Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 09, 2017 | |
Document and Entity Information: | ||
Entity Registrant Name | PLUG POWER INC | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Entity Central Index Key | 1,093,691 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 223,453,239 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 11,765 | $ 46,014 |
Restricted cash | 14,828 | 11,219 |
Accounts receivable | 6,902 | 11,923 |
Inventory | 33,726 | 29,940 |
Prepaid expenses and other current assets | 10,363 | 11,837 |
Total current assets | 77,584 | 110,933 |
Restricted cash | 39,060 | 43,403 |
Property, plant, and equipment, net of accumulated depreciation of $30,129 and $29,666, respectively | 8,086 | 8,246 |
Leased property, net of accumulated amortization of $6,083 and $4,544, respectively | 61,857 | 54,060 |
Goodwill | 8,422 | 8,291 |
Intangible assets, net of accumulated amortization of $1,185 and $1,032, respectively | 3,844 | 3,933 |
Other assets | 11,871 | 11,966 |
Total assets | 210,724 | 240,832 |
Current liabilities: | ||
Accounts payable | 27,046 | 32,112 |
Accrued expenses | 6,497 | 8,519 |
Accrual for loss contracts related to service | 752 | |
Deferred revenue | 4,777 | 5,736 |
Finance obligations | 21,716 | 14,787 |
Current portion of long-term debt | 5,971 | 2,964 |
Other current liabilities | 1,128 | 1,615 |
Total current liabilities | 67,135 | 66,485 |
Deferred revenue | 17,050 | 17,413 |
Common stock warrant liability | 13,667 | 11,387 |
Finance obligations | 25,114 | 29,767 |
Long-term debt | 17,873 | 20,829 |
Other liabilities | 245 | 241 |
Total liabilities | 141,084 | 146,122 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 450,000,000 shares authorized; Issued (including shares in treasury): 191,780,048 at March 31, 2017 and 191,723,974 at December 31, 2016 | 1,918 | 1,917 |
Additional paid-in capital | 1,139,956 | 1,137,482 |
Accumulated other comprehensive income | 467 | 247 |
Accumulated deficit | (1,078,541) | (1,051,467) |
Less common stock in treasury: 582,328 at March 31, 2017 and December 31, 2016 | (3,091) | (3,091) |
Total stockholders' equity | 60,709 | 85,088 |
Total liabilities, redeemable preferred stock, and stockholders' equity | 210,724 | 240,832 |
Series C Redeemable Convertible Preferred Stock | ||
Redeemable preferred stock | ||
Redeemable preferred stock | 1,153 | 1,153 |
Series D Redeemable Convertible Preferred Stock | ||
Redeemable preferred stock | ||
Redeemable preferred stock | $ 7,778 | $ 8,469 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, plant, and equipment, accumulated depreciation | $ 30,129 | $ 29,666 |
Leased property under capital lease, accumulated depreciation | 6,083 | 4,544 |
Accumulated amortization | $ 1,185 | $ 1,032 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 450,000,000 | 450,000,000 |
Common Stock, shares issued | 191,780,048 | 191,723,974 |
Common stock in treasury, shares | 582,328 | 582,328 |
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 | 5,231 | 5,231 |
Redeemable convertible Preferred Stock, shares outstanding | 5,231 | 5,231 |
Redeemable convertible Preferred Stock, aggregate involuntary liquidation preference (in dollars) | $ 16,664 | $ 16,664 |
Series D Redeemable Convertible Preferred Stock | ||
Redeemable convertible Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Redeemable convertible Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Redeemable convertible Preferred Stock, shares issued | 14,800 | 18,500 |
Redeemable convertible Preferred Stock, shares outstanding | 14,800 | 18,500 |
Redeemable convertible Preferred Stock, aggregate involuntary liquidation preference (in dollars) | $ 14,800 | $ 18,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Sales of fuel cell systems and related infrastructure | $ 2,197 | $ 5,218 |
Services performed on fuel cell systems and related infrastructure | 5,149 | 5,273 |
Power Purchase Agreements | 4,311 | 2,706 |
Fuel delivered to customers | 3,491 | 2,010 |
Other | 87 | 125 |
Total revenue | 15,235 | 15,332 |
Cost of revenue: | ||
Sales of fuel cell systems and related infrastructure | 2,286 | 3,898 |
Services performed on fuel cell systems and related infrastructure | 6,566 | 5,783 |
Power Purchase Agreements | 6,615 | 2,881 |
Fuel delivered to customers | 4,149 | 2,411 |
Other | 98 | 189 |
Total cost of revenue | 19,714 | 15,162 |
Gross profit (loss) | (4,479) | 170 |
Operating expenses: | ||
Research and development | 5,998 | 4,830 |
Selling, general and administrative | 9,145 | 8,290 |
Total operating expenses | 15,143 | 13,120 |
Operating loss | (19,622) | (12,950) |
Interest and other (expense) income, net | (2,137) | (474) |
Change in fair value of common stock warrant liability | (2,280) | 1,278 |
Loss before income taxes | (24,039) | (12,146) |
Income tax benefit | 392 | |
Net loss attributable to the Company | (24,039) | (11,754) |
Preferred stock dividends declared | (26) | (26) |
Net loss attributable to common shareholders | $ (24,065) | $ (11,780) |
Net loss per share: | ||
Basic and diluted (in dollars per share) | $ (0.13) | $ (0.07) |
Weighted average number of common shares outstanding | 191,185,690 | 180,125,763 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidated Statements of Comprehensive Loss | ||
Net loss attributable to the Company | $ (24,039) | $ (11,754) |
Other comprehensive income - foreign currency translation adjustment | 220 | 583 |
Comprehensive loss | $ (23,819) | $ (11,171) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Treasury Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2016 | $ 1,917 | $ 1,137,482 | $ 247 | $ (3,091) | $ (1,051,467) | $ 85,088 |
Balance (in shares) at Dec. 31, 2016 | 191,723,974 | 582,328 | 191,723,974 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss attributable to the Company | (24,039) | $ (24,039) | ||||
Other comprehensive income | 220 | 220 | ||||
Stock based compensation | $ 1 | 2,461 | 2,462 | |||
Stock based compensation (in shares) | 43,438 | |||||
Stock dividend | 13 | (26) | (13) | |||
Stock dividend (in shares) | 12,636 | |||||
Accretion of discount | (3,009) | (3,009) | ||||
Balance at Mar. 31, 2017 | $ 1,918 | $ 1,139,956 | $ 467 | $ (3,091) | $ (1,078,541) | $ 60,709 |
Balance (in shares) at Mar. 31, 2017 | 191,780,048 | 582,328 | 191,780,048 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net loss attributable to the Company | $ (24,039) | $ (11,754) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property, plant and equipment, and leased property | 2,002 | 571 |
Amortization of intangible assets | 143 | 145 |
Stock-based compensation | 2,462 | 2,217 |
Amortization of debt issuance costs | 147 | |
Change in fair value of common stock warrant liability | 2,280 | (1,278) |
Changes in operating assets and liabilities that provide (use) cash, net of effects of acquisitions: | ||
Accounts receivable | 5,021 | 11,966 |
Inventory | (3,786) | (6,398) |
Prepaid expenses and other assets | 1,569 | (1,816) |
Accounts payable, accrued expenses, product warranty reserve and other liabilities | (7,584) | 2,423 |
Accrual for loss contracts related to service | (752) | (1,748) |
Deferred revenue | (1,322) | (1,244) |
Net cash used in operating activities | (23,859) | (6,916) |
Cash Flows From Investing Activities: | ||
Purchase of property, plant and equipment | (303) | (1,889) |
Purchase for construction of leased property | (9,336) | (11,747) |
Net cash used in investing activities | (9,639) | (13,636) |
Cash Flows From Financing Activities: | ||
Change in restricted cash | 734 | (31) |
Proceeds from exercise of warrants | 109 | |
Payments for redemption of preferred stock | (3,700) | |
Proceeds from short-term borrowing, net of transaction costs | 23,874 | |
Principal payments on short-term borrowings | (50) | |
Increase in finance obligations | 2,230 | (556) |
Net cash provided by (used in) financing activities | (786) | 23,396 |
Effect of exchange rate changes on cash | 35 | 77 |
Decrease in cash and cash equivalents | (34,249) | 2,921 |
Cash and cash equivalents, beginning of period | 46,014 | 63,961 |
Cash and cash equivalents, end of period | 11,765 | 66,882 |
Other Supplemental Cash Flow Information: | ||
Cash paid for interest | $ 1,902 | $ 232 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2017 | |
Nature of Operations. | |
Nature of Operations | 1. Nature of Operations Description of Business Plug Power Inc., or the Company, is a leading provider of alternative energy technology focused on the design, development, commercialization and manufacture of hydrogen fuel cell systems used primarily for the material handling and stationary power market. We are focused on proton exchange membrane, or PEM, fuel cell and fuel processing technologies, fuel cell/battery hybrid technologies, and associated hydrogen storage and dispensing infrastructure from which multiple products are available. A fuel cell is an electrochemical device that combines hydrogen and oxygen to produce electricity and heat without combustion. Hydrogen is derived from hydrocarbon fuels such as liquid petroleum gas, or LPG, natural gas, propane, methanol, ethanol, gasoline or biofuels. Plug Power develops complete hydrogen delivery, storage and refueling solutions for customer locations. Hydrogen can also be obtained from the electrolysis of water, or produced on‑site at consumer locations through a process known as reformation. Currently the Company obtains hydrogen by purchasing it from fuel suppliers for resale to customers. We provide and continue to develop commercially-viable hydrogen and fuel cell product solutions to replace lead‑acid batteries in material handling vehicles and industrial trucks for some of the world’s largest distribution and manufacturing businesses. We are focusing our efforts on industrial mobility applications (forklifts and electric industrial vehicles) at multi‑shift high volume manufacturing and high throughput distribution sites where our products and services provide a unique combination of productivity, flexibility and environmental benefits. Additionally, we manufacture and sell fuel cell products to replace batteries and diesel generators in stationary backup power applications. These products prove valuable with telecommunications, transportation and utility customers as robust, reliable and sustainable power solutions. Our current products and services include: GenDrive: GenDrive is our hydrogen fueled PEM fuel cell system providing power to material handling vehicles; GenFuel: GenFuel is our hydrogen fueling delivery system; GenCare: GenCare is our ongoing maintenance program for GenDrive fuel cells, GenSure products and GenFuel products; GenSure: GenSure (formerly ReliOn) is our stationary fuel cell solution providing scalable, modular PEM fuel cell power to support the backup and grid-support power requirements of the telecommunications, transportation, and utility sectors; GenKey: GenKey is our turn-key solution combining either GenDrive or GenSure with GenFuel and GenCare, offering complete simplicity to customers transitioning to fuel cell power; ProGen: ProGen is our fuel cell engine technology, under development for use in mobility and stationary fuel cell systems; and GenFund: GenFund is a collaboration with leasing organizations to provide cost efficient and seamless financing solutions to customers. We provide our products worldwide through our direct product sales force, and by leveraging relationships with original equipment manufacturers, or OEMs, and their dealer networks. We were organized as a corporation in the State of Delaware on June 27, 1997. Unless the context indicates otherwise, the terms “Company,” “Plug Power,” “we,” “our” or “us” as used herein refers to Plug Power Inc. and its subsidiaries. Liquidity Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, growth in equipment leased to customers under long-term arrangements, funding the growth in our GenKey “turn-key” solution, which includes the installation of our customers’ hydrogen infrastructure as well as delivery of the hydrogen fuel, continued development and expansion of our products, payment of lease obligations under sale/leaseback financings, and the repayment or refinancing of our long-term debt. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments; attaining and expanding positive gross margins across all product lines; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the ability of our customers to obtain financing to support commercial transactions; our ability to obtain financing arrangements to support the sale or leasing of our products and services to customers and to repay or refinance our long-term debt, and the terms of such agreements that may require us to pledge or restrict substantial amounts of our cash to support these financing arrangements; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations with positive cash flows and cannot obtain external financing, we may not be able to sustain future operations. As a result, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection. We have experienced and continue to experience negative cash flows from operations and net losses. The Company incurred net losses attributable to common shareholders of $24.1 million for the three months ended March 31, 2017 and $57.6 million, $55.8 million, and $88.6 million for the years ended December 31, 2016, 2015, and 2014, respectively, and has an accumulated deficit of $1.1 billion at March 31, 2017. During the three months ended March 31, 2017, cash used in operating activities was $23.9 million, consisting primarily of a net loss attributable to the Company of $24.0 million and net outflows from fluctuations in working capital and other assets and liabilities of $6.9 million, offset by the impact of noncash charges/gains of $7.0 million. The changes in working capital primarily were related to collections of accounts receivable, offset by building of inventory and management of accounts payable. As of March 31, 2017, we had cash and cash equivalents of $11.8 million and net working capital of $10.4 million. By comparison, at December 31, 2016, we had cash and cash equivalents of $46.0 million and net working capital of $44.4 million. Net cash used in investing activities for the three months ended March 31, 2017, totaled $9.6 million and included purchases of property, plant and equipment and outflows associated with materials, labor, and overhead necessary to construct new leased property. Cash outflows related to equipment that we sell and equipment we lease directly to customers are included in net cash used in operating activities and net cash used in investing activities, respectively. Net cash used in financing activities for the three months ended March 31, 2017 primarily resulted from redemption of Series D redeemable preferred stock, offset by increases in finance obligations and a decrease in restricted cash. During April 2017, the Company raised $18.2 million pursuant to an At Market Issuance Sales Agreement, as discussed in Note 12, Subsequent Events. Also during April 2017, the Company received proceeds of $18.4 million pursuant to the exercise of warrants, as discussed in Note 12, Subsequent Events. In previous years, the Company signed sale/leaseback agreements with various financial institutions to facilitate the Company’s commercial transactions with key customers. The Company had sold certain fuel cell systems and hydrogen infrastructure to the financial institutions, and leased the equipment back to support certain customer locations and to fulfill its varied PPAs. In connection with these operating leases, the financial institutions require the Company to maintain cash balances in restricted accounts securing the Company’s lease obligations. Cash received from customers under the PPAs is used to make lease payments. As the Company performs under these agreements, the required restricted cash balances are released, according to a set schedule. The total remaining lease payments to financial institutions under these agreements was $41.2 million, which has been fully secured with restricted cash and pledged service escrows. We have historically funded our operations primarily through public and private offerings of common and preferred stock, as well as short-term borrowings, long-term debt and project financing. The Company believes that its current working capital and cash anticipated to be generated from future operations, as well as borrowings from lending and project financing sources and proceeds from equity offerings, will provide sufficient liquidity to fund operations for at least one year after the date that the financial statements are issued. There is no guarantee that future funding will be available if and when required or at terms acceptable to the Company. This projection is based on our current expectations regarding new project financing and product sales and service, cost structure, cash burn rate and other operating assumptions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (GAAP), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, filed for the fiscal year ended December 31, 2016. The information presented in the accompanying unaudited interim consolidated balance sheet as of December 31, 2016 has been derived from the Company’s December 31, 2016 audited consolidated financial statements. All other information has been derived from the unaudited interim consolidated financial statements of the Company. Revenue Recognition The Company recognizes revenue under arrangements for products and services, which may include the sale of products and related services, including revenue from installation, service and maintenance, spare parts, hydrogen fueling services (which may include hydrogen supply as well as hydrogen fueling infrastructure) and leased units. The Company also recognizes revenue under research and development contracts, which are primarily cost reimbursement contracts associated with the development of PEM fuel cell technology. The Company enters into revenue arrangements that may contain a combination of fuel cell systems and infrastructure, installation, service, maintenance, spare parts, and other support services. Revenue arrangements containing fuel cell systems and related infrastructure may be sold, or provided to customers under a PPA. Sales of and Services Performed on Fuel Cell Systems and Related Infrastructure When sold to customers, the Company accounts for each separate deliverable of these multiple deliverable arrangements as a separate unit of accounting if the delivered item or items have value to the customer on a standalone basis. The Company considers a deliverable to have standalone value if the item is sold separately by us or another entity or if the item could be resold by the customer. The Company allocates revenue to each separate deliverable based on its relative selling price. For a majority of our deliverables, the Company determines relative selling prices using its best estimate of the selling price since vendor-specific objective evidence and third-party evidence is generally not available for the deliverables involved in its revenue arrangements due to a lack of a competitive environment in selling fuel cell technology. When determining estimated selling prices, the Company considers the cost to produce the deliverable, a reasonable gross margin on that deliverable, the selling price and profit margin for similar products and services, the Company’s ongoing pricing strategy and policies, the value of any enhancements that have been built into the deliverable and the characteristics of the varying markets in which the deliverable is sold, as applicable. The Company determines estimated selling prices for deliverables in its arrangements based on the specific facts and circumstances of each arrangement and analyzes the estimated selling prices used for its allocation of consideration of each arrangement. Once relative selling prices are determined, the Company proportionately allocates the sale consideration to each element of the arrangement. The allocated sales consideration related to fuel cell systems and infrastructure, spare parts, and hydrogen infrastructure is recognized as revenue at shipment if title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, the sales price is fixed or determinable, collection of the related receivable is reasonably assured, and customer acceptance criteria, if any, have been successfully demonstrated. The allocated sales consideration related to service and maintenance is generally recognized as revenue on a straight-line basis over the term of the contract, as appropriate. For those customers who do not purchase an extended maintenance contract, 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. Only a limited number of fuel cell units are under standard warranty. In a vast majority of its commercial transactions, the Company sells extended maintenance contracts that generally provide for a five to ten year warranty from the date of product installation. These types of contracts are accounted for as a separate deliverable, and accordingly, revenue generated from these transactions is deferred and recognized in income over the warranty period, generally on a straight-line basis. Additionally, the Company may enter into annual service and extended maintenance contracts that are billed monthly. Revenue generated from these transactions is recognized in income on a straight-line basis over the term of the contract. Costs are recognized as incurred over the term of the contract. When costs are projected to exceed revenues on the life of the contract, an accrual for loss contracts is recorded. Costs are estimated based upon historical experience, contractual agreements and the estimated impact of the Company’s cost reduction initiatives. The actual results may differ from these estimates. Power Purchase Agreements 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, related infrastructure, and service are sold to the third-party financial institution and leased back to the Company through either an operating or capital lease. During 2017 and 2016, the Company’s sale/leaseback transactions with third-party financial institutions were required to be accounted for as capital leases under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Subtopic 840-40, Leases – Sale/Leaseback Transactions (ASC Subtopic 840-40). As a result, no upfront revenue was recognized at the closing of these transactions and a finance obligation for each lease was established. The fuel cell systems and related infrastructure that are provided to customers through these PPAs are considered leased property on the accompanying unaudited interim consolidated balance sheet. Costs to service the leased property are considered cost of PPA revenue on the accompanying unaudited interim consolidated statement of operations. All PPAs entered into through December 31, 2015 had a corresponding sale-leaseback transaction with a third-party financial institution, which was required to be accounted for as an operating lease. The Company accounts for sale/leaseback transactions as operating leases in accordance with ASC Subtopic 840-40. The Company has rental expense associated with sale/leaseback agreements with financial institutions that were entered into commensurate with the PPAs. Rental expense is recognized on a straight-line basis over the life of the agreements and is characterized as cost of PPA revenue on the accompanying unaudited interim consolidated statement of operations. Fuel Delivered to Customers The Company purchases hydrogen fuel from suppliers and sells to its customers upon delivery. Revenue and cost of revenue related to this fuel is recorded as dispensed, and included in the respective “Fuel delivered to customers” lines on the unaudited interim consolidated statements of operations. Research and Development Contracts Contract accounting is used for research and development contract revenue. The Company generally shares in the cost of these programs with cost sharing percentages ranging from 30% to 50% of total project costs. Revenue from time and material contracts is recognized on the basis of hours expended plus other reimbursable contract costs incurred during the period and is included within the “other” revenue line on the consolidated statement of operations. All allowable work performed through the end of each calendar quarter is billed, subject to limitations in the respective contracts. Cash Equivalents Cash equivalents consist of money market accounts with an initial term of less than three months. At March 31, 2017 and December 31, 2016, cash equivalents consist of money market accounts. For purposes of the unaudited interim consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits. Common Stock Warrant Accounting The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. In compliance with applicable securities law, registered common stock warrants that require the issuance of registered shares upon exercise and do not sufficiently preclude an implied right to cash settlement are accounted for as derivative liabilities. We currently classify these derivative warrant liabilities on the accompanying unaudited interim consolidated balance sheets as a long-term liability, which is revalued at each balance sheet date subsequent to the initial issuance using the Black-Scholes pricing model. The Black-Scholes pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requires the Company to develop its own assumptions. Changes in the fair value of the warrants are reflected in the accompanying unaudited interim consolidated statements of operations as change in fair value of common stock warrant liability. Use of Estimates The unaudited interim consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Reclassifications are made, whenever necessary, to prior period financial statements to conform to the current period presentation. These reclassifications did not have a net impact the results of operations or net cash flows in the periods presented. Recent Accounting Pronouncements In January 2017, an accounting update was issued to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This accounting update is effective for years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the impact this update will have on the consolidated financial statements. In November 2016, an accounting update was issued to reduce the existing diversity in the classification and presentation of changes in restricted cash on the statement of cash flows. This accounting update is effective for years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact this update will have on the consolidated financial statements. In October 2016, an accounting update was issued to simplify how an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of this update are intellectual property and property, plant, and equipment. This accounting update is effective for the annual periods beginning after December 15, 2017 and interim periods within those years. The Company is evaluating the impact this update will have on the consolidated financial statements. In August 2016, an accounting update was issued to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This accounting update is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact this update will have on the consolidated financial statements. In February 2016, an accounting update was issued which requires balance sheet recognition for operating leases, among other changes to previous lease guidance. This accounting update is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the impact this update will have on the consolidated financial statements. In June 2014, an accounting update was issued that replaces the existing revenue recognition framework regarding contracts with customers. In July 2015, the FASB announced a one year delay in the required adoption date from January 1, 2017 to January 1, 2018. The Company has established an internal implementation team to oversee the adoption of the new standard. To date the Company has identified relevant arrangements and performance obligations and is assessing the impact of the new guidance. Evaluation is ongoing and it is too early to provide an assessment of the impact. The Company anticipates providing information about the impacts of adoption in the coming quarters. The Company is also evaluating whether to adopt the guidance using the full or modified retrospective basis, and will likely make that determination during the first half of 2017. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share. | |
Earnings Per Share | 3. Earnings Per Share Basic earnings per common share are computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock (such as stock options, unvested restricted stock, common stock warrants, 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 share 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 shares 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 dilutive potential common shares are summarized as follows: At March 31, 2017 2016 Stock options outstanding (1) 14,857,592 11,693,286 Restricted stock outstanding 13,333 204,444 Common stock warrants (2) 14,501,600 4,074,288 Preferred stock (3) 15,102,981 5,554,594 Number of dilutive potential common shares 44,475,506 21,526,612 (1) During the three months ended March 31, 2017 and 2016, the Company granted 136,352 and 15,000 stock options, respectively. (2) In May 2011, the Company issued 7,128,563 warrants as part of an underwritten public offering with an exercise price of $0.93 per warrant. As a result of additional public offerings, and pursuant to the effect of the anti-dilution provisions of these warrants, the number of warrants increased to 22,995,365. Of these warrants issued in May 2011, zero and 74,188 were unexercised as of March 31, 2017 and 2016, respectively. In February 2013, the Company issued 23,637,500 warrants as part of an underwritten public offering with an exercise price of $0.15 per warrant. Of these warrants issued in February 2013, 100 were unexercised as of March 31, 2017 and 2016. In January 2014, the Company issued 4,000,000 warrants as part of an underwritten public offering with an exercise price of $4.00 per warrant. In December 2016, as a result of additional public offerings, and pursuant to the effect of the anti-dilution provisions of these warrants, the exercise price of the $4.00 warrants was reduced to $0.65. Of these warrants issued in January 2014, none have been exercised as of March 31, 2017 and 2016. During April 2017, all 4,000,000 warrants were exercised, as discussed in Note 12, Subsequent Events. In December 2016, the Company issued 10,501,500 warrants as part of two concurrent underwritten public offerings with an exercise price of $1.50 per warrant. Of these warrants issued in December 2016, none have been exercised as of March 31, 2017. During April 2017, all 10,501,500 warrants were exercised, as discussed in Note 12, Subsequent Events. (3) The preferred stock amount represents the dilutive potential common shares of the Series C and D redeemable convertible preferred stock, based on the conversion price of the preferred stock as of March 31, 2017 and 2016, respectively. Of the 10,431 Series C redeemable preferred stock issued in May 16, 2013, 5,200 had been converted to common stock during the year ended December 31, 2013, with the remainder still outstanding. Of the 18,500 Series D redeemable convertible preferred stock issued on December 22, 2016, 3,700 shares have been redeemed during the three months ended March 31, 2017, with the remainder still outstanding. During April 2017, all of the outstanding shares were converted, as discussed in Note 12, Subsequent Events. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2017 | |
Inventory. | |
Inventory | 4. Inventory Inventory as of March 31, 2017 and December 31, 2016 consists of the following (in thousands): March 31, 2017 December 31, 2016 Raw materials and supplies $ 27,507 $ 26,298 Work-in-process 3,884 1,865 Finished goods 2,335 1,777 $ 33,726 $ 29,940 |
Leased Property
Leased Property | 3 Months Ended |
Mar. 31, 2017 | |
Leased Property | |
Leased Property | 5. Leased Property Leased property at March 31, 2017 and December 31, 2016 consists of the following (in thousands): March 31, December 31, 2017 2016 Leased property $ 67,940 $ 58,604 Less: accumulated depreciation (6,083) (4,544) Leased property, net $ 61,857 $ 54,060 Depreciation expense related to leased property was $1.5 million and $0.2 million for the three months ended March 31, 2017 and 2016, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6. Long-Term Debt NY Green Bank Loan On December 23, 2016, the Company, and its subsidiaries Emerging Power Inc. and Emergent Power Inc. entered into a loan and security agreement with NY Green Bank, a Division of the New York State Energy Research & Development Authority (NY Green Bank), pursuant to which NY Green Bank made available to the Company a secured term loan facility in the amount of $25.0 million (Term Loan Facility), subject to certain terms and conditions. The Company borrowed $25.0 million upon closing and incurred costs of $1.2 million. At March 31, 2017, the outstanding principal balance under the Term Loan Facility was $25.0 million. The fair value of the Term Loan Facility approximates the carrying value as of March 31, 2017. Advances under the Term Loan Facility bear interest at a rate equal to the sum of (i) the LIBOR rate for the applicable interest period, plus (ii) the credit default swap index coupon for the applicable interest period, plus (iii) 6.00% per annum. The interest rate at March 31, 2017 was approximately 11.3%. The term of the loan is three years, with a maturity date of December 23, 2019. Estimated principal payments will approximately be $3.0 million, $8.4 million, and $13.6 million during the years ended December 31, 2017, 2018, and 2019, respectively. These payments will be funded by restricted cash released, as described in Note 11, Commitments and Contingencies. Interest and a varying portion of the principal amount is payable on a quarterly basis and the entire then outstanding principal balance of the Term Loan Facility, together with all accrued and unpaid interest, is due and payable on the maturity date. On the maturity date, the Company may also be required to pay additional fees of up to $1.0 million if the Company is unable to meet certain goals related to the deployment of fuel cell systems in the State of New York and increasing the Company’s number of full-time employees in the State of New York. The Term Loan Facility is secured by substantially all of the Company’s and the guarantor subsidiaries’ assets, including, among other assets, all intellectual property, all securities in domestic subsidiaries and 65% of the securities in foreign subsidiaries, subject to certain exceptions and exclusions. The Term Loan Facility contains covenants, including, among others, (i) the provision of annual and quarterly financial statements, management rights and insurance policies and (ii) restrictions on incurring debt, granting liens, making acquisitions, making loans, paying dividends, dissolving, and entering into leases and asset sales. The Term Loan Facility also provides for events of default, including, among others, payment, bankruptcy, covenant, representation and warranty, change of control, judgment and material adverse effect defaults at the discretion of the lender. The Term Loan Facility provides that if there is an event of default due to the Company’s insolvency or if the Company fails to perform, in any material respect, the servicing requirements for fuel cell systems under certain customer agreements, which failure would entitle the customer to terminate such customer agreement, replace the Company or withhold the payment of any material amount to the Company under such customer agreement, then the NY Green Bank has the right to cause a wholly owned subsidiary of the Company to replace the Company in performing the maintenance services under such customer agreement. |
Accrual for Loss Contracts Rela
Accrual for Loss Contracts Related to Service | 3 Months Ended |
Mar. 31, 2017 | |
Accrual For Loss Contract Related to Service | |
Accruals for Loss Contracts Related to Service | 7. Accrual for Loss Contracts Related to Service The following table summarizes activity related to the accrual for loss contracts related to service during the three months ended March 31, 2017 and 2016, respectively (in thousands): Three months ended March 31, 2017 March 31, 2016 Beginning balance $ 752 $ 10,050 Reductions for losses realized (752) (1,748) Ending balance $ - $ 8,302 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes. | |
Income Taxes | 9. Income Taxes The deferred tax asset generated from the Company’s net operating loss has been offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carry forward will not be realized. The Company also recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. During the three months ended March 31, 2016, the Company released its liability for unrecognized tax benefits of $392 thousand, as the related statute of limitations has expired. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements. | |
Fair Value Measurements | 10. Fair Value Measurements The Company’s common stock warrant liability represents the only financial instrument measured at fair value on a recurring basis in the unaudited interim consolidated balance sheets. The fair value measurement is determined by using Level 3 inputs due to the lack of active and observable markets that can be used to price identical assets. Level 3 inputs are unobservable inputs and should be used to determine fair value only when observable inputs are not available. Unobservable inputs should be developed based on the best information available in the circumstances, which might include internally generated data and assumptions being used to price the asset or liability. Fair value of the common stock warrant liability is based on the Black-Scholes pricing model which is based, in part, upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company used the following assumptions for its common stock warrants: Three months ended March 31, 2017 March 31, 2016 Risk-free interest rate 1.01% - 2.01% 0.30% - 1.04% Volatility 62.0% - 105.20% 56.47% - 108.92% Expected average term 0.89 - 5.23 0.17 - 2.79 There was no expected dividend yield for the warrants granted. If factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. Generally, as the market price of our common stock increases, the fair value of the warrant increases, and conversely, as the market price of our common stock decreases, the fair value of the warrant decreases. Also, a significant increase in the volatility of the market price of the Company’s common stock, in isolation, would result in a significantly higher fair value measurement; and a significant decrease in volatility would result in a significantly lower fair value measurement. The following table shows the activity in the common stock warrant liability (in thousands): Three months ended Common stock warrant liability March 31, 2017 March 31, 2016 Beginning of period $ 11,387 $ 5,735 Change in fair value of common stock warrants 2,280 (1,278) Exercise of common stock warrants — (140) End of period $ 13,667 $ 4,317 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 11. Commitments and Contingencies Operating Leases As of March 31, 2017 and December 31, 2016, the Company has several non-cancelable operating leases (as lessor and as lessee), primarily associated with sale/leaseback transactions that are partially secured by restricted cash (see also Note 1) as summarized below. These leases expire over the next six years. Minimum rent payments under operating leases are recognized on a straight‑line basis over the term of the lease. Leases where the Company is the lessor contain termination clauses with associated penalties, the amount of which cause the likelihood of cancelation to be remote. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of March 31, 2017 are (in thousands): As Lessor As Lessee Remainder of 2017 $ 13,882 $ 9,256 2018 18,510 12,125 2019 18,313 10,936 2020 17,157 9,802 2021 12,922 5,535 2022 and thereafter 4,193 759 Total future minimum lease payments $ 84,977 $ 48,413 Rental expense for all operating leases was $3.3 million for the three months ended March 31, 2017 and 2016. At March 31, 2017 and December 31, 2016, prepaid rent and security deposits associated with sale/leaseback transactions were $11.7 million and $11.8 million, respectively. At March 31, 2017, $1.9 million of the amount is included in prepaid expenses and other current assets and $9.8 million was included in other assets on the unaudited interim consolidated balance sheet. At December 31, 2016, $1.9 million of this amount was included in prepaid expenses and other current assets and $9.9 million was included in other assets on the consolidated balance sheet. Finance Obligations During the three months ended March 31, 2017, the Company entered into a sale/leaseback transaction, which was accounted for as a capital lease and reported as part of finance obligations on the Company’s unaudited interim consolidated balance sheet. The outstanding balance of these finance obligations at March 31, 2017 was $32.2 million. The fair value of the finance obligation approximates the carrying value as of March 31, 2017. Future minimum lease payments under non-cancelable capital leases (with initial or remaining lease terms in excess of one year) as of March 31, 2017 are (in thousands): Total Imputed Net Present Payments Interest Value Remainder of 2017 $ 16,631 $ 3,236 $ 13,395 2018 11,817 2,162 9,655 2019 3,600 1,499 2,101 2020 3,600 1,135 2,465 2021 3,600 711 2,889 2022 and thereafter 1,908 175 1,733 Total future minimum lease payments $ 41,156 $ 8,918 $ 32,238 In prior years, the Company received cash for future services to be performed associated with certain sale/leaseback transactions and recorded the balance as a finance obligation. The outstanding balance of this obligation at March 31, 2017 and December 31, 2016 is $12.3 million and $12.8 million, respectively. The amount is amortized using the effective interest method. The fair value of this finance obligation approximates the carrying value as of March 31, 2017. The Company has a capital lease associated with its property in Latham, New York. Liabilities relating to this agreement of $2.3 million and $2.4 million have been recorded as a finance obligation, in the accompanying unaudited interim consolidated balance sheets as of March 31, 2017 and December 31, 2016, respectively. The fair value of this finance obligation approximates the carrying value as of March 31, 2017. Restricted Cash The Company has entered into sale/leaseback agreements associated with its products and services. In connection with these agreements, cash of $52.9 million is required to be restricted as security and will be released over the lease term. The Company has additional letters of credit backed by security deposits as disclosed in the Operating Leases section above. The Company also has letters of credit in the aggregate amount of $1.0 million associated with an agreement to provide hydrogen infrastructure and hydrogen to a customer at its distribution center and with a finance obligation from the sale/leaseback of its building. Cash collateralizing these letters of credit is also considered restricted cash. Litigation Legal matters are defended and handled in the ordinary course of business. The Company has established accruals for matters for which management considers a loss to be probable and reasonably estimable. It is the opinion of management that facts known at the present time do not indicate that such litigation, after taking into account insurance coverage and the aforementioned accruals, will have a material adverse impact on our results of operations, financial position, or cash flows. Concentrations of credit risk Concentrations of credit risk with respect to receivables exist due to the limited number of select customers with whom the Company has initial commercial sales arrangements. To mitigate credit risk, the Company performs appropriate evaluation of a prospective customer’s financial condition. At March 31, 2017, one customer comprises approximately 35.6% of the total accounts receivable balance. At December 31, 2016, two customers comprise approximately 59.9% of the total accounts receivable balance, with each customer individually representing 40.0% and 19.9% of total accounts receivable, respectively. For the three months ended March 31, 2017, 53.4% of total consolidated revenues were associated primarily with Walmart. For the three months ended March 31, 2016, 47.7% of total consolidated revenues were associated primarily with Walmart. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events Exercise of Common Stock Warrants On April 12, 2017, the Company and Tech Opportunities LLC (“Tech Opps”) entered into an agreement, pursuant to which Tech Opps exercised in full its warrants to purchase an aggregate of 10,501,500 shares of Common Stock, at an exercise price of $1.50 per share, and the Company issued to Tech Opps warrants to acquire up to 5,250,750 shares of common stock at an exercise price of $2.69 per share. The aggregate cash exercise price paid to the Company pursuant to the exercise of the existing warrants was $15.8 million. During April 2017, the 4,000,000 warrants issued in January 2014 as part of an underwritten public offering with Heights Capital Management Inc., were exercised in full to purchase an aggregate of 4,000,000 shares of Common Stock, at an exercise price negotiated to be $0.65 per share. Conversion of Series D Preferred Stock On April 5, 2017, all of the outstanding shares of Series D Preferred Stock, were converted into an aggregate of 9,548,393 shares of Common Stock, at a conversion price of $1.55. The conversion was done at the election of the holder in accordance with the terms of the offering. No shares of Series D Preferred Stock remain outstanding. Amazon.com, Inc. Transaction Agreement On April 4, 2017, the Company and Amazon.com, Inc. (“Amazon”) entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant to acquire up to 55,286,696 shares of Common Stock, subject to certain vesting events (the “Warrant Shares”). The Company and Amazon entered into the 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 future purchase orders for the Company’s fuel cell technology. The vesting of the warrant shares, is linked to payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the existing commercial agreements. At Market Issuance Sales Agreement On April 3, 2017, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with FBR Capital Markets & Co., as sales agent (“FBR”), pursuant to which the Company may offer and sell, from time to time through FBR, shares of common stock par value $0.01 per share having an aggregate offering price of up to $75.0 million. During April 2017, the Company issued 8,067,152 shares of Common Stock and raised net proceeds, after underwriting discounts and commissions and other fees and expenses, of $18.2 million, pursuant to the Sales Agreement. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (GAAP), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, filed for the fiscal year ended December 31, 2016. The information presented in the accompanying unaudited interim consolidated balance sheet as of December 31, 2016 has been derived from the Company’s December 31, 2016 audited consolidated financial statements. All other information has been derived from the unaudited interim consolidated financial statements of the Company. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under arrangements for products and services, which may include the sale of products and related services, including revenue from installation, service and maintenance, spare parts, hydrogen fueling services (which may include hydrogen supply as well as hydrogen fueling infrastructure) and leased units. The Company also recognizes revenue under research and development contracts, which are primarily cost reimbursement contracts associated with the development of PEM fuel cell technology. The Company enters into revenue arrangements that may contain a combination of fuel cell systems and infrastructure, installation, service, maintenance, spare parts, and other support services. Revenue arrangements containing fuel cell systems and related infrastructure may be sold, or provided to customers under a PPA. Sales of and Services Performed on Fuel Cell Systems and Related Infrastructure When sold to customers, the Company accounts for each separate deliverable of these multiple deliverable arrangements as a separate unit of accounting if the delivered item or items have value to the customer on a standalone basis. The Company considers a deliverable to have standalone value if the item is sold separately by us or another entity or if the item could be resold by the customer. The Company allocates revenue to each separate deliverable based on its relative selling price. For a majority of our deliverables, the Company determines relative selling prices using its best estimate of the selling price since vendor-specific objective evidence and third-party evidence is generally not available for the deliverables involved in its revenue arrangements due to a lack of a competitive environment in selling fuel cell technology. When determining estimated selling prices, the Company considers the cost to produce the deliverable, a reasonable gross margin on that deliverable, the selling price and profit margin for similar products and services, the Company’s ongoing pricing strategy and policies, the value of any enhancements that have been built into the deliverable and the characteristics of the varying markets in which the deliverable is sold, as applicable. The Company determines estimated selling prices for deliverables in its arrangements based on the specific facts and circumstances of each arrangement and analyzes the estimated selling prices used for its allocation of consideration of each arrangement. Once relative selling prices are determined, the Company proportionately allocates the sale consideration to each element of the arrangement. The allocated sales consideration related to fuel cell systems and infrastructure, spare parts, and hydrogen infrastructure is recognized as revenue at shipment if title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, the sales price is fixed or determinable, collection of the related receivable is reasonably assured, and customer acceptance criteria, if any, have been successfully demonstrated. The allocated sales consideration related to service and maintenance is generally recognized as revenue on a straight-line basis over the term of the contract, as appropriate. For those customers who do not purchase an extended maintenance contract, 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. Only a limited number of fuel cell units are under standard warranty. In a vast majority of its commercial transactions, the Company sells extended maintenance contracts that generally provide for a five to ten year warranty from the date of product installation. These types of contracts are accounted for as a separate deliverable, and accordingly, revenue generated from these transactions is deferred and recognized in income over the warranty period, generally on a straight-line basis. Additionally, the Company may enter into annual service and extended maintenance contracts that are billed monthly. Revenue generated from these transactions is recognized in income on a straight-line basis over the term of the contract. Costs are recognized as incurred over the term of the contract. When costs are projected to exceed revenues on the life of the contract, an accrual for loss contracts is recorded. Costs are estimated based upon historical experience, contractual agreements and the estimated impact of the Company’s cost reduction initiatives. The actual results may differ from these estimates. Power Purchase Agreements 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, related infrastructure, and service are sold to the third-party financial institution and leased back to the Company through either an operating or capital lease. During 2017 and 2016, the Company’s sale/leaseback transactions with third-party financial institutions were required to be accounted for as capital leases under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Subtopic 840-40, Leases – Sale/Leaseback Transactions (ASC Subtopic 840-40). As a result, no upfront revenue was recognized at the closing of these transactions and a finance obligation for each lease was established. The fuel cell systems and related infrastructure that are provided to customers through these PPAs are considered leased property on the accompanying unaudited interim consolidated balance sheet. Costs to service the leased property are considered cost of PPA revenue on the accompanying unaudited interim consolidated statement of operations. All PPAs entered into through December 31, 2015 had a corresponding sale-leaseback transaction with a third-party financial institution, which was required to be accounted for as an operating lease. The Company accounts for sale/leaseback transactions as operating leases in accordance with ASC Subtopic 840-40. The Company has rental expense associated with sale/leaseback agreements with financial institutions that were entered into commensurate with the PPAs. Rental expense is recognized on a straight-line basis over the life of the agreements and is characterized as cost of PPA revenue on the accompanying unaudited interim consolidated statement of operations. Fuel Delivered to Customers The Company purchases hydrogen fuel from suppliers and sells to its customers upon delivery. Revenue and cost of revenue related to this fuel is recorded as dispensed, and included in the respective “Fuel delivered to customers” lines on the unaudited interim consolidated statements of operations. |
Research and Development. | Research and Development Contracts Contract accounting is used for research and development contract revenue. The Company generally shares in the cost of these programs with cost sharing percentages ranging from 30% to 50% of total project costs. Revenue from time and material contracts is recognized on the basis of hours expended plus other reimbursable contract costs incurred during the period and is included within the “other” revenue line on the consolidated statement of operations. All allowable work performed through the end of each calendar quarter is billed, subject to limitations in the respective contracts. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of money market accounts with an initial term of less than three months. At March 31, 2017 and December 31, 2016, cash equivalents consist of money market accounts. For purposes of the unaudited interim consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits. |
Common Stock Warrant Accounting | Common Stock Warrant Accounting The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. In compliance with applicable securities law, registered common stock warrants that require the issuance of registered shares upon exercise and do not sufficiently preclude an implied right to cash settlement are accounted for as derivative liabilities. We currently classify these derivative warrant liabilities on the accompanying unaudited interim consolidated balance sheets as a long-term liability, which is revalued at each balance sheet date subsequent to the initial issuance using the Black-Scholes pricing model. The Black-Scholes pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requires the Company to develop its own assumptions. Changes in the fair value of the warrants are reflected in the accompanying unaudited interim consolidated statements of operations as change in fair value of common stock warrant liability. |
Use of Estimates | Use of Estimates The unaudited interim consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Reclassifications are made, whenever necessary, to prior period financial statements to conform to the current period presentation. These reclassifications did not have a net impact the results of operations or net cash flows in the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, an accounting update was issued to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This accounting update is effective for years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the impact this update will have on the consolidated financial statements. In November 2016, an accounting update was issued to reduce the existing diversity in the classification and presentation of changes in restricted cash on the statement of cash flows. This accounting update is effective for years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact this update will have on the consolidated financial statements. In October 2016, an accounting update was issued to simplify how an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of this update are intellectual property and property, plant, and equipment. This accounting update is effective for the annual periods beginning after December 15, 2017 and interim periods within those years. The Company is evaluating the impact this update will have on the consolidated financial statements. In August 2016, an accounting update was issued to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This accounting update is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact this update will have on the consolidated financial statements. In February 2016, an accounting update was issued which requires balance sheet recognition for operating leases, among other changes to previous lease guidance. This accounting update is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the impact this update will have on the consolidated financial statements. In June 2014, an accounting update was issued that replaces the existing revenue recognition framework regarding contracts with customers. In July 2015, the FASB announced a one year delay in the required adoption date from January 1, 2017 to January 1, 2018. The Company has established an internal implementation team to oversee the adoption of the new standard. To date the Company has identified relevant arrangements and performance obligations and is assessing the impact of the new guidance. Evaluation is ongoing and it is too early to provide an assessment of the impact. The Company anticipates providing information about the impacts of adoption in the coming quarters. The Company is also evaluating whether to adopt the guidance using the full or modified retrospective basis, and will likely make that determination during the first half of 2017. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share. | |
Schedule of potential dilutive common shares | At March 31, 2017 2016 Stock options outstanding (1) 14,857,592 11,693,286 Restricted stock outstanding 13,333 204,444 Common stock warrants (2) 14,501,600 4,074,288 Preferred stock (3) 15,102,981 5,554,594 Number of dilutive potential common shares 44,475,506 21,526,612 (1) During the three months ended March 31, 2017 and 2016, the Company granted 136,352 and 15,000 stock options, respectively. (2) In May 2011, the Company issued 7,128,563 warrants as part of an underwritten public offering with an exercise price of $0.93 per warrant. As a result of additional public offerings, and pursuant to the effect of the anti-dilution provisions of these warrants, the number of warrants increased to 22,995,365. Of these warrants issued in May 2011, zero and 74,188 were unexercised as of March 31, 2017 and 2016, respectively. In February 2013, the Company issued 23,637,500 warrants as part of an underwritten public offering with an exercise price of $0.15 per warrant. Of these warrants issued in February 2013, 100 were unexercised as of March 31, 2017 and 2016. In January 2014, the Company issued 4,000,000 warrants as part of an underwritten public offering with an exercise price of $4.00 per warrant. In December 2016, as a result of additional public offerings, and pursuant to the effect of the anti-dilution provisions of these warrants, the exercise price of the $4.00 warrants was reduced to $0.65. Of these warrants issued in January 2014, none have been exercised as of March 31, 2017 and 2016. During April 2017, all 4,000,000 warrants were exercised, as discussed in Note 12, Subsequent Events. In December 2016, the Company issued 10,501,500 warrants as part of two concurrent underwritten public offerings with an exercise price of $1.50 per warrant. Of these warrants issued in December 2016, none have been exercised as of March 31, 2017. During April 2017, all 10,501,500 warrants were exercised, as discussed in Note 12, Subsequent Events. (3) The preferred stock amount represents the dilutive potential common shares of the Series C and D redeemable convertible preferred stock, based on the conversion price of the preferred stock as of March 31, 2017 and 2016, respectively. Of the 10,431 Series C redeemable preferred stock issued in May 16, 2013, 5,200 had been converted to common stock during the year ended December 31, 2013, with the remainder still outstanding. Of the 18,500 Series D redeemable convertible preferred stock issued on December 22, 2016, 3,700 shares have been redeemed during the three months ended March 31, 2017, with the remainder still outstanding. During April 2017, all of the outstanding shares were converted, as discussed in Note 12, Subsequent Events. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory. | |
Schedule of Inventory | Inventory as of March 31, 2017 and December 31, 2016 consists of the following (in thousands): March 31, 2017 December 31, 2016 Raw materials and supplies $ 27,507 $ 26,298 Work-in-process 3,884 1,865 Finished goods 2,335 1,777 $ 33,726 $ 29,940 |
Leased Property (Tables)
Leased Property (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Leased Property | |
Schedule of Leased Property | Leased property at March 31, 2017 and December 31, 2016 consists of the following (in thousands): March 31, December 31, 2017 2016 Leased property $ 67,940 $ 58,604 Less: accumulated depreciation (6,083) (4,544) Leased property, net $ 61,857 $ 54,060 |
Accrual for Loss Contracts Re23
Accrual for Loss Contracts Related to Service (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accrual For Loss Contract Related to Service | |
Summary of accrual for loss contracts | The following table summarizes activity related to the accrual for loss contracts related to service during the three months ended March 31, 2017 and 2016, respectively (in thousands): Three months ended March 31, 2017 March 31, 2016 Beginning balance $ 752 $ 10,050 Reductions for losses realized (752) (1,748) Ending balance $ - $ 8,302 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements. | |
Assumptions used to calculate common stock warrants | Three months ended March 31, 2017 March 31, 2016 Risk-free interest rate 1.01% - 2.01% 0.30% - 1.04% Volatility 62.0% - 105.20% 56.47% - 108.92% Expected average term 0.89 - 5.23 0.17 - 2.79 |
Schedule of activity in the common stock warrant liability | The following table shows the activity in the common stock warrant liability (in thousands): Three months ended Common stock warrant liability March 31, 2017 March 31, 2016 Beginning of period $ 11,387 $ 5,735 Change in fair value of common stock warrants 2,280 (1,278) Exercise of common stock warrants — (140) End of period $ 13,667 $ 4,317 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies. | |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of March 31, 2017 are (in thousands): As Lessor As Lessee Remainder of 2017 $ 13,882 $ 9,256 2018 18,510 12,125 2019 18,313 10,936 2020 17,157 9,802 2021 12,922 5,535 2022 and thereafter 4,193 759 Total future minimum lease payments $ 84,977 $ 48,413 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments under non-cancelable capital leases (with initial or remaining lease terms in excess of one year) as of March 31, 2017 are (in thousands): Total Imputed Net Present Payments Interest Value Remainder of 2017 $ 16,631 $ 3,236 $ 13,395 2018 11,817 2,162 9,655 2019 3,600 1,499 2,101 2020 3,600 1,135 2,465 2021 3,600 711 2,889 2022 and thereafter 1,908 175 1,733 Total future minimum lease payments $ 41,156 $ 8,918 $ 32,238 |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Liquidity | ||||||
Net loss attributable to common shareholders | $ 24,065 | $ 11,780 | $ 57,600 | $ 55,800 | $ 88,600 | |
Accumulated deficit | 1,078,541 | 1,051,467 | ||||
Net cash used in operating activities | 23,859 | 6,916 | ||||
Net loss attributable to the Company | (24,039) | (11,754) | ||||
Noncash gains | 7,000 | |||||
Cash and cash equivalents | 11,765 | 66,882 | 46,014 | $ 63,961 | ||
Net working capital | 10,400 | $ 44,400 | ||||
Net cash used in investing activities | (786) | 23,396 | ||||
Remaining lease payment | $ 48,413 | |||||
Proceeds from exercise of warrants | $ 109 | |||||
Subsequent event | ||||||
Liquidity | ||||||
Net proceeds from public offering | $ 18,200 | |||||
Proceeds from exercise of warrants | $ 18,400 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Revenue Recognition | |
Minimum term of extended warranty contracts sold | 5 years |
Maximum term of extended warranty contracts sold | 10 years |
Sale/leaseback transactions | |
Lease Term | 6 years |
Minimum | |
Research and Development. | |
Cost Sharing Percentages of research and development contracts | 30.00% |
Maximum | |
Research and Development. | |
Cost Sharing Percentages of research and development contracts | 50.00% |
Earnings Per Share - Anti-dilut
Earnings Per Share - Anti-dilutive Shares (Details) - $ / shares | Dec. 22, 2016 | May 16, 2013 | Apr. 30, 2017 | Dec. 31, 2016 | Jan. 31, 2014 | Feb. 28, 2013 | May 31, 2011 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2013 | Apr. 12, 2017 | Apr. 05, 2017 |
Earnings Per Share | ||||||||||||
Number of dilutive potential common shares | 44,475,506 | 21,526,612 | ||||||||||
Stock options | ||||||||||||
Earnings Per Share | ||||||||||||
Stock options granted | 136,352 | 15,000 | ||||||||||
Subsequent event | ||||||||||||
Earnings Per Share | ||||||||||||
Exercise price of warrants (in dollars per share) | $ 2.69 | |||||||||||
Warrants issued in May, 2011 | ||||||||||||
Earnings Per Share | ||||||||||||
Number of warrants issued (in shares) | 7,128,563 | |||||||||||
Warrants outstanding (in shares) | 22,995,365 | |||||||||||
Number of warrants unexercised (in shares) | 0 | 74,188 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 0.93 | |||||||||||
Warrants issued in February, 2013 | ||||||||||||
Earnings Per Share | ||||||||||||
Number of warrants issued (in shares) | 23,637,500 | |||||||||||
Number of warrants unexercised (in shares) | 100 | 100 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 0.15 | |||||||||||
Warrants issued in January, 2014 | ||||||||||||
Earnings Per Share | ||||||||||||
Number of warrants issued (in shares) | 4,000,000 | |||||||||||
Exercise price of warrants (in dollars per share) | $ 4 | |||||||||||
Warrants issued in January, 2014 | Subsequent event | ||||||||||||
Earnings Per Share | ||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.65 | |||||||||||
Warrants issued in December 2016 | ||||||||||||
Earnings Per Share | ||||||||||||
Number of warrants issued (in shares) | 10,501,500 | |||||||||||
Number of warrants exercised (in shares) | 0 | |||||||||||
Exercise price of warrants (in dollars per share) | $ 1.50 | |||||||||||
Warrants issued in December 2016 | Subsequent event | ||||||||||||
Earnings Per Share | ||||||||||||
Number of warrants exercised (in shares) | 10,501,500 | |||||||||||
Exercise price of warrants (in dollars per share) | $ 1.50 | |||||||||||
Series C redeemable convertible preferred stock. | ||||||||||||
Earnings Per Share | ||||||||||||
Stock options granted | 10,431 | |||||||||||
Number of preferred shares that had been converted to common stock | 5,200 | |||||||||||
Series D Redeemable Convertible Preferred Stock | ||||||||||||
Earnings Per Share | ||||||||||||
Stock options granted | 18,500 | |||||||||||
Number of preferred shares that had been converted to common stock | 3,700 | |||||||||||
Series D Redeemable Convertible Preferred Stock | Subsequent event | ||||||||||||
Earnings Per Share | ||||||||||||
Exercise price of warrants (in dollars per share) | $ 1.55 | |||||||||||
Stock options | ||||||||||||
Earnings Per Share | ||||||||||||
Number of dilutive potential common shares | 14,857,592 | 11,693,286 | ||||||||||
Restricted stock | ||||||||||||
Earnings Per Share | ||||||||||||
Number of dilutive potential common shares | 13,333 | 204,444 | ||||||||||
Warrants | ||||||||||||
Earnings Per Share | ||||||||||||
Number of dilutive potential common shares | 14,501,600 | 4,074,288 | ||||||||||
Preferred stock | ||||||||||||
Earnings Per Share | ||||||||||||
Number of dilutive potential common shares | 15,102,981 | 5,554,594 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory. | ||
Raw materials and supplies | $ 27,507 | $ 26,298 |
Work-in-process | 3,884 | 1,865 |
Finished goods | 2,335 | 1,777 |
Total inventory | $ 33,726 | $ 29,940 |
Leased Property (Details)
Leased Property (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Less: accumulated depreciation | $ (6,083) | $ (4,544) | |
Leased property under capital lease, net | 61,857 | 54,060 | |
Leased property. | |||
Leased property under capital lease | 67,940 | 58,604 | |
Less: accumulated depreciation | (6,083) | (4,544) | |
Leased property under capital lease, net | 61,857 | $ 54,060 | |
Depreciation | $ 1,500 | $ 200 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 23, 2016 | Mar. 31, 2017 |
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs | $ 147 | |
NY Green Bank | ||
Debt Instrument [Line Items] | ||
Loan Amount | $ 25,000 | |
Long-term borrowings | 25,000 | $ 25,000 |
Debt issuance costs | $ 1,200 | |
Interest rate spread (as a percent) | 6.00% | |
Effective interest rate (as a percent) | 11.30% | |
Term of loan agreement | 3 years | |
2,017 | $ 3,000 | |
2,018 | 8,400 | |
2,019 | 13,600 | |
End of term charge | $ 1,000 | |
Percent of securities in foreign subsidiaries guaranteed to secure debt | 65.00% |
Accrual for Loss Contracts Re32
Accrual for Loss Contracts Related to Service (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accrual For Loss Contract Related to Service | ||
Beginning balance | $ 752 | $ 10,050 |
Reduction for losses realized | $ (752) | (1,748) |
Ending balance | $ 8,302 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 12, 2017 | Apr. 05, 2017 | Jan. 26, 2017 | Dec. 31, 2016 | Mar. 31, 2017 |
Redeemable preferred stock | |||||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Payments for redemption of preferred stock | $ 3,700 | ||||
Proceeds from Issuance of Warrants | $ 15,800 | ||||
Series C Redeemable Convertible Preferred Stock | |||||
Redeemable preferred stock | |||||
Redeemable stock issued, stated value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Shares sold by shareholders (in shares) | 2,620 | ||||
Redeemable convertible Preferred Stock, shares outstanding | 5,231 | 5,231 | |||
Series C Redeemable Convertible Preferred Stock | Air Liquide | |||||
Redeemable preferred stock | |||||
Redeemable convertible Preferred Stock, shares outstanding | 2,611 | ||||
Series C Redeemable Convertible Preferred Stock | FiveT Capital Holding AG | |||||
Redeemable preferred stock | |||||
Redeemable convertible Preferred Stock, shares outstanding | 1,750 | ||||
Series C Redeemable Convertible Preferred Stock | FiveMore Special Situations Fund Limited | |||||
Redeemable preferred stock | |||||
Redeemable convertible Preferred Stock, shares outstanding | 870 | ||||
Series D Redeemable Convertible Preferred Stock | |||||
Redeemable preferred stock | |||||
Shares issued (in shares) | 18,500 | ||||
Redeemable stock issued, stated value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Shares of common stock that can be purchased from warrants issued in an underwritten public offering (in shares) | 7,381,500 | ||||
Net proceeds from public offering | $ 15,600 | ||||
Shares redeemed (in shares) | 3,700 | ||||
Payments for redemption of preferred stock | $ 3,700 | ||||
Conversion price per share | $ 1.55 | ||||
Shares issued upon conversion of redeemable stock (in shares) | 9,548,393 | ||||
Redeemable convertible Preferred Stock, shares outstanding | 0 | 18,500 | 14,800 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Income Taxes. | |
Unrecognized tax benefits released due to expiration of stature of limitations | $ 392 |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation Technique (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Valuation technique for assets measured and recorded at fair value | ||
Expected dividend yield (as a percent) | 0.00% | |
Minimum | ||
Valuation technique for assets measured and recorded at fair value | ||
Risk-free interest rate (as a percent) | 1.01% | 0.30% |
Volatility (as a percent) | 62.00% | 56.47% |
Expected average term | 10 months 21 days | 2 months 1 day |
Maximum | ||
Valuation technique for assets measured and recorded at fair value | ||
Risk-free interest rate (as a percent) | 2.01% | 1.04% |
Volatility (as a percent) | 105.20% | 108.92% |
Expected average term | 5 years 2 months 23 days | 2 years 9 months 15 days |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Instruments Reconciliation (Details) - Warrants - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Reconciliations of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) | ||
Balance at the beginning of the period | $ 11,387 | $ 5,735 |
Change in fair value of common stock warrants | 2,280 | (1,278) |
Exercise of common stock warrants | (140) | |
Balance at the end of the period | $ 13,667 | $ 4,317 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Operating Leases | |||
Lease Term | 6 years | ||
As Lessor | |||
Remainder of 2017 | $ 13,882 | ||
2,018 | 18,510 | ||
2,019 | 18,313 | ||
2,020 | 17,157 | ||
2,021 | 12,922 | ||
2022 and Thereafter | 4,193 | ||
Total future minimum lease payments | 84,977 | ||
As Lessee | |||
Remainder of 2017 | 9,256 | ||
2,018 | 12,125 | ||
2,019 | 10,936 | ||
2,020 | 9,802 | ||
2,021 | 5,535 | ||
2022 and Thereafter | 759 | ||
Total future minimum lease payments | 48,413 | ||
Rental expense and rental income for all operating leases | |||
Rental expense for all operating lease | 3,300 | $ 3,300 | |
Prepaid rent and security deposit | 11,700 | $ 11,800 | |
Prepaid expenses and other current assets | |||
Rental expense and rental income for all operating leases | |||
Prepaid rent and security deposit | 1,900 | 1,900 | |
Other assets | |||
Rental expense and rental income for all operating leases | |||
Prepaid rent and security deposit | $ 9,800 | $ 9,900 |
Commitments and Contingencies38
Commitments and Contingencies - Capital Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Restricted Cash | ||
Restricted cash | $ 52,900 | |
Letter of credit | 1,000 | |
Capital Leases | ||
Total Payments of future minimum lease payments | ||
Remainder of 2017 | 16,631 | |
2,018 | 11,817 | |
2,019 | 3,600 | |
2,020 | 3,600 | |
2,021 | 3,600 | |
2022 and Thereafter | 1,908 | |
Total future minimum lease payments | 41,156 | |
Imputed Interest of future minimum lease payments | ||
Remainder of 2017 | 3,236 | |
2,018 | 2,162 | |
2,019 | 1,499 | |
2,020 | 1,135 | |
2,021 | 711 | |
2022 and Thereafter | 175 | |
Total future minimum lease payments: Imputed Interest | 8,918 | |
Net Present Value of future minimum lease payments | ||
Remainder of 2017 | 13,395 | |
2,018 | 9,655 | |
2,019 | 2,101 | |
2,020 | 2,465 | |
2,021 | 2,889 | |
2022 and Thereafter | 1,733 | |
Total future minimum lease payments: Net Present Value | 32,238 | |
Cash received for future services | 12,300 | $ 12,800 |
Long-term debt. | Capital Leases | ||
Sale Leaseback Transaction [Line Items] | ||
Sale-leaseback liability | 32,200 | |
Finance obligation | ||
Sale Leaseback Transaction [Line Items] | ||
Sale-leaseback liability | $ 2,300 | $ 2,400 |
Commitments and Contingencies39
Commitments and Contingencies - Concentrations of Credit Risk (Details) - item | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Accounts receivable. | Credit risk | |||
Customer Concentration | |||
Concentration Risk Number of Customers | 2 | ||
Concentration risk (as a percent) | 35.60% | 59.90% | |
Accounts receivable. | Credit risk | Customer one | |||
Customer Concentration | |||
Concentration risk (as a percent) | 40.00% | ||
Accounts receivable. | Credit risk | Customer two | |||
Customer Concentration | |||
Concentration risk (as a percent) | 19.90% | ||
Revenues. | Customer concentration | |||
Customer Concentration | |||
Concentration risk (as a percent) | 53.40% | 47.70% |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 12, 2017 | Apr. 05, 2017 | Apr. 03, 2017 | Apr. 30, 2017 | Apr. 04, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jan. 31, 2014 |
Subsequent Events | ||||||||
Proceeds from Issuance of Warrants | $ 15.8 | |||||||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||
Series D Redeemable Convertible Preferred Stock | ||||||||
Subsequent Events | ||||||||
Shares of common stock that can be purchased from warrants issued in an underwritten public offering (in shares) | 7,381,500 | |||||||
Warrants issued in January, 2014 | ||||||||
Subsequent Events | ||||||||
Exercise price of warrants (in dollars per share) | $ 4 | |||||||
Warrants issued in December 2016 | ||||||||
Subsequent Events | ||||||||
Exercise price of warrants (in dollars per share) | $ 1.50 | |||||||
Subsequent event | ||||||||
Subsequent Events | ||||||||
Exercise price of warrants (in dollars per share) | $ 2.69 | |||||||
Shares of common stock that can be purchased from warrants issued in an underwritten public offering (in shares) | 5,250,750 | 55,286,696 | ||||||
Common Stock, par value (in dollars per share) | $ 0.01 | |||||||
Aggregate offering price | $ 75 | |||||||
Stock Issued During Period, Shares, New Issues | 8,067,152 | |||||||
Net proceeds | $ 18.2 | |||||||
Subsequent event | Series D Redeemable Convertible Preferred Stock | ||||||||
Subsequent Events | ||||||||
Shares issued result of exercise of warrants (in shares) | 9,548,393 | |||||||
Exercise price of warrants (in dollars per share) | $ 1.55 | |||||||
Subsequent event | Warrants issued in January, 2014 | ||||||||
Subsequent Events | ||||||||
Shares issued result of exercise of warrants (in shares) | 4,000,000 | |||||||
Exercise price of warrants (in dollars per share) | $ 0.65 | |||||||
Subsequent event | Warrants issued in December 2016 | ||||||||
Subsequent Events | ||||||||
Shares issued result of exercise of warrants (in shares) | 10,501,500 | |||||||
Exercise price of warrants (in dollars per share) | $ 1.50 |