Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Document and Entity Information: | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 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 $.01 per share | |
Trading Symbol | PLUG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 576,355,807 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Central Index Key | 0001093691 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 3,371,962 | $ 1,312,404 |
Restricted cash | 90,688 | 64,041 |
Available-for-sale securities, at fair value (amortized cost $756,841 and allowance for credit losses of $0 at September 30, 2021) | 752,766 | |
Equity securities | 147,649 | |
Accounts receivable | 132,370 | 43,041 |
Inventory | 229,814 | 139,386 |
Prepaid expenses and other current assets | 62,746 | 44,324 |
Total current assets | 4,787,995 | 1,603,196 |
Restricted cash | 390,542 | 257,839 |
Property, plant, and equipment, net | 169,586 | 74,549 |
Right of use assets related to finance leases, net | 22,039 | 5,724 |
Right of use assets related to operating leases, net | 167,907 | 117,016 |
Equipment related to power purchase agreements and fuel delivered to customers, net | 78,711 | 75,807 |
Goodwill | 71,856 | 72,387 |
Intangible assets, net | 37,644 | 39,251 |
Other assets | 13,820 | 5,513 |
Total assets | 5,740,100 | 2,251,282 |
Current liabilities: | ||
Accounts payable | 68,378 | 50,198 |
Accrued expenses | 52,645 | 46,083 |
Deferred revenue | 35,463 | 23,275 |
Operating lease liabilities | 23,284 | 14,314 |
Finance lease liabilities | 2,758 | 903 |
Finance obligations | 35,595 | 32,717 |
Current portion of long-term debt | 23,491 | 25,389 |
Other current liabilities | 28,329 | 29,487 |
Total current liabilities | 269,943 | 222,366 |
Deferred revenue | 63,402 | 32,944 |
Operating lease liabilities | 139,400 | 99,624 |
Finance lease liabilities | 17,027 | 4,493 |
Finance obligations | 172,242 | 148,836 |
Convertible senior notes, net | 192,320 | 85,640 |
Long-term debt | 123,764 | 150,013 |
Other liabilities | 55,113 | 40,447 |
Total liabilities | 1,033,211 | 784,363 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 1,500,000,000 shares authorized; Issued (including shares in treasury): 593,077,995 at September 30, 2021 and 473,977,469 at December 31, 2020 | 5,930 | 4,740 |
Additional paid-in capital | 6,978,454 | 3,446,650 |
Accumulated other comprehensive (loss) gain | (2,338) | 2,451 |
Accumulated deficit | (2,203,989) | (1,946,488) |
Less common stock in treasury: 17,032,648 at September 30, 2021 and 15,926,068 at December 31, 2020 | (71,168) | (40,434) |
Total stockholders' equity | 4,706,889 | 1,466,919 |
Total liabilities and stockholders' equity | $ 5,740,100 | $ 2,251,282 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheets | ||
Debt Securities, Available-for-sale, Amortized Cost, Current | $ 756,841 | |
Debt Securities, Available-for-sale, Allowance for Credit Loss, Current | $ 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 593,077,995 | 473,977,469 |
Common stock in treasury, shares | 17,032,648 | 15,926,068 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net revenue: | ||||
Net revenue | $ 143,922,000 | $ 107,048,000 | $ 340,437,000 | $ 215,862,000 |
Cost of revenue: | ||||
Total cost of revenue | 175,000,000 | 135,632,000 | 423,984,000 | 254,164,000 |
Gross loss | (31,078,000) | (28,584,000) | (83,547,000) | (38,302,000) |
Operating expenses: | ||||
Research and development | 16,634,000 | 7,386,000 | 37,623,000 | 17,033,000 |
Selling, general and administrative | 42,421,000 | 17,210,000 | 106,652,000 | 49,963,000 |
Change in fair value of contingent consideration | 8,530,000 | 1,130,000 | 8,760,000 | 1,130,000 |
Total operating expenses | 67,585,000 | 25,726,000 | 153,035,000 | 68,126,000 |
Operating loss | (98,663,000) | (54,310,000) | (236,582,000) | (106,428,000) |
Interest | (5,361,000) | (17,248,000) | (27,895,000) | (42,407,000) |
Other expense, net | (50,000) | (303,000) | (318,000) | (452,000) |
Realized loss on investments, net | (254,000) | (236,000) | ||
Change in fair value of equity securities | (607,000) | (284,000) | ||
Gain on extinguishment of debt | 13,222,000 | |||
Loss on equity method investments | (1,736,000) | (1,736,000) | ||
Loss before income taxes | (106,671,000) | (71,861,000) | (267,051,000) | (136,065,000) |
Income tax benefit | 0 | 6,644,000 | 0 | 24,015,000 |
Net loss attributable to the Company | (106,671,000) | (65,217,000) | (267,051,000) | (112,050,000) |
Preferred stock dividends declared | (26,000) | |||
Net loss attributable to common stockholders | $ (106,671,000) | $ (65,217,000) | $ (267,051,000) | $ (112,076,000) |
Net loss per share: | ||||
Basic and diluted | $ (0.19) | $ (0.18) | $ (0.48) | $ (0.34) |
Weighted average number of common stock outstanding | 574,520,806 | 371,010,544 | 551,894,779 | 330,949,265 |
Sales of fuel cell systems and related infrastructure | ||||
Net revenue: | ||||
Net revenue | $ 115,999,000 | $ 83,662,000 | $ 262,049,000 | $ 151,876,000 |
Cost of revenue: | ||||
Total cost of revenue | 89,235,000 | 69,428,000 | 198,122,000 | 117,290,000 |
Services performed on fuel cell systems and related infrastructure | ||||
Net revenue: | ||||
Net revenue | 6,677,000 | 6,829,000 | 18,397,000 | 19,586,000 |
Cost of revenue: | ||||
Total cost of revenue | 18,697,000 | 9,180,000 | 47,258,000 | 27,300,000 |
Provision for loss contracts related to service | ||||
Cost of revenue: | ||||
Total cost of revenue | 7,462,000 | 25,147,000 | 15,641,000 | 25,948,000 |
Power Purchase Agreements | ||||
Net revenue: | ||||
Net revenue | 9,321,000 | 6,629,000 | 25,508,000 | 19,629,000 |
Cost of revenue: | ||||
Total cost of revenue | 31,199,000 | 14,744,000 | 71,776,000 | 44,019,000 |
Fuel delivered to customers | ||||
Net revenue: | ||||
Net revenue | 11,556,000 | 9,831,000 | 33,804,000 | 24,536,000 |
Cost of revenue: | ||||
Total cost of revenue | 27,857,000 | 17,002,000 | 90,331,000 | 39,332,000 |
Other | ||||
Net revenue: | ||||
Net revenue | 369,000 | 97,000 | 679,000 | 235,000 |
Cost of revenue: | ||||
Total cost of revenue | $ 550,000 | $ 131,000 | $ 856,000 | $ 275,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss | ||||
Net loss attributable to the Company | $ (106,671) | $ (65,217) | $ (267,051) | $ (112,050) |
Foreign currency translation (loss) gain | (172) | 687 | (714) | 558 |
Change in net unrealized loss on available-for-sale securities | (2,200) | (4,075) | ||
Comprehensive loss attributable to the Company | (109,043) | (64,530) | (271,840) | (111,492) |
Preferred stock dividends declared | (26) | |||
Comprehensive loss attributable to common stockholders | $ (109,043) | $ (64,530) | $ (271,840) | $ (111,518) |
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 Stock7.5% Convertible Senior Note | Common StockPrivate placement | Common Stock | Additional Paid-in-Capital3.75% Convertible Senior Notes | Additional Paid-in-Capital5.5% Convertible Senior Notes | Additional Paid-in-Capital7.5% Convertible Senior Note | 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 | 7.5% Convertible Senior Note | 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 | (112,050) | (112,050) | ||||||||||||||||
Other comprehensive (loss) gain | 558 | 558 | ||||||||||||||||
Stock-based compensation | $ 4 | 9,254 | 9,258 | |||||||||||||||
Stock-based compensation (in shares) | 402,003 | |||||||||||||||||
Stock dividend | 20 | (20) | ||||||||||||||||
Stock dividend (in shares) | 5,156 | |||||||||||||||||
Issuance of common stock, net | $ 353 | 344,045 | 344,398 | |||||||||||||||
Issuance of common stock, net (in shares) | 35,276,250 | |||||||||||||||||
Stock option exercises | $ 137 | 32,416 | 32,553 | |||||||||||||||
Stock option exercises (in shares) | 13,736,265 | |||||||||||||||||
Equity component of convertible senior notes, net of issuance costs and income tax (benefit) expense | 108,479 | 108,479 | ||||||||||||||||
Purchase of capped calls | (16,253) | (16,253) | ||||||||||||||||
Termination of capped calls | 24,158 | 24,158 | ||||||||||||||||
Stock exchanged for tax withholding | $ (9,218) | (9,218) | ||||||||||||||||
Stock exchanged for tax withholding (in shares) | 667,023 | |||||||||||||||||
Provision for common stock warrants | 32,529 | 32,529 | ||||||||||||||||
Accretion of discount, preferred stock | (29) | (29) | ||||||||||||||||
Conversion of preferred stock | $ 30 | 1,148 | 1,178 | |||||||||||||||
Conversion of preferred stock (in shares) | 2,998,526 | |||||||||||||||||
Conversion of Convertible Senior Notes | $ 160 | $ 42,713 | $ 42,873 | |||||||||||||||
Conversion of Convertible Senior Notes (in shares) | 16,000,000 | |||||||||||||||||
Repurchase of 5.5% Convertible Senior Notes, net of income tax benefit | $ 94 | (51,840) | (51,746) | |||||||||||||||
Repurchase of 5.5% Convertible Senior Notes, net of income tax benefit (in shares) | 9,409,591 | |||||||||||||||||
Shares issued for acquisitions | $ 97 | 49,576 | 49,673 | |||||||||||||||
Shares issued for acquisitions (in shares) | 9,658,465 | |||||||||||||||||
Balance at Sep. 30, 2020 | $ 4,061 | 2,083,169 | 1,846 | $ (40,434) | (1,462,377) | 586,265 | ||||||||||||
Balance (in shares) at Sep. 30, 2020 | 406,123,816 | 15,926,068 | ||||||||||||||||
Balance (ASU 2020-06) at Dec. 31, 2020 | (130,185) | 9,550 | (120,635) | |||||||||||||||
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 | (267,051) | $ (267,051) | ||||||||||||||||
Other comprehensive (loss) gain | (4,789) | (4,789) | ||||||||||||||||
Stock-based compensation | 34,813 | 34,813 | ||||||||||||||||
Stock-based compensation (in shares) | 61,408 | |||||||||||||||||
Issuance of common stock, net | $ 549 | $ 322 | $ 1,564,088 | 2,022,871 | $ 1,564,637 | 2,023,193 | ||||||||||||
Issuance of common stock, net (in shares) | 54,966,188 | 32,200,000 | ||||||||||||||||
Stock option exercises | $ 46 | 5,270 | 5,316 | |||||||||||||||
Stock option exercises (in shares) | 4,576,102 | |||||||||||||||||
Stock exchanged for tax withholding | $ (30,734) | (30,734) | ||||||||||||||||
Stock exchanged for tax withholding (in shares) | 1,106,580 | |||||||||||||||||
Exercise of warrants | $ 242 | 15,203 | 15,445 | |||||||||||||||
Exercise of warrants (in shares) | 24,210,984 | |||||||||||||||||
Provision for common stock warrants | 4,430 | 4,430 | ||||||||||||||||
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 Sep. 30, 2021 | $ 5,930 | $ 6,978,454 | $ (2,338) | $ (71,168) | $ (2,203,989) | $ 4,706,889 | ||||||||||||
Balance (in shares) at Sep. 30, 2021 | 593,077,995 | 17,032,648 | 593,077,995 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) | Sep. 30, 2021 | Jan. 31, 2021 | Jan. 07, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Sep. 30, 2019 | Mar. 31, 2018 |
Interest rate (as a percent) | 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% | 7.50% | 5.50% | ||
3.75% Convertible Senior Notes | |||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | |||||||
7.5% Convertible Senior Note | |||||||||||
Interest rate (as a percent) | 7.50% | 7.50% |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating Activities | ||||||
Net loss attributable to the Company | $ (106,671) | $ (65,217) | $ (267,051) | $ (112,050) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation of long-lived assets | 15,903 | 9,860 | ||||
Amortization of intangible assets | 400 | 300 | 1,095 | 835 | ||
Stock-based compensation | 34,813 | 9,258 | ||||
Gain on extinguishment of debt | (13,222) | |||||
Amortization of debt issuance costs and discount on convertible senior notes | 2,371 | 12,183 | ||||
Provision for common stock warrants | 4,746 | 25,198 | ||||
Income tax benefit | (24,015) | |||||
Loss on service contracts | 9,586 | 25,110 | ||||
Fair value adjustment to contingent consideration | (8,760) | 1,130 | ||||
Impairment of long-lived assets | 1,329 | |||||
Net realized loss on investments | 254 | 236 | ||||
Lease origination costs | (7,889) | |||||
Change in fair value for equity securities | 607 | 284 | ||||
Loss on equity method investments | 1,736 | 1,736 | ||||
Changes in operating assets and liabilities that provide (use) cash: | ||||||
Accounts receivable | (89,329) | (86,056) | ||||
Inventory | (90,428) | (57,615) | ||||
Prepaid expenses, and other assets | (28,465) | (4,956) | ||||
Accounts payable, accrued expenses, and other liabilities | 28,992 | 41,125 | ||||
Deferred revenue | 42,330 | 16,709 | ||||
Net cash used in operating activities | (348,501) | (156,506) | ||||
Investing Activities | ||||||
Purchases of property, plant and equipment | (91,384) | (11,265) | ||||
Purchase of intangible assets | (1,638) | |||||
Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers | (17,900) | (13,699) | ||||
Purchase of available-for-sale securities | (1,862,951) | |||||
Proceeds from sales and maturities of available-for-sale securities | 1,105,874 | |||||
Proceeds from sales of equity securities | 21,780 | |||||
Purchase of equity securities | (169,713) | |||||
Net cash paid for acquisition | (45,113) | |||||
Net cash used in investing activities | (1,014,294) | (71,715) | ||||
Financing Activities | ||||||
Proceeds from exercise of warrants, net of transaction costs | 15,445 | |||||
Proceeds from public and private offerings, net of transaction costs | 3,587,830 | 344,398 | ||||
Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation | (30,734) | (9,218) | ||||
Proceeds from exercise of stock options | 5,316 | 32,553 | ||||
Proceeds from issuance of convertible senior notes, net | 205,098 | |||||
Repurchase of convertible senior notes | (90,238) | |||||
Purchase of capped calls and common stock forward | (16,253) | |||||
Proceeds from termination of capped calls | 24,158 | |||||
Principal payments on long-term debt | (29,129) | (27,845) | ||||
Proceeds from long-term debt, net | 99,000 | |||||
Repayments of finance obligations and finance leases | (20,413) | (19,038) | ||||
Proceeds from finance obligations | 53,447 | 47,568 | ||||
Net cash provided by financing activities | 3,581,762 | 590,183 | ||||
Effect of exchange rate changes on cash | (59) | (90) | ||||
Increase in cash, cash equivalents and restricted cash | 2,218,908 | 361,872 | ||||
Cash, cash equivalents, and restricted cash beginning of period | $ 731,372 | 1,634,284 | 369,500 | $ 369,500 | ||
Cash, cash equivalents, and restricted cash end of period | $ 3,853,192 | $ 1,634,284 | $ 731,372 | 3,853,192 | 731,372 | $ 1,634,284 |
Supplemental disclosure of cash flow information | ||||||
Cash paid for interest, net capitalized interest of $2.6 million | 10,341 | 16,975 | ||||
Summary of non-cash activity | ||||||
Recognition of right of use asset - finance leases | 16,961 | |||||
Recognition of right of use asset - operating leases | 65,083 | 25,857 | ||||
Conversion of preferred stock to common stock | $ 43,058 | |||||
Conversion of convertible senior notes to common stock | 15,345 | |||||
Accrued purchase of fixed assets, cash to be paid in subsequent period | $ 8,832 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Condensed Consolidated Statements of Cash Flows | |
Net capitalized interest | $ 2.6 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 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. Our wholly-owned subsidiary, Plug Power France, created a joint venture with Renault SAS (“Renault”) named HyVia, a French société par actions simplifiée (“HyVia”) in the second quarter 2021. HyVia plans to manufacture and sell fuel cell powered electric light commercial vehicles (“FCELCVs”) and to supply hydrogen fuel and fueling stations to support the FCE-LCV market, in each case primarily in Europe. HyVia is owned 50% by Plug Power France and 50% by Renault. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 interim condensed 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 our quarterly report on Form 10-Q for the quarterly period ended March 31, 2021, we are including 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. In addition, we include our share of the results of HyVia using the equity method based on our economic ownership interest and our ability to exercise significant influence over the operating and financial decisions of HyVia. 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. Certain amounts in the prior period condensed consolidated financial statements have been reclassified to conform to the presentation of the current period condensed 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, available-for-sale securities, equity securities, and stock-based compensation 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 September 30, 2021, cash equivalents consisted of commercial paper and U.S. Treasury securities with original maturities of three months or less, and money market funds. 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, U.S. Treasury securities, certificates of deposit 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 (loss). Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to operations. Realized gains and losses are due to the sale and maturity of securities classified as available-for-sale and represent the net gain (loss) from accumulated other comprehensive income (loss) reclassifications for previously unrealized net gains on available-for-sale debt securities. Equity securities Equity securities are comprised of fixed income and equity market index mutual funds. Equity securities are valued at fair value with changes in the fair value recognized in our unaudited interim condensed consolidated statement of operations. We consider these securities to be Stock-based compensation Stock-based compensation represents the cost related to stock-based awards granted to employees and directors. The Company measures stock-based compensation cost at grant date, based on the fair value of the award estimated under the current provisions of Accounting Standards Codification (“ASC”) Topic 718, Compensation - Stock Compensation. For service stock options and restricted stock awards, the Company estimates the fair value of stock-based awards using a Black-Scholes valuation model and recognizes the cost as expense on a straight-line basis over the option’s requisite service period. In September 2021, the Company also issued performance stock option awards that include a market condition. The grant date fair value of performance stock options is estimated using a Monte Carlo simulation model and the cost is recognized using the accelerated attribution method. Stock-based compensation expense is recorded in cost of revenue associated with sales of fuel cell systems and related infrastructure, cost of revenue for services performed on fuel cell systems and related infrastructure, research and development expense and selling, general and administrative expenses in the consolidated statements of operations based on the employees’ respective function. 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 (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 $120.6 million, reduced accumulated deficit by $9.6 million and reduced additional paid-in capital by $130.2 million as of September 30, 2021. Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of September 30, 2021 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Extended Maintenance Contracts
Extended Maintenance Contracts | 9 Months Ended |
Sep. 30, 2021 | |
Extended Maintenance Contracts | |
Extended Maintenance Contracts | 3. 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 loss accruals 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 remaining term of 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 estimated costs of providing services and will adversely affect our estimated contract loss accrual. Further, we continue to work to improve quality and reliability; however, unanticipated additional quality issues or warranty claims may arise and additional material charges may be incurred in the future. These quality issues could also adversely affect our contract loss accrual. Service costs during 2021 have been higher than previously estimated. The Company has undertaken or will soon undertake several initiatives to extend the life and improve the reliability of its equipment. As a result of these initiatives and our additional expectation that the increase in certain costs attributable to the global pandemic will abate, the Company believes that its contract loss accrual is sufficient. However, if elevated service costs persist, the Company will adjust its estimated future service costs and increase its contract loss accrual estimate. 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): Nine months ended Year ended September 30, 2021 December 31, 2020 Beginning Balance $ 24,013 $ 3,702 Provision for Loss Accrual 15,641 35,473 Released to Service Cost of Sales (6,055) (2,348) Released to Provision for Warrants — (12,814) Ending Balance $ 33,599 $ 24,013 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share | |
Earnings Per Share | 4. Earnings Per Share Basic earnings per common stock are computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the reporting period. 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 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 September 30, 2021 2020 Stock options outstanding (1) 24,784,288 14,434,983 Restricted stock outstanding (2) 4,960,376 5,992,974 Common stock warrants (3) 80,017,181 110,573,392 Convertible Senior Notes (4) 39,170,766 56,872,730 Number of dilutive potential shares of common stock 148,932,611 187,874,079 (1) During the three months ended September 30, 2021 and 2020, the Company granted 15,732,335 and 3,192,400 stock options, respectively. During the nine months ended September 30, 2021 and 2020, the Company granted 16,430,835 and 3,367,049 stock options, respectively. (2) During the three months ended September 30, 2021 and 2020, the Company granted 1,159,856 and 3,095,000 shares of restricted stock, respectively. During the nine months ended September 30, 2021 and 2020, the Company granted 1,812,856 and 3,189,649 shares of restricted stock, respectively. (3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 17,461,994 shares of the Company’s common stock as of September 30, 2021. In July 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of September 30, 2021. (4) In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023 (the “5.5% Convertible Senior Notes”). In May 2020, the Company repurchased $66.3 million of the 5.5% Convertible Senior Notes and in the fourth quarter of 2020, $33.5 million of the 5.5% Convertible Senior Notes were converted into approximately 14.6 million shares of common stock. The remaining $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock in January 2021. In September 2019, the Company issued $40.0 million in aggregate principal amount of the 7.5% Convertible Senior Note due 2023 (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 $212.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes. During the first quarter of 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted into 3,016,036 shares of common stock. There were no conversions in the second or third quarter of 2021. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory | |
Inventory | 5. Inventory Inventory as of September 30, 2021 and December 31, 2020 consisted of the following (in thousands): September 30, December 31, 2021 2020 Raw materials and supplies - production locations $ 147,085 $ 92,221 Raw materials and supplies - customer locations 13,611 12,405 Work-in-process 61,525 29,349 Finished goods 7,593 5,411 Inventory $ 229,814 $ 139,386 |
Equipment Related to Power Purc
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | 9 Months Ended |
Sep. 30, 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 | 6. Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net Equipment related to power purchase agreements and fuel delivered to customers, net at September 30, 2021 and December 31, 2020 consisted of the following (in thousands): September 30, December 31, 2021 2020 Equipment related to power purchase agreements and fuel delivered to customers $ 99,230 $ 92,736 Less: accumulated depreciation (20,519) (16,929) Equipment related to power purchase agreements and fuel delivered to customers, net 78,711 75,807 As of September 30, 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 was $1.9 million and $2.3 million for the three months ended September 30, 2021 and 2020, respectively. Depreciation expense was $5.7 million and $6.6 million for the nine months ended September 30, 2021 and 2020, respectively. The Company terminated its contractual relationship with a fuel provider effective March 31, 2021. The Company has historically leased fuel tanks from this provider. As a result of this termination, the Company recognized approximately $16.0 million of various costs in the six months ended June 30, 2021, primarily for removal of tanks, reimbursement of unamortized installation costs, costs to temporarily provide customers with fuel during the transition period, and certain other contract settlement costs, which were recorded in the Company’s unaudited interim condensed consolidated statement of operations as cost of revenue – fuel delivered to customers. The Company also purchased certain fuel tanks from the fuel provider during the six months ended June 30, 2021. No such purchases were made during the three months ended September 30, 2021. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment at September 30, 2021 and December 31, 2020 consisted of the following (in thousands): September 30, 2021 December 31, 2020 Land 1,165 1,165 Leasehold improvements $ 1,440 $ 1,121 Construction in progress 100,136 15,590 Software, machinery, and equipment 94,200 78,859 Property, plant, and equipment 196,941 96,735 Less: accumulated depreciation (27,355) (22,186) Property, plant, and equipment, net $ 169,586 $ 74,549 Construction in progress is primarily comprised of construction of hydrogen production plants and the Gigafactory in Rochester. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. Interest on outstanding debt is capitalized during periods of capital asset construction and amortized over the useful lives of the related assets. During the nine months ended September 30, 2021, we capitalized $2.6 million of interest. Capitalized interest in 2020 was not significant. Depreciation expense related to property, plant and equipment was $1.9 million and $1.4 million for the three months ended September 30, 2021 and 2020, respectively. Depreciation expense related to property, plant and equipment was $5.2 million and $3.2 million for the nine months ended September 30, 2021 and 2020, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 8. Intangible Assets and Goodwill The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of September 30, 2021 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 10 years $ 13,040 $ (4,888) $ 8,152 Customer relationships, Non-compete agreements, Backlog & Trademark 6 years 890 (398) 492 In process research and development Indefinite 29,000 — 29,000 $ 42,930 $ (5,286) $ 37,644 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 September 30, 2021 was primarily due to foreign currency translation. Amortization expense for acquired identifiable intangible assets for the three months ended September 30, 2021 and 2020 was $0.4 million and $0.3 million, respectively. Amortization expense for acquired identifiable intangible assets for the nine months ended September 30, 2021 and 2020 was $1.1 million and $0.8 million, respectively. The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2021 $ 363 2022 1,453 2023 1,453 2024 1,431 2025 and thereafter 3,944 Total $ 8,644 Goodwill was $71.9 million and $72.4 million as of September 30, 2021 and December 31, 2020, respectively, which decreased $531 thousand due to currency translation loss for HyPulsion S.A.S., our French subsidiary. There were no impairments during the nine months ended September 30, 2021 or the year ended December 31, 2020. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Long-Term Debt | |
Long-Term Debt | 9. 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 September 30, 2021, the outstanding balance under the Term Loan Facility was $137.7 million. In addition to the Term Loan Facility, on September 30, 2021, there was approximately $9.5 million of debt outstanding related to the United Hydrogen Group, Inc. acquisition. 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 19, “Commitments and Contingencies.” Based on the amortization schedule as of September 30, 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 September 30, 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 | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Senior Notes. | |
Convertible Senior Notes | 10. 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 September 30, 2021, certain conditions allowing holders of the 3.75% Convertible Senior Notes to convert were met. The 3.75% Convertible Senior Notes are therefore convertible during the calendar quarter ending September 30, 2021 at the conversion rate discussed above. During the nine months ended September 30, 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted and the Company issued approximately 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): September 30, 2021 Principal amounts: Principal $ 197,278 Unamortized debt issuance costs (1) (4,958) Net carrying amount $ 192,320 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): September 30, 2021 Interest expense $ 1,849 Amortization of debt issuance costs 306 Total 2,155 Effective interest rate 4.50% 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, 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 unaudited interim condensed consolidated balance sheets. In conjunction with the pricing of the partial repurchase of the 5.5% Convertible Senior Notes, the Company terminated 100% of the 5.5% Notes Capped Call on June 5, 2020. As a result of the termination, the Company received $24.2 million, which was recorded in additional paid-in capital in the unaudited interim condensed 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 three months ended September 30, 2021, 0 shares were settled and received by the Company. During the nine months ended September 30, 2021, 8.1 million shares were settled and received by the Company. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | 11. 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 September 30, 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 $0.01 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 Co., Ltd. (“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 $2.0 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. 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 12, “Warrant Transaction Agreements.” At both September 30, 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. For the three and nine months ended September 30, 2021, warrants were exercised with respect to 3,501,640 and 24,736,559 shares of common stock, respectively. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Transaction Agreements | |
Warrant Transaction Agreements | 12. Warrant Transaction Agreements Amazon Transaction Agreement On April 4, 2017, the Company and Amazon entered into a Transaction Agreement (the “Amazon Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, 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. For service contracts entered into prior to December 31, 2020, the warrant charge associated with that revenue was capitalized and is subsequently amortized over the life of the service contract. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the three months ended September 30, 2021 and 2020 was $106 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 is 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 September 30, 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 September 30, 2021 and 2020 was $1.2 million and $1.3 million, respectively. The amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the nine months ended September 30, 2021 and 2020 was $4.4 million and $3.2 million, respectively. During the three months ended March 31, 2021, the Walmart Warrant had been exercised with respect to 7,274,565 shares of common stock. There were no exercises during the second or third quarter of 2021. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Revenue | 13. Revenue Disaggregation of revenue The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Sales of fuel cell systems $ 67,032 $ 51,998 $ 152,620 $ 107,515 Sale of hydrogen installations and other infrastructure 48,967 31,664 109,429 44,361 Services performed on fuel cell systems and related infrastructure 6,677 6,829 18,397 19,586 Power Purchase Agreements 9,321 6,629 25,508 19,629 Fuel delivered to customers 11,556 9,831 33,804 24,536 Other 369 97 679 235 Net revenue $ 143,922 $ 107,048 $ 340,437 $ 215,862 Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): September 30, December 31, 2021 2020 Accounts receivable $ 132,370 $ 43,041 Contract assets 9,284 18,189 Contract liabilities 115,595 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 September 30, 2021, the amount of contract liabilities included within deferred revenue was $98.9 million and the amount of contract liabilities within other current liabilities was $16.7 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 Nine months ended September 30, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (13,344) Revenue recognized and not billed as of the end of the period 4,439 Net change in contract assets (8,905) Contract liabilities Nine months ended September 30, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 91,985 Revenue recognized that was included in the contract liability balance as of the beginning of the period (52,675) Net change in contract liabilities $ 39,310 Estimated future revenue Sales of fuel cell systems and hydrogen installations are expected to be recognized as revenue within one year and sales services five September 30, 2021 Sales of fuel cell systems $ 23,819 Sale of hydrogen installations and other infrastructure 58,429 Services performed on fuel cell systems and related infrastructure 105,548 Power Purchase Agreements 212,360 Fuel delivered to customers 62,609 Other rental income 2,116 Total estimated future revenue $ 464,881 Contract costs Contract costs consist of capitalized commission fees and other expenses related to obtaining or fulfilling a contract. Capitalized contract costs at September 30, 2021 and December 31, 2020 were $807 thousand and $1.3 million, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The Company did not record any income tax expense or benefit for the three or nine months ended September 30, 2021. The Company recognized an income tax benefit for the three and nine months ended September 30, 2020 of $6.6 and $19.0 Intraperiod Tax Allocation 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 | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 15. 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 Level 2 Level the Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): As of September 30, 2021 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents (1) $ 610,651 $ 610,651 $ 140,574 $ 470,077 $ — Corporate bonds 530,089 530,089 — 530,089 — Commercial paper 35,795 35,795 — 35,795 — U.S. Treasuries 169,878 169,878 169,878 — — Certificates of deposit 17,004 17,004 — 17,004 — Equity securities 147,649 147,649 147,649 — — Liabilities Contingent consideration 18,520 18,520 — — 18,520 Convertible senior notes 192,320 1,006,639 — 1,006,639 — Long-term debt 147,255 147,255 — — 147,255 Finance obligations 207,837 207,837 — — 207,837 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 September 30, 2021. The fair values for available-for-sale and equity securities are based on prices obtained from independent pricing services. Available-for-sale securities are characterized as Level 2 assets, as their fair values are determined using observable market inputs. Equity securities are characterized as Level 1 assets, as their fair values are determined using active markets for identical assets. Financial instruments not recorded at fair value on a recurring basis include equity method investments that have not been remeasured or impaired in the current period, such as our investment in HyVia. |
Operating and Finance Lease Lia
Operating and Finance Lease Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Operating and Finance Lease Liabilities | |
Operating and Finance Lease Liabilities | 16. Operating and Finance Lease Liabilities As of September 30, 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 19, “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 September 30, 2021. Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of September 30, 2021 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2021 $ 9,929 $ 1,019 $ 10,948 2022 39,932 4,012 43,944 2023 39,989 3,989 43,978 2024 39,957 3,996 43,953 2025 and thereafter 90,241 10,843 101,084 Total future minimum payments 220,048 23,859 243,907 Less imputed interest (57,364) (4,074) (61,438) Total $ 162,684 $ 19,785 $ 182,469 Rental expense for all operating leases was $9.6 million and $8.1 million for the three months ended September 30, 2021 and 2020, respectively. Rental expense for all operating leases was $25.8 million and $20.6 million for the nine months ended September 30, 2021 and 2020, respectively. The gross profit on sale/leaseback transactions for all operating leases was $30.7 million and $25.2 million for the three months ended September 30, 2021 and 2020, respectively. The gross profit on sale/leaseback transactions for all operating leases was $66.1 million and $44.9 million for the nine months ended September 30, 2021 and 2020, respectively. Right of use assets for sale/leaseback transactions obtained in exchange for new operating lease liabilities was $26.6 million and $24.6 million for the three months ended September 30, 2021 and 2020, respectively. Right of use assets for sale/leaseback transactions obtained in exchange for new operating lease liabilities was $62.5 million and $32.7 million for the nine months ended September 30, 2021 and 2020, respectively. At September 30, 2021 and December 31, 2020, the right of use assets associated with operating leases was $200.2 million and $136.9 million, respectively. The accumulated depreciation for these right of use assets was $32.3 million and $19.9 million at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021 and December 31, 2020, the right of use assets associated with finance leases was $22.8 million and $5.7 million, respectively. The accumulated depreciation for these right of use assets was $757 thousand and $102 thousand at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021 and December 31, 2020, security deposits associated with sale/leaseback transactions were $3.3 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: Nine months ended Nine months ended September 30, 2021 September 30, 2020 Cash payments (in thousands) $ 25,726 $ 14,954 Weighted average remaining lease term (years) 5.72 4.55 Weighted average discount rate 11.2% 11.8% Right of use assets obtained in exchange for new finance lease liabilities were $5.8 million and $0 for the three months ended September 30, 2021 and 2020, respectively. Right of use assets obtained in exchange for new finance lease liabilities were $17.9 million and $686 thousand for the nine months ended September 30, 2021 and 2020, respectively. Other information related to the finance leases are presented in the following table: Nine months ended Nine months ended September 30, 2021 September 30, 2020 Cash payments (in thousands) $ 2,128 $ 252 Weighted average remaining lease term (years) 4.57 6.51 Weighted average discount rate 6.9% 9.6% |
Finance Obligations
Finance Obligations | 9 Months Ended |
Sep. 30, 2021 | |
Finance Obligations | |
Finance Obligations | 17. 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 September 30, 2021 was $190.5 million, $30.5 million and $160.0 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 September 30, 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 September 30, 2021 was $17.3 million, $5.1 million and $12.2 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 September 30, 2021 and December 31, 2020. Future minimum payments under finance obligations notes above as of September 30, 2021 were as follows (in thousands): Total Sale of Future Sale/leaseback Finance revenue - debt financings Obligations Remainder of 2021 $ 12,788 $ 1,680 $ 14,468 2022 50,632 4,975 55,607 2023 50,632 3,148 53,780 2024 50,632 16,154 66,786 2025 and thereafter 86,614 — 86,614 Total future minimum payments 251,298 25,957 277,255 Less imputed interest (60,760) (8,658) (69,418) Total $ 190,538 $ 17,299 $ 207,837 Other information related to the above finance obligations are presented in the following table: Nine months ended Nine months ended September 30, 2021 September 30, 2020 Cash payments (in thousands) $ 41,325 $ 31,693 Weighted average remaining term (years) 4.88 4.74 Weighted average discount rate 11.3% 11.3% |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments | |
Investments | 18. Investments The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at September 30, 2021 are summarized as follows (in thousands): Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 533,691 $ 93 $ (3,695) $ 530,089 — Commercial paper 35,719 76 — 35,795 — Certificates of deposit 17,017 — (13) 17,004 — U.S. Treasuries 170,414 1 (537) 169,878 — Total $ 756,841 $ 170 $ (4,245) $ 752,766 $ — The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at September 30, 2021 are summarized as follows (in thousands): September 30, 2021 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 77,766 $ — $ (132) $ 77,634 Exchange traded mutual funds 70,167 — (152) 70,015 Total $ 147,933 $ — $ (284) $ 147,649 A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, as of September 30, 2021 is as follows (in thousands): September 30, 2021 Amortized Fair Maturity: Cost Value Within one year $ 447,479 $ 446,011 After one through five years 309,362 306,755 Total $ 756,841 $ 752,766 Accrued interest income was $4.9 million at September 30, 2021 and is included within the balance for prepaid expenses and other current assets in the unaudited interim condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 19. Commitments and Contingencies Restricted Cash In connection with certain of the above noted sale/leaseback agreements, cash of $301.3 million was required to be restricted as security as of September 30, 2021, which restricted cash will be released over the lease term. As of September 30, 2021, the Company also had certain letters of credit backed by restricted cash totaling $137.7 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, U.S. Treasury securities, and short-term high credit quality corporate debt securities. Equity securities are comprised of fixed income and equity market index mutual funds. 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 September 30, 2021, one customer comprised 79.6% of the total accounts receivable balance. At December 31, 2020, three customers comprised 73.9% of the total accounts receivable balance. 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. For the three and nine months ended September 30, 2021, 80.1% and 80.6%, of total consolidated revenues were associated with two and three customers, respectively. For the three and nine months ended September 30, 2020, 83.0% and 71.8% of total consolidated revenues were associated primarily with three and two customers, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2021 | |
Employee Benefit Plans | |
Employee Benefit Plans | 20. Employee Benefit Plans 2011 and 2021 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 were 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 had been increased to 42.4 million. The Company recorded expenses of approximately $12.7 million and $2.3 million, for the three months ended September 30, 2021 and 2020, respectively, in connection with the 2011 Plan. The Company recorded expense of approximately $32.3 million and $7.3 million, for the nine months ended September 30, 2021 and 2020, respectively, in connection with the 2011 Plan. In July 2021, the 2021 Stock Option Incentive Plan (the “2021 Plan”) was approved by the Company’s stockholders. The 2021 Plan provides for the issuance of up to a maximum number of shares of common stock equal to the sum of (i) 22,500,000 shares, plus 473,491 shares remaining under the 2011 Plan that were rolled into the 2021 Plan, plus (iii) shares underlying any awards under the 2011 Plan that are forfeited, canceled, cash-settled or otherwise terminated, other than by exercise. Option Awards The Company issues options that are time and performance-based awards. All option awards are determined to be classified as equity awards. Service Stock Options Awards To date, options granted under the 2011 and 2021 Plans have vesting provisions ranging from one September 30, September 30, 2021 2020 Expected term of options (years) 3-5 6 Risk free interest rate 0.61% - 1.05% 0.37% - 1.37% Volatility 72.46% - 75.52% 64.19% - 66.94% There was no expected dividend yield for the service stock options granted. The Company has historically used the simplified method in determining its expected term of all its service stock option grants in all periods presented. The simplified method was used because the Company did not believe historical exercise data provided a reasonable basis for the expected term of its grants, primarily as a result of the limited number of service stock option exercises that have historically occurred. Due to the recent increase in exercise activity at the Company, beginning in the second quarter of 2021, the expected term is based on the Company’s historical experience with employee early exercise behavior. The estimated stock price volatility was derived from the Company’s actual historic stock prices over the past five years, which represents the Company’s best estimate of expected volatility. The following table reflects the service stock option activity for the nine months ended September 30, 2021: 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 1,870,835 32.48 — — Exercised (1,911,112) 2.78 — — Forfeited (15,833) 21.35 — — Expired (4,100) 6.10 — — Options outstanding at September 30, 2021 10,224,288 $ 11.21 7.9 $ 146,581 Options exercisable at September 30, 2021 5,045,168 4.46 6.7 106,360 Options unvested at September 30, 2021 5,179,120 $ 17.77 9.0 $ 40,221 The weighted average grant-date fair value of the service stock options granted during the three months ended September 30, 2021 and 2020 was $15.82 and $7.45, respectively. The weighted average grant-date fair value of the service stock options granted during the nine months ended September 30, 2021 and 2020 was $19.76 and $7.21, respectively. The total fair value of the service stock options that vested during the three months ended September 30, 2021 and 2020 was approximately $10.4 million and $5.2 million, respectively. The total fair value of the service stock options that vested during the nine months ended September 30, 2021 and 2020 was approximately $10.9 million and $5.9 million, respectively. Compensation cost associated with service stock options represented approximately $4.2 million and $1.1 million of the total share-based payment expense recorded for the three months ended September 30, 2021 and September 30, 2020, respectively. Compensation cost associated with service stock options represented approximately $11.9 million and 4.1 million of the total share-based payment expense recorded for the nine months ended September 30, 2021 and September 30, 2020, respectively. As of September 30, 2021 and 2020 there was approximately $50.2 million and $8.2 million of unrecognized compensation cost related to service stock option awards to be recognized over the next three years. Performance Stock Option Awards In September 2021, the Compensation Committee approved the grant of performance stock options to the Company’s Chief Executive Officer and certain other executive officers. These performance stock options are subject to both performance-based conditions tied to the achievement of stock price hurdles and time-based vesting; therefore, a Monte Carlo Simulation was utilized to determine the grant date fair value with the associated expense recognized over the requisite service period. Up to one-third (1/3) the performance stock options will vest and become exercisable on each of the first three anniversaries of the grant date, provided that the volume weighted average price of the Company’s common stock during any 30 consecutive trading day period in the three year performance period following the grant date of the stock options (“VWAP”) equals or exceeds certain levels. For the Company’s Chief Executive Officer, 25% of his performance stock options will be deemed to have satisfied the performance-based conditions and will be eligible to be exercised over time if the VWAP equals or exceeds $35; an additional 25% of his options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals or exceeds $50; an additional 16.675% of the options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals or exceeds $65; an additional 16.65% of the options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals or exceeds $80; and the remaining 16.675% of the options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals or exceeds $100. There will be no interpolation for the Chief Executive Officer’s performance stock option if the VWAP falls between any two stock price hurdles, unless in the event of a change in control. For executive officers other than the Chief Executive Officer, 25% of the performance stock options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals $35; an additional 25% of the options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals $50; and the remaining 50% of the options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals or exceeds $100. If the VWAP falls between two of the stock price hurdles, an incremental number of options will become exercisable based on linear interpolation in $1 increments. Failure to achieve any of the stock price hurdles applicable to a performance stock option during the three-year performance period will result in the applicable options not becoming exercisable. The performance-based stock options have a maximum term of seven years from the grant date. Key inputs and assumptions used to estimate the fair value of performance stock options include the grant price of the awards, the expected option term, VWAP hurdle rates, 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 following table presents key assumptions used to estimate the fair value of the performance stock option awards granted in 2021: September 30, 2021 Remaining VWAP performance period (years) 3 Risk- free interest rate 1.12% Expected volatility 70.00% Closing stock price on grant date $ 26.92 The following table reflects the performance stock option award activity for the nine months ended September 30, 2021. Solely for the purposes of this table, the number of performance options is based on participants earning the maximum number of performance options (i.e 200% of the target number of performance options). Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Granted 14,560,000 26.92 — — Options outstanding at September 30, 2021 14,560,000 $ 26.92 6.98 $ — Options unvested at September 30, 2021 14,560,000 $ 26.92 6.98 $ — The weighted average grant-date fair value of performance stock options granted during the three months and nine months ended September 30, 2021 was $12.78. There were no performance stock options that were exercised during the three months and nine months ended September 30, 2021. Compensation cost associated with performance stock options represented approximately $2.0 million of the total share-based payment expense recorded for the three months and nine months ended September 30, 2021. As of September, 30, 2021, there was approximately $183.7 million of unrecognized compensation cost related to performance stock option awards to be recognized over the next three years. Restricted Stock Awards Restricted stock awards generally vest in equal installments over a period of one A summary of restricted stock activity for the year ended September 30, 2021 is as follows (in thousands except share amounts): Aggregate Intrinsic Shares Value Unvested restricted stock at December 31, 2020 5,874,642 $ — Granted 1,812,856 — Vested (2,713,789) — Forfeited (13,333) — Unvested restricted stock at September 30, 2021 4,960,376 $ 126,688 401(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 54,531 shares of common stock and 368,903 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the nine months ended September 30, 2021 and 2020, respectively. The Company’s expense for this plan was approximately $1.1 million, and $0.6 million for the three months ended September 30, 2021 and 2020, respectively. The Company’s expense for this plan was approximately $3.4 million, and $1.9 million for the nine months ended September 30, 2021 and 2020, respectively. Non-Employee Director Compensation Each non-employee director is paid an annual retainer for his or her service, in the form of either cash or stock compensation. The Company granted 3,685 shares of common stock and 4,146 shares of common stock to non-employee directors as compensation for the three months ended September 30, 2021 and 2020, respectively. The Company granted 8,923 shares of common stock and 26,636 shares of common stock to non-employee directors as compensation for the nine months ended September 30, 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 $99 thousand and $56 thousand for the three months ended September 30, 2021 and 2020, respectively. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $277 thousand and $167 thousand for the nine months ended September 30, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | 21. Subsequent Events In November 2021, the Company entered into a signing protocol to acquire Frames Group (“Frames”), a leader in engineering, process and systems integration serving the energy sector. The purchase price is approximately €115 million, of which €30 million is based on future earnouts over the next four years from the completion date. Plug Power will leverage Frames’ capabilities as well as its existing network of suppliers and contract manufacturing facilities to deliver electrolyzer solutions of all sizes, from one megawatt (MW) containerized solutions to solutions for 100 MW-1,000 MW standalone plants or integrated into customers’ processes. The acquisition is expected to be completed by the end of the year, and is subject to customary closing conditions, including receipt of Dutch works council advice. On October 14, 2021, the Company and its wholly-owned subsidiary Plug Power Hydrogen Holdings, Inc. entered into a definitive agreement for the acquisition of Applied Cryo Technologies, Inc. for a purchase price of approximately $170 million, of which $40 million will be in stock and $30 million will be based on future earnouts over the next two and half years. Applied Cryo Technologies, Inc. is a leading provider of technology, equipment and services for the transportation, storage and distribution of liquified hydrogen, oxygen, argon, nitrogen and other cryogenic gases. The acquisition is expected to close during the fourth quarter of 2021 and is subject to customary closing conditions, including receipt of all approvals or the termination or expiration of all waiting periods required under applicable antitrust laws. In October 2021, the Company and SK E&S Co., Ltd., an energy company affiliated with SK Holdings Co., Ltd., formed H2A, which is a joint venture designed to accelerate the use of hydrogen as an alternative energy source in Asian markets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 interim condensed 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 our quarterly report on Form 10-Q for the quarterly period ended March 31, 2021, we are including 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. In addition, we include our share of the results of HyVia using the equity method based on our economic ownership interest and our ability to exercise significant influence over the operating and financial decisions of HyVia. |
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. Certain amounts in the prior period condensed consolidated financial statements have been reclassified to conform to the presentation of the current period condensed 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, available-for-sale securities, equity securities, and stock-based compensation 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 September 30, 2021, cash equivalents consisted of commercial paper and U.S. Treasury securities with original maturities of three months or less, and money market funds. 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, U.S. Treasury securities, certificates of deposit 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 (loss). Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to operations. Realized gains and losses are due to the sale and maturity of securities classified as available-for-sale and represent the net gain (loss) from accumulated other comprehensive income (loss) reclassifications for previously unrealized net gains on available-for-sale debt securities. |
Equity securities | Equity securities Equity securities are comprised of fixed income and equity market index mutual funds. Equity securities are valued at fair value with changes in the fair value recognized in our unaudited interim condensed consolidated statement of operations. We consider these securities to be |
Stock-Based Compensation | Stock-based compensation Stock-based compensation represents the cost related to stock-based awards granted to employees and directors. The Company measures stock-based compensation cost at grant date, based on the fair value of the award estimated under the current provisions of Accounting Standards Codification (“ASC”) Topic 718, Compensation - Stock Compensation. For service stock options and restricted stock awards, the Company estimates the fair value of stock-based awards using a Black-Scholes valuation model and recognizes the cost as expense on a straight-line basis over the option’s requisite service period. In September 2021, the Company also issued performance stock option awards that include a market condition. The grant date fair value of performance stock options is estimated using a Monte Carlo simulation model and the cost is recognized using the accelerated attribution method. Stock-based compensation expense is recorded in cost of revenue associated with sales of fuel cell systems and related infrastructure, cost of revenue for services performed on fuel cell systems and related infrastructure, research and development expense and selling, general and administrative expenses in the consolidated statements of operations based on the employees’ respective function. |
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 (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 $120.6 million, reduced accumulated deficit by $9.6 million and reduced additional paid-in capital by $130.2 million as of September 30, 2021. Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of September 30, 2021 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Extended Maintenance Contracts
Extended Maintenance Contracts (Tables) | 9 Months Ended |
Sep. 30, 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): Nine months ended Year ended September 30, 2021 December 31, 2020 Beginning Balance $ 24,013 $ 3,702 Provision for Loss Accrual 15,641 35,473 Released to Service Cost of Sales (6,055) (2,348) Released to Provision for Warrants — (12,814) Ending Balance $ 33,599 $ 24,013 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share | |
Schedule of potential dilutive common shares | At September 30, 2021 2020 Stock options outstanding (1) 24,784,288 14,434,983 Restricted stock outstanding (2) 4,960,376 5,992,974 Common stock warrants (3) 80,017,181 110,573,392 Convertible Senior Notes (4) 39,170,766 56,872,730 Number of dilutive potential shares of common stock 148,932,611 187,874,079 (1) During the three months ended September 30, 2021 and 2020, the Company granted 15,732,335 and 3,192,400 stock options, respectively. During the nine months ended September 30, 2021 and 2020, the Company granted 16,430,835 and 3,367,049 stock options, respectively. (2) During the three months ended September 30, 2021 and 2020, the Company granted 1,159,856 and 3,095,000 shares of restricted stock, respectively. During the nine months ended September 30, 2021 and 2020, the Company granted 1,812,856 and 3,189,649 shares of restricted stock, respectively. (3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 17,461,994 shares of the Company’s common stock as of September 30, 2021. In July 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of September 30, 2021. (4) In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023 (the “5.5% Convertible Senior Notes”). In May 2020, the Company repurchased $66.3 million of the 5.5% Convertible Senior Notes and in the fourth quarter of 2020, $33.5 million of the 5.5% Convertible Senior Notes were converted into approximately 14.6 million shares of common stock. The remaining $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock in January 2021. In September 2019, the Company issued $40.0 million in aggregate principal amount of the 7.5% Convertible Senior Note due 2023 (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 $212.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes. During the first quarter of 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted into 3,016,036 shares of common stock. There were no conversions in the second or third quarter of 2021. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory | |
Schedule of Inventory | Inventory as of September 30, 2021 and December 31, 2020 consisted of the following (in thousands): September 30, December 31, 2021 2020 Raw materials and supplies - production locations $ 147,085 $ 92,221 Raw materials and supplies - customer locations 13,611 12,405 Work-in-process 61,525 29,349 Finished goods 7,593 5,411 Inventory $ 229,814 $ 139,386 |
Equipment Related to Power Pu_2
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | |
Schedule of equipment related to power purchase agreements and fuel delivered to customers, net | Equipment related to power purchase agreements and fuel delivered to customers, net at September 30, 2021 and December 31, 2020 consisted of the following (in thousands): September 30, December 31, 2021 2020 Equipment related to power purchase agreements and fuel delivered to customers $ 99,230 $ 92,736 Less: accumulated depreciation (20,519) (16,929) Equipment related to power purchase agreements and fuel delivered to customers, net 78,711 75,807 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment | |
Schedule of Property plant and equipment | Property, plant and equipment at September 30, 2021 and December 31, 2020 consisted of the following (in thousands): September 30, 2021 December 31, 2020 Land 1,165 1,165 Leasehold improvements $ 1,440 $ 1,121 Construction in progress 100,136 15,590 Software, machinery, and equipment 94,200 78,859 Property, plant, and equipment 196,941 96,735 Less: accumulated depreciation (27,355) (22,186) Property, plant, and equipment, net $ 169,586 $ 74,549 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 10 years $ 13,040 $ (4,888) $ 8,152 Customer relationships, Non-compete agreements, Backlog & Trademark 6 years 890 (398) 492 In process research and development Indefinite 29,000 — 29,000 $ 42,930 $ (5,286) $ 37,644 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 $ 363 2022 1,453 2023 1,453 2024 1,431 2025 and thereafter 3,944 Total $ 8,644 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Long-Term Debt | |
Summary of principal payments of long term debt | As of September 30, 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 | 9 Months Ended |
Sep. 30, 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): September 30, 2021 Principal amounts: Principal $ 197,278 Unamortized debt issuance costs (1) (4,958) Net carrying amount $ 192,320 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): September 30, 2021 Interest expense $ 1,849 Amortization of debt issuance costs 306 Total 2,155 Effective interest rate 4.50% |
Warrant Transaction Agreements
Warrant Transaction Agreements (Tables) | 9 Months Ended |
Sep. 30, 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) | 9 Months Ended |
Sep. 30, 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 September 30, Nine months ended September 30, 2021 2020 2021 2020 Sales of fuel cell systems $ 67,032 $ 51,998 $ 152,620 $ 107,515 Sale of hydrogen installations and other infrastructure 48,967 31,664 109,429 44,361 Services performed on fuel cell systems and related infrastructure 6,677 6,829 18,397 19,586 Power Purchase Agreements 9,321 6,629 25,508 19,629 Fuel delivered to customers 11,556 9,831 33,804 24,536 Other 369 97 679 235 Net revenue $ 143,922 $ 107,048 $ 340,437 $ 215,862 |
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): September 30, December 31, 2021 2020 Accounts receivable $ 132,370 $ 43,041 Contract assets 9,284 18,189 Contract liabilities 115,595 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 Nine months ended September 30, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (13,344) Revenue recognized and not billed as of the end of the period 4,439 Net change in contract assets (8,905) Contract liabilities Nine months ended September 30, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 91,985 Revenue recognized that was included in the contract liability balance as of the beginning of the period (52,675) Net change in contract liabilities $ 39,310 |
Schedule of Estimated future revenue | Sales of fuel cell systems and hydrogen installations are expected to be recognized as revenue within one year and sales services five September 30, 2021 Sales of fuel cell systems $ 23,819 Sale of hydrogen installations and other infrastructure 58,429 Services performed on fuel cell systems and related infrastructure 105,548 Power Purchase Agreements 212,360 Fuel delivered to customers 62,609 Other rental income 2,116 Total estimated future revenue $ 464,881 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents (1) $ 610,651 $ 610,651 $ 140,574 $ 470,077 $ — Corporate bonds 530,089 530,089 — 530,089 — Commercial paper 35,795 35,795 — 35,795 — U.S. Treasuries 169,878 169,878 169,878 — — Certificates of deposit 17,004 17,004 — 17,004 — Equity securities 147,649 147,649 147,649 — — Liabilities Contingent consideration 18,520 18,520 — — 18,520 Convertible senior notes 192,320 1,006,639 — 1,006,639 — Long-term debt 147,255 147,255 — — 147,255 Finance obligations 207,837 207,837 — — 207,837 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 September 30, 2021. |
Operating and Finance Lease L_2
Operating and Finance Lease Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Operating and Finance Lease Liabilities | |
Schedule of future minimum lease payments under operating leases | Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of September 30, 2021 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2021 $ 9,929 $ 1,019 $ 10,948 2022 39,932 4,012 43,944 2023 39,989 3,989 43,978 2024 39,957 3,996 43,953 2025 and thereafter 90,241 10,843 101,084 Total future minimum payments 220,048 23,859 243,907 Less imputed interest (57,364) (4,074) (61,438) Total $ 162,684 $ 19,785 $ 182,469 |
Schedule of operating leases other information | Nine months ended Nine months ended September 30, 2021 September 30, 2020 Cash payments (in thousands) $ 25,726 $ 14,954 Weighted average remaining lease term (years) 5.72 4.55 Weighted average discount rate 11.2% 11.8% |
Schedule of finance leases other information | Nine months ended Nine months ended September 30, 2021 September 30, 2020 Cash payments (in thousands) $ 2,128 $ 252 Weighted average remaining lease term (years) 4.57 6.51 Weighted average discount rate 6.9% 9.6% |
Finance Obligations (Tables)
Finance Obligations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Sale Leaseback Transaction [Line Items] | |
Schedule of finance leases other information | Nine months ended Nine months ended September 30, 2021 September 30, 2020 Cash payments (in thousands) $ 2,128 $ 252 Weighted average remaining lease term (years) 4.57 6.51 Weighted average discount rate 6.9% 9.6% |
Finance obligation | |
Sale Leaseback Transaction [Line Items] | |
Schedule of future minimum lease payments under finance obligations | Future minimum payments under finance obligations notes above as of September 30, 2021 were as follows (in thousands): Total Sale of Future Sale/leaseback Finance revenue - debt financings Obligations Remainder of 2021 $ 12,788 $ 1,680 $ 14,468 2022 50,632 4,975 55,607 2023 50,632 3,148 53,780 2024 50,632 16,154 66,786 2025 and thereafter 86,614 — 86,614 Total future minimum payments 251,298 25,957 277,255 Less imputed interest (60,760) (8,658) (69,418) Total $ 190,538 $ 17,299 $ 207,837 |
Schedule of finance leases other information | Nine months ended Nine months ended September 30, 2021 September 30, 2020 Cash payments (in thousands) $ 41,325 $ 31,693 Weighted average remaining term (years) 4.88 4.74 Weighted average discount rate 11.3% 11.3% |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 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 amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at September 30, 2021 are summarized as follows (in thousands): Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 533,691 $ 93 $ (3,695) $ 530,089 — Commercial paper 35,719 76 — 35,795 — Certificates of deposit 17,017 — (13) 17,004 — U.S. Treasuries 170,414 1 (537) 169,878 — Total $ 756,841 $ 170 $ (4,245) $ 752,766 $ — |
Schedule of investments classified as equity securities | The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at September 30, 2021 are summarized as follows (in thousands): September 30, 2021 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 77,766 $ — $ (132) $ 77,634 Exchange traded mutual funds 70,167 — (152) 70,015 Total $ 147,933 $ — $ (284) $ 147,649 |
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, as of September 30, 2021 is as follows (in thousands): September 30, 2021 Amortized Fair Maturity: Cost Value Within one year $ 447,479 $ 446,011 After one through five years 309,362 306,755 Total $ 756,841 $ 752,766 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the year ended September 30, 2021 is as follows (in thousands except share amounts): Aggregate Intrinsic Shares Value Unvested restricted stock at December 31, 2020 5,874,642 $ — Granted 1,812,856 — Vested (2,713,789) — Forfeited (13,333) — Unvested restricted stock at September 30, 2021 4,960,376 $ 126,688 |
Service Options Awards | |
Assumptions made for the purpose of estimating fair value | September 30, September 30, 2021 2020 Expected term of options (years) 3-5 6 Risk free interest rate 0.61% - 1.05% 0.37% - 1.37% Volatility 72.46% - 75.52% 64.19% - 66.94% |
Schedule of Share-based Compensation, Stock Options, Activity | 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 1,870,835 32.48 — — Exercised (1,911,112) 2.78 — — Forfeited (15,833) 21.35 — — Expired (4,100) 6.10 — — Options outstanding at September 30, 2021 10,224,288 $ 11.21 7.9 $ 146,581 Options exercisable at September 30, 2021 5,045,168 4.46 6.7 106,360 Options unvested at September 30, 2021 5,179,120 $ 17.77 9.0 $ 40,221 |
Performance Option Awards | |
Assumptions made for the purpose of estimating fair value | September 30, 2021 Remaining VWAP performance period (years) 3 Risk- free interest rate 1.12% Expected volatility 70.00% Closing stock price on grant date $ 26.92 |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Granted 14,560,000 26.92 — — Options outstanding at September 30, 2021 14,560,000 $ 26.92 6.98 $ — Options unvested at September 30, 2021 14,560,000 $ 26.92 6.98 $ — |
Nature of Operations - Descript
Nature of Operations - Description Of Business (Details) - HyVia | Sep. 30, 2021 |
Plug Power France | |
Description of Business | |
Ownership interest percentage | 50.00% |
Renault | |
Description of Business | |
Ownership interest percentage | 50.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies | |||
Convertible Debt | $ 120,600 | ||
Accumulated deficit | $ (2,203,989) | 9,600 | $ (1,946,488) |
Additional paid-in capital | $ 6,978,454 | $ 130,200 | $ 3,446,650 |
Interest rate (as a percent) | 3.75% |
Extended Maintenance Contract_2
Extended Maintenance Contracts (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrual for loss contracts | ||
Beginning Balance | $ 24,013 | $ 3,702 |
Provision for Loss Accrual | 15,641 | 35,473 |
Released to Service Cost of Sales | (6,055) | (2,348) |
Released to Provision for Warrants | (12,814) | |
Ending Balance | $ 33,599 | $ 24,013 |
Earnings Per Share - Dilutive P
Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($) | Jan. 07, 2021 | Jan. 31, 2021 | Sep. 30, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 01, 2021 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Mar. 31, 2018 | Jul. 20, 2017 | Apr. 04, 2017 |
Earnings Per Share | |||||||||||||||||
Number of dilutive potential common stock | 148,932,611 | 187,874,079 | |||||||||||||||
Number of warrants exercised (in shares) | 3,501,640 | 24,736,559 | |||||||||||||||
Interest rate (as a percent) | 3.75% | ||||||||||||||||
3.75% Convertible Senior Notes | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Principal amount | $ 197,278,000 | $ 15,200,000 | $ 197,278,000 | $ 212,463,000 | $ 12,500,000 | $ 200,000,000 | |||||||||||
Conversion of notes through common stock issuance | 0 | 0 | 3,016,036 | 3,000,000 | |||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||||||
7.5% Convertible Senior Note | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Interest rate (as a percent) | 7.50% | 7.50% | 7.50% | ||||||||||||||
5.5% Convertible Senior Notes | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Principal amount | $ 160,000 | $ 160,000 | $ 40,000,000 | $ 33,500,000 | $ 100,000,000 | $ 100,000,000 | |||||||||||
Conversion of notes through common stock issuance | 69,808 | 69,808 | 16,000,000 | 14,600,000 | |||||||||||||
Conversion of Stock, Shares Issued | 14,600,000 | ||||||||||||||||
Repurchase amount | $ 33,500,000 | $ 66,300,000 | |||||||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 7.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||||
Warrant Transaction Agreements | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | ||||||||||||||||
Number of warrants exercised (in shares) | 3,501,640 | 17,461,994 | |||||||||||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | ||||||||||||||||
Number of warrants exercised (in shares) | 0 | 0 | 7,274,565 | 5,819,652 | 13,094,217 | ||||||||||||
Stock options outstanding | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of dilutive potential common stock | 24,784,288 | 14,434,983 | |||||||||||||||
Options granted | 15,732,335 | 3,192,400 | 16,430,835 | 3,367,049 | |||||||||||||
Restricted stock outstanding | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of dilutive potential common stock | 4,960,376 | 5,992,974 | |||||||||||||||
Options granted | 1,812,856 | ||||||||||||||||
Common stock warrants | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of dilutive potential common stock | 80,017,181 | 110,573,392 | |||||||||||||||
Convertible senior notes | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of dilutive potential common stock | 39,170,766 | 56,872,730 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory | ||
Raw materials and supplies - production locations | $ 147,085 | $ 92,221 |
Raw materials and supplies - customer locations | 13,611 | 12,405 |
Work-in-process | 61,525 | 29,349 |
Finished goods | 7,593 | 5,411 |
Inventory | $ 229,814 | $ 139,386 |
Equipment Related to Power Pu_3
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net - Components (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | ||
Equipment related to power purchase agreements and fuel delivered to customers | $ 99,230 | $ 92,736 |
Less: accumulated depreciation | (20,519) | (16,929) |
Equipment related to power purchase agreements and fuel delivered to customers, net | $ 78,711 | $ 75,807 |
Equipment Related to Power Pu_4
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessor, Lease, Description [Line Items] | |||||
Depreciation expense | $ 1,900,000 | $ 2,300,000 | $ 5,700,000 | $ 6,600,000 | |
Fuel tanks purchased | $ 0 | ||||
Cost Of Revenue, Fuel Delivered To Customers | |||||
Lessor, Lease, Description [Line Items] | |||||
Termination costs | $ 16,000,000 | ||||
Minimum | |||||
Lessor, Lease, Description [Line Items] | |||||
Lease term | 1 year | 1 year | |||
Maximum | |||||
Lessor, Lease, Description [Line Items] | |||||
Lease term | 10 years | 10 years |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, plant and equipment | |||||
Property, plant, and equipment, gross | $ 196,941 | $ 196,941 | $ 96,735 | ||
Less: accumulated depreciation | (27,355) | (27,355) | (22,186) | ||
Property, plant, and equipment, net | 169,586 | 169,586 | 74,549 | ||
Capitalized interest | 2,600 | $ 0 | |||
Depreciation expense | 1,900 | $ 1,400 | 5,200 | $ 3,200 | |
Land | |||||
Property, plant and equipment | |||||
Property, plant, and equipment, gross | 1,165 | 1,165 | 1,165 | ||
Leasehold Improvements | |||||
Property, plant and equipment | |||||
Property, plant, and equipment, gross | 1,440 | 1,440 | 1,121 | ||
Construction in progress | |||||
Property, plant and equipment | |||||
Property, plant, and equipment, gross | 100,136 | 100,136 | 15,590 | ||
Software, machinery and equipment | |||||
Property, plant and equipment | |||||
Property, plant, and equipment, gross | $ 94,200 | $ 94,200 | $ 78,859 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Gross Carrying Amount (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Gross Carrying Amount | $ 42,930 | $ 43,587 |
Accumulated Amortization | (5,286) | (4,336) |
Total | 37,644 | 39,251 |
Goodwill | 71,856 | 72,387 |
Translation loss on goodwill | (531) | |
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 | $ 13,040 | $ 13,697 |
Accumulated Amortization | (4,888) | (4,042) |
Total | $ 8,152 | $ 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 | (398) | (294) |
Total | $ 492 | $ 596 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Intangible Assets and Goodwill | ||||
Amortization of Intangible Assets | $ 400 | $ 300 | $ 1,095 | $ 835 |
Estimated amortization expense | ||||
Remainder of 2021 | 363 | 363 | ||
2022 | 1,453 | 1,453 | ||
2023 | 1,453 | 1,453 | ||
2024 | 1,431 | 1,431 | ||
2025 and thereafter | 3,944 | 3,944 | ||
Total | $ 8,644 | $ 8,644 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Jan. 01, 2021 | Dec. 31, 2019 | Mar. 31, 2019 | |
Long-Term Debt | |||||
Interest rate (as a percent) | 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 | |||||
Principal payments of long term debt | |||||
Incremental term loan | 137,700 | ||||
Term Loan facility | United Hydrogen Group Inc | |||||
Principal payments of long term debt | |||||
Incremental term loan | $ 9,500 | ||||
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) | Jan. 07, 2021USD ($)shares | May 18, 2020USD ($)D$ / shares | Jan. 31, 2021USD ($)shares | Nov. 30, 2020$ / sharesshares | Aug. 31, 2020$ / sharesshares | May 31, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jan. 01, 2021 | May 29, 2020USD ($) | Mar. 31, 2018USD ($) |
Convertible Senior Notes | ||||||||||||||||
Interest rate (as a percent) | 3.75% | |||||||||||||||
Net proceeds | $ 53,447,000 | $ 47,568,000 | ||||||||||||||
Aggregate consideration | 90,238,000 | |||||||||||||||
Conversion of convertible senior notes to common stock | 15,345,000 | |||||||||||||||
Convertible senior note | 43,058,000 | |||||||||||||||
Proceeds from issuance of convertible senior notes, net | 205,098,000 | |||||||||||||||
Gain on extinguishment of debt | $ 13,222,000 | |||||||||||||||
Closing stock price on grant date | $ / shares | $ 22.25 | $ 10.25 | ||||||||||||||
Common stock shares issued | shares | 43,700,000 | 35,276,250 | ||||||||||||||
3.75% Convertible Senior Notes | ||||||||||||||||
Convertible Senior Notes | ||||||||||||||||
Principal amount | $ 200,000,000 | $ 212,463,000 | $ 197,278,000 | $ 15,200,000 | $ 197,278,000 | $ 12,500,000 | ||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |||||||||||
Net proceeds | $ 189,219,000 | |||||||||||||||
Conversion of notes through common stock issuance | shares | 0 | 0 | 3,016,036 | 3,000,000 | ||||||||||||
Maturity principal amount | $ 1,000 | |||||||||||||||
Conversion rates for the notes (in shares) | 198.6196 | |||||||||||||||
Conversion price, per share | $ / shares | $ 5.03 | |||||||||||||||
Convertible senior note | $ 15,200,000 | |||||||||||||||
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% | |||||||||||||||
Effective interest rate (as a percent) | 4.50% | 4.50% | ||||||||||||||
Transaction costs for issuance | $ 7,000,000 | |||||||||||||||
Initial purchasers' discount | 6,400,000 | 6,374,000 | ||||||||||||||
Other issuance costs | $ 600,000 | $ 617,000 | ||||||||||||||
Closing stock price on grant date | $ / shares | $ 25.54 | $ 25.54 | ||||||||||||||
Fair value of convertible senior notes | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||||||||
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 | $ 160,000 | $ 100,000,000 | $ 160,000 | $ 40,000,000 | $ 33,500,000 | $ 100,000,000 | ||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 7.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||||
Repurchase of convertible senior notes | shares | 9,400,000 | |||||||||||||||
Aggregate repurchase of debt | $ 128,900,000 | |||||||||||||||
Aggregate consideration | 90,200,000 | |||||||||||||||
Conversion of notes through common stock issuance | shares | 69,808 | 69,808 | 16,000,000 | 14,600,000 | ||||||||||||
Maturity principal amount | 66,300,000 | |||||||||||||||
Gain on early debt extinguishment | $ 13,200,000 | |||||||||||||||
Gain on extinguishment of debt | $ 4,500,000 |
Convertible Senior Notes - Conv
Convertible Senior Notes - Conversion (Details) - USD ($) | May 18, 2020 | May 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | May 29, 2020 | Sep. 30, 2019 | Mar. 31, 2018 |
Convertible Senior Notes | |||||||||||
Net proceeds | $ 53,447,000 | $ 47,568,000 | |||||||||
5.5% Convertible Senior Notes | |||||||||||
Convertible Senior Notes | |||||||||||
Principal amount | $ 100,000,000 | $ 160,000 | $ 160,000 | $ 33,500,000 | $ 40,000,000 | $ 100,000,000 | |||||
3.75% Convertible Senior Notes | |||||||||||
Convertible Senior Notes | |||||||||||
Principal amount | 200,000,000 | $ 212,463,000 | $ 197,278,000 | $ 15,200,000 | $ 12,500,000 | ||||||
Less initial purchasers' discount | (6,400,000) | (6,374,000) | |||||||||
Less cost of related capped calls | (16,253,000) | ||||||||||
Less other issuance costs | $ (600,000) | (617,000) | |||||||||
Net proceeds | $ 189,219,000 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Sep. 30, 2019 | Mar. 31, 2018 |
Convertible Senior Notes | ||||||||||
Net carrying amount | $ 192,320,000 | $ 85,640,000 | ||||||||
3.75% Convertible Senior Notes | ||||||||||
Convertible Senior Notes | ||||||||||
Principal amount | 197,278,000 | $ 15,200,000 | $ 212,463,000 | $ 12,500,000 | $ 200,000,000 | |||||
Unamortized debt issuance costs | (4,958,000) | |||||||||
Net carrying amount | $ 192,320,000 | |||||||||
5.5% Convertible Senior Notes | ||||||||||
Convertible Senior Notes | ||||||||||
Principal amount | $ 160,000 | $ 160,000 | $ 33,500,000 | $ 100,000,000 | $ 40,000,000 | $ 100,000,000 |
Convertible Senior Notes - Expe
Convertible Senior Notes - Expenses and Interest (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs and discount on convertible senior notes | $ 2,371 | $ 12,183 |
3.75% Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest expense | 1,849 | |
Amortization of debt issuance costs and discount on convertible senior notes | 306 | |
Total | $ 2,155 | |
Effective interest rate (as a percent) | 4.50% |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call and Common Stock Forward (Details) - USD ($) | May 18, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | May 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 07, 2021 | Jan. 01, 2021 | Sep. 30, 2020 | May 29, 2020 | Sep. 30, 2019 | Mar. 31, 2018 |
Capped Call and Common Stock Forward | |||||||||||||||
Interest rate (as a percent) | 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 | |||||||||||||||
Net cost incurred | $ 27,500,000 | ||||||||||||||
Number of shares settled | 0 | 4,400,000 | 8,100,000 | ||||||||||||
3.75% Convertible Senior Notes | |||||||||||||||
Capped Call and Common Stock Forward | |||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||||
Principal amount | $ 200,000,000 | $ 212,463,000 | $ 197,278,000 | $ 197,278,000 | $ 15,200,000 | $ 12,500,000 | |||||||||
Share Price | $ 25.54 | $ 25.54 | |||||||||||||
Convertible senior notes | $ 1,000,000,000 | $ 1,000,000,000 | |||||||||||||
Percentage of principal amount to be redeemed | 100.00% | ||||||||||||||
3.75% Convertible Senior Notes | Capped Call | |||||||||||||||
Capped Call and Common Stock Forward | |||||||||||||||
Capped call options amount | $ 16,200,000 | ||||||||||||||
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% | 5.50% | 7.50% | 5.50% | |||||
Principal amount | $ 100,000,000 | $ 33,500,000 | $ 160,000 | $ 160,000 | $ 40,000,000 | $ 100,000,000 | |||||||||
5.5% Convertible Senior Notes | Capped Call | |||||||||||||||
Capped Call and Common Stock Forward | |||||||||||||||
Capped call options amount | $ 16,000,000 | ||||||||||||||
Recorded in additional paid-in capital | $ 24,200,000 | ||||||||||||||
Percentage of principal amount to be redeemed | 100.00% | ||||||||||||||
5.5% Convertible Senior Notes | Common Stock Forward | |||||||||||||||
Capped Call and Common Stock Forward | |||||||||||||||
Common stock shares issued | 14,397,906 |
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 | Sep. 30, 2021$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020$ / sharesshares | Dec. 31, 2017shares |
Stockholders' equity | ||||||||||
Preferred stock, Shares authorized | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Net proceeds from shares of common stock sold | $ | $ 927,300 | $ 344,400 | $ 3,587,830 | $ 344,398 | ||||||
Common Stock, Shares, Issued | 593,077,995 | 593,077,995 | 473,977,469 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 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) | 3,501,640 | 24,736,559 | ||||||||
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 | $ 0.01 | ||||||||
Common Stock Shares, Outstanding | 0 | 0 | 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 | $ | $ 2,000,000 | |||||||||
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 | Dec. 31, 2020USD ($)$ / sharesshares | Nov. 02, 2020USD ($)installment$ / sharesshares | Jan. 01, 2019USD ($)installmentshares | Apr. 04, 2017USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Class of Warrant or Right [Line Items] | |||||||||||
Number of warrants exercised (in shares) | shares | 3,501,640 | 24,736,559 | |||||||||
Selling, general and administrative | $ 42,421 | $ 17,210 | $ 106,652 | $ 49,963 | |||||||
Provision for loss contracts related to service | (9,586) | (25,110) | |||||||||
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 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 | ||||||||||
Reduction in revenue | $ 106 | $ 17,300 | $ 315 | $ 22,000 | |||||||
Number of warrants exercised (in shares) | shares | 3,501,640 | 17,461,994 | |||||||||
Warrant shares vested (in shares) | shares | 55,286,696 | 55,286,696 | |||||||||
Fair value of warrants per share | $ / shares | $ 10.57 | $ 26.95 | |||||||||
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 | $ 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 service | $ 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 | Sep. 30, 2021USD ($)shares | Jun. 30, 2021shares | Mar. 31, 2021shares | Dec. 31, 2020shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) |
Warrant Transaction Agreements | ||||||||
Number of warrants exercised (in shares) | 3,501,640 | 24,736,559 | ||||||
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 | |||||||
Reduction in revenue | $ | $ 1.2 | $ 1.3 | $ 4.4 | $ 3.2 | ||||
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 | |||||||
Number of warrants exercised (in shares) | 0 | 0 | 7,274,565 | 5,819,652 | 13,094,217 | |||
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 | |||||||
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 | |||||||
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | ||||
Net revenue | $ 143,922 | $ 107,048 | $ 340,437 | $ 215,862 |
Sales of fuel cell systems | ||||
Revenue | ||||
Net revenue | 67,032 | 51,998 | 152,620 | 107,515 |
Sale of hydrogen installations and other infrastructure | ||||
Revenue | ||||
Net revenue | 48,967 | 31,664 | 109,429 | 44,361 |
Services performed on fuel cell systems and related infrastructure | ||||
Revenue | ||||
Net revenue | 6,677 | 6,829 | 18,397 | 19,586 |
Power Purchase Agreements | ||||
Revenue | ||||
Net revenue | 9,321 | 6,629 | 25,508 | 19,629 |
Fuel delivered to customers | ||||
Revenue | ||||
Net revenue | 11,556 | 9,831 | 33,804 | 24,536 |
Other | ||||
Revenue | ||||
Net revenue | $ 369 | $ 97 | $ 679 | $ 235 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue | ||
Accounts receivable | $ 132,370 | $ 43,041 |
Contract assets | 9,284 | 18,189 |
Contract liabilities | 115,595 | 76,285 |
Other Current Liabilities | ||
Revenue | ||
Contract liabilities | 16,700 | 20,100 |
Sales of fuel cell systems | ||
Revenue | ||
Contract liabilities | $ 98,900 | $ 56,200 |
Revenue - Changes in contract a
Revenue - Changes in contract assets and contract liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Contract assets | |
Transferred to receivables from contract assets recognized at the beginning of the period | $ (13,344) |
Revenue recognized and not billed as of the end of the period | 4,439 |
Net change in contract assets | (8,905) |
Contract liabilities | |
Increases due to cash received, net of amounts recognized as revenue during the period | 91,985 |
Revenue recognized that was included in the contract liability balance as of the beginning of the period | (52,675) |
Net change in contract liabilities | $ 39,310 |
Revenue - Estimated future reve
Revenue - Estimated future revenue (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Revenue | |
Total estimated future revenue | $ 464,881 |
Sales of fuel cell systems | |
Revenue | |
Total estimated future revenue | 23,819 |
Sale of hydrogen installations and other infrastructure | |
Revenue | |
Total estimated future revenue | 58,429 |
Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Total estimated future revenue | 105,548 |
Power Purchase Agreements | |
Revenue | |
Total estimated future revenue | 212,360 |
Fuel delivered to customers | |
Revenue | |
Total estimated future revenue | 62,609 |
Other | |
Revenue | |
Total estimated future revenue | $ 2,116 |
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 Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue | ||
Capitalized contract costs | $ 807 | $ 1,300 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 31, 2021 | Jan. 07, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Sep. 30, 2019 | Mar. 31, 2018 | |
Income tax benefit | $ 0 | $ 6,644,000 | $ 0 | $ 24,015,000 | |||||||||
Interest rate (as a percent) | 3.75% | ||||||||||||
Giner ELX, Inc | |||||||||||||
Income tax benefit | $ 5,000,000 | ||||||||||||
3.75% Convertible Senior Notes | |||||||||||||
Interest rate (as a percent) | 3.75% | 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% | 5.50% | 5.50% | 7.50% | 5.50% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Measurements | |
Assets, transfers from level 1 to level 2 | $ 0 |
Assets, transfers from level 2 to level 1 | 0 |
Asset transfer into Level 3 | 0 |
Asset transfer out of Level 3 | 0 |
Liabilities, transfers from level 1 to level 2 | 0 |
Liabilities, transfers from level 2 to level 1 | 0 |
Liabilities transfer into Level 3 | 0 |
Liabilities transfer out of Level 3 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value | ||
Assets, Carrying Amount | $ 5,740,100 | $ 2,251,282 |
Liabilities, Carrying amount | 1,033,211 | 784,363 |
Recurring basis | Level 1 | Cash and cash equivalents | ||
Fair Value | ||
Assets, Fair Value | 140,574 | |
Recurring basis | Level 1 | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 169,878 | |
Recurring basis | Level 1 | Equity securities | ||
Fair Value | ||
Assets, Fair Value | 147,649 | |
Recurring basis | Level 2 | Convertible senior notes | ||
Fair Value | ||
Liabilities, Fair value | 1,006,639 | 1,272,766 |
Recurring basis | Level 2 | Cash and cash equivalents | ||
Fair Value | ||
Assets, Fair Value | 470,077 | |
Recurring basis | Level 2 | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 530,089 | |
Recurring basis | Level 2 | Commercial paper | ||
Fair Value | ||
Assets, Fair Value | 35,795 | |
Recurring basis | Level 2 | Certificates of deposit | ||
Fair Value | ||
Assets, Fair Value | 17,004 | |
Recurring basis | Level 3 | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 18,520 | 9,760 |
Recurring basis | Level 3 | Long-term debt | ||
Fair Value | ||
Liabilities, Fair value | 147,255 | 175,402 |
Recurring basis | Level 3 | Finance obligations | ||
Fair Value | ||
Liabilities, Fair value | 207,837 | 181,553 |
Carrying value | Recurring basis | Contingent consideration | ||
Fair Value | ||
Liabilities, Carrying amount | 18,520 | 9,760 |
Carrying value | Recurring basis | Convertible senior notes | ||
Fair Value | ||
Liabilities, Carrying amount | 192,320 | 85,640 |
Carrying value | Recurring basis | Long-term debt | ||
Fair Value | ||
Liabilities, Carrying amount | 147,255 | 175,402 |
Carrying value | Recurring basis | Finance obligations | ||
Fair Value | ||
Liabilities, Carrying amount | 207,837 | 181,553 |
Carrying value | Recurring basis | Cash and cash equivalents | ||
Fair Value | ||
Assets, Carrying Amount | 610,651 | |
Carrying value | Recurring basis | Corporate bonds | ||
Fair Value | ||
Assets, Carrying Amount | 530,089 | |
Carrying value | Recurring basis | Commercial paper | ||
Fair Value | ||
Assets, Carrying Amount | 35,795 | |
Carrying value | Recurring basis | U.S. Treasuries | ||
Fair Value | ||
Assets, Carrying Amount | 169,878 | |
Carrying value | Recurring basis | Certificates of deposit | ||
Fair Value | ||
Assets, Carrying Amount | 17,004 | |
Carrying value | Recurring basis | Equity securities | ||
Fair Value | ||
Assets, Carrying Amount | 147,649 | |
Fair value | Recurring basis | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 18,520 | 9,760 |
Fair value | Recurring basis | Convertible senior notes | ||
Fair Value | ||
Liabilities, Fair value | 1,006,639 | 1,272,766 |
Fair value | Recurring basis | Long-term debt | ||
Fair Value | ||
Liabilities, Fair value | 147,255 | 175,402 |
Fair value | Recurring basis | Finance obligations | ||
Fair Value | ||
Liabilities, Fair value | 207,837 | $ 181,553 |
Fair value | Recurring basis | Cash and cash equivalents | ||
Fair Value | ||
Assets, Fair Value | 610,651 | |
Fair value | Recurring basis | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 530,089 | |
Fair value | Recurring basis | Commercial paper | ||
Fair Value | ||
Assets, Fair Value | 35,795 | |
Fair value | Recurring basis | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 169,878 | |
Fair value | Recurring basis | Certificates of deposit | ||
Fair Value | ||
Assets, Fair Value | 17,004 | |
Fair value | Recurring basis | Equity securities | ||
Fair Value | ||
Assets, Fair Value | $ 147,649 |
Operating and Finance Lease L_3
Operating and Finance Lease Liabilities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Rental expense for all operating lease | $ 9,600 | $ 8,100 | $ 25,800 | $ 20,600 | |
Gross profit on sale leaseback transactions | 30,700 | 25,200 | 66,100 | 44,900 | |
Right of use assets obtained in exchange for new operating lease liabilities | 26,600 | 24,600 | 62,500 | 32,700 | |
Right of use assets, operating lease | 200,200 | 200,200 | $ 136,900 | ||
Amortization of right-of-use asset from operating lease | 32,300 | 32,300 | 19,900 | ||
Right of use assets, finance lease | 22,800 | 22,800 | 5,700 | ||
Amortization of right-of-use asset from finance lease | 757 | 757 | 102 | ||
Prepaid rent and security deposit | 3,300 | 3,300 | $ 5,800 | ||
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 5,800 | $ 0 | $ 17,900 | $ 686 | |
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease Term - as Lessee | 1 year | 1 year | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease Term - as Lessee | 9 years | 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 | Sep. 30, 2021USD ($) |
Future minimum lease payments under operating lease | |
Remainder of 2021 | $ 9,929 |
2022 | 39,932 |
2023 | 39,989 |
2024 | 39,957 |
2025 and thereafter | 90,241 |
Total future minimum lease payments | 220,048 |
Less imputed lease interest | (57,364) |
Total operating lease, liabilities | 162,684 |
Future minimum lease payments under finance leases | |
Remainder of 2021 | 1,019 |
2022 | 4,012 |
2023 | 3,989 |
2024 | 3,996 |
2025 and thereafter | 10,843 |
Total future minimum lease payments | 23,859 |
Less imputed lease interest | (4,074) |
Total finance lease liabilities | 19,785 |
Future minimum lease payments under operating and finance leases | |
Remainder of 2021 | 10,948 |
2022 | 43,944 |
2023 | 43,978 |
2024 | 43,953 |
2025 and thereafter | 101,084 |
Total future minimum payments | 243,907 |
Less imputed interest | (61,438) |
Total | $ 182,469 |
Operating and Finance Lease L_5
Operating and Finance Lease Liabilities - Other information related to the operating leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Operating Lease, Description [Abstract] | ||
Cash payments | $ 25,726 | $ 14,954 |
Weighted average remaining lease term (in years) | 5 years 8 months 19 days | 4 years 6 months 18 days |
Weighted average discount rate (as a percent) | 11.20% | 11.80% |
Operating and Finance Lease L_6
Operating and Finance Lease Liabilities - Other information related to the finance leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Other information | ||
Cash payments | $ 2,128 | $ 252 |
Weighted average remaining lease term (years) | 4 years 6 months 25 days | 6 years 6 months 3 days |
Weighted average discount rate | 6.90% | 9.60% |
Finance Obligations - Narrative
Finance Obligations - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Sale Leaseback Transaction [Line Items] | ||
Total operating lease, liabilities | $ 162,684 | |
Short term operating lease obligation | 23,284 | $ 14,314 |
Long term operating lease obligation | 139,400 | 99,624 |
Total finance lease liabilities | 19,785 | |
Short term finance lease obligation | 2,758 | 903 |
Long term finance lease obligation | 17,027 | 4,493 |
Sale Leaseback Agreements | ||
Sale Leaseback Transaction [Line Items] | ||
Total finance lease liabilities | 17,299 | 23,900 |
Short term finance lease obligation | 5,100 | 8,000 |
Long term finance lease obligation | 12,200 | 15,900 |
Sale Leaseback Agreements | Future Services [Member] | ||
Sale Leaseback Transaction [Line Items] | ||
Total finance lease liabilities | 190,500 | 157,700 |
Short term finance lease obligation | 30,500 | 24,200 |
Long term finance lease obligation | $ 160,000 | $ 133,500 |
Finance Obligations - Future mi
Finance Obligations - Future minimum payments under finance obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Future minimum lease payments under finance leases | ||
Remainder of 2021 | $ 1,019 | |
2022 | 4,012 | |
2023 | 3,989 | |
2024 | 3,996 | |
2025 and thereafter | 10,843 | |
Total future minimum lease payments | 23,859 | |
Less imputed lease interest | (4,074) | |
Total finance lease liabilities | 19,785 | |
Finance obligation | ||
Future minimum lease payments under finance leases | ||
Remainder of 2021 | 14,468 | |
2022 | 55,607 | |
2023 | 53,780 | |
2024 | 66,786 | |
2025 and thereafter | 86,614 | |
Total future minimum lease payments | 277,255 | |
Less imputed lease interest | (69,418) | |
Total finance lease liabilities | 207,837 | |
Sale of Future Revenue - Debt | ||
Future minimum lease payments under finance leases | ||
Remainder of 2021 | 12,788 | |
2022 | 50,632 | |
2023 | 50,632 | |
2024 | 50,632 | |
2025 and thereafter | 86,614 | |
Total future minimum lease payments | 251,298 | |
Less imputed lease interest | (60,760) | |
Total finance lease liabilities | 190,538 | |
Sale Leaseback Agreements | ||
Future minimum lease payments under finance leases | ||
Remainder of 2021 | 1,680 | |
2022 | 4,975 | |
2023 | 3,148 | |
2024 | 16,154 | |
Total future minimum lease payments | 25,957 | |
Less imputed lease interest | (8,658) | |
Total finance lease liabilities | $ 17,299 | $ 23,900 |
Finance Obligations - Other inf
Finance Obligations - Other information related to finance obligations (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Sale Leaseback Transaction [Line Items] | ||
Cash payments | $ 2,128 | $ 252 |
Weighted average remaining term (years) | 4 years 6 months 25 days | 6 years 6 months 3 days |
Weighted average discount rate | 6.90% | 9.60% |
Finance obligation | ||
Sale Leaseback Transaction [Line Items] | ||
Cash payments | $ 41,325 | $ 31,693 |
Weighted average remaining term (years) | 4 years 10 months 17 days | 4 years 8 months 26 days |
Weighted average discount rate | 11.30% | 11.30% |
Investments - Available-for-sal
Investments - Available-for-sale securities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 756,841 |
Gross Unrealized Gains | 170 |
Gross Unrealized Losses | (4,245) |
Fair Value | 752,766 |
Corporate bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 533,691 |
Gross Unrealized Gains | 93 |
Gross Unrealized Losses | (3,695) |
Fair Value | 530,089 |
Commercial paper | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 35,719 |
Gross Unrealized Gains | 76 |
Fair Value | 35,795 |
Certificates of deposit | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 17,017 |
Gross Unrealized Losses | (13) |
Fair Value | 17,004 |
U.S. Treasuries | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 170,414 |
Gross Unrealized Gains | 1 |
Gross Unrealized Losses | (537) |
Fair Value | $ 169,878 |
Investments - Equity Securities
Investments - Equity Securities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt and Equity Securities, FV-NI [Line Items] | |
Cost | $ 147,933 |
Gross Unrealized Losses | (284) |
Fair Value | 147,649 |
Fixed income mutual funds | |
Debt and Equity Securities, FV-NI [Line Items] | |
Cost | 77,766 |
Gross Unrealized Losses | (132) |
Fair Value | 77,634 |
Exchange traded mutual funds | |
Debt and Equity Securities, FV-NI [Line Items] | |
Cost | 70,167 |
Gross Unrealized Losses | (152) |
Fair Value | $ 70,015 |
Investments - Contractual Matur
Investments - Contractual Maturity (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Amortized Cost | |
Within one year | $ 447,479 |
After one through five years | 309,362 |
Amortized Cost | 756,841 |
Fair Value | |
Within one year | 446,011 |
After one through five years | 306,755 |
Total available-for-sale securities | 752,766 |
Accrued interest income | $ 4,900 |
Commitments and Contingencies -
Commitments and Contingencies - Concentrations of Credit Risk (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)customer | Sep. 30, 2020 | Sep. 30, 2021USD ($)customer | Sep. 30, 2020 | Dec. 31, 2020customer | |
Customer Concentration | |||||
Federal depository insurance coverage | $ 250 | $ 250 | |||
Restricted cash | 301,300 | 301,300 | |||
Letter of Credit | |||||
Customer Concentration | |||||
Restricted Cash | $ 137,700 | $ 137,700 | |||
Accounts receivable | Customer concentration | One customers | |||||
Customer Concentration | |||||
Number of customers | customer | 1 | 1 | |||
Concentration risk (as a percent) | 79.60% | ||||
Accounts receivable | Customer concentration | Three customers | |||||
Customer Concentration | |||||
Number of customers | customer | 3 | ||||
Concentration risk (as a percent) | 73.90% | ||||
Revenues | Customer concentration | Two customers | |||||
Customer Concentration | |||||
Concentration risk (as a percent) | 83.00% | 71.80% | |||
Revenues | Customer concentration | Three customers | |||||
Customer Concentration | |||||
Concentration risk (as a percent) | 80.10% | 80.60% |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumptions For Estimating Fair Value (Details) - USD ($) $ / shares in Units, $ in Millions | May 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | May 12, 2011 |
Assumptions for estimating fair value | |||||||||
Closing stock price on grant date | $ 22.25 | $ 10.25 | |||||||
Service Options Awards | |||||||||
Employee Benefit Plans | |||||||||
Compensation cost | $ 4.2 | $ 1.1 | $ 11.9 | $ 4.1 | |||||
Options granted | 1,870,835 | 3,429,549 | |||||||
Assumptions for estimating fair value | |||||||||
Expected term of options (years) | 6 years | ||||||||
Risk Free interest rate, minimum (as a percent) | 0.61% | 0.37% | |||||||
Risk Free interest rate, maximum (as a percent) | 1.05% | 1.37% | |||||||
Volatility, minimum (as a percent) | 72.46% | 64.19% | |||||||
Volatility, maximum (as a percent) | 75.52% | 66.94% | |||||||
Dividend Yield | 0.00% | ||||||||
Service Options Awards | Minimum | |||||||||
Assumptions for estimating fair value | |||||||||
Expected term of options (years) | 3 years | ||||||||
Service Options Awards | Maximum | |||||||||
Employee Benefit Plans | |||||||||
Options exercisable (as a percent) | 200.00% | ||||||||
Assumptions for estimating fair value | |||||||||
Expected term of options (years) | 5 years | ||||||||
Performance Option Awards | |||||||||
Employee Benefit Plans | |||||||||
Compensation cost | $ 2 | $ 2 | |||||||
Options granted | 14,560,000 | ||||||||
Assumptions for estimating fair value | |||||||||
Remaining performance period | 3 years | ||||||||
Risk free rate (as a percent): | 1.12% | ||||||||
Volatility (as a percent): | 70.00% | ||||||||
Closing stock price on grant date | $ 26.92 | $ 26.92 | |||||||
Employees | Service Options Awards | |||||||||
Employee Benefit Plans | |||||||||
Vesting period | 3 years | ||||||||
Expiration period | 10 years | ||||||||
Board of Directors | Service Options Awards | |||||||||
Employee Benefit Plans | |||||||||
Vesting period | 1 year | ||||||||
the 2011 Plan | |||||||||
Employee Benefit Plans | |||||||||
Maximum number of common stock shares available for issuance | 473,491 | ||||||||
Compensation cost | $ 12.7 | $ 2.3 | $ 32.3 | $ 7.3 | |||||
the 2011 Plan | Stock options outstanding | |||||||||
Employee Benefit Plans | |||||||||
Maximum number of common stock shares available for issuance | 42,400,000 | 42,400,000 | 1,000,000 | ||||||
Options granted | 0 | ||||||||
2021 Stock Option Incentive Plan | |||||||||
Employee Benefit Plans | |||||||||
Number of options available for issuance (in shares) | 22,500,000 | ||||||||
Stock Incentive Plan 2011 And 2021 | Service Options Awards | |||||||||
Employee Benefit Plans | |||||||||
Expiration period | 10 years | ||||||||
Stock Incentive Plan 2011 And 2021 | Service Options Awards | Minimum | |||||||||
Employee Benefit Plans | |||||||||
Vesting period | 1 year | ||||||||
Stock Incentive Plan 2011 And 2021 | Service Options Awards | Maximum | |||||||||
Employee Benefit Plans | |||||||||
Vesting period | 3 years |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Activity, Weighted Average Exercise Price (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Service Options Awards | |||||
Shares | |||||
Options outstanding, beginning balance (in shares) | 10,284,498 | ||||
Granted (in shares) | 1,870,835 | 3,429,549 | |||
Exercised (in shares) | (1,911,112) | ||||
Forfeited (in shares) | (15,833) | ||||
Expired (in shares) | (4,100) | ||||
Options outstanding, end balance (in shares) | 10,224,288 | 10,224,288 | 10,284,498 | ||
Options exercisable (in shares) | 5,045,168 | 5,045,168 | |||
Options unvested (in shares) | 5,179,120 | 5,179,120 | |||
Weighted Average Exercise Price | |||||
Options outstanding, beginning balance, weighted-average exercise price | $ 5.78 | ||||
Granted, weighted-average exercise price | 32.48 | ||||
Exercised, weighted-average exercise price | 2.78 | ||||
Forfeited, weighted-average exercise price | 21.35 | ||||
Expired, weighted-average exercise price | 6.10 | ||||
Options outstanding, end balance, weighted-average exercise price | $ 11.21 | 11.21 | $ 5.78 | ||
Options exercisable, weighted-average exercise price | 4.46 | 4.46 | |||
Options unvested, weighted-average exercise price | $ 17.77 | $ 17.77 | |||
Stock option activity additional disclosures | |||||
Options outstanding, weighted-average remaining contractual term | 7 years 10 months 24 days | 7 years 9 months 18 days | |||
Options exercisable, weighted-average remaining contractual term | 6 years 8 months 12 days | ||||
Options unvested, weighted-average remaining contractual term | 9 years | ||||
Options outstanding, aggregate intrinsic value | $ 146,581 | $ 146,581 | $ 289,316 | ||
Options exercisable, aggregate intrinsic value | 106,360 | 106,360 | |||
Options unvested, aggregate intrinsic value | $ 40,221 | $ 40,221 | |||
Weighted-average grant date fair value of options granted (per share) | $ 15.82 | $ 7.45 | $ 19.76 | $ 7.21 | |
Fair value of stock options that vested during the period | $ 10,400 | $ 5,200 | $ 10,900 | $ 5,900 | |
Compensation cost | 4,200 | 1,100 | 11,900 | 4,100 | |
Unrecognized compensation cost | $ 50,200 | $ 8,200 | $ 50,200 | $ 8,200 | |
Period for recognition | 3 years | ||||
Performance Option Awards | |||||
Shares | |||||
Granted (in shares) | 14,560,000 | ||||
Options outstanding, end balance (in shares) | 14,560,000 | 14,560,000 | |||
Options unvested (in shares) | 14,560,000 | 14,560,000 | |||
Weighted Average Exercise Price | |||||
Granted, weighted-average exercise price | $ 26.92 | ||||
Options outstanding, end balance, weighted-average exercise price | $ 26.92 | 26.92 | |||
Options unvested, weighted-average exercise price | 26.92 | $ 26.92 | |||
Stock option activity additional disclosures | |||||
Options outstanding, weighted-average remaining contractual term | 6 years 11 months 23 days | ||||
Options unvested, weighted-average remaining contractual term | 6 years 11 months 23 days | ||||
Weighted-average grant date fair value of options granted (per share) | $ 12.78 | $ 12.78 | |||
Fair value of stock options that vested during the period | $ 0 | $ 0 | |||
Compensation cost | 2,000 | 2,000 | |||
Unrecognized compensation cost | $ 183,700 | $ 183,700 | |||
Period for recognition | 3 years |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Activity (Details) - Restricted stock outstanding - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Benefit Plans | ||||
Compensation cost | $ 6,500 | $ 1,200 | $ 18,500 | $ 3,200 |
Unrecognized compensation cost | $ 81,200 | $ 6,200 | $ 81,200 | $ 6,200 |
Period for recognition | 3 years | |||
Shares | ||||
Unvested restricted stock, beginning balance (in shares) | 5,874,642 | |||
Granted (in shares) | 1,812,856 | |||
Vested (in shares) | (2,713,789) | |||
Forfeited (in shares) | (13,333) | |||
Unvested restricted stock, end balance (in shares) | 4,960,376 | 4,960,376 | ||
Aggregate Intrinsic Value | ||||
Unvested restricted stock aggregate intrinsic value | $ 126,688 | $ 126,688 | ||
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Non Employee Director | ||||
Non-Employee Benefit Plan Compensation | ||||
Granted (in shares) | 3,685 | 4,146 | 8,923 | 26,636 |
Compensation cost | $ 99 | $ 56 | $ 277 | $ 167 |
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 | 54,531 | 368,903 | ||
Total expense (including issuance of shares) | $ 1,100 | $ 600 | $ 3,400 | $ 1,900 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event € in Millions, $ in Millions | Oct. 14, 2021USD ($) | Nov. 30, 2021EUR (€) |
Frames Group [Member] | ||
Subsequent Events | ||
Purchase price | € | € 115 | |
Value of future earnouts given for acquisition | € | € 30 | |
Applied Cryo Technologies [Member] | ||
Subsequent Events | ||
Purchase price | $ 170 | |
Value of stock given for acquisition | 40 | |
Value of future earnouts given for acquisition | $ 30 |