis Table of Contents
Section	Description	Page
1	Our Business	4
2	Growth Strategy	7
3	Operating Results	9
4	Financial Condition	15
5	Summary of Quarterly Results	16
6	Liquidity and Capital Resources	17
7	Outstanding Share Data	22
8	Critical Accounting Estimates	22
9	Changes in Accounting Policies and Recent Accounting Pronouncements	22
10	Strategy and Outlook	24
11	Related Party Transactions	26
12	Disclosure Controls	26
13	Internal Control Over Financial Reporting	26
14	Reconciliation of Non-IFRS Measures	27
15	Risk Factors	28
16	Forward-looking Statements	30

2018 Management’s Discussion and Analysis Page 3

Hydrogenics Corporation

1 Our Business

Who We Are

Hydrogenics, together with its subsidiaries, is a globally recognized leader in the design, development and manufacture of hydrogen generation, energy storage and fuel cell products based on water electrolysis technology and proton exchange membrane (“PEM”), technology. Hydrogenics’ mission is to provide safe, secure, sustainable and emission free energy as a leading global provider of clean energy solutions based on hydrogen. We maintain operations in Belgium, Canada and Germany with a satellite office in the United States and branch offices in Russia and Indonesia.

We believe our intellectual property provides us with a strong competitive advantage and represents a significant barrier to entry. As part of our portfolio, we maintain a collection of innovative energy storage patents with broad and exclusive rights concerning the use of excess electrical power to produce hydrogen from water while simultaneously providing electric grid stabilization services. We believe these patents place Hydrogenics in the strongest possible position to build our company over the long term and will continue to strengthen our efforts as electric grid operators look to hydrogen as an important strategy for utility-scale energy storage.

How We Are Organized

We operate in various geographic markets and organize ourselves in two reportable segments being Onsite Generation and Power Systems.

Our OnSite Generation business segment is primarily based in Oevel, Belgium and develops products for industrial gas, hydrogen fueling and renewable energy storage markets. For the year ended December 31, 2018, our OnSite Generation business reported revenues of $18.3 million and, at December 31, 2018, had 81 full-time employees.

Our Power Systems business segment is primarily based in Mississauga, Canada, with operations in Gladbeck, Germany, and a satellite facility in Carlsbad, California, USA, and develops products for energy storage, motive power and stationary applications. For the year ended December 31, 2018 our Power Systems business reported revenues of $15.6 million and, at December 31, 2018 had 102 full-time employees.

Where applicable, corporate and other activities are reported separately as Corporate and Other. This is the provision of corporate services and administrative support. At December 31, 2018, our corporate segment had four full-time employees.

OnSite Generation

Our OnSite Generation business segment, is based on water electrolysis technology which involves the decomposition of water into oxygen and hydrogen gas by passing an electric current through a liquid electrolyte (“alkaline”) or a solid PEM. The resultant hydrogen gas is then captured and used for industrial gas applications, hydrogen fueling applications, and is used to store renewable and surplus energy in the form of hydrogen gas (commonly referred to as “Power-to-Gas”).

Historically the demand for onsite generation of hydrogen gas has been driven by relatively modest manufacturing market applications for industrial hydrogen. A typical unit for these applications would generate 20 to 60 normal cubic meters of hydrogen and consume 100 to 300 kilowatt (kW) of electrical energy. We serve this market with our HySTAT® and HyLYZER® branded alkaline electrolyzer products, which are based on 60 years of hydrogen experience, meet international standards, such as ASME, CE, Rostechnadzor and UL, and are certified ISO 9001 from design to delivery. We configure our HySTAT® products for both indoor and outdoor applications and tailor our products to accommodate various hydrogen gas requirements. Our OnSite Generation products are sold to leading merchant gas companies, such as Air Liquide and Linde Gas and end-users requiring high purity hydrogen produced on-site for industrial applications.

Hydrogenics is also one of the leaders in Power-to-Gas market, an innovative energy conversion and storage solution using PEM electrolysis. Our modular PEM stack electrolyzer is the most power dense unit in the market today and is ideally suited for large scale, multi megawatt energy storage applications. Power-to-Gas is the three-step process of integrating renewable sources of generation by load-following, converting the surplus electricity to hydrogen or renewable gas, and finally the gas is used for fuel, power generation or industrial purposes. An electrolyzer provides the rapid, dynamic response to the Independent System Operator’s signals to accurately load-follow the intermittent generation pattern of renewable sources such as wind turbines. Surplus electricity can be stored for consecutive days or even consecutive weeks without the need to discharge; it is a seasonal storage capability. This energy storage solution bridges the power grid and the gas grid to unlock new options. It enhances the flexibility of managing the power grid and provides the means to capitalize on the vast potential of alternative sources of generation to produce a local source of renewable gas to de-carbonize the gas system. Hydrogenics is working with global energy utilities such as Uniper and, most recently in a joint venture with Enbridge, to commercialize Power-to-Gas energy storage.

2018 Management’s Discussion and Analysis Page 4

Hydrogenics Corporation

In addition to Power-to-Gas market, large-scale industrial applications are also appearing for the fueling market, which can be supported by the same PEM electrolysis technology we use for Power-to-Gas. Fueling market opportunities are being driven by the planned deployment of heavy mobility applications for trains, buses and trucks with fleet-based requirements. We also are promoting electrolysis in hydrogen fueling stations combined with possible Power-to-Gas solutions at a distributed storage level. The electrolyzer can be used to generate hydrogen during periods of surplus energy levels, thus absorbing the excess energy at lower cost to generate hydrogen. This hydrogen is then stored at site and can be used to fuel hydrogen cars, trains, trucks and buses. If the surplus power is generated from renewable energy sources such as wind and solar, the potential exists for a completely zero-emission “green” solution as hydrogen fuel cell vehicle emissions only produce water vapor.

During the past year, we have identified several large-scale applications which would consume 10 to 100 megawatts (“MW”) of power, which is 100 to 300 times larger than a typical industrial unit to date. On February 25, 2019, we announced the first award of such a project at 20 MW for Air Liquide Canada. On December 21, 2018, we announced the signing of a Technology and Business Development Agreement (“TBDA”) with The Hydrogen Company (“H2C”), a wholly-owned subsidiary of L’Air Liquide S.A. (“Air Liquide”). The terms of the TBDA provide for the joint development of a large scale PEM electrolysis solution focused on lowering the total cost of ownership and collaboration to bid this solution on large scale PEM electrolysis projects worldwide.

Engagement with other lead customers, such as Uniper and Enbridge, continues to suggest substantial long-term opportunity for Power-to-Gas, an application for energy conversion and storage. The ongoing commercialization of these applications will coincide with changes to legal and regulatory frameworks in countries that recognize the commercial importance of energy storage as a key factor in energy management and reducing a carbon footprint for electricity generation. A notable development in 2018 was the adoption of the Renewable Energy Directive, Part ii in June by the European union, which formally sanctioned hydrogen as a zero-emission solution across both motive and Power-to-Gas applications.

The business objectives for our OnSite Generation group are to: (i) continue to pursue opportunities for customers to convert otherwise wasted renewable energy, such as wind, solar or excess baseload energy, into hydrogen; (ii) further expand into global markets, such as Eastern Europe (including Russia), Asia, Australia, North America and the Middle East; (iii) grow our fueling station business; (iv) further increase the gross margins of existing product lines by improving our procurement and manufacturing processes; (v) reduce the total cost of ownership of our products through design and technology improvement; and (vi) further increase the reliability and durability of our products to exceed the expectations of our customers and improve the performance of our applications.

Power Systems

Our Power Systems business segment is based on PEM fuel cell technology, which transforms chemical energy liberated during the electrochemical reaction of hydrogen and oxygen into electrical energy. Our HyPM® branded fuel cell products are based on our extensive track record of on-bench testing and real-time deployments across a wide range of stationary and motive power profiles. We configure our HyPM® products into multiple electrical power outputs ranging from three kW to one MW with ease of integration, high reliability and operating efficiency, delivered from a highly compact fuel cell and balance of stack design.

Our target markets include motive power applications, such as trains, buses, trucks and heavy-duty utility vehicles and stationary power applications (including primary and back-up power). Our target future addressable markets (stationary power and mobility markets) are estimated to be in excess of $2 billion specifically related to power systems now largely served by diesel power generation and other liquid fuels.

Our Power Systems products are sold to leading Original Equipment Manufacturers (“OEMs”) and drive systems integrators for motive power. Additionally, our products are sold for prototype field tests intended to be direct replacements for traditional lead-acid battery packs for motive applications. We also sell our power systems in stationary power applications such as those employed for telecom applications. Finally, we also sell our Power Systems products to aerospace, military and other early adopters of emerging technologies.

2018 Management’s Discussion and Analysis Page 5

Hydrogenics Corporation

The business objectives for our Power Systems group are to: (i) offer a standard fuel cell platform configurable for many markets, thereby enabling manufacturing efficiencies and reduced development spending; (ii) achieve further market penetration in the stationary power and motive power markets by tailoring our HyPM® fuel cell products to meet market specific requirements, including price, performance and features; (iii) reduce product cost while improving durability and reliability; (iv) invest in sales and market development activities in the backup power and motive power markets; (v) continue to target early adopters of emerging technologies as a bridge to future commercial markets; and (vi) secure the requisite people and processes to align our anticipated growth plans with our resources and capabilities.

Our Power Systems business competes with several well-established battery and internal combustion engine companies in addition to several other fuel cell companies. We compete on relative price to performance, design innovation and ease of integration. In the backup power market, we believe our HyPM® systems have an advantage over batteries and internal combustion engines for customers seeking extended run requirements, by offering more reliable and economical performance. In motive power markets, we believe our HyPM® products are well positioned against diesel generation and lead-acid batteries by offering increased productivity, lower operational costs and extended range.

There are four types of fuel cells other than PEM fuel cells that are generally considered to have possible commercial applications, including phosphoric acid fuel cells, molten carbonate fuel cells, solid oxide fuel cells and alkaline fuel cells. Each of these fuel cell technologies differs in their component materials and operating characteristics. While all fuel cell types may have potential environmental and efficiency advantages over traditional power sources, we believe PEM fuel cells can be manufactured less expensively and are more efficient and more practical in compact-scale stationary and motive power applications. Furthermore, most automotive companies have selected PEM technology for fuel cell powered automobiles. We expect this will help establish concentration around PEM technology and may result in a lower cost in the supply chain, as compared to the other fuel cell technologies.

How We Sell Our Products

Our products are sold worldwide to OEMs, systems integrators and end-users through a direct sales force and a network of distributors. Our sales method varies depending on the product offering, market and stage of technology adoption. As discussed above, the terms of the TBDA with Air Liquide provide for a joint collaboration to bid on large scale PEM electrolysis projects.

Intellectual Property

We protect our intellectual property by means of a combination of patents, copyrights, trademarks, trade secrets, licenses, non-disclosure agreements and contractual provisions. We generally enter into non-disclosure and confidentiality agreements with each of our employees, consultants and third parties that have access to our proprietary technology. We currently hold 175 patents in a variety of jurisdictions and have 45 patent applications pending. Additionally, we enter into commercial licenses and cross-licenses to access third party intellectual property.

We believe our intellectual property provides us with a strong competitive advantage and represents a significant barrier to entry into our industry for potential competitors.  As part of our patent portfolio, we maintain a collection of innovative energy storage patents with broad and exclusive rights concerning the use of excess electrical power to produce hydrogen from water while simultaneously providing electric grid stabilization services.  We believe these patents place Hydrogenics in the strongest possible position to build our Company over the long-term and will continue to strengthen our efforts across the target markets and applications described above.

We typically retain sole ownership of intellectual property developed by us. In certain situations, we provide for shared intellectual property rights. We have these rights in perpetuity, including subsequent improvements to the licensed technology.

Given the relative early stages of our industry, our intellectual property is and will continue to be important in providing differentiated products to customers.

2018 Management’s Discussion and Analysis Page 6

Hydrogenics Corporation

Government Regulation

We are not subject to regulatory commissions governing traditional electric utilities and other regulated entities in any of the jurisdictions that we operate in. Our products are subject to oversight and regulation by governmental bodies in regards to building codes, fire codes, public safety, electrical and gas pipeline connections and hydrogen siting, among others.

2 Growth Strategy

Our strategy is to develop electrolyzer and fuel cell products for sale to OEMs, integrators, electric utilities, gas utilities, merchant gas companies, municipalities and other owners of mass transit applications (such as buses and trains) and end-users requiring highly reliable products offered at competitive prices. We believe our success will be substantially predicated on the following factors:

Increasing Market Penetration

At December 31, 2018, we had 17 full-time staff employed in sales functions. Five of our senior management team are also actively involved in sales initiatives, including maintaining close contact with our more significant customers. Our focus remains to strengthen the sales function by continually assessing responsibilities to permit dedicated sales leadership, obtaining detailed assessments of markets, and leveraging our strategic relationships with companies such as Enbridge, Air Liquide and Alstom.  Notable in 2018 was the signing of the TBDA with Air Liquide noted in Section 1 above.

During 2018, we continued the focus prior years on developing several key markets and geographies. After a strong start in the Chinese market in 2017 for Power Systems, progress slowed in 2018. The integration and deployment of the earlier shipped volumes consumed the available execution capability to deploy more. We anticipate ongoing growth in demand in China and we continue our discussions with multiple existing and new partners to realize further sales and deliver on current backlog. Also on the mobility front, work continued on our 10 year contract to develop and supply hydrogen fuel cell propulsion systems for Alstom Transport for passenger rail in Europe. Notable in 2018 was the certification and subsequent commissioning into service of the Coradia iLint platform. This has provided Alstom with a significant catalyst in their sales efforts for the platform as it is now in service and production orders under our contract are expected in 2019. We are also actively investigating extending hydrogen rail opportunities into other markets; notably, in North America, Europe and Asia.

Additionally, we have developed or maintained relationships with third parties we believe are well positioned in our relevant markets to identify new opportunities for our products. In the industrial gas market, these third parties include leading merchant gas companies, such as Air Liquide. In the energy storage market, we are leveraging our strategic relationship with Enbridge. During 2018, the energy storage facility project was commissioned and accepted by the Independent Energy Service Operator (“IESO”). The facility began in-service operations under an IESO Regulation Services contract effective May 2018.

Please also refer to Section 1 Our Business under Power Systems and OnSite Generation for further discussion related to increasing our market penetration.

Future Markets

There are several drivers which will accelerate growth in our markets in the coming year. Electrification of transport, elimination of diesel fuel and ongoing concern about air quality are major themes. Increasingly around the world, governments are supporting these themes with policy and funding initiatives. Hydrogen is a versatile energy carrier which enables the “coupling” of sectors which depend on energy. Renewable power generation, efficient grid operations, industrial demand and transport can all be served in an integrated way with hydrogen. Accordingly, our combined competence in electrolysis (the fuel side) and fuel cells (the engine side) supports attractive future market optionality for the company.

2018 Management’s Discussion and Analysis Page 7

Hydrogenics Corporation

Advancing Our Product Designs

Within our OnSite Generation business segment, we remain focused on two key areas. First, reducing the cost of our HySTAT® alkaline electrolyzer and improving its efficiency. Innovation in the design, elimination of non-value adding components, improved component sourcing and fundamental electrochemical improvements have all contributed to ongoing cost reduction initiatives in 2018 and beyond. We also recognize the opportunity for larger scale energy storage installations and are continuing to develop significantly scale-up products to better meet this market opportunity. Second, we are looking at continuing the rollout of PEM electrolysis, particularly in the area of Power-to-Gas where PEM technology provides a more scalable solution than alkaline electrolysis at higher power levels. The terms of the TBDA announced with Air Liquide noted in Section 1 aligns with this focus area as it provides for the joint development of a large-scale PEM electrolysis solution focused on lowering the total cost of ownership.

Within our Power Systems business segment, we spent much of 2018 focusing on further reducing the cost of a fully integrated fuel cell system inclusive of its components and expanding our core product range to 50kW. We continue to leverage our integration capability in taking a standard fuel cell stack and finding multiple cost-effective applications. The result is a common building block such as our (HD30 30kW fuel cell) being used in multiple applications such as buses, stationary power and grid stabilization. We have achieved significant cost reduction milestones but will continue to further improve the financial viability of the product in the marketplace by looking at both scale (increased volume ordering from suppliers) as well as bringing components of the supply chain in-house to further reduce production cost.

2018 Management’s Discussion and Analysis Page 8

Hydrogenics Corporation

3 Operating Results

Selected Financial information

(in thousands of US dollars, except per share amounts)

	Year ended December 31,									Favourable  (Unfavourable)
	2018			2017			2016			2018 vs 2017			2017 vs 2016
OnSite Generation	$	18,308		$	25,268		$	17,510			(28	)%		44	%
Power Systems		15,588			22,847			11,480			(32	)%		99	%
Total revenue		33,896			48,115			28,990			(30	)%		66	%
Gross profit		8,725			11,678			5,995			(25	)%		95	%
Gross Margin %		26	%		24	%		21	%
Selling, general and administrative expenses		11,613			13,626			10,825			15	%		(26	)%
Research and product development expenses, net		7,486			6,376			3,576			(17	)%		(78	)%
Loss from operations		(10,374	)		(8,324	)		(8,406	)		(25	)%		1	%
Loss from joint ventures		(1,637	)		(334	)		(156	)		(390	)%		(114	)%
Finance loss, net		(1,028	)		(2,108	)		(1,295	)		51	%		(63	)%
Income tax expense		(300	)		-			-			n/a			n/a
Net loss	$	(13,339	)	$	(10,766	)	$	(9,857	)		(24	)%		(9	)%
Net loss per share	$	(0.86	)	$	(0.77	)	$	(0.79	)		(12	)%		2	%
Cash operating costs1	$	18,309		$	17,725		$	13,894			(3	)%		(28	)%
Adjusted EBITDA1		(9,387	)		(5,960	)		(7,555	)		(57	)%		21	%
Cash used in operating activities		(8,381	)		(4,782	)		(13,213	)		(75	)%		64	%
Cash and cash equivalents (including restricted cash)		8,737			22,414			11,278			(61	)%		99	%
Total assets		49,924			66,215			49,273			(25	)%		34	%
Total non-current liabilities (excluding contract liabilities and deferred funding)	$	6,521		$	9,492		$	10,103			31	%		6	%

^{1 Cash operating costs and Adjusted EBITDA are Non-IFRS measures. Refer to section 14 – Reconciliation of Non-IFRS Measures.}

Highlights for the year ended December 31, 2018 compared to the year ended December 31, 2017

· Revenues decreased by $14.2 million, or 30% to $33.9 million for the year ended December 31, 2018 compared to $48.1 million in the prior year. Power Systems business segment revenues declined by 32% primarily attributable to delayed customer orders against our backlog for the Chinese market due to the capacity of our existing integration partners to deploy and support more units beyond the large number of units they ordered in 2017. OnSite Generation business segment revenues declined by 28% due to reduced demand for our onsite industrial hydrogen solution.

· We received $32.9 million in new orders for the year ended December 31, 2018 (2017 – $75.9 million) consisting of $19.4 million (2017 – $21.7 million) for the OnSite Generation business and $13.5 million (2017 – $54.2 million) for the Power Systems business. The OnSite Generation business achieved a net positive order intake of $1.1 million, whereas orders delivered exceeded orders received by $2.1 million in Power Systems. As discussed in our Q2-2018 MD&A, we commenced discussions with Kolon Water and Energy Co. Ltd. with respect to dissolving our joint arrangement. Accordingly, $7.5 million of backlog with the joint venture arrangement for Power Systems was cancelled at that time. Accumulated backlog otherwise remains strong and our sales pipeline remains very active across both lines of business.

2018 Management’s Discussion and Analysis Page 9

Hydrogenics Corporation

	December 31, 2017  backlog		IFRS 15 Adj.			Orders  Received		FX			Orders  Delivered/  Revenue  Recognized		Orders cancelled		December 31, 2018  backlog
OnSite Generation	$	19.9	$	(0.8	)	$	19.4	$	0.4		$	18.3	$	-	$	20.6
Power Systems		124.7		(0.3	)		13.5		(2.7	)		15.6		7.5		112.1
Total	$	144.6	$	(1.1	)	$	32.9	$	(2.3	)	$	33.9	$	7.5	$	132.7

· Of the above backlog of $132.7 million, we expect to recognize approximately $49.0 million as revenue in the following 12 months.

· Gross margin increased from 24% to 26% of revenue primarily due to product mix within the Power Systems segment, which saw an increase in gross margin from 35% to 39%. The OnSite Generation segment gross margin of 14% was the same as last year.

· Selling, general and administrative (“SG&A”) expenses for 2018 of $11.6 million were lower by $2.0 million, or 15%, compared to $13.6 million for the year ended December 31, 2017. The decrease is attributable to non-cash gains realized on the revaluation of Deferred Share Units (“DSUs”) in 2018 due to changes in our stock price, a reconciliation of which is provided in Section 14 under Cash Operating Costs. Net of these non-cash gains, SG&A for the year decreased by $0.4 million, or 3.3% as compared to last year.

· Net research and product development (“R&D”) expenses were $7.5 million for the year ended December 31, 2018 compared to $6.4 million in 2017, an increase of $1.1 million, or 17%. Of the $7.5 million spent on net R&D, $1.3 million relates to construction of a hydrogen fueling station we will own and operate in the Greater Toronto Area, $0.6 million relates to commissioning costs for the 2.5MW Power-to-Gas joint venture with Enbridge, $1.8 million relates to our Fuel Cell Power Module (“FCPM”) manufacturing expansion and process improvement initiatives, $2.2 million relates to expanding our FCPMs to new mobility use cases and furthering development on the next generation of our fuel cell stack platform, and $1.6 million relates to product development within our OnSite Generation business.

· Loss from operations increased by $2.1 million for the year ended December 31, 2018 to $10.4 million as compared to $8.3 million in 2017. The increase is attributable to lower revenue and reduced gross profit, higher net R&D expenses partially offset by lower SG&A for the year, as noted above.

· Loss from joint ventures increased by $1.3 million for the year ended December 31, 2018 attributable to the loss of $1.6 million recorded in the second quarter of 2018 to adjust the carrying value of our investment in our joint venture arrangement with Kolon Water and Energy Co. Ltd.

· Net finance loss decreased by $1.1 million for the year ended December 31, 2018 due primarily to the non-cash gains on the change in fair value of outstanding warrants due to a lower share price.

· Net loss for the year ended December 31, 2018 was $13.3 million, or $0.86 per share, compared to a net loss of $10.8 million, or $0.77 per share, for the prior year. The increase in net loss in the current year is a result of lower revenue and gross profit, the increase in loss from joint ventures and higher net R&D partially offset by the decreases in SG&A expenses and net finance loss, as discussed above.

· Cash operating costs increased by $0.6 million for the year ended December 31, 2018 compared to last year attributable to an increase in net R&D of $1.1 million, partially offset by a $0.4 million decrease in SG&A expenses.

· Adjusted EBITDA loss increased by $3.4 million to $9.4 million for the year ended December 31, 2018 from $6.0 million for the prior year. The increase is primarily attributable to lower gross profit of $3.0 million and higher cash operating costs of $0.6 million.

2018 Management’s Discussion and Analysis Page 10

Hydrogenics Corporation

Highlights for the previous year ended December 31, 2017 compared to the year ended December 31, 2016

· Revenues increased by $19.1 million, or 66%, to $48.1 million for the year ended December 31, 2017 compared to $29.0 million in the prior year due primarily to increases in shipments in both of our segments. Specifically: i) an $8.7 million increase in Power Systems revenue principally related to the delivery of fuel cell mobility orders to the Chinese mobility market; and ii) $11.1 million in energy storage orders related to Power-to-Gas applications for EGAT Thailand, Doosan Babcock in Aberdeen, Scotland, and Brunsbuttel, Germany.

· The Company received new orders for $21.7 million (2016 - $21.2 million) for the OnSite Generation business and $54.2 million (2016 - $22.8 million) for the Power Systems business.

	December 31, 2016  backlog		Orders  Received		FX		Orders  Delivered/  Revenue  Recognized		December 31, 2017  backlog
OnSite Generation	$	20.8	$	21.7	$	2.4	$	25.0	$	19.9
Power Systems		85.8		54.2		7.8		23.1		124.7
Total	$	106.6	$	75.9	$	10.2	$	48.1	$	144.6

· Gross margin increased from 21% to 24% of revenue primarily due to product mix within the Power Systems segment, which saw an increase in gross margin from 22% to 35%. This was partially offset by several key first-of-a-kind projects having a lower margin profile within the OnSite Generation segment.

· SG&A expenses for 2017 of $13.6 million were greater by $2.8 million, or 26%, compared to $10.8 million for the year ended December 31, 2016. Excluding the impact of the reversal of an indemnification liability of $0.5 million associated with an acquisition in 2004 included within the year ended 2016 as well as the reversal of previously charged compensation expense for PSUs of $0.2 million also included within the year ended 2016, SG&A expenses increased $2.1 million. This increase was due to: i) mark-to-market expenses totaling $1.2 million as a result of the increase in our share price for the year ended December 31, 2017 as compared to the year ended December 31, 2016 (to C$14.00 from C$5.75); ii) an increase of $0.5 million in allowance for doubtful accounts related to the collectability of a receivable related to a energy storage project; and iii) an increase of $0.4 million relating to increased business activity, such as compensation costs tied to the achievement of targets, legal fees and insurance costs.

· R&D expenses were $6.4 million for the year ended December 31, 2017 compared to $3.6 million in 2016, an increase of $2.8 million, or 78%. In the Power Systems segment, the increase represents increased spending on R&D, primarily for multi-megawatt energy storage projects specifically for our Power-to-Gas facility with our Enbridge joint venture in Toronto, Canada, and mobility applications such as ongoing development on the next generation of our fuel cell stack platform for mobility applications such as rail, trucks and buses. While net R&D expenses also increased in the OnSite Generation segment, this increase was principally due to a decline in funded R&D as there was a significant Power-to-Gas demonstration project ongoing in Denmark in 2016. Overall gross R&D spending levels at OnSite Generation declined year-over-year.

· Adjusted EBITDA loss decreased to $6.0 million for the year ended December 31, 2017 from $7.6 million for the prior year, for the reasons noted above.

· Net loss for the year ended December 31, 2017 was $10.8 million, or $0.79 per share, compared to a net loss of $9.9 million, or $0.79 per share, for the prior year. While gross profit increased over $5.7 million, the increase in SG&A expenses and R&D expenses, as discussed above, resulted in a consistent loss from operations when compared to the year ended December 31, 2016. The increase in net loss in the current period reflects an increase in other finance losses of $1.0 million. There was a $0.7 million loss on fair value adjustments relating to outstanding and exercised warrants in the year ended December 31, 2017, whereas the year ended December 31, 2016 included a $0.8 million fair value gain related to outstanding warrants. This was offset by an increase in net foreign currency gains (losses) from a loss of $0.3 million for the year ended December 31, 2016 to a gain of $0.6 million in the current year.

· Cash operating costs increased 28% to $17.8 million for the year ended December 31, 2017, compared to $13.9 million for the year ended December 31, 2016, primarily reflecting the increase in SG&A and net R&D expenses above.

2018 Management’s Discussion and Analysis Page 11

Hydrogenics Corporation

Business Segment Review

We report our results in two business segments: OnSite Generation and Power Systems. Our reporting structure reflects the way we manage our business and how we classify our operations for planning and measuring performance. The corporate office and administrative support is reported under Corporate and Other. Refer to Section 10 Strategy and Outlook for a more extensive discussion regarding our products, markets and our business segment strategy.

OnSite Generation

Selected Financial Information

	Years ended December 31,						Favourable (Unfavourable)
	2018			2017			2018 vs 2017
Revenues	$	18,308		$	25,268			(28	)%
Gross profit		2,648			3,663			(28	)%
Gross margin %		14	%		14	%		-
Selling, general and administrative expenses		2,959			3,381			12	%
Research and product development expenses, net		2,927			1,275			(130	)%
Segment loss	$	(3,238	)	$	(993	)		(226	)%

Revenues decreased by 28% for the year ended December 31, 2018 as compared to last year due to reduced demand for industrial hydrogen equipment. New orders awarded for the year ended December 31, 2018 amounted $19.4 million (2017 – $21.7 million), resulting in a net increase of $0.7 million in our backlog during the year. Backlog at December 31, 2018 of $20.6 million (2017 - $19.9 million) is expected to be recognized as revenue in the next twelve months.

Gross margin remained consistent with last year despite the lower level of revenue available to absorb fixed production overheads.

SG&A expenses decreased by 12% in 2018 versus 2017 attributable to the write-off in 2017 of $0.4 million for bad debts. Otherwise expenses were comparable year over year.

Net R&D expenses increased in 2018 versus 2017, primarily attributable to the construction of a hydrogen fueling station in the Greater Toronto Area that the Company will own and operate. These expenses amounted to $1.3 million for the year ended December 31, 2018 with a further $1.6 million spent related to product development activities.

Segment loss increased by $2.2 million for the year ended December 31, 2018, as compared to the same period last year, reflecting lower gross profit of $1.0 million and the increase in net R&D expenses of $1.7 million, partially offset by the decrease in SG&A of $0.4 million.

Power Systems

Selected Financial Information

	Years ended December 31,						Favourable (Unfavourable)
	2018			2017			2018 vs 2017
Revenues	$	15,588		$	22,847			(32	)%
Gross Profit		6,077			8,015			(24	)%
Gross margin %		39	%		35	%		11	%
Selling, general and administrative expenses		4,276			4,321			1	%
Research and product development expenses, net		4,495			4,996			10	%
Segment loss	$	(2,694	)	$	(1,302	)		(107	)%

2018 Management’s Discussion and Analysis Page 12

Hydrogenics Corporation

Revenues decreased $7.3 million for the year ended December 31, 2018 as compared to the same period in 2017. The decrease in revenue is attributable to delayed customer orders against our existing backlog for the Chinese market due to the capacity of our existing integration partners to deploy and support more units beyond the larger number of units they ordered in 2017.

Orders awarded through 2018 amounted to $13.5 million (2017– $54.2 million) versus revenue of $15.6 million over the same period, resulting in a $2.1 million net decrease in backlog. As discussed in Section 3 Overall Performance and in our Q2-2018 MD&A, we commenced discussions in June 2018 with Kolon Water and Energy Co. Ltd. with respect to dissolving our joint venture arrangement. Accordingly, $7.5 million of backlog with the joint venture was cancelled in the second quarter 2018. The balance of backlog reduction year over year relates to foreign exchange movements. Backlog otherwise remained strong and our sales pipeline remains very active. Specifically, at December 31, 2018, backlog was $112.1 million (2017 – $124.7 million) with approximately $28.4 million of this backlog expected to be recognized as revenue in the next twelve months.

Gross margin of 39% was achieved in 2018, compared to 35% in 2017. The lower margin in 2017 was due in part to the initial production run of the Alstom commuter rail power modules. However, the improved margin in 2018 also reflects year-over-year progress towards product standardization, production process efficiencies and improved supply chain management.

SG&A expenses in 2018 were comparable with the prior year.

Net R&D expenses were down $0.5 million for the year ended December 31, 2018 versus the comparative period in 2017 attributable to Canadian government funding received in 2018 towards manufacturing and product development initiatives. Year-to-date 2018 expenses of $4.5 million reflect spending of $0.6 million on the development of the multi-megawatt energy storage project using PEM fuel cell technology, $1.7 million on government funded FCPM manufacturing expansion and process improvement initiatives, and $2.2 million related to expanding our FCPMs to new mobility use cases, such as heavy duty commercial vehicles, and ongoing development on the next generation of our fuel cell stack platform. The Canadian government funding noted above was awarded in March 2018 and subsequently cancelled effective September 28, 2018, coinciding with a change in government and policy direction.

Segment loss increased $1.4 million for the year ended December 31, 2018 compared to same period in 2017 due to lower revenue and lower gross profit of $1.9 million offset by the decrease in R&D expenses of $0.5 million.

Corporate and Other

Selected Financial Information

	Years ended December 31,						Favourable (Unfavourable)
	2018			2017			2018 vs 2017
Selling, general and administrative expenses	$	4,378		$	5,924			26	%
Research and product development expenses, net		64			105			39	%
Loss from joint ventures		1,637			334			(390	)%
Interest expense, net		1,469			1,812			19	%
Foreign currency gains, net		(144	)		(635	)		(77	)%
Other finance (gains) losses, net		(297	)		931			n/a
Segment loss	$	7,107		$	8,471			16	%

SG&A expenses decreased $1.5 million for the year ended December 31, 2018 versus the comparative period in 2017. The decrease is a result of a net $1.6 million positive change in the non-cash fair value adjustments of DSUs (as reflected in the reconciliation of Cash Operating Costs in Section 14 Reconciliation of Non-IFRS measures). SG&A expenses for the year ended December 31, 2018 were otherwise comparable to same period in 2017.

2018 Management’s Discussion and Analysis Page 13

Hydrogenics Corporation

Loss from joint ventures increased $1.3 million for the year ended December 31, 2018 as compared to the prior year. The increase relates primarily to the loss of $1.6 million recorded in the second quarter of 2018 to reflect a reduction of the carrying value of the assets of Kolon Hydrogenics to their estimated net recoverable amount based upon an assessment of fair values less costs of disposal. This write-down coincided with discussions commenced in June 2018 with Kolon Water and Energy Co. Ltd. with respect to dissolving our joint venture arrangement expected in 2019.

Net interest expense decreased $0.3 million for the year ended December 31, 2018 as compared to last year due to lower debt outstanding year over year due to principal repayments.

Net foreign currency gains decreased as a result of principal repayments of Canadian dollar denominated loans during the year.

Other net finance gains (losses) improved $1.2 million for the year ended December 31, 2018 compared to last year attributable to non-cash fair value adjustments for outstanding warrants. The improvement was driven by a lower share price as well as the effect of fewer warrants outstanding relative to the prior year. 

2018 Management’s Discussion and Analysis Page 14

Hydrogenics Corporation

4 Financial Condition

	December 31,		December 31,		Increase (decrease)
	2018		2017		$			%
Cash, cash equivalents and restricted cash	$	8,737	$	22,414	$	(13,677	)		(61	)%
Trade and other receivables		6,728		8,736		(2,008	)		(23	)%
Contract assets – (current and non-current)		6,223		7,223		(1,000	)		(14	)%
Inventories		17,174		15,048		2,126			14	%
Prepaid expenses		1,960		1,374		586			43	%
Operating borrowings		-		1,200		(1,200	)		100	%
Trade and other payables		9,068		9,736		(668	)		(7	)%
Contract liabilities – (current and non-current)		16,001		14,044		1,957			14	%
Financial liabilities		3,359		4,913		(1,554	)		(32	)%
Provisions – (current and non-current)		2,851		2,720		131			5	%
Deferred funding – (current and non-current)		1,973		913		1,060			116	%
Other non-current liabilities		5,711		8,516	$	(2,805	)		(33	)%

Cash, cash equivalents and restricted cash decreased $13.7 million or 61% in 2018. $5.8 million was used to pay principal and interest on long term debt and repay operating borrowings and $8.4 million was used for operating activities. This was offset by net $0.5 million of cash provided by investing activities attributable to government funding and proceeds on the disposal of equipment. Refer to Section 6 – Liquidity and Capital Resources for a more detailed discussion of the change in cash, cash equivalents and restricted cash.

Trade and other receivables decreased $2.0 million consistent with lower revenue in current year versus last year.

Contract assets (current and non-current) decreased $1.0 million due to the change in value of amounts recognized on performance obligations satisfied over time for a long-term Power Systems contract as well as revenue recognized for start-up and commissioning of equipment consistent with the application of IFRS 15, described in Section 9 Changes in Accounting Policies and Recent Accounting Pronouncements.

Inventories increased $2.1 million attributable to work in progress and finished goods inventory build-up required to support the schedule of expected deliveries against our backlog for Power Systems and OnSite Generation products into Q1-2019.

Prepaid expenses increased $0.6 million reflecting prepayment of purchasing commitments and transaction costs incurred for the subscription agreement with Air Liquide.

Trade and other payables decreased $0.7 million as we reduced purchases for long lead items only given the availability of current inventory levels to support scheduled deliveries over the next quarter.

Contract liabilities (current and non-current) increased $2.0 million primarily attributable to the net receipt of deposits on new contracts versus deposits applied to invoiced contracts as compared to the prior year.

Financial liabilities decreased $1.6 million reflecting the revaluation to fair value of outstanding warrants and DSU liabilities compared to December 31, 2017 attributable to drop in our share price year over year.

Provisions include warranty and start-up and commissioning. Warranty provisions increased $0.2 million mainly attributable to additional work required on projects delivered in the prior year offset by a $0.1 million decrease in start-up and commissioning provisions mainly due to strengthening of U.S. dollar against Euro during the year.

Deferred funding increased $1.1 million reflecting the receipt of funding for new energy storage projects in Europe.

Other non-current liabilities decreased $2.8 million due to principal repayments made in the year on our long-term debt with Export Development Canada and the Province of Ontario.

2018 Management’s Discussion and Analysis Page 15

Hydrogenics Corporation

5 Summary of Quarterly Results

The following table highlights selected financial information for the eight consecutive quarters ended December 31, 2018.

	2018			2018			2018			2018			2017			2017			2017			2017
	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Revenues	$	10,475		$	7,665		$	7,609		$	8,147		$	19,745		$	12,079		$	7,556		$	8,735
Gross profit		1,915			1,471			2,101			3,238			5,668			2,897			440			2,673
Gross margin %		18.3	%		19	%		28	%		40	%		29	%		24	%		6	%		31	%
Adjusted EBITDA		(2,805	)		(2,529	)		(2,447	)		(1,606	)		175			(1,947	)		(3,446	)		(742	)
Net loss		(3,141	)		(3,443	)		(4,801	)		(1,954	)		(975	)		(2,032	)		(5,462	)		(2,297	)
Net loss per share - basic and fully diluted	$	(0.20	)	$	(0.22	)	$	(0.31	)	$	(0.13	)	$	(0.06	)	$	(0.13	)	$	(0.43	)	$	(0.18	)
Weighted average common shares outstanding		15,441,947			15,442,416			15,440,888			15,436,879			15,133,194			15,232,905			12,677,167			12,545,076

When comparing the fourth quarter of 2018 to the fourth quarter of 2017, our net loss increased by $2.2 million to $3.1 million ($0.20 per common share) compared to a net loss of $1.0 million ($0.06 per common share). This increase was driven by lower revenue of $9.3 million and a decrease in gross profit of $3.8 million. Adjusted EBITDA decreased by $3.0 million to a loss of $2.8 million from a profit of $0.2 million reflecting the decrease in gross profit of $3.8 million, offset by a decrease in cash operating costs of $0.6 million. The decrease in cash operating costs is attributable to lower SG&A expenses of $1.0 million offset by higher net R&D expenses of $0.4 million attributable to FCPM manufacturing expansion and process improvement initiatives in the current quarter. The focus of our R&D activities in Q4-2018 also included expanding our FCPMs to new mobility use cases, such as heavy duty commercial vehicles, and furthering development on the next generation of our fuel cell stack platform and electrolyzer products.

When comparing the third quarter of 2018 to the third quarter of 2017, our net loss increased by $1.4 million (70%) to $3.4 million ($0.22 per common share) compared to a net loss of $2.0 million ($0.13 per common share). This increase was driven by lower revenue of $4.4 million and a decrease in gross profit of $1.4 million. Adjusted EBITDA decreased by $0.6 million to a loss of $2.5 million from a loss of $1.9 million reflecting the decrease in gross profit of $1.4 million offset by an improvement in cash operating costs of $0.9 million. The improvement in cash operating costs is attributable to reduced net R&D expenses; notably, an increase in government funded FCPM manufacturing expansion and process improvement initiatives in the current quarter. The focus of our R&D activities in Q3-2018 also included expanding our FCPMs to new mobility use cases, such as heavy duty commercial vehicles, and furthering development on the next generation of our fuel cell stack platform and electrolyzer products.

When comparing the second quarter of 2018 to the second quarter of 2017, our net loss decreased by $0.7 million (12%) to $4.8 million ($0.31 per common share) compared to a net loss of $5.4 million ($0.43 per common share). This improvement was driven by the increase in gross profit of $1.7 million reflecting a gross margin improvement to 28% from 6%, offset by an increase in losses from our joint venture with Kolon. Adjusted EBITDA improved by $1.0 million to a loss of $2.4 million from a loss of $3.4 million. The improvement reflects additional gross profit of $1.7 million offset by an increase of $0.7 million in cash operating costs year-over-year. The increase in cash operating costs reflects $0.3 million and $0.4 million respectively of additional expenditures for SG&A and net R&D. The increase in SG&A is attributable to increased business development and marketing activities. The focus of our R&D activities in the quarter included commissioning the 2.5MW Power-to-Gas facility with Enbridge, government funded FCPM manufacturing expansion and process improvement initiatives, expanding our FCPMs to new mobility use cases, such as heavy duty commercial vehicles, and furthering development on the next generation of our fuel cell stack platform and electrolyzer products.

When comparing the first quarter of 2018 to the first quarter of 2017, our net loss decreased 15% to $2.0 million ($0.13 per common share) from $2.3 million ($0.18 per common share). An increase in gross profit of $0.6 million was principally due to improved direct margins due to product mix. Finance loss improved from a loss of $0.9 million to income of $0.1 million primarily as a result of adjustments to the fair value of outstanding warrants related to the net decrease in the Company’s share price in the current quarter as compared to a net increase in share price for the comparative quarter of March 31, 2017. SG&A expenses decreased $0.2 million in the first quarter of 2018. Excluding mark to market expenses relating to our DSUs as a result of the increase in our share price for the three months ended March 31, 2018 as compared to the three months ended March 31, 2017, SG&A expenses increased $0.4 million. The increase is the result of increased advertising and marketing costs, facility costs, and information technology costs within the Company. These improvements were offset by an increase in net R&D expenses of $1.1 million primarily due to increased spending on the 2.5MW energy storage project, and mobility applications such as the demonstration of the technical viability of our Celerity Plus^TM product in heavy duty commercial vehicle applications, as well as furthering development on the next generation of our fuel cell stack platform.

2018 Management’s Discussion and Analysis Page 16

Hydrogenics Corporation

In the fourth quarter of 2017, our net loss improved by $1.5 million to a net loss of $1.0 million ($0.06 per common share) from a net loss of $2.5 million ($0.20 per common share) in the fourth quarter of 2016. An increase in gross profit of $3.7 million was principally due to increased revenues and improved direct margins due to product mix through increased production and delivery of standardized fuel cells for the mobility market, as well as economies of scale, particularly within the Power Systems business segment. This was partially offset by an increase in net R&D spending during the quarter of $1.0 million and an increase of $1.4 million relating to SG&A expenses as compared to the fourth quarter of 2016. Excluding the impact of an increase in DSU expense of $0.6 million for the three months ended December 31, 2017 as a result of the increase in the share price in the current quarter, SG&A expenses increased $0.8 million. The improvement in gross profit was also partially offset by an increase in fair value adjustments (loss) relating to outstanding warrants ($0.1 million) in the three months ended December 31, 2017 as a result of the increase in the share price in the current quarter, whereas the three months ended December 31, 2016 had a gain of $0.2 million. This was offset by the movement in net foreign currency gains (losses), from a loss of $0.2 million for the three months ended December 31, 2016 to a gain of $0.1 million in the current year.

In the third quarter of 2017, our net loss was consistent at $2.0 million ($0.13 per common share from $0.15 per common share), compared to the third quarter of 2016. An increase in gross profit of $1.8 million was principally due to increased revenues and improved direct margins due to product mix. This was partially offset by an increase in net R&D spending during the quarter of $1.9 million, and fair value adjustments (loss) relating to outstanding warrants ($0.6 million) in the three months ended September 30, 2017, whereas the three months ended September 30, 2016 had a loss of $0.1 million.

In the second quarter of 2017, our net loss increased to $5.7 million from $3.1 million ($0.45 per common share) compared to the second quarter of 2016 ($0.25 per common share). A decrease in gross profit of $1.5 million was principally due to decreased revenues and reduced direct margins due to product mix. Also contributing to the decrease in gross margin was lower absorption of indirect overhead costs as a result of the decrease in revenue. There was also an increase in other finance losses of $1.1 million in the three months ended June 30, 2017 compared to the same period of 2016 due to the fair value adjustments relating to outstanding warrants (a loss of $0.8 million) in the three months ended June 30, 2017, whereas the three months ended June 30, 2016 included a gain of $0.3 million.

In the first quarter of 2017, our net loss remained consistent at $2.3 million ($0.18 per common share) compared to the first quarter of 2016. An increase in gross profit of $1.5 million was principally due to increased revenue and improved direct margins due to product mix. This was offset by: i) an increase in SG&A expenses related to the increased mark-to-market expenses due to the increase in our share price; ii) the absence of a reversal in SG&A expenses of $0.5 million related to the indemnification liability in the first quarter of 2016; iii) an increase in other finance losses of $0.7 million in the three months ended March 31, 2017 compared to the same period of 2016 due to the fair value adjustments relating to outstanding warrants in the three months ended March 31, 2017 compared to the three months ended March 31, 2016; and iv) a fair market value adjustment gain of $0.1 million on unsettled foreign exchange contracts included in the 2016 quarter.

6 Liquidity and Capital Resources

Cash Used in Operating Activities

	Years ended
	December 31,
(Thousands of US dollars)	2018			2017			$ Change			% Change
Net loss	$	(13,339	)	$	(10,766	)	$	(2,573	)		(24	)%
(Increase) decrease in restricted cash		(304	)		134			(438	)		n/a
Net change in non-cash operating assets		1,750			(223	)		1,973			n/a
Other items not affecting cash		3,512			6,073			(2,561	)		(42	)%
Cash used in operating activities	$	(8,381	)	$	(4,782	)	$	(3,599	)		(75	)%

2018 Management’s Discussion and Analysis Page 17

Hydrogenics Corporation

Cash used in operating activities increased by $3.6 million in 2018 compared to 2017 due primarily to lower gross profit of $3.0 million and an increase in cash operating costs of $0.7 million.

Cash Provided by Investing Activities

	Years ended
	December 31,
(Thousands of US dollars)	2018			2017			$ Change			% Change
Investment in joint venture	$	-		$	(93	)	$	93			n/a
Purchases of property, plant and equipment		(1,001	)		(3,920	)		2,919			74	%
Receipt of government funding		974			1,792			(818	)		(46	)%
Proceeds from disposals of property, plant and equipment		700			1,035			(335	)		(32	)%
Purchase of intangible assets		(125	)		(25	)		(100	)		406	%
Cash provided by (used in) investing activities	$	548		$	(1,211	)	$	1,759			n/a

Cash provided by investing activities improved by $1.8 million in 2018 over 2017 due primarily to reduced capital expenditures net of government funding.

Cash Used in Financing Activities

	Years ended
	December 31,
(Thousands of US dollars)	2018			2017			$ Change			% Change
Proceeds from common shares issued and stock options exercised, net of issuance costs	$	40		$	19,745		$	(19,705	)		n/a
Principal repayment of long-term debt		(3,120	)		(1,639	)	$	(1,481	)		(90	)%
Exercise of warrants		-			1,374			(1,374	)		n/a
Interest payment		(1,498	)		(1,274	)		(224	)		(18	)%
Repayment of operating borrowings		(1,193	)		(873	)		(320	)		(37	)%
Repayment of repayable government contributions		-			(171	)		171			n/a
Cash provided by (used in) financing activities	$	(5,771	)	$	17,162		$	(22,933	)		n/a

Cash used in financing activities for 2018 amounted to $5.8 million and related entirely to debt service and repayment of operating borrowings.

Credit and Loan Facilities

At December 31, 2018, the Company’s subsidiary in Belgium (the “Borrower”) had a joint credit and operating line facility of €7,000, which renews annually in April upon review. Under this facility, the Borrower may borrow up to a maximum of 75% of the value of awarded sales contracts, approved by the Belgian financial institution, to a maximum of €500; and may also borrow up to €1,500 for general business purposes, provided sufficient limit exists under the overall facility limit of €7,000. Of the €7,000 facility, €2,175 or approximately $2,491 was drawn as standby letters of credit and bank guarantees and €Nil was drawn as an operating line. At December 31, 2018, the Company had availability of €6,321 or approximately $7,234 (December 31, 2017 – $4,377) under this facility totaling €4,321, or approximately $4,945 for use as letters of credit and bank guarantees and totaling €2,000 or approximately $2,289 as an operating line. The credit facility bears interest at EURIBOR plus 1.45% per annum and is secured by a €1,000 secured first charge covering all assets of the Borrower. The credit facility contains a negative pledge precluding the Borrower from providing security over its assets. Additionally, the Borrower is required to maintain a solvency covenant, defined as equity plus current account (intercompany account with the Corporate company), divided by total liabilities of not less than 25% and ensure that its intercompany accounts with Hydrogenics do not fall below a defined level. We were in compliance with these covenants at December 31, 2018.

At December 31, 2018, the Company also had a Canadian credit facility of $2,199 with no expiration date for use only as letters of credit and bank guarantees. At December 31, 2018, $399 was drawn as standby letters of credit and bank guarantees. At December 31, 2018, the Company had $1,800 (December 31, 2017 – $2,391) available under this facility for use only as letters of credit and bank guarantees.

2018 Management’s Discussion and Analysis Page 18

Hydrogenics Corporation

These letters of credit and bank guarantees relate primarily to obligations in connection with the terms and conditions of the Company’s sales contracts. The standby letters of credit and letters of guarantee may be drawn on by the customer if the Company fails to perform its obligations under the sales contracts. 

On September 28, 2011, we entered into a loan agreement with the Province of Ontario’s Ministry of Economic Development, Strategic Jobs and Investment Fund for funding up to C$6.0 million. Eligible costs had to be incurred between October 1, 2010 and September 30, 2015. After this five-year period, the loan bears interest at a rate of 3.67% and requires annual repayment at a rate of 20% per year of the outstanding balance for the five years subsequent to the sixth anniversary of the first disbursement, which was November 30, 2011. There is no availability remaining under this facility at December 31, 2018.

The loan is collateralized by a general security agreement covering assets of Hydrogenics Corporation. Additionally, the Company is required to maintain a minimum balance of cash in Canadian dollars in a Canadian financial institution at all times. We were in compliance with this covenant at December 31, 2018.

In the fourth quarter of 2016, we entered into a loan agreement with Export Development Corporation for a five-year facility of $9.0 million. The loan is structured as a five-year term loan with quarterly interest payments calculated at an annual interest rate of U.S. prime plus 10%, declining to U.S. prime plus 5% to 7% if certain annual earnings before interest, taxes, depreciation and amortization thresholds are met. The loan is secured by a second charge over the assets located within Canada. Commencing March 31, 2017, the loan principal is subject to four quarterly repayments of $0.25 million followed by 16 quarterly repayments of $0.5 million. There is an option to prepay a portion of or the entire loan at any time.

2018 Management’s Discussion and Analysis Page 19

Hydrogenics Corporation

Capital Resources

We consider our capital employed to consist of shareholders’ equity and total debt, net of cash and cash equivalents as follows:

At December 31,	2018		2017
Total equity	$	10,961	$	24,173
Operating borrowings		-		1,200
Long-term debt and repayable government contributions, including current portion		8,082		11,284
Total		19,043		36,657
Less Cash and cash equivalents and restricted cash		8,737		22,414
Total capital employed	$	10,306	$	14,243

The Company’s financial objective when managing capital is to make sure that we have the cash, debt capacity and financial flexibility to fund our ongoing business objectives including operating activities, research and product development, investments and growth in order to provide returns for our shareholders and other stakeholders.

We monitor our capital structure and make adjustments according to market conditions in an effort to meet our objectives given the Company’s operating and financial performance and current outlook of the business and industry in general. The Company’s alternatives to fund future capital needs include cash flows from operating activities, debt or equity financing, adjustments to research and product development priorities, capital spending and/or sale of assets. These alternatives, and our capital structure, are reviewed by management and the board of directors of the Company on a regular basis to ensure the best mix of capital resources to meet the Company’s needs.

Financial Instruments, Long-term Debt, Commitments and Contingent Off-balance Sheet Arrangements

The Company’s financial instruments and the nature of the risks, existing or potential, are as set out in the following table:

	Risk
			Market
Financial Instruments	Credit	Liquidity	Currency	Interest Rate
Cash and cash equivalents and restricted cash	X		X	X
Short-term investments	X		X	X
Trade and other receivables	X		X
Contract assets	X		X
Trade and other payables		X	X
Contract liabilities		X	X
Financial liabilities		X	X
Non-current liabilities		X	X

Credit risk

Credit risk arises from the potential that a counterparty will fail to perform its obligations. Credit risk associated with cash and cash equivalents and restricted cash is minimized by limiting net exposure to any one jurisdiction or financial institution and ensuring financial assets are placed for short periods of time, generally less than 90 days, with governments, well-capitalized financial institutions and other creditworthy counterparties. Ongoing reviews are performed by management to evaluate changes in the status of financial institutions and counterparties.

Credit risk associated with trade and other receivables is minimized by carrying out a detailed review and approval by senior management of credit extensions to customers taking into account customer history, any amounts that are past due and any available relevant information about the customers’ liquidity and potential going concern problems. In addition, progress payments are generally required by customers as contracts are executed, which generally results in between 35% and 100% of a contract’s value being collected before shipments are made. Where credit terms are extended beyond shipment, terms are generally not granted beyond 60 days. We also maintain provisions for expected credit losses, which we currently assess as insignificant.

2018 Management’s Discussion and Analysis Page 20

Hydrogenics Corporation

Currency risk

Currency risk arises because of fluctuations in foreign exchange rates. We conduct a significant portion of our business activities in currencies other than the functional currency of the parent company (US dollars) and the functional currency of our self-sustaining subsidiaries (euro). This primarily includes Canadian dollar transactions at the parent company and US dollar transactions at our self-sustaining subsidiaries.

Our objective in managing foreign currency risk is to minimize our net exposures to foreign currency cash flows by converting cash balances into foreign currencies to the extent practical to match other foreign currency obligations. Our foreign exchange risk management program includes the potential use of foreign exchange currency forward contracts to fix the exchange rates on short-term Canadian dollar, euro and US dollar denominated transactions and commitments.

Interest rate risk

Interest rate risk arises because of the fluctuation in market interest rates. We are subject to interest rate risk on our cash and cash equivalents, restricted cash and variable rate long-term debt.

Liquidity risk

Liquidity risk arises from our general funding needs and in the management of our assets, liabilities and optimal capital structure. We manage liquidity risk to maintain sufficient liquid financial resources to fund our commitments and obligations in the most cost-effective manner possible.

We have sustained losses and negative cash flows from operations since our inception. At December 31, 2018, we had approximately $8.7 million of cash, cash equivalents and restricted cash. The Company monitors its financial position on a monthly basis at minimum, and updates its expected use of cash resources based on the latest available data. Such forecasting takes into consideration the Company’s financing plans and compliance with internal targets. On December 21, 2018, we entered into a subscription agreement with H2C to issue 3,537,931 common shares for gross proceeds of $20.5 million. The transaction closed on January 24, 2019.

There are uncertainties related to the timing and use of our cash resources and working capital requirements. These uncertainties include, among other things, the timing and volume of commercial sales and associated gross margin of our existing products and the development of markets for, and customer acceptance of, new products. We do not expect our operations to generate sufficient cash flow to fund our obligations as they come due for the next several quarters. As such, these obligations will be funded out of existing and forecasted cash resources, such as proceeds from the private placement referred to above.

We may need to take additional measures to increase liquidity and capital resources, including obtaining additional debt or equity financing, pursuing joint-venture partnerships, equipment financings or other receivables financing arrangements. We may experience difficulty in obtaining satisfactory financing terms. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on Hydrogenics’ results of operations or financial condition.

Contractual Obligations

			Less than						After
	Total		1 year		1-3 years		4-5 years		5 years
Long-term debt1, including current portion	$	10,225	$	3,753	$	6,472	$	-	$	-
Operating leases		3,934		1,088		1,608		678		560
Purchase obligations		14,145		13,982		163		-		-
Capital lease		33		7		21		5		-
Total contractual obligations2, 3	$	28,337	$	18,830	$	8,264	$	683	$	560

1. Represents the undiscounted amounts payable as disclosed below under “Other Loan Facilities”.

2. The table excludes the DSU liability of $730 included in our current liabilities which relate to units that are only settled once a director resigns as a director.

3. The table excludes the warrant liability of $11 included in our financial liabilities.

2018 Management’s Discussion and Analysis Page 21

Hydrogenics Corporation

Contingent Off-balance Sheet Arrangements

We do not have any material obligations under forward foreign exchange contracts, guarantee contracts, retained or contingent interests in transferred assets, outstanding derivative instruments or non-consolidated variable interests.

In the normal course of operations, we occasionally provide indemnification agreements, other than those listed above, to counterparties that would require us to compensate them for costs incurred as a result of changes in laws and regulations or as a result of litigation claims or statutory sanctions that may be suffered by the counterparty as a consequence of the transaction. The terms of these indemnification agreements will vary. The nature of the indemnification agreements prevents us from making a reasonable estimate of the maximum potential amount we could be required to pay to counterparties. No amount has been recorded in the consolidated financial statements with respect to these indemnification agreements as we are not aware of any claims.

7 Outstanding Share Data

The authorized share capital of the Company consists of an unlimited number of common shares, with no par value, and an unlimited number of preferred shares in series, with no par value. We had 15,447,483 common shares outstanding at December 31, 2018.

	2018				2017
	Number		Amount		Number			Amount
Balance at January 1,		15,436,879	$	387,746		12,544,960		$	365,923
Adjustment for partial shares on share consolidation		-		-		(1	)		-
Issuance of common shares		-		-		2,682,742			19,725
Warrants exercised		-		-		200,575			1,966
Issuance of common shares on vesting    of performance share units		4,204		96		4,203			96
Issuance of common shares on exercise    of stock options		6,400		69		4,400			36
At December 31,		15,447,483	$	387,911		15,436,879		$	387,746

At December 31, 2018, there were 853,089 stock options outstanding to purchase our common shares. If these securities are exercised, our shareholders could incur dilution.

8 Critical Accounting Estimates

The Company’s management make judgments in it process of applying the Company’s accounting policies in the preparation of its consolidated financial statements. The preparation of financial information requires that we make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The critical judgments, estimates and assumptions applied in the preparation of Company’s financial information are reflected in Note 4 of the Company’s 2018 annual audited consolidated financial statements.

9 Changes in Accounting Policies and Recent Accounting Pronouncements

As described in Note 5 to our consolidated financial statements, effective January 1, 2018 we implemented IFRS 15 – Revenue from Contracts with Customers and IFRS 9 – Financial Instruments. IFRS 15 was applied retrospectively whereas IFRS 9 was applied using the modified retrospective approach. As required, we have restated the financial information for all comparative periods presented within this MD&A to give effect to these policy changes, including the operating results in Section 3, financial condition in Section 4, the quarterly results in Section 5 and liquidity and capital resources in Section 6.

2018 Management’s Discussion and Analysis Page 22

Hydrogenics Corporation

Impact of adoption of IFRS 15 and IFRS 9

The adoption of IFRS 15 did not impact our previously reported net cash flows. However, there has been a material impact on our consolidated balance sheets and consolidated statements of operations and comprehensive loss. The impact on our opening deficit and a description of the adjustments made to amounts previously recognized in our consolidated financial statements is as follows (in thousands of US dollars):

Restatement effect of the adoption of IFRS 15:	Note	December 31, 2017			December 31, 2016
Deficit		$	(382,313	)	$	(371,173	)
Recognition of contract asset for installation, start-up and commissioning services, net of provision for future costs to fulfill these obligations	(a)		270			12
Recognition of a prepaid asset for agent commissions related to long term contracts	(b)		396			280
Restated deficit		$	(381,647	)	$	(370,881	)

a) Installation, start-up and commissioning services

Under IAS 18, our previous revenue recognition policy, we applied the revenue recognition criteria to each separate identifiable component of a single transaction. Specifically, contracts containing installation and start-up and commissioning services were accounted for as a separate element from the initial product sale, and the revenue on those services were deferred until the associated work was performed.

Under IFRS 15, the performance of installation and start-up and commissioning services are not considered distinct from and are considered a single performance obligation where these costs are insignificant in the context of the total sales price of the equipment and where the customer expects they are buying a final installed working product. As a result, revenue attributable to the installation, start-up and commissioning is now recorded at the time control passes of the related equipment sale (typically upon shipment). At that time, we also accrue the estimated costs to fulfill these obligations.

The implementation of IFRS 15 does not affect the ultimate amount of revenues and expenses recognized related to installation, start-up and commissioning but rather the timing. These revenues and expenses are recorded sooner. Accordingly, we recognized additional gross profit of $12 accumulated at December 31, 2016 and a further $258 in 2017, thereby reducing the previously reported deficit by $12 and $270 respectively at December 31, 2016 and December 31, 2017.

b) Sales agent commissions

We incur sales agent commissions for obtaining contracts. Under IAS 18, these costs were expensed when they were earned or incurred.

Under IFRS 15, these incremental costs are deferred for contracts expected to be delivered after more than one year and expensed as the contract is delivered. Accordingly, we deferred $280 of commissions in prepaid expenses as at December 31, 2016 and a further $116 in 2017, thereby reducing the previously reported deficit and accumulated other comprehensive loss by $280 and $396 respectively at December 31, 2016 and December 31, 2017.

c) Contract assets and liabilities

Lastly, IFRS 15 distinguishes between contract assets and accrued receivables based on whether receipt of the consideration is conditional on something other than the passage of time. At December 31, 2017 there was $5,556 (January 1, 2017 – $4,658) of receivables outstanding where our right to consideration was not unconditional (primarily relating to revenues accrued on long term contracts) which have been reclassified as a contract asset under IFRS 15.

2018 Management’s Discussion and Analysis Page 23

Hydrogenics Corporation

Under IFRS 15, amounts received from customers before we have transferred the good or service are to be presented as contract liabilities. As a result, the amounts previously presented as deferred revenues have been reclassified as contract liabilities.

There was no impact to the Company’s financial results as a consequence of the adoption of IFRS 9.

10 Strategy and Outlook

Our strategy is to profitably grow and lead hydrogen energy solutions for diverse applications across global markets. We continue to leverage the milestones and reference sites established in prior years to gain additional traction in the following target markets and applications:

Mobility Power – Our Power Systems business segment is based on PEM fuel cell technology, which transforms chemical energy liberated during the electrochemical reaction of hydrogen and oxygen into electrical energy. Our HyPM® branded fuel cell products are based on our extensive track record of on-bench testing and real-time deployments across a wide range of stationary and mobility power profiles. We configure our HyPM® products into multiple electrical power outputs ranging from 3kW to 1MW with ease of integration, high reliability and operating efficiency, delivered from a highly compact configuration. We feel our technology provides us with a competitive advantage based upon a design that supports a compact, integrated balance of plant and ease of modularity. Our design provides for robust cold weather reliability and a patented rapid start-up and shut down capability. Our low pressure and dry/dry design further differentiates our technology and eliminates the need for additional humidification and pump components.

Our target markets include mobility power applications, such as trains, buses, trucks, utility vehicles, air-craft and most recently, a product development contract was signed for a marine application as well as stationary power applications (including primary and back-up power). Our target future addressable markets (stationary power and mobility markets) are estimated to be in excess of $2 billion specifically related to hydrogen power technology.

Our strategy in China is to work with integrators, companies that take our fuel cell technology and incorporate it into buses and other vehicles provided by original equipment manufacturers. We created a certified integrator program to execute this strategy and have established relationships with multiple parties in China to date. Despite a slowdown in production orders in 2018, we still have the largest fleet of buses on the road in China at over 300. As well, to date, more than ten bus models incorporating our fuel cells are listed in the official Chinese government catalogue (meaning these models are approved for commercial sale). Since inception of strategy, approximately 400 units have been shipped to date and we have outstanding orders for 1,000 more units at present.

During 2018, we continued to support the roll out of commercial units for the Company’s ten-year commuter train propulsion system contract with Alstom Transport, which at €50 million, is the largest commercial order in our history. This order highlights the commercial maturity and strong competitive positioning of our fuel cell technology. Alstom Transport achieved certification of the train sets in July 2018 and placed the trains into active passenger service in September 2018. Alstom is actively working opportunities across Europe to aggregate train orders which will drive follow-on fuel cell orders envisioned under our contract including $46 million in backlog. Our first production order under this agreement is expected in 2019.

Energy Storage – We continue to pursue several large-scale applications which would consume 10 to 100MW of power, which is 100 to 300 times larger than a typical industrial unit to date. Several third-party studies and internal analysis by lead customers such as Uniper and Enbridge suggest substantial long-term opportunity for Power-to-Gas, an application for energy conversion and storage. Our joint venture with Enbridge to build and operate a first of its kind 2.5MW energy storage facility, which was commissioned into service in May 2018, signals the rising importance of energy storage to one of North America’s largest energy companies.

We continue our focus to improve and differentiate our PEM electrolyzer technology. Our HyLYZER 600 3MW PEM single stack electrolyzer is the smallest, most power dense unit in the market today and is ideally suited for large scale energy storage applications. Product development is underway to augment to a 5MW stack permitting cost effective modular scaling in 5MW capacity blocks including a focus on this technology within the TBDA referred to in Section 2 Growth Strategy.

2018 Management’s Discussion and Analysis Page 24

Hydrogenics Corporation

We are experiencing a willingness on the part of utilities and regulatory agencies to increase spending in the growing problem areas related to energy storage and grid stabilization and our sales pipeline remains robust in this area. We are also seeing a gradual maturation around the regulatory framework needed to integrate energy storage into an overall energy framework to permit its cost-effective rollout. For example, on June 15, 2018, the European Union issued an update to its’ Renewable Energy Directive, Part ii which explicitly includes hydrogen solutions towards attainment of EU transportation target attainment. In addition, we continue to witness governments in other jurisdictions showing a willingness to increase spending on alternative energy projects for the same purpose. We believe we continue to be well positioned to benefit from government initiatives in Canada, the European Union (particularly in Germany) and the United States (particularly in California), which we expect will positively impact our business. Since 2014, we installed over 16MW of capacity across 12 reference sites in Europe, Asia and North America. An increase in interest in our Power-to-Gas application and orders for energy storage and fueling stations in Europe, California, the UK and other geographies has signaled what we believe could be a significant increase in opportunities in the markets we serve.

Industrial Hydrogen – Historically, the demand for onsite generation of hydrogen gas has been driven by the manufacturing sector requiring hydrogen for industrial use and hydrogen gas resellers. A typical unit for these applications would generate 20 to 60 normal cubic meters of hydrogen and consume 100 to 300 kW of electrical energy. Our OnSite Generation products are sold to leading merchant gas companies, such as Air Liquide and Linde Gas, and end-users requiring high purity hydrogen produced on-site for industrial applications. We recently completed development of our sixth generation (Type 6) design, our lowest cost and most efficient alkaline product to date, which is critical to maintaining commercial success in this market.

Hydrogen Fueling – We also sell and service products for progressive oil and gas companies, requiring hydrogen fueling stations for transportation applications. Recently, the rollout of fuel cell motor vehicles and the increase in fuel cell buses and other mass transit applications, such as rail, has resulted in an increase in orders and interest for fueling stations in Europe, North America, California and elsewhere. The increasing consumption of hydrogen to support mobility applications will demand more hydrogen supply infrastructure. We have been involved with the construction of over 55 fueling stations globally and see increased demand for hydrogen fueling; particularly, when it can be linked to electrolyzed hydrogen coming from electricity that is generated from renewable sources such as wind and solar energy thus reducing the carbon footprint of the production of hydrogen. Serving both the mobility and generation markets, we believe there could be a major increase in size of both addressable markets.

Outlook Summary

The timing and full realization of the opportunities above, under the current market environment, cannot be assured or specifically established. It is, however, important to understand the magnitude of these opportunities and the transformative impact that any one of them can have on the business going forward as discussed above. Over the past several years, we have taken significant steps to reduce operating and product costs, streamline our operations and strengthen our consolidated financial position. We have tenaciously pursued research and product development to expand use cases across both our mobility and generation businesses. We have established significant commercial opportunities with large global companies such as Alstom, Enbridge and Air Liquide that we believe will support our trajectory to larger scale. We also continue to monitor evolving opportunities such as Hydrail.

While we may see volatility in our costs and revenues over the short-term, we expect our trend of improved cost efficiency to continue over the long term. At December 31, 2018, our order backlog was $132.7 million (December 31, 2018 – $144.6 million) spread across numerous geographical regions, of which approximately $49.0 million is expected to be recorded as revenue in the following twelve months.

As a global company, we are subject to the risks arising from adverse changes in global economic and political conditions. Political conditions such as government commitments and policies towards environmental protection and renewable energy may change over time. Economic conditions in leading and emerging economies have been, and remain, unpredictable. In particular, currency fluctuations could have the impact of significantly reducing revenue and gross margin as well as the competitive positioning of our product portfolio. These macroeconomic and geopolitical changes could result in our current or potential customers reducing purchases or delaying shipment which could cause revenue recognition on these products to shift into 2020 or beyond.

2018 Management’s Discussion and Analysis Page 25

Hydrogenics Corporation

11 Related Party Transactions

In the normal course of operations, the Company subcontracts certain manufacturing functions to a company owned by a family member of an executive officer and Director of the Company. During 2018, Hydrogenics made purchases of $467 (2017 – $646) from this related company. At December 31, 2018, the Company had an accounts payable balance due to this related party of $21 (2017 – $8).

The Company holds an equity investment in the joint venture 2562961 Ontario Ltd., related to the energy storage facility project with Enbridge Gas Distribution. During the year ended December 31, 2018 the Company had sales to the joint venture of $1,372 (2017 – $2,030) and at the end of December 31, 2018 the Company had a receivable of $196 (2017 – $nil) owing from the joint venture.

The Company holds an equity investment in the joint venture Kolon Hydrogenics. The Company had no transactions with the joint venture in 2018 or 2017 and we are in discussions to dissolve the joint venture in 2019.

All related party transactions involve the parent company. There are no related party transactions to disclose for the Company’s subsidiaries.

12 Disclosure Controls

We have established disclosure controls and procedures that are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under Canadian and US securities legislation is recorded, processed, summarized, and reported within the time periods specified in such rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer (who are our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), respectively) as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

We have assessed and effected the necessary change to our current disclosure controls and procedures to reflect the impact of adopting IFRS 15 – Revenues from Contracts with Customers and IFRS 9 – Financial Instruments. Specifically, we have updated and implemented a new revenue recognition checklist that is completed for each new contract to assess the appropriate treatment under IFRS 15. There were no substantive changes to our current disclosure controls and procedures to give effect to IFRS 9 requirements.

Our management, including our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation and as described below under "Internal Control over Financial Reporting", our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2018.

13 Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and the CFO and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS.

Our management, including our CEO and CFO, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud might occur and not be detected.

2018 Management’s Discussion and Analysis Page 26

Hydrogenics Corporation

Management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, 2018, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission as published in 2013. Based on this evaluation, management believes, at December 31, 2018, the Company’s internal control over financial reporting is effective. Also, management determined there were no material weaknesses in the Company’s internal control over financial reporting at December 31, 2018.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2018, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in the Company’s annual audited financial statements 

14 Reconciliation of Non-IFRS Measures

Non-IFRS financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), “Adjusted EBITDA” and “cash operating costs” are used by management to provide additional insight into our performance and financial condition. We believe these non-IFRS measures are an important part of the financial reporting process and are useful in communicating information that complements and supplements the consolidated financial statements.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

We believe Adjusted EBITDA assists investors in comparing a company’s performance on a consistent basis excluding depreciation and amortization, stock-based compensation, including both share settled PSUs and stock options, equity settled restricted share units (“RSUs”) and cash settled DSUs, which are non-cash in nature and can vary significantly due to stock price fluctuations. We believe that removing these expenses is a better measurement of operational performance. Investors should be cautioned that Adjusted EBITDA, as reported by us, may not be comparable in all instances to Adjusted EBITDA, as reported by other companies.

The following table provides a reconciliation of Adjusted EBITDA with net loss:

	Years ended December 31,
	2018			2017
Net loss	$	(13,339	)	$	(10,766	)
Loss from joint ventures		1,637			334
Finance loss, net		1,028			2,108
Income tax expense		300			-
Amortization and depreciation		706			672
DSUs expense (recovery)		(676	)		950
Stock-based compensation expense (including PSUs and RSUs)		957			742
Adjusted EBITDA	$	(9,387	)	$	(5,960	)

Cash Operating Costs

We report cash operating costs because management feels they are a key measurement of the normal operating costs required to operate the ongoing business units of the Company. Cash operating costs are regularly reported to the chief operating decision maker and correspond to the definition used in our historical quarterly discussions. Investors should be cautioned that cash operating costs as reported by us may not be comparable in all instances to cash operating costs as reported by other companies.

2018 Management’s Discussion and Analysis Page 27

Hydrogenics Corporation

The following table provides a reconciliation of cash operating costs with total operating expenses consisting of SG&A and R&D expenses:

	Year ended December 31,
	2018			2017
Selling, general and administrative expenses	$	11,613		$	13,626
Research and product development expenses		7,486			6,376
Total operating costs	$	19,099		$	20,002
Less: Amortization and depreciation		(520	)		(454	)
Less: Gain (loss) on disposal of assets		11			(131	)
Less: DSUs (expense) recovery		676			(950	)
Less: Stock-based compensation expense (including PSUs and RSUs)		(957	)		(742	)
Cash operating costs	$	18,309		$	17,725

15 Risk Factors

An investment in our common shares involves risk. Investors should carefully consider the risks and uncertainties described below and in our Annual Information Form. The risks and uncertainties described below and in our Annual Information Form are not the only ones we face. Additional risks and uncertainties, including those that we do not know about now or that we currently deem immaterial, may also adversely affect our business. For a more complete discussion of the risks and uncertainties which apply to our business and our operating results (which are summarized below), please see our Annual Information Form and other filings with Canadian (www.sedar.com) and U.S. securities regulatory authorities (www.sec.gov/edgar.shtml).

Our business entails risks and uncertainties that affect our outlook and eventual results of our business and commercialization plans. The primary risks relate to meeting our product development and commercialization milestones, which require that our products exhibit the functionality, cost and performance required to be commercially viable against competing technologies and that we have sufficient access to capital to fund these activities. Another primary risk is that key markets for certain of our products may never develop, or that market acceptance might take longer to develop than anticipated – in particular for applications such as energy storage which require leadership at a government and regulatory level.

A summary of our identified risks and uncertainties are as follows:

Risk Factors Related to Our Financial Condition

· Our inability to generate sufficient cash flows, raise additional capital and actively manage our liquidity may impair our ability to execute our business plan, and result in our reducing or eliminating product development and commercialization efforts, reducing our sales and marketing efforts, and having to forego attractive business opportunities. There are uncertainties related to the timing and use of our cash resources and working capital requirements. These uncertainties include, among other things, the timing and volume of commercial sales and associated gross margins of our existing products and the development of markets for, and customer acceptance of new products.

· We may not be able to implement our business strategy and the price of our common shares may decline.

· The uncertain and unpredictable condition of the global economy could have a negative impact on our business, results of operations and consolidated financial condition, or our ability to accurately forecast our results, and it may cause a number of the risks that we currently face to increase in likelihood, magnitude and duration.

· Our operating results may be subject to currency fluctuation.

· Our mix of revenues in the recent past does not reflect our current business strategy, it may be difficult to assess our business and future prospects.

· Our quarterly operating results are likely to fluctuate significantly and may fail to meet the expectations of securities analysts and investors and may cause the price of our common shares to decline.

· We currently depend on a relatively limited number of customers for a majority of our revenues and a decrease in revenue from these customers could materially adversely affect our business, consolidated financial condition and results of operations.

· Our insurance may not be sufficient.

· Certain external factors may affect the value of goodwill, which may require us to recognize an impairment charge.

2018 Management’s Discussion and Analysis Page 28

Hydrogenics Corporation

Risk Factors Related to Our Business and Industry

· Significant markets for fuel cell and other hydrogen energy products may never develop or may develop more slowly than we anticipate. This would significantly harm our revenues and may cause us to be unable to recover the losses we have incurred and expect to incur in the development of our products.

· Hydrogen may not be readily available on a cost-effective basis, in which case our fuel cell products may be unable to compete with existing power sources and our revenues and results of operations would be materially adversely affected.

· Changes in government policies and regulations could hurt the market for our products.

· Lack of new government policies and regulations for the energy storage technologies could hurt the development of the Power-to-Gas market for our hydrogen energy storage products.

· The development of uniform codes and standards for hydrogen powered vehicles and related hydrogen refueling infrastructure may not develop in a timely fashion, if at all.

· We could be liable for environmental damages resulting from our research, development or manufacturing operations.

· We currently face and will continue to face significant competition from other developers and manufacturers of fuel cell power products and hydrogen generation systems. If we are unable to compete successfully, we could experience a loss of market share, reduced gross margins for our existing products and a failure to achieve acceptance of our proposed products.

· We face competition for fuel cell power products from developers and manufacturers of traditional technologies and other alternative technologies.

· Our strategy for the sale of fuel cell power products depends on developing partnerships with OEMs, governments, systems integrators, suppliers and other market channel partners who will incorporate our products into theirs.

· We are dependent on third party suppliers for key materials and components for our products. If these suppliers become unable or unwilling to provide us with sufficient materials and components on a timely and cost-effective basis, we may be unable to manufacture our products cost-effectively or at all, and our revenues and gross margins would suffer.

· We may not be able to manage successfully the anticipated expansion of our operations.

· If we do not properly manage foreign sales and operations, our business could suffer.

· We will need to recruit, train and retain key management and other qualified personnel to successfully expand our business.

· We may acquire technologies or companies in the future, and these acquisitions could disrupt our business and dilute our shareholders’ interests.

· We have no experience manufacturing our fuel cell products on a large-scale basis and if we do not develop adequate manufacturing processes and capabilities to do so in a timely manner, we will be unable to achieve our growth and profitability objectives.

Risk Factors Related to Our Products and Technology

· We may never complete the development of commercially viable fuel cell power products and/or commercially viable hydrogen generation systems for new hydrogen energy applications, and if we fail to do so, we will not be able to meet our business and growth objectives.

· We must lower the cost of our fuel cell and hydrogen generation products and demonstrate their reliability or consumers will be unlikely to purchase our products and we will therefore not generate sufficient revenues to achieve and sustain profitability.

· Any failures or delays in field tests of our products could negatively affect our customer relationships and increase our manufacturing costs.

· The components of our products may contain defects or errors that could negatively affect our customer relationships and increase our development, service and warranty costs.

· Rapid technological advances or the adoption of new codes and standards could impair our ability to deliver our products in a timely manner and, as a result, our revenues would suffer.

· We depend on intellectual property and our failure to protect that intellectual property could adversely affect our future growth and success.

· Our products use flammable fuels that are inherently dangerous substances and could subject us to product liabilities.

· We may experience cybersecurity threats to our information technology infrastructure and systems, and unauthorized attempts to gain access to our proprietary or confidential information, as may our customers, suppliers, subcontractors and joint venture partners.

2018 Management’s Discussion and Analysis Page 29

Hydrogenics Corporation

Risk Factors Related to Ownership of Our Common Shares

· If at any time we are classified as a passive foreign investment company under United State tax laws, our US shareholders may be subject to adverse tax consequences.

· If we fail to maintain the requirements for continued listing on Nasdaq, our common shares could be delisted from trading on Nasdaq, which would materially adversely affect the liquidity of our common shares, the price of our common shares, and our ability to raise additional capital.

· US investors may not be able to enforce US civil liability judgments against us or our directors and officers.

· Our share price is volatile and we may continue to experience significant share price and volume fluctuations.

· Our issuance of warrants, options, RSUs and PSUs to investors and employees may have a negative effect on the trading prices of our common stock as well as a dilutive effect.

16 Forward-Looking Statements

This MD&A constitutes “forward-looking information,” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking statements”). Forward-looking statements can be identified by the use of words, such as “plans,” “expects,” or “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” or “believes” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. These forward-looking statements relate to, among other things, our future results, levels of activity, performance, goals or achievements or other future events. These forward-looking statements are based on current expectations and various assumptions and analyses made by us in light of our experience and our perceptions of historical trends, current conditions and expected future developments and other factors that we believe are appropriate in the circumstances. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in our forward-looking statements.

These risks, uncertainties and other factors include, but are not limited to: our inability to execute our business plan, inability to implement our business strategy or to grow our business and its impact on our business, results of operations and consolidated financial condition; inability to address a slow return to economic growth; fluctuations in our quarterly results; failure to maintain our customer base that generates the majority of our revenues; currency fluctuations; failure to maintain sufficient insurance coverage; changes in value of our goodwill; failure of a significant market to develop for our products; failure of hydrogen being readily available on a cost-effective basis; changes in government policies and regulations; lack of new government policies and regulations for the energy storage technologies; failure of uniform codes and standards for hydrogen fueled vehicles and related infrastructure to develop; liability for environmental damages resulting from our research, development or manufacturing operations; failure to compete with other developers and manufacturers of products in our industry; failure to compete with developers and manufacturers of traditional and alternative technologies; failure to develop partnerships with original equipment manufacturers, governments, systems integrators and other third parties; inability to obtain sufficient materials and components for our products from suppliers; failure to manage expansion of our operations; failure to manage foreign sales and operations; failure to recruit, train and retain key management personnel; inability to integrate acquisitions; failure to develop adequate manufacturing processes and capabilities; failure to complete the development of commercially viable products; failure to produce cost-competitive products; failure or delay in field testing of our products; failure to produce products free of defects or errors; inability to adapt to technological advances or new codes and standards; failure to protect our intellectual property; our involvement in intellectual property litigation; exposure to product liability claims; failure to manage cyber security threats to our information technology infrastructure and systems; failure to meet rules regarding passive foreign investment companies; failure to maintain the requirements for continued listing on Nasdaq; actions of our significant and principal shareholders; dilution as a result of significant issuances of our common shares and preferred shares; inability of US investors to enforce US civil liability judgments against us; volatility of our common share price; and dilution as a result of the exercise of options.

These factors may cause the Company’s actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Company’s business. For example, they do not include the effect of business dispositions, acquisitions, other business transactions, asset write-downs or other charges announced or occurring after forward-looking statements are made. The financial impact of such transactions and non-recurring and other special items can be complex and necessarily depends on the facts particular to each of them.

2018 Management’s Discussion and Analysis Page 30

Hydrogenics Corporation

We believe the expectations represented by our forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding the Company’s fiscal 2018 financial performance and may not be appropriate for other purposes. Furthermore, unless otherwise stated, the forward-looking statements contained in this report are made as of the date of this report and we do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise unless required by applicable legislation or regulation. The forward-looking statements contained in this report are expressly qualified by this cautionary statement.

2018 Management’s Discussion and Analysis Page 31

EX-99.3

Exhibit 99.3

Hydrogenics Corporation

Annual Information Form

For the Fiscal Year Ended December 31, 2018

March 19, 2019

TABLE OF CONTENTS

1.	Forward-Looking Statements			1
2.	Corporate Structure			1
3.	Description of Our Business			2
		Overview		2
			OnSite Generation	3
			Power Systems	4
			History	4
		Industry Trends		6
		Our Strategy		8
			Increasing Market Penetration	8
			Future Markets	8
			Advancing Our Product Designs	9
			Securing Additional Capital	9
			Retaining and Engaging Our Staff	10
		Our Products and Services		10
		Sales and Marketing		11
		Customers		11
		Research and Product Development		12
		Intellectual Property		13
		Manufacturing		14
		Facilities		14
		Human Resources		15
		Legal Proceedings		15
		Government Regulation		15
4.	Description of Share Capital			15
5.	Dividends			15
6.	Market For Securities			16
7.	Directors, Officers and auditors			16
8.	Interest of Management and Others in Material Transactions			21
9.	Risk Factors			21
			Risk Factors Related to Our Financial Condition	21
			Risk Factors Related to Our Business and Industry	23
			Risk Factors Related to Our Products and Technology	27
			Risk Factors Related to Ownership of Our Common Shares	29
10.	TRANSFER AGENTS AND REGISTRARS			29
11.	MATERIAL CONTRACTS			30
12.	INTERESTS OF EXPERTS			30
13.	ADDITIONAL INFORMATION			30
APPENDIX  A  -  AUDIT COMMITTEE CHARTER				31

In this Annual Information Form, the terms “Company,” “Hydrogenics,” “our,” “us” and “we” refer to Hydrogenics Corporation and, as applicable, its subsidiaries. All references to dollar amounts are in United States dollars unless otherwise indicated. Information contained on our website is not part of this annual information form. Hydrogenics and the names of Hydrogenics’ products referenced herein are either trademarks or registered trademarks of Hydrogenics. Other product and company names mentioned herein may be trademarks and/or service marks of their respective owners.

1.       Forward-Looking Statements

Certain statements contained in the “Description of our Business”, including: “Industry Trends,” “Our Strategy,” “Research and Product Development,” “Intellectual Property,” “Manufacturing” and “Risk Factors” sections of this Annual Information Form constitute forward-looking statements and other statements concerning our objectives and strategies and management’s beliefs, plans, estimates and intentions about our future results, levels of activity, performance, goals or achievements and other future events. In some cases, you can identify these forward-looking statements by our use of words such as “anticipates,” “believes,” “projects,” “continue,” “could,” “estimates,” “expects,” “intends,” “seeks,” “may,” “plans,” “potential,” “predicts,” “should,” “strategy” or “will,” or the negative or other variations of these words, or other comparable words or phrases. We believe the expectations reflected in our forward-looking statements are reasonable, although we cannot guarantee future results, levels of activity, performance, goals or achievements or other future events. Our ability to successfully execute our business plan, which includes an increase in revenue, obtaining additional funding from potential investors or through non-traditional sources of financing and actively managing our liquidity, will have a direct impact on our business, results of operations and financial condition, and if we are not successful will exacerbate other risks and uncertainties. In addition, the failure to maintain the listing requirements of the Nasdaq Global Market could adversely affect our common share price and ability to raise additional funds. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in our forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: our inability to execute our business plan, inability to implement our business strategy or to grow our business and its impact on our business, results of operations and consolidated financial condition; inability to address a slow return to economic growth; fluctuations in our quarterly results; failure to maintain our customer base that generates the majority of our revenues; currency fluctuations; failure to maintain sufficient insurance coverage; changes in value of our goodwill; failure of a significant market to develop for our products; failure of hydrogen being readily available on a cost-effective basis; changes in government policies and regulations; lack of new government policies and regulations for the energy storage technologies; failure of uniform codes and standards for hydrogen fueled vehicles and related infrastructure to develop; liability for environmental damages resulting from our research, development or manufacturing operations; failure to compete with other developers and manufacturers of products in our industry; failure to compete with developers and manufacturers of traditional and alternative technologies; failure to develop partnerships with original equipment manufacturers, governments, systems integrators and other third parties; inability to obtain sufficient materials and components for our products from suppliers; failure to manage expansion of our operations; failure to manage foreign sales and operations; failure to recruit, train and retain key management personnel; inability to integrate acquisitions; failure to develop adequate manufacturing processes and capabilities; failure to complete the development of commercially viable products; failure to produce cost-competitive products; failure or delay in field testing of our products; failure to produce products free of defects or errors; inability to adapt to technological advances or new codes and standards; failure to protect our intellectual property; our involvement in intellectual property litigation; exposure to product liability claims; failure to manage cyber security threats to our information technology infrastructure and systems; failure to meet rules regarding passive foreign investment companies; failure to maintain the requirements for continued listing on Nasdaq; actions of our significant and principal shareholders; dilution as a result of significant issuances of our common shares and preferred shares; inability of US investors to enforce US civil liability judgments against us; volatility of our common share price; and dilution as a result of the exercise of options.

These factors and other risk factors described in this annual information form are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in our forward-looking statements. You should not place undue reliance on forward-looking statements. In addition, readers are encouraged to read the section entitled “Risk Factors” in this annual information form for a broader discussion of the factors that could affect our future performance.

These forward-looking statements are made as of the date of the annual information form and we assume no obligation to update or revise them to reflect new events or circumstances, except as required by applicable law.

2.       Corporate Structure

We were incorporated on June 10, 2009 under the Canada Business Corporations Act, under the name “7188501 Canada Inc.” We changed our name to “Hydrogenics Corporation-Corporation Hydrogenique” on October 27, 2009 in connection with the transaction involving Algonquin Power Income Fund (“APIF”), as described further below under “APIF Transaction.”

Old Hydrogenics was founded in 1988 under the name “Traduction Militech Translation Inc.” It subsequently changed its name to “Société Hydrogenique Incorporée-Hydrogenics Corporation Incorporated”. From 1990 to August 1995, Société Hydrogenique Incorporée-Hydrogenics Corporation Incorporated did not actively carry on business. In August 1995, we commenced our fuel cell technology development business, and in 2000, changed our name to Hydrogenics Corporation - Corporation Hydrogenique. Until October 27, 2009, we were a wholly owned subsidiary of Old Hydrogenics.

1

Our principal executive offices are located at 220 Admiral Boulevard, Mississauga, Ontario, Canada L5T 2N6. Our telephone number is (905) 361-3660. Our agent for service in the United States for any actions relating to our common shares is CT Corporation System, 28 Liberty St., New York, New York 10005, (212) 894-8400.

We maintain operations in Belgium, Canada and Germany with a satellite office in the United States and branch offices in Russia and Indonesia. As of March 19, 2019, we beneficially owned, directly or indirectly, 100% of the voting and non-voting securities of the material subsidiaries listed below.

Subsidiaries	Jurisdiction of Incorporation
Hydrogenics Europe NV	Belgium
Hydrogenics GmbH	Germany

In 2014 we invested into and hold a 49% interest in Kolon-Hydrogenics, a joint venture incorporated in South Korea. Kolon-Hydrogenics Co. Ltd owns 100% of Kolon Hydrogenics Power Co. Ltd, an incorporated Korean company whose focus is on renewable energy opportunities. In June 2018, we commenced discussions with Kolon Water & Energy Co. Ltd. to dissolve the joint arrangement. The dissolution of the joint venture is expected in 2019.

In 2017 we invested into and hold a 49% interest in 2562961 Ontario Ltd, a joint venture incorporated in Canada with Enbridge Gas Distribution. The joint venture was formed to develop, construct, own and operate a 2.5 megawatt (‘MW”) Power-to-Gas energy storage facility project. The project was commissioned into service in May 2018.

3.       Description of Our Business

Overview

Hydrogenics’ mission is to provide safe, secure, sustainable and emission free energy as a leading global provider of clean energy solutions based on hydrogen. Hydrogenics, together with its subsidiaries, is a globally recognized leader in the design, development and manufacture of hydrogen generation, energy storage and fuel cell products based on water electrolysis technology and proton exchange membrane (“PEM”), technology. We conduct our business through the following business units: (i) OnSite Generation, which focuses on hydrogen generation products for industrial gas, hydrogen fueling and renewable energy storage markets; and (ii) Power Systems, which focuses on fuel cell products for original equipment manufacturers (“OEMs”), systems integrators and end users, including backup power, and motive applications, such as trains, buses, forklifts and other heavy mobility applications.

Our OnSite Generation business segment is based in Oevel, Belgium and develops products for industrial gas, hydrogen fueling and renewable energy storage markets. For the year ended December 31, 2018, our OnSite Generation business reported revenues of $18.3 million and, at December 31, 2018, had 81 full-time employees.

Our Power Systems business segment is based in Mississauga, Canada, with operations in Gladbeck, Germany, and a satellite facility in Carlsbad, California, USA, and develops products for primarily stationary power, backup power and motive power applications. For the year ended December 31, 2018, our Power Systems business reported revenues of $15.6 million and, at December 31, 2018 had 102 full-time employees.

Our business units are supported by a corporate services group providing finance, insurance, investor relations, communications, treasury, human resources, strategic planning, compliance, and other administrative services. Corporate services are reported separately as Corporate and Other. At December 31, 2018, our Corporate and Other business unit had 4 full-time employees.

2

Our business, as at March 19, 2019, is summarized below:

OnSite Generation

Our OnSite Generation business segment, is based on water electrolysis technology which involves the decomposition of water into oxygen (O2) and hydrogen gas (H2) by passing an electric current through a liquid electrolyte (“alkaline”) or a proton exchange membrane (“PEM”). The resultant hydrogen gas is then captured and used for industrial gas applications, hydrogen fueling applications, and is used to store renewable and surplus electrical energy in the form of hydrogen (commonly referred to as “Power-to-Gas”). Historically, the demand for onsite generation of hydrogen gas has been driven by relatively modest manufacturing market applications for industrial hydrogen. A typical unit for these applications would generate 20 to 60 normal cubic meters of hydrogen and consume 100 to 300 kilowatt (kW) of electrical energy. We serve this market with our HySTAT® and HyLYZER® branded alkaline electrolyzer products, which are based on 60 years of hydrogen experience, meet international standards, such as ASME, CE, Rostechnadzor and UL, and are certified ISO 9001 from design to delivery. We configure our HySTAT® products for both indoor and outdoor applications and tailor our products to accommodate various hydrogen gas requirements. These products are sold to leading merchant gas companies, such as Air Liquide and Linde Gas, large manufacturers, oil and gas companies and end-users requiring high purity hydrogen produced on-site for industrial applications.

Since 2009, Hydrogenics has also been pioneering Power-to-Gas, an innovative energy conversion and storage solution using electrolysis. Power-to-Gas is the three-step process of integrating renewable sources of generation by load-following, converting the surplus electricity to hydrogen or renewable gas, and leveraging the existing natural gas infrastructure for seasonal storage. An electrolyzer provides the rapid, dynamic response to the electricity grid system operator’s signals to accurately load-follow the intermittent generation pattern of renewable sources such as wind turbines. The hydrogen produced is injected into the natural gas system and can be intermingled with natural gas and thus additional storage vessels are not needed. Surplus electricity can be stored for consecutive days or even consecutive weeks without the need to discharge; it is a seasonal storage capability. This energy storage solution bridges the power grid and the gas grid to unlock new options. It enhances the flexibility of managing the power grid and provides the means to capitalize on the vast potential of alternative sources of generation to produce a local source of renewable gas to de-carbonize the gas system. Hydrogenics is working with global energy utilities such as Air Liquide, Uniper (formerly E.ON) and Enbridge to commercialize Power-to-Gas energy storage globally. On December 21, 2018, we announced the signing of a Technology and Business Development Agreement (“TBDA”) with The Hydrogen Company (“H2C”), an indirect wholly-owned subsidiary of L’Air Liquide S.A. (“Air Liquide”). The terms of the TBDA provide for the joint development of a large scale PEM electrolysis solution focused on lowering total cost of ownership. The agreement also provides for collaboration to bid this solution on large scale PEM electrolysis products worldwide.

We are also promoting PEM electrolysis in hydrogen fueling stations as possible Power-to-Gas solutions at a distributed storage level. The electrolyzer can be used to generate hydrogen during periods of surplus energy levels, thus absorbing the excess energy at lower cost to generate hydrogen. This hydrogen is then stored at site and can be used to fuel hydrogen trains, cars, trucks and buses. If the surplus power is generated from renewable energy sources such as wind and solar, the potential exists for a completely zero emission green solution as hydrogen fuel cells emit only water vapor. An increase in orders and interest for fueling stations in Europe and elsewhere, has signaled what we believe could be a major increase in the size of this market. During the past year, we have also witnessed an increase in interest and orders for our small, medium and large-scale energy storage products, which also service the need for ancillary electrical power services, such as grid balancing and load profiling. While this area is heavily dependent on public funding initiatives, particularly in Europe, it continues to present compelling growth opportunities.

Our OnSite Generation business also competes with merchant gas companies, such as Air Liquide which, in addition to being customers, operate large scale centralized hydrogen production plants and are providers of alternative on-site hydrogen generation products using steam methane reforming (“SMR”) technology or other electrolysis technology. We compete on performance, reliability and cost and believe we are well positioned in situations where there is a need for high purity hydrogen manufactured on-site. For example, on February 25, 2019, we announced the award of a 20 megawatt project from Air Liquide Canada, which we feel, affirms the cost and performance advantage of PEM electrolysis for large-scale electrolysis applications.

The worldwide market for hydrogen, which includes the merchant gas market, is estimated at $5 billion annually, and is served by industrial gas companies as well as on-site hydrogen generated by products manufactured by companies such as ours. We believe the annual market for on-site hydrogen generation equipment is approximately $100 million to $200 million. We believe the size of the addressable market for on-site hydrogen generation equipment could more than double if energy storage and electrolysis based hydrogen fueling stations gain widespread acceptance.

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The business objectives for our OnSite Generation group are to: (i) continue to pursue opportunities for customers to convert otherwise wasted renewable energy, such as wind, solar or excess baseload energy, into hydrogen; (ii) further expand into global markets, such as Eastern Europe (including Russia), Asia, Australia, North America and the Middle East; (iii) grow our fueling station business; (iv) further increase the gross margins of existing product lines by improving our procurement and manufacturing processes; (v) reduce the total cost of ownership of our products through design and technology improvement; and (vi) further increase the reliability and durability of our products to exceed the expectations of our customers and improve the performance of our applications.

Power Systems

Our Power Systems business segment is based on PEM fuel cell technology, which transforms chemical energy liberated during the electrochemical reaction of hydrogen and oxygen into electrical energy. Our HyPM® branded fuel cell products are based on our extensive track record of on-bench testing and real-time deployments across a wide range of stationary and motive power applications. We configure our HyPM® products into multiple electrical power outputs ranging from 1 kilowatt to 1 megawatt with ease of integration, high reliability, high operating efficiency delivered from a compact fuel cell and balance of stack design.

Our Power Systems products are sold to integrators of motive power, direct current (“DC”) and alternating current (“AC”) stationary primary and auxiliary power manufacturers and leading Original Equipment Manufacturers (“OEMs”). Additionally, our products are sold for prototype field tests intended to be direct replacements for traditional lead-acid battery packs for motive applications such as trains, buses, delivery vehicles and truck applications. Finally, we also sell our Power Systems products to the military, aerospace and other early adopters of emerging technologies.

Our Power Systems business competes with several well-established battery and internal combustion engine companies in addition to several other fuel cell companies. We compete on relative price to performance, design innovation and ease of integration. In the backup power market, we believe our HyPM® systems have an advantage over batteries and diesel generation for customers seeking extended run requirements by offering more reliable and economical performance. In motive power markets, we believe our HyPM® products are well positioned against electric only vehicles by offering increased productivity, lower operational costs and extended range; particularly for heavy mobility applications. We highlight progress with our contract with Alstom (announced in 2015) as an example of displacing legacy technologies in the passenger rail market. Alstom successfully certified the fuel cell electric Coradia iLint platform in June of 2018 with the platform providing passenger rail service since September 2018. We expect our first production order under this agreement in 2019.

There are four types of fuel cells other than PEM fuel cells that are generally considered to have possible commercial applications, including phosphoric acid fuel cells, molten carbonate fuel cells, solid oxide fuel cells and alkaline fuel cells. Each of these fuel cell technologies differs in their component materials and operating characteristics. While all fuel cell types may have potential environmental and efficiency advantages over traditional power sources, we believe PEM fuel cells can be manufactured less expensively and are more efficient and more practical in compact-scale stationary and motive power applications. Furthermore, most automotive companies have selected PEM technology for fuel cell powered automobiles. We expect this will help establish concentration around PEM technology and may result in lower costs in the supply chain, as compared to the other fuel cell technologies.

The business objectives for our Power Systems group are to: (i) offer a standard fuel cell platform configurable for many markets, thereby enabling ease of manufacturing and reduced development spending; (ii) achieve further market penetration in the stationary power and motive power markets by tailoring our HyPM® fuel cell products to meet market specific requirements, including price, performance and features; (iii) reduce product cost while improving durability and reliability; (iv) invest in sales and market development activities in the stationary power and motive power markets; (v) continue to target the military and other early adopters of emerging technologies as a bridge to future commercial markets; and (vi) secure the requisite people and processes to align our anticipated growth plans with our resources and capabilities.

History

From inception through to the end of 2000, our revenues were predominantly derived from selling test products and related diagnostic equipment, with limited sales of fuel cell products and engineering services, principally under military and government contracts. In November 2000, we completed our initial public offering of common shares generating net proceeds of $84 million and listed our common shares on the Toronto Stock Exchange (“TSX”) and the Nasdaq Global Market (“Nasdaq”). These funds, combined with our expertise in the fuel cell testing business, provided the platform for advancing the development of our fuel cell power products. In 2001, we began to expand the sale of our fuel cell products and of our integration services.

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In January 2003, we acquired Greenlight Power Technologies, Inc., our principal competitor in the fuel cell test equipment business, for $20 million, satisfied by approximately $2.3 million of cash and 4.2 million common shares. Subsequent to our acquisition, we consolidated our fuel cell test businesses in Burnaby, British Columbia allowing us to accelerate our fuel cell development activities in Mississauga, Ontario.

In a February 2004 offering, we issued a total of 11.4 million common shares for net proceeds of $61.6 million including the over-allotment option.

In January 2005, we acquired Stuart Energy, a recognized leader in onsite hydrogen generation systems for industrial, transportation and energy markets, for $129 million. We satisfied the purchase price by issuing approximately 27 million shares. This acquisition diversified our product portfolio, provided us with a world class customer base including Air Liquide, Air Products, Cheung Kong Infrastructure, Chevron, Ford, General Motors, Linde, Shell Hydrogen and Toyota, strengthened our European presence, and augmented our management team and employee base. On completion of our acquisition, we carried out a comprehensive integration program achieving annualized cost savings exceeding $10 million.

In March 2007, we implemented a restructuring and streamlining of our operations to reduce its overall cost structure. Subsequently, in November 2007, further cost reduction initiatives were undertaken. These initiatives resulted in a workforce reduction of approximately 100 full-time equivalent positions. The Company incurred approximately $4.1 million pre-tax charges in 2007 in connection with these initiatives.

In November 2007, after conducting an extensive evaluation of the opportunities for our fuel cell test products design, development and manufacturing business and canvassing all opportunities, our Board of Directors approved plans for an orderly windup of this business which was based in our Burnaby, British Columbia facility. In November 2007, we announced we were exiting the business that was conducted through our test systems business unit (“Test Systems”).

In 2008, we further streamlined our operations, which resulted in a workforce reduction of approximately 25 full-time equivalent positions representing approximately $1.3 million of annual payroll costs.

On June 11, 2009, we, Old Hydrogenics, the Board of Trustees of Algonquin Power Income Fund (“APIF”) and APIF’s manager, Algonquin Power Management Inc., agreed on the terms of a series of transactions (collectively, the “APIF Transaction”) and agreements, pursuant to which Old Hydrogenics agreed to transfer its entire business and operations to us, including all assets, liabilities, directors, management and employees, but excluding its tax attributes. Concurrently, the APIF Transaction enabled unitholders of APIF to continue to hold their interest in APIF as shareholders of Old Hydrogenics, which was renamed Algonquin Power & Utilities Corp. (“APUC”), a publicly traded Canadian corporation. APUC has the ability to make efficient use of our accumulated tax attributes in the continued execution of APIF’s business plans. Under the APIF Transaction, our shareholders had their common shares in the capital of Old Hydrogenics redeemed for our common shares on a one-for-one basis. At the same time APIF unitholders exchanged their units for APUC common shares.

As a result of completion of the APIF Transaction on October 27, 2009, unitholders of APIF did not retain any interest in the business of the Corporation nor did the Corporation’s shareholders retain any interest in the business of APIF. We have continued to carry on the hydrogen generation and fuel cell business as a public entity with all of the assets (including the intellectual property), except for certain tax assets, of our predecessor prior to the APIF Transaction.

During 2010, we completed an offering of common shares and warrants for gross cash proceeds of $5.0 million before placement agent’s fees and other offering expenses.

On August 9, 2010, we entered into a subscription agreement (the “Agreement”) with CommScope Inc. of North Carolina, wherein CommScope would purchase from us common shares in four tranches, up to a maximum of 2,186,906 shares for a maximum aggregate purchase price of $8.5 million, subject to achieving certain product development milestones. During 2010, we closed the first two tranches under the terms of the Agreement for gross cash proceeds of $4.0 million. We incurred issuance costs of $0.2 million in connection with the issuance of the first and second tranches. During 2011, we completed the final two tranches of a private placement offering of common shares with CommScope for gross cash proceeds of $4.5 million.

In September 2011, the Corporation entered into an agreement with the Province of Ontario’s Ministry of Economic Development, Strategic Jobs and Investment Fund for a low-interest rate loan of up to CA$6.0 million.

During 2012, we completed a private placement offering of common shares with Enbridge for gross cash proceeds of $5.0 million.

In 2013, we completed an offering of common shares for gross cash proceeds of $6.9 million, including an overallotment.

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In 2014, we completed an offering of common shares for gross cash proceeds of $15 million. Also in 2014 we entered into a joint venture with Kolon Water and Energy, a South Korean company to develop stationary power applications using fuel cell technology for the Korean market. Hydrogenics owns 49% of the joint venture and contributed 2.45 billion Korean Won to the transaction (approximately $2.3 million).

During 2015, we completed an offering of common shares and warrants for gross cash proceeds of $19.0 million before placement agent’s fees and other offering expenses.

In 2015, the Company also entered into a loan agreement with a syndicate of lenders for an 18 month facility of $7.5 million bearing interest at 11% per annum. This facility was carried at amortized cost and was repaid on November 7, 2016.

In November of 2016, we announced a $9 million five year debt facility with Export Development Canada. The loan is structured as a five year term loan with quarterly interest payments calculated at an annual interest rate of US prime plus 10%, declining to US prime plus 5% or 7% if certain annual earnings before interest, taxes, depreciation and amortization thresholds are met. The loan is subject to four quarterly repayments of $0.25 million followed by 16 quarterly repayments of $0.5 million.

In April of 2017 we announced a private placement offering of common shares with Fuzhou Bonded Zone Hejili Equity Investment Limited Partnership for total proceeds of $21 million for 2,682,742 million common shares of the Company. This transaction closed in June of 2017.

During 2017, we entered into an arrangement with Enbridge Gas Distribution to form the joint venture 2562961 Ontario Ltd. to develop, construct, own and operate a 2.5MW Power-to-Gas energy storage facility project. Hydrogenics owns 49% of the joint venture and sold the joint venture related project assets for $2.0 million, for which we received a 49% equity investment in the newly formed joint venture of $1.0 million.

In August 2018, we disclosed that we had entered into discussions with Kolon Water and Energy to dissolve the joint venture entered into in 2014.

In December of 2018, we announced a private placement offering of common shares with The Hydrogen Company, an indirect wholly-owned subsidiary of L’Air Liquide S.A., for total proceeds of $20.5 million for 3,537,931 common shares of the Company. This transaction closed in January of 2019.

Industry Trends

A discussion of industry trends, by its nature, necessarily contains certain forward-looking statements.  Forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties that could cause actual results or events to differ materially from current expectations. Please refer to the caution regarding forward-looking statements contained in the “Forward-Looking Statements” section on page 1 and the “Risk Factors” section beginning on page 20 for a discussion of such risks and uncertainties and the material factors and assumptions related to the statements set forth in this section.

We anticipate our business will continue to benefit from several broad trends including: (i) increased government legislation and programs worldwide promoting alternative energy sources such as synthetic fuels, including hydrogen; (ii) increased awareness of the adverse impact of fossil fuels on our climate and environment; and (iii) the need for industrialized economies to access alternative sources of energy to reduce fossil fuel dependency. We anticipate these trends will continue and intensify in the future, allowing the benefits of hydrogen to be further demonstrated in numerous applications. In particular, hydrogen can be generated universally from renewable power sources such as hydroelectric, geothermal, solar and wind or from low-emission sources such as biomass and nuclear.  These industry trends are discussed below.

Increased government legislation and programs worldwide promoting alternative energy sources including hydrogen.  In recent years, numerous governments have introduced legislation to promote and develop the use of hydrogen in energy applications as a partial response to the risks and adverse effects associated with fossil fuels. We anticipate this interest will accelerate over time. Recent government legislation has been proposed or passed in many jurisdictions to support renewable energy initiatives. A notable development in 2018 was the adoption of the Renewable Energy Directive, Part ii in June by the European Union, which formally sanctioned hydrogen as a zero-emission solution across both motive and power to gas applications.

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The global commitment to combating climate change was memorialized with definitive greenhouse gas reduction targets at the United Nations Climate Change Conference (COP21) held in the fall of 2015 (supported by subsequent conferences).

Hydrogenics should benefit from these targets as countries look to invest into clean technology applications.

The European Union (EU”) has taken a leadership role in the global community by setting a series of demanding greenhouse gas and energy reduction targets to be met in the near future. The targets are: i) a reduction in EU greenhouse gas emissions of at least 20% below 1990 levels; ii) to have 20% of EU energy consumption to come from renewable resources; and iii) a 20% reduction in primary energy use compared with projected levels, to be achieved by improving energy efficiency. One of the significant results of these targets is that a significant number of vehicles using diesel and gasoline fuels in the road transportation sector will be replaced with vehicles that use natural gas and hydrogen by 2020. European efforts include the European Commission (“EC”) establishing a platform to bring hydrogen and fuel cells to market and a proposed Joint Technology Initiative for public-private partnership.  The EC’s 7th Framework Programme is currently providing $1.2 billion over five years for hydrogen and fuel cell initiatives under the European Hydrogen and Fuel Cell Technology Platform.  There has been an increased commitment from Germany’s H2Mobility consortia to put the needed hydrogen filling stations in place to meet these targets. There have also been EU early policy statements targeting hydrogen filling stations every 300 km to ensure suitable coverage for the fuel cell vehicles intended to be brought to market.

Additionally, several Asian countries are responding to environmental, energy, security and socio-economic concerns by introducing legislation and initiatives to promote hydrogen and fuel cell technologies.  Japan, Korea, India and China continue to invest significantly in the development and commercialization of hydrogen and fuel cells.

Increased awareness of the adverse impact of fossil fuels on our climate, environment and air quality.  Governments worldwide continue to enact legislation aimed at curtailing the impact of fossil fuels on the environment. In addition to well established protocols such as COP21, the Kyoto Accord and the Canada Clean Air Act there have been recent initiatives in various jurisdictions which continue to reinforce that the impact of fossil fuels on the environment must be reduced. De-carbonization for urban transit remains a high priority in many urban centers around the world. Certain urban centers, such as Beijing are recording their highest ever levels of pollutants emphasizing the growing awareness of the adverse impact of fossil fuels. In 2012, the EU brought out its airline carbon tax and enacted legislation requiring airlines to pay a carbon emissions charge for all flights landing in the EU based on the amount of carbon emitted. In addition, the pace of introduction of carbon taxes including direct taxation and “cap and trade” regimes around the globe including Canada, California, the EU and several Asian countries has accelerated the global awareness of the need to reduce carbon emissions.

The need for industrialized economies to access alternative sources of energy to reduce their dependency on fossil fuels.  Many industrialized nations, including some of the fastest growing economies, import most, or all, of the fossil fuels consumed. This creates a dependency on external sources and exposes them to significant trade imbalances. In addition, the earthquake and resulting tsunami in Japan has caused many governments to consider reducing dependency on nuclear power plants and consider alternative power sources such as hydrogen. The growing concern over volatile climate occurrences often attributed to climate change is driving the desire for longer backup power requirements. While conventional backup systems are adequate for several hours of backup, the world has seen an increase of incidences requiring the ability to maintain power over the course of several days, and we believe hydrogen fuel cell power is ideal for such applications.

Increased collaboration and strategic support from multi-national incumbents. Launched at the World Economic Forum 2017, in Davos, Switzerland, the Hydrogen Council is a global initiative of 60 leading energy, transport and industry companies with a long-term ambition for hydrogen to foster the energy transition. The 18 steering committee members of the council represent a combined market capitalization of $1.15 trillion. Each member CEO shares a united vision that hydrogen is essential to achieving deep decarbonization of the global energy system at scale. This growing coalition of CEOs have the ambition to i) accelerate their significant investment in the development and commercialization of the hydrogen and fuel cell sectors and ii) encourage key stakeholders to increase their backing of hydrogen as part of the future energy mix with appropriate policies and supporting schemes. Key policy recommendations to unlock the contribution of hydrogen to energy transition include i) provide long-term and stable policy frameworks, ii) develop coordination and incentive policies and iii) facilitate harmonization of industry standards.

For stationary power, in the United States alone, approximately 400,000MWs of new electricity generating capacity is forecast to be needed by 2025 to meet growing demand and to replace retiring generating units.  The existing electricity transmission and distribution grid in the United States is overburdened in many regions.  By locating power generation products close to where the power is used, known as distributed generation, it is possible to bypass the overloaded transmission and distribution grid.  Hydrogen and fuel cell technologies are well suited to a distributed generation model thereby providing an emerging opportunity for hydrogen fuel cells and hydrogen powered internal combustion engines to provide stationary generating capacity. 

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China also has growing concerns about air quality, energy supply and security, which is leading it to pursue initiatives promoting hydrogen and energy efficiency programs especially in urban transport. Further, as the introduction of automobiles and transit vehicles continues to accelerate in China, such dependency on fossil fuels may become increasingly unsustainable, creating an opportunity for hydrogen and fuel cells.

The above noted factors have led to increased interest from progressive electric power and gas utilities throughout the world seeking a robust and cost-effective solution for renewable and excess energy storage and the provision of ancillary services such as grid balancing and load following.

Our Strategy

Our strategy is to develop electrolyzer and fuel cell products for sale to OEMs, integrators, electric utilities, gas utilities, merchant gas companies, municipalities and other owners of mass transit applications (such as buses and trains) and end-users requiring highly reliable products offered at competitive prices. We believe our success will be substantially predicated on the following factors:

Increasing Market Penetration

At December 31, 2018, we had 17 full-time staff employed in sales functions. Our senior management team is also actively involved in sales initiatives, including maintaining close contact with our more significant customers. Our focus remains to strengthen the sales function by continually assessing responsibilities to permit dedicated sales leadership, obtaining detailed assessments of markets, and leveraging our strategic relationships with companies such as Enbridge, Air Liquide and Alstom.  Notable in 2018 was the signing of the Technology and Business Development Agreement (“TBDA”) with Air Liquide noted in Section 3 OnSite Generation.

2018 continued the focus prior years on developing several key markets and geographies. In Power Systems, our growth in the Chinese bus and transportation market in last two years is evidenced by 1,000 unit order and licensing agreement with Blue-G New Energy Science & Technology Corporation that is expected to contribute to further growth in 2019 and beyond. Driven by government incentives for fuel cell buses, the Chinese market currently represents the single largest geographic market for fuel cell technology. Also on the mobility front, work continued on our ten-year contract to develop and supply hydrogen fuel cell propulsion systems for Alstom Transport for passenger rail in Europe. Notable in 2018 was the certification and subsequent commissioning into service of the Coradia iLint platform. This has provided Alston with a significant catalyst in their sales efforts for the platform as it is now in service and production orders under our contract are expected in 2019. We are also actively investigating extending hydrogen rail opportunities into other markets; notably, in North America and Asia.

Additionally, we have developed or maintained relationships with third parties we believe are well positioned in our relevant markets to identify new opportunities for our products. In the industrial gas market, these third parties include leading merchant gas companies, such as Air Liquide and Linde Gas. In the energy storage market, we are advancing our strategic relationship with Enbridge. For example, during 2018, our joint venture with Enbridge to build an energy storage facility was completed and accepted by the Independent Energy Service Operator (“IESO”). The facility began operations in May 2018 under an IESO Regulation Services contract demonstrating proof of concept to both Enbridge and the IESO.

Please also refer to the discussion above regarding OnSite Generation and Power Systems for further information related to increasing our market penetration.

Future Markets

There are several drivers which will accelerate growth in our markets in the coming year. Electrification of transport, elimination of diesel fuel and ongoing concern about air quality are major themes. Increasingly around the world, governments are supporting these themes with policy and funding initiatives. Hydrogen is a versatile energy carrier which enables the “coupling” of sectors which depend on energy. Renewable power generation, efficient gird operations, industrial demand and transport can all be served in an integrated way with hydrogen. Accordingly, our combined competence in electrolysis (the fuel side) and fuel cells (the engine side) supports attractive future market optionality for the company. 

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Advancing Our Product Designs

Within our OnSite Generation business segment, we remain focused on two key areas. First, reducing the cost of our HySTAT^® alkaline electrolyzer while improving its efficiency. Innovation in the design, elimination of non value-added components, improved component sourcing and fundamental electrochemical improvements have all contributed to ongoing cost reduction initiatives in 2018 and beyond. We also recognize the opportunity for larger scale energy storage installations and are continuing to develop significantly scaled-up products to better meet this market opportunity. Second, we are continuing the rollout of PEM electrolysis, particularly in the area of Power-to-Gas where PEM technology provides a more scalable solution than alkaline electrolysis at higher power levels. On December 21, 2018, we announced the signing of a TBDA with H2C. The terms of the TBDA provide for the joint development of a large-scale PEM electrolysis solution focused on lowering the total cost of ownership. This agreement provides that we retain ownership of intellectual property rights attributable to our technology, whereas H2C contributes their expertise regarding balance of plant and project management.

Within our Power Systems business segment, we spent much of 2018 focusing on further reducing the cost of a fully integrated fuel cell system inclusive of its components and expanding our core product range to 50kW. We continue to leverage our integration capability in taking a standard fuel cell stack and finding multiple cost-effective applications. The result is a common building block such as our (HD30 30kW fuel cell) being used in multiple applications such as buses, trains, stationary power and grid stabilization. We have achieved significant cost reduction milestones but will continue to further improve the financial viability of the product in the marketplace by looking at both scale (increased volume ordering from suppliers) as well as bringing components of the supply chain in-house to further reduce production cost.

Securing Additional Capital

As at December 31, 2018, we had $8.7 million of cash, cash equivalents and restricted cash, had $11.0 million of shareholders’ equity and $49.9 million of assets. As detailed below, subsequent to year, end we received net proceeds of $20.3 million by way of a private placement.

Historically we have not been profitable and we do not anticipate achieving a consistent level of profitability nor generating consistent positive cash flow from operations over the next several quarters. The failure to raise sufficient funds necessary to finance future cash requirements could adversely affect our ability to pursue our strategy and negatively affect our operations in future periods.

On May 13, 2014, we entered into an underwriting agreement with Canaccord Genuity to issue 1,000,000 common shares of the Company at an issue price of $15.00 per share. Commscope participated in this offering as a secondary issuer and sold 500,000 of their shares, also at $15.00 per share. On May 16, 2014 the Company issued 1,000,000 shares for gross proceeds of $15 million. Net proceeds after underwriting fees and expenses were $13.5 million.

In 2015, the Company also entered into a loan agreement with a syndicate of lenders for an 18 month facility of $7,500 bearing interest at 11% per annum. This facility was carried at amortized cost and was repaid on November 7, 2016.

On December 11, 2015, we entered into an underwriting agreement with Craig-Hallum Capital Group LLC to issue 2,129,031 common shares of the Company at an issue price of $7.75 per share. Craig-Hallum Capital Group also retained an overallotment of 319,354 shares that could be issued at any time on the ensuing 30 days. On December 16, 2015 the Company issued 2,448,385 shares for gross proceeds of $19.0 million inclusive of the overallotment. Net proceeds after underwriting fees and expenses were $17.5 million.

In November of 2016 we entered into a loan agreement with Export Development Canada (“EDC”) for a loan of $9 million repayable over five years with principal repayments of $250,000 per quarter for the first year and $500,000 per quarter for the remaining four years. The loan bears a variable interest rate of US prime plus 10%. As additional consideration for the loan, EDC was granted 200,575 warrants at an exercise price of $6.85 per share. Each warrant is exercisable for one common share of the company. These warrants were exercised in Q4 of 2017 resulting in total proceeds of $1.3 million.

On April 28, 2017 we entered into a subscription agreement for a private placement with Fuzhou Bonded Zone Hejili Equity Investment Limited Partnership (“Hejili”) to issue 2,682,742 common shares of the Company for total proceeds of $21 million. This transaction closed on June 27, 2017. Net proceeds after underwriting fees and expenses was $19.7 million.

On December 21, 2018 we entered into a subscription agreement for a private placement with The Hydrogen Company (“H2C”), an indirect wholly owned subsidiary of Air Liquide, to issue 3,537,931 common shares of the Company for total proceeds of $20.5 million. This transaction closed on January 24, 2019. Net proceeds after expenses was $20.3 million. No underwriting fees were incurred on this transaction.

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Retaining and Engaging Our Staff

At December 31, 2018, we had 187 full-time employees, the majority of who have been employed by the Corporation for several years and possess strong technical backgrounds with extensive industry experience. We strive to maintain a high level of employee engagement by compensating at market rates and providing interesting and challenging work.

At December 31, 2018, we had 17 full-time staff employed in sales functions. Our senior management team is also actively involved in sales initiatives, including maintaining close contact with our more significant customers.

Our Products and Services

Our core products include hydrogen fuel cells in our Power Systems business and hydrogen electrolyzer generation equipment in our OnSite Generation business. A summary of our product lines is noted below.

i. Fuel Cell Products

Our fuel cell products provide high performance, high efficiency electrical power from clean hydrogen fuel. Built on a standardized platform allowing us to achieve volume purchasing and manufacturing efficiencies, they are designed for high demand reliability, durability, quiet operations and easy maintenance. 

HyPM^® Fuel Cell Power Modules

• HyPM-HD^® power modules produce DC power in standard outputs ranging from 30-180kW per module. This product is suitable for a wide range of stationary, mobile and portable power applications. They offer longer runtimes and life at a significantly smaller size and weight as well as faster refueling time in comparison to battery applications. Targeted towards a variety of mobility applications such light and heavy-duty trucks, buses, trains, planes as well as marine applications.

• HyPM-XR^® model is targeted at stationary backup power and critical power applications, producing DC power in standard outputs ranging from 10-120kW per module which can be stacked and scales for multi MW applications.

ii. Hydrogen Generation Products

Our hydrogen electrolyzer generators allows for hydrogen to be produced where and when it is needed for a wide range of industrial applications and hydrogen fueling stations. These units offer the smallest footprint, the highest power density and conversion efficiency, and the best cost/quality ratio in the industry. Hydrogenics’ electrolyzers uses water and electricity to produce emission-free hydrogen and are ‘plug and play’ units, safely and reliably producing very pure hydrogen in continuous or dynamic operation modes.

Hydrogenics offers two types of generation products; the HyLYZER® utilizes PEM (proton exchange membrane) technology and the HySTAT™ utilizes pressurized alkaline.

HyLYZER®

• HyLYZER® is a modular electrolyzer utilizing Hydrogenics’ advanced PEM technology. The versatility and reliability of the HyLYZER makes it suitable for a wide range of stationary, portable, and back-up power applications. Its compact size ensures the smallest footprint with industry leading efficiency with the ability to handle nominal input power of 0.5 – 15MW with nominal hydrogen flow of 300 – 5,000 Nm³/h. This platform can be easily scaled to support projects of up to and beyond 100MW.

HySTAT™

• HySTAT™ electrolyzers utilize ion-exchange membranes which removes OH-ions from an electrolyte water solution, leaving hydrogen free to be harvested. This long-standing technology offers small scale generation systems with the strongest safety record and reliability in the market. These units are able to handle nominal input power of 80 – 500kW with nominal hydrogen flow of 15 – 300 Nm³/h.

iii. Renewable Energy Generation Solutions

Both the HyLYZER® and HySTAT™ generation systems can be powered through renewable energy sources such as wind and solar providing fully decarbonized and emission free power and power storage. Depending on the configuration and desired end-use of the hydrogen, this technology and process can be applied to provide customers a variety of renewable energy solutions including:

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POWER TO INDUSTRY OR FUEL

Applications: Industrial Hydrogen

• Renewable energy is converted into hydrogen for industries requiring high-quality and low-carbon hydrogen for their processes.

POWER TO MOBILITY

Applications: Fueling Stations

• Hydrogen refueling stations dispense renewable hydrogen to Fuel Cell Electric Vehicles (FCEVs), making ultra-low carbon mobility a reality.

POWER TO GAS

Applications: Low-Emission Natural Gas Replacement, Grid Balancing, and Energy Storage

• To reduce overall emissions from natural gas, renewable hydrogen is injected into the grid, either directly or as synthetic methane using CO2.

POWER TO POWER

Applications: Critical Power, Back-up Power, Grid Balancing, and Energy Storage

• Excess renewable energy is converted to hydrogen, stored and then repowered to electricity via a fuel cell system.

What we have historically referred to as Power-to-Gas has broadened considerably as evidenced by our expanded product application. Collectively, we refer to these multiple use cases as “Power-to-X”.

Sales and Marketing

Our products are sold worldwide to OEMs, systems integrators and end-users through a direct sales force and a network of distributors. Our sales method varies depending on the product offering, market and stage of technology adoption. On December 21, 2018 we also announced the signed of a Technology and Business Development Agreement with The Hydrogen Company, an indirect wholly-owned subsidiary of L’Air Liquide S.A.. The terms of the agreement provide for a joint collaboration to bid on large scale PEM electrolysis projects.

Customers

Our OnSite Generation products are sold to industrial end users requiring high purity hydrogen produced on-site for industrial applications and to leading merchant gas companies such as Air Liquide and Linde Gas.  We also sell and service products for progressive oil and gas companies such as Shell Hydrogen requiring hydrogen fueling stations for transportation applications. During the past year we have also witnessed an increase in interest and orders for our small, medium and large-scale energy storage products which also service the need for ancillary electrical power services such as grid balancing and load profiling.

Our Power Systems products are sold to leading OEMs and integrators for mobility applications such as buses, truck and rail as well as for stationary primary and backup power for utilities, telecom, data centre and similar installations. Additionally, our products are sold for prototype field tests intended to be direct replacements for traditional lead-acid battery packs for motive applications. We also sell our Power Systems products to the military and other early adopters of emerging technologies.

In 2018, four customers comprised 32% of our revenue (in 2017, four customers comprised 46% of our revenue). In 2018, 37% of our revenues was derived from Asia, 32% from Europe, and the remaining 31% from North America and other foreign jurisdictions (in 2017, these numbers were 50%, 35%, and 15% respectively). Accordingly, we have mitigated risk to any single market or adoption rate by diversifying our product portfolio across the markets in which we operate.

We have entered into agreements with several customers to pursue commercial opportunities, which we view as important to our success. Our key customer agreements are summarized below.

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Blue-G New Energy Science & Technology Corporation (“BlueG”). In June 2017, we signed a purchase and license agreement with BlueG for 1,000 fuel cell power modules along with a license and royalty agreement to localize production in the Chinese market after the delivery of the 1,000 units. BlueG will integrate our modules with a local electric drive train for buses for several Chinese bus manufacturers to support the Chinese market. This non-exclusive agreement allows us to continue our growth in this key market yet maintain our intellectual property with a multi-layered intellectual property protection strategy.

Leading Global Industrial Gas Companies. We have previously established preferred supplier agreements with Air Liquide S.A., Air Products and Chemicals, Inc., and Linde A.G., three of the leading global industrial gas companies. Typically, these agreements provide that for industrial applications we will be the preferred supplier of on-site, electrolysis-based hydrogen generators to the applicable industrial gas company. We believe these relationships represent valuable sales channels, while providing validation of our technology from highly credible partners. We also augmented our business relationship with an indirect wholly owned subsidiary of Air Liquide describe further below.

Enbridge. In April 2012, we entered into a joint development agreement with Enbridge, the owner and operator of Canada's largest natural gas distribution company, various North American midstream gas assets, and a leader in clean energy solutions, to jointly develop utility scale energy storage in North America. During 2017, we entered into an arrangement with Enbridge Gas Distribution to form the joint venture 2562961 Ontario Ltd. to develop, construct, own and operate a 2.5MW Power-to-Gas energy storage facility project. Hydrogenics owns 49% of the joint venture and sold the joint venture related project assets for $2.0 million, for which we received a 49% equity investment in the newly formed joint venture of $1.0 million. In 2018 we sold further project related assets to the joint venture for $1.4 million, for which we received an incremental 49% equity investment of $0.7 million. The project was completed and commissioned into service on May 7, 2018. The energy storage facility is operating under a 3-year contract with the Independent Electricity Services Operator (“IESO”) in Ontario, Canada providing a functioning reference site for grid stabilization services.

OEM. In October 2012, we entered into a multi-year joint cooperation agreement with an OEM. In conjunction with the signing of the cooperation agreement, we were awarded a $36 million contract for the supply of propulsion system equipment. In December 2018, we delivered the prototype unit on the initial $36 million contract concluding a major program milestone worth $29 million since inception of the contract. The joint cooperation agreement signed in 2012 also includes additional equipment and service commitments totaling up to $56 million over a 10-year period. These options will be contracted when requested by the OEM and, accordingly, have not yet been included in our backlog.

Kolon Water and Energy, In June of 2014, we entered into a joint venture (Kolon-Hydrogenics) to provide stationary base load power systems with a partner for the Korean market. A 1MW fuel cell power plant was delivered to a refinery site in 2015 and went into commercial production in October. Subsequently the project was cancelled and the equipment decommissioned and placed into storage. We are currently in discussions with Kolon Water and Energy to dissolve the joint venture, which is expected in 2019.

Alstom Transport, In May 2015, we entered into a mutually exclusive (for the European market) 10-year development and supply agreement for passenger rail propulsion systems. Under the terms of the agreement Hydrogenics will supply prototype and pre-series units for certifications trials and then progress to production series for a minimum of 200 units over 10 years. Alstom successfully certified the Coradia iLint design with our fuel cells and the platform was placed into active passenger rail service in September 2018 in Lower Saxony, Germany.

The Hydrogen Company, In December 2018, we announced the signed of a Technology and Business Development Agreement with The Hydrogen Company (“H2C”) an indirect wholly-owned subsidiary of L’Air Liquide S.A.. Under the terms of the agreement Hydrogenics and H2C will collaborate on a preferred but non-exclusive basis to collaborate on securing commercial, large scale PEM electrolysis projects worldwide. The agreement also provides for a joint collaboration to develop a comprehensive large-scale, multi megawatt PEM electrolysis solutions with best in class performance and attributes such as lowest total cost of operations. The agreement provides that Hydrogenics retains all intellectual property rights within its technology domain and know how. Similarly, H2C preserves their intellectual property rights, notably on balance of plant technology and related know-how.

Research and Product Development

Our research and product development team consists of approximately 45 staff, the majority of whom are located in Mississauga, Ontario, and are focused primarily on our fuel cell propulsion and hydrogen generation electrolyzer technology activities. The remainder are located in Oevel, Belgium.  Collectively, these individuals have many years of experience in the development and design of fuel cell and electrolysis products. Our product development team is comprised of senior technical leaders with extensive experience in their fields including younger graduates from leading universities. 

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Our objective is to develop complete integrated products rather than components and to ensure these products are constantly improved throughout the product’s life.  Our research activities are unique to each of our business units but typically focus on the cost, performance and durability of our products. Our product development activities commence with a market requirement document establishing the business case for the proposed product. This process involves staff from our business development, finance, engineering and operations departments who balance the requirements of performance, time to market, and product cost.  Prototypes are often validated by lead customers.

We seek cost-sharing projects with various government and non-government agencies, to offset, to the extent possible, our research and product development expenses.  We currently have contribution agreements with Natural Resources Canada and the Province of Ontario. In 2012, Hydrogenics Corporation entered into a loan agreement with the Province of Ontario’s Ministry of Economic Development and Trade, Strategic Jobs and Investment Fund for CA$6.0 million. The loan is a low interest rate loan and was interest free until 2017 and annual repayments of $1.2 million plus interest began in 2017. In 2014, Hydrogenics Corporation entered into a forgivable loan agreement with the Province of Ontario’s Ministry of Economic Development and Innovation, Innovation Development Fund for CA$4.0 million. The forgiveness of the principal and interest on the loan is contingent on a final commercialization report satisfactory to MRI, indicating successful commissioning and verification of the operation of the multi-stack 2.5MW PEM electrolyzer and demonstrated performance capabilities that would be deemed acceptable for ancillary service as per the IESO specifications. The unit achieved acceptance by IESO in May 2018. The final commercialization report is expected to be delivered in 2019. The forgivable loan has been accounted for as a government grant as management estimates there is reasonable assurance that the terms of forgiveness will be met.

Our current research and product development plans are summarized below:

OnSite Generation. Our research activities are focused on improving the performance and reducing the cost of our electrolyzer stacks and systems through advances in materials, design and components. Our product development team is working on advancing the next generation of on-site hydrogen generators by developing megawatt scale electrolyzer systems utilizing Hydrogenics’ MW scale PEM electrolyzer stack technology.  These new products are designed to store large amounts of renewable or other excess energy as hydrogen, thereby helping to address large scale grid energy storage problems, for Power-to-X applications and for vehicle refueling. 

Power Systems.  Since the late 90’s, research and development has focused on polymer electrolyte fuel cells (PEMFC) for hydrogen and reformate applications.  Our fuel cell research activities are concentrated on lowering cost, improving fuel efficiency and product lifetime and reducing system complexity. Activities range from focused fundamental materials research to stack and system development and testing.  At the stack level, our research and development team is working on developing our next generation stack technology which is expected to significantly increase power density and lower costs.  At the fuel cell engine or module level, we continue to expand our product line by leveraging our proven stack and system architecture while continuing to lower cost on existing products in order to meet market specific cost requirements.  

Intellectual Property

We protect our intellectual property by means of a combination of patent protection, copyrights, trademarks, trade secrets, licenses, non-disclosure agreements and contractual provisions. We generally enter into non-disclosure and confidentiality agreements with each of our employees, consultants and third parties that have access to our proprietary technology. We currently hold 175 patents in a variety of jurisdictions and have 45 patent applications pending. Additionally, we enter into commercial licenses and cross-licenses to access third party intellectual property.

We believe our intellectual property provides us a strong competitive advantage and represents a significant barrier to entry into our industry for potential competitors.  As part of our patent portfolio, we maintain a collection of innovative energy storage patents with broad and exclusive rights concerning the use of excess electrical power to produce hydrogen from water while simultaneously providing electric grid stabilization services.  We believe these patents place Hydrogenics in the strongest possible position to build our company over the long-term and will continue to strengthen our efforts as electric grid operators look to hydrogen as an important strategy for utility-scale energy storage.

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We typically retain sole ownership of intellectual property developed by us. In certain situations, we provide for shared intellectual property rights. For example, we have a non-exclusive, royalty free license to use certain of General Motors’ proprietary fuel cell stack intellectual property in certain applications and markets. We have these rights in perpetuity, including subsequent improvements to the licensed technology. We also entered into a Technology and Business Development Agreement on December 21, 2018 with The Hydrogen Company (“H2C”) regarding large scale multi megawatt PEM electrolysis projects. The agreement specifically provides that we retain complete ownership and control of all intellectual property related to our technology.

Given the relative early stages of our industry, our intellectual property is and will continue to be important in providing differentiated products to customers.

Manufacturing

The majority of our manufacturing services, including parts procurement, kitting, assembly and repair, are carried out in-house at our respective business unit manufacturing facilities. We also perform certain manufacturing-related functions in-house, including manufacturing engineering and the development of manufacturing test procedures and fixtures.

We anticipate being able to move various aspects of our manufacturing operations to third parties or other lower cost jurisdictions as production volumes increase. By moving to third parties, we would benefit from contract manufacturing economies of scale, access to high quality production resources and reduced equipment capital costs and equipment obsolescence risk. We have also commenced sourcing components from third parties in Asia and expect to increase this volume over time to reduce our material costs.

We are dependent on third party suppliers for certain key materials and components for our products such as membrane electrode assemblies and ultra capacitors. We believe we have sufficient sources and price stability of our key materials and components.

We have certifications in ISO 9001-2008 in both our Oevel and Mississauga facilities, and ISO 14001 and OHSAS 18001 in our Oevel facility.

Facilities

We have the following facilities:

• Mississauga, Ontario, Canada.  Our 25,300 square foot facility in Mississauga, Ontario serves as our corporate headquarters and Power Systems manufacturing facility. It is leased until February 28, 2027. Principal activities at this facility include the manufacture and assembly of our fuel cell power modules and PEM based electrolyzers, as well as research and product development for our fuel cell power products and our corporate activities.  In addition, we have leased an additional 25,900 square feet of space adjacent to our main facility. This additional space is for large scale assembly of fuel cell power modules and PEM based electrolyzers. This facility is leased until September 30, 2023.

• Oevel-Westerlo, Belgium. Our 67,813 square foot facility in Oevel-Westerlo, Belgium, serves as our manufacturing facility for our OnSite Generation business and is leased until August 30, 2021. Principal activities at this facility include the manufacture and assembly of our hydrogen generation equipment, water electrolysis research and product development as well as administrative functions related to our OnSite Generation business.

• Gladbeck, Germany. Our Power Systems group maintains a 5,500 square foot facility in Gladbeck, Germany, which is leased until December 31, 2019. This facility is used to provide fuel cell integration services for European customers and serves as our European office for the fuel cell activities of our Power Systems business.

• Carlsbad, California, USA. Our Power Systems group maintains a 13,300 square foot facility in Carlsbad, California, USA which is leased until December 31, 2020. This facility is used to provide fuel cell integration services for USA based customers and serves as our USA office for the fuel cell activities of our Power Systems business.

We also have small sales and service offices in Indonesia, Eastern Europe and North America. We believe our facilities are presently adequate for our operations and we will be able to maintain suitable space needed on commercially reasonable terms.

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Human Resources

As at December 31, 2018, we employed approximately 187 full-time staff. Our full-time staff is divided between 81 full-time staff in our OnSite Generation business, 102 full-time staff in our Power Systems business, and four full-time staff in our Corporate Services group. As of December 31, 2018, 4 of our employees were located in our Mississauga, Ontario corporate headquarters, 82 employees were located in our Mississauga, Ontario Power Systems group, 1 employee was located in our Mississauga, Ontario OnSite generation group, 17 employees were located in our Gladbeck, Germany power generation group, 3 employees located in our Carlsbad, California, ISA Power Systems Group and 80 employees were located in our Oevel-Westerlo, Belgium OnSite generation group.

Our ability to attract, motivate and retain qualified personnel is critical to our success. We attempt to align the interests of our employees with those of shareholders through the use of a performance-based compensation structure. We have entered into non-disclosure and confidentiality agreements with key management personnel and with substantially all employees. None of our employees are represented by a collective bargaining agreement and we believe our relations with our employees are good.

Legal Proceedings

We are not currently party to any material legal proceedings.

Government Regulation

We are not subject to regulatory commissions governing traditional electric utilities and other regulated entities in any of the jurisdictions that we operate in. Our products are however subject to oversight and regulation by governmental bodies in regards to building codes, fire codes, public safety, electrical and gas pipeline connections and hydrogen siting, among others.

4.       Description of Share Capital

Our authorized capital consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series, of which 18,985,414 common shares were outstanding as at February 28, 2019. No preferred shares were issued and outstanding as of the date of this annual information form.

Each common share carries one vote on all matters to be voted on by our shareholders. Holders of common shares are entitled to receive dividends as and when declared by our Board of Directors and to share ratably in our remaining assets available for distribution, after payment of liabilities, upon Hydrogenics’ liquidation, dissolution or winding up. Common shares do not carry pre-emptive rights or rights of conversion into any other securities. All outstanding common shares are fully paid and non-assessable. There are no limitations on the rights of non-resident owners of common shares to hold or vote their shares.

Our Board of Directors has the authority, without further action by the shareholders, to issue an unlimited number of preferred shares in one or more series and, in the event that preferred shares are issued, the Board also has the authority to fix the designations, powers, preferences, privileges and relative, participating, optional or special rights of any preferred shares including any qualifications, limitations or restrictions. Special rights that may be granted to a series of preferred shares include dividend rights, conversion rights, voting rights, redemption and liquidation preferences, any or all of which may be superior to the rights of the common shares. Preferred share issuances could decrease the market price of common shares and may adversely affect the voting and other rights of the holders of common shares. The issuance of preferred shares could also have the effect of delaying or preventing a change in control of Hydrogenics.

5.       Dividends

We have never declared or paid any cash dividends on our common shares. We currently intend to retain any future earnings to fund the development and growth of our business and we do not anticipate paying any cash dividends in the foreseeable future.

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6.       Market For Securities

Our common shares are listed on the TSX under the symbol “HYG” and on the Nasdaq under the symbol “HYGS.” The following table sets forth the reported trading volumes and trading prices in Canadian dollars and U.S. dollars, respectively, for our common shares on the TSX and Nasdaq during each month in 2018.

	TSX						Nasdaq
2018	High (C$)		Low (C$)		Volume		High ($)		Low ($)		Volume
January		14.30		10.78		120,000		11.45		8.75		1,502,038
February		12.24		9.48		95,300		9.75		7.35		1,200,582
March		12.13		10.26		72,800		9.45		7.93		1,016,121
April		11.40		9.55		47,000		9.10		7.25		561,243
May		11.00		10.11		34,500		8.56		7.75		554,375
June		10.67		9.46		94,500		8.20		7.05		651,922
July		9.99		8.55		35,300		7.65		6.50		407,132
August		8.92		6.50		78,100		6.90		4.95		1,359,336
September		10.49		7.44		164,000		7.80		5.65		1,323,895
October		10.55		7.90		78,900		8.24		6.02		1,029,755
November		8.50		6.78		68,800		6.48		5.00		865,407
December		7.10		5.20		83,000		5.50		3.80		1,406,823

7.       Directors, Officers and auditors

The following table sets forth information with respect to our directors and executive officers as of March 19, 2019:

Name and Province
or State and Country		Director or
of Residence	Title	Executive Officer Since
Douglas Alexander	Chairman of our Board of Directors	2006
Ontario, Canada
Pierre-Etienne Franc	Director	2019
Paris, France
Joseph Cargnelli	Chief Technology Officer and Director	1996
Ontario, Canada
Sara Elford	Director	2016
British Columbia, Canada
David C. Ferguson	Director	2014
Massachusetts, USA
Donald Lowry	Director	2000 – 2007
Alberta, Canada		2013
Daryl Wilson	President and Chief Executive Officer and Director	2006
Ontario, Canada

As of the date of this annual information form, our directors and executive officers, as a group, beneficially own, or exercise control or direction over 183,298 of our common shares, being approximately 0.97% of our outstanding common shares. Each director will hold office until the next annual meeting of shareholders or until his successor is duly elected or appointed.

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Douglas S. Alexander, Chairman of our Board of Directors. Mr. Alexander joined our Board of Directors in May 2006 and has served as Chair of our Board of Directors since May 2009. Mr. Alexander is the Chairman of the Board of Directors of Equitable Life Insurance Company and has served as the Chief Financial Officer of various Canadian public companies for 15 years. Mr. Alexander was formerly lead director and chair of the Audit Committee of Saxon Financial Inc. and formerly a Director and member of the Audit Committee of Critical Outcome Technologies Inc. Mr. Alexander served as a director of Stuart Energy from 2003 to January 2005 and served as a director on Biorem Technologies Inc. from 2010 to 2012. From 1999 to 2004, Mr. Alexander was Executive Vice President and Chief Financial Officer of Trojan Technologies Inc., an international environmental high technology company. Mr. Alexander’s financial expertise and corporate experience including direct responsibility for the Human Resource function while at Trojan Technologies Inc., in addition to his extensive knowledge of the business, assist him in assessing appropriate executive compensation based on the Corporation’s performance. Mr. Alexander is a Chartered Professional Accountant and is a member of the Institute of Chartered Accountants in Scotland and Ontario. He is also a Chartered Director, having graduated from the Director’s College, a joint venture between McMaster University and the Conference Board of Canada. Mr. Alexander chairs our Board and is a member of our Human Resource and Corporate Governance and Audit Committees. Mr. Alexander resides in Ontario, Canada.

Pierre-Etienne Franc, Director. Mr. Franc joined our Board of Directors in February 2019. He was nominated by The Hydrogen Company (“H2C”), an indirect wholly-owned subsidiary of L’Air Liquide S.A., pursuant to the private placement between the company and H2C that closed on January 24, 2019. Mr. Franc joined the Air Liquide Group in 1995. Since 2010, he has been supervising a portfolio of advanced businesses and technology initiatives for the Air Liquide Group in the fields of energy and the environment, space, aeronautics and cryogenics. Since June 2017, Mr. Franc has held the position of Vice President of Air Liquide’s Hydrogen Energy World Business Unit, in charge of developing the full potential of hydrogen activities worldwide for the Air Liquide Group. He also supervises Air Liquide’s venture capital arm (“ALIAD”), created in 2012. He is the current Hydrogen Council Secretary, a global initiative of leading companies with a united long-term ambition to foster the growth of hydrogen energy. Mr. Franc is the author of three books on management and technology and is a graduate of HEC Paris. Mr. Franc resides in France.

Joseph Cargnelli, Chief Technology Officer and Director. Mr. Cargnelli is one of our founders and served as a director from January 1996 to January 2005, when he resigned in connection with the closing of the Stuart Energy acquisition. Mr. Cargnelli was re-elected at the meeting of shareholders on May 17, 2005. Mr. Cargnelli served as our Treasurer from January 1996 until July 2000. Mr. Cargnelli was appointed as our Vice President, Technology in July 2000. His title was changed to Chief Technology Officer in April 2003. Mr. Cargnelli earned both a Masters of Applied Science degree in Mechanical Engineering and a Bachelor of Applied Science degree in Mechanical Engineering from the University of Toronto. From April 1992 to April 1993, Mr. Cargnelli served as a Research Engineer with the Laboratory of Advanced Concepts in Energy Conversion Inc., a laboratory engaged in the research, development and demonstration of alkaline fuel cells and hydrogen storage methods. Mr. Cargnelli is a member of the Professional Engineers of Ontario. Mr. Cargnelli resides in Ontario, Canada.

Sara Elford, Director.  Ms. Elford joined our Board of Directors in January 2016.  Ms. Elford was previously a sell-side equity research analyst with Canaccord Genuity, with over 20 years of experience in the capital markets industry. Over the course of her analyst career, Ms. Elford followed a broad range of industries and business models, with a specific, but not exclusive, focus on emerging companies, technologies and/or sectors. According to Thomson Reuters Starmine, she was named in the top two for stock picking in her sector six times since 2003, and in 2005 she was named the top stock picker in Canada across all sectors and analysts. Ms. Elford has been a CFA Charter holder since 1997 and completed the academic requirements for the directors’ education program with the ICD in 2015. She is a current member of the Board of Directors of BioSyent Inc. and Carmanah Technologies, and a past member of the Board of Directors of Pure Technologies. Ms. Elford is a graduate of Bishop’s University in Quebec. Ms. Elford is a member of our Human Resource and Corporate Governance and Audit Committees. She resides in British Columbia, Canada.

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David C. Ferguson, Director. Mr. Ferguson joined our Board of Directors in October 2014. Mr. Ferguson was Executive Managing Director and Chief Financial Officer of BMO Capital Markets and was a member of the Board of Directors of BMO Nesbitt Burns between 1999 and 2012.  Prior to 1999, he had a 25-year career at KPMG including 16 years as an audit partner in the Toronto office serving major clients in the manufacturing, mining, and financial services sectors.  Mr. Ferguson is a member of the Board of Directors of GMP Capital Inc. where he serves as Chair of the Audit Committee and a member of the Governance Committee. He also serves on the Boards of Directors and chairs the Audit Committees of two private companies, Antares Holdings GP, Inc. and Highland Therapeutics Inc.  Mr. Ferguson is a Fellow of the Institute of Chartered Professional Accountants of Ontario, and member of the Institute of Corporate Directors.  Mr. Ferguson received Bachelor of Commerce and Master of Business Administration degrees from the University of Toronto. Mr. Ferguson chairs our Audit Committee and is a member of our Human Resource and Corporate Governance Committee. Mr. Ferguson resides in Massachusetts, USA.

Donald Lowry, Director. Mr. Lowry was appointed to the Board of Directors in January 2013. After 16 years, Don Lowry stepped down from the position of President & CEO of EPCOR Utilities in March of 2013 to focus on corporate board work and to serve on local community boards and associations. Prior to joining EPCOR, Don spent more than 20 years in the telecommunications industry. He was President and Chief Operating Officer of Telus Communications Inc. and Chair of Alta Telecom. Don is currently non-executive Chair of Capital Power and served as non-executive Chair of Canadian Oil Sands from 2009 to 2016. As well, he serves as a director of Stantec and Melcor REIT. He was the Chair of the 2014-2015 Edmonton World Triathlon. In 2013 he established the Don and Norine Lowry, Women of Excellence annual scholarship for Edmonton women pursuing their post-secondary education in Edmonton. In 2010 Don was recognized as Alberta Venture’s Business Person of the Year; and was the Alberta Chamber of Resources’ Resource Person of the year in 2014. Don holds a B.Comm. (Honours) and an MBA from the University of Manitoba. He is also a graduate of the Harvard Advanced Management Program and the Banff School of Management. Mr. Lowry chairs our Human Resources and Corporate Governance Committee and is a member of our Audit Committee. Mr. Lowry resides in Alberta, Canada.

Daryl Wilson, President and Chief Executive Officer and Director. Mr. Wilson was appointed President and Chief Executive Officer in December 2006. Prior to joining Hydrogenics, Mr. Wilson held senior leadership positions at Royal Group Technologies Inc., ZENON Environmental Inc., TOYOTA and DOFASCO Inc. In 1990, Mr. Wilson earned an MBA from McMaster University in Operations Management/Management Science. Mr. Wilson is a Professional engineer and holds a Bachelor’s degree in Chemical Engineering from the University of Toronto. Mr. Wilson is a Chartered Director (C.Dir), having graduated in 2009 from Director’s College. Mr. Wilson resides in Ontario, Canada.

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Executive Officers

The following table sets forth information with respect to our executive officers as of March 19, 2019:

Name and Province
or State and Country		Director or
of Residence	Title	Executive Officer Since
Joseph Cargnelli	Chief Technology Officer and Director	1996
Ontario, Canada
Daryl Wilson	President and Chief Executive Officer and Director	2006
Ontario, Canada
Marc Beisheim	Chief Financial Officer and Corporate Secretary	2018
Ontario, Canada
Wido Westbroek	Vice President Sales and Marketing	2011(1)
Ontario, Canada
Filip Smeets	General Manager, OnSite Generation	2011
Hasselt, Belgium

(1) Prior to Mr. Westbroek’s appointment as Vice President Sales and Marketing, he was the Vice President and General Manager, OnSite Generation.

Marc Beisheim, Chief Financial Officer and Corporate Secretary. Mr. Beisheim joined us in 2018 in his current capacity of Chief Financial Officer and Corporate Secretary. Most previously Chief Financial Officer of The Canadian Press, Mr. Beisheim was also previously the CFO of Aeroquest International Limited (at the time a Toronto Stock Exchange (“TSX”) listed company). Mr. Beisheim has also held senior positions in operational management with mandates to deliver growth and improved financial performance; experience that complements his core capabilities and competency in finance. His background also reflects a focus on companies within the engineering, technology and manufacturing sectors. Mr. Beisheim is a Chartered Accountant and a Chartered Professional Accountant having received his designation in 1990.

Wido Westbroek, Vice President Sales and Marketing. Mr. Westbroek joined us in 2006 as Vice President, Operations of the Belgium OnSite Generation business and subsequently appointed as Vice President and General Manager for Hydrogenics Europe N.V. in 2007.  Mr. Westbroek was appointed to his current position effective August 1st, 2011. His former career, spanning 18 years, was with Powerlasers, a developer and manufacturer of unique laser welding technology and a maker of auto parts for major automotive OEMs based in Canada and the U.S. Mr. Westbroek received his Bachelor of Science in Physics at the University of Waterloo in Ontario.

Filip Smeets, General Manager, OnSite Generation. Mr. Smeets joined us in 2011 as General Manager of the Belgian based OnSite Generation business. Mr. Smeets was previously a General Manager with Cabot Corporation, a global performance materials company, headquartered in Boston, Massachusetts USA. During his 12 years tenure at Cabot Corporation, Mr. Smeets held increasingly responsible positions in marketing and business leadership. Mr. Smeets received his Master's degree in Chemistry from the University of Antwerp, located in Belgium.

For information regarding the backgrounds of Mr. Cargnelli and Mr. Wilson, see “Directors” above.

Auditor and Fees and Services

PricewaterhouseCoopers LLP (“PwC”) has served as our auditors since 1999. Fees payable to PwC for the years ended December 31, 2018 and 2017 were as set out below.

Audit Fees

In 2018 and 2017, PwC charged us audit fees totalling CA $800,112 and CA $649,082, respectively. In 2018 and 2017, these fees included professional services rendered for the review of interim financial statements, statutory audits of annual financial statements, consultations about financial and reporting standards and other regulatory audits and filings, including Sarbanes-Oxley compliance. In 2018, fees included services related to the adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers.

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Audit-Related Fees

In 2018 and 2017, PwC charged us audit related fees of CA $12,877 and CA $30,358, respectively. In 2018 and 2017, these fees included professional services that reasonably relate to the above services and Canadian Public Accounting Board Fees.

Tax Fees

In 2018 and 2017, PwC charged us tax fees of CA $nil and CA $nil respectively.

All Other Fees

In 2018 and 2017, PwC charged us other fees of CA $26,562 and CA $9,042, respectively. In 2018, these fees related to CPAB fees, services related to contract review and preparing statutory reports. In 2017, these fees related to audit fees for research & development funded audit requirements.

Audit Committee

The Audit Committee of our Board of Directors operates under a written charter that sets out its responsibilities and composition requirements. As at December 31, 2018 and March 19, 2019, the members of the committee were: David C. Ferguson (Chair), Douglas S. Alexander, Sara Elford and Donald Lowry. The following sets out the education and experience of each director relevant to the performance of his duties as a member of the committee.

Mr. Ferguson was Executive Managing Director and Chief Financial Officer of BMO Capital Markets and was a member of the Board of Directors of BMO Nesbitt Burns between 1999 and 2012.  Prior to 1999, he had a 25-year career at KPMG including 16 years as an audit partner in the Toronto office serving major clients in the manufacturing, mining, and financial services sectors.  Mr. Ferguson is a member of the Board of Directors of GMP Capital Inc. where he serves as Chair of the Audit Committee and a member of the Governance Committee. He also serves on the Boards of Directors and chairs the Audit Committees of two private companies, Antares Holdings GP, Inc. and Highland Therapeutics Inc.  Mr. Ferguson is a Fellow of the Institute of Chartered Professional Accountants of Ontario, and member of the Institute of Corporate Directors.  Mr. Ferguson received Bachelor of Commerce and Master of Business Administration degrees from the University of Toronto.

Mr. Alexander is the Chairman of the Board of Directors of Equitable Life Insurance Company. Mr. Alexander is the Chairman of the Board of Directors of Equitable Life Insurance Company and has served as the Chief Financial Officer of various Canadian public companies for 15 years. Mr. Alexander was formerly lead director and chair of the Audit Committee of Saxon Financial Inc. and formerly a Director and member of the Audit Committee of Critical Outcome Technologies Inc. Mr. Alexander served as a director of Stuart Energy from 2003 to January 2005 and served as a director on Biorem Technologies Inc. from 2010 to 2012. From 1999 to 2004, Mr. Alexander was Executive Vice President and Chief Financial Officer of Trojan Technologies Inc., an international environmental high technology company. Mr. Alexander’s financial expertise and corporate experience including direct responsibility for the Human Resource function while at Trojan Technologies Inc., in addition to his extensive knowledge of the business, assist him in assessing appropriate executive compensation based on the Corporation’s performance. Mr. Alexander is a Chartered Professional Accountant and is a member of the Institute of Chartered Accountants in Scotland and Ontario. He is also a Chartered Director, having graduated from the Director’s College, a joint venture between McMaster University and the Conference Board of Canada.

Ms. Elford was previously a sell-side equity research analyst with Canaccord Genuity, with over 20 years of experience in the capital markets industry. Over the course of her analyst career, Ms. Elford followed a broad range of industries and business models, with a specific, but not exclusive, focus on emerging companies, technologies and/or sectors. According to Thomson Reuters Starmine, she was named in the top two for stock picking in her sector six times since 2003, and in 2005 she was named the top stock picker in Canada across all sectors and analysts. Ms. Elford has been a CFA Charter holder since 1997 and completed the academic requirements for the directors’ education program with the ICD in 2015. She is a current member of the Board of Directors of BioSyent Inc. and Carmanah Technologies, and a past member of the Board of Directors of Pure Technologies. Ms. Elford is a graduate of Bishop’s University in Quebec.

Mr. Lowry is formerly the President & CEO of EPCOR Utilities. In March of 2013 he stepped down from this role to focus on corporate board work and to serve on local community boards and associations. Prior to joining EPCOR, Don spent more than 20 years in the telecommunications industry. He was President and Chief Operating Officer of Telus Communications Inc. and Chair of Alta Telecom. Don is currently non-executive Chair of Capital Power and served as non-executive Chair of Canadian Oil Sands from 2009 to 2016. As well, he serves as a director of Stantec and Melcor REIT. He was the Chair of the 2014-2015 Edmonton World Triathlon. In 2013 he established the Don and Norine Lowry, Women of Excellence annual scholarship for Edmonton women pursuing their post-secondary education in Edmonton. In 2010 Don was recognized as Alberta Venture’s Business Person of the Year; and was the Alberta Chamber of Resources’ Resource Person of the year in 2014. Don holds a B.Comm. (Honours) and an MBA from the University of Manitoba. He is also a graduate of the Harvard Advanced Management Program and the Banff School of Management.

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The Audit Committee charter requires each member of the Audit Committee to be unrelated and independent, and the composition of the Audit Committee satisfy the independence, experience and financial expertise requirements of the Nasdaq, the TSX and Section 10A of the Securities Exchange Act of 1934 (United States), as amended by the Sarbanes-Oxley Act of 2002 (United States), and the rules promulgated thereunder. Accordingly, all committee members are required to be financially literate or be willing and able to acquire the necessary knowledge quickly. Financial literacy means the person has the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by our consolidated financial statements. We believe all of the current members of the Audit Committee are financially literate.

In addition, the Audit Committee charter contains independence requirements that each committee member must satisfy each current member meets those requirements. Specifically, the charter provides that no member of the committee may be an officer or retired officer of Hydrogenics and each member must be independent of Hydrogenics within the meaning of all applicable laws, rules and regulations and any other relevant consideration, including laws, rules and regulations particularly applicable to Audit Committee members. We believe all of the current members of the Audit Committee are independent.

The Audit Committee has a policy restricting the provision of non-audit services by our auditors. Any such services must be permitted engagements as provided by the Audit Committee charter and must be pre-approved by the Audit Committee. The Audit Committee also pre-approves audit services and the related fees.

8.       Interest of Management and Others in Material Transactions

Transactions with Viking Engineering & Tool Co.

In the normal course of operations, we subcontract certain machining and sheet metal fabrication of parts to Viking Engineering & Tool Co., a company owned by the father and uncle of Joseph Cargnelli, a director and senior officer of the Company and one of our principal shareholders. During 2018, Hydrogenics made purchases of $0.5 million (2017 – $0.6 million) from this related company. At December 31, 2018, and February 28, 2019, we had an accounts payable balance of less than $0.1 million in both periods. We believe that transactions with this company are consistent with those we have with unrelated third parties.

Transactions with Joint Ventures

The Company holds an equity investment in the joint venture 2562961 Ontario Ltd., related to the energy storage facility project with Enbridge Gas Distribution. During the year ended December 31, 2018 the Company had sales to the joint venture of $1.4 million (2017 – $2.0 million) and at the end of December 31, 2017 the Company had a receivable of $0.2 million (2016 – $nil) owing from the joint venture.

The Company holds an equity investment in the joint venture Kolon Hydrogenics. The Company had no transactions with the joint venture in either 2018 or 2017.

9.     Risk Factors

An investment in our common shares involves risk. Investors should carefully consider the risks described below and the other information contained in, and incorporated by reference in, this annual information form, including management’s discussion and analysis and our financial statements for the year ended December 31, 2018, which is available on SEDAR at www.sedar.com. The risks described below are not the only ones we face. Additional risks and uncertainties, including those that we do not know about now or that we currently deem immaterial, may also adversely affect our business.

Risk Factors Related to Our Financial Condition

We face risks related to raising additional capital and managing our capital resources.

Our inability to generate sufficient cash flows, raise additional capital and actively manage our liquidity may impair our ability to execute our business plan, and result in our reducing or eliminating product development and commercialization efforts, reducing our sales and marketing efforts, and having to forego attractive business opportunities. There are uncertainties related to the timing and use of our cash resources and working capital requirements. These uncertainties include, among other things, the timing and volume of commercial sales and associated gross margins of our existing products and the development of markets for, and customer acceptance of new products.

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If we are unable to generate sufficient cash flows or obtain adequate additional financing which, given the current global economy and credit markets, is challenging, we may be unable to respond to the actions of our competitors or we may be prevented from executing our business plan, or conducting all or a portion of our planned operations. In particular, the development and commercialization of our products could be delayed or discontinued if we are unable to fund our research and product development activities or the development of our manufacturing capabilities. In addition, we may be forced to reduce our sales and marketing efforts or forego attractive business opportunities.

We may not be able to implement our business strategy and the price of our common shares may decline.

We have not generated positive net income since our inception. Our current business strategy is to develop a portfolio of hydrogen and fuel cell products with market leadership positions for each product. In so doing, we will continue to incur significant expenditures for general administrative activities, including sales and marketing and product research and development. As a result of these costs, we will need to generate and sustain significantly higher revenues and positive gross margins to achieve and sustain profitability. We incurred net loss for the year ended December 31, 2018 of $(13.3) million, and a net loss for the year ended December 31, 2017 of $(10.8) million. Our accumulated deficit as at December 31, 2018 was $395.0 million and at December 31, 2017 was $381.6 million. We expect to incur significant operating expenses over the next several years. Accordingly, we may not be able to implement our business strategy and the price of our common shares may decline.

The uncertain and unpredictable condition of the global economy could have a negative impact on our business, results of operations and consolidated financial condition, or our ability to accurately forecast our results, and it may cause a number of the risks that we currently face to increase in likelihood, magnitude and duration.

The markets in which we operate, the uncertain and unpredictable condition of the current global economy and credit markets affects our outlook in three distinct ways. First, our products depend to some degree on general world economic conditions and activity. If the current condition of the economy declines or we experience a continued slow return to economic growth, demand for our products is not likely to increase significantly. Second, the current uncertain economic climate could adversely affect our ability to conduct normal day-to-day selling activities, which depend on the granting of short-term credit to a wide variety of purchasers and, particularly, the corresponding needs of those purchasers. Third, those purchasers have a corresponding need to finance purchases by accessing their own lines of credit, which could become increasingly difficult. If the current condition of the economy does not continue to improve, our business will likely be adversely affected.

In the case of an economic decline or a sustained period of slow economic growth, we expect to experience significant difficulties on a number of fronts. As a result, we may face new risks as yet unidentified. In addition, a number of risks that we ordinarily face and that are further described herein may increase in likelihood, magnitude and duration. These risks include but are not limited to deferrals or reductions of customer orders, potential deterioration of our customers’ ability to finance purchases, reduced revenue, further deterioration in our cash balances and liquidity due to negative foreign currency exchange rates, and an inability to access capital markets.

Our operating results may be subject to currency fluctuation.

Our financial results are reported in US dollars, but a significant portion of our expenses are in Canadian dollars and Euros and a significant part of our revenues are currently generated in US dollars and Euros. We expect this will continue for the foreseeable future. The exchange rates between the Canadian dollar, the US dollar and the Euro are subject to daily fluctuations in the currency markets and these fluctuations in market exchange rates are expected to continue in the future. If the value of the US dollar weakens against the Canadian dollar or the Euro, the profit margin on our products may be reduced and if the value of the US dollar strengthens against the Canadian dollar or the Euro, the profit margin on our products may be increased.

Our mix of revenues in the recent past does not reflect our current business strategy, it may be difficult to assess our business and future prospects.

For the year ended December 31, 2018, we derived $18.3 million or 54% of revenues from our sales of hydrogen generation products and services and $15.6 million, or 46%, of our revenues from sales of power products and services. For the year ended December 31, 2017, we derived $25.3 million or 52% of revenues from our sales of hydrogen generation products and services and $22.9 million, or 48%, of our revenues from sales of power products and services. Our current business strategy is to develop, manufacture and sell hydrogen energy storage systems, hydrogen generation products and fuel cell power products in larger quantities. Because we have made limited sales of hydrogen energy storage systems and fuel cell power products to date, our historical operating data may be of limited value in evaluating our future prospects.

Our quarterly operating results are likely to fluctuate significantly and may fail to meet the expectations of securities analysts and investors and may cause the price of our common shares to decline.

Our quarterly revenues and operating results have varied significantly in the past and are likely to vary in the future. These quarterly fluctuations in our operating performance result from the length of time between our first contact with a customer and the recognition of revenue from sales to that customer. Due to the stage of development of our business, the length of time between approaching a customer and delivering our products to that customer can span many quarterly periods. The length and variability of the sales cycles for our products make it difficult to forecast accurately the timing and amount of specific sales and corresponding revenue recognition. The delay or failure to complete one or more large sales transactions could significantly reduce our revenues for a particular quarter. We may expend substantial funds and management effort during our sales cycle with no assurance that we will successfully sell our products. As a result, our quarterly operating results are likely to fluctuate significantly and we may fail to meet the expectations of securities analysts and investors, and the price of our common shares may decline.

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We currently depend on a relatively limited number of customers for a majority of our revenues and a decrease in revenue from these customers could materially adversely affect our business, consolidated financial condition and results of operations.

To date a relatively limited number of customers have accounted for a majority of our revenues and we expect they will continue to do so for the foreseeable future. Our four largest customers accounted for 32% of revenues for the year ended December 31, 2018 (46% of revenues for the year ended December 31, 2017). The identities of some of our largest customers have changed from year to year. Our arrangements with these customers are generally non-exclusive, have no volume commitments and are often on a purchase order basis. We cannot be certain customers who have accounted for significant revenue in past periods will continue to purchase our products and allow us to generate revenues. Accordingly, our revenue and results of operations may vary from period to period. We are also subject to credit risk associated with the concentration of our accounts receivable from these significant customers. If one or more of these significant customers were to cease doing business with us, significantly reduce or delay purchases from us, or fail to pay on a timely basis, our business, consolidated financial condition and results of operations could be materially adversely affected.

Our insurance may not be sufficient.

We may not be able to obtain insurance or the insurance coverage we maintain may not be adequate to protect us against certain risks, including risks relating to environmental damage and product liability. We are not fully insured against all possible risks, nor are all such risks insurable.

Certain external factors may affect the value of goodwill, which may require us to recognize an impairment charge. Goodwill arising from our acquisition of Stuart Energy in 2005 comprises approximately 9% of our total assets at December 31, 2018 (7% of our total assets at December 31, 2017.) Economic, market, legal, regulatory, competitive, customer, contractual and other factors may affect the value of goodwill. If any of these factors impair the value of these assets, accounting rules require us to reduce their carrying value and recognize an impairment charge. This would reduce our reported assets and earnings in the year the impairment charge is recognized.

Risk Factors Related to Our Business and Industry

Significant markets for fuel cell and other hydrogen energy products may never develop or may develop more slowly than we anticipate. This would significantly harm our revenues and may cause us to be unable to recover the losses we have incurred and expect to incur in the development of our products.

Significant markets may never develop for fuel cell and other hydrogen energy products or they may develop more slowly than we anticipate. Any such delay or failure would significantly harm our revenues and we may be unable to recover the losses we have incurred and expect to continue to incur in the development of our products. If this were to occur, we may never achieve profitability and our business could fail. Fuel cell and other hydrogen energy products represent an emerging market, and whether or not end-users will want to use them may be affected by many factors, some of which are beyond our control, including: the emergence of more competitive technologies and products; other environmentally clean technologies and products that could render our products obsolete; the future cost of hydrogen and other fuels used by our fuel cell products; the future cost of the membrane electrode assembly used in our fuel cell products; the future cost of platinum group metals, a key catalyst used in our fuel cell and hydrogen generation products; the regulatory requirements of agencies, including the development of uniform codes and standards for fuel cell products, hydrogen refueling infrastructure and other hydrogen energy products; government support by way of legislation, tax incentives, policies or otherwise, of fuel cell technology, hydrogen storage technology and hydrogen refueling technology; the manufacturing and supply costs for fuel cell components and systems; the perceptions of consumers regarding the safety of our products; the willingness of consumers to try new technologies; the continued development and improvement of existing power technologies; and the future cost of fuels used in existing technologies.

Hydrogen may not be readily available on a cost-effective basis, in which case our fuel cell products may be unable to compete with existing power sources and our revenues and results of operations would be materially adversely affected.

If our fuel cell product customers are not able to obtain hydrogen on a cost-effective basis, we may be unable to compete with existing power sources and our revenues and results of operations would be materially adversely affected. Significant growth in the use of hydrogen powered devices, particularly in the motive power market, may require the development of an infrastructure to deliver the hydrogen. There is no guarantee that such an infrastructure will be developed on a timely basis or at all. Even if hydrogen is available for our products, if its price is such that electricity or power produced by our systems would cost more than electricity provided by other means, we may be unable to compete successfully.

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Changes in government policies and regulations could hurt the market for our products.

The fuel cell and hydrogen industry is in its development phase and is not currently subject to industry specific government regulations in Canada, the European Union or the United States, as well as other jurisdictions, relating to matters such as design, storage, transportation and installation of fuel cell systems and hydrogen infrastructure products. However, given that the production of electrical energy has typically been an area of significant government regulation, we expect we will encounter industry-specific government regulations in the future in the jurisdictions and markets in which we operate. For example, regulatory approvals or permits may be required for the design, installation and operation of stationary fuel cell systems under federal, state and provincial regulations governing electric utilities and motive power fuel cell systems under federal, state and provincial emissions regulations affecting automobile and truck manufacturers. To the extent there are delays in gaining such regulatory approval, our development and growth may be constrained. Furthermore, the inability of our potential customers to obtain a permit, or the inconvenience often associated with the permit process, could harm demand for fuel cell and other hydrogen products and, therefore, harm our business.

Our business will suffer if environmental policies change and no longer encourage the development and growth of clean power technologies. The interest by automobile manufacturers in fuel cell technology has been driven in part by environmental laws and regulations. There is no guarantee these laws and regulations will not change and any such changes could result in automobile manufacturers abandoning their interest in fuel cell powered vehicles. In addition, if current laws and regulations are not kept in force, or if further environmental laws and regulations are not adopted, demand for vehicular fuel cells may be limited.

The market for stationary and portable energy related products is influenced by federal, state and provincial government regulations and policies concerning the electric utility industry. Changes in regulatory standards or public policy could deter further investment in the research and development of alternative energy sources, including fuel cells and fuel cell products, and could result in a significant reduction in the potential market demand for our products. We cannot predict how changing government regulation and policies regarding the electric utility industry will affect the market for stationary and portable fuel cell systems.

We cannot be assured that governments will continue to prioritize the development of alternative energy source or that any such change in government priorities would not materially affect our revenues and our business. If governments change their laws and regulations such that the development of alternative energy sources is no longer required or encouraged, the demand for alternative energy sources, such as our fuel cell products may be significantly reduced or delayed and our sales would decline.

Lack of new government policies and regulations for the energy storage technologies could hurt the development of the Power-to-Gas market for our hydrogen energy storage products.

One of the critical factors for Power-to-Gas project developers in securing project financing, or to justify the capital investment internally, is the ability to monetize a sufficient portion of the “diffused benefits” of the project. This may be accomplished through contract or a combination of new market reforms for the provision of new ancillary services, including load following or ramping service, tariffs for renewable gas, and favourable electricity purchase provisions (e.g. special exemption for transmission and network uplifts and other charges on wholesale power purchases). While Power-to-Gas demonstration projects are being built today, if new government regulations for large scale energy storage projects are not implemented, or are not sufficient to justify the investment by project developers, it would critically impede our ability to sell electrolyzers for commercial-scale Power-to-Gas into those markets.

The development of uniform codes and standards for hydrogen powered vehicles and related hydrogen refueling infrastructure may not develop in a timely fashion, if at all.

Uniform codes and standards do not currently exist for fuel cell systems, fuel cell components, hydrogen internal combustion engines or for the use of hydrogen as a vehicle fuel. Establishment of appropriate codes and standards is a critical element to allow fuel cell system developers, fuel cell component developers, hydrogen internal combustion engine developers, hydrogen infrastructure companies and hydrogen storage and handling companies to develop products that will be accepted in the marketplace. Given the number of organizations pursuing hydrogen codes and standards, it is not clear whether universally accepted codes and standards will occur in a timely fashion, if at all.

We could be liable for environmental damages resulting from our research, development or manufacturing operations.

Our business exposes us to the risk of harmful substances escaping into the environment, resulting in personal injury or loss of life, damage to or destruction of property, and natural resource damage. Depending on the nature of the claim, our current insurance policies may not adequately reimburse us for costs incurred in settling environmental damage claims and, in some instances, we may not be reimbursed at all. Our business is subject to numerous laws and regulations that govern environmental protection and human health and safety. These laws and regulations have changed frequently in the past and it is reasonable to expect additional more stringent changes in the future. Our operations may not comply with future laws and regulations and we may be required to make significant unanticipated capital and operating expenditures. If we fail to comply with applicable environmental laws and regulations, government authorities may seek to impose fines and penalties on us, or to revoke or deny the issuance or renewal of operating permits, and private parties may seek damages from us. Under those circumstances, we might be required to curtail or cease operations, conduct site remediation or other corrective action, or pay substantial damage claims.

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We currently face and will continue to face significant competition from other developers and manufacturers of fuel cell power products and hydrogen generation systems. If we are unable to compete successfully, we could experience a loss of market share, reduced gross margins for our existing products and a failure to achieve acceptance of our proposed products.

Competition in the markets for fuel cell power modules and hydrogen generation equipment is significant and will likely persist and intensify over time. We compete directly and indirectly with a number of companies that provide products and services that are competitive with all, some or part of our products and related services. Many of our existing and potential competitors have greater brand name recognition and their products may enjoy greater initial market acceptance among our potential customers. In addition, many of these competitors have significantly greater financial, technical, sales, marketing, distribution, service and other resources than we have and may also be better able to adapt quickly to customers’ changing demands and to changes in technology.

While it is our strategy to continuously improve our products, if we are unable to do so, and if we cannot generate effective responses to our competitors’ brand power, product innovations, pricing strategies, marketing campaigns, partnerships, distribution channels, service networks and other initiatives, our ability to gain market share or market acceptance for our products could be limited, our revenues and our profit margins may suffer, and we may never become profitable.

We face competition for fuel cell power products from developers and manufacturers of traditional technologies and other alternative technologies.

Each of our target markets is currently served by manufacturers with existing customers and suppliers. These manufacturers use proven and widely accepted traditional technologies such as internal combustion engines and turbines, as well as coal, oil, gas and nuclear powered generators. Additionally, there are competitors working on developing technologies that use other types of fuel cells, energy storage technologies, hydrogen generation technologies and other alternative power technologies, advanced batteries and hybrid battery/internal combustion engines, which may compete for our target customers. Given that PEM fuel cells and electrolyzers have the potential to replace these existing power sources, competition in our target markets will also come from these traditional power technologies, from improvements to traditional power technologies and from new alternative power technologies, including other types of fuel cells.

If we are unable to continuously improve our products and if we cannot generate effective responses to incumbent and/or alternative energy competitors’ brand power, product innovations, pricing strategies, marketing campaigns, partnerships, distribution channels, service networks and other initiatives, our ability to gain market share or market acceptance for our products could be limited, our revenues and our profit margins may suffer, and we may never become profitable.

Our strategy for the sale of fuel cell power products depends on developing partnerships with OEMs, governments, systems integrators, suppliers and other market channel partners who will incorporate our products into theirs.

Other than in a few specific markets, our strategy is to develop and manufacture products and systems for sale to OEMs, governments, systems integrators, suppliers and other market channel partners that have mature sales and distribution networks for their products. Our success may be heavily dependent on our ability to establish and maintain relationships with these partners who will integrate our fuel cell products into their products and on our ability to find partners who are willing to assume some of the research and development costs and risks associated with our technologies and products. Our performance may, as a result, depend on the success of other companies, and there are no assurances of their success or that they will choose to use our products as components. The end products into which our fuel cell technology will be incorporated will be complex appliances comprising many components and any problems encountered by such third parties in designing, manufacturing or marketing their products, whether or not related to the incorporation of our fuel cell products, could delay sales of our products and adversely affect our financial results. Our ability to sell our products to the OEM markets depends to a significant extent on our partners’ worldwide sales and distribution networks and service capabilities. In addition, some of our agreements with customers and partners require us to provide shared intellectual property rights in certain situations, and there can be no assurance that any future relationships we enter into will not require us to share some of our intellectual property. Any change in the fuel cell, hydrogen or alternative fuel strategies of one of our partners could have a material adverse effect on our business and our future prospects.

In addition, in some cases, our relationships are governed by a non-binding memorandum of understanding or a letter of intent. We cannot provide the assurance that we will be able to successfully negotiate and execute definitive agreements with any of these partners, and failure to do so may effectively terminate the relevant relationship. We also have relationships with third party distributors who also indirectly compete with us and therefore may be reluctant to distribute our products. In addition, our third party distributors may require us to provide volume price discounts and other allowances, or customize our products, either of which could reduce the potential profitability of these relationships.

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We are dependent on third party suppliers for key materials and components for our products. If these suppliers become unable or unwilling to provide us with sufficient materials and components on a timely and cost-effective basis, we may be unable to manufacture our products cost-effectively or at all, and our revenues and gross margins would suffer.

We rely on third party suppliers to provide key materials and components for our fuel cell power products and hydrogen generation products. A supplier’s failure to provide materials or components in a timely manner, or to provide materials and components that meet our quality, quantity or cost requirements, and our inability to obtain substitute sources for these materials and components in a timely manner or on terms acceptable to us, may harm our ability to manufacture our products cost-effectively or at all, and our revenues and gross margins might suffer. To the extent we are unable to develop and patent our own technology and manufacturing processes and, to the extent that the processes our suppliers use to manufacture materials and components are proprietary, we may be unable to obtain comparable materials or components from alternative suppliers and that could adversely affect our ability to produce commercially viable products.

We may not be able to manage successfully anticipated expansion of our operations.

The uneven pace of our anticipated expansion in facilities, staff and operations may place serious demands on our managerial, technical, financial and other resources. We may be required to make significant investments in our engineering and logistics systems and our financial and management information systems, as well as retaining, motivating and effectively managing our employees. While we continually monitor our sales outlook and adjust our business plans as necessary, our management skills and systems currently in place may not enable us to implement our strategy or to attract and retain skilled management, engineering and production personnel. Our failure to manage our growth effectively or to implement our strategy in a timely manner may significantly harm our ability to achieve profitability.

We may face business, regulatory and other risks in connection with our foreign sales and operations.

We expect that a substantial portion of our future revenues will continue to be derived from foreign sales. Our international activities may be subject to inherent risks, including regulatory limitations restricting or prohibiting the provision of our products and/or services, unexpected changes in regulatory requirements, tariffs, customs, duties and other trade barriers, difficulties in staffing and managing foreign operations, longer payment cycles, problems in collecting accounts receivable, foreign exchange controls that restrict or prohibit repatriation of funds, technology export and/or import restrictions or prohibitions, delays from customs brokers or government agencies, seasonal reductions in business activity and potentially adverse tax consequences resulting from operating in multiple jurisdictions. As we expand our international activities, we may face increased risks of liability under anti-bribery and anti-corruption laws. We may find that the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements could be uncertain, creating particular concerns with respect to permits, approvals and licenses. In general, we may be unable to seek effective legal redress in jurisdictions with less developed legal systems. Our failure to properly manage our foreign operations could adversely affect our business.

We will need to recruit, train and retain key management and other qualified personnel to successfully expand our business.

Our future success will depend in large part on our ability to recruit and retain experienced research and development, engineering, manufacturing, operating, sales and marketing, customer service and management personnel. In the past, we have experienced difficulty in recruiting qualified personnel and we expect to experience continued difficulties in personnel recruiting, particularly in the emerging markets in which we compete. If we do not attract such personnel, we may not be able to expand our business. In addition, new employees generally require substantial training, which requires significant resources and management attention. Our success also depends on retaining our key management, research, product development, engineering, marketing and manufacturing personnel. Even if we invest significant resources to recruit, train and retain qualified personnel, we may not be successful in our efforts.

We may acquire technologies or companies in the future, and these acquisitions could disrupt our business and dilute our shareholders’ interests.

We may acquire additional technologies or other companies in the future and we cannot provide assurances that we will be able to successfully integrate their operations or that the expected revenues or cost savings we anticipate will be fully realized. Entering into an acquisition or investment entails many risks, any of which could materially harm our business, including: diversion of management’s attention from other business concerns; failure to effectively integrate the acquired technology, products and services or other assets, the sales, marketing, finance and accounting functions, or the employees into our business; the loss of key employees from either our current business or the acquired business; and the assumption of significant liabilities of the acquired company.

We cannot ensure we will be able to successfully integrate acquired businesses or that the acquired businesses will perform at anticipated levels, our anticipated revenues may be lower and our operational costs may be higher. In addition, if we complete additional acquisitions, we may dilute the ownership of current shareholders.

We have no experience manufacturing our fuel cell products on a large-scale basis and if we do not develop adequate manufacturing processes and capabilities to do so in a timely manner, we will be unable to achieve our growth and profitability objectives.

We have manufactured most of our products in our Power Systems segment for prototypes and initial sales, and we have limited experience manufacturing products on a larger scale. In order to produce certain of our products at affordable prices, we will have to manufacture a large volume of such products. While we have developed plans for efficient, low-cost manufacturing capabilities and processes that will enable us to meet the quality, price, engineering, design and production standards or production volumes required to successfully mass market such products, we do not know whether these plans will be implemented such that they will satisfy the requirements of our customers and the market for the Power Systems segment. Our failure to develop these manufacturing processes and capabilities in a timely manner could prevent us from achieving our growth and profitability objectives.

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Risk Factors Related to Our Products and Technology

We may never complete the development of commercially viable fuel cell power products and/or commercially viable hydrogen generation systems for new hydrogen energy applications, and if we fail to do so, we will not be able to meet our business and growth objectives.

We have made commercial sales of fuel cell power modules, integrated fuel cell systems, hydrogen refueling stations and hydrogen energy storage systems for a relatively short period of time. Because both our business and industry are still in the developmental stage, we do not know when or whether we will successfully complete research and development of commercially viable fuel cell power products and commercially viable hydrogen generation equipment for new hydrogen energy applications. If we do not complete the development of such commercially viable products, we will be unable to meet our business and growth objectives. We expect to face unforeseen challenges, expenses and difficulties as a developing company seeking to design, develop and manufacture new products in each of our targeted markets. Our future success also depends on our ability to effectively market fuel cell products and hydrogen generation products once developed.

We must lower the cost of our fuel cell and hydrogen generation products and demonstrate their reliability or consumers will be unlikely to purchase our products and we will therefore not generate sufficient revenues to achieve and sustain profitability.

We are continuously seeking and implementing additional product and manufacturing cost reductions as fuel cells currently cost more than many established competing technologies, like internal combustion engines and batteries. The prices of fuel cell and hydrogen generation products are dependent largely on material and manufacturing costs. We cannot guarantee we will be able to lower these costs to a level where we will be able to produce a competitive product or that any product we produce using lower cost materials and manufacturing processes will not suffer from lower performance, reliability and longevity. If we are unable to produce fuel cell and hydrogen generation products that are competitive with other technologies in terms of price, performance, reliability and longevity, consumers will be unlikely to buy our fuel cell and hydrogen generation products. Accordingly, we would not be able to generate sufficient revenues with positive gross margins to achieve and sustain profitability.

Any failures or delays in field tests of our products could negatively affect our customer relationships and increase our manufacturing costs.

We regularly field test our products and we plan to conduct additional field tests in the future. Any failures or delays in our field tests could harm our competitive position and impair our ability to sell our products. Our field tests may encounter problems and delays for a number of reasons, including the failure of our technology, the failure of the technology of others, the failure to combine these technologies properly, operator error and the failure to maintain and service the test prototypes properly. Many of these potential problems and delays are beyond our control. In addition, field test programs, by their nature, may involve delays relating to product roll-out and modifications to product design, as well as third party involvement. Any problem or perceived problem with our field tests, whether it originates from our technology, our design, or third parties, could damage our reputation and the reputation of our products and limit our sales. Such field test failures may negatively affect our relationships with customers, require us to extend field testing longer than anticipated before undertaking commercial sales and require us to develop further our technology to account for such failures prior to the field tests, thereby increasing our manufacturing costs.

The components of our products may contain defects or errors that could negatively affect our customer relationships and increase our development, service and warranty costs.

Our products are complex and must meet the stringent technical requirements of our customers. The software and other components used in our fuel cell and hydrogen generation products may contain undetected defects or errors, especially when first introduced, which could result in the failure of our products to perform, damage to our reputation, delayed or lost revenue, product returns, diverted development resources and increased development, service and warranty costs.

Rapid technological advances or the adoption of new codes and standards could impair our ability to deliver our products in a timely manner and, as a result, our revenues would suffer.

Our success depends in large part on our ability to keep our products current and compatible with evolving technologies, codes and standards. Unexpected changes in technology or in codes and standards could disrupt the development of our products and prevent us from meeting deadlines for the delivery of products. If we are unable to keep pace with technological advancements and adapt our products to new codes and standards in a timely manner, our products may become uncompetitive or obsolete and our revenues would suffer.

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We depend on intellectual property and our failure to protect that intellectual property could adversely affect our future growth and success.

The failure to protect our intellectual property rights may reduce our ability to prevent others from using our technology. We rely on a combination of patent, trade secret, trademark and copyright laws to protect our intellectual property. Some of our intellectual property is currently not covered by any patent or patent application. Patent protection is subject to complex factual and legal criteria that may give rise to uncertainty as to the validity, scope and enforceability of a particular patent. Accordingly, we cannot be assured that: any of the United States, Canadian or other patents owned by us or third party patents licensed to us will not be invalidated, circumvented, challenged, rendered unenforceable, or licensed to others; or any of our pending or future patent applications will be issued with the breadth of protection that we seek, if at all.

In addition, effective patent, trademark, copyright and trade secret protection may be unavailable, limited, not applied for, or unenforceable in foreign countries.

We have also entered into agreements with other customers and partners that involve shared intellectual property rights. Any developments made under these agreements will be available for future commercial use by all parties to the agreement.

We also seek to protect our proprietary intellectual property through contracts including, when possible, confidentiality agreements and inventors’ rights agreements with our customers and employees. We cannot be sure that the parties who enter into such agreements with us will not breach them, that we will have adequate remedies for any breach or that such persons or institutions will not assert rights to intellectual property arising out of these relationships. If necessary or desirable, we may seek licenses under the patents or other intellectual property rights of others. However, we cannot be sure we will obtain such licenses or that the terms of any offered licenses will be acceptable to us. Our failure to obtain a license from a third party for intellectual property we use in the future could cause us to incur substantial liabilities and to suspend the manufacture and shipment of products or our use of processes that exploit such intellectual property.

We may become subject to lawsuits in which it is alleged that we have infringed the intellectual property rights of others or commence lawsuits against others who we believe are infringing upon our rights. Our involvement in intellectual property litigation could result in significant expense to us, adversely affecting the development of sales of the challenged product or intellectual property and diverting the efforts of our technical and management personnel, whether or not such litigation is resolved in our favour.

Our products use flammable fuels that are inherently dangerous substances and could subject us to product liabilities.

Our financial results could be materially impacted by accidents involving either our products or those of other fuel cell manufacturers, either because we face claims for damages or because of the potential negative impact on demand for fuel cell products. Our products use hydrogen, which is typically generated from gaseous and liquid fuels, such as propane, natural gas or methanol, in a process known as reforming. While our fuel cell products do not use these fuels in a combustion process, natural gas, propane and other hydrocarbons are flammable fuels that could leak and then combust if ignited by another source. In addition, certain of our OEM partners and customers may experience significant product liability claims. As a supplier of products and systems to these OEMs, we face an inherent business risk of exposure to product liability claims in the event our products, or the equipment into which our products are incorporated, malfunction and result in personal injury or death. Product liability claims could result in significant losses from expenses incurred in defending claims or the award of damages. Since our products have not yet gained widespread market acceptance, any accidents involving our systems, those of other fuel cell products or those used to produce hydrogen could materially impede acceptance of our products.

We may experience cybersecurity threats to our information technology infrastructure and systems, and unauthorized attempts to gain access to our proprietary or confidential information, as may our customers, suppliers, subcontractors and joint venture partners.

We depend on information technology infrastructure and systems (“IT systems”), hosted internally or outsourced, to process, transmit and store electronic data and financial information (including proprietary or confidential information), and manage business operations. It is possible that we may not be able to anticipate or implement effective preventative measures against all disruptions, cyber-attacks or security breaches in our IT systems, especially because the techniques used change frequently, generally increase in sophistication, often are not recognized until launched and because cyber-attacks can originate from a wide variety of sources. An IT system failure or non-availability, cyber-attack or breach of systems security could disrupt our operations, cause the loss of, corruption of, or unauthorized access to sensitive, confidential or personal data or information or expose us to regulatory investigation, litigation or contractual penalties. Our customers, partners or governmental authorities may question the adequacy of cybersecurity processes and procedures and this could have a negative impact on existing business or future opportunities.

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Risk Factors Related to Ownership of Our Common Shares

If at any time we are classified as a passive foreign investment company under United State tax laws, our US shareholders may be subject to adverse tax consequences.

Based on our structure, and the composition of our income and assets, we do not believe we were a passive foreign investment company (“PFIC”) for the taxable year ended December 31, 2018 or the prior taxable year. However, there can be no assurance the Internal Revenue Service will not successfully challenge our position or that we will not become a PFIC in a future taxable year, as PFIC status is retested each year and depends on our assets and income in that year. If we are classified as a PFIC at any time that a US shareholder holds our common shares, such shareholder may be subject to an increased US federal income tax liability and a special interest charge in respect of a gain recognized on the sale or other disposition of our common shares and upon the receipt of certain “excess distributions” (as defined in the United States Internal Revenue Code of 1986, as amended). US shareholders should consult their own tax advisors concerning the US federal income tax consequences of holding our common shares if we were a PFIC in any taxable year and its potential application to their particular situation.

If we fail to maintain the requirements for continued listing on Nasdaq, our common shares could be delisted from trading on Nasdaq, which would materially adversely affect the liquidity of our common shares, the price of our common shares, and our ability to raise additional capital.

Failure to meet the applicable continued listing requirements of Nasdaq could result in our common shares being delisted from Nasdaq. In the past we have been unable to meet the Nasdaq requirements for continued listing on the Nasdaq Global Market for certain periods of time, and though we have regained compliance of such requirements, we may not be able to meet the requirements in the future.

If we fail to satisfy Nasdaq’s continued listing requirements, our common shares could be delisted from Nasdaq, in which case we may transfer to the Nasdaq Capital Market, which generally has lower financial requirements for initial listing or, if we fail to meet its listing requirements, the over-the-counter bulletin board. However, there can be no assurance that our common shares will be eligible for trading on any such alternative exchanges or markets in the United States. If we are delisted from Nasdaq, it could materially reduce the liquidity of our common shares, lower the price of our common shares, and impair our ability to raise financing.

US investors may not be able to enforce US civil liability judgments against us or our directors and officers.

We are organized under the laws of Canada. A majority of our directors and officers are residents of Canada and all or a substantial portion of their assets and substantially all of our assets are located outside of the United States. As a result, it may be difficult for US holders of our common shares to effect service of process on these persons within the United States or to realize in the United States on judgments rendered against them. In addition, a shareholder should not assume that the courts of Canada: (i) would enforce the judgments of US courts obtained in actions against us or such persons predicated on the civil liability provisions of US federal securities laws or other laws of the United States; or (ii) would enforce, in original actions, claims against us or such persons predicated on the US federal securities laws.

Our share price is volatile and we may continue to experience significant share price and volume fluctuations.

Since our common shares were initially offered to the public in November 2000, the stock markets, particularly in the technology and alternative energy sectors, and our share price have experienced significant price and volume fluctuations. Our common shares may continue to experience volatility for reasons unrelated to our own operating performance, including: performance of other companies in the fuel cell or alternative energy business; news announcements, securities analysts’ reports and recommendations and other developments with respect to our industry or our competitors; sales or anticipated sales by any of our major shareholders; or changes in general economic conditions.

Our issuance of warrants, options, RSUs and PSUs to investors and employees may have a negative effect on the trading prices of our common stock as well as a dilutive effect.

We have issued and may continue to issue warrants, options, RSUs and PSUs at the current market price. As of December 31, 2018, we had outstanding options exercisable for 853,089 shares of common stock at a weighted average exercise price of C$8.37. As of December 31, 2018, we had outstanding warrants exercisable for 250,000 shares of common stock at an exercise price of $10.85. As of December 31, 2018, we had outstanding RSUs exercisable, when vested, for 202,707 shares of common stock at no cost. As of December 31, 2018, we had no remaining exercisable PSUs outstanding.

10.      TRANSFER AGENTS AND REGISTRARS

The registrar and transfer agent for our common shares in Canada is AST Trust Company (Canada) at its principal offices in Toronto, Ontario and the co-transfer agent and co-registrar for our common shares in the United States is Computershare Investor Services LLC at its offices in New York, New York.

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11.      MATERIAL CONTRACTS

For the fiscal year ended December 31, 2018, no material contracts have been terminated, entered into or assigned by us other than in the ordinary course of business.

12.      INTERESTS OF EXPERTS

Our auditors are PricewaterhouseCoopers LLP, PwC Tower, Suite 2600, 18 York Street, Toronto, Ontario, M5J 0B2.

PricewaterhouseCoopers LLP, our independent auditors, have audited our consolidated financial statements for the year ended December 31, 2018. As at the date hereof, PricewaterhouseCoopers LLP has confirmed that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of Chartered Professional Accountants of Ontario and the professional and regulatory requirements in the United States.

13.      ADDITIONAL INFORMATION

Additional financial information with respect to Hydrogenics, including remuneration and indebtedness of directors and officers, principal holders of our securities and options to purchase securities is contained in our management proxy circular in respect of our most recent annual meeting of shareholders that involved the election of directors. Additional financial information is contained in our audited comparative consolidated financial statements and our management discussion and analysis for our most recently completed fiscal year.

You may access other information about us, including our disclosure documents, reports, statements or other information filed with the Canadian securities regulator authorities through SEDAR at www.sedar.com and in the United States with the SEC at www.sec.gov.

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APPENDIX A - AUDIT COMMITTEE CHARTER

A.       Purpose

The Audit Committee shall be directly responsible for the appointment, compensation and oversight over the work of the Company’s public accountants. The Audit Committee shall monitor (1) the integrity of the consolidated financial statements of the Company, (2) the Company’s compliance with legal and regulatory requirements, (3) the public accountants’ qualifications and independence, and (4) the performance of the Company’s internal audit function and public accountants. The Audit Committee shall oversee the preparation of and review the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

B.       Committee Membership

The Audit Committee shall consist of no fewer than three members. Each member of the Audit Committee shall be unrelated and independent, and the composition of the Audit Committee shall satisfy the independence, experience and financial expertise requirements of the Nasdaq Global Market, The Toronto Stock Exchange and Section 10A of the Securities Exchange Act of 1934, as amended by the Sarbanes-Oxley Act of 2002, and the rules promulgated thereunder. The Board shall appoint the members of the Audit Committee annually, considering the recommendation of the Human Resources and Corporate Governance Committee, and further considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The members of the Audit Committee shall serve until their successors are appointed.

The Board shall have the power at any time to change the membership of the Audit Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence, experience and financial expertise requirements referred to above. Except as expressly provided in this Charter or the by-laws of the Company, or as otherwise provided by law or the rules of the stock exchanges to which the Company is subject, the Audit Committee shall fix its own rules of procedure.

C.       Committee Authority and Responsibilities

The Audit Committee shall have the sole authority to appoint or replace the public accountants (subject, if applicable, to shareholder ratification), and shall approve all audit engagement fees and terms and all non-audit engagements with the public accountants. The Audit Committee shall consult with management but shall not delegate these responsibilities. In its capacity as a committee of the Board, the Audit Committee shall be directly responsible for the oversight of the work of the public accounting firm (including resolution of disagreements between management and the public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and the public accounting firm shall report directly to the Audit Committee. The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain and set and pay the compensation for special legal, accounting or other consultants to advise the committee and carry out its duties, and to conduct or authorize investigations into any matters within its scope of responsibilities.

The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or public accountants to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Audit Committee shall have the ability to communicate directly with the public accountants and the Company’s internal auditor (if applicable).

The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee shall annually review the Audit Committee’s own performance.

In performing its functions, the Audit Committee shall undertake those tasks and responsibilities that, in its judgment, would most effectively contribute and implement the purposes of the Audit Committee. The following functions are some of the common recurring activities of the Audit Committee in carrying out its oversight responsibility:

• Review and discuss with management and the public accountants the Company’s annual audited consolidated financial statements, including disclosures made in Management’s Discussion and Analysis of Financial Condition and Results of Operations and recommend to the Board whether the audited consolidated financial statements should be included in the Company’s annual report.

• Review and discuss with management and the public accountants the Company’s quarterly financial statements, including disclosures made in Management’s Discussion and Analysis of Financial Condition and Results of Operations or similar disclosures, prior to the filing of its quarterly report.

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• Review and discuss with management and the public accountants the financial information and consolidated financial statements contained in any prospectus, registration statement, annual information form, circular or other material disclosure document of the Company, in each case prior to the filing of such documents.

• Review and discuss with management and the public accountants, as applicable: (a) major issues regarding accounting principles and consolidated financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management or the public accountants setting forth significant financial reporting issues and judgments made in connection with the preparation of the consolidated financial statements, including analyses of the effects of alternative IFRS methods on the consolidated financial statements; (c) any management letter provided by the public accountants and the Company’s response to that letter; (d) any problems, difficulties or differences encountered in the course of the audit work, including any disagreements with management or restrictions on the scope of the public accountants’ activities or on access to requested information and management's response thereto; (e) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the consolidated financial statements of the Company; and (f) prior to their release, earnings press releases, as well as financial information and earnings guidance (generally or on a case-by-case basis) provided to analysts and rating agencies.

• Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

• Obtain and review a report from the public accountants at least annually regarding: (a) the public accountants’ internal quality control procedures; (b) any material issues raised by the most recent quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm; (c) any steps taken to deal with any such issues; and (d) all relationships between the public accountants and the Company.

• Evaluate the qualifications, performance and independence of the public accountants, including a review and evaluation of the lead partner of the public accountants and taking into account the opinions of management.

• Ensure the lead audit partner of the public accountants and the audit partner responsible for reviewing the audit are rotated at least every five years as required by the Sarbanes-Oxley Act of 2002.

• Discuss with management and the public accountants any accounting adjustments that were noted or proposed by the public accountants but were passed (as immaterial or otherwise).

• Establish procedures for: (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

• Review disclosures made by the Company’s principal executive officer or officers and principal financial officer or officers regarding compliance with their certification obligations as required under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, including the Company's disclosure controls and procedures and internal controls for financial reporting and evaluations thereof.

• Review with management and approve the Company’s investment policies for its securities portfolio and review the portfolio management performance.

• Review the performances of the Chief Financial Officer and other senior executives involved in the financial reporting process, review financial and accounting personnel succession planning within the Company and, where possible, consult on the appointment of, or departure of, individuals occupying these positions.

D.       Limitations of Audit Committee's Roles

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to prepare consolidated financial statements, plan or conduct audits or to determine that the Company’s consolidated financial statements and disclosures are complete and accurate and are in accordance with Canadian generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the public accountants.

.

32

 

CORPORATE OFFICE

Hydrogenics Corporation

220 Admiral Blvd

Mississauga, Ontario

Canada L5T 2N6

TEL: (905) 361-3660

Fax: (905) 361-3626

www.hydrogenics.com

EX-99.4

Exhibit 99.4

CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daryl Wilson, certify that:

1. I have reviewed this annual report on Form 40-F of Hydrogenics Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 19, 2019

/s/ Daryl Wilson

Daryl Wilson

President and Chief Executive Officer

EX-99.5

Exhibit 99.5

CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marc Beisheim, certify that:

1. I have reviewed this annual report on Form 40-F of Hydrogenics Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 19, 2019

/s/ Marc Beisheim

Marc Beisheim

Chief Financial Officer

EX-99.6

Exhibit 99.6

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 40-F for the fiscal year ended December 31, 2018 of Hydrogenics Corporation (the “Company”) as filed with the US Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”) and pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Daryl Wilson, President and Chief Executive Officer of the Company, certify, that:

(1)   the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Daryl Wilson
Name:	Daryl Wilson
Title:	President and Chief Executive Officer
Date:	March 19, 2019

A signed original of this written statement required by Section 906 has been provided to Hydrogenics Corporation and will be retained by Hydrogenics Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.7

Exhibit 99.7

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 40-F for the fiscal year ended December 31, 2018 of Hydrogenics Corporation (the “Company”) as filed with the US Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”) and pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Robert Motz, Chief Financial Officer of the Company, certify, that:

(1)   the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Marc Beisheim
Name:	Marc Beisheim
Title:	Chief Financial Officer
Date:	March 19, 2019

A signed original of this written statement required by Section 906 has been provided to Hydrogenics Corporation and will be retained by Hydrogenics Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.8

Exhibit 99.8

 

Consent of Independent Auditors

We hereby consent to the inclusion in this Annual Report on Form 40-F for the year ended December 31, 2018 of Hydrogenics Corporation of our report dated March 15, 2019, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting.

We also consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-77004 and 333-116321) of Hydrogenics Corporation of our report referred to above.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario

March 19, 2019

PricewaterhouseCoopers LLP

PwC Centre, 354 Davis Road, Suite 600, Oakville, ON, Cnaada L6J 0C5

T:+1 905 815 6300, F: +1 905 815 6499, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

XML

Document And Entity Information	12 Months Ended
	Dec. 31, 2018 shares
Document And Entity Information [Abstract]
Entity Registrant Name	HYDROGENICS CORP
Entity Central Index Key	0001119985
Document Type	40-F
Document Period End Date	Dec. 31, 2018
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Amendment Flag	false
Entity Common Stock, Shares Outstanding	15,447,483

XML

Consolidated Balance Sheets - USD ($) $ in Thousands		Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017		Dec. 31, 2016
Current assets
Cash and cash equivalents		$ 7,561	$ 21,511	[1]	$ 10,338	[1]	$ 10,338
Restricted cash		935	435	[1]	405	[1]
Trade and other receivables		6,728	8,736	[1]	5,144	[1]
Contract assets		4,534	6,578	[1]	5,572	[1]
Inventories		17,174	15,048	[1]	17,130	[1]
Prepaid expenses		1,960	1,374	[1]	1,198	[1]
Total current assets		38,892	53,682	[1]	39,787	[1]
Non-current assets
Restricted cash		241	468	[1]	535	[1]
Contract assets		1,689	645	[1]
Investment in joint ventures		1,644	2,797	[1]	1,750	[1]
Property, plant and equipment		2,867	3,874	[1]	4,095	[1]	4,095
Intangible assets		232	180	[1]	203	[1]
Goodwill		4,359	4,569	[1]	4,019	[1]	4,019
Total non-current assets		11,032	12,533	[1]	10,602	[1]
Total assets		49,924	66,215	[1]	50,389	[1]
Current liabilities
Operating borrowings	[1]		1,200		2,111
Trade and other payables		9,068	9,736	[1]	7,235	[1]
Contract liabilities		14,581	11,821	[1]	10,268	[1]
Financial liabilities		3,359	4,913	[1]	3,939	[1]
Provisions		2,041	1,744	[1]	2,045	[1]
Deferred funding		1,744	880	[1]	508	[1]
Total current liabilities		30,793	30,294	[1]	26,106	[1]
Non-current liabilities
Other liabilities		5,711	8,516	[1]	9,262	[1]
Contract liabilities		1,420	2,223	[1]	3,494	[1]
Provisions		810	976	[1]	841	[1]
Deferred funding		229	33	[1]	12	[1]
Total non-current liabilities		8,170	11,748	[1]	13,609	[1]
Total liabilities		38,963	42,042	[1]	39,715	[1]
Equity
Share capital		387,911	387,746	[1]	365,923	[1]
Contributed surplus		20,717	19,885	[1]	19,255	[1]
Accumulated other comprehensive loss		(2,681)	(1,811)	[1]	(3,623)	[1]
Deficit		(394,986)	(381,647)	[1]	(370,881)	[1]
Total equity		10,961	24,173	[1]	10,674	[1]	$ 10,382
Total equity and liabilities		$ 49,924	$ 66,215	[1]	$ 50,389	[1]

[1] Restated (Note 5)

XML

Consolidated Statements Of Operations And Comprehensive Loss - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017	[1]
Profit or loss [abstract]
Revenues		$ 33,896	$ 48,115
Cost of sales		25,171	36,437
Gross profit		8,725	11,678
Operating expenses
Selling, general and administrative expenses		11,613	13,626
Research and product development expenses		7,486	6,376
Total operating expenses		19,099	20,002
Loss from operations		(10,374)	(8,324)
Loss from joint ventures		(1,637)	(334)
Finance income (loss)
Interest expense, net on financial instruments measured at amortized cost		(1,469)	(1,812)
Foreign currency gains net	[2]	144	635
Other finance gains (losses), net		297	(931)
Finance loss, net		(1,028)	(2,108)
Loss before income taxes		(13,039)	(10,766)
Income tax expense		300
Profit (loss)		(13,339)	(10,766)
Items that will not be reclassified subsequently to net loss:
Re-measurement of actuarial liability		70	98
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations		(940)	1,714
Total comprehensive income		$ (14,209)	$ (8,954)
Net loss per share
Basic and diluted		$ (0.86)	$ (0.77)
Weighted average number of common shares outstanding		15,441,947	13,947,636

[1] Restated (Note 5)

[2] Foreign currency gains (losses) include a gain of $223 on borrowings for the year ended December 31, 2018 (2017 - loss of $223).

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Consolidated Statements Of Operations And Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
Consolidated Statements Of Operations And Comprehensive Loss [line items]
Foreign exchange on borrowings	[1]	$ 144	$ 635	[2]
Borrowings [member]
Consolidated Statements Of Operations And Comprehensive Loss [line items]
Foreign exchange on borrowings		$ 223	$ (223)

[1] Foreign currency gains (losses) include a gain of $223 on borrowings for the year ended December 31, 2018 (2017 - loss of $223).

[2] Restated (Note 5)

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Consolidated Statements Of Changes In Equity - USD ($) $ in Thousands	Common Shares [member]	Contributed Surplus [member]	Deficit [member]	Accumulated other comprehensive income [member]	[1]	Total
Beginning Balance, Number of shares at Dec. 31, 2016	12,544,960
Change in accounting policy			$ 292			$ 292
Beginning Balance, Amount at Dec. 31, 2016	$ 365,923	19,255	(371,173)	(3,623)		10,382
Ending Balance, Number of shares at Jan. 01, 2017	12,544,960
Ending Balance, Amount at Jan. 01, 2017	$ 365,923	19,255	(370,881)	(3,623)		10,674	[2]
Beginning Balance, Number of shares at Dec. 31, 2016	12,544,960
Beginning Balance, Amount at Dec. 31, 2016	$ 365,923	19,255	(371,173)	(3,623)		10,382
Net loss			(10,766)			(10,766)	[2]
Other comprehensive loss				1,812		1,812
Total comprehensive income			(10,766)	1,812		(8,954)	[2]
Adjustment for partial shares on share consolidation, Shares	(1)
Adjustment for partial shares on share consolidation, Amount
Issuance of common shares, Shares	2,682,742
Issuance of common shares, Amount	$ 19,725					19,725
Warrants exercised, Shares	200,575
Warrants exercised, Amount	$ 1,966					1,966
Issuance of common shares on exercise of stock options, Shares	4,400
Issuance of common shares on exercise of stock options, Amount	$ 36	(16)				20
Issuance of common shares on vesting of performance share units, Shares	4,203
Issuance of common shares on vesting of performance share units, Amount	$ 96	(96)
Stock-based compensation expense		742				742
Ending Balance, Number of shares at Dec. 31, 2017	15,436,879
Ending Balance, Amount at Dec. 31, 2017	$ 387,746	19,885	(381,647)	(1,811)		24,173	[2]
Net loss			(13,339)			(13,339)
Other comprehensive loss				(870)		(870)
Total comprehensive income			(13,339)	(870)		(14,209)
Issuance of common shares, Shares
Issuance of common shares, Amount
Issuance of common shares on exercise of stock options, Shares	6,400
Issuance of common shares on exercise of stock options, Amount	$ 69	(29)				40
Issuance of common shares on vesting of performance share units, Shares	4,204
Issuance of common shares on vesting of performance share units, Amount	$ 96	(96)
Stock-based compensation expense		957				957
Ending Balance, Number of shares at Dec. 31, 2018	15,447,483
Ending Balance, Amount at Dec. 31, 2018	$ 387,911	$ 20,717	$ (394,986)	$ (2,681)		$ 10,961

[1] Accumulated other comprehensive loss represents currency translation adjustments of ($2,719) as of December 31, 2018 (2017 - $1,779), and a gain on re-measurement of actuarial liability of $27 as of December 31, 2018 (2017 - loss of $43)

[2] Restated (Note 5)

XML

Consolidated Statements Of Changes In Equity (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Gain (loss) on remeasurement of actuarial liability	$ 27	$ (43)
Accumulated Translation Adjustment [member]
Currency translation adjustments	$ (2,719)	$ (1,779)
Common Shares [member]
Par value per share	$ 0	$ 0
Preference shares [member]
Par value per share	$ 0	$ 0

XML

Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017
Operating activities:
Net loss for the year	$ (13,339)		$ (10,766)	[1]
Decrease (increase) in restricted cash	(304)		134
Items not affecting cash
Loss (gain) on disposal of property, plant, and equipment	(11)		131
Amortization and depreciation	706		672
Loss (gain) from change in fair value of warrants	(398)		675
Unrealized foreign exchange (gain) loss	(353)		494
Unrealized loss from joint ventures	1,637		334
Accreted interest and fair value adjustment	1,650		2,075
Stock-based compensation	957		742
Stock-based compensation - DSU's	(676)		950
Net change in non-cash operating assets and liabilities	1,750		(223)
Cash used in operating activities	(8,381)		(4,782)
Investing activities
Investment in joint venture			(93)
Purchase of property, plant and equipment	(1,001)		(3,920)
Receipt of government funding	974		1,792
Proceeds from disposals of property, plant and equipment	700		1,035
Purchase of intangible assets	(125)		(25)
Cash provided by (used in) investing activities	548		(1,211)
Financing activities
Proceeds from common shares issued and stock options exercised, net of issuance costs	40		19,745
Principal repayments of long-term debt	(3,120)		(1,639)
Exercise of warrants			1,374
Interest payments	(1,498)		(1,274)
Proceeds of operating borrowings			(873)
Repayment of operating borrowings	(1,193)
Repayment of repayable government contributions and long-term debt			(171)
Cash provided by (used in) financing activities	(5,771)		17,162
Increase (decrease) in cash and cash equivalents during the year	(13,604)		11,169
Cash and cash equivalents - Beginning of year	21,511	[1]	10,338
Effect of exchange rate fluctuations on cash and cash equivalents held	(346)		4
Cash and cash equivalents at end of period	$ 7,561		$ 21,511	[1]

[1] Restated (Note 5)

XML

Description of Business

12 Months Ended

Dec. 31, 2018

Description of Business [abstract]

Description of Business

Note 1 – Description of Business

Hydrogenics Corporation and its subsidiaries (“Hydrogenics” or the “Corporation” or the “Company”) design, develop and manufacture hydrogen generation products using water electrolysis technology (based on alkaline and proton exchange membrane (“PEM”) electrolyzers), and fuel cell products which convert hydrogen into electricity using PEM technology. The Company has manufacturing plants in Canada and Belgium, satellite facilities in Germany and the United States, and branch offices in Russia and Indonesia. Its products are sold throughout the world.

Hydrogenics is incorporated and domiciled in Canada. The address of the Company’s registered head office is 220 Admiral Boulevard, Mississauga, Ontario, Canada.  The Company’s shares trade under the symbol “HYG” on the Toronto Stock Exchange and under the symbol “HYGS” on NASDAQ.

XML

Basis of Preparation

12 Months Ended

Dec. 31, 2018

Basis of Preparation [abstract]

Basis of Preparation

Note 2 – Basis of Preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applicable to the preparation of consolidated financial statements.

On March 14, 2019, the Board of Directors authorized the consolidated financial statements for issue.

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Summary of Significant Accounting Policies [abstract]

Summary of Significant Accounting Policies

Note 3 – Summary of Significant Accounting Policies

The consolidated financial statements of the Company include the accounts of Hydrogenics and its wholly-owned subsidiaries; Hydrogenics USA, Inc., Hydrogenics Europe N.V., and Hydrogenics Holding GmbH. All intercompany transactions, balances and unrealized gains or losses on transactions between group companies have been eliminated.  Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with the policies adopted by the Company.  Subsidiaries include all entities controlled by the Company. Control exists when the Company is exposed or has rights to variable returns from the Company’s involvement, and has the ability to affect those returns through the Company’s power over the subsidiary. The existence and potential voting rights presently exercisable or convertible are considered when assessing whether the Company controls another entity.  Subsidiaries are fully consolidated from the date on which control was obtained by the Company and are deconsolidated from the date on which control ceased. The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value.

Investments in joint ventures

Investments in joint ventures, over which the Company has joint control, are accounted for using the equity method. Under the equity method of accounting, investments are initially recorded at cost, and the carrying amount is increased or decreased to recognize the Company’s share of the investee’s net profit or loss, including net profit or loss recognized in other comprehensive income (“OCI”), subsequent to the date of acquisition.

Foreign currency translation

Items included in the financial statements of each consolidated entity in the Company’s consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in US dollars, which is the functional currency of Hydrogenics Corporation (“the parent company”).

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the consolidated statements of operations and comprehensive loss.

The functional currency of the Company’s subsidiaries located in Belgium and Germany is the euro, which is the currency of the primary economic environment in which these subsidiaries operate. The financial statements of these subsidiaries are translated into US dollars as follows: assets and liabilities, at the closing exchange rate at the dates of the consolidated balance sheets; and the income and expenses and other comprehensive income (loss), at the average exchange rate during the year as this is considered a reasonable approximation to the actual rates.  All resulting foreign exchange changes are recognized in other comprehensive loss as cumulative translation adjustments.

Cash and cash equivalents and restricted cash

Cash equivalents are short-term, highly liquid investments that are readily convertible into known amounts of cash. Cash and cash equivalents, including restricted cash held as partial security for standby letters of credit and letters of guarantee, include cash on hand, deposits held with banks and other short-term, highly liquid investments with original maturities of three months or less.

Financial instruments (excluding hedging activities)

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVPL”), at fair value through other comprehensive income (loss) (“FVOCI”) or at amortized cost. The Company determines the classification of financial assets and liabilities at initial recognition.The classification of the Company’s financial assets and liabilities is disclosed in note 35.

(ii) Measurement

Amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value (except for trade receivables that do not contain a significant financing component which are measured at the transaction price) plus or minus transaction costs and subsequently carried at amortized cost less any impairment.

Fair value through profit and loss

Financial assets and liabilities carried at FVPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of operations and comprehensive loss. Derivatives are included in this category unless designated as hedges. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVPL are included in the consolidated statements of operations and comprehensive loss within other gains and losses in the period in which they arise.

Fair value through other comprehensive income

Financial assets carried at FVOCI are measured at fair value. Interest, dividends and impairment gains and losses are recognized in the consolidated statement of operations on the same basis as for amortized cost assets. Changes in fair value are recognized initially in other comprehensive income. When the assets are derecognized or reclassified the cumulative changes in fair value are reclassified to the consolidated statement of operations (except where they relate to investments in equity instruments). The Company has no financial instruments measured at fair value through other comprehensive loss.

(iii) Impairment of financial assets at amortized cost

For trade receivables and contract assets, the Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which requires the use of the lifetime expected loss provision for all trade receivables and contract assets based on the Company’s historical default rates over the expected life of the trade receivables adjusted for forward-looking estimates (see note 35).

(iv) Derecognition

i. Financial assets - The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are recognized in the consolidated statements of operations and comprehensive loss.

ii. Financial liabilities - The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of operations and comprehensive loss.

Derivatives and hedging activities

The Company periodically holds derivative financial instruments to hedge its foreign currency risk exposures that are designated as the hedging instrument in a hedge relationship. On initial designation of the hedge, the Company formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125%.

For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income. Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in other comprehensive income and presented in unrealized gains/losses on cash flow hedges in equity. The amount recognized in other comprehensive income is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the consolidated statements of operations and comprehensive loss as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in other comprehensive income and presented in unrealized gains/losses on cash flow hedges in equity remains there until the forecast transaction affects profit or loss. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss. In other cases the amount recognized in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit or loss.

Inventories

Raw materials, work-in-progress and finished goods are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. Inventory costs include the cost of material, labour, variable overhead and an allocation of fixed manufacturing overhead including amortization based on normal production volumes.  Net realizable value is the estimated selling price less estimated costs of completion and applicable selling expenses. If the carrying value exceeds the net realizable amount, a write-down is recognized. The write-down may be reversed in a subsequent period if the circumstances causing it no longer exist.

Property, plant and equipment

Property, plant and equipment are stated at cost less government grants, accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying value or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The cost and accumulated depreciation of replaced assets are derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of operations and comprehensive loss during the period in which they are incurred.

Depreciation is calculated on a diminishing balance method to depreciate the cost of the assets to their residual values over their estimated useful lives. The depreciation rates applicable to each category of property, plant and equipment are as follows:

Plant and Test equipment	30% per annum
Furniture and equipment	20% – 30% per annum
Computer hardware	30% per annum
Automobiles	30% per annum
Leasehold improvements	Straight-line over the term of the lease

Residual values, method of depreciation and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

Construction-in-progress assets are not depreciated until such time they are available for use. Depreciation ceases at the earlier of the date the asset is classified as held-for-sale and the date the asset is derecognized.

Gains and losses on disposals of property, plant and equipment are determined by comparing the proceeds with the carrying value of the asset and are included as part of other gains and losses in the consolidated statements of operations and comprehensive loss.

Intangible assets

The Company’s intangible assets consist of computer software with finite useful lives. These assets are capitalized and amortized over their useful lives using the diminishing balance method of 30% per annum. Costs associated with maintaining computer software programs are recognized as an expense as incurred. The method of amortization and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

Goodwill

Goodwill is recognized as the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the fair value of the net identifiable assets acquired and liabilities assumed, as of the acquisition date. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill acquired in business combinations is allocated to groups of cash generating units (“CGU”) that are expected to benefit from the synergies of the combination.The goodwill recorded in the Company’s consolidated financial statements relates to the OnSite Generation CGU. 

Impairment long-lived assets

Property, plant and equipment and definite life intangible assets are tested for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Intangible assets with an indefinite useful life or intangible assets not yet available-for-use are subject to an annual impairment test. When events or changes in circumstances indicate impairment, impairment test is performed earlier than annual. For the purpose of measuring recoverable values, assets are grouped at the lowest levels for which there are separately identifiable cash inflows being the CGU. Goodwill is not amortized but is reviewed for impairment annually or at any time an indicator of impairment exists. A goodwill CGU represents the lowest level within an entity at which goodwill is monitored for internal management purposes, which is not higher than an operating segment.

For the long-lived asset impairment test, the recoverable value is the higher of an asset or CGU’s fair value less costs of disposal and value in use. An impairment loss is recognized for the value by which the asset or CGU’s carrying value exceeds its recoverable value.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Corporation has two segments which are OnSite Generation and Power Systems. OnSite Generation includes the design, development, manufacture and sale of hydrogen generation products. Power Systems includes the design, development, manufacture and sale of fuel cell products.

Provisions and product warranties

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured based on management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to their present value where the effect is material.

Provisions for the estimated cost of installation, start up and commissioning services related to the sale of equipment are recognized at the time of sale where the costs are insignificant in the context of the total contract and where the customer believes they are buying a final installed working product rather than the individual collection of products and services. These costs are revised if circumstances change and any resulting increase or decrease in estimated costs is reflected in the consolidated statement of operations and comprehensive loss in the period in which the circumstances that give rise to the revision become known by management.

Additionally, the Company performs evaluations to identify onerous contracts and where applicable, records provisions for such contracts. Onerous contracts are those in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from the failure to fulfill it.

The Company typically provides a warranty for parts and/or labour for up to two years or based on time or certain operating specifications, such as hours of operation. In establishing the warranty provision, the Company estimates the likelihood that products sold will experience warranty claims and the estimated cost to resolve claims received, taking into account the nature of the contract and past and projected experience with the products. Provisions are reviewed at each consolidated balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that a payment to settle the obligation will be incurred, the provision is reversed.

Warrants

The Company’s warrants include anti-dilution provisions, and as a result have been classified as financial liabilities, and are recorded at their fair value with changes in fair value reflected in the consolidated statements of operations and comprehensive loss.  

Leases

Leases are classified as finance leases when the lease arrangement transfers substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The assets held under a finance lease are recognized as assets at the lower of the following two values: the present value of the minimum lease payments under the lease arrangement or their fair value determined at inception of the lease. The corresponding obligation to the lessor is accounted for as long-term debt. These assets are depreciated over the shorter of the useful life of the assets and the lease term when there is no reasonable certainty the Company will obtain ownership by the end of the lease term. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statements of operations and comprehensive loss on a straight-line basis over the period of the lease.

Research and product development

The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available-for-use or sale; (ii) its intention to complete the intangible asset and use or sell it; (iii) its ability to use or sell the intangible asset; (iv) how the intangible asset will generate probable future economic benefits; (v) the availability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset; and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Capitalized costs are amortized over their estimated useful lives. No government grants have been capitalized to date.

Government assistance

Funding for research and product development includes government and non-government research and product development support. Government research and product development funding is recognized when there is reasonable assurance the Company has complied with the conditions attached to the funding arrangement and is recognized as the applicable costs are incurred.  Non-governmental funding is recognized when the Company becomes party to the contractual provisions of the funding agreement and is recognized as the applicable costs are incurred. Research and product development funding is presented as a reduction in research and product development expenses unless it is for reimbursement of an asset, in which case, it is accounted for as a reduction in the carrying amount of the applicable asset. Where the Company receives government contributions that include fixed terms of repayment, a financial liability is recognized and measured as an amortized cost financial liability, as discussed above.

Revenue recognition

The Company’s business is to develop and sell electrolyser and fuel cell products and provide related services. The equipment and services are sold both on their own and bundled together as a package of goods and/or services.

(a) Sale of equipment

Material promises within a contract to deliver distinct goods and services are accounted for as separate performance obligations and the contract price is allocated between each performance obligation based upon their relative stand-alone selling prices.  Revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods and services to the customer. For contracts with customers in which the sale of equipment is generally expected to be the only performance obligation, the Company recognizes revenue at the point in time when control of the asset is transferred to the customer. Control normally passes upon shipment unless the company enters into a bill and hold arrangement, in which case revenue is recognized upon readiness for shipment. The Company’s standard payment terms include a deposit upon order acceptance and payment in full prior to delivery. Startup and commissioning services, if applicable, are invoiced upon completion of the service.

(i) Variable consideration

Some contracts with customers provide trade discounts, exclusivity, license, sales-based royalties and/or volume rebates and discounts and give rise to variable consideration. Variable consideration is estimated at contract inception and updated prospectively for any changes to the estimates.Variable consideration is only included in the transaction price to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

(ii) Warranty obligations

The Company provides for warranties for general repairs but does not generally provide extended warranties in its contracts with customers. As such, most existing warranties are assurance-type warranties which will continue to be accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. For non-standard contracts where the Company provides extended warranties, they are accounted for as separate performance obligations to which the Company allocates a portion of the transaction price.

(b) Long-term contracts

For long-term contracts, such as customer-specific product development contracts, control of the promised goods and services are generally transferred to the customers over time as performance obligations are satisfied. Revenue is recognized over time using input methods based on the measure of the progress towards complete satisfaction of that performance obligation. Under this method, the revenue recognized equals the latest estimate of the total transaction price of the contract multiplied by the actual completion rate, determined by reference to the costs incurred for the transaction and the estimated costs to complete the transaction.

The determination of the transaction price represents the contractually agreed amount, including change orders. A change order results from an official change to the scope of work to be performed compared to the original contract that was signed. The Company estimates costs separately for each customer specific development contract including the effects of change orders.

If circumstances arise that may change the estimated transaction price, the remaining costs or extent of progress toward completion, and estimates of revenues to be recorded are revised. These revisions may result in increases or decreased in estimated revenues or remaining costs to complete and are accounted for prospectively from the period in which the circumstances that give rise to the revision become known by management. If the outcome of a transaction cannot be estimated reliably, revenue is recognized only to the extent of the expenses recognized that are recoverable. When the outcome of a transaction cannot be estimated reliably, and it is not probable the costs incurred will be recovered, revenue is not recognized and the costs incurred are recognized as an expense. Once the uncertainty surrounding the outcome no longer exists, a cumulative catch up adjustment is recognized to record revenue related to prior performance that had not been recognized due to the inability to measure progress.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets reported on the consolidated balance sheet at the end of each reporting period.

(c) Rendering of services

The Company provides start-up, commissioning, installation, scheduled or unscheduled maintenance, both with and without parts and other product development services. These services are sold either on their own or bundled together with the sale of equipment to a customer. Where these performance obligations are not considered distinct (i.e. where the customer believes they are buying a final installed working product and are not buying the individual collection of products and services bundle), these services are combined into a single performance obligation and recognized on the same basis as the sale of the related equipment. Revenue from services deemed to be a separate performance obligation are recognized by reference to the stage of completion based upon relative stand-alone selling prices.

d) Technology transfer, license and exclusivity arrangements

When a single performance obligation includes technology transfer, license of intellectual property or exclusivity arrangements and one or more other goods or services, the Company considers the nature of the combined good or service for which the customer has contracted in determining whether that combined good or service is satisfied over time or at a point in time, and if over time, in selecting an appropriate method for measuring progress.

Revenues from sales-based royalties promised in exchange for a license of intellectual property are recognized as revenue at the later of the date the product subject to the royalty is sold by the licensee, or when the performance obligation to which the sales-based royalty has been allocated is satisfied.

(e) Contract assets

The Company recognizes contract assets depending on the relationship between the Company’s performance obligation and the contract payment terms. A trade receivable is separately recorded only when the Company has an unconditional right to the consideration. For long-term development contracts and OnSite Generation contracts in particular, customers usually retain a small portion of the contract price until completion of the service, installation and commissioning, which generally result in revenue in excess of billings which are presented as contract assets on the consolidated balance sheet. The associated provisions for future costs to complete this work are recorded in provisions.

(f) Contract liabilities

The Company may receive advances from customers upon contract execution for which revenue is expected to occur within 12 months. These are deferred within contract liabilities until recognition in revenue as or when the performance obligation is satisfied. In relation to licensing arrangements, upfront license fees considered to consist of a single performance obligation, including a license of intellectual property and one or more other goods or services, are deferred in contract liabilities until recognition in revenue as or when the combined performance obligation is satisfied. For contracts that require customers to pay long-term advances, the payment terms are structured primarily for reasons other than the provision of finance to the Company; notably, to meet working capital demands, to ensure the customers follow through with their purchase orders, to ensure an incentive to not terminate the contract for any reasons, including economic, or to mitigate a history of late payments. Other long-term customer advances are analyzed to determine whether there is a significant financing component in its contracts and are accounted for separately.

(g) Incremental costs

The Company incurs incremental costs like sales agent commissions for obtaining the contract or to fulfill a contract. These costs are deferred within prepaids for contracts expected to be delivered after more than one year and expensed as the contract is delivered. Where there is a retrospective step up in the sales agent commission on a sale as a result of the salesperson reaching a new cumulative sales threshold, the Company allocates the commission between the contract in question and the preceding contracts in the year that contributed to the agent reaching the threshold. The commission related to any contract that has already been recorded as revenue is expensed while the commission corresponding to contract revenue that has not yet been recorded is capitalized and expensed simultaneously with the related contract revenue.

Cost of sales

Cost of sales for products includes the cost of finished goods inventory and the costs related to shipping and handling.  Cost of sales for service includes direct labour and additional direct and indirect expenses.

Share capital

Common shares are classified as equity.  Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

Post-retirement benefit liabilities

The Company has a post-retirement benefit obligation with respect to the Belgium subsidiary related to a defined contribution plan.  Under Belgian law, a guaranteed return on the contributions is required and as a result this is accounted for as a defined benefit plan. The Company has recorded a long-term liability associated with this plan for the present value of the obligation at the consolidated balance sheet dates. Changes in the fair value of this liability represent actuarial gains and losses arising from experience adjustments and are charged/credited to equity in other comprehensive loss.

Stock-based compensation

The Company’s stock-based compensation plans are summarized below:

(i) Stock options

The Company grants stock options to certain employees. Stock options vest 25%one year from the date of grant and annually thereafter over three more years and expire after ten years. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized (with a corresponding adjustment to contributed surplus) over the tranche’s vesting period, and is based on the estimated number of instruments expected to vest, which are then reestimated at the reporting dates to the extent that subsequent information indicates the actual number of instruments expected to vest is likely to differ from previous estimates. When options are exercised the Company issues new shares and the proceeds received net of any directly attributable transaction costs are credited to share capital at exercise price and the difference is adjusted to contributed surplus.

(ii) Restricted share units (“RSU”)

The Company grants RSUs to certain employees. The RSUs will be settled in the Company’s shares. The cost of the Company’s RSUs is charged to selling, general and administrative expenses using the cliff vesting method. RSUs vest three years from grant date. The fair value of each grant of RSUs is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, included in selling, general and administrative expenses, based on the fair value of the awards granted, is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus.

(iii) Deferred share units (“DSU”)

The Company grants DSUs to directors as part of their compensation.  The DSUs vest upon grant and are settled in cash. The vested DSUs are marked-to-market at the end of each reporting period based on the closing price of the Company’s shares with the change in fair value recorded in selling, general and administrative expenses.  The Company has set up a liability in the consolidated balance sheets, included within financial liabilities, for the fair value of the vested DSUs.

(iv) Performance share units (“PSU”)

The Company has granted PSUs to certain employees.  The PSUs will be settled in the Company’s common shares.  The cost of the Company’s PSUs is charged to selling, general and administrative expenses using the graded vesting method. The fair value of the vested share units is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, based on the fair value of the awards granted, excluding the impact of any non-market service and performance vesting conditions, is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus.Non-market vesting conditions are considered in making assumptions about the number of awards that are expected to vest. At each reporting date, the Company reassesses its estimates of the number of awards that are expected to vest and recognizes the impact of any revision in the consolidated statements of operations and comprehensive loss with a corresponding adjustment to contributed surplus.

Income taxes

Income tax expense comprises current income tax expense and deferred income tax expense.  Income tax expense is recognized in the consolidated statements of operations and comprehensive loss, except to the extent that it relates to items recognized directly in equity, in which case, income taxes are also recognized directly in equity.  Current income taxes are the expected taxes payable on the taxable income for the year, using income tax rates enacted at the end of the reporting period, and any adjustment to income taxes payable in respect of previous years.Withholding taxes deducted from license fee revenues by foreign jurisdictions are accounted for and presented as income taxes in the consolidated statement of operations.

In general, deferred income taxes are the amount of income taxes expected to be paid or recoverable in future periods in respect of temporary differences, carry-forwards of unused non-capital tax losses and carry-forwards of unused tax credits. Deferred income taxes arise between the tax base and their carrying values in the consolidated financial statements as well as on unused tax losses and tax credits. Deferred income taxes are determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the consolidated balance sheet dates and are expected to apply when the deferred income tax asset or liability is settled.

Deferred income taxes are provided on temporary differences arising on investments in subsidiaries and associates, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses and tax credits can be utilized. The carrying value of deferred income tax assets is reviewed at each consolidated balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be recovered. Deferred income tax liabilities are not recognized on temporary differences that arise from goodwill, which is not deductible for tax purposes. Deferred income tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of certain assets and liabilities acquired other than in a business combination. Deferred income tax assets and liabilities are presented as non-current.

Net loss per share

Basic net loss per share is calculated based on the weighted average number of common shares outstanding for the year. Diluted net loss per share is calculated using the weighted average number of common shares outstanding for the year for basic net loss per share plus the weighted average number of potential dilutive shares that would have been outstanding during the year had all potential common shares been issued at the beginning of the year or when the underlying stock options or warrants were granted, if later, unless they were anti-dilutive. The treasury stock method is used to determine the incremental number of shares that would have been outstanding had the Company used proceeds from the exercise of stock options and warrants to acquire common shares.

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Significant Accounting Judgments and Estimation Uncertainties

12 Months Ended

Dec. 31, 2018

Significant Accounting Judgments and Estimation Uncertainties [abstract]

Significant Accounting Judgments and Estimation Uncertainties

Note 4 –Significant Accounting Judgments and Estimation Uncertainties

Critical accounting estimates and judgments

The preparation of consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes to the consolidated financial statements. These estimates are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Significant areas requiring the Company to make estimates include revenue recognition and contract accounting, warranty provisions, goodwill impairment and going concern.

These estimates and judgments are further discussed below:

(i) Revenue recognition

Significant areas requiring the Company to make estimates impacting revenue recognition related to:

(a) Contracts with performance obligations satisfied over time.

Contracts with performance obligations satisfied over time include:

i. Customer specific product development contracts - The Company estimates costs separately for each customer specific product development contract. The determination of estimated costs for completing fixed-price contracts is based on the Company’s business practices, considering budgets as well as historical experience. Management regularly reviews these estimates, which can be affected by a variety of factors such as variances in scheduling, cost of materials, availability and cost of qualified labour and subcontractors, productivity, and possible claims from subcontractors.

ii. Maintenance contracts - Revenue from providing maintenance services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously. Some maintenance contracts also offer scheduled visits and discounts on future spare part purchases. Because these represent additional performance obligations, the transaction price must be allocated to each performance obligation on a stand-alone selling price basis where material in the context of the contract. Management estimates the stand-alone selling price at contract inception based on observable prices for services rendered in similar circumstances to similar customers.

iii. Technology transfer, licensing and manufacturing support contracts – Technology transfer licensing and manufacturing support arrangements constitute a single performance obligation that includes both a license for intellectual property as well as associated manufacturing training and support services. The transaction price is recognized as revenue over time as the combined services are provided.

(b) Contracts with performance obligations satisfied at a point in time.

Installation, start up and commissioning services related to the sale of equipment are not distinct and are combined into a single performance obligation where the costs are insignificant in the context of the total contract and where the customer believes they are buying a final installed working product rather than the individual collection of products and services. Thus, as long as control has passed when the product is shipped, all the revenue is recorded and an estimate for remaining costs for this work is accrued. These costs will be revised if circumstances change and any resulting increase or decrease in estimated costs will be reflected in the consolidated statement of operations and comprehensive loss in the period in which the circumstances that give rise to the revision become known by management.

(ii) Warranty provision

The Company typically provides a warranty for parts and/or labour for up to two years from the date of shipment or commissioning or based on certain operating specifications, such as hours of operation. In establishing the warranty provision, management considers historical field data, projected claims experience, results of internal testing and in certain circumstances, application, in determining the value of this provision.  Should these estimates prove to be incorrect, the Company may incur costs different from those provided for in the warranty provision. Management reviews warranty assumptions and makes adjustments to the provision at each reporting date based on the latest information available, including the expiry of contractual obligations.  Adjustments to the warranty provision are recorded in cost of sales.

(iii) Goodwill impairment testing

The Company tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 3. The recoverable amount of the OnSite Generation CGU has been determined based on an estimation of fair value less cost to sell (“FVLCS”). In the absence of a binding sales agreement, FVLCS is estimated using an income approach by discounting future cash flows. The estimation of FVLCS requires the use of estimates which are explained in note 15.

Key estimates and assumptions, include management’s expectations of future revenue growth, operating costs and profit margins as well as discount rates for the CGU and incremental costs for disposing of the assets. Growth rate assumptions used are based on the Company’s historical growth, internal budget, expectations of future revenue growth as well as industry and expected market trends in the hydrogen refueling, Power-to-Gas and industrial hydrogen market sectors. The Company uses a discount rate to calculate the present value of estimated future cash flows, which represents its weighted average cost of capital (WACC), plus a premium to take into account specific industry, size and company specific risks of the CGU, as the case may be.  The income approach used by management is supplemented by a market based approach whereby the Company assesses the reasonableness of the resulting revenue multiples from the income approach valuation models based on available data from observable active market prices of broadly comparable businesses, data from recent transactions of similar assets within the same industry, when available and the Company’s stock price.

(iv) Going concern

The assessment of events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern involves significant judgment. In making this determination management considers all relevant information. See note 35 for Liquidity risk disclosures. Management has determined that there is no going concern uncertainty at December 31, 2018. 

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IFRS 9 Financial Instruments & IFRS 15 Revenue from Contracts with Customers - Impact of Adoption

12 Months Ended

Dec. 31, 2018

IFRS 9 Financial Instruments & IFRS 15 Revenue from Contracts with Customers - Impact of Adoption [abstract]

IFRS 9 Financial Instruments & IFRS 15 Revenue from Contracts with Customers - Impact of Adoption

Note 5 – IFRS 9 Financial Instruments & IFRS 15 Revenue from Contracts with Customers – Impact of Adoption

IFRS 9 Financial Instruments – Impact of adoption

The Company adopted all the requirements of IFRS 9 Financial Instruments (“IFRS 9”) as of January 1, 2018. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 utilizes a revised model for recognition and measurement of financial instruments and a single, forward-looking “expected loss” impairment model. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward in IFRS 9, such that the Company’s accounting policy with respect to financial liabilities is unchanged. Further, as a result of adoption of IFRS 9, management has not changed its accounting policy for financial assetsexcept for the adoption of the simplified approach to determining expected credit losses for receivables and contract assets, which had no impact on the carrying value of any financial assets or financial liabilities on the January 1, 2018 transition date.

IFRS 15 Revenue from Contracts with Customers – Impact of adoption

The Company has adopted IFRS 15 from January 1, 2018 using the full retrospective method which resulted in changes in accounting policies and adjustments to the amounts recognized in the comparative financial statements.

The following table shows the effect of the adoption of IFRS 15 on the Company’s balance sheets at January 1, 2017:

		IAS18 carrying amount	Note		Remeasure- ments	Reclass- ifications		IFRS 15 carrying amount
Assets
Current assets
Cash and cash equivalents	$	10,338		$	-	-	$	10,338
Restricted cash		405			-	-		405
Trade and other receivables		9,802	5(c)		-	(4,658)		5,144
Contract assets		–	5(a)(c)		914	4,658		5,572
Inventories		17,208	5(a)		-	(78)		17,130
Prepaid expenses		918	5(b)		280	-		1,198
		38,671			1,194	(78)		39,787
Non-current assets
Restricted cash		535			-	-		535
Investment in joint ventures		1,750			-	-		1,750
Property, plant and equipment		4,095			-	-		4,095
Intangible assets		203			-	-		203
Goodwill		4,019			-	-		4,019
		10,602			-	-		10,602
Total assets	$	49,273		$	1,194	(78)	$	50,389
Liabilities
Current liabilities
Operating borrowings	$	2,111		$	-	-	$	2,111
Trade and other payables		7,235			-	-		7,235
Contract liabilities		–	5(c)		-	10,268		10,268
Financial liabilities		3,939			-	-		3,939
Provisions		1,221	5(a)		902	(78)		2,045
Deferred funding		–	5(c)		-	508		508
Deferred revenue		10,788	5(c)		-	(10,788)		–
		25,294			902	(90)		26,106
Non-current liabilities
Other liabilities		9,262			-	-		9,262
Contract liabilities		–	5(c)		-	3,494		3,494
Provisions		841			-	-		841
Deferred funding		–	5(c)		-	12		12
Deferred revenue		3,494	5(c)		-	(3,494)		–
		13,597			-	12		13,609
Total liabilities		38,891			902	(78)		39,715
Share capital		365,923						365,923
Contributed surplus		19,255			-	-		19,255
Accumulated other comprehensive loss		(3,623)			-	-		(3,623)
Deficit		(371,173)	5(a)(b)		292	-		(370,881)
Total equity		10,382			292	-		10,674
Total equity and liabilities	$	49,273		$	1,194	(78)	$	50,389

The following adjustments were made to the amounts recognized in the consolidated balance sheets at December 31, 2017:

		IAS 18						IFRS 15
		carrying amount	Note		Remeasure- ments	Reclass- ifications		carrying amount
Assets
Current assets
Cash and cash equivalents	$	21,511		$	-	-	$	21,511
Restricted cash		435			-	-		435
Trade and other receivables		14,292	5(c)		-	(5,556)		8,736
Contract assets		–	5(a)(c)		1,022	5,556		6,578
Inventories		15,164	5(a)		-	(116)		15,048
Prepaid expenses		978	5(b)		396	-		1,374
		52,380			1,418	(116)		53,682
Non-current assets
Restricted cash		468			-	-		468
Non-current receivables		645	5(c)		-	(645)		–
Contract assets		–	5(c)		-	645		645
Investment in joint ventures		2,797			-	-		2,797
Property, plant and equipment		3,874			-	-		3,874
Intangible assets		180			-	-		180
Goodwill		4,569			-	-		4,569
		12,533			-	-		12,533
Total assets	$	64,913		$	1,418	(116)	$	66,215
Liabilities
Current liabilities
Operating borrowings	$	1,200		$	-	-	$	1,200
Trade and other payables		9,736	5(a)		-	-		9,736
Contract liabilities		–	5(c)		-	11,821		11,821
Financial liabilities		4,913			-	-		4,913
Provisions		1,174	5(a)		741	(171)		1,744
Deferred funding		–	5(c)		-	880		880
Deferred revenue		12,734	5(c)		-	(12,734)		–
		29,757			741	(204)		30,294
Non-current liabilities
Other liabilities		8,516			-	-		8,516
Contract liabilities		–	5(c)		-	2,223		2,223
Provisions		921	5(a)		-	55		976
Deferred funding		–	5(c)		-	33		33
Deferred revenue		2,223	5(c)		-	(2,223)		–
		11,660			-	88		11,748
Total liabilities		41,417			741	(116)		42,042
Share capital		387,746						387,746
Contributed surplus		19,885			-	-		19,885
Accumulated other comprehensive loss		(1,822)	5(a)		11	-		(1,811)
Deficit		(382,313)	5(a)(b)		666	-		(381,647)
Total equity		23,496			677	-		24,173
Total equity and liabilities	$	64,913		$	1,418	(116)	$	66,215

The following table shows the effect of the adoption of IFRS 15 on the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2017:

	For the year ended December 31, 2017
	Based on IAS 18		Note	IFRS 15 Remeasurements		Based on IFRS 15
Revenues	$	48,052	5(a)	$	63	$	48,115
Cost of sales		36,632	5(a)		(195)		36,437
Gross profit		11,420			258		11,678
Operating expenses
Selling, general and administrative expenses		13,742	5(b)		(116)		13,626
Research and product development expenses		6,376			–		6,376
		20,118			(116)		20,002
							–
Loss from operations		(8,698)			374		(8,324)
Loss from joint ventures		(334)			–		(334)
Finance income (loss)
Interest expense, net on financial instruments measured at amortized cost		(1,812)			–		(1,812)
Foreign currency gains, net(1)		635			–		635
Other finance losses, net		(931)			–		(931)
Finance loss, net		(2,108)			–		(2,108)
Loss before income taxes		(11,140)			374		(10,766)
Income tax expense		–			–		–
Net loss for the year		(11,140)			374		(10,766)
Items that will not be reclassified subsequently to net loss:
Re-measurements of actuarial liability		98			–		98
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations		1,703	5(a)		11		1,714
Comprehensive loss for the year	$	(9,339)		$	385	$	(8,954)
Net loss per share - basic and diluted	$	(0.80)		$	0.03	$	(0.77)

A summary of the impact of adoption of IFRS 15 is as follows:

(a) Installation, start-up and commissioning services

Under IAS 18, the Company applied the revenue recognition criteria to each separate identifiable component of a single transaction. The contracts containing installation and start-up and commissioning services were accounted for as a separate element from the product sale. Costs associated with these services were accumulated in inventory and a portion of the contract revenue was deferred until the associated work was completed.

Under IFRS 15, these performance obligations are not distinct and are combined into a single performance obligation with the associated product, where the costs are insignificant in the context of the total contract and where the customer believes they are buying a final installed working product and are not buying the individual collection of products and services that when combined create the finished product.In these situations, revenue is now recorded inclusive of these immaterial performance obligations and the estimated costs to fulfill these obligations accrued for when control passes at the time of shipment of the related products. Accordingly, the Company accrued $914 in contract assets, reduced inventory by $78 and accrued $824 in provisions for future costs expected to be incurred and reduced the deficit by $12 at January 1, 2017. Similarly, the Company accrued $1,022 in contract assets, reduced inventory by $116 and accrued $625 in provisions for future costs expected to be incurred and reduced the deficit by $281 at December 31, 2017.

The restatement effect on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2017 results in a $63 increase in revenue and a $195 reduction in cost of sales. The impact of these restatements on cumulative translation adjustments arising from the Company’s subsidiaries was a gain of $11.

(b) Sales agent commissions

The Company incurs sales agent commissions for obtaining contracts. Under IAS18, these costs were expensed when they were earned or incurred.

Under IFRS 15, these incremental costs incurred to obtain contracts with customers are deferred for contracts expected to be delivered after more than one year and expensed as the contract is delivered. The Company deferred $280 of commissions in prepaid expenses and reduced the deficit by the same amount at January 1, 2017.  Similarly, the Company deferred $396 of commissions in prepaid expenses and reduced the deficit by the same amount at December 31, 2017. The impact of these restatements on cumulative translation adjustments arising from the Company’s subsidiaries was immaterial.

The restatement effect on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2017 results in a $116 decrease in selling, general and administrative expenses for commissions previously expensed. The impact of these restatements on cumulative translation adjustments arising from the Company’s subsidiaries was immaterial.

(c) Contract assets and liabilities

IFRS 15 distinguishes between contract assets and receivables based on whether receipt of the consideration is conditional on something other than the passage of time. At December 31, 2017, there was $5,556(January 1, 2017 - $4,658) of trade and other receivables outstanding where the Company’s right to consideration was not unconditional (primarily relating to revenue accrued on long term contracts). This amount has been reclassified as current and non-current contract assets under IFRS 15.

Under IFRS 15, amounts received from customers before the Company has transferred the good or service are to be presented as contract liabilities. As a result, the amounts previously presented as deferred revenue related to contracts with customers have been reclassified as contract liabilities and amounts not relating to contracts with customers have been reclassified as deferred funding.

(d) Practical expedients

The Company has elected to make use of the following practical expedients:

· Completed contracts under IAS 11 and IAS 18 before the date of transition have not been reassessed.

· Costs incurred to obtain contracts with an amortization period of less than one year have been expensed as incurred.

· For completed contract with variable consideration, the Company used the transaction price at the date of contract completion rather than estimating variable consideration amounts in the comparative reporting periods.

· Consideration previously recognized was not adjusted for the effects of a significant financing component if the Company expected, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for the good or service was one year or less.

· For contracts that were modified before the date of initial application, the Company did not retrospectively restate the contract for those contract modifications. The Company reflected the aggregate effect of all of the modifications that occur before the beginning of the earliest period presented when: (i) identifying the satisfied and unsatisfied performance obligations; (ii) determining the transaction price; and (iii) allocating the transaction price to the satisfied and unsatisfied performance obligations.

· The Company also applied the practical expedient not to disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue for the year ended December 31, 2017

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Accounting Standards Issued But Not Yet Applied - IFRS 16

12 Months Ended

Dec. 31, 2018

Accounting Standards Issued But Not Yet Applied - IFRS 16 [abstract]

Accounting Standards Issued But Not Yet Applied - IFRS 16

Note 6– Accounting Standards Issued But Not Yet Applied – IFRS 16

IFRS 16 Leases (“IFRS 16”)sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, the customer (“lessee”) and the supplier (“lessor”). This standard will replace IAS 17 Leases(“IAS 17”) and related Interpretations. IFRS 16 provides revised guidance on identifying a lease and for separating lease and non-lease components of a contract.  IFRS 16 introduces a single accounting model for all lessees and requires a lessee to recognize right-of-use assets and lease liabilities for leases with terms of more than 12 months, unless the underlying asset is of low value, and depreciation of lease assets separately from interest on lease liabilities in the consolidated statement of operations and comprehensive loss. Under IFRS 16, lessor accounting for operating and finance leases will remain substantially unchanged. IFRS 16 is effective for annual periods beginning on or after January 1, 2019. The Company’s contractual obligations in the form of operating leases under IAS 17 will then be reflected on the balance sheet resulting in an increase to both assets and liabilities upon adoption of IFRS 16, and changes to the timing of recognition of expenses associated with the lease arrangements. The Company is assessing the new standard to determine the impact on its consolidated financial statements. An initial review has been completed to identify leases that will require recognition of a right-of-use asset and lease liability. The Company is currently quantifying these impacts and assessing its transition and implementation options.

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Cash and Cash Equivalents and Restricted Cash

12 Months Ended

Dec. 31, 2018

Cash and Cash Equivalents and Restricted Cash [abstract]

Cash and Cash Equivalents and Restricted Cash

Note 7 – Cash and Cash Equivalents and Restricted Cash

At December 31,	2018		2017
Cash and cash equivalents	$	7,561	$	21,511
Restricted cash		935		435
Restricted cash – non-current		241		468
Total	$	8,737	$	22,414

The restricted cash is held by financial institutions in Canada and Europe as partial security for standby letters of credit and letters of guarantee.  At December 31, 2018, the Company had standby letters of credit and letters of guarantee issued by several financial institutions of $2,890  (2017 – $2,821), with expiry dates extending to December 2021.  See Note 19 – Lines of Credit and Bank Guarantees for additional information.

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Trade and Other Receivables

12 Months Ended

Dec. 31, 2018

Trade and Other Receivables [abstract]

Trade and Other Receivables

Note 8– Trade and Other Receivables

At December 31,	2018		2017
			Restated (Note 5)
Trade accounts receivable	$	3,313	$	6,466
Less:  provision for impairment (note 35)		(30)		(18)
Net trade accounts receivable		3,283		6,448
Other receivables		3,445		2,288
Total trade and other receivables	$	6,728	$	8,736

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Contract Assets And Contract Liabilities

12 Months Ended

Dec. 31, 2018

Disclosure of contract assets and contract liabilities [abstract]

Contract Assets and Contract Liabilities

Note 9– Contract Assets and Contract Liabilities

The Company has recognized the following assets and liabilities related to contracts with customers:

At December 31,	2018		2017		$ change
Contract assets	$	6,223	$	7,223	$	(1,000)
Less: non-current portion		(1,689)		(645)		(1,044)
Current portion		4,534		6,578		(2,044)
Contract liabilities		16,001		14,044		1,957
Less: non-current portion		(1,420)		(2,223)		803
Current portion		14,581		11,821		2,760

(i) Significant changes in contract assets and liabilities

Contract assets at December 31, 2018 includes $4,048 (2017 – $4,764) relating to receivables which are to be billed according to progress based and specified payment schedules, typical with long-term contracts. The remainder relates to the final instalment of contract price on the sale of equipment for installation and commissioning, which is not invoiced to the customer until this work is complete. The change in the contract assets balance during the period reflects the change in the timeframe for a right to consideration to become unconditional (i.e. for the contract asset to be reclassified as a receivable).

Contract liabilities represent deposits and payments received in advance from customers for license fees, product development contracts and equipment sales. The change in the contract liabilities balance during the period reflects changes in the time frame for performance obligations to be satisfied and the timing of receipt of deposits.

(ii) Revenue recognized in relation to contract liabilities

Revenue recognized in the current year, included in opening contract liabilities, amounted to $7,042 (2017 - $895). There were no amounts recognized in the current year related to performance obligations that were satisfied in a prior year (2017 - $nil).

(iii) Unsatisfied performance obligations

The following table shows unsatisfied performance obligations as at December 31, 2018:

At December 31,	2018		2017
OnSite Generation	$	20,600	$	19,900
Power Systems		112,100		124,700
Total	$	132,700	$	144,600

The Company expects $49,000 of the balance to be recognized as revenues in 2019 and $83,700 is to be recognized beyond 12 months.

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Inventories

12 Months Ended

Dec. 31, 2018

Inventories [abstract]

Inventories

Note 10– Inventories

At December 31,	2018		2017
			Restated (Note 5)
Raw materials	$	9,954	$	9,708
Work-in-progress		6,349		4,750
Finished goods		871		590
Total inventories	$	17,174	$	15,048

Total inventory in the table above are recorded net of provisions to write them down to net realizable value. At December 31, 2018, the inventory provision was as follows:

	2018		2017
At January 1,	$	1,534	$	1,332
Net increase in the provision		834		873
Write-downs during the year		(779)		(691)
Foreign exchange revaluation		5		20
At December 31,	$	1,594	$	1,534

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Prepaid Expenses

12 Months Ended

Dec. 31, 2018

Prepaid Expenses [abstract]

Prepaid Expenses

Note 11– Prepaid Expenses

At December 31,	2018		2017
			Restated (Note 5)
Prepaid expenses	$	1,593	$	978
Costs incurred to obtain contracts with customers		367		396
Total prepaid expenses	$	1,960	$	1,374

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Investment in Joint Ventures

12 Months Ended

Dec. 31, 2018

Investment in Joint Venture [abstract]

Investment in Joint Ventures

The costs incurred to obtain contracts with customers relate to sales agent commissions, which are deferred until the related contract revenues with customers are recognized. The amount amortized to the consolidated statement of operations and comprehensive loss for the year ended December 31, 2018 was $33  (2017 - $167).

Note 12 – Investment in Joint Ventures

On March 30, 2017, the Company entered into an arrangement with Enbridge Gas Distribution (Enbridge) to form the joint venture 2562961 Ontario Ltd. to develop, construct, own and operate a 2.5 megawatts (“MW”) Power-to-Gas energy storage facility project. The Company holds a 49% equity investment in this joint venture. The Board of Directors of the joint venture has five directors consisting of three nominees from Enbridge and two nominees of Hydrogenics and all resolutions are adopted by a majority vote. The Company accounts for this joint venture using the equity method in accordance with IFRS 11, “Joint Arrangements” using the hypothetical liquidation at book value (HLBV) method due to preferential dividends and return rights of the other partner.

During 2017, the Company sold the joint venture related project assets developed as part of the 2.5MW energy storage facility project for $2,030. Hydrogenics received cash consideration of $1,035 and a 49% equity investment in the newly formed joint venture of $995.  A loss on disposal of the transferred assets arose of $146, as the transfer to the joint venture was done at the historical Canadian dollar value. This loss on disposal is adjusted for in the Company’s 49% share of the loss relating to the equity interest received. It is eliminated against the investment in the joint venture and will be amortized over the life of the fixed assets. Of the loss of $146,  $35 was capitalized as the cost of the equity investment. Legal costs of $93 were capitalized as they were incurred in the creation of the joint venture.

During 2018, the Company sold the joint venture related project assets developed as part of the 2.5MW energy storage facility project for $1,372. Hydrogenics received cash consideration of $700 and a 49% equity investment in the newly formed joint venture of $672. The Company recorded a $30 gain on sale of assets as the transfer was done at historical Canadian dollar value. This gain on sale is adjusted for the Company’s 49% share of the loss relating to the equity interest received. It is eliminated against the investment in joint venture and will be amortized over the life of the project. Of the gain of $30, $8 was capitalized and netted against the cost of the equity investment.

During 2018, the energy storage facility project was commissioned and accepted by the Independent Energy Service Operator (“IESO”). Thefacility began in-service operations under an IESO Regulation Services contract effective May 2018.

	2018		2017
Balance January 1,	$	1,176	$	–
Equity investment in joint venture		664		1,123
Loss from investment in joint venture using HLBV method		(76)		–
Amortization of deferred loss on disposal		(10)		(9)
Foreign currency translation (loss) gain		(110)		62
Investment in Enbridge joint venture at December 31,	$	1,644	$	1,176

Summarized financial information for the joint venture, as presented in the IFRS financial statements of 2562961 Ontario Ltd. is as follows:

At December 31,	2018		2017
Assets
Current assets	$	439	$	1
Non-current assets		3,202		2,156
Total assets	$	3,641	$	2,157
Liabilities
Current liabilities	$	293	$	–
Total liabilities		293		–
Net assets	$	3,348	$	2,157

For the year ended December 31,	2018		2017
Revenue	$	627	$	–
Earnings before income taxes		71		1
Joint venture earnings from continuing operations	$	52	$	1

At December 31,	2018		2017
Opening net assets of 2562961 Ontario Ltd. (Equity Investment)	$	2,157	$	–
Investment in 2562961 Ontario Ltd.		1,372		2,030
Joint venture earnings during the year		52		1
Foreign currency translation		(233)		126
Closing net assets of 2562961 Ontario Ltd.	$	3,348	$	2,157
Unrealized (gains) losses on sales to 2562961 Ontario Ltd.		56		71
Adjusted net assets of 2562961 Ontario Ltd.		3,404		2,228
Company’s share of net assets using the HLBV method	$	1,570	$	1,092
Plus: capitalization of legal costs		93		93
Less: amortization of deferred loss on disposal		(19)		(9)
Investment in Enbridge joint venture at December 31	$	1,644	$	1,176

On May 28, 2014, the Company entered into a joint arrangement with Kolon Water & Energy Co. Ltd., whereby the parties formed the joint venture Kolon Hydrogenics to launch and market potential businesses based on products and technologies produced by Hydrogenics for the Korean market.  The Company has a 49% equity position in Kolon Hydrogenics and shares joint control.  The Board of Directors of the joint venture has four directors consisting of two nominees from each of Hydrogenics and Kolon Water and Energy and all resolutions are adopted by an affirmative vote of two thirds.  The Company accounts for this joint venture using the equity method in accordance with IFRS 11, “Joint Arrangements”.

In June 2018, Kolon Water & Energy Co. Ltd. and the Company commenced discussions with respect to dissolving the joint arrangement. The carrying value of the assets of Kolon Hydrogenics have been reduced to their estimated net recoverable amount based upon an assessment of fair values less costs of disposal. The share in loss of the joint venture for the year reflects the Company’s proportionate share of this fair value adjustment. Discussions are ongoing to dissolve the joint venture in 2019.

	2018		2017
Balance January 1,	$	1,621	$	1,750
Share in loss of the joint venture		(1,561)		(334)
Foreign currency translation gain (loss)		(60)		205
Investment in Kolon Hydrogenics joint venture at December 31,	$	–	$	1,621

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [abstract]

Property, Plant and Equipment

Note 13 – Property, Plant and Equipment

	Plant and test  equipment		Furniture and  equipment		Computer  hardware		Leasehold  improvements		Construction  in progress		Total
Net book value December 31, 2017	$	183	$	1,187	$	204	$	352	$	1,948	$	3,874
Additions		155		373		58		290		125		1,001
Disposals		–		–		(1)		–		(1,342)		(1,343)
Depreciation		(100)		(333)		(90)		(117)		–		(640)
Foreign exchange		(8)		(9)		(4)		(4)		–		(25)
Net book value December 31, 2018	$	230	$	1,218	$	167	$	521	$	731	$	2,867
Total cost	$	3,712	$	5,889	$	548	$	2,044	$	731	$	12,924
Total accumulated depreciation		(3,482)		(4,671)		(381)		(1,523)		–		(10,057)
Net book value December 31, 2018	$	230	$	1,218	$	167	$	521	$	731	$	2,867

Included in construction in progress is $Nil (2017 - $1,342) relating to capital costs to be transferred to the joint venture project with Enbridge (note 12). During the current and prior year, assets with a book value of $1,342 and $2,176 respectively were transferred to the Enbridge joint venture (notes 12 and 32).

Depreciation of $454  (2017 – $397) was included in selling, general and administrative expenses, $104 (2017 - $81) in research and product development expenses, and $82  (2017 – $137) in cost of sales in consolidated statement of operations and comprehensive loss.

	Plant and test  equipment		Furniture and  equipment		Computer  hardware		Leasehold  improvements		Construction  in progress		Total
Net book value December 31, 2016	$	214	$	1,270	$	182	$	308	$	2,121	$	4,095
Additions		55		233		91		117		2,003		2,499
Disposals		(11)		–		(2)		–		(2,176)		(2,189)
Depreciation		(104)		(338)		(97)		(76)		–		(615)
Foreign exchange		29		22		30		3		–		84
Net book value December 31, 2017	$	183	$	1,187	$	204	$	352	$	1,948	$	3,874
Total cost	$	3,604	$	5,648	$	558	$	1,777	$	1,948	$	13,535
Total accumulated depreciation		(3,421)		(4,461)		(354)		(1,425)		–		(9,661)
Net book value December 31, 2017	$	183	$	1,187	$	204	$	352	$	1,948	$	3,874

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Intangible Assets

12 Months Ended

Dec. 31, 2018

Intangible Assets [abstract]

Intangible Assets

Note 14– Intangible Assets

Computer software	2018		2017
Net book value January 1,	$	180	$	203
Additions		125		25
Amortization		(66)		(57)
Foreign exchange		(7)		9
Net book value December 31,	$	232	$	180
Total cost	$	2,158	$	2,043
Total accumulated depreciation		(1,926)		(1,863)
Net book value December 31,	$	232	$	180

Amortization of $66(2017 – $57) is included in the consolidated statements of operations and comprehensive loss in selling, general and administrative expenses.

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Goodwill

12 Months Ended

Dec. 31, 2018

Changes in goodwill [abstract]

Goodwill

Note 15 – Goodwill

The carrying amounts of goodwill at the beginning and end of the current and previous years are set out below.

	2018		2017
At January 1,	$	4,569	$	4,019
Foreign exchange revaluation		(210)		550
At December 31,	$	4,359	$	4,569

The goodwill relates to the Company's OnSite Generation business CGU. The Company performs its annual impairment test as of September 30.

In estimating the recoverable amount of this CGU, the Company first used an income approach, discounting its future estimated cash flows for Q4 2018 and a five-year forecast period, starting with the approved 2019 budget, and discounted those projected cash flows at a rate of return that reflects the relative risks of achieving those cash flows. To this amount, the Company added the present value of a terminal value, determined by applying a capitalization rate to the expected annual cash flows to be generated beyond the forecast period, and the present value of the tax shield from existing tax loss carryforwards to determine an estimated enterprise value. The resulting enterprise value was then adjusted for redundant assets, interest bearing debt and debt equivalents and estimated costs to sell to determine an estimated fair value less cost to sell.

Discounted cash flows over the forecast period used a five-year revenue compound annual growth rate (CAGR) of approximately 30% (2017 – 20%) and a perpetual growth rate of 2% (2017 – 2%) thereafter.   The five-year revenue CAGR used in the discounted cash flows calculations differs from past experience. Management has determined the five-year revenue CAGR based on expectations for future growth in demand for hydrogen generation products in our core markets; notably, multimegawatt Power-to-Gas and hydrogen refueling opportunities, the impact of recently launched and to be launched solutions, as well as its current backlog.  Gross direct margins (excluding indirect overheads) are projected to decline from 29% to 24.5% (2017 – 29% fixed) throughout the forecast period reflecting management’s expectation of competitive pressure on margins to achieve a 30% CAGR. Selling, general and administrative expenses and indirect manufacturing overheads are projected to increase at approximately 5% (2017 – 3%) per year after the 2018 period. Research and development costs (net of grants) are anticipated to increase in 2019 and 2020 and then return to historic levels of less than $1.5 million per year thereafter. Working capital requirements were estimated to approximate 10% (2017 – 15%) of annual sales throughout the forecast period. Using a weighted cost of capital approach, the Company applied a discount rate of 11.6% (2017 – 15.5%) to determine the present value of the projected cash flows and then deducted 1.25% (2017 - 3%) for estimated costs to sell. 

The Company supplemented the discounted cash flow analysis by considering transactions multiples over the past five years and current trading multiples for broadly comparable public company businesses with similar operations within the same industry to the resulting sales multiple of the OnSite CGU from the discounted cashflow approach (1.2 times (2017 – 2.2) trailing 12 months revenues) which was within the low end of the range due the significantly smaller size of the Company’s operations relative to some of these public companies comparables.

The sales and operations of the OnSite Generation CGU constitutes approximately half of the Company’s current sales and operations. Accordingly, the Company also compared the enterprise value of the OnSite Generation CGU against the Company’s overall market capitalization and the implied valuation of its Power Systems CGU and the respective revenue multiples. The revenue multiple for the Company as a whole was 2.5 times (2017 - 3.1) trailing 12 months revenues, the implied revenue multiple for the Power Systems CGU was 4.5 times (2017 - 3.8) trailing 12 months revenue and the implied revenue multiple for the OnSite Generation CGU was 1.2 times (2017 - 2.2) trailing 12 months revenue. Management believes all of these multiples are within the low end of the range when compared to multiples of broadly comparable public companies in the hydrogen fuel cell industry.

As the valuation techniques used by the Company require the use of unobservable inputs, the recoverable amount of the Company’s OnSite Generation CGU is classified within Level 3 of the fair value hierarchy. 

No impairment charges arose as a result of the reviews in either 2018 or 2017.   Reasonably possible changes in key assumptions in the discounted cash flow approach would not cause the recoverable amount of the OnSite Generation CGU to fall below its carrying value. The recoverable amount would equal its carrying value if a revenue multiple of 0.5 times (2017 - 0.3) revenue was used.

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Trade and Other Payables

12 Months Ended

Dec. 31, 2018

Trade and other payables [abstract]

Trade and Other Payables

Note 16– Trade and Other Payables

Accounts payable and accrued liabilities are as follows:

At December 31,	2018		2017
Trade accounts payable	$	3,952	$	4,612
Accrued payroll and related compensation		2,292		2,645
Supplier accruals		2,584		2,126
Accrued professional fees		206		224
Other		34		129
Total accounts payable and accrued liabilities	$	9,068	$	9,736

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Financial Liabilities

12 Months Ended

Dec. 31, 2018

Financial Liabilities [abstract]

Financial Liabilities

Note 17 – Financial Liabilities

Financial liabilities are as follows:

At December 31,	2018		2017
Current portion of long-term debt – Export Development Canada (note 20)	$	1,983	$	2,470
Current portion of long-term debt – Province of Ontario (note 20)		628		622
Warrants		11		409
Deferred share unit liability (note 22)		730		1,406
Current portion of capital lease (note 20)		7		6
Total financial liabilities	$	3,359	$	4,913

Warrants

On November 4, 2016, concurrent with a new loan agreement with Export Development Canada (“EDC”), the Company issued 200,575 share purchase warrants. Each warrant was exercisable for one common share of the Company at an exercise price of US$6.85 per common share. The warrants were transferrable and were scheduled to expire on November 4, 2021. The proceeds of the loan (net of transaction costs) were allocated between the fair value of the warrant liability and the debt. These warrants include anti-dilution provisions, and as a result were accounted for as a financial liability with changes in fair value reflected in the consolidated statements of operations and comprehensive loss. These warrants were exercised on December 1, 2017 for cash proceeds of $1,374 which together with the associated warrant liability of $592 are reflected in the statements of changes in equity.

On May 8, 2015, concurrent with a new loan agreement with a syndicate of lenders, the Company issued 250,000 share purchase warrants.  Each warrant was exercisable for one common share of the Company at an exercise price of US$15.00 per common share. The warrants are non-transferrable and expire on May 6, 2019. As a result of this issuance, the fair market value of these warrants of $885 was included in other finance (losses) gains. These warrants include anti-dilution provisions, and as a result are accounted for as a financial liability with changes in fair value reflected in the consolidated statements of operations and comprehensive loss. On December 16, 2015, as a result of the public offering, the exercise price of the warrants was reduced to US$10.85 per common share.

The fair value of the outstanding warrants was determined using the Black-Scholes option pricing model with the following weighted average assumptions:

At December 31,	2018		2017
Risk-free interest rate (%)		1.86%		1.68%
Expected volatility (%)		60.1%		55.3%
Expected life in years		0.35		0.38
Expected dividend		Nil		Nil

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Provisions

12 Months Ended

Dec. 31, 2018

Warranty provision [abstract]

Provisions

Note 18–  Provisions

Changes in the Company’s aggregate provisions are as follows:

	Warranty		Startup and commissioning		Total
At January 1,	$	2,095	$	625	$	2,720
Additional provisions		1,994		726		2,720
Utilized during the year		(906)		(784)		(1,690)
Unused amounts reversed		(781)		(12)		(793)
Foreign currency translation		(75)		(31)		(106)
Total provision at December 31, 2018		2,327		524		2,851
Less current portion		(1,636)		(405)		(2,041)
Long-term provision at December 31, 2018	$	691	$	119	$	810
	Warranty		Startup and commissioning		Total Restated (Note 5)
At January 1,	$	2,062	$	824	$	2,886
Additional provisions		1,192		1,087		2,279
Utilized during the year		(639)		(1,358)		(1,997)
Unused amounts reversed		(734)		–		(734)
Foreign currency translation		214		72		286
Total provision at December 31, 2017		2,095		625		2,720
Less current portion		(1,174)		(570)		(1,744)
Long-term provision at December 31, 2017	$	921	$	55	$	976

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Lines of Credit and Bank Guarantees

12 Months Ended

Dec. 31, 2018

Disclosure of credit risk exposure [abstract]

Lines of Credit and Bank Guarantees

Note 19– Lines of Credit and Bank Guarantees

At December 31, 2018, the Company’s subsidiary in Belgium (the “Borrower”) had a joint credit and operating line facility of €7,000 (the “Credit Facility”), which renews annually in April upon review. Under the Credit Facility, the Borrower may borrow up to a maximum of 75% of the value of awarded sales contracts, approved by the Belgian financial institution, to a maximum of €500; and may also borrow up to €1,500 for general business purposes, provided sufficient limit exists under the overall facility limit of €7,000. Of the €7,000 facility, €2,175 or approximately $2,491 was drawn as standby letters of credit and bank guarantees and €Nil was drawn as an operating line. At December 31, 2018, the Company had availability of €6,321 or approximately $7,234 (December 31, 2017 – $4,377) under the Credit Facility totaling €4,321, or approximately $4,945, for use as letters of credit and bank guarantees and totaling €2,000, or approximately $2,289, as an operating line.

The Credit Facility bears interest at EURIBOR plus 1.45% per annum and is secured by a €1,000 secured first charge covering all assets of the Borrower. The credit facility contains a negative pledge precluding the Borrower from providing security over its assets. Additionally, the Borrower is required to maintain a solvency covenant, defined as equity plus current account (intercompany account with the parent company), divided by total liabilities of not less than 25% and ensure that its intercompany accounts with parent company do not fall below a defined level. At December 31, 2018, the Borrower was in compliance with these covenants.

At December 31, 2018, the Company also had a Canadian credit facility of $2,199 with no expiration date for use only as letters of credit and bank guarantees. AtDecember 31, 2018,  $399 was drawn as standby letters of credit and bank guarantees. At December 31, 2018, the Company had $1,800  (December 31, 2017 – $2,391) available under this facility.

These letters of credit and bank guarantees relate primarily to obligations in connection with the terms and conditions of the Company’s sales contracts. The standby letters of credit and letters of guarantee may be drawn on by the customer if the Company fails to perform its obligations under the sales contracts.

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Other Non-current Liabilities

12 Months Ended

Dec. 31, 2018

Other Non-current Liabilities [abstract]

Other Non-current Liabilities

Note 20– Other Non-current Liabilities

Other non-current liabilities are as follows:

At December 31,	2018		2017
Long-term debt – Export Development Canada (i)	$	5,958	$	8,344
Long-term debt – Province of Ontario (ii)		2,091		2,896
Non-current post-retirement benefit liabilities (iii)		247		330
Capital lease		33		44
Total		8,329		11,614
Less current portion of long-term debt – EDC  (note 17)		(1,983)		(2,470)
Less current portion of long-term debt – Province of Ontario (note 17)		(628)		(622)
Less current portion of capital lease (note 17)		(7)		(6)
Total other non-current liabilities	$	5,711	$	8,516

(i) Long-term debt – Export Development Canada (“EDC”)

In the fourth quarter of 2016, the Company entered into a loan agreement with EDC for a five-year facility of $9,000.  

The loan is structured as a five-year term loan with quarterly interest payments calculated at an annual interest rate of U.S. prime plus 10%, declining to U.S. prime plus 5% to 7% if certain annual earnings before interest, taxes, depreciation and amortization thresholds are met. The loan is secured by a second charge over the assets located within Canada. Commencing March 31, 2017, the loan principal is subject to four quarterly repayments of $250 followed by 16 quarterly repayments of $500. There is an option to prepay a portion of, or the entire loan at any time, subsequent to March 31, 2017.

The amortized cost of this loan at December 31, 2018 was $5,958 (December 31, 2017 – $8,344). Total interest expense for the year ended December 31, 2018 was $1,133 (December 31, 2017 – $1,306). For the year ended December 31, 2018, accretion of deferred financing fees of $57 has been included in interest expense (December 31, 2017 – $102).

The change in carrying value of this liability was as follows:

	2018		2017
At January 1,	$	8,344	$	8,625
Principal repayments during the year		(2,250)		(750)
Interest payments during the year		(1,370)		(1,093)
Interest accretion during the year		1,133		1,306
Revaluation of variable rate long-term debt (note 28)		101		256
At December 31,	$	5,958	$	8,344

(ii) Long-term debt – Province of Ontario

In 2011, the Company entered into a loan agreement with the Province of Ontario’s Ministry of Economic Development and Trade, Strategic Jobs and Investment Fund for funding up to C$6,000. Each draw on the loan is calculated based on 50% of eligible costs to a maximum of C$1,500 per disbursement. Eligible costs had to be incurred between October 1, 2010 and September 30, 2015.

After this five-year period, the loan bears interest at a rate of 3.67% and will require repayment at a rate of 20% per year of the outstanding balance for the five years subsequent to the sixth anniversary of the first disbursement. There is no availability remaining under this facility at December 31, 2018.

The loan is collateralized by a general security agreement covering assets of Hydrogenics Corporation. Additionally, the Corporation is required to maintain a minimum balance of cash in Canadian dollars in a Canadian financial institution at all times. The Company was in compliance with this covenant at December 31, 2018.

The change in carrying value of this liability was as follows:

	2018		2017
At January 1,	$	2,896	$	3,239
Principal repayments during the year		(870)		(888)
Interest payments during the year		(128)		(181)
Interest accretion during the year		416		503
Foreign currency translation		(223)		223
At December 31,	$	2,091	$	2,896

(iii) Post-retirement benefit liabilities

The liability relates to defined contribution pension plans in Belgium and is payable in euros.Applicable law states that in the context of defined contribution plans, the employer must guarantee a minimum return of 3.75% on employee contributions and 3.25% on employer contributions.  The minimum guaranteed return for defined contributions plans in Belgium results in the employer being exposed to financial risk for the legal obligation to pay further contributions if the fund does not hold sufficient assets to meet the minimum guaranteed return.

The change in carrying value of this liabilitywas as follows:

	2018		2017
At January 1,	$	330	$	377
Current service and net interest cost		122		153
Employer contributions in the year		(122)		(153)
Re-measurement of actuarial liability		(70)		(99)
Foreign currency translation		(13)		52
At December 31,	$	247	$	330
	2018		2017
Plan assets	$	1,777	$	1,716
Accrued benefit obligation		(2,024)		(2,046)
Net defined benefit obligation	$	(247)	$	(330)

The Company has estimated the post-retirement benefit liabilities of $247 at December 31, 2018, using an actuarial measurement.

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Share Capital

12 Months Ended

Dec. 31, 2018

Share Capital [abstract]

Share Capital

Note 21– Share Capital

Common shares

The authorized share capital of the Company consists of an unlimited number of common shares, with no par value, and an unlimited number of preferred shares in series, with no par value.

	2018			2017
	Number	Amount		Number	Amount
Balance at January 1,	15,436,879	$	387,746	12,544,960	$	365,923
Adjustment for partial shares on share consolidation	–		–	(1)		–
Issuance of common shares	–		–	2,682,742		19,725
Warrants exercised (note 17)	–		–	200,575		1,966
Issuance of common shares on vesting   of performance share units (note 22)	4,204		96	4,203		96
Issuance of common shares on exercise   of stock options (note 22)	6,400		69	4,400		36
At December 31,	15,447,483	$	387,911	15,436,879	$	387,746

Common share issuance

On April 28, 2017, the Company and Fuzhou Bonded Zone Hejili Equity Investment Limited Partnership (“Hejili”) entered into a subscription agreement to issue 2,682,742 common shares of Hydrogenics to Hejili on a private placement basis, for gross proceeds to Hydrogenics of $21,000 or approximately $7.83 per common share. The subscription price represented a 10% premium to the 20-day volume-weighted average trading price of the Company’s common shares on the NASDAQ for the period ending April 27, 2017.

The transaction closed on June 27, 2017 and the Company received net proceeds of $19,725 after underwriting fees and expenses of $1,275. Subsequent to closing of the private placement, Hejili’s interest in Hydrogenics was approximately 17.6% of total issued common shares.

The subscription agreement provides, among other things, that Hejili has participation rights on future offerings and the right to nominate one director to the board of directors of Hydrogenics, and that Hejili will be subject to certain restrictions, including lock-up, transfer and voting restrictions, subject, in each case, to certain ownership threshold requirements. The subscription agreement also provides that Hejili will cooperate with Hydrogenics to jointly develop the Chinese market for hydrogen, energy storage and fuel cell products.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2018

Disclosure of terms and conditions of share-based payment arrangement [abstract]

Stock-Based Compensation

Note 22 – Stock-Based Compensation

Under the Hydrogenics Omnibus Incentive Plan adopted in 2012, the Corporation may issue stock options, RSUs and PSUs to employees, directors and consultants as part of a long-term incentive plan. Stock options were previously granted under the Corporation’s Stock Option Plan.

Under the Company’s previous Stock Option Plan, 234,976 stock options were outstanding at December 31, 2018.  No further stock options may be issued under the Corporation’s Stock Option Plan.

Effective May 11, 2018, the Company amended the Omnibus Incentive Plan to increase the number of shares available for issuance to 1,308,032 from 1,002,069. The shareholders’ resolution was passed on May 11, 2018.  

Of the 1,308,032 shares available under the Omnibus Incentive Plan, to be issued as stock options, RSUs and PSUs,  618,113have been granted as stock options,  202,707 have been granted as RSUsand were outstanding at December 31, 2018.  In addition, 12,609 previously issued PSU’s had fully vested as of December 31, 2018. The Corporation has 474,603 of share units available for issue as stock options, RSUs and PSUs under the Omnibus Incentive Plan at December 31, 2018.

Stock options

A summary of the Company’s stock option plan is as follows:

	2018			2017
		Weighted			Weighted
			average		average
	Number of	exercise price		Number of	exercise price
	shares	C$		shares	C$
Balance at January 1,	762,173	$	7.99	628,636	$	7.97
Granted	111,621		11.23	141,268		8.56
Exercised	(6,400)		8.05	(4,400)		6.22
Forfeited	(9,280)		13.25	–		–
Expired	(5,025)		10.44	(3,331)		29.25
At December 31,	853,089	$	8.37	762,173	$	7.99

During the year ended December 31, 2018,  6,400(2017 – 4,400) stock options were exercised resulting in cash proceeds of $40  (2017 – $20), an increase in equity of $69  (2017–  $36) with an offset to contributed surplus of $29  (2017 – $16).

During the year ended December 31, 2018,  111,621  (2017 – 141,268) stock options were granted with an average fair value of C$11.23 per option (2017–  $8.56).  All options are for a term of ten years from the date of grant and vest over four years unless otherwise determined by the Board of Directors.  The fair value of the stock options was determined using the Black-Scholes option pricing model with the following weighted average assumptions:

	2018		2017
Risk-free interest rate	2.12	%	1.34	%
Expected volatility	64.3	%	64.6	%
Expected life in years	7		6
Expected dividend	Nil		Nil

Expected volatility was determined using the historical volatility for the Company’s share price for the sevenyears prior to the date of grant, as this is the expected life of the stock options.

Stock-based compensation expense for the year ended December 31, 2018, related to stock options, was $539(2017 – $444) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

The following table summarizes information about the Company’s stock options as of December 31, 2018:

Grant date	Expiry date	Total  number  of options	Weighted  average  remaining  contractual  life (in  years)	Exercise  Price  C$		Number  of vested  options	Weighted  average  remaining  contractual  life (in  years)	Exercise  Price  C$
March 27, 2009	March 27, 2019	5,284	0.24		13.25	5,284	0.24	$	13.25
April 6, 2010	April 5, 2020	19,787	1.26		4.91	19,787	1.26		4.91
March 31, 2011	March 31, 2021	83,000	2.25		6.96	83,000	2.25		6.96
June 8, 2011	June 8, 2021	126,905	2.44		5.03	126,905	2.44		5.03
May 10, 2012	May 11, 2022	157,871	3.36		6.25	157,871	3.36		6.25
November 19, 2012	November 19, 2022	39,476	3.89		6.60	39,476	3.89		6.60
March 21, 2013	March 21, 2023	15,000	4.22		8.10	15,000	4.22		8.10
March 26, 2015	March 25, 2025	56,821	6.23		16.14	42,616	6.23		16.14
March 30, 2016	March 31, 2026	96,056	7.25		10.53	48,028	7.25		10.53
March 14, 2017	March 14, 2027	141,268	8.20		8.56	35,317	8.20		8.56
March 13, 2018	March 13, 2028	90,836	9.20		11.41	–	9.20		11.41
June 1, 2018	June 1, 2028	20,785	9.42		10.45	–	9.42		10.45
		853,089	5.29	$	8.37	573,284	5.29	$	8.37

Performance Share Units (“PSUs”)

Under the Hydrogenics Omnibus Incentive Plan adopted in 2012, the Company may issue performance based share units to employees, directors and consultants. Pursuant to the Hydrogenics Omnibus Incentive Plan, participants may be granted a portion of their long-term incentive plan in the form of PSUs instead of RSUs and stock options. A PSU is a unit, equivalent in value to a common share of the Company.  Each PSU entitles the participant to receive a cash payment or common shares, at the option of the Company. The fair value of the PSUs is recognized as a compensation expense and is pro-rated over the expected vesting period with the offsetting increase to contributed surplus.  Fair value is calculated as the market value of the common share at the date of grant.  Each PSU is subject to vesting performance conditions. The Company estimates the length of the expected vesting period at the grant date, based on the most likely outcome of the performance conditions.  The Company will revise its estimate of the length of the vesting period, if necessary, if subsequent information indicates that the length of the vesting period differs from previous estimates and any change to compensation cost will be recognized in the period in which the revised estimate is made. Forfeitures are estimated at the grant date and are revised to reflect a change in expected or actual forfeitures. The expiry date of PSUs granted is five years from the date of award.

A summary of the Company’s PSU activity is as follows:

	2018	2017
Balance at January 1,	191,366	195,569
Expired	(187,162)	–
Vested – share issuance	(4,204)	(4,203)
At December 31,	–	191,366

Stock-based compensation expense for the year ended December 31, 2018, related to PSUs, was $6(2017 – $31) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

Equity-settled Restricted Share Units (“RSUs”)

An RSU is a unit equivalent in value to a common share of the Company. The RSUs will be settled by issuance of shares in the Company. The cost of the Company’s RSUs is determined using the cliff vesting method and is charged to selling, general and administrative expenses. RSUs vest three years from grant date.  The fair value of each grant of RSUs is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, included in selling, general and administrative expenses, is based on the fair value of the awards granted is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus.

A summary of the Company’s RSU activity is as follows:

	2018	2017
Balance at January 1,	133,184	52,483
RSUs issued	69,523	80,701
At December 31,	202,707	133,184

Stock-based compensation expense for the year ended December 31, 2018, related to RSUs, was $412(2017 – $267) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

Deferred Share Units (“DSUs”)

The Company has a deferred share unit plan for directors. Pursuant to the DSU Plan, non-employee directors are entitled to receive all or any portion of their annual cash retainer and meeting fees in the form of DSUs instead of cash.  A DSU is a unit, equivalent in value to a common share of the Company.  Each DSU entitles the participant to receive a cash payment upon termination of directorship, valued at the price of the Company’s common shares on the TSX on the date of termination.  Compensation cost for DSUs granted under the DSU plan is recorded as an expense with a corresponding increase in accrued liabilities and is measured at fair value.  The DSU liability is marked-to-market each reporting period with the offset recorded in selling, general and administrative expenses.

A summary of the Company’s DSU activity is as follows:

	2018			2017
	Number		Amount	Number		Amount
Balance at January 1,	125,949	$	1,406	106,506	$	456
DSU compensation expense	21,222		145	20,277		174
DSU cancellation	–		–	(834)		(9)
DSU fair value adjustments	–		(821)	–		785
At December 31,	147,171	$	730	125,949	$	1,406

For the year ended December 31, 2018, the Company recognized $145  (2017 – $165) as expense for the issue of new DSUs (net of cancellations) and a recovery of $821  (2017 – expense of $785) for the mark-to-market adjustment on the liability.

The DSU liability at December 31, 2018 of $730  (2017 – $1,406) was included in financial liabilities. DSUs vest immediately on the date of issuance.

Summary of stock-based compensation expense (recovery)

Years ended December 31,	2018		2017
Stock-based compensation expense - stock options	$	539	$	444
Stock-based compensation expense - PSU		6		31
Stock-based compensation expense - RSU (equity-settled)		412		267
Subtotal stock based compensation expense		957		742
DSU - new issuance (net of cancellations)		145		165
DSU - mark-to-market adjustment		(821)		785
Subtotal stock-based compensation expense - DSU		(676)		950
Total	$	281	$	1,692

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Selling, General and Administrative Expenses

12 Months Ended

Dec. 31, 2018

Selling, general and administrative expense [abstract]

Selling, General and Administrative Expenses

Note 23 – Selling, General and Administrative Expenses

Year ended December 31,	2018		2017
			Restated (Note 5)
Salaries and benefits, office administration and other expenses	$	10,812	$	11,480
Depreciation (note 13)		454		397
Amortization (note 14)		66		57
Stock-based compensation - stock options, PSU and RSU (note 22)		957		742
Stock-based compensation - DSU (note 22)		(676)		950
Total	$	11,613	$	13,626

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Research and Product Development Expenses

12 Months Ended

Dec. 31, 2018

Research and Product Development Expenses [abstract]

Research and Product Development Expenses

Note 24– Research and Product Development Expenses

Research and product development expenses are recorded net of non-repayable third-party program funding received or receivable. For the years ended December 31, 2018 and 2017, research and product development expenses and non-repayable program funding, which have been received or receivable, are as follows:

Year ended December 31,	2018		2017
Research and product development expenses	$	12,023	$	8,812
Government research and product development funding		(4,537)		(2,436)
Total	$	7,486	$	6,376

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Key Management Compensation

12 Months Ended

Dec. 31, 2018

Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [abstract]

Key Management Compensation

Note 25 – Key Management Compensation

Key management includes the Company’s directors and key executive members.

Year ended December 31,	2018		2017
Salaries and short-term employee benefits	$	2,286	$	1,873
Stock-based compensation
DSUs		145		165
Stock options		598		561
RSUs		601		533
PSUs		30		–
Total	$	3,660	$	3,132

Stock-based compensation represents fair value of amounts granted during the year.

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Expenses by Nature

12 Months Ended

Dec. 31, 2018

Expenses by nature [abstract]

Expenses by Nature

Note 26– Expenses by Nature

The following expenses are included in cost of sales; selling, general and administrative expenses; and gross research and product development expenses.

Year ended December 31,	2018		2017
			Restated (Note 5)
Raw materials and consumables used	$	23,162	$	32,818
Employee benefits (note 27)		17,857		18,497
Facilities		2,942		2,683
Professional services		1,311		1,220
Depreciation and amortization (note 13, 14)		706		672
Shareholder and other corporate communications		395		479
Insurance		502		504
Marketing		581		499
Other		1,351		1,503
Total	$	48,807	$	58,875

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Employee Benefits Expense

12 Months Ended

Dec. 31, 2018

Employee Benefits Expense [abstract]

Employee Benefits Expense

Note 27– Employee Benefits Expense

The following employee benefits expenses are included in cost of sales; selling, general and administrative expenses and research and development expenses.

Year ended December 31,	2018		2017
			Restated (Note 5)
Salaries and wages	$	16,461	$	15,790
Stock-based compensation (including equity-settled RSUs & PSUs), (note 22)		957		742
Medical, dental and insurance		415		346
Pension costs		326		270
Stock-based compensation – DSUs (note 22)		(676)		950
Other		374		399
Total	$	17,857	$	18,497

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Other Finance Gains and Losses, Net

12 Months Ended

Dec. 31, 2018

Gains (losses) on financial instruments [abstract]

Other Finance Gains and Losses, Net

Note 28– Other Finance Gains and Losses, Net

Components of other finance gains and losses, net are as follows:

Year ended December 31,	2018		2017
Revaluation of variable rate long-term debt – EDC (note 20)	$	(101)	$	(256)
Gain (loss) from change in fair value of outstanding warrants (note 17)		398		(675)
Total	$	297	$	(931)

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Income Taxes

12 Months Ended

Dec. 31, 2018

Income Taxes [abstract]

Income Taxes

Note 29– Income Taxes

The Corporation had net losses for the periods ended December 31, 2018 and 2017 and income tax expense was $300 and $nil for each of these years, respectively.

The estimated income tax rate for the Company is based on substantively enacted corporate tax rates, expected timing of reversals, and expected taxable income allocation to various tax jurisdictions.

The Company’s computation of income tax expense is as follows:

Years ended December 31,	2018		2017
			Restated (Note 5)
Loss before income taxes	$	(13,039)	$	(10,766)
Statutory income tax rate		25%		25%
Income tax recovery at statutory rates		(3,260)		(2,692)
Non-deductible expenses		302		94
Withholding tax		300		–
Tax losses and other temporary differences not recognized		3,244		2,622
Income taxes at different rates in foreign and other provincial jurisdictions		(233)		(256)
Other		(53)		231
Total	$	300	$	–

At December 31, 2018, the Company has available income tax loss carry-forwards of $109,953 that may be used to reduce taxable income in future years, in certain jurisdictions, expiring as follows:

For the years ended	2018		2017
2024	$	118	$	118
2025		244		244
2026		512		512
2027		14		14
2028		1		1
2029		517		517
2030		7,208		7,208
2031		6,243		6,432
2032		5,524		5,706
2033		–		–
2034		4,814		4,680
2035		5,798		6,238
2036		5,237		5,411
2037		4,789		4,853
2038		6,177		–
No expiry		62,757		61,518
Total	$	109,953	$	103,452

Components of the Company’s tax benefit of deductible temporary differences and unused tax losses are:

Year ended December 31,	2018		2017
Non-capital losses	$	30,508	$	30,984
Investment tax credits		1,649		1,349
Scientific research and experimental development		745		745
Property, plant and equipment and intellectual property		1,592		1,406
Provisions		200		131
Other		850		669
Total	$	35,544	$	35,283

No deferred income tax asset has been recognized in respect of the $35,544 of losses and other temporary differences, reflecting the Company’s uncertainty associated with the realization of deferred income tax assets.

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Net Loss Per Share

12 Months Ended

Dec. 31, 2018

Net Loss Per Share [abstract]

Net Loss Per Share

Note 30– Net Loss Per Share

The loss per share for the years ended December 31, 2018 and 2017 was as follows:

Year ended December 31,	2018		2017
Net loss	$	(13,339)	$	(11,140)
Change in accounting policy (note 5)		–		374
Net loss, restated		(13,339)		(10,766)
Weighted average number of shares outstanding – basic		15,441,947		13,947,636
Dilutive effect of stock options		–		–
Dilutive effect of warrants		–		–
Weighted average number of shares outstanding – diluted		15,441,947		13,947,636
Net loss per share – basic and diluted	$	(0.86)	$	(0.77)

No effect has been given to the potential exercise of stock options and warrants in the calculation of diluted net loss per share, as their impact would be anti-dilutive.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies [abstract]

Commitments and Contingencies

Note 31 – Commitments and Contingencies

Forgivable loan facility

In November 2014, Hydrogenics entered into an agreement with the IESO to provide a 2.5MW Power-to-Gas storage unit to the Province of Ontario. The target in-service period for the IESO Regulation Services contract was the second quarter of 2018. The contract was assigned to the joint venture 2562961 Ontario Ltd. in 2017. The joint venture will receive a total of C$2,950, paid in equal monthly instalments, in return for IESO’s use of the energy storage solution over the  initial three-year period commencing with commissioning. The Power-to-Gas storage unit is estimated to have a potential 20-year life.

In order to partially fund the development of the unit, Hydrogenics and the Province of Ontario, through the Ministry of Research and Innovation (“MRI”), negotiated a C$4,000 forgivable loan from the Innovation Demonstration Fund Program (“IDF”). The loan bears interest at 3.23%, is expected to mature on June 30, 2020 and the principal and interest are forgivable upon the satisfaction of certain criteria.

The forgiveness of the principal and interest on the loan is contingent on a final commercialization report satisfactory to MRI, indicating successful commissioning and verification of the operation of the multi-stack 2.5MW PEM electrolyzer and demonstrated performance capabilities that would be deemed acceptable for ancillary service as per the IESO specifications. The unit achieved acceptance by IESO in May 2018. The final commercialization report is expected to be delivered in 2019. The forgivable loan has been accounted for as a government grant as management estimates there is reasonable assurance that the terms of forgiveness will be met.

	December 31,
	2018
Total cumulative cost of 2.5MW Power-To-Gas unit	$	8,792
Funding received from the IDF (C$4,000)		(2,941)
Cumulative costs transferred to the joint venture (note 12)		(3,402)
Foreign exchange loss on disposal		(117)
Costs recorded as research and product development costs		(2,332)
Costs remaining to be transferred to the joint venture	$	-

Rental expenses

The Company incurred rental expenses of $1,221 under operating leases in 2018  (2017 – $1,120). The Company has future minimum lease payments under operating leases relating to premises, office equipment and vehicles as follows:

For the years ended
2019	$	1,088
2020		885
2021		724
2022		387
2023		290
Thereafter		560
Total	$	3,934

The Company leases various premises, office equipment and vehicles under non-cancellable operating lease agreements. The lease agreements are classified as non-cancellable, as penalties are charged if cancellation does occur. Certain leases contain purchase option clauses, which provide the Company with the ability to purchase the equipment or automobile at fair value at the time of exercise. The leases have varying terms, escalation clauses and renewal rights.

Indemnification agreements

The Company has entered into indemnification agreements with its current and former directors and officers to indemnify them, to the extent permitted by law, against any and all charges, costs, expenses, amounts paid in settlement, and damages incurred by the directors and officers as a result of any lawsuit or any other judicial, administrative or investigative proceeding in which the directors and officers are sued as a result of their service.

These indemnification claims will be subject to any statutory or other legal limitation period. The nature of the indemnification agreements prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. The Company has purchased directors’ and officers’ liability insurance. No amount has been recorded in the consolidated financial statements with respect to these indemnification agreements, as the Company is not aware of any claims.

In the normal course of operations, the Company may provide indemnification agreements, other than those listed above, to counterparties that require the Company to compensate them for costs incurred as a result of changes in laws and regulations or as a result of litigation claims or statutory sanctions that may be suffered by the counterparty as a consequence of the transaction. The terms of these indemnification agreements will vary based on the contract. The nature of the indemnification agreements prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. No amount has been recorded in the consolidated financial statements with respect to these indemnification agreements, as the Company is not aware of any claims.

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Related Party Transactions

12 Months Ended

Dec. 31, 2018

Disclosure of transactions between related parties [abstract]

Related Party Transactions

Note 32– Related Party Transactions

In the normal course of operations, the Company subcontracts certain manufacturing functions to a company owned by a family member of an executive officer and Director of the Company.  During 2018, Hydrogenics made purchases of $467  (2017–  $646) from this related company.  At December 31, 2018, the Company had an accounts payable balance due to this related party of $21  (2017 – $8).

The Company holds an equity investment in the joint venture 2562961 Ontario Ltd., related to the energy storage facility project with Enbridge Gas Distribution. During the year ended December 31, 2018 the Company transferred assets to the joint venture of $1,372 (2017 – $2,030) and at the end of December 31, 2018 the Company had a receivable of $196 (2017 – $nil) owing from the joint venture. 

The Company holds an equity investment in the joint venture Kolon Hydrogenics. The Company had no transactions with the joint venture in either 2018 or 2017.

All related party transactions involve the parent company. There are no related party transactions to disclose for the Company’s subsidiaries.

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Consolidated Statements of Cash Flows

12 Months Ended

Dec. 31, 2018

Consolidated Statements of Cash Flows [abstract]

Consolidated Statements of Cash Flows

Note 33– Consolidated Statements of Cash Flows

Components of the net change in non-cash operating assets and liabilities are as follows:

Year ended December 31,	2018		2017
			Restated (Note 5)
Decrease (increase) in current assets
Trade and other receivables	$	1,834	$	(4,013)
Contract assets		921		(1,006)
Inventories		(2,497)		3,343
Prepaid expenses		(603)		(152)
Increase (decrease) in current liabilities
Trade and other payables, including provisions		(1,164)		1,616
Contract liabilities		2,260		(282)
Deferred funding		999		271
Total	$	1,750	$	(223)

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Segmented Financial Information

12 Months Ended

Dec. 31, 2018

Segmented Financial Information [abstract]

Segmented Financial Information

Note 34– Segmented Financial Information

The Company’s two reportable segments include OnSite Generation and Power Systems. Segmentation is based on the internal reporting and organizational structure, taking into account the different risk and income structures of the key products and production processes of the Company.  Where applicable, corporate and other activities are reported separately as Corporate and Other.  OnSite Generation includes the design, development, manufacture and sale of hydrogen generation products. Power Systems includes the design, development, manufacture and sale of fuel cell products

Financial information by reportable segment for the years ended December 31, 2018 and 2017 was as follows:

	OnSite		Power		Corporate
Year ended December 31, 2018	Generation		Systems		and Other		Total
Revenue transferred at a point in time	$	17,463	$	12,152	$	–	$	29,615
Revenue transferred over time		845		3,436		–		4,281
Revenues from external customers		18,308		15,588		–		33,896
Gross profit		2,648		6,077		–		8,725
Selling, general and administrative expenses		2,959		4,276		4,378		11,613
Research and product development expenses		2,927		4,495		64		7,486
Segment loss		(3,238)		(2,694)		(4,442)		(10,374)
Loss in joint venture		–		–		(1,637)		(1,637)
Interest expense, net		–		–		(1,469)		(1,469)
Foreign currency gains, net		–		–		144		144
Other finance gains, net		–		–		297		297
Loss before income taxes	$	(3,238)	$	(2,694)	$	(7,107)		(13,039)

	OnSite		Power		Corporate
Year ended December 31, 2017	Generation		Systems		and Other		Total
Revenue transferred at a point in time	$	24,385	$	19,393	$	–	$	43,778
Revenue transferred over time		883		3,454				4,337
Revenues from external customers		25,268		22,847		–		48,115
Gross profit		3,663		8,015		–		11,678
Selling, general and administrative expenses		3,381		4,321		5,924		13,626
Research and product development expenses		1,275		4,996		105		6,376
Segment loss		(993)		(1,302)		(6,029)		(8,324)
Loss in joint venture		–		–		(334)		(334)
Interest expense, net		–		–		(1,812)		(1,812)
Foreign currency gains, net		–		–		635		635
Other finance losses, net		–		–		(931)		(931)
Loss before income taxes	$	(993)	$	(1,302)	$	(8,471)		(10,766)

Revenue, cost of sales and selling, general and administrative expenses for the comparative year have been restated to reflect the retrospective application of IFRS 15 adopted effective January 1, 2018. See Note 5.

Balance sheet information by reportable segment at December 31, 2018 and 2017 was as follows:

	OnSite		Power		Corporate
At December 31, 2018	Generation		Systems		and Other		Total
Cash and cash equivalents and restricted cash	$	5,343	$	162	$	3,232	$	8,737
Trade and other receivables		1,949		4,779		–		6,728
Contract assets (current and non-current)		1,678		4,545		–		6,223
Inventories		6,324		10,850		–		17,174
Prepaid expenses		368		1,353		239		1,960
Investment in joint ventures		–		–		1,644		1,644
Property, plant and equipment		272		2,595		–		2,867
Goodwill and intangibles		4,427		10		154		4,591
Total Assets	$	20,361	$	24,294	$	5,269	$	49,924
Current liabilities	$	12,039	$	15,408	$	3,346	$	30,793
Non-current liabilities		1,180		3,575		3,415		8,170
Total Liabilities	$	13,219	$	18,983	$	6,761	$	38,963

	OnSite		Power		Corporate
At December 31, 2017	Generation		Systems		and Other		Total
Cash and cash equivalents and restricted cash	$	6,836	$	1,160	$	14,418	$	22,414
Trade and other receivables		4,936		3,800		–		8,736
Contract assets (current and non-current)		676		6,547		–		7,223
Inventories		8,045		7,003		–		15,048
Prepaid expenses		270		928		176		1,374
Investment in joint venture		–		–		2,797		2,797
Property, plant and equipment		329		3,545		–		3,874
Goodwill and intangibles		4,659		6		84		4,749
Total Assets	$	25,751	$	22,989	$	17,475	$	66,215
Current liabilities	$	11,400	$	14,538	$	4,356	$	30,294
Non-current liabilities		1,138		4,737		5,873		11,748
Total Liabilities	$	12,538	$	19,275	$	10,229	$	42,042

Assets and liabilities for the comparative year have been restated to reflect the retrospective application of IFRS 15 adopted effective January 1, 2018. See Note 5.

Property, plant and equipment are located in the following countries:

Year ended December 31,	2018		2017
Canada	$	2,497	$	3,371
Belgium		272		329
Germany		98		174
Total	$	2,867	$	3,874

Revenue from external customers by region was as follows:

Year ended December 31,	2018		2017
				Restated (Note 5)
Asia	$	12,514	$	24,120
European Union		10,891		16,917
North America		3,400		1,514
Eastern Europe		2,896		2,697
South and Central America		2,698		350
Africa		616		1,145
Middle East		456		1,037
Oceania and Caribbean		425		335
Total	$	33,896	$	48,115
Revenue by product type was as follows:
Year ended December 31,	2018		2017
				Restated (Note 5)
Sale of equipment	$	24,295	$	40,601
Spare parts and maintenance		6,267		5,662
Product development services		2,063		581
Exclusivity fees		1,271		1,271
Total revenues by product type	$	33,896	$	48,115
Revenue by market application was as follows:
Year ended December 31,	2018		2017
				Restated (Note 5)
Heavy duty motive	$	13,855	$	21,955
Back-up power		1,082		–
Technology solutions		1,397		850
Power to gas energy storage		1,086		8,069
Industrial hydrogen		14,259		16,578
Fueling stations		2,217		663
Total revenues by market application	$	33,896	$	48,115

Revenue for the largest customers as a percentage of the total revenue was as follows:

Year ended December 31,	2018		2017
First largest (Power segment)	13	%	21	%
Second largest (Power segment)	9	%	10	%
Third largest (Power segment)	5	%	8	%
Fourth largest (OnSite Generation segment)	5	%	7	%
All other customers	68	%	54	%
Total	100	%	100	%

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Risk Management Arising From Financial Instruments

12 Months Ended

Dec. 31, 2018

Risk Management Arising From Financial Instruments [abstract]

Risk Management Arising From Financial Instruments

Note 35– Risk Management Arising From Financial Instruments

Fair value

The carrying value of cash and cash equivalents, restricted cash, trade and other receivables, trade and other payables and contract assets, and contract liabilities approximates their fair value given their short-term nature. The carrying value of the non-current financial liabilities approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the market rates of interest is insignificant.

Fair value measurements recognized in the consolidated balance sheets must be categorized in accordance with the following levels:

(i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

(ii) Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

(iii) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value of the liabilities relating to the RSUs and DSUs is classified as Level 1.  The fair value of the warrants are classified as Level 2.

The Company has nottransferredany financial instruments between Levels 1, 2, or 3 of the fair value hierarchy during the year ended December 31, 2018.  

Financial instruments are classified under IFRS 9 into one of the following measurement categories:financial assets at FVPL; financial liabilities at FVPL; financial assets at amortized cost, financial liabilities at amortized cost, and financial assets at FVOCI.

The following table summarizes information regarding the measurement category of the Company’s financial instruments under IFRS 9 (and where different the previous measurement category under IAS 39) and their carrying amounts (which did not change as a result of the adoption of IFRS 9):

At December 31,	2018		2017
			Restated (Note 5)
Cash and cash equivalents	$	7,561	$	21,511
Restricted cash (current and non-current)		1,176		903
Restricted cash – non-current
Trade and other receivables, including contract assets		12,951		15,959
Financial assets at amortized cost (IAS 39 - Loans and receivables)	$	21,688	$	38,373
Trade and other payables	$	9,068	$	9,736
Long-term debt and repayable government contribution (current and non-current)		8,049		11,240
Operating borrowings		–		1,200
Contract liabilities, current and non-current		16,001		14,044
Capital lease		33		44
Financial liabilities at amortized cost (IAS 39 - Other financial liabilities)	$	33,151	$	36,264
DSU liability		730		1,406
Warrants		11		409
Financial liabilities at fair value through profit or loss	$	741	$	1,815

Liquidity risk

The Company has sustained losses and negative cash flows from operations since its inception.  At December 31, 2018, the Company had $7,561  (2017  – $21,511) of current unrestricted cash and cash equivalents.  Liquidity risk is the risk the Company will encounter difficulty in meeting its financial obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company is exposed to liquidity risk as it continues to have net cash outflows from its operations. The Company’s objective for liquidity risk management is to maintain sufficient liquid financial resources to fund the consolidated balance sheets, pursue growth and development strategies, and to meet commitments and obligations in the most cost-effective manner possible. The Company achieves this by maintaining sufficient cash and cash equivalents and managing working capital. The Company monitors its financial position on a monthly basis at minimum, and updates its expected use of cash resources based on the latest available data. Such forecasting takes into consideration the Company’s financing plans and compliance with internal targets. A significant portion of the Company’s financial liabilities is classified as current liabilities, as settlement is expected within one year.

There are uncertainties related to the timing and use of the Company’s cash resources and working capital requirements. These uncertainties include, among other things, the timing and volume of commercial sales and associated gross margin of our existing products and the development of markets for, and customer acceptance of, new products. The Company’s operations may not generate sufficient cash flow to fund our obligations. As such, these obligations will be funded out of existing and forecasted cash resources. Hydrogenics may need to take additional measures to increase its liquidity and capital resources, including obtaining additional debt or equity financing, pursuing joint-venture arrangements, equipment financings or other receivables financing arrangements. Hydrogenics may experience difficulty in obtaining satisfactory financing terms. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on Hydrogenics’ results of operations or financial condition. On December 21, 2018, the Company announced it had entered into a subscription agreement for gross proceeds of $20,520 as described in note 37.

The following table details the Company’s contractual maturity for its net financial liabilities. The information presented is based on the earliest date on which the Company can be required to pay and represents the undiscounted cash flow including principal and interest.

	Due in less		Due in 1-3		Due in 4-5
At December 31, 2018	than 1 year		years		years
Trade and other payables	$	9,068	$	–	$	–
DSU liability		730		–		–
Warrants		11		–		–
Long-term debt – Province of Ontario and EDC		3,760		6,493		7
Total	$	13,569	$	6,493	$	7

	Due in less		Due in 1-3		Due in 4-5
At December 31, 2017	than 1 year		years		years
Trade and other payables	$	9,736	$	–	$	–
DSU liability		1,406		–		–
Operating borrowings		1,200		–		–
Warrants		409		–		–
Long-term debt – Province of Ontario and EDC		4,653		7,243		3,123
Total	$	17,404	$	7,243	$	3,123

Credit risk

Credit risk arises from the risk one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk from customers. At December 31, 2018, the Company’s two largest customers accounted for 22% of revenue (31% at December 31, 2017) and 14% of accounts receivable (2017 – 48%).  In order to minimize the risk of loss for trade receivables, the Company’s extension of credit to customers involves a review and approval by senior management as well as progress payments as contracts are executed and in some cases, irrevocable letters of credit. The majority of the Company’s sales are invoiced with payment terms between 30 and 60 days. The Company’s objective is to minimize its exposure to credit risk from customers in order to prevent losses on financial assets by performing regular monitoring of overdue balances and to provide an allowance for potentially uncollectible accounts receivable.

The Company’s trade and other receivables have a carrying value of $3,313 at December 31, 2018  (2017  –$6,466), representing the maximum exposure to credit risk of those financial assets, exclusive of the loss allowance.

The aging of these receivables is as follows:

At December 31,	2018		2017
Not due	76	%	77	%
Less than 30 days past due	8		11
Less than 60 days past due, more than 30 days past due	1		1
More than 60 days past due	15		11
Total	100	%	100	%

The Company’s gross exposure to credit risk for trade receivables by geographic area at December 31 was as follows:

At December 31,	2018		2017
Europe	62	%	64	%
North America	5		4
Asia	31		30
Rest of world	2		2
Total	100	%	100	%

The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same type of contracts. The Company has therefore determined that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets. The loss allowance at January 1, 2018 was determined on a combined company wide basis follows for both trade receivables and contract assets based upon the Company’s historic default rates over the expected life of trade receivables and contract assets adjusted for forward looking estimates.

January 1, 2018:	Not yet due	Less than 31 days past due	31-60 days past due	More than 60 days past due	Total
Expected loss rate	0.01%	0.05%	0.21%	1.34%
Gross carrying amount	$           9,849	$              2,482	$               166	$            1,192	$         13,689
Loss allowance	$                  1	$                     1	$                   0	$                 16	$                18

The loss allowance for trade receivables and contract assets as at December 31, 2017 reconciled to the opening loss allowances on January 1, 2018 is as follows:

	Contract Assets	Trade and other receivables	Total
At December 31, 2017 under IAS 39	$               -	$         943	$         943
Write-off of amounts deemed uncollectible against gross receivables	-	(925)	(925)
Opening loss allowance as at January 1, 2018	$               -	$18	$18

The loss allowance at December 31, 2018 was determined as follows for both trade receivables and contract assets:

December 31, 2018:	Not yet due	Less than 31 days past due	31-60 days past due	More than 60 days past due	Total
Expected loss rate	0.1%	2.6%	3.1%	0.9%
Gross carrying amount	$             8,334	$                  529	$                  96	$                577	$           9,536
Loss allowance	$                    8	$                    14	$                    3	$                    5	$                30

Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. During the year the Company made no write-offs of trade receivables and does not expect to receive future cash flow or recoveries from collection of cash flows previously written off.

The Company may also have credit risk relating to cash and cash equivalents and restricted cash, which it manages by dealing with chartered Canadian, Belgian and German banks. The credit risk is limited because the counterparties are chartered banks with high credit ratings assigned by international credit rating agencies. In addition, the Company minimizes exposure to credit risk by strategically managing cash balances at individual banks. As well, the Company may also fund working capital by leveraging credit facilities that are not 100% secured by cash, resulting in a mitigation of credit risk at the corresponding bank.

The Company’s objective is to minimize its exposure to credit risk in order to prevent losses on financial assets by placing its investments in lower risk bank acceptances at these banks. The Company’s cash and cash equivalents and restricted cash was $8,737 at December 31, 2018  (2017  –$22,414), representing the maximum exposure to credit risk of these financial assets.  Approximately 99%  (2017 – 98%) of the Company’s cash and cash equivalents and restricted cash at December 31, 2018 was held by four financial institutions.

The Company’s exposure to credit risk relating to cash and cash equivalents and restricted cash on deposit segmented by geographic area at December 31, 2018 and 2017 was as follows:

	2018		2017
Canada	37	%	65	%
Belgium	61		30
Germany	2		5
	100	%	100	%

Foreign currency risk

Foreign currency risk arises because of fluctuations in exchange rates. The Company conducts a significant portion of its business activities in currencies other than the Company’s functional currency of US dollars and the functional currency of its Belgium and German subsidiaries(euro).  This primarily includes Canadian dollar transactions at the parent company and US dollar transactions at the Company’s subsidiaries in Belgium and Germany.

The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by converting foreign denominated financial assets into the applicable currency of the subsidiary to the extent practicable to match the obligations of its financial liabilities. The Company also periodically enters into foreign exchange forward contracts to limit its exposure to foreign currency rate fluctuations. There were no foreign exchange forward contracts in place at December 31, 2018 or at December 31, 2017.

Financial assets and financial liabilities denominated in foreign currencies will be affected by changes in the exchange rate between the functional currency and these foreign currencies.  This primarily includes cash and cash equivalents; trade and other receivables; contract assets; trade and other payables; contract liabilities and other long-term financial liabilities, which are denominated in foreign currencies. 

The Company recognized a net foreign exchange gains of $144 for the year ended December 31, 2018 (2017  – $635).

At December 31, 2018, if the Canadian dollar had strengthened/weakened by 10% against the US dollar, with all other variables held constant, the net loss would have been lower/higher by approximately $870 as a result of foreign exchange on the translation of Canadian dollar denominated balances.

At December 31, 2018, if the euro had strengthened/weakened by 10% against the US dollar, with all other variables held constant, the net loss would have been lower/higher by approximately $445as a result of foreign exchange on the translation of euro denominated balances.

Interest rate risk

Cash flow interest rate risk arises because of the fluctuation in market interest rates.  The Company’s objective in managing interest rate risk is to maximize the return on its cash and cash equivalents and restricted cash. The Company is subject to interest rate risk on its short-term borrowings offset by cash and cash equivalents. The Company’s borrowings include both fixed and variable interest rates.  Given the prevailing interest rates earned by the Company’s short-term investments, a100 basis point increase or decrease would have minimal impact on the Company’s results.

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Capital Management

12 Months Ended

Dec. 31, 2018

Capital Management [abstract]

Capital Management

Note 36 – Capital Management

The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its growth strategy, fund research and product development, while at the same time, taking a conservative approach toward financial leverage and management of financial risk.

The Company’s primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company currently funds these requirements from existing cash resources, cash raised through share issuances and long-term debt. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its products and services to its customers and returns to its shareholders.  The Company monitors its capital on the basis of the adequacy of its cash resources to fund its business plan. In order to maximize the capacity to finance the Company’s ongoing growth, the Company does not currently pay a dividend to holders of its common shares.

The Company’s capital is composed of debt and shareholders’ equity as follows:

At December 31,	2018		2017
Total equity	$	10,961	$	24,173
Operating borrowings		–		1,200
Long-term debt and repayable government contributions, including current portion		8,082		11,284
Total		19,043		36,657
Less Cash and cash equivalents and restricted cash		8,737		22,414
Total capital employed	$	10,306	$	14,243

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Subsequent Events

12 Months Ended

Dec. 31, 2018

Disclosure of non-adjusting events after reporting period [abstract]

Subsequent Events

Note 37 – Subsequent Events

On December 21, 2018, the Company and The Hydrogen Company (“H2C”) entered into a subscription agreement to issue 3,537,931 common shares of Hydrogenics to H2C on a private placement basis, for gross proceeds to Hydrogenics of $20,520 or $5.80 per common share.The subscription price represented approximately a 20% premium to the 20-day volume-weighted average trading price of the Company’s common shares on the NASDAQ for the period ending December  20, 2018.

The transaction closed on January 24, 2019 and the Company received net proceeds of $20,305 after fees and expenses of $215. Subsequent to closing of the private placement, H2C’s interest in Hydrogenics is approximately 18.6% of total issued common shares.

The subscription agreement provides, among other things, that H2C has participation rights on future offerings and the right to nominate one director to the board of directors of Hydrogenics, and that H2C will be subject to certain restrictions, including lock-up, transfer, standstill and voting restrictions, subject, in each case, to certain ownership threshold requirements or for a period of one year from the date of the subscription agreement.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Summary of Significant Accounting Policies [abstract]

Investments in joint ventures

Investments in joint ventures

Investments in joint ventures, over which the Company has joint control, are accounted for using the equity method. Under the equity method of accounting, investments are initially recorded at cost, and the carrying amount is increased or decreased to recognize the Company’s share of the investee’s net profit or loss, including net profit or loss recognized in other comprehensive income (“OCI”), subsequent to the date of acquisition.

Foreign currency translation

Foreign currency translation

Items included in the financial statements of each consolidated entity in the Company’s consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in US dollars, which is the functional currency of Hydrogenics Corporation (“the parent company”).

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the consolidated statements of operations and comprehensive loss.

The functional currency of the Company’s subsidiaries located in Belgium and Germany is the euro, which is the currency of the primary economic environment in which these subsidiaries operate. The financial statements of these subsidiaries are translated into US dollars as follows: assets and liabilities, at the closing exchange rate at the dates of the consolidated balance sheets; and the income and expenses and other comprehensive income (loss), at the average exchange rate during the year as this is considered a reasonable approximation to the actual rates.  All resulting foreign exchange changes are recognized in other comprehensive loss as cumulative translation adjustments.

Cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash

Cash equivalents are short-term, highly liquid investments that are readily convertible into known amounts of cash. Cash and cash equivalents, including restricted cash held as partial security for standby letters of credit and letters of guarantee, include cash on hand, deposits held with banks and other short-term, highly liquid investments with original maturities of three months or less.

Financial instruments (excluding hedging activities)

Financial instruments (excluding hedging activities)

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVPL”), at fair value through other comprehensive income (loss) (“FVOCI”) or at amortized cost. The Company determines the classification of financial assets and liabilities at initial recognition.The classification of the Company’s financial assets and liabilities is disclosed in note 35.

(ii) Measurement

Amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value (except for trade receivables that do not contain a significant financing component which are measured at the transaction price) plus or minus transaction costs and subsequently carried at amortized cost less any impairment.

Fair value through profit and loss

Financial assets and liabilities carried at FVPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of operations and comprehensive loss. Derivatives are included in this category unless designated as hedges. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVPL are included in the consolidated statements of operations and comprehensive loss within other gains and losses in the period in which they arise.

Fair value through other comprehensive income

Financial assets carried at FVOCI are measured at fair value. Interest, dividends and impairment gains and losses are recognized in the consolidated statement of operations on the same basis as for amortized cost assets. Changes in fair value are recognized initially in other comprehensive income. When the assets are derecognized or reclassified the cumulative changes in fair value are reclassified to the consolidated statement of operations (except where they relate to investments in equity instruments). The Company has no financial instruments measured at fair value through other comprehensive loss.

(iii) Impairment of financial assets at amortized cost

For trade receivables and contract assets, the Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which requires the use of the lifetime expected loss provision for all trade receivables and contract assets based on the Company’s historical default rates over the expected life of the trade receivables adjusted for forward-looking estimates (see note 35).

(iv) Derecognition

i. Financial assets - The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are recognized in the consolidated statements of operations and comprehensive loss.

ii. Financial liabilities - The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of operations and comprehensive loss.

Derivatives and hedging activities

Derivatives and hedging activities

The Company periodically holds derivative financial instruments to hedge its foreign currency risk exposures that are designated as the hedging instrument in a hedge relationship. On initial designation of the hedge, the Company formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125%.

For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income. Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in other comprehensive income and presented in unrealized gains/losses on cash flow hedges in equity. The amount recognized in other comprehensive income is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the consolidated statements of operations and comprehensive loss as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in other comprehensive income and presented in unrealized gains/losses on cash flow hedges in equity remains there until the forecast transaction affects profit or loss. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss. In other cases the amount recognized in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit or loss.

Inventories

Inventories

Raw materials, work-in-progress and finished goods are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. Inventory costs include the cost of material, labour, variable overhead and an allocation of fixed manufacturing overhead including amortization based on normal production volumes.  Net realizable value is the estimated selling price less estimated costs of completion and applicable selling expenses. If the carrying value exceeds the net realizable amount, a write-down is recognized. The write-down may be reversed in a subsequent period if the circumstances causing it no longer exist.

Property, plant and equipment

Property, plant and equipment

Property, plant and equipment are stated at cost less government grants, accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying value or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The cost and accumulated depreciation of replaced assets are derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of operations and comprehensive loss during the period in which they are incurred.

Depreciation is calculated on a diminishing balance method to depreciate the cost of the assets to their residual values over their estimated useful lives. The depreciation rates applicable to each category of property, plant and equipment are as follows:

Plant and Test equipment	30% per annum
Furniture and equipment	20% – 30% per annum
Computer hardware	30% per annum
Automobiles	30% per annum
Leasehold improvements	Straight-line over the term of the lease

Residual values, method of depreciation and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

Construction-in-progress assets are not depreciated until such time they are available for use. Depreciation ceases at the earlier of the date the asset is classified as held-for-sale and the date the asset is derecognized.

Gains and losses on disposals of property, plant and equipment are determined by comparing the proceeds with the carrying value of the asset and are included as part of other gains and losses in the consolidated statements of operations and comprehensive loss.

Intangible assets

Intangible assets

The Company’s intangible assets consist of computer software with finite useful lives. These assets are capitalized and amortized over their useful lives using the diminishing balance method of 30% per annum. Costs associated with maintaining computer software programs are recognized as an expense as incurred. The method of amortization and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

Goodwill

Goodwill

Goodwill is recognized as the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the fair value of the net identifiable assets acquired and liabilities assumed, as of the acquisition date. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill acquired in business combinations is allocated to groups of cash generating units (“CGU”) that are expected to benefit from the synergies of the combination.The goodwill recorded in the Company’s consolidated financial statements relates to the OnSite Generation CGU.

Impairment long-lived assets

Impairment long-lived assets

Property, plant and equipment and definite life intangible assets are tested for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Intangible assets with an indefinite useful life or intangible assets not yet available-for-use are subject to an annual impairment test. When events or changes in circumstances indicate impairment, impairment test is performed earlier than annual. For the purpose of measuring recoverable values, assets are grouped at the lowest levels for which there are separately identifiable cash inflows being the CGU. Goodwill is not amortized but is reviewed for impairment annually or at any time an indicator of impairment exists. A goodwill CGU represents the lowest level within an entity at which goodwill is monitored for internal management purposes, which is not higher than an operating segment.

For the long-lived asset impairment test, the recoverable value is the higher of an asset or CGU’s fair value less costs of disposal and value in use. An impairment loss is recognized for the value by which the asset or CGU’s carrying value exceeds its recoverable value.

Segment reporting

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Corporation has two segments which are OnSite Generation and Power Systems. OnSite Generation includes the design, development, manufacture and sale of hydrogen generation products. Power Systems includes the design, development, manufacture and sale of fuel cell products.

Provisions and product warranties

Provisions and product warranties

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured based on management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to their present value where the effect is material.

Provisions for the estimated cost of installation, start up and commissioning services related to the sale of equipment are recognized at the time of sale where the costs are insignificant in the context of the total contract and where the customer believes they are buying a final installed working product rather than the individual collection of products and services. These costs are revised if circumstances change and any resulting increase or decrease in estimated costs is reflected in the consolidated statement of operations and comprehensive loss in the period in which the circumstances that give rise to the revision become known by management.

Additionally, the Company performs evaluations to identify onerous contracts and where applicable, records provisions for such contracts. Onerous contracts are those in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from the failure to fulfill it.

The Company typically provides a warranty for parts and/or labour for up to two years or based on time or certain operating specifications, such as hours of operation. In establishing the warranty provision, the Company estimates the likelihood that products sold will experience warranty claims and the estimated cost to resolve claims received, taking into account the nature of the contract and past and projected experience with the products. Provisions are reviewed at each consolidated balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that a payment to settle the obligation will be incurred, the provision is reversed.

Warrants

Warrants

The Company’s warrants include anti-dilution provisions, and as a result have been classified as financial liabilities, and are recorded at their fair value with changes in fair value reflected in the consolidated statements of operations and comprehensive loss.

Leases

Leases

Leases are classified as finance leases when the lease arrangement transfers substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The assets held under a finance lease are recognized as assets at the lower of the following two values: the present value of the minimum lease payments under the lease arrangement or their fair value determined at inception of the lease. The corresponding obligation to the lessor is accounted for as long-term debt. These assets are depreciated over the shorter of the useful life of the assets and the lease term when there is no reasonable certainty the Company will obtain ownership by the end of the lease term. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statements of operations and comprehensive loss on a straight-line basis over the period of the lease.

Research and product development

Research and product development

The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available-for-use or sale; (ii) its intention to complete the intangible asset and use or sell it; (iii) its ability to use or sell the intangible asset; (iv) how the intangible asset will generate probable future economic benefits; (v) the availability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset; and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Capitalized costs are amortized over their estimated useful lives. No government grants have been capitalized to date.

Government assistance

Government assistance

Funding for research and product development includes government and non-government research and product development support. Government research and product development funding is recognized when there is reasonable assurance the Company has complied with the conditions attached to the funding arrangement and is recognized as the applicable costs are incurred.  Non-governmental funding is recognized when the Company becomes party to the contractual provisions of the funding agreement and is recognized as the applicable costs are incurred. Research and product development funding is presented as a reduction in research and product development expenses unless it is for reimbursement of an asset, in which case, it is accounted for as a reduction in the carrying amount of the applicable asset. Where the Company receives government contributions that include fixed terms of repayment, a financial liability is recognized and measured as an amortized cost financial liability, as discussed above.

Revenue recognition

Revenue recognition

The Company’s business is to develop and sell electrolyser and fuel cell products and provide related services. The equipment and services are sold both on their own and bundled together as a package of goods and/or services.

(a) Sale of equipment

Material promises within a contract to deliver distinct goods and services are accounted for as separate performance obligations and the contract price is allocated between each performance obligation based upon their relative stand-alone selling prices.  Revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods and services to the customer. For contracts with customers in which the sale of equipment is generally expected to be the only performance obligation, the Company recognizes revenue at the point in time when control of the asset is transferred to the customer. Control normally passes upon shipment unless the company enters into a bill and hold arrangement, in which case revenue is recognized upon readiness for shipment. The Company’s standard payment terms include a deposit upon order acceptance and payment in full prior to delivery. Startup and commissioning services, if applicable, are invoiced upon completion of the service.

(i) Variable consideration

Some contracts with customers provide trade discounts, exclusivity, license, sales-based royalties and/or volume rebates and discounts and give rise to variable consideration. Variable consideration is estimated at contract inception and updated prospectively for any changes to the estimates.Variable consideration is only included in the transaction price to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

(ii) Warranty obligations

The Company provides for warranties for general repairs but does not generally provide extended warranties in its contracts with customers. As such, most existing warranties are assurance-type warranties which will continue to be accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. For non-standard contracts where the Company provides extended warranties, they are accounted for as separate performance obligations to which the Company allocates a portion of the transaction price.

(b) Long-term contracts

For long-term contracts, such as customer-specific product development contracts, control of the promised goods and services are generally transferred to the customers over time as performance obligations are satisfied. Revenue is recognized over time using input methods based on the measure of the progress towards complete satisfaction of that performance obligation. Under this method, the revenue recognized equals the latest estimate of the total transaction price of the contract multiplied by the actual completion rate, determined by reference to the costs incurred for the transaction and the estimated costs to complete the transaction.

The determination of the transaction price represents the contractually agreed amount, including change orders. A change order results from an official change to the scope of work to be performed compared to the original contract that was signed. The Company estimates costs separately for each customer specific development contract including the effects of change orders.

If circumstances arise that may change the estimated transaction price, the remaining costs or extent of progress toward completion, and estimates of revenues to be recorded are revised. These revisions may result in increases or decreased in estimated revenues or remaining costs to complete and are accounted for prospectively from the period in which the circumstances that give rise to the revision become known by management. If the outcome of a transaction cannot be estimated reliably, revenue is recognized only to the extent of the expenses recognized that are recoverable. When the outcome of a transaction cannot be estimated reliably, and it is not probable the costs incurred will be recovered, revenue is not recognized and the costs incurred are recognized as an expense. Once the uncertainty surrounding the outcome no longer exists, a cumulative catch up adjustment is recognized to record revenue related to prior performance that had not been recognized due to the inability to measure progress.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets reported on the consolidated balance sheet at the end of each reporting period.

(c) Rendering of services

The Company provides start-up, commissioning, installation, scheduled or unscheduled maintenance, both with and without parts and other product development services. These services are sold either on their own or bundled together with the sale of equipment to a customer. Where these performance obligations are not considered distinct (i.e. where the customer believes they are buying a final installed working product and are not buying the individual collection of products and services bundle), these services are combined into a single performance obligation and recognized on the same basis as the sale of the related equipment. Revenue from services deemed to be a separate performance obligation are recognized by reference to the stage of completion based upon relative stand-alone selling prices.

d) Technology transfer, license and exclusivity arrangements

When a single performance obligation includes technology transfer, license of intellectual property or exclusivity arrangements and one or more other goods or services, the Company considers the nature of the combined good or service for which the customer has contracted in determining whether that combined good or service is satisfied over time or at a point in time, and if over time, in selecting an appropriate method for measuring progress.

Revenues from sales-based royalties promised in exchange for a license of intellectual property are recognized as revenue at the later of the date the product subject to the royalty is sold by the licensee, or when the performance obligation to which the sales-based royalty has been allocated is satisfied.

(e) Contract assets

The Company recognizes contract assets depending on the relationship between the Company’s performance obligation and the contract payment terms. A trade receivable is separately recorded only when the Company has an unconditional right to the consideration. For long-term development contracts and OnSite Generation contracts in particular, customers usually retain a small portion of the contract price until completion of the service, installation and commissioning, which generally result in revenue in excess of billings which are presented as contract assets on the consolidated balance sheet. The associated provisions for future costs to complete this work are recorded in provisions.

(f) Contract liabilities

The Company may receive advances from customers upon contract execution for which revenue is expected to occur within 12 months. These are deferred within contract liabilities until recognition in revenue as or when the performance obligation is satisfied. In relation to licensing arrangements, upfront license fees considered to consist of a single performance obligation, including a license of intellectual property and one or more other goods or services, are deferred in contract liabilities until recognition in revenue as or when the combined performance obligation is satisfied. For contracts that require customers to pay long-term advances, the payment terms are structured primarily for reasons other than the provision of finance to the Company; notably, to meet working capital demands, to ensure the customers follow through with their purchase orders, to ensure an incentive to not terminate the contract for any reasons, including economic, or to mitigate a history of late payments. Other long-term customer advances are analyzed to determine whether there is a significant financing component in its contracts and are accounted for separately.

(g) Incremental costs

The Company incurs incremental costs like sales agent commissions for obtaining the contract or to fulfill a contract. These costs are deferred within prepaids for contracts expected to be delivered after more than one year and expensed as the contract is delivered. Where there is a retrospective step up in the sales agent commission on a sale as a result of the salesperson reaching a new cumulative sales threshold, the Company allocates the commission between the contract in question and the preceding contracts in the year that contributed to the agent reaching the threshold. The commission related to any contract that has already been recorded as revenue is expensed while the commission corresponding to contract revenue that has not yet been recorded is capitalized and expensed simultaneously with the related contract revenue.

Cost of sales

Cost of sales

Cost of sales for products includes the cost of finished goods inventory and the costs related to shipping and handling.  Cost of sales for service includes direct labour and additional direct and indirect expenses.

Share capital

Share capital

Common shares are classified as equity.  Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

Post-retirement benefit liabilities

Post-retirement benefit liabilities

The Company has a post-retirement benefit obligation with respect to the Belgium subsidiary related to a defined contribution plan.  Under Belgian law, a guaranteed return on the contributions is required and as a result this is accounted for as a defined benefit plan. The Company has recorded a long-term liability associated with this plan for the present value of the obligation at the consolidated balance sheet dates. Changes in the fair value of this liability represent actuarial gains and losses arising from experience adjustments and are charged/credited to equity in other comprehensive loss.

Stock-based compensation

Stock-based compensation

The Company’s stock-based compensation plans are summarized below:

(i) Stock options

The Company grants stock options to certain employees. Stock options vest 25%one year from the date of grant and annually thereafter over three more years and expire after ten years. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized (with a corresponding adjustment to contributed surplus) over the tranche’s vesting period, and is based on the estimated number of instruments expected to vest, which are then reestimated at the reporting dates to the extent that subsequent information indicates the actual number of instruments expected to vest is likely to differ from previous estimates. When options are exercised the Company issues new shares and the proceeds received net of any directly attributable transaction costs are credited to share capital at exercise price and the difference is adjusted to contributed surplus.

(ii) Restricted share units (“RSU”)

The Company grants RSUs to certain employees. The RSUs will be settled in the Company’s shares. The cost of the Company’s RSUs is charged to selling, general and administrative expenses using the cliff vesting method. RSUs vest three years from grant date. The fair value of each grant of RSUs is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, included in selling, general and administrative expenses, based on the fair value of the awards granted, is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus.

(iii) Deferred share units (“DSU”)

The Company grants DSUs to directors as part of their compensation.  The DSUs vest upon grant and are settled in cash. The vested DSUs are marked-to-market at the end of each reporting period based on the closing price of the Company’s shares with the change in fair value recorded in selling, general and administrative expenses.  The Company has set up a liability in the consolidated balance sheets, included within financial liabilities, for the fair value of the vested DSUs.

(iv) Performance share units (“PSU”)

The Company has granted PSUs to certain employees.  The PSUs will be settled in the Company’s common shares.  The cost of the Company’s PSUs is charged to selling, general and administrative expenses using the graded vesting method. The fair value of the vested share units is the fair value of the Company’s share price on the date of grant. The resulting compensation expense, based on the fair value of the awards granted, excluding the impact of any non-market service and performance vesting conditions, is charged to income over the period the employees unconditionally become entitled to the award, with a corresponding increase to contributed surplus.Non-market vesting conditions are considered in making assumptions about the number of awards that are expected to vest. At each reporting date, the Company reassesses its estimates of the number of awards that are expected to vest and recognizes the impact of any revision in the consolidated statements of operations and comprehensive loss with a corresponding adjustment to contributed surplus.

Income taxes

Income taxes

Income tax expense comprises current income tax expense and deferred income tax expense.  Income tax expense is recognized in the consolidated statements of operations and comprehensive loss, except to the extent that it relates to items recognized directly in equity, in which case, income taxes are also recognized directly in equity.  Current income taxes are the expected taxes payable on the taxable income for the year, using income tax rates enacted at the end of the reporting period, and any adjustment to income taxes payable in respect of previous years.Withholding taxes deducted from license fee revenues by foreign jurisdictions are accounted for and presented as income taxes in the consolidated statement of operations.

In general, deferred income taxes are the amount of income taxes expected to be paid or recoverable in future periods in respect of temporary differences, carry-forwards of unused non-capital tax losses and carry-forwards of unused tax credits. Deferred income taxes arise between the tax base and their carrying values in the consolidated financial statements as well as on unused tax losses and tax credits. Deferred income taxes are determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the consolidated balance sheet dates and are expected to apply when the deferred income tax asset or liability is settled.

Deferred income taxes are provided on temporary differences arising on investments in subsidiaries and associates, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses and tax credits can be utilized. The carrying value of deferred income tax assets is reviewed at each consolidated balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be recovered. Deferred income tax liabilities are not recognized on temporary differences that arise from goodwill, which is not deductible for tax purposes. Deferred income tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of certain assets and liabilities acquired other than in a business combination. Deferred income tax assets and liabilities are presented as non-current.

Net loss per share

Net loss per share

Basic net loss per share is calculated based on the weighted average number of common shares outstanding for the year. Diluted net loss per share is calculated using the weighted average number of common shares outstanding for the year for basic net loss per share plus the weighted average number of potential dilutive shares that would have been outstanding during the year had all potential common shares been issued at the beginning of the year or when the underlying stock options or warrants were granted, if later, unless they were anti-dilutive. The treasury stock method is used to determine the incremental number of shares that would have been outstanding had the Company used proceeds from the exercise of stock options and warrants to acquire common shares.

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Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Summary of Significant Accounting Policies [abstract]

Schedule of Depreciation Rates

Plant and Test equipment	30% per annum
Furniture and equipment	20% – 30% per annum
Computer hardware	30% per annum
Automobiles	30% per annum
Leasehold improvements	Straight-line over the term of the lease

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IFRS 9 Financial Instruments & IFRS 15 Revenue from Contracts with Customers - Impact of Adoption (Tables)

12 Months Ended

Dec. 31, 2018

IFRS 9 Financial Instruments & IFRS 15 Revenue from Contracts with Customers - Impact of Adoption [abstract]

Schedule Of Adjustments To Balance Sheets

The following table shows the effect of the adoption of IFRS 15 on the Company’s balance sheets at January 1, 2017:

		IAS18 carrying amount	Note		Remeasure- ments	Reclass- ifications		IFRS 15 carrying amount
Assets
Current assets
Cash and cash equivalents	$	10,338		$	-	-	$	10,338
Restricted cash		405			-	-		405
Trade and other receivables		9,802	5(c)		-	(4,658)		5,144
Contract assets		–	5(a)(c)		914	4,658		5,572
Inventories		17,208	5(a)		-	(78)		17,130
Prepaid expenses		918	5(b)		280	-		1,198
		38,671			1,194	(78)		39,787
Non-current assets
Restricted cash		535			-	-		535
Investment in joint ventures		1,750			-	-		1,750
Property, plant and equipment		4,095			-	-		4,095
Intangible assets		203			-	-		203
Goodwill		4,019			-	-		4,019
		10,602			-	-		10,602
Total assets	$	49,273		$	1,194	(78)	$	50,389
Liabilities
Current liabilities
Operating borrowings	$	2,111		$	-	-	$	2,111
Trade and other payables		7,235			-	-		7,235
Contract liabilities		–	5(c)		-	10,268		10,268
Financial liabilities		3,939			-	-		3,939
Provisions		1,221	5(a)		902	(78)		2,045
Deferred funding		–	5(c)		-	508		508
Deferred revenue		10,788	5(c)		-	(10,788)		–
		25,294			902	(90)		26,106
Non-current liabilities
Other liabilities		9,262			-	-		9,262
Contract liabilities		–	5(c)		-	3,494		3,494
Provisions		841			-	-		841
Deferred funding		–	5(c)		-	12		12
Deferred revenue		3,494	5(c)		-	(3,494)		–
		13,597			-	12		13,609
Total liabilities		38,891			902	(78)		39,715
Share capital		365,923						365,923
Contributed surplus		19,255			-	-		19,255
Accumulated other comprehensive loss		(3,623)			-	-		(3,623)
Deficit		(371,173)	5(a)(b)		292	-		(370,881)
Total equity		10,382			292	-		10,674
Total equity and liabilities	$	49,273		$	1,194	(78)	$	50,389

The following adjustments were made to the amounts recognized in the consolidated balance sheets at December 31, 2017:

		IAS 18						IFRS 15
		carrying amount	Note		Remeasure- ments	Reclass- ifications		carrying amount
Assets
Current assets
Cash and cash equivalents	$	21,511		$	-	-	$	21,511
Restricted cash		435			-	-		435
Trade and other receivables		14,292	5(c)		-	(5,556)		8,736
Contract assets		–	5(a)(c)		1,022	5,556		6,578
Inventories		15,164	5(a)		-	(116)		15,048
Prepaid expenses		978	5(b)		396	-		1,374
		52,380			1,418	(116)		53,682
Non-current assets
Restricted cash		468			-	-		468
Non-current receivables		645	5(c)		-	(645)		–
Contract assets		–	5(c)		-	645		645
Investment in joint ventures		2,797			-	-		2,797
Property, plant and equipment		3,874			-	-		3,874
Intangible assets		180			-	-		180
Goodwill		4,569			-	-		4,569
		12,533			-	-		12,533
Total assets	$	64,913		$	1,418	(116)	$	66,215
Liabilities
Current liabilities
Operating borrowings	$	1,200		$	-	-	$	1,200
Trade and other payables		9,736	5(a)		-	-		9,736
Contract liabilities		–	5(c)		-	11,821		11,821
Financial liabilities		4,913			-	-		4,913
Provisions		1,174	5(a)		741	(171)		1,744
Deferred funding		–	5(c)		-	880		880
Deferred revenue		12,734	5(c)		-	(12,734)		–
		29,757			741	(204)		30,294
Non-current liabilities
Other liabilities		8,516			-	-		8,516
Contract liabilities		–	5(c)		-	2,223		2,223
Provisions		921	5(a)		-	55		976
Deferred funding		–	5(c)		-	33		33
Deferred revenue		2,223	5(c)		-	(2,223)		–
		11,660			-	88		11,748
Total liabilities		41,417			741	(116)		42,042
Share capital		387,746						387,746
Contributed surplus		19,885			-	-		19,885
Accumulated other comprehensive loss		(1,822)	5(a)		11	-		(1,811)
Deficit		(382,313)	5(a)(b)		666	-		(381,647)
Total equity		23,496			677	-		24,173
Total equity and liabilities	$	64,913		$	1,418	(116)	$	66,215

Schedule Of Adjustments To Statement Of Operations And Comprehensive Loss

	For the year ended December 31, 2017
	Based on IAS 18		Note	IFRS 15 Remeasurements		Based on IFRS 15
Revenues	$	48,052	5(a)	$	63	$	48,115
Cost of sales		36,632	5(a)		(195)		36,437
Gross profit		11,420			258		11,678
Operating expenses
Selling, general and administrative expenses		13,742	5(b)		(116)		13,626
Research and product development expenses		6,376			–		6,376
		20,118			(116)		20,002
							–
Loss from operations		(8,698)			374		(8,324)
Loss from joint ventures		(334)			–		(334)
Finance income (loss)
Interest expense, net on financial instruments measured at amortized cost		(1,812)			–		(1,812)
Foreign currency gains, net(1)		635			–		635
Other finance losses, net		(931)			–		(931)
Finance loss, net		(2,108)			–		(2,108)
Loss before income taxes		(11,140)			374		(10,766)
Income tax expense		–			–		–
Net loss for the year		(11,140)			374		(10,766)
Items that will not be reclassified subsequently to net loss:
Re-measurements of actuarial liability		98			–		98
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations		1,703	5(a)		11		1,714
Comprehensive loss for the year	$	(9,339)		$	385	$	(8,954)
Net loss per share - basic and diluted	$	(0.80)		$	0.03	$	(0.77)

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Cash and Cash Equivalents and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2018

Cash and Cash Equivalents and Restricted Cash [abstract]

Schedule Of Cash and Cash Equivalents and Restricted Cash

At December 31,	2018		2017
Cash and cash equivalents	$	7,561	$	21,511
Restricted cash		935		435
Restricted cash – non-current		241		468
Total	$	8,737	$	22,414

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Trade and Other Receivables (Tables)

12 Months Ended

Dec. 31, 2018

Trade and Other Receivables [abstract]

Schedule of Trade and Other Receivables

At December 31,	2018		2017
			Restated (Note 5)
Trade accounts receivable	$	3,313	$	6,466
Less:  provision for impairment (note 35)		(30)		(18)
Net trade accounts receivable		3,283		6,448
Other receivables		3,445		2,288
Total trade and other receivables	$	6,728	$	8,736

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Contract Assets And Contract Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of contract assets and contract liabilities [abstract]

Schedule Of Contract Assets And Contract Liabilities

At December 31,	2018		2017		$ change
Contract assets	$	6,223	$	7,223	$	(1,000)
Less: non-current portion		(1,689)		(645)		(1,044)
Current portion		4,534		6,578		(2,044)
Contract liabilities		16,001		14,044		1,957
Less: non-current portion		(1,420)		(2,223)		803
Current portion		14,581		11,821		2,760

Schedule Of Performance Obligations

At December 31,	2018		2017
OnSite Generation	$	20,600	$	19,900
Power Systems		112,100		124,700
Total	$	132,700	$	144,600

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Inventories (Tables)

12 Months Ended

Dec. 31, 2018

Inventories [abstract]

Schedule Of Inventories

At December 31,	2018		2017
			Restated (Note 5)
Raw materials	$	9,954	$	9,708
Work-in-progress		6,349		4,750
Finished goods		871		590
Total inventories	$	17,174	$	15,048

Inventory Obsolescence Provision

	2018		2017
At January 1,	$	1,534	$	1,332
Net increase in the provision		834		873
Write-downs during the year		(779)		(691)
Foreign exchange revaluation		5		20
At December 31,	$	1,594	$	1,534

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Prepaid Expenses (Tables)

12 Months Ended

Dec. 31, 2018

Prepaid Expenses [abstract]

Schedule Of Prepaid Expenses

At December 31,	2018		2017
			Restated (Note 5)
Prepaid expenses	$	1,593	$	978
Costs incurred to obtain contracts with customers		367		396
Total prepaid expenses	$	1,960	$	1,374

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Investment in Joint Venture (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of joint ventures [line items]

Joint Venture Using Equity Method

	2018		2017
Balance January 1,	$	1,176	$	–
Equity investment in joint venture		664		1,123
Loss from investment in joint venture using HLBV method		(76)		–
Amortization of deferred loss on disposal		(10)		(9)
Foreign currency translation (loss) gain		(110)		62
Investment in Enbridge joint venture at December 31,	$	1,644	$	1,176

2562961 Ontario Ltd. [member]

Disclosure of joint ventures [line items]

Disclosure Of Summary Of Balance Sheet Information

At December 31,	2018		2017
Assets
Current assets	$	439	$	1
Non-current assets		3,202		2,156
Total assets	$	3,641	$	2,157
Liabilities
Current liabilities	$	293	$	–
Total liabilities		293		–
Net assets	$	3,348	$	2,157

Summary Of Gain (Loss) From Continuing Operations And Total Comprehensive Income (Loss)

For the year ended December 31,	2018		2017
Revenue	$	627	$	–
Earnings before income taxes		71		1
Joint venture earnings from continuing operations	$	52	$	1

Disclosure Of Reconciliation Of Joint Venture's Financial Information To Carrying Amount

At December 31,	2018		2017
Opening net assets of 2562961 Ontario Ltd. (Equity Investment)	$	2,157	$	–
Investment in 2562961 Ontario Ltd.		1,372		2,030
Joint venture earnings during the year		52		1
Foreign currency translation		(233)		126
Closing net assets of 2562961 Ontario Ltd.	$	3,348	$	2,157
Unrealized (gains) losses on sales to 2562961 Ontario Ltd.		56		71
Adjusted net assets of 2562961 Ontario Ltd.		3,404		2,228
Company’s share of net assets using the HLBV method	$	1,570	$	1,092
Plus: capitalization of legal costs		93		93
Less: amortization of deferred loss on disposal		(19)		(9)
Investment in Enbridge joint venture at December 31	$	1,644	$	1,176

Kolon Hydrogenics [member]

Disclosure of joint ventures [line items]

Joint Venture Using Equity Method

	2018		2017
Balance January 1,	$	1,621	$	1,750
Share in loss of the joint venture		(1,561)		(334)
Foreign currency translation gain (loss)		(60)		205
Investment in Kolon Hydrogenics joint venture at December 31,	$	–	$	1,621

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [abstract]

Schedule Of Property, Plant and Equipment

	Plant and test  equipment		Furniture and  equipment		Computer  hardware		Leasehold  improvements		Construction  in progress		Total
Net book value December 31, 2017	$	183	$	1,187	$	204	$	352	$	1,948	$	3,874
Additions		155		373		58		290		125		1,001
Disposals		–		–		(1)		–		(1,342)		(1,343)
Depreciation		(100)		(333)		(90)		(117)		–		(640)
Foreign exchange		(8)		(9)		(4)		(4)		–		(25)
Net book value December 31, 2018	$	230	$	1,218	$	167	$	521	$	731	$	2,867
Total cost	$	3,712	$	5,889	$	548	$	2,044	$	731	$	12,924
Total accumulated depreciation		(3,482)		(4,671)		(381)		(1,523)		–		(10,057)
Net book value December 31, 2018	$	230	$	1,218	$	167	$	521	$	731	$	2,867

Included in construction in progress is $Nil (2017 - $1,342) relating to capital costs to be transferred to the joint venture project with Enbridge (note 12). During the current and prior year, assets with a book value of $1,342 and $2,176 respectively were transferred to the Enbridge joint venture (notes 12 and 32).

Depreciation of $454  (2017 – $397) was included in selling, general and administrative expenses, $104 (2017 - $81) in research and product development expenses, and $82  (2017 – $137) in cost of sales in consolidated statement of operations and comprehensive loss.

	Plant and test  equipment		Furniture and  equipment		Computer  hardware		Leasehold  improvements		Construction  in progress		Total
Net book value December 31, 2016	$	214	$	1,270	$	182	$	308	$	2,121	$	4,095
Additions		55		233		91		117		2,003		2,499
Disposals		(11)		–		(2)		–		(2,176)		(2,189)
Depreciation		(104)		(338)		(97)		(76)		–		(615)
Foreign exchange		29		22		30		3		–		84
Net book value December 31, 2017	$	183	$	1,187	$	204	$	352	$	1,948	$	3,874
Total cost	$	3,604	$	5,648	$	558	$	1,777	$	1,948	$	13,535
Total accumulated depreciation		(3,421)		(4,461)		(354)		(1,425)		–		(9,661)
Net book value December 31, 2017	$	183	$	1,187	$	204	$	352	$	1,948	$	3,874

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2018

Intangible Assets [abstract]

Schedule of Intangible Assets

Computer software	2018		2017
Net book value January 1,	$	180	$	203
Additions		125		25
Amortization		(66)		(57)
Foreign exchange		(7)		9
Net book value December 31,	$	232	$	180
Total cost	$	2,158	$	2,043
Total accumulated depreciation		(1,926)		(1,863)
Net book value December 31,	$	232	$	180

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2018

Changes in goodwill [abstract]

Schedule of Goodwill

	2018		2017
At January 1,	$	4,569	$	4,019
Foreign exchange revaluation		(210)		550
At December 31,	$	4,359	$	4,569

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Trade and Other Payables (Tables)

12 Months Ended

Dec. 31, 2018

Trade and other payables [abstract]

Schedule Of Accounts Payable and Accrued Liabilities

At December 31,	2018		2017
Trade accounts payable	$	3,952	$	4,612
Accrued payroll and related compensation		2,292		2,645
Supplier accruals		2,584		2,126
Accrued professional fees		206		224
Other		34		129
Total accounts payable and accrued liabilities	$	9,068	$	9,736

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Financial Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Financial Liabilities [abstract]

Schedule of Financial Liabilities

At December 31,	2018		2017
Current portion of long-term debt – Export Development Canada (note 20)	$	1,983	$	2,470
Current portion of long-term debt – Province of Ontario (note 20)		628		622
Warrants		11		409
Deferred share unit liability (note 22)		730		1,406
Current portion of capital lease (note 20)		7		6
Total financial liabilities	$	3,359	$	4,913

Schedule of Weighted Average Assumptions of Warrants

At December 31,	2018		2017
Risk-free interest rate (%)		1.86%		1.68%
Expected volatility (%)		60.1%		55.3%
Expected life in years		0.35		0.38
Expected dividend		Nil		Nil

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Provisions (Tables)

12 Months Ended

Dec. 31, 2018

Warranty provision [abstract]

Schedule Of Changes In Aggregate Provisions

	Warranty		Startup and commissioning		Total
At January 1,	$	2,095	$	625	$	2,720
Additional provisions		1,994		726		2,720
Utilized during the year		(906)		(784)		(1,690)
Unused amounts reversed		(781)		(12)		(793)
Foreign currency translation		(75)		(31)		(106)
Total provision at December 31, 2018		2,327		524		2,851
Less current portion		(1,636)		(405)		(2,041)
Long-term provision at December 31, 2018	$	691	$	119	$	810
	Warranty		Startup and commissioning		Total Restated (Note 5)
At January 1,	$	2,062	$	824	$	2,886
Additional provisions		1,192		1,087		2,279
Utilized during the year		(639)		(1,358)		(1,997)
Unused amounts reversed		(734)		–		(734)
Foreign currency translation		214		72		286
Total provision at December 31, 2017		2,095		625		2,720
Less current portion		(1,174)		(570)		(1,744)
Long-term provision at December 31, 2017	$	921	$	55	$	976

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Other Non-current Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of financial liabilities [line items]

Schedule of Non-current Liabilities

At December 31,	2018		2017
Long-term debt – Export Development Canada (i)	$	5,958	$	8,344
Long-term debt – Province of Ontario (ii)		2,091		2,896
Non-current post-retirement benefit liabilities (iii)		247		330
Capital lease		33		44
Total		8,329		11,614
Less current portion of long-term debt – EDC  (note 17)		(1,983)		(2,470)
Less current portion of long-term debt – Province of Ontario (note 17)		(628)		(622)
Less current portion of capital lease (note 17)		(7)		(6)
Total other non-current liabilities	$	5,711	$	8,516

Export Development Canada [member]

Disclosure of financial liabilities [line items]

Schedule of Change in Carrying Value of Liability

	2018		2017
At January 1,	$	8,344	$	8,625
Principal repayments during the year		(2,250)		(750)
Interest payments during the year		(1,370)		(1,093)
Interest accretion during the year		1,133		1,306
Revaluation of variable rate long-term debt (note 28)		101		256
At December 31,	$	5,958	$	8,344

Province of Ontario/Ministry of Research and Innovation ("MRI") [member]

Disclosure of financial liabilities [line items]

Schedule of Change in Carrying Value of Liability

	2018		2017
At January 1,	$	2,896	$	3,239
Principal repayments during the year		(870)		(888)
Interest payments during the year		(128)		(181)
Interest accretion during the year		416		503
Foreign currency translation		(223)		223
At December 31,	$	2,091	$	2,896

Post-retirement Benefit [member]

Disclosure of financial liabilities [line items]

Schedule of Change in Carrying Value of Liability

	2018		2017
At January 1,	$	330	$	377
Current service and net interest cost		122		153
Employer contributions in the year		(122)		(153)
Re-measurement of actuarial liability		(70)		(99)
Foreign currency translation		(13)		52
At December 31,	$	247	$	330
	2018		2017
Plan assets	$	1,777	$	1,716
Accrued benefit obligation		(2,024)		(2,046)
Net defined benefit obligation	$	(247)	$	(330)

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Share Capital (Tables)

12 Months Ended

Dec. 31, 2018

Share Capital [abstract]

Schedule of Share Capital Number and Amount Outstanding

	2018			2017
	Number	Amount		Number	Amount
Balance at January 1,	15,436,879	$	387,746	12,544,960	$	365,923
Adjustment for partial shares on share consolidation	–		–	(1)		–
Issuance of common shares	–		–	2,682,742		19,725
Warrants exercised (note 17)	–		–	200,575		1,966
Issuance of common shares on vesting   of performance share units (note 22)	4,204		96	4,203		96
Issuance of common shares on exercise   of stock options (note 22)	6,400		69	4,400		36
At December 31,	15,447,483	$	387,911	15,436,879	$	387,746

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of terms and conditions of share-based payment arrangement [line items]

Summary of Company's Stock Option Plan

	2018			2017
		Weighted			Weighted
			average		average
	Number of	exercise price		Number of	exercise price
	shares	C$		shares	C$
Balance at January 1,	762,173	$	7.99	628,636	$	7.97
Granted	111,621		11.23	141,268		8.56
Exercised	(6,400)		8.05	(4,400)		6.22
Forfeited	(9,280)		13.25	–		–
Expired	(5,025)		10.44	(3,331)		29.25
At December 31,	853,089	$	8.37	762,173	$	7.99

Summary of Fair Value Determination Assumptions

	2018		2017
Risk-free interest rate	2.12	%	1.34	%
Expected volatility	64.3	%	64.6	%
Expected life in years	7		6
Expected dividend	Nil		Nil

Summary of Stock Options Outstanding

Grant date	Expiry date	Total  number  of options	Weighted  average  remaining  contractual  life (in  years)	Exercise  Price  C$		Number  of vested  options	Weighted  average  remaining  contractual  life (in  years)	Exercise  Price  C$
March 27, 2009	March 27, 2019	5,284	0.24		13.25	5,284	0.24	$	13.25
April 6, 2010	April 5, 2020	19,787	1.26		4.91	19,787	1.26		4.91
March 31, 2011	March 31, 2021	83,000	2.25		6.96	83,000	2.25		6.96
June 8, 2011	June 8, 2021	126,905	2.44		5.03	126,905	2.44		5.03
May 10, 2012	May 11, 2022	157,871	3.36		6.25	157,871	3.36		6.25
November 19, 2012	November 19, 2022	39,476	3.89		6.60	39,476	3.89		6.60
March 21, 2013	March 21, 2023	15,000	4.22		8.10	15,000	4.22		8.10
March 26, 2015	March 25, 2025	56,821	6.23		16.14	42,616	6.23		16.14
March 30, 2016	March 31, 2026	96,056	7.25		10.53	48,028	7.25		10.53
March 14, 2017	March 14, 2027	141,268	8.20		8.56	35,317	8.20		8.56
March 13, 2018	March 13, 2028	90,836	9.20		11.41	–	9.20		11.41
June 1, 2018	June 1, 2028	20,785	9.42		10.45	–	9.42		10.45
		853,089	5.29	$	8.37	573,284	5.29	$	8.37

Summary of Company's Stock-Based Compensation Expense (Recovery)

Years ended December 31,	2018		2017
Stock-based compensation expense - stock options	$	539	$	444
Stock-based compensation expense - PSU		6		31
Stock-based compensation expense - RSU (equity-settled)		412		267
Subtotal stock based compensation expense		957		742
DSU - new issuance (net of cancellations)		145		165
DSU - mark-to-market adjustment		(821)		785
Subtotal stock-based compensation expense - DSU		(676)		950
Total	$	281	$	1,692

Performance Share Units [member]

Disclosure of terms and conditions of share-based payment arrangement [line items]

Summary of Company's Stock Unit Activity

	2018	2017
Balance at January 1,	191,366	195,569
Expired	(187,162)	–
Vested – share issuance	(4,204)	(4,203)
At December 31,	–	191,366

Restricted Share Units [member]

Disclosure of terms and conditions of share-based payment arrangement [line items]

Summary of Company's Stock Unit Activity

	2018	2017
Balance at January 1,	133,184	52,483
RSUs issued	69,523	80,701
At December 31,	202,707	133,184

Deferred Share Unit Activity [member]

Disclosure of terms and conditions of share-based payment arrangement [line items]

Summary of Company's Stock Unit Activity

	2018			2017
	Number		Amount	Number		Amount
Balance at January 1,	125,949	$	1,406	106,506	$	456
DSU compensation expense	21,222		145	20,277		174
DSU cancellation	–		–	(834)		(9)
DSU fair value adjustments	–		(821)	–		785
At December 31,	147,171	$	730	125,949	$	1,406

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Selling, General and Administrative Expenses (Tables)

12 Months Ended

Dec. 31, 2018

Selling, general and administrative expense [abstract]

Summary of Selling, General and Administrative Expenses

Year ended December 31,	2018		2017
			Restated (Note 5)
Salaries and benefits, office administration and other expenses	$	10,812	$	11,480
Depreciation (note 13)		454		397
Amortization (note 14)		66		57
Stock-based compensation - stock options, PSU and RSU (note 22)		957		742
Stock-based compensation - DSU (note 22)		(676)		950
Total	$	11,613	$	13,626

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Research and Product Development Expenses (Tables)

12 Months Ended

Dec. 31, 2018

Research and Product Development Expenses [abstract]

Schedule of Research and Development Expenses

Year ended December 31,	2018		2017
Research and product development expenses	$	12,023	$	8,812
Government research and product development funding		(4,537)		(2,436)
Total	$	7,486	$	6,376

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Key Management Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [abstract]

Schedule of Key Management Compensation

Year ended December 31,	2018		2017
Salaries and short-term employee benefits	$	2,286	$	1,873
Stock-based compensation
DSUs		145		165
Stock options		598		561
RSUs		601		533
PSUs		30		–
Total	$	3,660	$	3,132

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Expenses by Nature (Tables)

12 Months Ended

Dec. 31, 2018

Expenses by nature [abstract]

Schedule of Expenses by Nature

Year ended December 31,	2018		2017
			Restated (Note 5)
Raw materials and consumables used	$	23,162	$	32,818
Employee benefits (note 27)		17,857		18,497
Facilities		2,942		2,683
Professional services		1,311		1,220
Depreciation and amortization (note 13, 14)		706		672
Shareholder and other corporate communications		395		479
Insurance		502		504
Marketing		581		499
Other		1,351		1,503
Total	$	48,807	$	58,875

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Employee Benefits Expense (Tables)

12 Months Ended

Dec. 31, 2018

Employee Benefits Expense [abstract]

Schedule of Employee Benefits Expense

Year ended December 31,	2018		2017
			Restated (Note 5)
Salaries and wages	$	16,461	$	15,790
Stock-based compensation (including equity-settled RSUs & PSUs), (note 22)		957		742
Medical, dental and insurance		415		346
Pension costs		326		270
Stock-based compensation – DSUs (note 22)		(676)		950
Other		374		399
Total	$	17,857	$	18,497

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Other Finance Gains and Losses, Net (Tables)

12 Months Ended

Dec. 31, 2018

Gains (losses) on financial instruments [abstract]

Schedule of Other Finance Gains and Losses, Net

Year ended December 31,	2018		2017
Revaluation of variable rate long-term debt – EDC (note 20)	$	(101)	$	(256)
Gain (loss) from change in fair value of outstanding warrants (note 17)		398		(675)
Total	$	297	$	(931)

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Taxes [abstract]

Schedule of Computation of Income Tax Expense

Years ended December 31,	2018		2017
			Restated (Note 5)
Loss before income taxes	$	(13,039)	$	(10,766)
Statutory income tax rate		25%		25%
Income tax recovery at statutory rates		(3,260)		(2,692)
Non-deductible expenses		302		94
Withholding tax		300		–
Tax losses and other temporary differences not recognized		3,244		2,622
Income taxes at different rates in foreign and other provincial jurisdictions		(233)		(256)
Other		(53)		231
Total	$	300	$	–

Schedule of Income Tax Loss Carryforwards

For the years ended	2018		2017
2024	$	118	$	118
2025		244		244
2026		512		512
2027		14		14
2028		1		1
2029		517		517
2030		7,208		7,208
2031		6,243		6,432
2032		5,524		5,706
2033		–		–
2034		4,814		4,680
2035		5,798		6,238
2036		5,237		5,411
2037		4,789		4,853
2038		6,177		–
No expiry		62,757		61,518
Total	$	109,953	$	103,452

Schedule of Deductible Temporary Differences and Unused Tax Losses

Year ended December 31,	2018		2017
Non-capital losses	$	30,508	$	30,984
Investment tax credits		1,649		1,349
Scientific research and experimental development		745		745
Property, plant and equipment and intellectual property		1,592		1,406
Provisions		200		131
Other		850		669
Total	$	35,544	$	35,283

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Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2018

Net Loss Per Share [abstract]

Schedule of Net Loss Per Share

Year ended December 31,	2018		2017
Net loss	$	(13,339)	$	(11,140)
Change in accounting policy (note 5)		–		374
Net loss, restated		(13,339)		(10,766)
Weighted average number of shares outstanding – basic		15,441,947		13,947,636
Dilutive effect of stock options		–		–
Dilutive effect of warrants		–		–
Weighted average number of shares outstanding – diluted		15,441,947		13,947,636
Net loss per share – basic and diluted	$	(0.86)	$	(0.77)

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies [abstract]

Schedule of Costs to be Transferred to Joint Venture

	December 31,
	2018
Total cumulative cost of 2.5MW Power-To-Gas unit	$	8,792
Funding received from the IDF (C$4,000)		(2,941)
Cumulative costs transferred to the joint venture (note 12)		(3,402)
Foreign exchange loss on disposal		(117)
Costs recorded as research and product development costs		(2,332)
Costs remaining to be transferred to the joint venture	$	-

Summary of Rental Expenses

For the years ended
2019	$	1,088
2020		885
2021		724
2022		387
2023		290
Thereafter		560
Total	$	3,934

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Consolidated Statements of Cash Flows (Tables)

12 Months Ended

Dec. 31, 2018

Consolidated Statements of Cash Flows [abstract]

Schedule of Components of Net Change in Non-cash Working Capital

Year ended December 31,	2018		2017
			Restated (Note 5)
Decrease (increase) in current assets
Trade and other receivables	$	1,834	$	(4,013)
Contract assets		921		(1,006)
Inventories		(2,497)		3,343
Prepaid expenses		(603)		(152)
Increase (decrease) in current liabilities
Trade and other payables, including provisions		(1,164)		1,616
Contract liabilities		2,260		(282)
Deferred funding		999		271
Total	$	1,750	$	(223)

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Segmented Financial Information (Tables)

12 Months Ended

Dec. 31, 2018

Segmented Financial Information [abstract]

Schedule of Reportable Segments

Financial information by reportable segment for the years ended December 31, 2018 and 2017 was as follows:

	OnSite		Power		Corporate
Year ended December 31, 2018	Generation		Systems		and Other		Total
Revenue transferred at a point in time	$	17,463	$	12,152	$	–	$	29,615
Revenue transferred over time		845		3,436		–		4,281
Revenues from external customers		18,308		15,588		–		33,896
Gross profit		2,648		6,077		–		8,725
Selling, general and administrative expenses		2,959		4,276		4,378		11,613
Research and product development expenses		2,927		4,495		64		7,486
Segment loss		(3,238)		(2,694)		(4,442)		(10,374)
Loss in joint venture		–		–		(1,637)		(1,637)
Interest expense, net		–		–		(1,469)		(1,469)
Foreign currency gains, net		–		–		144		144
Other finance gains, net		–		–		297		297
Loss before income taxes	$	(3,238)	$	(2,694)	$	(7,107)		(13,039)

	OnSite		Power		Corporate
Year ended December 31, 2017	Generation		Systems		and Other		Total
Revenue transferred at a point in time	$	24,385	$	19,393	$	–	$	43,778
Revenue transferred over time		883		3,454				4,337
Revenues from external customers		25,268		22,847		–		48,115
Gross profit		3,663		8,015		–		11,678
Selling, general and administrative expenses		3,381		4,321		5,924		13,626
Research and product development expenses		1,275		4,996		105		6,376
Segment loss		(993)		(1,302)		(6,029)		(8,324)
Loss in joint venture		–		–		(334)		(334)
Interest expense, net		–		–		(1,812)		(1,812)
Foreign currency gains, net		–		–		635		635
Other finance losses, net		–		–		(931)		(931)
Loss before income taxes	$	(993)	$	(1,302)	$	(8,471)		(10,766)

Revenue, cost of sales and selling, general and administrative expenses for the comparative year have been restated to reflect the retrospective application of IFRS 15 adopted effective January 1, 2018. See Note 5.

Balance sheet information by reportable segment at December 31, 2018 and 2017 was as follows:

	OnSite		Power		Corporate
At December 31, 2018	Generation		Systems		and Other		Total
Cash and cash equivalents and restricted cash	$	5,343	$	162	$	3,232	$	8,737
Trade and other receivables		1,949		4,779		–		6,728
Contract assets (current and non-current)		1,678		4,545		–		6,223
Inventories		6,324		10,850		–		17,174
Prepaid expenses		368		1,353		239		1,960
Investment in joint ventures		–		–		1,644		1,644
Property, plant and equipment		272		2,595		–		2,867
Goodwill and intangibles		4,427		10		154		4,591
Total Assets	$	20,361	$	24,294	$	5,269	$	49,924
Current liabilities	$	12,039	$	15,408	$	3,346	$	30,793
Non-current liabilities		1,180		3,575		3,415		8,170
Total Liabilities	$	13,219	$	18,983	$	6,761	$	38,963

	OnSite		Power		Corporate
At December 31, 2017	Generation		Systems		and Other		Total
Cash and cash equivalents and restricted cash	$	6,836	$	1,160	$	14,418	$	22,414
Trade and other receivables		4,936		3,800		–		8,736
Contract assets (current and non-current)		676		6,547		–		7,223
Inventories		8,045		7,003		–		15,048
Prepaid expenses		270		928		176		1,374
Investment in joint venture		–		–		2,797		2,797
Property, plant and equipment		329		3,545		–		3,874
Goodwill and intangibles		4,659		6		84		4,749
Total Assets	$	25,751	$	22,989	$	17,475	$	66,215
Current liabilities	$	11,400	$	14,538	$	4,356	$	30,294
Non-current liabilities		1,138		4,737		5,873		11,748
Total Liabilities	$	12,538	$	19,275	$	10,229	$	42,042

Schedule of Property, Plant and Equipment by Country

Year ended December 31,	2018		2017
Canada	$	2,497	$	3,371
Belgium		272		329
Germany		98		174
Total	$	2,867	$	3,874

Schedule of Revenue From Customers

Revenue from external customers by region was as follows:

Year ended December 31,	2018		2017
				Restated (Note 5)
Asia	$	12,514	$	24,120
European Union		10,891		16,917
North America		3,400		1,514
Eastern Europe		2,896		2,697
South and Central America		2,698		350
Africa		616		1,145
Middle East		456		1,037
Oceania and Caribbean		425		335
Total	$	33,896	$	48,115
Revenue by product type was as follows:
Year ended December 31,	2018		2017
				Restated (Note 5)
Sale of equipment	$	24,295	$	40,601
Spare parts and maintenance		6,267		5,662
Product development services		2,063		581
Exclusivity fees		1,271		1,271
Total revenues by product type	$	33,896	$	48,115
Revenue by market application was as follows:
Year ended December 31,	2018		2017
				Restated (Note 5)
Heavy duty motive	$	13,855	$	21,955
Back-up power		1,082		–
Technology solutions		1,397		850
Power to gas energy storage		1,086		8,069
Industrial hydrogen		14,259		16,578
Fueling stations		2,217		663
Total revenues by market application	$	33,896	$	48,115

Revenue for the largest customers as a percentage of the total revenue was as follows:

Year ended December 31,	2018		2017
First largest (Power segment)	13	%	21	%
Second largest (Power segment)	9	%	10	%
Third largest (Power segment)	5	%	8	%
Fourth largest (OnSite Generation segment)	5	%	7	%
All other customers	68	%	54	%
Total	100	%	100	%

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Risk Management Arising From Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2018

Risk Management Arising From Financial Instruments [abstract]

Schedule of Fair Value of Financial Instruments

At December 31,	2018		2017
			Restated (Note 5)
Cash and cash equivalents	$	7,561	$	21,511
Restricted cash (current and non-current)		1,176		903
Restricted cash – non-current
Trade and other receivables, including contract assets		12,951		15,959
Financial assets at amortized cost (IAS 39 - Loans and receivables)	$	21,688	$	38,373
Trade and other payables	$	9,068	$	9,736
Long-term debt and repayable government contribution (current and non-current)		8,049		11,240
Operating borrowings		–		1,200
Contract liabilities, current and non-current		16,001		14,044
Capital lease		33		44
Financial liabilities at amortized cost (IAS 39 - Other financial liabilities)	$	33,151	$	36,264
DSU liability		730		1,406
Warrants		11		409
Financial liabilities at fair value through profit or loss	$	741	$	1,815

Schedule of Contractual Maturity of Net Financial Liabilities

	Due in less		Due in 1-3		Due in 4-5
At December 31, 2018	than 1 year		years		years
Trade and other payables	$	9,068	$	–	$	–
DSU liability		730		–		–
Warrants		11		–		–
Long-term debt – Province of Ontario and EDC		3,760		6,493		7
Total	$	13,569	$	6,493	$	7

	Due in less		Due in 1-3		Due in 4-5
At December 31, 2017	than 1 year		years		years
Trade and other payables	$	9,736	$	–	$	–
DSU liability		1,406		–		–
Operating borrowings		1,200		–		–
Warrants		409		–		–
Long-term debt – Province of Ontario and EDC		4,653		7,243		3,123
Total	$	17,404	$	7,243	$	3,123

Schedule of Exposure to Credit Risk by Aging Receivables

At December 31,	2018		2017
Not due	76	%	77	%
Less than 30 days past due	8		11
Less than 60 days past due, more than 30 days past due	1		1
More than 60 days past due	15		11
Total	100	%	100	%

Schedule of Exposure to Credit Risk for Trade Receivables by Geographic Area

At December 31,	2018		2017
Europe	62	%	64	%
North America	5		4
Asia	31		30
Rest of world	2		2
Total	100	%	100	%

Schedule of Loss Allowance for Trade Receivables and Contract Assets

January 1, 2018:	Not yet due	Less than 31 days past due	31-60 days past due	More than 60 days past due	Total
Expected loss rate	0.01%	0.05%	0.21%	1.34%
Gross carrying amount	$           9,849	$              2,482	$               166	$            1,192	$         13,689
Loss allowance	$                  1	$                     1	$                   0	$                 16	$                18

The loss allowance for trade receivables and contract assets as at December 31, 2017 reconciled to the opening loss allowances on January 1, 2018 is as follows:

	Contract Assets	Trade and other receivables	Total
At December 31, 2017 under IAS 39	$               -	$         943	$         943
Write-off of amounts deemed uncollectible against gross receivables	-	(925)	(925)
Opening loss allowance as at January 1, 2018	$               -	$18	$18

The loss allowance at December 31, 2018 was determined as follows for both trade receivables and contract assets:

December 31, 2018:	Not yet due	Less than 31 days past due	31-60 days past due	More than 60 days past due	Total
Expected loss rate	0.1%	2.6%	3.1%	0.9%
Gross carrying amount	$             8,334	$                  529	$                  96	$                577	$           9,536
Loss allowance	$                    8	$                    14	$                    3	$                    5	$                30

Schedule of Exposure to Credit Risk Relating to Cash and Cash Equivalents and Restricted Cash on Deposit by Geographic Area

	2018		2017
Canada	37	%	65	%
Belgium	61		30
Germany	2		5
	100	%	100	%

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Capital Management (Tables)

12 Months Ended

Dec. 31, 2018

Capital Management [abstract]

Schedule of Capital

At December 31,	2018		2017
Total equity	$	10,961	$	24,173
Operating borrowings		–		1,200
Long-term debt and repayable government contributions, including current portion		8,082		11,284
Total		19,043		36,657
Less Cash and cash equivalents and restricted cash		8,737		22,414
Total capital employed	$	10,306	$	14,243

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Summary of Significant Accounting Policies (Narrative) (Details)	12 Months Ended
	Dec. 31, 2018 segment
Summary of Significant Accounting Policies [line items]
Intangible assets, useful lives or amortisation rates	30.00%
Number of reportable segments	2
Stock option, vesting percentage per year	25.00%
Stock options period, initial vesting	1 year
Stock options period, after initial vesting period	3 years
Stock options, expiration period	10 years
Restricted stock vesting period	3 years
Top of Range [member]
Summary of Significant Accounting Policies [line items]
Warranty period	2 years

XML

Summary of Significant Accounting Policies (Schedule of Depreciation Rates) (Details)	12 Months Ended
	Dec. 31, 2018
Furniture And Equipment [member] | Bottom of range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, useful lives or amortisation rates	20.00%
Furniture And Equipment [member] | Top of Range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, useful lives or amortisation rates	30.00%
Computer equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, useful lives or amortisation rates	30.00%
Automobiles [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, useful lives or amortisation rates	30.00%

XML

Significant Accounting Judgments and Estimation Uncertainties (Narrative) (Details)	12 Months Ended
	Dec. 31, 2018
Top of Range [member]
Significant Accounting Judgments and Estimation Uncertainties [line items]
Warranty Period	2 years

XML

IFRS 9 Financial Instruments & IFRS 15 Revenue from Contracts with Customers - Impact of Adoption (Schedule Of Adjustments To Balance Sheets) (Details) - USD ($) $ in Thousands		Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017		Dec. 31, 2016
Current assets
Cash and cash equivalents		$ 7,561	$ 21,511	[1]	$ 10,338	[1]	$ 10,338
Restricted cash		935	435	[1]	405	[1]
Trade and other receivables		6,728	8,736	[1]	5,144	[1]
Contract assets		4,534	6,578	[1]	5,572	[1]
Inventories		17,174	15,048	[1]	17,130	[1]
Prepaid expenses		1,960	1,374	[1]	1,198	[1]
Total current assets		38,892	53,682	[1]	39,787	[1]
Non-current assets
Restricted cash		241	468	[1]	535	[1]
Contract assets		1,689	645	[1]
Investment in joint ventures		1,644	2,797	[1]	1,750	[1]
Property, plant and equipment		2,867	3,874	[1]	4,095	[1]	4,095
Intangible assets		232	180	[1]	203	[1]
Goodwill		4,359	4,569	[1]	4,019	[1]	4,019
Total non-current assets		11,032	12,533	[1]	10,602	[1]
Total assets		49,924	66,215	[1]	50,389	[1]
Current liabilities
Operating borrowings	[1]		1,200		2,111
Trade and other payables		9,068	9,736	[1]	7,235	[1]
Contract liabilities		14,581	11,821	[1]	10,268	[1]
Financial liabilities		3,359	4,913	[1]	3,939	[1]
Provisions		2,041	1,744	[1]	2,045	[1]
Deferred funding		1,744	880	[1]	508	[1]
Total current liabilities		30,793	30,294	[1]	26,106	[1]
Non-current liabilities
Other liabilities		5,711	8,516	[1]	9,262	[1]
Contract liabilities		1,420	2,223	[1]	3,494	[1]
Provisions		810	976	[1]	841	[1]
Deferred funding		229	33	[1]	12	[1]
Total non-current liabilities		8,170	11,748	[1]	13,609	[1]
Total liabilities		38,963	42,042	[1]	39,715	[1]
Equity
Share capital		387,911	387,746	[1]	365,923	[1]
Contributed surplus		20,717	19,885	[1]	19,255	[1]
Accumulated other comprehensive loss		(2,681)	(1,811)	[1]	(3,623)	[1]
Deficit		(394,986)	(381,647)	[1]	(370,881)	[1]
Total equity		10,961	24,173	[1]	10,674	[1]	$ 10,382
Total equity and liabilities		$ 49,924	66,215	[1]	50,389	[1]
IFRS 15 [member]
Current assets
Cash and cash equivalents			21,511
Restricted cash			435
Trade and other receivables			8,736
Contract assets			6,578
Inventories			15,048
Prepaid expenses			1,374
Total current assets			53,682
Non-current assets
Restricted cash			468
Contract assets			645
Investment in joint ventures			2,797
Property, plant and equipment			3,874
Intangible assets			180
Goodwill			4,569
Total non-current assets			12,533
Total assets			66,215
Current liabilities
Operating borrowings			1,200
Trade and other payables			9,736
Contract liabilities			11,821
Financial liabilities			4,913
Provisions			1,744
Deferred funding			880
Total current liabilities			30,294
Non-current liabilities
Other liabilities			8,516
Contract liabilities			2,223
Provisions			976
Deferred funding			33
Total non-current liabilities			11,748
Total liabilities			42,042
Equity
Share capital			387,746
Contributed surplus			19,885
Accumulated other comprehensive loss			(1,811)
Deficit			(381,647)
Total equity			24,173
Total equity and liabilities			66,215
Restatement [member] | IFRS 15 [member]
Current assets
Cash and cash equivalents					10,338
Restricted cash					405
Trade and other receivables					5,144
Contract assets					5,572
Inventories					17,130
Prepaid expenses					1,198
Total current assets					39,787
Non-current assets
Restricted cash					535
Investment in joint ventures					1,750
Property, plant and equipment					4,095
Intangible assets					203
Goodwill					4,019
Total non-current assets					10,602
Total assets					50,389
Current liabilities
Operating borrowings					2,111
Trade and other payables					7,235
Contract liabilities					10,268
Financial liabilities					3,939
Provisions					2,045
Deferred funding					508
Total current liabilities					26,106
Non-current liabilities
Other liabilities					9,262
Contract liabilities					3,494
Provisions					841
Deferred funding					12
Total non-current liabilities					13,609
Total liabilities					39,715
Equity
Share capital					365,923
Contributed surplus					19,255
Accumulated other comprehensive loss					(3,623)
Deficit					(370,881)
Total equity					10,674
Total equity and liabilities					50,389
Previously reported [member] | IFRS 15 [member]
Current assets
Cash and cash equivalents			21,511
Restricted cash			435
Trade and other receivables			14,292
Inventories			15,164
Prepaid expenses			978
Total current assets			52,380
Non-current assets
Restricted cash			468
Non-current receivables			645
Investment in joint ventures			2,797
Property, plant and equipment			3,874
Intangible assets			180
Goodwill			4,569
Total non-current assets			12,533
Total assets			64,913
Current liabilities
Operating borrowings			1,200
Trade and other payables			9,736
Financial liabilities			4,913
Provisions			1,174
Deferred revenue			12,734
Total current liabilities			29,757
Non-current liabilities
Other liabilities			8,516
Provisions			921
Deferred revenue			2,223
Total non-current liabilities			11,660
Total liabilities			41,417
Equity
Share capital			387,746
Contributed surplus			19,885
Accumulated other comprehensive loss			(1,822)
Deficit			(382,313)
Total equity			23,496
Total equity and liabilities			64,913
Previously reported [member] | Restatement [member] | IFRS 15 [member]
Current assets
Cash and cash equivalents					10,338
Restricted cash					405
Trade and other receivables					9,802
Inventories					17,208
Prepaid expenses					918
Total current assets					38,671
Non-current assets
Restricted cash					535
Investment in joint ventures					1,750
Property, plant and equipment					4,095
Intangible assets					203
Goodwill					4,019
Total non-current assets					10,602
Total assets					49,273
Current liabilities
Operating borrowings					2,111
Trade and other payables					7,235
Financial liabilities					3,939
Provisions					1,221
Deferred revenue					10,788
Total current liabilities					25,294
Non-current liabilities
Other liabilities					9,262
Provisions					841
Deferred revenue					3,494
Total non-current liabilities					13,597
Total liabilities					38,891
Equity
Share capital					365,923
Contributed surplus					19,255
Accumulated other comprehensive loss					(3,623)
Deficit					(371,173)
Total equity					10,382
Total equity and liabilities					49,273
Remeasurements [member] | IFRS 15 [member]
Current assets
Contract assets			1,022
Prepaid expenses			396
Total current assets			1,418
Non-current assets
Total assets			1,418
Current liabilities
Provisions			741
Total current liabilities			741
Non-current liabilities
Total liabilities			741
Equity
Accumulated other comprehensive loss			11
Deficit			666
Total equity			677
Total equity and liabilities			1,418
Remeasurements [member] | Restatement [member] | IFRS 15 [member]
Current assets
Contract assets					914
Prepaid expenses					280
Total current assets					1,194
Non-current assets
Total assets					1,194
Current liabilities
Provisions					902
Total current liabilities					902
Non-current liabilities
Total liabilities					902
Equity
Deficit					292
Total equity					292
Total equity and liabilities					1,194
Reclassifications [member] | IFRS 15 [member]
Current assets
Trade and other receivables			(5,556)
Contract assets			5,556
Inventories			(116)
Total current assets			(116)
Non-current assets
Non-current receivables			(645)
Contract assets			645
Total assets			(116)
Current liabilities
Contract liabilities			11,821
Provisions			(171)
Deferred funding			880
Deferred revenue			(12,734)
Total current liabilities			(204)
Non-current liabilities
Contract liabilities			2,223
Provisions			55
Deferred funding			33
Deferred revenue			(2,223)
Total non-current liabilities			88
Total liabilities			(116)
Equity
Total equity and liabilities			$ (116)
Reclassifications [member] | Restatement [member] | IFRS 15 [member]
Current assets
Trade and other receivables					(4,658)
Contract assets					4,658
Inventories					(78)
Total current assets					(78)
Non-current assets
Total assets					(78)
Current liabilities
Contract liabilities					10,268
Provisions					(78)
Deferred funding					508
Deferred revenue					(10,788)
Total current liabilities					(90)
Non-current liabilities
Contract liabilities					3,494
Deferred funding					12
Deferred revenue					(3,494)
Total non-current liabilities					12
Total liabilities					(78)
Equity
Total equity and liabilities					$ (78)

[1] Restated (Note 5)

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IFRS 9 Financial Instruments & IFRS 15 Revenue from Contracts with Customers - Impact of Adoption (Schedule Of Adjustments To Statement Of Operations And Comprehensive Loss) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
Disclosure of reclassifications or changes in presentation [line items]
Revenues		$ 33,896	$ 48,115	[1]
Cost of sales		25,171	36,437	[1]
Gross profit		8,725	11,678	[1]
Operating expenses
Selling, general and administrative expenses		11,613	13,626	[1]
Research and product development expenses		7,486	6,376	[1]
Total operating expenses		19,099	20,002	[1]
Loss from operations		(10,374)	(8,324)	[1]
Loss from joint ventures		(1,637)	(334)	[1]
Finance income (loss)
Interest expense, net on financial instruments measured at amortized cost		(1,469)	(1,812)	[1]
Foreign currency gains net	[2]	144	635	[1]
Other finance gains (losses), net		297	(931)	[1]
Finance loss, net		(1,028)	(2,108)	[1]
Loss before income taxes		(13,039)	(10,766)	[1]
Income tax expense		300		[1]
Profit (loss)		(13,339)	(10,766)	[1]
Items that will not be reclassified subsequently to net loss:
Re-measurement of actuarial liability		70	98	[1]
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations		(940)	1,714	[1]
Total comprehensive income		$ (14,209)	(8,954)	[1]
IFRS 15 [member]
Disclosure of reclassifications or changes in presentation [line items]
Revenues			48,115
Cost of sales			36,437
Gross profit			11,678
Operating expenses
Selling, general and administrative expenses			13,626
Research and product development expenses			6,376
Total operating expenses			20,002
Loss from operations			(8,324)
Loss from joint ventures			(334)
Finance income (loss)
Interest expense, net on financial instruments measured at amortized cost			(1,812)
Foreign currency gains net			635
Other finance gains (losses), net			(931)
Finance loss, net			(2,108)
Loss before income taxes			(10,766)
Profit (loss)			(10,766)
Items that will not be reclassified subsequently to net loss:
Re-measurement of actuarial liability			98
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations			1,714
Total comprehensive income			(8,954)
Previously reported [member] | IFRS 15 [member]
Disclosure of reclassifications or changes in presentation [line items]
Revenues			48,052
Cost of sales			36,632
Gross profit			11,420
Operating expenses
Selling, general and administrative expenses			13,742
Research and product development expenses			6,376
Total operating expenses			20,118
Loss from operations			(8,698)
Loss from joint ventures			(334)
Finance income (loss)
Interest expense, net on financial instruments measured at amortized cost			(1,812)
Foreign currency gains net			635
Other finance gains (losses), net			(931)
Finance loss, net			(2,108)
Loss before income taxes			(11,140)
Profit (loss)			(11,140)
Items that will not be reclassified subsequently to net loss:
Re-measurement of actuarial liability			98
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations			1,703
Total comprehensive income			(9,339)
Remeasurements [member] | IFRS 15 [member]
Disclosure of reclassifications or changes in presentation [line items]
Revenues			63
Cost of sales			(195)
Gross profit			258
Operating expenses
Selling, general and administrative expenses			(116)
Total operating expenses			(116)
Loss from operations			374
Finance income (loss)
Loss before income taxes			374
Profit (loss)			374
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations			11
Total comprehensive income			$ 385

[1] Restated (Note 5)

[2] Foreign currency gains (losses) include a gain of $223 on borrowings for the year ended December 31, 2018 (2017 - loss of $223).

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Cash and Cash Equivalents and Restricted Cash (Narrative) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Cash and Cash Equivalents and Restricted Cash [abstract]
Standby letters of credit and letters of guarantee	$ 2,890	$ 2,821

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Cash and Cash Equivalents and Restricted Cash (Schedule of Cash and Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]	Dec. 31, 2016
Cash and Cash Equivalents and Restricted Cash [abstract]
Cash and cash equivalents	$ 7,561	$ 21,511	[1]	$ 10,338		$ 10,338
Restricted cash	935	435	[1]	405
Restricted cash - non-current	241	468	[1]	$ 535
Total	$ 8,737	$ 22,414

[1] Restated (Note 5)

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Trade and Other Receivables (Schedule of Trade and Other Receivables) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]
Trade and Other Receivables [abstract]
Trade accounts receivables	$ 3,313	$ 6,466
Less: provision for impairment (note 35)	(30)	(18)
Net trade accounts receivable	3,283	6,448
Other receivables	3,445	2,288
Total trade and other current receivables	$ 6,728	$ 8,736	[1]	$ 5,144

[1] Restated (Note 5)

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Contract Assets And Contract Liabilities (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of transaction price allocated to remaining performance obligations [line items]
Contract assets relating to receivables	$ 4,048,000	$ 4,764,000
Revenue recognized in relation to contract liabilities	7,042,000	$ 895,000
Revenue from performance obligations satisfied or partially satisfied in previous periods	0
Expected balance to be recognized as revenues	49,000,000
Beyond 12-months [Member]
Disclosure of transaction price allocated to remaining performance obligations [line items]
Expected balance to be recognized as revenues	$ 83,700,000

XML

Contract Assets And Contract Liabilities (Schedule Of Contract Assets And Contract Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]
Disclosure of reclassifications or changes in presentation [line items]
Contract assets	$ 6,223	$ 7,223
Less: non-current portion	(1,689)	(645)	[1]
Current portion	4,534	6,578	[1]	$ 5,572
Contract liabilities	16,001	14,044
Contract liabilities	(1,420)	(2,223)	[1]	(3,494)
Current portion	14,581	$ 11,821	[1]	$ 10,268
$ change [member]
Disclosure of reclassifications or changes in presentation [line items]
Contract assets	(1,000)
Less: non-current portion	(1,044)
Current portion	(2,044)
Contract liabilities	1,957
Contract liabilities	803
Current portion	$ 2,760

[1] Restated (Note 5)

XML

Contract Assets And Contract Liabilities (Schedule Of Performance Obligations) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Disclosure of performance obligations [line items]
Total	$ 132,700	$ 144,600
OnSite Generation [member]
Disclosure of performance obligations [line items]
Total	20,600	19,900
Power Systems [member]
Disclosure of performance obligations [line items]
Total	$ 112,100	$ 124,700

XML

Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]
Inventories [abstract]
Raw materials	$ 9,954	$ 9,708
Work-in-progress	6,349	4,750
Finished goods	871	590
Total inventories	$ 17,174	$ 15,048	[1]	$ 17,130

[1] Restated (Note 5)

XML

Inventories (Inventory Obsolescence Provision) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of Inventories [line items]
Beginning balance	$ 2,720
Foreign exchange revaluation	(106)	$ 286
Ending balance	2,851	2,720
Inventory Obsolescence Provisions [member]
Disclosure of Inventories [line items]
Beginning balance	1,534	1,332
Net increase in the provision	834	873
Writedowns during the period	(779)	(691)
Foreign exchange revaluation	5	20
Ending balance	$ 1,594	$ 1,534

XML

Prepaid Expenses (Schedule Of Prepaid Expenses) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]
Disclosure of assets recognised from costs to obtain or fulfil contracts with customers [line items]
Prepaid expenses	$ 1,960	$ 1,374	[1]	$ 1,198
Amortized costs incurred to obtain contracts with customers	33	167
Pre-contract costs [member]
Disclosure of assets recognised from costs to obtain or fulfil contracts with customers [line items]
Prepaid expenses	1,593	978
Costs to obtain contracts with customers [member]
Disclosure of assets recognised from costs to obtain or fulfil contracts with customers [line items]
Prepaid expenses	$ 367	$ 396

[1] Restated (Note 5)

XML

Investment in Joint Ventures (Narrative) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) item	Dec. 31, 2017 USD ($)
Disclosure of joint ventures [line items]
Number of nominees in the board of directors from each party in the joint venture | item	2
Proceeds from sales of investment property	$ 700	$ 1,035
Gain (loss) on disposal of transferred assets	30	(146)
Capitalized cost of equity investment	$ 8	35
Legal costs capitalized		93
2562961 Ontario Ltd. [member]
Disclosure of joint ventures [line items]
Number of Board of Directors in joint venture | item	5
Sold joint venture assets	$ 1,372	2,030
Kolon Hydrogenics [member]
Disclosure of joint ventures [line items]
Number of Board of Directors in joint venture | item	4
Enbridge [member]
Disclosure of joint ventures [line items]
Equity investment percentage	49.00%
Number of nominees in the board of directors from each party in the joint venture | item	3
Proceeds from sales of investment property	$ 672	$ 995
Kolon Water And Energy Co. Ltd [member]
Disclosure of joint ventures [line items]
Proportion of ownership interest in joint venture	49.00%
Number of nominees in the board of directors from each party in the joint venture | item	2

XML

Investment in Joint Ventures (Joint Venture Using Equity Method) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
Disclosure of joint ventures [line items]
Investment in joint venture, beginning balance	[1]	$ 2,797
Investment in joint venture, ending balance		1,644	$ 2,797	[1]
Enbridge [member]
Disclosure of joint ventures [line items]
Investment in joint venture, beginning balance		1,176
Equity investment in joint venture		664	1,123
Loss from investment in joint venture using HLBV method		(76)
Amortization of deferred loss on disposal		(10)	(9)
Foreign currency translation (loss) gain		(110)	62
Investment in joint venture, ending balance		1,644	1,176
Kolon Water And Energy Co. Ltd [member]
Disclosure of joint ventures [line items]
Investment in joint venture, beginning balance		1,621	1,750
Share in gain (loss) of joint venture		(1,561)	(334)
Foreign currency translation (loss) gain		$ (60)	205
Investment in joint venture, ending balance			$ 1,621

[1] Restated (Note 5)

XML

Investment in Joint Ventures (Summary Of Balance Sheet Information) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]
Assets [abstract]
Current assets	$ 38,892	$ 53,682	[1]	$ 39,787
Non-current assets	11,032	12,533	[1]	10,602
Total assets	49,924	66,215	[1]	50,389
Liabilities [abstract]
Current liabilities	30,793	30,294	[1]	26,106
Non-current liabilities	8,170	11,748	[1]	13,609
Total liabilities	38,963	42,042	[1]	$ 39,715
2562961 Ontario Ltd. [member]
Assets [abstract]
Current assets	439	1
Non-current assets	3,202	2,156
Total assets	3,641	2,157
Liabilities [abstract]
Current liabilities	293
Total liabilities	293
Net assets (liabilities)	$ 3,348	$ 2,157

[1] Restated (Note 5)

XML

Investment in Joint Ventures (Summary Of Gain (Loss) From Continuing Operations And Total Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of joint ventures [line items]
Revenue	$ 33,896	$ 48,115	[1]
Earnings before income taxes	(13,039)	(10,766)	[1]
Joint venture gain (loss) from continuing operations	(1,637)	(334)	[1]
2562961 Ontario Ltd. [member]
Disclosure of joint ventures [line items]
Revenue	627
Earnings before income taxes	71	1
Joint venture gain (loss) from continuing operations	$ 52	$ 1

[1] Restated (Note 5)

XML

Investment in Joint Ventures (Reconciliation Of Joint Venture's Financial Information To Carrying Amount) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
Disclosure of joint ventures [line items]
Investment in joint venture, beginning balance	[1]	$ 2,797
Investment in joint venture, ending balance		1,644	$ 2,797	[1]
2562961 Ontario Ltd. [member]
Disclosure of joint ventures [line items]
Investment in joint venture, beginning balance		2,157
Equity investment in joint venture		1,372	2,030
Joint venture earnings during the year		(52)	(1)
Foreign currency translation (loss) gain		(233)	126
Investment in joint venture, ending balance		3,348	2,157
Unrealized (gains) losses on sales		56	71
Adjusted net assets		3,404	2,228
Company's share of net assets using the HLBV method		1,570	1,092
Plus: Capitalization of legal costs		93	93
Less: amortization of deferred loss on disposal		(19)	(9)
Investment in joint venture, ending balance		$ 1,644	$ 1,176
Kolon Water And Energy Co. Ltd [member]
Disclosure of joint ventures [line items]
Proportion of ownership interest in joint venture		49.00%

[1] Restated (Note 5)

XML

Property, Plant and Equipment (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of detailed information about property, plant and equipment [line items]
Assets transferred	$ 1,343	$ 2,189
Selling, general and administrative expense	11,613	13,626	[1]
Research and development expense	7,486	6,376	[1]
Cost of sales	25,171	36,437	[1]
Construction in Progress [member]
Disclosure of detailed information about property, plant and equipment [line items]
Capital costs		1,342
Assets transferred	1,342	2,176
Depreciation Property Plant And Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Selling, general and administrative expense	454	397
Research and development expense	104	81
Cost of sales	$ 82	$ 137

[1] Restated (Note 5)

XML

Property, Plant and Equipment (Schedule Of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	$ 3,874	[1]	$ 4,095
Additions	1,001		2,499
Disposals	(1,343)		(2,189)
Depreciation, property, plant and equipment	(640)		(615)
Foreign exchange	(25)		84
Net book value, ending balance	2,867		3,874	[1]
Plant And Test Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	183		214
Additions	155		55
Disposals			(11)
Depreciation, property, plant and equipment	(100)		(104)
Foreign exchange	(8)		29
Net book value, ending balance	230		183
Furniture And Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	1,187		1,270
Additions	373		233
Disposals
Depreciation, property, plant and equipment	(333)		(338)
Foreign exchange	(9)		22
Net book value, ending balance	1,218		1,187
Computer equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	204		182
Additions	58		91
Disposals	(1)		(2)
Depreciation, property, plant and equipment	(90)		(97)
Foreign exchange	(4)		30
Net book value, ending balance	167		204
Leasehold improvements [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	352		308
Additions	290		117
Disposals
Depreciation, property, plant and equipment	(117)		(76)
Foreign exchange	(4)		3
Net book value, ending balance	521		352
Construction in Progress [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	1,948		2,121
Additions	125		2,003
Disposals	(1,342)		(2,176)
Depreciation, property, plant and equipment
Foreign exchange
Net book value, ending balance	731		1,948
Total Cost [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	13,535
Net book value, ending balance	12,924		13,535
Total Cost [member] | Plant And Test Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	3,604
Net book value, ending balance	3,712		3,604
Total Cost [member] | Furniture And Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	5,648
Net book value, ending balance	5,889		5,648
Total Cost [member] | Computer equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	558
Net book value, ending balance	548		558
Total Cost [member] | Leasehold improvements [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	1,777
Net book value, ending balance	2,044		1,777
Total Cost [member] | Construction in Progress [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	1,948
Net book value, ending balance	731		1,948
Accumulated depreciation and amortisation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	(9,661)
Net book value, ending balance	(10,057)		(9,661)
Accumulated depreciation and amortisation [member] | Plant And Test Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	(3,421)
Net book value, ending balance	(3,482)		(3,421)
Accumulated depreciation and amortisation [member] | Furniture And Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	(4,461)
Net book value, ending balance	(4,671)		(4,461)
Accumulated depreciation and amortisation [member] | Computer equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	(354)
Net book value, ending balance	(381)		(354)
Accumulated depreciation and amortisation [member] | Leasehold improvements [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance	(1,425)
Net book value, ending balance	(1,523)		(1,425)
Accumulated depreciation and amortisation [member] | Construction in Progress [member]
Disclosure of detailed information about property, plant and equipment [line items]
Net book value, beginning balance
Net book value, ending balance

[1] Restated (Note 5)

XML

Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Intangible Assets [abstract]
Amortization	$ 66	$ 57

XML

Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
Disclosure of detailed information about intangible assets [line items]
Intangible assets other than goodwill at beginning of period	[1]	$ 180
Amortization		66	$ 57
Intangible assets other than goodwill at end of period		232	180	[1]
Computer Software [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets other than goodwill at beginning of period		180	203
Additions		125	25
Amortization		(66)	(57)
Foreign exchange		(7)	9
Intangible assets other than goodwill at end of period		232	180
Total Cost [member] | Computer Software [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets other than goodwill at beginning of period		2,043
Intangible assets other than goodwill at end of period		2,158	2,043
Accumulated depreciation and amortisation [member] | Computer Software [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets other than goodwill at beginning of period		(1,863)
Intangible assets other than goodwill at end of period		$ (1,926)	$ (1,863)

[1] Restated (Note 5)

XML

Goodwill (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of operating segments [line items]
Forecast period	5 years
Annual growth rate period	5 years
Compound annual growth rate	30.00%	20.00%
Growth rate after revenue period	2.00%	2.00%
Gross direct margin percentage throughout forecast period	24.50%	29.00%
Projected increase in overhead, percentage	5.00%	3.00%
Anticipated increase in research and development costs	$ 1,500,000
Percentage of working capital requirements estimated for annual sales throughout forecast period	10.00%	15.00%
Discount rate	11.60%	15.50%
Percentage deducted for estimated costs to sell	1.25%	3.00%
Percentage of entity's revenue	100.00%	100.00%
Revenue multiple trailing twelve months	2.5	3.1
Impairment loss	$ 0	$ 0
Recoverable amount to equal carrying value revenue multiple	0.5	0.3
OnSite Generation [member]
Disclosure of operating segments [line items]
Revenue multiple trailing twelve months	1.2	2.2
Power Systems [member]
Disclosure of operating segments [line items]
Implied revenue multiple trailing twelve months	4.5	3.8

XML

Goodwill (Schedule of Goodwill) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017
Changes in goodwill [abstract]
Goodwill at beginning of period	$ 4,569	[1]	$ 4,019
Foreign exchange revaluation	(210)		550
Goodwill, ending balance	$ 4,359		$ 4,569	[1]

[1] Restated (Note 5)

XML

Trade and Other Payables (Schedule Of Accounts Payable and Accrued Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]
Trade and other payables [abstract]
Trade accounts payable	$ 3,952	$ 4,612
Accrued payroll and related compensation	2,292	2,645
Supplier accruals	2,584	2,126
Accrued professional fees	206	224
Other	34	129
Total trade and other current payables	$ 9,068	$ 9,736	[1]	$ 7,235

[1] Restated (Note 5)

XML

Financial Liabilities (Narrative) (Details)				12 Months Ended
	Nov. 04, 2016 $ / shares shares	Dec. 16, 2015 USD ($)	May 08, 2015 USD ($) $ / shares shares	Dec. 31, 2018 yr	Dec. 31, 2017 USD ($) yr
Disclosure of financial liabilities [line items]
Exercise of warrants					$ 1,374,000
Expected life in years | yr				7	6
Export Development Canada [member]
Disclosure of financial liabilities [line items]
Warrant expiration date				Nov. 04, 2021
Warrants [member]
Disclosure of financial liabilities [line items]
Exercise price | $ / shares	$ 6.85
Expected life in years | yr				0.35	0.38
Warrants [member] | Export Development Canada [member]
Disclosure of financial liabilities [line items]
Shares issued | shares	200,575
Warrants [member] | Syndicate of Lenders [member]
Disclosure of financial liabilities [line items]
Shares issued | shares			250,000
Exercise price | $ / shares			$ 15.00
Warrant expiration date				May 06, 2019
Exercise of warrants		$ 10.85
Fair value of warrants			$ 885,000

XML

Financial Liabilities (Schedule of Financial Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]
Disclosure of financial liabilities [line items]
Financial liabilities	$ 3,359	$ 4,913	[1]	$ 3,939
Export Development Canada [member]
Disclosure of financial liabilities [line items]
Financial liabilities	1,983	2,470
Province of Ontario/Ministry of Research and Innovation ("MRI") [member]
Disclosure of financial liabilities [line items]
Financial liabilities	628	622
Warrants [member]
Disclosure of financial liabilities [line items]
Financial liabilities	11	409
Deferred Share Unit Liability [member]
Disclosure of financial liabilities [line items]
Financial liabilities	730	1,406
Capital Lease [member]
Disclosure of financial liabilities [line items]
Financial liabilities	$ 7	$ 6

[1] Restated (Note 5)

XML

Financial Liabilities (Schedule of Weighted Average Assumptions of Warrants) (Details) - yr	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of financial liabilities [line items]
Risk-free interest rate (%)	2.12%	1.34%
Expected volatility (%)	64.30%	64.60%
Expected life in years	7	6
Warrants [member]
Disclosure of financial liabilities [line items]
Risk-free interest rate (%)	1.86%	1.68%
Expected volatility (%)	60.10%	55.30%
Expected life in years	0.35	0.38

XML

Provisions (Schedule Of Changes In Aggregate Provisions) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]
Disclosure of other provisions [line items]
Beginning balance	$ 2,720
Additional provisions	2,720	$ 2,279
Utilized during the period	(1,690)	(1,997)
Unused provision reversed, other provisions	(793)	(734)
Foreign currency translation	(106)	286
Ending balance	2,851	2,720
Less current portion	(2,041)	(1,744)	[1]	$ (2,045)
Long-term provision	810	976	[1]	$ 841
Warranty provision [member]
Disclosure of other provisions [line items]
Beginning balance	2,095
Additional provisions	1,994	1,192
Utilized during the period	(906)	(639)
Unused provision reversed, other provisions	(781)	(734)
Foreign currency translation	(75)	214
Ending balance	2,327	2,095
Less current portion	(1,636)	(1,174)
Long-term provision	691	921
Startup And Commissioning [Member]
Disclosure of other provisions [line items]
Beginning balance	625
Additional provisions	726	1,087
Utilized during the period	(784)	(1,358)
Unused provision reversed, other provisions	(12)
Foreign currency translation	(31)	72
Ending balance	524	625
Less current portion	(405)	(570)
Long-term provision	$ 119	$ 55

[1] Restated (Note 5)

XML

Lines of Credit and Bank Guarantees (Narrative) (Details) € in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2018 EUR (€)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Disclosure of detailed information about borrowings [line items]
Solvency covenant, liability minimum percentage	25.00%
Standby Letters of Credit and Bank Guarantees [member]
Disclosure of detailed information about borrowings [line items]
Notional amount		$ 4,945
Operating Line [member]
Disclosure of detailed information about borrowings [line items]
Drawn credit		2,289
Canadian Credit Facility [member]
Disclosure of detailed information about borrowings [line items]
Notional amount		2,199
Drawn credit		399
Borrowings, current borrowing capacity		1,800	$ 2,391
Subsidiaries [member]
Disclosure of detailed information about borrowings [line items]
Notional amount | €	€ 7,000
Maximum borrowing percentage of value of awarded sales contracts	75.00%
Subsidiaries [member] | EURIBOR [member]
Disclosure of detailed information about borrowings [line items]
Basis spread on rate	1.45%
Subsidiaries [member] | Standby Letters of Credit and Bank Guarantees [member]
Disclosure of detailed information about borrowings [line items]
Drawn credit		$ 2,491
Borrowings, current borrowing capacity	€ 6,321		$ 4,377
Subsidiaries [member] | Canadian Credit Facility [member]
Disclosure of detailed information about borrowings [line items]
Notional amount | €	1,000
Awarded Sales Contracts [member] | Subsidiaries [member]
Disclosure of detailed information about borrowings [line items]
Notional amount | €	500
General Business Purposes [member] | Subsidiaries [member]
Disclosure of detailed information about borrowings [line items]
Notional amount | €	€ 1,500

XML

Other Non-current Liabilities (Narrative) (Details) $ in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2016 USD ($)	Dec. 31, 2018 USD ($) loan	Dec. 31, 2017 USD ($)	Dec. 31, 2011 CAD ($)
Disclosure of financial liabilities [line items]
Present value of obligation		$ 8,329	$ 11,614
Export Development Canada [member]
Disclosure of financial liabilities [line items]
Present value of obligation		$ 5,958	8,344
Province of Ontario/Ministry of Research and Innovation ("MRI") [member]
Disclosure of financial liabilities [line items]
Borrowings, term		5 years
Notional amount		$ 0		$ 6,000
Loan calculation eligible cost percentage				50.00%
Maximum loan draw per disbursement				$ 1,500
Borrowings, interest rate		3.67%
Loan repayment rate per year		20.00%
Present value of obligation		$ 2,091	2,896
Post-retirement Benefit [member]
Disclosure of financial liabilities [line items]
Defined contribution plan, employer guaranteed minimum return rate on employee contributions		3.75%
Defined contribution plan, employer guaranteed minimum return rate on employer contributions		3.25%
Potential additional liabilities		$ 247
Present value of obligation		247	330
Canadian Credit Facility [member]
Disclosure of financial liabilities [line items]
Notional amount		$ 2,199
Canadian Credit Facility [member] | Export Development Canada [member]
Disclosure of financial liabilities [line items]
Borrowings, term	5 years
Notional amount	$ 9,000
Number of quarterly loan repayments | loan		4
Number of quarterly loan repayments subsequent to first four quarterly payments | loan		16
Loan quarterly repayment amount, first term		$ 250
Loan quarterly repayment amount, remaining term		500
Amortized cost of loan		5,958	8,344
Interest expense		1,133	1,306
Accretion of deferred financing fees		$ 57	$ 102
Borrowings, interest rate		10.00%
Canadian Credit Facility [member] | Bottom of range [member] | Export Development Canada [member] | U.S. Prime Rate If Certain Annual Earnings Are Met [member]
Disclosure of financial liabilities [line items]
Basis spread on rate		5%
Canadian Credit Facility [member] | Top of Range [member] | Export Development Canada [member] | U.S. Prime Rate If Certain Annual Earnings Are Met [member]
Disclosure of financial liabilities [line items]
Basis spread on rate		7%

XML

Other Non-current Liabilities (Schedule of Non-current Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]
Disclosure of financial liabilities [line items]
Long-term debt	$ 8,329	$ 11,614
Less current portion	(3,359)	(4,913)	[1]	$ (3,939)
Total other non-current liabilities	5,711	8,516	[1]	$ 9,262
Export Development Canada [member]
Disclosure of financial liabilities [line items]
Long-term debt	5,958	8,344
Less current portion	(1,983)	(2,470)
Province of Ontario/Ministry of Research and Innovation ("MRI") [member]
Disclosure of financial liabilities [line items]
Long-term debt	2,091	2,896
Less current portion	(628)	(622)
Post-retirement Benefit [member]
Disclosure of financial liabilities [line items]
Long-term debt	247	330
Capital Lease [member]
Disclosure of financial liabilities [line items]
Long-term debt	33	44
Less current portion	$ (7)	$ (6)

[1] Restated (Note 5)

XML

Other Non-current Liabilities (Schedule of Change in Carrying Value of Liability - Export Development Canada) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of financial liabilities [line items]
Revaluation of variable rate long-term debt (note 28)	$ 101	$ 256
Export Development Canada [member]
Disclosure of financial liabilities [line items]
Liability, beginning balance	8,344	8,625
Principal repayments during the year	(2,250)	(750)
Interest repayments during the year	(1,370)	(1,093)
Interest accretion during the year	1,133	1,306
Revaluation of variable rate long-term debt (note 28)	101	256
Liabilities arising from financing activities at end of period	$ 5,958	$ 8,344

XML

Other Non-current Liabilities (Schedule of Change in Carrying Value of Liability - Province of Ontario) (Details) - Province of Ontario/Ministry of Research and Innovation ("MRI") [member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of financial liabilities [line items]
Liability, beginning balance	$ 2,896	$ 3,239
Principal repayments during the year	(870)	(888)
Interest repayment during the year	(128)	(181)
Interest accretion during the year	416	503
Foreign currency translation	(223)	223
Liabilities arising from financing activities at end of period	$ 2,091	$ 2,896

XML

Other Non-current Liabilities (Schedule of Change in Carrying Value of Liability - Post Retirement Benefit Liabilities) (Details) - Post-retirement Benefit [member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of financial liabilities [line items]
Liability, beginning balance	$ 330	$ 377
Current service and net interest cost	122	153
Employer contributions in the year	(122)	(153)
Re-measurement of actuarial liability	(70)	(99)
Foreign currency translation	(13)	52
Liabilities arising from financing activities at end of period	$ 247	$ 330

XML

Other Non-current Liabilities (Schedule of Plan Benefits) (Details) - Post-retirement Benefit [member] - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Disclosure of financial liabilities [line items]
Plan assets	$ 1,777	$ 1,716
Defined benefit obligation, at present value	(2,024)	(2,046)
Ned defined benefit obligation	$ (247)	$ (330)

XML

Share Capital (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands			4 Months Ended	12 Months Ended
	Jun. 27, 2017	Apr. 28, 2017	Apr. 27, 2017	Dec. 31, 2018	Dec. 31, 2017
Disclosure of classes of share capital [line items]
Professional fees expense	$ 1,275			$ 1,311	$ 1,220
Proceeds from shares issued				$ 40	$ 19,745
Hejili [member]
Disclosure of classes of share capital [line items]
Proceeds from shares issued		$ 21,000
Proceeds after underwriting fees and expenses	$ 19,725
Equity investment percentage	17.60%
Subscription price premium percentage			10.00%
Period of volume-weighted average trading price subscription price premium percentage			20 days
Hejili [member] | Common Shares [member]
Disclosure of classes of share capital [line items]
Shares issued		2,682,742
Price per share		$ 7.83

XML

Share Capital (Schedule of Share Capital Number and Amount Outstanding) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) shares		Dec. 31, 2017 USD ($) shares
Issuance of common shares on exercise of stock options, Number of shares | shares	6,400		4,400
Beginning Balance, Amount	$ 24,173	[1]	$ 10,382
Adjustment for partial shares on share consolidation, Amount
Issuance of common shares, Amount			19,725
Warrants exercised, Amount			1,966
Issuance of common shares on exercise of stock options, Amount	40		20
Ending Balance, Amount	$ 10,961		$ 24,173	[1]
Common Shares [member]
Beginning Balance, Number of shares | shares	15,436,879		12,544,960
Adjustment for partial shares on share consolidation, Number of shares | shares			(1)
Issuance of common shares, Number of shares | shares			2,682,742
Warrants exercised, Number of shares | shares			200,575
Issuance of common shares on vesting of performance share units, Number of shares | shares	4,204		4,203
Issuance of common shares on exercise of stock options, Number of shares | shares	6,400		4,400
Ending Balance, Number of shares | shares	15,447,483		15,436,879
Beginning Balance, Amount	$ 387,746		$ 365,923
Adjustment for partial shares on share consolidation, Amount
Issuance of common shares, Amount			19,725
Warrants exercised, Amount			1,966
Issuance of common shares on vesting of performance share units, Amount	96		96
Issuance of common shares on exercise of stock options, Amount	69		36
Ending Balance, Amount	$ 387,911		$ 387,746

[1] Restated (Note 5)

XML

Share Capital (Schedule of Share Capital Activity) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) shares		Dec. 31, 2017 USD ($) shares
Share Capital [abstract]
Fair value of warrants exercised, Number of shares | shares	6,400		4,400
Beginning Balance, Amount	$ 24,173	[1]	$ 10,382
Fair value of warrants exercised, Amount			1,966
Cash proceeds on exercise, Amount	40		20
Ending Balance, Amount	$ 10,961		$ 24,173	[1]

[1] Restated (Note 5)

XML

Stock-Based Compensation (Narrative) (Details)		12 Months Ended
	May 11, 2018 shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($) shares	Dec. 31, 2016 shares
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of options outstading | shares		853,089	762,173	628,636
Shares available for issuance | shares				0
Stock options exercised | shares		6,400	4,400
Cash proceeds from stock options exercised		$ 40,000	$ 20,000
Increase in equity		$ 957,000	$ 742,000
Options granted | shares		111,621	141,268
Average fair value per option		$ 11.23	$ 8.56
Stock-based compensation expense		$ 281,000	1,692,000
Expected term		10 years
Vesting period		4 years
Stock Option Plan [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of options outstading | shares		234,976
Increase in equity		$ 69,000	36,000
Contributed surplus		$ 29,000	16,000
Options granted | shares		618,113
Stock-based compensation expense		$ 539,000	$ 444,000
Expected term		7 years
Omnibus Incentive Plan [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vested		12,609
Shares available for issuance | shares	1,308,032		1,002,069
Restricted Share Units [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Shares outstanding | shares		202,707	133,184	52,483
Options granted | shares		202,707
Stock-based compensation expense		$ 412,000	$ 267,000
Performance Share Units [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vested | shares		4,204	4,203
Shares outstanding | shares			191,366	195,569
Stock-based compensation expense		$ 6,000	$ 31,000
Expected term		5 years
Stock Options, RSU's and PSU's [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Shares available for issuance | shares		474,603
Stock-based compensation expense		$ 957,000	$ 742,000
Deferred Share Units [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Shares outstanding | shares		147,171	125,949	106,506
Stock-based compensation expense		$ (676,000)	$ 950,000
Liability of stock-based compensation		730,000	1,406,000
Deferred Share Units - New Issuance (Net Of Cancellations) [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense		145,000	165,000
Deferred Share Units - Mark-To-Market Adjustment [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Recovery/expense fair value adjustment		$ (821,000)	$ 785,000

XML

Stock-Based Compensation (Summary of Company's Stock Option Plan) (Details)	12 Months Ended
	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($) shares
Disclosure of terms and conditions of share-based payment arrangement [abstract]
Number of shares outstanding, beginning of period | shares	762,173	628,636
Number of shares granted | shares	111,621	141,268
Number of shares exercised | shares	(6,400)	(4,400)
Number of shares forefeited | shares	(9,280)
Number of shares expired | shares	(5,025)	(3,331)
Number of share options outstanding in share-based payment arrangement at end of period | shares	853,089	762,173
Weighted average exercise price, outstanding, beginning of period | $	$ 7.99	$ 7.97
Weighted average exercise price, granted | $	11.23	8.56
Weighted average exercise price, exercised | $	8.05	6.22
Weighted average exercise price, forfeited | $	13.25
Weighted average exercise price, expired | $	10.44	29.25
Weighted average exercise price, outstanding, end of period | $	$ 8.37	$ 7.99

XML

Stock-Based Compensation (Summary of Fair Value Determination Assumptions) (Details) - yr	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of terms and conditions of share-based payment arrangement [abstract]
Risk-free interest rate (%)	2.12%	1.34%
Expected volatility (%)	64.30%	64.60%
Expected life in years	7	6

XML

Stock-Based Compensation (Summary of Stock Options Outstanding ) (Details)	12 Months Ended
	Dec. 31, 2018 USD ($) yr shares	Dec. 31, 2017 USD ($) shares	Dec. 31, 2016 USD ($) shares
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	853,089	762,173	628,636
Exercise price	$ 8.37	$ 7.99	$ 7.97
Exercise Price 13.25 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	5,284
Weighted average remaining contractual life (in years) | yr	0.24
Exercise price	$ 13.25
Number of vested options | shares	5,284
Weighted average remaining contractual life (in years)	2 months 27 days
Exercise price	$ 13.25
Exercise Price 4.91 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	19,787
Weighted average remaining contractual life (in years) | yr	1.26
Exercise price	$ 4.91
Number of vested options | shares	19,787
Weighted average remaining contractual life (in years)	1 year 3 months 4 days
Exercise price	$ 4.91
Exercise Price 6.96 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	83,000
Weighted average remaining contractual life (in years) | yr	2.25
Exercise price	$ 6.96
Number of vested options | shares	83,000
Weighted average remaining contractual life (in years)	2 years 3 months
Exercise price	$ 6.96
Exercise Price 5.03 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	126,905
Weighted average remaining contractual life (in years) | yr	2.44
Exercise price	$ 5.03
Number of vested options | shares	126,905
Weighted average remaining contractual life (in years)	2 years 5 months 9 days
Exercise price	$ 5.03
Exercise Price 6.25 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	157,871
Weighted average remaining contractual life (in years) | yr	3.36
Exercise price	$ 6.25
Number of vested options | shares	157,871
Weighted average remaining contractual life (in years)	3 years 4 months 10 days
Exercise price	$ 6.25
Exercise Price 6.60 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	39,476
Weighted average remaining contractual life (in years) | yr	3.89
Exercise price	$ 6.60
Number of vested options | shares	39,476
Weighted average remaining contractual life (in years)	3 years 10 months 21 days
Exercise price	$ 6.60
Exercise Price 8.10 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	15,000
Weighted average remaining contractual life (in years) | yr	4.22
Exercise price	$ 8.10
Number of vested options | shares	15,000
Weighted average remaining contractual life (in years)	4 years 2 months 19 days
Exercise price	$ 8.10
Exercise Price 16.14 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	56,821
Weighted average remaining contractual life (in years) | yr	6.23
Exercise price	$ 16.14
Number of vested options | shares	42,616
Weighted average remaining contractual life (in years)	6 years 2 months 23 days
Exercise price	$ 16.14
Exercise Price 10.53 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	96,056
Weighted average remaining contractual life (in years) | yr	7.25
Exercise price	$ 10.53
Number of vested options | shares	48,028
Weighted average remaining contractual life (in years)	7 years 3 months
Exercise price	$ 10.53
Exercise Price 8.56 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	141,268
Weighted average remaining contractual life (in years) | yr	8.20
Exercise price	$ 8.56
Number of vested options | shares	35,317
Weighted average remaining contractual life (in years)	8 years 2 months 12 days
Exercise price	$ 8.56
Exercise Price 11.41 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	90,836
Weighted average remaining contractual life (in years) | yr	9.20
Exercise price	$ 11.41
Weighted average remaining contractual life (in years)	9 years 2 months 12 days
Exercise price	$ 11.41
Exercise Price 10.45 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	20,785
Weighted average remaining contractual life (in years) | yr	9.42
Exercise price	$ 10.45
Weighted average remaining contractual life (in years)	9 years 5 months 1 day
Exercise price	$ 10.45
Exercise Price 8.37 [member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Total number of options | shares	853,089
Weighted average remaining contractual life (in years) | yr	5.29
Exercise price	$ 8.37
Number of vested options | shares	573,284
Weighted average remaining contractual life (in years)	5 years 3 months 15 days
Exercise price	$ 8.37

XML

Stock-Based Compensation (Summary of Company's Preferred Stock Unit Activity) (Details) - Performance Share Units [member] - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of other equity instruments outstanding in share-based payment arrangement at beginning of period	191,366	195,569
Expired	(187,162)
Vested - share issuance	(4,204)	(4,203)
Ending balance, Number		191,366

XML

Stock-Based Compensation (Summary of Company's Restricted Share Unit Acitivity) (Details) - Restricted Share Units [member] - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of other equity instruments outstanding in share-based payment arrangement at beginning of period	133,184	52,483
RSUs issued	69,523	80,701
Ending balance, Number	202,707	133,184

XML

Stock-Based Compensation (Summary of Deferred Share Unit Activity) (Details) - Deferred Share Units [member] $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($) shares
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of other equity instruments outstanding in share-based payment arrangement at beginning of period | shares	125,949	106,506
Compensation expense, Number | shares	21,222	20,277
Cancellation, Number | shares		(834)
Fair value adjustments, Number | shares
Ending balance, Number | shares	147,171	125,949
Beginning balance, Amount | $	$ 1,406	$ 456
Compensation expense, Amount | $	145	174
Cancellation, Amount | $		(9)
Fair value adjustments, Amount | $	(821)	785
Ending balance, Amount | $	$ 730	$ 1,406

XML

Stock-Based Compensation (Summary of Company's Stock-Based Compensation Expense (Recovery)) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense	$ 281	$ 1,692
Stock Options [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense	539	444
Performance Share Units [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense	6	31
Restricted Share Units [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense	412	267
Stock Options, RSU's and PSU's [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense	957	742
Deferred Share Units - New Issuance (Net Of Cancellations) [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense	145	165
Deferred Share Units - Mark-To-Market Adjustment [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Mark-to-market adjustments	(821)	785
Deferred Share Units [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense	(676)	950
Mark-to-market adjustments	$ (821)	$ 785

XML

Selling, General and Administrative Expenses (Summary of Selling, General and Administrative Expenses) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of terms and conditions of share-based payment arrangement [line items]
Salaries and benefits, office administration and other expenses	$ 10,812	$ 11,480
Depreciation	454	397
Amortization	66	57
Stock-based compensation expense	281	1,692
Total selling, general and administrative expense	11,613	13,626	[1]
Stock Options, RSU's and PSU's [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense	957	742
Restricted Share Units [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense	412	267
Deferred Share Units [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Stock-based compensation expense	$ (676)	$ 950

[1] Restated (Note 5)

XML

Research and Product Development Expenses (Schedule of Research and Development Expenses) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Research and Product Development Expenses [abstract]
Research and product development expenses	$ 12,023	$ 8,812
Government research and product development funding	(4,537)	(2,436)
Research and development expense	$ 7,486	$ 6,376	[1]

[1] Restated (Note 5)

XML

Key Management Compensation (Schedule of Key Management Compensation) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [abstract]
Salaries and short-term employee benefits	$ 2,286	$ 1,873
DSUs	145	165
Stock options	598	561
RSUs	601	533
PSUs	30
Total	$ 3,660	$ 3,132

XML

Expenses by Nature (Schedule of Expenses by Nature) (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 27, 2017	Dec. 31, 2018	Dec. 31, 2017
Expenses by nature [abstract]
Raw materials and consumables used		$ 23,162	$ 32,818
Employee benefits		17,857	18,497
Facilities		2,942	2,683
Professional services	$ 1,275	1,311	1,220
Depreciation and amortization		706	672
Shareholder and other corporate communications		395	479
Insurance		502	504
Marketing		581	499
Other		1,351	1,503
Total expenses, by nature		$ 48,807	$ 58,875

XML

Employee Benefits Expense (Schedule of Employee Benefits Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Employee Benefits Expense [abstract]
Salaries and wages	$ 16,461	$ 15,790
Stock-based compensation (including equity-settled RSUs & PSUs), net of change in management estimate	957	742
Medical, dental and insurance	415	346
Pension costs	326	270
Stock-based compensation - DSUs	(676)	950
Other	374	399
Total	$ 17,857	$ 18,497

XML

Other Finance Gains and Losses, Net (Schedule of Other Finance Gains and Losses, Net) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Gains (losses) on financial instruments [abstract]
Revaluation of variable rate long-term debt - EDC	$ (101)	$ (256)
(Loss) gain from change in fair value of outstanding warrants		(675)
Losses on change in fair value of derivatives	398
Total	$ 297	$ (931)	[1]

[1] Restated (Note 5)

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Income Taxes (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
2032 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	$ 5,524	$ 5,706
Income tax expense	300		[1]
Deferred tax assets	109,953	103,452
Deferred income tax asset recognized	0
Income tax loss carryforwards	109,953
Deferred tax losses	35,544	$ 35,283
Temporary differences [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax losses	$ 35,544

[1] Restated (Note 5)

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Income Taxes (The Company's Computation of Income Tax Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Taxes [abstract]
Loss before income taxes	$ (13,039)	$ (10,766)
Statutory income tax rate	25.00%	25.00%
Income tax recovery at statutory rates	$ (3,260)	$ (2,692)
Non-deductible expenses	302	94
Withholding tax	300
Tax benefit arising from previously unrecognised tax loss, tax credit or temporary difference of prior period used to reduce current tax expense	3,244	2,622
Income taxes at different rates in foreign and other provincial jurisdictions	(233)	(256)
Other	(53)	231
Total	$ 300		[1]

[1] Restated (Note 5)

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Income Taxes (Available Income Tax Loss Carry-forwards Expiration) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	$ 109,953	$ 103,452
2024 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	118	118
2025 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	244	244
2026 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	512	512
2027 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	14	14
2028 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	1	1
2029 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	517	517
2030 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	7,208	7,208
2031 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	6,243	6,432
2032 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	5,524	5,706
2034 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	4,814	4,680
2035 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	5,798	6,238
2036 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	5,237	5,411
2037 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	4,789	4,853
2038 [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	6,177
No Expiry [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	$ 62,757	$ 61,518

XML

Income Taxes (Componenets of the Company's Deductible Temporary Differences and Unused Tax Losses) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deductible temporary differences and unused tax losses	$ 35,544	$ 35,283
Non-capital Losses [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deductible temporary differences and unused tax losses	30,508	30,984
Investment Tax Credits [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deductible temporary differences and unused tax losses	1,649	1,349
Scientific Research And Experimental Development [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deductible temporary differences and unused tax losses	745	745
Property, Plant, and Equipment and Intellectual Property [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deductible temporary differences and unused tax losses	1,592	1,406
Provisions [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deductible temporary differences and unused tax losses	200	131
Other temporary differences [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deductible temporary differences and unused tax losses	$ 850	$ 669

XML

Net Loss Per Share (Narrative) (Details)	12 Months Ended
	Dec. 31, 2018 shares
Net Loss Per Share [abstract]
Dilutive effect of stock options and warrants	0

XML

Net Loss Per Share (Schedule of Net Loss Per Share) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Net Loss Per Share [abstract]
Net loss	$ (13,339,000)	$ (11,140,000)
Change in accounting policy		374,000
Net loss, restated	$ (13,339,000)	$ (10,766,000)	[1]
Weighted average number of common shares outstanding - basic	15,441,947	13,947,636	[1]
Dilutive effect of warrants	0
Weighted average number of shares outstanding - diluted	15,441,947	13,947,636
Net loss per share - basic and diluted	$ (0.86)	$ (0.77)

[1] Restated (Note 5)

XML

Commitments and Contingencies (Narrative) (Details) $ in Thousands, $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2014 CAD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2018 CAD ($)
Disclosure of transactions between related parties [line items]
Revenue from contracts with customers	$ 2,950
Rental expenses		$ 1,221	$ 1,120
Indemnification claims		$ 0	$ 0
Independent Electricity System Operators ("IESO") [member]
Disclosure of transactions between related parties [line items]
Energy storage period		3 years
Investment useful life		20 years
Province of Ontario/Ministry of Research and Innovation ("MRI") [member]
Disclosure of transactions between related parties [line items]
Borrowings, interest rate				3.23%
Loan maturity date		Jun. 30, 2020
Funding for project				$ 4,000

XML

Commitments and Contingencies (Schedule of Costs to be Transferred to Joint Venture) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	[1]	Jan. 01, 2017	[1]
Disclosure of assets recognised from costs to obtain or fulfil contracts with customers [line items]
Cumulative funding/costs	$ (14,581)	$ (11,821)		$ (10,268)
Costs remaining to be transferred to the joint venture	4,534	$ 6,578		$ 5,572
Province of Ontario/Ministry of Research and Innovation ("MRI") [member]
Disclosure of assets recognised from costs to obtain or fulfil contracts with customers [line items]
Total cumulative cost of 2MW Power-To-Gas unit	8,792
Funding Received from the IDF [member] | Province of Ontario/Ministry of Research and Innovation ("MRI") [member]
Disclosure of assets recognised from costs to obtain or fulfil contracts with customers [line items]
Cumulative funding/costs	(2,941)
Cumulative Costs Transferred to the Joint Venture [member] | Province of Ontario/Ministry of Research and Innovation ("MRI") [member]
Disclosure of assets recognised from costs to obtain or fulfil contracts with customers [line items]
Cumulative funding/costs	(3,402)
Foreign Exchange Loss On Disposal [member] | Province of Ontario/Ministry of Research and Innovation ("MRI") [member]
Disclosure of assets recognised from costs to obtain or fulfil contracts with customers [line items]
Cumulative funding/costs	(117)
Costs Recorded as Research And Product Development Costs [member] | Province of Ontario/Ministry of Research and Innovation ("MRI") [member]
Disclosure of assets recognised from costs to obtain or fulfil contracts with customers [line items]
Cumulative funding/costs	$ (2,332)

[1] Restated (Note 5)

XML

Commitments and Contingencies (Summary of Rental Expenses) (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Disclosure of finance lease and operating lease by lessee [line items]
Minimum finance lease payments payable	$ 3,934
Not later than one year [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum finance lease payments payable	1,088
2020 [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum finance lease payments payable	885
2021 [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum finance lease payments payable	724
2022 [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum finance lease payments payable	387
2023 [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum finance lease payments payable	290
Thereafter [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum finance lease payments payable	$ 560

XML

Related Party Transactions (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Key management personnel of entity or parent [member]
Disclosure of transactions between related parties [line items]
Purchases to related company	$ 467,000	$ 646,000
Accounts payable	21,000	8,000
2562961 Ontario Ltd. [member]
Disclosure of transactions between related parties [line items]
Sales to joint venture	1,372,000	2,030,000
Receivable from joint venture	196,000
Joint ventures where entity is venturer [member]
Disclosure of transactions between related parties [line items]
Sales to joint venture	$ 0	$ 0

XML

Consolidated Statements of Cash Flows (Schedule of Components of Net Change in Non-cash Working Capital) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Consolidated Statements of Cash Flows [abstract]
Trade and other receivables	$ 1,834	$ (4,013)
Contract assets	921	(1,006)
Inventories	(2,497)	3,343
Prepaid expenses	(603)	(152)
Trade and other payables, including warranty provision	(1,164)	1,616
Contract liabilities	2,260	(282)
Deferred revenue	999	271
Total	$ 1,750	$ (223)

XML

Segmented Financial Information (Narrative) (Details)	12 Months Ended
	Dec. 31, 2018 segment
Segmented Financial Information [abstract]
Number of reportable segments	2

XML

Segmented Financial Information (Schedule of Reportable Segments) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]	Dec. 31, 2016
Disclosure of operating segments [line items]
Revenues from external customers		$ 33,896	$ 48,115	[1]
Gross profit		8,725	11,678	[1]
Selling, general and administrative expenses		11,613	13,626	[1]
Research and product development expenses		7,486	6,376	[1]
Loss from operations		(10,374)	(8,324)	[1]
Interest expense, net on financial instruments measured at amortized cost		(1,469)	(1,812)	[1]
Foreign currency gains net	[2]	144	635	[1]
Loss in joint venture		(1,637)	(334)	[1]
Other finance losses, net		297	(931)	[1]
Loss before income taxes		(13,039)	(10,766)	[1]
Cash and cash equivalents and restricted cash		8,737	22,414
Trade and other receivables		6,728	8,736
Contract assets		6,223	7,223
Inventories		17,174	15,048	[1]	$ 17,130
Prepaid expenses		1,960	1,374	[1]	1,198
Investment in joint venture		1,644	2,797	[1]	1,750
Property, plant and equipment		2,867	3,874	[1]	4,095		$ 4,095
Goodwill and intangibles		4,591	4,749
Total assets		49,924	66,215	[1]	50,389
Current liabilities		30,793	30,294	[1]	26,106
Non-current liabilities		8,170	11,748	[1]	13,609
Total liabilities		38,963	42,042	[1]	$ 39,715
Goods or services transferred at point in time [member]
Disclosure of operating segments [line items]
Revenues from external customers		29,615	43,778
Goods or services transferred over time [member]
Disclosure of operating segments [line items]
Revenues from external customers		4,281	4,337
OnSite Generation [member] | Operating segments [member]
Disclosure of operating segments [line items]
Revenues from external customers		18,308	25,268
Gross profit		2,648	3,663
Selling, general and administrative expenses		2,959	3,381
Research and product development expenses		2,927	1,275
Loss from operations		(3,238)	(993)
Loss before income taxes		(3,238)	(993)
Cash and cash equivalents and restricted cash		5,343	6,836
Trade and other receivables		1,949	4,936
Contract assets		1,678	676
Inventories		6,324	8,045
Prepaid expenses		368	270
Property, plant and equipment		272	329
Goodwill and intangibles		4,427	4,659
Total assets		20,361	25,751
Current liabilities		12,039	11,400
Non-current liabilities		1,180	1,138
Total liabilities		13,219	12,538
OnSite Generation [member] | Operating segments [member] | Goods or services transferred at point in time [member]
Disclosure of operating segments [line items]
Revenues from external customers		17,463	24,385
OnSite Generation [member] | Operating segments [member] | Goods or services transferred over time [member]
Disclosure of operating segments [line items]
Revenues from external customers		845	883
Power Systems [member] | Operating segments [member]
Disclosure of operating segments [line items]
Revenues from external customers		15,588	22,847
Gross profit		6,077	8,015
Selling, general and administrative expenses		4,276	4,321
Research and product development expenses		4,495	4,996
Loss from operations		(2,694)	(1,302)
Loss before income taxes		(2,694)	(1,302)
Cash and cash equivalents and restricted cash		162	1,160
Trade and other receivables		4,779	3,800
Contract assets		4,545	6,547
Inventories		10,850	7,003
Prepaid expenses		1,353	928
Property, plant and equipment		2,595	3,545
Goodwill and intangibles		10	6
Total assets		24,294	22,989
Current liabilities		15,408	14,538
Non-current liabilities		3,575	4,737
Total liabilities		18,983	19,275
Power Systems [member] | Operating segments [member] | Goods or services transferred at point in time [member]
Disclosure of operating segments [line items]
Revenues from external customers		12,152	19,393
Power Systems [member] | Operating segments [member] | Goods or services transferred over time [member]
Disclosure of operating segments [line items]
Revenues from external customers		3,436	3,454
Corporate and Other [member] | Operating segments [member]
Disclosure of operating segments [line items]
Selling, general and administrative expenses		4,378	5,924
Research and product development expenses		64	105
Loss from operations		(4,442)	(6,029)
Interest expense, net on financial instruments measured at amortized cost		(1,469)	(1,812)
Foreign currency gains net		144	635
Loss in joint venture		(1,637)	(334)
Other finance losses, net		297	(931)
Loss before income taxes		(7,107)	(8,471)
Cash and cash equivalents and restricted cash		3,232	14,418
Prepaid expenses		239	176
Investment in joint venture		1,644	2,797
Goodwill and intangibles		154	84
Total assets		5,269	17,475
Current liabilities		3,346	4,356
Non-current liabilities		3,415	5,873
Total liabilities		$ 6,761	$ 10,229

[1] Restated (Note 5)

[2] Foreign currency gains (losses) include a gain of $223 on borrowings for the year ended December 31, 2018 (2017 - loss of $223).

XML

Segmented Financial Information (Schedule of Property Plant and Equipment by Country) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017	[1]	Dec. 31, 2016
Disclosure of geographical areas [line items]
Property, plant and equipment	$ 2,867	$ 3,874	[1]	$ 4,095		$ 4,095
Canada [member]
Disclosure of geographical areas [line items]
Property, plant and equipment	2,497	3,371
Belgium [member]
Disclosure of geographical areas [line items]
Property, plant and equipment	272	329
Germany [member]
Disclosure of geographical areas [line items]
Property, plant and equipment	$ 98	$ 174

[1] Restated (Note 5)

XML

Segmented Financial Information (Schedule of Revenue from Customers) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of geographical areas [line items]
Revenue	$ 33,896	$ 48,115	[1]
Percentage of total revenue	100.00%	100.00%
Asia [member]
Disclosure of geographical areas [line items]
Revenue	$ 12,514	$ 24,120
European Union [member]
Disclosure of geographical areas [line items]
Revenue	10,891	16,917
North America [member]
Disclosure of geographical areas [line items]
Revenue	3,400	1,514
Eastern Europe [member]
Disclosure of geographical areas [line items]
Revenue	2,896	2,697
South and Central America [member]
Disclosure of geographical areas [line items]
Revenue	2,698	350
Africa [member]
Disclosure of geographical areas [line items]
Revenue	616	1,145
Middle East [member]
Disclosure of geographical areas [line items]
Revenue	456	1,037
Oceania and Carribbean [member]
Disclosure of geographical areas [line items]
Revenue	425	335
Sale of equipment [member]
Disclosure of geographical areas [line items]
Revenue	24,295	40,601
Spare parts and maintenance [member]
Disclosure of geographical areas [line items]
Revenue	6,267	5,662
Product development services [member]
Disclosure of geographical areas [line items]
Revenue	2,063	581
Exclusivity fees [member]
Disclosure of geographical areas [line items]
Revenue	1,271	1,271
Heavy duty motive [member]
Disclosure of geographical areas [line items]
Revenue	13,855	21,955
Back-up power [member]
Disclosure of geographical areas [line items]
Revenue	1,082
Technology solutions [member]
Disclosure of geographical areas [line items]
Revenue	1,397	850
Power to gas energy storage [member]
Disclosure of geographical areas [line items]
Revenue	1,086	8,069
Industrial hydrogen [member]
Disclosure of geographical areas [line items]
Revenue	14,259	16,578
Fueling stations [member]
Disclosure of geographical areas [line items]
Revenue	$ 2,217	$ 663
First Largest (Power Segment) [member]
Disclosure of geographical areas [line items]
Percentage of total revenue	13.00%	21.00%
Second Largest (Power Segment) [member]
Disclosure of geographical areas [line items]
Percentage of total revenue	9.00%	10.00%
Third Largest (Power Segment) [member]
Disclosure of geographical areas [line items]
Percentage of total revenue	5.00%	8.00%
Fourth Largest (OnSite Generation Segment) [member]
Disclosure of geographical areas [line items]
Percentage of total revenue	5.00%	7.00%
All Other Customers [member]
Disclosure of geographical areas [line items]
Percentage of total revenue	68.00%	54.00%

[1] Restated (Note 5)

XML

Risk Management Arising From Financial Instruments (Narrative) (Details)		12 Months Ended
	Dec. 21, 2018 USD ($)	Dec. 31, 2018 USD ($) item	Dec. 31, 2017 USD ($)		Jan. 01, 2017 USD ($)	[1]	Dec. 31, 2016 USD ($)
Disclosure of detailed information about financial instruments [line items]
Transfers between level 1		$ 0
Transfers between level 2		0
Transfers between level 3		0
Current unrestricted cash and cash equivalents		$ 7,561,000	$ 21,511,000	[1]	$ 10,338,000		$ 10,338,000
Proceeds from subscription agreement	$ 20,520,000
Number of largest customers | item		2
Largest customers percentage of revenue		100.00%	100.00%
Trade receivables		$ 3,313,000	$ 6,466,000
Percentage of secured cash leveraged by credit facilities for funding working capital		100.00%
Cash and cash equivalents and restricted cash		$ 8,737,000	$ 22,414,000
Percentage of cash and cash equivalents and restricted cash held by financial institutions		99.00%	98.00%
Number of financial institutions holding cash and cash equivalents and restricted cash | item		4
Net foreign exchange loss		$ 144,000
Net foreign exchange gain			$ 635,000
If Canadian dollar had strengthened/weakend percentage against USD		10.00%
If Canadian dollar had strengthened/weakend 10% against USD, net loss would be lower/higher $613 from foreign exchange translation		$ 870,000
If Euro had strengthened/weakend percentage against USD		10.00%
If Euro had strengthened/weakend 10% against USD, net loss would be lower by, as a result of foreign exchange		$ 445,000
Interest rate risk		100
Two Largest Customers [member]
Disclosure of detailed information about financial instruments [line items]
Largest customers percentage of revenue		22.00%	31.00%
Largest customers percentage of accounts receivable		14.00%	48.00%
Bottom of range [member]
Disclosure of detailed information about financial instruments [line items]
Payment terms		P30D
Top of Range [member]
Disclosure of detailed information about financial instruments [line items]
Payment terms		P60D

[1] Restated (Note 5)

XML

Risk Management Arising From Financial Instruments (Schedule of Fair Value Financial Instruments) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Disclosure of detailed information about financial instruments [line items]
Loans and receivables	$ 21,688	$ 38,373
Other financial liabilities	33,151	36,264
Financial liabilities at fair value through profit or loss	741	1,815
Cash and Cash Equivalents [member]
Disclosure of detailed information about financial instruments [line items]
Loans and receivables	7,561	21,511
Restricted Cash [member]
Disclosure of detailed information about financial instruments [line items]
Loans and receivables	1,176	903
Trade and Other Receivables [member]
Disclosure of detailed information about financial instruments [line items]
Loans and receivables	12,951	15,959
Trade and Other Payables [member]
Disclosure of detailed information about financial instruments [line items]
Other financial liabilities	9,068	9,736
Long-term debt and repayable government contribution [member]
Disclosure of detailed information about financial instruments [line items]
Other financial liabilities	8,049	11,240
Operating Borrowings [member]
Disclosure of detailed information about financial instruments [line items]
Other financial liabilities		1,200
Contract liabilities, current and non-current [member]
Disclosure of detailed information about financial instruments [line items]
Other financial liabilities	16,001	14,044
Capital Lease [member]
Disclosure of detailed information about financial instruments [line items]
Other financial liabilities	33	44
DSU Liability [member]
Disclosure of detailed information about financial instruments [line items]
Financial liabilities at fair value through profit or loss	730	1,406
Warrants [member]
Disclosure of detailed information about financial instruments [line items]
Financial liabilities at fair value through profit or loss	$ 11	$ 409

XML

Risk Management Arising From Financial Instruments (Schedule of Contractual Maturity of Net Financial Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Due in Less Than 1 Year [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Total	$ 13,569	$ 17,404
Due in 1-3 Years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Total	6,493	7,243
Later than four years and not later than five years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Total	7	3,123
Trade and Other Payables [member] | Due in Less Than 1 Year [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Total	9,068	9,736
DSU Liability [member] | Due in Less Than 1 Year [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Total	730	1,406
Operating Borrowings [member] | Due in Less Than 1 Year [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Total		1,200
Warrants [member] | Due in Less Than 1 Year [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Total	11	409
Current Portion of Long-term Debt - Province of Ontario and Export Development Canada [member] | Due in Less Than 1 Year [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Total	3,760	4,653
Current Portion of Long-term Debt - Province of Ontario and Export Development Canada [member] | Due in 1-3 Years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Total	6,493	7,243
Current Portion of Long-term Debt - Province of Ontario and Export Development Canada [member] | Later than four years and not later than five years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Total	$ 7	$ 3,123

XML

Risk Management Arising From Financial Instruments (Schedule of Exposure to Credit Risk by Aging Receivables) (Details)	Dec. 31, 2018	Dec. 31, 2017
Disclosure of financial assets that are either past due or impaired [line items]
Total	100.00%	100.00%
Not Due [member]
Disclosure of financial assets that are either past due or impaired [line items]
Total	76.00%	77.00%
Current [member]
Disclosure of financial assets that are either past due or impaired [line items]
Total	8.00%	11.00%
Less Than 60 Days Past Due, More Than 30 Days Past Due [member]
Disclosure of financial assets that are either past due or impaired [line items]
Total	1.00%	1.00%
More Than 60 Days Past Due [member]
Disclosure of financial assets that are either past due or impaired [line items]
Total	15.00%	11.00%

XML

Risk Management Arising From Financial Instruments (Schedule of Exposure to Credit Risk for Trade Receivables by Geographic Area) (Details)	Dec. 31, 2018	Dec. 31, 2017
Disclosure of credit risk exposure [line items]
Total	100.00%	100.00%
Trade Receivables [member]
Disclosure of credit risk exposure [line items]
Total	100.00%	100.00%
Europe [member] | Trade Receivables [member]
Disclosure of credit risk exposure [line items]
Total	62.00%	64.00%
North America [member] | Trade Receivables [member]
Disclosure of credit risk exposure [line items]
Total	5.00%	4.00%
Asia [member] | Trade Receivables [member]
Disclosure of credit risk exposure [line items]
Total	31.00%	30.00%
Rest of World [member] | Trade Receivables [member]
Disclosure of credit risk exposure [line items]
Total	2.00%	2.00%

XML

Risk Management Arising From Financial Instruments (Schedule of Loss Allowance for Trade Receivables and Contract Assets) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate	100.00%	100.00%
Gross carrying amount	$ 38,373	$ 21,688
Write-off of amounts deemed uncollectible against gross receivables	(925)
Loss allowance	$ 18	$ 30
Not Due [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate	77.00%	76.00%
Current [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate	11.00%	8.00%
Less Than 60 Days Past Due, More Than 30 Days Past Due [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate	1.00%	1.00%
More Than 60 Days Past Due [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate	11.00%	15.00%
Trade receivables and contract assets [member]
Disclosure of financial assets that are either past due or impaired [line items]
Gross carrying amount	$ 13,689
Loss allowance	$ 18
Trade receivables and contract assets [member] | Legal entities [member]
Disclosure of financial assets that are either past due or impaired [line items]
Gross carrying amount		$ 9,536
Loss allowance		$ 30
Trade receivables and contract assets [member] | Not Due [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate	0.01%
Gross carrying amount	$ 9,849
Loss allowance	$ 1
Trade receivables and contract assets [member] | Not Due [member] | Legal entities [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate		0.10%
Gross carrying amount		$ 8,334
Loss allowance		$ 8
Trade receivables and contract assets [member] | Current [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate	0.05%
Gross carrying amount	$ 2,482
Loss allowance	$ 1
Trade receivables and contract assets [member] | Current [member] | Legal entities [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate		2.60%
Gross carrying amount		$ 529
Loss allowance		$ 14
Trade receivables and contract assets [member] | Less Than 60 Days Past Due, More Than 30 Days Past Due [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate	0.21%
Gross carrying amount	$ 166
Loss allowance	$ 0
Trade receivables and contract assets [member] | Less Than 60 Days Past Due, More Than 30 Days Past Due [member] | Legal entities [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate		3.10%
Gross carrying amount		$ 96
Loss allowance		$ 3
Trade receivables and contract assets [member] | More Than 60 Days Past Due [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate	1.34%
Gross carrying amount	$ 1,192
Loss allowance	16
Trade receivables and contract assets [member] | More Than 60 Days Past Due [member] | Legal entities [member]
Disclosure of financial assets that are either past due or impaired [line items]
Expected credit loss rate		0.90%
Gross carrying amount		$ 577
Loss allowance		$ 5
Trade and Other Receivables [member]
Disclosure of financial assets that are either past due or impaired [line items]
Write-off of amounts deemed uncollectible against gross receivables	(925)
Loss allowance	18
IAS 39 [member]
Disclosure of financial assets that are either past due or impaired [line items]
Loss allowance	943
IAS 39 [member] | Trade and Other Receivables [member]
Disclosure of financial assets that are either past due or impaired [line items]
Loss allowance	$ 943

XML

Risk Management Arising From Financial Instruments (Schedule of Exposure to Credit Risk Relating to Cash and Cash Equivalents and Restricted Cash on Deposit by Geographic Area) (Details)	Dec. 31, 2018	Dec. 31, 2017
Disclosure of credit risk exposure [line items]
Total	100.00%	100.00%
Cash and Cash Equivalents and Restricted Cash on Deposits [member]
Disclosure of credit risk exposure [line items]
Total	100.00%	100.00%
Canada [member] | Cash and Cash Equivalents and Restricted Cash on Deposits [member]
Disclosure of credit risk exposure [line items]
Total	37.00%	65.00%
Belgium [member] | Cash and Cash Equivalents and Restricted Cash on Deposits [member]
Disclosure of credit risk exposure [line items]
Total	61.00%	30.00%
Germany [member] | Cash and Cash Equivalents and Restricted Cash on Deposits [member]
Disclosure of credit risk exposure [line items]
Total	2.00%	5.00%

XML

Capital Management (Schedule of Capital) (Details) - USD ($) $ in Thousands		Dec. 31, 2018	Dec. 31, 2017		Jan. 01, 2017		Dec. 31, 2016
Capital Management [abstract]
Shareholders' equity		$ 10,961	$ 24,173	[1]	$ 10,674	[1]	$ 10,382
Operating borrowings	[1]		1,200		$ 2,111
Long-term debt and repayable government contributions		8,082	11,284
Total		19,043	36,657
Less Cash and cash equivalents and restricted cash		8,737	22,414
Total capital employed		$ 10,306	$ 14,243

[1] Restated (Note 5)

XML

Subsequent Events (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 21, 2018	Dec. 31, 2018	Dec. 31, 2017	Jan. 24, 2019
Disclosure of non-adjusting events after reporting period [line items]
Proceeds from issuing shares		$ 40	$ 19,745
Major ordinary share transactions [member]
Disclosure of non-adjusting events after reporting period [line items]
Shares issued	3,537,931
Proceeds from issuing shares	$ 20,520
Price per share on private placement	$ 5.80
Percentage of voting equity interests acquired				18.60%