Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 05, 2020 | |
Document and Entity Information: | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2020 | |
Entity File Number | 1-34392 | |
Entity Registrant Name | PLUG POWER INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-3672377 | |
Entity Address, Address Line One | 968 ALBANY SHAKER ROAD | |
Entity Address, City or Town | LATHAM | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 12110 | |
City Area Code | 518 | |
Local Phone Number | 782-7700 | |
Title of 12(b) Security | Common Stock, par value $0.01per share | |
Trading Symbol | PLUG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 365,802,413 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Central Index Key | 0001093691 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 152,492 | $ 139,496 |
Restricted cash | 50,634 | 54,813 |
Accounts receivable | 45,522 | 25,448 |
Inventory | 114,571 | 72,391 |
Prepaid expenses and other current assets | 31,436 | 21,192 |
Total current assets | 394,655 | 313,340 |
Restricted cash | 180,127 | 175,191 |
Property, plant, and equipment, net of accumulated depreciation of $19,203 and $17,417, respectively | 60,018 | 14,959 |
Leased property, net | 274,721 | 244,740 |
Goodwill | 70,402 | 8,842 |
Intangible assets, net | 38,574 | 5,539 |
Other assets | 11,817 | 8,573 |
Total assets | 1,030,314 | 771,184 |
Current liabilities: | ||
Accounts payable | 39,812 | 40,376 |
Accrued expenses | 23,320 | 14,213 |
Deferred revenue | 14,902 | 11,691 |
Finance obligations | 57,695 | 49,507 |
Current portion of long-term debt | 50,933 | 26,461 |
Other current liabilities | 21,692 | 8,543 |
Total current liabilities | 208,354 | 150,791 |
Deferred revenue | 25,038 | 23,369 |
Finance obligations | 300,653 | 265,228 |
Convertible senior notes, net | 142,704 | 110,246 |
Long-term debt | 101,844 | 85,708 |
Other liabilities | 11,756 | 13 |
Total liabilities | 790,349 | 635,355 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 750,000,000 shares authorized; Issued (including shares in treasury): 348,201,792 at June 30, 2020 and 318,637,560 at December 31, 2019 | 3,482 | 3,186 |
Additional paid-in capital | 1,658,532 | 1,507,116 |
Accumulated other comprehensive income | 1,271 | 1,400 |
Accumulated deficit | (1,391,961) | (1,345,807) |
Less common stock in treasury: 15,292,591 at June 30, 2020 and 15,259,045 at December 31, 2019 | (31,359) | (31,216) |
Total stockholders ' equity | 239,965 | 134,679 |
Total liabilities, redeemable preferred stock, and stockholders ' equity | $ 1,030,314 | 771,184 |
Series C Redeemable Convertible Preferred Stock | ||
Redeemable preferred stock: | ||
Redeemable preferred stock | 709 | |
Series E Redeemable Convertible Preferred Stock | ||
Redeemable preferred stock: | ||
Redeemable preferred stock | $ 441 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accumulated depreciation of property, plant, and equipment | $ 19,203 | $ 17,417 |
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 | 348,201,792 | 318,637,560 |
Common stock in treasury, shares | 15,292,591 | 15,259,045 |
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 | 0 | 2,620 |
Redeemable convertible Preferred Stock, shares outstanding | 0 | 2,620 |
Redeemable convertible Preferred Stock, aggregate involuntary liquidation preference (in dollars) | $ 16,664 | $ 16,664 |
Series E Redeemable Convertible Preferred Stock | ||
Redeemable convertible Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Redeemable convertible Preferred Stock, shares authorized | 35,000 | 35,000 |
Redeemable convertible Preferred Stock, shares issued | 0 | 500 |
Redeemable convertible Preferred Stock, shares outstanding | 0 | 500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net revenue: | ||||
Net revenue | $ 68,070 | $ 57,535 | $ 108,883 | $ 79,114 |
Cost of revenue: | ||||
Total cost of revenue | 62,994 | 46,914 | 108,278 | 72,277 |
Gross profit | 5,076 | 10,621 | 605 | 6,837 |
Operating expenses: | ||||
Research and development | 9,757 | 8,933 | 20,169 | 16,306 |
Selling, general and administrative | 21,658 | 13,627 | 32,671 | 22,951 |
Total operating expenses | 31,415 | 22,560 | 52,840 | 39,257 |
Operating loss | (26,339) | (11,939) | (52,235) | (32,420) |
Interest and other expense, net | (13,198) | (7,861) | (24,781) | (16,206) |
Change in fair value of common stock warrant liability | 1,706 | (420) | ||
Gain on extinguishment of debt | 13,222 | 13,222 | ||
Loss before income taxes | (26,315) | (18,094) | (63,794) | (49,046) |
Income tax benefit | 17,659 | 17,659 | ||
Net loss attributable to the Company | (8,656) | (18,094) | (46,135) | (49,046) |
Preferred stock dividends declared and accretion of discount | (13) | (13) | (19) | (26) |
Net loss attributable to common stockholders | $ (8,669) | $ (18,107) | $ (46,154) | $ (49,072) |
Net loss per share: | ||||
Basic and diluted | $ (0.03) | $ (0.08) | $ (0.15) | $ (0.22) |
Weighted average number of common stock outstanding | 316,645,050 | 231,114,868 | 310,918,626 | 225,899,224 |
Sales of fuel cell systems and related infrastructure | ||||
Net revenue: | ||||
Net revenue | $ 47,746 | $ 38,696 | $ 68,133 | $ 41,240 |
Cost of revenue: | ||||
Total cost of revenue | 33,676 | 23,129 | 47,420 | 25,450 |
Services performed on fuel cell systems and related infrastructure | ||||
Net revenue: | ||||
Net revenue | 6,236 | 5,341 | 12,757 | 11,684 |
Cost of revenue: | ||||
Total cost of revenue | 6,491 | 6,218 | 14,672 | 12,341 |
Power Purchase Agreements | ||||
Net revenue: | ||||
Net revenue | 6,654 | 6,409 | 13,150 | 12,519 |
Cost of revenue: | ||||
Total cost of revenue | 13,704 | 8,713 | 27,947 | 17,711 |
Fuel delivered to customers | ||||
Net revenue: | ||||
Net revenue | 7,372 | 7,089 | 14,705 | 13,671 |
Cost of revenue: | ||||
Total cost of revenue | 9,060 | $ 8,854 | 18,095 | $ 16,775 |
Other | ||||
Net revenue: | ||||
Net revenue | 62 | 138 | ||
Cost of revenue: | ||||
Total cost of revenue | $ 63 | $ 144 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Condensed Consolidated Statements of Comprehensive Loss | ||||
Net loss attributable to the Company | $ (8,656) | $ (18,094) | $ (46,135) | $ (49,046) |
Other comprehensive gain (loss) - foreign currency translation adjustment | 107 | 86 | (129) | (124) |
Comprehensive loss | $ (8,549) | $ (18,008) | $ (46,264) | $ (49,170) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Treasury Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 2,342 | $ 1,289,714 | $ 1,584 | $ (30,637) | $ (1,260,290) | $ 2,713 |
Balance (in shares) at Dec. 31, 2018 | 234,160,661 | 15,002,663 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss attributable to the Company | (49,046) | (49,046) | ||||
Other comprehensive loss | (124) | (124) | ||||
Stock-based compensation | $ 8 | 5,115 | 5,123 | |||
Stock-based compensation (in shares) | 780,985 | |||||
Stock dividend | 26 | (26) | ||||
Stock dividend (in shares) | 10,147 | |||||
Public offerings, common stock, net | $ 119 | 28,146 | 28,265 | |||
Public offerings, common stock, net (in shares) | 11,881,637 | |||||
Stock option exercises | $ 1 | 248 | $ (44) | 205 | ||
Stock option exercises (in shares) | 141,743 | 17,774 | ||||
Provision for common stock warrants | 5,662 | 5,662 | ||||
Balance at Jun. 30, 2019 | $ 2,470 | 1,328,911 | 1,460 | $ (30,681) | (1,309,362) | (7,202) |
Balance (in shares) at Jun. 30, 2019 | 246,975,173 | 15,020,437 | ||||
Balance at Dec. 31, 2019 | $ 3,186 | 1,507,116 | 1,400 | $ (31,216) | (1,345,807) | $ 134,679 |
Balance (in shares) at Dec. 31, 2019 | 318,637,560 | 15,259,045 | 318,637,560 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss attributable to the Company | (46,135) | $ (46,135) | ||||
Other comprehensive loss | (129) | (129) | ||||
Stock-based compensation | $ 6 | 6,325 | $ (143) | 6,188 | ||
Stock-based compensation (in shares) | 586,558 | 33,371 | ||||
Stock dividend | 19 | (19) | ||||
Stock dividend (in shares) | 5,156 | |||||
Public offerings, common stock, net | (269) | (269) | ||||
Stock option exercises | $ 69 | 15,729 | 15,798 | |||
Stock option exercises (in shares) | 6,905,936 | 175 | ||||
Equity component of $200M convertible senior notes issued, net of issuance costs and income tax benefit | 115,884 | 115,884 | ||||
Purchase of capped call | (16,253) | (16,253) | ||||
Termination of capped calls | 24,158 | 24,158 | ||||
Provision for common stock warrants | 7,983 | 7,983 | ||||
Accretion of discount, preferred stock | (29) | (29) | ||||
Conversion of preferred stock | $ 30 | 1,148 | 1,178 | |||
Conversion of preferred stock (in shares) | 2,998,526 | |||||
Repurchase of $100 million convertible senior notes, net of income tax benefit | $ 94 | (52,855) | (52,761) | |||
Repurchase of $100 million convertible senior notes, net of income tax benefit (In shares) | 9,409,591 | |||||
Shares issued for acquisition | $ 97 | 49,576 | 49,673 | |||
Shares issued for acquisition (in shares) | 9,658,465 | |||||
Balance at Jun. 30, 2020 | $ 3,482 | $ 1,658,532 | $ 1,271 | $ (31,359) | $ (1,391,961) | $ 239,965 |
Balance (in shares) at Jun. 30, 2020 | 348,201,792 | 15,292,591 | 348,201,792 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' (Deficit) Equity (Parenthetical) $ in Millions | Jun. 30, 2020USD ($) |
$200M Convertible Senior Notes | |
Convertible Debt | $ 200 |
One Hundred Million Convertible Senior Note [Member] | |
Convertible Debt | $ 100 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Activities | ||
Net loss attributable to the Company | $ (46,135) | $ (49,046) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property, plant and equipment, and leased property | 5,783 | 5,496 |
Amortization of intangible assets | 398 | 338 |
Stock-based compensation | 6,188 | 5,123 |
Gain on extinguishment of debt | (13,222) | |
Provision for bad debts and other assets | 907 | |
Amortization of debt issuance costs and discount on convertible senior notes | 6,528 | 4,340 |
Provision for common stock warrants | 7,983 | 2,209 |
Loss on disposal of leased assets | 212 | |
Change in fair value of common stock warrant liability | 420 | |
Income tax benefit | (17,659) | |
Changes in operating assets and liabilities that provide (use) cash: | ||
Accounts receivable | (18,393) | 9,848 |
Inventory | (37,983) | (25,280) |
Prepaid expenses, and other assets | (11,817) | (460) |
Accounts payable, accrued expenses, and other liabilities | 4,699 | 1,232 |
Deferred revenue | 2,383 | (3,827) |
Net cash used in operating activities | (111,247) | (48,488) |
Investing Activities | ||
Purchases of property, plant and equipment | (5,009) | (2,844) |
Purchase of intangible assets | (1,860) | |
Purchases for construction of leased property | (6,256) | (1,987) |
Net cash paid for acquisitions | (45,286) | |
Proceeds from sale of leased assets | 375 | |
Net cash used in investing activities | (56,551) | (6,316) |
Financing Activities | ||
Proceeds from issuance of preferred stock, net of transaction costs | (8) | |
Proceeds from public offerings, net of transaction costs | (269) | 28,265 |
Proceeds from exercise of stock options | 15,798 | 205 |
Proceeds from issuance of convertible senior notes, net | 205,100 | |
Repurchase of convertible senior notes | (90,238) | |
Purchase of capped calls | (16,253) | |
Proceeds from termination of capped calls | 24,158 | |
Principal payments on long-term debt | (21,626) | (17,521) |
Proceeds from long-term debt, net | 49,000 | 99,546 |
Repayments of finance obligations | (11,783) | (56,070) |
Proceeds from finance obligations | 27,678 | 25,609 |
Net cash provided by financing activities | 181,565 | 80,026 |
Effect of exchange rate changes on cash | (14) | (48) |
Decrease in cash, cash equivalents and restricted cash | 13,753 | 25,174 |
Cash, cash equivalents, and restricted cash beginning of period | 369,500 | 110,153 |
Cash, cash equivalents, and restricted cash end of period | 383,253 | 135,327 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 9,466 | 8,673 |
Summary of non-cash investing and financing activity | ||
Recognition of right of use asset | 26,922 | $ 34,530 |
Conversion of preferred stock to common stock | $ 441 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2020 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations Description of Business As a leading provider of comprehensive hydrogen fuel cell turnkey solutions, Plug Power Inc., or the Company, is seeking to build a green hydrogen economy. The Company is focused on hydrogen and fuel cell systems that are used to power electric motors primarily in the electric mobility and stationary power markets, given the ongoing paradigm shift in the power, energy, and transportation industries to address climate change, energy security, and meet sustainability goals. Plug Power created the first commercially viable market for hydrogen fuel cell, or the HFC technology. As a result, the Company has deployed over 34,000 fuel cell systems, and has become the largest buyer of liquid hydrogen, having built and operated a hydrogen network across North America. 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 multiple sources. The majority of liquid hydrogen in the United States is produced using the steam methane reforming process and utilizing by-product hydrogen from chlor alkali production. By-product hydrogen from a chlor alkali plant is considered to be low carbon hydrogen and in some cases, considered green hydrogen, depending on the source of electricity and geographic location. We source a significant amount of liquid hydrogen based on the chlor alkali process today. Additionally, we manufacture and sell fuel cell products to replace batteries and diesel generators in stationary backup power applications. These products have proven valuable with telecommunications, transportation and utility customers as robust, reliable and sustainable power solutions. We provide and continue to develop commercially-viable hydrogen and fuel cell solutions for industrial mobility applications (including electric forklifts and electric industrial vehicles) at multi-shift high volume manufacturing and high throughput distribution sites where we believe our products and services provide a unique combination of productivity, flexibility and environmental benefits. In June of 2020, Plug Power completed the acquisitions of United Hydrogen Group Inc. and Giner ELX, Inc. in line with the Company’s hydrogen vertical integration strategy, with plans to have more than 50% of the hydrogen used by the Company to be green by 2024. These acquisitions further enhance Plug Power’s position in the hydrogen industry with capabilities in generation, liquefaction and distribution of hydrogen fuel complementing its industry-leading position in the design, construction, and operation of customer-facing hydrogen fueling stations. These acquisitions establish a pathway for Plug Power to transition from low-carbon to zero-carbon hydrogen 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 system; GenCare: GenCare is our ongoing ‘internet of things’-based maintenance and on-site service program for GenDrive fuel cell systems, GenSure fuel cell systems, GenFuel hydrogen storage and dispensing products and ProGen fuel cell 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 vertically integrated “turn-key” solution combining either GenDrive or GenSure fuel cell 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. This includes the Plug Power MEA (membrane electrode assembly), a critical component of the fuel cell stack used in zero-emission fuel cell electric vehicle engines, in which Plug Power is the largest producer in North America. We provide our products worldwide through our direct product sales force, and by leveraging relationships with original equipment manufacturers and their dealer networks. We manufacture our commercially-viable products in Latham, NY, Rochester, NY and Spokane, WA and support liquid hydrogen generation and logistics in Charleston, TN. 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 production and 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 developing marketing and distribution channels; 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 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 stockholders of $46.2 million and $49.1 million for the six months ended June 30, 2020 and 2019, respectively, and had an accumulated deficit of $1.4 billion at June 30, 2020. We have historically funded our operations primarily through public and private offerings of equity and debt, as well as short-term borrowings, long-term debt and project financings. 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 and debt offerings, including our at-the-market offering, will provide sufficient liquidity to fund operations for at least one year after the date 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. During the six months ended June 30, 2020, net cash used in operating activities was $111.2 million, consisting primarily of a net loss attributable to the Company of $46.1 million, and net outflows from fluctuations in working capital and other assets and liabilities of $61.1 million. The changes in working capital primarily were related to increases in various current asset and liability accounts. As of June 30, 2020, we had cash and cash equivalents of $152.5 million and net working capital of $186.3 million. By comparison, at December 31, 2019, we had cash and cash equivalents of $139.5 million and net working capital of $162.5 million. Net cash used in investing activities for the six months ended June 30, 2020 totaled $56.6 million and included net cash paid for acquisitions, 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 lease directly to customers are included in net cash used in investing activities. Net cash provided by financing activities for the six months ended June 30, 2020 totaled $181.6 million and primarily resulted from the issuance of convertible senior notes, and proceeds from borrowing on long-term debt, offset by the repurchase of convertible senior notes and related capped calls. Public and Private Offerings of Equity and Debt Common Stock Issuances On April 13, 2020, the Company entered into an At Market Issuance Sales Agreement (ATM), with B. Riley FBR, Inc., as sales agent, or FBR, pursuant to which the Company may offer and sell, from time to time through FBR, shares of Company common stock having an aggregate offering price of up to $75.0 million. As of the date of this filing, the Company did not issue any shares of common stock pursuant to the ATM. In the second quarter of 2019, the Company issued 2.1 million shares of common stock pursuant to an ATM entered into with FBR, as sales agent, on April 3, 2017, resulting in net proceeds of $5.5 million. There were no sales under the ATM in the first quarter of 2019. In March 2019, the Company issued and sold in a registered direct offering an aggregate of 10 million shares of its common stock at a purchase price of $2.35 per share for net proceeds of approximately $23.5 million. In December 2019, the Company issued and sold in a registered public offering an aggregate of 46 million shares of its common stock at a purchase price of $2.75 per share for net proceeds of approximately $120.4 million. Convertible Senior Notes In May 2020, the Company issued $212.8 million in aggregate principal amount of 3.75% convertible senior notes due 2025, which we refer to herein as the 3.75% Convertible Senior Notes. The total net proceeds from this offering, after deducting costs of the issuance, were $205.1 million. The Company used $90.2 million of the net proceeds from the offering of the 3.75% Convertible Senior Notes to repurchase $66.3 million of the $100 million in aggregate principal amount of 5.5% Convertible Senior Notes due 2023, which we refer to herein as the 5.5% Convertible Senior Notes. In addition, the Company used approximately $15.3 million of the net proceeds from the offering of the 3.75% Convertible Senior Notes to enter into privately negotiated capped called transactions. In September 2019, the Company issued a $40.0 million in aggregate principal amount of 7.5% convertible senior note due 2023, which we refer to herein as the 7.5% Convertible Senior Note. The Company’s total obligation, net of interest accretion, due to the holder was $48.0 million. The total net proceeds from this offering, after deducting costs of the issuance, were $39.1 million. As of June 30, 2020, the outstanding balance of the note, net of related discount and issuance costs, was $41.0 million. On July 1, 2020, the note automatically converted fully into 16.0 million shares of common stock. Operating and Finance Leases 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 Power Purchase Agreements (PPAs). Transactions completed under the sale/leaseback arrangements are generally accounted for as operating leases and therefore the sales of the fuel cell systems and hydrogen infrastructure are recognized as revenue. In connection with certain sale/leaseback transactions, the financial institutions require the Company to maintain cash balances in restricted accounts securing the Company’s finance obligations. Cash received from customers under the PPAs is used to make payments against the Company’s finance obligations. 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 at June 30, 2020 was $293.7 million, $233.8 million of which were secured with restricted cash, security deposits backing letters of credit, and pledged service escrows. The Company has varied master lease agreements with Wells Fargo Equipment Finance, Inc., or Wells Fargo, to finance the Company’s commercial transactions with various customers. The Wells Fargo lease agreements were entered into during 2017, 2018, and 2019. No sale/leaseback transactions were entered with Wells Fargo during the six months ended June 30, 2020. Pursuant to the lease agreements, the Company sells fuel cell systems and hydrogen infrastructure to Wells Fargo and then leases them back and operates them at Walmart sites. The Company has a customer guarantee for a large portion of the transactions entered into in connection with such lease agreements. The Wells Fargo lease agreements required letters of credit for the unguaranteed portion totaling $50.6 million as of June 30, 2020. The total remaining lease liabilities owed to Wells Fargo were $103.2 million at June 30, 2020. Over recent years, including in 2019, the Company has entered into master lease agreements with multiple institutions such as Key Equipment Finance (KeyBank), SunTrust Equipment Finance & Lease Corp. (now known as Truist Bank), and First American Bancorp, Inc. (First American). In the first half of 2020, the Company entered into additional lease agreements with KeyBank, First American and Truist Bank. Similar to the Wells Fargo lease agreements, the primary purpose of these agreements is to finance commercial transactions with varied customers. Most of the transactions with these financial institutions required cash collateral for the unguaranteed portions totaling $172.3 Long-Term Debt In March 2019, the Company entered into a loan and security agreement (Loan Agreement) with Generate Lending, LLC (Generate Capital) pursuant to which the Company borrowed $85.0 million (Term Loan Facility). The initial proceeds of the loan were used to pay in full the Company’s long-term debt and accrued interest of $17.6 million under the loan agreement with NY Green Bank, a Division of the New York State Energy Research & Development Authority, and terminate approximately $50.3 million of certain equipment leases with Generate Plug Power SLB II, LLC as well as repurchase the associated leased equipment. In April 2019 and November 2019, the Company borrowed an additional $15.0 million and $20.0 million, respectively, under the Term Loan Facility with Generate Capital at 12% interest to fund working capital for ongoing deployments and other general corporate purposes. On March 31, 2020, the outstanding balance was $107.5 million. The principal and interest payments are paid primarily by restricted cash. On May 6, 2020, the Company and Generate amended the Loan Agreement to, among other things, (i) provide an incremental term loan facility in the amount of $50.0 million, which has been fully funded, (ii) provide for additional, incremental term loans in an aggregate amount not to exceed $50.0 million, which are available to the Company in Generate Capital’s sole discretion, (iii) reduce the interest rate on all loans to 9.50% from 12.00% per annum, and (iv) extend the maturity date to October 31, 2025 from October 6, 2022. Based on the amortization schedule as June 30, 2020, the outstanding balance of $141.2 million under the Term Loan Facility will be fully paid by March 31, 2024. On July 10, 2020 the Company borrowed an additional $25.0 million under the amended Loan Agreement. See Note 8, Long-Term Debt, for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Interim Financial Statements The accompanying unaudited interim condensed 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 condensed 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, 2019. The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2019 has been derived from the Company’s December 31, 2019 audited consolidated financial statements. Leases Leases The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use (ROU) asset and a lease liability (i.e. finance obligation) at the lease commencement date. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases, and is subsequently measured at amortized cost using the effective interest method. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term and (3) the lease payments. ● ASC Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. ● The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. ● Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. The Company’s leases do not contain variable lease payments. ROU assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset. Operating and finance lease ROU assets are presented within leased property, net on the unaudited interim condensed consolidated balance sheets. The current portion of operating and finance lease liabilities is included in finance obligations within current liabilities and the long-term portion is presented in finance obligations within noncurrent liabilities on the unaudited interim condensed consolidated balance sheets. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company has elected to apply the short-term lease recognition and measurement exemption for other classes of leased assets. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. 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, discussed further below. 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. Revenue is measured based on the transaction price specified in a contract with a customer, subject to the allocation of the transaction price to distinct performance obligations as discussed below. The Company recognizes revenue when it satisfies a performance obligation by transferring a product or service to a customer. The Company accounts for each distinct performance obligation within its arrangements as a separate unit of accounting if the items under the performance obligation 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 distinct performance obligation based on relative standalone selling prices. Payment terms for sales of fuel cells, infrastructure and service to customers are typically 30 to 90 days. Sale/leaseback transactions with financial institutions are invoiced and collected upon transaction closing. 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. In 2017, in separate transactions, the Company issued to each of Amazon and Walmart warrants to purchase shares of the Company’s common stock. The Company presents the provision for common stock warrants within each revenue-related line item on the unaudited interim consolidated statements of operations. This presentation reflects a discount that those common stock warrants represent, and therefore revenue is net of these non-cash charges. The provision of common stock warrants is allocated to the relevant revenue-related line items based upon the expected mix of the revenue for each respective contract. See Note 12, Warrant Transaction Agreements, for more details. 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 comparable list prices, as well as historical average pricing approaches to determine standalone selling prices for GenDrive fuel cells. The Company uses observable evidence from similar products in the market to determine standalone selling prices for GenSure stationary backup power units and hydrogen fueling infrastructure. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including continual assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement. The allocated transaction price related to fuel cell systems and spare parts is recognized as revenue at a point in time which usually occurs at shipment (and occasionally upon delivery). Revenue on hydrogen infrastructure installations is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon customer acceptance of the hydrogen infrastructure. In certain instances, control of hydrogen infrastructure installations transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. The Company uses an input method to determine the amount of revenue to recognize during each reporting period based on the Company’s efforts to satisfy the performance obligation. (ii) 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 transaction price allocated to services as discussed above is generally recognized as revenue over time on a straight-line basis over the expected service period. In substantially all of its commercial transactions, the Company sells extended maintenance contracts that generally provide for a five 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) 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 finance lease. Certain of the Company’s sale/leaseback transactions with third-party financial institutions are required to be accounted for as finance 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 classified as leased property, net in the unaudited interim condensed consolidated balance sheets. Costs to service the leased property, depreciation of the leased property, and other related costs are included in cost of PPA revenue in the unaudited interim condensed consolidated statements of operations. Interest cost associated with finance leases is presented within interest and other expense, net in the unaudited interim condensed consolidated statements of operations. The Company also has sale/leaseback transactions with financial institutions, which were required to be accounted for as operating leases. The Company has lease obligations associated with these sale/leaseback agreements with financial institutions paid over the term of the agreements. At inception of these sale/lease transactions, the Company records a right of use asset value which is amortized over the term of the lease and recognized in conjunction with the interest expense on the obligation collectively as rental expense. 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 unaudited interim condensed consolidated statements of operations. The Company includes all lease and non-lease components (i.e., maintenance services) related to PPAs within PPA revenue. To recognize revenue, the Company, as lessee, is required to determine whether each sale/leaseback arrangement meets operating lease criteria. As part of the assessment of these criteria, the Company estimates certain key inputs to the associated calculations such as: 1) discount rate it uses to discount the unpaid lease payments to present value and 2) useful life of the underlying asset(s): ● ASC Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in its leases because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate to estimate the discount rate for each lease. ● In order for a lease to be classified as an operating lease, the lease term cannot exceed 75% (major part) of the estimated useful life of the leased asset. The average estimated useful life of the fuel cells is 10 years , and the average estimated useful life of the hydrogen infrastructure is 20 years . These estimated useful lives are compared to the term of each lease to ensure that 75% of the estimated useful life of the assets is not exceeded which allows the Company to meet the operating lease criteria. (iv) 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. Fuel is delivered to customers under stand-ready arrangement, with no long-term commitment. The Company purchases hydrogen fuel from suppliers in certain cases (and produces hydrogen onsite) 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. 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 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. Cash Equivalents For purposes of the unaudited interim condensed 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. At June 30, 2020, cash equivalents consisted of money market accounts. The Company’s cash and cash equivalents are deposited with financial institutions located in the United States and may at times exceed insured limits. Equity Instruments – Common Stock Warrants Common stock warrants that meet certain applicable requirements of ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Common stock warrants accounted for as equity instruments represent the warrants issued to Amazon and Walmart as discussed in Note 12, Warrant Transaction Agreements. The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) In order to calculate warrant charges, the Company uses the Black-Scholes pricing model, which requires key inputs including volatility and risk-free interest rate and certain unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company estimates the fair value of unvested warrants, considered to be probable of vesting. Based on this estimated fair value, the Company determines warrant charges, which are recorded as a reduction of revenue in the unaudited interim condensed consolidated statement of operations. Use of Estimates The unaudited interim condensed 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 condensed 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. As of June 30, 2020, there have been no such reclassifications. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Accounting Standards Update (ASU) 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Financial Instruments – Overall Financial Instruments – Credit Losses Derivatives and Hedging In April 2019, Accounting Standards Update (ASU) 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Financial Instruments – Overall Financial Instruments – Credit Losses Derivatives and Hedging In January 2017, Accounting Standards Update (ASU) 2017-04, Intangibles – Goodwill and Other (Topic 350) In August 2016, Accounting Standards Update (ASU) 2016-15, Statement of Cash Flows (Topic 230)s: Classification of Certain Cash Receipts and Cash Payments Recently Issued and Not Yet Adopted Accounting Pronouncements In August 2020, Accounting Standards Update (ASU) 2020-06 , Debt – Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, This update is effective after December 15, 2021. The Company is evaluating the adoption method as well as the impact this update will have on the consolidated financial statements. In March 2020, Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, Accounting Standards Update (ASU) 2020-03, Codification Improvements to Financial Instruments In December 2019, Accounting Standards Update (ASU) 2019-12, Simplifying the Accounting for Income Taxes |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2020 | |
Acquisitions | |
Acquisitions | 3. Acquisitions Giner ELX, Inc. Acquisition On June 22, 2020, the Company acquired 100% of the outstanding shares of Giner ELX, Inc. (Giner ELX). Giner ELX is developer of electrolysis hydrogen generators which is used for on-site refueling of hydrogen fuel cells. The fair value of consideration paid by the Company in connection with the Giner ELX acquisition was as follows (in thousands): Cash $ 25,820 Plug Power Stock 19,263 Contingent consideration 7,140 Total consideration 52,223 The contingent consideration represents the estimated, preliminary fair value associated with earn-out payments of $16.0 million that the sellers are eligible to receive. Of the total earnout consideration, $8.0 million is related to the achievement of the Allagash earn-out, $2.0 million is associated with the receipt of certain customer opportunities (purchase orders or other contracts) by December 31, 2021, and $6.0 million is associated with the achievement of certain revenue targets for years 2021 through 2023. The Allagash earn-out is achieved when the Company has produced at least two PEM electrolyzer stacks of one megawatt each, utilizing the dry build process and meets certain technical specifications as more fully described in the merger agreement. To be fully paid, the Allagash earn-out needs to be satisfied by July 31, 2023 and is reduced by approximately 8.33% each month beyond this date. In addition to the above, should the earn-out revenue exceed 150% of the 2023 target, the sellers will receive warrants with a value of $5.0 million and if the earn-out revenue exceeds 200% of the 2023 revenue target, the sellers will receive warrants with a value of $10.0 million. The warrants are exercisable within two years of issuance. The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Accounts receivable $ 1,237 Inventory 4,108 Prepaid expenses and other assets (4,707) Property, plant and equipment 596 Identifiable intangibles 29,930 Accounts payable, accrued expenses and other liabilities (1,887) Deferred revenue (2,347) Total net assets acquired, excluding goodwill 26,930 The preliminary fair value of acquired identified intangible assets were calculated with the assistance of an independent valuator and were determined through a variety of valuation techniques. Identifiable intangibles consisted of developed technology, non-compete agreements, estimated in-process research and development (IPR&D), and customer relationships. The fair value of acquired developed technology and non-complete agreements was nominal. The fair value of the acquired IPR&D totaling $29.0 million has been calculated using the multi-period excess earnings method (MPEEM) approach which is a variant of the income approach. The basic principle of the MPEEM approach is that a single asset, in isolation, is not capable of generating cash flow for an enterprise. Several assets are brought together and exploited to generate cash flow. Therefore, to determine cash flow from the exploitation of IPR&D, one must deduct the related expenses incurred for the exploitation of other assets used for the generation of overall cash flow and revenues. The fair value of IPR&D was estimated by discounting the net cash flow derived from the expected revenues attributable to the acquired IPR&D. The fair value of the acquired customer relationships totaling 0.3 million has been calculated using a distributor method approach, which is a variant of the MPEEM under the income approach. In addition to identifiable intangible asset, the fair value of the deferred revenue was determined using a cost build-up approach. The direct cost of fulfilling the obligation plus a normal profit margin was used to determine the value of the assumed deferred revenue liability. Included in the purchase consideration are three contingent earn-out payments (as described above): the Allagash earn-out, the customer opportunities, and the revenue targets. Due to the nature of the Allagash and customer opportunities, as outlined in the purchase agreement, a scenario based method (SBM) was used to value these contingent payments as the payments are milestone based in nature. The revenue targets are achieved when certain revenue thresholds are met, and the catch-up provision creates path-dependency. As such, the revenue targets were valued using Monte Carlo Simulation. Included in Giner ELX’s net assets acquired are net deferred tax liabilities of $6.1 million. In connection of the acquisition of these net deferred tax liabilities, the Company reduced its valuation allowance by $5.2 million and recognized a tax benefit $5.2 million during the three- and six- months ended June 30, 2020. Goodwill associated with the Giner ELX acquisition was calculated as follows (in thousands): Consideration paid $ 52,223 Less: net assets acquired (26,930) Total goodwill recognized 25,293 The goodwill consists of the Company’s increased capabilities in green hydrogen supply through the production of electrolyzers. The synergies with the Company’s production of hydrogen storage and dispensing equipment is important to the Company as the demand for green hydrogen increases. United Hydrogen Group Inc. Acquisition On June 18, 2020, the Company acquired 100% of the outstanding shares of United Hydrogen Group Inc. (UHG). UHG produces and sells liquid hydrogen. The fair value of consideration paid by the Company in connection with the Giner ELX acquisition was as follows (in thousands): Cash $ 19,466 Plug Power Stock 30,410 Contingent consideration 1,110 Total consideration 50,986 Included in cash and common stock in the above table is $1.3 million of cash and $6.5 million of common stock that was paid in April 2020 to purchase a convertible note in UHG. This convertible note included terms that allowed for reduction of the purchase price if the Company was to complete the acquisitions. As such, this note was cancelled in conjunction with the closing of this acquisition. A portion of the purchase price of UHG was in the form of contingent consideration. The contingent consideration is contingent on future performance related to the expansion of the liquefication capacity of the Charleston, Tennessee liquid hydrogen plant (the Charleston Plant). The Company’s liability for this contingent consideration was measured at fair value based on the Company’s expectations of achieving the expansion milestone. The expected performance was assessed by management which was discounted to present value in order to derive a fair value of the contingent consideration. In accordance with the merger agreement, the Company is obligated to pay $1.5 million by June 30, 2021 once the liquefication capacity of the Charleston Plant is complete to the UHG’s stockholders. Due to the level of progress made as of the reporting date, it is estimated that a payout will be made. As a result, the Company has recorded $1.1 million as the fair value of the contingent consideration. The Company’s liability for contingent consideration was preliminarily measured and estimated at fair value based on unobservable inputs, and was considered a level 3 financial instrument. The fair value of the liability determined was primarily driven by the Company’s expectations of reaching the performance milestone. The expected milestone of expansion of the liquefication capacity of the Charleston Plant was discounted to present value in order to derive a fair value of the contingent consideration. The primary inputs of the calculation were the probabilities of achieving the milestone and a discount rate. At June 30, 2020 the Company has recorded $1.1 million as the fair value of contingent consideration. The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Accounts receivable 444 Inventory 89 Prepaid expenses and other assets 1,152 Property, plant and equipment 41,244 Leased property 796 Identifiable intangibles 2,338 Long-term debt (13,080) Other liabilities (13,820) Accounts payable, accrued expenses, deferred revenue and finance obligations (4,560) Total net assets acquired, excluding goodwill 14,603 The preliminary fair value of acquired identified intangible assets were calculated with the assistance of an independent valuator and were determined through a variety of valuation techniques. Identifiable intangibles consisted of developed technology, as described above. The fair value of the developed technology totaling $2.3 million has been calculated using the relief from royalty approach which is a variant of the income approach. The application of the relief from royalty approach involves estimating the value of an intangible asset by quantifying the present value of the stream of market derived royalty payments that the owner of the intangible asset is exempted or ‘relieved’ from paying. Additionally the Company estimated the fair value of an unfavorable customer contract. The fair value of the acquired unfavorable customer contract was calculated using a with and with-out analysis which is a variant of the income approach. Cash flows were calculated using pricing per terms of the existing contract and then compared to cash flows using expected market pricing. The difference between the two cash flows was used to determine the fair value of the contract. UHG will be eligible to receive earn-out payments, contingent on the company achieving certain milestones (successful completion of construction and achieving a defined capacity/production level). Due to the milestone nature of the payments, a scenario based method (SBM) was used to value these contingent payments. Goodwill associated with the UHG acquisition was calculated as follows (in thousands): Consideration paid $ 50,986 Less: net assets acquired (14,603) Total goodwill recognized 36,383 Goodwill consists of the Company’s ability to expand liquid hydrogen manufacturing capability with an established management team. The Company now has capabilities in liquid hydrogen generation, liquefaction and distribution logistics, which is important in a growing hydrogen market. The above estimates are preliminary in nature and subject to adjustments. Any necessary adjustments will be finalized within one year from the date of acquisition. Substantially all the receivables acquired are expected to be collectible. We have not identified any material unrecorded pre-acquisition contingencies where the related asset or liability, or an impairment is probable and the amount can be reasonably estimated. Purchased goodwill is not expected to be deductible for tax purposes. The results |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share | |
Earnings Per Share | 4. Earnings Per Share Basic earnings per common stock are computed by dividing net loss attributable to common stockholders by the weighted average number of common stock 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, and preferred stock) were exercised or converted into common stock or resulted in the issuance of common stock (net of any assumed repurchases) that then shared in the earnings of the Company, if any. This is computed by dividing net earnings by the combination of dilutive common stock equivalents, which is comprised of shares issuable under outstanding warrants, the conversion of preferred stock, and the Company’s share-based compensation plans, and the weighted average number of common stock outstanding during the reporting period. Since the Company is in a net loss position, all 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. The potentially dilutive securities are summarized as follows: At June 30, 2020 2019 Stock options outstanding (1) 16,273,120 21,258,304 Restricted stock outstanding (2) 4,455,484 2,504,392 Common stock warrants (3) 110,573,392 115,824,142 Preferred stock (4) — 17,933,591 Convertible Senior Notes (5) 72,872,730 43,630,020 Number of dilutive potential shares of common stock 204,174,726 201,150,449 (1) (2) (3) 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 with Walmart, subject to certain vesting events, as described in Note 12, Warrant Transaction Agreements. Of these warrants issued, none have been exercised as of June 30, 2020. (4) converted to common stock and 4,038 shares were redeemed for cash. The remaining 500 shares of Series E Preferred Stock were converted to common stock in January 2020. (5) |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory | |
Inventory | 5. Inventory Inventory as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, December 31, 2020 2019 Raw materials and supplies – production locations $ 72,222 $ 48,011 Raw materials and supplies – customer locations 10,291 9,241 Work-in-process 27,289 12,529 Finished goods 4,769 2,610 Inventory $ 114,571 $ 72,391 |
Leased Property
Leased Property | 6 Months Ended |
Jun. 30, 2020 | |
Leased Property | |
Leased Property | 6. Leased Property Leased property at June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, December 31, 2020 2019 Right of use assets – operating $ 237,467 $ 198,068 Right of use assets – finance 42,161 41,475 Capitalized costs of lessor assets 46,034 41,465 Less: accumulated depreciation (50,941) (36,268) Leased property, net $ 274,721 $ 244,740 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets | |
Intangible Assets | 7. Intangible Assets The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of June 30, 2020 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 10 years $ 12,112 $ (3,205) $ 8,907 Customer relationships, Backlog & Trademark 8 years 890 (223) 667 In process R&D Indefinite 29,000 — 29,000 $ 42,002 $ (3,428) $ 38,574 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2019 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 9 years $ 8,244 $ (2,815) $ 5,429 Customer relationships & Trademark 9 years 320 (210) 110 $ 8,564 $ (3,025) $ 5,539 The change in the gross carrying amount of the acquired technology from December 31, 2019 to June 30, 2020 was due to changes in foreign currency translation, acquisitions of UHG and Giner ELX, and accrual for American Fuel Cell (AFC) milestone payment payments, as discussed below. In the second quarter of 2020, the Company’s in-process research and development was related to the development of the dry build process associated with electrolyzer stacks, as part of acquisition of Giner ELX. The related intangible asset is not currently amortized, as research and development is ongoing. Upon completion of the dry build process, amortization will commence based upon the estimated useful life of the underlying asset. See Note 3 – Acquisitions, for more details. Also, in the second quarter of 2020, the Company acquired technology as part of the acquisition of UHG. The technology relates to the chemical process of manufacturing liquid hydrogen from chlor-alkali waste stream. See Note 3 – Acquisitions, for more details. In the second quarter of 2019, the Company acquired intellectual property from EnergyOr for $1.5 million. In addition, the Company agreed to pay the sellers a royalty based on future sales of relevant applications, not to exceed $3.0 million, by May 22, 2025. These royalties are added to the intangible asset balance, as incurred. As part of the agreement to acquire the intellectual property from AFC, the Company shall pay AFC milestone payments not to exceed $2.9 million in total, if certain milestones associated with the production of components related to the acquired technology are met before April 2021. As of June 30, 2020, the Company paid $0.4 million and accrued $1.7 million in relation to the aforementioned milestones. Amortization expense for acquired identifiable intangible assets was $0.2 million for the three months ended June 30, 2020 and $0.4 million for the six months ended June 30, 2020. Amortization expense for the acquired identifiable assets was $0.3 million for the three months ended June 30, 2019 and $0.3 million for the six months ended June 30, 2019. Estimated amortization expense for subsequent years was as follows (in thousands): Remainder of 2020 $ 667 2021 1,334 2022 1,334 2023 1,334 2024 and thereafter 4,905 Total $ 9,574 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2020 | |
Long-Term Debt | |
Long-Term Debt | 8. Long-Term Debt In March 2019, the Company, and its subsidiaries Emerging Power Inc. and Emergent Power Inc., entered into a loan and security agreement, as amended (the Loan Agreement), with Generate Lending, LLC (Generate Capital), providing for a secured term loan facility in the amount of $100.0 million (the Term Loan Facility). The Company borrowed $85.0 million under the Loan Agreement on the date of closing and borrowed an additional $15.0 million in April 2019 and $20 million in November 2019. A portion of the initial proceeds of the loan was used to pay in full the Company’s long-term debt with NY Green Bank, a Division of the New York State Energy Research & Development Authority, including accrued interest of $17.6 million (the Green Bank Loan), and terminate approximately $50.3 million of certain equipment leases with Generate Plug Power SLB II, LLC and repurchase the associated leased equipment. In connection with this transaction, the Company recognized a loss on extinguishment of debt of approximately $0.5 million during the six months ended June 30, 2019. This loss was recorded in interest and other expenses, net in the Company’s unaudited interim condensed consolidated statement of operations. Additionally, $1.7 million was paid to an escrow account related to additional fees due in connection with the Green Bank Loan if the Company does not meet certain New York State employment and fuel cell deployment targets by March 2021. Amount escrowed is recorded in long-term other assets on the Company’s unaudited interim condensed consolidated balance sheets as of June 30, 2020. The Company presently expects to meet the targets as required under the arrangement. Additionally, on May 6, 2020, the Company and its subsidiaries, Emerging Power, Inc. and Emergent Power, Inc., entered into a Fifth Amendment (the Amendment) to the Loan Agreement and Security Agreement, dated as of March 29, 2019, as amended (the Loan Agreement) with Generate Lending, LLC (Generate Capital). The Amendment amends the Loan Agreement to, among other things, (i) provide for an incremental term loan in the amount of $50.0 million, (ii) provide for additional, uncommitted incremental term loans in an aggregate amount not to exceed $50.0 million, which may become available to the Company in Generate Capital’s sole discretion, (iii) reduce the interest rate on all loans to 9.50% from 12.00% per annum, and (iv) extend the maturity date to October 31, 2025 from October 6, 2022. The $50 million incremental term loan has been fully funded. In connection with the restructuring, the Company capitalized $1.0 million of origination fees and expensed $300 thousand in legal fees. On June 30, 2020, the outstanding balance under the Term Loan Facility was $141.2 million with a 9.5% interest rate. On July 10, 2020 the Company borrowed an additional $25.0 million, under the amended Loan Agreement. The Loan Agreement includes covenants, limitations, and events of default customary for similar facilities. Interest and a portion of the principal amount is payable on a quarterly basis. Principal payments will be funded in part by releases of restricted cash, as described in Note 16, Commitments and Contingencies. Based on the amortization schedule as of June 30, 2020, the outstanding balance of $141.2 million under the Term Loan Facility will be fully paid by March 31, 2024. If addition term loans are funded, the entire then-outstanding principal balance of the Term Loan Facility, together with all accrued and unpaid interest, will be due and payable on the maturity date of October 31, 2025. All obligations under the Loan Agreement are unconditionally guaranteed by Emerging Power Inc. and Emergent Power Inc. 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 Loan Agreement 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 and (iii) compliance with a collateral coverage covenant. The Loan Agreement 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. As of June 30, 2020, the Company was in compliance with all the covenants. The Loan Agreement 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 Generate Capital has the right to cause Proton Services Inc., a wholly owned subsidiary of the Company, to replace the Company in performing the maintenance services under such customer agreement. As of June 30, 2020, the Term Loan Facility requires the principal balance at the end of each of the following years amortization not to exceed the following (in thousands): December 31, 2020 $ 125,687 December 31, 2021 89,301 December 31, 2022 51,478 December 31, 2023 16,863 December 31, 2024 — As of August 10, 2020, the Term Loan Facility, given the incremental borrowing subsequent to June 30, 2020, as described above, requires the principal balance at the end of each of the following years amortization not to exceed the following (in thousands): December 31, 2020 $ 139,017 December 31, 2021 102,317 December 31, 2022 68,321 December 31, 2023 37,920 December 31, 2024 8,692 December 31, 2025 — |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2020 | |
Convertible Senior Notes. | |
Convertible Senior Notes | 9. Convertible Senior Notes 3.75% Convertible Senior Notes On May 18, 2020, the Company issued $200.0 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025, which is referred to herein as the 3.75% Convertible Senior Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act. On May 29, 2020, the Company issued an additional $12.5 million in aggregate principal amount of 3.75% Convertible Senior Notes. The 3.75% Convertible Senior Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The notes will mature on June 1, 2025, unless earlier converted, redeemed or repurchased in accordance with their terms. The 3.75% Convertible Senior Notes are senior, unsecured obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to any of the Company’s existing and future liabilities that are not so subordinated, including the Company’s $100 million in aggregate principal amount of 5.5% Convertible Senior Notes due 2023, which is referred to herein as the 5.5% Convertible Senior Notes, effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, of its current or future subsidiaries. Holders of the 3.75% Convertible Senior Notes may convert their notes at their option at any time prior to the close of the business day immediately preceding December 1, 2024 in the following circumstances: 1) during any calendar quarter commencing after September 30, 2020, if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for each of 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 calendar quarter; 2) during the five business days after any five consecutive trading day period (such five consecutive trading day period, the measurement period) in which the trading price per $1,000 principal amount of the 3.75% Convertible Senior 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 on each such trading day; 3) if the Company calls any or all of the 3.75% Convertible Senior Notes for redemption, any such notes that have been called for redemption may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or 4) upon the occurrence of specified corporate events, as described in the indenture governing the 3.75% Convertible Senior Notes. On or after December 1, 2024, the holders of the 3.75% Convertible Senior Notes may convert all or any portion of their 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. The initial conversion rate for the 3.75% Convertible Senior Notes will be 198.6196 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $5.03 per share of the Company’s common stock, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company will pay or deliver, as applicable, 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. In addition, following certain corporate events or following issuance of a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period in certain circumstances. The 3.75% Convertible Senior Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 5, 2023 and before the 41 st If the Company undergoes a “fundamental change” (as defined in the Indenture), holders may require the Company to repurchase their notes for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the 3.75% Convertible Senior Notes, the Company separated the notes into liability and equity components. The initial carrying amount of the liability component of approximately $75.2 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 $130.3 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 3.75% Convertible Senior Notes. The difference between the principal amount of the 3.75% 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 3.75% Convertible Senior Notes. The effective interest rate is approximately 29.0%. The equity component of the 3.75% Convertible Senior Notes is included in additional paid-in capital in the unaudited interim condensed consolidated balance sheets 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 3.75% Convertible Senior Notes of approximately $7.0 million, consisting of initial purchasers’ discount of approximately $6.4 million and other issuance costs of $0.6 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 3.75% Convertible Senior Notes. Transaction costs attributable to the liability component were approximately $2.6 million, were recorded as debt issuance cost (presented as contra debt in the unaudited interim condensed consolidated balance sheets) and are being amortized to interest expense over the term of the 3.75% Convertible Senior Notes. The transaction costs attributable to the equity component were approximately $4.4 million and were netted with the equity component in stockholders’ equity. The 3.75% Convertible Senior Notes consisted of the following (in thousands): June 30, 2020 Principal amounts: Principal $ 212,463 Unamortized debt discount (1) (133,321) Unamortized debt issuance costs (1) (2,517) Net carrying amount $ 76,625 Carrying amount of the equity component (2) $ 130,249 1) Included in the unaudited interim condensed consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method. 2) Included in the unaudited interim condensed consolidated balance sheets within additional paid-in capital, net of $4.4 million in equity issuance costs and associated income tax benefit of $12.4 million. Based on the closing price of the Company’s common stock of $8.21 on June 30, 2020, the if-converted value of the notes was greater than the principal amount. The estimated fair value of the note at June 30, 2020 was approximately $339.0 million. The Company utilized a Monte Carlo simulation model to estimate the fair value of the convertible debt. The simulation model is designed to capture the potential settlement features of the convertible debt, in conjunction with simulated changes in the Company’s stock price over the term of the note, incorporating a volatility assumption of 75%. This is considered a Level 3 fair value measurement. Capped Call In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions ($200 million Notes Capped Call) with certain counterparties at a price of $16.2 million. The 3.75% Notes Capped Call cover, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 3.75% Convertible Senior Notes and The net cost incurred in connection with the 3.75% Notes Capped Call has been recorded as a reduction to additional paid-in capital in the unaudited interim condensed consolidated balance sheet 7.5% Convertible Senior Note In September 2019, the Company issued $40.0 million aggregate principal amount of 7.5% Convertible Senior Note due on January 5, 2023, which is referred to herein as the 7.5% Convertible Senior Note, in exchange for net proceeds of $39.1 million, in a private placement to an accredited investor pursuant to Rule 144A under the Securities Act . There are no required principal payments prior to maturity of the 7.5% Convertible Senior Note. Upon maturity of the 7.5% Convertible Senior Note, the Company is required to repay 120% of $40.0 million, or $48.0 million. The 7.5% Convertible Senior Note bears interest at 7.5% per annum, payable quarterly in arrears on January 5, April 5, July 5 and October 5 of each year beginning on October 5, 2019 and will mature on January 5, 2023 unless earlier converted or repurchased in accordance with its terms. The 7.5% Convertible Senior Note is unsecured and does not contain any financial covenants or any restrictions on the payment of dividends, or the issuance or repurchase of common stock by the Company. The 7.5% Convertible Senior Note has an initial conversion rate of 387.5969, which is subject to adjustment in certain events. The initial conversion rate is equivalent to an initial conversion price of approximately $2.58 per share of common stock. The holder of the 7.5% Convertible Senior Note may convert at its option at any time until the close of business on the second scheduled trading day immediately prior to the maturity date for shares of the Company’s common stock, subject to certain limitations. In addition, the 7.5% Convertible Senior Note will be automatically converted if (1) the daily volume-weighted average price per share of common stock exceeds 175% of the conversion price (as described above) on each of the 20 consecutive VWAP trading days (as defined in the note) beginning after the issue date of the 7.5% Convertible Senior Note and (2) certain equity conditions (as defined in the note) are satisfied. Only if both criteria are met is the note automatically converted. Upon either the voluntary or automatic conversion of the 7.5% Convertible Senior Note, the Company will deliver shares of common stock based on (1) the then-effective conversion rate and (2) the original principal amount of $40.0 million and not the maturity principal amount of $48.0 million. The 7.5% Convertible Senior Note does not allow cash settlement (entirely or partially) upon conversion. As such, the Company uses the if-converted method for calculating any potential dilutive effect of the conversion option on diluted earnings per share. The Company concluded the conversion features did not require bifurcation. Specifically, while the Company determined that (i) the conversion features were not clearly and closely related to the host contracts, (ii) the 7.5% Convertible Senior Note (i.e., hybrid instrument) is not remeasured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (iii) the conversion features, if freestanding, would meet the definition of a derivative, the Company concluded such conversion features meet the equity scope exception, and therefore, the conversion features are not required to be bifurcated from the 7.5% Convertible Senior Note. If the Company undergoes a fundamental change prior to the maturity date, subject to certain limitations, the holder may require the Company to repurchase for cash all or a portion of the 7.5% Convertible Senior Note at a cash repurchase price equal to any accrued and unpaid interest on the note (or portion thereof), plus the greater of (1) 115% of the maturity principal amount of $48.0 million (or portion thereof) and (2) 110% of the product of (i) the conversion rate in effect as of the trading day immediately preceding the date of such fundamental change; (ii) the principal amount of the $40.0 million 7.5% Convertible Senior Note to be repurchased divided by $1,000; and (iii) the average of the daily volume-weighted average price per share of the Company’s common stock over the five consecutive VWAP trading days immediately before the effective date of such fundamental change. In addition, with the consent of the holder of the note, subject to certain limitations, the Company may redeem all or any portion of the 7.5% Convertible Senior Note, at the Company’s option, at a cash redemption price equal to any accrued and unpaid interest on the note (or portion thereof), plus the greater of (1) 105% of the maturity principal amount of $48.0 million (or portion thereof); and (2) 115% of the product of (i) the conversion rate in effect as of the trading day immediately preceding the related redemption date; (ii) the principal amount of the 7.5% Convertible Senior Note to be redeemed divided by $1,000; and (iii) the arithmetic average of the daily volume-weighted average price per share of common stock over the five consecutive VWAP trading days immediately before the related redemption date. While the Company concluded the fundamental change redemption option represents an embedded derivative, the Company concluded the value of the embedded derivative to be immaterial given the likelihood of the occurrence of a fundamental change was deemed to be remote. As related to the call option, the Company concluded the call option was clearly and closely related to the host contract, and therefore, did not meet the definition of an embedded derivative. The Company concluded the total debt discount at issuance of the 7.5% Convertible Senior Note equaled approximately $8.0 million. This debt discount was attributed to the fact that upon maturity, the Company is required to repay 120% of $40.0 million, or $48.0 million. In addition, the related debt issuance costs were $1.0 million. The debt discount was recorded as debt issuance cost (presented as contra debt in the unaudited interim condensed consolidated balance sheets) and is being amortized to interest expense over the term of the 7.5% Convertible Senior Note using the effective interest rate method. The 7.5% Convertible Senior Note consisted of the following (in thousands): June 30, December 31, 2020 2019 Principal amounts: Principal at maturity $ 48,000 $ 48,000 Unamortized debt discount (6,200) (7,400) Unamortized debt issuance costs (812) (969) Net carrying amount $ 40,988 $ 39,631 Based on the closing price of the Company’s common stock of $8.21 on June 30, 2020, the if-converted value of the 7.5% Convertible Senior Note was greater than the principal amount. The estimated fair value of the 7.5% Convertible Senior Note at June 30, 2020 and December 31, 2019 was approximately $131.4 million and $53.5 million, respectively. The Company utilized a Monte Carlo simulation model to estimate the fair value of the convertible debt. The simulation model is designed to capture the potential settlement features of the convertible debt, in conjunction with simulated changes in the Company’s stock price over the term of the 7.5% Convertible Senior Note, incorporating a volatility assumption of 75%. This is considered a Level 3 fair value measurement. On July 1, 2020, the 7.5% Convertible Senior Note automatically converted into 16.0 million shares of common stock. 5.5% 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, which is referred to herein as the 5.5% Convertible Senior Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. In May 2020, the Company used a portion of the net proceeds from the issuance of the 3.75% Convertible Senior Notes to finance the cash portion of the partial repurchase of the 5.5% Convertible Senior Notes, which consisted of a repurchase of approximately $66.3 million in aggregate principal amount of the 5.5% Convertible Senior Notes in privately-negotiated transactions for aggregate consideration of $128.9 million, consisting of approximately $90.2 million in cash and approximately 9.4 million shares of the Company’s common stock. Of the $128.9 million in aggregate consideration , At issuance in March 2018, the total net proceeds from the 5.5% Convertible Senior Notes were 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 5.5% Convertible Senior Notes bear interest at 5.5%, payable semi-annually in cash on March 15 and September 15 of each year. The 5.5% Convertible Senior Notes will mature on March 15, 2023, unless earlier converted or repurchased in accordance with their terms. The 5.5% 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 principal amount of the 5.5% Convertible Senior Notes is convertible into 436.3002 shares of the Company’s common stock, which is equivalent to a conversion price of approximately $2.29 per share, subject to adjustment upon the occurrence of specified events. Holders of these 5.5% Convertible Senior Notes may convert their 5.5% 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) 2) five five than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 5.5% Convertible Senior Notes on each such trading day; 3) 4) On or after September 15, 2022, holders may convert all or any portion of their 5.5% 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 5.5% 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 5.5% 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. Holders who convert their 5.5% Convertible Senior Notes in connection with certain corporate events that constitute a “make-whole fundamental change” per the indenture governing the 5.5% Convertible Senior Notes or in connection with a redemption will be, 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 5.5% Convertible Senior Notes at a repurchase price equal to 100% of the principal amount of the repurchased 5.5% Convertible Senior Notes, plus accrued and unpaid interest. The Company may not redeem the 5.5% Convertible Senior Notes prior to March 20, 2021. The Company may redeem for cash all or any portion of the 5.5% Convertible Senior Notes, at the Company’s option, on or after March 20, 2021 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one three In accounting for the issuance of the notes, the Company separated the 5.5% 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 5.5% Convertible Senior Notes. The difference between the principal amount of the 5.5% 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 5.5% Convertible Senior Notes. The effective interest rate is approximately 16.0%. The equity component of the 5.5% Convertible Senior Notes is included in additional paid-in capital in the unaudited interim condensed consolidated balance sheets 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 5.5% Convertible Senior Notes of approximately $4.1 million, consisting of initial purchasers’ discount of approximately $3.3 million and other issuance costs of $0.9 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 5.5% 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 condensed consolidated balance sheets) and are being amortized to interest expense over the term of the 5.5% 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 5.5% Convertible Senior Notes consisted of the following (in thousands): June 30, December 31, 2020 2019 Principal amounts: Principal $ 33,660 $ 100,000 Unamortized debt discount (1) (8,126) (27,818) Unamortized debt issuance costs (1) (443) (1,567) Net carrying amount $ 25,091 $ 70,615 Carrying amount of the equity component (2) $ — $ 37,702 1) 2) Based on the closing price of the Company’s common stock of $8.21 on June 30, 2020, the if-converted value of the 5.5% Convertible Senior Notes was greater than the principal amount. The estimated fair value of the 5.5% Convertible Senior Notes at June 30, 2020 and December 31, 2019 was approximately $120.9 million and $135.3 million, respectively. The Company utilized a Monte Carlo simulation model to estimate the fair value of the convertible debt. The simulation model is designed to capture the potential settlement features of the convertible debt, in conjunction with simulated changes in the Company’s stock price over the term of the 5.5% Convertible Senior Notes, incorporating a volatility assumption of 75%. This is considered a Level 3 fair value measurement. Capped Call In conjunction with the pricing of the 5.5% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (5.5% Notes Capped Call) with certain counterparties at a price of $16.0 million. The 5.5% Notes Capped Call cover, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 5.5% Convertible Senior Notes and is generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 5.5% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 5.5% 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 5.5% Notes Capped Call is initially $3.82 per share, which represents a premium of 100% over the last then-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 5.5% Notes Capped Call. The 5.5% Notes Capped Call becomes exercisable if the conversion option is exercised. The net cost incurred in connection with the 5.5% Notes Capped Call has been recorded as a reduction to additional paid-in capital in the unaudited interim condensed consolidated balance sheets. In conjunction with the partial repurchase of the 5.5% Convertible Senior Notes, the Company terminated 100% of the 5.5% Notes Capped Call on June 5, 2020. As a result of the termination, the Company received $24.2 million which is recorded in additional paid-in capital. Common Stock Forward In connection with the issuance of the 5.5% Convertible Senior Notes, the Company also entered into a forward stock purchase transaction, or the 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. In connection with the issuance of the 3.75% Convertible Senior Notes, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025. 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 condensed consolidated balance sheets. The related shares were accounted for as a repurchase of common stock. In conjunction with the partial payoff of the $100 million Senior Convertible Notes, the Common Stock Forward’s expiration date was extended to June 1, 2025. The fair values of the Capped Call and Common Stock Forward are not remeasured. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 10. 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 Common Stock and Warrants The Company has one class of common stock, par value $.01 per share. Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders. In March 2019, the Company issued and sold in a registered direct offering an aggregate of 10 million shares of the Company’s common stock at a purchase price of $2.35 per share. The net proceeds to the Company were approximately $23.5 million. There were 306,959,462 and 303,378,515 shares of common stock outstanding as of June 30, 2020 and December 31, 2019, 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 12, Warrant Transaction Agreements. At June 30, 2020 and December 31, 2019, 33,462,999 and 26,188,434 of the warrant shares had vested, respectively, and are therefore exercisable. These warrants are measured at fair value and are classified as equity instruments on the unaudited interim condensed consolidated balance sheets. At Market Issuance Sales Agreement On April 13, 2020, the Company entered into the Sales Agreement with FBR as sales agent, pursuant to which the Company may offer and sell, from time to time through FBR, shares of Company common stock having an aggregate offering price of up to $75.0 million. As of the date of this filing, the Company has not issued any shares of common stock pursuant to the Sales Agreement. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2020 | |
Redeemable Convertible Preferred Stock | |
Redeemable Convertible Preferred Stock | 11. Redeemable Convertible Preferred Stock Series E Preferred Stock In November 2018, the Company issued an aggregate of 35,000 shares of the Company’s Series E Preferred Stock in a private placement to certain accredited investors in reliance on Section 4(a)(2) of the Securities Act. The Company received net proceeds of approximately $30.9 million, after deducting placement agent fees and expenses payable by the Company. The Company is required to redeem the Series E Preferred Stock in thirteen monthly installments in the amount of $2.7 million each from May 2019 through May 2020. The Company had zero and 500 shares of Series E Preferred Stock outstanding at June 30, 2020 and 2019, respectively. The remaining 500 shares were converted to common stock in January 2020. Series C Preferred Stock In April 2020, 870 shares of Series C Preferred Stock were converted to 923,819 shares of common stock. In May 2020, remaining the 1,750 shares of Series C Preferred Stock were converted into 1,858,256 shares of common stock. |
Warrant Transaction Agreements
Warrant Transaction Agreements | 6 Months Ended |
Jun. 30, 2020 | |
Warrant Transaction Agreements | |
Warrant Transaction Agreements | 12. Warrant Transaction Agreements Amazon Transaction Agreement On April 4, 2017, the Company and 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. 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 during 2017. All future provision for common stock warrants is measured based on their grant-date fair value and recorded as a charge against revenue. The second tranche of 29,098,260 Amazon Warrant Shares Warrant Shares At June 30, 2020 and December 31, 2019, 27,643,347 and 20,368,782 of the Amazon Warrant Shares had vested, respectively. The amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the three months ended June 30, 2020 and 2019 was $3.4 million and $0.8 million, respectively. The amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the six months ended June 30, 2020 and 2019 was $4.7 million and $2.0 million, respectively. Walmart Transaction Agreement On July 20, 2017, the Company and 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 condensed consolidated statements of operations during 2017. All future provision for common stock warrants is measured based on their grant-date fair value and recorded as a charge against revenue. 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 is $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. At June 30, 2020 and December 31, 2019, 5,819,652 of the Walmart Warrant Shares had vested. The amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the three months ended June 30, 2020 and 2019 was $1.0 million and $0.7 million, respectively. The amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the six months ended June 30, 2020 and 2019 was $1.9 million and $3.7 million, respectively. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
Revenue | |
Revenue | 13. Revenue Disaggregation of revenue The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Sales of fuel cell systems $ 41,264 $ 38,696 $ 55,915 $ 41,240 Sale of hydrogen installations and other infrastructure 6,482 — 12,218 — Services performed on fuel cell systems and related infrastructure 6,236 5,341 12,757 11,684 Power Purchase Agreements 6,654 6,409 13,150 12,519 Fuel delivered to customers 7,372 7,089 14,705 13,671 Other 62 — 138 — Net revenue $ 68,070 $ 57,535 $ 108,883 $ 79,114 Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): June 30, December 31, 2020 2019 Accounts receivable $ 45,522 $ 25,448 Contract assets 20,481 13,251 Contract liabilities 50,233 43,480 Contract assets relate to contracts for which revenue is recognized on a straight-line basis, however billings escalate over the life of a contract. Contract assets also include amounts recognized as revenue in advance of billings to customers, which are dependent upon the satisfaction of another performance obligation. These amounts are included within prepaid expenses and other current assets on the accompanying unaudited interim condensed 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). Contract liabilities also include advance consideration received from customers prior to delivery of products. These amounts are included within deferred revenue on the accompanying unaudited interim condensed consolidated interim balance sheets. 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, 2020 Transferred to receivables from contract assets recognized at the beginning of the period $ (9,671) Revenue recognized and not billed as of the end of the period 16,901 Net change in contract assets 7,230 Contract liabilities Six months ended June 30, 2020 Increases due to cash received, net of amounts recognized as revenue during the period $ 24,835 Revenue recognized that was included in the contract liability balance as of the beginning of the period (18,082) Net change in contract liabilities $ 6,753 Estimated future revenue The following table includes estimated revenue expected to be recognized in the future (sales of fuel cell systems and hydrogen installations are expected to be recognized as revenue within one year; sales services five June 30, 2020 Sales of fuel cell systems $ 71,402 Sale of hydrogen installations and other infrastructure 71,753 Services performed on fuel cell systems and related infrastructure 94,725 Power Purchase Agreements 151,793 Other rental income 4,117 Total estimated future revenue $ 393,790 Contract costs Contract costs consist of capitalized commission fees and other expenses related to obtaining or fulfilling a contract. Capitalized contract costs at June 30, 2020 and December 31, 2019 were $0.5 million and $0.5, respectively. Expense related to the amortization of capitalized contract costs was not significant for the three or six months ended June 30, 2020 and 2019. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The Company recognized an income tax benefit for the three and six months ended June 30, 2020 of $17.7 million. Income tax benefit for the three and six months ended June 30, 2020 included $12.4 million resulting from the intraperiod tax allocation rules under ASC Topic 740-20, Intraperiod Tax Allocation The remaining net deferred tax asset generated from the Company’s current period 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, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | 15. Fair Value Measurements During 2020, the Company had no financial instruments measured at fair value on a recurring basis. The following table summarizes the amounts recorded on the unaudited interim condensed consolidated statement of operations for financial instruments measured at fair value on a recurring basis for the three and six months ended June 30, 2019 (in thousands): Quoted Prices Significant Significant in Active Other Other Markets for Observable Unobservable Identical Items Inputs Inputs Total (Level 1) (Level 2) (Level 3) Common stock warrant liability $ (420) $ — $ — $ (420) 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 condensed 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 to measure the fair value of its liability-classified common stock warrants: Six months ended June 30, 2019 Risk-free interest rate 2.22% - 2.51% Volatility 49.98% - 74.93% Expected average term 0.28 - 0.53 There was no expected dividend yield for the warrants granted. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. Commitments and Contingencies Lessor Obligations As of June 30, 2020, the Company had noncancelable operating leases (as lessor), primarily associated with assets deployed at customer sites. These leases expire over the next one Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of June 30, 2020 were as follows (in thousands): Remainder of 2020 $ 15,567 2021 30,958 2022 27,338 2023 24,284 2024 20,902 2025 and thereafter $ 36,861 Total future minimum lease payments $ 155,910 Lessee Obligations As of June 30, 2020, the Company had operating and finance leases, as lessee, primarily associated with sale/leaseback transactions that are partially secured by restricted cash, security deposits and pledged escrows (see also Note 1, Nature of Operations) as summarized below. These leases expire over the next one In prior periods, the Company entered into sale/leaseback transactions that were accounted for as finance leases and reported as part of finance obligations. The outstanding balance of finance obligations related to sale/leaseback transactions at June 30, 2020 and December 31, 2019 was $27.9 million and $31.7 million, respectively. The fair value of the finance obligation approximated the carrying value as of both June 30, 2020 and December 31, 2019. The Company has sold 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, 2020 was $129.2 million, of which $19.6 million and $109.6 million were classified as short-term and long-term, respectively, on the unaudited interim condensed consolidated balance sheets. The outstanding balance of this obligation at December 31, 2019 was $35.6 million, of which $6.0 million and $29.6 million were classified as short-term and long-term, respectively. The amount is amortized using the effective interest method. The fair value of this finance obligation approximated the carrying value as of June 30, 2020. The Company has a finance lease associated with its property and equipment in Latham, New York. Liabilities relating to this lease of $2.8 million has been recorded as a finance obligation in the unaudited interim condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019. The fair value of this finance obligation approximated the carrying value as of June 30, 2020. Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of June 30, 2020 were as follows (in thousands): Other Total Operating Finance Leased Finance Leases Leases Property Obligations Remainder of 2020 $ 25,947 $ 5,066 $ 312 $ 31,325 2021 51,818 9,276 590 61,684 2022 51,267 4,975 573 56,815 2023 45,461 3,149 549 49,159 2024 45,410 16,154 632 62,196 2025 and thereafter 52,344 — 1,174 53,518 Total future minimum lease payments 272,247 38,620 3,830 314,697 Less imputed lease interest (73,820) (10,718) (1,020) (85,558) Sale of future services 129,209 — — 129,209 Total lease liabilities $ 327,636 $ 27,902 $ 2,810 $ 358,348 Rental expense for all operating leases was $12.9 million and $6.2 million for the three months ended June 30, 2020 and 2019, respectively. Rental expense for all operating leases was $25.5 million and $12.1 million for the six months ended June 30, 2020 and 2019, respectively. The gross profit on sale/leaseback transactions for all operating leases was $14.4 million and $19.7 million for the three and six months ended June 30, 2020, respectively, and $16.1 million for the three and six months ended June 30, 2019. Right of use assets obtained in exchange for new operating lease liabilities was $29.2 million and $45.4 million for the three and six months ended June 30, 2020, respectively, and $34.5 million for the three and six months ended June 30, 2019. At both June 30, 2020 and December 31, 2019, security deposits associated with sale/leaseback transactions were $6.0 million and were included in other assets in the unaudited interim condensed consolidated balance sheets. Other information related to the operating leases are presented in the following tables: Six months ended Six months ended June 30, 2020 June 30, 2019 Cash payments (in thousands) $ 24,982 $ 11,677 As of June 30, 2020 2019 Weighted average remaining lease term (years) 5.48 5.13 Weighted average discount rate 12.1% 12.2% Finance lease costs include amortization of the right of use assets (i.e., depreciation expense) and interest on lease liabilities (i.e., interest and other expense, net in the unaudited interim consolidated statement of operations). Finance lease costs were as follows (in thousands): Six months ended Six months ended June 30, 2020 June 30, 2019 Amortization of right of use asset $ 1,740 $ 1,558 Interest on finance obligations 1,223 2,656 Total finance lease cost $ 2,963 $ 4,214 Right of use assets obtained in exchange for new finance lease liabilities was zero and $0.7 million for both the three and six months ended June 30, 2020 and 2019, respectively. Other information related to the finance leases are presented in the following tables: Six months ended Six months ended June 30, 2020 June 30, 2019 Cash payments (in thousands) $ 5,196 $ 55,913 As of June 30, 2020 2019 Weighted average remaining lease term (years) 3.53 3.25 Weighted average discount rate 8.0% 10.8% Restricted Cash As security for the above noted sale/leaseback agreements, cash of $131.1 million was required to be restricted as of June 30, 2020, which restricted cash will be released over the lease term. As of June 30, 2020, the Company also had letters of credit backed by security deposits totaling $98.2 million for the above noted sale/leaseback agreements. In addition, as of June 30, 2020, the Company also had letters of credit in the aggregate amount of $0.5 million associated with a finance obligation from the sale/leaseback of its building. We consider cash collateralizing this letter of credit as 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, 2020, two customers comprised approximately 88.4% of the total accounts receivable balance. At December 31, 2019, two customers comprised approximately 63.4% of the total accounts receivable balance. For the six months ended June 30, 2020, 77.9% of total consolidated revenues were associated primarily with two customers. For the six months ended June 30, 2019, 66.0% of total consolidated revenues were associated primarily with two customers. For purposes of assigning a customer to a sale/leaseback transaction completed with a financial institution, the Company considers the end user of the assets to be the ultimate customer. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed 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 condensed 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, 2019. The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2019 has been derived from the Company’s December 31, 2019 audited consolidated financial statements. |
Leases | Leases Leases The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use (ROU) asset and a lease liability (i.e. finance obligation) at the lease commencement date. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases, and is subsequently measured at amortized cost using the effective interest method. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term and (3) the lease payments. ● ASC Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. ● The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. ● Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. The Company’s leases do not contain variable lease payments. ROU assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset. Operating and finance lease ROU assets are presented within leased property, net on the unaudited interim condensed consolidated balance sheets. The current portion of operating and finance lease liabilities is included in finance obligations within current liabilities and the long-term portion is presented in finance obligations within noncurrent liabilities on the unaudited interim condensed consolidated balance sheets. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company has elected to apply the short-term lease recognition and measurement exemption for other classes of leased assets. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. |
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, discussed further below. 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. Revenue is measured based on the transaction price specified in a contract with a customer, subject to the allocation of the transaction price to distinct performance obligations as discussed below. The Company recognizes revenue when it satisfies a performance obligation by transferring a product or service to a customer. The Company accounts for each distinct performance obligation within its arrangements as a separate unit of accounting if the items under the performance obligation 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 distinct performance obligation based on relative standalone selling prices. Payment terms for sales of fuel cells, infrastructure and service to customers are typically 30 to 90 days. Sale/leaseback transactions with financial institutions are invoiced and collected upon transaction closing. 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. In 2017, in separate transactions, the Company issued to each of Amazon and Walmart warrants to purchase shares of the Company’s common stock. The Company presents the provision for common stock warrants within each revenue-related line item on the unaudited interim consolidated statements of operations. This presentation reflects a discount that those common stock warrants represent, and therefore revenue is net of these non-cash charges. The provision of common stock warrants is allocated to the relevant revenue-related line items based upon the expected mix of the revenue for each respective contract. See Note 12, Warrant Transaction Agreements, for more details. 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 comparable list prices, as well as historical average pricing approaches to determine standalone selling prices for GenDrive fuel cells. The Company uses observable evidence from similar products in the market to determine standalone selling prices for GenSure stationary backup power units and hydrogen fueling infrastructure. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including continual assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement. The allocated transaction price related to fuel cell systems and spare parts is recognized as revenue at a point in time which usually occurs at shipment (and occasionally upon delivery). Revenue on hydrogen infrastructure installations is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon customer acceptance of the hydrogen infrastructure. In certain instances, control of hydrogen infrastructure installations transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. The Company uses an input method to determine the amount of revenue to recognize during each reporting period based on the Company’s efforts to satisfy the performance obligation. (ii) 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 transaction price allocated to services as discussed above is generally recognized as revenue over time on a straight-line basis over the expected service period. In substantially all of its commercial transactions, the Company sells extended maintenance contracts that generally provide for a five 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) 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 finance lease. Certain of the Company’s sale/leaseback transactions with third-party financial institutions are required to be accounted for as finance 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 classified as leased property, net in the unaudited interim condensed consolidated balance sheets. Costs to service the leased property, depreciation of the leased property, and other related costs are included in cost of PPA revenue in the unaudited interim condensed consolidated statements of operations. Interest cost associated with finance leases is presented within interest and other expense, net in the unaudited interim condensed consolidated statements of operations. The Company also has sale/leaseback transactions with financial institutions, which were required to be accounted for as operating leases. The Company has lease obligations associated with these sale/leaseback agreements with financial institutions paid over the term of the agreements. At inception of these sale/lease transactions, the Company records a right of use asset value which is amortized over the term of the lease and recognized in conjunction with the interest expense on the obligation collectively as rental expense. 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 unaudited interim condensed consolidated statements of operations. The Company includes all lease and non-lease components (i.e., maintenance services) related to PPAs within PPA revenue. To recognize revenue, the Company, as lessee, is required to determine whether each sale/leaseback arrangement meets operating lease criteria. As part of the assessment of these criteria, the Company estimates certain key inputs to the associated calculations such as: 1) discount rate it uses to discount the unpaid lease payments to present value and 2) useful life of the underlying asset(s): ● ASC Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in its leases because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate to estimate the discount rate for each lease. ● In order for a lease to be classified as an operating lease, the lease term cannot exceed 75% (major part) of the estimated useful life of the leased asset. The average estimated useful life of the fuel cells is 10 years , and the average estimated useful life of the hydrogen infrastructure is 20 years . These estimated useful lives are compared to the term of each lease to ensure that 75% of the estimated useful life of the assets is not exceeded which allows the Company to meet the operating lease criteria. (iv) 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. Fuel is delivered to customers under stand-ready arrangement, with no long-term commitment. The Company purchases hydrogen fuel from suppliers in certain cases (and produces hydrogen onsite) 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. 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 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. |
Cash Equivalents | Cash Equivalents For purposes of the unaudited interim condensed 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. At June 30, 2020, cash equivalents consisted of money market accounts. The Company’s cash and cash equivalents are deposited with financial institutions located in the United States and may at times exceed insured limits. |
Equity Instruments - Common Stock Warrants | Equity Instruments – Common Stock Warrants Common stock warrants that meet certain applicable requirements of ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Common stock warrants accounted for as equity instruments represent the warrants issued to Amazon and Walmart as discussed in Note 12, Warrant Transaction Agreements. The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) In order to calculate warrant charges, the Company uses the Black-Scholes pricing model, which requires key inputs including volatility and risk-free interest rate and certain unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company estimates the fair value of unvested warrants, considered to be probable of vesting. Based on this estimated fair value, the Company determines warrant charges, which are recorded as a reduction of revenue in the unaudited interim condensed consolidated statement of operations. |
Use of Estimates | Use of Estimates The unaudited interim condensed 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 condensed 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. As of June 30, 2020, there have been no such reclassifications. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Accounting Standards Update (ASU) 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Financial Instruments – Overall Financial Instruments – Credit Losses Derivatives and Hedging In April 2019, Accounting Standards Update (ASU) 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Financial Instruments – Overall Financial Instruments – Credit Losses Derivatives and Hedging In January 2017, Accounting Standards Update (ASU) 2017-04, Intangibles – Goodwill and Other (Topic 350) In August 2016, Accounting Standards Update (ASU) 2016-15, Statement of Cash Flows (Topic 230)s: Classification of Certain Cash Receipts and Cash Payments Recently Issued and Not Yet Adopted Accounting Pronouncements In August 2020, Accounting Standards Update (ASU) 2020-06 , Debt – Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, This update is effective after December 15, 2021. The Company is evaluating the adoption method as well as the impact this update will have on the consolidated financial statements. In March 2020, Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, Accounting Standards Update (ASU) 2020-03, Codification Improvements to Financial Instruments In December 2019, Accounting Standards Update (ASU) 2019-12, Simplifying the Accounting for Income Taxes |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Giner ELX, Inc | |
Schedule of fair value of consideration paid | Cash $ 25,820 Plug Power Stock 19,263 Contingent consideration 7,140 Total consideration 52,223 |
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired | The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Accounts receivable $ 1,237 Inventory 4,108 Prepaid expenses and other assets (4,707) Property, plant and equipment 596 Identifiable intangibles 29,930 Accounts payable, accrued expenses and other liabilities (1,887) Deferred revenue (2,347) Total net assets acquired, excluding goodwill 26,930 |
Business combination segment allocation | Goodwill associated with the Giner ELX acquisition was calculated as follows (in thousands): Consideration paid $ 52,223 Less: net assets acquired (26,930) Total goodwill recognized 25,293 |
United Hydrogen Group Inc | |
Schedule of fair value of consideration paid | Cash $ 19,466 Plug Power Stock 30,410 Contingent consideration 1,110 Total consideration 50,986 |
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired | The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Accounts receivable 444 Inventory 89 Prepaid expenses and other assets 1,152 Property, plant and equipment 41,244 Leased property 796 Identifiable intangibles 2,338 Long-term debt (13,080) Other liabilities (13,820) Accounts payable, accrued expenses, deferred revenue and finance obligations (4,560) Total net assets acquired, excluding goodwill 14,603 |
Business combination segment allocation | Goodwill associated with the UHG acquisition was calculated as follows (in thousands): Consideration paid $ 50,986 Less: net assets acquired (14,603) Total goodwill recognized 36,383 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share | |
Schedule of potential dilutive common shares | At June 30, 2020 2019 Stock options outstanding (1) 16,273,120 21,258,304 Restricted stock outstanding (2) 4,455,484 2,504,392 Common stock warrants (3) 110,573,392 115,824,142 Preferred stock (4) — 17,933,591 Convertible Senior Notes (5) 72,872,730 43,630,020 Number of dilutive potential shares of common stock 204,174,726 201,150,449 (1) (2) (3) 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 with Walmart, subject to certain vesting events, as described in Note 12, Warrant Transaction Agreements. Of these warrants issued, none have been exercised as of June 30, 2020. (4) converted to common stock and 4,038 shares were redeemed for cash. The remaining 500 shares of Series E Preferred Stock were converted to common stock in January 2020. (5) |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory | |
Schedule of Inventory | Inventory as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, December 31, 2020 2019 Raw materials and supplies – production locations $ 72,222 $ 48,011 Raw materials and supplies – customer locations 10,291 9,241 Work-in-process 27,289 12,529 Finished goods 4,769 2,610 Inventory $ 114,571 $ 72,391 |
Leased Property (Tables)
Leased Property (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leased Property | |
Schedule of Leased Property | Leased property at June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, December 31, 2020 2019 Right of use assets – operating $ 237,467 $ 198,068 Right of use assets – finance 42,161 41,475 Capitalized costs of lessor assets 46,034 41,465 Less: accumulated depreciation (50,941) (36,268) Leased property, net $ 274,721 $ 244,740 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 10 years $ 12,112 $ (3,205) $ 8,907 Customer relationships, Backlog & Trademark 8 years 890 (223) 667 In process R&D Indefinite 29,000 — 29,000 $ 42,002 $ (3,428) $ 38,574 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2019 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 9 years $ 8,244 $ (2,815) $ 5,429 Customer relationships & Trademark 9 years 320 (210) 110 $ 8,564 $ (3,025) $ 5,539 |
Schedule of future amortization of intangible assets | Estimated amortization expense for subsequent years was as follows (in thousands): Remainder of 2020 $ 667 2021 1,334 2022 1,334 2023 1,334 2024 and thereafter 4,905 Total $ 9,574 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Long-Term Debt | |
Summary of principal payments of long term debt | As of June 30, 2020, the Term Loan Facility requires the principal balance at the end of each of the following years amortization not to exceed the following (in thousands): December 31, 2020 $ 125,687 December 31, 2021 89,301 December 31, 2022 51,478 December 31, 2023 16,863 December 31, 2024 — As of August 10, 2020, the Term Loan Facility, given the incremental borrowing subsequent to June 30, 2020, as described above, requires the principal balance at the end of each of the following years amortization not to exceed the following (in thousands): December 31, 2020 $ 139,017 December 31, 2021 102,317 December 31, 2022 68,321 December 31, 2023 37,920 December 31, 2024 8,692 December 31, 2025 — |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
3.75% Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Schedule of Convertible Senior Notes | The 3.75% Convertible Senior Notes consisted of the following (in thousands): June 30, 2020 Principal amounts: Principal $ 212,463 Unamortized debt discount (1) (133,321) Unamortized debt issuance costs (1) (2,517) Net carrying amount $ 76,625 Carrying amount of the equity component (2) $ 130,249 1) Included in the unaudited interim condensed consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method. 2) Included in the unaudited interim condensed consolidated balance sheets within additional paid-in capital, net of $4.4 million in equity issuance costs and associated income tax benefit of $12.4 million. |
5.5% Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Schedule of Convertible Senior Notes | The 5.5% Convertible Senior Notes consisted of the following (in thousands): June 30, December 31, 2020 2019 Principal amounts: Principal $ 33,660 $ 100,000 Unamortized debt discount (1) (8,126) (27,818) Unamortized debt issuance costs (1) (443) (1,567) Net carrying amount $ 25,091 $ 70,615 Carrying amount of the equity component (2) $ — $ 37,702 1) 2) |
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 |
7.5% Convertible Senior Note | |
Debt Instrument [Line Items] | |
Schedule of Convertible Senior Notes | The 7.5% Convertible Senior Note consisted of the following (in thousands): June 30, December 31, 2020 2019 Principal amounts: Principal at maturity $ 48,000 $ 48,000 Unamortized debt discount (6,200) (7,400) Unamortized debt issuance costs (812) (969) Net carrying amount $ 40,988 $ 39,631 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue | |
Schedule of disaggregation of revenue | The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Sales of fuel cell systems $ 41,264 $ 38,696 $ 55,915 $ 41,240 Sale of hydrogen installations and other infrastructure 6,482 — 12,218 — Services performed on fuel cell systems and related infrastructure 6,236 5,341 12,757 11,684 Power Purchase Agreements 6,654 6,409 13,150 12,519 Fuel delivered to customers 7,372 7,089 14,705 13,671 Other 62 — 138 — Net revenue $ 68,070 $ 57,535 $ 108,883 $ 79,114 |
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, December 31, 2020 2019 Accounts receivable $ 45,522 $ 25,448 Contract assets 20,481 13,251 Contract liabilities 50,233 43,480 |
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, 2020 Transferred to receivables from contract assets recognized at the beginning of the period $ (9,671) Revenue recognized and not billed as of the end of the period 16,901 Net change in contract assets 7,230 Contract liabilities Six months ended June 30, 2020 Increases due to cash received, net of amounts recognized as revenue during the period $ 24,835 Revenue recognized that was included in the contract liability balance as of the beginning of the period (18,082) Net change in contract liabilities $ 6,753 |
Schedule of Estimated future revenue | The following table includes estimated revenue expected to be recognized in the future (sales of fuel cell systems and hydrogen installations are expected to be recognized as revenue within one year; sales services five June 30, 2020 Sales of fuel cell systems $ 71,402 Sale of hydrogen installations and other infrastructure 71,753 Services performed on fuel cell systems and related infrastructure 94,725 Power Purchase Agreements 151,793 Other rental income 4,117 Total estimated future revenue $ 393,790 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Measurements | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the amounts recorded on the unaudited interim condensed consolidated statement of operations for financial instruments measured at fair value on a recurring basis for the three and six months ended June 30, 2019 (in thousands): Quoted Prices Significant Significant in Active Other Other Markets for Observable Unobservable Identical Items Inputs Inputs Total (Level 1) (Level 2) (Level 3) Common stock warrant liability $ (420) $ — $ — $ (420) |
Assumptions used to calculate common stock warrants | Six months ended June 30, 2019 Risk-free interest rate 2.22% - 2.51% Volatility 49.98% - 74.93% Expected average term 0.28 - 0.53 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under noncancelable operating leases - as lessor | Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of June 30, 2020 were as follows (in thousands): Remainder of 2020 $ 15,567 2021 30,958 2022 27,338 2023 24,284 2024 20,902 2025 and thereafter $ 36,861 Total future minimum lease payments $ 155,910 |
Schedule of future minimum lease payments under noncancelable operating leases - as lessee | Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of June 30, 2020 were as follows (in thousands): Other Total Operating Finance Leased Finance Leases Leases Property Obligations Remainder of 2020 $ 25,947 $ 5,066 $ 312 $ 31,325 2021 51,818 9,276 590 61,684 2022 51,267 4,975 573 56,815 2023 45,461 3,149 549 49,159 2024 45,410 16,154 632 62,196 2025 and thereafter 52,344 — 1,174 53,518 Total future minimum lease payments 272,247 38,620 3,830 314,697 Less imputed lease interest (73,820) (10,718) (1,020) (85,558) Sale of future services 129,209 — — 129,209 Total lease liabilities $ 327,636 $ 27,902 $ 2,810 $ 358,348 |
Schedule of operating leases other information | Six months ended Six months ended June 30, 2020 June 30, 2019 Cash payments (in thousands) $ 24,982 $ 11,677 As of June 30, 2020 2019 Weighted average remaining lease term (years) 5.48 5.13 Weighted average discount rate 12.1% 12.2% |
Schedule of finance lease cost | Six months ended Six months ended June 30, 2020 June 30, 2019 Amortization of right of use asset $ 1,740 $ 1,558 Interest on finance obligations 1,223 2,656 Total finance lease cost $ 2,963 $ 4,214 |
Schedule of finance leases other information | Six months ended Six months ended June 30, 2020 June 30, 2019 Cash payments (in thousands) $ 5,196 $ 55,913 As of June 30, 2020 2019 Weighted average remaining lease term (years) 3.53 3.25 Weighted average discount rate 8.0% 10.8% |
Nature of Operations (Details)
Nature of Operations (Details) $ / shares in Units, $ in Thousands, shares in Millions | Jul. 10, 2020USD ($) | Jul. 01, 2020shares | Jun. 10, 2020USD ($) | May 06, 2020USD ($) | Apr. 13, 2020USD ($) | May 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Nov. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Apr. 30, 2019USD ($) | Mar. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($)shares | Mar. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2020USD ($)item | Jun. 30, 2019USD ($) | May 05, 2020 | Mar. 31, 2020USD ($) |
Liquidity | ||||||||||||||||||
Number of fuel cell systems deployed | item | 34,000 | |||||||||||||||||
Net loss attributable to common shareholders | $ 8,669 | $ 18,107 | $ 46,154 | $ 49,072 | ||||||||||||||
Accumulated deficit | $ 1,345,807 | 1,391,961 | 1,391,961 | |||||||||||||||
Net cash used in operating activities | 111,247 | 48,488 | ||||||||||||||||
Net loss attributable to the Company | (8,656) | $ (18,094) | (46,135) | (49,046) | ||||||||||||||
Net outflows from fluctuations in working capital and other assets and liabilities | 61,100 | |||||||||||||||||
Cash and cash equivalents | 139,496 | 152,492 | 152,492 | |||||||||||||||
Net working capital | $ 162,500 | $ 186,300 | 186,300 | |||||||||||||||
Net cash used in investing activities | (56,551) | (6,316) | ||||||||||||||||
Net cash provided by financing activities | 181,565 | 80,026 | ||||||||||||||||
Number of common stock sold | shares | 10 | |||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 2.35 | $ 2.35 | ||||||||||||||||
Proceeds from public offerings, net of transaction costs | $ 23,500 | $ (269) | 28,265 | |||||||||||||||
Interest rate (as a percent) | 9.50% | 9.50% | ||||||||||||||||
Proceeds from issuance of convertible senior notes, net | $ 205,100 | |||||||||||||||||
Net proceeds | $ 25,000 | 27,678 | 25,609 | |||||||||||||||
Conversion of notes through common stock issuance | shares | 16 | |||||||||||||||||
Remaining lease payments | $ 293,700 | 293,700 | ||||||||||||||||
Security on lease | 233,800 | 233,800 | ||||||||||||||||
Letter of credit | 98,200 | 98,200 | ||||||||||||||||
Value of shares issued | (269) | 28,265 | ||||||||||||||||
Repayments of finance obligations | 11,783 | $ 56,070 | ||||||||||||||||
Incremental term loan | 141,200 | 141,200 | ||||||||||||||||
Secured term loan facility | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Proceeds from borrowing of long-term debt | $ 20,000 | |||||||||||||||||
Wells Fargo | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Remaining lease payments | 103,200 | $ 103,200 | ||||||||||||||||
Sale/leaseback transactions under Wells Fargo MLA | item | 0 | |||||||||||||||||
Letter of credit | 50,600 | $ 50,600 | ||||||||||||||||
Financial Institutions | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Remaining lease payments | 190,500 | 190,500 | ||||||||||||||||
Cash collateral for unguaranteed portions | 172,300 | 172,300 | ||||||||||||||||
Loan and security agreement | Secured term loan facility | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Interest rate (as a percent) | 9.50% | 12.00% | ||||||||||||||||
Proceeds from borrowing of long-term debt | $ 50,000 | |||||||||||||||||
Outstanding balance | 141,200 | 141,200 | ||||||||||||||||
Incremental term loan | 50,000 | |||||||||||||||||
Additional loan | $ 50,000 | |||||||||||||||||
Loan and security agreement | Secured term loan facility | Subsequent event | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Additional amount borrowed | $ 25,000 | |||||||||||||||||
Loan and security agreement | Generate Lending, LLC | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Repayments of finance obligations | 17,600 | |||||||||||||||||
Termination of certain equipment leases | 50,300 | |||||||||||||||||
Loan and security agreement | Generate Lending, LLC | Secured term loan facility | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Principal amount | 100,000 | $ 100,000 | ||||||||||||||||
Interest rate (as a percent) | 12.00% | |||||||||||||||||
Proceeds from borrowing of long-term debt | $ 20,000 | $ 15,000 | $ 85,000 | |||||||||||||||
Outstanding balance | $ 107,500 | |||||||||||||||||
Convertible Senior Notes | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Interest rate (as a percent) | 3.75% | 7.50% | ||||||||||||||||
$200M Convertible Senior Notes | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Interest rate (as a percent) | 5.50% | |||||||||||||||||
Debt Instrument, Repurchased Face Amount | $ 66,300 | |||||||||||||||||
$40M Convertible Senior Note | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Principal amount | $ 40,000 | |||||||||||||||||
Interest rate (as a percent) | 7.50% | |||||||||||||||||
Obligation, net of interest accretion | $ 48,000 | |||||||||||||||||
Carrying amount of debt | $ 41,000 | 41,000 | ||||||||||||||||
Proceeds from borrowing of long-term debt | $ 39,100 | |||||||||||||||||
$212.8M Convertible Senior Notes | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Principal amount | $ 212,800 | |||||||||||||||||
Interest rate (as a percent) | 3.75% | |||||||||||||||||
Proceeds from issuance of convertible senior notes, net | $ 205,100 | |||||||||||||||||
Net proceeds | $ 90,200 | |||||||||||||||||
5.5 % Covertable Senior Notes | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Payments for Repurchase of Convertible Debt | 66,300 | |||||||||||||||||
Payment for Derivative Contract | $ 15,300 | |||||||||||||||||
At Market Issuance Sales Agreement | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Authorized amount | $ 75,000 | |||||||||||||||||
Number of common stock sold | shares | 2.1 | 0 | ||||||||||||||||
Proceeds from public offerings, net of transaction costs | $ 5,500 | |||||||||||||||||
Public Offerings | ||||||||||||||||||
Liquidity | ||||||||||||||||||
Number of common stock sold | shares | 46 | 10 | ||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 2.75 | $ 2.35 | $ 2.35 | |||||||||||||||
Proceeds from public offerings, net of transaction costs | $ 120,400 | $ 23,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Summary of Significant Accounting Policies | |
Impairment Loss | $ 0 |
Upfront revenue recognized | $ 0 |
Operating lease maximum allowed extension percentage | 75.00% |
Fuel | |
Summary of Significant Accounting Policies | |
Estimated useful life | 10 years |
Hydrogen infrastructure | |
Summary of Significant Accounting Policies | |
Estimated useful life | 20 years |
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% |
Intangible asset useful lives | 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% |
Intangible asset useful lives | 10 years |
Acquisitions - Fair value of co
Acquisitions - Fair value of consideration (Details) - USD ($) $ in Thousands | Jun. 22, 2020 | Jun. 18, 2020 |
Giner ELX, Inc | ||
Cash | $ 25,820 | |
Plug Power Stock | 19,263 | |
Contingent consideration | 7,140 | |
Total consideration | $ 52,223 | |
United Hydrogen Group Inc | ||
Cash | $ 19,466 | |
Plug Power Stock | 30,410 | |
Contingent consideration | 1,110 | |
Total consideration | $ 50,986 |
Acquisitions - Allocation Of Pu
Acquisitions - Allocation Of Purchase Price (Details) - USD ($) $ in Thousands | Jun. 22, 2020 | Jun. 18, 2020 |
Giner ELX, Inc | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Accounts receivable | $ 1,237 | |
Inventory | 4,108 | |
Prepaid expenses and other assets | (4,707) | |
Property, Plant and equipment | 596 | |
Identifiable intangibles | 29,930 | |
Accounts payable, accrued expenses, deferred revenue and finance obligations | (1,887) | |
Deferred revenue | (2,347) | |
Total net assets acquired, excluding goodwill | $ 26,930 | |
United Hydrogen Group Inc | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Accounts receivable | $ 444 | |
Inventory | 89 | |
Prepaid expenses and other assets | 1,152 | |
Property, Plant and equipment | 41,244 | |
Leased property | 796 | |
Identifiable intangibles | 2,338 | |
Long-term debt | (13,080) | |
Oher liabilities | (13,820) | |
Accounts payable, accrued expenses, deferred revenue and finance obligations | (4,560) | |
Total net assets acquired, excluding goodwill | $ 14,603 |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) - USD ($) $ in Thousands | Jun. 22, 2020 | Jun. 18, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Total goodwill recognized | $ 70,402 | $ 8,842 | ||
Giner ELX, Inc | ||||
Consideration paid | $ 52,223 | |||
Less: net assets acquired | (26,930) | |||
Total goodwill recognized | $ 25,293 | |||
United Hydrogen Group Inc | ||||
Consideration paid | $ 50,986 | |||
Less: net assets acquired | (14,603) | |||
Total goodwill recognized | $ 36,383 |
Acquisitions - Narratives (Deta
Acquisitions - Narratives (Details) $ in Thousands | Jun. 22, 2020USD ($)item | Jun. 30, 2021USD ($) | Apr. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 18, 2020 |
Earn-out payments | $ 1,100 | $ 1,100 | ||||
Deferred tax liability | 6,100 | 6,100 | ||||
Reduction to valuation allowance | 5,200 | |||||
Unrecognized tax benefits released due to expiration of stature of limitations | 5,200 | 5,200 | ||||
Income tax benefit | 17,659 | 17,659 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 6,100 | 6,100 | ||||
Business Combination, Contingent Consideration, Liability | 1,100 | 1,100 | ||||
Income Tax Expense (Benefit) | (17,659) | (17,659) | ||||
Forecast | ||||||
Payment for Contingent Consideration Liability, Financing Activities | $ 1,500 | |||||
Giner ELX, Inc | ||||||
Percentage of outstanding shares | 100.00% | |||||
Earn-out payments | $ 16,000 | |||||
Achievement of Allagah earn out | 8,000 | |||||
Receipt of certain customer opportunities | 2,000 | |||||
Achievement of revenue targets | $ 6,000 | |||||
Number of electrolyzer stacks | item | 2 | |||||
Warrants term | 2 years | |||||
Business Combination, Contingent Consideration, Liability | $ 16,000 | |||||
Giner ELX, Inc | Non achieving of allagash earn out revenue by July 31, 2033 | ||||||
Percentage of monthly reduction of contingent consideration | 8.33% | |||||
Giner ELX, Inc | Earn-out revenue exceeds 150% of target stated for year 2023 | ||||||
Warrants | $ 5,000 | |||||
Giner ELX, Inc | Earn-out revenue exceeds 200% of target stated for year 2023 | ||||||
Warrants | $ 10,000 | |||||
United Hydrogen Group Inc | ||||||
Cash paid in respect to certain indebtedness | $ 1,300 | |||||
Percentage of outstanding shares | 100.00% | |||||
United Hydrogen Group Inc | Common Stock | ||||||
Value of shares of common stock issued | $ 6,500 | |||||
Developed Technology Rights | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 2,300 | 2,300 | ||||
In process R&D | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 29,000 | 29,000 | ||||
Customer relationships | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | $ 300 | $ 300 |
Earnings Per Share - Dilutive P
Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($) $ in Millions | Nov. 01, 2018 | May 16, 2013 | Jan. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | May 31, 2020 | Sep. 30, 2019 | Jul. 20, 2017 | Apr. 04, 2017 |
Earnings Per Share | ||||||||||||
Number of dilutive potential common stock | 204,174,726 | 201,150,449 | ||||||||||
Interest rate (as a percent) | 9.50% | 9.50% | ||||||||||
$40M Convertible Senior Note | ||||||||||||
Earnings Per Share | ||||||||||||
Principal amount | $ 40 | |||||||||||
Interest rate (as a percent) | 7.50% | |||||||||||
$200M Convertible Senior Notes | ||||||||||||
Earnings Per Share | ||||||||||||
Debt Instrument, Repurchased Face Amount | $ 66.3 | |||||||||||
Interest rate (as a percent) | 5.50% | |||||||||||
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 | |||||||||||
Number of warrants exercised (in shares) | 0 | |||||||||||
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 | |||||||||||
Number of warrants exercised (in shares) | 0 | |||||||||||
Series C Preferred Stock | ||||||||||||
Earnings Per Share | ||||||||||||
Temporary Equity, Stock Issued During Period, Shares, New Issues | 10,431 | |||||||||||
Series E Preferred Stock | ||||||||||||
Earnings Per Share | ||||||||||||
Temporary Equity, Stock Issued During Period, Shares, New Issues | 35,000 | |||||||||||
Conversion of Stock, Shares Issued | 500 | 30,462 | ||||||||||
Number of shares redeemed | 4,038 | |||||||||||
Stock options | ||||||||||||
Earnings Per Share | ||||||||||||
Number of dilutive potential common stock | 16,273,120 | 21,258,304 | ||||||||||
Stock options granted | 174,649 | 339,392 | 174,649 | 364,392 | ||||||||
Restricted stock | ||||||||||||
Earnings Per Share | ||||||||||||
Number of dilutive potential common stock | 4,455,484 | 2,504,392 | ||||||||||
Stock options granted | 96,649 | 339,392 | 94,649 | 364,392 | ||||||||
Warrants | ||||||||||||
Earnings Per Share | ||||||||||||
Number of dilutive potential common stock | 110,573,392 | 115,824,142 | ||||||||||
Preferred stock | ||||||||||||
Earnings Per Share | ||||||||||||
Number of dilutive potential common stock | 17,933,591 | |||||||||||
Convertible Senior Notes | ||||||||||||
Earnings Per Share | ||||||||||||
Number of dilutive potential common stock | 72,872,730 | 43,630,020 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory | ||
Raw materials and supplies - production locations | $ 72,222 | $ 48,011 |
Raw materials and supplies - customer locations | 10,291 | 9,241 |
Work-in-process | 27,289 | 12,529 |
Finished goods | 4,769 | 2,610 |
Inventory | $ 114,571 | $ 72,391 |
Leased Property (Details)
Leased Property (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leased Property | ||
Right of use assets - operating | $ 237,467 | $ 198,068 |
Right of use assets - finance | 42,161 | 41,475 |
Capitalized costs of lessor assets | 46,034 | 41,465 |
Less: accumulated depreciation | (50,941) | (36,268) |
Leased property, net | $ 274,721 | $ 244,740 |
Intangible Assets - Gross Carry
Intangible Assets - Gross Carrying Amount (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | May 31, 2019 | |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Gross Carrying Amount | $ 42,002 | $ 8,564 | ||
Accumulated Amortization | (3,428) | (3,025) | ||
Total | 38,574 | 5,539 | ||
Payments to Acquire Intangible Assets | $ 1,860 | |||
Payables for acquiring Intellectual Property | 23,320 | $ 14,213 | ||
EnergyOr | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Acquired | $ 1,500 | |||
Milestone payments | $ 3,000 | |||
American Fuel Cell LLC | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Milestone payments | 2,900 | |||
Payments to Acquire Intangible Assets | 400 | |||
Payables for acquiring Intellectual Property | 1,700 | |||
In process R&D | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Gross Carrying Amount | 29,000 | |||
Total | $ 29,000 | |||
Acquired technology | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Weighted Average Amortization Period | 10 years | 9 years | ||
Gross Carrying Amount | $ 12,112 | $ 8,244 | ||
Accumulated Amortization | (3,205) | (2,815) | ||
Total | $ 8,907 | $ 5,429 | ||
Customer relationships, Backlog & Trademark | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Weighted Average Amortization Period | 8 years | |||
Gross Carrying Amount | $ 890 | |||
Accumulated Amortization | (223) | |||
Total | $ 667 | |||
Customer Relationships And Trademark [Member] | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Weighted Average Amortization Period | 9 years | |||
Gross Carrying Amount | $ 320 | |||
Accumulated Amortization | (210) | |||
Total | $ 110 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Intangible Assets | ||||
Amortization of Intangible Assets | $ 200 | $ 300 | $ 398 | $ 338 |
Estimated amortization expense | ||||
Remainder of 2020 | 667 | 667 | ||
2021 | 1,334 | 1,334 | ||
2022 | 1,334 | 1,334 | ||
2023 | 1,334 | 1,334 | ||
2024 and thereafter | 4,905 | 4,905 | ||
Totaal | $ 9,574 | $ 9,574 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jul. 10, 2020 | May 06, 2020 | Nov. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Aug. 10, 2020 | May 05, 2020 | Mar. 31, 2020 |
Long-Term Debt | |||||||||||
Interest rate (as a percent) | 9.50% | 9.50% | |||||||||
Repayments of long-term debt and accrued interest | $ 11,783 | $ 56,070 | |||||||||
Loss on extinguishment of debt | $ 13,222 | 13,222 | |||||||||
Long-term Line of Credit | 141,200 | $ 141,200 | |||||||||
Percent of securities in foreign subsidiaries guaranteed to secure debt | 65.00% | ||||||||||
Principal payments of long term debt | |||||||||||
December 31, 2020 | 125,687 | $ 125,687 | $ 139,017 | ||||||||
December 31, 2021 | 89,301 | 89,301 | 102,317 | ||||||||
December 31, 2022 | 51,478 | 51,478 | 68,321 | ||||||||
December 31, 2023 | 16,863 | 16,863 | 37,920 | ||||||||
December 31, 2024 | $ 8,692 | ||||||||||
Incremental term loan | 141,200 | 141,200 | |||||||||
Secured term loan facility | |||||||||||
Long-Term Debt | |||||||||||
Borrowing | $ 20,000 | ||||||||||
Secured term loan facility | Loan and security agreement | |||||||||||
Long-Term Debt | |||||||||||
Borrowing | $ 50,000 | ||||||||||
Interest rate (as a percent) | 9.50% | 12.00% | |||||||||
Long-term borrowings | 141,200 | 141,200 | |||||||||
Long-term Line of Credit | $ 50,000 | ||||||||||
Origination fees | 1,000 | ||||||||||
Legal fees | 300 | ||||||||||
Principal payments of long term debt | |||||||||||
Incremental term loan | 50,000 | ||||||||||
Additional loan | $ 50,000 | ||||||||||
Subsequent event | Secured term loan facility | Loan and security agreement | |||||||||||
Principal payments of long term debt | |||||||||||
Additional amount borrowed | $ 25,000 | ||||||||||
Generate Lending, LLC | Loan and security agreement | |||||||||||
Long-Term Debt | |||||||||||
Repayments of long-term debt and accrued interest | $ 17,600 | ||||||||||
Termination of certain equipment leases | 50,300 | ||||||||||
Generate Lending, LLC | Secured term loan facility | Loan and security agreement | |||||||||||
Long-Term Debt | |||||||||||
Loan Amount | 100,000 | ||||||||||
Borrowing | $ 20,000 | $ 15,000 | $ 85,000 | ||||||||
Interest rate (as a percent) | 12.00% | ||||||||||
Long-term borrowings | $ 107,500 | ||||||||||
NY Green Bank | |||||||||||
Long-Term Debt | |||||||||||
Loss on extinguishment of debt | $ 500 | ||||||||||
Cash held in escrow deposit | $ 1,700 | $ 1,700 |
Convertible Senior Notes - Net
Convertible Senior Notes - Net proceeds (Details) $ / shares in Units, shares in Millions | Jul. 01, 2020shares | Jun. 10, 2020USD ($) | May 18, 2020USD ($)D$ / shares | May 31, 2020USD ($)D$ / sharesshares | Sep. 30, 2019USD ($)D$ / shares | Mar. 31, 2019$ / sharesshares | Mar. 31, 2018USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Jun. 05, 2020 | May 29, 2020USD ($) | Dec. 31, 2019USD ($) |
Convertible Senior Notes | |||||||||||||
Interest rate (as a percent) | 9.50% | 9.50% | |||||||||||
Net proceeds | $ 25,000,000 | $ 27,678,000 | $ 25,609,000 | ||||||||||
Aggregate consideration | 90,238,000 | ||||||||||||
Conversion of notes through common stock issuance | shares | 16 | ||||||||||||
Proceeds from issuance of convertible senior notes, net | 205,100,000 | ||||||||||||
Gain on extinguishment of debt | $ 13,222,000 | 13,222,000 | |||||||||||
Closing price of the company's stock | $ / shares | $ 2.35 | ||||||||||||
Common stock shares issued | shares | 10 | ||||||||||||
3.75% Convertible Senior Notes | |||||||||||||
Convertible Senior Notes | |||||||||||||
Principal amount | $ 200,000,000 | 212,463,000 | 212,463,000 | $ 12,500,000 | |||||||||
Interest rate (as a percent) | 3.75% | ||||||||||||
Net proceeds | 12,400,000 | ||||||||||||
Maturity principal amount | $ 1,000 | ||||||||||||
Conversion rates for the notes (in shares) | 198.6196 | ||||||||||||
Conversion price, per share | $ / shares | $ 5.03 | ||||||||||||
Trading days | D | 20 | ||||||||||||
Consecutive trading days | D | 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% | ||||||||||||
Percentage of principal amount to be redeemed | 100.00% | ||||||||||||
Carrying amount of the liability component | $ 75,200,000 | ||||||||||||
Carrying amount of the equity component | $ 130,300,000 | $ 130,249,000 | 130,249,000 | ||||||||||
Effective interest rate (as a percent) | 29.00% | ||||||||||||
Transaction costs for issuance | $ 7,000,000 | ||||||||||||
Initial purchasers' discount | 6,400,000 | ||||||||||||
Other issuance costs | 600,000 | $ 4,400,000 | |||||||||||
Transaction costs attributable to the liability component | 2,600,000 | ||||||||||||
Transaction costs attributable to the equity component | 4,400,000 | ||||||||||||
Closing price of the company's stock | $ / shares | $ 8.21 | $ 8.21 | |||||||||||
Fair value of convertible senior notes | $ 339,000,000 | $ 339,000,000 | |||||||||||
3.75% Convertible Senior Notes | Level 3 | Volatility | |||||||||||||
Convertible Senior Notes | |||||||||||||
Volatility assumption | 75 | 75 | |||||||||||
7.5% Convertible Senior Note | |||||||||||||
Convertible Senior Notes | |||||||||||||
Principal amount | $ 100,000,000 | $ 40,000,000 | $ 48,000,000 | $ 48,000,000 | $ 48,000,000 | ||||||||
Interest rate (as a percent) | 7.50% | ||||||||||||
Net proceeds | $ 39,100,000 | ||||||||||||
Conversion of notes through common stock issuance | shares | 16 | ||||||||||||
Percentage of principal amount to be repaid at maturity | 120.00% | ||||||||||||
Maturity principal amount | $ 48,000,000 | ||||||||||||
Conversion rates for the notes (in shares) | 387.5969 | ||||||||||||
Conversion price, per share | $ / shares | $ 2.58 | ||||||||||||
Consecutive trading days | D | 20 | ||||||||||||
Conversion price (as a percent) | 175.00% | ||||||||||||
Initial purchasers' discount | $ 8,000,000 | ||||||||||||
Unamortized debt discount and issuance costs | 1,000,000 | ||||||||||||
Closing price of the company's stock | $ / shares | $ 8.21 | $ 8.21 | |||||||||||
Fair value of convertible senior notes | $ 131,400,000 | $ 131,400,000 | 53,500,000 | ||||||||||
7.5% Convertible Senior Note | Level 3 | Volatility | |||||||||||||
Convertible Senior Notes | |||||||||||||
Volatility assumption | 75 | 75 | |||||||||||
7.5% Convertible Senior Note | Holder may require redemption | |||||||||||||
Convertible Senior Notes | |||||||||||||
Principal amount | 40,000,000 | ||||||||||||
Maturity principal amount | $ 48,000,000 | ||||||||||||
Consecutive trading days | D | 5 | ||||||||||||
Principal amount of the repurchased Convertible Senior Notes(as a percent) | 115.00% | ||||||||||||
Principal amount (as a percent) | 110.00% | ||||||||||||
Conversion ratio, principal amount | $ 1,000 | ||||||||||||
7.5% Convertible Senior Note | Company may redeem with the consent of the holder | |||||||||||||
Convertible Senior Notes | |||||||||||||
Maturity principal amount | $ 48,000,000 | ||||||||||||
Consecutive trading days | D | 5 | ||||||||||||
Principal amount of the repurchased Convertible Senior Notes(as a percent) | 105.00% | ||||||||||||
Principal amount (as a percent) | 115.00% | ||||||||||||
Conversion ratio, principal amount | $ 1,000 | ||||||||||||
5.5% Convertible Senior Notes | |||||||||||||
Convertible Senior Notes | |||||||||||||
Principal amount | $ 100,000,000 | $ 1,000,000 | $ 100,000,000 | $ 33,660,000 | $ 33,660,000 | 100,000,000 | |||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | |||||||||
Net proceeds | $ 52,356,000 | ||||||||||||
Repurchase of convertible senior notes | shares | 9.4 | ||||||||||||
Aggregate repurchase of debt | $ 128,900,000 | ||||||||||||
Aggregate consideration | 90,200,000 | ||||||||||||
Debt component of debt exchange | 35,500,000 | ||||||||||||
Equity component of debt exchange | $ 93,400,000 | ||||||||||||
Discount rate for fair value of liability | 29.80% | ||||||||||||
Long-term borrowings | $ 48,700,000 | $ 33,700,000 | 33,700,000 | ||||||||||
Maturity principal amount | 66,300,000 | ||||||||||||
Gain on early debt extinguishment | $ 13,200,000 | ||||||||||||
Conversion rates for the notes (in shares) | 436.3002 | ||||||||||||
Conversion price, per share | $ / shares | $ 2.29 | ||||||||||||
Trading days | D | 20 | ||||||||||||
Consecutive trading days | D | 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% | ||||||||||||
Ownership interest percentage | 50.00% | ||||||||||||
Percentage of principal amount to be redeemed | 100.00% | ||||||||||||
Carrying amount of the liability component | $ 58,200,000 | ||||||||||||
Carrying amount of the equity component | $ 37,700,000 | 37,702,000 | |||||||||||
Effective interest rate (as a percent) | 16.00% | ||||||||||||
Transaction costs for issuance | $ 4,100,000 | ||||||||||||
Initial purchasers' discount | 3,300,000 | 3,250,000 | |||||||||||
Other issuance costs | 900,000 | $ 894,000 | $ 1,700,000 | ||||||||||
Transaction costs attributable to the liability component | 2,400,000 | ||||||||||||
Transaction costs attributable to the equity component | $ 1,700,000 | ||||||||||||
Closing price of the company's stock | $ / shares | $ 8.21 | $ 8.21 | |||||||||||
Fair value of convertible senior notes | $ 120,900,000 | $ 120,900,000 | $ 135,300,000 | ||||||||||
5.5% Convertible Senior Notes | Minimum | |||||||||||||
Convertible Senior Notes | |||||||||||||
Redemption notice days | 1 day | ||||||||||||
5.5% Convertible Senior Notes | Maximum | |||||||||||||
Convertible Senior Notes | |||||||||||||
Redemption notice days | 3 days | ||||||||||||
5.5% Convertible Senior Notes | Level 3 | Volatility | |||||||||||||
Convertible Senior Notes | |||||||||||||
Volatility assumption | 75 | 75 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||||
Jun. 30, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2018 | |
Convertible Senior Notes | |||||||
Net carrying amount | $ 142,704 | $ 110,246 | |||||
3.75% Convertible Senior Notes | |||||||
Convertible Senior Notes | |||||||
Principal amount | 212,463 | $ 12,500 | $ 200,000 | ||||
Unamortized debt discount | (133,321) | ||||||
Unamortized debt issuance costs | (2,517) | ||||||
Net carrying amount | 76,625 | ||||||
Carrying amount of the equity component | 130,249 | 130,300 | |||||
7.5% Convertible Senior Note | |||||||
Convertible Senior Notes | |||||||
Principal amount | 48,000 | $ 100,000 | 48,000 | $ 40,000 | |||
Unamortized debt discount | (6,200) | (7,400) | |||||
Unamortized debt issuance costs | (812) | (969) | |||||
Net carrying amount | 40,988 | 39,631 | |||||
5.5% Convertible Senior Notes | |||||||
Convertible Senior Notes | |||||||
Principal amount | 33,660 | 1,000 | $ 100,000 | 100,000 | $ 100,000 | ||
Unamortized debt discount | (8,126) | (27,818) | |||||
Unamortized debt issuance costs | (443) | (1,567) | |||||
Net carrying amount | 25,091 | 70,615 | |||||
Carrying amount of the equity component | $ 37,700 | $ 37,702 | |||||
Income tax benefit on equity component | $ 9,200 |
Convertible Senior Notes - Conv
Convertible Senior Notes - Conversion (Details) - USD ($) $ in Thousands | Jun. 10, 2020 | May 31, 2020 | Mar. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | May 18, 2020 | Dec. 31, 2019 |
Convertible Senior Notes | |||||||
Net proceeds | $ 25,000 | $ 27,678 | $ 25,609 | ||||
5.5% Convertible Senior Notes | |||||||
Convertible Senior Notes | |||||||
Principal amount | $ 1,000 | $ 100,000 | 33,660 | $ 100,000 | $ 100,000 | ||
Less initial purchasers' discount | (3,300) | (3,250) | |||||
Less cost of related capped call and common stock forward | (43,500) | ||||||
Less other issuance costs | $ (900) | (894) | $ (1,700) | ||||
Net proceeds | $ 52,356 |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call and Common Stock Forward (Details) - USD ($) $ / shares in Units, $ in Thousands | May 18, 2020 | May 31, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | May 29, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2018 |
Capped Call and Common Stock Forward | ||||||||
Share Price | $ 2.35 | |||||||
Common stock shares issued | 10,000,000 | |||||||
Capped Call | ||||||||
Capped Call and Common Stock Forward | ||||||||
Capped call options amount | $ 16,000 | |||||||
Common Stock Forward | ||||||||
Capped Call and Common Stock Forward | ||||||||
Common stock shares issued | 14,397,906 | |||||||
3.75% Convertible Senior Notes | ||||||||
Capped Call and Common Stock Forward | ||||||||
Principal amount | $ 200,000 | $ 212,463 | $ 12,500 | |||||
Share Price | $ 8.21 | |||||||
3.75% Convertible Senior Notes | Capped Call | ||||||||
Capped Call and Common Stock Forward | ||||||||
Capped call options amount | $ 16,200 | |||||||
Cap price | $ 6.7560 | |||||||
Premium (as a percent) | 60.00% | |||||||
Share Price | $ 4.11 | |||||||
5.5% Convertible Senior Notes | ||||||||
Capped Call and Common Stock Forward | ||||||||
Principal amount | $ 100,000 | $ 1,000 | $ 33,660 | $ 100,000 | $ 100,000 | |||
Share Price | $ 8.21 | |||||||
5.5% Convertible Senior Notes | Capped Call | ||||||||
Capped Call and Common Stock Forward | ||||||||
Cap price | $ 3.82 | |||||||
Premium (as a percent) | 100.00% | |||||||
Share Price | $ 1.91 | |||||||
Recorded in additional paid-in capital | $ 24,200 | |||||||
7.5% Convertible Senior Note | ||||||||
Capped Call and Common Stock Forward | ||||||||
Principal amount | $ 100,000 | $ 48,000 | $ 48,000 | $ 40,000 | ||||
Share Price | $ 8.21 | |||||||
7.5% Convertible Senior Note | Common Stock Forward | ||||||||
Capped Call and Common Stock Forward | ||||||||
Net cost incurred | $ 27,500 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock and Warrants (Details) $ / shares in Units, $ in Thousands | Apr. 13, 2020USD ($) | Mar. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)shares | Mar. 31, 2019$ / sharesshares | Jun. 30, 2020USD ($)item$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2019$ / sharesshares | Dec. 31, 2017shares |
Stockholders' equity | ||||||||
Preferred stock, Shares authorized | 5,000,000 | |||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||||
Net proceeds from shares of common stock sold | $ | $ 23,500 | $ (269) | $ 28,265 | |||||
Common Stock Shares, Outstanding | 306,959,462 | 303,378,515 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Number of votes per share | item | 1 | |||||||
Common stock shares issued | 10,000,000 | |||||||
Par value, common stock | $ / shares | $ 0.01 | 0.01 | ||||||
Share price (in dollars per share) | $ / shares | $ 2.35 | $ 2.35 | ||||||
Series A Junior Participating Cumulative Preferred Stock | ||||||||
Stockholders' equity | ||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||
Common Stock Shares, Outstanding | 0 | 0 | ||||||
At Market Issuance Sales Agreement | ||||||||
Stockholders' equity | ||||||||
Net proceeds from shares of common stock sold | $ | $ 5,500 | |||||||
Common stock shares issued | 2,100,000 | 0 | ||||||
Authorized amount | $ | $ 75,000 | |||||||
Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017 | ||||||||
Stockholders' equity | ||||||||
Number of warrants exercised (in shares) | 33,462,999 | 26,188,434 | ||||||
Maximum | Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017 | ||||||||
Stockholders' equity | ||||||||
Class of Warrant or Right Issued | 110,573,392 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) $ in Millions | Nov. 01, 2018shares | May 31, 2020shares | Apr. 30, 2020shares | Jan. 31, 2020shares | Nov. 30, 2018USD ($)shares | Dec. 31, 2019shares | Jun. 30, 2020USD ($)installmentshares |
Series C Redeemable Convertible Preferred Stock | |||||||
Redeemable preferred stock | |||||||
Number of shares of common stock issued on conversion of preferred stock | 1,858,256 | 923,819 | |||||
Number of preferred shares that had been converted to common stock | 1,750 | 870 | |||||
Series E Redeemable Convertible Preferred Stock | |||||||
Redeemable preferred stock | |||||||
Shares issued (in shares) | 35,000 | ||||||
Net proceeds from public offering | $ | $ 30.9 | ||||||
Number of monthly installments | installment | 13 | ||||||
Redemption value for each installment | $ | $ 2.7 | ||||||
Shares outstanding (in shares) | 500 | 0 | |||||
Series E Preferred Stock | |||||||
Redeemable preferred stock | |||||||
Shares issued (in shares) | 35,000 | ||||||
Number of shares of common stock issued on conversion of preferred stock | 500 | 30,462 | |||||
Number of preferred shares that had been converted to common stock | 500 |
Warrant Transaction Agreements
Warrant Transaction Agreements - Amazon.com, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Thousands | Apr. 04, 2017USD ($)installment$ / sharesshares | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019shares | Jul. 20, 2017$ / shares |
Class of Warrant or Right [Line Items] | ||||||||
Selling, general and administrative | $ | $ 21,658 | $ 13,627 | $ 32,671 | $ 22,951 | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.1231 | |||||||
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) | 55,286,696 | |||||||
Warrant shares vested (in shares) | 27,643,347 | 27,643,347 | 20,368,782 | |||||
Provision for common stock warrants | $ | $ 3,400 | $ 800 | $ 4,700 | $ 2,000 | ||||
Warrants issued with the Amazon.com, Inc transaction agreement | Maximum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Cash payments to be received under agreement | $ | $ 600,000 | |||||||
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant shares vested (in 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) | 29,098,260 | |||||||
Warrant shares vested (in shares) | 29,098,260 | |||||||
Number of installments | installment | 4 | |||||||
Number of shares per installment | 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) | 20,368,784 | |||||||
Warrant shares vested (in shares) | 20,368,784 | |||||||
Number of installments | installment | 8 | |||||||
Number of shares per installment | 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 Agreement_2
Warrant Transaction Agreements - Walmart Stores, Inc. Transaction Agreement (Details) $ / shares in Units, € in Millions, $ in Millions | Jul. 20, 2017USD ($)installment$ / sharesshares | Jun. 30, 2020EUR (€)shares | Jun. 30, 2019USD ($) | Jun. 30, 2020EUR (€)shares | Jun. 30, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019shares |
Warrant Transaction Agreements | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.1231 | ||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | |||||||
Warrant Transaction Agreements | |||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | ||||||
Warrant shares vested (in shares) | 5,819,652 | 5,819,652 | 5,819,652 | ||||
Provision for common stock warrants | € 1 | $ 0.7 | € 1.9 | $ 3.7 | |||
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | |||||||
Warrant Transaction Agreements | |||||||
Warrant shares vested (in shares) | 5,819,652 | ||||||
Provision for common stock warrants | $ | $ 10.9 | ||||||
Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement | |||||||
Warrant Transaction Agreements | |||||||
Warrant shares vested (in shares) | 29,098,260 | ||||||
Number of installments | installment | 4 | ||||||
Number of shares per installment | 7,274,565 | ||||||
Cash receipt per installment | $ | $ 50 | ||||||
Aggregate cash receipts for all installments | $ | $ 200 | ||||||
Tranche three of warrants issued with the Walmart Stores, Inc. Transaction Agreement | |||||||
Warrant Transaction Agreements | |||||||
Warrant shares vested (in shares) | 20,368,784 | ||||||
Number of installments | installment | 8 | ||||||
Number of shares per installment | 2,546,098 | ||||||
Cash receipt per installment | $ | $ 50 | ||||||
Aggregate cash receipts for all installments | $ | $ 400 | ||||||
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 | ||||||
Maximum | Warrants issued with the Walmart Stores, Inc transaction agreement | |||||||
Warrant Transaction Agreements | |||||||
Cash payments to be received under agreement | $ | $ 600 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue | ||||
Net revenue | $ 68,070 | $ 57,535 | $ 108,883 | $ 79,114 |
Sales of fuel cell systems | ||||
Revenue | ||||
Net revenue | 41,264 | 38,696 | 55,915 | 41,240 |
Sale of hydrogen installations and other infrastructure | ||||
Revenue | ||||
Net revenue | 6,482 | 12,218 | ||
Services performed on fuel cell systems and related infrastructure | ||||
Revenue | ||||
Net revenue | 6,236 | 5,341 | 12,757 | 11,684 |
Power Purchase Agreements | ||||
Revenue | ||||
Net revenue | 6,654 | 6,409 | 13,150 | 12,519 |
Fuel delivered to customers | ||||
Revenue | ||||
Net revenue | 7,372 | $ 7,089 | 14,705 | $ 13,671 |
Other | ||||
Revenue | ||||
Net revenue | $ 62 | $ 138 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Revenue | ||
Accounts receivable | $ 45,522 | $ 25,448 |
Contract assets | 20,481 | 13,251 |
Contract liabilities | $ 50,233 | $ 43,480 |
Revenue - Changes in contract a
Revenue - Changes in contract assets and contract liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Contract assets | |
Transferred to receivables from contract assets recognized at the beginning of the period | $ (9,671) |
Revenue recognized and not billed as of the end of the period | 16,901 |
Net change in contract assets | $ 7,230 |
Revenue - Estimated future reve
Revenue - Estimated future revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Revenue | |
Total estimated future revenue | $ 393,790 |
Sales of fuel cell systems | |
Revenue | |
Total estimated future revenue | 71,402 |
Sale of hydrogen installations and other infrastructure | |
Revenue | |
Total estimated future revenue | 71,753 |
Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Total estimated future revenue | 94,725 |
Power Purchase Agreements | |
Revenue | |
Total estimated future revenue | 151,793 |
Other | |
Revenue | |
Total estimated future revenue | $ 4,117 |
Maximum | Sales of fuel cell systems | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 1 year |
Maximum | Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 7 years |
Maximum | Power Purchase Agreements | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 7 years |
Minimum | Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 5 years |
Minimum | Power Purchase Agreements | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 5 years |
Revenue - Others (Details)
Revenue - Others (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Revenue | ||
Capitalized contract costs | $ 0.5 | $ 0.5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 05, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Dec. 31, 2019 | Mar. 31, 2018 | |
Income tax benefit | $ 17,659 | $ 17,659 | ||||||
Including a benefit | $ 12,400 | |||||||
Interest rate (as a percent) | 9.50% | 9.50% | ||||||
Income tax benefit related to deferred taxes | $ 5,200 | $ 5,200 | ||||||
3.75% Convertible Senior Notes | ||||||||
Principal amount | 212,463 | 212,463 | $ 12,500 | $ 200,000 | ||||
Interest rate (as a percent) | 3.75% | |||||||
5.5% Convertible Senior Notes | ||||||||
Principal amount | $ 33,660 | $ 33,660 | $ 1,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - Recurring basis - Warrants $ in Thousands | Jun. 30, 2020USD ($) |
Fair Value | |
Financial liabilities | $ (420) |
Level 3 | |
Fair Value | |
Financial liabilities | $ (420) |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation Technique (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Liabilities | Expected dividend yield | |
Valuation technique for assets and liabilities measured and recorded at fair value | |
Equity Instrument, Measurement Input | 0 |
Minimum | Risk free interest rate | |
Valuation technique for assets and liabilities measured and recorded at fair value | |
Derivative Liability, Measurement Input | 2.22 |
Minimum | Volatility | |
Valuation technique for assets and liabilities measured and recorded at fair value | |
Derivative Liability, Measurement Input | 49.98 |
Minimum | Expected average term | |
Valuation technique for assets and liabilities measured and recorded at fair value | |
Derivative Liability, Expected average term | 3 months 10 days |
Maximum | Risk free interest rate | |
Valuation technique for assets and liabilities measured and recorded at fair value | |
Derivative Liability, Measurement Input | 2.51 |
Maximum | Volatility | |
Valuation technique for assets and liabilities measured and recorded at fair value | |
Derivative Liability, Measurement Input | 74.93 |
Maximum | Expected average term | |
Valuation technique for assets and liabilities measured and recorded at fair value | |
Derivative Liability, Expected average term | 6 months 10 days |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Future minimum lease payments under noncancellable operating leases - As Lessor | |||||
Remainder of 2020 | $ 15,567 | $ 15,567 | |||
2021 | 30,958 | 30,958 | |||
2022 | 27,338 | 27,338 | |||
2023 | 24,284 | 24,284 | |||
2024 | 20,902 | 20,902 | |||
2025 and thereafter | 36,861 | 36,861 | |||
Total future minimum lease payments | 155,910 | 155,910 | |||
Future minimum lease payments under noncancelable operating leases - As Lessee | |||||
Remainder of 2020 | 25,947 | 25,947 | |||
2021 | 51,818 | 51,818 | |||
2022 | 51,267 | 51,267 | |||
2023 | 45,461 | 45,461 | |||
2024 | 45,410 | 45,410 | |||
2025 and thereafter | 52,344 | 52,344 | |||
Total future minimum lease payments | 272,247 | 272,247 | |||
Less imputed lease interest | (73,820) | (73,820) | |||
Sale of future services | 129,209 | 129,209 | |||
Total lease liabilities | $ 327,636 | $ 327,636 | |||
Operating Lease, Liability, Statement of Financial Position [Extensible List] | plug:FinancingTransactionFinanceObligationAmountCurrent plug:FinancingTransactionFinanceObligationAmount | plug:FinancingTransactionFinanceObligationAmountCurrent plug:FinancingTransactionFinanceObligationAmount | |||
Rental expense for all operating lease | $ 12,900 | $ 6,200 | $ 25,500 | $ 12,100 | |
Gross profit on sale leaseback transactions | 14,400 | 16,100 | 19,700 | 16,100 | |
Right of use assets obtained in exchange for new operating lease liabilities | 29,200 | $ 34,500 | 45,400 | 34,500 | |
Prepaid rent and security deposit | $ 6,000 | 6,000 | $ 6,000 | ||
Other information of operating leases | |||||
Cash payments | $ 24,982 | $ 11,677 | |||
Weighted average remaining lease term (in years) | 5 years 5 months 23 days | 5 years 1 month 17 days | 5 years 5 months 23 days | 5 years 1 month 17 days | |
Weighted average discount rate (as a percent) | 12.10% | 12.20% | 12.10% | 12.20% | |
Minimum | |||||
Operating Leases | |||||
Lease Term - as Lessor | 1 year | 1 year | |||
Lease Term - as Lessee | 1 year | 1 year | |||
Maximum | |||||
Operating Leases | |||||
Lease Term - as Lessor | 7 years | 7 years | |||
Lease Term - as Lessee | 8 years | 8 years | |||
Sale Leaseback Agreements | |||||
Future minimum lease payments under noncancelable operating leases - As Lessee | |||||
Total lease liabilities | $ 129,200 | $ 129,200 | 35,600 | ||
Short term operating lease obligation | 19,600 | 19,600 | 6,000 | ||
Long term operating lease obligation | $ 109,600 | $ 109,600 | $ 29,600 |
Commitments and Contingencies_2
Commitments and Contingencies - Finance Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Total Payments of future minimum lease payments | |||||
Remainder of 2020 | $ 31,325 | $ 31,325 | |||
2021 | 61,684 | 61,684 | |||
2022 | 56,815 | 56,815 | |||
2023 | 49,159 | 49,159 | |||
2024 | 62,196 | 62,196 | |||
2025 and thereafter | 53,518 | 53,518 | |||
Total future minimum lease payments | 314,697 | 314,697 | |||
Less imputed lease interest | (85,558) | (85,558) | |||
Sale of future services | 129,209 | 129,209 | |||
Total lease liabilities | 358,348 | 358,348 | |||
Total future minimum lease payments | 155,910 | 155,910 | |||
Finance lease costs | |||||
Amortization of right of use asset | 1,740 | $ 1,558 | |||
Interest on finance obligations | 1,223 | 2,656 | |||
Total finance lease cost | 2,963 | 4,214 | |||
Right of use assets obtained in exchange for new finance lease liabilities | $ 0 | $ 700 | 0 | 700 | |
Other information | |||||
Cash payments | $ 5,196 | $ 55,913 | |||
Weighted average remaining lease term (years) | 3 years 6 months 10 days | 3 years 3 months | 3 years 6 months 10 days | 3 years 3 months | |
Weighted average discount rate | 8.00% | 10.80% | 8.00% | 10.80% | |
Restricted Cash | |||||
Restricted cash | $ 131,100 | $ 131,100 | |||
Letter of credit | 98,200 | 98,200 | |||
Aggregate amount of financial obligation | 141,200 | 141,200 | |||
Letter of Credit | |||||
Restricted Cash | |||||
Aggregate amount of financial obligation | 500 | 500 | |||
Sale Leaseback Agreements | |||||
Total Payments of future minimum lease payments | |||||
Total lease liabilities | 27,900 | 27,900 | $ 31,700 | ||
Finance Lease [Member] | |||||
Total Payments of future minimum lease payments | |||||
Remainder of 2020 | 5,066 | 5,066 | |||
2021 | 9,276 | 9,276 | |||
2022 | 4,975 | 4,975 | |||
2023 | 3,149 | 3,149 | |||
2024 | 16,154 | 16,154 | |||
Total future minimum lease payments | 38,620 | 38,620 | |||
Less imputed lease interest | (10,718) | (10,718) | |||
Total lease liabilities | 27,902 | 27,902 | |||
Other Leased Property [Member] | |||||
Total Payments of future minimum lease payments | |||||
Remainder of 2020 | 312 | 312 | |||
2021 | 590 | 590 | |||
2022 | 573 | 573 | |||
2023 | 549 | 549 | |||
2024 | 632 | 632 | |||
2025 and thereafter | 1,174 | 1,174 | |||
Total future minimum lease payments | 3,830 | 3,830 | |||
Less imputed lease interest | (1,020) | (1,020) | |||
Total lease liabilities | 2,810 | 2,810 | |||
Finance obligation | Property and equipment | |||||
Total Payments of future minimum lease payments | |||||
Total future minimum lease payments | $ 2,800 | $ 2,800 | $ 2,800 |
Commitments and Contingencies_3
Commitments and Contingencies - Concentrations of Credit Risk (Details) - Customers - customer | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Accounts receivable | Credit risk | |||
Customer Concentration | |||
Concentration Risk Number of Customers | 2 | 2 | |
Concentration risk (as a percent) | 88.40% | 63.40% | |
Revenues | Customer concentration | |||
Customer Concentration | |||
Concentration Risk Number of Customers | 2 | 2 | |
Concentration risk (as a percent) | 77.90% | 66.00% |