Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 07, 2021 | |
Document and Entity Information: | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 1-34392 | |
Entity Registrant Name | Plug Power Inc | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-3672377 | |
Entity Address, Address Line One | 968 ALBANY SHAKER ROAD | |
Entity Address, City or Town | LATHAM | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 12110 | |
City Area Code | 518 | |
Local Phone Number | 782-7700 | |
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | PLUG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 568,317,504 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Central Index Key | 0001093691 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,349,066 | $ 1,312,404 |
Restricted cash | 62,397 | 64,041 |
Available-for-sale securities, at fair value (amortized cost $405,168 and allowance for credit losses of $0 at March 31, 2021) | 405,260 | |
Accounts receivable | 42,632 | 43,041 |
Inventory | 187,732 | 139,386 |
Prepaid expenses and other current assets | 49,097 | 44,324 |
Total current assets | 5,096,184 | 1,603,196 |
Restricted cash | 281,665 | 257,839 |
Property, plant, and equipment, net | 82,823 | 74,549 |
Right of use assets related to finance leases, net | 11,270 | 5,724 |
Right of use assets related to operating leases, net | 124,503 | 117,016 |
Equipment related to power purchase agreements and fuel delivered to customers, net | 74,214 | 75,807 |
Goodwill | 71,964 | 72,387 |
Intangible assets, net | 38,393 | 39,251 |
Other assets | 5,225 | 5,513 |
Total assets | 5,786,241 | 2,251,282 |
Current liabilities: | ||
Accounts payable | 47,168 | 50,198 |
Accrued expenses | 28,595 | 46,083 |
Deferred revenue | 16,948 | 23,275 |
Operating lease liabilities | 18,778 | 14,314 |
Finance lease liabilities | 1,794 | 903 |
Finance obligations | 32,144 | 32,717 |
Current portion of long-term debt | 21,389 | 25,389 |
Other current liabilities | 24,997 | 29,487 |
Total current liabilities | 191,813 | 222,366 |
Deferred revenue | 40,611 | 32,944 |
Operating lease liabilities | 103,533 | 99,624 |
Finance lease liabilities | 8,507 | 4,493 |
Finance obligations | 150,647 | 148,836 |
Convertible senior notes, net | 191,768 | 85,640 |
Long-term debt | 139,870 | 150,013 |
Other liabilities | 40,429 | 40,447 |
Total liabilities | 867,178 | 784,363 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 750,000,000 shares authorized; Issued (including shares in treasury): 582,312,020 at March 31, 2021 and 473,977,469 at December 31, 2020 | 5,823 | 4,740 |
Additional paid-in capital | 6,949,938 | 3,446,650 |
Accumulated other comprehensive income | 1,420 | 2,451 |
Accumulated deficit | (1,997,684) | (1,946,488) |
Less common stock in treasury: 15,926,068 at both March 31, 2021 and December 31, 2020 | (40,434) | (40,434) |
Total stockholders' equity | 4,919,063 | 1,466,919 |
Total liabilities and stockholders' equity | $ 5,786,241 | $ 2,251,282 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheets | ||
Amortized cost, Current | $ 405,168 | |
Allowance for credit losses, Current | $ 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 582,312,020 | 473,977,469 |
Common stock in treasury, shares | 15,926,068 | 15,926,068 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net revenue: | ||
Net revenue | $ 71,958 | $ 40,819 |
Cost of revenue: | ||
Total cost of revenue | 84,129 | 50,522 |
Gross loss | (12,171) | (9,703) |
Operating expenses: | ||
Research and development | 9,742 | 4,774 |
Selling, general and administrative | 25,579 | 11,109 |
Change in fair value of contingent consideration | 790 | |
Total operating expenses | 36,111 | 15,883 |
Operating loss | (48,282) | (25,586) |
Interest | (12,266) | (11,789) |
Other expense, net | (198) | (57) |
Loss before income taxes | (60,746) | (37,432) |
Income tax benefit | 0 | 0 |
Net loss attributable to the Company | (60,746) | (37,432) |
Preferred stock dividends declared | (13) | |
Net loss attributable to common stockholders | $ (60,746) | $ (37,445) |
Net loss per share: | ||
Basic and diluted | $ (0.12) | $ (0.12) |
Weighted average number of common stock outstanding | 513,458,287 | 305,192,201 |
Sales of fuel cell systems and related infrastructure | ||
Net revenue: | ||
Net revenue | $ 46,772 | $ 20,468 |
Cost of revenue: | ||
Total cost of revenue | 28,974 | 13,974 |
Services performed on fuel cell systems and related infrastructure | ||
Net revenue: | ||
Net revenue | 6,045 | 6,521 |
Cost of revenue: | ||
Total cost of revenue | 13,086 | 10,347 |
Provision for loss contracts related to service | ||
Cost of revenue: | ||
Total cost of revenue | 1,485 | 95 |
Power Purchase Agreements | ||
Net revenue: | ||
Net revenue | 7,826 | 6,421 |
Cost of revenue: | ||
Total cost of revenue | 18,343 | 14,771 |
Fuel delivered to customers | ||
Net revenue: | ||
Net revenue | 11,127 | 7,333 |
Cost of revenue: | ||
Total cost of revenue | 22,143 | 11,254 |
Other | ||
Net revenue: | ||
Net revenue | 188 | 76 |
Cost of revenue: | ||
Total cost of revenue | $ 98 | $ 81 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net loss attributable to the Company | $ (60,746) | $ (37,432) |
Other comprehensive gain (loss) - Foreign currency translation loss | (1,123) | (236) |
Other comprehensive gain (loss) - Change in net unrealized gain on available-for-sale securities | 92 | |
Comprehensive loss attributable to the Company | (61,777) | (37,668) |
Preferred stock dividends declared | (13) | |
Comprehensive loss attributable to common stockholders | $ (61,777) | $ (37,681) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock3.75% Convertible Senior Notes | Common Stock5.5% Convertible Senior Notes | Common StockPrivate placement | Common Stock | Additional Paid-in-Capital3.75% Convertible Senior Notes | Additional Paid-in-Capital5.5% Convertible Senior Notes | Additional Paid-in-CapitalPrivate placement | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Treasury Stock | Accumulated Deficit | 3.75% Convertible Senior Notes | 5.5% Convertible Senior Notes | Private placement | Total |
Balance at Dec. 31, 2019 | $ 3,186 | $ 1,506,953 | $ 1,288 | $ (31,216) | $ (1,350,307) | $ 129,904 | |||||||||
Balance (in shares) at Dec. 31, 2019 | 318,637,560 | 15,259,045 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net loss attributable to the Company | (37,432) | (37,432) | |||||||||||||
Other comprehensive loss | (236) | (236) | |||||||||||||
Stock-based compensation | $ 2 | 3,051 | $ (8) | 3,045 | |||||||||||
Stock-based compensation (in shares) | 156,416 | 1,962 | |||||||||||||
Stock dividend | 13 | (13) | |||||||||||||
Stock dividend (in shares) | 3,857 | ||||||||||||||
Stock option exercises | $ 32 | 6,072 | 6,104 | ||||||||||||
Stock option exercises (in shares) | 3,206,185 | ||||||||||||||
Provision for common stock warrants | 2,566 | 2,566 | |||||||||||||
Accretion of discount, preferred stock | (28) | (28) | |||||||||||||
Conversion of preferred stock | $ 2 | 467 | 469 | ||||||||||||
Conversion of preferred stock (in shares) | 216,451 | ||||||||||||||
Balance at Mar. 31, 2020 | $ 3,222 | 1,519,094 | 1,052 | $ (31,224) | (1,387,752) | 104,392 | |||||||||
Balance (in shares) at Mar. 31, 2020 | 322,220,469 | 15,261,007 | |||||||||||||
Balance (Adoption of ASU 2020-06) at Dec. 31, 2020 | (130,249) | 9,550 | (120,699) | ||||||||||||
Balance at Dec. 31, 2020 | $ 4,740 | 3,446,650 | 2,451 | $ (40,434) | (1,946,488) | $ 1,466,919 | |||||||||
Balance (in shares) at Dec. 31, 2020 | 473,977,469 | 15,926,068 | 473,977,469 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net loss attributable to the Company | (60,746) | $ (60,746) | |||||||||||||
Other comprehensive loss | (1,031) | (1,031) | |||||||||||||
Stock-based compensation | 9,695 | 9,695 | |||||||||||||
Stock-based compensation (in shares) | 15,166 | ||||||||||||||
Issuance of common stock, net | $ 549 | $ 322 | $ 1,564,088 | 2,022,866 | $ 1,564,637 | 2,023,188 | |||||||||
Issuance of common stock, net (in shares) | 54,966,188 | 32,200,000 | |||||||||||||
Stock option exercises | $ 18 | 4,691 | 4,709 | ||||||||||||
Stock option exercises (in shares) | 1,758,375 | ||||||||||||||
Exercise of warrants | $ 163 | 15,282 | 15,445 | ||||||||||||
Exercise of warrants (in shares) | 16,308,978 | ||||||||||||||
Provision for common stock warrants | 1,601 | 1,601 | |||||||||||||
Conversion of Convertible Senior Notes | $ 30 | $ 1 | $ 15,155 | $ 159 | $ 15,185 | $ 160 | |||||||||
Conversion of Convertible Senior Notes (in shares) | 3,016,036 | 69,808 | |||||||||||||
Balance at Mar. 31, 2021 | $ 5,823 | $ 6,949,938 | $ 1,420 | $ (40,434) | $ (1,997,684) | $ 4,919,063 | |||||||||
Balance (in shares) at Mar. 31, 2021 | 582,312,020 | 15,926,068 | 582,312,020 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 07, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Mar. 31, 2018 | Mar. 18, 2018 |
Convertible Debt | $ 120.7 | |||||||||
Interest rate (as a percent) | 3.75% | 3.75% | ||||||||
3.75% Convertible Senior Notes | ||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | ||||||
5.5% Convertible Senior Notes | ||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Activities | ||
Net loss attributable to the Company | $ (60,746) | $ (37,432) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of long-lived assets | 5,514 | 2,991 |
Amortization of intangible assets | 364 | 175 |
Stock-based compensation | 9,695 | 3,045 |
Amortization of debt issuance costs and discount on convertible senior notes | 1,092 | 2,716 |
Provision for common stock warrants | 1,705 | 2,566 |
Benefit on service contracts | (361) | (128) |
Fair value adjustment to contingent consideration | (790) | |
Changes in operating assets and liabilities that provide (use) cash: | ||
Accounts receivable | 109 | 1,034 |
Inventory | (46,791) | (20,581) |
Prepaid expenses, and other assets | (4,641) | (10,794) |
Accounts payable, accrued expenses, and other liabilities | (23,516) | (3,374) |
Deferred revenue | 1,267 | (620) |
Net cash used in operating activities | (117,099) | (60,402) |
Investing Activities | ||
Purchases of property, plant and equipment | (9,879) | (2,507) |
Purchases of equipment related to Power Purchase Agreements and equipment related to fuel delivered to customers | (3,332) | (3,848) |
Purchase of available-for-sale securities | (405,168) | |
Net cash used in investing activities | (418,379) | (6,355) |
Financing Activities | ||
Proceeds from exercise of warrants, net of transaction costs | 15,445 | |
Proceeds from public and private offerings, net of transaction costs | 3,587,825 | |
Proceeds from exercise of stock options | 4,709 | 6,104 |
Proceeds from borrowing of long-term debt | (5,315) | |
Principal payments on long-term debt | (14,461) | |
Repayments of finance obligations | (9,806) | (5,343) |
Proceeds from finance obligations | 10,661 | 9,024 |
Net cash provided by financing activities | 3,594,373 | 4,470 |
Effect of exchange rate changes on cash | (51) | 1 |
Increase/(decrease) in cash, cash equivalents and restricted cash | 3,058,844 | (62,286) |
Cash, cash equivalents, and restricted cash beginning of period | 1,634,284 | 369,500 |
Cash, cash equivalents, and restricted cash end of period | 4,693,128 | 307,214 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 2,608 | 5,155 |
Summary of non-cash activity | ||
Recognition of right of use asset - finance leases | 5,292 | |
Recognition of right of use asset - operating leases | 12,720 | 340 |
Conversion of preferred stock to common stock | $ 441 | |
Conversion of convertible senior notes to common stock | $ 15,345 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations Plug Power is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. In our core business, we provide and continue to develop commercially viable hydrogen and fuel cell product solutions to replace lead-acid batteries in electric material handling vehicles and industrial trucks for some of the world’s largest retail-distribution and manufacturing businesses. We are focusing our efforts on industrial mobility applications, including electric forklifts and electric industrial vehicles, at multi-shift high volume manufacturing and high throughput distribution sites where we believe our products and services provide a unique combination of productivity, flexibility, and environmental benefits. Additionally, we manufacture and sell fuel cell products to replace batteries and diesel generators in stationary backup power applications. These products have proven valuable with telecommunications, transportation, and utility customers as robust, reliable, and sustainable power solutions. Our current products and services include: GenDrive: GenDrive is our hydrogen fueled Proton Exchange Membrane (“PEM”) fuel cell system providing power to material handling electric vehicles, including class 1, 2, 3 and 6 electric forklifts, Automated Guided Vehicles (“AGVs”) and ground support equipment; GenFuel: GenFuel is our liquid hydrogen fueling delivery, generation, storage, and dispensing system; GenCare: GenCare is our ongoing ‘internet of things’-based maintenance and on-site service program for GenDrive fuel cell systems, GenSure fuel cell systems, GenFuel hydrogen storage and dispensing products and ProGen fuel cell engines; GenSure: GenSure is our stationary fuel cell solution providing scalable, modular PEM fuel cell power to support the backup and grid-support power requirements of the telecommunications, transportation, and utility sectors; GenSure High Power Fuel Cell Platform will support large scale stationary power and data center markets; GenKey: GenKey is our vertically integrated “turn-key” solution combining either GenDrive or GenSure fuel cell power with GenFuel fuel and GenCare aftermarket service, offering complete simplicity to customers transitioning to fuel cell power; ProGen: ProGen is our fuel cell stack and engine technology currently used globally in mobility and stationary fuel cell systems, and as engines in electric delivery vans. This includes the Plug Power membrane electrode assembly (“MEA”), a critical component of the fuel cell stack used in zero-emission fuel cell electric vehicle engines; and GenFuel Electrolyzers: GenFuel electrolyzers are modular, scalable hydrogen generators optimized for clean hydrogen production. We provide our products worldwide through our direct product sales force, and by leveraging relationships with original equipment manufacturers (“OEMs”) and their dealer networks. Plug Power is targeting Asia and Europe for expansion in adoption. Europe has rolled out ambitious targets for the hydrogen economy and Plug Power is executing on its strategy to become one of the European leaders. This includes a targeted account strategy for material handling as well as securing strategic partnerships with European OEMs, energy companies, utility leaders and accelerating our electrolyzer business. We manufacture our commercially viable products in Latham, New York, Rochester, New York and Spokane, Washington and support liquid hydrogen generation and logistics in Charleston, Tennessee. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Restatement As previously disclosed in the Explanatory Note to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 10-K”), the Company restated its previously issued audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018 and its unaudited quarterly consolidated financial statements as of and for each of the quarterly periods ended March 31, 2020 and 2019, June 30, 2020 and 2019, September 30, 2020 and 2019 and December 31, 2019. Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q for the periods affected by the restatement have not been amended. Accordingly, investors should not rely upon the Company’s previously released financial statements for these periods and any earnings releases or other communications relating to these periods, and, for these periods, investors should rely solely on the financial statements and other financial data for the relevant periods included in the 2020 10-K. Commencing with this quarterly report on Form 10-Q, we will include in our quarterly reports for fiscal 2021 restated results for the corresponding interim periods of fiscal 2020. Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s 2020 10-K. The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2020 has been derived from the Company’s December 31, 2020 audited consolidated financial statements. There have been no changes in our accounting policies from those reported in our 2020 10-K, except for the adoption of 2020-06, as described in the Recently Adopted Accounting Guidance section. We have also expanded our accounting policy relating to cash equivalents, and available-for-sale securities as follows: Cash Equivalents The Company considers all highly-liquid debt securities with original maturities of three months or less to be cash equivalents. At March 31, 2021, cash equivalents consist of commercial paper with original maturities of three months or less. Due to their short-term nature, the carrying amounts reported in the unaudited interim condensed consolidated balance sheets approximate the fair value of cash and cash equivalents. Available-for-sale securities Available-for-sale securities is comprised of commercial paper with original maturities greater than three months and corporate bonds. We consider these securities to be Available-for-sale securities are recorded at fair value as of each balance sheet date. As of each balance sheet date, unrealized gains and losses, with the exception of credit related losses, are recorded to Accumulated Other Comprehensive Income. Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to operations. Recent Accounting Pronouncements Recently Adopted Accounting Guidance Other than the adoption of the accounting guidance mentioned i n our 2020 10-K and ASU 2020-06 On January 1, 2021, we early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) using the modified retrospective approach. Consequently, the Company’s 3.75% Convertible Senior Notes due 2025, which is referred to herein as the 3.75% Convertible Senior Notes, is now accounted for as a single liability measured at its amortized cost. This accounting change removed the impact of recognizing the equity component of the Company’s convertible notes at issuance and the subsequent accounting impact of additional interest expense from debt discount amortization. Future interest expense of the convertible notes will be lower as a result of adoption of this guidance and net loss per share will be computed using the if-converted method for convertible instruments. The cumulative effect of the accounting change upon adoption on January 1, 2021 increased the carrying amount of the 3.75% Convertible Senior Notes by $120.7 million, reduced accumulated deficit by $9.6 million and reduced additional paid-in capital by $130.2 million. Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of March 31, 2021 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions | |
Acquisitions | 3. Acquisitions Giner ELX Inc. Acquisition On June 22, 2020, the Company acquired 100% of the outstanding shares of Giner ELX, Inc. (“Giner ELX”). Giner ELX is a developer of electrolysis hydrogen generators which can be used for a variety of applications, including on-site refueling of hydrogen fuel cells. The fair value of consideration paid by the Company in connection with the Giner ELX acquisition was as follows (in thousands): Cash $ 25,820 Plug Power common stock 19,263 Contingent consideration 7,790 Total consideration $ 52,873 The contingent consideration represents the estimated fair value associated with earn-out payments of up to $16.0 million that the sellers are eligible to receive. Of the total earnout consideration, $8.0 million is related to the achievement of the Allagash earn-out, $2.0 million is associated with the receipt of certain customer opportunities (purchase orders or other contracts) by December 31, 2021, and $6.0 million is associated with the achievement of certain revenue targets for years 2021 through 2023. The Allagash earn-out is achieved when the Company has produced at least two PEM electrolyzer stacks of one megawatt each, utilizing the dry build process and meets certain technical specifications as more fully described in the merger agreement. To be fully paid, the Allagash earn-out needs to be satisfied by July 31, 2023 and will be reduced by approximately 8.33% each month beyond this date. In addition, should the earn-out revenue exceed 150% of the 2023 target, the sellers will receive warrants with a value of $5.0 million and if the earn-out revenue exceeds 200% of the 2023 revenue target, the sellers will receive warrants with a value of $10.0 million. The warrants will be exercisable within two years of issuance. In connection with the Giner ELX acquisition, the Company revised the acquisition-date fair value of contingent consideration liabilities which were determined to be measurement period adjustments and resulted in an increase in other liabilities The following table summarizes the final allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Accounts receivable $ 1,237 Inventory 4,108 Prepaid expenses and other assets 669 Property, plant and equipment 596 Identifiable intangibles 29,930 Accounts payable, accrued expenses and other liabilities (1,621) Deferred revenue (2,350) Deferred tax liability, net (5,889) Total net assets acquired, excluding goodwill $ 26,680 Identifiable intangibles consisted of developed technology, non-compete agreements, estimated in-process research and development (“IPR&D”), and customer relationships. The fair value of acquired backlog and non-complete agreements was nominal. The fair value of the acquired IPR&D related to the dry stack technology totaling $29.0 million was calculated using the multi-period excess earnings method (“MPEEM”) approach which is a variant of the income approach. The basic principle of the MPEEM approach is that a single asset, in isolation, is not capable of generating cash flow for an enterprise. Several assets are brought together and exploited to generate cash flow. Therefore, to determine cash flow from the exploitation of IPR&D, one must deduct the related expenses incurred for the exploitation of other assets used for the generation of overall cash flow and revenues. The fair value of IPR&D was estimated by discounting the net cash flow derived from the expected revenues attributable to the acquired IPR&D. The fair value of the acquired customer relationships totaling $0.4 million was calculated using a distributor method approach, which is a variant of the income approach. The fair value of wet stack technology totaling $0.4 million was determined using the relief from royalty method. In addition to identifiable intangible assets, the fair value of acquired work in process and finished goods inventory was estimated based on the estimated selling price less costs to be incurred and a market participant profit rate. Additionally, the fair value of the deferred revenue was determined using a cost build-up approach. The direct cost of fulfilling the obligation plus a normal profit margin was used to determine the value of the assumed deferred revenue liability. Included in the purchase consideration are three contingent earn-out payments (as described above): the Allagash earn-out, the customer opportunities, and the revenue targets. Due to the nature of the Allagash and customer opportunities, as outlined in the purchase agreement, a scenario-based method was used to value these contingent payments as the payments are milestone based in nature. These fair value measurements were based on unobservable inputs and are considered to be level 3 financial instruments. The revenue targets are achieved when certain revenue thresholds are met, and the catch-up provision creates path-dependency. As such, the revenue earn-out was valued using a Monte Carlo Simulation. In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $7.8 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was remeasured as of March 31, 2021 and December 31, 2020, and was estimated to be $10.4 million and $9.6 million, respectively. The increase in fair value of $0.8 million and $1.8 million was primarily due to a change in the discount rate offset by a decrease in the discount period, and was recorded as an expense in the consolidated statement of operations at March 31, 2021 and December 31, 2020, respectively. Included in Giner ELX’s net assets acquired are net deferred tax liabilities of $5.9 million. In connection of the acquisition of these net deferred tax liabilities, the Company reduced its valuation allowance by $5.2 million and recognized a tax benefit of $5.2 million during the year ended December 31, 2020. Goodwill associated with the Giner ELX acquisition was calculated as follows (in thousands): Consideration paid $ 52,873 Less: net assets acquired (26,680) Total goodwill recognized $ 26,193 The goodwill consists of the Company’s increased capabilities in green hydrogen supply through the production of electrolyzers. United Hydrogen Group Inc. Acquisition On June 18, 2020, the Company acquired 100% of the outstanding shares of United Hydrogen Group Inc. (“UHG”). UHG produces and sells liquid hydrogen. The fair value of consideration paid by the Company in connection with the UHG acquisition was as follows (in thousands): Cash $ 19,293 Plug Power Stock 30,410 Contingent consideration 1,110 Total consideration $ 50,813 Included in cash and common stock in the above table is $1.0 million of cash and $6.5 million of common stock that was paid in April 2020 to purchase a convertible note in UHG. This convertible note included terms that allowed for the reduction of the purchase price if the Company were to complete the acquisition of UHG. As such, this note was cancelled in conjunction with the closing of the UHG acquisition. A portion of the purchase price of UHG was in the form of contingent consideration. The contingent consideration is contingent on future performance related to two discrete milestones associated with the expansion of the liquefication capacity of the Charleston, Tennessee liquid hydrogen plant (the “Charleston Plant”). The Company’s liability for this contingent consideration was measured at fair value based on the Company’s expectations of achieving the expansion milestone. The expected performance was assessed by management which was discounted to present value in order to derive a fair value of the contingent consideration. This fair value measurement was based on unobservable inputs and is considered a level 3 financial instrument. Due to the milestone nature of the payments, a scenario-based method was used to value these contingent payments. The estimated fair value of the contingent consideration as of the acquisition date was $1.1 million. milestone will be met. As of March 31, 2021 and December 31, 2020, the remaining contingent consideration liability related to the UHG acquisition was $200 thousand . The following table summarizes the final allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Accounts receivable $ 444 Inventory 89 Prepaid expenses and other assets 1,152 Property, plant and equipment 41,244 Leased property 796 Identifiable intangible asset 2,338 Long-term debt (11,336) Unfavorable customer contract (15,757) Accounts payable, accrued expenses, deferred revenue and finance obligations (4,631) Total net assets acquired, excluding goodwill $ 14,339 The identifiable intangible asset consisted of developed technology, as described below in Note 9, “Intangible Assets and Goodwill.” The fair value of the developed technology totaling $2.3 million was calculated using the relief from royalty approach which is a variant of the income approach. The application of the relief from royalty approach involves estimating the value of an intangible asset by quantifying the present value of the stream of market derived royalty payments that the owner of the intangible asset is exempted or ‘relieved’ from paying. Additionally, the Company estimated the fair value of an unfavorable customer contract. The fair value of the acquired unfavorable customer contract was calculated using a with and with-out analysis which is a variant of the income approach. Cash flows were calculated using pricing per terms of the existing contract and then compared to cash flows using expected market pricing. The difference between the two cash flows was used to determine the fair value of the contract. Further, the Company assumed interest-bearing debt. The fair value of the assumed debt was calculated using the discounted cash flow method. In connection with the UHG acquisition, the Company finalized the valuation of an unfavorable customer contract and long-term debt which resulted in an increase in other liabilities of $1.9 million, a decrease in long-term debt of $1.7 million, and an increase in goodwill of $0.2 million. Goodwill associated with the UHG acquisition was calculated as follows (in thousands): Consideration paid $ 50,813 Less: net assets acquired (14,339) Total goodwill recognized $ 36,474 Goodwill recorded in connection with the Giner ELX and UHG acquisitions is not deductible for tax purposes. The results Neither the Giner ELX acquisition nor the UHG acquisition was material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. |
Extended Maintenance Contracts
Extended Maintenance Contracts | 3 Months Ended |
Mar. 31, 2021 | |
Extended Maintenance Contracts | |
Extended Maintenance Contracts | 4. Extended Maintenance Contracts On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems and related infrastructure that has been sold. We measure impairment losses at the customer contract level. The expected revenues and expenses for these contracts include all applicable expected costs of providing services over the remaining term of the contracts and the related unearned net revenue. A loss is recognized if the sum of expected costs of providing services under the contract exceeds related unearned net revenue and is recorded as a provision for loss contracts related to service in the consolidated statements of operations. A key component of these estimates is the expected future service costs. In estimating the expected future costs, the Company considers its current service cost level and applies significant judgment related to expected cost saving initiatives. The expected future cost savings will be primarily dependent upon the success of the Company’s initiatives related to increasing stack life, achieving better economies of scale for service labor, and improvements in design and operations of infrastructure. If the expected cost saving initiatives are not realized, this will increase the costs of providing services and could adversely affect our estimated contract loss accrual. The following table shows the rollforward of balance in the accrual for loss contracts, including changes due to the passage of time, additions, and changes in estimates (in thousands): March 31, December 31, 2021 2020 Beginning Balance $ 24,013 $ 3,702 Provision for Loss Accrual 1,485 35,473 Released to Service Cost of Sales (1,846) (2,348) Released to Provision for Warrants — (12,814) Ending Balance $ 23,652 $ 24,013 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share | |
Earnings Per Share | 5. Earnings Per Share Basic earnings per common stock are computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the reporting period. After January 1, 2021, the date of the adoption of ASU 2020-06, in periods when we have net income, the shares of our common stock subject to the convertible notes outstanding during the period will be included in our diluted earnings per share under the if-converted method. Since the Company is in a net loss position, all common stock equivalents would be considered to be anti-dilutive, and are therefore not included in the determination of diluted earnings per share. Accordingly, basic and diluted loss per share are the same. The potentially dilutive securities are summarized as follows: At March 31, 2021 2020 Stock options outstanding (1) 9,020,891 19,803,872 Restricted stock outstanding (2) 6,416,308 4,600,227 Common stock warrants (3) 88,264,726 110,573,392 Preferred stock (4) — 2,782,075 Convertible Senior Notes (5) 39,170,766 59,133,896 Number of dilutive potential shares of common stock 142,872,691 196,893,462 (1) During the three months ended March 31, 2021 and 2020, the Company granted 581,000 and 85,000 stock options, respectively. (2) During the three months ended March 31, 2021 and 2020, the Company granted 555,000 and zero shares of restricted stock, respectively. (3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 13, “Warrant Transaction Agreements. The warrant had been exercised with respect to 9,214,449 shares as of March 31, 2021. In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 13, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares as of March 31, 2021. (4) The preferred stock amount at March 31, 2020 represents the dilutive potential on the shares of common stock as a result of the conversion of the Series C Redeemable Convertible Preferred Stock (Series C Preferred Stock) based on the conversion price as of March 31, 2020. Of the 10,431 shares of Series C Preferred Stock issued on May 16, 2013, all shares had been converted to common stock as of December 31, 2020. (5) In March 2018, the Company issued the 5.5% Convertible Senior Notes due 2023, which is referred to herein as the 5.5% Convertible Senior Notes. In September 2019, the Company issued the 7.5% Convertible Senior Note due 2023, which we refer to herein as the 7.5% Convertible Senior Note, which was fully converted into 16.0 million shares of common stock on July 1, 2020. In May 2020, the Company issued the 3.75% Convertible Senior Notes and repurchased $66.3 million of the 5.5% Convertible Senior Notes. In the fourth quarter of 2020, $33.5 million of the remaining 5.5% Convertible Senior Notes converted into 14.6 million shares of common stock. The remaining $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted in January 2021 . During the first quarter of 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted, resulting in the issuance of 3,016,036 shares of common stock. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory | |
Inventory | 6. Inventory Inventory as of March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Raw materials and supplies - production locations $ 123,450 $ 92,221 Raw materials and supplies - customer locations 12,538 12,405 Work-in-process 46,118 29,349 Finished goods 5,626 5,411 Inventory $ 187,732 $ 139,386 |
Equipment Related to Power Purc
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | 3 Months Ended |
Mar. 31, 2021 | |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | 7. Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net Leased property at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Equipment related to power purchase agreements and fuel delivered to customers $ 90,878 $ 92,736 Less: accumulated depreciation (16,664) (16,929) Equipment related to power purchase agreements and fuel delivered to customers, net 74,214 75,807 As of March 31, 2021, the Company had deployed long-lived assets at customer sites that had associated Power Purchase Agreements (“PPAs”). These PPAs expire over the next one Depreciation expense is $1.8 million and $2.1 million for the three months ended March 31, 2021 and 2020 respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment. | |
Property, Plant and Equipment | 8. Property, Plant and Equipment Property, plant and equipment at March 31, 2021 and December 31, 2020 consists of the following (in thousands): March 31, 2021 December 31, 2020 Land 1,165 1,165 Leasehold improvements $ 1,378 $ 1,121 Software, machinery and equipment 104,071 94,449 Property, plant, and equipment 106,614 96,735 Less: accumulated depreciation (23,791) (22,186) Property, plant, and equipment, net $ 82,823 $ 74,549 Depreciation expense related to property, plant and equipment was $1.6 million and $0.9 million for the periods ended March 31, 2021 and 2020, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 9. Intangible Assets and Goodwill The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of March 31, 2021 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 10 years $ 13,092 $ (4,260) $ 8,832 Customer relationships, Non-compete agreements, Backlog & Trademark 6 years 890 (329) 561 In process research and development Indefinite 29,000 — 29,000 $ 42,982 $ (4,589) $ 38,393 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2020 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 10 years $ 13,697 $ (4,042) $ 9,655 Customer relationships, Non-compete agreements, Backlog & Trademark 6 years 890 (294) 596 In process research and development Indefinite 29,000 — 29,000 $ 43,587 $ (4,336) $ 39,251 The change in the gross carrying amount of the acquired technology from December 31, 2020 to March 31, 2021 was primarily due to foreign currency translation. Amortization expense for acquired identifiable intangible assets for the three months ended March 31, 2021 and 2020 was $0.4 million and $0.2 million, respectively. The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2021 $ 1,093 2022 1,458 2023 1,458 2024 1,436 2025 and thereafter 3,948 Total $ 9,393 Goodwill was $72.0 million and $72.4 million as of March 31, 2021 and December 31, 2020 respectively, which decreased $400 thousand due to currency translation loss for HyPulsion S.A.S., our French subsidiary goodwill. There were no impairments during the three months ended March 31, 2021 or the year ended December 31, 2020. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Long-Term Debt | |
Long-Term Debt | 10. Long-Term Debt In March 2019, the Company entered into a loan and security agreement, as amended (the “Loan Agreement”), with Generate Lending, LLC (“Generate Capital”), providing for a secured term loan facility in the amount of $100 million (the “Term Loan Facility”). During the year ended December 31, 2020, the Company, under another series of amendments to the Loan Agreement, borrowed an incremental $100.0 million. As part of the amendment to the Loan Agreement, the Company’s interest rate on the secured term loan facility was reduced to 9.50% from 12.00% per annum, and the maturity date was extended to October 31, 2025 from October 6, 2022. On March 31, 2021, the outstanding balance under the Term Loan Facility was $151.5 million. The Loan Agreement includes covenants, limitations, and events of default customary for similar facilities. Interest and a portion of the principal amount is payable on a quarterly basis. Principal payments are funded in part by releases of restricted cash, as described in Note 20, “Commitments and Contingencies.” Based on the amortization schedule as of March 31, 2021, the aforementioned loan balance under the Term Loan Facility will be fully paid by October 31, 2025. The Company is in compliance with, or has obtained waivers for, all debt covenants. The Term Loan Facility is secured by substantially all of the Company’s and the guarantor subsidiaries’ assets, including, among other assets, all intellectual property, all securities in domestic subsidiaries and 65% of the securities in foreign subsidiaries, subject to certain exceptions and exclusions. The Loan Agreement provides that if there is an event of default due to the Company’s insolvency or if the Company fails to perform in any material respect the servicing requirements for fuel cell systems under certain customer agreements, which failure would entitle the customer to terminate such customer agreement, replace the Company or withhold the payment of any material amount to the Company under such customer agreement, then Generate Capital has the right to cause Proton Services Inc., a wholly owned subsidiary of the Company, to replace the Company in performing the maintenance services under such customer agreement. As of March 31, 2021, the Term Loan Facility requires the principal balance as of each of the following dates not to exceed the following (in thousands): December 31, 2021 $ 127,317 December 31, 2022 93,321 December 31, 2023 62,920 December 31, 2024 33,692 December 31, 2025 — |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Senior Notes. | |
Convertible Senior Notes | 11. Convertible Senior Notes 3.75% Convertible Senior Notes On May 18, 2020, the Company issued $200.0 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, (“the Securities Act”). On May 29, 2020, the Company issued an additional $12.5 million in aggregate principal amount of 3.75% Convertible Senior Notes. At issuance in May 2020, the total net proceeds from the 3.75% Convertible Senior Notes were as follows: Amount (in thousands) Principal amount $ 212,463 Less initial purchasers' discount (6,374) Less cost of related capped calls (16,253) Less other issuance costs (617) Net proceeds $ 189,219 The 3.75% Convertible Senior Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The notes will mature on June 1, 2025, unless earlier converted, redeemed or repurchased in accordance with their terms. The 3.75% Convertible Senior Notes are senior, unsecured obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to any of the Company’s existing and future liabilities that are not so subordinated, including the Company’s $100 million in aggregate principal amount of the 5.5% Convertible Senior Notes, effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, of its current or future subsidiaries. Holders of the 3.75% Convertible Senior Notes may convert their notes at their option at any time prior to the close of the business day immediately preceding December 1, 2024 in the following circumstances: 1) during any calendar quarter commencing after March 31, 2021 if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; 2) during the five business days after any five consecutive trading day period (such five consecutive trading day period, the measurement period) in which the trading price per $1,000 principal amount of the 3.75% Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; 3) if the Company calls any or all of the 3.75% Convertible Senior Notes for redemption, any such notes that have been called for redemption may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or 4) upon the occurrence of specified corporate events, as described in the indenture governing the 3.75% Convertible Senior Notes. On or after December 1, 2024, the holders of the 3.75% Convertible Senior Notes may convert all or any portion of their notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. The initial conversion rate for the 3.75% Convertible Senior Notes is 198.6196 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $5.03 per share of the Company’s common stock, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. During the three months ended of March 31, 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted and the Company issued 3.0 million shares of common stock in conjunction with these conversions. In addition, following certain corporate events or following issuance of a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period in certain circumstances. The 3.75% Convertible Senior Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 5, 2023 and before the 41 st one three If the Company undergoes a “fundamental change” (as defined in the Indenture), holders may require the Company to repurchase their notes for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date. The Company accounts for the 3.75% Convertible Senior Notes as a liability. We incurred transaction costs related to the issuance of the 3.75% Convertible Senior Notes of approximately $7.0 million, consisting of initial purchasers’ discount of approximately $6.4 million and other issuance costs of $0.6 million which were recorded as debt issuance cost (presented as contra debt in the unaudited interim condensed consolidated balance sheets) and are being amortized to interest expense over the term of the 3.75% Convertible Senior Notes. The 3.75% Convertible Senior Notes consisted of the following (in thousands): March 31, 2021 Principal amounts: Principal $ 197,278 Unamortized debt issuance costs (1) (5,510) Net carrying amount $ 191,768 1) Included in the unaudited interim condensed consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method. The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes (in thousands, except for effective interest rate): March 31, 2021 Interest Expense $ 1,897 Amortization of Debt Issuance Costs 1,258 Total 3,155 Effective Interest Rate 4.5% Capped Call In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “3.75% Notes Capped Call”) with certain counterparties at a price of $16.2 million. The 3.75% Notes Capped Call covers, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 3.75% Convertible Senior Notes and The net cost incurred in connection with the 3.75% Notes Capped Call were recorded as a reduction to additional paid-in capital in the unaudited interim condensed consolidated balance sheets. 5.5% Convertible Senior Notes In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due on March 15, 2023, which is referred to herein as the 5.5% Convertible Senior Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. In May 2020, the Company used a portion of the net proceeds from the issuance of the 3.75% Convertible Senior Notes to finance the cash portion of the partial repurchase of the 5.5% Convertible Senior Notes, which consisted of a repurchase of approximately $66.3 million in aggregate principal amount of the 5.5% Convertible Senior Notes in privately-negotiated transactions for aggregate consideration of $128.9 million, consisting of approximately $90.2 million in cash and approximately 9.4 million shares of the Company’s common stock. The partial repurchase of the 5.5% Convertible Senior Notes resulted in a $13.2 million gain on early debt extinguishment. In the fourth quarter of 2020, $33.5 million of the remaining 5.5% Convertible Senior Notes were converted into 14.6 million shares of common stock which resulted in a gain of approximately $4.5 million which was recorded on the consolidated statement of operations on the gain (loss) on extinguishment of debt line. On January 7, 2021, the remaining aggregate principal of $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock. Interest expense and amortization for the period were immaterial. Capped Call In conjunction with the pricing of the 5.5% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “5.5% Notes Capped Call”) with certain counterparties at a price of $16.0 million to reduce the potential dilution to the Company’s common stock upon any conversion of the 5.5% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 5.5% Convertible Senior Notes, as the case may be. The net cost incurred in connection with the 5.5% Notes Capped Call has been recorded as a reduction to additional paid-in capital in the consolidated balance sheets. Common Stock Forward In connection with the issuance of the 5.5% Convertible Senior Notes, the Company also entered into a forward stock purchase transaction, (“the Common Stock Forward”), pursuant to which the Company agreed to purchase 14,397,906 shares of its common stock for settlement on or about March 15, 2023. In connection with the issuance of the 3.75% Convertible Senior Notes and the partial repurchase of the 5.5% Convertible Senior Notes, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025. The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions. The net cost incurred in connection with the Common Stock Forward of $27.5 million was recorded as an increase in treasury stock in the unaudited interim condensed consolidated balance sheets. The related shares were accounted for as a repurchase of common stock. The book value of the 5.5% Notes Capped Call and Common Stock Forward are not remeasured. During the fourth quarter of 2020, the Common Stock Forward was partially settled and, as a result, the Company received 4.4 million shares of its common stock. During the first quarter of 2021, 5.9 million shares settled and were received by the Company, with an additional 2.2 million that settled and were received by the company in April 2021. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | 12. Stockholders’ Equity Preferred Stock The Company has authorized 5.0 million shares of preferred stock, par value $0.01 per share. The Company’s certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Company has authorized Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share. As of March 31, 2021 and December 31, 2020, there were no shares of Series A Junior Participating Cumulative Preferred Stock issued and outstanding. Common Stock and Warrants The Company has one class of common stock, par value $.01 per share. Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders. In February 2021, the Company completed the previously announced sale of its common stock in connection with a strategic partnership with SK Holdings to accelerate the use of hydrogen as an alternative energy source in Asian markets. The Company sold 54,966,188 shares of its common stock to a subsidiary of SK Holdings at a purchase price of $29.2893 per share, or an aggregate purchase price of approximately $1.6 billion. In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $1.8 billion. In November 2020, the Company issued and sold in a registered equity offering an aggregate of 43,700,000 shares of its common stock at a purchase price of $22.25 per share for net proceeds of approximately $927.3 million. In August 2020, the Company issued and sold in a registered equity offering an aggregate of 35,276,250 shares of its common stock at a purchase price of $10.25 per share for net proceeds of approximately $344.4 million. There were 566,385,952 and 458,051,920 shares of common stock outstanding as of March 31, 2021 and December 31, 2020, respectively. During 2017, warrants to purchase up to 110,573,392 shares of common stock were issued in connection with transaction agreements with Amazon and Walmart, as discussed in Note 13, “Warrant Transaction Agreements.” At both March 31, 2021 and December 31, 2020, a total of 68,380,913 warrants had vested. Warrants were exercised with respect to 5,819,652 shares during the fourth quarter of 2020. Warrants were exercised with respect to an additional 16,489,014 shares during the three months ended March 31, 2021. These warrants are measured at fair value at the time of grant or modification and are classified as equity instruments on the unaudited interim condensed consolidated balance sheets. At Market Issuance Sales Agreement On April 13, 2020, the Company entered into the at Market Issuance Sales agreement with B. Riley Financial (“B. Riley”) as sales agent, pursuant to which the Company may offer and sell, from time to time through B. Riley, shares of Company common stock having an aggregate offering price of up to $75.0 million. As of the date of this filing, the Company has not issued any shares of common stock pursuant to the at Market Issuance Sales agreement. |
Warrant Transaction Agreements
Warrant Transaction Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Warrant Transaction Agreements | |
Warrant Transaction Agreements | 13. Warrant Transaction Agreements Amazon Transaction Agreement On April 4, 2017, the Company and Amazon entered into a Transaction Agreement (the “Amazon Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “Amazon Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock (the “Amazon Warrant Shares”), subject to certain vesting events described below. The Company and Amazon entered into the Amazon Transaction Agreement in connection with existing commercial agreements between the Company and Amazon with respect to the deployment of the Company’s GenKey fuel cell technology at Amazon distribution centers. The existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the Amazon Warrant Shares was conditioned upon payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the existing commercial agreements. Under the terms of the original Amazon Warrant, the first tranche of the 5,819,652 Amazon Warrant Shares vested upon execution of the Amazon Warrant, and the remaining Amazon Warrant Shares vest based on Amazon’s payment of up to $600.0 million to the Company in connection with Amazon’s purchase of goods and services from the Company. The $6.7 million fair value of the first tranche of the Amazon Warrant Shares, was recognized as selling, general and administrative expense upon execution of the Amazon Warrant. Provision for the second and third tranches of Amazon Warrant Shares is recorded as a reduction of revenue, because they represent consideration payable to a customer. The fair value of the second tranche of Amazon Warrant Shares was measured at January 1, 2019, upon adoption of ASU 2019-08. The second tranche of 29,098,260 Amazon Warrant Shares vested in four equal installments, as Amazon or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $200.0 million in the aggregate. The last installment of the second tranche vested on November 2, 2020. Revenue reductions of $9.0 million, $4.1 million and $9.8 million associated with the second tranche of Amazon Warrant Shares were recorded in 2020, 2019 and 2018, respectively, under the terms of the original Amazon Warrant. Under the terms of the original Amazon Warrant, the third tranche of 20,368,784 Amazon Warrant Shares vests in eight equal installments, as Amazon or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $400.0 million in the aggregate. The measurement date for the third tranche of Amazon Warrant Shares was November 2, 2020, when their exercise price was determined, as discussed further below. The fair value of the third tranche of Amazon Warrant Shares was determined to be $10.57 each. During 2020, revenue reductions of $24.1 million associated with the third tranche Amazon Warrant Shares were recorded under the terms of the original Amazon Warrant, prior to the December 31, 2020 waiver described below. On December 31, 2020, the Company waived the remaining vesting conditions under the Amazon Warrant, which resulted in the immediate vesting of all the third tranche of the Amazon Warrant Shares and recognition of an additional $399.7 million reduction to revenue. The $399.7 million reduction to revenue resulting from the December 31, 2020 waiver was determined based upon a probability assessment of whether the underlying shares would have vested under the terms of the original Amazon Warrant. Based upon the Company’s projections of probable future cash collections from Amazon (i.e., a Type I share based payment modification), a reduction of revenue associated with 5,354,905 Amazon Warrant Shares was recognized at their previously measured November 2, 2020 fair value of $10.57 per warrant. A reduction of revenue associated with the remaining 12,730,490 Amazon Warrant Shares was recognized at their December 31, 2020 fair value of $26.95 each, based upon the Company’s assessment that associated future cash collections from Amazon were not deemed probable (i.e., a Type III share based payment modification). The $399.7 million reduction to revenue was recognized during the year ended December 31, 2020 because the Company concluded such amount was not recoverable from the margins expected from future purchases by Amazon under the Amazon Warrant, and no exclusivity or other rights were conferred to the Company in connection with the December 31, 2020 waiver. Additionally, for the year ended December 31, 2020, the Company recorded a reduction to the provision for warrants of $12.8 million in connection with the release of the service loss accrual. At December 31, 2020, all 55,286,696 of the Amazon Warrant Shares had vested. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the three months ended March 31, 2021 and 2020 was $104 thousand and $1.3 million, respectively. During the three months ended March 31, 2021, the Amazon Warrant was exercised with respect to 9,214,449 shares of common stock. On June 11, 2021, an additional 4,534,130 warrants were exercised. The exercise price for the first and second tranches of Amazon Warrant Shares was $1.1893 per share. The exercise price of the third tranche of Amazon Warrant Shares was $13.81 per share, which was determined pursuant to the terms of the Amazon Warrant as an amount equal to ninety percent (90%) of the 30-day volume weighted average share price of the Company’s common stock as of November 2, 2020, the final vesting date of the second tranche of Amazon Warrant Shares. The Amazon Warrant was exercisable through April 4, 2027. The Amazon Warrant provides for net share settlement that, if elected by the holder, will reduce the number of shares issued upon exercise to reflect net settlement of the exercise price. The Amazon Warrant provides for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to customary anti-dilution provisions based on future events. The Amazon Warrant is classified as an equity instrument. Fair value of the Amazon Warrant at December 31, 2020 and November 2, 2020 was based on the Black Scholes Option Pricing Model, which is based, in part, upon level 3 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 Amazon Warrant: December 31, 2020 November 2, 2020 Risk-free interest rate 0.58% 0.58% Volatility 75.00% 75.00% Expected average term 6.26 6.42 Exercise price $13.81 $13.81 Stock price $33.91 $15.47 Walmart Transaction Agreement On July 20, 2017, the Company and Walmart entered into a Transaction Agreement (the “Walmart Transaction Agreement”), pursuant to which the Company agreed to issue to Walmart a warrant (the “Walmart Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock, subject to certain vesting events (the “Walmart Warrant Shares”). The Company and Walmart entered into the Walmart Transaction Agreement in connection with existing commercial agreements between the Company and Walmart with respect to the deployment of the Company’s GenKey fuel cell technology across various Walmart distribution centers. The existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the warrant shares conditioned upon payments made by Walmart or its affiliates (directly or indirectly through third parties) pursuant to transactions entered into after January 1, 2017 under existing commercial agreements. The majority of the Walmart Warrant Shares will vest based on Walmart’s payment of up to $600.0 million to the Company in connection with Walmart’s purchase of goods and services from the Company. The first tranche of 5,819,652 Walmart Warrant Shares vested upon the execution of the Walmart Warrant and was fully exercised as of December 31, 2020. Accordingly, $10.9 million, the fair value of the first tranche of Walmart Warrant Shares, was recorded as a provision for common stock warrants and presented as a reduction to revenue on the consolidated statements of operations during 2017. All future provision for common stock warrants is measured based on their grant-date fair value and recorded as a charge against revenue. The second tranche of 29,098,260 Walmart Warrant Shares vests in four installments of 7,274,565 Walmart Warrant Shares each time Walmart or its affiliates, directly or indirectly through third parties, make an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $200.0 million in the aggregate. The exercise price for the first and second tranches of Walmart Warrant Shares is $2.1231 per share. After Walmart has made payments to the Company totaling $200.0 million, the third tranche of 20,368,784 Walmart Warrant Shares will vest in eight installments of 2,546,098 Walmart Warrant Shares each time Walmart or its affiliates, directly or indirectly through third parties, make an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $400.0 million in the aggregate. The exercise price of the third tranche of Walmart Warrant Shares will be an amount per share equal to ninety percent (90%) of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares, provided that, with limited exceptions, the exercise price for the third tranche will be no lower than $1.1893. The Walmart Warrant is exercisable through July 20, 2027. The Walmart Warrant provides for net share settlement that, if elected by the holder, will reduce the number of shares issued upon exercise to reflect net settlement of the exercise price. The Walmart Warrant provides for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to customary anti-dilution provisions based on future events. The Walmart Warrant is classified as an equity instrument. At both March 31, 2021 and December 31, 2020, 13,094,217 of the Walmart Warrant Shares had vested. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the three months ended March 31, 2021 and 2020 was $1.6 million and $0.9 million, respectively. During the three months ended March 31, 2021 and December 31, 2020, the Walmart Warrant had been exercised with respect to 7,274,565 and 5,819,652 shares of common stock, respectively. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue | |
Revenue | 14. Revenue Disaggregation of revenue The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended March 31, 2021 2020 Sales of fuel cell systems $ 26,419 $ 14,732 Sale of hydrogen installations and other infrastructure 20,353 5,736 Services performed on fuel cell systems and related infrastructure 6,045 6,521 Power Purchase Agreements 7,826 6,421 Fuel delivered to customers 11,127 7,333 Other 188 76 Net revenue $ 71,958 $ 40,819 Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): March 31, December 31, 2021 2020 Accounts receivable $ 42,632 $ 43,041 Contract assets 17,009 18,189 Contract liabilities 72,897 76,285 Contract assets relate to contracts for which revenue is recognized on a straight-line basis, however billings escalate over the life of a contract. Contract assets also include amounts recognized as revenue in advance of billings to customers, which are dependent upon the satisfaction of another performance obligation. These amounts are included within prepaid expenses and other current assets on the accompanying unaudited interim condensed consolidated balance sheets. The contract liabilities relate to the advance consideration received from customers for services that will be recognized over time (primarily fuel cell and related infrastructure services) and advance consideration received from customers prior to delivery of products. As of March 31, 2021, the amount of contract liabilities included within deferred revenue was $57.6 million and the amount of contract liabilities within other current liabilities was $15.3 million on the accompanying unaudited interim condensed consolidated balance sheets. As of December 31, 2020, the amount of contract liabilities included within deferred revenue was $56.2 million and the amount of contract liabilities within other current liabilities was $20.1 million. Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands): Contract assets Three months ended March 31, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (2,625) Revenue recognized and not billed as of the end of the period 1,445 Net change in contract assets (1,180) Contract liabilities Three months ended March 31, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 13,045 Revenue recognized that was included in the contract liability balance as of the beginning of the period (16,433) Net change in contract liabilities $ (3,388) Estimated future revenue The following table includes estimated revenue included in the backlog expected to be recognized in the future (sales of fuel cell systems and hydrogen installations are expected to be recognized as revenue within one year; sales services five March 31, 2021 Sales of fuel cell systems $ 66,033 Sale of hydrogen installations and other infrastructure 69,678 Services performed on fuel cell systems and related infrastructure 105,852 Power Purchase Agreements 185,431 Fuel delivered to customers 64,555 Other rental income 2,894 Total estimated future revenue $ 494,443 Contract costs Contract costs consist of capitalized commission fees and other expenses related to obtaining or fulfilling a contract. Capitalized contract costs at March 31, 2021 and December 31, 2020 were $1.7 million and $1.5 million, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes | |
Income Taxes | 15. Income Taxes The Company did not record any income tax expense or benefit for the three months ended March 31, 2021 or 2020. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets, which remain fully reserved. The net deferred tax asset generated from the Company’s net operating loss has been offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carry forward will not be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 16. Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. The fair values of the Company’s investments are based upon prices provided by an independent pricing service. Management has assessed and concluded that these prices are reasonable and has not adjusted any prices received from the independent provider. Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1 2 Level 3 three months Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): As of March 31, 2021 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents (1) $ 93,941 $ 93,941 $ — $ 93,941 $ — Corporate bonds 99,171 99,171 — 99,171 — Commercial paper 306,089 306,089 — 306,089 — Liabilities Contingent consideration 10,550 10,550 — — 10,550 Convertible senior notes 191,768 1,320,952 — 1,320,952 — Long-term debt 161,259 161,259 — — 161,259 Finance obligations 182,791 182,791 — — 182,791 As of December 31, 2020 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Liabilities Contingent consideration 9,760 9,760 — — 9,760 Convertible senior notes 85,640 1,272,766 — 1,272,766 — Long-term debt 175,402 175,402 — — 175,402 Finance obligations 181,553 181,553 — — 181,553 (1) Included in “Cash and cash equivalents” in our unaudited interim condensed consolidated balance sheets as of March 31, 2021, in addition to cash of $4.3 billion. The fair values for available-for-sale securities are based on prices obtained from an independent pricing service. Available-for-sale securities are characterized as Level 2 assets, as their fair values are determined using observable market inputs. |
Operating and Finance Lease Lia
Operating and Finance Lease Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Operating and Finance Lease Liabilities | |
Operating and Finance Lease Liabilities | 17. Operating and Finance Lease Liabilities As of March 31, 2021, the Company had operating leases, as lessee, primarily associated with sale/leaseback transactions that are partially secured by restricted cash, security deposits and pledged escrows (see also Note 1, “Nature of Operations”) as summarized below. These leases expire over the next one Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote. At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with the lessor to renew the lease at market rental rates. No residual value guarantees are contained in the leases. No financial covenants are contained within the lease, however there are customary operational covenants such as assurance the Company properly maintains the leased assets and carries appropriate insurance, etc. The leases include credit support in the form of either cash, collateral or letters of credit. See Note 20, “Commitments and contingencies” for a description of cash held as security associated with the leases. The Company has finance leases associated with its property and equipment in Latham, New York and at fueling customer locations. The fair value of this finance obligation approximated the carrying value as of March 31, 2021. Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of March 31, 2021 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2021 $ 24,082 $ 1,874 $ 25,956 2022 29,050 2,471 31,521 2023 29,107 2,446 31,553 2024 29,097 2,529 31,626 2025 and thereafter 56,232 3,103 59,335 Total future minimum payments 167,568 12,423 179,991 Less imputed interest (45,257) (2,122) (47,379) Total $ 122,311 $ 10,301 $ 132,612 Rental expense for all operating leases was $8.0 million and $4.8 million for the three months ended March 31, 2021 and 2020, respectively. The gross profit on sale/leaseback transactions for all operating leases was $16.0 million and $5.3 million for the three months ended March 31, 2021 and 2020, respectively. Right of use assets for sale/leaseback transactions obtained in exchange for new operating lease liabilities was $11.9 million and $5.2 million for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021 and December 31, 2020, the right of use assets associated with operating leases was $124.5 At March 31, 2021 and December 31, 2020, the right of use assets associated with finance leases was $11.3 million and $5.7 million, respectively. The accumulated depreciation for these right of use assets was $143 thousand and $102 thousand at March 31, 2021 and December 31, 2020, respectively. At March 31, 2021 and December 31, 2020, security deposits associated with sale/leaseback transactions were $2.4 million and $5.8 million, respectively, and were included in other assets in the consolidated balance sheets. Other information related to the operating leases are presented in the following table: Three months ended Three months ended March 31,2021 March 31, 2020 Cash payments (in thousands) $ 6,734 $ 8,199 Weighted average remaining lease term (years) 5.77 4.22 Weighted average discount rate 11.6% 12.0% Right of use assets obtained in exchange for new finance lease liabilities were $5.6 million and zero for the three months ended March 31, 2021 and 2020, respectively. Other information related to the finance leases are presented in the following table: Three months ended Three months ended March 31, 2021 March 31, 2020 Cash payments (in thousands) $ 433 $ 78 Weighted average remaining lease term (years) 5.1 7.51 Weighted average discount rate 7.2% 8.8% |
Finance Obligation
Finance Obligation | 3 Months Ended |
Mar. 31, 2021 | |
Finance Obligation | |
Finance Obligation | 18. Finance Obligation The Company has sold future services to be performed associated with certain sale/leaseback transactions and recorded the balance as a finance obligation. The outstanding balance of this obligation at March 31, 2021 was $161.0 million, $24.7 million and $136.3 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheet. The outstanding balance of this obligation at December 31, 2020 was $157.7 million, $24.2 million and $133.5 million of which was classified as short-term and long-term, respectively. The amount is amortized using the effective interest method. The fair value of this finance obligation approximated the carrying value as of March 31, 2021 and December 31, 2020. In prior periods, the Company entered into sale/leaseback transactions that were accounted for as financing transactions and reported as part of finance obligations. The outstanding balance of finance obligations related to sale/leaseback transactions at March 31, 2021 was $21.8 million, $7.4 million and $14.4 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet. The outstanding balance of this obligation at December 31, 2020 was $23.9 million, $8.0 million and $15.9 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheets. The fair value of this finance obligation approximated the carrying value as of both March 31, 2021 and December 31, 2020. Future minimum payments under finance obligations notes above as of March 31, 2021 were as follows (in thousands): Total Sale of Future Sale/leaseback Finance revenue - debt financings Obligations Remainder of 2021 $ 31,738 $ 6,795 $ 38,533 2022 41,554 4,976 46,530 2023 41,554 3,149 44,703 2024 41,554 16,154 57,708 2025 and thereafter 59,449 — 59,449 Total future minimum payments 215,849 31,074 246,923 Less imputed interest (54,827) (9,305) (64,132) Total $ 161,022 $ 21,769 $ 182,791 Other information related to the above finance obligations are presented in the following table: Three months ended Three months ended March 31, 2021 March 31, 2020 Cash payments (in thousands) $ 12,816 $ 9,879 Weighted average remaining term (years) 4.9 4.3 Weighted average discount rate 11.2% 11.1% |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments | |
Investments | 19. Investments The gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale at March 31, 2021 are summarized as follows (in thousands): Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 99,239 $ — $ (68) $ 99,171 $ — Commercial paper 305,929 160 — 306,089 — Totals $ 405,168 $ 160 $ (68) $ 405,260 $ — A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, is as follows (in thousands): March 31, 2021 Amortized Fair Maturity: Cost Value Within one year $ 375,804 $ 375,927 After one through five years 29,364 29,333 Totals $ 405,168 $ 405,260 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 20. Commitments and Contingencies Restricted Cash In connection with certain of the above noted sale/leaseback agreements, cash of $198.6 million was required to be restricted as security as of March 31, 2021, which restricted cash will be released over the lease term. As of March 31, 2021, the Company also had certain letters of credit backed by restricted cash totaling $144.4 million that are security for the above noted sale/leaseback agreements. Litigation Legal matters are defended and handled in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company has not recorded any accruals related to any legal matters. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable and marketable securities. Cash and restricted cash are maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $0.25 million. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s available-for-sale securities consists primarily of investments in commercial paper and short-term high credit quality corporate debt securities. Concentrations of credit risk with respect to receivables exist due to the limited number of select customers with whom the Company has commercial sales arrangements. To mitigate credit risk, the Company performs appropriate evaluation of a prospective customer’s financial condition. At March 31, 2021, two customers comprised approximately 67.7% of the total accounts receivable balance. At December 31, 2020, three customers comprised approximately 73.9% of the total accounts receivable balance. For the three months ended March 31, 2021, 71.2% of total consolidated revenues were associated primarily with three customers. For the three months ended March 31, 2020 65.9% of total consolidated revenues were associated primarily with two customers. For purposes of assigning a customer to a sale/leaseback transaction completed with a financial institution, the Company considers the end user of the assets to be the ultimate customer. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2021 | |
Employee Benefit Plans | |
Employee Benefit Plans | 21. Employee Benefit Plans 2011 Stock Option and Incentive Plan On May 12, 2011, the Company’s stockholders approved the 2011 Stock Option and Incentive Plan (the “2011 Plan”). The 2011 Plan provided for the issuance of up to a maximum number of shares of common stock equal to the sum of (i) 1,000,000, plus (ii) the number of shares of common stock underlying any grants pursuant to the 2011 Plan or the Plug Power Inc. 1999 Stock Option and Incentive Plan that are forfeited, canceled, repurchased or are terminated (other than by exercise). The shares may be issued pursuant to stock options, stock appreciation rights, restricted stock awards and certain other equity-based awards granted to employees, directors and consultants of the Company. No further grants may be made under the 2011 Plan after May 12, 2021. Through various amendments to the 2011 Plan approved by the Company’s stockholders, the number of shares of the Company’s common stock authorized for issuance under the 2011 Plan has been increased to 42.4 million. The Company recorded expense of approximately $8.5 million and $2.5 million, for the three months ended March 31, 2021 and 2020, respectively, in connection with the 2011 Plan. At March 31, 2021, there were outstanding options to purchase approximately 9.0 million shares of common stock. Options for employees issued under this plan generally vest in equal annual installments over three years and expire ten years after issuance. Options granted to members of the Board generally vest one year after issuance. To date, options granted under the 2011 Plan have vesting provisions ranging from one Compensation cost associated with employee stock options represented approximately $3.3 million and $1.4 million of the total share-based payment expense recorded for the three months ended March 31, 2021 and March 31, 2020, respectively. The Company estimates the fair value of stock options using a Black-Scholes valuation model, and the resulting fair value is recorded as compensation cost on a straight-line basis over the option vesting period. Key inputs and assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of the Company’s stock, an appropriate risk-free rate, and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. The assumptions made for purposes of estimating fair value under the Black-Scholes model for the 581,000 and 85,000 options granted during the three months ended March 31, 2021 and 2020, respectively, were as follows: March 31, March 31, 2021 2020 Expected term of options (years) 6 6 Risk free interest rate 0.61% - 0.73% 0.69% - 1.37% Volatility 72.46% 64.19% There was no expected dividend yield for the employee stock options granted. The Company used the simplified method in determining its expected term of all its stock option grants in all periods presented. The simplified method was used because the Company does not believe historical exercise data provides a reasonable basis for the expected term of its grants, primarily as a result of the limited number of stock option exercises that have historically occurred. The Company expects to cease using the simplified method to determine its expected term for stock option grants in the second quarter of 2021. The estimated stock price volatility was derived from the Company’s actual historic stock prices over the past six years, which represents the Company’s best estimate of expected volatility. A summary of stock option activity for the quarter ended March 31, 2021 is as follows (in thousands except share amounts): Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2020 10,284,498 $ 5.78 7.8 $ 289,316 Granted 581,000 65.72 — — Exercised (1,811,274) 2.65 — — Forfeited (33,333) 1.74 — — Expired — — — — Options outstanding at March 31, 2021 9,020,891 $ 15.18 8.1 $ 247,964 Options exercisable at March 31, 2021 2,284,519 2.07 5.7 77,143 Options unvested at March 31, 2021 6,736,372 $ 11.73 8.9 $ 170,820 The weighted average grant-date fair value of options granted during the three months ended March 31, 2021 and 2020 was $31.78 and $2.80, respectively. As of March 31, 2021, there was approximately $40.5 million of unrecognized compensation cost related to stock option awards to be recognized over the next three years. The total fair value of stock options that vested during the three months ended March 31, 2021 and 2020 was approximately $2.9 million and $1.2 million, respectively. Restricted stock awards generally vest in equal installments over a period of one A summary of restricted stock activity for the year ended March 31, 2021 is as follows (in thousands except share amounts): Aggregate Intrinsic Shares Value Unvested restricted stock at December 31, 2020 5,874,642 $ — Granted 555,000 — Vested (10,001) — Forfeited (3,333) — Unvested restricted stock at March 31, 2021 6,416,308 $ 229,960 401(k) Savings & Retirement Plan The Company offers a 401(k) Savings & Retirement Plan to eligible employees meeting certain age and service requirements. This plan permits participants to contribute 100% of their salary, up to the maximum allowable by the Internal Revenue Service regulations. Participants are immediately vested in their voluntary contributions plus actual earnings or less actual losses thereon. Participants are vested in the Company’s matching contribution based on years of service completed. Participants are fully vested upon completion of three years of service. During 2018, the Company began funding its matching contribution in a combination of cash and common stock. The Company issued 12,513 shares of common stock and 133,250 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the three months ended March 31, 2021 and 2020, respectively. The Company’s expense for this plan was approximately $1.3 million, and $529 thousand for the three months ended March 31, 2021 and 2020, respectively. Non-Employee Director Compensation Each non-employee director is paid an annual retainer for their services, in the form of either cash or stock compensation. The Company granted 2,653 shares of common stock and 14,833 shares of common stock to non-employee directors as compensation for the three months ended March 31, 2021 and 2020, respectively. All common stock issued is fully vested at the time of issuance and is valued at fair value on the date of issuance. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $85 thousand and $56 thousand for the three months ended March 31, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 22. Subsequent Events On June 3, 2021, the Company, Plug Power France, a wholly-owned subsidiary of the Company (“Plug Power France”), Renault SAS (“Renault”) and HyVia, a French société par actions simplifiée (“HyVia”), entered into a definitive Joint Venture Agreement and related agreements to consummate the parties’ previously announced joint venture based in France (the “France JV”). HyVia, the joint venture entity, plans to manufacture and sell fuel cell powered electric light commercial vehicles (“FCE-LCVs”) and to supply hydrogen fuel and fueling stations to support the FCE-LCV market, in each case primarily in Europe. HyVia will be owned 50% by Plug Power France and 50% by Renault. The Company and Renault will make investments into HyVia to support necessary funding and growth, and the Company and Renault expect to invest on a pro rata basis not less than €65 million through 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Restatement | Restatement As previously disclosed in the Explanatory Note to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 10-K”), the Company restated its previously issued audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018 and its unaudited quarterly consolidated financial statements as of and for each of the quarterly periods ended March 31, 2020 and 2019, June 30, 2020 and 2019, September 30, 2020 and 2019 and December 31, 2019. Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q for the periods affected by the restatement have not been amended. Accordingly, investors should not rely upon the Company’s previously released financial statements for these periods and any earnings releases or other communications relating to these periods, and, for these periods, investors should rely solely on the financial statements and other financial data for the relevant periods included in the 2020 10-K. Commencing with this quarterly report on Form 10-Q, we will include in our quarterly reports for fiscal 2021 restated results for the corresponding interim periods of fiscal 2020. |
Principles of Consolidation | Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s 2020 10-K. The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2020 has been derived from the Company’s December 31, 2020 audited consolidated financial statements. There have been no changes in our accounting policies from those reported in our 2020 10-K, except for the adoption of 2020-06, as described in the Recently Adopted Accounting Guidance section. We have also expanded our accounting policy relating to cash equivalents, and available-for-sale securities as follows: |
Cash Equivalents | Cash Equivalents The Company considers all highly-liquid debt securities with original maturities of three months or less to be cash equivalents. At March 31, 2021, cash equivalents consist of commercial paper with original maturities of three months or less. Due to their short-term nature, the carrying amounts reported in the unaudited interim condensed consolidated balance sheets approximate the fair value of cash and cash equivalents. |
Available-for-sale securities | Available-for-sale securities Available-for-sale securities is comprised of commercial paper with original maturities greater than three months and corporate bonds. We consider these securities to be Available-for-sale securities are recorded at fair value as of each balance sheet date. As of each balance sheet date, unrealized gains and losses, with the exception of credit related losses, are recorded to Accumulated Other Comprehensive Income. Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Guidance Other than the adoption of the accounting guidance mentioned i n our 2020 10-K and ASU 2020-06 On January 1, 2021, we early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) using the modified retrospective approach. Consequently, the Company’s 3.75% Convertible Senior Notes due 2025, which is referred to herein as the 3.75% Convertible Senior Notes, is now accounted for as a single liability measured at its amortized cost. This accounting change removed the impact of recognizing the equity component of the Company’s convertible notes at issuance and the subsequent accounting impact of additional interest expense from debt discount amortization. Future interest expense of the convertible notes will be lower as a result of adoption of this guidance and net loss per share will be computed using the if-converted method for convertible instruments. The cumulative effect of the accounting change upon adoption on January 1, 2021 increased the carrying amount of the 3.75% Convertible Senior Notes by $120.7 million, reduced accumulated deficit by $9.6 million and reduced additional paid-in capital by $130.2 million. Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of March 31, 2021 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Giner ELX, Inc | |
Schedule of fair value of consideration paid | Cash $ 25,820 Plug Power common stock 19,263 Contingent consideration 7,790 Total consideration $ 52,873 |
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired | Accounts receivable $ 1,237 Inventory 4,108 Prepaid expenses and other assets 669 Property, plant and equipment 596 Identifiable intangibles 29,930 Accounts payable, accrued expenses and other liabilities (1,621) Deferred revenue (2,350) Deferred tax liability, net (5,889) Total net assets acquired, excluding goodwill $ 26,680 |
Business combination segment allocation | Consideration paid $ 52,873 Less: net assets acquired (26,680) Total goodwill recognized $ 26,193 |
United Hydrogen Group Inc | |
Schedule of fair value of consideration paid | Cash $ 19,293 Plug Power Stock 30,410 Contingent consideration 1,110 Total consideration $ 50,813 |
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired | Accounts receivable $ 444 Inventory 89 Prepaid expenses and other assets 1,152 Property, plant and equipment 41,244 Leased property 796 Identifiable intangible asset 2,338 Long-term debt (11,336) Unfavorable customer contract (15,757) Accounts payable, accrued expenses, deferred revenue and finance obligations (4,631) Total net assets acquired, excluding goodwill $ 14,339 |
Business combination segment allocation | Consideration paid $ 50,813 Less: net assets acquired (14,339) Total goodwill recognized $ 36,474 |
Extended Maintenance Contracts
Extended Maintenance Contracts (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Extended Maintenance Contracts | |
Schedule of accrual for loss contracts | The following table shows the rollforward of balance in the accrual for loss contracts, including changes due to the passage of time, additions, and changes in estimates (in thousands): March 31, December 31, 2021 2020 Beginning Balance $ 24,013 $ 3,702 Provision for Loss Accrual 1,485 35,473 Released to Service Cost of Sales (1,846) (2,348) Released to Provision for Warrants — (12,814) Ending Balance $ 23,652 $ 24,013 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share | |
Schedule of potential dilutive common shares | At March 31, 2021 2020 Stock options outstanding (1) 9,020,891 19,803,872 Restricted stock outstanding (2) 6,416,308 4,600,227 Common stock warrants (3) 88,264,726 110,573,392 Preferred stock (4) — 2,782,075 Convertible Senior Notes (5) 39,170,766 59,133,896 Number of dilutive potential shares of common stock 142,872,691 196,893,462 (1) During the three months ended March 31, 2021 and 2020, the Company granted 581,000 and 85,000 stock options, respectively. (2) During the three months ended March 31, 2021 and 2020, the Company granted 555,000 and zero shares of restricted stock, respectively. (3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 13, “Warrant Transaction Agreements. The warrant had been exercised with respect to 9,214,449 shares as of March 31, 2021. In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 13, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares as of March 31, 2021. (4) The preferred stock amount at March 31, 2020 represents the dilutive potential on the shares of common stock as a result of the conversion of the Series C Redeemable Convertible Preferred Stock (Series C Preferred Stock) based on the conversion price as of March 31, 2020. Of the 10,431 shares of Series C Preferred Stock issued on May 16, 2013, all shares had been converted to common stock as of December 31, 2020. (5) In March 2018, the Company issued the 5.5% Convertible Senior Notes due 2023, which is referred to herein as the 5.5% Convertible Senior Notes. In September 2019, the Company issued the 7.5% Convertible Senior Note due 2023, which we refer to herein as the 7.5% Convertible Senior Note, which was fully converted into 16.0 million shares of common stock on July 1, 2020. In May 2020, the Company issued the 3.75% Convertible Senior Notes and repurchased $66.3 million of the 5.5% Convertible Senior Notes. In the fourth quarter of 2020, $33.5 million of the remaining 5.5% Convertible Senior Notes converted into 14.6 million shares of common stock. The remaining $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted in January 2021 . During the first quarter of 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted, resulting in the issuance of 3,016,036 shares of common stock. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory | |
Schedule of Inventory | Inventory as of March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Raw materials and supplies - production locations $ 123,450 $ 92,221 Raw materials and supplies - customer locations 12,538 12,405 Work-in-process 46,118 29,349 Finished goods 5,626 5,411 Inventory $ 187,732 $ 139,386 |
Equipment Related to Power Pu_2
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | |
Schedule of leased property | Leased property at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Equipment related to power purchase agreements and fuel delivered to customers $ 90,878 $ 92,736 Less: accumulated depreciation (16,664) (16,929) Equipment related to power purchase agreements and fuel delivered to customers, net 74,214 75,807 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment. | |
Schedule of Property plant and equipment | Property, plant and equipment at March 31, 2021 and December 31, 2020 consists of the following (in thousands): March 31, 2021 December 31, 2020 Land 1,165 1,165 Leasehold improvements $ 1,378 $ 1,121 Software, machinery and equipment 104,071 94,449 Property, plant, and equipment 106,614 96,735 Less: accumulated depreciation (23,791) (22,186) Property, plant, and equipment, net $ 82,823 $ 74,549 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets and Goodwill | |
Schedule of Intangible assets | The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of March 31, 2021 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 10 years $ 13,092 $ (4,260) $ 8,832 Customer relationships, Non-compete agreements, Backlog & Trademark 6 years 890 (329) 561 In process research and development Indefinite 29,000 — 29,000 $ 42,982 $ (4,589) $ 38,393 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2020 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 10 years $ 13,697 $ (4,042) $ 9,655 Customer relationships, Non-compete agreements, Backlog & Trademark 6 years 890 (294) 596 In process research and development Indefinite 29,000 — 29,000 $ 43,587 $ (4,336) $ 39,251 |
Schedule of future amortization of intangible assets | The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2021 $ 1,093 2022 1,458 2023 1,458 2024 1,436 2025 and thereafter 3,948 Total $ 9,393 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Long-Term Debt | |
Summary of principal payments of long term debt | As of March 31, 2021, the Term Loan Facility requires the principal balance as of each of the following dates not to exceed the following (in thousands): December 31, 2021 $ 127,317 December 31, 2022 93,321 December 31, 2023 62,920 December 31, 2024 33,692 December 31, 2025 — |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) - 3.75% Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Instrument [Line Items] | |
Schedule of net proceeds from the Convertible Senior Notes | Amount (in thousands) Principal amount $ 212,463 Less initial purchasers' discount (6,374) Less cost of related capped calls (16,253) Less other issuance costs (617) Net proceeds $ 189,219 |
Schedule of Convertible Senior Notes | The 3.75% Convertible Senior Notes consisted of the following (in thousands): March 31, 2021 Principal amounts: Principal $ 197,278 Unamortized debt issuance costs (1) (5,510) Net carrying amount $ 191,768 1) Included in the unaudited interim condensed consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method. |
Schedule of debt | The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes (in thousands, except for effective interest rate): March 31, 2021 Interest Expense $ 1,897 Amortization of Debt Issuance Costs 1,258 Total 3,155 Effective Interest Rate 4.5% |
Warrant Transaction Agreements
Warrant Transaction Agreements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrant Transaction Agreements | |
Schedule of warranty assumptions | December 31, 2020 November 2, 2020 Risk-free interest rate 0.58% 0.58% Volatility 75.00% 75.00% Expected average term 6.26 6.42 Exercise price $13.81 $13.81 Stock price $33.91 $15.47 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue | |
Schedule of disaggregation of revenue | The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended March 31, 2021 2020 Sales of fuel cell systems $ 26,419 $ 14,732 Sale of hydrogen installations and other infrastructure 20,353 5,736 Services performed on fuel cell systems and related infrastructure 6,045 6,521 Power Purchase Agreements 7,826 6,421 Fuel delivered to customers 11,127 7,333 Other 188 76 Net revenue $ 71,958 $ 40,819 |
Schedule of receivables, contract assets and contract liabilities from contracts with customers | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): March 31, December 31, 2021 2020 Accounts receivable $ 42,632 $ 43,041 Contract assets 17,009 18,189 Contract liabilities 72,897 76,285 |
Schedule of changes in contract assets and the contract liabilities | Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands): Contract assets Three months ended March 31, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (2,625) Revenue recognized and not billed as of the end of the period 1,445 Net change in contract assets (1,180) Contract liabilities Three months ended March 31, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 13,045 Revenue recognized that was included in the contract liability balance as of the beginning of the period (16,433) Net change in contract liabilities $ (3,388) |
Schedule of Estimated future revenue | The following table includes estimated revenue included in the backlog expected to be recognized in the future (sales of fuel cell systems and hydrogen installations are expected to be recognized as revenue within one year; sales services five March 31, 2021 Sales of fuel cell systems $ 66,033 Sale of hydrogen installations and other infrastructure 69,678 Services performed on fuel cell systems and related infrastructure 105,852 Power Purchase Agreements 185,431 Fuel delivered to customers 64,555 Other rental income 2,894 Total estimated future revenue $ 494,443 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): As of March 31, 2021 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents (1) $ 93,941 $ 93,941 $ — $ 93,941 $ — Corporate bonds 99,171 99,171 — 99,171 — Commercial paper 306,089 306,089 — 306,089 — Liabilities Contingent consideration 10,550 10,550 — — 10,550 Convertible senior notes 191,768 1,320,952 — 1,320,952 — Long-term debt 161,259 161,259 — — 161,259 Finance obligations 182,791 182,791 — — 182,791 As of December 31, 2020 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Liabilities Contingent consideration 9,760 9,760 — — 9,760 Convertible senior notes 85,640 1,272,766 — 1,272,766 — Long-term debt 175,402 175,402 — — 175,402 Finance obligations 181,553 181,553 — — 181,553 |
Operating and Finance Lease L_2
Operating and Finance Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Operating and Finance Lease Liabilities | |
Schedule of future minimum lease payments under noncancelable operating leases - as lessee | Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of March 31, 2021 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2021 $ 24,082 $ 1,874 $ 25,956 2022 29,050 2,471 31,521 2023 29,107 2,446 31,553 2024 29,097 2,529 31,626 2025 and thereafter 56,232 3,103 59,335 Total future minimum payments 167,568 12,423 179,991 Less imputed interest (45,257) (2,122) (47,379) Total $ 122,311 $ 10,301 $ 132,612 |
Schedule of operating leases other information | Three months ended Three months ended March 31,2021 March 31, 2020 Cash payments (in thousands) $ 6,734 $ 8,199 Weighted average remaining lease term (years) 5.77 4.22 Weighted average discount rate 11.6% 12.0% |
Schedule of finance leases other information | Three months ended Three months ended March 31, 2021 March 31, 2020 Cash payments (in thousands) $ 433 $ 78 Weighted average remaining lease term (years) 5.1 7.51 Weighted average discount rate 7.2% 8.8% |
Finance Obligation (Tables)
Finance Obligation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Sale Leaseback Transaction [Line Items] | |
Schedule of finance leases other information | Three months ended Three months ended March 31, 2021 March 31, 2020 Cash payments (in thousands) $ 433 $ 78 Weighted average remaining lease term (years) 5.1 7.51 Weighted average discount rate 7.2% 8.8% |
Finance obligation | |
Sale Leaseback Transaction [Line Items] | |
Schedule of future minimum lease payments under noncancelable finance leases | Future minimum payments under finance obligations notes above as of March 31, 2021 were as follows (in thousands): Total Sale of Future Sale/leaseback Finance revenue - debt financings Obligations Remainder of 2021 $ 31,738 $ 6,795 $ 38,533 2022 41,554 4,976 46,530 2023 41,554 3,149 44,703 2024 41,554 16,154 57,708 2025 and thereafter 59,449 — 59,449 Total future minimum payments 215,849 31,074 246,923 Less imputed interest (54,827) (9,305) (64,132) Total $ 161,022 $ 21,769 $ 182,791 |
Schedule of finance leases other information | Three months ended Three months ended March 31, 2021 March 31, 2020 Cash payments (in thousands) $ 12,816 $ 9,879 Weighted average remaining term (years) 4.9 4.3 Weighted average discount rate 11.2% 11.1% |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments | |
Schedule of gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale | The gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale at March 31, 2021 are summarized as follows (in thousands): Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 99,239 $ — $ (68) $ 99,171 $ — Commercial paper 305,929 160 — 306,089 — Totals $ 405,168 $ 160 $ (68) $ 405,260 $ — |
Schedule of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity | A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, is as follows (in thousands): March 31, 2021 Amortized Fair Maturity: Cost Value Within one year $ 375,804 $ 375,927 After one through five years 29,364 29,333 Totals $ 405,168 $ 405,260 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Employee Benefit Plans | |
Assumptions made for the purpose of estimating fair value | March 31, March 31, 2021 2020 Expected term of options (years) 6 6 Risk free interest rate 0.61% - 0.73% 0.69% - 1.37% Volatility 72.46% 64.19% |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the quarter ended March 31, 2021 is as follows (in thousands except share amounts): Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2020 10,284,498 $ 5.78 7.8 $ 289,316 Granted 581,000 65.72 — — Exercised (1,811,274) 2.65 — — Forfeited (33,333) 1.74 — — Expired — — — — Options outstanding at March 31, 2021 9,020,891 $ 15.18 8.1 $ 247,964 Options exercisable at March 31, 2021 2,284,519 2.07 5.7 77,143 Options unvested at March 31, 2021 6,736,372 $ 11.73 8.9 $ 170,820 |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the year ended March 31, 2021 is as follows (in thousands except share amounts): Aggregate Intrinsic Shares Value Unvested restricted stock at December 31, 2020 5,874,642 $ — Granted 555,000 — Vested (10,001) — Forfeited (3,333) — Unvested restricted stock at March 31, 2021 6,416,308 $ 229,960 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 |
Summary of Significant Accounting Policies | |||||||
Interest rate (as a percent) | 3.75% | 3.75% | |||||
Convertible Debt | $ 120,700 | ||||||
Accumulated deficit | $ (1,997,684) | 9,600 | $ (1,946,488) | ||||
Additional paid-in capital | $ 6,949,938 | $ 130,200 | $ 3,446,650 | ||||
3.75% Convertible Senior Notes | |||||||
Summary of Significant Accounting Policies | |||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% |
Acquisitions - Fair value of co
Acquisitions - Fair value of consideration (Details) - USD ($) $ in Thousands | Jun. 22, 2020 | Jun. 18, 2020 |
Giner ELX, Inc | ||
Cash | $ 25,820 | |
Plug Power common Stock | 19,263 | |
Contingent consideration | 7,790 | |
Total consideration | $ 52,873 | |
United Hydrogen Group Inc | ||
Cash | $ 19,293 | |
Plug Power common Stock | 30,410 | |
Contingent consideration | 1,110 | |
Total consideration | $ 50,813 |
Acquisitions - Allocation Of Pu
Acquisitions - Allocation Of Purchase Price (Details) - USD ($) $ in Thousands | Jun. 22, 2020 | Jun. 18, 2020 |
Giner ELX, Inc | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Accounts receivable | $ 1,237 | |
Inventory | 4,108 | |
Prepaid expenses and other assets | 669 | |
Property, Plant and equipment | 596 | |
Identifiable intangibles | 29,930 | |
Accounts payable, accrued expenses, deferred revenue and finance obligations | (1,621) | |
Deferred revenue | (2,350) | |
Deferred tax liability, net | (5,889) | |
Total net assets acquired, excluding goodwill | $ 26,680 | |
United Hydrogen Group Inc | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Accounts receivable | $ 444 | |
Inventory | 89 | |
Prepaid expenses and other assets | 1,152 | |
Property, Plant and equipment | 41,244 | |
Leased property | 796 | |
Identifiable intangibles | 2,338 | |
Long-term debt | (11,336) | |
Unfavorable customer contract | (15,757) | |
Accounts payable, accrued expenses, deferred revenue and finance obligations | (4,631) | |
Total net assets acquired, excluding goodwill | $ 14,339 |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) - USD ($) $ in Thousands | Jun. 22, 2020 | Jun. 18, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Total goodwill recognized | $ 71,964 | $ 72,387 | ||
Giner ELX, Inc | ||||
Consideration paid | $ 52,873 | |||
Less: net assets acquired | (26,680) | |||
Total goodwill recognized | $ 26,193 | |||
United Hydrogen Group Inc | ||||
Consideration paid | $ 50,813 | |||
Less: net assets acquired | (14,339) | |||
Total goodwill recognized | $ 36,474 |
Acquisitions - Narratives (Deta
Acquisitions - Narratives (Details) $ in Thousands | Jun. 22, 2020USD ($)item | Jun. 18, 2020USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Change in fair value | $ 790 | ||||
Giner ELX, Inc | |||||
Percentage of outstanding shares | 100.00% | ||||
Earn-out payments | $ 16,000 | 7,800 | |||
Achievement of Allagash earn out | 8,000 | ||||
Receipt of certain customer opportunities | 2,000 | ||||
Achievement of revenue targets | $ 6,000 | ||||
Number of electrolyzer stacks | item | 2 | ||||
Increase in goodwill | $ 700 | ||||
Warrants term | 2 years | ||||
Increase in other liabilities | 700 | ||||
Reduction to valuation allowance | 5,200 | ||||
Unrecognized tax benefits released due to expiration of stature of limitations | 5,200 | ||||
Fair value contingent estimated | 10,400 | 9,600 | |||
Change in fair value | 800 | 1,800 | |||
Deferred tax liability | $ 5,889 | ||||
Giner ELX, Inc | Non achieving of allagash earn out revenue by July 31, 2033 | |||||
Percentage of monthly reduction of contingent consideration | 8.33% | ||||
Giner ELX, Inc | Earn-out revenue exceeds 150% of target stated for year 2023 | |||||
Warrants | $ 5,000 | ||||
Giner ELX, Inc | Earn-out revenue exceeds 200% of target stated for year 2023 | |||||
Warrants | $ 10,000 | ||||
United Hydrogen Group Inc | |||||
Percentage of outstanding shares | 100.00% | ||||
Earn-out payments | $ 1,100 | 200 | $ 200 | ||
Cash paid in respect to certain indebtedness | $ 1,000 | ||||
Payment made on achievement of first milestone | 300 | ||||
Change in fair value of contingent consideration due to reduction in the probability assessment | 610 | ||||
Increase in goodwill | 200 | ||||
Decrease in long term debt | 1,700 | ||||
Increase in other liabilities | $ 1,900 | ||||
United Hydrogen Group Inc | Common Stock | |||||
Value of shares of common stock issued | $ 6,500 | ||||
Developed Technology Rights | United Hydrogen Group Inc | |||||
Fair value of acquisition | 2,300 | ||||
In process R&D | Giner ELX, Inc | |||||
Fair value of acquisition | 29,000 | ||||
Customer Relationships | Giner ELX, Inc | |||||
Fair value of acquisition | 400 | ||||
Wet Stack Technology | Giner ELX, Inc | |||||
Fair value of acquisition | $ 400 |
Extended Maintenance Contract_2
Extended Maintenance Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Provision for Loss Accrual | ||
Beginning Balance | $ 24,013 | $ 3,702 |
Provision for Loss Accrual | 1,485 | 35,473 |
Released to Service Cost of Sales | (1,846) | (2,348) |
Released to Provision for Warrants | (12,814) | |
Ending Balance | $ 23,652 | $ 24,013 |
Earnings Per Share - Dilutive P
Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($) $ in Thousands | Jun. 11, 2021 | Jan. 07, 2021 | Jul. 01, 2020 | May 16, 2013 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Jan. 01, 2021 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Sep. 30, 2019 | Mar. 31, 2018 | Mar. 18, 2018 | Jul. 31, 2017 | Jul. 20, 2017 | Apr. 30, 2017 | Apr. 04, 2017 |
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 142,872,691 | 196,893,462 | ||||||||||||||||
Number of warrants exercised (in shares) | 16,489,014 | |||||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | ||||||||||||||||
Conversion of notes through common stock issuance | 16,000,000 | |||||||||||||||||
3.75% Convertible Senior Notes | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Principal amount | $ 197,278 | $ 212,463 | $ 12,500 | $ 200,000 | ||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||||||||
Conversion of notes through common stock issuance | 3,016,036 | |||||||||||||||||
Convertible Notes Payable | $ 15,200 | |||||||||||||||||
5.5% Convertible Senior Notes | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Principal amount | $ 160 | $ 33,500 | $ 100,000 | $ 100,000 | ||||||||||||||
Debt Instrument, Repurchased Face Amount | $ 66,300 | |||||||||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |||||||||||
Conversion of notes through common stock issuance | 69,808 | 14,600,000 | ||||||||||||||||
Convertible Notes Payable | $ 33,500 | |||||||||||||||||
Outstanding balance | $ 160 | |||||||||||||||||
7.5% Convertible Senior Note | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Interest rate (as a percent) | 7.50% | 7.50% | ||||||||||||||||
Stock options | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Stock options granted | 581,000 | 85,000 | ||||||||||||||||
Warrant Transaction Agreements | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | 55,286,696 | ||||||||||||||||
Number of warrants exercised (in shares) | 4,534,130 | 9,214,449 | ||||||||||||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | 55,286,696 | ||||||||||||||||
Number of warrants exercised (in shares) | 13,094,217 | 5,819,652 | ||||||||||||||||
Series C redeemable convertible preferred stock | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Temporary Equity, Stock Issued During Period, Shares, New Issues | 10,431 | |||||||||||||||||
Stock options | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 9,020,891 | 19,803,872 | ||||||||||||||||
Stock options granted | 581,000 | 85,000 | ||||||||||||||||
Restricted stock outstanding | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 6,416,308 | 4,600,227 | ||||||||||||||||
Stock options granted | 555,000 | 0 | ||||||||||||||||
Warrant | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 88,264,726 | 110,573,392 | ||||||||||||||||
Preferred stock | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 2,782,075 | |||||||||||||||||
Convertible senior notes | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 39,170,766 | 59,133,896 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory | ||
Raw materials and supplies - production locations | $ 123,450 | $ 92,221 |
Raw materials and supplies - customer locations | 12,538 | 12,405 |
Work-in-process | 46,118 | 29,349 |
Finished goods | 5,626 | 5,411 |
Inventory | $ 187,732 | $ 139,386 |
Equipment Related to Power Pu_3
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | ||
Lessor property and equipment related to power purchase agreements | $ 90,878 | $ 92,736 |
Less: accumulated depreciation | (16,664) | (16,929) |
Lessor property and equipment related to power purchase agreements, net | $ 74,214 | $ 75,807 |
Equipment Related to Power Pu_4
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net - Future minimum lease payments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessor, Lease, Description [Line Items] | ||
Depreciation expense | $ 1.8 | $ 2.1 |
Minimum | ||
Lessor, Lease, Description [Line Items] | ||
Lease term | 1 year | |
Maximum | ||
Lessor, Lease, Description [Line Items] | ||
Lease term | 10 years |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, plant and equipment | |||
Property, plant, and equipment, gross | $ 106,614 | $ 96,735 | |
Less: accumulated depreciation | (23,791) | (22,186) | |
Property, plant, and equipment, net | 82,823 | 74,549 | |
Depreciation expense | 1,600 | $ 900 | |
Land | |||
Property, plant and equipment | |||
Property, plant, and equipment, gross | 1,165 | 1,165 | |
Leasehold Improvements | |||
Property, plant and equipment | |||
Property, plant, and equipment, gross | 1,378 | 1,121 | |
Software, machinery and equipment | |||
Property, plant and equipment | |||
Property, plant, and equipment, gross | $ 104,071 | $ 94,449 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Gross Carrying Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Gross Carrying Amount | $ 42,982 | $ 43,587 |
Accumulated Amortization | (4,589) | (4,336) |
Total | 38,393 | 39,251 |
Goodwill | 71,964 | 72,387 |
Currency translation loss on goodwill | (400) | (400) |
Goodwill impairments | 0 | 0 |
In process R&D | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Gross Carrying Amount | 29,000 | 29,000 |
Total | $ 29,000 | $ 29,000 |
Acquired Technology | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 10 years | 10 years |
Gross Carrying Amount | $ 13,092 | $ 13,697 |
Accumulated Amortization | (4,260) | (4,042) |
Total | $ 8,832 | $ 9,655 |
Customer relationships, Backlog & Trademark | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 6 years | 6 years |
Gross Carrying Amount | $ 890 | $ 890 |
Accumulated Amortization | (329) | (294) |
Total | $ 561 | $ 596 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Intangible Assets and Goodwill | ||
Amortization of Intangible Assets | $ 364 | $ 175 |
Estimated amortization expense | ||
Remainder of 2021 | 1,093 | |
2022 | 1,458 | |
2023 | 1,458 | |
2024 | 1,436 | |
2025 and thereafter | 3,948 | |
Total | $ 9,393 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2021 | Dec. 31, 2019 | Mar. 31, 2019 | |
Long-Term Debt | |||||
Interest rate (as a percent) | 3.75% | 3.75% | |||
Percent of securities in foreign subsidiaries guaranteed to secure debt | 65.00% | ||||
Principal payments of long term debt | |||||
December 31, 2021 | $ 127,317 | ||||
December 31, 2022 | 93,321 | ||||
December 31, 2023 | 62,920 | ||||
December 31, 2024 | 33,692 | ||||
Secured term loan facility | Loan and security agreement | |||||
Long-Term Debt | |||||
Borrowing | $ 100,000 | ||||
Interest rate (as a percent) | 9.50% | 12.00% | |||
Term Loan facility | |||||
Long-Term Debt | |||||
Incremental term loan | $ 151,500 | ||||
Generate Lending, LLC | Secured term loan facility | Loan and security agreement | |||||
Long-Term Debt | |||||
Loan Amount | $ 100,000 |
Convertible Senior Notes - Net
Convertible Senior Notes - Net proceeds (Details) $ / shares in Units, $ in Thousands | Jan. 07, 2021USD ($)shares | Jul. 01, 2020shares | May 18, 2020USD ($)D$ / shares | May 31, 2020USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Mar. 31, 2020USD ($) | Jan. 01, 2021 | Nov. 30, 2020$ / shares | Aug. 31, 2020$ / shares | May 29, 2020USD ($) | Sep. 30, 2019 | Mar. 31, 2018USD ($) | Mar. 18, 2018 |
Convertible Senior Notes | ||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | ||||||||||||
Aggregate consideration for debt exchange | $ 15,345 | |||||||||||||
Conversion of notes through common stock issuance | shares | 16,000,000 | |||||||||||||
Conversion of preferred stock to common stock | $ 441 | |||||||||||||
Closing price of the company's stock | $ / shares | $ 22.25 | $ 10.25 | ||||||||||||
3.75% Convertible Senior Notes | ||||||||||||||
Convertible Senior Notes | ||||||||||||||
Principal amount | $ 200,000 | $ 212,463 | $ 197,278 | $ 12,500 | ||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||||
Conversion of notes through common stock issuance | shares | 3,016,036 | |||||||||||||
Conversion of preferred stock to common stock | $ 15,200 | |||||||||||||
Maturity principal amount | $ 1 | |||||||||||||
Conversion rates for the notes (in shares) | 198.6196 | |||||||||||||
Conversion price, per share | $ / shares | $ 5.03 | |||||||||||||
Trading days | D | 20 | |||||||||||||
Consecutive trading days | D | 30 | |||||||||||||
Conversion price (as a percent) | 130.00% | |||||||||||||
Number of business days | 5 days | |||||||||||||
Number of consecutive trading days | 5 days | |||||||||||||
Principal amount (as a percent) | 98.00% | |||||||||||||
Percentage of principal amount to be redeemed | 100.00% | |||||||||||||
Transaction costs for issuance | $ 7,000 | |||||||||||||
Initial purchasers' discount | 6,400 | $ 6,374 | ||||||||||||
Other issuance costs | $ 600 | $ 617 | ||||||||||||
Closing price of the company's stock | $ / shares | $ 35.84 | |||||||||||||
Fair value of convertible senior notes | $ 1,300,000 | |||||||||||||
3.75% Convertible Senior Notes | Minimum | ||||||||||||||
Convertible Senior Notes | ||||||||||||||
Redemption notice days | 1 day | |||||||||||||
3.75% Convertible Senior Notes | Maximum | ||||||||||||||
Convertible Senior Notes | ||||||||||||||
Redemption notice days | 3 days | |||||||||||||
7.5% Convertible Senior Note | ||||||||||||||
Convertible Senior Notes | ||||||||||||||
Interest rate (as a percent) | 7.50% | 7.50% | ||||||||||||
5.5% Convertible Senior Notes | ||||||||||||||
Convertible Senior Notes | ||||||||||||||
Principal amount | $ 160 | $ 100,000 | $ 33,500 | $ 100,000 | ||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |||||||
Repurchase of convertible senior notes | shares | 9,400,000 | |||||||||||||
Aggregate repurchase of debt | $ 128,900 | |||||||||||||
Aggregate consideration | 90,200 | |||||||||||||
Conversion of notes through common stock issuance | shares | 69,808 | 14,600,000 | ||||||||||||
Long-term borrowings | $ 160 | |||||||||||||
Maturity principal amount | 66,300 | |||||||||||||
Gain on early debt extinguishment | $ 13,200 | |||||||||||||
Gain (loss) on extinguishment of debt | $ 4,500 |
Convertible Senior Notes - Conv
Convertible Senior Notes - Conversion (Details) - USD ($) $ in Thousands | May 18, 2020 | May 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | May 29, 2020 |
Convertible Senior Notes | |||||
Net proceeds | $ 10,661 | $ 9,024 | |||
3.75% Convertible Senior Notes | |||||
Convertible Senior Notes | |||||
Principal amount | $ 200,000 | $ 212,463 | $ 197,278 | $ 12,500 | |
Less initial purchasers' discount | (6,400) | (6,374) | |||
Less cost of related capped calls | (16,253) | ||||
Less other issuance costs | $ (600) | (617) | |||
Net proceeds | $ 189,219 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 |
Convertible Senior Notes | |||||
Net carrying amount | $ 191,768 | $ 85,640 | |||
3.75% Convertible Senior Notes | |||||
Convertible Senior Notes | |||||
Principal | 197,278 | $ 212,463 | $ 12,500 | $ 200,000 | |
Unamortized debt issuance costs | (5,510) | ||||
Net carrying amount | $ 191,768 |
Convertible Senior Notes - Expe
Convertible Senior Notes - Expenses and Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amortization of Debt Issuance Costs | $ 1,092 | $ 2,716 |
3.75% Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest Expense | 1,897 | |
Amortization of Debt Issuance Costs | 1,258 | |
Total | $ 3,155 | |
Effective Interest Rate | 4.50% |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call and Common Stock Forward (Details) - USD ($) $ / shares in Units, $ in Millions | May 18, 2020 | Apr. 30, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jan. 07, 2021 | Jan. 01, 2021 | Jul. 01, 2020 | May 31, 2020 | May 29, 2020 | Sep. 30, 2019 | Mar. 31, 2018 | Mar. 18, 2018 |
Capped Call and Common Stock Forward | ||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | ||||||||||||
Share Price | $ 22.25 | $ 10.25 | ||||||||||||
Common stock shares issued | 43,700,000 | 35,276,250 | ||||||||||||
Common Stock Forward | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Common stock shares issued | 4,400,000 | |||||||||||||
Net cost incurred | $ 27.5 | |||||||||||||
Number of shares settled | 2,200,000 | 5,900,000 | ||||||||||||
3.75% Convertible Senior Notes | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||||
Share Price | $ 35.84 | |||||||||||||
3.75% Convertible Senior Notes | Capped Call | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Capped call options amount | $ 16.2 | |||||||||||||
Cap price | $ 6.7560 | |||||||||||||
Premium (as a percent) | 60.00% | |||||||||||||
Share Price | $ 4.11 | |||||||||||||
5.5% Convertible Senior Notes | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |||||||
5.5% Convertible Senior Notes | Capped Call | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Capped call options amount | $ 16 | |||||||||||||
5.5% Convertible Senior Notes | Common Stock Forward | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Common stock shares issued | 14,397,906 | |||||||||||||
7.5% Convertible Senior Note | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Interest rate (as a percent) | 7.50% | 7.50% |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock and Warrants (Details) $ / shares in Units, $ in Thousands | Apr. 13, 2020USD ($) | Feb. 28, 2021USD ($)$ / sharesshares | Nov. 30, 2020USD ($)$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Feb. 28, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)item$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2017shares |
Stockholders' equity | ||||||||
Preferred stock, Shares authorized | 5,000,000 | |||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||||
Net proceeds from shares of common stock sold | $ | $ 927,300 | $ 344,400 | $ 3,587,825 | |||||
Common Stock Shares, Outstanding | 566,385,952 | 458,051,920 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Number of votes per share | item | 1 | |||||||
Common stock shares issued | 43,700,000 | 35,276,250 | ||||||
Share price (in dollars per share) | $ / shares | $ 22.25 | $ 10.25 | ||||||
Number of warrants exercised (in shares) | 16,489,014 | |||||||
Proceeds from exercise of warrants, net of transaction costs | $ | $ 15,445 | |||||||
Series A Junior Participating Cumulative Preferred Stock | ||||||||
Stockholders' equity | ||||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||||
Common Stock Shares, Outstanding | 0 | |||||||
SK Holdings Co LTD | ||||||||
Stockholders' equity | ||||||||
Net proceeds from shares of common stock sold | $ | $ 1,600,000 | |||||||
Common stock shares issued | 54,966,188 | |||||||
Per share price of shares of common stock | $ / shares | $ 29.2893 | $ 29.2893 | ||||||
At Market Issuance Sales Agreement | ||||||||
Stockholders' equity | ||||||||
Authorized amount | $ | $ 75,000 | |||||||
Public Offerings | ||||||||
Stockholders' equity | ||||||||
Net proceeds from shares of common stock sold | $ | $ 1,800,000 | |||||||
Common stock shares issued | 32,200,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 65 | $ 65 | ||||||
Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017 | ||||||||
Stockholders' equity | ||||||||
Number of warrants were vested and exercisable | 68,380,913 | 68,380,913 | ||||||
Maximum | Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017 | ||||||||
Stockholders' equity | ||||||||
Class of Warrant or Right Issued | 110,573,392 |
Warrant Transaction Agreement_2
Warrant Transaction Agreements - Amazon.com, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Nov. 02, 2020USD ($)installment$ / sharesshares | Jan. 01, 2019USD ($)installmentshares | Apr. 04, 2017USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 30, 2017shares |
Class of Warrant or Right [Line Items] | |||||||||||
Selling, general and administrative | $ 25,579 | $ 11,109 | |||||||||
Risk-free interest rate | 0.58% | 0.58% | 0.58% | ||||||||
Volatility | 75.00% | 75.00% | 75.00% | ||||||||
Expected average term | 6 years 5 months 1 day | 6 years 3 months 3 days | |||||||||
Exercise price | $ / shares | $ 13.81 | $ 13.81 | $ 13.81 | ||||||||
Stock price | $ / shares | $ 33.91 | 15.47 | $ 33.91 | ||||||||
Warrant shares exercised (in shares) | shares | 16,489,014 | ||||||||||
Warrant Transaction Agreements | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 55,286,696 | 55,286,696 | |||||||||
Reduction in revenue | $ 104 | $ 1,300 | |||||||||
Warrant shares vested (in shares) | shares | 55,286,696 | 55,286,696 | |||||||||
Fair value of warrants per share | $ / shares | $ 26.95 | $ 10.57 | $ 26.95 | ||||||||
Warrant shares exercised (in shares) | shares | 4,534,130 | 9,214,449 | |||||||||
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 5,819,652 | ||||||||||
Cash payments to be received under agreement | $ 600,000 | ||||||||||
Selling, general and administrative | $ 6,700 | ||||||||||
Exercise price calculation | $1.1893 | ||||||||||
Tranche two of warrants issued with the Amazon.com, Inc. Transaction Agreement | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Cash payments to be received under agreement | $ 50,000 | ||||||||||
Reduction in revenue | $ 9,000 | $ 4,100 | $ 9,800 | ||||||||
Warrant shares vested (in shares) | shares | 29,098,260 | ||||||||||
Number of installments | installment | 4 | ||||||||||
Tranche two of warrants issued with the Amazon.com, Inc. Transaction Agreement | Maximum | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Cash payments to be received under agreement | $ 200,000 | ||||||||||
Tranche three of warrants issued with the Amazon.com, Inc. Transaction Agreement | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Cash payments to be received under agreement | $ 50,000 | ||||||||||
Reduction in revenue | $ 399,700 | 24,100 | |||||||||
Warrant shares vested (in shares) | shares | 20,368,784 | ||||||||||
Number of installments | installment | 8 | ||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 13.81 | ||||||||||
Fair value of warrants per share | $ / shares | $ 10.57 | ||||||||||
Warrant percentage weighted average share price | 90.00% | ||||||||||
Tranche three of warrants issued with the Amazon.com, Inc. Transaction Agreement | Maximum | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Cash payments to be received under agreement | $ 400,000 | ||||||||||
Warrant Issued With Amazon | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Reduction in revenue | $ 399,700 | ||||||||||
Warrant shares vested (in shares) | shares | 5,354,905 | 12,730,490 | 5,354,905 | ||||||||
Provision for loss contracts related to services | $ 12,800 |
Warrant Transaction Agreement_3
Warrant Transaction Agreements - Walmart Stores, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Millions | Jul. 20, 2017USD ($)installment$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020shares | Mar. 31, 2020USD ($) | Dec. 31, 2020shares | Jul. 31, 2017shares |
Warrant Transaction Agreements | ||||||
Warrant shares exercised (in shares) | 16,489,014 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | ||||||
Warrant Transaction Agreements | ||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | 55,286,696 | ||||
Reduction in revenue | $ | $ 1.6 | $ 0.9 | ||||
Cash payments to be received under agreement | $ | $ 200 | |||||
Warrant shares vested (in shares) | 13,094,217 | 13,094,217 | 13,094,217 | |||
Exercise price calculation | The exercise price of the third tranche of Walmart Warrant Shares will be an amount per share equal to ninety percent (90%) of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares, provided that, with limited exceptions, the exercise price for the third tranche will be no lower than $1.1893 | |||||
Warrant shares exercised (in shares) | 13,094,217 | 5,819,652 | ||||
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | ||||||
Warrant Transaction Agreements | ||||||
Reduction in revenue | $ | $ 10.9 | |||||
Warrant shares vested (in shares) | 5,819,652 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.1231 | |||||
Warrant shares exercised (in shares) | 5,819,652 | |||||
Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement | ||||||
Warrant Transaction Agreements | ||||||
Cash payments to be received under agreement | $ | $ 50 | |||||
Warrant shares vested (in shares) | 29,098,260 | |||||
Number of installments | installment | 4 | |||||
Number of shares per installment | 7,274,565 | |||||
Warrant shares exercised (in shares) | 7,274,565 | |||||
Tranche three of warrants issued with the Walmart Stores, Inc. Transaction Agreement | ||||||
Warrant Transaction Agreements | ||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 20,368,784 | |||||
Cash payments to be received under agreement | $ | $ 50 | |||||
Number of installments | installment | 8 | |||||
Number of shares per installment | 2,546,098 | |||||
Maximum | Warrants issued with the Walmart Stores, Inc transaction agreement | ||||||
Warrant Transaction Agreements | ||||||
Cash payments to be received under agreement | $ | $ 600 | |||||
Maximum | Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement | ||||||
Warrant Transaction Agreements | ||||||
Cash payments to be received under agreement | $ | 200 | |||||
Maximum | Tranche three of warrants issued with the Walmart Stores, Inc. Transaction Agreement | ||||||
Warrant Transaction Agreements | ||||||
Cash payments to be received under agreement | $ | $ 400 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | ||
Net revenue | $ 71,958 | $ 40,819 |
Sales of fuel cell systems | ||
Revenue | ||
Net revenue | 26,419 | 14,732 |
Sale of hydrogen installations and other infrastructure | ||
Revenue | ||
Net revenue | 20,353 | 5,736 |
Services performed on fuel cell systems and related infrastructure | ||
Revenue | ||
Net revenue | 6,045 | 6,521 |
Power Purchase Agreements | ||
Revenue | ||
Net revenue | 7,826 | 6,421 |
Fuel delivered to customers | ||
Revenue | ||
Net revenue | 11,127 | 7,333 |
Other | ||
Revenue | ||
Net revenue | $ 188 | $ 76 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue | ||
Accounts receivable | $ 42,632 | $ 43,041 |
Contract assets | 17,009 | 18,189 |
Contract liabilities | 72,897 | 76,285 |
Other Current Liabilities | ||
Revenue | ||
Contract liabilities | 15,300 | 20,100 |
Services performed on fuel cell systems and related infrastructure | ||
Revenue | ||
Contract liabilities | $ 57,600 | $ 56,200 |
Revenue - Changes in contract a
Revenue - Changes in contract assets and contract liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Contract assets | |
Transferred to receivables from contract assets recognized at the beginning of the period | $ (2,625) |
Revenue recognized and not billed as of the end of the period | 1,445 |
Net change in contract assets | (1,180) |
Contract liabilities | |
Increases due to cash received, net of amounts recognized as revenue during the period | 13,045 |
Revenue recognized that was included in the contract liability balance as of the beginning of the period | (16,433) |
Net change in contract liabilities | $ (3,388) |
Revenue - Estimated future reve
Revenue - Estimated future revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Revenue | |
Total estimated future revenue | $ 494,443 |
Sales of fuel cell systems | |
Revenue | |
Total estimated future revenue | 66,033 |
Sale of hydrogen installations and other infrastructure | |
Revenue | |
Total estimated future revenue | 69,678 |
Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Total estimated future revenue | 105,852 |
Power Purchase Agreements | |
Revenue | |
Total estimated future revenue | 185,431 |
Fuel delivered to customers | |
Revenue | |
Total estimated future revenue | 64,555 |
Other | |
Revenue | |
Total estimated future revenue | $ 2,894 |
Maximum | Sales of fuel cell systems | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 1 year |
Maximum | Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 7 years |
Maximum | Power Purchase Agreements | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 7 years |
Minimum | Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 5 years |
Minimum | Power Purchase Agreements | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 5 years |
Revenue - Others (Details)
Revenue - Others (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue | ||
Capitalized contract costs | $ 1.7 | $ 1.5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes | ||
Income tax benefit | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Fair Value Measurements | |
Assets, transfers from Level 1 to Level 2 | $ 0 |
Assets, transfers from Level 2 to Level 1 | 0 |
Assets, transfers from Level 1 to Level 3 | 0 |
Assets, transfers from Level 3 to Level 1 | 0 |
Liabilities, transfers from Level 1 to Level 2 | 0 |
Liabilities, transfers from Level 2 to Level 1 | 0 |
Liabilities, transfers from Level 1 to Level 3 | 0 |
Liabilities, transfers from Level 3 to Level 1 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Carrying Amount | $ 5,786,241 | $ 2,251,282 | |
Liabilities, Carrying Amount | 867,178 | 784,363 | |
Cash | $ 4,300,000 | ||
Recurring basis | Carrying Amount | Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Carrying Amount | 10,550 | ||
Liabilities, Carrying Amount | 9,760 | ||
Recurring basis | Carrying Amount | Convertible senior notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Carrying Amount | 191,768 | ||
Liabilities, Carrying Amount | 85,640 | ||
Recurring basis | Carrying Amount | Long-term debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Carrying Amount | 161,259 | ||
Liabilities, Carrying Amount | 175,402 | ||
Recurring basis | Carrying Amount | Finance obligations | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Carrying Amount | 182,791 | ||
Liabilities, Carrying Amount | 181,553 | ||
Recurring basis | Carrying Amount | Cash and cash equivalents | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Carrying Amount | 93,941 | ||
Recurring basis | Carrying Amount | Corporate bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Carrying Amount | 99,171 | ||
Recurring basis | Carrying Amount | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Carrying Amount | 306,089 | ||
Recurring basis | Total | Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 10,550 | ||
Liabilities, Fair Value | 9,760 | ||
Recurring basis | Total | Convertible senior notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 1,320,952 | ||
Liabilities, Fair Value | 1,272,766 | ||
Recurring basis | Total | Long-term debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 161,259 | ||
Liabilities, Fair Value | 175,402 | ||
Recurring basis | Total | Finance obligations | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 182,791 | ||
Liabilities, Fair Value | 181,553 | ||
Recurring basis | Total | Cash and cash equivalents | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 93,941 | ||
Recurring basis | Total | Corporate bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 99,171 | ||
Recurring basis | Total | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 306,089 | ||
Recurring basis | Significant Other Observable Inputs (Level 2) | Convertible senior notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 1,320,952 | ||
Liabilities, Fair Value | 1,272,766 | ||
Recurring basis | Significant Other Observable Inputs (Level 2) | Cash and cash equivalents | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 93,941 | ||
Recurring basis | Significant Other Observable Inputs (Level 2) | Corporate bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 99,171 | ||
Recurring basis | Significant Other Observable Inputs (Level 2) | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 306,089 | ||
Recurring basis | Significant Other Unobservable Inputs (Level 3) | Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 10,550 | ||
Liabilities, Fair Value | 9,760 | ||
Recurring basis | Significant Other Unobservable Inputs (Level 3) | Long-term debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | 161,259 | ||
Liabilities, Fair Value | 175,402 | ||
Recurring basis | Significant Other Unobservable Inputs (Level 3) | Finance obligations | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value | $ 182,791 | ||
Liabilities, Fair Value | $ 181,553 |
Operating and Finance Lease L_3
Operating and Finance Lease Liabilities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Rental expense for all operating lease | $ 8,000 | $ 4,800 | |
Gross profit on sale leaseback transactions | 16,000 | 5,300 | |
Recognition of right of use asset - operating leases | 11,900 | 5,200 | |
Right of use assets related to operating leases, net | 124,503 | $ 117,016 | |
Amortization of right-of-use asset from operating lease | 50,300 | 48,600 | |
Right of use assets related to finance leases, net | 11,270 | 5,724 | |
Amortization of right-of-use asset from finance lease | 143 | 102 | |
Prepaid rent and security deposit | 2,400 | $ 5,800 | |
Right of use assets obtained in exchange for new finance lease liabilities | $ 5,600 | $ 0 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease Term - as Lessee | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease Term - as Lessee | 9 years |
Operating and Finance Lease L_4
Operating and Finance Lease Liabilities - Future minimum lease payments under operating and finance leases (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Future minimum lease payments under operating lease | |
Remainder of 2021 | $ 24,082 |
2022 | 29,050 |
2023 | 29,107 |
2024 | 29,097 |
2025 and thereafter | 56,232 |
Total future minimum lease payments | 167,568 |
Less imputed lease interest | (45,257) |
Total operating lease, liabilities | 122,311 |
Future minimum lease payments under finance leases | |
Remainder of 2021 | 1,874 |
2022 | 2,471 |
2023 | 2,446 |
2024 | 2,529 |
2025 and thereafter | 3,103 |
Total future minimum lease payments | 12,423 |
Less imputed lease interest | (2,122) |
Total finance lease liabilities | 10,301 |
Future minimum lease payments under operating and finance leases | |
Remainder of 2021 | 25,956 |
2022 | 31,521 |
2023 | 31,553 |
2024 | 31,626 |
2025 and thereafter | 59,335 |
Total future minimum payments | 179,991 |
Less imputed interest | (47,379) |
Total | $ 132,612 |
Operating and Finance Lease L_5
Operating and Finance Lease Liabilities - Other information related to the operating leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other information of operating leases | ||
Cash payments | $ 6,734 | $ 8,199 |
Weighted average remaining lease term (in years) | 5 years 9 months 7 days | 4 years 2 months 19 days |
Weighted average discount rate (as a percent) | 11.60% | 12.00% |
Operating and Finance Lease L_6
Operating and Finance Lease Liabilities - Other information related to the finance leases (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other information | ||
Cash payments | $ 433 | $ 78 |
Weighted average remaining lease term (years) | 5 years 1 month 6 days | 7 years 6 months 3 days |
Weighted average discount rate | 7.20% | 8.80% |
Finance Obligation - Narrative
Finance Obligation - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Sale Leaseback Transaction [Line Items] | ||
Total operating lease, liabilities | $ 122,311 | |
Short term operating lease obligation | 18,778 | $ 14,314 |
Long term operating lease obligation | 103,533 | 99,624 |
Total finance lease liabilities | 10,301 | |
Short term finance lease obligation | 1,794 | 903 |
Long term finance lease obligation | 8,507 | 4,493 |
Sale Leaseback Agreements | ||
Sale Leaseback Transaction [Line Items] | ||
Total finance lease liabilities | 21,769 | 23,900 |
Short term finance lease obligation | 7,400 | 8,000 |
Long term finance lease obligation | 14,400 | 15,900 |
Sale Leaseback Agreements | Future Services [Member] | ||
Sale Leaseback Transaction [Line Items] | ||
Short term operating lease obligation | 24,700 | |
Long term operating lease obligation | 136,300 | |
Total finance lease liabilities | $ 161,000 | 157,700 |
Short term finance lease obligation | 24,200 | |
Long term finance lease obligation | $ 133,500 |
Finance Obligation - Future min
Finance Obligation - Future minimum payments under finance obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Future minimum lease payments under finance leases | ||
Remainder of 2021 | $ 1,874 | |
2022 | 2,471 | |
2023 | 2,446 | |
2024 | 2,529 | |
2025 and thereafter | 3,103 | |
Total future minimum lease payments | 12,423 | |
Less imputed lease interest | (2,122) | |
Total finance lease liabilities | 10,301 | |
Finance obligation | ||
Future minimum lease payments under finance leases | ||
Remainder of 2021 | 38,533 | |
2022 | 46,530 | |
2023 | 44,703 | |
2024 | 57,708 | |
2025 and thereafter | 59,449 | |
Total future minimum lease payments | 246,923 | |
Less imputed lease interest | (64,132) | |
Total finance lease liabilities | 182,791 | |
Sale of Future Revenue - Debt | ||
Future minimum lease payments under finance leases | ||
Remainder of 2021 | 31,738 | |
2022 | 41,554 | |
2023 | 41,554 | |
2024 | 41,554 | |
2025 and thereafter | 59,449 | |
Total future minimum lease payments | 215,849 | |
Less imputed lease interest | (54,827) | |
Total finance lease liabilities | 161,022 | |
Sale Leaseback Agreements | ||
Future minimum lease payments under finance leases | ||
Remainder of 2021 | 6,795 | |
2022 | 4,976 | |
2023 | 3,149 | |
2024 | 16,154 | |
Total future minimum lease payments | 31,074 | |
Less imputed lease interest | (9,305) | |
Total finance lease liabilities | $ 21,769 | $ 23,900 |
Finance Obligation - Other info
Finance Obligation - Other information related to finance obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other information | ||
Cash payments | $ 433,000 | $ 78,000 |
Weighted average remaining lease term (years) | 5 years 1 month 6 days | 7 years 6 months 3 days |
Weighted average discount rate | 7.20% | 8.80% |
Finance obligation | ||
Other information | ||
Cash payments | $ 12,816 | $ 9,879 |
Weighted average remaining lease term (years) | 4 years 10 months 24 days | 4 years 3 months 18 days |
Weighted average discount rate | 11.20% | 11.10% |
Investments - Available-for-sal
Investments - Available-for-sale securities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 405,168 |
Gross Unrealized Gains | 160 |
Gross Unrealized Losses | (68) |
Fair Value | 405,260 |
Corporate bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 99,239 |
Gross Unrealized Losses | (68) |
Fair Value | 99,171 |
Commercial paper | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 305,929 |
Gross Unrealized Gains | 160 |
Fair Value | $ 306,089 |
Investments - Contractual Matur
Investments - Contractual Maturity (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Amortized Cost | |
Within one year | $ 375,804 |
After one through five years | 29,364 |
Amortized Cost | 405,168 |
Fair Value | |
Within one year | 375,927 |
After one through five years | 29,333 |
Total available-for-sale securities | $ 405,260 |
Commitments and Contingencies -
Commitments and Contingencies - Concentrations of Credit Risk (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)customer | Mar. 31, 2020USD ($)customer | Dec. 31, 2020customer | |
Customer Concentration | |||
Restricted cash | $ | $ 198,600 | ||
Consolidated revenue | $ | 71,958 | $ 40,819 | |
Letter of Credit | |||
Customer Concentration | |||
Letters of credit backed by restricted cash | $ | $ 144,400 | ||
Accounts receivable | Customer concentration | Two customers | |||
Customer Concentration | |||
Number of customers | 2 | ||
Concentration risk (as a percent) | 67.70% | ||
Accounts receivable | Customer concentration | Three customers | |||
Customer Concentration | |||
Number of customers | 3 | ||
Concentration risk (as a percent) | 73.90% | ||
Revenues | Customer concentration | Two customers | |||
Customer Concentration | |||
Number of customers | 2 | ||
Concentration risk (as a percent) | 65.90% | ||
Revenues | Customer concentration | Three customers | |||
Customer Concentration | |||
Number of customers | 3 | ||
Concentration risk (as a percent) | 71.20% |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumptions For Estimating Fair Value (Details) - USD ($) $ in Millions | May 12, 2011 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Stock options | ||||
Employee Benefit Plans | ||||
Number of options outstanding (in shares) | 9,020,891 | 10,284,498 | ||
Compensation cost | $ 3.3 | $ 1.4 | ||
Stock options granted | 581,000 | 85,000 | ||
Assumptions for estimating fair value | ||||
Dividend Yield | 0.00% | |||
Expected term of options (years) | 6 years | 6 years | ||
Risk Free interest rate, minimum | 0.61% | 0.69% | ||
Risk Free interest rate, maximum | 0.73% | 1.37% | ||
Volatility (as a percent): | 72.46% | 64.19% | ||
the 2011 Plan | ||||
Employee Benefit Plans | ||||
Compensation cost | $ 8.5 | $ 2.5 | ||
the 2011 Plan | Stock options | ||||
Employee Benefit Plans | ||||
Maximum number of common stock shares available for issuance | 1,000,000 | 42,400,000 | ||
Aggregate number of options granted (in shares) | 9,000,000 | |||
Expiration period | 10 years | |||
Stock options granted | 0 | |||
the 2011 Plan | Stock options | Minimum | ||||
Employee Benefit Plans | ||||
Vesting period | 1 year | |||
the 2011 Plan | Stock options | Maximum | ||||
Employee Benefit Plans | ||||
Vesting period | 3 years | |||
the 2011 Plan | Employees | Stock options | ||||
Employee Benefit Plans | ||||
Vesting period | 3 years | |||
Expiration period | 10 years | |||
the 2011 Plan | Board of Directors | Stock options | ||||
Employee Benefit Plans | ||||
Vesting period | 1 year |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Activity, Weighted Average Exercise Price (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Shares | |||
Options outstanding, beginning balance (in shares) | 10,284,498 | ||
Granted (in shares) | 581,000 | 85,000 | |
Exercised (in shares) | (1,811,274) | ||
Forfeited (in shares) | (33,333) | ||
Options outstanding, end balance (in shares) | 9,020,891 | 10,284,498 | |
Options exercisable (in shares) | 2,284,519 | ||
Options unvested (in shares) | 6,736,372 | ||
Weighted Average Exercise Price | |||
Options outstanding, beginning balance, weighted-average exercise price | $ 5.78 | ||
Granted, weighted-average exercise price | 65.72 | ||
Exercised, weighted-average exercise price | 2.65 | ||
Forfeited, weighted-average exercise price | 1.74 | ||
Options outstanding, end balance, weighted-average exercise price | 15.18 | $ 5.78 | |
Options exercisable, weighted-average exercise price | 2.07 | ||
Options unvested, weighted-average exercise price | $ 11.73 | ||
Stock option activity additional disclosures | |||
Options outstanding, weighted-average remaining contractual term | 8 years 1 month 6 days | 7 years 9 months 18 days | |
Options exercisable, weighted-average remaining contractual term | 5 years 8 months 12 days | ||
Options unvested, weighted-average remaining contractual term | 8 years 10 months 24 days | ||
Options outstanding, aggregate intrinsic value | $ 247,964 | $ 289,316 | |
Options exercisable, aggregate intrinsic value | 77,143 | ||
Options unvested, aggregate intrinsic value | $ 170,820 | ||
Weighted-average grant date fair value of options granted (per share) | $ 31.78 | $ 2.80 | |
Unrecognized compensation cost | $ 40,500 | ||
Period for recognition | 3 years | ||
Fair value of stock options that vested during the period | $ 2,900 | $ 1,200 |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Activity (Details) - Restricted stock outstanding - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Benefit Plans | ||
Compensation cost | $ 5,200 | $ 1 |
Unrecognized compensation cost | $ 64,100 | $ 7,400 |
Period for recognition | 3 years | |
Shares | ||
Unvested restricted stock, beginning balance (in shares) | 5,874,642 | |
Granted (in shares) | 555,000 | |
Vested (in shares) | (10,001) | |
Forfeited (in shares) | (3,333) | |
Unvested restricted stock, end balance (in shares) | 6,416,308 | |
Aggregate Intrinsic Value | ||
Unvested restricted stock aggregate intrinsic value | $ 229,960 | |
Minimum | ||
Employee Benefit Plans | ||
Vesting period | 1 year | |
Maximum | ||
Employee Benefit Plans | ||
Vesting period | 3 years |
Employee Benefit Plans - 401(K)
Employee Benefit Plans - 401(K) Saving And Retirement Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Non Employee Director | ||
Employee Benefit Plan Compensation | ||
Granted (in shares) | 2,653 | 14,833 |
Compensation cost | $ 85 | $ 56 |
Savings And Retirement Plan 401 K | ||
401(K) Savings & Retirement Plan | ||
Percent of salary employee is permitted to contribute | 100.00% | |
Vesting period | 3 years | |
Common stock, shares issued | 12,513 | 133,250 |
Total expense (including issuance of shares) | $ 1,300 | $ 529 |
Susequent Events (Details)
Susequent Events (Details) - HyVia - Subsequent event € in Millions | Jun. 23, 2021EUR (€) |
Subsequent Event [Line Items] | |
Minimum investment expected to be made under pro rata basis | € 65 |
Plug Power France | |
Subsequent Event [Line Items] | |
Ownership interest (as a percent) | 50.00% |
Renault | |
Subsequent Event [Line Items] | |
Ownership interest (as a percent) | 50.00% |