Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document and Entity Information: | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-34392 | |
Entity Registrant Name | PLUG POWER INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-3672377 | |
Entity Address, Address Line One | 968 ALBANY SHAKER ROAD | |
Entity Address, City or Town | LATHAM | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 12110 | |
City Area Code | 518 | |
Local Phone Number | 782-7700 | |
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | PLUG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 582,904,421 | |
Entity Central Index Key | 0001093691 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,747,753 | $ 2,481,269 |
Restricted cash | 156,686 | 118,633 |
Available-for-sale securities, at fair value (amortized cost $845,509 and allowance for credit losses of $0 at September 30, 2022 and amortized cost $1,242,933 and allowance for credit losses of $0 at December 31, 2021) | 819,440 | 1,240,265 |
Equity securities | 130,121 | 147,995 |
Accounts receivable | 95,472 | 92,675 |
Inventory | 516,280 | 269,163 |
Contract assets | 50,394 | 38,637 |
Prepaid expenses and other current assets | 135,506 | 59,888 |
Total current assets | 3,651,652 | 4,448,525 |
Restricted cash | 650,651 | 532,292 |
Property, plant, and equipment, net | 607,268 | 255,623 |
Right of use assets related to finance leases, net | 49,603 | 32,494 |
Right of use assets related to operating leases, net | 311,878 | 212,537 |
Equipment related to power purchase agreements and fuel delivered to customers, net | 88,490 | 72,902 |
Contract assets | 20,485 | 120 |
Goodwill | 230,719 | 220,436 |
Intangible assets, net | 195,647 | 158,208 |
Investments in non-consolidated entities and non-marketable equity securities | 41,162 | 12,892 |
Other assets | 11,249 | 4,047 |
Total assets | 5,858,804 | 5,950,076 |
Current liabilities: | ||
Accounts payable | 199,865 | 92,307 |
Accrued expenses | 157,479 | 79,237 |
Deferred revenue and other contract liabilities | 108,026 | 116,377 |
Operating lease liabilities | 43,363 | 30,822 |
Finance lease liabilities | 7,216 | 4,718 |
Finance obligations | 53,236 | 42,040 |
Current portion of long-term debt | 937 | 15,252 |
Contingent consideration, loss accrual for service contracts, and other current liabilities | 29,269 | 39,800 |
Total current liabilities | 599,391 | 420,553 |
Deferred revenue and other contract liabilities | 81,119 | 66,713 |
Operating lease liabilities | 245,715 | 175,635 |
Finance lease liabilities | 35,864 | 24,611 |
Finance obligations | 250,358 | 211,644 |
Convertible senior notes, net | 193,592 | 192,633 |
Long-term debt | 65,325 | 112,794 |
Contingent consideration, loss accrual for service contracts, and other liabilities | 163,864 | 139,797 |
Total liabilities | 1,635,228 | 1,344,380 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 1,500,000,000 shares authorized; Issued (including shares in treasury): 598,777,468 at September 30, 2022 and 594,729,610 at December 31, 2021 | 5,988 | 5,947 |
Additional paid-in capital | 7,245,396 | 7,070,710 |
Accumulated other comprehensive loss | (35,025) | (1,532) |
Accumulated deficit | (2,897,446) | (2,396,903) |
Less common stock in treasury: 18,015,881 at September 30, 2022 and 17,074,710 at December 31, 2021 | (95,337) | (72,526) |
Total stockholders' equity | 4,223,576 | 4,605,696 |
Total liabilities and stockholders' equity | $ 5,858,804 | $ 5,950,076 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets | ||
Amortized cost | $ 845,509 | $ 1,242,933 |
Allowance for Credit Losses | $ 0 | $ 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 | 598,777,468 | 594,729,610 |
Common stock in treasury, shares | 18,015,881 | 17,074,710 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net revenue: | ||||
Net revenue | $ 188,628 | $ 143,922 | $ 480,698 | $ 340,437 |
Cost of revenue: | ||||
Provision for loss contracts related to service | 5,727 | 7,462 | 8,843 | 15,641 |
Total cost of revenue | 234,691 | 175,000 | 594,576 | 423,984 |
Gross loss | (46,063) | (31,078) | (113,878) | (83,547) |
Operating expenses: | ||||
Research and development | 28,105 | 16,634 | 72,123 | 37,623 |
Selling, general and administrative | 85,578 | 42,421 | 262,420 | 106,652 |
Change in fair value of contingent consideration | 8,530 | (2,605) | 8,760 | |
Total operating expenses | 113,683 | 67,585 | 331,938 | 153,035 |
Operating loss | (159,746) | (98,663) | (445,816) | (236,582) |
Interest income | 13,429 | 4,151 | 19,321 | 5,664 |
Interest expense | (9,020) | (9,512) | (28,871) | (33,559) |
Other expense, net | (5,399) | (50) | (9,164) | (318) |
Realized loss on investments, net | (254) | (1,315) | (236) | |
Change in fair value of equity securities | (4,221) | (607) | (22,864) | (284) |
Loss on equity method investments | (4,280) | (1,736) | (10,304) | (1,736) |
Loss before income taxes | (169,237) | (106,671) | (499,013) | (267,051) |
Income tax expense | 1,521 | 0 | 1,530 | 0 |
Net loss | $ (170,758) | $ (106,671) | $ (500,543) | $ (267,051) |
Net loss per share: | ||||
Net loss per share, basic | $ (0.30) | $ (0.19) | $ (0.87) | $ (0.48) |
Net loss per share, diluted | $ (0.30) | $ (0.19) | $ (0.87) | $ (0.48) |
Weighted average number of common stock outstanding, basic | 578,043,278 | 574,520,806 | 578,217,636 | 551,894,779 |
Weighted average number of common stock outstanding, diluted | 578,043,278 | 574,520,806 | 578,217,636 | 551,894,779 |
Sales of fuel cell systems, related infrastructure and equipment | ||||
Net revenue: | ||||
Net revenue | $ 157,985 | $ 115,999 | $ 383,065 | $ 262,049 |
Cost of revenue: | ||||
Cost of revenue | 127,381 | 89,235 | 310,362 | 198,122 |
Services performed on fuel cell systems and related infrastructure | ||||
Net revenue: | ||||
Net revenue | 8,406 | 6,677 | 25,468 | 18,397 |
Cost of revenue: | ||||
Cost of revenue | 12,619 | 18,697 | 38,106 | 47,258 |
Power purchase agreements | ||||
Net revenue: | ||||
Net revenue | 9,524 | 9,321 | 30,730 | 25,508 |
Cost of revenue: | ||||
Cost of revenue | 35,549 | 31,199 | 102,194 | 71,776 |
Fuel delivered to customers and related equipment | ||||
Net revenue: | ||||
Net revenue | 12,389 | 11,556 | 40,289 | 33,804 |
Cost of revenue: | ||||
Cost of revenue | 53,129 | 27,857 | 134,008 | 90,331 |
Other | ||||
Net revenue: | ||||
Net revenue | 324 | 369 | 1,146 | 679 |
Cost of revenue: | ||||
Cost of revenue | $ 286 | $ 550 | $ 1,063 | $ 856 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Consolidated Statements of Comprehensive Loss | ||||
Net loss | $ (170,758) | $ (106,671) | $ (500,543) | $ (267,051) |
Foreign currency translation loss | (1,044) | (172) | (10,092) | (714) |
Change in net unrealized loss on available-for-sale securities | (4,992) | (2,200) | (23,401) | (4,075) |
Comprehensive loss attributable to the Company | $ (176,794) | $ (109,043) | $ (534,036) | $ (271,840) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock Private placement | Common Stock | Additional Paid-in-Capital Private placement | Additional Paid-in-Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | Private placement | Total |
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 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (60,746) | (60,746) | |||||||
Other comprehensive (loss) gain | (1,031) | (1,031) | |||||||
Stock-based compensation | 9,695 | 9,695 | |||||||
Stock-based compensation (in shares) | 15,166 | ||||||||
Issuance of common stock, net | $ 549 | $ 322 | $ 1,564,088 | 2,022,866 | $ 1,564,637 | 2,023,188 | |||
Issuance of common stock, net (in shares) | 54,966,188 | 32,200,000 | |||||||
Stock option exercises | $ 18 | 4,691 | 4,709 | ||||||
Stock option exercises (in shares) | 1,758,375 | ||||||||
Exercise of warrants | $ 163 | 15,282 | 15,445 | ||||||
Exercise of warrants (in shares) | 16,308,978 | ||||||||
Provision for common stock warrants | 1,601 | 1,601 | |||||||
Conversion of 3.75% Convertible Senior Note | $ 30 | 15,155 | 15,185 | ||||||
Conversion of 3.75% Convertible Senior Note (in shares) | 3,016,036 | ||||||||
Repurchase of 5.5% Convertible Senior Notes, net of income tax benefit | $ 1 | 159 | 160 | ||||||
Repurchase of 5.5% Convertible Senior Notes, net of income tax benefit (in shares) | 69,808 | ||||||||
Balance (ASU 2020-06) at Mar. 31, 2021 | (130,249) | 9,550 | (120,699) | ||||||
Balance at Mar. 31, 2021 | $ 5,823 | 6,949,938 | 1,420 | $ (40,434) | (1,997,684) | 4,919,063 | |||
Balance (in shares) at Mar. 31, 2021 | 582,312,020 | 15,926,068 | |||||||
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 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | $ (267,051) | ||||||||
Stock option exercises (in shares) | 0 | ||||||||
Balance (ASU 2020-06) at Sep. 30, 2021 | 1 | $ 1 | |||||||
Balance at Sep. 30, 2021 | $ 5,930 | 6,978,454 | (2,338) | $ (71,168) | (2,203,989) | 4,706,889 | |||
Balance (in shares) at Sep. 30, 2021 | 593,077,995 | 17,032,648 | |||||||
Balance (ASU 2020-06) at Mar. 31, 2021 | (130,249) | 9,550 | (120,699) | ||||||
Balance at Mar. 31, 2021 | $ 5,823 | 6,949,938 | 1,420 | $ (40,434) | (1,997,684) | 4,919,063 | |||
Balance (in shares) at Mar. 31, 2021 | 582,312,020 | 15,926,068 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (99,634) | (99,634) | |||||||
Other comprehensive (loss) gain | (1,386) | (1,386) | |||||||
Stock-based compensation | 11,120 | 11,120 | |||||||
Stock option exercises | (4) | (4) | |||||||
Stock option exercises (in shares) | 2,075 | ||||||||
Exercise of warrants | $ 45 | (40) | 5 | ||||||
Exercise of warrants (in shares) | 4,534,130 | ||||||||
Provision for common stock warrants | 1,642 | 1,642 | |||||||
Balance (ASU 2020-06) at Jun. 30, 2021 | 64 | (1) | 63 | ||||||
Balance at Jun. 30, 2021 | $ 5,868 | 6,962,720 | 34 | $ (40,434) | (2,097,319) | 4,830,869 | |||
Balance (in shares) at Jun. 30, 2021 | 586,848,225 | 15,926,068 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (106,671) | (106,671) | |||||||
Other comprehensive (loss) gain | (2,372) | (2,372) | |||||||
Stock-based compensation | 13,998 | 13,998 | |||||||
Stock-based compensation (in shares) | 46,242 | ||||||||
Issuance of common stock, net | 5 | 5 | |||||||
Stock option exercises | $ 28 | 583 | $ (30,734) | (30,123) | |||||
Stock option exercises (in shares) | 2,815,652 | 1,106,580 | |||||||
Exercise of warrants | $ 34 | (39) | (5) | ||||||
Exercise of warrants (in shares) | 3,367,876 | ||||||||
Provision for common stock warrants | 1,187 | 1,187 | |||||||
Balance (ASU 2020-06) at Sep. 30, 2021 | 1 | 1 | |||||||
Balance at Sep. 30, 2021 | $ 5,930 | 6,978,454 | (2,338) | $ (71,168) | (2,203,989) | 4,706,889 | |||
Balance (in shares) at Sep. 30, 2021 | 593,077,995 | 17,032,648 | |||||||
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 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (156,489) | $ (156,489) | |||||||
Other comprehensive (loss) gain | (16,930) | (16,930) | |||||||
Stock-based compensation | $ 2 | 43,384 | 43,386 | ||||||
Stock-based compensation (in shares) | 226,221 | ||||||||
Stock option exercises and issuance of shares of restricted common stock | $ 3 | 288 | 291 | ||||||
Stock option exercises and issuance of shares of restricted common stock (in shares) | 253,525 | ||||||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock | $ (1,465) | (1,465) | |||||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock (in shares) | 71,627 | ||||||||
Provision for common stock warrants | 1,743 | 1,743 | |||||||
Balance at Mar. 31, 2022 | $ 5,952 | 7,116,125 | (18,462) | $ (73,991) | (2,553,392) | 4,476,232 | |||
Balance (in shares) at Mar. 31, 2022 | 595,209,356 | 17,146,337 | |||||||
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 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | $ (500,543) | ||||||||
Stock option exercises (in shares) | 0 | ||||||||
Balance at Sep. 30, 2022 | $ 5,988 | 7,245,396 | (35,025) | $ (95,337) | (2,897,446) | $ 4,223,576 | |||
Balance (in shares) at Sep. 30, 2022 | 598,777,468 | 18,015,881 | 598,777,468 | ||||||
Balance at Mar. 31, 2022 | $ 5,952 | 7,116,125 | (18,462) | $ (73,991) | (2,553,392) | $ 4,476,232 | |||
Balance (in shares) at Mar. 31, 2022 | 595,209,356 | 17,146,337 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (173,296) | (173,296) | |||||||
Other comprehensive (loss) gain | (10,527) | (10,527) | |||||||
Stock-based compensation | $ 2 | 44,857 | 44,859 | ||||||
Stock-based compensation (in shares) | 108,216 | ||||||||
Stock option exercises and issuance of shares of restricted common stock | $ 4 | 525 | 529 | ||||||
Stock option exercises and issuance of shares of restricted common stock (in shares) | 391,967 | ||||||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock | $ (1,195) | (1,195) | |||||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock (in shares) | 63,712 | ||||||||
Provision for common stock warrants | 1,979 | 1,979 | |||||||
Balance at Jun. 30, 2022 | $ 5,958 | 7,163,486 | (28,989) | $ (75,186) | (2,726,688) | 4,338,581 | |||
Balance (in shares) at Jun. 30, 2022 | 595,709,539 | 17,210,049 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (170,758) | (170,758) | |||||||
Other comprehensive (loss) gain | (6,036) | (6,036) | |||||||
Stock-based compensation | $ 1 | 46,738 | 46,739 | ||||||
Stock-based compensation (in shares) | 113,352 | ||||||||
Stock option exercises and issuance of shares of restricted common stock | $ 29 | 1,286 | 1,315 | ||||||
Stock option exercises and issuance of shares of restricted common stock (in shares) | 2,954,577 | ||||||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock | $ (20,151) | (20,151) | |||||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock (in shares) | 805,832 | ||||||||
Provision for common stock warrants | 33,886 | 33,886 | |||||||
Balance at Sep. 30, 2022 | $ 5,988 | $ 7,245,396 | $ (35,025) | $ (95,337) | $ (2,897,446) | $ 4,223,576 | |||
Balance (in shares) at Sep. 30, 2022 | 598,777,468 | 18,015,881 | 598,777,468 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Sep. 30, 2019 | Mar. 31, 2018 |
3.75% Convertible Senior Notes | ||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||||
5.5% Convertible Senior Notes | ||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |||||
7.5% Convertible Senior Note | ||||||||||
Interest rate (as a percent) | 7.50% |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Operating activities | |||||
Net loss | $ (500,543) | $ (267,051) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation of long-lived assets | 20,201 | 15,903 | |||
Amortization of intangible assets | 15,238 | 1,095 | |||
Stock-based compensation | 134,984 | 34,813 | |||
Amortization of debt issuance costs and discount on convertible senior notes | 1,969 | 2,371 | |||
Provision for common stock warrants | 12,513 | 4,746 | |||
Deferred income tax expense | 699 | ||||
Impairment of long-lived assets | 763 | 1,329 | |||
(Benefit)/loss on service contracts | (21,984) | 9,586 | |||
Fair value adjustment to contingent consideration | (2,605) | (8,760) | |||
Net realized loss on investments | $ 254 | 1,315 | 236 | ||
Amortization of premium on available-for-sale securities | 6,383 | ||||
Lease origination costs | (5,991) | (7,889) | |||
Loss on disposal of assets | 268 | ||||
Change in fair value for equity securities | $ 4,221 | 607 | 22,864 | 284 | |
Loss on equity method investments | 4,280 | 1,736 | 10,304 | 1,736 | |
Changes in operating assets and liabilities that provide (use) cash: | |||||
Accounts receivable | (1,980) | (89,329) | |||
Inventory | (245,770) | (90,428) | |||
Contract assets | (7,027) | ||||
Prepaid expenses and other assets | (82,657) | (28,465) | |||
Accounts payable, accrued expenses, and other liabilities | 112,952 | 28,992 | |||
Deferred revenue and other contract liabilities | 6,055 | 42,330 | |||
Net cash used in operating activities | (522,049) | (348,501) | |||
Investing activities | |||||
Purchases of property, plant and equipment | (317,553) | (91,384) | |||
Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers | (22,785) | (17,900) | |||
Purchase of available-for-sale securities | (295,329) | (1,862,951) | |||
Proceeds from sales of available-for-sale securities | 475,676 | 1,105,874 | |||
Proceeds from maturities of available-for-sale securities | 209,379 | 21,780 | |||
Purchase of equity securities | (4,990) | (169,713) | |||
Net cash paid for acquisitions | (26,473) | ||||
Cash paid for non-consolidated entities and non-marketable equity securities | (38,574) | ||||
Net cash used in investing activities | (20,649) | (1,014,294) | |||
Financing activities | |||||
Proceeds from exercise of warrants, net of transaction costs | 15,445 | ||||
Payments of contingent consideration | (2,667) | ||||
Proceeds from public and private offerings, net of transaction costs | 3,587,830 | ||||
Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation | (22,811) | (30,734) | |||
Proceeds from exercise of stock options | 2,135 | 5,316 | |||
Principal payments on long-term debt | (62,794) | (29,129) | |||
Proceeds from finance obligations | 83,980 | 53,447 | |||
Principal repayments of finance obligations and finance leases | (39,156) | (20,413) | |||
Net cash (used in) provided by financing activities | (41,313) | 3,581,762 | |||
Effect of exchange rate changes on cash | 6,907 | (59) | |||
(Decrease)/increase in cash and cash equivalents | (733,516) | 2,059,558 | |||
Increase in restricted cash | 156,412 | 159,350 | |||
Cash, cash equivalents, and restricted cash beginning of period | 3,132,194 | 1,634,284 | $ 1,634,284 | ||
Cash, cash equivalents, and restricted cash end of period | $ 2,555,090 | $ 3,853,192 | 2,555,090 | 3,853,192 | $ 3,132,194 |
Supplemental disclosure of cash flow information | |||||
Cash paid for interest, net of capitalized interest of $9.8 million | 24,392 | 10,341 | |||
Summary of non-cash activity | |||||
Recognition of right of use asset - finance leases | 20,807 | 16,961 | |||
Recognition of right of use asset - operating leases | 119,012 | 65,083 | |||
Net tangible liabilities assumed in a business combination | (5,124) | ||||
Intangible assets acquired in a business combination | 60,522 | ||||
Conversion of convertible senior notes to common stock | 15,345 | ||||
Net transfers between inventory and long-lived assets | 1,322 | ||||
Accrued purchase of fixed assets, cash to be paid in subsequent period | $ 61,814 | $ 8,832 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Condensed Consolidated Statements of Cash Flows | |
Net capitalized interest | $ 9.8 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations Plug Power Inc. (the “Company,” “Plug,” “we” or “our”) is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. While we continue to develop commercially-viable hydrogen and fuel cell product solutions to replace lead-acid and lithium batteries in electric material handling vehicles and industrial trucks for some of the world’s largest retail-distribution and manufacturing businesses, we have expanded our offerings to support a variety of commercial operations that can be powered with green hydrogen. We also provide electrolyzers that allow customers — such as refineries, producers of chemicals, steel, fertilizer and commercial refueling stations — to generate hydrogen on-site. Additionally, we intend for our electrolyzers to be used to generate green hydrogen within Plug’s own plants that will then be sold to customers. 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 integrated products that make, transport, handle, dispense and use hydrogen. During the three months ended September, 30, 2022, our wholly-owned subsidiary, Plug Power LA JV, LLC, created a joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin Corporation (“Olin”), named “Hidrogenii”. We believe Hidrognii will support reliability of supply and speed to market for hydrogen throughout North America, and set the foundation for broader collaboration between Plug and Olin. Hidrogenii plans to begin with the construction of a 15-ton-per-day hydrogen plant in St. Gabriel, Louisiana. Hidrogenii is owned 50% by Plug Power LA JV, LLC and 50% by Niloco Hydrogen Holdings LLC. As of September 30, 2022, there has been no activity related to this joint venture. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint venture with Renault SAS (“Renault”) named HyVia SAS, a French société par actions simplifiée (“HyVia”), AccionaPlug S.L., and SK Plug Hyverse Co., Ltd., 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, AccionaPlug S.L., and SK Plug Hyverse Co., Ltd. Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”). The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2021 has been derived from the Company’s December 31, 2021 audited consolidated financial statements. The unaudited interim condensed consolidated financial statements contained herein should be read in conjunction with our 2021 Form 10-K . Recent Accounting Pronouncements Recently Adopted Accounting Guidance Other than the adoption of the accounting guidance mentioned i n our 2021 Form 10-K, Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of September 30, 2022 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Acquisitions | |
Acquisitions | 3. Acquisitions Joule Processing LLC On January 14, 2022, the Company acquired Joule Processing LLC (“Joule”), an engineered modular equipment, process design and procurement company founded in 2009. The fair value of consideration paid by the Company in connection with the Joule acquisition was as follows (in thousands): Cash $ 28,140 Contingent consideration 41,732 Total consideration $ 69,872 The contingent consideration represents the estimated fair value associated with earn-out payments of up to $130 million that the sellers are eligible to receive in cash or shares of the Company’s common stock (at the Company’s election). Of the total earnout consideration, $90 million is related to the achievement of certain financial performance and $40 million is related to the achievement of certain internal operational milestones. 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): Current assets $ 2,672 Property, plant and equipment 493 Right of use asset 182 Identifiable intangible assets 60,522 Lease liability (374) Current liabilities (2,612) Contract liability (3,818) Total net assets acquired, excluding goodwill $ 57,065 The preliminary allocation of the purchase price is still considered provisional due to the finalization of the valuation for the assets acquired and liabilities assumed in relation to the Joule acquisition. Therefore, the fair values of the assets acquired and liabilities assumed are subject to change as we obtain additional information for valuation assumptions such as market demand for Joule product lines to support forecasted revenue growth and the likelihood of achieving earnout milestones during the measurement period, which will not exceed 12 months from the date of acquisition. During the three and nine months ended September 30, 2022, the Company recorded an adjustment to goodwill of $0 and $0.1 million, respectively, due to the payment of a hold back liability related to the Joule acquisition, which was recorded in accrued expenses in the unaudited interim condensed consolidated balance sheet. The fair value of the developed technology totaling $59.2 million included in the identifiable intangible assets 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 developed technology over its useful life of 15 years , 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 tradename totaling $0.8 million was calculated using the relief from royalty approach which is a variant of the income approach, and was assigned a useful life of four years . The fair value of the non-compete agreements was $0.5 million with a useful life of six years . In addition to identifiable intangible assets, the fair value of acquired work in process and finished goods inventory, included in inventory, was estimated based on the estimated selling price less costs to be incurred and a market participant profit rate. In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $41.7 million representing the fair value of contingent consideration payable, and is recorded in the unaudited interim condensed consolidated balance sheet in the . The fair value of this contingent and as a result $0 and $4.8 million reduction was recorded in the unaudited interim condensed consolidated statement of operations for the three and nine months ended September 30, 2022. Included in the purchase price consideration are contingent earn-out payments as described above. Due to the nature of the earn-outs, 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. 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 Joule acquisition was calculated as follows (in thousands): Consideration paid $ 28,140 Contingent consideration 41,732 Less: net assets acquired (57,065) Total goodwill recognized $ 12,807 The acquisition of Joule contributed $0.6 million and $3.9 million to total consolidated revenue for the three and nine months ended September 30, 2022, respectively. The Company determined it impractical to report net loss for the Joule acquisition for the three and nine months ended September 30, 2022. 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 Inc. Common 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, $5.0 million is consideration held by our paying agent in connection with the acquisition and is reported as restricted cash, with a corresponding accrued liability as of September 30, 2022 on the Company’s unaudited interim condensed consolidated balance sheet. We expect that this will be settled in 2022. 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 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 financial performance, and $15.0 million is related to internal operational milestones. 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 (7,683) Deferred tax liability (16,541) Deferred revenue (12,990) Total net assets acquired, excluding goodwill $ 69,365 The preliminary allocation of the purchase price is still considered provisional due to the tradename, technology, and customer relationship valuations. The Company continues to evaluate valuation assumptions such as the market demand for the Applied Cryo existing product lines to support forecasted revenue growth. Additionally, the Company continues to research the technology and buying power of Applied Cryo and evaluate the likelihood of achieving the additional production capacity needed in time to meet earnout milestones. During the three and nine months ended September 30, 2022, the Company recorded a measurement period adjustment to goodwill of $0 and $0.5 million, respectively, due to a release of escrow, which was recorded to accrued expenses in the unaudited interim condensed consolidated balance sheet. Any necessary adjustments will be finalized within one year from the date of acquisition. Identifiable intangible assets consisted of developed technology, tradename, acquired customer relationships, non-compete agreements and backlog. 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 developed technology has a useful life of 15 years . The fair value of the tradename totaling $13.7 million was calculated using the relief from royalty approach with a useful life of 15 years . The fair value of the acquired customer relationships totaling $26.6 million was calculated using the MPEEM approach and has a useful life of 15 years . The fair value of the acquired 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 was $1.0 million with a useful life of three years . The fair value of the customer backlog was $2.9 million with a useful life of one year . In addition to identifiable intangible assets, the fair value of acquired work in process and finished goods inventory, included in inventory, was estimated based on the estimated selling price less costs to be incurred and a market participant profit rate. Included in the purchase price consideration are contingent earn-out payments described above. Due to the nature of the earn-outs, a scenario based analysis using the probability of achieving the milestone expectations was used to value these contingent payments. 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 was $13.7 million as of September 30, 2022, and reductions of $0 and $0.3 million were recorded in the unaudited interim condensed consolidated statement of operations for the three and nine months ended September 30, 2022, respectively. Included in Applied Cryo’s total net assets acquired, excluding goodwill, were 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 (69,365) Total goodwill recognized $ 92,728 The acquisition of Applied Cryo contributed $11.7 million and $44.7 million to total consolidated revenue for the three and nine months ended September 30, 2022, respectively. The Company determined it impractical to report net loss for the Applied Cryo acquisition for the three and nine months ended September 30, 2022. 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 leading provider of turnkey hydrogen 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. The contingent consideration is related to the achievement of certain internal operational targets during the four years following the closing date and is payable in two equal installments. The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the total 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 (11,259) Provision for loss contracts (2,636) Warranty provisions (7,566) Total net assets acquired, excluding goodwill $ 65,474 The preliminary allocation of the purchase price is still considered provisional due to outstanding customer valuation analysis. Identifiable intangible assets consisted of developed technology, tradename, acquired customer relationships, non-compete agreements and backlog. Any necessary adjustments will be finalized within one year from the date of acquisition. During the three and nine months ended September 30, 2022, the Company recorded a measurement period adjustment to goodwill of $0 and $7.2 million, respectively, due to the recording of the deferred tax treatment surrounding the tangible and intangible assets acquired. 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, and it has a useful life of eight years . The fair value of the tradename totaling $11.6 million was calculated using the relief from royalty approach, and it has a useful life of eight years . 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, and it has a useful life of 17 years . 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, and it has a useful life of approximately four years . The fair value of the backlog was $1.4 million, and it has a useful life of one year . Included in the purchase price consideration are contingent earn-out payments described above. Due to the nature of the earn-outs, 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 $26.2 million as of September 30, 2022. The change in fair value compared to December 31, 2021 was due to a change in the foreign currency translation, partially offset by an increase in the liability. The Company recorded an adjustment of $0 and $1.1 million for the three and nine months ended September 30, 2022 in the unaudited interim condensed consolidated statement of operations. Included in Frames’ total net assets acquired, excluding goodwill, 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 (65,474) Total goodwill recognized $ 62,387 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 collectable. Purchased goodwill is not expected to be deductible for tax purposes. The acquisition of Frames contributed $25.4 million and $76.0 million to total consolidated revenue for the three and nine months ended September 30, 2022, respectively. The following table reflects the unaudited pro forma results of operations for the three and nine months ended September 30, 2021 assuming that the Frames acquisition had occurred on January 1, 2021 (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Revenue $ 159,304 $ 387,623 Net loss $ (105,294) $ (264,640) The unaudited pro forma net income for the three and nine months ended September 30, 2021 has been adjusted to reflect increased amortization of intangibles as if the acquisition had occurred on January 1, 2021. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the actual results that would have been achieved had the Frames acquisition occurred as of January 1, 2021 or indicative of the results that may be achieved in future periods. None of the Joule and Applied Cryo Technologies acquisition was material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. |
Extended Maintenance Contracts
Extended Maintenance Contracts | 9 Months Ended |
Sep. 30, 2022 | |
Extended Maintenance Contracts | |
Extended Maintenance Contracts | 4. Extended Maintenance Contracts On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems and related infrastructure that have been sold. The following table shows the rollforward of balance in the accrual for loss contracts, including changes due to the provision for loss accrual, loss accrual from acquisition, releases to service cost of sales, and releases due to the provision for warrants (in thousands): Nine months ended Year ended September 30, 2022 December 31, 2021 Beginning balance $ 89,773 $ 24,013 Provision for loss accrual 4,683 71,988 Loss accrual acquired from acquisition — 2,636 Releases to service cost of sales (30,827) (8,864) Increase to loss accrual related to customer warrants 4,160 Foreign currency translation adjustment (189) — Ending balance $ 67,600 $ 89,773 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share | |
Earnings Per Share | 5. Earnings Per Share Basic earnings per common stock are computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the reporting period. In periods when we have net income, the shares of our common stock subject to the convertible notes outstanding during the period will be included in our diluted earnings per share under the if-converted method. Since the Company is in a net loss position, all common stock equivalents would be considered anti-dilutive and are therefore not included in the determination of diluted earnings per share. Accordingly, basic and diluted loss per share are the same. The potentially dilutive securities are summarized as follows: At September 30, 2022 2021 Stock options outstanding (1) 25,549,257 24,784,288 Restricted stock outstanding (2) 3,737,292 4,960,376 Common stock warrants (3) 96,017,181 80,017,181 Convertible Senior Notes (4) 39,170,766 39,170,766 Number of dilutive potential shares of common stock 164,474,496 148,932,611 (1) During the three months ended September 30, 2022 and 2021, the Company granted options for 1,838,123 and 15,732,335 shares of common stock, respectively. During the nine months ended September 30, 2022 and 2021, the Company granted options for 2,597,974 and 16,430,835 shares of common stock, respectively. (2) During the three months ended September 30, 2022 and 2021, the Company granted 295,661 shares of restricted stock awards and 54,000 shares of restricted stock units and 1,159,856 restricted stock awards, respectively. During the nine months ended September 30, 2022 and 2021, the Company granted 399,512 shares of restricted stock awards and 1,076,640 shares of restricted stock units and 1,812,856 restricted stock awards, respectively. (3) In August 2022, the Company issued a warrant to acquire up to 16,000,000 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had no shares exercised of the Company’s common stock as of September 30, 2022. In April 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 17,461,994 shares of the Company’s common stock as of September 30, 2022 and 2021, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of September 30, 2022 and 2021, respectively. (4) In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023 (the “ 5.5% Convertible Senior Notes”). In May 2020, the Company repurchased $66.3 million of the 5.5% Convertible Senior Notes and in the fourth quarter of 2020, $33.5 million of the 5.5% Convertible Senior Notes were converted into approximately 14.6 million shares of common stock. The remaining $0.2 million 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 due 2025 (the “ 3.75 Convertible Senior Notes). There were no conversions for the three and nine months ended September 30, 2022. There were no conversations for the three months ended September 30, 2021. For the nine months ended September 30, 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted, resulting in the issuance of 3,016,036 shares of common stock. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory | |
Inventory | 6. Inventory September 30, December 31, 2022 2021 Raw materials and supplies - production locations $ 384,397 $ 187,449 Raw materials and supplies - customer locations 17,482 16,294 Work-in-process 98,179 58,341 Finished goods 16,222 7,079 Inventory $ 516,280 $ 269,163 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment at September 30, 2022 and December 31, 2021 consisted of the following (in thousands): September 30, 2022 December 31, 2021 Land $ 1,165 $ 1,165 Construction in progress 473,429 169,415 Leasehold improvements 18,213 2,099 Software, machinery, and equipment 157,018 112,068 Property, plant, and equipment 649,825 284,747 Less: accumulated depreciation (42,557) (29,124) Property, plant, and equipment, net $ 607,268 $ 255,623 Construction in progress is primarily comprised of construction of five hydrogen production plants, the Gigafactory in Rochester, NY, and our facility in the Slingerlands, NY. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. Interest on outstanding debt is capitalized during periods of capital asset construction and amortized over the useful lives of the related assets. During the three and nine months ended September 30, 2022, the Company capitalized $4.0 million and $9.8 million of interest, respectively. Depreciation expense related to property, plant and equipment was $5.4 million and $1.9 million for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense related to property, plant and equipment was $13.5 million and $5.2 million for the nine months ended September 30, 2022 and 2021, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 8. Intangible Assets and Goodwill The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of September 30, 2022 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 14 years $ 103,414 $ (10,534) $ 92,880 Dry stack electrolyzer technology 10 years 29,000 (1,692) 27,308 Customer relationships, Non-compete agreements, Backlog & Trademark 12 years 85,291 (9,832) 75,459 $ 217,705 $ (22,058) $ 195,647 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2021 were 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 relationships, Non-compete agreements, 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 change in the gross carrying amount of the acquired technology from December 31, 2021 to September 30, 2022, was primarily due to the acquisition of Joule, the addition of the dry build electrolyzer stack related to the Giner ELX acquisition, and changes in foreign currency translation. Amortization expense for acquired identifiable intangible assets for the three months ended September 30, 2022 and 2021 was $4.9 million and $0.4 million, respectively. Amortization expense for acquired identifiable intangible assets for the nine months ended September 30, 2022 and 2021 was $15.2 million and $1.1 million, respectively. The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2022 $ 5,064 2023 17,631 2024 17,570 2025 16,839 2026 15,441 2027 and thereafter 123,102 Total $ 195,647 The change in the carrying amount of goodwill for the nine month period ended September 30, 2022 was as follows (in thousands): Beginning balance at December 31, 2021 $ 220,436 Acquisitions 12,943 Measurement period adjustments 6,496 Foreign currency translation adjustment (9,156) Ending balance at September 30, 2022 $ 230,719 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Long-Term Debt | |
Long-Term Debt | 9. Long-Term Debt In March 2019, the Company entered into a loan and security agreement, as amended (the “Loan Agreement”), with Generate Lending, LLC (“Generate Capital”), providing for a secured term loan facility in the amount of $100 million (the “Term Loan Facility”). On September 30, 2022, the outstanding balance under the Term Loan Facility was $57.3 million. The carrying value of the Term Loan Facility approximates fair value. The Loan Agreement includes covenants, limitations, and events of default customary for similar facilities. Interest and a portion of the principal amount is payable on a quarterly basis. Principal payments are funded in part by releases of restricted cash, as described in Note 19, “Commitments and Contingencies.” Based on the amortization schedule as of September 30, 2022, the aforementioned loan balance under the Term Loan Facility will be fully paid by October 31, 2025. At September 30, 2022, the Company was in compliance with all debt covenants under the Term Loan Facility. |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Senior Notes. | |
Convertible Senior Notes | 10. Convertible Senior Notes 3.75% Convertible Senior Notes On May 18, 2020, the Company issued $200.0 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). On May 29, 2020, the Company issued an additional $12.5 million in aggregate principal amount of 3.75% Convertible Senior Notes. During the three and nine months ended September 30, 2022, there were no conversions of the 3.75% Convertible Senior Notes. The 3.75% Convertible Senior Notes consisted of the following (in thousands): September 30, 2022 Principal amounts: Principal $ 197,278 Unamortized debt issuance costs (1) (3,686) Net carrying amount $ 193,592 1) Included in the unaudited interim condensed consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method. The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes (in thousands, except for effective interest rate): September 30, September 30, 2022 2021 Interest expense $ 1,849 $ 1,849 Amortization of debt issuance costs 323 306 Total 2,172 2,155 Effective interest rate 4.5% 4.5% Capped Call In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “3.75% Notes Capped Call”) with certain counterparties at a price of $16.2 million. The 3.75% Notes Capped Call covers, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 3.75% Convertible Senior Notes and The net cost incurred in connection with the 3.75% Notes Capped Call were recorded as a reduction to additional paid-in capital in the unaudited interim condensed consolidated balance sheets. The book value of the 3.75% Notes Capped Call is not remeasured. Common Stock Forward 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, which have been fully converted into shares of common stock. In connection with the issuance of the 5.5% Convertible Senior Notes, the Company 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. On May 18, 2020, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025. The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions. The net cost incurred in connection with the Common Stock Forward of $27.5 million was recorded as an increase in treasury stock in the unaudited interim condensed consolidated balance sheets. The related shares were accounted for as a repurchase of common stock. The book value of the Common Stock Forward is not remeasured. There were no shares of common stock settled in connection with the Common Stock Forward during the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2021, the Common Stock Forward was partially settled and 0 shares and 8.1 million shares were received by the Company, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Stockholders’ Equity Common Stock and Warrants On August 24, 2022, a warrant to purchase up to 16,000,000 shares of common stock was issued in connection with a transaction agreement with Amazon, as discussed in Note 12, “Warrant Transaction Agreements.” This warrant is measured at fair value at the time of grant or modification and is classified as an equity instrument on the unaudited interim condensed consolidated balance sheets. In February 2021, the Company completed a sale of its common stock in connection with a strategic partnership with SK Holdings Co., Ltd. (“SK Holdings”) to accelerate the use of hydrogen as an alternative energy source in Asian markets. The Company sold 54,966,188 shares of its common stock to a subsidiary of SK Holdings at a purchase price of $29.2893 per share, or an aggregate purchase price of approximately $1.6 billion. In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $2.0 billion. In November 2020, the Company issued and sold in a registered equity offering an aggregate of 43,700,000 shares of its common stock at a purchase price of $22.25 per share for net proceeds of approximately $927.3 million. In August 2020, the Company issued and sold in a registered equity offering an aggregate of 35,276,250 shares of its common stock at a purchase price of $10.25 per share for net proceeds of approximately $344.4 million. Accumulated Other Comprehensive Income Total Pre-Tax Amount Tax Net-of-Tax Amount June 30, 2022 $ (28,989) $ — $ (28,989) Net unrealized loss on available-for-sale securities (4,992) — (4,992) Foreign currency translation loss (1,044) — (1,044) September 30, 2022 $ (35,025) $ — $ (35,025) December 31, 2021 $ (1,532) $ — $ (1,532) Net unrealized loss on available-for-sale securities (23,401) — (23,401) Foreign currency translation loss (10,092) — (10,092) September 30, 2022 $ (35,025) $ — $ (35,025) Total Pre-Tax Amount Tax Net-of-Tax Amount June 30, 2021 $ 34 $ — $ 34 Net unrealized loss on available-for-sale securities (2,200) — (2,200) Foreign currency translation loss (172) — (172) September 30, 2021 $ (2,338) $ — $ (2,338) December 31, 2020 $ 2,451 $ — $ 2,451 Net unrealized loss on available-for-sale securities (4,075) — (4,075) Foreign currency translation loss (714) — (714) September 30, 2021 $ (2,338) $ — $ (2,338) |
Warrant Transaction Agreements
Warrant Transaction Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Warrant Transaction Agreements | |
Warrant Transaction Agreements | 12. Warrant Transaction Agreements Amazon Transaction Agreement in 2022 On August 24, 2022, the Company and Amazon.com, Inc. (“Amazon”) entered into a Transaction Agreement (the “2022 Transaction Agreement”), under which the Company concurrently issued to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “Amazon Warrant”) to acquire up to 16,000,000 shares (the “Amazon Warrant Shares”) of the Company’s common stock, subject to certain vesting events described below. The Company and Amazon entered into the 2022 Transaction Agreement in connection with a concurrent commercial arrangement under which Amazon agreed to purchase hydrogen fuel from the Company through August 24, 2029. Warrant 1,000,000 of the Amazon Warrant Shares vested immediately upon issuance of the Amazon Warrant. 15,000,000 of the Amazon Warrant Shares will vest in multiple tranches over the 7- year term of the Amazon Warrant based on payments made to the Company directly by Amazon or its affiliates, or indirectly through third parties, with 15,000,000 of the Amazon Warrant Shares fully vesting if Amazon-related payments of $2.1 billion are made in the aggregate. The exercise price for the first 9,000,000 Amazon Warrant Shares is $22.9841 per share and the fair value on the grant date was $20.36. The exercise price for the remaining 7,000,000 Amazon Warrant Shares will be an amount per share equal to 90% of the 30-day volume weighted average share price of the Company’s common stock as of the final vesting event that results in full vesting of the first 9,000,000 Amazon Warrant Shares. The Amazon Warrant is exercisable through August 24, 2029. Upon the consummation of certain change of control transactions (as defined in the applicable warrant) prior to the vesting of at least 60% of the aggregate Amazon Warrant Shares, the Amazon Warrant will automatically vest and become exercisable with respect to an additional number of Amazon Warrant Shares such that 60% of the aggregate Amazon Warrant Shares shall have vested. If a change of control transaction is consummated after the vesting of at least 60% of the aggregate Amazon Warrant Shares, then no acceleration of vesting will occur with respect to any of the unvested Amazon Warrant Shares as a result of the transaction. The exercise price and the Amazon Warrant Shares issuable upon exercise of the Amazon Warrant are subject to customary antidilution adjustments. At September 30, 2022, 1,000,000 of the Amazon Warrant Shares issued pursuant to the 2022 Transaction Agreement had vested upon issuance. The warrant charge associated with the vested shares of $20.4 million was capitalized to contract assets in our condensed consolidated unaudited interim financial statements based on the grant date fair value and is subsequently amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the term of the agreement. The grant date fair value of tranches 2 and 3 will also be amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the term of the agreement. Because the exercise price has yet to be determined, the fair value of tranche 4 will be remeasured at each reporting period end and amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the term of the agreement. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the three and nine months ended September 30, 2022 was $1.8 million. The assumptions used to calculate the valuations as of August 24, 2022 and September 30, 2022 are as follows: Tranches 1-3 Tranche 4 August 24, 2022 September 30, 2022 Risk-free interest rate 3.15% 3.90% Volatility 75.00% 75.00% Expected average term 7 years 4 years Exercise price $22.98 $18.91 Stock price $20.36 $12.71 Amazon Transaction Agreement in 2017 On April 4, 2017, the Company and Amazon entered into a Transaction Agreement (the “2017 Amazon Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a warrant to acquire up to 55,286,696 Amazon Warrant Shares, subject to certain vesting events described below. The Company and Amazon entered into the 2017 Amazon Transaction Agreement in connection with existing commercial agreements between the Company and Amazon with respect to the deployment of the Company’s GenKey (defined below) 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. At December 31, 2021, all 55,286,696 of the Amazon Warrant Shares had vested. The warrant had been exercised with respect to 17,461,994 shares of the Company’s common stock as of September 30, 2022 and December 31, 2021. 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 was 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 warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of September 30, 2022 and December 31, 2021. At September 30, 2022 and December 31, 2021, 20,368,782 of the Walmart Warrant Shares had vested. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the three months ended September 30, 2022 and 2021 was $6.7 million and $1.2 million, respectively. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the nine months ended September 30, 2022 and 2021 was $10.4 million and $4.4 million, respectively. During the three and nine months ended September 30, 2022 and 2021, respectively, the Walmart Warrant was exercised with respect to 0 and 7,274,565 shares of common stock. The assumptions used to calculate the valuations of the final tranche of the Walmart Warrant as of September 30, 2022 are as follows: September 30, 2022 Risk-free interest rate 3.99% Volatility 75.00% Expected average term 3.5 years Exercise price $18.91 Stock price $12.09 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue | |
Revenue | 13. Revenue Disaggregation of revenue The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended Nine months ended September 30 September 30 2022 2021 2022 2021 Sales of fuel cell systems $ 75,919 $ 67,032 $ 146,859 $ 152,620 Sales of hydrogen infrastructure 37,139 48,967 96,641 109,429 Sales of electolyzers 6,842 — 14,576 — Sales of engineered equipment 25,556 — 76,080 — Services performed on fuel cell systems and related infrastructure 8,406 6,677 25,468 18,397 Power Purchase Agreements 9,524 9,321 30,730 25,508 Fuel delivered to customers and related equipment 12,389 11,556 40,289 33,804 Sales of cryogenic equipment 12,529 — 48,909 — Other 324 369 1,146 679 Net revenue $ 188,628 $ 143,922 $ 480,698 $ 340,437 Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): September 30, December 31, 2022 2021 Accounts receivable $ 95,472 $ 92,675 Contract assets 70,879 38,757 Contract liabilities 189,145 183,090 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 accompanying unaudited interim condensed consolidated balance sheets. The contract liabilities relate to the advance consideration received from customers for services that will be recognized over time (primarily fuel cell and related infrastructure services) and advance consideration received from customers prior to delivery of products. These amounts are included within deferred revenue and other contract liabilities on the unaudited interim condensed consolidated balance sheets. Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands): Contract assets September 30, 2022 December 31, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (15,504) $ (14,638) Contract assets assumed as part of acquisition — 9,960 Contract assets related to warrants 25,425 — Revenue recognized and not billed as of the end of the period 22,201 25,246 Net change in contract assets $ 32,122 $ 20,568 Contract liabilities September 30, 2022 December 31, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 121,683 $ 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 (115,628) (110,974) Net change in contract liabilities $ 6,055 $ 106,805 Estimated future revenue The following table includes estimated revenue included in the backlog expected to be recognized in the future (sales of fuel cell systems and hydrogen Power Purchase five September 30, 2022 Sales of fuel cell systems $ 26,551 Sales of hydrogen installations and other infrastructure 28,492 Sales of electrolyzers 266,738 Sales of engineered equipment 26,859 Services performed on fuel cell systems and related infrastructure 121,761 Power Purchase Agreements 319,742 Fuel delivered to customers and related equipment 90,925 Sales of cryogenic equipment 50,674 Total estimated future revenue $ 931,742 Contract costs Contract costs consist of capitalized commission fees and other expenses related to obtaining or fulfilling a contract. Capitalized contract costs at September 30, 2022 and December 31, 2021 were $0.6 million and $0.4 million, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The domestic net deferred tax asset generated from the Company’s net operating loss has been offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carry forward will not be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 15. Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. 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, or Level 3 for the three and nine months ended September 30, 2022. 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, AccionaPlug S.L., and SK Plug Hyverse Co., Ltd. During the three and nine months ended September 30, 2022, the Company contributed approximately $9.1 million and $33.3 million, respectively, to HyVia, AccionaPlug S.L. and SK Plug Hyverse Co., Ltd. Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): As of September 30, 2022 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 12,023 $ 12,023 $ 12,023 $ — $ — Corporate bonds 211,533 211,533 — 211,533 — U.S. Treasuries 607,907 607,907 607,907 — — Equity securities 130,121 130,121 130,121 — — Swaps and forward contracts 650 650 — — 650 Liabilities Contingent consideration 94,485 94,485 — — 94,485 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 Swaps and forward contracts 981 981 981 — — The liabilities measured at fair value on a recurring basis that have unobservable inputs and are therefore categorized as level 3 are related to contingent consideration. The fair value as of September 30, 2022 is comprised of $76.6 million related to the acquisitions of Frames, Applied Cryo, and Joule, as well as $17.9 million from two acquisitions in 2020. Giner ELX, Inc. was acquired in June 2020, and i was acquired in June 2020, and i the unaudited interim condensed consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other liabilities financial statement line item, and is comprised of the following unobservable inputs: Financial Instrument Fair Value Valuation Technique Unobservable Input Range (weighted average) Contingent Consideration $ 83,443 Scenario based method Credit spread 16.24% Discount rate 17.56% - 19.19% (18.38%) 10,350 Monte carlo simulation Credit spread 16.24% Discount rate 18.84% - 19.09% Revenue volatility 49.11% 692 Monte carlo simulation Credit spread 16.24% Revenue volatility 40.7% - 24.4% (35.0%) Gross profit volatility 113.0% - 23.0% (65.0%) 94,485 The change in the carrying amount of Level 3 liabilities for the three and nine month period ended September 30, 2022 was as follows (in thousands): Nine months ended September 30, 2022 Beginning balance at December 31, 2021 $ 62,297 Payments (2,667) Additions due to acquisitions 41,732 Fair value adjustments 2,461 Foreign currency translation adjustment (604) Ending balance at March 31, 2022 103,219 Fair value adjustments (5,066) Foreign currency translation adjustment (1,645) Ending balance at June 30, 2022 96,508 Fair value adjustments — Foreign currency translation adjustment (2,023) Ending balance at September 30, 2022 $ 94,485 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments | |
Investments | 16. Investments The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at September 30, 2022 are summarized as follows (in thousands): September 30, 2022 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 220,537 $ — $ (9,004) $ 211,533 — U.S. Treasuries 624,972 133 (17,198) 607,907 — Total $ 845,509 $ 133 $ (26,202) $ 819,440 $ — 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 following table summarizes the fair value and gross unrealized losses on securities classified as available-for-sale, and length of time that the individual securities have been in a continuous loss positon as of September 30, 2022 (in thousands): September 30, 2022 Less than 12 months 12 months or greater Total Fair Value of Fair Value of Fair Value of Investments with Gross Unrealized Investments with Gross Unrealized Investments with Gross Unrealized Unrealized Losses Losses Unrealized Losses Losses Unrealized Losses Losses Corporate bonds $ 433,615 $ (4,385) $ 385,825 $ (21,818) $ 819,440 $ (26,202) Total available-for-sale securities $ 433,615 $ (4,385) $ 385,825 $ (21,818) $ 819,440 $ (26,202) The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at September 30, 2022 are summarized as follows (in thousands): September 30, 2022 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,247 $ — $ (2,854) $ 67,393 Exchange traded mutual funds 76,000 — (13,272) 62,728 Total $ 146,247 $ — $ (16,126) $ 130,121 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 September 30, 2022 and December 31, 2021 was as follows (in thousands): September 30, 2022 December 31, 2021 Amortized Fair Amortized Fair Maturity: Cost Value Cost Value Less than 12 months $ 437,867 $ 433,615 $ 670,584 $ 670,306 12 months or greater 407,642 385,825 572,349 569,959 Total $ 845,509 $ 819,440 $ 1,242,933 $ 1,240,265 Accrued interest income was $3.0 million and $3.7 million at September 30, 2022 and December 31, 2021, respectively, and included within the balance for prepaid expenses and other current assets in the unaudited interim condensed consolidated balance sheets. |
Operating and Finance Lease Lia
Operating and Finance Lease Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Operating and Finance Lease Liabilities | |
Operating and Finance Lease Liabilities | 17. Operating and Finance Lease Liabilities As of September 30, 2022, 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, the lease contains customary operational covenants such as the requirement that the Company properly maintain the leased assets and carry appropriate insurance. The leases include credit support in the form of either cash, collateral or letters of credit. See Note 19, “Commitments and Contingencies” for a description of cash held as security associated with the leases. The Company has finance leases associated with its property and equipment in Latham, New York and at fueling customer locations. The fair value of this finance obligation approximated the carrying value as of September 30, 2022. Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of September 30, 2022 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2022 $ 28,717 $ 2,501 $ 31,218 2023 65,008 9,731 74,739 2024 64,055 9,704 73,759 2025 59,685 12,615 72,300 2026 51,780 9,967 61,747 2027 and thereafter 97,981 5,596 103,577 Total future minimum payments 367,226 50,114 417,340 Less imputed interest (78,148) (7,034) (85,182) Total $ 289,078 $ 43,080 $ 332,158 Rental expense for all operating leases was $17.4 million and $9.6 million for the three months ended September 30, 2022 and 2021, respectively. Rental expense for all operating leases was $46.5 million and $25.8 million for the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022 and December 31, 2021, security deposits associated with sale/leaseback transactions were $5.2 million and $3.5 million, respectively, and were included in other assets in the unaudited interim condensed consolidated balance sheets. At September 30, 2022 and December 31, 2021, the right of use assets associated with finance leases was $52.9 million and $33.9 million, respectively. The accumulated depreciation for these right of use assets was $3.3 million and $1.5 million at September 30, 2022 and December 31, 2021, respectively. Other information related to the operating leases are presented in the following table: Nine months ended Nine months ended September 30, 2022 September 30, 2021 Cash payments (in thousands) $ 44,565 $ 25,726 Weighted average remaining lease term (years) 6.31 5.72 Weighted average discount rate 11.1% 11.2% Finance lease costs include amortization of the right of use assets (i.e., depreciation expense) and interest on lease liabilities (i.e., interest and other expense, net in the consolidated statement of operations), and were $0.8 million and $0.6 million for the three months ended September 30, 2022, respectively. 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 $2.4 million and $1.8 million for the nine months ended September 30, 2022, respectively. Other information related to the finance leases are presented in the following table: Nine months ended Nine months ended September 30, 2022 September 30, 2021 Cash payments (in thousands) $ 6,166 $ 2,128 Weighted average remaining lease term (years) 4.09 4.57 Weighted average discount rate 6.5% 6.9% |
Finance Obligation
Finance Obligation | 9 Months Ended |
Sep. 30, 2022 | |
Finance Obligation | |
Finance Obligation | 18. Finance Obligation The Company has sold future services to be performed associated with certain sale/leaseback transactions and recorded the balance as a finance obligation. The outstanding balance of this obligation at September 30, 2022 was $287.3 million, $49.9 million and $237.4 million of which was classified as short-term and long-term, respectively, on the accompanying unaudited interim condensed consolidated balance sheet. 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. The amount is amortized using the effective interest method. Interest expense recorded related to finance obligations for the three months ended September 30, 2022 and 2021 was $7.4 million and $5.3 million, respectively. Interest expense recorded related to finance obligations for the nine months ended September 30, 2022 and 2021 was $21.1 million and $15.0 million, respectively. The fair value of this finance obligation approximated the carrying value as of September 30, 2022 and December 31, 2021. In prior periods, the Company entered into sale/leaseback transactions that were accounted for as financing transactions and reported as part of finance obligations. The outstanding balance of finance obligations related to sale/leaseback transactions at September 30, 2022 was $16.3 million, $3.4 million and $12.9 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, 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 sheets. The fair value of this finance obligation approximated the carrying value as of both September 30, 2022 and December 31, 2021. Future minimum payments under finance obligations notes above as of September 30, 2022 were as follows (in thousands): Total Sale of future Sale/leaseback Finance revenue - debt financings Obligations Remainder of 2022 $ 20,008 $ 1,057 $ 21,065 2023 80,034 4,091 84,125 2024 80,034 9,846 89,880 2025 74,777 942 75,719 2026 58,054 942 58,996 2027 and thereafter 64,686 1,759 66,445 Total future minimum payments 377,593 18,637 396,230 Less imputed interest (90,266) (2,370) (92,636) Total $ 287,327 $ 16,267 $ 303,594 Other information related to the above finance obligations are presented in the following table: Nine months ended Nine months ended September 30, 2022 September 30, 2021 Cash payments (in thousands) $ 51,609 $ 41,325 Weighted average remaining term (years) 4.86 4.88 Weighted average discount rate 11.1% 11.3% |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 19. Commitments and Contingencies Restricted Cash In connection with certain of the above noted sale/leaseback agreements, cash of $356.9 million and $275.1 million was required to be restricted as security as of September 30, 2022 and December 31, 2021, respectively, which restricted cash will be released over the lease term. As of September 30, 2022 and December 31, 2021, the Company also had certain letters of credit backed by security deposits totaling $340.1 million and $286.0 million, respectively, that are security for the above noted sale/leaseback agreements. As of September 30, 2022, the Company also had certain customer and customs related letters of credit totaling $23.8 million. As of September 30, 2022 and December 31, 2021, the Company had $67.7 and $67.7 million, respectively, held in escrow related to the construction of certain hydrogen plants. The Company also had $5.0 million and $2.3 million of consideration held by our paying agent in connection with the Applied Cryo and Joule acquisitions, respectively, reported as restricted cash as of September 30, 2022, with a corresponding accrued liability on the Company’s unaudited interim condensed consolidated balance sheet. Additionally, the Company had $11.5 million in restricted cash as collateral resulting from the Frames acquisition as of September 30, 2022. 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. As previously disclosed, in the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022, several actions were filed in the U.S. District Court for the Southern District of New York In re Plug Power, Inc. Securities Litigation On March 31, 2021, Company stockholder Junwei Liu, derivatively and on behalf of nominal defendant Plug, filed a complaint in the U.S. District Court for the Southern District of New York against certain Company directors and officers (the “Derivative Defendants”), captioned Liu v. Marsh et al., Case No. 1:21-cv-02753 (S.D.N.Y.) (the “Liu Derivative Complaint”). The Liu Derivative Complaint alleges that, between November 9, 2020 and March 1, 2021, the Derivative Defendants “made, or caused the Company to make, materially false and misleading statements concerning Plug Power’s business, operations, and prospects” by “issu[ing] positive financial information and optimistic guidance, and made assurances that the Company’s internal controls were effective,” when, “[i]n reality, the Company’s internal controls suffered from material deficiencies that rendered them ineffective.” The Liu Derivative Complaint asserts claims for (1) breach of fiduciary duties, (2) unjust enrichment, (3) abuse of control, (4) gross mismanagement, (5) waste of corporate assets, and (6) contribution under Sections 10(b) and 21D of the Exchange Act (as to the named officer defendants). The Liu Derivative Complaint seeks a judgment “[d]eclaring that Plaintiff may maintain this action on behalf of Plug”; “[d]eclaring that the [Derivative] Defendants have breached and/or aided and abetted the breach of their fiduciary duties”; “awarding to Plug Power the damages sustained by it as a result of the violations” set forth in the Liu Derivative Complaint, “together with pre-judgment and post-judgment interest thereon”; “[d]irecting Plug Power and the [Derivative] Defendants to take all necessary actions to reform and improve Plug Power’s corporate governance and internal procedures to comply with applicable laws”; and “[a]warding Plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees, costs, and expenses”; and “[s]uch other and further relief as the [c]ourt may deem just and proper.” On April 5, 2021, Company stockholders Elias Levy and Camerohn X. Withers, derivatively and on behalf of nominal defendant Plug, filed a complaint in the U.S. District Court for the Southern District of New York against the Derivative Defendants named in the Liu Derivative Complaint, captioned Levy et al. v. McNamee et al., Case No. 1:21-cv-02891 (S.D.N.Y.) (the “Levy Derivative Complaint”). The Levy Derivative Complaint alleges that, from November 9, 2020 to April 5, 2021, the Derivative Defendants “breached their duties of loyalty and good faith” by failing to disclose “(1) that the Company would be unable to timely file its 2020 annual report due to delays related to the review of classification of certain costs and the recoverability of the right to use assets with certain leases; (2) that the Company was reasonably likely to report material weaknesses in its internal control over financial reporting; and (3) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.” The Levy Derivative Complaint asserts claims for (1) breach of fiduciary duty (as to the named director defendants), (2) unjust enrichment (as to certain named director defendants), (3) waste of corporate assets (as to the named director defendants), and (4) violations of Sections 10(b) and 21D of the Exchange Act (as to the named officer defendants). The Levy Derivative Complaint seeks a judgment “declaring that Plaintiffs may maintain this action on behalf of the Company”; finding the Derivative Defendants “liable for breaching their fiduciary duties owed to the Company”; directing the Derivative Defendants “to take all necessary actions to reform and improve the Company’s corporate governance, risk management, and internal operating procedures to comply with applicable laws”; “awarding damages to the Company for the harm the Company suffered as a result of Defendants’ wrongful conduct”; “awarding damages to the Company for [the named officer Derivative Defendants’] violations of Sections 10(b) and 21D of the Exchange Act”; “awarding Plaintiffs the costs and disbursements of this action, including attorneys’, accountants’, and experts’ fees”; and “awarding such other and further relief as is just and equitable.” The Liu Derivative Complaint and the Levy Derivative Complaint have been consolidated in In re Plug Power Derivative Litigation, Lead Case No. 1:21-cv-02753-ER and, by stipulation approved by the Court, the cases have been stayed pending the resolution of the motion to dismiss in the Securities Class action. On May 13, 2021, Company stockholder Romario St. Clair, derivatively and on behalf of nominal defendant Plug, filed a complaint in the Supreme Court of the State of New York, County of New York against the derivative defendants named in the Liu derivative Complaint, captioned St. Clair v. Plug Power Inc. et al., index no. 653167/2021 (n.Y. Sup. Ct., n.Y. Cty.)(the “St. Clair derivative Complaint”). The St. Clair derivative Complaint alleges that, for approximately two years from March 13, 2019 onwards, the company made a number of improper statements that “failed to disclose and misrepresented the following material, adverse facts, which the [derivative] defendants knew, consciously disregarded, or were reckless in not knowing”,including: “(a) that the Company was experiencing known but undisclosed material weaknesses in its internal controls overfinancial reporting; (b) the Company was overstating the carrying amount of certain right of use assets and finance obligations associated with leases; (c) the Company was understating its loss accrual on certain service contracts; (d) the Company would need to take impairment charges relating to certain long-lived assets; (e) the Company was improperly classifying research and development costs versus costs of good sold; and (f) the Company would be unable to file its annual Report for the 2020 fiscal year due to these errors.” The St. Clair Derivative Complaint asserts claims for (1) breach of fiduciary and (2) unjustenrichment. The St. Clair Derivative Complaint seeks a judgment “for the amount of damages sustained by the Company as aresult of the defendants’ breaches of fiduciary duties and unjust enrichment”; “[d]irecting Plug Power to take all necessary actions to reform and improve its corporate governance and internal procedures to comply with applicable laws”;“[e]xtraordinary equitable and/or injunctive relief as permitted by law, equity, and state statutory provisions”; [a]warding to PlugPower restitution from defendants, and each of them, and ordering disgorgement of all profits, benefits, and other compensationobtained by the defendants”; [a]warding to plaintiff the costs and disbursements of the action, including reasonable attorneys’fees, accountants’ and experts’ fees, costs, and expenses”; and “[g]ranting such other and further relief as the [c]ourt deems justand proper.” By stipulation approved by the Court, the case has been stayed pending the resolution of the motion to dismiss in the Securities Class action. On June 13, 2022, alleged Company stockholder Donna Max, derivatively on behalf of the Company as nominal defendant, filed a complaint in the United States District Court for the District of Delaware against the derivative defendants named in the Liu Derivative Complaint, captioned Max v. Marsh, et. al., case no. 1:22-cv-00781(D. Del.) (the “Max Derivative Complaint”). The Max Derivative Complaint alleges that, for the years 2018, 2019 and 2020, the defendants did not “assure that a reliable system of financial controls was in place and functioning effectively”; “failed to disclose errors in the Company's accounting primarily relating to (i) the reported book value of right of use assets and related finance obligations, (ii) loss accruals for certain service contracts, (iii) the impairment of certain long-lived assets, and (iv) the classification of certain expenses previously included in research and development costs”; and that certain defendants traded Company stock at “artificially inflated stock prices.” The Max Derivative Complaint asserts claims for (1) breach of fiduciary against all defendants; (2) breach of fiduciary duty for insider trading against certain defendants; and (3) contribution under Sections 10(b) and 21D of the Exchange Act against certain defendants. The Max Derivative Complaint seeks an award “for the damages sustained by [the Company]” and related relief. By stipulation approved by the Court, the case has been stayed pending the resolution of the motion to dismiss in the Securities Action. On June 29, 2022, alleged Company stockholder Abbas Khambati, derivatively on behalf of the Company as nominal defendant, filed a complaint in the Court of Chancery in the State of Delaware against the derivative defendants named in the Liu Derivative Complaint and Gerard A. Conway, Jr. and Keith Schmid, captioned Khambati v. McNamee, et. al., C.A. no. 2022-05691(Del. Ch.) (the “Khambati Derivative Complaint”). The Khambati Derivative Complaint alleges that the defendants “deceive[d] the investing public, including stockholders of Plug Power, regarding the Individual Defendants’ management of Plug Power’s operations and the Company’s compliance with the SEC's accounting rules”; “facilitate[d” certain defendants’ sales of “their personally held shares while in possession of material, nonpublic information”; and “enhance[d] the Individual Defendants’ executive and directorial positions at Plug Power and the profits, power, and prestige that the Individual Defendants enjoyed as a result of holding these positions.” The Khambati Derivative Complaint asserts claims for (1) breach of fiduciary; and (2) disgorgement and unjust enrichment. The Khambati Derivative Complaint seeks an award “for the damages sustained by [the Company] as a result of the breaches” alleged or “disgorgement or restitution”; “disgorgement of insider trading profits” and “all profits, benefits and other compensation obtained by [defendants’] insider trading and further profits flowing therefrom”; an order “[d]irecting the Company to take all necessary actions to reform and improve its corporate governance and internal procedures”; and related relief. On July 19, 2022, alleged Company stockholder Anne D. Graziano, as Trustee of the Anne D. Graziano Revocable Living Trust, derivatively on behalf of the Company as nominal defendant, filed a complaint in the Court of Chancery in the State of Delaware against the derivative defendants named in the Khambati Derivative Complaint, captioned Graziano v. Marsh, et. al., C.A. no. 2022-0629 (Del. Ch.) (the “Graziano Derivative Complaint”). The Graziano Derivative Complaint alleges that the director defendants (i) “either knowingly or recklessly issued or caused the Company to issue the materially false and misleading statements” concerning “certain critical accounting issues”; (ii) “willfully ignored, or recklessly failed to inform themselves of, the obvious problems with the Company’s internal controls, practices, and procedures, and failed to make a good faith effort to correct the problems or prevent their recurrence”; (iii) the members of the Audit Committee failed “to prevent, correct, or inform the Board of the issuance of material misstatements and omissions regarding critical accounting issues and the adequacy of the Company’s internal controls”; (iv) “received payments, benefits, stock options, and other emoluments by virtue of their membership on the Board and their control of the Company”; (v) violated the Company’s Code of Conduct because they knowingly or recklessly engaged in and participated in making and/or causing the Company to make the materially false and misleading statements; and (vi) certain defendants “sold large amounts of Company stock while it was trading at artificially inflated prices.” The Graziano Derivative Complaint asserts claims for (1) breach of fiduciary; (2) breach of fiduciary duty against certain defendants for insider trading; (3) unjust enrichment; (4) aiding and abetting breach of fiduciary duty; and (5) waste of corporate assets. The Graziano Derivative Complaint seeks an award of “the amount of damages sustained by the Company”; seeks an order “[d]irecting Plug Power to take all necessary actions to reform and improve its corporate governance and internal procedures to comply with applicable laws and to protect Plug Power and its stockholders from a repeat of the damaging events described herein”; and related relief. The parties to the Graziano Derivative Complaint and Khambati Derivative Complaint have been consolidated in Plug Power, Inc. Stockholder Derivative Litiation, Consolidated C.A. No. 2022-0569 and, by stipulation approved by the court, the cases have been stayed pending the resolution of the motion to dismiss in the Securities Action. As previously disclosed, on August 28, 2018, a lawsuit was filed on behalf of multiple individuals against the Company and five corporate co-defendants in the 9th Judicial District Court, Rapides Parish, Louisiana. The lawsuit relates to the previously disclosed May 2018 accident involving a forklift powered by the Company’s fuel cell at a Procter & Gamble facility in Louisiana. The lawsuit alleges claims against the Company and co-defendants, including Structural Composites Industries, Deep South Equipment Co., Air Products and Chemicals, Inc., and Hyster-Yale Group, Inc. for claims under the Louisiana Product Liability Act (“LPLA”) including defect in construction and/or composition, design defect, inadequate warning, breach of express warranty and negligence for wrongful death and personal injuries, among other damages. Procter & Gamble has intervened in that suit to recover worker’s compensation benefits paid to or for the employees/dependents. Procter & Gamble has also filed suit for property damage, business interruption, loss of revenue, expenses, and other damages. Procter & Gamble alleges theories under the LPLA, breach of warranty and quasi-contractual claims under Louisiana law. Defendants include the Company and several of the same co-defendants from the August 2018 lawsuit, including Structural Composites Industries, Deep South Equipment Co., and Hyster-Yale Group, Inc. In April 2022, Plug reached a settlement with respect to the individual plaintiffs on terms well below the Company’s commercial liability insurance limits and continues to vigorously defend the remaining lawsuit against Proctor & Gamble. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable and marketable securities. Cash and restricted cash are maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $0.3 million. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s available-for-sale securities consists primarily of investments in U.S. Treasury securities and short-term high credit quality corporate debt securities. Equity securities are comprised of fixed income and equity market index mutual funds. Concentrations of credit risk with respect to receivables exist due to the limited number of select customers with whom the Company has commercial sales arrangements. To mitigate credit risk, the Company performs appropriate evaluation of a prospective customer’s financial condition. At September 30, 2022, one customer comprised 28.4% of the total accounts receivable balance. At December 31, 2021, one customer comprised approximately 46.6% of the total accounts receivable balance. For purposes of assigning a customer to a sale/leaseback transaction completed with a financial institution, the Company considers the end user of the assets to be the ultimate customer. For the three and nine months ended September 30, 2022, 66.9% and 53.2% of total consolidated revenues were associated with three customers, respectively. For the three and nine months ended September 30, 2021, 80.1% and 80.6% of total consolidated revenues were associated primarily with two and three customers, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2022 | |
Employee Benefit Plans | |
Employee Benefit Plans | 20. Employee Benefit Plans 2011 and 2021 Stock Option and Incentive Plan The Company has issued stock-based awards to employees and members of its Board of Directors (the “Board”) consisting of stock options and restricted stock awards. The Company accounts for all stock-based awards to employees and members of the Board as compensation costs in the consolidated financial statements based on their fair values measured as of the date of grant. These costs are recognized over the requisite service period. Stock-based compensation costs recognized, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were $44.2 million and $12.7 million for the three months ended September 30, 2022 and September 30, 2021, respectively. Stock-based compensation costs recognized, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were $127.7 million and $32.3 million for the nine months ended September 30, 2022 and September 30, 2021, respectively. The methods and assumptions used in the determination of the fair value of stock-based awards are consistent with those described in our 2021 Form 10-K. The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands): Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Cost of sales $ 1,821 $ 680 $ 4,928 $ 1,231 Research and development 1,483 1,782 4,062 4,534 Selling, general and administrative 40,935 10,237 118,710 26,550 $ 44,239 $ 12,699 $ 127,700 $ 32,315 Option Awards The Company issues options that are time and performance-based awards. All option awards are determined to be classified as equity awards. Service Stock Options Awards The following table reflects the service stock option activity for the nine months ended September 30, 2022: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2021 $ 9,786,909 $ 11.65 $ 7.70 $ 172,412 Granted 1,097,974 23.55 — — Exercised (727,992) 2.86 — — Forfeited (127,634) 24.05 — — Options outstanding at September 30, 2022 $ 10,029,257 $ 13.47 $ 7.35 $ 101,193 Options exercisable at September 30, 2022 6,561,842 8.35 6.63 90,283 Options unvested at September 30, 2022 $ 3,467,415 $ 23.15 $ 8.72 $ 10,910 The weighted average grant-date fair value of the service stock options granted during the three months ended September 30, 2022 and 2021 was $14.64 and $15.82, respectively. The weighted average grant-date fair value of the service stock options granted during the nine months ended September 30, 2022 and 2021 was $15.31 and $19.76, respectively. The total intrinsic fair value of service stock options exercised during the nine months ended September 30, 2022 and 2021 was $14.8 million and $102.1 million, respectively. The total fair value of the service stock options that vested during the three months ended September 30, 2022 and 2021 was approximately $15.5 million and $10.4 million, respectively. The total fair value of the service stock options that vested during the nine months ended September 30, 2022 and 2021 was approximately $21.74 million and $10.9 million, respectively. Compensation cost associated with service stock options represented approximately $6.8 million and $4.2 million of the total share-based payment expense recorded for the three months ended September 30, 2022 and 2021, respectively. Compensation cost associated with service stock options represented approximately $19.2 million and $11.9 million of the total share-based payment expense recorded for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, there was approximately $42.4 million of unrecognized compensation cost related to service stock option awards to be recognized over the weighted average remaining period of 1.85 years. Performance Stock Option Awards Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2021 14,020,000 $ 26.92 6.70 $ 18,336,200 Granted 1,500,000 26.38 6.89 — Options outstanding at September 30, 2022 15,520,000 $ 26.87 6.07 $ — Options exercisable at September 30, 2022 1,391,000 26.92 5.98 — Options unvested at September 30, 2022 14,129,000 $ 26.86 6.07 $ — The weighted average grant-date fair value of the performance stock options granted during the three and nine months ended September 30, 2022 and 2021 was $9.73 and $12.78, respectively. There were no performance stock options exercised during the nine months ended September 30, 2022 or 2021, respectively. The total fair value of the performance stock options that vested during the three and nine months ended September 30, 2022 and 2021 was approximately $20.8 million and $0 million, respectively. As of September 30, 2022, there were 2,782,000 unvested stock options for which the employee requisite service period has not been rendered but are expected to vest. The aggregate intrinsic value of these unvested stock options is $0 as of September 30, 2022. The weighted average remaining contractual term of these unvested stock options was 6.1 years as of September 30, 2022. Compensation cost associated with performance stock options represented approximately $26.1 million and $2.0 of the total share-based payment expense recorded for the three months ended September 30, 2022 and 2021, respectively. Compensation cost associated with performance stock options represented approximately $76.5 million and $2.0 of the total share-based payment expense recorded for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, there was approximately $89.7 million of unrecognized compensation cost related to performance stock option awards to be recognized over the weighted average remaining period of 2.07 years. Restricted Stock Awards The Company recorded expense associated with its restricted stock awards of approximately $11.3 million and $6.5 million for the three months ended September 30, 2022 and 2021, respectively. The Company recorded expense associated with its restricted stock awards of approximately $32.0 million and $18.5 million for the nine months ended September 30, 2022 and 2021, respectively. Additionally, as of September 30, 2022, there was $75.0 million of unrecognized compensation cost related to restricted stock awards to be recognized over the weighted average period of 1.91 years. A summary of restricted stock activity for the nine months ended September 30, 2022 is as follows (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted stock at December 31, 2021 4,851,873 $ 21.59 $ 136,968 Granted 1,476,152 23.60 — Vested (2,474,065) 13.87 — Forfeited (116,668) 24.89 — Unvested restricted stock at September 30, 2022 3,737,292 $ 23.50 $ 78,521 The weighted average grant-date fair value of the restricted stock awards granted during the three months ended September 30, 2022 and 2021, was $22.00 and $32.29, respectively. The weighted average grant-date fair value of the restricted stock awards granted during the nine months ended September 30, 2022 and 2021, was $23.60 and $32.29, respectively. The total fair value of restricted stock awards vested for the three months ended September 30, 2022 and 2021 was $25.5 million and $68.6 million, respectively. The total fair value of restricted stock awards vested for the nine months ended September 30, 2022, and 2021 was $34.3 million and $72.95 million, respectively. 401(k) Savings & Retirement Plan The Company issued 310,159 shares of common stock and 54,531 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the nine months ended September 30, 2022 and 2021, respectively. The Company’s expense for this plan was approximately $2.5 million, and $1.1 million for the three months ended September 30, 2022 and 2021, respectively. The Company’s expense for this plan was approximately $6.7 million and $3.4 million for the nine months ended September 30, 2022 and 2021, respectively. Non-Employee Director Compensation The Company granted 4,342 shares of common stock and 3,685 shares of common stock to non-employee directors as compensation for the three months ended September 30, 2022 and 2021, respectively. The Company granted 14,282 shares of common stock and 8,923 shares of common stock to non-employee directors as compensation for the nine months ended September 30, 2022 and 2021, 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 $0.1 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $0.3 million and $0.3 million for the nine months ended September 30, 2022 and 2021, respectively. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting | |
Segment Reporting | 21. Segment 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 as of Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 September 30, 2022 December 31, 2021 North America $ 157,426 $ 140,151 $ 385,620 $ 328,139 $ 1,047,036 $ 570,778 Other 31,202 3,771 95,078 12,298 10,203 2,778 Total $ 188,628 $ 143,922 $ 480,698 $ 340,437 $ 1,057,239 $ 573,556 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | 22. Subsequent Events We have evaluated events as of November 8, 2022 and have not identified any subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint venture with Renault SAS (“Renault”) named HyVia SAS, a French société par actions simplifiée (“HyVia”), AccionaPlug S.L., and SK Plug Hyverse Co., Ltd., 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, AccionaPlug S.L., and SK Plug Hyverse Co., Ltd. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”). The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2021 has been derived from the Company’s December 31, 2021 audited consolidated financial statements. The unaudited interim condensed consolidated financial statements contained herein should be read in conjunction with our 2021 Form 10-K . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Guidance Other than the adoption of the accounting guidance mentioned i n our 2021 Form 10-K, Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of September 30, 2022 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Joule Processing LLC | |
Schedule of fair value of consideration paid | The fair value of consideration paid by the Company in connection with the Joule acquisition was as follows (in thousands): Cash $ 28,140 Contingent consideration 41,732 Total consideration $ 69,872 |
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): Current assets $ 2,672 Property, plant and equipment 493 Right of use asset 182 Identifiable intangible assets 60,522 Lease liability (374) Current liabilities (2,612) Contract liability (3,818) Total net assets acquired, excluding goodwill $ 57,065 |
Business combination segment allocation | Goodwill associated with the Joule acquisition was calculated as follows (in thousands): Consideration paid $ 28,140 Contingent consideration 41,732 Less: net assets acquired (57,065) Total goodwill recognized $ 12,807 |
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 Inc. Common 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 (7,683) Deferred tax liability (16,541) Deferred revenue (12,990) Total net assets acquired, excluding goodwill $ 69,365 |
Business combination segment allocation | Goodwill associated with the Applied Cryo acquisition was calculated as follows (in thousands): Consideration paid $ 162,093 Less: net assets acquired (69,365) Total goodwill recognized $ 92,728 |
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 total 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 (11,259) Provision for loss contracts (2,636) Warranty provisions (7,566) Total net assets acquired, excluding goodwill $ 65,474 |
Business combination segment allocation | Goodwill associated with the Frames acquisition was calculated as follows (in thousands): Consideration paid $ 127,861 Less: net assets acquired (65,474) Total goodwill recognized $ 62,387 |
Schedule of unaudited pro forma financial information | The following table reflects the unaudited pro forma results of operations for the three and nine months ended September 30, 2021 assuming that the Frames acquisition had occurred on January 1, 2021 (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Revenue $ 159,304 $ 387,623 Net loss $ (105,294) $ (264,640) |
Extended Maintenance Contracts
Extended Maintenance Contracts (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Extended Maintenance Contracts | |
Schedule of accrual for loss contracts | The following table shows the rollforward of balance in the accrual for loss contracts, including changes due to the provision for loss accrual, loss accrual from acquisition, releases to service cost of sales, and releases due to the provision for warrants (in thousands): Nine months ended Year ended September 30, 2022 December 31, 2021 Beginning balance $ 89,773 $ 24,013 Provision for loss accrual 4,683 71,988 Loss accrual acquired from acquisition — 2,636 Releases to service cost of sales (30,827) (8,864) Increase to loss accrual related to customer warrants 4,160 Foreign currency translation adjustment (189) — Ending balance $ 67,600 $ 89,773 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share | |
Schedule of potential dilutive common shares | At September 30, 2022 2021 Stock options outstanding (1) 25,549,257 24,784,288 Restricted stock outstanding (2) 3,737,292 4,960,376 Common stock warrants (3) 96,017,181 80,017,181 Convertible Senior Notes (4) 39,170,766 39,170,766 Number of dilutive potential shares of common stock 164,474,496 148,932,611 (1) During the three months ended September 30, 2022 and 2021, the Company granted options for 1,838,123 and 15,732,335 shares of common stock, respectively. During the nine months ended September 30, 2022 and 2021, the Company granted options for 2,597,974 and 16,430,835 shares of common stock, respectively. (2) During the three months ended September 30, 2022 and 2021, the Company granted 295,661 shares of restricted stock awards and 54,000 shares of restricted stock units and 1,159,856 restricted stock awards, respectively. During the nine months ended September 30, 2022 and 2021, the Company granted 399,512 shares of restricted stock awards and 1,076,640 shares of restricted stock units and 1,812,856 restricted stock awards, respectively. (3) In August 2022, the Company issued a warrant to acquire up to 16,000,000 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had no shares exercised of the Company’s common stock as of September 30, 2022. In April 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 17,461,994 shares of the Company’s common stock as of September 30, 2022 and 2021, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of September 30, 2022 and 2021, respectively. (4) In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023 (the “ 5.5% Convertible Senior Notes”). In May 2020, the Company repurchased $66.3 million of the 5.5% Convertible Senior Notes and in the fourth quarter of 2020, $33.5 million of the 5.5% Convertible Senior Notes were converted into approximately 14.6 million shares of common stock. The remaining $0.2 million 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 due 2025 (the “ 3.75 Convertible Senior Notes). There were no conversions for the three and nine months ended September 30, 2022. There were no conversations for the three months ended September 30, 2021. For the nine months ended September 30, 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted, resulting in the issuance of 3,016,036 shares of common stock. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory | |
Schedule of Inventory | Inventory as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands): September 30, December 31, 2022 2021 Raw materials and supplies - production locations $ 384,397 $ 187,449 Raw materials and supplies - customer locations 17,482 16,294 Work-in-process 98,179 58,341 Finished goods 16,222 7,079 Inventory $ 516,280 $ 269,163 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment | |
Schedule of Property plant and equipment | Property, plant and equipment at September 30, 2022 and December 31, 2021 consisted of the following (in thousands): September 30, 2022 December 31, 2021 Land $ 1,165 $ 1,165 Construction in progress 473,429 169,415 Leasehold improvements 18,213 2,099 Software, machinery, and equipment 157,018 112,068 Property, plant, and equipment 649,825 284,747 Less: accumulated depreciation (42,557) (29,124) Property, plant, and equipment, net $ 607,268 $ 255,623 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets and Goodwill | |
Schedule of Intangible assets | The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of September 30, 2022 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 14 years $ 103,414 $ (10,534) $ 92,880 Dry stack electrolyzer technology 10 years 29,000 (1,692) 27,308 Customer relationships, Non-compete agreements, Backlog & Trademark 12 years 85,291 (9,832) 75,459 $ 217,705 $ (22,058) $ 195,647 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2021 were 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 relationships, Non-compete agreements, 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 |
Schedule of future amortization of intangible assets | The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2022 $ 5,064 2023 17,631 2024 17,570 2025 16,839 2026 15,441 2027 and thereafter 123,102 Total $ 195,647 |
Schedule of changes in the carrying amount of goodwill | The change in the carrying amount of goodwill for the nine month period ended September 30, 2022 was as follows (in thousands): Beginning balance at December 31, 2021 $ 220,436 Acquisitions 12,943 Measurement period adjustments 6,496 Foreign currency translation adjustment (9,156) Ending balance at September 30, 2022 $ 230,719 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) - 3.75% Convertible Senior Notes | 9 Months Ended |
Sep. 30, 2022 | |
Debt Instrument [Line Items] | |
Schedule of Convertible Senior Notes | The 3.75% Convertible Senior Notes consisted of the following (in thousands): September 30, 2022 Principal amounts: Principal $ 197,278 Unamortized debt issuance costs (1) (3,686) Net carrying amount $ 193,592 1) Included in the unaudited interim condensed consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method. |
Schedule of debt | The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes (in thousands, except for effective interest rate): September 30, September 30, 2022 2021 Interest expense $ 1,849 $ 1,849 Amortization of debt issuance costs 323 306 Total 2,172 2,155 Effective interest rate 4.5% 4.5% |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Schedule of accumulated other comprehensive income | Total Pre-Tax Amount Tax Net-of-Tax Amount June 30, 2022 $ (28,989) $ — $ (28,989) Net unrealized loss on available-for-sale securities (4,992) — (4,992) Foreign currency translation loss (1,044) — (1,044) September 30, 2022 $ (35,025) $ — $ (35,025) December 31, 2021 $ (1,532) $ — $ (1,532) Net unrealized loss on available-for-sale securities (23,401) — (23,401) Foreign currency translation loss (10,092) — (10,092) September 30, 2022 $ (35,025) $ — $ (35,025) Total Pre-Tax Amount Tax Net-of-Tax Amount June 30, 2021 $ 34 $ — $ 34 Net unrealized loss on available-for-sale securities (2,200) — (2,200) Foreign currency translation loss (172) — (172) September 30, 2021 $ (2,338) $ — $ (2,338) December 31, 2020 $ 2,451 $ — $ 2,451 Net unrealized loss on available-for-sale securities (4,075) — (4,075) Foreign currency translation loss (714) — (714) September 30, 2021 $ (2,338) $ — $ (2,338) |
Warrant Transaction Agreements
Warrant Transaction Agreements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Amazon | |
Schedule of Fair Value Assumption of Warrants | Tranches 1-3 Tranche 4 August 24, 2022 September 30, 2022 Risk-free interest rate 3.15% 3.90% Volatility 75.00% 75.00% Expected average term 7 years 4 years Exercise price $22.98 $18.91 Stock price $20.36 $12.71 |
Walmart | |
Schedule of Fair Value Assumption of Warrants | September 30, 2022 Risk-free interest rate 3.99% Volatility 75.00% Expected average term 3.5 years Exercise price $18.91 Stock price $12.09 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue | |
Schedule of disaggregation of revenue | The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended Nine months ended September 30 September 30 2022 2021 2022 2021 Sales of fuel cell systems $ 75,919 $ 67,032 $ 146,859 $ 152,620 Sales of hydrogen infrastructure 37,139 48,967 96,641 109,429 Sales of electolyzers 6,842 — 14,576 — Sales of engineered equipment 25,556 — 76,080 — Services performed on fuel cell systems and related infrastructure 8,406 6,677 25,468 18,397 Power Purchase Agreements 9,524 9,321 30,730 25,508 Fuel delivered to customers and related equipment 12,389 11,556 40,289 33,804 Sales of cryogenic equipment 12,529 — 48,909 — Other 324 369 1,146 679 Net revenue $ 188,628 $ 143,922 $ 480,698 $ 340,437 |
Schedule of receivables, contract assets and contract liabilities from contracts with customers | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): September 30, December 31, 2022 2021 Accounts receivable $ 95,472 $ 92,675 Contract assets 70,879 38,757 Contract liabilities 189,145 183,090 |
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 September 30, 2022 December 31, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (15,504) $ (14,638) Contract assets assumed as part of acquisition — 9,960 Contract assets related to warrants 25,425 — Revenue recognized and not billed as of the end of the period 22,201 25,246 Net change in contract assets $ 32,122 $ 20,568 Contract liabilities September 30, 2022 December 31, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 121,683 $ 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 (115,628) (110,974) Net change in contract liabilities $ 6,055 $ 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 of fuel cell systems and hydrogen Power Purchase five September 30, 2022 Sales of fuel cell systems $ 26,551 Sales of hydrogen installations and other infrastructure 28,492 Sales of electrolyzers 266,738 Sales of engineered equipment 26,859 Services performed on fuel cell systems and related infrastructure 121,761 Power Purchase Agreements 319,742 Fuel delivered to customers and related equipment 90,925 Sales of cryogenic equipment 50,674 Total estimated future revenue $ 931,742 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): As of September 30, 2022 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 12,023 $ 12,023 $ 12,023 $ — $ — Corporate bonds 211,533 211,533 — 211,533 — U.S. Treasuries 607,907 607,907 607,907 — — Equity securities 130,121 130,121 130,121 — — Swaps and forward contracts 650 650 — — 650 Liabilities Contingent consideration 94,485 94,485 — — 94,485 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 Swaps and forward contracts 981 981 981 — — |
Schedule of assets and liabilities measured at fair value on a recurring basis that have unobservable inputs | Financial Instrument Fair Value Valuation Technique Unobservable Input Range (weighted average) Contingent Consideration $ 83,443 Scenario based method Credit spread 16.24% Discount rate 17.56% - 19.19% (18.38%) 10,350 Monte carlo simulation Credit spread 16.24% Discount rate 18.84% - 19.09% Revenue volatility 49.11% 692 Monte carlo simulation Credit spread 16.24% Revenue volatility 40.7% - 24.4% (35.0%) Gross profit volatility 113.0% - 23.0% (65.0%) 94,485 |
Schedule of activity in the level 3 liabilities | The change in the carrying amount of Level 3 liabilities for the three and nine month period ended September 30, 2022 was as follows (in thousands): Nine months ended September 30, 2022 Beginning balance at December 31, 2021 $ 62,297 Payments (2,667) Additions due to acquisitions 41,732 Fair value adjustments 2,461 Foreign currency translation adjustment (604) Ending balance at March 31, 2022 103,219 Fair value adjustments (5,066) Foreign currency translation adjustment (1,645) Ending balance at June 30, 2022 96,508 Fair value adjustments — Foreign currency translation adjustment (2,023) Ending balance at September 30, 2022 $ 94,485 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments | |
Schedule of gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale | The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at September 30, 2022 are summarized as follows (in thousands): September 30, 2022 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 220,537 $ — $ (9,004) $ 211,533 — U.S. Treasuries 624,972 133 (17,198) 607,907 — Total $ 845,509 $ 133 $ (26,202) $ 819,440 $ — 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 fair value and gross unrealized losses on securities classified as available-for-sale | The following table summarizes the fair value and gross unrealized losses on securities classified as available-for-sale, and length of time that the individual securities have been in a continuous loss positon as of September 30, 2022 (in thousands): September 30, 2022 Less than 12 months 12 months or greater Total Fair Value of Fair Value of Fair Value of Investments with Gross Unrealized Investments with Gross Unrealized Investments with Gross Unrealized Unrealized Losses Losses Unrealized Losses Losses Unrealized Losses Losses Corporate bonds $ 433,615 $ (4,385) $ 385,825 $ (21,818) $ 819,440 $ (26,202) Total available-for-sale securities $ 433,615 $ (4,385) $ 385,825 $ (21,818) $ 819,440 $ (26,202) |
Schedule of investments classified as equity securities | The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at September 30, 2022 are summarized as follows (in thousands): September 30, 2022 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,247 $ — $ (2,854) $ 67,393 Exchange traded mutual funds 76,000 — (13,272) 62,728 Total $ 146,247 $ — $ (16,126) $ 130,121 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 September 30, 2022 and December 31, 2021 was as follows (in thousands): September 30, 2022 December 31, 2021 Amortized Fair Amortized Fair Maturity: Cost Value Cost Value Less than 12 months $ 437,867 $ 433,615 $ 670,584 $ 670,306 12 months or greater 407,642 385,825 572,349 569,959 Total $ 845,509 $ 819,440 $ 1,242,933 $ 1,240,265 |
Operating and Finance Lease L_2
Operating and Finance Lease Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Operating and Finance Lease Liabilities | |
Schedule of future minimum lease payments under operating leases | Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of September 30, 2022 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2022 $ 28,717 $ 2,501 $ 31,218 2023 65,008 9,731 74,739 2024 64,055 9,704 73,759 2025 59,685 12,615 72,300 2026 51,780 9,967 61,747 2027 and thereafter 97,981 5,596 103,577 Total future minimum payments 367,226 50,114 417,340 Less imputed interest (78,148) (7,034) (85,182) Total $ 289,078 $ 43,080 $ 332,158 |
Schedule of operating leases other information | Nine months ended Nine months ended September 30, 2022 September 30, 2021 Cash payments (in thousands) $ 44,565 $ 25,726 Weighted average remaining lease term (years) 6.31 5.72 Weighted average discount rate 11.1% 11.2% |
Schedule of finance leases other information | Nine months ended Nine months ended September 30, 2022 September 30, 2021 Cash payments (in thousands) $ 6,166 $ 2,128 Weighted average remaining lease term (years) 4.09 4.57 Weighted average discount rate 6.5% 6.9% |
Finance Obligation (Tables)
Finance Obligation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Finance Obligation | |
Schedule of future minimum payments under finance obligations | Future minimum payments under finance obligations notes above as of September 30, 2022 were as follows (in thousands): Total Sale of future Sale/leaseback Finance revenue - debt financings Obligations Remainder of 2022 $ 20,008 $ 1,057 $ 21,065 2023 80,034 4,091 84,125 2024 80,034 9,846 89,880 2025 74,777 942 75,719 2026 58,054 942 58,996 2027 and thereafter 64,686 1,759 66,445 Total future minimum payments 377,593 18,637 396,230 Less imputed interest (90,266) (2,370) (92,636) Total $ 287,327 $ 16,267 $ 303,594 |
Schedule of finance obligation other information | Nine months ended Nine months ended September 30, 2022 September 30, 2021 Cash payments (in thousands) $ 51,609 $ 41,325 Weighted average remaining term (years) 4.86 4.88 Weighted average discount rate 11.1% 11.3% |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of components and classification of stock-based compensation expense | The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands): Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Cost of sales $ 1,821 $ 680 $ 4,928 $ 1,231 Research and development 1,483 1,782 4,062 4,534 Selling, general and administrative 40,935 10,237 118,710 26,550 $ 44,239 $ 12,699 $ 127,700 $ 32,315 |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the nine months ended September 30, 2022 is as follows (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted stock at December 31, 2021 4,851,873 $ 21.59 $ 136,968 Granted 1,476,152 23.60 — Vested (2,474,065) 13.87 — Forfeited (116,668) 24.89 — Unvested restricted stock at September 30, 2022 3,737,292 $ 23.50 $ 78,521 |
Service Options Awards | |
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, 2021 $ 9,786,909 $ 11.65 $ 7.70 $ 172,412 Granted 1,097,974 23.55 — — Exercised (727,992) 2.86 — — Forfeited (127,634) 24.05 — — Options outstanding at September 30, 2022 $ 10,029,257 $ 13.47 $ 7.35 $ 101,193 Options exercisable at September 30, 2022 6,561,842 8.35 6.63 90,283 Options unvested at September 30, 2022 $ 3,467,415 $ 23.15 $ 8.72 $ 10,910 |
Performance Option Awards | |
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, 2021 14,020,000 $ 26.92 6.70 $ 18,336,200 Granted 1,500,000 26.38 6.89 — Options outstanding at September 30, 2022 15,520,000 $ 26.87 6.07 $ — Options exercisable at September 30, 2022 1,391,000 26.92 5.98 — Options unvested at September 30, 2022 14,129,000 $ 26.86 6.07 $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting | |
Schedule of revenue from external customers and long-lived assets, by geographical areas | Revenues Long-Lived Assets as of Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 September 30, 2022 December 31, 2021 North America $ 157,426 $ 140,151 $ 385,620 $ 328,139 $ 1,047,036 $ 570,778 Other 31,202 3,771 95,078 12,298 10,203 2,778 Total $ 188,628 $ 143,922 $ 480,698 $ 340,437 $ 1,057,239 $ 573,556 |
Nature of Operations - Descript
Nature of Operations - Description Of Business (Details) | 9 Months Ended |
Sep. 30, 2022 T | |
Plug Power LA JV LLC | |
Description of Business | |
Ownership interest percentage | 50% |
Niloco Hydrogen Holdings LLC | |
Description of Business | |
Ownership interest percentage | 50% |
Hidrogenii | |
Description of Business | |
Construction capacity per day. | 15 |
Acquisitions - Fair value of co
Acquisitions - Fair value of consideration (Details) - USD ($) $ in Thousands | Jan. 14, 2022 | Dec. 09, 2021 | Nov. 22, 2021 |
Joule Processing LLC | |||
Cash | $ 28,140 | ||
Contingent consideration | 41,732 | ||
Total consideration | $ 69,872 | ||
Applied Cryo Technologies | |||
Cash | $ 98,559 | ||
Plug Power Inc. Common Stock | 46,697 | ||
Contingent consideration | 14,000 | ||
Settlement of pre existing relationship | 2,837 | ||
Total consideration | 162,093 | ||
Consideration held by paying agent. | $ 5,000 | ||
Frames Holding B.V. | |||
Cash | $ 94,541 | ||
Contingent consideration | 29,057 | ||
Settlement of pre existing relationship | 4,263 | ||
Total consideration | $ 127,861 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 14, 2022 | Dec. 31, 2021 | Dec. 09, 2021 | Nov. 22, 2021 |
Joule Processing LLC | |||||
Preliminary allocation of the purchase price to the estimated fair value of the net assets acquired | |||||
Current assets | $ 2,672 | ||||
Property, plant and equipment | 493 | ||||
Right of use asset | 182 | ||||
Identifiable intangible assets | 60,522 | ||||
Lease liability | (374) | ||||
Current liabilities | (2,612) | ||||
Contract liability | (3,818) | ||||
Total net assets acquired, excluding goodwill | $ 57,065 | ||||
Applied Cryo Technologies | |||||
Preliminary allocation of the purchase price to the estimated fair value of the net assets acquired | |||||
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 | (7,683) | ||||
Deferred tax liability | $ (16,500) | (16,541) | |||
Deferred revenue | (12,990) | ||||
Total net assets acquired, excluding goodwill | $ 69,365 | ||||
Frames Holding B.V. | |||||
Preliminary allocation of the purchase price to the estimated fair value of the net assets acquired | |||||
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 | $ (4,100) | (11,259) | |||
Provision for loss contracts | (2,636) | ||||
Warranty provisions | (7,566) | ||||
Total net assets acquired, excluding goodwill | $ 65,474 |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) - USD ($) $ in Thousands | Jan. 14, 2022 | Dec. 09, 2021 | Nov. 22, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Total goodwill recognized | $ 230,719 | $ 220,436 | |||
Joule Processing LLC | |||||
Consideration paid | $ 28,140 | ||||
Contingent consideration | 41,732 | ||||
Consideration paid | 69,872 | ||||
Less: net assets acquired | (57,065) | ||||
Total goodwill recognized | $ (12,807) | ||||
Applied Cryo Technologies | |||||
Consideration paid | $ 98,559 | ||||
Contingent consideration | 14,000 | ||||
Consideration paid | 162,093 | ||||
Less: net assets acquired | (69,365) | ||||
Total goodwill recognized | $ 92,728 | ||||
Frames Holding B.V. | |||||
Consideration paid | $ 94,541 | ||||
Contingent consideration | 29,057 | ||||
Consideration paid | 127,861 | ||||
Less: net assets acquired | (65,474) | ||||
Total goodwill recognized | $ 62,387 |
Acquisitions - Narratives (Deta
Acquisitions - Narratives (Details) $ in Thousands, € in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jan. 14, 2022 USD ($) | Dec. 09, 2021 USD ($) installment | Nov. 22, 2021 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 09, 2021 EUR (€) | |
Adjustment to goodwill | $ (6,496) | ||||||||||||
Change in fair value | $ 8,530 | (2,605) | $ 8,760 | ||||||||||
Net loss | $ (170,758) | $ (173,296) | $ (156,489) | (106,671) | $ (99,634) | $ (60,746) | (500,543) | (267,051) | |||||
Joule Processing LLC | |||||||||||||
Earn-out payments | $ 130,000 | 41,700 | 41,700 | ||||||||||
Achievement of revenue targets | 90,000 | ||||||||||||
Achievement of cost targets | 40,000 | ||||||||||||
Adjustment to goodwill | 0 | 100 | |||||||||||
Acquired | 60,522 | ||||||||||||
Fair value of contingent consideration | 36,900 | 36,900 | |||||||||||
Change in fair value | 0 | 4,800 | |||||||||||
Revenue | 600 | 3,900 | |||||||||||
Joule Processing LLC | Developed Technology Rights | |||||||||||||
Acquired | $ 59,200 | ||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||||||||
Joule Processing LLC | Trade Names | |||||||||||||
Acquired | $ 800 | ||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 4 years | ||||||||||||
Joule Processing LLC | Noncompete Agreements | |||||||||||||
Acquired | $ 500 | ||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 6 years | ||||||||||||
Applied Cryo Technologies | |||||||||||||
Percentage of outstanding shares | 100% | ||||||||||||
Earn-out payments | $ 30,000 | 14,000 | 14,000 | ||||||||||
Achievement of revenue targets | 15,000 | ||||||||||||
Achievement of cost targets | 15,000 | ||||||||||||
Adjustment to goodwill | 0 | 500 | |||||||||||
Acquired | 70,484 | ||||||||||||
Fair value of contingent consideration | 13,700 | 13,700 | |||||||||||
Change in fair value | 0 | (300) | |||||||||||
Deferred tax liability | 16,541 | $ 16,500 | |||||||||||
Reduction to valuation allowance | 16,500 | ||||||||||||
Deferred tax benefit | $ 16,500 | ||||||||||||
Revenue | 11,700 | 44,700 | |||||||||||
Applied Cryo Technologies | Developed Technology Rights | |||||||||||||
Acquired | $ 26,300 | ||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||||||||
Applied Cryo Technologies | Customer Relationships | |||||||||||||
Acquired | $ 26,600 | ||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||||||||
Applied Cryo Technologies | Trade Names | |||||||||||||
Acquired | $ 13,700 | ||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||||||||
Applied Cryo Technologies | Noncompete Agreements | |||||||||||||
Acquired | $ 1,000 | ||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 3 years | ||||||||||||
Applied Cryo Technologies | Customer Backlog | |||||||||||||
Acquired | $ 2,900 | ||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 1 year | ||||||||||||
Frames Holding B.V. | |||||||||||||
Percentage of outstanding shares | 100% | 100% | |||||||||||
Earn-out payments | € | € 30 | ||||||||||||
Achievement of cost targets | 29,100 | 29,100 | |||||||||||
Acquired | $ 50,478 | ||||||||||||
Contingent consideration, number of installments | installment | 2 | ||||||||||||
Increase in goodwill | 0 | 7,200 | |||||||||||
Fair value of contingent consideration | 26,200 | 26,200 | |||||||||||
Change in fair value | 0 | 1,100 | |||||||||||
Deferred tax liability | $ 11,259 | 4,100 | 4,100 | ||||||||||
Revenue | $ 25,400 | $ 76,000 | |||||||||||
Frames Holding B.V. | Pro Forma | |||||||||||||
Revenue | 159,304 | 387,623 | |||||||||||
Net loss | $ (105,294) | $ (264,640) | |||||||||||
Frames Holding B.V. | Developed Technology Rights | |||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 8 years | ||||||||||||
Fair value of acquisition | $ 5,300 | ||||||||||||
Frames Holding B.V. | Customer Relationships | |||||||||||||
Fair value of acquisition | $ 27,200 | ||||||||||||
Frames Holding B.V. | Customer Relationships | MPEEM approach | |||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 17 years | ||||||||||||
Frames Holding B.V. | Trade Names | |||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 8 years | ||||||||||||
Fair value of acquisition | $ 11,600 | ||||||||||||
Frames Holding B.V. | Noncompete Agreements | |||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 4 years | ||||||||||||
Fair value of acquisition | $ 4,900 | ||||||||||||
Frames Holding B.V. | Backlog | |||||||||||||
Estimated useful lives of acquired finite-lived intangible assets | 1 year | ||||||||||||
Fair value of acquisition | $ 1,400 |
Extended Maintenance Contract_2
Extended Maintenance Contracts (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrual for loss contracts | ||
Beginning balance | $ 89,773 | $ 24,013 |
Provision for loss accrual | 4,683 | 71,988 |
Loss accrual acquired from acquisition | 2,636 | |
Releases to service cost of sales | (30,827) | (8,864) |
Increase to loss accrual related to customer warrants | 4,160 | |
Foreign currency translation adjustment | (189) | |
Ending balance | $ 67,600 | $ 89,773 |
Earnings Per Share - Dilutive P
Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Jan. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 24, 2022 | Mar. 31, 2021 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Mar. 31, 2018 | Jul. 20, 2017 | Apr. 04, 2017 | |
Earnings Per Share | |||||||||||||||||
Number of dilutive potential common stock | 164,474,496 | 148,932,611 | |||||||||||||||
Common stock shares issued | 43,700,000 | 35,276,250 | |||||||||||||||
3.75% Convertible Senior Notes | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Principal amount | $ 197,278 | $ 15,200 | $ 197,278 | $ 15,200 | $ 212,500 | $ 12,500 | $ 200,000 | ||||||||||
Conversion of notes through common stock issuance | 0 | 0 | 0 | 3,016,036 | |||||||||||||
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 | ||||||||||||||||
Interest rate (as a percent) | 7.50% | ||||||||||||||||
5.5% Convertible Senior Notes | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Principal amount | $ 200 | $ 33,500 | $ 100,000 | ||||||||||||||
Conversion of notes through common stock issuance | 69,808 | 14,600,000 | |||||||||||||||
Repurchase amount | $ 66,300 | ||||||||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||||||||||
Restricted Stock | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of shares granted during period | 1,159,856 | 1,476,152 | 1,812,856 | ||||||||||||||
2022 Amazon transaction agreement | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 | ||||||||||||||||
Warrants Exercised During the Period | 0 | ||||||||||||||||
Warrants issued in July 2017 | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of warrants exercised (in shares) | 13,094,217 | 13,094,217 | |||||||||||||||
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 | ||||||||||||||||
Number of warrants exercised (in shares) | 17,461,994 | 17,461,994 | |||||||||||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | ||||||||||||||||
Number of warrants exercised (in shares) | 0 | 7,274,565 | 0 | 7,274,565 | |||||||||||||
Stock options outstanding | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of dilutive potential common stock | 25,549,257 | 24,784,288 | |||||||||||||||
Options granted | 1,838,123 | 15,732,335 | 2,597,974 | 16,430,835 | |||||||||||||
Restricted Stock | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of dilutive potential common stock | 3,737,292 | 4,960,376 | |||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of shares granted during period | 54,000 | 399,512 | |||||||||||||||
Restricted Stock Awards (RSAs) [Member] | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of shares granted during period | 295,661 | 1,076,640 | |||||||||||||||
Common stock warrants | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of dilutive potential common stock | 96,017,181 | 80,017,181 | |||||||||||||||
Convertible senior notes | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Number of dilutive potential common stock | 39,170,766 | 39,170,766 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory | ||
Raw materials and supplies - production locations | $ 384,397 | $ 187,449 |
Raw materials and supplies - customer locations | 17,482 | 16,294 |
Work-in-process | 98,179 | 58,341 |
Finished goods | 16,222 | 7,079 |
Inventory | $ 516,280 | $ 269,163 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Plant | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Property, plant and equipment | |||||
Property, plant, and equipment | $ 649,825 | $ 649,825 | $ 284,747 | ||
Less: accumulated depreciation | (42,557) | (42,557) | (29,124) | ||
Property, plant, and equipment, net | 607,268 | 607,268 | 255,623 | ||
Capitalized interest | 4,000 | 9,800 | |||
Depreciation expense | 5,400 | $ 1,900 | $ 13,500 | $ 5,200 | |
Number of hydrogen production plant | Plant | 5 | ||||
Land | |||||
Property, plant and equipment | |||||
Property, plant, and equipment | 1,165 | $ 1,165 | 1,165 | ||
Construction in progress | |||||
Property, plant and equipment | |||||
Property, plant, and equipment | 473,429 | 473,429 | 169,415 | ||
Leasehold Improvements | |||||
Property, plant and equipment | |||||
Property, plant, and equipment | 18,213 | 18,213 | 2,099 | ||
Software, machinery and equipment | |||||
Property, plant and equipment | |||||
Property, plant, and equipment | $ 157,018 | $ 157,018 | $ 112,068 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Gross Carrying Amount (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Gross Carrying Amount | $ 217,705 | $ 165,027 |
Accumulated Amortization | (22,058) | (6,819) |
Total | $ 195,647 | 158,208 |
In process research and development | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Gross Carrying Amount | 29,000 | |
Total | $ 29,000 | |
Acquired technology | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 14 years | 13 years |
Gross Carrying Amount | $ 103,414 | $ 45,530 |
Accumulated Amortization | (10,534) | (5,392) |
Total | $ 92,880 | $ 40,138 |
Dry stack electrolyzer technology | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 10 years | |
Gross Carrying Amount | $ 29,000 | |
Accumulated Amortization | (1,692) | |
Total | $ 27,308 | |
Customer relationships, Non-compete agreements, Backlog & Trademark | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 12 years | 12 years |
Gross Carrying Amount | $ 85,291 | $ 90,497 |
Accumulated Amortization | (9,832) | (1,427) |
Total | $ 75,459 | $ 89,070 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Amortization of Intangible Assets | $ 15,238 | $ 1,095 | ||
Estimated amortization expense | ||||
Remainder of 2022 | $ 5,064 | 5,064 | ||
2023 | 17,631 | 17,631 | ||
2024 | 17,570 | 17,570 | ||
2025 | 16,839 | 16,839 | ||
2026 | 15,441 | 15,441 | ||
2027 and thereafter | 123,102 | 123,102 | ||
Total | 195,647 | 195,647 | ||
Acquired technology | ||||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||||
Amortization of Intangible Assets | $ 4,900 | $ 400 | $ 15,200 | $ 1,100 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 220,436 |
Acquisitions | 12,943 |
Measurement period adjustments | 6,496 |
Foreign currency translation adjustment | (9,156) |
Goodwill, Ending Balance | $ 230,719 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Mar. 31, 2019 |
Long-Term Debt | ||
Incremental term loan | $ 57.3 | |
Generate Lending, LLC | Secured term loan facility | Loan and security agreement | ||
Long-Term Debt | ||
Loan Amount | $ 100 |
Convertible Senior Notes - Conv
Convertible Senior Notes - Conversion (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | May 31, 2020 | May 29, 2020 | May 18, 2020 | |
Convertible Senior Notes | |||||||
Conversion of convertible senior notes to common stock | $ 15,345 | ||||||
3.75% Convertible Senior Notes | |||||||
Convertible Senior Notes | |||||||
Principal amount | $ 197,278 | $ 197,278 | $ 15,200 | $ 212,500 | $ 12,500 | $ 200,000 | |
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% |
Conversion of convertible senior notes to common stock | $ 0 | $ 0 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | May 31, 2020 | May 29, 2020 | May 18, 2020 |
Convertible Senior Notes | ||||||
Net carrying amount | $ 193,592 | $ 192,633 | ||||
3.75% Convertible Senior Notes | ||||||
Convertible Senior Notes | ||||||
Principal amount | 197,278 | $ 15,200 | $ 212,500 | $ 12,500 | $ 200,000 | |
Unamortized debt issuance costs | (3,686) | |||||
Net carrying amount | $ 193,592 |
Convertible Senior Notes - Expe
Convertible Senior Notes - Expenses and Interest (Details) - 3.75% Convertible Senior Notes - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 1,849 | $ 1,849 |
Amortization of debt issuance costs | 323 | 306 |
Total | $ 2,172 | $ 2,155 |
Effective interest rate (as a percent) | 4.50% | 4.50% |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call and Common Stock Forward (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
May 18, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | Mar. 31, 2018 | |
Capped Call and Common Stock Forward | |||||||||||||
Closing stock price on grant date | $ 22.25 | $ 10.25 | |||||||||||
Common stock shares issued | 43,700,000 | 35,276,250 | |||||||||||
Common Stock Forward | |||||||||||||
Capped Call and Common Stock Forward | |||||||||||||
Net cost incurred | $ 27,500 | ||||||||||||
Number of shares settled | 0 | 0 | 0 | 8,100,000 | |||||||||
3.75% Convertible Senior Notes | |||||||||||||
Capped Call and Common Stock Forward | |||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |||||
Principal amount | $ 200,000 | $ 197,278 | $ 15,200 | $ 197,278 | $ 15,200 | $ 212,500 | $ 12,500 | ||||||
Closing stock price on grant date | $ 21.01 | $ 21.01 | |||||||||||
Convertible senior notes | $ 849,000 | $ 849,000 | |||||||||||
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% | ||||||||||||
Closing stock price on grant date | $ 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% | ||||||||
Principal amount | $ 200 | $ 33,500 | $ 100,000 | ||||||||||
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) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 9 Months Ended | |||
Feb. 28, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Feb. 28, 2021 | Sep. 30, 2021 | Aug. 24, 2022 | |
Stockholders' equity | ||||||
Net proceeds from shares of common stock sold | $ 927,300 | $ 344,400 | $ 3,587,830 | |||
Common stock shares issued | 43,700,000 | 35,276,250 | ||||
Share price (in dollars per share) | $ 22.25 | $ 10.25 | ||||
SK Holdings Co LTD | ||||||
Stockholders' equity | ||||||
Net proceeds from shares of common stock sold | $ 1,600,000 | |||||
Common stock shares issued | 54,966,188 | |||||
Per share price of shares of common stock | $ 29.2893 | $ 29.2893 | ||||
Public Offerings | ||||||
Stockholders' equity | ||||||
Net proceeds from shares of common stock sold | $ 2,000,000 | |||||
Common stock shares issued | 32,200,000 | |||||
Share price (in dollars per share) | $ 65 | $ 65 | ||||
2022 Amazon transaction agreement | ||||||
Stockholders' equity | ||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated other comprehensive income | ||||||||
Balance | $ 4,338,581 | $ 4,476,232 | $ 4,605,696 | $ 4,830,869 | $ 4,919,063 | $ 1,466,919 | $ 4,605,696 | $ 1,466,919 |
Net-of-Tax Amount | (6,036) | (10,527) | (16,930) | (2,372) | (1,386) | (1,031) | ||
Balance | 4,223,576 | 4,338,581 | 4,476,232 | 4,706,889 | 4,830,869 | 4,919,063 | 4,223,576 | 4,706,889 |
AOCI attributable to parent | ||||||||
Accumulated other comprehensive income | ||||||||
Balance | (28,989) | $ (1,532) | 34 | $ 2,451 | (1,532) | 2,451 | ||
Balance | (35,025) | $ (28,989) | (2,338) | $ 34 | (35,025) | (2,338) | ||
Net unrealized loss on available-for-sale securities | ||||||||
Accumulated other comprehensive income | ||||||||
Total Pre-Tax Amount | (4,992) | (2,200) | (23,401) | (4,075) | ||||
Net-of-Tax Amount | (4,992) | (2,200) | (23,401) | (4,075) | ||||
Foreign currency translation loss | ||||||||
Accumulated other comprehensive income | ||||||||
Total Pre-Tax Amount | (1,044) | (172) | (10,092) | (714) | ||||
Net-of-Tax Amount | $ (1,044) | $ (172) | $ (10,092) | $ (714) |
Warrant Transaction Agreement_2
Warrant Transaction Agreements - Amazon.com, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 24, 2022 USD ($) $ / shares D shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 shares | Dec. 31, 2021 $ / shares shares | Apr. 04, 2017 shares | |
Class of Warrant or Right [Line Items] | ||||||
Minimum percentage of warrants vested and exercisable automatically | 60% | |||||
Par value, common stock | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
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) | 55,286,696 | |||||
Number of warrants exercised (in shares) | 17,461,994 | 17,461,994 | ||||
Warrant shares vested (in shares) | 55,286,696 | |||||
Warrants issued with the Amazon, Inc transaction agreement | Amazon | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of warrants exercised (in shares) | 17,461,994 | 17,461,994 | ||||
Warrant Issued With Amazon | ||||||
Class of Warrant or Right [Line Items] | ||||||
Cash payments to be received under agreement | $ | $ 2,100 | |||||
Warrant percentage weighted average share price | 90% | |||||
Warrant Issued With Amazon | Vesting of First Warrants Shares | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of warrants exercisable | 9,000,000 | |||||
Warrant shares vested (in shares) | 9,000,000 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 22.9841 | |||||
Fair value of warrants per share | $ / shares | $ 20.36 | |||||
Warrant Issued With Amazon | Vesting of Remaining Warrants Shares | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant shares vested (in shares) | 7,000,000 | |||||
Warrant Issued With Amazon | Vest in multiple tranches | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 15,000,000 | |||||
Vesting period | 7 years | |||||
Warrant shares vested (in shares) | 15,000,000 | |||||
2022 Amazon transaction agreement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 | |||||
Reduction in revenue | $ | $ 1.8 | $ 1.8 | ||||
Warrant shares vested (in shares) | 1,000,000 | 1,000,000 | ||||
Class Of Warrant Or Right Exercisable on Vesting Threshold Trading Days | D | 30 | |||||
Warrant charge capitalized | $ | $ 20.4 | $ 20.4 | ||||
2022 Amazon transaction agreement | Vest immediately upon issuance | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant shares vested (in shares) | 1,000,000 | |||||
2022 Amazon transaction agreement | Tranches 1-3 | Risk free interest rate | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants and rights outstanding measurement input | 0.0315 | |||||
2022 Amazon transaction agreement | Tranches 1-3 | Volatility | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants and rights outstanding measurement input | 0.7500 | |||||
2022 Amazon transaction agreement | Tranches 1-3 | Expected average term | ||||||
Class of Warrant or Right [Line Items] | ||||||
Expected average term | 7 years | |||||
2022 Amazon transaction agreement | Tranches 1-3 | Exercise price | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants and rights outstanding measurement input | $ / shares | 22.98 | |||||
2022 Amazon transaction agreement | Tranches 1-3 | Stock price | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants and rights outstanding measurement input | $ / shares | 20.36 | |||||
2022 Amazon transaction agreement | Tranche 4 | Risk free interest rate | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants and rights outstanding measurement input | 0.0390 | 0.0390 | ||||
2022 Amazon transaction agreement | Tranche 4 | Volatility | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants and rights outstanding measurement input | 0.7500 | 0.7500 | ||||
2022 Amazon transaction agreement | Tranche 4 | Expected average term | ||||||
Class of Warrant or Right [Line Items] | ||||||
Expected average term | 4 years | |||||
2022 Amazon transaction agreement | Tranche 4 | Exercise price | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants and rights outstanding measurement input | $ / shares | 18.91 | 18.91 | ||||
2022 Amazon transaction agreement | Tranche 4 | Stock price | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants and rights outstanding measurement input | $ / shares | 12.71 | 12.71 |
Warrant Transaction Agreement_3
Warrant Transaction Agreements - Walmart Stores, Inc. Transaction Agreement (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 shares | Jul. 20, 2017 shares | |
Warrants issued with the Walmart Stores, Inc transaction agreement | ||||||
Warrant Transaction Agreements | ||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | |||||
Reduction in revenue | $ | $ 6.7 | $ 1.2 | $ 10.4 | $ 4.4 | ||
Warrant shares vested (in shares) | 20,368,782 | 20,368,782 | 20,368,782 | |||
Number of warrants exercised (in shares) | 0 | 7,274,565 | 0 | 7,274,565 | ||
Walmart | ||||||
Warrant Transaction Agreements | ||||||
Number of warrants exercised (in shares) | 13,094,217 | 13,094,217 | ||||
Walmart | Risk free interest rate | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | 0.0399 | 0.0399 | ||||
Walmart | Volatility | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | 0.7500 | 0.7500 | ||||
Walmart | Expected average term | ||||||
Warrant Transaction Agreements | ||||||
Expected average term | 3 years 6 months | |||||
Walmart | Exercise price | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | 18.91 | 18.91 | ||||
Walmart | Stock price | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | 12.09 | 12.09 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Net revenue | $ 188,628 | $ 143,922 | $ 480,698 | $ 340,437 |
Sales of fuel cell systems | ||||
Revenue | ||||
Net revenue | 75,919 | 67,032 | 146,859 | 152,620 |
Sale of hydrogen infrastructure | ||||
Revenue | ||||
Net revenue | 37,139 | 48,967 | 96,641 | 109,429 |
Sale of electrolyzers | ||||
Revenue | ||||
Net revenue | 6,842 | 14,576 | ||
Sales of engineered equipment | ||||
Revenue | ||||
Net revenue | 25,556 | 76,080 | ||
Services performed on fuel cell systems and related infrastructure | ||||
Revenue | ||||
Net revenue | 8,406 | 6,677 | 25,468 | 18,397 |
Power purchase agreements | ||||
Revenue | ||||
Net revenue | 9,524 | 9,321 | 30,730 | 25,508 |
Fuel delivered to customers and related equipment | ||||
Revenue | ||||
Net revenue | 12,389 | 11,556 | 40,289 | 33,804 |
Sale of cryogenic equipment | ||||
Revenue | ||||
Net revenue | 12,529 | 48,909 | ||
Other | ||||
Revenue | ||||
Net revenue | $ 324 | $ 369 | $ 1,146 | $ 679 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue | ||
Accounts receivable | $ 95,472 | $ 92,675 |
Contract assets | 70,879 | 38,757 |
Contract liabilities | $ 189,145 | $ 183,090 |
Revenue - Changes in contract a
Revenue - Changes in contract assets and contract liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Contract assets | ||
Net change in contract assets | $ (7,027) | |
Contract liabilities | ||
Increases due to cash received, net of amounts recognized as revenue during the period | 121,683 | $ 182,052 |
Contract liabilities assumed as part of acquisition | 35,727 | |
Revenue recognized that was included in the contract liability balance as of the beginning of the period | (115,628) | (110,974) |
Net change in contract liabilities | 6,055 | 106,805 |
Sales of fuel cell systems | ||
Contract assets | ||
Transferred to receivables from contract assets recognized at the beginning of the period | (15,504) | (14,638) |
Contract assets assumed as part of acquisition | 9,960 | |
Contract assets related to warrants | 25,425 | |
Revenue recognized and not billed as of the end of the period | 22,201 | 25,246 |
Net change in contract assets | 32,122 | $ 20,568 |
Contract liabilities | ||
Contract assets related to warrants | $ 25,425 |
Revenue - Estimated future reve
Revenue - Estimated future revenue (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Revenue | |
Total estimated future revenue | $ 931,742 |
Sales of fuel cell systems | |
Revenue | |
Total estimated future revenue | 26,551 |
Sale of hydrogen installations and other infrastructure | |
Revenue | |
Total estimated future revenue | 28,492 |
Sale of electrolyzers | |
Revenue | |
Total estimated future revenue | 266,738 |
Sales of engineered equipment | |
Revenue | |
Total estimated future revenue | 26,859 |
Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Total estimated future revenue | 121,761 |
Power purchase agreements | |
Revenue | |
Total estimated future revenue | 319,742 |
Fuel delivered to customers and related equipment | |
Revenue | |
Total estimated future revenue | 90,925 |
Sale of cryogenic equipment | |
Revenue | |
Total estimated future revenue | $ 50,674 |
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 Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue | ||
Capitalized contract costs | $ 0.6 | $ 0.4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes | ||||
Income tax expense | $ 1,521 | $ 0 | $ 1,530 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Fair Value Measurements | ||
Assets, transfers from level 1 to level 2 | $ 0 | $ 0 |
Assets, transfers from level 2 to level 1 | 0 | 0 |
Asset transfer into Level 3 | 0 | 0 |
Asset transfer out of Level 3 | 0 | 0 |
Liabilities, transfers from level 1 to level 2 | 0 | 0 |
Liabilities, transfers from level 2 to level 1 | 0 | 0 |
Liabilities transfer into Level 3 | 0 | 0 |
Liabilities transfer out of Level 3 | 0 | 0 |
Payments to acquire equity method investments | $ 9,100 | $ 33,300 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - Recurring basis - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 | Swaps and Forward Contracts | ||
Fair Value | ||
Liabilities, Fair value | $ 981 | |
Level 1 | Cash and cash equivalents | ||
Fair Value | ||
Assets, Fair Value | $ 12,023 | 115,241 |
Level 1 | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 607,907 | 1,013,883 |
Level 1 | Equity securities | ||
Fair Value | ||
Assets, Fair Value | 130,121 | 147,995 |
Level 1 | Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Fair Value | 70 | |
Level 2 | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 211,533 | 226,382 |
Level 3 | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 94,485 | 62,297 |
Level 3 | Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Fair Value | 650 | |
Carrying value | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 94,485 | 62,297 |
Carrying value | Swaps and Forward Contracts | ||
Fair Value | ||
Liabilities, Fair value | 981 | |
Carrying value | Cash and cash equivalents | ||
Fair Value | ||
Assets, Fair Value | 12,023 | 115,241 |
Carrying value | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 211,533 | 226,382 |
Carrying value | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 607,907 | 1,013,883 |
Carrying value | Equity securities | ||
Fair Value | ||
Assets, Fair Value | 130,121 | 147,995 |
Carrying value | Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Fair Value | 650 | 70 |
Fair value | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 94,485 | 62,297 |
Fair value | Swaps and Forward Contracts | ||
Fair Value | ||
Liabilities, Fair value | 981 | |
Fair value | Cash and cash equivalents | ||
Fair Value | ||
Assets, Fair Value | 12,023 | 115,241 |
Fair value | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 211,533 | 226,382 |
Fair value | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 607,907 | 1,013,883 |
Fair value | Equity securities | ||
Fair Value | ||
Assets, Fair Value | 130,121 | 147,995 |
Fair value | Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Fair Value | $ 650 | $ 70 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and liabilities measured at fair value on recurring basis that have unobservable inputs (Details) - Recurring basis - Level 3 | Sep. 30, 2022 USD ($) | Jun. 30, 2020 USD ($) |
Frames, ACT And Joule | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | $ 76,600,000 | |
Acquisition 2020 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | 17,900,000 | |
Giner ELX, Inc | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | 16,500,000 | $ 16,000,000 |
United Hydrogen Group Inc | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | 1,400,000 | |
Scenario based method | Credit spread | Business Combination, One | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | $ 16.24 | |
Scenario based method | Discount rate | Business Combination, One | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 17.56 | |
Scenario based method | Discount rate | Business Combination, One | Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 19.19 | |
Scenario based method | Discount rate | Business Combination, One | Weighted Average | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 18.38 | |
Monte carlo simulation | Credit spread | Business Combination, Two | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 16.24 | |
Monte carlo simulation | Credit spread | Business Combination, Three | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 16.24 | |
Monte carlo simulation | Discount rate | Business Combination, Two | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 18.84 | |
Monte carlo simulation | Discount rate | Business Combination, Two | Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 19.09 | |
Monte carlo simulation | Revenue volatility | Business Combination, Two | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | $ 49.11 | |
Monte carlo simulation | Revenue volatility | Business Combination, Three | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 35 | |
Monte carlo simulation | Revenue volatility | Business Combination, Three | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 24.4 | |
Monte carlo simulation | Revenue volatility | Business Combination, Three | Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 40.7 | |
Monte carlo simulation | Gross profit volatility | Business Combination, Three | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 23 | |
Monte carlo simulation | Gross profit volatility | Business Combination, Three | Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 113 | |
Monte carlo simulation | Gross profit volatility | Business Combination, Three | Weighted Average | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 65 | |
Fair value | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration | $ 94,485,000 | |
Fair value | Scenario based method | Business Combination, One | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration | 83,443,000 | |
Fair value | Monte carlo simulation | Business Combination, Two | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration | 10,350,000 | |
Fair value | Monte carlo simulation | Business Combination, Three | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration | $ 692,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Instruments Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Reconciliations of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) | |||
Balance at the beginning of the period | $ 96,508 | $ 103,219 | $ 62,297 |
Payments | (2,667) | ||
Additions due to acquisitions | 41,732 | ||
Fair value adjustments | (5,066) | 2,461 | |
Foreign currency translation adjustment | (2,023) | (1,645) | (604) |
Balance at the end of the period | $ 94,485 | $ 96,508 | $ 103,219 |
Investments - Available-for-sal
Investments - Available-for-sale securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale | ||
Amortized Cost | $ 845,509 | $ 1,242,933 |
Gross Unrealized Gains | 133 | 20 |
Gross Unrealized Losses | (26,202) | (2,688) |
Fair Value | 819,440 | 1,240,265 |
Aggregate fair value of available for sale securities | 819,440 | |
Available for sale securities in a continuous unrealized loss position | 385,825 | |
Corporate bonds | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 220,537 | 228,614 |
Gross Unrealized Losses | (9,004) | (2,232) |
Fair Value | 211,533 | 226,382 |
Aggregate fair value of available for sale securities | 819,440 | |
Available for sale securities in a continuous unrealized loss position | 385,825 | |
U.S. Treasuries | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 624,972 | 1,014,319 |
Gross Unrealized Gains | 133 | 20 |
Gross Unrealized Losses | (17,198) | (456) |
Fair Value | $ 607,907 | $ 1,013,883 |
Investments - Available-for-s_2
Investments - Available-for-sale securities, Unrealized Loss (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Securities, Available-for-sale, Unrealized Loss Position | |
Fair Value of Investments with Unrealized Losses, Less than 12 months | $ 433,615 |
Gross Unrealized Losses, Less than 12 months | (4,385) |
Fair Value of Investments with Unrealized Losses,12 months or greater | 385,825 |
Gross Unrealized Losses, 12 months or greater | (21,818) |
Fair Value of Investments with Unrealized Losses | 819,440 |
Gross Unrealized Losses | (26,202) |
Corporate bonds | |
Debt Securities, Available-for-sale, Unrealized Loss Position | |
Fair Value of Investments with Unrealized Losses, Less than 12 months | 433,615 |
Gross Unrealized Losses, Less than 12 months | (4,385) |
Fair Value of Investments with Unrealized Losses,12 months or greater | 385,825 |
Gross Unrealized Losses, 12 months or greater | (21,818) |
Fair Value of Investments with Unrealized Losses | 819,440 |
Gross Unrealized Losses | $ (26,202) |
Investments - Equity Securities
Investments - Equity Securities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | $ 146,247 | $ 141,257 |
Gross Unrealized Gains | 7,312 | |
Gross Unrealized Losses | (16,126) | (574) |
Fair Value | 130,121 | 147,995 |
Fixed income mutual funds | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 70,247 | 70,247 |
Gross Unrealized Losses | (2,854) | (574) |
Fair Value | 67,393 | 69,673 |
Exchange traded mutual funds | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 76,000 | 71,010 |
Gross Unrealized Gains | 7,312 | |
Gross Unrealized Losses | (13,272) | |
Fair Value | $ 62,728 | $ 78,322 |
Investments - Contractual Matur
Investments - Contractual Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Less than 12 months | $ 437,867 | $ 670,584 |
12 months or greater | 407,642 | 572,349 |
Amortized Cost | 845,509 | 1,242,933 |
Fair Value | ||
Less than 12 months | 433,615 | 670,306 |
12 months or greater | 385,825 | 569,959 |
Fair Value | 819,440 | 1,240,265 |
Accrued interest income | $ 3,000 | $ 3,700 |
Operating and Finance Lease L_3
Operating and Finance Lease Liabilities - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Lessee, Lease, Description | |||||
Rental expense for all operating lease | $ 17.4 | $ 9.6 | $ 46.5 | $ 25.8 | |
Right of use assets, finance lease | 52.9 | 52.9 | $ 33.9 | ||
Amortization of right-of-use asset from finance lease | 3.3 | 3.3 | 1.5 | ||
Prepaid rent and security deposit | 5.2 | 5.2 | $ 3.5 | ||
Amortization of right of use asset, finance Lease | 0.8 | 2.4 | |||
Interest on lease liabilities, finance lease | $ 0.6 | $ 1.8 | |||
Minimum | |||||
Lessee, Lease, Description | |||||
Lease Term - as Lessee | 1 year | 1 year | |||
Maximum | |||||
Lessee, Lease, Description | |||||
Lease Term - as Lessee | 9 years | 9 years |
Operating and Finance Lease L_4
Operating and Finance Lease Liabilities - Future minimum lease payments under operating and finance leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Future minimum lease payments under operating lease | |
Remainder of 2022 | $ 28,717 |
2023 | 65,008 |
2024 | 64,055 |
2025 | 59,685 |
2026 | 51,780 |
2027 and thereafter | 97,981 |
Total future minimum lease payments | 367,226 |
Less imputed interest | (78,148) |
Total operating lease, liabilities | 289,078 |
Future minimum lease payments under finance leases | |
Remainder of 2022 | 2,501 |
2023 | 9,731 |
2024 | 9,704 |
2025 | 12,615 |
2026 | 9,967 |
2027 and thereafter | 5,596 |
Total future minimum lease payments | 50,114 |
Less imputed interest | (7,034) |
Total finance lease liabilities | 43,080 |
Future minimum lease payments under operating and finance leases | |
Remainder of 2022 | 31,218 |
2023 | 74,739 |
2024 | 73,759 |
2025 | 72,300 |
2026 | 61,747 |
2027 and thereafter | 103,577 |
Total future minimum payments | 417,340 |
Less imputed interest | (85,182) |
Total | $ 332,158 |
Operating and Finance Lease L_5
Operating and Finance Lease Liabilities - Other information related to the operating leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Other information of operating leases | ||
Cash payments | $ 44,565 | $ 25,726 |
Weighted average remaining lease term (in years) | 6 years 3 months 21 days | 5 years 8 months 19 days |
Weighted average discount rate (as a percent) | 11.10% | 11.20% |
Operating and Finance Lease L_6
Operating and Finance Lease Liabilities - Other information related to the finance leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Other information | ||
Cash payments | $ 6,166 | $ 2,128 |
Weighted average remaining lease term (years) | 4 years 1 month 2 days | 4 years 6 months 25 days |
Weighted average discount rate | 6.50% | 6.90% |
Finance Obligation - Narrative
Finance Obligation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finance Obligation | |||||
Finance obligation under sale-leaseback transaction | $ 303,594 | $ 303,594 | |||
Current portion of finance obligation in sale-leaseback transaction | 53,236 | 53,236 | $ 42,040 | ||
Noncurrent portion of finance obligation in sale-leaseback transaction | 250,358 | 250,358 | 211,644 | ||
Interest on lease liabilities, finance lease | 600 | 1,800 | |||
Sale of Future revenue - debt | |||||
Finance Obligation | |||||
Finance obligation under sale-leaseback transaction | 287,327 | 287,327 | 236,600 | ||
Current portion of finance obligation in sale-leaseback transaction | 49,900 | 49,900 | 37,500 | ||
Noncurrent portion of finance obligation in sale-leaseback transaction | 237,400 | 237,400 | 199,100 | ||
Interest on lease liabilities, finance lease | 7,400 | $ 5,300 | 21,100 | $ 15,000 | |
Sale/leaseback financings | |||||
Finance Obligation | |||||
Finance obligation under sale-leaseback transaction | 16,267 | 16,267 | 17,000 | ||
Current portion of finance obligation in sale-leaseback transaction | 3,400 | 3,400 | 4,500 | ||
Noncurrent portion of finance obligation in sale-leaseback transaction | $ 12,900 | $ 12,900 | $ 12,500 |
Finance Obligation - Future min
Finance Obligation - Future minimum payments under finance obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Future minimum payments under finance obligations | ||
Remainder of 2022 | $ 21,065 | |
2023 | 84,125 | |
2024 | 89,880 | |
2025 | 75,719 | |
2026 | 58,996 | |
2027 and thereafter | 66,445 | |
Total future minimum payments | 396,230 | |
Less imputed interest | (92,636) | |
Total | 303,594 | |
Sale of Future revenue - debt | ||
Future minimum payments under finance obligations | ||
Remainder of 2022 | 20,008 | |
2023 | 80,034 | |
2024 | 80,034 | |
2025 | 74,777 | |
2026 | 58,054 | |
2027 and thereafter | 64,686 | |
Total future minimum payments | 377,593 | |
Less imputed interest | (90,266) | |
Total | 287,327 | $ 236,600 |
Sale/leaseback financings | ||
Future minimum payments under finance obligations | ||
Remainder of 2022 | 1,057 | |
2023 | 4,091 | |
2024 | 9,846 | |
2025 | 942 | |
2026 | 942 | |
2027 and thereafter | 1,759 | |
Total future minimum payments | 18,637 | |
Less imputed interest | (2,370) | |
Total | $ 16,267 | $ 17,000 |
Finance Obligation - Other info
Finance Obligation - Other information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Finance Obligation | ||
Cash payments (in thousands) | $ 51,609 | $ 41,325 |
Weighted average remaining term (years) | 4 years 10 months 9 days | 4 years 10 months 17 days |
Weighted average discount rate | 11.10% | 11.30% |
Commitments and Contingencies -
Commitments and Contingencies - Concentrations of Credit Risk (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) customer item | Sep. 30, 2021 customer | Sep. 30, 2022 USD ($) customer item | Sep. 30, 2021 customer | Dec. 31, 2021 USD ($) customer | |
Customer Concentration | |||||
Federal depository insurance coverage | $ 0.3 | $ 0.3 | |||
Number of senior officers against law suits filed | item | 2 | 2 | |||
Applied Cryo Technologies | |||||
Customer Concentration | |||||
Consideration held by paying agent. | $ 5 | ||||
Joule acquisitions | |||||
Customer Concentration | |||||
Consideration held by paying agent. | 2.3 | ||||
Collateral Related to Acquisitions | Frames Holding B.V. | |||||
Customer Concentration | |||||
Restricted cash as collateral | $ 11.5 | 11.5 | |||
Customer concentration | |||||
Customer Concentration | |||||
Restricted cash | 356.9 | 356.9 | $ 275.1 | ||
Letter of credit | 340.1 | 340.1 | 286 | ||
Construction escrow | 67.7 | 67.7 | $ 67.7 | ||
Customer concentration | Letter of Credit | |||||
Customer Concentration | |||||
Customs related letters of credit | $ 23.8 | $ 23.8 | |||
Accounts receivable | Customer concentration | One customers | |||||
Customer Concentration | |||||
Number of customers | customer | 1 | ||||
Concentration risk (as a percent) | 46.60% | ||||
Accounts receivable | Customer concentration | Two customers | |||||
Customer Concentration | |||||
Number of customers | customer | 1 | 1 | |||
Concentration risk (as a percent) | 28.40% | ||||
Revenues | Customer concentration | Two customers | |||||
Customer Concentration | |||||
Number of customers | customer | 3 | 2 | 3 | 2 | |
Concentration risk (as a percent) | 66.90% | 80.10% | |||
Revenues | Customer concentration | Three customers | |||||
Customer Concentration | |||||
Number of customers | customer | 3 | 3 | |||
Concentration risk (as a percent) | 80.60% | ||||
Revenues | Customer concentration | Four customers | |||||
Customer Concentration | |||||
Concentration risk (as a percent) | 53.20% |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumptions For Estimating Fair Value (Details) - Stock Incentive Plan 2011 And 2021 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Benefit Plans | ||||
Compensation cost | $ 44,239 | $ 12,699 | $ 127,700 | $ 32,315 |
Cost of sales | ||||
Employee Benefit Plans | ||||
Compensation cost | 1,821 | 680 | 4,928 | 1,231 |
Research and development | ||||
Employee Benefit Plans | ||||
Compensation cost | 1,483 | 1,782 | 4,062 | 4,534 |
Selling, general and administrative | ||||
Employee Benefit Plans | ||||
Compensation cost | $ 40,935 | $ 10,237 | $ 118,710 | $ 26,550 |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Activity, Weighted Average Exercise Price (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Shares | |||||
Exercised (in shares) | 0 | 0 | |||
Service Options Awards | |||||
Shares | |||||
Options outstanding, beginning balance (in shares) | 9,786,909 | ||||
Granted (in shares) | 1,097,974 | ||||
Exercised (in shares) | (727,992) | ||||
Forfeited (in shares) | (127,634) | ||||
Options outstanding, end balance (in shares) | 10,029,257 | 10,029,257 | 9,786,909 | ||
Options exercisable (in shares) | 6,561,842 | 6,561,842 | |||
Options unvested (in shares) | 3,467,415 | 3,467,415 | |||
Weighted Average Exercise Price | |||||
Options outstanding, beginning balance, weighted-average exercise price | $ 11.65 | ||||
Granted, weighted-average exercise price | 23.55 | ||||
Exercised, weighted-average exercise price | 2.86 | ||||
Forfeited, weighted-average exercise price | 24.05 | ||||
Options outstanding, end balance, weighted-average exercise price | $ 13.47 | 13.47 | $ 11.65 | ||
Options exercisable, weighted-average exercise price | 8.35 | 8.35 | |||
Options unvested, weighted-average exercise price | $ 23.15 | $ 23.15 | |||
Stock option activity additional disclosures | |||||
Options outstanding, weighted-average remaining contractual term | 7 years 4 months 6 days | 7 years 8 months 12 days | |||
Options exercisable, weighted-average remaining contractual term | 6 years 7 months 17 days | ||||
Options unvested, weighted-average remaining contractual term | 8 years 8 months 19 days | ||||
Options outstanding, aggregate intrinsic value | $ 101,193 | $ 101,193 | $ 172,412 | ||
Options exercisable, aggregate intrinsic value | 90,283 | 90,283 | |||
Options unvested, aggregate intrinsic value | $ 10,910 | $ 10,910 | |||
Weighted-average grant date fair value of options granted (per share) | $ 14.64 | $ 15.82 | $ 15.31 | $ 19.76 | |
Fair value of stock options that vested during the period | $ 15,500 | $ 10,400 | $ 21,740 | $ 10,900 | |
Compensation cost | 6,800 | $ 4,200 | 19,200 | 11,900 | |
Unrecognized compensation cost | $ 42,400 | $ 42,400 | |||
Period for recognition | 1 year 10 months 6 days | ||||
Intrinsic fair value of options exercised | $ 14,800 | 102,100 | |||
Performance Option Awards | |||||
Shares | |||||
Options outstanding, beginning balance (in shares) | 14,020,000 | ||||
Granted (in shares) | 1,500,000 | ||||
Options outstanding, end balance (in shares) | 15,520,000 | 15,520,000 | 14,020,000 | ||
Options exercisable (in shares) | 1,391,000 | 1,391,000 | |||
Options unvested (in shares) | 14,129,000 | 14,129,000 | |||
Weighted Average Exercise Price | |||||
Options outstanding, beginning balance, weighted-average exercise price | $ 26.92 | ||||
Granted, weighted-average exercise price | 26.38 | ||||
Options outstanding, end balance, weighted-average exercise price | $ 26.87 | 26.87 | $ 26.92 | ||
Options exercisable, weighted-average exercise price | 26.92 | 26.92 | |||
Options unvested, weighted-average exercise price | $ 26.86 | $ 26.86 | |||
Stock option activity additional disclosures | |||||
Options outstanding, weighted-average remaining contractual term | 6 years 25 days | 6 years 8 months 12 days | |||
Options granted, weighted-average remaining contractual term | 6 years 10 months 20 days | ||||
Options exercisable, weighted-average remaining contractual term | 5 years 11 months 23 days | ||||
Options unvested, weighted-average remaining contractual term | 6 years 25 days | ||||
Options outstanding, aggregate intrinsic value | $ 18,336,200 | ||||
Options unvested, aggregate intrinsic value | $ 0 | $ 0 | |||
Weighted-average grant date fair value of options granted (per share) | $ 9.73 | $ 12.78 | |||
Fair value of stock options that vested during the period | $ 20,800 | $ 0 | $ 20,800 | 0 | |
Option expected to vest (in shares) | 2,782,000 | 2,782,000 | |||
Unvested stock options expected to vest period for calculation of weighted- average exercise price | 6 years 1 month 6 days | ||||
Compensation cost | $ 26,100 | $ 2,000 | $ 76,500 | $ 2,000 | |
Unrecognized compensation cost | $ 89,700 | $ 89,700 | |||
Period for recognition | 2 years 25 days |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Activity (Details) - Restricted stock outstanding - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Benefit Plans | ||||
Compensation cost | $ 11,300 | $ 6,500 | $ 32,000 | $ 18,500 |
Unrecognized compensation cost | 75,000 | $ 75,000 | ||
Period for recognition | 1 year 10 months 28 days | |||
Fair value of restricted stock units vested | $ 25,500 | $ 68,600 | $ 34,300 | $ 72,950 |
Shares | ||||
Unvested restricted stock, beginning balance (in shares) | 4,851,873 | |||
Granted (in shares) | 1,159,856 | 1,476,152 | 1,812,856 | |
Vested (in shares) | (2,474,065) | |||
Forfeited (in shares) | (116,668) | |||
Unvested restricted stock, end balance (in shares) | 3,737,292 | 3,737,292 | ||
Weighted Average Grant Date Fair Value | ||||
Unvested restricted stock, beginning balance, weighted average grant date fair value | $ 21.59 | |||
Granted, weighted average grant date fair value | $ 22 | $ 32.29 | 23.60 | $ 32.29 |
Vested, weighted average grant date fair value | 13.87 | |||
Forfeited, weighted average grant date fair value | 24.89 | |||
Unvested restricted stock, end balance, weighted average grant date fair value | $ 23.50 | $ 23.50 | ||
Aggregate Intrinsic Value | ||||
Unvested restricted stock, beginning balance, aggregate intrinsic value | $ 136,968 | |||
Unvested restricted stock, end balance, aggregate intrinsic value | $ 78,521 | $ 78,521 |
Employee Benefit Plans - 401(K)
Employee Benefit Plans - 401(K) Saving And Retirement Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Non Employee Director | ||||
Non-Employee Benefit Plan Compensation | ||||
Granted (in shares) | 4,342 | 3,685 | 14,282 | 8,923 |
Compensation cost | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 |
Savings And Retirement Plan 401 K | ||||
401(K) Savings & Retirement Plan | ||||
Common stock, shares issued | 310,159 | 54,531 | ||
Total expense (including issuance of shares) | $ 2.5 | $ 1.1 | $ 6.7 | $ 3.4 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 188,628 | $ 143,922 | $ 480,698 | $ 340,437 | |
Long-Lived Assets | 1,057,239 | $ 1,057,239 | $ 573,556 | ||
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 | 157,426 | 140,151 | $ 385,620 | 328,139 | |
Long-Lived Assets | 1,047,036 | 1,047,036 | 570,778 | ||
Other Member | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 31,202 | $ 3,771 | 95,078 | $ 12,298 | |
Long-Lived Assets | $ 10,203 | $ 10,203 | $ 2,778 |