Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 09, 2018 | |
Document and Entity Information: | ||
Entity Registrant Name | PLUG POWER INC | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Entity Central Index Key | 1,093,691 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 214,795,074 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 15,035 | $ 24,828 |
Restricted cash | 13,367 | 13,898 |
Accounts receivable | 31,509 | 15,331 |
Inventory | 42,288 | 48,776 |
Prepaid expenses and other current assets | 15,661 | 16,774 |
Total current assets | 117,860 | 119,607 |
Restricted cash | 27,020 | 29,329 |
Property, plant, and equipment, net of accumulated depreciation of $32,801 and $31,588, respectively | 11,544 | 10,414 |
Leased property, net of accumulated depreciation of $16,394 and $11,812, respectively | 95,621 | 87,065 |
Goodwill | 9,210 | 9,445 |
Intangible assets, net of accumulated amortization of $2,036 and $1,735, respectively | 4,250 | 3,785 |
Other assets | 10,722 | 11,165 |
Total assets | 276,227 | 270,810 |
Current liabilities: | ||
Accounts payable | 36,128 | 42,362 |
Accrued expenses | 10,777 | 10,595 |
Deferred revenue | 10,410 | 8,630 |
Finance obligations | 40,581 | 34,506 |
Current portion of long-term debt | 11,461 | 18,762 |
Other current liabilities | 309 | 866 |
Total current liabilities | 109,666 | 115,721 |
Deferred revenue | 28,130 | 25,809 |
Common stock warrant liability | 2,799 | 4,391 |
Finance obligations | 33,693 | 37,069 |
Convertible senior notes, net | 59,812 | |
Long-term debt | 15,272 | 13,371 |
Other liabilities | 18 | 94 |
Total liabilities | 249,390 | 196,455 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 750,000,000 shares authorized; Issued (including shares in treasury): 229,655,825 at June 30, 2018 and 229,073,517 at December 31, 2017 | 2,297 | 2,291 |
Additional paid-in capital | 1,276,989 | 1,250,899 |
Accumulated other comprehensive income | 1,844 | 2,194 |
Accumulated deficit | (1,224,365) | (1,178,636) |
Less common stock in treasury: 15,002,663 at June 30, 2018 and 587,151 at December 31, 2017 | (30,637) | (3,102) |
Total stockholders' equity | 26,128 | 73,646 |
Total liabilities, redeemable preferred stock, and stockholders' equity | 276,227 | 270,810 |
Series C Redeemable Convertible Preferred Stock | ||
Redeemable preferred stock | ||
Series C redeemable convertible preferred stock, $0.01 par value per share (aggregate involuntary liquidation preference $16,664); 10,431 shares authorized; Issued and outstanding: 2,620 at June 30, 2018 and December 31, 2017 | $ 709 | $ 709 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, plant, and equipment, accumulated depreciation | $ 32,801 | $ 31,588 |
Leased property, net of accumulated depreciation | 16,394 | 11,812 |
Intangible assets, net of accumulated amortization | $ 2,036 | $ 1,735 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 750,000,000 | 750,000,000 |
Common Stock, shares issued | 229,655,825 | 229,073,517 |
Common stock in treasury, shares | 15,002,663 | 587,151 |
Series C Redeemable Convertible Preferred Stock | ||
Redeemable convertible Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Redeemable convertible Preferred Stock, shares authorized | 10,431 | 10,431 |
Redeemable convertible Preferred Stock, shares issued | 2,620 | 2,620 |
Redeemable convertible Preferred Stock, shares outstanding | 2,620 | 2,620 |
Redeemable convertible Preferred Stock, aggregate involuntary liquidation preference (in dollars) | $ 16,664 | $ 16,664 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue: | ||||
Gross revenue | $ 39,927 | $ 22,604 | $ 69,007 | $ 37,839 |
Provision for common stock warrants | (3,921) | (1,820) | (5,806) | (1,820) |
Net revenue | 36,006 | 20,784 | 63,201 | 36,019 |
Cost of revenue: | ||||
Total cost of revenue | 38,316 | 24,327 | 69,495 | 44,041 |
Gross loss | (2,310) | (3,543) | (6,294) | (8,022) |
Operating expenses: | ||||
Research and development | 8,427 | 6,625 | 17,075 | 12,623 |
Selling, general and administrative | 12,241 | 17,904 | 20,550 | 27,049 |
Total operating expenses | 20,668 | 24,529 | 37,625 | 39,672 |
Operating loss | (22,978) | (28,072) | (43,919) | (47,694) |
Interest and other expense, net | (6,136) | (2,251) | (9,241) | (4,388) |
Change in fair value of common stock warrant liability | 334 | (12,296) | 1,592 | (14,576) |
Loss before income taxes | (28,780) | (42,619) | (51,568) | (66,658) |
Income tax benefit | 2,912 | 5,865 | ||
Net loss attributable to the Company | (25,868) | (42,619) | (45,703) | (66,658) |
Preferred stock dividends declared and accretion of discount | (13) | (26) | (26) | (3,061) |
Net loss attributable to common shareholders | $ (25,881) | $ (42,645) | $ (45,729) | $ (69,719) |
Net loss per share: | ||||
Basic and diluted (in dollars per share) | $ (0.12) | $ (0.19) | $ (0.21) | $ (0.34) |
Weighted average number of common shares outstanding | 214,315,312 | 220,310,678 | 220,650,537 | 205,748,184 |
Sales of fuel cell systems | ||||
Revenue: | ||||
Gross revenue | $ 20,622 | $ 8,560 | $ 32,080 | $ 10,757 |
Cost of revenue: | ||||
Total cost of revenue | 15,377 | 6,441 | 25,499 | 8,727 |
Services performed on fuel cell systems and related infrastructure | ||||
Revenue: | ||||
Gross revenue | 7,188 | 5,049 | 13,786 | 10,198 |
Cost of revenue: | ||||
Total cost of revenue | 7,125 | 5,068 | 13,995 | 11,634 |
Power purchase agreements | ||||
Revenue: | ||||
Gross revenue | 5,629 | 4,945 | 11,118 | 9,256 |
Cost of revenue: | ||||
Total cost of revenue | 9,393 | 7,450 | 17,684 | 14,065 |
Fuel delivered to customers | ||||
Revenue: | ||||
Gross revenue | 6,488 | 3,986 | 12,023 | 7,477 |
Cost of revenue: | ||||
Total cost of revenue | $ 6,421 | 5,303 | $ 12,317 | 9,452 |
Other | ||||
Revenue: | ||||
Gross revenue | 64 | 151 | ||
Cost of revenue: | ||||
Total cost of revenue | $ 65 | $ 163 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Consolidated Statements of Comprehensive Loss | ||||
Net loss attributable to the Company | $ (25,868) | $ (42,619) | $ (45,703) | $ (66,658) |
Other comprehensive (loss) income - foreign currency translation adjustment | (762) | 936 | (350) | 1,156 |
Comprehensive loss | $ (26,630) | $ (41,683) | $ (46,053) | $ (65,502) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Common Stock ForwardTreasury Stock | Common Stock Forward | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Treasury Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 2,291 | $ 1,250,899 | $ 2,194 | $ (3,102) | $ (1,178,636) | $ 73,646 | ||
Balance (in shares) at Dec. 31, 2017 | 229,073,517 | 587,151 | 229,073,517 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss attributable to the Company | (45,703) | $ (45,703) | ||||||
Other comprehensive loss | (350) | (350) | ||||||
Stock based compensation | $ 2 | 4,323 | 4,325 | |||||
Stock based compensation (in shares) | 202,523 | |||||||
Stock dividend | 26 | (26) | ||||||
Stock dividend (in shares) | 13,273 | |||||||
Stock option exercises | $ 4 | 98 | $ (35) | 67 | ||||
Stock option exercises (in shares) | 366,412 | 17,606 | ||||||
Equity component of convertible senior notes, net of issuance costs and income tax benefit | 31,837 | 31,837 | ||||||
Purchase of capped call | (16,000) | (16,000) | ||||||
Purchase of common stock forward | $ (27,500) | $ (27,500) | ||||||
Purchase of common stock forward ( in shares) | 14,397,906 | 14,397,906 | ||||||
Exercise of warrants (in shares) | 100 | |||||||
Provision for common stock warrants | 5,806 | 5,806 | ||||||
Balance at Jun. 30, 2018 | $ 2,297 | $ 1,276,989 | $ 1,844 | $ (30,637) | $ (1,224,365) | $ 26,128 | ||
Balance (in shares) at Jun. 30, 2018 | 229,655,825 | 15,002,663 | 229,655,825 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows From Operating Activities: | ||
Net loss attributable to the Company | $ (45,703) | $ (66,658) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property, plant and equipment, and leased property | 5,795 | 4,183 |
Amortization of intangible assets | 335 | 290 |
Stock-based compensation | 4,325 | 4,792 |
Amortization of debt issuance costs and discount on convertible senior notes | 2,438 | 296 |
Provision for common stock warrants | 5,806 | 8,513 |
Change in fair value of common stock warrant liability | (1,592) | 14,576 |
Income tax benefit | (5,865) | |
Changes in operating assets and liabilities that provide (use) cash: | ||
Accounts receivable | (16,178) | (3,345) |
Inventory | 6,488 | (12,763) |
Prepaid expenses and other assets | 1,556 | 66 |
Accounts payable, accrued expenses, and other liabilities | (6,685) | (6,746) |
Accrual for loss contracts related to service | (752) | |
Deferred revenue | 4,101 | (787) |
Net cash used in operating activities | (45,179) | (58,335) |
Cash Flows From Investing Activities: | ||
Purchases of property, plant and equipment | (2,343) | (1,057) |
Purchase of intangible asset | (879) | |
Purchases for construction of leased property | (13,138) | (19,488) |
Net cash used in investing activities | (16,360) | (20,545) |
Cash Flows From Financing Activities: | ||
Proceeds from exercise of warrants, net of transaction costs | 17,702 | |
Proceeds from exercise of stock options | 67 | 37 |
Payments for redemption of preferred stock | (3,700) | |
Proceeds from public offerings, net of transaction costs | 19,534 | |
Proceeds from issuance of convertible senior notes, net | 95,856 | |
Purchase of capped call and common stock forward | (43,500) | |
Proceeds from borrowing of long-term debt, net of transaction costs | 621 | |
Principal payments on long-term debt | (5,721) | (1,278) |
Proceeds from sale/leaseback transactions accounted for as capital leases | 20,000 | 3,613 |
Repayments of finance obligations | (17,760) | (4,321) |
Net cash provided by financing activities | 48,942 | 32,208 |
Effect of exchange rate changes on cash | (36) | 158 |
Decrease in cash, cash equivalents and restricted cash | (12,633) | (46,514) |
Cash, cash equivalents, and restricted cash beginning of period | 68,055 | 100,636 |
Cash, cash equivalents, and restricted cash end of period | 55,422 | 54,122 |
Other Supplemental Cash Flow Information: | ||
Cash paid for interest | $ 4,915 | 3,848 |
Noncash financing activity-conversion of preferred stock to common stock | $ 7,778 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2018 | |
Nature of Operations. | |
Nature of Operations | 1. Nature of Operations Description of Business Plug Power Inc., or the Company, is a leading provider of alternative energy technology focused on the design, development, commercialization and manufacture of hydrogen and fuel cell systems used primarily for the electric mobility and stationary power markets. As part of the global drive to electrification, Plug Power has recently leveraged product proven in the material handling vehicle space to enter new, adjacent, electric vehicle markets, specifically electric delivery vans. We are focused on proton exchange membrane, or PEM, fuel cell and fuel processing technologies, fuel cell/battery hybrid technologies, and associated hydrogen storage and dispensing infrastructure from which multiple products are available. A fuel cell is an electrochemical device that combines hydrogen and oxygen to produce electricity and heat without combustion. Hydrogen is derived from hydrocarbon fuels such as liquid petroleum gas (LPG), propane, methanol, ethanol, gasoline or biofuels. Plug Power develops complete hydrogen generation, delivery, storage and refueling solutions for customer locations. Currently the Company obtains the majority of its hydrogen by purchasing it from fuel suppliers for resale to customers. In our core business, we provide and continue to develop commercially-viable hydrogen and fuel cell product solutions to replace lead‑acid batteries in electric material handling vehicles and industrial trucks for some of the world’s largest retail-distribution and manufacturing businesses. We are focusing our efforts on industrial mobility applications (electric forklifts and electric industrial vehicles) at multi‑shift high volume manufacturing and high throughput distribution sites where our products and services provide a unique combination of productivity, flexibility and environmental benefits. Additionally, we manufacture and sell fuel cell products to replace batteries and diesel generators in stationary backup power applications. These products prove valuable with telecommunications, transportation and utility customers as robust, reliable and sustainable power solutions. Our current products and services include: GenDrive: GenDrive is our hydrogen fueled PEM fuel cell system providing power to material handling electric vehicles, including class 1, 2, 3 and 6 electric forklifts and ground support equipment; GenFuel: GenFuel is our hydrogen fueling delivery, generation, storage and dispensing systems; GenCare: GenCare is our ongoing ‘internet of things’-based maintenance and on-site service program for GenDrive fuel cells, GenSure products, GenFuel products and ProGen engines; GenSure: GenSure is our stationary fuel cell solution providing scalable, modular PEM fuel cell power to support the backup and grid-support power requirements of the telecommunications, transportation, and utility sectors; GenKey: GenKey is our turn-key solution combining either GenDrive or GenSure power with GenFuel fuel and GenCare aftermarket service, offering complete simplicity to customers transitioning to fuel cell power; and ProGen: ProGen is our fuel cell stack and engine technology currently used globally in mobility and stationary fuel cell systems, and as engines in electric delivery vans; We provide our products worldwide through our direct product sales force, and by leveraging relationships with original equipment manufacturers, or OEMs, and their dealer networks. We manufacture our commercially-viable products in Latham, NY. We were organized as a corporation in the State of Delaware on June 27, 1997. Unless the context indicates otherwise, the terms “Company,” “Plug Power,” “we,” “our” or “us” as used herein refers to Plug Power Inc. and its subsidiaries. Liquidity Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, growth in equipment leased to customers under long-term arrangements, funding the growth in our GenKey “turn-key” solution, which includes the installation of our customers’ hydrogen infrastructure as well as delivery of the hydrogen fuel, continued development and expansion of our products, payment of lease/financing obligations under sale/leaseback financings, and the repayment or refinancing of our long-term debt. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments; attaining and expanding positive gross margins across all product lines; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the ability of our customers to obtain financing to support commercial transactions; our ability to obtain financing arrangements to support the sale or leasing of our products and services to customers and to repay or refinance our long-term debt, and the terms of such agreements that may require us to pledge or restrict substantial amounts of our cash to support these financing arrangements; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations with positive cash flows and cannot obtain external financing, we may not be able to sustain future operations. As a result, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection. We have experienced and continue to experience negative cash flows from operations and net losses. The Company incurred net losses attributable to common shareholders of $45.7 million for the six months ended June 30, 2018 and $130.2 million, $57.6 million, and $55.8 million for the years ended December 31, 2017, 2016, and 2015, respectively, and has an accumulated deficit of $1.2 billion at June 30, 2018. During the six months ended June 30, 2018, cash used in operating activities was $45.2 million, consisting primarily of a net loss attributable to the Company of $45.7 million and net outflows from fluctuations in working capital and other assets and liabilities of $10.7 million, offset by the impact of noncash charges/gains of $11.2 million. The changes in working capital primarily were related to an increase in accounts receivable and a decrease in accounts payable, accrued expenses and other liabilities, offset by decreases in inventory, prepaid expenses and other current assets and an increase in deferred revenue. As of June 30, 2018, we had cash and cash equivalents of $15.0 million and net working capital of $8.2 million. By comparison, at December 31, 2017, we had cash and cash equivalents of $24.8 million and net working capital of $3.9 million. Net cash used in investing activities for the six months ended June 30, 2018, totaled $16.4 million and included purchases of property, plant and equipment and outflows associated with materials, labor, and overhead necessary to construct new leased property. Cash outflows related to equipment that we sell and equipment we lease directly to customers are included in net cash used in operating activities and net cash used in investing activities, respectively. Net cash provided by financing activities for the six months ended June 30, 2018 totaled $48.9 million and primarily resulted from net proceeds of $52.4 million from the issuance of Convertible Senior Notes, net of purchases of a capped call and a common stock forward, and a $2.2 million increase in finance obligations, offset by $5.7 million of principal payments on long-term debt. In March 2018, we issued $100.0 million in aggregate principal amount of 5.5% Convertible Senior Notes due in 2023 (Convertible Senior Notes). The total net proceeds from this offering, after considering costs of the issuance, were approximately $96.1 million. Approximately $43.5 million of the proceeds were used for the cost of a capped call and a common stock forward, both of which are hedges related to the Convertible Senior Notes. The remaining net proceeds from the Convertible Senior Notes will be used for general corporate purposes, including working capital. The Company enters into sale/leaseback agreements with various financial institutions to facilitate the Company’s commercial transactions with key customers. The Company sells certain fuel cell systems and hydrogen infrastructure to the financial institutions, and leases the equipment back to support certain customer locations and to fulfill its varied PPAs. In connection with certain past operating leases, the financial institutions required the Company to maintain cash balances in restricted accounts securing the Company’s lease obligations. Cash received from customers under the PPAs is used to make lease payments. As the Company performs under these agreements, the required restricted cash balances are released, according to a set schedule. The total remaining lease payments to financial institutions under these agreements was $28.2 million, which has been fully secured with restricted cash and pledged service escrows. The Company has an amended and restated master lease agreement with Wells Fargo (Wells Fargo MLA) to finance the Company’s commercial transactions with Wal-Mart Stores Inc. (Walmart). Pursuant to the Wells Fargo MLA, the Company sells fuel cell systems and hydrogen infrastructure to Wells Fargo and then leases them back and operates them at Walmart sites under lease agreements with Walmart. The total remaining lease payments to Wells Fargo was $24.8 million at June 30, 2018. Additionally, the Company completed financings in August 2018 of approximately $16.0 million. The Wells Fargo MLA requires the Company to maintain restricted cash for the portion of the transaction that related to the applicable investment tax credit. We have historically funded our operations primarily through public and private offerings of common and preferred stock, as well as short-term borrowings, long-term debt and project financing, and recently with Convertible Senior Notes. The Company believes that its current working capital and cash anticipated to be generated from future operations, as well as borrowings from lending and project financing sources and proceeds from equity offerings, will provide sufficient liquidity to fund operations for at least one year after the date that the financial statements are issued. There is no guarantee that future funding will be available if and when required or at terms acceptable to the Company. This projection is based on our current expectations regarding new project financing and product sales and service, cost structure, cash burn rate and other operating assumptions. Additionally, the Company has other capital sources available, including the At Market Issuance Sales Agreement (see Note 9). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (GAAP), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, filed for the fiscal year ended December 31, 2017. The information presented in the accompanying unaudited interim consolidated balance sheet as of December 31, 2017, has been derived from the Company’s December 31, 2017 audited consolidated financial statements. All other information has been derived from the unaudited interim consolidated financial statements of the Company. Revenue Recognition The Company enters into contracts that may contain one or a combination of fuel cell systems and infrastructure, installation, maintenance, spare parts, fuel delivery and other support services. Contracts containing fuel cell systems and related infrastructure may be sold, or provided to customers under a PPA. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company accrues for anticipated standard warranty costs at the same time that revenue is recognized for the related product, or when circumstances indicate that warranty costs will be incurred, as applicable. Only a limited number of fuel cell units are under standard warranty. Revenue is measured based on the consideration specified in a contract with a customer, subject to the allocation of consideration to individual performance obligations as discussed below. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The Company accounts for each separate performance obligation of multiple deliverable arrangements as a separate unit of accounting if the delivered item or items have value to the customer on a standalone basis. The Company considers a performance obligation to be distinct and have a standalone value if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer and the Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. The Company allocates revenue to each separate performance obligation based on relative standalone selling prices. Payment terms for fuel cells, infrastructure and service are invoiced with terms ranging from 30 to 90 days. Service is prepaid upfront in a majority of the arrangements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year. Nature of goods and services The following is a description of principal activities from which the Company generates its revenue. (i) Sales of Fuel Cell Systems and Related Infrastructure Revenue from sales of fuel cell systems and related infrastructure represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure. The Company considers list prices, as well as historical average pricing approaches to determine standalone selling prices. Once relative standalone selling prices are determined, the Company proportionately allocates the sale consideration to each performance obligation within the customer arrangement. The allocated sales consideration related to fuel cell systems and infrastructure, spare parts, and hydrogen infrastructure is recognized at a point in time, when the performance obligation has been satisfied, which usually occurs at shipment if title and risk of loss have passed to the customer or upon commissioning. (ii) Services performed on fuel cell systems and related infrastructure Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. The sales consideration allocated to services as discussed above is generally recognized as revenue over time on a straight-line basis over the expected service period. In a vast majority of its commercial transactions, the Company sells extended maintenance contracts that generally provide for a five to ten year service period from the date of product installation. Services include monitoring, technical support, maintenance and services that provide for 97-98% uptime of the fleet. These services are accounted for as a separate performance obligation, and accordingly, revenue generated from these transactions, subject to the proportional allocation of sale consideration, is deferred and recognized in income over the term of the contract, generally on a straight-line basis. Additionally, the Company may enter into annual service and extended maintenance contracts that are billed monthly. Revenue generated from these transactions is recognized in income on a straight-line basis over the term of the contract. Costs are recognized as incurred over the term of the contract. Sales of spare parts are included within service revenue on the accompanying consolidated statement of operations. When costs are projected to exceed revenues over the life of the contract, an accrual for loss contracts is recorded. Costs are estimated based upon historical experience and consider the estimated impact of the Company’s cost reduction initiatives. The actual results may differ from these estimates. When costs are projected to exceed revenues over the life of an extended maintenance contract, an accrual for loss contracts is recorded. Costs are estimated based upon historical experience and consider the estimated impact of the Company’s cost reduction initiatives. The actual results may differ from these estimates. Upon expiration of the extended maintenance contracts, customers either choose to extend the contract or switch to purchasing spare parts and maintaining the fuel cell systems on their own. (iii) Power Purchase Agreements Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution. When fuel cell systems and related infrastructure are provided to customers through a PPA, revenues associated with these agreements are treated as rental income and recognized on a straight-line basis over the life of the agreements. In conjunction with entering into a PPA with a customer, the Company may enter into sale/leaseback transactions with third-party financial institutions, whereby the fuel cells, a majority of the related infrastructure, and, in some cases service are sold to the third-party financial institution and leased back to the Company through either an operating or capital lease. Certain of the Company’s sale/leaseback transactions with third-party financial institutions are required to be accounted for as capital leases. As a result, no upfront revenue was recognized at the closing of these transactions and a finance obligation for each lease was established. The fuel cell systems and related infrastructure that are provided to customers through these PPAs are considered leased property on the accompanying unaudited interim consolidated balance sheet. Costs to service the leased property, depreciation of the leased property, and other related costs are considered cost of PPA revenue on the accompanying unaudited interim consolidated statement of operations. Interest cost associated with capital leases is presented within interest and other expense, net on the accompanying unaudited interim consolidated statement of operations. Each PPA entered into before December 31, 2015 had a corresponding sale/leaseback transaction with a third-party financial institution, which was required to be accounted for as an operating lease. The Company has rental expense associated with these sale/leaseback agreements with financial institutions. Rental expense is recognized on a straight-line basis over the life of the agreements and is characterized as cost of PPA revenue on the accompanying unaudited interim consolidated statement of operations. (iv) Fuel Delivered to Customers Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated on site. The Company purchases hydrogen fuel from suppliers and sells to its customers upon delivery. Revenue and cost of revenue related to this fuel is recorded as dispensed, and is included in the respective “Fuel delivered to customers” lines on the unaudited interim consolidated statements of operations. (v) Other Other revenue primarily represents cost reimbursement research and development contracts associated with the development of PEM fuel cell technology. Contract accounting is used for research and development contract revenue. The Company generally shares in the cost of these programs with cost sharing percentages ranging from 30% to 50% of total project costs. Revenue from time and material contracts is recognized on the basis of hours expended plus other reimbursable contract costs incurred during the period and is included within the “other” revenue line on the unaudited interim consolidated statement of operations. All allowable work performed through the end of each calendar quarter is billed, subject to limitations in the respective contracts. Contract costs The Company expects that incremental commission fees paid to employees as a result of obtaining sales contracts are recoverable and therefore the Company capitalizes them as contract costs. Capitalized commission fees are amortized on a straight line basis over the period of time over which the transfer of goods or services to which the assets relate occur, typically ranging from 5 to 10 years. Amortization of the capitalized commission fees is included in selling, general, and administrative expenses. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. During 2017, the Company issued warrants to Amazon.com, Inc. and Wal-mart Stores, Inc. The fair value of warrants associated with each of these transactions are accounted for as revenue incentives as described in Note 11, Warrant Transaction Agreements. Adoption of ASC Topic 606 - Transition Approach As discussed in Recent Accounting Pronouncements, on January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (ASC Topic 606), which offers two transition approaches: full retrospective and modified retrospective. The Company chose the modified retrospective approach as its transition method and will not experience a significant effect on the timing and amount of revenue recognized or the amount of revenue allocated to the identified performance obligations. There was an insignificant amount of historical contract acquisition costs that were expensed and were not capitalized upon adoption of ASC Topic 606. However, upon adoption, contract acquisition costs of $0.1 million were capitalized and are being amortized as described above. Cash Equivalents Cash equivalents consist of money market accounts with an initial term of less than three months. At June 30, 2018 and December 31, 2017, cash equivalents consist of money market accounts. For purposes of the unaudited interim consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits. Common Stock Warrant Accounting The Company accounts for common stock warrants as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Derivative Liabilities Registered common stock warrants that require the issuance of registered shares upon exercise and do not sufficiently preclude an implied right to cash settlement are accounted for as derivative liabilities. We currently classify these derivative warrant liabilities on the accompanying unaudited interim consolidated balance sheets as a long-term liability, which are revalued at each balance sheet date subsequent to the initial issuance, using the Black-Scholes pricing model. This pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requires the Company to develop its own assumptions. Changes in the fair value of the warrants are reflected in the accompanying unaudited interim consolidated statements of operations as change in fair value of common stock warrant liability. Equity Instruments Common stock warrants that meet certain applicable requirements of ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , and other related guidance, including the ability of the Company to settle the warrants without the issuance of registered shares or the absence of rights of the grantee to require cash settlement, are accounted for as equity instruments. The Company classifies these equity instruments within additional paid-in capital on the accompanying unaudited interim consolidated balance sheets. Common stock warrants accounted for as equity instruments represent the warrants issued to Amazon.com, Inc. and Wal-Mart Stores, Inc. as discussed in Note 11. These warrants are remeasured at each financial reporting date prior to vesting, using the Monte Carlo pricing model. Once these warrants vest, they are no longer remeasured. This pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requires the Company to develop its own assumptions. Changes in fair value resulting from remeasurement of common stock warrants issued in connection with the Amazon Transaction Agreement and the Walmart Transaction Agreement, as described in Note 11, Warrant Transaction Agreements, and are recorded as cumulative catch up adjustments as a reduction of revenue. Convertible Senior Notes The Company accounts for the issued Convertible Senior Notes with separate liability and equity components. The carrying amount of the liability component was initially determined by estimating the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the estimated fair value of the liability component from the par value of the Convertible Senior Notes as a whole as of the date of issuance. This difference represents a debt discount that is amortized to interest expense, with a corresponding increase to the carrying amount of the liability component, over the term of the Convertible Senior Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The Company has allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the Convertible Senior Notes, and issuance costs attributable to the equity components were netted with the respective equity component in additional paid-in capital. Use of Estimates The unaudited interim consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Reclassifications are made, whenever necessary, to prior period financial statements to conform to the current period presentation. These reclassifications did not have a net impact on the results of operations or net cash flows in the periods presented. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2014, an accounting update was issued that replaces the existing revenue recognition framework regarding contracts with customers. The Company adopted this accounting update as of January 1, 2018. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. The Company did not experience a significant effect on the timing and amount of revenue recognized or the amount of revenue allocated to the identified performance obligations. There is an insignificant amount of historical contract acquisition costs that were expensed under prior guidance and were not capitalized upon adoption of ASC Topic 606. However, in subsequent periods, contract acquisition costs are capitalized in accordance with ASC Topic 606 (see Note 12, Revenue). In October 2016, an accounting update was issued to simplify how an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of this update are intellectual property and property, plant, and equipment. The Company adopted this update on January 1, 2018 and it did not have any effect on the consolidated financial statements because our net tax position is zero. In November 2016, an accounting update was issued to reduce the existing diversity in the classification and presentation of changes in restricted cash on the statement of cash flows. This accounting update was adopted retrospectively by the Company on January 1, 2018. The adoption of this update impacts the cash flows from financing activities due to the change in the presentation of restricted cash within the consolidated statement of cash flows. Net cash flows from financing activities and change in cash and cash equivalents, which now includes restricted cash, for the six months ended June 30, 2018 and 2017, decreased by $2.8 million and $2.6 million, respectively. Recently Issued and Not Yet Adopted Accounting Pronouncements In June 2018, an accounting update was issued to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718 , Compensation-Stock Compensation , to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of ASC Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that ASC Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that ASC Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC Topic 606, Revenue from Contracts with Customers . The amendments in this accounting update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC Topic 606. The Company is evaluating whether to early adopt this accounting update during the remainder of 2018. In February 2016, an accounting update was issued which requires balance sheet recognition for operating leases, among other changes to previous lease guidance. This accounting update is effective for fiscal years beginning after December 15, 2018. The Company has established an internal implementation team to oversee the adoption of the new standard, and has estimated the impact this accounting update will have on its consolidated financial statements. When adopted, the Company expects there to be an increase in finance obligations of over $30.0 million, which represents the future minimum lease payments under non-cancelable operating leases, as lessee, and a corresponding addition of a right-of-use asset. Any cumulative effect of the adoption recorded to accumulated deficit is not expected to be significant. The Company also does not expect there to be a significant net effect on its consolidated statements of operations in the current or prior periods, however what was previously presented as rent expense related to operating leases will be recognized as interest expense on the Company’s minimum lease obligation and depreciation of its right-of-use asset. In July 2018, an accounting update was issued to make technical amendments to the previous update, including the addition of a new optional transition method. The Company is evaluating whether to early adopt this accounting update during the remainder of 2018. The Company is also evaluating the transition method of adoption. In January 2017, an accounting update was issued to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This accounting update is effective for years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the impact this update will have on the consolidated financial statements. In August 2016, an accounting update was issued to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This accounting update is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact this update will have on the consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share. | |
Earnings Per Share | 3. Earnings Per Share Basic earnings per common share are computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock (such as stock options, unvested restricted stock, common stock warrants, preferred stock, and Convertible Senior Notes) were exercised or converted into common stock or resulted in the issuance of common stock (net of any assumed repurchases where applicable) that then shared in the earnings of the Company, if any. This is computed by dividing net earnings by the combination of dilutive common share equivalents, which is comprised of shares issuable under outstanding warrants, the conversion of preferred stock, and the Company’s share-based compensation plans, Convertible Senior Notes and the weighted average number of common shares outstanding during the reporting period. In general, when the Company is in a net loss position, most common stock equivalents would be considered to be anti-dilutive and are, therefore, not included in the determination of diluted earnings per share. Accordingly, basic and diluted loss per share are the same. While the Company plans to settle the principal amount of the Convertible Senior Notes in cash subject to available funding at time of settlement, we currently use the if-converted method for calculating any potential dilutive effect of the conversion option on diluted net income per share, subject to meeting the criteria for using the treasury stock method in future periods. As noted above, the Company is in a net loss position. The conversion option would have a dilutive impact on net loss per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of the Convertible Senior Notes of $2.29 per share. During the six months ended June 30, 2018, the Company's weighted average common stock price was below the conversion price of the Convertible Senior Notes. The shares of common stock purchased in connection with issuance of the Convertible Senior Notes are excluded from weighted-average shares outstanding for basic and diluted earnings per share purposes although they remain legally outstanding. See Note 8, Convertible Senior Notes, for a detailed description of their issuance. The dilutive potential common shares are summarized as follows: At June 30, 2018 2017 Stock options outstanding (1) 19,977,576 15,016,609 Restricted stock outstanding 207,347 248,077 Common stock warrants (2) 115,824,142 60,537,546 Preferred stock (3) 2,782,075 5,554,594 Convertible Senior Notes 43,630,020 — Number of dilutive potential common shares 182,421,160 81,356,826 (1) During the three months ended June 30, 2018 and 2017, the Company granted 484,667 and 314,511 stock options, respectively. During the six months ended June 30, 2018 and 2017, the Company granted 484,667 and 450,863 stock options, respectively. (2) In February 2013, the Company issued 23,637,500 warrants as part of an underwritten public offering with an exercise price of $0.15 per warrant. Of these warrants issued in February 2013, zero and 100 were unexercised as of June 30, 2018 and 2017. In January 2014, the Company issued 4,000,000 warrants as part of an underwritten public offering with an exercise price of $4.00 per warrant. In December 2016, as a result of additional public offerings, and pursuant to the effect of the anti-dilution provisions of these warrants, the exercise price of the $4.00 warrants was reduced to $0.65. Of these warrants issued in January 2014, all 4,000,000 warrants were exercised during 2017, as described in Note 9, Stockholders’ Equity. In December 2016, the Company issued 10,501,500 warrants as part of two concurrent underwritten public offerings with an exercise price of $1.50 per warrant. Of these warrants issued in December 2016, all 10,501,500 warrants were exercised during 2017, as described in Note 9, Stockholders’ Equity. In April 2017, the Company issued 5,250,750 warrants with an exercise price of $2.69 per warrant, as described in Note 9, Stockholders’ Equity. Of these warrants issued in April 2017, none have been exercised as of June 30, 2018. In April 2017, the Company issued warrants to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement, subject to certain vesting events, as described in Note 11, Warrant Transaction Agreements. Of these warrants issued, none have been exercised as of June 30, 2018. In July 2017, the Company issued warrants to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement, subject to certain vesting events, as described in Note 11, Warrant Transaction Agreements. Of these warrants issued, none have been exercised as of June 30, 2018. (3) The preferred stock amount represents the dilutive potential common shares of the Series C redeemable convertible preferred stock, based on the conversion price of the preferred stock as of June 30, 2018 and 2017, respectively. Of the 10,431 Series C redeemable preferred stock issued on May 16, 2013, 7,811 and 5,200 had been converted to common stock through June 30, 2018 and 2017, respectively, with the remainder still outstanding. Of the 18,500 Series D redeemable convertible preferred stock issued on December 22, 2016, 3,700 shares were redeemed during the three months ended March 31, 2017 and the remaining 14,800 were converted to common stock during the second quarter of 2017. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2018 | |
Inventory. | |
Inventory | 4. Inventory Inventory as of June 30, 2018 and December 31, 2017 consists of the following (in thousands): June 30, 2018 December 31, 2017 Raw materials and supplies $ 34,689 $ 42,851 Work-in-process 4,584 3,492 Finished goods 3,015 2,433 $ 42,288 $ 48,776 Raw materials and supplies include spare parts inventory held at service locations valued at $4.7 million and $5.5 million as of June 30, 2018 and December 31, 2017, respectively. |
Leased Property
Leased Property | 6 Months Ended |
Jun. 30, 2018 | |
Leased Property | |
Leased Property | 5. Leased Property Leased property at June 30, 2018 and December 31, 2017 consists of the following (in thousands): June 30, December 31, 2018 2017 Leased property $ 112,015 $ 98,877 Less: accumulated depreciation (16,394) (11,812) Leased property, net $ 95,621 $ 87,065 Depreciation expense related to leased property was $2.4 million and $1.7 million for the three months ended June 30, 2018 and 2017, respectively. Depreciation expense related to leased property was $4.6 million and $3.3 million for the six months ended June 30, 2018 and 2017, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets. | |
Intangible Assets | 6. Intangible Assets The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of June 30, 2018 are as follows (in thousands): Weighted Average Amortization Gross Carrying Accumulated Period Amount Amortizatin Total Acquired technology 9 years $ 5,966 (1,881) 4,085 Customer relationships 10 years 260 (110) 150 Trademark 5 years 60 (45) 15 $ 6,286 $ (2,036) $ 4,250 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2017 are as follows (in thousands): Weighted Average Amortization Gross Carrying Accumulated Period Amount Amortizatin Total Acquired technology 9 years $ 5,200 $ (1,593) $ 3,607 Customer relationships 10 years 260 (97) 163 Trademark 5 years 60 (45) 15 $ 5,520 $ (1,735) $ 3,785 The change in the gross carrying amount and accumulated amortization of the acquired technology from December 31, 2017 to June 30, 2018 is due to the acquisition of intellectual property from American Fuel Cell LLC in April 2018, as well as changes attributed to foreign currency translation. As part of the agreement to acquire the intellectual property, the Company shall pay American Fuel Cell LLC milestone payments not to exceed $2.9 million in total, if certain milestones are met by April 2021. Amortization expense for acquired identifiable intangible assets was $0.2 million and $0.1 million for the three months ended June 30, 2018 and 2017, respectively. Amortization expense for acquired identifiable intangible assets was $0.3 million for each of the six month periods ended June 2018 and 2017. Estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2018 $ 350 2019 593 2020 557 2021 557 2022 557 2023 and thereafter 1,636 Total $ 4,250 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt. | |
Long-Term Debt | 7. Long-Term Debt On December 23, 2016, the Company, and its subsidiaries Emerging Power Inc. and Emergent Power Inc. entered into a loan and security agreement with NY Green Bank, a Division of the New York State Energy Research & Development Authority (NY Green Bank), pursuant to which NY Green Bank made available to the Company a secured term loan facility in the amount of $25.0 million (Term Loan Facility), subject to certain terms and conditions. The Company borrowed $25.0 million upon closing and incurred costs of $1.2 million. On July 21, 2017, the Company and NY Green Bank entered into an amendment to the Term Loan Facility, which among other things, provided for an additional $20.0 million term loan, increasing the size of the total commitment to $45.0 million, amended the interest rate, prepayment penalty (for any prepayment in the calendar year 2017 or 2018, a prepayment charge equal to 7.5% of the advance amount being prepaid will apply) and product deployment and employment targets. As with the existing facility, the up-sized facility will be repaid primarily as the Company’s various restricted cash balances are released over the term of the facility. During the year ended December 31, 2017, the Company borrowed the additional $20.0 million of working capital financing and incurred closing costs of $0.5 million. In June 2018, the timing and amount of the remaining principal payments were modified. At June 30, 2018 and December 31, 2017, the outstanding principal balance under the Term Loan Facility was $27.3 million and $32.8 million, respectively. The fair value of the Term Loan Facility approximates the carrying value as of June 30, 2018 and December 31, 2017, due to the variable interest rate of the Term Loan Facility. Advances under the Term Loan Facility bear interest at a rate equal to the sum of the LIBOR rate for the applicable interest period, plus applicable margin of 9.5%. The interest rate at June 30, 2018 and 2017 was approximately 11.8% and 11.2%, respectively. The term of the loan is three years, with a maturity date of December 23, 2019. As of June 30, 2018, estimated remaining principal payments will be approximately $10.2 million and $17.1 million during the years ending December 31, 2018, and 2019, respectively. These payments will be funded in part by restricted cash released, as described in Note 15, Commitments and Contingencies. Interest and a varying portion of the principal amount is payable on a quarterly basis and the entire then outstanding principal balance of the Term Loan Facility, together with all accrued and unpaid interest, is due and payable on the maturity date. On the maturity date, the Company may also be required to pay additional fees of up to $1.8 million if the Company is unable to meet certain goals related to the deployment of fuel cell systems in the State of New York and increasing the Company’s number of full-time employees in the State of New York. The Company currently believes that it will meet those goals. The Term Loan Facility is secured by substantially all of the Company’s and the guarantor subsidiaries’ assets, including, among other assets, all intellectual property, all securities in domestic subsidiaries and 65% of the securities in foreign subsidiaries, subject to certain exceptions and exclusions. The Term Loan Facility contains covenants, including, among others, (i) the provision of annual and quarterly financial statements, management rights and insurance policies and (ii) restrictions on incurring debt, granting liens, making acquisitions, making loans, paying dividends, dissolving, and entering into leases and asset sales. The Term Loan Facility also provides for events of default, including, among others, payment, bankruptcy, covenant, representation and warranty, change of control, judgment and material adverse effect defaults at the discretion of the lender. The Term Loan Facility provides that if there is an event of default due to the Company’s insolvency or if the Company fails to perform, in any material respect, the servicing requirements for fuel cell systems under certain customer agreements, which failure would entitle the customer to terminate such customer agreement, replace the Company or withhold the payment of any material amount to the Company under such customer agreement, then the NY Green Bank has the right to cause a wholly owned subsidiary of the Company to replace the Company in performing the maintenance services under such customer agreement. |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2018 | |
Convertible Senior Notes | |
Convertible Senior Notes | 8. Convertible Senior Notes In March 2018, the Company issued $100.0 million in aggregate principal amount of 5.5% Convertible Senior Notes due on March 15, 2023, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. There are no required principal payments prior to maturity of the Convertible Senior Notes. The total net proceeds from the Convertible Senior Notes are as follows: Amount (in thousands) Principal amount $ 100,000 Less initial purchasers' discount (3,250) Less cost of related capped call and common stock forward (43,500) Less other issuance costs (894) Net proceeds $ 52,356 The Convertible Senior Notes bear interest at 5.5%, payable semi-annually in cash on March 15 and September 15 of each year. The Convertible Senior Notes will mature on March 15, 2023, unless earlier converted or repurchased in accordance with their terms. The Convertible Senior Notes are unsecured and do not contain any financial covenants or any restrictions on the payment of dividends, or the issuance or repurchase of common stock by the Company. Each $1,000 of principal of the Convertible Senior Notes will initially be convertible into 436.3002 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $2.29 per share, subject to adjustment upon the occurrence of specified events. Holders of these Convertible Senior Notes may convert their Convertible Senior Notes at their option at any time prior to the close of the last business day immediately preceding September 15, 2022, only under the following circumstances: 1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2018 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; 2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the notes on each such trading day; or 3) upon the occurrence of certain specified corporate events, such as a beneficial owner acquiring more then 50% of the total voting power of the Company’s common stock, recapitalization of the Company, dissolution or liquidation of the Company, or the Company’s common stock ceases to be listed on an active market exchange. On or after September 15, 2022, holders may convert all or any portion of their Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion of the Convertible Senior Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. While the Company plans to settle the principal amount of the Convertible Senior Notes in cash subject to available funding at time of settlement, we currently use the if-converted method for calculating any potential dilutive effect of the conversion option on diluted net income per share, subject to meeting the criteria for using the treasury stock method in future periods. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued or unpaid interest. A holder who converts their Convertible Senior Notes in connection with certain corporate events that constitute a “make-whole fundamental change” per the indenture governing the Convertible Senior Notes are, under certain circumstances, entitled to an increase in the conversion rate. In addition, if the Company undergoes a fundamental change prior to the maturity date, holders may require the Company to repurchase for cash all or a portion of its Convertible Senior Notes at a repurchase price equal to 100% of the principal amount of the repurchased Convertible Senior Notes, plus accrued and unpaid interest. The Company may not redeem the Convertible Senior Notes prior to the maturity date, and no sinking fund is provided for the Convertible Senior Notes. In accounting for the issuance of the Convertible Senior Notes, the Company separated the Convertible Senior Notes into liability and equity components. The initial carrying amount of the liability component of approximately $58.2 million, net of costs incurred, was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component of approximately $37.7 million, net of costs incurred, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the Convertible Senior Notes. The difference between the principal amount of the Convertible Senior Notes and the liability component (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the Convertible Senior Notes. The effective interest rate is approximately 16.0%. The equity component of the Convertible Senior Notes is included in additional paid-in capital in the consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification. We incurred transaction costs related to the issuance of the Convertible Senior Notes of approximately $4.1 million, consisting of initial purchasers' discount of $3.3 million and other issuance costs of approximately $0.8 million. In accounting for the transaction costs, we allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds from the Convertible Senior Notes. Transaction costs attributable to the liability component were approximately $2.4 million, were recorded as debt issuance cost (presented as contra debt in the unaudited interim consolidated balance sheet) and are being amortized to interest expense over the term of the Convertible Senior Notes. The transaction costs attributable to the equity component were approximately $1.7 million and were netted with the equity component in stockholders’ equity. The Convertible Senior Notes consisted of the following: Principal amounts: At June 30, 2018 Principal $ 100,000 Unamortized debt discount (1) (37,900) Unamortized debt issuance costs (1) (2,288) Net carrying amount $ 59,812 Carrying amount of the equity component (2) $ 37,702 1) Included in the unaudited interim consolidated balance sheet within Convertible Senior Notes, net and amortized over the remaining life of the Convertible senior notes using the effective interest rate method. 2) Included in the unaudited interim consolidated balance sheet within additional paid-in capital, net of $1.7 million in equity issuance costs and associated income tax benefit. As of June 30, 2018, the remaining life of the Convertible Senior Notes is approximately 57 months. Based on the closing price of the Company’s common stock of $2.02 on June 30, 2018, the if-converted value of the Convertible Senior Notes was less than the principal amount. Capped Call In conjunction with the issuance of the Convertible Senior Notes, the Company entered into capped call options (Capped Call) on the Company’s stock with certain counterparties at a price of $16.0 million. The net cost incurred in connection with the Capped Call has been recorded as a reduction to additional paid-in capital in the unaudited interim consolidated balance sheet. The Capped Call is generally expected to reduce or offset the potential dilution to the Company’s common stock upon any conversion of the Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions will initially be $3.82 per share, which represents a premium of 100% over the last reported sale price of the Company’s common stock of $1.91 per share on the date of the transaction, and is subject to certain adjustments under the terms of the Capped Call. The Capped Call becomes exercisable if the conversion option is exercised. By entering into the Capped Call, the Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to provide a source of cash to settle a portion of its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price under the Convertible Senior Notes. Common Stock Forward In connection with the sale of the Convertible Senior Notes, the Company also entered into a forward stock purchase transaction (Common Stock Forward), pursuant to which the Company agreed to purchase 14,397,906 shares of its common stock for settlement on or about March 15, 2023. The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions. The net cost incurred in connection with the Common Stock Forward of $27.5 million has been recorded as an increase in treasury stock in the unaudited interim consolidated balance sheet. The related shares were accounted for as a repurchase of common stock. The fair values of the Capped Call and Common Stock Forward are not remeasured each reporting period. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Consolidated Statements of Stockholders' Equity | |
Stockholders' Equity | 9. Stockholders’ Equity Preferred Stock The Company has authorized 5.0 million shares of preferred stock, par value $0.01 per share. The Company’s certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Company has authorized Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share. As of June 30, 2018 and December 31, 2017, there were no shares of Series A Junior Participating Cumulative Preferred Stock issued and outstanding. See Note 10, Redeemable Preferred Stock, for a description of the Company’s Series C and D redeemable preferred stock. Common Stock and Warrants The Company has one class of common stock, par value $0.01 per share. Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders. There were 214,653,162 and 228,486,366 shares of common stock outstanding as of June 30, 2018 and December 31, 2017, respectively. On December 22, 2016, the Company issued warrants to purchase 10,501,500 shares of common stock in connection with offerings of common stock and Series D Redeemable Preferred Stock at an exercise price of $1.50 per share. On April 12, 2017, the Company and Tech Opportunities LLC (“Tech Opps”) entered into an agreement, pursuant to which Tech Opps exercised in full its warrants to purchase an aggregate of 10,501,500 shares of common stock. The net proceeds received by the Company pursuant to the exercise of the existing warrants was $15.1 million and the Company issued to Tech Opps warrants to acquire up to 5,250,750 additional shares of common stock at an exercise price of $2.69 per share. The warrants were exercisable as of October 12, 2017 and will expire on October 12, 2019. The warrants are subject to anti-dilution provisions in the event of issuance of additional shares of common stock and certain other conditions, as further described in the warrant agreement. During April 2017, warrants issued in January 2014 as part of an underwritten public offering with Heights Capital Management Inc., were exercised in full to purchase an aggregate of 4,000,000 shares of the Company’s common stock, at an exercise price of $0.65 per share. The aggregate cash exercise price paid to the Company pursuant to the exercise of the warrants was $2.6 million. Pursuant to the exercises of the above warrants, additional paid-in capital was increased $27.1 million and warrant liability reduced by $27.1 million. During 2013, the Company completed a series of underwritten public offerings. One of the underwritten public offerings included accompanying warrants to purchase common stock. During February 2018, the remaining 100 warrants with an exercise price of $0.15 per share were exercised. There were zero and 100 warrants outstanding as of June 30, 2018 and December 31, 2017, respectively. During 2017, additional warrants to purchase up to 110,573,392 shares of common stock were issued in connection with transaction agreements with Amazon and Walmart, as discussed in Note 11. In connection with these agreements, warrants to acquire 18,913,869 shares of common stock have vested and are therefore exercisable as of June 30, 2018 and December 31, 2017. These warrants are measured at fair value and are classified as equity instruments on the consolidated balance sheets. At Market Issuance Sales Agreement On April 3, 2017, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with FBR Capital Markets & Co., as sales agent (“FBR”), pursuant to which the Company may offer and sell, from time to time through FBR, shares of common stock par value $0.01 per share having an aggregate offering price of up to $75.0 million. The Company has raised $23.0 million to date. Under the Sales Agreement, in no event shall the Company issue or sell through FBR such a number of shares that exceeds the number of shares or dollar amount of common stock registered. During the six months ended June 30, 2018, the Company did not offer any shares pursuant to the Sales Agreement. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2018 | |
Redeemable Preferred Stock | |
Redeemable Preferred Stock | 10. Redeemable Convertible Preferred Stock In December 2016, the Company completed an offering of an aggregate of 18,500 shares of the Company’s Series D Redeemable Preferred Stock, par value $0.01 per share (Series D Preferred Stock) and warrants to purchase 7,381,500 shares of the Company’s common stock, par value $0.01 per share (Common Stock), resulting in aggregate proceeds of approximately $15.6 million. During the three months ended March 31, 2017, the Company redeemed 3,700 shares of the Series D Preferred Stock, at an aggregate redemption price of approximately $3.7 million. On April 5, 2017, all of the remaining outstanding shares of the Series D Preferred Stock were converted into an aggregate of 9,548,393 shares of the Company’s common stock at a conversion price of $1.55. The conversion was done at the election of the holder in accordance with the terms of the offering. After the conversion, no shares of Series D Preferred Stock remain outstanding. In December 2017, the series was deauthorized by the Board of Directors. During the third quarter of 2017, 2,611 shares of the Company’s Series C Redeemable Preferred Stock, par value $0.01 per share (Series C Preferred Stock) were converted to common stock. At June 30, 2018, there were 2,620 shares of Series C Preferred Stock outstanding. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or other deemed liquidation event, as defined in the Securities Purchase Agreement, the holder of the Series C Redeemable Preferred Stock will be entitled to be paid an amount per share equal to the greater of (i) the original issue price, plus any accrued but unpaid dividends or (ii) the amount per share that would have been payable had all shares of the Series C Redeemable Preferred Stock been converted to shares of common stock immediately prior to such liquidation event. The Series C Redeemable Preferred Stock is redeemable at the election of the holder of the Series C Redeemable Preferred Stock or the Company. The holder of the Series C Redeemable Preferred Stock is entitled to receive dividends at a rate of 8% per annum, based on the original issue price per share of $248.794, payable in equal quarterly installments in cash or in shares of common stock, at the Company’s option. During the six months ended June 30, 2018 and 2017, respectively, dividends have been paid in the form of shares of common stock. Each share of Series C Redeemable Preferred Stock is convertible into shares of common stock with the number of shares of common stock issuable upon conversion determined by dividing the original issue price per share of $248.794 by the conversion price in effect at the time the shares are converted. The conversion price of the Series C Redeemable Preferred Stock as of June 30, 2018 and December 31, 2017 was $0.2343. The Series C Redeemable Preferred Stock votes together with the common stock on an as-converted basis on all matters. |
Warrant Transaction Agreements
Warrant Transaction Agreements | 6 Months Ended |
Jun. 30, 2018 | |
Warrant Transaction Agreements | |
Warrant Transaction Agreements | 11. Warrant Transaction Agreements Amazon.com, Inc. On April 4, 2017, the Company and Amazon.com, Inc. (“Amazon”) entered into a Transaction Agreement (the “Amazon Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, warrants to acquire up to 55,286,696 shares of the Company’s common stock (the “Amazon Warrant Shares”), subject to certain vesting events described below. The Company and Amazon entered into the Amazon Transaction Agreement in connection with existing commercial agreements between the Company and Amazon with respect to the deployment of the Company’s GenKey fuel cell technology at Amazon distribution centers. The existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. Additionally, Amazon and Plug Power will begin working together on technology collaboration, exploring the expansion of applications for Plug Power’s line of ProGen fuel cell engines. The vesting of the Amazon Warrant Shares is linked to payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the existing commercial agreements. The majority of the Amazon Warrant Shares will vest based on Amazon’s payment of up to $600.0 million to the Company in connection with Amazon’s purchase of goods and services from the Company. The first tranche of 5,819,652 Amazon Warrant Shares vested upon the execution of the Amazon Transaction Agreement. Accordingly, $6.7 million, the fair value of the first tranche of Amazon Warrant Shares, was recognized as selling, general and administrative expense on the unaudited interim consolidated statement of operations during 2017 as this was considered to be marketing in nature and not a revenue incentive cost or contract acquisition cost. The second tranche of 29,098,260 Amazon Warrant Shares will vest in four installments of 7,274,565 Amazon Warrant Shares each time Amazon or its affiliates, directly or indirectly through third parties, make an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $200.0 million in the aggregate. The exercise price for the first and second tranches of Amazon Warrant Shares will be $1.1893 per share. After Amazon has made payments to the Company totaling $200.0 million, the third tranche of 20,368,784 Amazon Warrant Shares will vest in eight installments of 2,546,098 Amazon Warrant Shares each time Amazon or its affiliates, directly or indirectly through third parties, make an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $400.0 million in the aggregate. The exercise price of the third tranche of Amazon Warrant Shares will be an amount per share equal to ninety percent (90%) of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Amazon Warrant Shares. The Amazon Warrant Shares are exercisable through April 4, 2027. The Amazon Warrant Shares provide for net share settlement that, if elected by the holders, will reduce the number of shares issued upon exercise to reflect net settlement of the exercise price. The Amazon Warrant Shares provide for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to customary anti-dilution provisions based on future events. These warrants are classified as equity instruments. Because the Amazon Warrant Shares contain performance criteria (i.e. aggregate purchase levels), which Amazon must achieve for the Amazon Warrant Shares to vest, as detailed above, the final measurement date for the Amazon Warrant Shares is the date on which the Amazon Warrant Shares vest. Prior to the final measurement, when achievement of the performance criteria has been deemed probable, the estimated fair value of Amazon Warrant Shares is being recorded as a reduction to revenue and an addition to additional paid-in capital based on the projected number of Amazon Warrant Shares expected to vest, the proportion of purchases by Amazon and its affiliates within the period relative to the aggregate purchase levels required for the Amazon Warrant Shares to vest and the then-current fair value of the related Amazon Warrant Shares. To the extent that projections change in the future as to the number of Amazon Warrant Shares that will vest, as well as changes in the fair value of the Amazon Warrant Shares, a cumulative catch-up adjustment will be recorded in the period in which the estimates change. At June 30, 2018 and December 31, 2017, 13,094,217 of the Amazon Warrant Shares have vested. The amount of provision for common stock warrants recorded as a reduction of revenue during the three months ended June 30, 2018 and 2017 was $3.6 million and $1.8 million, respectively. The amount of provision for common stock warrants recorded as a reduction of revenue during the six months ended June 30, 2018 and 2017 was $5.3 million and $1.8 million, respectively. Wal-Mart Stores, Inc. On July 20, 2017, the Company and Wal-Mart Stores, Inc. (“Walmart”) entered into a Transaction Agreement (the “Walmart Transaction Agreement”), pursuant to which the Company agreed to issue to Walmart a warrant to acquire up to 55,286,696 shares of the Company’s common stock, subject to certain vesting events (the “Walmart Warrant Shares”). The Company and Walmart entered into the Walmart Transaction Agreement in connection with existing commercial agreements between the Company and Walmart with respect to the deployment of the Company’s GenKey fuel cell technology across various Walmart distribution centers. The existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the warrant shares, is linked to payments made by Walmart or its affiliates (directly or indirectly through third parties) pursuant to transactions entered into after January 1, 2017 under existing commercial agreements. The majority of the Walmart Warrant Shares will vest based on Walmart’s payment of up to $600.0 million to the Company in connection with Walmart’s purchase of goods and services from the Company. The first tranche of 5,819,652 Walmart Warrant Shares vested upon the execution of the Walmart Transaction Agreement. Accordingly, $10.9 million, the fair value of the first tranche of Walmart Warrant Shares, was recorded as a provision for common stock warrants and presented as a reduction to revenue on the unaudited interim consolidated statement of operations during 2017. The second tranche of 29,098,260 Walmart Warrant Shares will vest in four installments of 7,274,565 Walmart Warrant Shares each time Walmart or its affiliates, directly or indirectly through third parties, make an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $200.0 million in the aggregate. The exercise price for the first and second tranches of Walmart Warrant Shares will be $2.1231 per share. After Walmart has made payments to the Company totaling $200.0 million, the third tranche of 20,368,784 Walmart Warrant Shares will vest in eight installments of 2,546,098 Walmart Warrant Shares each time Walmart or its affiliates, directly or indirectly through third parties, make an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $400.0 million in the aggregate. The exercise price of the third tranche of Walmart Warrant Shares will be an amount per share equal to ninety percent (90%) of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares, provided that, with limited exceptions, the exercise price for the third tranche will be no lower than $1.1893. The Walmart Warrant Shares are exercisable through July 20, 2027. The Walmart Warrant Shares provide for net share settlement that, if elected by the holders, will reduce the number of shares issued upon exercise to reflect net settlement of the exercise price. The Walmart Warrant Shares provide for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to customary anti-dilution provisions based on future events. These warrants are classified as equity instruments. Because the Walmart Warrant Shares contain performance criteria (i.e. aggregate purchase levels), which Walmart must achieve for the Walmart Warrant Shares to vest, as detailed above, the final measurement date for the Walmart Warrant Shares is the date on which the Walmart Warrant Shares vest. Prior to the final measurement, when achievement of the performance criteria has been deemed probable, the estimated fair value of Walmart Warrant Shares is being recorded as a reduction to revenue and an addition to additional paid-in capital based on the projected number of Walmart Warrant Shares expected to vest, the proportion of purchases by Walmart and its affiliates within the period relative to the aggregate purchase levels required for the Walmart Warrant Shares to vest and the then-current fair value of the related Walmart Warrant Shares. To the extent that projections change in the future as to the number of Walmart Warrant Shares that will vest, as well as changes in the fair value of the Walmart Warrant Shares, a cumulative catch-up adjustment will be recorded in the period in which the estimates change. At June 30, 2018 and December 31, 2017, 5,819,652 of the Walmart Warrant Shares have vested. The amount of provision for common stock warrants recorded as a reduction to revenue during the three and six months ended June 30, 2018 was $0.3 million and $0.5 million, respectively. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue | |
Revenue | 12. Revenue Disaggregation of revenue In the following table, revenue is disaggregated by major product line and timing of revenue recognition (in thousands): Major products/services lines Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Sales of fuel cell systems $ 14,633 $ 5,582 $ 21,207 $ 7,400 Sale of hydrogen installations and other infrastructure 5,989 2,978 10,873 3,357 Services performed on fuel cell systems and related infrastructure 7,188 5,049 13,786 10,198 Power Purchase Agreements 5,629 4,945 11,118 9,256 Fuel delivered to customers 6,488 3,986 12,023 7,477 Other — 64 — 151 Total gross revenue $ 39,927 $ 22,604 $ 69,007 $ 37,839 Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): June 30, 2018 December 31, 2017 Accounts receivable $ 31,509 $ 15,331 Contract assets 6,246 9,316 Contract liabilities 49,088 46,777 The contract assets relate to the Company’s rights to consideration for work completed but not billed. These amounts are included within prepaid expenses and other current assets on the accompanying consolidated balance sheets. The contract liabilities relate to the advance consideration received from customers for services that will be recognized over time (primarily fuel cell and related infrastructure services). These amounts are included within deferred revenue and finance obligations on the accompanying consolidated interim balance sheets. A portion of the finance obligation balance has restricted cash held in escrow, which will be released over the contract period. Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands): Contract assets Six months ended June 30, 2018 Transferred to receivables from contract assets recognized at the beginning of the period $ (5,502) Revenue recognized and not billed as of the end of the period 2,432 Net change in contract assets $ (3,070) Contract liabilities Six months ended June 30, 2018 Revenue recognized that was included in the contract liability balance as the beginning of the period $ 4,608 Increases due to cash received, net of amounts recognized as revenue during the period (6,919) Net change in contract liabilities $ (2,311) Estimated future revenue The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands): June 30, 2018 December 31, 2017 Sales of fuel cell systems $ 13,478 $ 26,298 Sale of hydrogen installations and other infrastructure 8,281 15,512 Services performed on fuel cell systems and related infrastructure 77,496 89,079 Power Purchase Agreements 122,659 130,042 Total estimated future revenue $ 221,914 $ 260,931 All consideration from contracts with customers is included in the amounts presented above. Contract costs Contract costs consists of capitalized commission fees and other expenses related to obtaining or fulfilling a contract. Capitalized contract costs at June 30, 2018 and December 31, 2017 were $0.1 million and zero, respectively. Expense related to the amortization of capitalized contract costs was not significant for the three or six months ended June 30, 2018. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Taxes. | |
Income Taxes | 13. Income Taxes The Company recognized an income tax benefit for the three and six months ended June 30, 2018 of $2.9 million and $5.9 million, respectively, as a result of the intraperiod tax allocation rules under ASC Topic 740-20, Intraperiod Tax Allocation , under which the Company recognized a benefit for current losses as a result of an entry to additional paid-in capital related to the issuance of the Convertible Senior Notes discussed in Note 8. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets, which remain fully reserved. The remaining net deferred tax asset generated from the Company’s net operating loss has been offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carry forward will not be realized. The Company also recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Measurements. | |
Fair Value Measurements | 14. Fair Value Measurements Convertible Senior Notes The fair value of the Convertible Senior Notes was $60.6 million on issuance. The fair value was determined based on Level 3 inputs, including assumed volatility of 45.0%. The Company carries the Convertible Senior Notes at face value less an unamortized discount on its consolidated balance sheet, and presents the fair value for required disclosure purposes only. At June 30, 2018, the carrying value of the Convertible Senior Notes, excluding unamortized debt issue costs, approximates the fair value. For further information on the Convertible Senior Notes see Note 8. Derivative Liabilities The Company’s common stock warrant liability represents the only asset or liability classified financial instrument measured at fair value on a recurring basis in the unaudited interim consolidated balance sheets. The fair value measurement is determined by using Level 3 inputs due to the lack of active and observable markets that can be used to price identical assets. Level 3 inputs are unobservable inputs and should be used to determine fair value only when observable inputs are not available. Unobservable inputs should be developed based on the best information available in the circumstances, which might include internally generated data and assumptions being used to price the asset or liability. Fair value of the common stock warrant liability is based on the Black-Scholes pricing model which is based, in part, upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company used the following assumptions for its liability-classified common stock warrants: Six months ended June 30, 2018 June 30, 2017 Risk-free interest rate 1.64% - 2.43% 1.01% - 2.01% Volatility 18.40% - 81.69% 62.0% - 108.77% Expected average term 0.01 - 1.53 0.64 - 5.23 There was no expected dividend yield for the warrants granted. If factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. Generally, as the market price of our common stock increases, the fair value of the warrants increase, and conversely, as the market price of our common stock decreases, the fair value of the warrants decrease. Also, a significant increase in the volatility of the market price of the Company’s common stock, in isolation, would result in significantly higher fair value measurements; and a significant decrease in volatility would result in significantly lower fair value measurements. The following table shows the activity in the common stock warrant liability (in thousands): Six months ended Common stock warrant liability June 30, 2018 June 30, 2017 Beginning of period $ 4,391 $ 11,387 Change in fair value of common stock warrants (1,592) 14,576 Issuance of common stock warrants — 4,905 Exercise of common stock warrants — (27,089) End of period $ 2,799 $ 3,779 Equity Instruments The fair value measurement of the Company’s equity-classified common stock warrants further described in Note 11, Warrant Transaction Agreements, is determined by using Level 3 inputs due to the lack of active and observable markets that can be used to price identical instruments. Fair value of the equity-classified common stock warrants is based on the Monte Carlo pricing model which is based, in part, upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company used the following assumptions for its equity-classified common stock warrants: Six months ended June 30, 2018 June 30, 2017 Risk-free interest rate 2.72% - 2.80% 2.36% Volatility 85.00% 85.00% Expected average term 8.76-9.30 9.76-10.00 The Monte Carlo pricing models used in the determination of the fair value of the equity-classified warrants also incorporate assumptions involving future revenues associated with Amazon and Walmart, and related timing. The following table represents the fair value per warrant on the execution date of the transaction agreements and as of June 30, 2018: Amazon Warrant Shares Walmart Warrant Shares Issuance date - first tranche $ 1.15 $ 1.88 As of vesting date - second tranche, first installment 2.16 — As of period end - second tranche 1.71 1.56 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 15. Commitments and Contingencies Operating Leases As of June 30, 2018 and December 31, 2017, the Company has several non-cancelable operating leases (as lessor and as lessee), primarily associated with sale/leaseback transactions that are partially secured by restricted cash (see also Note 1) as summarized below. These leases expire over the next six years. Minimum rent payments under operating leases are recognized on a straight‑line basis over the term of the lease. Leases where the Company is the lessor contain termination clauses with associated penalties, the amount of which cause the likelihood of cancelation to be remote. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of June 30, 2018 are (in thousands): As Lessor As Lessee Remainder of 2018 $ 11,875 $ 7,016 2019 23,619 12,914 2020 21,928 11,612 2021 17,336 7,032 2022 9,085 1,554 2023 and thereafter 8,621 2,290 Total future minimum lease payments $ 92,464 $ 42,418 Rental expense for all operating leases was $3.6 million and $3.4 million for the three months ended June 30, 2018 and 2017, respectively. Rental expense for all operating leases was $7.0 million and $6.9 million for the six months ended June 30, 2018 and 2017, respectively. At June 30, 2018 and December 31, 2017, prepaid rent and security deposits associated with sale/leaseback transactions were $11.1 million and $11.3 million, respectively. At June 30, 2018, $1.8 million of the amount is included in prepaid expenses and other current assets and $9.3 million was included in other assets on the unaudited interim consolidated balance sheet. At December 31, 2017, $1.8 million of this amount was included in prepaid expenses and other current assets and $9.5 million was included in other assets on the consolidated balance sheet. Finance Obligations During the three and six months ended June 30, 2018, the Company entered into sale/leaseback transactions, which were accounted for as capital leases and reported as part of finance obligations on the Company’s unaudited interim consolidated balance sheet. In June 2018, the timing and amount of the lease payments from certain previous sale/leaseback transactions were modified to extend the due date. The outstanding balance of finance obligations related to sale/leaseback transactions at June 30, 2018 was $64.6 million. The fair value of the finance obligation approximates the carrying value as of June 30, 2018. Future minimum lease payments under non-cancelable capital leases related to sale/leaseback transactions (with initial or remaining lease terms in excess of one year) as of June 30, 2018 are (in thousands): Total Imputed Net Present Payments Interest Value 2018 $ 25,528 $ 3,322 $ 22,206 2019 19,930 2,403 17,527 2020 6,042 1,800 4,242 2021 6,043 1,316 4,727 2022 4,296 705 3,591 2023 and thereafter 11,510 1,021 10,489 Total future minimum lease payments $ 73,349 $ 10,567 $ 62,782 In prior years, the Company received cash for future services to be performed associated with certain sale/leaseback transactions and recorded the balance as a finance obligation. The outstanding balance of this obligation at June 30, 2018 and December 31, 2017 is $9.2 million and $10.4 million, respectively. The amount is amortized using the effective interest method. The fair value of this finance obligation approximates the carrying value as of June 30, 2018. The Company has a capital lease associated with its property in Latham, New York. Liabilities relating to this agreement of $2.2 million and $2.3 million have been recorded as a finance obligation, in the accompanying consolidated balance sheets as of June 30, 2018 and December 31, 2017, respectively. The fair value of this finance obligation approximates the carrying value as of June 30, 2018. Restricted Cash The Company has entered into sale/leaseback agreements associated with its products and services. In connection with these agreements, cash of $39.4 million at June 30, 2018 is required to be restricted as security and will be released over the lease term. The Company has additional letters of credit backed by security deposits as disclosed in the Operating Leases section above. The Company also has letters of credit in the aggregate amount of $1.0 million at June 30, 2018 associated with an agreement to provide hydrogen infrastructure and hydrogen to a customer at its distribution center and with a finance obligation from the sale/leaseback of its building. Cash collateralizing these letters of credit is also considered restricted cash. Litigation Legal matters are defended and handled in the ordinary course of business. The Company has established accruals for matters for which management considers a loss to be probable and reasonably estimable. It is the opinion of management that facts known at the present time do not indicate that such litigation, after taking into account insurance coverage and the aforementioned accruals, will have a material adverse impact on our results of operations, financial position, or cash flows. Concentrations of credit risk Concentrations of credit risk with respect to receivables exist due to the limited number of select customers with whom the Company has initial commercial sales arrangements. To mitigate credit risk, the Company performs appropriate evaluation of a prospective customer’s financial condition. At June 30, 2018, three customers comprise approximately 81.5% of the total accounts receivable balance. At December 31, 2017, three customers comprised approximately 59.0% of the total accounts receivable balance. For the six months ended June 30, 2018, 66.2% of total consolidated revenues were associated primarily with two customers, respectively. For the three six months ended June 30, 2017, 71.3% of total consolidated revenues were associated primarily with two customers. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (GAAP), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, filed for the fiscal year ended December 31, 2017. The information presented in the accompanying unaudited interim consolidated balance sheet as of December 31, 2017, has been derived from the Company’s December 31, 2017 audited consolidated financial statements. All other information has been derived from the unaudited interim consolidated financial statements of the Company. |
Revenue Recognition | Revenue Recognition The Company enters into contracts that may contain one or a combination of fuel cell systems and infrastructure, installation, maintenance, spare parts, fuel delivery and other support services. Contracts containing fuel cell systems and related infrastructure may be sold, or provided to customers under a PPA. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company accrues for anticipated standard warranty costs at the same time that revenue is recognized for the related product, or when circumstances indicate that warranty costs will be incurred, as applicable. Only a limited number of fuel cell units are under standard warranty. Revenue is measured based on the consideration specified in a contract with a customer, subject to the allocation of consideration to individual performance obligations as discussed below. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The Company accounts for each separate performance obligation of multiple deliverable arrangements as a separate unit of accounting if the delivered item or items have value to the customer on a standalone basis. The Company considers a performance obligation to be distinct and have a standalone value if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer and the Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. The Company allocates revenue to each separate performance obligation based on relative standalone selling prices. Payment terms for fuel cells, infrastructure and service are invoiced with terms ranging from 30 to 90 days. Service is prepaid upfront in a majority of the arrangements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year. Nature of goods and services The following is a description of principal activities from which the Company generates its revenue. (i) Sales of Fuel Cell Systems and Related Infrastructure Revenue from sales of fuel cell systems and related infrastructure represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure. The Company considers list prices, as well as historical average pricing approaches to determine standalone selling prices. Once relative standalone selling prices are determined, the Company proportionately allocates the sale consideration to each performance obligation within the customer arrangement. The allocated sales consideration related to fuel cell systems and infrastructure, spare parts, and hydrogen infrastructure is recognized at a point in time, when the performance obligation has been satisfied, which usually occurs at shipment if title and risk of loss have passed to the customer or upon commissioning. (ii) Services performed on fuel cell systems and related infrastructure Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. The sales consideration allocated to services as discussed above is generally recognized as revenue over time on a straight-line basis over the expected service period. In a vast majority of its commercial transactions, the Company sells extended maintenance contracts that generally provide for a five to ten year service period from the date of product installation. Services include monitoring, technical support, maintenance and services that provide for 97-98% uptime of the fleet. These services are accounted for as a separate performance obligation, and accordingly, revenue generated from these transactions, subject to the proportional allocation of sale consideration, is deferred and recognized in income over the term of the contract, generally on a straight-line basis. Additionally, the Company may enter into annual service and extended maintenance contracts that are billed monthly. Revenue generated from these transactions is recognized in income on a straight-line basis over the term of the contract. Costs are recognized as incurred over the term of the contract. Sales of spare parts are included within service revenue on the accompanying consolidated statement of operations. When costs are projected to exceed revenues over the life of the contract, an accrual for loss contracts is recorded. Costs are estimated based upon historical experience and consider the estimated impact of the Company’s cost reduction initiatives. The actual results may differ from these estimates. When costs are projected to exceed revenues over the life of an extended maintenance contract, an accrual for loss contracts is recorded. Costs are estimated based upon historical experience and consider the estimated impact of the Company’s cost reduction initiatives. The actual results may differ from these estimates. Upon expiration of the extended maintenance contracts, customers either choose to extend the contract or switch to purchasing spare parts and maintaining the fuel cell systems on their own. (iii) Power Purchase Agreements Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution. When fuel cell systems and related infrastructure are provided to customers through a PPA, revenues associated with these agreements are treated as rental income and recognized on a straight-line basis over the life of the agreements. In conjunction with entering into a PPA with a customer, the Company may enter into sale/leaseback transactions with third-party financial institutions, whereby the fuel cells, a majority of the related infrastructure, and, in some cases service are sold to the third-party financial institution and leased back to the Company through either an operating or capital lease. Certain of the Company’s sale/leaseback transactions with third-party financial institutions are required to be accounted for as capital leases. As a result, no upfront revenue was recognized at the closing of these transactions and a finance obligation for each lease was established. The fuel cell systems and related infrastructure that are provided to customers through these PPAs are considered leased property on the accompanying unaudited interim consolidated balance sheet. Costs to service the leased property, depreciation of the leased property, and other related costs are considered cost of PPA revenue on the accompanying unaudited interim consolidated statement of operations. Interest cost associated with capital leases is presented within interest and other expense, net on the accompanying unaudited interim consolidated statement of operations. Each PPA entered into before December 31, 2015 had a corresponding sale/leaseback transaction with a third-party financial institution, which was required to be accounted for as an operating lease. The Company has rental expense associated with these sale/leaseback agreements with financial institutions. Rental expense is recognized on a straight-line basis over the life of the agreements and is characterized as cost of PPA revenue on the accompanying unaudited interim consolidated statement of operations. (iv) Fuel Delivered to Customers Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated on site. The Company purchases hydrogen fuel from suppliers and sells to its customers upon delivery. Revenue and cost of revenue related to this fuel is recorded as dispensed, and is included in the respective “Fuel delivered to customers” lines on the unaudited interim consolidated statements of operations. (v) Other Other revenue primarily represents cost reimbursement research and development contracts associated with the development of PEM fuel cell technology. Contract accounting is used for research and development contract revenue. The Company generally shares in the cost of these programs with cost sharing percentages ranging from 30% to 50% of total project costs. Revenue from time and material contracts is recognized on the basis of hours expended plus other reimbursable contract costs incurred during the period and is included within the “other” revenue line on the unaudited interim consolidated statement of operations. All allowable work performed through the end of each calendar quarter is billed, subject to limitations in the respective contracts. Contract costs The Company expects that incremental commission fees paid to employees as a result of obtaining sales contracts are recoverable and therefore the Company capitalizes them as contract costs. Capitalized commission fees are amortized on a straight line basis over the period of time over which the transfer of goods or services to which the assets relate occur, typically ranging from 5 to 10 years. Amortization of the capitalized commission fees is included in selling, general, and administrative expenses. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. During 2017, the Company issued warrants to Amazon.com, Inc. and Wal-mart Stores, Inc. The fair value of warrants associated with each of these transactions are accounted for as revenue incentives as described in Note 11, Warrant Transaction Agreements. Adoption of ASC Topic 606 - Transition Approach As discussed in Recent Accounting Pronouncements, on January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (ASC Topic 606), which offers two transition approaches: full retrospective and modified retrospective. The Company chose the modified retrospective approach as its transition method and will not experience a significant effect on the timing and amount of revenue recognized or the amount of revenue allocated to the identified performance obligations. There was an insignificant amount of historical contract acquisition costs that were expensed and were not capitalized upon adoption of ASC Topic 606. However, upon adoption, contract acquisition costs of $0.1 million were capitalized and are being amortized as described above. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of money market accounts with an initial term of less than three months. At June 30, 2018 and December 31, 2017, cash equivalents consist of money market accounts. For purposes of the unaudited interim consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits. |
Common Stock Warrant Accounting | Common Stock Warrant Accounting The Company accounts for common stock warrants as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Derivative Liabilities Registered common stock warrants that require the issuance of registered shares upon exercise and do not sufficiently preclude an implied right to cash settlement are accounted for as derivative liabilities. We currently classify these derivative warrant liabilities on the accompanying unaudited interim consolidated balance sheets as a long-term liability, which are revalued at each balance sheet date subsequent to the initial issuance, using the Black-Scholes pricing model. This pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requires the Company to develop its own assumptions. Changes in the fair value of the warrants are reflected in the accompanying unaudited interim consolidated statements of operations as change in fair value of common stock warrant liability. Equity Instruments Common stock warrants that meet certain applicable requirements of ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , and other related guidance, including the ability of the Company to settle the warrants without the issuance of registered shares or the absence of rights of the grantee to require cash settlement, are accounted for as equity instruments. The Company classifies these equity instruments within additional paid-in capital on the accompanying unaudited interim consolidated balance sheets. Common stock warrants accounted for as equity instruments represent the warrants issued to Amazon.com, Inc. and Wal-Mart Stores, Inc. as discussed in Note 11. These warrants are remeasured at each financial reporting date prior to vesting, using the Monte Carlo pricing model. Once these warrants vest, they are no longer remeasured. This pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requires the Company to develop its own assumptions. Changes in fair value resulting from remeasurement of common stock warrants issued in connection with the Amazon Transaction Agreement and the Walmart Transaction Agreement, as described in Note 11, Warrant Transaction Agreements, and are recorded as cumulative catch up adjustments as a reduction of revenue. |
Convertible Senior Notes | Convertible Senior Notes The Company accounts for the issued Convertible Senior Notes with separate liability and equity components. The carrying amount of the liability component was initially determined by estimating the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the estimated fair value of the liability component from the par value of the Convertible Senior Notes as a whole as of the date of issuance. This difference represents a debt discount that is amortized to interest expense, with a corresponding increase to the carrying amount of the liability component, over the term of the Convertible Senior Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The Company has allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the Convertible Senior Notes, and issuance costs attributable to the equity components were netted with the respective equity component in additional paid-in capital. |
Use of Estimates | Use of Estimates The unaudited interim consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Reclassifications are made, whenever necessary, to prior period financial statements to conform to the current period presentation. These reclassifications did not have a net impact on the results of operations or net cash flows in the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2014, an accounting update was issued that replaces the existing revenue recognition framework regarding contracts with customers. The Company adopted this accounting update as of January 1, 2018. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. The Company did not experience a significant effect on the timing and amount of revenue recognized or the amount of revenue allocated to the identified performance obligations. There is an insignificant amount of historical contract acquisition costs that were expensed under prior guidance and were not capitalized upon adoption of ASC Topic 606. However, in subsequent periods, contract acquisition costs are capitalized in accordance with ASC Topic 606 (see Note 12, Revenue). In October 2016, an accounting update was issued to simplify how an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of this update are intellectual property and property, plant, and equipment. The Company adopted this update on January 1, 2018 and it did not have any effect on the consolidated financial statements because our net tax position is zero. In November 2016, an accounting update was issued to reduce the existing diversity in the classification and presentation of changes in restricted cash on the statement of cash flows. This accounting update was adopted retrospectively by the Company on January 1, 2018. The adoption of this update impacts the cash flows from financing activities due to the change in the presentation of restricted cash within the consolidated statement of cash flows. Net cash flows from financing activities and change in cash and cash equivalents, which now includes restricted cash, for the six months ended June 30, 2018 and 2017, decreased by $2.8 million and $2.6 million, respectively. Recently Issued and Not Yet Adopted Accounting Pronouncements In June 2018, an accounting update was issued to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718 , Compensation-Stock Compensation , to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of ASC Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that ASC Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that ASC Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC Topic 606, Revenue from Contracts with Customers . The amendments in this accounting update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC Topic 606. The Company is evaluating whether to early adopt this accounting update during the remainder of 2018. In February 2016, an accounting update was issued which requires balance sheet recognition for operating leases, among other changes to previous lease guidance. This accounting update is effective for fiscal years beginning after December 15, 2018. The Company has established an internal implementation team to oversee the adoption of the new standard, and has estimated the impact this accounting update will have on its consolidated financial statements. When adopted, the Company expects there to be an increase in finance obligations of over $30.0 million, which represents the future minimum lease payments under non-cancelable operating leases, as lessee, and a corresponding addition of a right-of-use asset. Any cumulative effect of the adoption recorded to accumulated deficit is not expected to be significant. The Company also does not expect there to be a significant net effect on its consolidated statements of operations in the current or prior periods, however what was previously presented as rent expense related to operating leases will be recognized as interest expense on the Company’s minimum lease obligation and depreciation of its right-of-use asset. In July 2018, an accounting update was issued to make technical amendments to the previous update, including the addition of a new optional transition method. The Company is evaluating whether to early adopt this accounting update during the remainder of 2018. The Company is also evaluating the transition method of adoption. In January 2017, an accounting update was issued to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This accounting update is effective for years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the impact this update will have on the consolidated financial statements. In August 2016, an accounting update was issued to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This accounting update is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact this update will have on the consolidated financial statements. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share. | |
Schedule of potential dilutive common shares | At June 30, 2018 2017 Stock options outstanding (1) 19,977,576 15,016,609 Restricted stock outstanding 207,347 248,077 Common stock warrants (2) 115,824,142 60,537,546 Preferred stock (3) 2,782,075 5,554,594 Convertible Senior Notes 43,630,020 — Number of dilutive potential common shares 182,421,160 81,356,826 (1) During the three months ended June 30, 2018 and 2017, the Company granted 484,667 and 314,511 stock options, respectively. During the six months ended June 30, 2018 and 2017, the Company granted 484,667 and 450,863 stock options, respectively. (2) In February 2013, the Company issued 23,637,500 warrants as part of an underwritten public offering with an exercise price of $0.15 per warrant. Of these warrants issued in February 2013, zero and 100 were unexercised as of June 30, 2018 and 2017. In January 2014, the Company issued 4,000,000 warrants as part of an underwritten public offering with an exercise price of $4.00 per warrant. In December 2016, as a result of additional public offerings, and pursuant to the effect of the anti-dilution provisions of these warrants, the exercise price of the $4.00 warrants was reduced to $0.65. Of these warrants issued in January 2014, all 4,000,000 warrants were exercised during 2017, as described in Note 9, Stockholders’ Equity. In December 2016, the Company issued 10,501,500 warrants as part of two concurrent underwritten public offerings with an exercise price of $1.50 per warrant. Of these warrants issued in December 2016, all 10,501,500 warrants were exercised during 2017, as described in Note 9, Stockholders’ Equity. In April 2017, the Company issued 5,250,750 warrants with an exercise price of $2.69 per warrant, as described in Note 9, Stockholders’ Equity. Of these warrants issued in April 2017, none have been exercised as of June 30, 2018. In April 2017, the Company issued warrants to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement, subject to certain vesting events, as described in Note 11, Warrant Transaction Agreements. Of these warrants issued, none have been exercised as of June 30, 2018. In July 2017, the Company issued warrants to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement, subject to certain vesting events, as described in Note 11, Warrant Transaction Agreements. Of these warrants issued, none have been exercised as of June 30, 2018. (3) The preferred stock amount represents the dilutive potential common shares of the Series C redeemable convertible preferred stock, based on the conversion price of the preferred stock as of June 30, 2018 and 2017, respectively. Of the 10,431 Series C redeemable preferred stock issued on May 16, 2013, 7,811 and 5,200 had been converted to common stock through June 30, 2018 and 2017, respectively, with the remainder still outstanding. Of the 18,500 Series D redeemable convertible preferred stock issued on December 22, 2016, 3,700 shares were redeemed during the three months ended March 31, 2017 and the remaining 14,800 were converted to common stock during the second quarter of 2017. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory. | |
Schedule of Inventory | Inventory as of June 30, 2018 and December 31, 2017 consists of the following (in thousands): June 30, 2018 December 31, 2017 Raw materials and supplies $ 34,689 $ 42,851 Work-in-process 4,584 3,492 Finished goods 3,015 2,433 $ 42,288 $ 48,776 |
Leased Property (Tables)
Leased Property (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Leased Property | |
Schedule of Leased Property | Leased property at June 30, 2018 and December 31, 2017 consists of the following (in thousands): June 30, December 31, 2018 2017 Leased property $ 112,015 $ 98,877 Less: accumulated depreciation (16,394) (11,812) Leased property, net $ 95,621 $ 87,065 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets. | |
Schedule of Intangible assets | The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of June 30, 2018 are as follows (in thousands): Weighted Average Amortization Gross Carrying Accumulated Period Amount Amortizatin Total Acquired technology 9 years $ 5,966 (1,881) 4,085 Customer relationships 10 years 260 (110) 150 Trademark 5 years 60 (45) 15 $ 6,286 $ (2,036) $ 4,250 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2017 are as follows (in thousands): Weighted Average Amortization Gross Carrying Accumulated Period Amount Amortizatin Total Acquired technology 9 years $ 5,200 $ (1,593) $ 3,607 Customer relationships 10 years 260 (97) 163 Trademark 5 years 60 (45) 15 $ 5,520 $ (1,735) $ 3,785 |
Schedule of future amortization of intangible assets | Estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2018 $ 350 2019 593 2020 557 2021 557 2022 557 2023 and thereafter 1,636 Total $ 4,250 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Convertible Senior Notes | |
Schedule of net proceeds from the Convertible Senior Notes | Amount (in thousands) Principal amount $ 100,000 Less initial purchasers' discount (3,250) Less cost of related capped call and common stock forward (43,500) Less other issuance costs (894) Net proceeds $ 52,356 |
Schedule of Convertible Senior Notes | Principal amounts: At June 30, 2018 Principal $ 100,000 Unamortized debt discount (1) (37,900) Unamortized debt issuance costs (1) (2,288) Net carrying amount $ 59,812 Carrying amount of the equity component (2) $ 37,702 1) Included in the unaudited interim consolidated balance sheet within Convertible Senior Notes, net and amortized over the remaining life of the Convertible senior notes using the effective interest rate method. 2) Included in the unaudited interim consolidated balance sheet within additional paid-in capital, net of $1.7 million in equity issuance costs and associated income tax benefit. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue | |
Schedule of disaggregation of revenue | In the following table, revenue is disaggregated by major product line and timing of revenue recognition (in thousands): Major products/services lines Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Sales of fuel cell systems $ 14,633 $ 5,582 $ 21,207 $ 7,400 Sale of hydrogen installations and other infrastructure 5,989 2,978 10,873 3,357 Services performed on fuel cell systems and related infrastructure 7,188 5,049 13,786 10,198 Power Purchase Agreements 5,629 4,945 11,118 9,256 Fuel delivered to customers 6,488 3,986 12,023 7,477 Other — 64 — 151 Total gross revenue $ 39,927 $ 22,604 $ 69,007 $ 37,839 |
Schedule of receivables, contract assets and contract liabilities from contracts with customers | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): June 30, 2018 December 31, 2017 Accounts receivable $ 31,509 $ 15,331 Contract assets 6,246 9,316 Contract liabilities 49,088 46,777 |
Schedule of changes in contract assets and the contract liabilities | Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands): Contract assets Six months ended June 30, 2018 Transferred to receivables from contract assets recognized at the beginning of the period $ (5,502) Revenue recognized and not billed as of the end of the period 2,432 Net change in contract assets $ (3,070) Contract liabilities Six months ended June 30, 2018 Revenue recognized that was included in the contract liability balance as the beginning of the period $ 4,608 Increases due to cash received, net of amounts recognized as revenue during the period (6,919) Net change in contract liabilities $ (2,311) |
Schedule of Estimated future revenue | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands): June 30, 2018 December 31, 2017 Sales of fuel cell systems $ 13,478 $ 26,298 Sale of hydrogen installations and other infrastructure 8,281 15,512 Services performed on fuel cell systems and related infrastructure 77,496 89,079 Power Purchase Agreements 122,659 130,042 Total estimated future revenue $ 221,914 $ 260,931 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Measurements. | |
Assumptions used to calculate common stock warrants | Six months ended June 30, 2018 June 30, 2017 Risk-free interest rate 1.64% - 2.43% 1.01% - 2.01% Volatility 18.40% - 81.69% 62.0% - 108.77% Expected average term 0.01 - 1.53 0.64 - 5.23 |
Schedule of activity in the common stock warrant liability | The following table shows the activity in the common stock warrant liability (in thousands): Six months ended Common stock warrant liability June 30, 2018 June 30, 2017 Beginning of period $ 4,391 $ 11,387 Change in fair value of common stock warrants (1,592) 14,576 Issuance of common stock warrants — 4,905 Exercise of common stock warrants — (27,089) End of period $ 2,799 $ 3,779 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Six months ended June 30, 2018 June 30, 2017 Risk-free interest rate 2.72% - 2.80% 2.36% Volatility 85.00% 85.00% Expected average term 8.76-9.30 9.76-10.00 |
Schedule of fair value of warrants | Amazon Warrant Shares Walmart Warrant Shares Issuance date - first tranche $ 1.15 $ 1.88 As of vesting date - second tranche, first installment 2.16 — As of period end - second tranche 1.71 1.56 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies. | |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of June 30, 2018 are (in thousands): As Lessor As Lessee Remainder of 2018 $ 11,875 $ 7,016 2019 23,619 12,914 2020 21,928 11,612 2021 17,336 7,032 2022 9,085 1,554 2023 and thereafter 8,621 2,290 Total future minimum lease payments $ 92,464 $ 42,418 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments under non-cancelable capital leases related to sale/leaseback transactions (with initial or remaining lease terms in excess of one year) as of June 30, 2018 are (in thousands): Total Imputed Net Present Payments Interest Value 2018 $ 25,528 $ 3,322 $ 22,206 2019 19,930 2,403 17,527 2020 6,042 1,800 4,242 2021 6,043 1,316 4,727 2022 4,296 705 3,591 2023 and thereafter 11,510 1,021 10,489 Total future minimum lease payments $ 73,349 $ 10,567 $ 62,782 |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2018 | |
Liquidity | |||||||
Net loss attributable to common shareholders | $ 130,200 | $ 57,600 | $ 55,800 | ||||
Accumulated deficit | $ 1,224,365 | 1,178,636 | |||||
Net cash used in operating activities | 45,179 | $ 58,335 | |||||
Net outflows from fluctuations in working capital and other assets and liabilities | 10,700 | ||||||
Noncash gains | 11,200 | ||||||
Cash and cash equivalents | 15,035 | 24,828 | |||||
Net working capital | 8,200 | $ 3,900 | |||||
Net cash used in investing activities | (16,360) | (20,545) | |||||
Net cash provided by financing activities | 48,942 | 32,208 | |||||
Proceeds from Issuance of Debt | 95,856 | ||||||
Proceeds from borrowing of long-term debt | 621 | ||||||
Repayments of Long-term Debt | 5,721 | $ 1,278 | |||||
Purchase of capped call and common stock forward | 43,500 | ||||||
Sale or leaseback agreements | |||||||
Liquidity | |||||||
Remaining lease payments | 28,200 | ||||||
Amended sale or leaseback agreements | |||||||
Liquidity | |||||||
Remaining lease payments | 24,800 | ||||||
Amended sale or leaseback agreements | Subsequent event | |||||||
Liquidity | |||||||
Additional amount borrowed | $ 16,000 | ||||||
Convertible Senior Notes | |||||||
Liquidity | |||||||
Proceeds from Issuance of Debt | 52,356 | ||||||
Principal amount | 100,000 | ||||||
Interest rate (as a percent) | 5.50% | ||||||
Purchase of capped call and common stock forward | $ 43,500 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |||
Upfront revenue recognized | $ 0 | ||
Capitalized contract costs | 100 | $ 0 | |
Net Cash Provided by (Used in) Financing Activities | 48,942 | $ 32,208 | |
ASU 2016-18 | |||
Summary of Significant Accounting Policies | |||
Net Cash Provided by (Used in) Financing Activities | 2,800 | 2,600 | |
Decrease in cash and cash equivalents | 2,800 | $ 2,600 | |
Proforma adjustment | ASU 2016-02 | |||
Summary of Significant Accounting Policies | |||
Increase in finance obligation | $ 30,000 | ||
Minimum | |||
Summary of Significant Accounting Policies | |||
Payment terms for fuel cells and its services | 30 days | ||
Extension period | 5 years | ||
Uptime of the fleet (as a percent) | 97.00% | ||
Total project costs (as a percent) | 30.00% | ||
Amortization period of capitalized commission fees | 5 years | ||
Maximum | |||
Summary of Significant Accounting Policies | |||
Payment terms for fuel cells and its services | 90 days | ||
Extension period | 10 years | ||
Uptime of the fleet (as a percent) | 98.00% | ||
Total project costs (as a percent) | 50.00% | ||
Amortization period of capitalized commission fees | 10 years |
Earnings Per Share - Anti-dilut
Earnings Per Share - Anti-dilutive Shares (Details) - $ / shares | Apr. 12, 2017 | Apr. 05, 2017 | Dec. 22, 2016 | May 16, 2013 | Feb. 28, 2018 | Jul. 31, 2017 | Apr. 30, 2017 | Dec. 31, 2016 | Jan. 31, 2014 | Feb. 28, 2013 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jul. 20, 2017 | Apr. 04, 2017 |
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common shares | 182,421,160 | 81,356,826 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 2.1231 | |||||||||||||||||
Convertible Senior Notes | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Conversion price, per share | $ 2.29 | $ 2.29 | ||||||||||||||||
Stock options | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Stock options granted | 484,667 | 314,511 | 484,667 | 450,863 | ||||||||||||||
Warrants issued in February, 2013 | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of warrants issued (in shares) | 23,637,500 | |||||||||||||||||
Number of warrants exercised (in shares) | 100 | |||||||||||||||||
Number of warrants unexercised (in shares) | 0 | 100 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.15 | $ 0.15 | ||||||||||||||||
Warrants issued in January, 2014 | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of warrants issued (in shares) | 4,000,000 | 4,000,000 | ||||||||||||||||
Number of warrants exercised (in shares) | 4,000,000 | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.65 | $ 0.65 | $ 4 | |||||||||||||||
Warrants issued in December 2016 | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of warrants issued (in shares) | 10,501,500 | 10,501,500 | ||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 5,250,750 | |||||||||||||||||
Number of warrants exercised (in shares) | 10,501,500 | 10,501,500 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 1.50 | $ 1.50 | ||||||||||||||||
Warrants issued in April 2017 | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of warrants issued (in shares) | 5,250,750 | |||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | |||||||||||||||||
Number of warrants exercised (in shares) | 0 | |||||||||||||||||
Number of warrants unexercised (in shares) | 0 | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 2.69 | |||||||||||||||||
Warrants issued in July 2017 | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | |||||||||||||||||
Number of warrants exercised (in shares) | 0 | |||||||||||||||||
Warrants issued with the Amazon.com, Inc transaction agreement | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | |||||||||||||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | |||||||||||||||||
Series C redeemable convertible preferred stock. | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Stock options granted | 10,431 | |||||||||||||||||
Shares issued upon conversion of redeemable stock (in shares) | 7,811 | 5,200 | ||||||||||||||||
Series D Redeemable Convertible Preferred Stock | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 7,381,500 | |||||||||||||||||
Shares issued (in shares) | 18,500 | 18,500 | ||||||||||||||||
Shares issued upon conversion of redeemable stock (in shares) | 9,548,393 | |||||||||||||||||
Number of shares redeemed | 3,700 | |||||||||||||||||
Number of preferred shares that had been converted to common stock | 14,800 | |||||||||||||||||
Stock options | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common shares | 19,977,576 | 15,016,609 | ||||||||||||||||
Restricted stock | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common shares | 207,347 | 248,077 | ||||||||||||||||
Warrants | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common shares | 115,824,142 | 60,537,546 | ||||||||||||||||
Preferred stock | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common shares | 2,782,075 | 5,554,594 | ||||||||||||||||
Convertible Senior Notes | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common shares | 43,630,020 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory. | ||
Raw materials and supplies | $ 34,689 | $ 42,851 |
Work-in-process | 4,584 | 3,492 |
Finished goods | 3,015 | 2,433 |
Total inventory | 42,288 | 48,776 |
Inventory held at service locations | $ 4,700 | $ 5,500 |
Leased Property (Details)
Leased Property (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Less: accumulated depreciation | $ (16,394) | $ (16,394) | $ (11,812) | ||
Leased property, net | 95,621 | 95,621 | 87,065 | ||
Leased property. | |||||
Leased property under capital lease | 112,015 | 112,015 | 98,877 | ||
Less: accumulated depreciation | (16,394) | (16,394) | (11,812) | ||
Leased property, net | 95,621 | 95,621 | $ 87,065 | ||
Depreciation | $ 2,400 | $ 1,700 | $ 4,600 | $ 3,300 |
Intangible Assets - Gross Carry
Intangible Assets - Gross Carrying Amount (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Gross Carrying Amount | $ 6,286 | $ 5,520 |
Accumulated amortization | (2,036) | (1,735) |
Total | 4,250 | $ 3,785 |
Milestone payments | $ 2,900 | |
Acquired technology | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 9 years | 9 years |
Gross Carrying Amount | $ 5,966 | $ 5,200 |
Accumulated amortization | (1,881) | (1,593) |
Total | $ 4,085 | $ 3,607 |
Customer relationships | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 10 years | 10 years |
Gross Carrying Amount | $ 260 | $ 260 |
Accumulated amortization | (110) | (97) |
Total | $ 150 | $ 163 |
Trademark | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 5 years | 5 years |
Gross Carrying Amount | $ 60 | $ 60 |
Accumulated amortization | (45) | (45) |
Total | $ 15 | $ 15 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Intangible Assets. | |||||
Amortization of Intangible Assets | $ 200 | $ 100 | $ 335 | $ 290 | |
Estimated amortization expense | |||||
Remainder of 2018 | 350 | 350 | |||
2,019 | 593 | 593 | |||
2,020 | 557 | 557 | |||
2,021 | 557 | 557 | |||
2,022 | 557 | 557 | |||
2023 and thereafter | 1,636 | 1,636 | |||
Total | $ 4,250 | $ 4,250 | $ 3,785 |
Long-Term Debt (Details)
Long-Term Debt (Details) - NY Green Bank - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2017 | Jul. 21, 2017 | Jun. 30, 2017 | Dec. 23, 2016 | |
Debt Instrument [Line Items] | |||||
Loan Amount | $ 45 | $ 25 | |||
Long-term borrowings | 25 | ||||
Debt issuance costs | $ 1.2 | ||||
Increase in term loan facility | $ 20 | ||||
Prepayment fee (as a percent) | 7.50% | 7.50% | |||
End of term charge | $ 1.8 | ||||
Percent of securities in foreign subsidiaries guaranteed to secure debt | 65.00% | ||||
Secured term loan facility | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 0.5 | ||||
Long-term Line of Credit | $ 27.3 | 32.8 | |||
Additional amount borrowed | $ 20 | ||||
Effective interest rate (as a percent) | 11.80% | 11.20% | |||
Term of loan agreement | 3 years | ||||
2018 (Remainder of fiscal year) | $ 10.2 | ||||
2,019 | $ 17.1 | ||||
Secured term loan facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread (as a percent) | 9.50% |
Convertible Senior Notes - Net
Convertible Senior Notes - Net proceeds (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2018 | |
Convertible Senior Notes | ||
Less cost of related capped call and common stock forward | $ (43,500) | |
Net proceeds | 95,856 | |
Convertible Senior Notes | ||
Convertible Senior Notes | ||
Interest rate (as a percent) | 5.50% | |
Convertible Senior Notes | ||
Principal amount | 100,000 | |
Less initial purchasers' discount | (3,250) | |
Less cost of related capped call and common stock forward | (43,500) | |
Less other issuance costs | (894) | |
Net proceeds | $ 52,356 |
Convertible Senior Notes - Conv
Convertible Senior Notes - Conversion (Details) | 6 Months Ended |
Jun. 30, 2018USD ($)item$ / shares | |
Convertible Senior Notes | |
Ownership interest percentage | 50.00% |
Closing price of the company's stock | $ / shares | $ 2.02 |
Convertible Senior Notes | |
Convertible Senior Notes | |
Conversion ratio, principal amount | $ 1,000 |
Conversion rates for the notes (in shares) | 436.3002 |
Conversion price, per share | $ / shares | $ 2.29 |
Trading days | item | 20 |
Consecutive Trading days | item | 30 |
Conversion price (as a percent) | 130.00% |
Number of business days | 5 days |
Number of consecutive trading days | 5 days |
Principal amount (as a percent) | 98.00% |
Principal amount of the repurchased Convertible Senior Notes(as a percent) | 100.00% |
Effective interest rate (as a percent) | 16.00% |
Transaction costs attributable to the liability component | $ 2,400,000 |
Transaction costs attributable to the equity component | $ 1,700,000 |
Remaining life of the Convertible Senior Notes | 57 days |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Convertible Senior Notes | |
Net carrying amount | $ 59,812 |
Convertible Senior Notes | |
Convertible Senior Notes | |
Principal amount | 100,000 |
Unamortized debt discount | (37,900) |
Unamortized debt issuance costs | (2,288) |
Net carrying amount | 59,812 |
Carrying amount of the equity component | $ 37,702 |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call and Common Stock Forward (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Capped Call and Common Stock Forward | |
Share Price | $ 2.02 |
Capped Call | |
Capped Call and Common Stock Forward | |
Capped call options amount | $ | $ 16 |
Cap price | $ 3.82 |
Premium (as a percent) | 100.00% |
Share Price | $ 1.91 |
Common Stock Forward | |
Capped Call and Common Stock Forward | |
Purchase of common stock forward ( in shares) | shares | 14,397,906 |
Net cost incurred | $ | $ 27.5 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock and Warrants (Details) - USD ($) | Apr. 12, 2017 | Apr. 03, 2017 | Dec. 22, 2016 | Feb. 28, 2018 | Apr. 30, 2017 | Dec. 31, 2016 | Jan. 31, 2014 | Feb. 28, 2013 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jul. 20, 2017 |
Stockholders' equity | ||||||||||||
Preferred stock, Shares authorized | 5,000,000 | |||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||||
Common Stock Shares, Outstanding | 214,653,162 | 228,486,366 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 2.1231 | |||||||||||
Proceeds from exercise of warrants, net of transaction costs | $ 17,702,000 | |||||||||||
Series A Junior Participating Cumulative Preferred Stock | ||||||||||||
Stockholders' equity | ||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Common Stock Shares, Outstanding | 0 | 0 | ||||||||||
At Market Issuance Sales Agreement | ||||||||||||
Stockholders' equity | ||||||||||||
Common Stock, par value (in dollars per share) | $ 0.01 | |||||||||||
Authorized amount | $ 75,000,000 | |||||||||||
Shares issued | $ 23,000,000 | |||||||||||
Warrants issued in February, 2013 | ||||||||||||
Stockholders' equity | ||||||||||||
Class of Warrant or Right Issued | 23,637,500 | |||||||||||
Exercise price of warrants (in dollars per share) | $ 0.15 | $ 0.15 | ||||||||||
Warrants outstanding (in shares) | 0 | 100 | ||||||||||
Number of warrants exercised (in shares) | 100 | |||||||||||
Warrants issued in December 2016 | ||||||||||||
Stockholders' equity | ||||||||||||
Class of Warrant or Right Issued | 10,501,500 | 10,501,500 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 1.50 | $ 1.50 | ||||||||||
Number of warrants exercised (in shares) | 10,501,500 | 10,501,500 | ||||||||||
Proceeds from exercise of warrants, net of transaction costs | $ 15.10 | |||||||||||
Shares of common stock that can be purchased from warrants issued | 5,250,750 | |||||||||||
Per share price of shares of common stock | $ 2.69 | |||||||||||
Warrants issued in January, 2014 | ||||||||||||
Stockholders' equity | ||||||||||||
Class of Warrant or Right Issued | 4,000,000 | 4,000,000 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 0.65 | $ 0.65 | $ 4 | |||||||||
Number of warrants exercised (in shares) | 4,000,000 | |||||||||||
Proceeds from exercise of warrants, net of transaction costs | $ 2,600,000 | |||||||||||
Increase in additional paid-in capital | 27,100,000 | |||||||||||
Reduction of warrant liability | $ 27,100,000 | |||||||||||
Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017 | ||||||||||||
Stockholders' equity | ||||||||||||
Class of Warrant or Right Issued | 110,573,392 | |||||||||||
Number of warrants exercised (in shares) | 18,913,869 | 18,913,869 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - USD ($) | Apr. 05, 2017 | Dec. 22, 2016 | May 08, 2013 | Dec. 31, 2016 | Sep. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2018 |
Redeemable preferred stock | |||||||||
Payments for redemption of preferred stock | $ 3,700,000 | ||||||||
Series C Redeemable Convertible Preferred Stock | |||||||||
Redeemable preferred stock | |||||||||
Shares issued (in shares) | 2,611 | ||||||||
Redeemable stock issued, par value (in dollars per share) | $ 0.01 | ||||||||
Redeemable stock issued, stated value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||
Redeemable convertible Preferred Stock, shares outstanding | 2,620 | 2,620 | |||||||
Series C Redeemable Convertible Preferred Stock | Air Liquide | |||||||||
Redeemable preferred stock | |||||||||
Dividend rate | 8.00% | ||||||||
Aggregate purchase price of shares issued | $ 248.794 | ||||||||
Adjusted conversion price per share | $ 0.2343 | $ 0.2343 | |||||||
Series D Redeemable Convertible Preferred Stock | |||||||||
Redeemable preferred stock | |||||||||
Shares issued (in shares) | 18,500 | 18,500 | |||||||
Redeemable stock issued, par value (in dollars per share) | $ 0.01 | ||||||||
Shares of common stock that can be purchased from warrants issued | 7,381,500 | ||||||||
Redeemable stock issued, stated value (in dollars per share) | $ 0.01 | ||||||||
Net proceeds from public offering | $ 15,600,000 | ||||||||
Shares redeemed (in shares) | 3,700 | ||||||||
Payments for redemption of preferred stock | $ 3,700,000 | ||||||||
Shares issued upon conversion of redeemable stock (in shares) | 9,548,393 | ||||||||
Conversion price per share | $ 1.55 |
Warrant Transaction Agreements
Warrant Transaction Agreements - Amazon.com, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Thousands | Apr. 04, 2017USD ($)item$ / sharesshares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares | Jul. 20, 2017$ / shares |
Class of Warrant or Right [Line Items] | |||||||
Warrant shares vested (in shares) | shares | 5,819,652 | 5,819,652 | 5,819,652 | ||||
Selling, general and administrative | $ 12,241 | $ 17,904 | $ 20,550 | $ 27,049 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.1231 | ||||||
Provision for common stock warrants | $ 3,921 | 1,820 | $ 5,806 | 1,820 | |||
Warrants issued with the Amazon.com, Inc transaction agreement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 55,286,696 | ||||||
Cash payments to be received under agreement | $ 600,000 | ||||||
Warrant shares vested (in shares) | shares | 13,094,217 | 13,094,217 | 13,094,217 | ||||
Provision for common stock warrants | $ 3,600 | $ 1,800 | $ 5,300 | $ 1,800 | |||
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant shares vested (in shares) | shares | 5,819,652 | ||||||
Selling, general and administrative | $ 6,700 | ||||||
Tranche two of warrants issued with the Amazon.com, Inc. Transaction Agreement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 29,098,260 | ||||||
Number of installments | item | 4 | ||||||
Number of shares per installment | shares | 7,274,565 | ||||||
Cash receipt per installment | $ 50,000 | ||||||
Aggregate cash receipts for all installments | $ 200,000 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.1893 | ||||||
Tranche three of warrants issued with the Amazon.com, Inc. Transaction Agreement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 20,368,784 | ||||||
Number of installments | item | 8 | ||||||
Number of shares per installment | shares | 2,546,098 | ||||||
Cash receipt per installment | $ 50,000 | ||||||
Aggregate cash receipts for all installments | $ 400,000 | ||||||
Exercise price calculation | The exercise price of the third tranche of Amazon Warrant Shares will be an amount per share equal to ninety percent (90%) of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Amazon Warrant Shares |
Warrant Transaction Agreement47
Warrant Transaction Agreements - Walmart Stores, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Thousands | Jul. 20, 2017USD ($)item$ / sharesshares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares |
Class of Warrant or Right [Line Items] | ||||||
Warrant shares vested (in shares) | shares | 5,819,652 | 5,819,652 | 5,819,652 | |||
Selling, general and administrative | $ 12,241 | $ 17,904 | $ 20,550 | $ 27,049 | ||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.1231 | |||||
Provision for common stock warrants | 3,921 | $ 1,820 | 5,806 | $ 1,820 | ||
Warrants issued with the Walmart Stores, Inc transaction agreement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 55,286,696 | |||||
Cash payments to be received under agreement | $ 600,000 | |||||
Provision for common stock warrants | $ 300 | $ 500 | ||||
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant shares vested (in shares) | shares | 5,819,652 | |||||
Provision for common stock warrants | $ 10,900 | |||||
Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant shares vested (in shares) | shares | 29,098,260 | |||||
Number of installments | item | 4 | |||||
Number of shares per installment | shares | 7,274,565 | |||||
Cash receipt per installment | $ 50,000 | |||||
Aggregate cash receipts for all installments | $ 200,000 | |||||
Tranche three of warrants issued with the Walmart Stores, Inc. Transaction Agreement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant shares vested (in shares) | shares | 20,368,784 | |||||
Number of installments | item | 8 | |||||
Number of shares per installment | shares | 2,546,098 | |||||
Cash receipt per installment | $ 50,000 | |||||
Aggregate cash receipts for all installments | $ 400,000 | |||||
Exercise price calculation | The exercise price of the third tranche of Walmart Warrant Shares will be an amount per share equal to ninety percent (90%) of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.1893 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of revenue | ||||
Total gross revenue | $ 39,927 | $ 69,007 | ||
Sales of fuel cell systems | ||||
Disaggregation of revenue | ||||
Total gross revenue | 14,633 | 21,207 | ||
Sale of hydrogen installations and other infrastructure | ||||
Disaggregation of revenue | ||||
Total gross revenue | 5,989 | 10,873 | ||
Services performed on fuel cell systems and related infrastructure | ||||
Disaggregation of revenue | ||||
Total gross revenue | 7,188 | 13,786 | ||
Power purchase agreements | ||||
Disaggregation of revenue | ||||
Total gross revenue | 5,629 | 11,118 | ||
Fuel delivered to customers | ||||
Disaggregation of revenue | ||||
Total gross revenue | $ 6,488 | $ 12,023 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||||
Disaggregation of revenue | ||||
Total gross revenue | $ 22,604 | $ 37,839 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Sales of fuel cell systems | ||||
Disaggregation of revenue | ||||
Total gross revenue | 5,582 | 7,400 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Sale of hydrogen installations and other infrastructure | ||||
Disaggregation of revenue | ||||
Total gross revenue | 2,978 | 3,357 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Services performed on fuel cell systems and related infrastructure | ||||
Disaggregation of revenue | ||||
Total gross revenue | 5,049 | 10,198 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Power purchase agreements | ||||
Disaggregation of revenue | ||||
Total gross revenue | 4,945 | 9,256 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Fuel delivered to customers | ||||
Disaggregation of revenue | ||||
Total gross revenue | 3,986 | 7,477 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Other | ||||
Disaggregation of revenue | ||||
Total gross revenue | $ 64 | $ 151 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Accounts receivable | $ 31,509 | $ 15,331 |
Contract assets | 6,246 | |
Contract liabilities | $ 49,088 | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Accounts receivable | 15,331 | |
Contract assets | 9,316 | |
Contract liabilities | $ 46,777 |
Revenue - Changes in contract a
Revenue - Changes in contract assets and contract liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Contract assets | |
Transferred to receivables from contract assets recognized at the beginning of the period | $ (5,502) |
Revenue recognized and not billed as of the end of the period | 2,432 |
Net change in contract assets | (3,070) |
Contract liabilities | |
Revenue recognized that was included in the contract liability balance as the beginning of the period | 4,608 |
Increases due to cash received, net of amounts recognized as revenue during the period | (6,919) |
Net change in contract liabilities | $ (2,311) |
Revenue - Estimated future reve
Revenue - Estimated future revenue (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Disaggregation of revenue | ||
Total estimated future revenue | $ 221,914 | |
Sales of fuel cell systems | ||
Disaggregation of revenue | ||
Total estimated future revenue | 13,478 | |
Sale of hydrogen installations and other infrastructure | ||
Disaggregation of revenue | ||
Total estimated future revenue | 8,281 | |
Services performed on fuel cell systems and related infrastructure | ||
Disaggregation of revenue | ||
Total estimated future revenue | 77,496 | |
Power purchase agreements | ||
Disaggregation of revenue | ||
Total estimated future revenue | $ 122,659 | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||
Disaggregation of revenue | ||
Total estimated future revenue | $ 260,931 | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Sales of fuel cell systems | ||
Disaggregation of revenue | ||
Total estimated future revenue | 26,298 | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Sale of hydrogen installations and other infrastructure | ||
Disaggregation of revenue | ||
Total estimated future revenue | 15,512 | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Services performed on fuel cell systems and related infrastructure | ||
Disaggregation of revenue | ||
Total estimated future revenue | 89,079 | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Power purchase agreements | ||
Disaggregation of revenue | ||
Total estimated future revenue | $ 130,042 |
Revenue - Others (Details)
Revenue - Others (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Revenue | ||
Capitalized contract costs | $ 0.1 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Income Taxes. | ||
Income tax benefit | $ (2,912) | $ (5,865) |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation Technique (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Equity Instruments | ||
Valuation technique for assets measured and recorded at fair value | ||
Risk-free interest rate (as a percent) | 2.36% | |
Volatility (as a percent) | 85.00% | |
Derivative Liabilities | ||
Valuation technique for assets measured and recorded at fair value | ||
Expected dividend yield (as a percent) | 0.00% | |
Minimum | ||
Valuation technique for assets measured and recorded at fair value | ||
Risk-free interest rate (as a percent) | 1.64% | 1.01% |
Volatility (as a percent) | 18.40% | 62.00% |
Expected average term | 4 days | 7 months 21 days |
Minimum | Equity Instruments | ||
Valuation technique for assets measured and recorded at fair value | ||
Risk-free interest rate (as a percent) | 2.72% | |
Volatility (as a percent) | 85.00% | |
Expected average term | 8 years 9 months 4 days | 9 years 9 months 4 days |
Maximum | ||
Valuation technique for assets measured and recorded at fair value | ||
Risk-free interest rate (as a percent) | 2.43% | 2.01% |
Volatility (as a percent) | 81.69% | 108.77% |
Expected average term | 1 year 6 months 11 days | 5 years 2 months 23 days |
Maximum | Equity Instruments | ||
Valuation technique for assets measured and recorded at fair value | ||
Risk-free interest rate (as a percent) | 2.80% | |
Expected average term | 9 years 3 months 18 days | 10 years |
Convertible Senior Notes | ||
Valuation technique for assets measured and recorded at fair value | ||
Fair value of Convertible Senior Notes | $ 60.6 | |
Convertible Senior Notes | Level 3 | ||
Valuation technique for assets measured and recorded at fair value | ||
Volatility (as a percent) | 45.00% |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Instruments Reconciliation (Details) - Warrants - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Reconciliations of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) | ||
Balance at the beginning of the period | $ 4,391 | $ 11,387 |
Change in fair value of common stock warrants | (1,592) | 14,576 |
Issuance of common stock warrants | 4,905 | |
Exercise of common stock warrants | (27,089) | |
Balance at the end of the period | $ 2,799 | $ 3,779 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Warrants (Details) | 6 Months Ended |
Jun. 30, 2018$ / shares | |
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement | |
Fair Value | |
Fair value per warrant | $ 1.15 |
Tranche two of warrants issued with the Amazon.com, Inc. Transaction Agreement | |
Fair Value | |
As of vesting date - second tranche, first installment | 2.16 |
As of period end - second tranche | 1.71 |
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | |
Fair Value | |
Fair value per warrant | 1.88 |
Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement | |
Fair Value | |
As of period end - second tranche | $ 1.56 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Operating Leases | |||||
Lease Term | 6 years | ||||
As Lessor | |||||
Remainder of 2018 | $ 11,875 | $ 11,875 | |||
2,019 | 23,619 | 23,619 | |||
2,020 | 21,928 | 21,928 | |||
2,021 | 17,336 | 17,336 | |||
2,022 | 9,085 | 9,085 | |||
2023 and Thereafter | 8,621 | 8,621 | |||
Total future minimum lease payments | 92,464 | 92,464 | |||
As Lessee | |||||
Remainder of 2018 | 7,016 | 7,016 | |||
2,019 | 12,914 | 12,914 | |||
2,020 | 11,612 | 11,612 | |||
2,021 | 7,032 | 7,032 | |||
2,022 | 1,554 | 1,554 | |||
2023 and Thereafter | 2,290 | 2,290 | |||
Total future minimum lease payments | 42,418 | 42,418 | |||
Rental expense and rental income for all operating leases | |||||
Rental expense for all operating lease | 3,600 | $ 3,400 | 7,000 | $ 6,900 | |
Prepaid rent and security deposit | 11,100 | 11,100 | $ 11,300 | ||
Prepaid expenses and other current assets | |||||
Rental expense and rental income for all operating leases | |||||
Prepaid rent and security deposit | 1,800 | 1,800 | 1,800 | ||
Other assets | |||||
Rental expense and rental income for all operating leases | |||||
Prepaid rent and security deposit | $ 9,300 | $ 9,300 | $ 9,500 |
Commitments and Contingencies58
Commitments and Contingencies - Capital Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Restricted Cash | ||
Restricted cash | $ 39,400 | |
Letter of credit | 1,000 | |
Capital Leases | ||
Total Payments of future minimum lease payments | ||
2,018 | 25,528 | |
2,019 | 19,930 | |
2,020 | 6,042 | |
2,021 | 6,043 | |
2,022 | 4,296 | |
2023 and Thereafter | 11,510 | |
Total future minimum lease payments | 73,349 | |
Imputed Interest of future minimum lease payments | ||
2,018 | 3,322 | |
2,019 | 2,403 | |
2,020 | 1,800 | |
2,021 | 1,316 | |
2,022 | 705 | |
2023 and Thereafter | 1,021 | |
Total future minimum lease payments: Imputed Interest | 10,567 | |
Net Present Value of future minimum lease payments | ||
2,018 | 22,206 | |
2,019 | 17,527 | |
2,020 | 4,242 | |
2,021 | 4,727 | |
2,022 | 3,591 | |
2023 and Thereafter | 10,489 | |
Total future minimum lease payments: Net Present Value | 62,782 | |
Cash received for future services | 9,200 | $ 10,400 |
Long-term debt. | Capital Leases | ||
Sale Leaseback Transaction [Line Items] | ||
Sale-leaseback liability | 64,600 | |
Finance obligation | ||
Sale Leaseback Transaction [Line Items] | ||
Sale-leaseback liability | $ 2,200 | $ 2,300 |
Commitments and Contingencies59
Commitments and Contingencies - Concentrations of Credit Risk (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018customeritem | Jun. 30, 2017item | Dec. 31, 2017item | |
Accounts receivable. | Credit risk | |||
Customer Concentration | |||
Concentration Risk Number of Customers | 3 | 3 | |
Concentration risk (as a percent) | 81.50% | 59.00% | |
Revenues. | Customer concentration | |||
Customer Concentration | |||
Concentration Risk Number of Customers | 2 | 2 | |
Concentration risk (as a percent) | 66.20% | 71.30% |