Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Document and Entity Information: | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 1-34392 | ||
Entity Registrant Name | Plug Power Inc | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 22-3672377 | ||
Entity Address, Address Line One | 968 ALBANY SHAKER ROAD | ||
Entity Address, City or Town | LATHAM | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 12110 | ||
City Area Code | 518 | ||
Local Phone Number | 782-7700 | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | ||
Trading Symbol | PLUG | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 577,861,791 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Central Index Key | 0001093691 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 14,530,557,613 | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Albany, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,481,269 | $ 1,312,404 |
Restricted cash | 118,633 | 64,041 |
Available-for-sale securities, at fair value (amortized cost $1,242,993 and allowance for credit losses of $0 at December 31, 2021) | 1,240,265 | |
Equity securities | 147,995 | |
Accounts receivable | 92,675 | 43,041 |
Inventory | 269,163 | 139,386 |
Contract assets | 38,637 | 15,351 |
Prepaid expenses and other current assets | 59,888 | 28,973 |
Total current assets | 4,448,525 | 1,603,196 |
Restricted cash | 532,292 | 257,839 |
Property, plant, and equipment, net | 255,623 | 74,549 |
Right of use assets related to finance leases, net | 32,494 | 5,724 |
Right of use assets related to operating leases, net | 212,537 | 117,016 |
Equipment related to power purchase agreements and fuel delivered to customers, net | 72,902 | 75,807 |
Contract assets | 120 | 2,838 |
Goodwill | 220,436 | 72,387 |
Intangible assets, net | 158,208 | 39,251 |
Investments in non-consolidated entities and non-marketable equity securities | 12,892 | 1,000 |
Other assets | 4,047 | 1,675 |
Total assets | 5,950,076 | 2,251,282 |
Current liabilities: | ||
Accounts payable | 92,307 | 50,198 |
Accrued expenses | 79,237 | 46,083 |
Deferred revenue and other contract liabilities. | 116,377 | 43,341 |
Operating lease liabilities | 30,822 | 14,314 |
Finance lease liabilities | 4,718 | 903 |
Finance obligations | 42,040 | 32,717 |
Current portion of long-term debt | 15,252 | 25,389 |
Loss accruals for service contracts and other current liabilities | 39,800 | 9,421 |
Total current liabilities | 420,553 | 222,366 |
Deferred revenue and other contract liabilities | 66,713 | 32,944 |
Operating lease liabilities | 175,635 | 99,624 |
Finance lease liabilities | 24,611 | 4,493 |
Finance obligations | 211,644 | 148,836 |
Convertible senior notes, net | 192,633 | 85,640 |
Long-term debt | 112,794 | 150,013 |
Loss accruals for service contracts and other liabilities | 139,797 | 40,447 |
Total liabilities | 1,344,380 | 784,363 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 1,500,000,000 shares authorized; Issued (including shares in treasury): 594,729,610 at December 31, 2021 and 473,977,469 at December 31, 2020 | 5,947 | 4,740 |
Additional paid-in capital | 7,070,710 | 3,446,650 |
Accumulated other comprehensive (loss) income | (1,532) | 2,451 |
Accumulated deficit | (2,396,903) | (1,946,488) |
Less common stock in treasury: 17,074,710 at December 31, 2021 and 15,926,068 at December 31, 2020 | (72,526) | (40,434) |
Total stockholders' equity | 4,605,696 | 1,466,919 |
Total liabilities and stockholders' equity | $ 5,950,076 | $ 2,251,282 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Debt Securities, Available-for-sale, Amortized Cost, Current | $ 1,242,993 | |
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 | 594,729,610 | 473,977,469 |
Common stock in treasury, shares | 17,074,710 | 15,926,068 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net revenue: | |||
Net revenue | $ 502,342 | $ (93,237) | $ 229,975 |
Cost of revenue: | |||
Provision (benefit) for loss contracts related to service | 71,988 | (394) | |
Total cost of revenue | 673,652 | 376,179 | 219,327 |
Gross (loss) profit | (171,310) | (469,416) | 10,648 |
Operating expenses: | |||
Research and development | 64,762 | 27,848 | 15,059 |
Selling, general and administrative | 179,852 | 79,348 | 43,202 |
Impairment of long lived assets | 10,224 | 6,430 | |
Change in fair value of contingent consideration | 11,176 | 1,160 | |
Total operating expenses | 266,014 | 114,786 | 58,261 |
Operating loss | (437,324) | (584,202) | (47,613) |
Interest income | 4,040 | 765 | 1,502 |
Interest expense | (43,225) | (60,510) | (37,033) |
Other expense, net | (765) | (739) | (160) |
Realized loss on investments, net | (81) | ||
Change in fair value of equity securities | 6,738 | ||
Change in fair value of common stock warrant liability | 79 | ||
Gain (loss) on extinguishment of debt | 17,686 | (518) | |
Loss on equity method investments | (5,704) | ||
Other gain | 159 | ||
Loss before income taxes | (476,162) | (627,000) | (83,743) |
Income tax benefit | 16,197 | 30,845 | |
Net loss attributable to the Company | (459,965) | (596,155) | (83,743) |
Preferred stock dividends declared | (26) | (1,812) | |
Net loss attributable to common stockholders | $ (459,965) | $ (596,181) | $ (85,555) |
Net loss per share: | |||
Net loss per share, basic | $ (0.82) | $ (1.68) | $ (0.36) |
Net loss per share, diluted | $ (0.82) | $ (1.68) | $ (0.36) |
Weighted average number of common stock outstanding, basic | 558,182,177 | 354,790,106 | 237,152,780 |
Weighted average number of common stock outstanding, diluted | 558,182,177 | 354,790,106 | 237,152,780 |
Sales of fuel cell systems, related infrastructure and equipment | |||
Net revenue: | |||
Net revenue | $ 392,777 | $ (94,295) | $ 149,920 |
Cost of revenue: | |||
Cost of revenue | 307,157 | 171,404 | 97,915 |
Services performed on fuel cell systems and related infrastructure | |||
Net revenue: | |||
Net revenue | 26,706 | (9,801) | 25,217 |
Cost of revenue: | |||
Cost of revenue | 63,729 | 42,524 | 34,582 |
Provision (benefit) for loss contracts related to service | |||
Cost of revenue: | |||
Cost of revenue | 35,473 | ||
Power Purchase Agreements | |||
Net revenue: | |||
Net revenue | 35,153 | 26,620 | 25,553 |
Cost of revenue: | |||
Cost of revenue | 102,417 | 64,640 | 41,777 |
Fuel delivered to customers | |||
Net revenue: | |||
Net revenue | 46,917 | (16,072) | 29,099 |
Cost of revenue: | |||
Cost of revenue | 127,196 | 61,815 | 45,247 |
Other | |||
Net revenue: | |||
Net revenue | 789 | 311 | 186 |
Cost of revenue: | |||
Cost of revenue | $ 1,165 | $ 323 | $ 200 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss attributable to the Company | $ (459,965) | $ (596,155) | $ (83,743) |
Foreign currency translation (loss) gain | (1,315) | 1,163 | (296) |
Change in net unrealized loss on available-for-sale securities | (2,668) | ||
Comprehensive loss attributable to the Company | (463,948) | (594,992) | (84,039) |
Preferred stock dividends declared | (26) | (1,812) | |
Comprehensive loss attributable to common stockholders | $ (463,948) | $ (595,018) | $ (85,851) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock3.75% Convertible Senior Notes | Common Stock5.5% Convertible Senior Notes | Common StockPrivate placement | Common Stock | Additional Paid-in-Capital3.75% Convertible Senior Notes | Additional Paid-in-Capital5.5% Convertible Senior Notes | Additional Paid-in-CapitalPrivate placement | Additional Paid-in-Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | 3.75% Convertible Senior Notes | 5.5% Convertible Senior Notes | Private placement | Total |
Balance at Dec. 31, 2018 | $ 2,342 | $ 1,289,636 | $ 1,584 | $ (30,637) | $ (1,266,513) | $ (3,588) | |||||||||
Balance (in shares) at Dec. 31, 2018 | 234,160,661 | 15,002,663 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net loss attributable to the Company | (83,743) | (83,743) | |||||||||||||
Other comprehensive (loss) gain | (296) | (296) | |||||||||||||
Stock-based compensation | $ 19 | 10,871 | 10,890 | ||||||||||||
Stock-based compensation (in shares) | 1,876,503 | ||||||||||||||
Stock dividend | 52 | (52) | |||||||||||||
Stock dividend (in shares) | 19,286 | ||||||||||||||
Issuance of common stock, net | $ 622 | 157,722 | 158,344 | ||||||||||||
Issuance of common stock, net (in shares) | 62,333,585 | ||||||||||||||
Stock option exercises | $ 12 | 1,784 | $ (579) | 1,217 | |||||||||||
Stock option exercises (in shares) | 1,151,307 | 256,382 | |||||||||||||
Exercise of warrants | $ 53 | 14,099 | 14,152 | ||||||||||||
Exercise of warrants (in shares) | 5,250,750 | ||||||||||||||
Provision for common stock warrants | 6,513 | 6,513 | |||||||||||||
Accretion of discount, preferred stock | (1,978) | (1,978) | |||||||||||||
Conversion of preferred stock | $ 138 | 28,254 | 28,392 | ||||||||||||
Conversion of preferred stock (in shares) | 13,845,468 | ||||||||||||||
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 | (596,155) | (596,155) | |||||||||||||
Other comprehensive (loss) gain | 1,163 | 1,163 | |||||||||||||
Stock-based compensation | $ 4 | 17,131 | 17,135 | ||||||||||||
Stock-based compensation (in shares) | 439,649 | ||||||||||||||
Stock dividend | 26 | (26) | |||||||||||||
Stock dividend (in shares) | 5,156 | ||||||||||||||
Issuance of common stock, net | $ 790 | 1,270,872 | 1,271,662 | ||||||||||||
Issuance of common stock, net (in shares) | 78,976,250 | ||||||||||||||
Stock option exercises | $ 181 | 41,060 | $ (9,218) | 32,023 | |||||||||||
Stock option exercises (in shares) | 18,056,200 | 667,023 | |||||||||||||
Equity component of 3.75% Convertible Senior Notes issued, net of issuance costs and income tax expense | 100,761 | 100,761 | |||||||||||||
Purchase of capped calls | (16,253) | (16,253) | |||||||||||||
Termination of capped calls | 24,158 | 24,158 | |||||||||||||
Exercise of warrants | $ 52 | (52) | |||||||||||||
Exercise of warrants (in shares) | 5,180,457 | ||||||||||||||
Provision for common stock warrants | 439,915 | 439,915 | |||||||||||||
Accretion of discount, preferred stock | (29) | (29) | |||||||||||||
Conversion of preferred stock | $ 30 | 1,149 | 1,179 | ||||||||||||
Conversion of preferred stock (in shares) | 2,998,526 | ||||||||||||||
Conversion of Convertible Senior Notes | $ 306 | 62,247 | 62,553 | ||||||||||||
Conversion of Convertible Senior Notes (in shares) | 30,615,615 | ||||||||||||||
Repurchase of 5.5% Convertible Senior Notes, net of income tax benefit | $ 94 | (50,864) | (50,770) | ||||||||||||
Repurchase of 5.5% Convertible Senior Notes, net of income tax benefit (in shares) | 9,409,591 | ||||||||||||||
Common stock issued for acquisitions | $ 97 | 49,576 | 49,673 | ||||||||||||
Common stock issued for acquisitions (in shares) | 9,658,465 | ||||||||||||||
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 | |||||||||||||||
Issuance of common stock, net (in shares) | 32.2 | ||||||||||||||
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 | (459,965) | $ (459,965) | |||||||||||||
Other comprehensive (loss) gain | (3,983) | (3,983) | |||||||||||||
Stock-based compensation | $ 1 | 76,469 | 76,470 | ||||||||||||
Stock-based compensation (in shares) | 100,662 | ||||||||||||||
Issuance of common stock, net | $ 549 | $ 322 | $ 1,564,065 | 2,022,897 | $ 1,564,614 | 2,023,219 | |||||||||
Issuance of common stock, net (in shares) | 54,966,188 | 32,200,000 | |||||||||||||
Stock option exercises | $ 51 | 7,469 | 7,520 | ||||||||||||
Stock option exercises (in shares) | 5,097,667 | ||||||||||||||
Stock exchanged for tax withholding | $ (32,092) | (32,092) | |||||||||||||
Stock exchanged for tax withholding (in shares) | 1,148,642 | ||||||||||||||
Exercise of warrants | $ 242 | 15,203 | 15,445 | ||||||||||||
Exercise of warrants (in shares) | 24,210,984 | ||||||||||||||
Provision for common stock warrants | 6,142 | 6,142 | |||||||||||||
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 | |||||||||||||
Common stock issued for acquisitions | $ 11 | 46,686 | 46,697 | ||||||||||||
Common stock issued for acquisitions (in shares) | 1,090,796 | ||||||||||||||
Balance (ASU 2020-06) at Dec. 31, 2021 | (130,185) | 9,550 | (120,635) | ||||||||||||
Balance at Dec. 31, 2021 | $ 5,947 | $ 7,070,710 | $ (1,532) | $ (72,526) | $ (2,396,903) | $ 4,605,696 | |||||||||
Balance (in shares) at Dec. 31, 2021 | 594,729,610 | 17,074,710 | 594,729,610 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) | Dec. 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | Jul. 01, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Sep. 30, 2019 | Mar. 31, 2018 |
5.5% Convertible Senior Notes | |||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||
3.75% Convertible Senior Notes | |||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |||||
7.5% Convertible Senior Note | |||||||||||
Interest rate (as a percent) | 7.50% | 7.50% | 7.50% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities | |||
Net loss attributable to the Company | $ (459,965) | $ (596,155) | $ (83,743) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation of long-lived assets | 20,900 | 14,434 | 11,938 |
Amortization of intangible assets | 2,469 | 1,135 | 698 |
Stock-based compensation | 76,470 | 17,135 | 10,890 |
(Gain) loss on extinguishment of debt | (17,686) | 518 | |
Amortization of debt issuance costs and discount on convertible senior notes | 3,018 | 17,061 | 9,006 |
Provision for common stock warrants | 6,566 | 425,047 | 6,513 |
Deferred income tax benefit | (16,197) | (30,845) | |
Impairment of long-lived assets | 10,224 | 6,430 | |
Loss (benefit) on service contracts | 63,124 | 33,125 | (1,643) |
Fair value adjustment to contingent consideration | 11,176 | (1,160) | |
Net realized loss on investments | 81 | ||
Amortization of premium on available-for-sale securities | 9,232 | ||
Lease origination costs | (10,410) | ||
Change in fair value for equity securities | (6,738) | ||
Loss on equity method investments | 5,704 | ||
Provision for bad debts and other assets | 700 | 1,981 | |
Loss on disposal of leased assets | 212 | ||
Change in fair value of common stock warrant liability | (79) | ||
Changes in operating assets and liabilities that provide (use) cash: | |||
Accounts receivable | (27,601) | (15,701) | 10,594 |
Inventory | (98,791) | (63,389) | (24,633) |
Contract assets | (10,608) | ||
Prepaid expenses and other assets | (32,392) | (18,401) | (8,110) |
Accounts payable, accrued expenses, and other liabilities | 24,908 | 51,880 | 17,234 |
Deferred revenue | 70,654 | 20,914 | (4,700) |
Net cash used in operating activities | (358,176) | (155,476) | (53,324) |
Investing activities | |||
Purchases of property, plant and equipment | (172,166) | (22,526) | (5,683) |
Purchase of intangible assets | (928) | (1,957) | (2,404) |
Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers | (20,172) | (25,738) | (6,532) |
Purchase of available-for-sale securities | (3,159,372) | ||
Proceeds from sales of available-for-sale securities | 778,038 | ||
Proceeds from maturities of available-for-sale securities | 1,129,088 | ||
Purchase of equity securities | (169,793) | ||
Proceeds from sales of equities | 28,536 | ||
Net cash paid for acquisitions | (136,526) | (45,113) | |
Cash paid for non-consolidated entities and non marketable equity securities | (17,596) | ||
Proceeds from sale of leased assets | 375 | ||
Net cash used in investing activities | (1,740,891) | (95,334) | (14,244) |
Financing activities | |||
Proceeds from exercise of warrants, net of transaction costs | 15,445 | 14,089 | |
Payments of contingent consideration | (1,541) | ||
Proceeds from public and private offerings, net of transaction costs | 3,587,833 | 1,271,714 | 158,343 |
Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation | (32,092) | ||
Proceeds from exercise of stock options | 7,520 | 32,023 | 1,217 |
Payments for redemption of preferred stock | (4,040) | ||
Proceeds from issuance of convertible senior notes, net | 205,098 | 39,052 | |
Repurchase of convertible senior notes | (90,238) | ||
Purchase of capped calls and common stock forward | (16,253) | ||
Proceeds from long-term debt, net | 99,000 | 119,186 | |
Proceeds from termination of capped calls | 24,158 | ||
Principal payments on long-term debt | (48,681) | (48,020) | (25,345) |
Proceeds from finance obligations | 108,925 | 65,259 | 83,668 |
Repayments of finance obligations and finance leases | (39,630) | (27,212) | (59,196) |
Net cash provided by financing activities | 3,597,779 | 1,515,529 | 326,974 |
Effect of exchange rate changes on cash | (802) | 65 | (59) |
Increase in cash, cash equivalents and restricted cash | 1,497,910 | 1,264,784 | 259,347 |
Cash, cash equivalents, and restricted cash beginning of period | 1,634,284 | 369,500 | 110,153 |
Cash, cash equivalents, and restricted cash end of period | 3,132,194 | 1,634,284 | 369,500 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest, net capitalized interest of $4.8 million, $0 and $0 | 19,327 | 28,942 | 19,180 |
Summary of non-cash activity | |||
Recognition of right of use asset - finance leases | 28,180 | ||
Recognition of right of use asset - operating leases | 110,337 | 55,651 | 52,924 |
Net tangible assets (liabilities) acquired (assumed) in a business combination | (26,066) | 8,751 | |
Common stock issued for acquisitions | 46,697 | ||
Intangible assets acquired in a business combination | 120,962 | 32,268 | |
Conversion of convertible senior notes to common stock | 62,553 | ||
Net transfers between inventory and long-lived assets | 6,297 | ||
Conversion of convertible senior notes to common stock | 15,345 | 62,553 | |
Accrued purchase of fixed assets, cash to be paid in subsequent period | 14,006 | ||
Settlement of intercompany liability from acquisition | $ 7,100 | ||
Conversion of preferred stock to common stock | $ 1,179 | $ 28,392 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
Net capitalized interest | $ 4.8 | $ 0 | $ 0 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations Description of Business Plug 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 back-up power applications for telecommunications, transportation, and utility customers. Plug supports these markets with an ecosystem of vertically integrated products that make, transport, handle, dispense and use hydrogen. Our current products and services include: GenDrive GenFuel GenCare GenSure GenKey ProGen GenFuel electrolyzers We provide our products and solutions worldwide through our direct sales force, and by leveraging relationships with original equipment manufacturers (“OEMs”) and their dealer networks. Plug is currently targeting Asia, Australia, Europe, Middle East and North America for expansion in adoption. Europe has rolled out ambitious targets for the hydrogen economy and Plug is seeking to execute on its strategy to become one of the European leaders. This includes a targeted account strategy for material handling, securing strategic partnerships with European OEMs, energy companies, utility leaders and accelerating our electrolyzer business. Our global strategy includes leveraging a network of integrators or contract manufacturers. We manufacture our commercially viable products in Latham, New York, Rochester, New York, Houston, Texas 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 France and 50% by Renault. Our wholly-owned subsidiary, Plug Power Spain, created a joint venture with Acciona Generación Renovable, S.A., (“Acciona”), named AccionaPlug S.L., in the fourth quarter 2021. AccionaPlug S.L. will develop, operate, and maintain green hydrogen projects throughout Spain and Portugal. AccionaPlug S.L. is owned 50% by Plug Power Spain and 50% by Acciona. This joint venture was funded equally by Acciona and the Company as of December 31, 2021 but had not yet commenced any related activities. Plug Inc. created a joint venture with SK E&S Co., Ltd. (“SK E&S”), in the fourth quarter 2021. This joint venture with SK will accelerate the use of hydrogen as an alternative energy source in Asian markets. Through this initiative, the two companies will collaborate to provide hydrogen fuel cell systems, hydrogen fueling stations, electrolyzers and green hydrogen to the Korean and other Asian markets. This joint venture is owned 49% by Plug Power Inc. and 51% by SK E&S. As of December 31, 2021, this joint venture had not been funded by either party. Liquidity As of December 31, 2021, the Company had $2.5 billion of cash and cash equivalents, $650.9 million of restricted cash, $1.2 billion of available-for-sale securities and $148.0 million of equity securities. In January and February 2021, the Company issued and sold in another 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. Furthermore, 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 54,996,188 shares of its common stock to a subsidiary of SK Holdings at a purchase price of $29.29 per share, or an aggregate purchase price of approximately $1.6 billion. The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses attributable to common stockholders of $460.0 million, $596.2 million and $85.6 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company’s cash used in operations totaled $358.2 million, $155.5 million, and $53.3 million for the year ended December 31, 2021, 2020 and 2019, and has an accumulated deficit of $2.4 billion at December 31, 2020. The Company’s significant obligations consisted of the following as of December 31, 2021: ● Operating and finance leases totaling $206.5 million and $29.3 million, respectively, of which $30.8 million and $4.7 million, respectively, are due within the next 12 months. These leases are primarily related to sale/leaseback agreements entered into with various financial institutions to facilitate the Company’s commercial transactions with key customers. ● Finance obligations totaling $253.7 million of which approximately $42.0 million is due within the next 12 months. Finance obligations consist primarily of debt associated with the sale of future revenues and failed sale/leaseback transactions. ● Long-term debt, primarily related to the Company’s loan and security agreement (Loan Agreement) with Generate Lending, LLC (Generate Capital) totaling $128.0 million of which $15.3 million is classified as short term on the consolidated balance sheets. See Note 14, “Long-Term Debt”, for more details. ● Convertible senior notes totaling $192.6 million at December 31, 2021. See Note 15, “Convertible Senior Notes,” for more details. The Company believes that its current working capital of $4.0 billion at December 31, 2021, which includes unrestricted cash and cash equivalents of $2.5 billion, and available-for-sale securities of $1.2 billion, will provide sufficient liquidity to fund operations for a least one year after the date the financial statements are issued. The Company plans to invest a portion of its available cash to expand its current production and manufacturing capacity and to fund strategic acquisitions and partnerships and capital projects. Future use of the Company’s funds is discretionary and the Company believes that its future working capital and cash position will be sufficient to fund operations for one year after the date of the consolidated balance sheet. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The 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 and Acciona and 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 and Acciona. Leases Leases The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective interest method. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term and (3) the lease payments. ● ASC Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality, were applied in the determination of the incremental borrowing rate. ● The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. ● Lease payments included in the measurement of the lease liability comprise fixed payments, and for certain finance leases, the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain at lease commencement to exercise the option. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the right of use asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the right of use asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the right of use asset is amortized over the useful life of the underlying asset. Amortization of the right of use asset is recognized and presented separately from interest expense on the lease liability. The Company’s leases do not contain variable lease payments. Right of use assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right of use asset. Operating and finance lease right of use assets are presented separately on the Company’s consolidated balance sheets. The current portions of operating and finance lease liabilities are also presented separately within current liabilities and the long-term portions are presented separately within noncurrent liabilities on the consolidated balance sheets. The Company has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Revenue Recognition The Company enters into contracts that may contain one or a combination of fuel cell systems and infrastructure, installation, maintenance, spare parts, fuel delivery and other support services. Contracts containing fuel cell systems and related infrastructure may be sold directly to customers or provided to customers under a PPA. The Company also enters into contracts that contain electrolyzer stacks, systems, maintenance and other support services. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company accrues for anticipated standard warranty costs at the same time that revenue is recognized for the related product, or when circumstances indicate that warranty costs will be incurred, as applicable. Any prepaid amounts would only be refunded to the extent services have not been provided or the fuel cell systems or infrastructure have not been delivered . Revenue is measured based on the transaction price specified in a contract with a customer, subject to the allocation of the transaction price to distinct performance obligations as discussed below. The Company recognizes revenue when it satisfies a performance obligation by transferring a product or service to a customer. Promises to the customer are separated into performance obligations, and are accounted for separately if they are (1) capable of being distinct and (2) distinct in the context of the contract. The Company considers a performance obligation to be distinct if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer and the Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. The Company allocates revenue to each distinct performance obligation based on relative standalone selling prices. Payment terms for sales of fuel cells, infrastructure and service to customers are typically 30 to 90 days from shipment of the goods. Payment terms on electrolyzer systems are typically based on achievement of milestones over the term of the contract with the customer. Sale/leaseback transactions with financial institutions are invoiced and collected upon transaction closing. Service is prepaid upfront in a majority of the arrangements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year. In 2017, in separate transactions, the Company issued to each of Amazon.com NV Investment Holdings LLC and Walmart warrants to purchase shares of the Company’s common stock. The Company presents the provision for common stock warrants within each revenue-related line item on the consolidated statements of operations. This presentation reflects a discount that those common stock warrants represent, and therefore revenue is net of these non-cash charges. The provision of common stock warrants is allocated to the relevant revenue-related line items based upon the expected mix of the revenue for each respective contract. See Note 18, “Warrant Transaction Agreements,’ for more details. Nature of goods and services The following is a description of principal activities from which the Company generates its revenue. (i) Sales of Fuel Cell Systems, Related Infrastructure and Equipment Revenue from sales of fuel cell systems, related infrastructure and equipment represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure. The Company uses a variety of information sources in determining standalone selling prices for fuel cells systems and related infrastructure. For GenDrive fuel cells, given the nascent nature of the Company’s market, the Company considers several inputs, including prices from a limited number of standalone sales as well as the Company’s negotiations with customers. The Company also considers its costs to produce fuel cells as well as comparable list prices in estimating standalone selling prices. The Company uses applicable observable evidence from similar products in the market to determine standalone selling prices for GenSure stationary backup power units and hydrogen fueling infrastructure. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. The allocated transaction price related to fuel cell systems and spare parts is recognized as revenue at a point in time which usually occurs upon delivery (and occasionally at shipment). Revenue on hydrogen infrastructure installations is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon customer acceptance of the hydrogen infrastructure. In certain instances, control of hydrogen infrastructure installations transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. The Company uses an input method to determine the amount of revenue to recognize during each reporting period when such revenue is recognized over time, based on the costs incurred to satisfy the performance obligation. (ii) Sales of Electrolyzer Systems and Solutions Revenue from sales of electrolyzer systems and solutions represents sales of electrolyzer stacks and systems used to generate hydrogen for various applications including mobility, ammonia production, methanol production, power to gas and other uses. The Company uses a variety of information sources in determining standalone selling prices for electrolyzer systems solutions. Electrolyzer stacks are typically sold on a standalone basis and the standalone selling price is the contractual price with the customer. Electrolyzer systems are sold either on a standalone basis or with an extended service agreement and other equipment. The Company uses an adjusted market assessment approach to determine the standalone selling price of electrolyzer systems. This includes considering both standalone selling prices of the systems by the Company and available information on competitor pricing on similar products. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. Revenue on electrolyzer systems and stacks is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon title transfer at shipment or delivery to the customer location. In certain instances, control of electrolyzer systems transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. (iii) Services performed on fuel cell systems and related infrastructure Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. The Company uses an adjusted market assessment approach to determine standalone selling prices for services. This approach considers market conditions and constraints, the Company’s market share, pricing strategies and objectives while maximizing the use of available observable inputs obtained from a limited number of historical standalone service renewal prices and negotiations with customers. The transaction price allocated to services as discussed above is generally recognized as revenue over time on a straight-line basis over the expected service period, as customers simultaneously receive and consume the benefits of routine, recurring maintenance performed throughout the contract period. In substantially all of its commercial transactions, the Company sells extended maintenance contracts that generally provide for a five Extended maintenance contracts generally do not contain customer renewal options. Upon expiration, customers may either negotiate a contract extension or switch to purchasing spare parts and maintaining the fuel cell systems on their own. (iv) Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution. Revenue associated with these agreements is recognized on a straight-line basis over the life of the agreements as the customers receive the benefits from the Company’s performance of the services. The customers receive services ratably over the contract term. In conjunction with entering into a PPA with a customer, the Company may enter into transactions with third-party financial institutions in which it receives proceeds from the sale/leaseback transactions of the equipment and the sale of future service revenue. The proceeds from the financial institution are allocated between the sale of equipment and the sale of future service revenue based on the relative standalone selling prices of equipment and service. The proceeds allocated to the sale of future services are recognized as finance obligations. The proceeds allocated to the sale of the equipment are evaluated to determine if the transaction meets the criteria for sale/leaseback accounting. To meet the sale/leaseback criteria, control of the equipment must transfer to the financial institution, which requires among other criteria the leaseback to meet the criteria for an operating lease and the Company must not have a right to repurchase the equipment (unless specific criteria are met). These transactions typically meet the criteria for sale/leaseback accounting and accordingly, the Company recognizes revenue on the sale of the equipment, and separately recognizes the leaseback obligations. The Company recognizes a lease liability for the equipment leaseback obligation based on the present value of the future payments to the financial institutions that are attributed to the equipment leaseback. The discount rate used to determine the lease liability is the Company’s incremental borrowing rate, which is based on an analysis of the interest rates on the Company’s secured borrowings. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality, were applied in the determination of the incremental borrowing rate. The Company also records a right of use asset which is amortized over the term of the leaseback. Rental expense is recognized on a straight-line basis over the life of the leaseback and is included as a cost of PPA revenue on the consolidated statements of operations. Certain of the Company’s transactions with financial institutions do not meet the criteria for sale/leaseback accounting and accordingly, no equipment sale is recognized. All proceeds from these transactions are accounted for as finance obligations. The right of use assets related to these transactions are classified as equipment related to the PPAs and fuel delivered to the customers, net in the consolidated balance sheets. Costs to service the property, depreciation of the assets related to PPAs and fuel delivered to the customers, and other related costs are included in cost of PPA revenue in the consolidated statements of operations. The Company uses its transaction-date incremental borrowing rate as the interest rate for its finance obligations that arise from these transactions. No additional adjustments to the incremental borrowing rate have been deemed necessary for the finance obligations that have resulted from the failed sale/leaseback transactions. In determining whether the sales of fuel cells and other equipment to financial institutions meet the requirements for revenue recognition under sale/leaseback accounting, the Company, as lessee, determines the classification of the lease. The Company estimates certain key inputs to the associated calculations such as: 1) discount rate used to determine the present value of future lease payments, 2) fair value of the fuel cells and equipment, and 3) useful life of the underlying asset(s): ● ASC Topic 842 requires a lessee to discount its future lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in its leases because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate to estimate the discount rate for each lease. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality were applied in the determination of the incremental borrowing rate. ● In order for the lease to be classified as an operating lease, the present value of the future lease payments cannot exceed 90% of the fair value of the leased assets. The Company estimates the fair value of the lease assets using the sales prices. ● In order for a lease to be classified as an operating lease, the lease term cannot exceed 75% (major part) of the estimated useful life of the leased asset. The average estimated useful life of the fuel cells is 10 years , and the average estimated useful life of the hydrogen infrastructure is 20 years . These estimated useful lives are compared to the term of each lease to determine the appropriate lease classification. (v) Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated on site. The stand-alone selling price is not estimated because it is sold separately and therefore directly observable. The Company purchases hydrogen fuel from suppliers in most cases (and sometimes produces hydrogen onsite) and sells to its customers. Revenue and cost of revenue related to this fuel is recorded as dispensed and is included in the respective “Fuel delivered to customers” lines on the consolidated statements of operations. Contract costs The Company expects that incremental commission fees paid to employees as a result of obtaining sales contracts are recoverable and therefore the Company capitalizes them as contract costs. Capitalized commission fees are amortized on a straight-line basis over the period of time which the transfer of goods or services to which the assets relate occur, typically ranging from 5 to 10 years. Amortization of the capitalized commission fees is included in selling, general and administrative expenses. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general and administrative expenses. Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. At December 31, 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 consolidated balance sheets approximate the fair value of cash and cash equivalents. At December 31, 2021 and 2020, cash equivalents consist of money market accounts. The Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits. Available-for-sale securities Available-for-sale securities is comprised of U.S. Treasury securities, certificates of deposit and corporate bonds, with original maturities greater than three months. We consider these securities to be available for use in our current operations, and therefore classify them as current even if we do not dispose of the securities in the following year. 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 the statement of operations. Realized gains and losses are due to the sale and maturity of securities classified as available-for-sale and includes the net gain (loss) from accumulated other comprehensive income (loss) reclassifications for previously unrealized net gains (losses) 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 consolidated statements of operations. We consider these securities to be available for use in our current year operations, and therefore classify them as current even if we do not dispose of the securities in the following year. Investments in non-consolidated entities and non-marketable equity securities The Company accounts for its investments in non-consolidated entities, such as HyVia and Acciona, as equity method investments. The Company accounts for its non-marketable equity investments equivalent as an equity method investment. Included in “Investments in non-consolidated entities and non-marketable equity securities” on the consolidated balance sheet are equity investments without readily determinable fair values (“non-marketable equity securities”). Non-marketable equity securities that do not qualify for equity method accounting are measured at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for the identical or similar investments of the same issuer. Our investment in non-marketable equity securities was $5.0 million and $1.0 million as of December 31, 2021 and 2020, respectfully. Common Stock Warrant Accounting The Company accounts for common stock warrants as either derivative liabilities or as equity instruments depending on the specific terms of the respective warrant agreements. Accounts Receivable Accounts receivable are stated at the amount billed or billable to customers and are ordinarily due between 30 and 60 days after the issuance of the invoice. Receivables are reserved or written off based on individual credit evaluation and specific circumstances of the customer. The allowance for expected credit losses for current accounts receivable is based primarily on past collections experience relative to the length of time receivables are past due; however, when available evidence reasonably supports an assumption that counterparty credit risk over the expected payment period will differ from current and historical payment collections, a forecasting adjustment will be reflected in the allowance for expected credit losses. The allowance for doubtful accounts and related receivable are reduced when the amount is deemed uncollectible. As of December 31, 2021, and 2020, the allowance for doubtful accounts was $39 thousand and $172 thousand, respectively. Inventory Inventories are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. All inventory, including spare parts inventory held at service locations, is not relieved until the customer has received the product, at which time the customer obtains control of the goods. Property, Plant and Equipment Property, plant and equipment are originally recorded at cost or, if acquired as part of a business combination, at fair value. Maintenance and repairs are expensed as costs are incurred. Depreciation on plant and equipment, which includes depreciation on the Company’s primary manufacturing facility, which is accounted for as a financing obligation, is calculated on the straight-line method over the estimated useful lives of the assets. Included within software, machinery and equipment is certain equipment related to our hydrogen plants. The Company records depreciation and amortization over the following estimated useful lives: Leasehold improvements 5 ‑ 10 years Software, machinery and equipment 1- 30 years Gains and losses resulting from the sale of property and equipment are recorded in current operations. Equipment related to PPAs and Fuel Delivered to Customers Equipment related to PPAs and fuel delivered to customers primarily consists of the assets deployed related to PPAs and sites where we deliver fuel to customers. Equipment is depreciated over its useful life. Depreciation expense is recorded on a straight-line basis and is included in cost of revenue for PPAs or cost of fuel delivered to customers, respectively, in the consolidated statements of operations. Impairment of Long-Lived Assets and PPA Executory Contract Considerations We evaluate long-lived assets on a quarterly basis to identify events or changes in circumstances (“triggering events”) that indicate the carrying value of certain assets may not be recoverable. Long-lived assets that we evaluate include right of use lease assets, equipment deployed to our PPAs, assets related primarily to our fuel delivery business and other company owned long-lived assets. Upon the occurrence of a triggering event, long-lived assets are evaluated to determine if the carrying amounts are recoverable. The determination of recoverability is made based upon the estimated undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups. For operating assets, the Company has generally determined that the lowest level of identifiable cash flows is based on the customer sites. The assets related primarily to our fuel delivery business are considered to be their own asset group. The cash flows are estimated based on the remaining useful life of the primary asset within the asset group. For assets related to our PPA agreements, we consider all underlying cash inflows related to our contract revenues and cash outflows relating to the costs incurred to service the PPAs. Our cash flow estimates used in the recoverability test, are based upon, among other things, historical results adjusted to reflect our best estimate of future cash flows and operating performance. Development of future cash flows also requires us to make assumptions and to apply judgment, including timing of future expected cash flows, future cost savings initiatives, and determining recovery values. Changes to our key assumptions related to future performance and other economic and market factors could adversely affect the outcome of our recoverability tests and cause more asset groups to be tested for impairment. If the estimated undiscounted future net cash flows for a given asset group are less than the carrying amount of the related asset group, an impairment loss is determined by comparing the estimated fair value with the carrying amount of the asset group. The impairment loss is then allocated to the long-lived assets in the asset group based on the asset’s relative carrying amounts. However, assets are not impaired below their then estimated fair values. Fair value is generally determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as well as year-over-year trends in pricing of our new equipment and overall evaluation of our industry and market, as considered necessary. The Company considers these indicators with certain of its own internal indices and metrics in determining fair value in light of the nascent state of the Company’s market and industry. The estimate of fair value represents our best estimates of these factors and is subject to variability. Changes to our key assumptions related to future performance and other economic and market factors could adversely affect our impairment evaluation. The Company has determined that the assets deployed for certain PPA arrangements, as well as certain assets related to the delivery of fuel to customers, are not recoverable based on the undiscounted estimated future cash flows of the asset group. However, the estimated fair value of the assets in these asset groups equal or exceed the carrying amount of the assets or otherwise limit the amount of impairment that would have been recognized. The Company has identified the primary source of the losses for certain PPA arrangements to be the maintenance components of the PPA arrangements and the impact of customer warrant non-cash provisions. As the PPA arrangements are considered to be executory contracts and there is no specific accounting guidance that permits loss recognition for these revenue contracts, the Company has not recognized a provision for the expected future losses under these revenue arrangements. The Company expects that it will recognize future losses for these arrangements as it continues its efforts to reduce costs of delivering the maintenance component of these arrangements. The Company has estimated total future revenues and costs for these types of arrangements based on existing contracts and leverage of the related assets. For the future estimates, the Company used service cost estimates for extended maintenance contracts and customer warrant provisions at rates consistent with experience to date. The terms for the underlying estimates vary but the average residual term on the existing contracts is 5 years. 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 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 service costs, the Company considers its current service cost level and applies significant |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions | |
Acquisitions | 3. Acquisitions Applied Cryo Technologies Acquisition On November 22, 2021, the Company acquired 100% of the outstanding shares of Applied Cryo Technologies, Inc. (“Applied Cryo”). Applied Cryo is a manufacturer of engineered equipment servicing multiple applications, including cryogenic trailers and mobile storage equipment for the oil and gas markets and equipment for the distribution of liquified hydrogen, oxygen, argon, nitrogen and other cryogenic gases. The fair value of consideration paid by the Company in connection with the Applied Cryo acquisition was as follows (in thousands): Cash $ 98,559 Plug Power Stock 46,697 Contingent consideration 14,000 Settlement of preexisting relationship 2,837 Total consideration $ 162,093 Included in the $98.6 million of cash consideration above, $10.0 million is consideration held by our paying agent in connection with this acquisition reported as restricted cash, with a corresponding accrued liability as of December 31, 2021 on the Company’s consolidated balance sheet. The contingent consideration represents the estimated fair value associated with earn-out payments of up to $30.0 million that the sellers are eligible to receive in the form of cash or shares of the Company’s Common Stock (at the Company’s election). Of the total earnout consideration, $15.0 million is related to the achievement of certain production targets during the period of January 1, 2022 through July 1, 2024, and $15.0 million is associated with the achievement of certain cost targets during the same period. The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Cash $ 1,180 Accounts receivable 4,123 Inventory 24,655 Prepaid expenses and other assets 1,506 Property, plant and equipment 4,515 Right of use asset 2,788 Identifiable intangible assets 70,484 Lease liability (2,672) Accounts payable, accrued expenses and other liabilities (8,206) Deferred tax liability (16,541) Deferred revenue (12,990) Total net assets acquired, excluding goodwill $ 68,842 Identifiable intangible assets consisted of developed technology, non-compete agreements, backlog, tradename, and customer relationships. The fair value of the developed technology totaling $26.3 million was calculated using the relief from royalty approach which is a variant of the income approach. The application of the relief from royalty approach involves estimating the value of an intangible asset by quantifying the present value of the stream of market derived royalty payments that the owner of the intangible asset is exempted or ‘relieved’ from paying. The fair value of the tradename totaling $13.7 million was calculated using the relief from royalty approach. The fair value of the acquired customer relationships totaling $ 26.6 million was calculated using the multi-period excess earnings method (“MPEEM”) approach which is a variant of the income approach. The basic principle of the MPEEM approach is that a single asset, in isolation, is not capable of generating cash flow for an enterprise. Several assets are brought together and exploited to generate cash flow. Therefore, to determine cash flow from the exploitation of customer relationships, one must deduct the related expenses incurred for the exploitation of other assets used for the generation of overall cash flow. The fair value of the customer relationships was estimated by discounting the net cash flow derived from the expected revenues attributable to the acquired customer relationships. The fair value of the non-compete agreements and backlog was $3.9 million. In addition to identifiable intangible assets, the fair value of acquired work in process and finished goods inventory was estimated based on the estimated selling price less costs to be incurred and a market participant profit rate. Included in the purchase consideration are four contingent earn-out payments (as described above): the first production earn-out, second production earn-out, the first cost earn-out, and the second cost earn-out. Due to the nature of the earn-outs, as outlined in the purchase agreement, a scenario based method (“SBM”) was used to value these contingent payments as the payments are milestone based in nature. These fair value measurements were based on unobservable inputs and are considered to be level 3 financial instruments. In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $14.0 million representing the fair value of contingent consideration payable. The fair value of this contingent to the consolidated statement of operations for the year ended December 31, 2021 . Included in Applied Cryo’s net assets acquired are net deferred tax liabilities of $16.5 million. In connection with the acquisition of these net deferred tax liabilities, the Company reduced its valuation allowance by $16.5 million and recognized a tax benefit $16.5 million during the year ended December 31, 2021. The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Applied Cryo acquisition was calculated as follows (in thousands): Consideration paid $ 162,093 Less: net assets acquired (68,842) Total goodwill recognized $ 93,251 Frames Holding B.V. Acquisition On December 9, 2021, the Company acquired 100% of the outstanding shares of Frames Holding B.V. (“Frames”). Frames, a leader in turnkey systems integration for the energy section, designs, builds, and delivers processing equipment, separation technologies, flow control and safeguarding systems, renewable energy and water solutions. The fair value of consideration paid by the Company in connection with the Frames acquisition was as follows (in thousands): Cash $ 94,541 Contingent consideration 29,057 Settlement of preexisting relationship 4,263 Total consideration $ 127,861 The contingent consideration represents the estimated fair value associated with earn-out payments of up to €30.0 million that the sellers are eligible to receive in the form of cash or shares of the Company’s Common Stock. The contingent consideration is related to the achievement of certain production targets during the four years following the closing date and is payable in two equal installments. The first target is achieved when the Company has shipped or has made ready for shipment 100MW of containerized electrolyzer systems, or non-containerized electrolyzer systems or arrays. The remaining targets are achieved when the Company has shipped or has made ready for shipment an additional 50MW of containerized electrolyzer systems, or non-containerized electrolyzer systems or arrays, with a maximum of additional 150MW. The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Cash $ 45,394 Accounts receivable 17,910 Inventory 34 Prepaid expenses and other assets 3,652 Property, plant and equipment 709 Right of use asset 1,937 Contract asset 9,960 Identifiable intangible assets 50,478 Lease liability (1,937) Contract liability (22,737) Accounts payable, accrued expenses and other liabilities (18,465) Deferred tax liability (4,105) Provision for loss contracts (2,636) Warranty provisions (7,566) Total net assets acquired, excluding goodwill $ 72,628 Identifiable intangible assets consisted of developed technology, non-compete agreements, backlog, tradename, and customer relationships. The fair value of the developed technology totaling $5.3 million was calculated using the relief from royalty approach which is a variant of the income approach. The fair value of the tradename totaling $11.6 million was calculated using the relief from royalty approach. The fair value of the acquired customer relationships totaling $27.2 million was calculated using the MPEEM approach which is a variant of the income approach. The fair value of the customer relationships was estimated by discounting the net cash flow derived from the expected revenues attributable to the acquired customer relationships. The fair value of the non-compete agreements totaling $4.9 million was calculated using the with and without income approach. The fair value of the backlog was $1.4 million. Included in the purchase consideration are four contingent earn-out payments (as described above). Due to the nature of the earn-outs, as outlined in the purchase agreement, a scenario based analysis using the probability of achieving the milestone expectations was used to determine the fair value of the contingent consideration. These fair value measurements were based on unobservable inputs and are considered to be level 3 financial instruments. In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $29.1 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was remeasured as of December 31, 2021, and the change was immaterial to the consolidated statement of operations for the year ended December 31, 2021. Included in Frames’ net assets acquired are net deferred tax liabilities of $4.1 million. The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Frames acquisition was calculated as follows (in thousands): Consideration paid $ 127,861 Less: net assets acquired (72,628) Total goodwill recognized $ 55,233 The above estimates are preliminary in nature and subject to adjustments. Any necessary adjustments will be finalized within one year from the date of acquisition. Substantially all the receivables acquired are expected to be collectible. We have not identified any material unrecorded pre-acquisition contingencies where the related asset or liability, or an impairment is probable and the amount can be reasonably estimated. Purchased goodwill is not expected to be deductible for tax purposes. Neither the Applied Cryo Technologies acquisition nor the Frames acquisition was material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments | |
Investments | 4. Investments 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. The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at December 31, 2021 are summarized as follows (in thousands): December 31, 2021 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 228,614 $ — (2,232) 226,382 — U.S. Treasuries 1,014,319 20 (456) 1,013,883 — Total $ 1,242,933 $ 20 $ (2,688) $ 1,240,265 $ — The aggregate fair value of available-for-sale securities in an unrealized loss position at December 31, 2021 was $969.0 million. No available-for-sale securities have been in a continuous unrealized loss position for greater than 12 months. The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at December 31, 2021 are summarized as follows (in thousands): December 31, 2021 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,247 $ — $ (574) $ 69,673 Exchange traded mutual funds 71,010 7,312 — 78,322 Total $ 141,257 $ 7,312 $ (574) $ 147,995 A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, as of December 31, is as follows (in thousands): December 31, 2021 Amortized Fair Maturity: Cost Value Within one year $ 670,584 $ 670,306 After one through five years 572,349 569,959 Total $ 1,242,933 $ 1,240,265 Accrued interest income was $3.7 million and zero at December 31, 2021 and December 31, 2020, respectively, and is included within the balance for prepaid expenses and other current assets in the consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 5. Fair value measurements 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. 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. There were no transfers between Level 1 Level 2 Level ended 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 investments in HyVia and AccionaPlug S.L. The following table summarizes the carrying amount and estimated fair value of the Company’s financial instruments at December 31, 2021 and 2020 As of December 31, 2021 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 115,241 $ 115,241 $ 115,241 $ — $ — Corporate bonds 226,382 226,382 — 226,382 — U.S. Treasuries 1,013,883 1,013,883 1,013,883 — — Equity securities 147,995 147,995 147,995 — — Swaps and forward contracts 70 70 70 — — Liabilities Contingent consideration 62,297 62,297 — — 62,297 Convertible senior notes 192,633 1,129,765 — 1,129,765 — Long-term debt 128,046 129,437 — — 129,437 Finance obligations 253,684 253,684 — — 253,684 Swaps and forward contracts 981 981 981 — — 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 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share | |
Earnings Per Share | 6. 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 following table provides the components of the calculations of basic and diluted earnings per share (in thousands, except share amounts): Year ended December 31, 2021 2020 2019 Numerator: Net loss attributable to common stockholders $ (459,965) $ (596,181) $ (85,555) Denominator: Weighted average number of common stock outstanding 558,182,177 354,790,106 237,152,780 The potentially dilutive securities are summarized as follows: At December 31, 2021 2020 2019 Stock options outstanding (1) 23,806,909 10,284,498 23,013,590 Restricted stock outstanding (2) 4,851,873 5,874,642 4,608,560 Common stock warrants (3) 80,017,181 104,753,740 110,573,392 Preferred stock (4) — — 2,998,527 Convertible Senior Notes (5) 39,170,766 42,256,610 59,133,896 Number of dilutive potential shares of common stock 147,846,729 163,169,490 200,327,965 (1) During the years ended December 31, 2021, 2020, and 2019, the Company granted 16,502,335, 3,509,549, and 3,221,892, stock options, respectively. (2) During the years ended December 31, 2021, 2020, and 2019, the Company granted 1,894,356, 3,227,149, and 3,201,892, shares of restricted stock, respectively. (3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 18, “Warrant Transaction Agreements.” The warrant was exercised with respect to 17,461,994 and 0 shares of the Company’s common stock as of December 31, 2021 and 2020, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 18, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 and 5,819,652 shares of the Company’s common stock as of December 31, 2021 and 2020, respectively. (4) The preferred stock amount represents the dilutive potential on the shares of common stock as a result of the conversion of the Series C Redeemable Convertible Preferred Stock (Series C Preferred Stock) and Series E Convertible Preferred Stock (Series E Preferred Stock), based on the conversion price of each preferred stock as of December 31, 2019, and 2018, respectively. Of the 10,431 shares of Series C Preferred Stock issued on May 16, 2013, all shares had been converted to common stock as of December 31, 2020. On November 1, 2018, the Company issued 35,000 shares of Series E Preferred Stock. As of December 31, 2019, 30,462 shares of the Series E Preferred Stock had been converted to common stock and 4,038 shares were redeemed for cash. All of the remaining Series E Preferred Stock were converted to either common stock or cash, in January 2020 . (5) 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 due 2023 (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 other conversions for the year ended December 31, 2021. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory | |
Inventory | 7. Inventory Inventory as of December 31, 2021 and 2020, consists of the following (in thousands): December 31, 2021 December 31, 2020 Raw materials and supplies - production locations $ 187,449 $ 92,221 Raw materials and supplies - customer locations 16,294 12,405 Work-in-process 58,341 29,349 Finished goods 7,079 5,411 Inventory $ 269,163 $ 139,386 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 8. Property, Plant and Equipment Property, plant and equipment at December 31, 2021 and 2020 consists of the following (in thousands): December 31, 2021 December 31, 2020 Land $ 1,165 $ 1,165 Construction in progress 169,415 15,590 Leasehold improvements 2,099 1,121 Software, machinery and equipment 112,068 78,859 Property, plant, and equipment $ 284,747 $ 96,735 Less: accumulated depreciation (29,124) (22,186) Property, plant, and equipment, net $ 255,623 $ 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. For the years ended December 31, 2021 and 2020, we capitalized $5.5 million and $0 of interest. Depreciation expense related to property, plant and equipment was $6.9 million, $4.8 million, and $3.6 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Equipment Related to Power Purc
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | 12 Months Ended |
Dec. 31, 2021 | |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | 9. 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 December 31, 2021 and 2020 consists of the following (in thousands): December 31, 2021 December 31, 2020 Equipment related to power purchase agreements and fuel delivered to customers $ 89,641 $ 92,736 Less: accumulated depreciation (16,739) (16,929) Equipment related to power purchase agreements and fuel delivered to customers, net $ 72,902 $ 75,807 As of December 31, 2021 and 2020, the Company had deployed assets at customer sites that had associated PPAs. These PPAs expire over the next one Depreciation expense is $7.4 million, $7.9 million and $6.3 million for the years ended December 31, 2021, 2020 and 2019, 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 $17.0 million of various costs for the year ended December 31, 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 consolidated statement of operations as cost of revenue – fuel delivered to customers. The Company also purchased certain fuel tanks that were previously under operating leases from the fuel provider during 2021 and included in equipment related to power purchase agreements and fuel delivered to customers. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 10. Intangible Assets and Goodwill The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2021 are as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 13 years $ 45,530 $ (5,392) $ 40,138 Customer relationship, backlog & trademark 12 years 90,497 (1,427) 89,070 In process research and development Indefinite 29,000 — 29,000 $ 165,027 $ (6,819) $ 158,208 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2020 are 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 relationship, 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 Company’s acquired intangible assets from December 31, 2020 to December 31, 2021 was primarily due to the acquisitions of Applied Cryo and Frames. In addition, the Company acquired $928 thousand of intangible asssets from an asset acquisition of Protium, as well as changes in foreign currency translation. The Company’s in-process research and development is related to the development of the dry build process associated with electrolyzer stacks, as part of acquisition of Giner ELX. The related intangible asset is not currently amortized, as research and development is ongoing. Upon completion of the dry build process, amortization will commence based upon the estimated useful life of the underlying asset. Company expects to begin using this technology in 2022 with an expected useful life of 5 years. The future amortization expense is included in the estimated amortization expense table below. In 2019, the Company acquired intellectual property from EnergyOr for $1.5 million. In addition, the Company agreed to pay the sellers a royalty based on future sales of relevant applications, not to exceed $3.0 million, by May 22, 2025. These royalties are added to the intangible asset balance, as incurred. To date, no royalties have been earned. As of December 31, 2020, as part of the agreement to acquire the intellectual property from AFC, the Company paid AFC milestone payments of $2.9 million. Amortization expense for acquired identifiable intangible assets for the years ended December 31, 2021, 2020 and 2019 was $2.5 million, $1.1 million and $0.7 million, respectively. Estimated amortization expense for subsequent years was as follows (in thousands): 2022 21,032 2023 17,072 2024 17,015 2025 22,029 2026 and thereafter 81,060 Total $ 158,208 Goodwill was $220.4 million and $72.4 million as of December 31, 2021 and 2020 respectively, which increased $148.5 million as a result of the Applied Cryo and Frames acquisitions, and decreased $0.5 million due to translation adjustments for Hypulsion and Frames goodwill. There were no impairments during the years ended December 31, 2021, 2020 and 2019. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses | |
Accrued Expenses | 11. Accrued Expenses Accrued expenses at December 31, 2021 and 2020 consist of (in thousands): 2021 2020 Accrued payroll and compensation related costs $ 22,005 $ 29,167 Accrued accounts payable 43,436 11,750 Accrued sales and other taxes 10,632 3,665 Accrued interest 429 649 Accrued other 2,735 852 Total $ 79,237 $ 46,083 |
Operating and Finance Lease Lia
Operating and Finance Lease Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Operating and Finance Lease Liabilities | |
Operating and Finance Lease Liabilities | 12. Operating and Finance Lease Liabilities As of December 31, 2021, the Company had operating leases, as lessee, primarily associated with sale/leaseback transactions that are partially secured by restricted cash, security deposits and pledged escrows (see also Note 1, “Nature of Operations”) as summarized below. These leases expire over the next one Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote. At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with the lessor to renew the lease at market rental rates. No residual value guarantees are contained in the leases. No financial covenants are contained within the lease, however there are customary operational covenants such as assurance the Company properly maintains the leased assets and carries appropriate insurance, etc. The leases include credit support in the form of either cash, collateral or letters of credit. See Note 22, “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 December 31, 2021. Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of December 31, 2021 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities 2022 $ 51,538 $ 6,402 $ 57,940 2023 51,288 6,306 57,594 2024 50,437 6,278 56,715 2025 46,733 9,177 55,910 2026 38,760 5,847 44,607 2027 and thereafter 37,342 773 38,115 Total future minimum payments 276,098 34,783 310,881 Less imputed interest (69,641) (5,454) (75,095) Total $ 206,457 $ 29,329 $ 235,786 Rental expense for all operating leases was $38.6 million, $22.3 million, and $14.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. The gross profit on sale/leaseback transactions for all operating leases was $99.8 million, $61.0 million, and $26.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Right of use assets obtained in exchange for new operating lease liabilities was $120.7 million, $58.5 million and $37.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. At December 31, 2021 and 2020, the right of use assets, net associated with operating leases was $212.5 million and $117.0 million respectively. At December 31, 2021 and 2020, the right of use assets associated with finance leases was $33.9 million and $5.7 million, respectively. The accumulated depreciation for these right of use assets was $1.5 million and $102 thousand at December 31, 2021 and 2020, respectively. At December 31, 2021 and 2020, security deposits associated with sale/leaseback transactions were $3.5 million and $5.8 million, respectively, and were included in other assets in the consolidated balance sheet. Other information related to the operating leases are presented in the following table: Year ended Year ended December 31, 2021 December 31, 2020 Cash payments (in thousands) $ 37,463 $ 22,626 Weighted average remaining lease term (years) 5.6 6.0 Weighted average discount rate 10.9% 11.7% Finance lease costs include amortization of the right of use assets (i.e., depreciation expense) and interest on lease liabilities (i.e., interest and other expense, net in the consolidated statement of operations), and were $2.1 million for the year ended December 31, 2021. Finance lease costs were immaterial for the year ended December 31, 2020 and 2019. Right of use assets obtained in exchange for new finance lease liabilities were $30.2 million and $4.1 million for the years ended December 31, 2021 and 2020, respectively. Other information related to the finance leases are presented in the following table: Year ended Year ended December 31, 2021 December 31, 2020 Cash payments (in thousands) $ 3,648 $ 471 Weighted average remaining lease term (years) 4.56 5.6 Weighted average discount rate 6.7% 8.2% The Company has outstanding obligations to Wells Fargo under several Master Lease Agreements totaling $123.5 million at December 31, 2021. These outstanding obligations are included in operating lease liabilities and finance obligations on the consolidated balance sheets. |
Finance Obligation
Finance Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Finance Obligation | |
Finance Obligation | 13. 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 December 31, 2021 was $236.6 million, $37.5 million and $199.1 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, $24.7 million and $132.9 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheet. The amount is amortized using the effective interest method. The fair value of this finance obligation approximated the carrying value as of both December 31, 2021 and 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 this obligation at December 31, 2021 was $17.0 million, $4.5 million and $12.5 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet. The outstanding balance of finance obligations related to sale/leaseback transactions 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 sheet. The fair value of this finance obligation approximated the carrying value as of both December 31, 2021 and December 31, 2020. Future minimum payments under finance obligations notes above as of December 31, 2021 were as follows (in thousands): Total Sale of Future Sale/leaseback Finance revenue - debt financings Obligations 2022 $ 62,080 $ 5,219 $ 67,299 2023 62,080 3,392 65,472 2024 62,080 9,148 71,228 2025 56,824 244 57,068 2026 40,100 244 40,344 2027 and thereafter 28,518 325 28,843 Total future minimum payments 311,682 18,572 330,254 Less imputed interest (74,991) (1,579) (76,570) Total $ 236,691 $ 16,993 $ 253,684 Other information related to the above finance obligations are presented in the following table: Year ended Year ended December 31, 2021 December 31, 2020 Cash payments (in thousands) $ 57,016 $ 44,245 Weighted average remaining term (years) 5.03 5.00 Weighted average discount rate 10.8% 11.3% |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-Term Debt | |
Long-Term Debt | 14. 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”). Additionally, during the year ended December 31, 2020, the Company, under another series of amendments to the Loan Agreement, borrowed an incremental $100 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 December 31, 2021, the outstanding balance under the Term Loan Facility was $118.9 million. In addition to the Term Loan Facility, on December 31, 2021 there was approximately $9.1 million of debt related to 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 will be funded in part by releases of restricted cash, as described in Note 22, “Commitments and Contingencies.” Based on the amortization schedule as of December 31, 2021, the aforementioned loan balance under the Term Loan Facility will be fully paid by October 31, 2025. The Company is in compliance with, or has obtained waivers for, all debt covenants. The Term Loan Facility is secured by substantially all of the Company’s and the guarantor subsidiaries’ assets, including, among other assets, all intellectual property, all securities in domestic subsidiaries and 65% of the securities in foreign subsidiaries, subject to certain exceptions and exclusions. The Loan Agreement provides that if there is an event of default due to the Company’s insolvency or if the Company fails to perform in any material respect the servicing requirements for fuel cell systems under certain customer agreements, which failure would entitle the customer to terminate such customer agreement, replace the Company or withhold the payment of any material amount to the Company under such customer agreement, then Generate Capital has the right to cause Proton Services Inc., a wholly owned subsidiary of the Company, to replace the Company in performing the maintenance services under such customer agreement. As of December 31, 2021 the Term Loan Facility requires the principal balance as of each of the following dates not to exceed the following (in thousands): December 31, 2022 105,904 December 31, 2023 72,955 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Senior Notes. | |
Convertible Senior Notes | 15. Convertible Senior Notes 3.75% Convertible Senior Notes On May 18, 2020, the Company issued $200.0 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025, which is referred to herein as the 3.75% Convertible Senior Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act. On May 29, 2020, the Company issued an additional $12.5 million in aggregate principal amount of 3.75% Convertible Senior Notes. 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, 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 year ended December 31, 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 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): December 31, 2021 Principal amounts: Principal $ 197,278 Unamortized debt issuance costs (1) (4,645) Net carrying amount $ 192,633 1) Included in the 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): December 31, 2021 Interest expense $ 7,446 Amortization of debt issuance costs 1,670 Total 9,116 Effective interest rate 4.50% Based on the closing price of the Company’s common stock of $28.23 on December 31, 2021, the if-converted value of the notes was greater than the principal amount. The estimated fair value of the note at December 31, 2021 was approximately $1.1 billion. Fair value estimation was primarily based on a stock exchange, active trade on January 3, 2022 of the 3.75% Senior Convertible Note. The Company considers this a Level 2 fair value measurement. Refer to Note 5, “Fair value measurements.” 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 has been recorded as a reduction to additional paid-in capital in the consolidated balance sheet. 7.5% Convertible Senior Note In September 2019, the Company issued $40.0 million aggregate principal amount of 7.5% Convertible Senior Note due on January 5, 2023, which is referred to herein as the 7.5% Convertible Senior Note, in exchange for net proceeds of $39.1 million, in a private placement to an accredited investor pursuant to Rule 144A under the Securities Act. There were no required principal payments prior to the maturity of the 7.5% Convertible Senior Note. Upon maturity of the 7.5% Convertible Senior Note, the Company was required to repay 120% of $40.0 million, or $48.0 million. The 7.5% Convertible Senior Note bore interest at 7.5% per year, payable quarterly in arrears on January 5, April 5, July 5 and October 5 of each year beginning on October 5, 2019 and was to mature on January 5, 2023 unless earlier converted or repurchased in accordance with its terms. The 7.5% Convertible Senior Note was unsecured and did not contain any financial covenants or any restrictions on the payment of dividends, or the issuance or repurchase of common stock by the Company. On July 1, 2020, the 7.5% Convertible Senior Note automatically converted into 16.0 million shares of common stock. 5.5% Convertible Senior Notes In March 2018, the Company issued $100.0 million in aggregate principal amount of 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 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 consolidated balance sheets. Senior Notes and is generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 5.5% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 5.5% Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the 5.5% Notes Capped Call is initially $3.82 per share, which represents a premium of 100% over the last then-reported sale price of the Company’s common stock of $1.91 per share on the date of the transaction and is subject to certain adjustments under the terms of the 5.5% Notes Capped Call. The 5.5% Notes Capped Call becomes exercisable if the conversion option is exercised. The net cost incurred in connection with the 5.5% Notes Capped Call has been recorded as a reduction to additional paid-in capital in the consolidated balance sheets. In conjunction with the partial repurchase of the 5.5% Convertible Senior Notes, the Company terminated 100% of the 5.5% Notes Capped Call on June 5, 2020. As a result of the termination, the Company received $24.2 million which was recorded in additional paid-in capital. Common Stock Forward In connection with the issuance of the 5.5% Convertible Senior Notes, the Company also entered into a forward stock purchase transaction (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 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 year ended December 31, 2021, 8.1 million shares were settled and received by the Company. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | 16. Stockholders’ Equity Preferred Stock The Company has authorized 5.0 million shares of preferred stock, par value $0.01 per share. The Company’s certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Company has authorized Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per Common Stock and Warrants The Company has one class of common stock, par value $.01 per share. Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders. In February 2021, the Company completed the previously announced sale of its common stock in connection with a strategic partnership with SK Holdings to accelerate the use of hydrogen as an alternative energy source in Asian markets. The Company sold 54,966,188 shares of its common stock to a subsidiary of SK Holdings at a purchase price of $29.2893 per share, or an aggregate purchase price of approximately $1.6 billion. In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $2.0 billion. In November 2020, the Company issued and sold in a registered direct 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 direct 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. In December 2019, the Company issued and sold in a registered public offering an aggregate of 46 million shares of its common stock at a purchase price of $2.75 per share for net proceeds of approximately $120.4 million. In March 2019, the Company issued and sold in a registered direct offering an aggregate of 10 million shares of its common stock at a purchase price of $2.35 per share. The net proceeds to the Company were approximately $23.5 million. There were 577,654,900 and 458,051,401 shares of common stock outstanding as of December 31, 2021 and December 31, 2020, respectively. During 2017, warrants to purchase up to 110,573,392 shares of common stock were issued in connection with transaction agreements with Amazon and Walmart, as discussed in Note 18, “Warrant Transaction Agreements.” At December 31, 2021 and December 31, 2020, 75,655,478 and 68,380,913 of the warrant shares had vested, respectively, and are therefore exercisable. These warrants are measured at fair value at the time of grant or modification and are classified as equity instruments on the 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. Prior to December 31, 2019, the Company entered into a previous At Market Issuance Sales Agreement with B. Riley, which was terminated in the fourth quarter of 2019. Under this At Market Issuance Sales Agreement, for the year ended December 31, 2019, the Company issued 6.3 million shares of common stock, resulting in net proceeds of $14.5 million. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Convertible Preferred Stock | |
Redeemable Convertible Preferred Stock | 17. Redeemable Convertible Preferred Stock Series E Preferred Stock In November 2018, the Company issued an aggregate of 35,000 shares of the Company’s Series E Preferred Stock in a private placement to certain accredited investors in reliance on Section 4(a)(2) of the Securities Act. The Company received net proceeds of approximately $30.9 million, after deducting placement agent fees and expenses payable by the Company. The Company is required to redeem the Series E Preferred Stock in thirteen monthly installments in the amount of $2.7 million each from May 2019 through May 2020. The Company had no shares of Series E Preferred Stock outstanding at December 31, 2021 and 2020, as the Series E Preferred Stock was fully converted by early 2020. During 2019, certain conversions of the Series E preferred stock resulted in a deemed dividend of approximately $1.8 million that is reflected on the Company’s consolidated statement of operations as Preferred stock dividends declared, deemed dividends and accretion of discount. Series C Preferred Stock There were no shares of Series C Preferred Stock that were outstanding at December 31, 2021 or 2020. In April 2020, 870 shares of Series C Preferred Stock were converted to 923,819 shares of common stock. In May 2020, the remaining the 1,750 shares of Series C Preferred Stock were converted into 1,858,256 shares of common stock. |
Warrant Transaction Agreements
Warrant Transaction Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Transaction Agreements | |
Warrant Transaction Agreements | 18. 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 was 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 $497 thousand, $9.0 million and $4.1 million were associated with the second tranche of Amazon Warrant Shares were recorded in 2021, 2020, and 2019, 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. The warrant was exercised with respect to 17,461,994 and 0 shares of the Company’s common stock as of December 31, 2021 and 2020, respectively. At both December 31, 2021 and December 31, 2020, 55,286,696 of the Amazon Warrant Shares had vested. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the years ended December 31, 2021, 2020, and 2019 was $0.5 million, $420.0 million and $4.1 million, respectively. The exercise price for the first and second tranches of Amazon Warrant Shares is $1.1893 per share. The exercise price of the third tranche of Amazon Warrant Shares is $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. All Amazon Warrant Shares were fully vested as of December 31, 2020. 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. The warrant had been exercised with respect to 13,094,217 and 5,819,652 shares of the Company’s common stock as of December 31, 2021 and 2020, respectively. At December 31, 2021 and December 31, 2020, 20,368,782 and 13,094,217 of the Walmart Warrant Shares had vested, respectively. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the years ended December 31, 2021, 2020, and 2019 $6.1 million, $5.0 million, and $2.4 million, respectively. Fair value of the Walmart Warrant 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. Except for the third tranche, all existing unvested Walmart Warrant Shares are measured using a measurement date of January 1, 2019, the adoption date, in accordance with ASU 2019-08. The Company used the following assumptions for its Walmart Warrant: January 1, 2019 Risk-free interest rate 2.63% Volatility 95.00% Expected average term 8.55 Exercise price $2.12 Stock price $1.24 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Revenue | 19. Revenue Disaggregation of revenue The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Year ended December 31, 2021 2020 2019 Sales of fuel cell systems $ 225,229 $ (55,091) $ 130,757 Sale of hydrogen infrastructure 135,055 (43,391) 19,163 Sale of electrolyzers 16,667 4,187 — Sales of oil and gas equipment 7,571 — — Services performed on fuel cell systems and related infrastructure 26,706 (9,801) 25,217 Power Purchase Agreements 35,153 26,620 25,553 Fuel delivered to customers 46,917 (16,072) 29,099 Sale of cryogenic equipment 8,255 — — Other 789 311 186 Net revenue $ 502,342 $ (93,237) $ 229,975 Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): 2021 2020 Accounts receivable $ 92,675 $ 43,041 Contract assets 38,757 18,189 Contract liabilities 183,090 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 in contract assets on the consolidated balance sheet. The contract liabilities relate to the advance consideration received from customers for services that will be recognized over time (primarily fuel cell and related infrastructure services). Contract liabilities also include advance consideration received from customers prior to delivery of products. These amounts are included within deferred revenue and other contract liabilities on the consolidated balance sheet. Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands): Contract assets Year ended December 31, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (14,638) Contract assets assumed as part of acquisitions 9,960 Revenue recognized and not billed as of the end of the period 25,246 Net change in contract assets $ 20,568 Contract liabilities Year ended December 31, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 182,052 Contract liabilities assumed as part of acquisitions 35,727 Revenue recognized that was included in the contract liability balance as of the beginning of the period (110,974) Net change in contract liabilities $ 106,805 Estimated future revenue The following table includes estimated revenue included in the backlog expected to be recognized in the future ( sales sales services five Estimated future revenue December 31, 2021 Sales of fuel cell systems $ 23,142 Sale of hydrogen installations and other infrastructure 36,243 Sale of electrolyzers 49,158 Sales of oil and gas equipment 91,586 Services performed on fuel cell systems and related infrastructure 102,362 Power Purchase Agreements 249,063 Fuel delivered to customers 61,602 Sale of cryogenic equipment 46,513 Other rental income 22,749 Total estimated future revenue $ 682,418 Contract costs Contract costs consists of capitalized commission fees and other expenses related to obtaining or fulfilling a contract. Capitalized contract costs at December 31, 2021 and 2020 were $428 thousand and $1.5 million, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 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. 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. The Company recorded expenses of approximately $72.4 million, $14.4 million and $8.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, in connection with the 2011 and 2021 Plans. Option Awards The Company issues options that become exerciseable based on time and/or market conditions, and are classified as equity awards. Service Stock Options Awards To date, Service Stock Option Awards (“Service Stock Options”) granted under the 2011 and 2021 Plans have vesting provisions ranging from one 2021 2020 2019 Expected term of options (years) 3 - 5 6 6 Risk free interest rate 0.61% - 1.23% 0.37% - 1.37% 1.52% - 2.53% Volatility 72.46% - 76.60% 64.19% - 68.18% 69.32% - 87.94% There was no expected dividend yield for the Service Stock Options granted. 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 is derived from the Company’s actual historic stock prices over the expected term, which represents the Company’s best estimate of expected volatility. Prior to this, the Company 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 had historically occurred. The following table reflects the Service Stock Option activity for the year ended December 31, 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 1,942,335 32.52 Exercised (2,331,656) 3.23 Forfeited (104,168) 10.63 Expired (4,100) 6.10 Options outstanding at December 31, 2021 9,786,909 $ 11.65 7.7 $ 172,412 Options exercisable at December 31, 2021 4,724,624 $ 4.37 6.5 $ 112,715 Options unvested at December 31, 2021 5,062,285 $ 18.44 8.8 $ 59,697 The weighted average grant-date fair value of the Service Stock Options granted during for the years ended December 31, 2021, 2020 and 2019 was $19.80, $7.22 and $1.67, respectively. The total intrinsic fair value of Service Stock Options exercised during the years ended December 31, 2021, 2020, and 2019, was approximately $115.5 million, $145.0 million, and $2.0 million. The fair value of Service Stock Options vested during the years ended December 31, 2021, 2020, and 2019 were $11.0 million, $5.9 million, and $6.1 million. Compensation cost associated with Service Stock Options represented approximately $17.4 million, $41.5 million, and $8.4 million of the total share-based payment expense recorded for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 and 2020, there was approximately $46.2 million and $41.5 million of unrecognized compensation cost related to Service Stock Options to be recognized over a weighted average remaining period of 1.49 years. Performance Stock Option Awards In September 2021, the Compensation Committee approved the grant of Performance Stock Option Awards (“Performance Stock Options”) to the Company’s Chief Executive Officer and certain other executive officers. These Performance Stock Options are subject to both market 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 exercisable 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: December 31, 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 expected term was determined based on term features within the grants that decreases the overall grant pool if options are exercised early ( 0 The following table reflects the Performance Stock Option activity for the year ended December 31, 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 Options outstanding at December 31, 2020 — $ — — $ — Granted 14,560,000 26.92 — — Exercised — — — — Forfeited (540,000) 26.92 — — Expired — — — — Options outstanding at December 31, 2021 14,020,000 $ 26.92 6.7 $ 18,366 Options exercisable at December 31, 2021 — — — — Options unvested at December 31, 2021 14,020,000 $ 26.92 6.7 $ 18,366 The weighted average grant-date fair value of performance stock options granted during the year ended December 31, 2021 was $12.70. There were no Performance Stock Options exercised during the year ended December 31, 2021. Compensation cost associated with performance stock options represented approximately $27.8 million of the total share-based payment expense recorded for the year ended December 31, 2021. As of December 31, 2021, there was approximately $150.2 million of unrecognized compensation cost related to Performance Stock Options to be recognized over a weighted average remaining period of 2.73 years. Restricted Stock Awards Restricted stock awards generally vest in equal installments over a period of one restricted stock awards of approximately $27.2 million, $7.6 million, and $2.8 million, for the years ended December 31, 2021, 2020 and 2019, respectively. Additionally, for the years ended December 31, 2021, 2020 and 2019, there was $74.5 million, $41.5 million, and $8.4 million, respectively, of unrecognized compensation cost related to restricted stock awards to be recognized over a weighted average remaining period of 2.3 years. A summary of restricted stock activity for the year ended December 31, 2021 is as follows (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted stock at December 31, 2020 5,874,642 $ 7.88 $ — Granted 1,894,356 32.35 — Vested (2,807,124) 6.19 — Forfeited (110,001) 11.23 — Unvested restricted stock at December 31, 2021 4,851,873 $ 21.59 $ 136,968 The weighted average grant-date fair value of the restricted stock units granted during the years ended December 31, 2021, 2020 and 2019, was $32.35, $12.61, and $2.30, respectively. The total fair value of restricted stock units vested for the years ended December 31, 2021, 2020, and 2019 were $76.0 million, $23.3 million, and $2.0 million, respectively. 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 90,580 shares of common stock, 403,474 shares of common stock and 841,539 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the years ended December 31, 2021, 2020, and 2019, respectively. The Company’s expense for this plan was approximately $4.3 million, $2.6 million, and $1.9 million for the years ended December 31, 2021, 2020 and 2019, 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 12,258, 36,175, and 114,285 shares of common stock to non-employee directors as compensation for the years ended December 31, 2021, 2020 and 2019, 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 $372 thousand, $228 thousand and $243 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 21. Income Taxes The components of loss before income taxes and the income tax benefit for the years ended December 31, 2021, 2020, and 2019, by jurisdiction, are as follows (in thousands): 2021 2020 2019 U.S. Foreign Total U.S. Foreign Total U.S. Foreign Total Loss before income taxes $ (466,825) $ (9,337) $ (476,162) $ (624,302) $ (2,698) $ (627,000) $ (82,188) $ (1,555) $ (83,743) Income tax benefit 16,540 (343) 16,197 30,845 — 30,845 — — — Net loss attributable to the Company $ (450,285) $ (9,680) $ (459,965) $ (593,457) $ (2,698) $ (596,155) $ (82,188) $ (1,555) $ (83,743) The significant components of deferred income tax expense (benefit) for the years ended December 31, 2021, 2020, and 2019, by jurisdiction, are as follows (in thousands): 2021 2020 2019 U.S. Foreign Total U.S. Foreign Total U.S. Foreign Total Deferred tax (benefit) expense $ (51,999) $ 1,064 $ (50,935) $ (31,408) $ (67) $ (31,475) $ (10,621) $ (426) $ (11,047) Net operating loss carryforward generated (105,498) (2,038) (107,536) (51,849) (438) (52,287) (5,099) (270) (5,369) Valuation allowance increase (decrease) 140,957 1,317 142,274 52,412 505 52,917 15,720 696 16,416 Benefit for income taxes $ (16,540) $ 343 $ (16,197) $ (30,845) $ — $ (30,845) $ — $ — $ — The Company’s effective income tax rate differed from the federal statutory rate as follows: 2021 2020 2019 U.S. Federal statutory tax rate (21.00) % (21.00) % (21.00) % Deferred state taxes (0.60) % (2.30) % 1.36 % Common stock warrant liability (6.00) % 13.40 % 0.0 % Section 162M Disallowance 1.10 % 0.0 % 0.0 % Equity Compensation (4.30) % 0.0 % 0.0 % Provision to return and deferred tax asset adjustments (1.30) % 0.0 % 0.0 % Change in U.S. Federal/Foreign statutory tax rate 0.30 % 0.0 % 0.0 % Other, net (1.50) % (3.50) % (0.48) % Change in valuation allowance 29.90 % 8.40 % 20.14 % (3.4) % (5.0) % 0.0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of certain assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): U.S. Foreign Total 2021 2020 2021 2020 2021 2020 Intangible assets $ — $ — $ — $ 1,197 $ — $ 1,197 Deferred revenue 24,514 16,082 146 192 24,660 16,274 Interest expense 29,095 21,183 — — 29,095 21,183 Other reserves and accruals 23,398 5,087 7,332 — 30,730 5,087 Tax credit carryforwards 8,960 4,360 1,289 1,253 10,249 5,613 Amortization of stock-based compensation 13,904 3,900 — — 13,904 3,900 Non-compensatory warrants 4,115 5,020 — — 4,115 5,020 Capitalized research & development expenditures 37,912 30,870 4,613 4,483 42,525 35,353 Right of use liability (operating leases) 6,118 27,715 485 — 6,603 27,715 Net operating loss carryforwards 205,760 110,978 12,052 10,014 217,812 120,992 Total deferred tax asset 353,776 225,195 25,917 17,139 379,693 242,334 Valuation allowance (295,424) (154,467) (18,444) (17,127) (313,868) (171,594) Net deferred tax assets $ 58,352 $ 70,728 $ 7,473 $ 12 65,825 $ 70,740 Intangible assets (23,244) (7,360) (11,098) — (34,342) (7,360) Convertible debt (27,346) (27,420) — — (27,346) (27,420) Right of use asset (operating leases) (247) (27,684) (485) — (732) (27,684) Other reserves and accruals — — — (12) — (12) Property, plant and equipment and right of use assets (8,489) (9,191) — — (8,489) (9,191) Deferred tax liability $ (59,326) $ (71,655) $ (11,583) $ (12) $ (70,909) $ (71,667) Net $ (974) $ (927) $ (4,110) $ — $ (5,084) $ (927) The Company has recorded a valuation allowance, as a result of uncertainties related to the realization of its net deferred tax asset, at December 31, 2021 and 2020 of approximately $313.9 million and $171.6 million, respectively. A reconciliation of the current year change in valuation allowance is as follows (in thousands): U.S. Foreign Total Increase in valuation allowance for current year increase in net operating losses $ 105,544 $ 2,996 $ 108,540 Increase in valuation allowance for current year net increase in deferred tax assets other than net operating losses 49,974 686 50,660 Increase in valuation allowance due to change in tax rates (14,561) (2,365) (16,926) Net increase in valuation allowance $ 140,957 $ 1,317 $ 142,274 With the exception of the Company’s Netherlands subsidiary, all deferred tax assets are offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforwards and other deferred tax assets will not be realized. Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the use of loss carryforwards may be limited if a change in ownership of a company occurs. If it is determined that due to transactions involving the Company’s shares owned by its 5 percent or greater stockholders a change of ownership has occurred under the provisions of Section 382 of the Code, the Company's federal and state NOL carryforwards could be subject to significant Section 382 limitations. Approximately $9.0 million of research credit carryforwards generated after the most recent IRC Section 382 ownership change are included in the Company's deferred tax assets. Due to limitations under IRC Section 382, research credit carryforwards existing prior to the most recent IRC Section 382 ownership change will not be used and are not reflected in the Company's gross deferred tax asset at December 31, 2021. The remaining credit carryforwards will expire during the periods 2033 through 2041. At December 31, 2021, the Company has unused Canadian net operating loss carryforwards of approximately $10.9 million. The net operating loss carryforwards if unused will expire at various dates from 2026 through 2034. At December 31, 2021, the Company has Scientific Research and Experimental Development (“SR&ED”) expenditures of $17.7 million available to offset future taxable income. These SR&ED expenditures have no expiry date. At December 31, 2021, the Company has Canadian ITC credit carryforwards of $1.3 million available to offset future income tax. These credit carryforwards if unused will expire at various dates from 2022 through 2028. At December 31, 2021, the Company has unused French net operating loss carryforwards of approximately $29.6 million. The net operating loss may carryforward indefinitely or until the Company changes its activity. At December 31, 2021, the Company has unused Netherlands net operating loss carryforwards of approximately $2.9 million, which can be carried forward 6 years to offset taxable income. As of December 31, 2021, the Company has no un-repatriated foreign earnings or unrecognized tax benefits. range from 2018 and forward. Open tax years in the foreign jurisdictions range from 2011 and forward. However, upon examination in subsequent years, if net operating losses carryforwards and tax credit carryforwards are utilized, the US and foreign jurisdictions can reduce net operating loss carryforwards and tax credit carryforwards utilized in the year being examined if they do not agree with the carryforward amount. As of December 31, 2021, the Company was not under audit in the U.S. or non-U.S. taxing jurisdictions. The Company recognized an income tax benefit for the year ended December 31, 2021, of $16.5 million as a result of the acquisition of Applied Cryo and related deferred tax liabilities recorded in acquisition accounting under ASC 805. The increase in deferred tax liabilities recorded to goodwill resulted in an offsetting release of valuation allowance against U.S. deferred tax assets, which is recognized as a component of income tax expense. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets, which remain fully reserved, with the exception of $17.7 million of DTAs recorded in the Netherlands, which do not require a reserve as the Netherlands entity has approximately $21.8 million of DTLs that provide a sufficient source of income to support realization of its DTAs. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 22. Commitments and Contingencies Restricted Cash In connection with certain of the above noted sale/leaseback agreements, cash of $275.1 million and $169.0 million, respectively, was required to be restricted as security as of December 31, 2021 and 2020, which will be released over the lease term. As of December 31, 2021 and 2020, the Company also had certain letters of credit backed by security deposits totaling $286.0 million and $152.4 million, respectively, that are security for the above noted sale/leaseback agreements. As of December 31, 2021 and 2020, the Company had $67.7 million and $0 held in escrow related to the construction of certain hydrogen plants. The Company also had $10.0 million of consideration held by our paying agent in connection with the Applied Cryo acquisition reported as restricted cash as of December 31, 2021, with a corresponding accrued liability on the Company’s consolidated balance sheet. The Company also had letters of credit in the aggregate amount of $0 and $0.5 million, respectively, at December 31, 2021 and 2020 associated with a finance obligation from the sale/leaseback of its building. We consider cash collateralizing this letter of credit as restricted cash. Litigation Legal matters are defended and handled in the ordinary course of business. 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 Concentrations of credit risk with respect to receivables exist due to the limited number of select customers with whom the Company has initial commercial sales arrangements. To mitigate credit risk, the Company performs appropriate evaluation of a prospective customer’s financial condition. At December 31, 2021, one customer comprised approximately 46.6% of the total accounts receivable balance. At December 31, 2020, two customers comprised approximately 62.6% of the total accounts receivable balance. For the year ended December 31, 2021, three customers accounted for 75.7% of total consolidated revenues. On December 31, 2020, the Company waived the remaining vesting conditions under the Amazon Warrant, which resulted in a reduction in revenue of $399.7 million, which resulted in negative consolidated revenue of $93.2 million for the year ended December 31, 2020. See Note 18, “Warrant Transaction Agreements,” to the consolidated financial statements for further information. Total revenue in 2020 for this customer was negative $310.1 million. For the year ended December 31, 2020, this customer accounted for (332.4)% of our total consolidated revenues which included a provision for warrant charge of $420.0 million, which was recorded as a reduction of revenue. Additionally, 156.2% of our total consolidated revenues were associated primarily with two other customers. For the year ended December 31, 2019, 49.7% of total consolidated revenues were associated primarily with two customers. |
Segment and Geographic Area Rep
Segment and Geographic Area Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment and Geographic Area Reporting | |
Segment and Geographic Area Reporting | 23. Segment and Geographic Area Reporting Our organization is managed from a sales perspective on the basis of “go-to-market” sales channels, emphasizing shared learning across end user applications and common supplier/vendor relationships. These sales channels are structured to serve a range of customers for our products and services. As a result of this structure, we concluded that we have one operating and reportable Revenues Long-Lived Assets Year Ended December 31, As of December 31, 2021 2020 2019 2021 2020 North America $ 476,245 $ (100,522) $ 228,257 $ 570,778 $ 273,096 Other 26,097 7,285 1,718 2,778 — Total $ 502,342 $ (93,237) $ 229,975 $ 573,556 $ 273,096 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 24. Subsequent Events On January 14, 2022, Company and its wholly-owned subsidiary Plug Power Hydrogen Holdings, Inc. simultaneously entered into a definitive agreement and closed on the acquisition of Joule Processing LLC (“Joule”) for a purchase price of approximately $160 million, of which $130 million will be based on future earnouts over the next four years. Joule is an engineered modular equipment, process design and procurement company founded in 2009 with a strong track record among the largest midstream, EPC and oil & gas companies. On January 30, 2022, Plug Power Inc. entered into a binding term sheet to create a joint venture with Fortescue Future Industries Pty Ltd. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The 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 and Acciona and 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 and Acciona. |
Leases | Leases Leases The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective interest method. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term and (3) the lease payments. ● ASC Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality, were applied in the determination of the incremental borrowing rate. ● The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. ● Lease payments included in the measurement of the lease liability comprise fixed payments, and for certain finance leases, the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain at lease commencement to exercise the option. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the right of use asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the right of use asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the right of use asset is amortized over the useful life of the underlying asset. Amortization of the right of use asset is recognized and presented separately from interest expense on the lease liability. The Company’s leases do not contain variable lease payments. Right of use assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right of use asset. Operating and finance lease right of use assets are presented separately on the Company’s consolidated balance sheets. The current portions of operating and finance lease liabilities are also presented separately within current liabilities and the long-term portions are presented separately within noncurrent liabilities on the consolidated balance sheets. The Company has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. |
Revenue Recognition | Revenue Recognition The Company enters into contracts that may contain one or a combination of fuel cell systems and infrastructure, installation, maintenance, spare parts, fuel delivery and other support services. Contracts containing fuel cell systems and related infrastructure may be sold directly to customers or provided to customers under a PPA. The Company also enters into contracts that contain electrolyzer stacks, systems, maintenance and other support services. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company accrues for anticipated standard warranty costs at the same time that revenue is recognized for the related product, or when circumstances indicate that warranty costs will be incurred, as applicable. Any prepaid amounts would only be refunded to the extent services have not been provided or the fuel cell systems or infrastructure have not been delivered . Revenue is measured based on the transaction price specified in a contract with a customer, subject to the allocation of the transaction price to distinct performance obligations as discussed below. The Company recognizes revenue when it satisfies a performance obligation by transferring a product or service to a customer. Promises to the customer are separated into performance obligations, and are accounted for separately if they are (1) capable of being distinct and (2) distinct in the context of the contract. The Company considers a performance obligation to be distinct if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer and the Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. The Company allocates revenue to each distinct performance obligation based on relative standalone selling prices. Payment terms for sales of fuel cells, infrastructure and service to customers are typically 30 to 90 days from shipment of the goods. Payment terms on electrolyzer systems are typically based on achievement of milestones over the term of the contract with the customer. Sale/leaseback transactions with financial institutions are invoiced and collected upon transaction closing. Service is prepaid upfront in a majority of the arrangements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year. In 2017, in separate transactions, the Company issued to each of Amazon.com NV Investment Holdings LLC and Walmart warrants to purchase shares of the Company’s common stock. The Company presents the provision for common stock warrants within each revenue-related line item on the consolidated statements of operations. This presentation reflects a discount that those common stock warrants represent, and therefore revenue is net of these non-cash charges. The provision of common stock warrants is allocated to the relevant revenue-related line items based upon the expected mix of the revenue for each respective contract. See Note 18, “Warrant Transaction Agreements,’ for more details. Nature of goods and services The following is a description of principal activities from which the Company generates its revenue. (i) Sales of Fuel Cell Systems, Related Infrastructure and Equipment Revenue from sales of fuel cell systems, related infrastructure and equipment represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure. The Company uses a variety of information sources in determining standalone selling prices for fuel cells systems and related infrastructure. For GenDrive fuel cells, given the nascent nature of the Company’s market, the Company considers several inputs, including prices from a limited number of standalone sales as well as the Company’s negotiations with customers. The Company also considers its costs to produce fuel cells as well as comparable list prices in estimating standalone selling prices. The Company uses applicable observable evidence from similar products in the market to determine standalone selling prices for GenSure stationary backup power units and hydrogen fueling infrastructure. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. The allocated transaction price related to fuel cell systems and spare parts is recognized as revenue at a point in time which usually occurs upon delivery (and occasionally at shipment). Revenue on hydrogen infrastructure installations is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon customer acceptance of the hydrogen infrastructure. In certain instances, control of hydrogen infrastructure installations transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. The Company uses an input method to determine the amount of revenue to recognize during each reporting period when such revenue is recognized over time, based on the costs incurred to satisfy the performance obligation. (ii) Sales of Electrolyzer Systems and Solutions Revenue from sales of electrolyzer systems and solutions represents sales of electrolyzer stacks and systems used to generate hydrogen for various applications including mobility, ammonia production, methanol production, power to gas and other uses. The Company uses a variety of information sources in determining standalone selling prices for electrolyzer systems solutions. Electrolyzer stacks are typically sold on a standalone basis and the standalone selling price is the contractual price with the customer. Electrolyzer systems are sold either on a standalone basis or with an extended service agreement and other equipment. The Company uses an adjusted market assessment approach to determine the standalone selling price of electrolyzer systems. This includes considering both standalone selling prices of the systems by the Company and available information on competitor pricing on similar products. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. Revenue on electrolyzer systems and stacks is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon title transfer at shipment or delivery to the customer location. In certain instances, control of electrolyzer systems transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. (iii) Services performed on fuel cell systems and related infrastructure Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. The Company uses an adjusted market assessment approach to determine standalone selling prices for services. This approach considers market conditions and constraints, the Company’s market share, pricing strategies and objectives while maximizing the use of available observable inputs obtained from a limited number of historical standalone service renewal prices and negotiations with customers. The transaction price allocated to services as discussed above is generally recognized as revenue over time on a straight-line basis over the expected service period, as customers simultaneously receive and consume the benefits of routine, recurring maintenance performed throughout the contract period. In substantially all of its commercial transactions, the Company sells extended maintenance contracts that generally provide for a five Extended maintenance contracts generally do not contain customer renewal options. Upon expiration, customers may either negotiate a contract extension or switch to purchasing spare parts and maintaining the fuel cell systems on their own. (iv) Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution. Revenue associated with these agreements is recognized on a straight-line basis over the life of the agreements as the customers receive the benefits from the Company’s performance of the services. The customers receive services ratably over the contract term. In conjunction with entering into a PPA with a customer, the Company may enter into transactions with third-party financial institutions in which it receives proceeds from the sale/leaseback transactions of the equipment and the sale of future service revenue. The proceeds from the financial institution are allocated between the sale of equipment and the sale of future service revenue based on the relative standalone selling prices of equipment and service. The proceeds allocated to the sale of future services are recognized as finance obligations. The proceeds allocated to the sale of the equipment are evaluated to determine if the transaction meets the criteria for sale/leaseback accounting. To meet the sale/leaseback criteria, control of the equipment must transfer to the financial institution, which requires among other criteria the leaseback to meet the criteria for an operating lease and the Company must not have a right to repurchase the equipment (unless specific criteria are met). These transactions typically meet the criteria for sale/leaseback accounting and accordingly, the Company recognizes revenue on the sale of the equipment, and separately recognizes the leaseback obligations. The Company recognizes a lease liability for the equipment leaseback obligation based on the present value of the future payments to the financial institutions that are attributed to the equipment leaseback. The discount rate used to determine the lease liability is the Company’s incremental borrowing rate, which is based on an analysis of the interest rates on the Company’s secured borrowings. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality, were applied in the determination of the incremental borrowing rate. The Company also records a right of use asset which is amortized over the term of the leaseback. Rental expense is recognized on a straight-line basis over the life of the leaseback and is included as a cost of PPA revenue on the consolidated statements of operations. Certain of the Company’s transactions with financial institutions do not meet the criteria for sale/leaseback accounting and accordingly, no equipment sale is recognized. All proceeds from these transactions are accounted for as finance obligations. The right of use assets related to these transactions are classified as equipment related to the PPAs and fuel delivered to the customers, net in the consolidated balance sheets. Costs to service the property, depreciation of the assets related to PPAs and fuel delivered to the customers, and other related costs are included in cost of PPA revenue in the consolidated statements of operations. The Company uses its transaction-date incremental borrowing rate as the interest rate for its finance obligations that arise from these transactions. No additional adjustments to the incremental borrowing rate have been deemed necessary for the finance obligations that have resulted from the failed sale/leaseback transactions. In determining whether the sales of fuel cells and other equipment to financial institutions meet the requirements for revenue recognition under sale/leaseback accounting, the Company, as lessee, determines the classification of the lease. The Company estimates certain key inputs to the associated calculations such as: 1) discount rate used to determine the present value of future lease payments, 2) fair value of the fuel cells and equipment, and 3) useful life of the underlying asset(s): ● ASC Topic 842 requires a lessee to discount its future lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in its leases because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate to estimate the discount rate for each lease. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality were applied in the determination of the incremental borrowing rate. ● In order for the lease to be classified as an operating lease, the present value of the future lease payments cannot exceed 90% of the fair value of the leased assets. The Company estimates the fair value of the lease assets using the sales prices. ● In order for a lease to be classified as an operating lease, the lease term cannot exceed 75% (major part) of the estimated useful life of the leased asset. The average estimated useful life of the fuel cells is 10 years , and the average estimated useful life of the hydrogen infrastructure is 20 years . These estimated useful lives are compared to the term of each lease to determine the appropriate lease classification. (v) Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated on site. The stand-alone selling price is not estimated because it is sold separately and therefore directly observable. The Company purchases hydrogen fuel from suppliers in most cases (and sometimes produces hydrogen onsite) and sells to its customers. Revenue and cost of revenue related to this fuel is recorded as dispensed and is included in the respective “Fuel delivered to customers” lines on the consolidated statements of operations. Contract costs The Company expects that incremental commission fees paid to employees as a result of obtaining sales contracts are recoverable and therefore the Company capitalizes them as contract costs. Capitalized commission fees are amortized on a straight-line basis over the period of time which the transfer of goods or services to which the assets relate occur, typically ranging from 5 to 10 years. Amortization of the capitalized commission fees is included in selling, general and administrative expenses. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general and administrative expenses. |
Cash Equivalents | Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. At December 31, 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 consolidated balance sheets approximate the fair value of cash and cash equivalents. At December 31, 2021 and 2020, cash equivalents consist of money market accounts. The Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits. |
Available-for-sale securities | Available-for-sale securities Available-for-sale securities is comprised of U.S. Treasury securities, certificates of deposit and corporate bonds, with original maturities greater than three months. We consider these securities to be available for use in our current operations, and therefore classify them as current even if we do not dispose of the securities in the following year. 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 the statement of operations. Realized gains and losses are due to the sale and maturity of securities classified as available-for-sale and includes the net gain (loss) from accumulated other comprehensive income (loss) reclassifications for previously unrealized net gains (losses) 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 consolidated statements of operations. We consider these securities to be available for use in our current year operations, and therefore classify them as current even if we do not dispose of the securities in the following year. |
Investments in non-consolidated entities and non-marketable equity securities | Investments in non-consolidated entities and non-marketable equity securities The Company accounts for its investments in non-consolidated entities, such as HyVia and Acciona, as equity method investments. The Company accounts for its non-marketable equity investments equivalent as an equity method investment. Included in “Investments in non-consolidated entities and non-marketable equity securities” on the consolidated balance sheet are equity investments without readily determinable fair values (“non-marketable equity securities”). Non-marketable equity securities that do not qualify for equity method accounting are measured at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for the identical or similar investments of the same issuer. Our investment in non-marketable equity securities was $5.0 million and $1.0 million as of December 31, 2021 and 2020, respectfully. |
Common Stock Warrant Accounting | Common Stock Warrant Accounting The Company accounts for common stock warrants as either derivative liabilities or as equity instruments depending on the specific terms of the respective warrant agreements. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount billed or billable to customers and are ordinarily due between 30 and 60 days after the issuance of the invoice. Receivables are reserved or written off based on individual credit evaluation and specific circumstances of the customer. The allowance for expected credit losses for current accounts receivable is based primarily on past collections experience relative to the length of time receivables are past due; however, when available evidence reasonably supports an assumption that counterparty credit risk over the expected payment period will differ from current and historical payment collections, a forecasting adjustment will be reflected in the allowance for expected credit losses. The allowance for doubtful accounts and related receivable are reduced when the amount is deemed uncollectible. As of December 31, 2021, and 2020, the allowance for doubtful accounts was $39 thousand and $172 thousand, respectively. |
Inventory | Inventory Inventories are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. All inventory, including spare parts inventory held at service locations, is not relieved until the customer has received the product, at which time the customer obtains control of the goods. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are originally recorded at cost or, if acquired as part of a business combination, at fair value. Maintenance and repairs are expensed as costs are incurred. Depreciation on plant and equipment, which includes depreciation on the Company’s primary manufacturing facility, which is accounted for as a financing obligation, is calculated on the straight-line method over the estimated useful lives of the assets. Included within software, machinery and equipment is certain equipment related to our hydrogen plants. The Company records depreciation and amortization over the following estimated useful lives: Leasehold improvements 5 ‑ 10 years Software, machinery and equipment 1- 30 years Gains and losses resulting from the sale of property and equipment are recorded in current operations. |
Equipment related to PPAs and Fuel Delivered to Customers | Equipment related to PPAs and Fuel Delivered to Customers Equipment related to PPAs and fuel delivered to customers primarily consists of the assets deployed related to PPAs and sites where we deliver fuel to customers. Equipment is depreciated over its useful life. Depreciation expense is recorded on a straight-line basis and is included in cost of revenue for PPAs or cost of fuel delivered to customers, respectively, in the consolidated statements of operations. |
Impairment of Long-Lived Assets and PPA Executory Contract Considerations | Impairment of Long-Lived Assets and PPA Executory Contract Considerations We evaluate long-lived assets on a quarterly basis to identify events or changes in circumstances (“triggering events”) that indicate the carrying value of certain assets may not be recoverable. Long-lived assets that we evaluate include right of use lease assets, equipment deployed to our PPAs, assets related primarily to our fuel delivery business and other company owned long-lived assets. Upon the occurrence of a triggering event, long-lived assets are evaluated to determine if the carrying amounts are recoverable. The determination of recoverability is made based upon the estimated undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups. For operating assets, the Company has generally determined that the lowest level of identifiable cash flows is based on the customer sites. The assets related primarily to our fuel delivery business are considered to be their own asset group. The cash flows are estimated based on the remaining useful life of the primary asset within the asset group. For assets related to our PPA agreements, we consider all underlying cash inflows related to our contract revenues and cash outflows relating to the costs incurred to service the PPAs. Our cash flow estimates used in the recoverability test, are based upon, among other things, historical results adjusted to reflect our best estimate of future cash flows and operating performance. Development of future cash flows also requires us to make assumptions and to apply judgment, including timing of future expected cash flows, future cost savings initiatives, and determining recovery values. Changes to our key assumptions related to future performance and other economic and market factors could adversely affect the outcome of our recoverability tests and cause more asset groups to be tested for impairment. If the estimated undiscounted future net cash flows for a given asset group are less than the carrying amount of the related asset group, an impairment loss is determined by comparing the estimated fair value with the carrying amount of the asset group. The impairment loss is then allocated to the long-lived assets in the asset group based on the asset’s relative carrying amounts. However, assets are not impaired below their then estimated fair values. Fair value is generally determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as well as year-over-year trends in pricing of our new equipment and overall evaluation of our industry and market, as considered necessary. The Company considers these indicators with certain of its own internal indices and metrics in determining fair value in light of the nascent state of the Company’s market and industry. The estimate of fair value represents our best estimates of these factors and is subject to variability. Changes to our key assumptions related to future performance and other economic and market factors could adversely affect our impairment evaluation. The Company has determined that the assets deployed for certain PPA arrangements, as well as certain assets related to the delivery of fuel to customers, are not recoverable based on the undiscounted estimated future cash flows of the asset group. However, the estimated fair value of the assets in these asset groups equal or exceed the carrying amount of the assets or otherwise limit the amount of impairment that would have been recognized. The Company has identified the primary source of the losses for certain PPA arrangements to be the maintenance components of the PPA arrangements and the impact of customer warrant non-cash provisions. As the PPA arrangements are considered to be executory contracts and there is no specific accounting guidance that permits loss recognition for these revenue contracts, the Company has not recognized a provision for the expected future losses under these revenue arrangements. The Company expects that it will recognize future losses for these arrangements as it continues its efforts to reduce costs of delivering the maintenance component of these arrangements. The Company has estimated total future revenues and costs for these types of arrangements based on existing contracts and leverage of the related assets. For the future estimates, the Company used service cost estimates for extended maintenance contracts and customer warrant provisions at rates consistent with experience to date. The terms for the underlying estimates vary but the average residual term on the existing contracts is 5 years. |
Extended Maintenance Contracts | 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 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 service costs, the Company considers its current service cost level and applies significant judgement related to expected cost saving estimates for initiatives being implemented in the field. The expected future cost savings will be primarily dependent upon the success of the Company’s initiatives related to increasing stack life and achieving better economies of scale on service labor. If the expected cost saving initiatives are not realized, this will increase the costs of providing services and could adversely affect our estimated contract loss accrual. Further, as 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 and will soon undertake several other 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 roll forward of balances in the accrual for loss contracts, including changes due to the provision (benefit) for loss accrual, loss accrual from acquisition, releases to service cost of sales and releases due to the provision for warrants (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Beginning balance $ 24,013 $ 3,702 $ 5,345 Provision (benefit) for loss accrual 71,988 35,473 (394) Loss accrual from acquisition 2,636 — — Released to service cost of sales (8,864) (2,348) (1,249) Released to provision for warrants — (12,814) — Ending balance $ 89,773 $ 24,013 $ 3,702 |
Goodwill and indefinite-lived intangible assets | Goodwill and indefinite-lived intangible assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. The indefinite-lived intangible asset represents in-process research and development for cumulative research and development efforts associated with dry stack electrolyzer technology acquired in connection with the Giner ELX, Inc. acquisition in June 2020. The Company has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If this is the case, the quantitative goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the quantitative goodwill impairment test is not required. The indefinite-lived intangible asset is tested for impairment annually, and more frequently when there is a triggering event. Annually, or when there is a triggering event, the Company first performs a qualitative assessment by evaluating all relevant events and circumstances to determine if it is more likely than not that the indefinite-lived intangible asset is impaired; this includes considering any potential effect on significant inputs to determining the fair value of the indefinite-lived intangible asset. When it is more likely than not that the indefinite-lived intangible asset is impaired, then the Company calculates the fair value of the intangible asset and performs a quantitative impairment test. The Company performs an impairment review of goodwill and the indefinite lived intangible asset on an annual basis at December 1, and when a triggering event is determined to have occurred between annual impairment tests. For the years ended December 31, 2021, 2020, and 2019, the Company performed a qualitative assessment of goodwill for its single reporting unit based on multiple factors including market capitalization and determined that it is not more likely than not that the fair value of its reporting unit is less than the carrying amount. For the year ended December 31, 2021 and 2020, the Company performed a qualitative assessment of its indefinite lived intangible asset and determined that it is not more likely than not that its fair value is less than the carrying amount. |
Intangible Assets | Intangible Assets |
Fair Value Measurements | 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. |
Equity Instruments | Equity Instruments Common stock warrants that meet certain applicable requirements of ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Common stock warrants accounted for as equity instruments represent the warrants issued to Amazon and Walmart as discussed in Note 18, “Warrant Transaction Agreements.” The Company adopted FASB ASU 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which requires entities to measure and classify share-based payment awards granted to a customer by applying the guidance under Topic 718, as of January 1, 2019. In order to calculate warrant charges, the Company used the Black-Scholes pricing model, which required key inputs including volatility and risk-free interest rate and certain unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company estimated the fair value of unvested warrants, considered to be probable of vesting, at the time. Based on that estimated fair value, the Company determined warrant charges, which are recorded as a reduction of revenue in the consolidated statement of operations. |
Redeemable Preferred Stock | Redeemable Preferred Stock We account for redeemable preferred stock as temporary equity in accordance with applicable accounting guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB ASC No. 740-10-25, Income Taxes-Overall-Recognition he Company |
Foreign Currency Translation | Foreign Currency Translation Foreign currency translation adjustments arising from conversion of the Company’s foreign subsidiary’s financial statements to U.S. dollars for reporting purposes are included in accumulated other comprehensive income in stockholders’ equity on the consolidated balance sheets. Transaction gains and losses resulting from the effect of exchange rate changes on transactions denominated in currencies other than the functional currency of the Company’s operations give rise to realized foreign currency transaction gains and losses, and are included in interest and other income and interest and other expense, respectively, in the consolidated statements of operations. |
Research and Development. | Research and Development Costs related to research and development activities by the Company are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company maintains employee stock-based compensation plans, which are described more fully in Note 20, “Employee Benefit Plans.” 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, and recognizes the cost as expense on a straight-line basis over the option’s requisite service period. Forfeitures are recognized as they occur. The Company estimates the fair value of stock-based awards using a Black-Scholes valuation model. Stock-based compensation expense is recorded in cost of revenue associated with sales of fuel cell systems, related infrastructure and equipment, 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. Beginning 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 was estimated using a Monte Carlo simulation model and the cost is recognized using the accelerated attribution method. The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based upon the amount of compensation cost recognized and the Company's statutory tax rate. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company's income tax return are recorded in the income statement. No tax benefit or expense for stock-based compensation has been recorded during the years ended December 31, 2021, 2020 and 2019 since the Company remains in a full valuation allowance position. |
Convertible Senior Notes | Convertible Senior Notes The Company accounts for its convertible senior notes as a single liability measured at amortized cost. The Company uses the effective interest rate method to amortize the debt issuance costs to interest expense over the respective term of the convertible senior notes. |
Use of Estimates | Use of Estimates The consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Reclassifications are made, whenever necessary, to prior period financial statements to conform to the current period presentation. |
Subsequent Events | Subsequent Events The Company evaluates subsequent events at the date of the balance sheet as well as conditions that arise after the balance sheet date but before the consolidated financial statements are issued. The effects of conditions that existed at the balance sheet date are recognized in the consolidated financial statements. Events and conditions arising after the balance sheet date but before the consolidated financial statements are issued are evaluated to determine if disclosure is required to keep the consolidated financial statements from being misleading. To the extent such events and conditions exist, if any, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions. See Note 24, “Subsequent Events.” |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In October of 2021, ASU No. 2021-08- Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers was issued. The standard update provides an exception to the fair value measurement for revenue contracts acquired in a business combination. The Company has elected to early adopt the standards update as of the fourth quarter of 2021. 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. In December 2019, Accounting Standards Update (ASU) 2019-12, Recently Issued and Not Yet Adopted Accounting Pronouncements In March 2020, ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, was issued to provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This update was effective starting March 12, 2020 and the Company may elect to apply the amendments prospectively through December 31, 2022. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In March 2020, ASU 2020-03, Codification Improvements to Financial Instruments, was issued to make various codification improvements to financial instruments to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. This update will be effective at various dates beginning with date of issuance of this ASU. The adoption of this standard does not have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of Property Plant and Equipment Useful Lives | Leasehold improvements 5 ‑ 10 years Software, machinery and equipment 1- 30 years |
Schedule of accrual for loss contracts | The following table shows the roll forward of balances in the accrual for loss contracts, including changes due to the provision (benefit) for loss accrual, loss accrual from acquisition, releases to service cost of sales and releases due to the provision for warrants (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Beginning balance $ 24,013 $ 3,702 $ 5,345 Provision (benefit) for loss accrual 71,988 35,473 (394) Loss accrual from acquisition 2,636 — — Released to service cost of sales (8,864) (2,348) (1,249) Released to provision for warrants — (12,814) — Ending balance $ 89,773 $ 24,013 $ 3,702 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Applied Cryo Technologies | |
Schedule of fair value of consideration paid | The fair value of consideration paid by the Company in connection with the Applied Cryo acquisition was as follows (in thousands): Cash $ 98,559 Plug Power Stock 46,697 Contingent consideration 14,000 Settlement of preexisting relationship 2,837 Total consideration $ 162,093 |
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired | The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Cash $ 1,180 Accounts receivable 4,123 Inventory 24,655 Prepaid expenses and other assets 1,506 Property, plant and equipment 4,515 Right of use asset 2,788 Identifiable intangible assets 70,484 Lease liability (2,672) Accounts payable, accrued expenses and other liabilities (8,206) Deferred tax liability (16,541) Deferred revenue (12,990) Total net assets acquired, excluding goodwill $ 68,842 |
Business combination segment allocation | The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Applied Cryo acquisition was calculated as follows (in thousands): Consideration paid $ 162,093 Less: net assets acquired (68,842) Total goodwill recognized $ 93,251 |
Frames Holding B.V. | |
Schedule of fair value of consideration paid | The fair value of consideration paid by the Company in connection with the Frames acquisition was as follows (in thousands): Cash $ 94,541 Contingent consideration 29,057 Settlement of preexisting relationship 4,263 Total consideration $ 127,861 |
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired | The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Cash $ 45,394 Accounts receivable 17,910 Inventory 34 Prepaid expenses and other assets 3,652 Property, plant and equipment 709 Right of use asset 1,937 Contract asset 9,960 Identifiable intangible assets 50,478 Lease liability (1,937) Contract liability (22,737) Accounts payable, accrued expenses and other liabilities (18,465) Deferred tax liability (4,105) Provision for loss contracts (2,636) Warranty provisions (7,566) Total net assets acquired, excluding goodwill $ 72,628 |
Business combination segment allocation | The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Frames acquisition was calculated as follows (in thousands): Consideration paid $ 127,861 Less: net assets acquired (72,628) Total goodwill recognized $ 55,233 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments | |
Schedule of gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale | The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at December 31, 2021 are summarized as follows (in thousands): December 31, 2021 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 228,614 $ — (2,232) 226,382 — U.S. Treasuries 1,014,319 20 (456) 1,013,883 — Total $ 1,242,933 $ 20 $ (2,688) $ 1,240,265 $ — |
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 December 31, 2021 are summarized as follows (in thousands): December 31, 2021 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,247 $ — $ (574) $ 69,673 Exchange traded mutual funds 71,010 7,312 — 78,322 Total $ 141,257 $ 7,312 $ (574) $ 147,995 |
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 December 31, is as follows (in thousands): December 31, 2021 Amortized Fair Maturity: Cost Value Within one year $ 670,584 $ 670,306 After one through five years 572,349 569,959 Total $ 1,242,933 $ 1,240,265 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table summarizes the carrying amount and estimated fair value of the Company’s financial instruments at December 31, 2021 and 2020 As of December 31, 2021 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 115,241 $ 115,241 $ 115,241 $ — $ — Corporate bonds 226,382 226,382 — 226,382 — U.S. Treasuries 1,013,883 1,013,883 1,013,883 — — Equity securities 147,995 147,995 147,995 — — Swaps and forward contracts 70 70 70 — — Liabilities Contingent consideration 62,297 62,297 — — 62,297 Convertible senior notes 192,633 1,129,765 — 1,129,765 — Long-term debt 128,046 129,437 — — 129,437 Finance obligations 253,684 253,684 — — 253,684 Swaps and forward contracts 981 981 981 — — 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 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share | |
Schedule of components of the calculations of basic and diluted earnings per share: | The following table provides the components of the calculations of basic and diluted earnings per share (in thousands, except share amounts): Year ended December 31, 2021 2020 2019 Numerator: Net loss attributable to common stockholders $ (459,965) $ (596,181) $ (85,555) Denominator: Weighted average number of common stock outstanding 558,182,177 354,790,106 237,152,780 |
Schedule of potential dilutive common shares | At December 31, 2021 2020 2019 Stock options outstanding (1) 23,806,909 10,284,498 23,013,590 Restricted stock outstanding (2) 4,851,873 5,874,642 4,608,560 Common stock warrants (3) 80,017,181 104,753,740 110,573,392 Preferred stock (4) — — 2,998,527 Convertible Senior Notes (5) 39,170,766 42,256,610 59,133,896 Number of dilutive potential shares of common stock 147,846,729 163,169,490 200,327,965 (1) During the years ended December 31, 2021, 2020, and 2019, the Company granted 16,502,335, 3,509,549, and 3,221,892, stock options, respectively. (2) During the years ended December 31, 2021, 2020, and 2019, the Company granted 1,894,356, 3,227,149, and 3,201,892, shares of restricted stock, respectively. (3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 18, “Warrant Transaction Agreements.” The warrant was exercised with respect to 17,461,994 and 0 shares of the Company’s common stock as of December 31, 2021 and 2020, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 18, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 and 5,819,652 shares of the Company’s common stock as of December 31, 2021 and 2020, respectively. (4) The preferred stock amount represents the dilutive potential on the shares of common stock as a result of the conversion of the Series C Redeemable Convertible Preferred Stock (Series C Preferred Stock) and Series E Convertible Preferred Stock (Series E Preferred Stock), based on the conversion price of each preferred stock as of December 31, 2019, and 2018, respectively. Of the 10,431 shares of Series C Preferred Stock issued on May 16, 2013, all shares had been converted to common stock as of December 31, 2020. On November 1, 2018, the Company issued 35,000 shares of Series E Preferred Stock. As of December 31, 2019, 30,462 shares of the Series E Preferred Stock had been converted to common stock and 4,038 shares were redeemed for cash. All of the remaining Series E Preferred Stock were converted to either common stock or cash, in January 2020 . (5) 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 due 2023 (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 other conversions for the year ended December 31, 2021. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory | |
Schedule of Inventory | Inventory as of December 31, 2021 and 2020, consists of the following (in thousands): December 31, 2021 December 31, 2020 Raw materials and supplies - production locations $ 187,449 $ 92,221 Raw materials and supplies - customer locations 16,294 12,405 Work-in-process 58,341 29,349 Finished goods 7,079 5,411 Inventory $ 269,163 $ 139,386 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment | |
Schedule of Property plant and equipment | Property, plant and equipment at December 31, 2021 and 2020 consists of the following (in thousands): December 31, 2021 December 31, 2020 Land $ 1,165 $ 1,165 Construction in progress 169,415 15,590 Leasehold improvements 2,099 1,121 Software, machinery and equipment 112,068 78,859 Property, plant, and equipment $ 284,747 $ 96,735 Less: accumulated depreciation (29,124) (22,186) Property, plant, and equipment, net $ 255,623 $ 74,549 |
Equipment Related to Power Pu_2
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020 consists of the following (in thousands): December 31, 2021 December 31, 2020 Equipment related to power purchase agreements and fuel delivered to customers $ 89,641 $ 92,736 Less: accumulated depreciation (16,739) (16,929) Equipment related to power purchase agreements and fuel delivered to customers, net $ 72,902 $ 75,807 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets and Goodwill | |
Schedule of Intangible assets | The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2021 are as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 13 years $ 45,530 $ (5,392) $ 40,138 Customer relationship, backlog & trademark 12 years 90,497 (1,427) 89,070 In process research and development Indefinite 29,000 — 29,000 $ 165,027 $ (6,819) $ 158,208 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2020 are 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 relationship, 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 | Estimated amortization expense for subsequent years was as follows (in thousands): 2022 21,032 2023 17,072 2024 17,015 2025 22,029 2026 and thereafter 81,060 Total $ 158,208 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses | |
Schedule of Accrued Expenses | Accrued expenses at December 31, 2021 and 2020 consist of (in thousands): 2021 2020 Accrued payroll and compensation related costs $ 22,005 $ 29,167 Accrued accounts payable 43,436 11,750 Accrued sales and other taxes 10,632 3,665 Accrued interest 429 649 Accrued other 2,735 852 Total $ 79,237 $ 46,083 |
Operating and Finance Lease L_2
Operating and Finance Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities 2022 $ 51,538 $ 6,402 $ 57,940 2023 51,288 6,306 57,594 2024 50,437 6,278 56,715 2025 46,733 9,177 55,910 2026 38,760 5,847 44,607 2027 and thereafter 37,342 773 38,115 Total future minimum payments 276,098 34,783 310,881 Less imputed interest (69,641) (5,454) (75,095) Total $ 206,457 $ 29,329 $ 235,786 |
Schedule of operating leases other information | Year ended Year ended December 31, 2021 December 31, 2020 Cash payments (in thousands) $ 37,463 $ 22,626 Weighted average remaining lease term (years) 5.6 6.0 Weighted average discount rate 10.9% 11.7% |
Schedule of finance leases other information | Year ended Year ended December 31, 2021 December 31, 2020 Cash payments (in thousands) $ 3,648 $ 471 Weighted average remaining lease term (years) 4.56 5.6 Weighted average discount rate 6.7% 8.2% |
Finance Obligation (Tables)
Finance Obligation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Sale Leaseback Transaction [Line Items] | |
Schedule of finance leases other information | Year ended Year ended December 31, 2021 December 31, 2020 Cash payments (in thousands) $ 3,648 $ 471 Weighted average remaining lease term (years) 4.56 5.6 Weighted average discount rate 6.7% 8.2% |
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 December 31, 2021 were as follows (in thousands): Total Sale of Future Sale/leaseback Finance revenue - debt financings Obligations 2022 $ 62,080 $ 5,219 $ 67,299 2023 62,080 3,392 65,472 2024 62,080 9,148 71,228 2025 56,824 244 57,068 2026 40,100 244 40,344 2027 and thereafter 28,518 325 28,843 Total future minimum payments 311,682 18,572 330,254 Less imputed interest (74,991) (1,579) (76,570) Total $ 236,691 $ 16,993 $ 253,684 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-Term Debt | |
Summary of principal payments of long term debt | As of December 31, 2021 the Term Loan Facility requires the principal balance as of each of the following dates not to exceed the following (in thousands): December 31, 2022 105,904 December 31, 2023 72,955 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) - 3.75% Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instrument [Line Items] | |
Schedule of net proceeds from the Convertible Senior Notes | Amount (in thousands) Principal amount $ 212,463 Less initial purchasers' discount (6,374) Less cost of related capped calls (16,253) Less other issuance costs (617) Net proceeds $ 189,219 |
Schedule of Convertible Senior Notes | The 3.75% Convertible Senior Notes consisted of the following (in thousands): December 31, 2021 Principal amounts: Principal $ 197,278 Unamortized debt issuance costs (1) (4,645) Net carrying amount $ 192,633 1) Included in the 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): December 31, 2021 Interest expense $ 7,446 Amortization of debt issuance costs 1,670 Total 9,116 Effective interest rate 4.50% |
Warrant Transaction Agreements
Warrant Transaction Agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Amazon | |
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 |
Walmart | |
Schedule of warranty assumptions | January 1, 2019 Risk-free interest rate 2.63% Volatility 95.00% Expected average term 8.55 Exercise price $2.12 Stock price $1.24 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Schedule of disaggregation of revenue | The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Year ended December 31, 2021 2020 2019 Sales of fuel cell systems $ 225,229 $ (55,091) $ 130,757 Sale of hydrogen infrastructure 135,055 (43,391) 19,163 Sale of electrolyzers 16,667 4,187 — Sales of oil and gas equipment 7,571 — — Services performed on fuel cell systems and related infrastructure 26,706 (9,801) 25,217 Power Purchase Agreements 35,153 26,620 25,553 Fuel delivered to customers 46,917 (16,072) 29,099 Sale of cryogenic equipment 8,255 — — Other 789 311 186 Net revenue $ 502,342 $ (93,237) $ 229,975 |
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): 2021 2020 Accounts receivable $ 92,675 $ 43,041 Contract assets 38,757 18,189 Contract liabilities 183,090 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 Year ended December 31, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (14,638) Contract assets assumed as part of acquisitions 9,960 Revenue recognized and not billed as of the end of the period 25,246 Net change in contract assets $ 20,568 Contract liabilities Year ended December 31, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 182,052 Contract liabilities assumed as part of acquisitions 35,727 Revenue recognized that was included in the contract liability balance as of the beginning of the period (110,974) Net change in contract liabilities $ 106,805 |
Schedule of Estimated future revenue | The following table includes estimated revenue included in the backlog expected to be recognized in the future ( sales sales services five Estimated future revenue December 31, 2021 Sales of fuel cell systems $ 23,142 Sale of hydrogen installations and other infrastructure 36,243 Sale of electrolyzers 49,158 Sales of oil and gas equipment 91,586 Services performed on fuel cell systems and related infrastructure 102,362 Power Purchase Agreements 249,063 Fuel delivered to customers 61,602 Sale of cryogenic equipment 46,513 Other rental income 22,749 Total estimated future revenue $ 682,418 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the year ended December 31, 2021 is as follows (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted stock at December 31, 2020 5,874,642 $ 7.88 $ — Granted 1,894,356 32.35 — Vested (2,807,124) 6.19 — Forfeited (110,001) 11.23 — Unvested restricted stock at December 31, 2021 4,851,873 $ 21.59 $ 136,968 |
Service Options Awards | |
Assumptions made for the purpose of estimating fair value | 2021 2020 2019 Expected term of options (years) 3 - 5 6 6 Risk free interest rate 0.61% - 1.23% 0.37% - 1.37% 1.52% - 2.53% Volatility 72.46% - 76.60% 64.19% - 68.18% 69.32% - 87.94% |
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 1,942,335 32.52 Exercised (2,331,656) 3.23 Forfeited (104,168) 10.63 Expired (4,100) 6.10 Options outstanding at December 31, 2021 9,786,909 $ 11.65 7.7 $ 172,412 Options exercisable at December 31, 2021 4,724,624 $ 4.37 6.5 $ 112,715 Options unvested at December 31, 2021 5,062,285 $ 18.44 8.8 $ 59,697 |
Performance Option Awards | |
Assumptions made for the purpose of estimating fair value | December 31, 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 Options outstanding at December 31, 2020 — $ — — $ — Granted 14,560,000 26.92 — — Exercised — — — — Forfeited (540,000) 26.92 — — Expired — — — — Options outstanding at December 31, 2021 14,020,000 $ 26.92 6.7 $ 18,366 Options exercisable at December 31, 2021 — — — — Options unvested at December 31, 2021 14,020,000 $ 26.92 6.7 $ 18,366 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule Components of loss before income taxes and the provision for income taxes | The components of loss before income taxes and the income tax benefit for the years ended December 31, 2021, 2020, and 2019, by jurisdiction, are as follows (in thousands): 2021 2020 2019 U.S. Foreign Total U.S. Foreign Total U.S. Foreign Total Loss before income taxes $ (466,825) $ (9,337) $ (476,162) $ (624,302) $ (2,698) $ (627,000) $ (82,188) $ (1,555) $ (83,743) Income tax benefit 16,540 (343) 16,197 30,845 — 30,845 — — — Net loss attributable to the Company $ (450,285) $ (9,680) $ (459,965) $ (593,457) $ (2,698) $ (596,155) $ (82,188) $ (1,555) $ (83,743) |
Schedule of Significant Components of Deferred Income Tax Expense (Benefit) | The significant components of deferred income tax expense (benefit) for the years ended December 31, 2021, 2020, and 2019, by jurisdiction, are as follows (in thousands): 2021 2020 2019 U.S. Foreign Total U.S. Foreign Total U.S. Foreign Total Deferred tax (benefit) expense $ (51,999) $ 1,064 $ (50,935) $ (31,408) $ (67) $ (31,475) $ (10,621) $ (426) $ (11,047) Net operating loss carryforward generated (105,498) (2,038) (107,536) (51,849) (438) (52,287) (5,099) (270) (5,369) Valuation allowance increase (decrease) 140,957 1,317 142,274 52,412 505 52,917 15,720 696 16,416 Benefit for income taxes $ (16,540) $ 343 $ (16,197) $ (30,845) $ — $ (30,845) $ — $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | 2021 2020 2019 U.S. Federal statutory tax rate (21.00) % (21.00) % (21.00) % Deferred state taxes (0.60) % (2.30) % 1.36 % Common stock warrant liability (6.00) % 13.40 % 0.0 % Section 162M Disallowance 1.10 % 0.0 % 0.0 % Equity Compensation (4.30) % 0.0 % 0.0 % Provision to return and deferred tax asset adjustments (1.30) % 0.0 % 0.0 % Change in U.S. Federal/Foreign statutory tax rate 0.30 % 0.0 % 0.0 % Other, net (1.50) % (3.50) % (0.48) % Change in valuation allowance 29.90 % 8.40 % 20.14 % (3.4) % (5.0) % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): U.S. Foreign Total 2021 2020 2021 2020 2021 2020 Intangible assets $ — $ — $ — $ 1,197 $ — $ 1,197 Deferred revenue 24,514 16,082 146 192 24,660 16,274 Interest expense 29,095 21,183 — — 29,095 21,183 Other reserves and accruals 23,398 5,087 7,332 — 30,730 5,087 Tax credit carryforwards 8,960 4,360 1,289 1,253 10,249 5,613 Amortization of stock-based compensation 13,904 3,900 — — 13,904 3,900 Non-compensatory warrants 4,115 5,020 — — 4,115 5,020 Capitalized research & development expenditures 37,912 30,870 4,613 4,483 42,525 35,353 Right of use liability (operating leases) 6,118 27,715 485 — 6,603 27,715 Net operating loss carryforwards 205,760 110,978 12,052 10,014 217,812 120,992 Total deferred tax asset 353,776 225,195 25,917 17,139 379,693 242,334 Valuation allowance (295,424) (154,467) (18,444) (17,127) (313,868) (171,594) Net deferred tax assets $ 58,352 $ 70,728 $ 7,473 $ 12 65,825 $ 70,740 Intangible assets (23,244) (7,360) (11,098) — (34,342) (7,360) Convertible debt (27,346) (27,420) — — (27,346) (27,420) Right of use asset (operating leases) (247) (27,684) (485) — (732) (27,684) Other reserves and accruals — — — (12) — (12) Property, plant and equipment and right of use assets (8,489) (9,191) — — (8,489) (9,191) Deferred tax liability $ (59,326) $ (71,655) $ (11,583) $ (12) $ (70,909) $ (71,667) Net $ (974) $ (927) $ (4,110) $ — $ (5,084) $ (927) |
Schedule of Valuation Allowance | A reconciliation of the current year change in valuation allowance is as follows (in thousands): U.S. Foreign Total Increase in valuation allowance for current year increase in net operating losses $ 105,544 $ 2,996 $ 108,540 Increase in valuation allowance for current year net increase in deferred tax assets other than net operating losses 49,974 686 50,660 Increase in valuation allowance due to change in tax rates (14,561) (2,365) (16,926) Net increase in valuation allowance $ 140,957 $ 1,317 $ 142,274 |
Segment and Geographic Area R_2
Segment and Geographic Area Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment and Geographic Area Reporting | |
Schedule of revenue from external customers and long-lived assets, by geographical areas | Revenues Long-Lived Assets Year Ended December 31, As of December 31, 2021 2020 2019 2021 2020 North America $ 476,245 $ (100,522) $ 228,257 $ 570,778 $ 273,096 Other 26,097 7,285 1,718 2,778 — Total $ 502,342 $ (93,237) $ 229,975 $ 573,556 $ 273,096 |
Nature of Operations - Descript
Nature of Operations - Description Of Business (Details) | Dec. 31, 2021 |
Joint Venture with S K | |
Description of Business | |
Ownership percentage in joint venture | 49.00% |
Plug Power France | HyVia | |
Description of Business | |
Ownership interest percentage | 50.00% |
Renault | HyVia | |
Description of Business | |
Ownership interest percentage | 50.00% |
Plug Power Spain | |
Description of Business | |
Ownership percentage in joint venture | 50.00% |
Acciona | Acciona Plug S.L. | |
Description of Business | |
Ownership percentage in joint venture | 50.00% |
SK E&S Co., Ltd. | Joint Venture with S K | |
Description of Business | |
Ownership percentage in joint venture | 51.00% |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | |
Liquidity | |||||||||||
Number of common stock sold | 43,700,000 | 35,276,250 | 46,000,000 | 10,000,000 | 32.2 | ||||||
Share Price | $ 22.25 | $ 10.25 | $ 2.75 | $ 2.35 | $ 2.75 | ||||||
Proceeds from public and private offerings, net of transaction costs | $ 927,300 | $ 344,400 | $ 120,400 | $ 23,500 | $ 3,587,833 | $ 1,271,714 | $ 158,343 | ||||
Common stock, shares issued | 594,729,610 | 473,977,469 | |||||||||
Cash and cash equivalents | $ 2,481,269 | $ 1,312,404 | |||||||||
Restricted cash | 650,900 | ||||||||||
Net loss attributable to common shareholders | (459,965) | (596,181) | (85,555) | ||||||||
Net loss attributable to common shareholders | 459,965 | 596,181 | 85,555 | ||||||||
Net cash used in operating activities | 358,176 | 155,476 | 53,324 | ||||||||
Accumulated deficit | (2,396,903) | (1,946,488) | $ 9,600 | ||||||||
Total operating lease, liabilities | 206,457 | ||||||||||
Total finance lease liabilities | 29,329 | ||||||||||
Operating lease liabilities | 30,822 | 14,314 | |||||||||
Finance lease liabilities | 4,718 | $ 903 | |||||||||
Incremental term loan | 128,000 | ||||||||||
Short-term borrowing | 15,300 | ||||||||||
Convertible senior notes | 192,600 | ||||||||||
Working capital | 4,000,000 | ||||||||||
Proceeds from exercise of warrants, net of transaction costs | 15,445 | $ 14,089 | |||||||||
Available-for-sale securities | 1,240,265 | ||||||||||
Equity securities | 147,995 | ||||||||||
Finance obligation | |||||||||||
Liquidity | |||||||||||
Total finance lease liabilities | 253,684 | ||||||||||
Finance lease liabilities | $ 42,000 | ||||||||||
SK Holdings Co LTD | |||||||||||
Liquidity | |||||||||||
Number of common stock sold | 54,996,188 | ||||||||||
Proceeds from public and private offerings, net of transaction costs | $ 1,600,000 | ||||||||||
Common stock, shares issued | 54,966,188 | 54,966,188 | |||||||||
Per share price of shares of common stock | $ 29.2893 | $ 29.2893 | |||||||||
Public Offerings | |||||||||||
Liquidity | |||||||||||
Number of common stock sold | 32,200,000 | 32,200,000 | |||||||||
Share Price | $ 65 | $ 65 | $ 65 | ||||||||
Proceeds from public and private offerings, net of transaction costs | $ 2,000,000 | $ 2,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Jan. 01, 2021 | May 31, 2020 | May 29, 2020 | May 18, 2020 | |
Summary of Significant Accounting Policies | ||||||||
Operating lease maximum allowed extension percentage | 75.00% | |||||||
Minimum number of days after an invoice is issued when accounts receivable is considered due | 30 days | |||||||
Maximum number of days after an invoice is issued when accounts receivable is considered due | 60 days | |||||||
Allowance for doubtful accounts receivable | $ 39 | $ 172 | ||||||
Convertible Debt | $ 120,600 | |||||||
Accumulated deficit | (2,396,903) | (1,946,488) | 9,600 | |||||
Additional paid-in capital | $ 7,070,710 | 3,446,650 | $ 130,200 | |||||
Existing contracts | 5 years | |||||||
Investment in non-marketable equity securities | $ 5,000 | 1,000 | ||||||
Stock-Based Compensation | ||||||||
Tax benefit (expense) for stock-based compensation | $ 0 | $ 0 | $ 0 | |||||
3.75% Convertible Senior Notes | ||||||||
Summary of Significant Accounting Policies | ||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||
Fuel | ||||||||
Property, Plant and Equipment | ||||||||
Estimated useful life | 10 years | |||||||
Hydrogen infrastructure | ||||||||
Property, Plant and Equipment | ||||||||
Estimated useful life | 20 years | |||||||
Minimum | ||||||||
Summary of Significant Accounting Policies | ||||||||
Payment terms for fuel cells and its services | 30 days | |||||||
Extension period | 5 years | |||||||
Uptime of the fleet (as a percent) | 97.00% | |||||||
Capitalized commission fees amortization term | 5 years | |||||||
Intangible Assets | ||||||||
Intangible asset useful lives | 5 years | |||||||
Maximum | ||||||||
Summary of Significant Accounting Policies | ||||||||
Payment terms for fuel cells and its services | 90 days | |||||||
Extension period | 10 years | |||||||
Uptime of the fleet (as a percent) | 98.00% | |||||||
Capitalized commission fees amortization term | 10 years | |||||||
Intangible Assets | ||||||||
Intangible asset useful lives | 15 years | |||||||
Leasehold Improvements | Minimum | ||||||||
Property, Plant and Equipment | ||||||||
Estimated useful life | 5 years | |||||||
Leasehold Improvements | Maximum | ||||||||
Property, Plant and Equipment | ||||||||
Estimated useful life | 10 years | |||||||
Software, machinery and equipment | Minimum | ||||||||
Property, Plant and Equipment | ||||||||
Estimated useful life | 1 year | |||||||
Software, machinery and equipment | Maximum | ||||||||
Property, Plant and Equipment | ||||||||
Estimated useful life | 30 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accrual for loss contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accrual for loss contracts | |||
Beginning balance | $ 24,013 | $ 3,702 | $ 5,345 |
Provision (benefit) for loss accrual | 71,988 | 35,473 | (394) |
Loss accrual from acquisition | 2,636 | ||
Released to service cost of sales | (8,864) | (2,348) | (1,249) |
Released to provision for warrants | (12,814) | ||
Ending balance | $ 89,773 | $ 24,013 | $ 3,702 |
Acquisitions - Fair value of co
Acquisitions - Fair value of consideration (Details) - USD ($) $ in Thousands | Dec. 09, 2021 | Nov. 22, 2021 | Dec. 31, 2021 |
Business Combination, Contingent Consideration Held | $ 10,000 | ||
Applied Cryo Technologies | |||
Cash | $ 98,559 | ||
Plug Power Stock | 46,697 | ||
Contingent consideration | 14,000 | ||
Settlement of preexisting relationship | 2,837 | ||
Total consideration | 162,093 | ||
Business Combination, Contingent Consideration Held | $ 10,000 | ||
Frames Holding B.V. | |||
Cash | $ 94,541 | ||
Contingent consideration | 29,057 | ||
Settlement of preexisting relationship | 4,263 | ||
Total consideration | $ 127,861 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 09, 2021 | Nov. 22, 2021 |
Applied Cryo Technologies | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Cash | $ 1,180 | ||
Accounts receivable | 4,123 | ||
Inventory | 24,655 | ||
Prepaid expenses and other assets | 1,506 | ||
Property, plant and equipment | 4,515 | ||
Right of use asset | 2,788 | ||
Identifiable intangible assets | 70,484 | ||
Lease liability | (2,672) | ||
Accounts payable, accrued expenses and other liabilities | (8,206) | ||
Deferred tax liability | $ (16,500) | (16,541) | |
Deferred revenue | (12,990) | ||
Total net assets acquired, excluding goodwill | $ 68,842 | ||
Frames Holding B.V. | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Cash | $ 45,394 | ||
Accounts receivable | 17,910 | ||
Inventory | 34 | ||
Prepaid expenses and other assets | 3,652 | ||
Property, plant and equipment | 709 | ||
Right of use asset | 1,937 | ||
Contract asset | 9,960 | ||
Identifiable intangible assets | 50,478 | ||
Lease liability | (1,937) | ||
Contact liability | (22,737) | ||
Accounts payable, accrued expenses and other liabilities | (18,465) | ||
Deferred tax liability | $ (4,100) | (4,105) | |
Provision for loss contracts | (2,636) | ||
Warranty provisions | (7,566) | ||
Total net assets acquired, excluding goodwill | $ 72,628 |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) - USD ($) $ in Thousands | Dec. 09, 2021 | Nov. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Total goodwill recognized | $ 220,436 | $ 72,387 | ||
Applied Cryo Technologies | ||||
Consideration paid | $ 162,093 | |||
Less: net assets acquired | (68,842) | |||
Total goodwill recognized | $ 93,251 | |||
Frames Holding B.V. | ||||
Consideration paid | $ 127,861 | |||
Less: net assets acquired | (72,628) | |||
Total goodwill recognized | $ 55,233 |
Acquisitions - Narratives (Deta
Acquisitions - Narratives (Details) € in Millions | Dec. 09, 2021USD ($)itemMW | Nov. 22, 2021USD ($)item | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 09, 2021EUR (€) |
Increase in goodwill | $ 148,500,000 | ||||
Change in fair value | 11,176,000 | $ 1,160,000 | |||
Payment for Contingent Consideration Liability, Financing Activities | 1,541,000 | ||||
Applied Cryo Technologies | |||||
Percentage of outstanding shares | 100.00% | ||||
Earn-out payments | $ 30,000,000 | 14,000,000 | |||
Achievement of production targets | 15,000,000 | ||||
Achievement of cost targets | 15,000,000 | ||||
Acquired | $ 70,484,000 | ||||
Number of contingent earn-out payments | item | 4 | ||||
Deferred tax liability | $ 16,541,000 | 16,500,000 | |||
Reduction to valuation allowance | 16,500,000 | ||||
Deferred tax benefit | 16,500,000 | ||||
Frames Holding B.V. | |||||
Percentage of outstanding shares | 100.00% | 100.00% | |||
Earn-out payments | 29,100,000 | € 30 | |||
Acquired | $ 50,478,000 | ||||
Number of contingent earn-out payments | item | 4 | ||||
Contingent consideration, number of installments | $ 2 | ||||
Achievement of shipment, first target | MW | 100 | ||||
Achievement of shipment, remaining target | MW | 50 | ||||
Achievement of shipment, threshold target | MW | 150 | ||||
Deferred tax liability | $ 4,105,000 | 4,100,000 | |||
Developed Technology Rights | Applied Cryo Technologies | |||||
Acquired | 26,300,000 | ||||
Developed Technology Rights | Frames Holding B.V. | |||||
Fair value of acquisition | 5,300,000 | ||||
Customer Relationships | Applied Cryo Technologies | |||||
Acquired | 26,600,000 | ||||
Customer Relationships | Frames Holding B.V. | |||||
Fair value of acquisition | 27,200,000 | ||||
Trade Names | Applied Cryo Technologies | |||||
Acquired | 13,700,000 | ||||
Trade Names | Frames Holding B.V. | |||||
Fair value of acquisition | 11,600,000 | ||||
Noncompete Agreements | Applied Cryo Technologies | |||||
Acquired | $ 3,900,000 | ||||
Noncompete Agreements | Frames Holding B.V. | |||||
Fair value of acquisition | $ 4,900,000 | ||||
Backlog | Frames Holding B.V. | |||||
Fair value of acquisition | $ 1,400,000 |
Investments - Available-for-sal
Investments - Available-for-sale securities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 1,242,933 |
Gross Unrealized Gains | 20 |
Gross Unrealized Losses | (2,688) |
Fair Value | 1,240,265 |
Aggregate fair value of available for sale securities | 969,000 |
Available for sale securities in a continuous unrealized loss position | 0 |
Corporate bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 228,614 |
Gross Unrealized Losses | (2,232) |
Fair Value | 226,382 |
U.S. Treasuries | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 1,014,319 |
Gross Unrealized Gains | 20 |
Gross Unrealized Losses | (456) |
Fair Value | $ 1,013,883 |
Investments - Equity Securities
Investments - Equity Securities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Debt and Equity Securities, FV-NI [Line Items] | |
Cost | $ 141,257 |
Gross Unrealized Gains | 7,312 |
Gross Unrealized Losses | (574) |
Fair Value | 147,995 |
Fixed income mutual funds | |
Debt and Equity Securities, FV-NI [Line Items] | |
Cost | 70,247 |
Gross Unrealized Losses | (574) |
Fair Value | 69,673 |
Exchange traded mutual funds | |
Debt and Equity Securities, FV-NI [Line Items] | |
Cost | 71,010 |
Gross Unrealized Gains | 7,312 |
Fair Value | $ 78,322 |
Investments - Contractual Matur
Investments - Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized Cost | ||
Within one year | $ 670,584 | |
After one through five years | 572,349 | |
Amortized Cost | 1,242,933 | |
Fair Value | ||
Within one year | 670,306 | |
After one through five years | 569,959 | |
Fair Value | 1,240,265 | |
Accrued interest income | $ 3,700 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value | ||
Assets, Carrying Amount | $ 5,950,076 | $ 2,251,282 |
Liabilities, Carrying amount | 1,344,380 | 784,363 |
Recurring basis | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 62,297 | 9,760 |
Recurring basis | Convertible senior notes | ||
Fair Value | ||
Liabilities, Fair value | 1,129,765 | 1,272,766 |
Recurring basis | Long-term debt | ||
Fair Value | ||
Liabilities, Fair value | 129,437 | 175,402 |
Recurring basis | Finance obligations | ||
Fair Value | ||
Liabilities, Fair value | 253,684 | 181,553 |
Recurring basis | Swaps and Forward Contracts | ||
Fair Value | ||
Liabilities, Fair value | 981 | |
Recurring basis | Cash and cash equivalents | ||
Fair Value | ||
Assets, Fair Value | 115,241 | |
Recurring basis | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 226,382 | |
Recurring basis | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 1,013,883 | |
Recurring basis | Equity securities | ||
Fair Value | ||
Assets, Fair Value | 147,995 | |
Recurring basis | Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Fair Value | 70 | |
Recurring basis | Level 1 | Swaps and Forward Contracts | ||
Fair Value | ||
Liabilities, Fair value | 981 | |
Recurring basis | Level 1 | Cash and cash equivalents | ||
Fair Value | ||
Assets, Fair Value | 115,241 | |
Recurring basis | Level 1 | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 1,013,883 | |
Recurring basis | Level 1 | Equity securities | ||
Fair Value | ||
Assets, Fair Value | 147,995 | |
Recurring basis | Level 1 | Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Fair Value | 70 | |
Recurring basis | Level 2 | Convertible senior notes | ||
Fair Value | ||
Liabilities, Fair value | 1,129,765 | 1,272,766 |
Recurring basis | Level 2 | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 226,382 | |
Recurring basis | Level 3 | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 62,297 | 9,760 |
Recurring basis | Level 3 | Long-term debt | ||
Fair Value | ||
Liabilities, Fair value | 129,437 | 175,402 |
Recurring basis | Level 3 | Finance obligations | ||
Fair Value | ||
Liabilities, Fair value | 253,684 | 181,553 |
Carrying value | Contingent consideration | ||
Fair Value | ||
Liabilities, Carrying amount | 62,297 | 9,760 |
Carrying value | Convertible senior notes | ||
Fair Value | ||
Liabilities, Carrying amount | 192,633 | 85,640 |
Carrying value | Long-term debt | ||
Fair Value | ||
Liabilities, Carrying amount | 128,046 | 175,402 |
Carrying value | Finance obligations | ||
Fair Value | ||
Liabilities, Carrying amount | 253,684 | $ 181,553 |
Carrying value | Swaps and Forward Contracts | ||
Fair Value | ||
Liabilities, Carrying amount | 981 | |
Carrying value | Cash and cash equivalents | ||
Fair Value | ||
Assets, Carrying Amount | 115,241 | |
Carrying value | Corporate bonds | ||
Fair Value | ||
Assets, Carrying Amount | 226,382 | |
Carrying value | U.S. Treasuries | ||
Fair Value | ||
Assets, Carrying Amount | 1,013,883 | |
Carrying value | Equity securities | ||
Fair Value | ||
Assets, Carrying Amount | 147,995 | |
Carrying value | Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Carrying Amount | $ 70 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net (loss) income attributable to common shareholders | $ (459,965) | $ (596,181) | $ (85,555) |
Denominator: | |||
Weighted average number of common stock outstanding, basic | 558,182,177 | 354,790,106 | 237,152,780 |
Weighted average number of common stock outstanding, diluted | 558,182,177 | 354,790,106 | 237,152,780 |
Earnings Per Share - Dilutive P
Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($) $ in Thousands | Jan. 07, 2021 | Jul. 01, 2020 | Nov. 01, 2018 | May 16, 2013 | Jan. 31, 2021 | Sep. 30, 2019 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Mar. 31, 2018 | Jul. 31, 2017 | Jul. 20, 2017 | Apr. 30, 2017 | Apr. 04, 2017 |
Earnings Per Share | ||||||||||||||||||||||
Number of dilutive potential common stock | 147,846,729 | 163,169,490 | 200,327,965 | |||||||||||||||||||
Convertible senior notes | $ 192,600 | $ 192,600 | ||||||||||||||||||||
3.75% Convertible Senior Notes | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Principal amount | $ 197,278 | $ 15,200 | $ 197,278 | $ 212,463 | $ 12,500 | $ 200,000 | ||||||||||||||||
Conversion of notes through common stock issuance | 0 | 0 | 0 | 3,016,036 | 3,000,000 | |||||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||||||||
7.5% Convertible Senior Note | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Principal amount | $ 40,000 | |||||||||||||||||||||
Conversion of notes through common stock issuance | 16,000,000 | 16,000,000 | ||||||||||||||||||||
Interest rate (as a percent) | 7.50% | 7.50% | 7.50% | 7.50% | ||||||||||||||||||
5.5% Convertible Senior Notes | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Principal amount | $ 160,000 | $ 160 | $ 33,500 | $ 33,500 | $ 100,000 | |||||||||||||||||
Conversion of notes through common stock issuance | 69,808 | 69,808 | 14,600,000 | |||||||||||||||||||
Repurchase amount | $ 33,500 | $ 33,500 | $ 66,300 | |||||||||||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |||||||||||||
Warrants issued with the Amazon, Inc transaction agreement | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | 55,286,696 | ||||||||||||||||||||
Number of warrants exercised (in shares) | 17,461,994 | 0 | ||||||||||||||||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 20,368,782 | 20,368,782 | 55,286,696 | 55,286,696 | ||||||||||||||||||
Number of warrants exercised (in shares) | 13,094,217 | 5,819,652 | ||||||||||||||||||||
Series C redeemable convertible preferred stock. | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Temporary Equity, Stock Issued During Period, Shares, New Issues | 10,431 | |||||||||||||||||||||
Series E Preferred Stock | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Temporary Equity, Stock Issued During Period, Shares, New Issues | 35,000 | |||||||||||||||||||||
Number of shares redeemed | 4,038 | |||||||||||||||||||||
Stock options | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Number of dilutive potential common stock | 23,806,909 | 10,284,498 | 23,013,590 | |||||||||||||||||||
Options granted | 16,502,335 | 3,509,549 | 3,221,892 | |||||||||||||||||||
Restricted stock outstanding | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Number of dilutive potential common stock | 4,851,873 | 5,874,642 | 4,608,560 | |||||||||||||||||||
Options granted | 1,894,356 | 3,227,149 | 3,201,892 | |||||||||||||||||||
Warrant | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Number of dilutive potential common stock | 80,017,181 | 104,753,740 | 110,573,392 | |||||||||||||||||||
Preferred stock | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Number of dilutive potential common stock | 2,998,527 | |||||||||||||||||||||
Convertible senior notes | ||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||
Number of dilutive potential common stock | 39,170,766 | 42,256,610 | 59,133,896 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory | ||
Raw materials and supplies - production locations | $ 187,449 | $ 92,221 |
Raw materials and supplies - customer locations | 16,294 | 12,405 |
Work-in-process | 58,341 | 29,349 |
Finished goods | 7,079 | 5,411 |
Inventory | $ 269,163 | $ 139,386 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, plant and equipment | |||
Property, plant, and equipment, gross | $ 284,747 | $ 96,735 | |
Less: accumulated depreciation | (29,124) | (22,186) | |
Property, plant, and equipment, net | 255,623 | 74,549 | |
Capitalized interest | 5,500 | 0 | |
Depreciation expense | 6,900 | 4,800 | $ 3,600 |
Land | |||
Property, plant and equipment | |||
Property, plant, and equipment, gross | 1,165 | 1,165 | |
Construction in progress | |||
Property, plant and equipment | |||
Property, plant, and equipment, gross | 169,415 | 15,590 | |
Software, machinery and equipment | |||
Property, plant and equipment | |||
Property, plant, and equipment, gross | 112,068 | 78,859 | |
Leasehold Improvements | |||
Property, plant and equipment | |||
Property, plant, and equipment, gross | $ 2,099 | $ 1,121 |
Equipment Related to Power Pu_3
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net - Components (Details) - USD ($) $ in Thousands | Dec. 31, 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 | $ 89,641 | $ 92,736 |
Less: accumulated depreciation | (16,739) | (16,929) |
Equipment related to power purchase agreements and fuel delivered to customers, net | $ 72,902 | $ 75,807 |
Equipment Related to Power Pu_4
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessor, Lease, Description [Line Items] | |||
Depreciation expense | $ 7.4 | $ 7.9 | $ 6.3 |
Impairment charge related to the tanks | 10.2 | $ 6.4 | |
Cost Of Revenue, Fuel Delivered To Customers | |||
Lessor, Lease, Description [Line Items] | |||
Termination costs | $ 17 | ||
Minimum | |||
Lessor, Lease, Description [Line Items] | |||
Lease term | 1 year | ||
Maximum | |||
Lessor, Lease, Description [Line Items] | |||
Lease term | 10 years |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Gross Carrying Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 22, 2021 | |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Gross Carrying Amount | $ 165,027 | $ 43,587 | ||
Accumulated Amortization | (6,819) | (4,336) | ||
Total | 158,208 | 39,251 | ||
Goodwill | 220,436 | 72,387 | ||
Increase in goodwill | 148,500 | |||
Translation loss on goodwill | 500 | |||
Goodwill impairments | 0 | 0 | $ 0 | |
EnergyOr | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Acquired | 1,500 | |||
Milestone payments | $ 3,000 | |||
American Fuel Cell LLC | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Milestone payments | 2,900 | |||
Protium | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Acquired | $ 928 | |||
Applied Cryo Technologies | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Weighted Average Amortization Period | 5 years | |||
Acquired | $ 70,484 | |||
Goodwill | 93,251 | |||
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 | 13 years | 10 years | ||
Gross Carrying Amount | $ 45,530 | $ 13,697 | ||
Accumulated Amortization | (5,392) | (4,042) | ||
Total | $ 40,138 | $ 9,655 | ||
Customer Relationships | Applied Cryo Technologies | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Acquired | $ 26,600 | |||
Customer relationships, Backlog & Trademark | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Weighted Average Amortization Period | 12 years | 6 years | ||
Gross Carrying Amount | $ 90,497 | $ 890 | ||
Accumulated Amortization | (1,427) | (294) | ||
Total | $ 89,070 | $ 596 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets and Goodwill | |||
Amortization of Intangible Assets | $ 2,469 | $ 1,135 | $ 698 |
Estimated amortization expense | |||
2022 | 21,032 | ||
2023 | 17,072 | ||
2024 | 17,015 | ||
2025 | 22,029 | ||
2026 and thereafter | 81,060 | ||
Total | $ 158,208 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Accrued payroll and compensation related costs | $ 22,005 | $ 29,167 |
Accrued accounts payable | 43,436 | 11,750 |
Accrued sales and other taxes | 10,632 | 3,665 |
Accrued interest | 429 | 649 |
Accrued other | 2,735 | 852 |
Total | $ 79,237 | $ 46,083 |
Operating and Finance Lease L_3
Operating and Finance Lease Liabilities - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Rental expense for all operating lease | $ 38.6 | $ 22.3 | $ 14.6 |
Gross profit on sale leaseback transactions | 99.8 | 61 | 26.2 |
Right of use assets obtained in exchange for new operating lease liabilities | 120.7 | 58.5 | $ 37.7 |
Finance lease cost | 2.1 | ||
Right of use assets, operating lease | 212.5 | 117 | |
Right of use assets, finance lease | 33.9 | 5.7 | |
Amortization of right-of-use asset from finance lease | 1.5 | 102 | |
Prepaid rent and security deposit | 3.5 | 5.8 | |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 30.2 | $ 4.1 | |
Master Lease Agreement | |||
Lessee, Lease, Description [Line Items] | |||
Operating and finance lease liability | $ 123.5 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease Term - as Lessee | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease Term - as Lessee | 9 years |
Operating and Finance Lease L_4
Operating and Finance Lease Liabilities - Future minimum lease payments under operating and finance leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Future minimum lease payments under operating lease | |
2022 | $ 51,538 |
2023 | 51,288 |
2024 | 50,437 |
2025 | 46,733 |
2026 | 38,760 |
2027 and thereafter | 37,342 |
Total future minimum lease payments | 276,098 |
Less imputed lease interest | (69,641) |
Total operating lease, liabilities | 206,457 |
Future minimum lease payments under finance leases | |
2022 | 6,402 |
2023 | 6,306 |
2024 | 6,278 |
2025 | 9,177 |
2026 | 5,847 |
2027 and thereafter | 773 |
Total future minimum lease payments | 34,783 |
Less imputed lease interest | (5,454) |
Total finance lease liabilities | 29,329 |
Future minimum lease payments under operating and finance leases | |
2022 | 57,940 |
2023 | 57,594 |
2024 | 56,715 |
2025 | 55,910 |
2026 | 44,607 |
2027 and thereafter | 38,115 |
Total future minimum payments | 310,881 |
Less imputed interest | (75,095) |
Total | $ 235,786 |
Operating and Finance Lease L_5
Operating and Finance Lease Liabilities - Other information related to the operating leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Operating Lease, Description [Abstract] | ||
Cash payments | $ 37,463 | $ 22,626 |
Weighted average remaining lease term (in years) | 5 years 7 months 6 days | 6 years |
Weighted average discount rate (as a percent) | 10.90% | 11.70% |
Operating and Finance Lease L_6
Operating and Finance Lease Liabilities - Other information related to the finance leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other information | ||
Cash payments | $ 3,648 | $ 471 |
Weighted average remaining lease term (years) | 4 years 6 months 21 days | 5 years 7 months 6 days |
Weighted average discount rate | 6.70% | 8.20% |
Finance Obligation - Narrative
Finance Obligation - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Sale Leaseback Transaction [Line Items] | ||
Total finance lease liabilities | $ 29,329 | |
Short term finance lease obligation | 4,718 | $ 903 |
Long term finance lease obligation | 24,611 | 4,493 |
Sale Leaseback Agreements | ||
Sale Leaseback Transaction [Line Items] | ||
Total finance lease liabilities | 16,993 | 23,900 |
Short term finance lease obligation | 4,500 | 8,000 |
Long term finance lease obligation | 12,500 | 15,900 |
Sale Leaseback Agreements | Future Services [Member] | ||
Sale Leaseback Transaction [Line Items] | ||
Total finance lease liabilities | 236,600 | 157,700 |
Short term finance lease obligation | 37,500 | 24,700 |
Long term finance lease obligation | $ 199,100 | $ 132,900 |
Finance Obligation - Future min
Finance Obligation - Future minimum payments under finance obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Future minimum lease payments under finance leases | ||
2022 | $ 6,402 | |
2023 | 6,306 | |
2024 | 6,278 | |
2025 | 9,177 | |
2026 | 5,847 | |
2027 and thereafter | 773 | |
Total future minimum lease payments | 34,783 | |
Less imputed lease interest | (5,454) | |
Total finance lease liabilities | 29,329 | |
Finance obligation | ||
Future minimum lease payments under finance leases | ||
2022 | 67,299 | |
2023 | 65,472 | |
2024 | 71,228 | |
2025 | 57,068 | |
2026 | 40,344 | |
2027 and thereafter | 28,843 | |
Total future minimum lease payments | 330,254 | |
Less imputed lease interest | (76,570) | |
Total finance lease liabilities | 253,684 | |
Sale of Future Revenue - Debt | ||
Future minimum lease payments under finance leases | ||
2022 | 62,080 | |
2023 | 62,080 | |
2024 | 62,080 | |
2025 | 56,824 | |
2026 | 40,100 | |
2027 and thereafter | 28,518 | |
Total future minimum lease payments | 311,682 | |
Less imputed lease interest | (74,991) | |
Total finance lease liabilities | 236,691 | |
Sale Leaseback Agreements | ||
Future minimum lease payments under finance leases | ||
2022 | 5,219 | |
2023 | 3,392 | |
2024 | 9,148 | |
2025 | 244 | |
2026 | 244 | |
2027 and thereafter | 325 | |
Total future minimum lease payments | 18,572 | |
Less imputed lease interest | (1,579) | |
Total finance lease liabilities | $ 16,993 | $ 23,900 |
Finance Obligation - Other info
Finance Obligation - Other information related to finance obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sale Leaseback Transaction [Line Items] | ||
Cash payments | $ 3,648 | $ 471 |
Weighted average remaining term (years) | 4 years 6 months 21 days | 5 years 7 months 6 days |
Weighted average discount rate | 6.70% | 8.20% |
Finance obligation | ||
Sale Leaseback Transaction [Line Items] | ||
Cash payments | $ 57,016,000 | $ 44,245,000 |
Weighted average remaining term (years) | 5 years 10 days | 5 years |
Weighted average discount rate | 10.80% | 11.30% |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | |
Long-Term Debt | ||||
Loss on extinguishment of debt | $ 17,686 | $ (518) | ||
Percent of securities in foreign subsidiaries guaranteed to secure debt | 65.00% | |||
Principal payments of long term debt | ||||
December 31, 2022 | $ 105,904 | |||
December 31, 2023 | 72,955 | |||
Incremental term loan | 128,000 | |||
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 | 118,900 | |||
Term Loan facility | United Hydrogen Group Inc | ||||
Principal payments of long term debt | ||||
Incremental term loan | $ 9,100 | |||
Generate Lending, LLC | Secured term loan facility | Loan and security agreement | ||||
Long-Term Debt | ||||
Loan Amount | $ 100,000 |
Convertible Senior Notes - Net
Convertible Senior Notes - Net proceeds (Details) $ / shares in Units, $ in Thousands | Jan. 07, 2021USD ($)shares | Jul. 01, 2020shares | May 18, 2020USD ($)D$ / shares | Jan. 31, 2021USD ($)shares | Nov. 30, 2020$ / sharesshares | Aug. 31, 2020$ / sharesshares | May 31, 2020USD ($)shares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2019USD ($)shares | Mar. 31, 2019$ / sharesshares | Feb. 28, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2021shares | Jun. 30, 2021shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | May 29, 2020USD ($) | Mar. 31, 2018USD ($) |
Convertible Senior Notes | |||||||||||||||||||||
Net proceeds | $ 108,925 | $ 65,259 | $ 83,668 | ||||||||||||||||||
Aggregate consideration | 90,238 | ||||||||||||||||||||
Conversion of convertible senior notes to common stock | 62,553 | ||||||||||||||||||||
Conversion of convertible senior notes to common stock | 15,345 | 62,553 | |||||||||||||||||||
Convertible senior notes | $ 192,600 | 192,600 | |||||||||||||||||||
Convertible senior note | 1,179 | 28,392 | |||||||||||||||||||
Proceeds from issuance of convertible senior notes, net | 205,098 | 39,052 | |||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 17,686 | $ (518) | |||||||||||||||||||
Closing stock price on grant date | $ / shares | $ 22.25 | $ 10.25 | $ 2.75 | $ 2.35 | $ 2.75 | ||||||||||||||||
Common stock shares issued | shares | 43,700,000 | 35,276,250 | 46,000,000 | 10,000,000 | 32.2 | ||||||||||||||||
3.75% Convertible Senior Notes | |||||||||||||||||||||
Convertible Senior Notes | |||||||||||||||||||||
Principal amount | $ 200,000 | $ 212,463 | $ 197,278 | $ 15,200 | $ 197,278 | $ 12,500 | |||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |||||||||||||
Net proceeds | $ 189,219 | ||||||||||||||||||||
Conversion of notes through common stock issuance | shares | 0 | 0 | 0 | 3,016,036 | 3,000,000 | ||||||||||||||||
Conversion of convertible senior notes to common stock | $ 15,200 | ||||||||||||||||||||
Maturity principal amount | $ 1 | ||||||||||||||||||||
Conversion rates for the notes (in shares) | 198.6196 | ||||||||||||||||||||
Conversion price, per share | $ / shares | $ 5.03 | ||||||||||||||||||||
Trading days | D | 20 | ||||||||||||||||||||
Consecutive trading days | D | 30 | ||||||||||||||||||||
Conversion price (as a percent) | 130.00% | ||||||||||||||||||||
Number of business days | 5 days | ||||||||||||||||||||
Number of consecutive trading days | 5 days | ||||||||||||||||||||
Principal amount (as a percent) | 98.00% | ||||||||||||||||||||
Percentage of principal amount to be redeemed | 100.00% | ||||||||||||||||||||
Effective interest rate (as a percent) | 4.50% | 4.50% | |||||||||||||||||||
Transaction costs for issuance | $ 7,000 | ||||||||||||||||||||
Initial purchasers' discount | 6,400 | 6,374 | |||||||||||||||||||
Other issuance costs | $ 600 | $ 617 | |||||||||||||||||||
Closing stock price on grant date | $ / shares | $ 28.23 | $ 28.23 | |||||||||||||||||||
Fair value of convertible senior notes | $ 1,100,000 | $ 1,100,000 | |||||||||||||||||||
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 | |||||||||||||||||||||
Principal amount | $ 40,000 | ||||||||||||||||||||
Interest rate (as a percent) | 7.50% | 7.50% | 7.50% | 7.50% | |||||||||||||||||
Conversion of notes through common stock issuance | shares | 16,000,000 | 16,000,000 | |||||||||||||||||||
Maturity principal amount | $ 48,000 | ||||||||||||||||||||
Proceeds from issuance of convertible senior notes, net | $ 39,100 | ||||||||||||||||||||
Percentage of principal amount to be redeemed | 120.00% | ||||||||||||||||||||
5.5% Convertible Senior Notes | |||||||||||||||||||||
Convertible Senior Notes | |||||||||||||||||||||
Principal amount | $ 160,000 | $ 160 | $ 33,500 | $ 33,500 | $ 100,000 | ||||||||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||||||||||
Repurchase of convertible senior notes | shares | 9,400,000 | ||||||||||||||||||||
Aggregate repurchase of debt | $ 128,900 | ||||||||||||||||||||
Aggregate consideration | 90,200 | ||||||||||||||||||||
Conversion of notes through common stock issuance | shares | 69,808 | 69,808 | 14,600,000 | ||||||||||||||||||
Maturity principal amount | 66,300 | ||||||||||||||||||||
Gain on early debt extinguishment | $ 13,200 | ||||||||||||||||||||
Percentage of principal amount to be redeemed | 100.00% | ||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 4,500 |
Convertible Senior Notes - Conv
Convertible Senior Notes - Conversion (Details) - USD ($) $ in Thousands | May 18, 2020 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 07, 2021 | May 29, 2020 | Mar. 31, 2018 |
Convertible Senior Notes | ||||||||||
Net proceeds | $ 108,925 | $ 65,259 | $ 83,668 | |||||||
5.5% Convertible Senior Notes | ||||||||||
Convertible Senior Notes | ||||||||||
Principal amount | $ 33,500 | $ 160 | $ 160,000 | $ 100,000 | ||||||
3.75% Convertible Senior Notes | ||||||||||
Convertible Senior Notes | ||||||||||
Principal amount | $ 200,000 | $ 212,463 | $ 197,278 | $ 15,200 | $ 12,500 | |||||
Less initial purchasers' discount | (6,400) | (6,374) | ||||||||
Less cost of related capped calls | (16,253) | |||||||||
Less other issuance costs | $ (600) | (617) | ||||||||
Net proceeds | $ 189,219 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Mar. 31, 2018 |
Convertible Senior Notes | |||||||||
Net carrying amount | $ 192,633 | $ 85,640 | |||||||
3.75% Convertible Senior Notes | |||||||||
Convertible Senior Notes | |||||||||
Principal amount | 197,278 | $ 15,200 | $ 212,463 | $ 12,500 | $ 200,000 | ||||
Unamortized debt issuance costs | (4,645) | ||||||||
Net carrying amount | $ 192,633 | ||||||||
5.5% Convertible Senior Notes | |||||||||
Convertible Senior Notes | |||||||||
Principal amount | $ 160 | $ 160,000 | $ 33,500 | $ 100,000 |
Convertible Senior Notes - Expe
Convertible Senior Notes - Expenses and Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs and discount on convertible senior notes | $ 3,018 | $ 17,061 | $ 9,006 |
3.75% Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest expense | 7,446 | ||
Amortization of debt issuance costs and discount on convertible senior notes | 1,670 | ||
Total | $ 9,116 | ||
Effective interest rate (as a percent) | 4.50% |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call and Common Stock Forward (Details) - USD ($) $ / shares in Units, $ in Thousands | May 18, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | May 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 07, 2021 | May 29, 2020 | Mar. 31, 2018 |
Capped Call and Common Stock Forward | ||||||||||||||
Share Price | $ 22.25 | $ 10.25 | $ 2.75 | $ 2.35 | ||||||||||
Common stock shares issued | 43,700,000 | 35,276,250 | 46,000,000 | 10,000,000 | 32.2 | |||||||||
Common Stock Forward | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Net cost incurred | $ 27,500 | |||||||||||||
Number of shares settled | 4,400,000 | 8.1 | ||||||||||||
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% | 3.75% | ||||||||
Principal amount | $ 200,000 | $ 212,463 | $ 197,278 | $ 15,200 | $ 12,500 | |||||||||
Share Price | $ 28.23 | |||||||||||||
Convertible senior notes | $ 1,100,000 | |||||||||||||
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 | |||||||||||||
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% | |||||||
Principal amount | $ 33,500 | $ 160 | $ 160,000 | $ 100,000 | ||||||||||
Percentage of principal amount to be redeemed | 100.00% | |||||||||||||
5.5% Convertible Senior Notes | Capped Call | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Capped call options amount | $ 16,000 | |||||||||||||
Cap price | $ 3.82 | |||||||||||||
Premium (as a percent) | 100.00% | |||||||||||||
Share Price | $ 1.91 | |||||||||||||
Recorded in additional paid-in capital | $ 24,200 | |||||||||||||
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 | Jan. 31, 2021USD ($)$ / sharesshares | Nov. 30, 2020USD ($)$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Feb. 28, 2021$ / sharesshares | Dec. 31, 2021USD ($)item$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2017shares |
Stockholders' equity | ||||||||||||
Preferred stock, Shares authorized | 5,000,000 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||||||||
Net proceeds from shares of common stock sold | $ | $ 927,300 | $ 344,400 | $ 120,400 | $ 23,500 | $ 3,587,833 | $ 1,271,714 | $ 158,343 | |||||
Common Stock Shares, Outstanding | 577,654,900 | 458,051,401 | ||||||||||
Common Stock, Shares, Issued | 594,729,610 | 473,977,469 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||||
Number of votes per share | item | 1 | |||||||||||
Common stock shares issued | 43,700,000 | 35,276,250 | 46,000,000 | 10,000,000 | 32.2 | |||||||
Share price (in dollars per share) | $ / shares | $ 22.25 | $ 10.25 | $ 2.75 | $ 2.35 | $ 2.75 | |||||||
Proceeds from exercise of warrants, net of transaction costs | $ | $ 15,445 | $ 14,089 | ||||||||||
Series A Junior Participating Cumulative Preferred Stock | ||||||||||||
Stockholders' equity | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||||||||
Common Stock Shares, Outstanding | 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 | 54,966,188 | ||||||||||
Common stock shares issued | 54,996,188 | |||||||||||
Per share price of shares of common stock | $ / shares | $ 29.2893 | $ 29.2893 | ||||||||||
At Market Issuance Sales Agreement | ||||||||||||
Stockholders' equity | ||||||||||||
Net proceeds from shares of common stock sold | $ | $ 14,500 | |||||||||||
Common stock shares issued | 6,300,000 | |||||||||||
Authorized amount | $ | $ 75,000 | |||||||||||
Public Offerings | ||||||||||||
Stockholders' equity | ||||||||||||
Net proceeds from shares of common stock sold | $ | $ 2,000,000 | $ 2,000,000 | ||||||||||
Common stock shares issued | 32,200,000 | 32,200,000 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 65 | $ 65 | $ 65 | |||||||||
Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017 | ||||||||||||
Stockholders' equity | ||||||||||||
Number of warrants exercised (in shares) | 75,655,478 | |||||||||||
Number of warrants were vested and exercisable | 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 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) $ in Millions | Nov. 01, 2018shares | May 31, 2020shares | Apr. 30, 2020shares | Nov. 30, 2018USD ($)shares | Dec. 31, 2021USD ($)installmentshares | Dec. 31, 2020shares | Dec. 31, 2019USD ($) |
Series C Redeemable Convertible Preferred Stock | |||||||
Redeemable preferred stock | |||||||
Number of shares of common stock issued on conversion of preferred stock | 1,858,256 | 923,819 | 0 | 0 | |||
Number of preferred shares that had been converted to common stock | 1,750 | 870 | |||||
Series E Redeemable Convertible Preferred Stock | |||||||
Redeemable preferred stock | |||||||
Shares issued (in shares) | 35,000 | ||||||
Net proceeds from public offering | $ | $ 30.9 | ||||||
Number of monthly installments | installment | 13 | ||||||
Redemption value for each installment | $ | $ 2.7 | ||||||
Preferred stock, dividends | $ | $ 1.8 | ||||||
Series E Preferred Stock | |||||||
Redeemable preferred stock | |||||||
Shares issued (in shares) | 35,000 | ||||||
Shares outstanding (in shares) | 0 | 0 | |||||
Number of preferred shares that had been converted to common stock | 30,462 |
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 ($)installment$ / sharesshares | Jul. 20, 2017USD ($) | Apr. 04, 2017USD ($)shares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Apr. 30, 2017shares |
Class of Warrant or Right [Line Items] | ||||||||||
Reduction in revenue | $ 10,900 | $ 399,700 | ||||||||
Selling, general and administrative | $ 179,852 | 79,348 | $ 43,202 | |||||||
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 | |||||||||
Provision for loss contracts related to service | (63,124) | $ (33,125) | 1,643 | |||||||
Amazon | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Risk-free interest rate | 0.58% | 0.58% | 0.58% | 0.58% | ||||||
Volatility | 75.00% | 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 | $ 13.81 | ||||||
Stock price | $ / shares | $ 33.91 | 15.47 | $ 33.91 | $ 33.91 | ||||||
Walmart | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Risk-free interest rate | 2.63% | |||||||||
Volatility | 95.00% | |||||||||
Expected average term | 8 years 6 months 18 days | |||||||||
Exercise price | $ / shares | $ 2.12 | |||||||||
Stock price | $ / shares | $ 1.24 | |||||||||
Warrants issued with the Amazon, Inc transaction agreement | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 55,286,696 | 55,286,696 | ||||||||
Reduction in revenue | $ 399,700 | $ 500 | $ 420,000 | 4,100 | ||||||
Number of warrants exercised (in shares) | shares | 17,461,994 | 0 | ||||||||
Warrant shares vested (in shares) | shares | 55,286,696 | 55,286,696 | 55,286,696 | 55,286,696 | ||||||
Fair value of warrants per share | $ / shares | $ 26.95 | $ 10.57 | ||||||||
Warrant percentage weighted average share price | 90.00% | |||||||||
Warrants issued with the Amazon, Inc transaction agreement | Amazon | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of warrants exercised (in shares) | shares | 17,461,994 | 0 | ||||||||
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 | $ 497 | $ 9,000 | $ 4,100 | |||||||
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 | 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 | $ 13.81 | |||||||
Fair value of warrants per share | $ / shares | $ 10.57 | |||||||||
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 | 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 | Nov. 02, 2020$ / shares | Jan. 01, 2019$ / shares | Jul. 20, 2017USD ($)installment$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Jul. 31, 2017shares |
Warrant Transaction Agreements | |||||||
Reduction in revenue | $ | $ 10.9 | $ 399.7 | |||||
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 | ||||||
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 | 20,368,782 | 55,286,696 | ||||
Reduction in revenue | $ | $ 6.1 | $ 5 | $ 2.4 | ||||
Cash payments to be received under agreement | $ | $ 200 | ||||||
Warrant shares vested (in shares) | 13,094,217 | ||||||
Number of warrants exercised (in shares) | 13,094,217 | 5,819,652 | |||||
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | |||||||
Warrant Transaction Agreements | |||||||
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 | ||||||
Amazon | |||||||
Warrant Transaction Agreements | |||||||
Risk-free interest rate | 0.58% | 0.58% | |||||
Volatility | 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 | |||||
Stock price | $ / shares | $ 15.47 | $ 33.91 | |||||
Walmart | |||||||
Warrant Transaction Agreements | |||||||
Risk-free interest rate | 2.63% | ||||||
Volatility | 95.00% | ||||||
Expected average term | 8 years 6 months 18 days | ||||||
Exercise price | $ / shares | $ 2.12 | ||||||
Stock price | $ / shares | $ 1.24 | ||||||
Walmart | Warrants issued with the Walmart Stores, Inc transaction agreement | |||||||
Warrant Transaction Agreements | |||||||
Number of warrants exercised (in shares) | 13,094,217 | 5,819,652 | |||||
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Net revenue | $ 502,342 | $ (93,237) | $ 229,975 |
Sales of fuel cell systems | |||
Revenue | |||
Net revenue | 225,229 | (55,091) | 130,757 |
Sale of hydrogen infrastructure | |||
Revenue | |||
Net revenue | 135,055 | (43,391) | 19,163 |
Sale of electrolyzers | |||
Revenue | |||
Net revenue | 16,667 | 4,187 | |
Sale of solutions | |||
Revenue | |||
Net revenue | 7,571 | ||
Services performed on fuel cell systems and related infrastructure | |||
Revenue | |||
Net revenue | 26,706 | (9,801) | 25,217 |
Power Purchase Agreements | |||
Revenue | |||
Net revenue | 35,153 | 26,620 | 25,553 |
Fuel delivered to customers | |||
Revenue | |||
Net revenue | 46,917 | (16,072) | 29,099 |
Sale of cryogenic equipment | |||
Revenue | |||
Net revenue | 8,255 | ||
Other | |||
Revenue | |||
Net revenue | $ 789 | $ 311 | $ 186 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue | ||
Accounts receivable | $ 92,675 | $ 43,041 |
Contract assets | 38,757 | 18,189 |
Contract liabilities | $ 183,090 | $ 76,285 |
Revenue - Changes in contract a
Revenue - Changes in contract assets and contract liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Contract assets | |
Net change in contract assets | $ (10,608) |
Sales of fuel cell systems | |
Contract assets | |
Transferred to receivables from contract assets recognized at the beginning of the period | (14,638) |
Contract assets assumed as part of acquisitions | 9,960 |
Revenue recognized and not billed as of the end of the period | 25,246 |
Net change in contract assets | 20,568 |
Contract liabilities | |
Increases due to cash received, net of amounts recognized as revenue during the period | 182,052 |
Contract liabilities assumed as part of acquisitions | 35,727 |
Revenue recognized that was included in the contract liability balance as of the beginning of the period | (110,974) |
Net change in contract liabilities | $ 106,805 |
Revenue - Estimated future reve
Revenue - Estimated future revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue | |
Total estimated future revenue | $ 682,418 |
Sales of fuel cell systems | |
Revenue | |
Total estimated future revenue | 23,142 |
Sale of hydrogen installations and other infrastructure | |
Revenue | |
Total estimated future revenue | 36,243 |
Sale of electrolyzers | |
Revenue | |
Total estimated future revenue | 49,158 |
Sale of oil and gas equipment | |
Revenue | |
Total estimated future revenue | 91,586 |
Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Total estimated future revenue | 102,362 |
Power Purchase Agreements | |
Revenue | |
Total estimated future revenue | 249,063 |
Fuel delivered to customers | |
Revenue | |
Total estimated future revenue | 61,602 |
Sale of cryogenic equipment | |
Revenue | |
Total estimated future revenue | 46,513 |
Other | |
Revenue | |
Total estimated future revenue | $ 22,749 |
Maximum | Sales of fuel cell systems | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 1 year |
Maximum | Sale of hydrogen installations and other infrastructure | |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue | ||
Capitalized contract costs | $ 428 | $ 1,500 |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumptions For Estimating Fair Value (Details) | May 12, 2021shares | Sep. 30, 2021USD ($)item$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Jul. 31, 2021shares | Nov. 30, 2020$ / shares | Aug. 31, 2020$ / shares | Mar. 31, 2019$ / shares | May 12, 2011shares |
Assumptions for estimating fair value | ||||||||||
Closing stock price on grant date | $ 2.75 | $ 22.25 | $ 10.25 | $ 2.35 | ||||||
Service Options Awards | ||||||||||
Employee Benefit Plans | ||||||||||
Compensation cost | $ | $ 17,400,000 | $ 41,500,000 | $ 8,400,000 | |||||||
Options granted | shares | 1,942,335 | 3,509,549 | 3,221,892 | |||||||
Assumptions for estimating fair value | ||||||||||
Expected term of options (years) | 6 years | 6 years | ||||||||
Risk Free interest rate, minimum (as a percent) | 0.61% | 0.37% | 1.52% | |||||||
Risk Free interest rate, maximum (as a percent) | 1.23% | 1.37% | 2.53% | |||||||
Volatility, minimum (as a percent) | 72.46% | 64.19% | 69.32% | |||||||
Volatility, maximum (as a percent) | 76.60% | 68.18% | 87.94% | |||||||
Dividend Yield | 0.00% | |||||||||
Service Options Awards | Minimum | ||||||||||
Assumptions for estimating fair value | ||||||||||
Expected term of options (years) | 3 years | |||||||||
Service Options Awards | Maximum | ||||||||||
Assumptions for estimating fair value | ||||||||||
Expected term of options (years) | 5 years | |||||||||
Performance Option Awards | ||||||||||
Employee Benefit Plans | ||||||||||
Options exercisable (as a percent) | 200.00% | |||||||||
Compensation cost | $ | $ 27,800,000 | |||||||||
Options granted | shares | 14,560,000 | |||||||||
Percentage of performance stock options | 0.33% | |||||||||
Percentage of performance stock options exercisable | 0.33% | |||||||||
Number of anniversaries | item | 3 | |||||||||
Threshold number of specified trading days | 30 days | |||||||||
Performance period | 3 years | |||||||||
Vesting period | 7 years | |||||||||
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 | |||||||||
Performance Option Awards | Minimum | ||||||||||
Assumptions for estimating fair value | ||||||||||
Expected term of options (years) | 0 years | |||||||||
Performance Option Awards | Maximum | ||||||||||
Assumptions for estimating fair value | ||||||||||
Expected term of options (years) | 3 years | |||||||||
Employees | Service Options Awards | ||||||||||
Employee Benefit Plans | ||||||||||
Expiration period | 10 years | |||||||||
Vesting period | 3 years | |||||||||
Board of Directors | Service Options Awards | ||||||||||
Employee Benefit Plans | ||||||||||
Vesting period | 1 year | |||||||||
Chief Executive Officer | Performance Option Awards | ||||||||||
Employee Benefit Plans | ||||||||||
Stock price hurdles | item | 2 | |||||||||
Amount of increments for exercise of stock options | $ | $ 0 | |||||||||
Chief Executive Officer | Performance Option Awards | VWAP equals or exceeds $35 | ||||||||||
Employee Benefit Plans | ||||||||||
Percentage of performance stock options | 25.00% | |||||||||
Volume weighted average price | $ 35 | |||||||||
Chief Executive Officer | Performance Option Awards | VWAP equals or exceeds $50 | ||||||||||
Employee Benefit Plans | ||||||||||
Percentage of performance stock options | 25.00% | |||||||||
Volume weighted average price | $ 50 | |||||||||
Chief Executive Officer | Performance Option Awards | VWAP equals or exceeds $65 | ||||||||||
Employee Benefit Plans | ||||||||||
Percentage of performance stock options | 16.675% | |||||||||
Volume weighted average price | $ 65 | |||||||||
Chief Executive Officer | Performance Option Awards | VWAP equals or exceeds $80 | ||||||||||
Employee Benefit Plans | ||||||||||
Percentage of performance stock options | 16.65% | |||||||||
Volume weighted average price | $ 80 | |||||||||
Chief Executive Officer | Performance Option Awards | VWAP equals or exceeds $100 | ||||||||||
Employee Benefit Plans | ||||||||||
Percentage of performance stock options | 16.675% | |||||||||
Volume weighted average price | $ 100 | |||||||||
Executive Officers Other Than Chief Executive Officer | Performance Option Awards | ||||||||||
Employee Benefit Plans | ||||||||||
Stock price hurdles | item | 2 | |||||||||
Amount of increments for exercise of stock options | $ | $ 1 | |||||||||
Executive Officers Other Than Chief Executive Officer | Performance Option Awards | VWAP equals or exceeds $35 | ||||||||||
Employee Benefit Plans | ||||||||||
Percentage of performance stock options | 25.00% | |||||||||
Volume weighted average price | $ 35 | |||||||||
Executive Officers Other Than Chief Executive Officer | Performance Option Awards | VWAP equals or exceeds $50 | ||||||||||
Employee Benefit Plans | ||||||||||
Percentage of performance stock options | 25.00% | |||||||||
Volume weighted average price | $ 50 | |||||||||
Executive Officers Other Than Chief Executive Officer | Performance Option Awards | VWAP equals or exceeds $100 | ||||||||||
Employee Benefit Plans | ||||||||||
Percentage of performance stock options | 50.00% | |||||||||
Volume weighted average price | $ 100 | |||||||||
the 2011 Plan | ||||||||||
Employee Benefit Plans | ||||||||||
Compensation cost | $ | $ 72,400,000 | $ 14,400,000 | $ 8,800,000 | |||||||
the 2011 Plan | Stock options | ||||||||||
Employee Benefit Plans | ||||||||||
Maximum number of common stock shares available for issuance | shares | 42,400,000 | 1,000,000 | ||||||||
Options granted | shares | 0 | |||||||||
2021 Stock Option Incentive Plan | Stock options | ||||||||||
Employee Benefit Plans | ||||||||||
Maximum number of common stock shares available for issuance | shares | 22,500,000 | |||||||||
Number of options available for issuance (in shares) | shares | 473,491 | |||||||||
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 ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Service Options Awards | |||
Shares | |||
Options outstanding, beginning balance (in shares) | 10,284,498 | ||
Granted (in shares) | 1,942,335 | 3,509,549 | 3,221,892 |
Exercised (in shares) | (2,331,656) | ||
Forfeited (in shares) | (104,168) | ||
Expired (in shares) | (4,100) | ||
Options outstanding, end balance (in shares) | 9,786,909 | 10,284,498 | |
Options exercisable (in shares) | 4,724,624 | ||
Options unvested (in shares) | 5,062,285 | ||
Weighted Average Exercise Price | |||
Options outstanding, beginning balance, weighted-average exercise price | $ 5.78 | ||
Granted, weighted-average exercise price | 32.52 | ||
Exercised, weighted-average exercise price | 3.23 | ||
Forfeited, weighted-average exercise price | 10.63 | ||
Expired, weighted-average exercise price | 6.10 | ||
Options outstanding, end balance, weighted-average exercise price | 11.65 | $ 5.78 | |
Options exercisable, weighted-average exercise price | 4.37 | ||
Options unvested, weighted-average exercise price | $ 18.44 | ||
Stock option activity additional disclosures | |||
Options outstanding, weighted-average remaining contractual term | 7 years 8 months 12 days | 7 years 9 months 18 days | |
Options exercisable, weighted-average remaining contractual term | 6 years 6 months | ||
Options unvested, weighted-average remaining contractual term | 8 years 9 months 18 days | ||
Options outstanding, aggregate intrinsic value | $ 172,412,000 | $ 289,316,000 | |
Options exercisable, aggregate intrinsic value | 112,715,000 | ||
Options unvested, aggregate intrinsic value | $ 59,697,000 | ||
Weighted-average grant date fair value of options granted (per share) | $ 19.80 | $ 7.22 | $ 1.67 |
Fair value of stock options that vested during the period | $ 11,000,000 | $ 5,900,000 | $ 6,100,000 |
Compensation cost | 17,400,000 | 41,500,000 | 8,400,000 |
Unrecognized compensation cost | $ 46,200,000 | 41,500,000 | |
Period for recognition | 1 year 5 months 26 days | ||
Intrinsic fair value of options exercised | $ 115,500,000 | $ 145,000,000 | $ 2,000,000 |
Performance Option Awards | |||
Shares | |||
Granted (in shares) | 14,560,000 | ||
Exercised (in shares) | 0 | ||
Forfeited (in shares) | (540,000) | ||
Options outstanding, end balance (in shares) | 14,020,000 | ||
Options unvested (in shares) | 14,020,000 | ||
Weighted Average Exercise Price | |||
Granted, weighted-average exercise price | $ 26.92 | ||
Forfeited, weighted-average exercise price | 26.92 | ||
Options outstanding, end balance, weighted-average exercise price | 26.92 | ||
Options unvested, weighted-average exercise price | $ 26.92 | ||
Stock option activity additional disclosures | |||
Options outstanding, weighted-average remaining contractual term | 6 years 8 months 12 days | ||
Options unvested, weighted-average remaining contractual term | 6 years 8 months 12 days | ||
Options outstanding, aggregate intrinsic value | $ 18,366 | ||
Options unvested, aggregate intrinsic value | $ 18,366 | ||
Weighted-average grant date fair value of options granted (per share) | $ 12.70 | ||
Compensation cost | $ 27,800,000 | ||
Unrecognized compensation cost | $ 150,200,000 | ||
Period for recognition | 2 years 8 months 23 days |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Activity (Details) - Restricted stock outstanding - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plans | |||
Compensation cost | $ 27,200 | $ 7,600 | $ 2,800 |
Unrecognized compensation cost | $ 74,500 | 41,500 | 8,400 |
Period for recognition | 2 years 3 months 18 days | ||
Fair value of restricted stock units vested | $ 76,000 | $ 23,300 | $ 2,000 |
Shares | |||
Unvested restricted stock, beginning balance (in shares) | 5,874,642 | ||
Granted (in shares) | 1,894,356 | ||
Vested (in shares) | (2,807,124) | ||
Forfeited (in shares) | (110,001) | ||
Unvested restricted stock, end balance (in shares) | 4,851,873 | 5,874,642 | |
Weighted Average Grant Date Fair Value | |||
Unvested restricted stock, beginning balance, weighted average grant date fair value | $ 7.88 | ||
Granted, weighted average grant date fair value | 32.35 | $ 12.61 | $ 2.30 |
Vested, weighted average grant date fair value | 6.19 | ||
Forfeited, weighted average grant date fair value | 11.23 | ||
Unvested restricted stock, end balance, weighted average grant date fair value | $ 21.59 | $ 7.88 | |
Aggregate Intrinsic Value | |||
Unvested restricted stock, end balance, aggregate intrinsic value | $ 136,968 | ||
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Non Employee Director | |||
Non-Employee Benefit Plan Compensation | |||
Granted (in shares) | 12,258 | 36,175 | 114,285 |
Compensation cost | $ 372 | $ 228 | $ 243 |
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 | 90,580 | 403,474 | 841,539 |
Total expense (including issuance of shares) | $ 4,300 | $ 2,600 | $ 1,900 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Components of loss before income taxes and income tax benefit | |||
Loss before income taxes | $ (476,162) | $ (627,000) | $ (83,743) |
Income tax benefit | 16,197 | 30,845 | |
Net loss attributable to the Company | (459,965) | (596,155) | (83,743) |
Significant components of deferred income tax expense (benefit) | |||
Deferred tax (benefit) expense | (50,935) | (31,475) | (11,047) |
Net operating loss carryforward generated | (107,536) | (52,287) | (5,369) |
Valuation allowance increase (decrease) | 142,274 | 52,917 | 16,416 |
Benefit for income taxes | (16,197) | (30,845) | |
U.S. | |||
Components of loss before income taxes and income tax benefit | |||
Loss before income taxes | (466,825) | (624,302) | (82,188) |
Income tax benefit | 16,540 | 30,845 | |
Net loss attributable to the Company | (450,285) | (593,457) | (82,188) |
Significant components of deferred income tax expense (benefit) | |||
Deferred tax (benefit) expense | (51,999) | (31,408) | (10,621) |
Net operating loss carryforward generated | (105,498) | (51,849) | (5,099) |
Valuation allowance increase (decrease) | 140,957 | 52,412 | 15,720 |
Benefit for income taxes | (16,540) | (30,845) | |
Foreign | |||
Components of loss before income taxes and income tax benefit | |||
Loss before income taxes | (9,337) | (2,698) | (1,555) |
Income tax benefit | (343) | ||
Net loss attributable to the Company | (9,680) | (2,698) | (1,555) |
Significant components of deferred income tax expense (benefit) | |||
Deferred tax (benefit) expense | 1,064 | (67) | (426) |
Net operating loss carryforward generated | (2,038) | (438) | (270) |
Valuation allowance increase (decrease) | 1,317 | $ 505 | $ 696 |
Benefit for income taxes | $ 343 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective income tax rate reconciliation | |||
U.S. Federal statutory tax rate | (21.00%) | (21.00%) | (21.00%) |
Deferred state taxes | (0.60%) | (2.30%) | 1.36% |
Common stock warrant liability | (6.00%) | 13.40% | 0.00% |
Section 162M Disallowance | 1.10% | 0.00% | 0.00% |
Equity Compensation | (4.30%) | 0.00% | 0.00% |
Provision to return and deferred tax asset adjustments | (1.30%) | 0.00% | 0.00% |
Change in U.S. Federal/Foreign statutory tax rate | 0.30% | 0.00% | 0.00% |
Other, net | (1.50%) | (3.50%) | (0.48%) |
Change in valuation allowance | 29.90% | 8.40% | 20.14% |
Total effective income tax rate | (3.40%) | (5.00%) | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Significant components of the Company's deferred tax assets and liabilities | ||
Intangible assets | $ 1,197 | |
Deferred revenue | $ 24,660 | 16,274 |
Interest expense | 29,095 | 21,183 |
Other reserves and accruals | 30,730 | 5,087 |
Tax credit carryforwards | 10,249 | 5,613 |
Amortization of stock-based compensation | 13,904 | 3,900 |
Non-Compensatory warrants | 4,115 | 5,020 |
Capitalized research & development expenditures | 42,525 | 35,353 |
Right of use liability (operating leases) | 6,603 | 27,715 |
Net operating loss carryforwards | 217,812 | 120,992 |
Total deferred tax asset | 379,693 | 242,334 |
Valuation allowance | (313,868) | (171,594) |
Net deferred tax assets | 65,825 | 70,740 |
Intangible assets | (34,342) | (7,360) |
Convertible debt | (27,346) | (27,420) |
Right of use asset (operating leases) | (732) | (27,684) |
Other reserves and accruals | (12) | |
Property, plant and equipment and right of use assets | (8,489) | (9,191) |
Deferred tax liability | (70,909) | (71,667) |
Net | (5,084) | (927) |
U.S. | ||
Significant components of the Company's deferred tax assets and liabilities | ||
Deferred revenue | 24,514 | 16,082 |
Interest expense | 29,095 | 21,183 |
Other reserves and accruals | 23,398 | 5,087 |
Tax credit carryforwards | 8,960 | 4,360 |
Amortization of stock-based compensation | 13,904 | 3,900 |
Non-Compensatory warrants | 4,115 | 5,020 |
Capitalized research & development expenditures | 37,912 | 30,870 |
Right of use liability (operating leases) | 6,118 | 27,715 |
Net operating loss carryforwards | 205,760 | 110,978 |
Total deferred tax asset | 353,776 | 225,195 |
Valuation allowance | (295,424) | (154,467) |
Net deferred tax assets | 58,352 | 70,728 |
Intangible assets | (23,244) | (7,360) |
Convertible debt | (27,346) | (27,420) |
Right of use asset (operating leases) | (247) | (27,684) |
Property, plant and equipment and right of use assets | (8,489) | (9,191) |
Deferred tax liability | (59,326) | (71,655) |
Net | (974) | (927) |
Foreign | ||
Significant components of the Company's deferred tax assets and liabilities | ||
Intangible assets | 1,197 | |
Deferred revenue | 146 | 192 |
Other reserves and accruals | 7,332 | |
Tax credit carryforwards | 1,289 | 1,253 |
Capitalized research & development expenditures | 4,613 | 4,483 |
Right of use liability (operating leases) | 485 | |
Net operating loss carryforwards | 12,052 | 10,014 |
Total deferred tax asset | 25,917 | 17,139 |
Valuation allowance | (18,444) | (17,127) |
Net deferred tax assets | 7,473 | 12 |
Intangible assets | (11,098) | |
Right of use asset (operating leases) | (485) | |
Other reserves and accruals | (12) | |
Deferred tax liability | (11,583) | $ (12) |
Net | $ (4,110) |
Income Taxes - Change In Valuat
Income Taxes - Change In Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in valuation allowance | |||
Increase in valuation allowance for current year increase in net operating losses | $ 108,540 | ||
Increase in valuation allowance for current year net increase in deferred tax assets other than net operating losses | 50,660 | ||
Increase in valuation allowance due to change in tax rates | (16,926) | ||
Net increase in valuation allowance | 142,274 | $ 52,917 | $ 16,416 |
U.S. | |||
Change in valuation allowance | |||
Increase in valuation allowance for current year increase in net operating losses | 105,544 | ||
Increase in valuation allowance for current year net increase in deferred tax assets other than net operating losses | 49,974 | ||
Increase in valuation allowance due to change in tax rates | (14,561) | ||
Net increase in valuation allowance | 140,957 | 52,412 | 15,720 |
Foreign | |||
Change in valuation allowance | |||
Increase in valuation allowance for current year increase in net operating losses | 2,996 | ||
Increase in valuation allowance for current year net increase in deferred tax assets other than net operating losses | 686 | ||
Increase in valuation allowance due to change in tax rates | (2,365) | ||
Net increase in valuation allowance | $ 1,317 | $ 505 | $ 696 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | ||
Pre-change net operating losses that can be used in future years | $ 13,500 | |
Net operating losses post-change years are not subject to limitation | 892,100 | |
Deferred tax assets, U.S. net operating loss carryforwards | 905,600 | |
Amount of net operating loss carryforwards that will expire due to IRC Section 382 limitations | 9,000 | |
Net operating loss carryforwards | 217,812 | $ 120,992 |
Un-repatriated foreign earnings | 0 | |
Restated adjustment | ||
Income taxes | ||
Net operating loss carryforwards | 736,500 | |
Canada | ||
Income taxes | ||
Research and experimental development expenditure carryforwards | 17,700 | |
Canadian ITC credit carryforwards | 1,300 | |
Foreign | ||
Income taxes | ||
Net operating loss carryforwards | 12,052 | $ 10,014 |
Foreign | French | ||
Income taxes | ||
Unused net operating loss carryforwards | 29,600 | |
Foreign | Canada | ||
Income taxes | ||
Net operating loss carryforwards | 10,900 | |
Foreign | Netherlands | ||
Income taxes | ||
Unused net operating loss carryforwards | $ 2,900 | |
Operating loss carried forward period | 6 years |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income tax benefit related to deferred taxes | $ 16,500 | |
DTAs recorded | 379,693 | $ 242,334 |
Netherlands | ||
DTAs recorded | 17,700 | |
DTLs recorded | $ 21,800 |
Commitments and Contingencies -
Commitments and Contingencies - Concentrations of Credit Risk (Details) $ in Thousands | Dec. 31, 2020USD ($)customer | Jul. 20, 2017USD ($) | Dec. 31, 2021USD ($)customer | Dec. 31, 2020USD ($)customer | Dec. 31, 2019USD ($)customer |
Customer Concentration | |||||
Restricted cash | $ 169,000 | $ 275,100 | $ 169,000 | ||
Restricted Cash | 650,900 | ||||
Letter of credit | 152,400 | 286,000 | 152,400 | ||
Construction escrow | 0 | 67,700 | 0 | ||
Consideration held by paying agent. | 10,000 | ||||
Reduction in revenue | $ 10,900 | 399,700 | |||
Consolidated revenue | 502,342 | (93,237) | $ 229,975 | ||
Letter of Credit | |||||
Customer Concentration | |||||
Letter of credit | $ 500 | $ 0 | $ 500 | ||
Accounts receivable | Customer concentration | Customers | |||||
Customer Concentration | |||||
Number of customers | customer | 2 | 1 | 2 | ||
Concentration risk (as a percent) | 46.60% | 62.60% | |||
Revenues | Customer concentration | Customers | |||||
Customer Concentration | |||||
Number of customers | customer | 2 | 3 | 2 | 2 | |
Concentration risk (as a percent) | 75.70% | 156.20% | 49.70% | ||
Warrants issued with the Amazon, Inc transaction agreement | |||||
Customer Concentration | |||||
Reduction in revenue | $ 399,700 | $ 500 | $ 420,000 | $ 4,100 | |
Warrants issued with the Amazon, Inc transaction agreement | Customer concentration | Amazon | |||||
Customer Concentration | |||||
Consolidated revenue | $ 310,100 | ||||
Warrants issued with the Amazon, Inc transaction agreement | Revenues | Customer concentration | Amazon | |||||
Customer Concentration | |||||
Concentration risk (as a percent) | 332.40% | ||||
Provision for common stock warrants | $ 420,000 |
Segment and Geographic Area R_3
Segment and Geographic Area Reporting (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 502,342 | $ (93,237) | $ 229,975 |
Long-Lived Assets | $ 573,556 | 273,096 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 476,245 | (100,522) | 228,257 |
Long-Lived Assets | 570,778 | 273,096 | |
Other Member | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 26,097 | $ 7,285 | $ 1,718 |
Long-Lived Assets | $ 2,778 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - Joule Processing LLC $ in Millions | Jan. 14, 2022USD ($) |
Subsequent Events | |
Purchase price | $ 160 |
Value of future earnouts given for acquisition | $ 130 |