Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 23, 2023 | Jun. 30, 2022 | |
Document and Entity Information: | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 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 | |||
ICFR Auditor Attestation Flag | true | |||
Entity Shell Company | false | |||
Entity Common Stock, Shares Outstanding | 593,394,430 | |||
Entity Central Index Key | 0001093691 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2022 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Entity Well-known Seasoned Issuer | Yes | |||
Entity Voluntary Filers | No | |||
Entity Public Float | $ 6,828,840,612 | |||
Auditor Name | Deloitte & Touche LLP | KPMG LLP | ||
Auditor Firm ID | 34 | 185 | ||
Auditor Location | Rochester, NY | Albany, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 690,630 | $ 2,481,269 |
Restricted cash | 158,958 | 118,633 |
Available-for-sale securities, at fair value (amortized cost $1,355,614 and allowance for credit losses of $0 at December 31, 2022 and amortized cost $1,242,933 and allowance for credit losses of $0 at December 31, 2021) | 1,332,943 | 1,240,265 |
Equity securities | 134,836 | 147,995 |
Accounts receivable | 129,450 | 92,675 |
Inventory | 645,636 | 269,163 |
Contract assets | 62,456 | 38,637 |
Prepaid expenses and other current assets | 150,389 | 59,888 |
Total current assets | 3,305,298 | 4,448,525 |
Restricted cash | 699,756 | 532,292 |
Property, plant and equipment, net | 719,793 | 255,623 |
Right of use assets related to finance leases, net | 53,742 | 32,494 |
Right of use assets related to operating leases, net | 360,287 | 212,537 |
Equipment related to power purchase agreements and fuel delivered to customers, net | 89,293 | 72,902 |
Contract assets | 41,831 | 120 |
Goodwill | 248,607 | 220,436 |
Intangible assets, net | 207,725 | 158,208 |
Investments in non-consolidated entities and non-marketable equity securities | 31,250 | 12,892 |
Other assets | 6,694 | 4,047 |
Total assets | 5,764,276 | 5,950,076 |
Current liabilities: | ||
Accounts payable | 191,895 | 92,307 |
Accrued expenses | 156,430 | 79,237 |
Deferred revenue and other contract liabilities | 131,813 | 116,377 |
Operating lease liabilities | 48,861 | 30,822 |
Finance lease liabilities | 8,149 | 4,718 |
Finance obligations | 58,925 | 42,040 |
Current portion of long-term debt | 5,142 | 15,252 |
Contingent consideration, loss accrual for service contracts, and other current liabilities | 34,060 | 39,800 |
Total current liabilities | 635,275 | 420,553 |
Deferred revenue and other contract liabilities | 98,085 | 66,713 |
Operating lease liabilities | 271,504 | 175,635 |
Finance lease liabilities | 37,988 | 24,611 |
Finance obligations | 270,315 | 211,644 |
Convertible senior notes, net | 193,919 | 192,633 |
Long-term debt | 3,925 | 112,794 |
Contingent consideration, loss accrual for service contracts, and other liabilities | 193,051 | 139,797 |
Total liabilities | 1,704,062 | 1,344,380 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 1,500,000,000 shares authorized; Issued (including shares in treasury): 608,421,785 at December 31, 2022 and 594,729,610 at December 31, 2021 | 6,084 | 5,947 |
Additional paid-in capital | 7,297,306 | 7,070,710 |
Accumulated other comprehensive loss | (26,004) | (1,532) |
Accumulated deficit | (3,120,911) | (2,396,903) |
Less common stock in treasury: 18,076,127 at December 31, 2022 and 17,074,710 at December 31, 2021 | (96,261) | (72,526) |
Total stockholders' equity | 4,060,214 | 4,605,696 |
Total liabilities and stockholders' equity | $ 5,764,276 | $ 5,950,076 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Amortized cost | $ 1,355,614 | $ 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 | 608,421,785 | 594,729,610 |
Treasury Stock, Shares | 18,076,127 | 17,074,710 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenue: | |||
Net revenue | $ 701,440 | $ 502,342 | $ (93,237) |
Cost of revenue: | |||
Total cost of revenue | 895,796 | 673,652 | 376,179 |
Gross loss | (194,356) | (171,310) | (469,416) |
Operating expenses: | |||
Research and development | 99,579 | 64,762 | 27,848 |
Selling, general and administrative | 363,929 | 179,852 | 79,348 |
Impairment of long-lived assets | 5,218 | 10,224 | 6,430 |
Change in fair value of contingent consideration | 16,468 | 11,176 | 1,160 |
Total operating expenses | 485,194 | 266,014 | 114,786 |
Operating loss | (679,550) | (437,324) | (584,202) |
Interest income | 37,259 | 4,040 | 765 |
Interest expense | (39,037) | (43,225) | (60,510) |
Other expense, net | (2,303) | (765) | (739) |
Realized loss on investments, net | (1,395) | (81) | |
Change in fair value of equity securities | (18,159) | 6,738 | |
Gain/(loss) on extinguishment of debt | (986) | 17,686 | |
Loss on equity method investments | (20,166) | (5,704) | |
Other gain | 1,168 | 159 | |
Loss before income taxes | (723,169) | (476,162) | (627,000) |
Income tax expense/(benefit) | 839 | (16,197) | (30,845) |
Net loss attributable to the Company | (724,008) | (459,965) | (596,155) |
Preferred stock dividends declared | (26) | ||
Net loss attributable to common stockholders | $ (724,008) | $ (459,965) | $ (596,181) |
Net loss per share: | |||
Net loss per share, basic | $ (1.25) | $ (0.82) | $ (1.68) |
Net loss per share, diluted | $ (1.25) | $ (0.82) | $ (1.68) |
Weighted average number of common stock outstanding, basic | 579,716,708 | 558,182,177 | 354,790,106 |
Weighted average number of common stock outstanding, diluted | 579,716,708 | 558,182,177 | 354,790,106 |
Sales of fuel cell systems, related infrastructure and equipment | |||
Net revenue: | |||
Net revenue | $ 558,932 | $ 392,777 | $ (94,295) |
Cost of revenue: | |||
Cost of revenue | 468,057 | 307,157 | 171,404 |
Services performed on fuel cell systems and related infrastructure | |||
Net revenue: | |||
Net revenue | 35,280 | 26,706 | (9,801) |
Cost of revenue: | |||
Cost of revenue | 59,365 | 63,729 | 42,524 |
Provision for loss contracts related to service | |||
Cost of revenue: | |||
Cost of revenue | 26,801 | 71,988 | 35,473 |
Power purchase agreements | |||
Net revenue: | |||
Net revenue | 47,183 | 35,153 | 26,620 |
Cost of revenue: | |||
Cost of revenue | 144,696 | 102,417 | 64,640 |
Fuel delivered to customers and related equipment | |||
Net revenue: | |||
Net revenue | 57,196 | 46,917 | (16,072) |
Cost of revenue: | |||
Cost of revenue | 194,255 | 127,196 | 61,815 |
Other | |||
Net revenue: | |||
Net revenue | 2,849 | 789 | 311 |
Cost of revenue: | |||
Cost of revenue | $ 2,622 | $ 1,165 | $ 323 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss attributable to the Company | $ (724,008) | $ (459,965) | $ (596,155) |
Foreign currency translation (loss)/gain | (4,468) | (1,315) | 1,163 |
Change in net unrealized loss on available-for-sale securities | (20,004) | (2,668) | |
Comprehensive loss attributable to the Company, net of tax | (748,480) | (463,948) | (594,992) |
Preferred stock dividends declared | (26) | ||
Comprehensive loss attributable to common stockholders | $ (748,480) | $ (463,948) | $ (595,018) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock 3.75% Convertible Senior Notes | Common Stock 5.5% Convertible Senior Notes | Common Stock Private placement | Common Stock | Additional Paid-in-Capital 3.75% Convertible Senior Notes | Additional Paid-in-Capital 5.5% Convertible Senior Notes | Additional Paid-in-Capital Private placement | Additional Paid-in-Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | 3.75% Convertible Senior Notes | 5.5% Convertible Senior Notes | Private placement | Total |
Balance at Dec. 31, 2019 | $ 3,186 | $ 1,506,953 | $ 1,288 | $ (31,216) | $ (1,350,307) | $ 129,904 | |||||||||
Balance (in shares) at Dec. 31, 2019 | 318,637,560 | 15,259,045 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net loss attributable to the Company | (596,155) | (596,155) | |||||||||||||
Other comprehensive (loss) gain | 1,163 | 1,163 | |||||||||||||
Stock-based compensation | $ 4 | 17,131 | 17,135 | ||||||||||||
Stock-based compensation (in shares) | 439,649 | ||||||||||||||
Stock dividend | 26 | (26) | |||||||||||||
Stock dividend (in shares) | 5,156 | ||||||||||||||
Issuance of common stock, net | $ 790 | 1,270,872 | 1,271,662 | ||||||||||||
Issuance of common stock, net (in shares) | 78,976,250 | ||||||||||||||
Stock option exercises | $ 181 | 41,060 | $ (9,218) | 32,023 | |||||||||||
Stock option exercises (in shares) | 18,056,200 | 667,023 | |||||||||||||
Equity component of 3.75% Convertible Senior Notes issued, net of issuance costs and income tax expense | 100,761 | 100,761 | |||||||||||||
Purchase of capped calls | (16,253) | (16,253) | |||||||||||||
Termination of capped calls | 24,158 | 24,158 | |||||||||||||
Exercise of warrants | $ 52 | (52) | |||||||||||||
Exercise of warrants (in shares) | 5,180,457 | ||||||||||||||
Provision for common stock warrants | 439,915 | 439,915 | |||||||||||||
Accretion of discount, preferred stock | (29) | (29) | |||||||||||||
Conversion of preferred stock | $ 30 | 1,149 | 1,179 | ||||||||||||
Conversion of preferred stock (in shares) | 2,998,526 | ||||||||||||||
Conversion of 3.75% Convertible Senior Note | $ 306 | 62,247 | 62,553 | ||||||||||||
Conversion of 3.75% Convertible Senior Note (in shares) | 30,615,615 | ||||||||||||||
Repurchase of 5.5% Convertible Senior Notes, net of income tax benefit | $ 94 | (50,864) | (50,770) | ||||||||||||
Repurchase of 5.5% Convertible Senior Notes, net of income tax benefit (in shares) | 9,409,591 | ||||||||||||||
Common stock issued for acquisitions | $ 97 | 49,576 | 49,673 | ||||||||||||
Common stock issued for acquisitions (in shares) | 9,658,465 | ||||||||||||||
Balance at Dec. 31, 2020 | $ 4,740 | 3,446,650 | 2,451 | $ (40,434) | (1,946,488) | $ 1,466,919 | |||||||||
Balance (in shares) at Dec. 31, 2020 | 473,977,469 | 15,926,068 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Issuance of common stock, net (in shares) | 32,200,000 | ||||||||||||||
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 attributable to the Company | (459,965) | (459,965) | |||||||||||||
Other comprehensive (loss) gain | (3,983) | (3,983) | |||||||||||||
Stock-based compensation | $ 1 | 76,469 | 76,470 | ||||||||||||
Stock-based compensation (in shares) | 100,662 | ||||||||||||||
Issuance of common stock, net | $ 549 | $ 322 | $ 1,564,065 | 2,022,897 | $ 1,564,614 | 2,023,219 | |||||||||
Issuance of common stock, net (in shares) | 54,966,188 | 32,200,000 | |||||||||||||
Stock option exercises | $ 51 | 7,469 | 7,520 | ||||||||||||
Stock option exercises (in shares) | 5,097,667 | ||||||||||||||
Stock exchanged for tax withholding | $ (32,092) | (32,092) | |||||||||||||
Stock exchanged for tax withholding (in shares) | 1,148,642 | ||||||||||||||
Exercise of warrants | $ 242 | 15,203 | 15,445 | ||||||||||||
Exercise of warrants (in shares) | 24,210,984 | ||||||||||||||
Provision for common stock warrants | 6,142 | 6,142 | |||||||||||||
Conversion of 3.75% Convertible Senior Note | $ 30 | $ 1 | $ 15,155 | $ 159 | $ 15,185 | $ 160 | |||||||||
Conversion of 3.75% Convertible Senior Note (in shares) | 3,016,036 | 69,808 | |||||||||||||
Common stock issued for acquisitions | $ 11 | 46,686 | 46,697 | ||||||||||||
Common stock issued for acquisitions (in shares) | 1,090,796 | ||||||||||||||
Balance (ASU 2020-06) at Dec. 31, 2021 | (130,185) | 9,550 | (120,635) | ||||||||||||
Balance at Dec. 31, 2021 | $ 5,947 | 7,070,710 | (1,532) | $ (72,526) | (2,396,903) | $ 4,605,696 | |||||||||
Balance (in shares) at Dec. 31, 2021 | 594,729,610 | 17,074,710 | 594,729,610 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net loss attributable to the Company | (724,008) | $ (724,008) | |||||||||||||
Other comprehensive (loss) gain | (24,472) | (24,472) | |||||||||||||
Issuance of common stock under restricted stock award | $ 51 | (51) | |||||||||||||
Issuance of common stock under restricted stock award (in shares) | 5,148,459 | ||||||||||||||
Stock-based compensation | $ 6 | 179,621 | 179,627 | ||||||||||||
Stock-based compensation (in shares) | 584,545 | ||||||||||||||
Stock option exercises | $ 8 | 2,293 | 2,301 | ||||||||||||
Stock option exercises (in shares) | 757,424 | ||||||||||||||
Stock exchanged for tax withholding | $ (23,735) | (23,735) | |||||||||||||
Stock exchanged for tax withholding (in shares) | 1,001,417 | ||||||||||||||
Exercise of warrants | $ 68 | (68) | |||||||||||||
Exercise of warrants (in shares) | 6,793,479 | ||||||||||||||
Provision for common stock warrants | 38,698 | 38,698 | |||||||||||||
Common stock issued for acquisitions | $ 4 | 6,103 | 6,107 | ||||||||||||
Common stock issued for acquisitions (in shares) | 408,268 | ||||||||||||||
Balance at Dec. 31, 2022 | $ 6,084 | $ 7,297,306 | $ (26,004) | $ (96,261) | $ (3,120,911) | $ 4,060,214 | |||||||||
Balance (in shares) at Dec. 31, 2022 | 608,421,785 | 18,076,127 | 608,421,785 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | Jun. 05, 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% | 3.75% | ||||
5.5% Convertible Senior Notes | |||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||
7.5% Convertible Senior Note | |||||||||||
Interest rate (as a percent) | 7.50% | 7.50% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (724,008) | $ (459,965) | $ (596,155) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation of long-lived assets | 30,402 | 20,900 | 14,434 |
Amortization of intangible assets | 21,195 | 2,469 | 1,135 |
Stock-based compensation | 179,627 | 76,470 | 17,135 |
(Gain)/loss on extinguishment of debt | 986 | (17,686) | |
Amortization of debt issuance costs and discount on convertible senior notes | 2,710 | 3,018 | 17,061 |
Provision for common stock warrants recorded as a reduction to revenue | 12,683 | 6,566 | 425,047 |
Deferred income tax expense (benefit) | 170 | (16,197) | (30,845) |
Impairment of long-lived assets | 5,218 | 10,224 | 6,430 |
(Benefit)/loss on service contracts | (8,645) | 63,124 | 33,125 |
Fair value adjustment to contingent consideration | 16,468 | 11,176 | (1,160) |
Net realized loss on investments | 1,395 | 81 | |
Amortization of premium on available-for-sale securities | 990 | 9,232 | |
Lease origination costs | (8,815) | (10,410) | |
Provision for bad debts and other assets | 700 | ||
Loss on disposal of assets | 268 | ||
Change in fair value for equity securities | 18,159 | (6,738) | |
Loss on equity method investments | 20,166 | 5,704 | |
Changes in operating assets and liabilities that provide (use) cash: | |||
Accounts receivable | (30,920) | (27,601) | (15,701) |
Inventory | (363,709) | (98,791) | (63,389) |
Contract assets | (39,515) | (10,608) | |
Prepaid expenses and other assets | (92,521) | (32,392) | (18,401) |
Accounts payable, accrued expenses, and other liabilities | 88,458 | 24,908 | 51,880 |
Deferred revenue and other contract liabilities | 40,615 | 70,654 | 20,914 |
Net cash used in operating activities | (828,623) | (358,176) | (155,476) |
Investing activities | |||
Purchases of property, plant and equipment | (436,610) | (172,166) | (22,526) |
Purchase of intangible assets | (928) | (1,957) | |
Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers | (27,263) | (20,172) | (25,738) |
Purchase of available-for-sale securities | (838,622) | (3,159,372) | |
Proceeds from sales of available-for-sale securities | 475,676 | 778,038 | |
Proceeds from maturities of available-for-sale securities | 247,879 | 1,129,088 | |
Purchase of equity securities | (5,000) | (169,793) | |
Proceeds from sales of equity securities | 28,536 | ||
Net cash paid for acquisitions | (56,906) | (136,526) | (45,113) |
Cash paid for non-consolidated entities and non-marketable equity securities | (38,524) | (17,596) | |
Net cash used in investing activities | (679,370) | (1,740,891) | (95,334) |
Financing activities | |||
Proceeds from exercise of warrants, net of transaction costs | 15,445 | ||
Payments of contingent consideration | (2,667) | (1,541) | |
Proceeds from public and private offerings, net of transaction costs | 3,587,833 | 1,271,714 | |
Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation | (23,735) | (32,092) | |
Proceeds from exercise of stock options | 2,301 | 7,520 | 32,023 |
Proceeds from issuance of convertible senior notes, net | 205,098 | ||
Repurchase of convertible senior notes | (90,238) | ||
Purchase of capped calls and common stock forward | (16,253) | ||
Proceeds from long-term debt, net | 99,000 | ||
Proceeds from the termination of capped calls | 24,158 | ||
Principal payments on long-term debt | (121,389) | (48,681) | (48,020) |
Proceeds from finance obligations | 122,886 | 108,925 | 65,259 |
Principal repayments of finance obligations and finance leases | (54,853) | (39,630) | (27,212) |
Net cash (used in) provided by financing activities | (77,457) | 3,597,779 | 1,515,529 |
Effect of exchange rate changes on cash | 2,600 | (802) | 65 |
(Decrease)/increase in cash and cash equivalents | (1,790,639) | 1,168,865 | 1,172,908 |
Increase in restricted cash | 207,789 | 329,045 | 91,876 |
Cash, cash equivalents, and restricted cash beginning of period | 3,132,194 | 1,634,284 | 369,500 |
Cash, cash equivalents, and restricted cash end of period | 1,549,344 | 3,132,194 | 1,634,284 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest, net of capitalized interest of $13.1 million, $4.8 million and $0 | 35,520 | 19,327 | 28,942 |
Summary of non-cash activity | |||
Recognition of right of use asset - finance leases | 25,650 | 28,180 | |
Recognition of right of use asset - operating leases | 178,222 | 110,337 | 55,651 |
Net tangible assets (liablities) acquired (assumed) in a business combination | 5,342 | (26,066) | 8,751 |
Common stock issued for acquisitions | 6,107 | 46,697 | |
Intangible assets acquired in a business combination | 73,952 | 120,962 | 32,268 |
Conversion of convertible senior notes to common stock | 15,345 | 62,553 | |
Net transfers between inventory and long-lived assets | 1,619 | 6,297 | |
Accrued purchase of fixed assets, cash to be paid in subsequent period | $ 62,320 | 14,006 | |
Settlement of liability from acquisitions | $ 7,100 | ||
Conversion of preferred stock to common stock | $ 1,179 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
Net capitalized interest | $ 13.1 | $ 4.8 | $ 0 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations Description of Business Plug is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. While we continue to develop commercially viable hydrogen and fuel cell product solutions, we have expanded our offerings to support a variety of commercial operations that can be powered with green hydrogen. We provide electrolyzers that allow customers — such as refineries, producers of chemicals, steel, fertilizer and commercial refueling stations — to generate hydrogen on-site . Our current products and services include: GenDrive GenFuel GenCare GenSure GenKey ProGen Electrolyzers Liquefaction Systems Cryogenic Equipment: ngineered equipment including trailers and mobile storage equipment for the distribution of liquified hydrogen, oxygen, argon, nitrogen and other cryogenic gases. We provide our products and solutions worldwide through our direct sales force, and by leveraging relationships with original equipment manufacturers (“OEMs”) and their dealer networks. Plug is currently targeting Asia, Australia, Europe, Middle East and North America for expansion in adoption. The European Union (the “EU”) has rolled out ambitious targets for the hydrogen economy as part of the EU strategy for energy integration and Plug is seeking to execute on our strategy to become a leader in the European hydrogen economy. Plug intends to implement a targeted account strategy for material handling, securing strategic partnerships with European OEMs, energy companies, utility leaders and accelerating our electrolyzer business. Our global strategy includes leveraging a network of integrators or contract manufacturers. We manufacture our commercially viable products in Latham, New York, Rochester, New York, Slingerlands, New York, Houston, Texas., Lafayette, Indiana, and Spokane, Washington, and support liquid hydrogen production and logistics in Charleston, Tennessee and Kingsland, Georgia. In addition, 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” in the third quarter of 2022. We believe Hidrogenii 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 December 31, 2022, there has been no activity related to this joint venture. Our wholly-owned subsidiary, Plug Power France, entered into a joint venture with Renault named HyVia, a French société par actions simplifiée (“HyVia”) in the second quarter 2021. HyVia plans to manufacture and sell fuel cell powered electric light commercial vehicles (“FCELCVs”) and to supply hydrogen fuel and fueling stations to support the FCE-LCV market, in each case primarily in Europe. HyVia is owned 50% by Plug Power France and 50% by Renault. Our wholly-owned subsidiary, Plug Power Espana S.L. (“Plug Power Spain”), entered into a joint venture with Acciona Generación Renovable, S.A. (“Acciona”), named AccionaPlug S.L., in the fourth quarter 2021. AccionaPlug S.L. plans to develop, operate, and maintain green hydrogen projects throughout Spain and Portugal. AccionaPlug S.L. is owned 50% by Plug Power Spain and 50% by Acciona. This joint venture was funded equally by Acciona and the Company, but has not yet commenced any related activities. Plug Power Inc. entered into a joint venture with SK E&S named SK Plug Hyverse Co. Ltd. (“SK Plug Hyverse”), which was funded in the first quarter of 2022. The joint venture with SK E&S seeks to accelerate the use of hydrogen as an alternative energy source in Asian markets. Through this initiative, the two companies will collaborate to provide hydrogen fuel cell systems, hydrogen fueling stations, electrolyzers and green hydrogen to the Korean and other Asian markets. This joint venture is owned 49% by Plug Power Inc. and 51% by SK E&S. Liquidity As of December 31, 2022, the Company had $690.6 million of cash and cash equivalents, $858.7 million of restricted cash, $1.3 billion of available-for-sale securities and $134.8 million of equity securities. 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. Furthermore, 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 54,996,188 shares of its common stock to a subsidiary of SK Holdings at a purchase price of $29.29 per share, or an aggregate purchase price of approximately $1.6 billion. The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses attributable to common stockholders of $724.0 million, $460.0 million and $596.2 million for the years ended December 31, 2022, 2021, and 2020, respectively. The net cash used in operating activities for the year ended December 31, 2022, 2021, and 2020 was $828.6 million, $358.2 million, and $155.5 million, respectively. The Company’s working capital was $2.7 billion at December 31, 2022, which included cash and cash equivalents of $690.6 million and restricted cash of $159.0 million. The Company plans to invest a portion of its available cash to expand its current production and manufacturing capacity, construction of hydrogen plants and to fund strategic acquisitions and partnerships, and capital projects. Future use of the Company’s funds is discretionary and the Company believes that its working capital and cash position will be sufficient to fund its operations for at least one year after the date the financial statements are issued. The net cash used in investing activities for the year ended December 31, 2022, 2021, and 2020 was $679.4 million, $1.7 billion, and $95.3 million, respectively. This included purchases of property, plant and equipment and outflows associated with materials, labor, and overhead necessary to construct new leased property. Cash outflows related to equipment that we lease directly to customers are included in net cash used in investing activities. The net cash (used in) provided by financing activities for the year ended December 31, 2022, 2021, and 2020 was ($77.5) million, $3.6 billion, and $1.5 billion, respectively. The change was primarily driven by proceeds from public and private offerings, net of transaction costs that occurred in 2021. The Company’s significant obligations consisted of the following as of December 31, 2022: ● Operating and finance leases totaling $320.4 million and $46.1 million, respectively, of which $48.9 million and $8.1 million, respectively, are due within the next 12 months. These leases are primarily related to sale/leaseback agreements entered into with various financial institutions to facilitate the Company’s commercial transactions with key customers. ● Finance obligations totaling $329.2 million of which approximately $58.9 million is due within the next 12 months. Finance obligations consist primarily of debt associated with the sale of future revenues and failed sale/leaseback transactions. ● Convertible senior notes totaling $193.9 million at December 31, 2022, none of which are due within the next twelve months. See Note 15, “Convertible Senior Notes,” for more details. The Company believes that its current working capital of $2.7 billion at December 31, 2022, which includes cash and cash equivalents of $690.6 million and available-for-sale securities of $1.3 billion, will provide sufficient liquidity to fund operations for a least one year after the date the financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint ventures HyVia, AccionaPlug S.L. and SK Plug Hyverse, 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., SK Plug Hyverse. Use of Estimates The consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation of inventories, goodwill and intangible assets, valuation of long-lived assets, accrual for service loss contracts, operating and finance leases, product warranty accruals, unbilled revenue, common stock warrants, income taxes, and contingencies. We base our estimates and judgments on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about (1) the carrying values of assets and liabilities and (2) the amount of revenue and expenses realized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Leases The Company is a lessee in noncancelable (1) operating leases, primarily related to sale/leaseback transactions with financial institutions for deployment of the Company’s products at certain customer sites, and (2) finance leases. The Company accounts for leases in accordance with Accounting Standards Codification (ASC) Topic 842, Leases The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective interest method. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term, and (3) the lease payments. ● ASC Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality, were applied in the determination of the incremental borrowing rate. ● The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. ● Lease payments included in the measurement of the lease liability comprise fixed payments, and for certain finance leases, the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain at lease commencement to exercise the option. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the right of use asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the right of use asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the right of use asset is amortized over the useful life of the underlying asset. Amortization of the right of use asset is recognized and presented separately from interest expense on the lease liability. The Company’s leases do not contain variable lease payments. Right of use assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant and Equipment — Overall The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right of use asset. Operating and finance lease right of use assets are presented separately on the Company’s consolidated balance sheets. The current portions of operating and finance lease liabilities are also presented separately within current liabilities and the long-term portions are presented separately within noncurrent liabilities on the consolidated balance sheets. The Company has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Revenue Recognition The Company enters into contracts that may contain one or a combination of fuel cell systems and infrastructure, installation, maintenance, spare parts, fuel delivery and other support services. Contracts containing fuel cell systems and related infrastructure may be sold directly to customers or provided to customers under a PPA. The Company also enters into contracts that contain electrolyzer stacks, systems, maintenance, and other support services. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company accrues for anticipated standard warranty costs at the same time that revenue is recognized for the related product, or when circumstances indicate that warranty costs will be incurred, as applicable. Any prepaid amounts would only be refunded to the extent services have not been provided or the fuel cell systems or infrastructure have not been delivered . Revenue is measured based on the transaction price specified in a contract with a customer, subject to the allocation of the transaction price to distinct performance obligations as discussed below. The Company recognizes revenue when it satisfies a performance obligation by transferring a product or service to a customer. Promises to the customer are separated into performance obligations, and are accounted for separately if they are (1) capable of being distinct and (2) distinct in the context of the contract. The Company considers a performance obligation to be distinct if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer and the Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. The Company allocates revenue to each distinct performance obligation based on relative standalone selling prices. Payment terms for sales of fuel cells, infrastructure, and service to customers are typically 30 to 90 days from shipment of the goods. Payment terms on electrolyzer systems are typically based on achievement of milestones over the term of the contract with the customer. Sale/leaseback transactions with financial institutions are invoiced and collected upon transaction closing. Service is prepaid upfront in a majority of the arrangements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year. The Company has issued to each of Amazon.com NV Investment Holdings LLC and Walmart warrants to purchase shares of the Company’s common stock. The Company presents the provision for common stock warrants within each revenue-related line item on the consolidated statements of operations. This presentation reflects a discount that those common stock warrants represent, and therefore revenue is net of these non-cash charges. The provision of common stock warrants is allocated to the relevant revenue-related line items based upon the expected mix of the revenue for each respective contract. See Note 17, “Warrant Transaction Agreements,’ for more details. Nature of goods and services The following is a description of principal activities from which the Company generates its revenue. (i) Sales of Fuel Cell Systems, Related Infrastructure and Equipment Revenue from sales of fuel cell systems, related infrastructure, and equipment represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure. The Company uses a variety of information sources in determining standalone selling prices for fuel cells systems and the related infrastructure. For GenDrive fuel cells, given the nascent nature of the Company’s market, the Company considers several inputs, including prices from a limited number of standalone sales as well as the Company’s negotiations with customers. The Company also considers its costs to produce fuel cells as well as comparable list prices in estimating standalone selling prices. The Company uses applicable observable evidence from similar products in the market to determine standalone selling prices for GenSure stationary backup power units and hydrogen fueling infrastructure. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. The allocated transaction price related to fuel cell systems and spare parts is recognized as revenue at a point in time which usually occurs upon delivery (and occasionally at time of shipment). Revenue on hydrogen infrastructure installations is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon customer acceptance of the hydrogen infrastructure. The Company uses an input method to determine the amount of revenue to recognize during each reporting period when such revenue is recognized over time, based on the costs incurred to satisfy the performance obligation. (ii) Sales of Electrolyzer Systems and Solutions Revenue from sales of electrolyzer systems and solutions represents sales of electrolyzer stacks and systems used to generate hydrogen for various applications including mobility, ammonia production, methanol production, power to gas, and other uses. The Company uses a variety of information sources in determining standalone selling prices for electrolyzer systems solutions. Electrolyzer stacks are typically sold on a standalone basis and the standalone selling price is the contractual price with the customer. Electrolyzer systems are sold either on a standalone basis or with an extended service agreement and other equipment. The Company uses an adjusted market assessment approach to determine the standalone selling price of electrolyzer systems when sold with extended service or other equipment. This includes considering both standalone selling prices of the systems by the Company and available information on competitor pricing on similar products. The determination of standalone selling prices of the Company’s performance obligations requires judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. Revenue on electrolyzer systems and stacks is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon title transfer at shipment or delivery to the customer location. In certain instances, control of electrolyzer systems transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. We recognize revenue over time when contract performance results in the creation of a product for which we do not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. In these instances, we use an input measure (cost-to-total cost or percentage-of-completion method) of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation. Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred. (iii) Services performed on fuel cell systems and related infrastructure Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. The Company uses an adjusted market assessment approach to determine standalone selling prices for services. This approach considers market conditions and constraints, as well as objectives while maximizing the use of available observable inputs obtained from a limited number of historical standalone service renewal prices and negotiations with customers. The transaction price allocated to services as discussed above is generally recognized as revenue over time on a straight-line basis over the expected service period, as customers simultaneously receive and consume the benefits of routine, recurring maintenance performed throughout the contract period. In substantially all of its transactions, the Company sells extended maintenance contracts that generally provide for a five Extended maintenance contracts generally do not contain customer renewal options. Upon expiration, customers may either negotiate a contract extension or switch to purchasing spare parts and maintaining the fuel cell systems on their own. (iv) Power Purchase Agreements (“PPAs”) Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution. Revenue associated with these agreements is recognized on a straight-line basis over the life of the agreements as the customers receive the benefits from the Company’s performance of the services. The customers receive services ratably over the contract term. In conjunction with entering into a PPA with a customer, the Company may enter into a separate transaction with third-party financial institutions in which the Company receives proceeds from the sale/leaseback transactions of the equipment and the sale of future service revenue. The proceeds from the financial institution are allocated between the sale of equipment and the sale of future service revenue based on the relative standalone selling prices of equipment and service. The proceeds allocated to the sale of future services are recognized as finance obligations. The proceeds allocated to the sale of the equipment are evaluated to determine if the transaction meets the criteria for sale/leaseback accounting. To meet the sale/leaseback criteria, control of the equipment must transfer to the financial institution, which requires among other criteria the leaseback to meet the criteria for an operating lease and the Company must not have a right to repurchase the equipment (unless specific criteria are met). These transactions typically meet the criteria for sale/leaseback accounting and accordingly, the Company recognizes revenue on the sale of the equipment, and separately recognizes the leaseback obligations. The Company recognizes an operating lease liability for the equipment leaseback obligation based on the present value of the future payments to the financial institutions that are attributed to the equipment leaseback. The discount rate used to determine the lease liability is the Company’s incremental borrowing rate. The Company also records a right of use asset which is amortized over the term of the leaseback. Rental expense is recognized on a straight-line basis over the life of the leaseback and is included as a cost of PPA revenue on the consolidated statements of operations. Certain of the Company’s transactions with financial institutions do not meet the criteria for sale/leaseback accounting and accordingly, no equipment sale is recognized. All proceeds from these transactions are accounted for as finance obligations. The right of use assets related to these transactions are classified as equipment related to the PPAs and fuel delivered to the customers, net in the consolidated balance sheets. The Company uses its transaction-date incremental borrowing rate as the interest rate for its finance obligations that arise from these transactions. No additional adjustments to the incremental borrowing rate have been deemed necessary for the finance obligations that have resulted from the failed sale/leaseback transactions. In determining whether the sales of fuel cells and other equipment to financial institutions meet the requirements for revenue recognition under sale/leaseback accounting, the Company, as lessee, determines the classification of the lease. The Company estimates certain key inputs to the associated calculations such as: 1) discount rate used to determine the present value of future lease payments, 2) fair value of the fuel cells and equipment, and 3) useful life of the underlying asset(s): ● ASC Topic 842 requires a lessee to discount its future lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in its leases because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate to estimate the discount rate for each lease. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality were applied in the determination of the incremental borrowing rate. ● In order for the lease to be classified as an operating lease, the present value of the future lease payments cannot exceed 90% of the fair value of the leased assets. The Company estimates the fair value of the lease assets using the sales prices. ● In order for a lease to be classified as an operating lease, the lease term cannot exceed 75% (major part) of the estimated useful life of the leased asset. The average estimated useful life of the fuel cells is 10 years , and the average estimated useful life of the hydrogen infrastructure is 20 years . These estimated useful lives are compared to the term of each lease to determine the appropriate lease classification. (v) Fuel Delivered to Customers Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated on site. The stand-alone selling price is not estimated because it is sold separately and therefore directly observable. The Company purchases hydrogen fuel from suppliers in most cases (and sometimes produces hydrogen onsite) and sells to its customers. Revenue and cost of revenue related to this fuel is recorded as dispensed and is included in the respective fuel delivered to customers and related equipment lines on the consolidated statements of operations. Contract costs The Company expects that incremental commission fees paid to employees as a result of obtaining sales contracts are recoverable and therefore the Company capitalizes them as contract costs. Capitalized commission fees are amortized on a straight-line basis over the period of time which the transfer of goods or services to which the assets relate occur, typically ranging from 5 to 10 years. Amortization of the capitalized commission fees is included in selling, general and administrative expenses. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general and administrative expenses. Capitalized contract costs at December 31, 2022 and 2021 were $0.6 million and $0.4 million, respectively. Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. At December 31, 2022, cash equivalents consisted of U.S. Treasury securities with original maturities of three months or less, and money market funds. Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate the fair value of cash and cash equivalents. The Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits. Restricted Cash Restricted cash consists primarily of cash that serves as support for leasing arrangements. Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included in other long-term assets. Otherwise, restricted cash is included in other current assets in the Consolidated Balance Sheets. Available-for-sale securities Available-for-sale securities is comprised of U.S. Treasury securities, certificates of deposit and corporate bonds, with original maturities greater than three months. We consider these securities to be available for use in our current operations, and therefore classify them as current even if we do not dispose of the securities in the following year. Available-for-sale securities are recorded at fair value as of each balance sheet date. As of each balance sheet date, unrealized gains and losses, with the exception of credit related losses, are recorded to accumulated other comprehensive loss. Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to the statement of operations. Realized gains and losses are due to the sale and maturity of securities classified as available-for-sale and includes the loss from accumulated other comprehensive loss reclassifications for previously unrealized losses on available-for-sale debt securities. Equity securities Equity securities are comprised of fixed income and equity market index mutual funds. Equity securities are valued at fair value with changes in the fair value recognized in our consolidated statements of operations. We consider these securities to be available for use in our current year operations, and therefore classify them as current even if we do not dispose of the securities in the following year. Investments in non-consolidated entities and non-marketable equity securities The Company accounts for its investments in non-consolidated entities, such as HyVia, AccionaPlug S.L., and SK Plug Hyverse, as equity method investments. Included in “Investments in non-consolidated entities and non-marketable equity securities” on the consolidated balance sheet are equity investments without readily determinable fair values (“non-marketable equity securities”). Non-marketable equity securities that do not qualify for equity method accounting are measured at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for the identical or similar investments of the same issuer. Our investment in non-marketable equity securities was $8.8 million and $5.0 million as of December 31, 2022 and 2021, respectively. Common Stock Warrant Accounting The Company accounts for common stock warrants as either derivative liabilities or as equity instruments depending on the specific terms of the respective warrant agreements. Common stock warrants that meet certain applicable requirements of ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity absence of rights of the grantee to require cash settlement, are accounted for as equity instruments. The Company classifies these equity instruments within additional paid-in capital on the consolidated balance sheets. Common stock warrants accounted for as equity instruments represent the warrants issued to Amazon and Walmart as discussed in Note 17, “Warrant Transaction Agreements.” The Company adopted FASB ASU 2019-08, Compensation – Stock Compensation Revenue from Contracts with Customers In order to calculate warrant charges, the Company used the Black-Scholes pricing model, which required key inputs including volatility and risk-free interest rate and certain unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company estimated the fair value of unvested warrants, considered to be probable of vesting, at the time. Based on that estimated fair value, the Company determined warrant charges, which are recorded as a reduction of revenue in the consolidated statement of operations. Accounts Receivable Accounts receivable are stated at the amount billed or billable to customers and are ordinarily due between 30 and 90 days after the issuance of the invoice. Receivables are reserved or written off based on individual credit evaluation and specific circumstances of the customer. The allowance for expected credit losses for current accounts receivable is based primarily on past collections experience relative to the length of time receivables are past due; however, when available evidence reasonably supports an assumption that counterparty credit risk over the expected payment period will differ from current and historical payment collections, a forecasting adjustment will be reflected in the allowance for expected credit losses. The allowance for doubtful accounts and related receivable are reduced when the amount is deemed uncollectible. As of December 31, 2022, and 2021, the allowance for doubtful accounts was $43 thousand and $39 thousand, respectively. Inventory Inventories are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. All inventory, including spare parts inventory held at service locations, is not relieved until the customer has received the product, at which time the customer obtains control of the goods. We maintain inventory levels adequate for our short-term needs within the next twelve months based upon present levels of production. An allowance for potential non-saleable inventory due to excess stock or obsolescence is based upon a detailed review of inventory, past history, and expected usage. Property, Plant and Equipment Property, plant and equipment are originally recorded at cost or, if acquired as part of a business combination, at fair value. Maintenance and repairs are expensed as costs are incurred. Depreciation on plant and equipment, which includes depreciation on one of the Company’s manufacturing facilities, which is accounted for as a financing obligation, is calculated on the straight-line method over the estimated useful lives of the assets. Gains and losses resulting from the sale of property and equipment are recorded in current operations. Included within machinery and equipment is certain equipment related to our hydrogen plants. The Company records depreciation and amortization over the following estimated useful lives: Leasehold improvements 10 Machinery and equipment 2 Software 1 Equipment related to PPAs and Fuel Delivered to Customers Equipment related to PPAs and fuel delivered to customers primarily consists of the assets deployed related to PPAs and sites where we deliver fuel to customers as well as equipment related to failed sale/leaseback transactions. Equipment is depreciated over its useful life. Depreciation expense is recorded on a straight-line basis and is included in cost of revenue for PPAs or cost of fuel delivered to customers, respectively, in the consolidated statements of operations. Impairment of Long-Lived Assets Property, equipment, leasehold improvements, and finite-lived intangible assets Long-lived assets, such as property, equipment, leasehold improvements, and finite-lived intangible assets are reviewed for impairment whenever events and circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. In making these determinations, the Company uses certain assumptions, including, but not limited to: (i) estimated fair value of the assets; and (ii) estimated, undiscounted future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service, the asset will be used in the Company’s operations, and (iii) estimated residual values. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. There was impairment of $0.8 million and $0 of property, equipment, leasehold improvements, or finite-lived intangible assets during the years ended December 31, 2022 and 2021, respectively. PPA Executory Contract Considerations We evaluate PPA assets on a quarterly basis to identify events or changes in circumstances (“triggering events”) that indicate the carrying v |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions | |
Acquisitions | 3. Acquisitions Alloy Custom Products, LLC and WesMor Cryogenics, LLC On December 5, 2022, the Company acquired two subsidiaries of Cryogenic Industrial Solutions, LLC, Alloy Custom Products, LLC, and WesMor Cryogenics, LLC (collectively, “CIS”). The CIS acquisition will allow the Company to increase its production capabilities for stainless steel and aluminum cryogenic transport truck-mounted cryogenic pressure vessels, cryogenic transport trailers, and other mobile storage containers. The fair value of consideration paid by the Company in connection with the CIS acquisition was as follows (in thousands): Cash $ 30,700 Due to Cryogenic Industrial Solutions, LLC 500 Plug Power Inc. Common Stock 6,107 Total consideration $ 37,307 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 $ 267 Accounts receivable 5,038 Inventory 11,120 Prepaid expenses and other assets 464 Property, plant and equipment 3,887 Right of use asset 1,538 Identifiable intangible assets 13,430 Lease liability (1,562) Accounts payable, accrued expenses and other liabilities (3,826) Deferred revenue (6,193) Total net assets acquired, excluding goodwill $ 24,163 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 and related tax liabilities, if any, in relation to the CIS 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 CIS product lines to support forecasted financial data, which will not exceed 12 months from the date of acquisition. The fair value of the tradename totaling $6.2 million was calculated using the relief from royalty approach which is a variant of the income approach, and was assigned a useful life of fifteen years . The fair value of the customer relationships totaling $7.1 million was calculated using the multi-period excess earnings method (“MPEEM”) approach which is a variant of the income approach, and was assigned a useful life of fifteen years . 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. The fair value of the non-compete agreements was $0.2 million with a useful life of five years . 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 CIS acquisition was calculated as follows (in thousands): Consideration paid $ 37,307 Less: net assets acquired (24,163) Total goodwill recognized $ 13,144 The acquisition of CIS contributed $3.7 million to total consolidated revenue for the year ended December 31, 2022. 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 $130.0 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, $90.0 million is related to the achievement of certain financial performance and $40 million is related to the achievement of certain operational milestones. The following table summarizes the final allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): 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 fair value of the developed technology totaling $59.2 million included in the identifiable intangible assets was calculated using the MPEEM approach. 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 consolidated balance sheet in the . The fair value of this contingent and as a result a $11.5 million increase was recorded in the consolidated statement of operations for the year ended December 31, 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 During the year ended December 31, 2022, the Company recorded a measurement period adjustment to decrease goodwill by $0.1 million due to the payment of a hold back liability, which was recorded in accrued expenses in the condensed consolidated balance. The acquisition of Joule contributed $36.5 million to total consolidated revenue for the year ended December 31, 2022, respectively. 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 this acquisition reported as restricted cash, with a corresponding accrued liability as of December 31, 2022 on the Company’s consolidated balance sheet. We expect that this will be settled in the first half of 2023. The contingent consideration represents the estimated fair value associated with earn-out payments of up to $30.0 million that the sellers are eligible to receive in the form of cash or shares of the Company’s Common Stock (at the Company’s election). Of the total earnout consideration, $15.0 million is related to the achievement of certain production targets during the period of January 1, 2022 through July 1, 2024, and $15.0 million is associated with the achievement of certain cost targets during the same period. The following table summarizes the final 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 During the year ended December 31, 2022, the Company recorded a measurement period adjustment to decrease goodwill by $0.5 million due to a release of escrow, which was recorded to accrued expenses in the condensed consolidated balance sheet. Identifiable intangible assets consisted of developed technology, non-compete agreements, backlog, tradename, and customer relationships. The fair value of the developed technology totaling $26.3 million was calculated using the relief from royalty approach which is a variant of the income approach. The application of the relief from royalty approach involves estimating the value of an intangible asset by quantifying the present value of the stream of market derived royalty payments that the owner of the intangible asset is exempted or ‘relieved’ from paying. The fair value of the tradename totaling $13.7 million was calculated using the relief from royalty approach. The fair value of the acquired customer relationships totaling $ 26.6 million was calculated using the multi-period excess earnings method (“MPEEM”) approach which is a variant of the income approach. The basic principle of the MPEEM approach is that a single asset, in isolation, is not capable of generating cash flow for an enterprise. Several assets are brought together and exploited to generate cash flow. Therefore, to determine cash flow from the exploitation of customer relationships, one must deduct the related expenses incurred for the exploitation of other assets used for the generation of overall cash flow. The fair value of the customer relationships was estimated by discounting the net cash flow derived from the expected revenues attributable to the acquired customer relationships. The fair value of the non-compete agreements and backlog was $3.9 million. In addition to identifiable intangible assets, the fair value of acquired work in process and finished goods inventory was estimated based on the estimated selling price less costs to be incurred and a market participant profit rate. Included in the purchase consideration are four contingent earn-out payments (as described above): the first production earn-out, second production earn-out, the first cost earn-out, and the second cost earn-out. Due to the nature of the earn-outs, as outlined in the purchase agreement, a scenario based method (“SBM”) was used to value these contingent payments as the payments are milestone based in nature. These fair value measurements were based on unobservable inputs and are considered to be level 3 financial instruments. In connection with the acquisition, the Company recorded on its consolidated balance sheet an initial liability of $14.0 million representing the fair value of contingent consideration payable, and is recorded in the consolidated balance sheet in the . The fair value of this contingent and as a result a $1.9 million increase was recorded in the consolidated statement of operations for the year ended December 31, 2022. 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 Frames Holding B.V. Acquisition On December 9, 2021, the Company acquired 100% of the outstanding shares of Frames Holding B.V. (“Frames”). Frames, a leader in turnkey systems integration for the energy section, designs, builds, and delivers processing equipment, separation technologies, flow control and safeguarding systems, renewable energy and water solutions. The fair value of consideration paid by the Company in connection with the Frames acquisition was as follows (in thousands): Cash $ 94,541 Contingent consideration 29,057 Settlement of preexisting relationship 4,263 Total consideration $ 127,861 The contingent consideration represents the estimated fair value associated with earn-out payments of up to €30.0 million that the sellers are eligible to receive in the form of cash. The contingent consideration is related to the achievement of certain production targets during the four years following the closing date and is payable in two equal installments. The first target is achieved when the Company has shipped or has made ready for shipment 100MW of containerized electrolyzer systems, or non-containerized electrolyzer systems or arrays. The remaining targets are achieved when the Company has shipped or has made ready for shipment an additional 50MW of containerized electrolyzer systems, or non-containerized electrolyzer systems or arrays, with a maximum of additional 150MW. The following table summarizes the final allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Cash $ 45,394 Accounts receivable 17,910 Inventory 34 Prepaid expenses and other assets 3,652 Property, plant and equipment 709 Right of use asset 1,937 Contract asset 9,960 Identifiable intangible assets 50,478 Lease liability (1,937) Contract liability (22,737) Accounts payable, accrued expenses and other liabilities (18,465) Deferred tax liability (10,644) Provision for loss contracts (2,636) Warranty provisions (7,566) Total net assets acquired, excluding goodwill $ 66,089 During the year ended December 31, 2022, the Company recorded a measurement period adjustment of an increase to goodwill by $6.6 million due to the recording of the deferred tax liabilities surrounding the tangible and intangible assets acquired. Identifiable intangible assets consisted of developed technology, non-compete agreements, backlog, tradename, and customer relationships. The fair value of the developed technology totaling $5.3 million was calculated using the relief from royalty approach which is a variant of the income approach. The fair value of the tradename totaling $11.6 million was calculated using the relief from royalty approach. The fair value of the acquired customer relationships totaling $27.2 million was calculated using the MPEEM approach which is a variant of the income approach. The fair value of the customer relationships was estimated by discounting the net cash flow derived from the expected revenues attributable to the acquired customer relationships. The fair value of the non-compete agreements totaling $4.9 million was calculated using the with and without income approach. The fair value of the backlog was $1.4 million. Included in the purchase consideration are four contingent earn-out payments (as described above). Due to the nature of the earn-outs, as outlined in the purchase agreement, a scenario based analysis using the probability of achieving the milestone expectations was used to determine the fair value of the contingent consideration. These fair value measurements were based on unobservable inputs and are considered to be level 3 financial instruments. In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $29.1 million representing the fair value of contingent fair value of this contingent recorded in the consolidated statement of operations Included in Frames’ net assets acquired are net deferred tax liabilities of $10.6 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 (66,089) Total goodwill recognized $ 61,772 Purchased goodwill is not expected to be deductible for tax purposes. The acquisition of Frames would have contributed $75.7 million and $3.8 million to total consolidated revenue and net income for the year ended December 31, 2021, respectively, had the acquisition occurred on January 1, 2021. The following table reflects the unaudited pro forma results of operations for the year ended December 31, 2021 assuming that the Frames acquisition had occurred on January 1, 2021 (in thousands): For the year ended December 31, 2021 Revenue $ 570,502 Net loss $ (456,510) None of the CIS, Joule or Applied Cryo acquisitions were material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments | |
Investments | 4. Investments The fair values of the Company’s investments are based upon prices provided by an independent pricing service. Management has assessed and concluded that these prices are reasonable and has not adjusted any prices received from the independent provider. The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at December 31, 2022 are summarized as follows (in thousands): December 31, 2022 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 200,735 $ 7 $ (7,109) $ 193,633 — U.S. Treasuries 1,154,879 111 (15,680) 1,139,310 — Total $ 1,355,614 $ 118 $ (22,789) $ 1,332,943 $ — 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 position as of December 31, 2022 (in thousands): December 31, 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 $ 39,047 $ (1,186) $ 152,837 $ (5,924) $ 191,884 $ (7,110) U.S. Treasuries 491,633 (969) 356,610 (14,710) 848,243 (15,679) Total available-for-sale securities $ 530,680 $ (2,155) $ 509,447 $ (20,634) $ 1,040,127 $ (22,789) The aggregate fair value of available-for-sale securities in an unrealized loss position at December 31, 2021 was $969.0 million. No available-for-sale securities had been in a continuous unrealized loss position for greater than 12 months in 2021. We regularly review available-for-sale securities for declines in fair values that we determine to be credit related. In order to determine whether an allowance for credit losses was required, we considered factors such as whether amounts related to securities have become uncollectible, whether we intend to sell a security, and whether it is more likely than not that we will be required to sell a security prior to recovery. The Company also reviewed the declines in market value related to our available-for-sale securities and determined that these declines were due to fluctuations in interest rates. As of December 31, 2022, the Company did not have an allowance for credit losses related to available-for-sale securities. The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at December 31, 2022 are summarized as follows (in thousands): December 31, 2022 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,257 $ — $ (2,620) $ 67,637 Exchange traded mutual funds 75,999 — (8,800) 67,199 Total $ 146,256 $ — $ (11,420) $ 134,836 The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at December 31, 2021 are summarized as follows (in thousands): December 31, 2021 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,247 $ — $ (574) $ 69,673 Exchange traded mutual funds 71,010 7,312 — 78,322 Total $ 141,257 $ 7,312 $ (574) $ 147,995 A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, as of December 31, is as follows (in thousands): December 31, 2022 December 31, 2021 Amortized Fair Amortized Fair Maturity: Cost Value Cost Value Less than 12 months $ 1,045,120 $ 1,039,333 $ 670,584 $ 670,306 12 months or greater 310,494 293,610 572,349 569,959 Total $ 1,355,614 $ 1,332,943 $ 1,242,933 $ 1,240,265 Accrued interest income was $3.0 million and $3.7 at December 31, 2022 and 2021, respectively, and is included within the balance for prepaid expenses and other current assets in the consolidated balance sheets. Equity Method Investments As of December 31, 2022 and December 31, 2021, the Company accounted for the following investments in the investee’s common stock under the equity method, which are included in the investments in non-consolidated entities and non-marketable equity securities on the consolidated balance sheets (amounts in thousands): As of December 31, 2022 As of December 31, 2021 Formation Common Stock Carrying Common Stock Carrying Investee Date Ownership % Value Ownership % Value HyVia Q2 2021 50% $ 11,281 50% $ 6,545 AccionaPlug S.L. Q4 2021 50% 2,225 50% 526 SK Plug Hyverse Q1 2022 49% 8,937 N/A — $ 22,443 $ 7,071 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 5. Fair value measurements Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. Available-for-sale securities are characterized as Level 1 assets, such as U.S. Treasuries, and Level 2 assets, as value of the corporate bonds 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 year ended December 31, 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. During the year ended December 31, 2022, the Company contributed approximately $25.0 million, $0.8 million and $8.3 million, respectively, to HyVia, AccionaPlug S.L. and SK Plug Hyverse. The following table summarizes the carrying amount and estimated fair value of the Company’s financial instruments at December 31, 2022 and 2021 As of December 31, 2022 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 212,577 $ 212,577 $ 212,577 $ — $ — Corporate bonds 193,633 193,633 — 193,633 — U.S. Treasuries 1,139,310 1,139,310 1,139,310 — — Equity securities 134,836 134,836 134,836 — — Liabilities Contingent consideration 116,165 116,165 — — 116,165 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 December 31, 2022 is comprised of $100.1 million related to the acquisitions of Frames, Applied Cryo, and Joule, as well as $16.1 million from two acquisitions in 2020. Giner ELX, Inc. was acquired in June 2020, the was acquired in June 2020, and i the audited 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 for the year ending December 31, 2022: Financial Instrument Fair Value Valuation Technique Unobservable Input Range (weighted average) Contingent Consideration $ 85,269 Scenario based method Credit spread 15.73% - 15.74% Discount rate 19.85% - 20.68% 11,310 Monte carlo simulation Credit spread 15.74% Discount rate 20.00%-20.30% Revenue volatility 45.29% 19,586 Monte carlo simulation Credit spread 15.73% Revenue volatility 35.7% - 23.1% (35.0%) Gross profit volatility 106.7% - 23.2% (60.0%) 116,165 In the audited 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 for the year ending December 31, 2021: Financial Instrument Fair Value Valuation Technique Unobservable Input Range (weighted average) Contingent Consideration $ 49,927 Scenario based method Credit spread 12.31% - 12.57% Discount rate 12.45% - 13.13% 12,370 Monte carlo simulation Credit spread 12.40% Discount rate 12.46%-13.18% Revenue volatility 48.60% 62,297 The change in the carrying amount of Level 3 liabilities for the year ended December 31, 2022 was as follows (in thousands): Year ended December 31, 2022 Beginning Balance at December 31, 2021 62,297 Payments (2,667) Additions due to acquisitions 41,732 Fair value adjustments 16,468 Foreign currency translation adjustment (1,665) Ending balance at December 31, 2022 116,165 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share | |
Earnings Per Share | 6. Earnings Per Share Basic earnings per common stock are computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the reporting period. After January 1, 2021, the date of the adoption of ASU 2020-06, in periods when we have net income, the shares of our common stock subject to the convertible notes outstanding during the period will be included in our diluted earnings per share under the if-converted method. Since the Company is in a net loss position, all common stock equivalents would be considered anti-dilutive and are therefore not included in the determination of diluted earnings per share. Accordingly, basic and diluted loss per share are the same. The following table provides the components of the calculations of basic and diluted earnings per share (in thousands, except share amounts): Year ended December 31, 2022 2021 2020 Numerator: Net loss attributable to common stockholders $ (724,008) $ (459,965) $ (596,181) Denominator: Weighted average number of common stock outstanding 579,716,708 558,182,177 354,790,106 The potentially dilutive securities are summarized as follows: At December 31, 2022 2021 2020 Stock options outstanding (1) 27,598,269 23,806,909 10,284,498 Restricted stock outstanding (2) 6,276,376 4,851,873 5,874,642 Common stock warrants (3) 88,774,725 80,017,181 104,753,740 Convertible Senior Notes (4) 39,170,766 39,170,766 42,256,610 Number of dilutive potential shares of common stock 161,820,136 147,846,729 163,169,490 (1) During the years ended December 31, 2022, 2021, and 2020, the Company granted 4,761,724 , 16,502,335 , and 3,509,549 , stock options, respectively. (2) During the years ended December 31, 2022, 2021, and 2020, the Company granted 4,289,682 , 1,894,356 , and 3,227,149 , shares of restricted stock, 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 17, “Warrant Transaction Agreements.” The warrant had no shares exercised of the Company’s common stock as of December 31, 2022. In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 17, “Warrant Transaction Agreements.” The warrant was exercised with respect to 24,704,450 shares and 17,461,994 shares of the Company’s common stock as of December 31, 2022 and 2021, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 17, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of December 31, 2022 and 2021. (4) In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023 (the “ 5.5% Convertible Senior Notes”). In May 2020, the Company repurchased $66.3 million of the 5.5% Convertible Senior Notes due 2023 (the “ 5.5% Convertible Senior Notes”) and in the fourth quarter of 2020, $33.5 million of the 5.5% Convertible Senior Notes were converted into approximately 14.6 million shares of common stock. The remaining $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock in January 2021. In September 2019, the Company issued $40.0 million in aggregate principal amount of the 7.5% Convertible Senior Note due 2023 (the “ 7.5% Convertible Senior Note”), which was fully converted into 16.0 million shares of common stock on July 1, 2020. In May 2020, the Company issued $212.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes. During 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted into 3,016,036 shares of common stock. There were no other conversions for the year ended December 31, 2022. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory | |
Inventory | 7. Inventory Inventory as of December 31, 2022 and 2021, consists of the following (in thousands): December 31, December 31, 2022 2021 Raw materials and supplies - production locations $ 450,432 $ 187,449 Raw materials and supplies - customer locations 18,860 16,294 Work-in-process 112,231 58,341 Finished goods 64,113 7,079 Inventory $ 645,636 $ 269,163 As of December 31, 2022 and 2021, the reserve for excess and obsolete inventory was $5.4 million and $3.5 million, respectively. Inventory is primarily comprised of raw materials, work-in-process, and finished goods. The increase in inventory is primarily due to a combination of new product offerings, as well as increased revenue and orders. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 8. Property, Plant and Equipment Property, plant and equipment at December 31, 2022 and 2021 consists of the following (in thousands): December 31, 2022 December 31, 2021 Land $ 1,772 $ 1,165 Construction in progress 575,141 169,415 Leasehold improvements 21,363 2,099 Software, machinery, and equipment 169,633 112,068 Property, plant and equipment 767,909 284,747 Less: accumulated depreciation (48,116) (29,124) Property, plant and equipment, net $ 719,793 $ 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. For the years ended December 31, 2022 and 2021, we capitalized $13.1 million and $5.5 million of interest. Depreciation expense related to property, plant and equipment was $19.0 million, $6.9 million, and $4.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Equipment Related to Power Purc
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | 12 Months Ended |
Dec. 31, 2022 | |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | 9. Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net Equipment related to power purchase agreements and fuel delivered to customers, net, at December 31, 2022 and 2021 consists of the following (in thousands): December 31, December 31, 2022 2021 Equipment related to power purchase agreements and fuel delivered to customers $ 109,683 $ 89,641 Less: accumulated depreciation (20,390) (16,739) Equipment related to power purchase agreements and fuel delivered to customers, net 89,293 72,902 As of December 31, 2022 and 2021, the Company had deployed assets at customer sites that had associated PPAs. These PPAs expire over the next one Depreciation expense is $6.9 million, $7.4 million and $7.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company recorded an impairment of $1.5 million and $10.2 million for the years ended December 31, 2022 and 2021, respectively. The Company terminated its contractual relationship with a fuel provider effective March 31, 2021. The Company has historically leased fuel tanks from this provider. As a result of this termination, the Company recognized approximately $17.0 million of various costs for the year ended December 31, 2021, primarily for removal of tanks, reimbursement of unamortized installation costs, costs to temporarily provide customers with fuel during the transition period, and certain other contract settlement costs, which were recorded in the Company’s consolidated statement of operations as cost of revenue — fuel delivered to customers. The Company also purchased certain fuel tanks that were previously under operating leases from the fuel provider during 2021 and included in equipment related to power purchase agreements and fuel delivered to customers. In 2022, there were no such vendor terminations. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 10. Intangible Assets and Goodwill The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2022 are as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 14 years $ 104,221 $ (12,754) $ 91,467 Dry stack electrolyzer technology 10 years 29,000 (2,417) 26,583 Customer relationships, Non-compete agreements, Backlog & Trademark 13 years 102,521 (12,846) 89,675 $ 235,742 $ (28,017) $ 207,725 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2021 are as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 13 years $ 45,530 $ (5,392) $ 40,138 Customer 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 2021 to 2022, was primarily due to the acquisition of Joule and CIS, 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 years ended December 31, 2022, 2021 and 2020 was $21.2 million, $2.5 million and $1.1 million, respectively. Estimated amortization expense for subsequent years was as follows (in thousands): 2023 $ 19,033 2024 18,973 2025 18,204 2026 16,635 2027 16,628 2028 and thereafter 118,252 Total $ 207,725 Goodwill was $248.6 million and $220.4 million as of December 31, 2022 and 2021 respectively, which primarily increased $26.1 million as a result of the Joule and CIS acquisitions, and decreased $3.8 million due to translation adjustments for Plug Power Europe and Frames goodwill. There were no impairments during the years ended December 31, 2022, 2021 and 2020. The change in the carrying amount of goodwill for the year ended December 31, 2022 was as follows (in thousands): Beginning balance at December 31, 2021 $ 220,436 Acquisitions 26,087 Measurement period adjustments 5,868 Foreign currency translation adjustment (3,784) Ending balance at December 31, 2022 $ 248,607 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses | |
Accrued Expenses | 11. Accrued Expenses Accrued expenses at December 31, 2022 and 2021 consist of (in thousands): 2022 2021 Accrued payroll and compensation related costs $ 18,231 $ 22,005 Accrual for capital expenditures 53,089 6,735 Accrued accounts payable 53,899 36,701 Accrued sales and other taxes 15,112 10,632 Accrued interest 421 429 Accrued other 15,678 2,735 Total $ 156,430 $ 79,237 |
Operating and Finance Lease Lia
Operating and Finance Lease Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Operating and Finance Lease Liabilities | |
Operating and Finance Lease Liabilities | 12. Operating and Finance Lease Liabilities As of December 31, 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 there are customary operational covenants such as assurance the Company properly maintains the leased assets and carries appropriate insurance, etc. The leases include credit support in the form of either cash, collateral or letters of credit. See Note 21, “Commitments and contingencies,” for a description of cash held as security associated with the leases. The Company has finance leases associated with its property and equipment in Latham, New York and at fueling customer locations. The fair value of this finance obligation approximated the carrying value as of December 31, 2022. Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of December 31, 2022 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities 2023 $ 82,019 $ 10,901 $ 92,920 2024 81,157 10,851 92,008 2025 76,444 13,763 90,207 2026 67,951 10,904 78,855 2027 53,741 6,947 60,688 2028 and thereafter 96,147 — 96,147 Total future minimum payments 457,459 53,366 510,824 Less imputed interest (137,094) (7,230) (144,324) Total $ 320,365 $ 46,137 $ 366,500 Rental expense for all operating leases was $67.6 million, $38.6 million, and $22.3 million for the years ended December 31, 2022, 2021, and 2020, respectively. At December 31, 2022 and 2021, security deposits associated with sale/leaseback transactions were $5.8 million and $3.5 million, respectively, and were included in other assets in the consolidated balance sheet. Other information related to the operating leases are presented in the following table: Year ended Year ended December 31, 2022 December 31, 2021 Cash payments (in thousands) $ 63,214 $ 37,463 Weighted average remaining lease term (years) 6.52 5.60 Weighted average discount rate 11.2% 10.9% Finance lease costs include amortization of the right of use assets (i.e., depreciation expense) and interest on lease liabilities (i.e., interest expense in the consolidated statement of operations), and were $6.2 million and $2.1 million for the year ended December 31, 2022 and 2021. At December 31, 2022 and 2021, the right of use assets associated with finance leases, net was $53.7 million and $32.5 million, respectively. The accumulated depreciation for these right of use assets was $4.7 million and $1.5 million at December 31, 2022 and 2021, respectively. Other information related to the finance leases are presented in the following table: Year ended Year ended December 31, 2022 December 31, 2021 Cash payments (in thousands) $ 9,033 $ 3,648 Weighted average remaining lease term (years) 3.92 4.56 Weighted average discount rate 6.7% 6.7% |
Finance Obligation
Finance Obligation | 12 Months Ended |
Dec. 31, 2022 | |
Finance Obligation | |
Finance Obligation | 13. Finance Obligation The Company has sold future services to be performed associated with certain sale/leaseback transactions and recorded the balance as a finance obligation. The outstanding balance of this obligation at December 31, 2022 was $312.1 In prior periods, the Company entered into sale/leaseback transactions that were accounted for as financing transactions and reported as part of finance obligations. The outstanding balance of this obligation at December 31, 2022 was $17.2 million, $3.5 million and $13.7 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet. The outstanding balance of finance obligations related to sale/leaseback transactions at December 31, 2021 was $17.0 million, $4.5 million and $12.5 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet. The fair value of this finance obligation approximated the carrying value as of both December 31, 2022 and December 31, 2021. Future minimum payments under finance obligations notes above as of December 31, 2022 were as follows (in thousands): Total Sale of future Sale/leaseback Finance revenue - debt financings Obligations 2023 $ 88,161 $ 4,468 $ 92,629 2024 88,161 10,223 98,384 2025 82,904 1,319 84,223 2026 66,181 1,319 67,500 2027 49,610 1,319 50,929 2028 and thereafter 34,634 1,345 35,979 Total future minimum payments 409,651 19,993 429,644 Less imputed interest (97,577) (2,827) (100,404) Total $ 312,074 $ 17,166 $ 329,240 Other information related to the above finance obligations are presented in the following table: Year ended Year ended December 31, 2022 December 31, 2021 Cash payments (in thousands) $ 72,377 $ 57,016 Weighted average remaining term (years) 4.84 5.03 Weighted average discount rate 11.1% 10.8% |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt | |
Long-Term Debt | 14. Long-Term Debt In March 2019, the Company entered into a loan and security agreement, as amended, with Generate Lending, LLC, providing for a secured term loan facility in the amount of $100 million (the “Term Loan Facility”). In December 2022, the Company fully repaid the outstanding balance of the Term Loan Facility, which resulted in a recording of a loss on the extinguishment of debt of $1.0 million on the consolidated statement of operations. In June 2020, the Company acquired debt as part of the acquisition of United Hydrogen Group Inc. The outstanding carrying value of the debt is $9.0 million as of December 31, 2022. The outstanding principal on the debt is $11.4 million and the unamortized debt discount is $2.4 million, bearing varying interest rates ranging from 2.2% to 8.3%, and is scheduled to mature in 2026. As of December 31, 2022, the principal balance is due at each of the following dates is the following (in thousands): December 31, 2023 $ 5,960 December 31, 2024 3,357 December 31, 2025 1,200 December 31, 2026 900 $ 11,417 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Senior Notes. | |
Convertible Senior Notes | 15. Convertible Senior Notes 3.75% Convertible Senior Notes On May 18, 2020, the Company issued $200.0 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025, which is referred to herein as the 3.75% Convertible Senior Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act. On May 29, 2020, the Company issued an additional $12.5 million in aggregate principal amount of 3.75% Convertible Senior Notes. At issuance in May 2020, the total net proceeds from the 3.75% Convertible Senior Notes were as follows: Amount (in thousands) Principal amount $ 212,463 Less initial purchasers' discount (6,374) Less cost of related capped calls (16,253) Less other issuance costs (617) Net proceeds $ 189,219 The 3.75% Convertible Senior Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The notes will mature on June 1, 2025, unless earlier converted, redeemed or repurchased in accordance with their terms. The 3.75% Convertible Senior Notes are senior, unsecured obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to any of the Company’s existing and future liabilities that are not so subordinated, effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, of its current or future subsidiaries. Holders of the 3.75% Convertible Senior Notes may convert their notes at their option at any time prior to the close of the business day immediately preceding December 1, 2024 in the following circumstances: 1) during any calendar quarter commencing after March 31, 2021, if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; 2) during the five business days after any five consecutive trading day period (such five consecutive trading day period, the measurement period) in which the trading price per $1,000 principal amount of the 3.75% Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; 3) if the Company calls any or all of the 3.75% Convertible Senior Notes for redemption, any such notes that have been called for redemption may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or 4) upon the occurrence of specified corporate events, as described in the indenture governing the 3.75% Convertible Senior Notes. On or after December 1, 2024, the holders of the 3.75% Convertible Senior Notes may convert all or any portion of their notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. The initial conversion rate for the 3.75% Convertible Senior Notes is 198.6196 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $5.03 per share of the Company’s common stock, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. During the year ended December 31, 2022, there were no conversions. During the year ended December 31, 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted and the Company issued approximately 3.0 million shares of common stock in conjunction with these conversions. In addition, following certain corporate events or following issuance of a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period in certain circumstances. The 3.75% Convertible Senior Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 5, 2023 and before the 41 st one three If the Company undergoes a “fundamental change” (as defined in the Indenture), holders may require the Company to repurchase their notes for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date. The Company accounts for the 3.75% Convertible Senior Notes as a liability. We incurred transaction costs related to the issuance of the 3.75% Convertible Senior Notes of approximately $7.0 million, consisting of initial purchasers’ discount of approximately $6.4 million and other issuance costs of $0.6 million which were recorded as debt issuance cost (presented as contra debt in the consolidated balance sheets) and are being amortized to interest expense over the term of the 3.75% Convertible Senior Notes. The 3.75% Convertible Senior Notes consisted of the following (in thousands): December 31, December 31, 2022 2021 Principal amounts: Principal $ 197,278 $ 197,278 Unamortized debt issuance costs (1) (3,359) (4,645) Net carrying amount $ 193,919 $ 192,633 1) Included in the consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method. The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes (in thousands, except for effective interest rate): December 31, December 31, 2022 2021 Interest expense $ 7,398 $ 7,446 Amortization of debt issuance costs 1,286 1,670 Total 8,684 9,116 Effective interest rate 4.5% 4.5% Based on the closing price of the Company’s common stock of $12.37 on December 30, 2022, the if-converted value of the notes was greater than the principal amount. The estimated fair value of the note at December 31, 2022 was approximately $493.0 million. Fair value estimation was primarily based on a stock exchange, active trade on December 29, 2022 of the 3.75% Senior Convertible Note. Capped Call In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “3.75% Notes Capped Call”) with certain counterparties at a price of $16.2 million. The 3.75% Notes Capped Call covers, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 3.75% Convertible Senior Notes and The net cost incurred in connection with the 3.75% Notes Capped Call has been recorded as a reduction to additional paid-in capital in the consolidated balance sheet. 5.5% Convertible Senior Notes In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due on March 15, 2023, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. In May 2020, the Company used a portion of the net proceeds from the issuance of the 3.75% Convertible Senior Notes to finance the cash portion of the partial repurchase of the 5.5% Convertible Senior Notes, which consisted of a repurchase of approximately $66.3 million in aggregate principal amount of the 5.5% Convertible Senior Notes in privately-negotiated transactions for aggregate consideration of $128.9 million, consisting of approximately $90.2 million in cash and approximately 9.4 million shares of the Company’s common stock. The partial repurchase of the 5.5% Convertible Senior Notes resulted in a $13.2 million gain on early debt extinguishment. In the fourth quarter of 2020, $33.5 million of the remaining 5.5% Convertible Senior Notes were converted into 14.6 million shares of common stock which resulted in a gain of approximately $4.5 million which was recorded on the consolidated statement of operations on the gain (loss) on extinguishment of debt line. On January 7, 2021, the remaining aggregate principal of $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock. Interest expense and amortization for the period were immaterial. Capped Call In conjunction with the pricing of the 5.5% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “5.5% Notes Capped Call”) with certain counterparties at a price of $16.0 million to reduce the potential dilution to the Company’s common stock upon any conversion of the 5.5% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 5.5% Convertible Senior Notes, as the case may be. The net cost incurred in connection with the 5.5% Notes Capped Call has been recorded as a reduction to additional paid-in capital in the consolidated balance sheets. In conjunction with the pricing of the partial repurchase of the 5.5% Convertible Senior Notes, the Company terminated 100% of the 5.5% Notes Capped Call on June 5, 2020. As a result of the termination, the Company received $24.2 million, which was recorded in additional paid-in capital in the consolidated balance sheets. The net cost incurred in connection with the 5.5% Notes Capped Call has been recorded as a reduction to additional paid-in capital in the consolidated balance sheets. In conjunction with the partial repurchase of the 5.5% Convertible Senior Notes, the Company terminated 100% of the 5.5% Notes Capped Call on June 5, 2020. As a result of the termination, the Company received $24.2 million which was recorded in additional paid-in capital. Common Stock Forward In connection with the issuance of the 5.5% Convertible Senior Notes, the Company also entered into a forward stock purchase transaction (the “Common Stock Forward”), pursuant to which the Company agreed to purchase 14,397,906 shares of its common stock for settlement on or about March 15, 2023. In connection with the issuance of the 3.75% Convertible Senior Notes and the partial repurchase of the 5.5% Convertible Senior Notes, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025. The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions. The net cost incurred in connection with the Common Stock Forward of $27.5 million was recorded as an increase in treasury stock in the consolidated balance sheets. The related shares were accounted for as a repurchase of common stock. The book value of the 5.5% Notes Capped Call and Common Stock Forward are not remeasured. There were no shares of common stock settled in connection with the Common Stock Forward during the year ended December 31, 2022. During the year ended December 31, 2021, 8.1 million shares were settled and received by the Company. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 16. Stockholders’ Equity Preferred Stock The Company has authorized 5.0 million shares of preferred stock, par value $0.01 per share. The Company’s amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualifications, limitations, and restrictions thereof, applicable to the shares of each series. The Company has authorized Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per Common Stock and Warrants The Company has one class of common stock, par value $.01 per share. Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders. In February 2021, the Company completed the previously announced sale of its common stock in connection with a strategic partnership with SK Holdings to accelerate the use of hydrogen as an alternative energy source in Asian markets. The Company sold 54,966,188 shares of its common stock to a subsidiary of SK Holdings at a purchase price of $29.2893 per share, or an aggregate purchase price of approximately $1.6 billion. In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $2.0 billion. In November 2020, the Company issued and sold in a registered direct offering an aggregate of 43,700,000 shares of its common stock at a purchase price of $22.25 per share for net proceeds of approximately $927.3 million. In August 2020, the Company issued and sold in a registered direct offering an aggregate of 35,276,250 shares of its common stock at a purchase price of $10.25 per share for net proceeds of approximately $344.4 million. There were 590,345,658 and 577,654,900 shares of common stock outstanding as of December 31, 2022 and December 31, 2021, respectively. 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 of the Company’s common stock (the “Amazon Warrant Shares”), 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. At December 31, 2022, 1,000,000 of the Amazon Warrant Shares issued pursuant to the 2022 Transaction Agreement had vested upon issuance. During 2017, warrants to purchase up to 110,573,392 shares of common stock were issued in connection with transaction agreements with Amazon and Walmart, as discussed in Note 17, “Warrant Transaction Agreements.” Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss comprises the following (in thousands): Gains and Losses on Unrealized Gains and Losses on Available-For-Sale on Available-For-Sale Foreign Currency Securities Securities Items Total Balance at December 31, 2021 $ (150) $ (67) $ (1,315) $ (1,532) Other comprehensive loss before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss (599) 599 — — Net current-period other comprehensive loss — (20,004) (4,468) (24,472) Balance at December 31, 2022 $ (749) $ (19,472) $ (5,783) $ (26,004) Balance at December 31, 2020 $ — $ 2,451 $ — $ 2,451 Other comprehensive loss before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss (150) 150 — — Net current-period other comprehensive loss — (2,668) (1,315) (3,983) Balance at December 31, 2021 $ (150) $ (67) $ (1,315) $ (1,532) |
Warrant Transaction Agreements
Warrant Transaction Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Transaction Agreements | |
Warrant Transaction Agreements | 17. Warrant Transaction Agreements Amazon Transaction Agreement in 2022 On August 24, 2022, the Company and 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 “2022 Amazon Warrant”) to acquire up to 16,000,000 shares (the “2022 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 2022 Amazon Warrant Shares vested immediately upon issuance of the 2022 Amazon Warrant. 15,000,000 of the 2022 Amazon Warrant Shares will vest in multiple tranches over the 7-year term of the 2022 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 2022 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 2022 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 2022 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 2022 Amazon Warrant Shares. The 2022 Amazon Warrant is exercisable through August 24, 2029. Upon the consummation of certain change of control transactions (as defined in the 2022 Amazon Warrant) prior to the vesting of at least 60% of the aggregate 2022 Amazon Warrant Shares, the 2022 Amazon Warrant will automatically vest and become exercisable with respect to an additional number of 2022 Amazon Warrant Shares such that 60% of the aggregate 2022 Amazon Warrant Shares shall have vested. If a change of control transaction is consummated after the vesting of at least 60% of the aggregate 2022 Amazon Warrant Shares, then no acceleration of vesting will occur with respect to any of the unvested 2022 Amazon Warrant Shares as a result of the transaction. The exercise price and the 2022 Amazon Warrant Shares issuable upon exercise of the Amazon Warrant are subject to customary antidilution adjustments. At December 31, 2022, 1,000,000 of the 2022 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 consolidated 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 total amount amortized during the year 2022 was $0.5 million. 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 2022 Amazon Warrant during the year ended December 31, 2022 was $5.2 million. The assumptions used to calculate the valuations as of August 24, 2022 and December 31, 2022 are as follows: Tranches 1-3 Tranche 4 August 24, 2022 December 31, 2022 Risk-free interest rate 3.15% 3.88% Volatility 75.00% 75.00% Expected average term 7 years 4 years Exercise price $22.98 $11.13 Stock price $20.36 $12.37 Amazon Transaction Agreement in 2017 On April 4, 2017, the Company and Amazon entered into a Transaction Agreement (the “2017 Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon a warrant (the “2017 Amazon Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock (the “2017 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 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 2017 Amazon Warrant Shares was conditioned upon payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the existing commercial agreements. Under the terms of the 2017 Amazon Warrant, the first tranche of the 5,819,652 of the 2017 Amazon Warrant Shares vested upon execution of the 2017 Amazon Warrant, and the remaining 2017 Amazon Warrant Shares vest based on Amazon’s payment of up to $600.0 million to the Company in connection with Amazon’s purchase of goods and services from the Company. The $6.7 million fair value of the first tranche of the 2017 Amazon Warrant Shares, was recognized as selling, general and administrative expense upon execution of the 2017 Amazon Warrant. Provision for the second and third tranches of the 2017 Amazon Warrant Shares was recorded as a reduction of revenue, because they represent consideration payable to a customer. The fair value of the second tranche of the 2017 Amazon Warrant Shares was measured at January 1, 2019, upon adoption of ASU 2019-08. The second tranche of 29,098,260 of the 2017 Amazon Warrant Shares vested in four equal installments, as Amazon or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $200.0 million in the aggregate. The last installment of the second tranche vested on November 2, 2020. Revenue reductions of $497 thousand, $9.0 million and $4.1 million were associated with the second tranche of the 2017 Amazon Warrant Shares were recorded in 2021, 2020, and 2019, respectively, under the terms of the 2017 Amazon Warrant. Under the terms of the 2017 Amazon Warrant, the third tranche of 20,368,784 of the 2017 Amazon Warrant Shares vests in eight equal installments, as Amazon or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $400.0 million in the aggregate. The measurement date for the third tranche of the 2017 Amazon Warrant Shares was November 2, 2020, when their exercise price was determined, as discussed further below. The fair value of the third tranche of the 2017 Amazon Warrant Shares was determined to be $10.57 each. During 2020, revenue reductions of $24.1 million associated with the third tranche of the 2017 Amazon Warrant Shares were recorded under the terms of the 2017 Amazon Warrant, prior to the December 31, 2020 waiver described below. On December 31, 2020, the Company waived the remaining vesting conditions under the 2017 Amazon Warrant, which resulted in the immediate vesting of all the third tranche of the 2017 Amazon Warrant Shares and recognition of an additional $399.7 million reduction to revenue. The $399.7 million reduction to revenue resulting from the December 31, 2020 waiver was determined based upon a probability assessment of whether the underlying shares would have vested under the terms of the 2017 Amazon Warrant. Based upon the Company’s projections of probable future cash collections from Amazon (i.e., a Type I share based payment modification), a reduction of revenue associated with 5,354,905 of the 2017 Amazon Warrant Shares was recognized at their previously measured November 2, 2020 fair value of $10.57 per warrant. A reduction of revenue associated with the remaining 12,730,490 of the 2017 Amazon Warrant Shares was recognized at their December 31, 2020 fair value of $26.95 each, based upon the Company’s assessment that associated future cash collections from Amazon were not deemed probable (i.e., a Type III share-based payment modification). The $399.7 million reduction to revenue was recognized during the year ended December 31, 2020 because the Company concluded such amount was not recoverable from the margins expected from future purchases by Amazon under the 2017 Amazon Warrant, and no exclusivity or other rights were conferred to the Company in connection with the December 31, 2020 waiver. Additionally, for the year ended December 31, 2020, the Company recorded a reduction to the provision for warrants of $12.8 million in connection with the release of the service loss accrual. The 2017 Amazon Warrant was exercised with respect to 24,704,450 and 17,461,994 shares of the Company’s common stock as of December 31, 2022 and 2021, respectively. At both December 31, 2022 and December 31, 2021, 55,286,696 of the 2017 Amazon Warrant Shares had vested. The total amount of provision for common stock warrants recorded as a reduction of revenue for the 2017 Amazon Warrant during the years ended December 31, 2022, 2021, and 2020 was $0.4 million, $0.5 million and $420.0 million, respectively. The exercise price for the first and second tranches of the 2017 Amazon Warrant Shares was $1.1893 per share. The exercise price of the third tranche of the 2017 Amazon Warrant Shares was $13.81 per share, which was determined pursuant to the terms of the 2017 Amazon Warrant as an amount equal to 90% of the 30-day volume weighted average share price of the Company’s common stock as of November 2, 2020, the final vesting date of the second tranche of the 2017 Amazon Warrant Shares. The 2017 Amazon Warrant is exercisable through April 4, 2027. The 2017 Amazon Warrant provides for net share settlement that, if elected by the holder, will reduce the number of shares issued upon exercise to reflect net settlement of the exercise price. The 2017 Amazon Warrant provides for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to customary anti-dilution provisions based on future events. The 2017 Amazon Warrant is classified as an equity instrument. Fair value of the 2017 Amazon Warrant at December 31, 2020 and November 2, 2020 was based on the Black Scholes Option Pricing Model, which is based, in part, upon level 3 unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. All 2017 Amazon Warrant Shares were fully vested as of December 31, 2020. The Company used the following assumptions for its 2017 Amazon Warrant: December 31, 2020 November 2, 2020 Risk-free interest rate 0.58% 0.58% Volatility 75.00% 75.00% Expected average term 6.26 6.42 Exercise price $13.81 $13.81 Stock price $33.91 $15.47 Walmart Transaction Agreement On July 20, 2017, the Company and Walmart entered into a Transaction Agreement (the “Walmart Transaction Agreement”), pursuant to which the Company agreed to issue to Walmart a warrant (the “Walmart Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock, subject to certain vesting events (the “Walmart Warrant Shares”). The Company and Walmart entered into the Walmart Transaction Agreement in connection with existing commercial agreements between the Company and Walmart with respect to the deployment of the Company’s GenKey fuel cell technology across various Walmart distribution centers. The existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the warrant shares conditioned upon payments made by Walmart or its affiliates (directly or indirectly through third parties) pursuant to transactions entered into after January 1, 2017 under existing commercial agreements. The majority of the Walmart Warrant Shares will vest based on Walmart’s payment of up to $600.0 million to the Company in connection with Walmart’s purchase of goods and services from the Company. The first tranche of 5,819,652 Walmart Warrant Shares vested upon the execution of the Walmart Warrant and was fully exercised as of December 31, 2020. Accordingly, $10.9 million, the fair value of the first tranche of Walmart Warrant Shares, was recorded as a provision for common stock warrants and presented as a reduction to revenue on the consolidated statements of operations during 2017. All future provision for common stock warrants is measured based on their grant-date fair value and recorded as a charge against revenue. The second tranche of 29,098,260 Walmart Warrant Shares vests in four installments of 7,274,565 Walmart Warrant Shares each time Walmart or its affiliates, directly or indirectly through third parties, make an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $200.0 million in the aggregate. The exercise price for the first and second tranches of Walmart Warrant Shares is $2.1231 per share. After Walmart has made payments to the Company totaling $200.0 million, the third tranche of 20,368,784 Walmart Warrant Shares will vest in eight installments of 2,546,098 Walmart Warrant Shares each time Walmart or its affiliates, directly or indirectly through third parties, make an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $400.0 million in the aggregate. The exercise price of the third tranche of Walmart Warrant Shares will be an amount per share equal to 90% of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares, provided that, with limited exceptions, the exercise price for the third tranche will not be lower than $1.1893. The Walmart Warrant is exercisable through July 20, 2027. The Walmart Warrant provides for net share settlement that, if elected by the holder, will reduce the number of shares issued upon exercise to reflect net settlement of the exercise price. The Walmart Warrant provides for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to customary anti-dilution provisions based on future events. The Walmart Warrant is classified as an equity instrument. The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of both December 31, 2022 and 2021. At December 31, 2022 and December 31, 2021, 27,643,347 and 20,368,782 of the Walmart Warrant Shares had vested, respectively. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the years ended December 31, 2022, 2021, and 2020 $7.1 million, $6.1 million, and $5.0 million, respectively. Fair value of the Walmart Warrant was based on the Black Scholes Option Pricing Model, which is based, in part, upon level 3 unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. Except for the third tranche, all existing unvested Walmart Warrant Shares are measured using a measurement date of January 1, 2019, the adoption date, in accordance with ASU 2019-08. The Company used the following assumptions for its Walmart Warrant: January 1, 2019 Risk-free interest rate 2.63% Volatility 95.00% Expected average term 8.55 Exercise price $2.12 Stock price $1.24 The assumptions used to calculate the valuations of the final tranche of the Walmart Warrant as of December 31, 2022 are as follows: December 31, 2022 Risk-free interest rate 3.92% Volatility 75.00% Expected average term 3.5 years Exercise price $11.13 Stock price $12.37 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue | |
Revenue | 18. Revenue Disaggregation of revenue The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Year Ended December 31, 2022 2021 2020 Sales of fuel cell systems $ 207,691 $ 225,229 $ (55,091) Sales of hydrogen infrastructure 141,528 135,055 (43,391) Sales of electrolyzers 28,463 16,667 4,187 Sales of engineered equipment 93,489 7,571 — Services performed on fuel cell systems and related infrastructure 35,280 26,706 (9,801) Power Purchase Agreements 47,183 35,153 26,620 Fuel delivered to customers and related equipment 57,196 46,917 (16,072) Sales of cryogenic equipment 87,761 8,255 — Other 2,849 789 311 Net revenue $ 701,440 $ 502,342 $ (93,237) Contract balances The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers (in thousands): December 31, December 31, 2022 2021 Accounts receivable $ 129,450 $ 92,675 Contract assets 104,287 38,757 Deferred revenue and contract liabilities 229,898 183,090 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 consolidated balance sheet. The deferred revenue and 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). Deferred revenue and contract liabilities also include advance consideration received from customers prior to delivery of products. These amounts are included within deferred revenue and other contract liabilities on the consolidated balance sheet. Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands): Contract assets December 31, 2022 December 31, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (33,394) $ (14,638) Contract assets assumed as part of acquisition — 9,960 Contract assets related to warrants 26,455 — Revenue recognized and not billed as of the end of the period 72,469 25,246 Net change in contract assets $ 65,530 $ 20,568 Deferred revenue and contract liabilities December 31, 2022 December 31, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 200,347 $ 182,052 Contract liabilities assumed as part of acquisitions 10,011 35,727 Revenue recognized that was included in the contract liability balance as of the beginning of the period (163,550) (110,974) Net change in deferred revenue and contract liabilities $ 46,808 $ 106,805 Estimated future revenue The following table includes estimated revenue included in the backlog expected to be recognized in the future ( sales sales services, PPAs, and fuel five December 31, 2022 Sales of fuel cell systems $ 38,234 Sales of hydrogen installations and other infrastructure 31,876 Sales of electrolyzers 303,038 Sales of engineered equipment 18,500 Services performed on fuel cell systems and related infrastructure 126,814 Power Purchase Agreements 375,802 Fuel delivered to customers and related equipment 93,798 Sales of cryogenic equipment 193,644 Total estimated future revenue $ 1,181,706 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans | |
Employee Benefit Plans | 19. Employee Benefit Plans 2011 and 2021 Stock Option and Incentive Plan On May 12, 2011, the Company’s stockholders approved the 2011 Stock Option and Incentive Plan (the “2011 Plan”). The 2011 Plan provided for the issuance of up to a maximum number of shares of common stock equal to the sum of (i) 1,000,000, plus (ii) the number of shares of common stock underlying any grants pursuant to the 2011 Plan or the Plug Power Inc. 1999 Stock Option and Incentive Plan that are forfeited, canceled, repurchased or are terminated (other than by exercise). The shares were issued pursuant to stock options, stock appreciation rights, restricted stock awards and certain other equity-based awards granted to employees, directors and consultants of the Company. No further grants may be made under the 2011 Plan after May 12, 2021. Through various amendments to the 2011 Plan approved by the Company’s stockholders, the number of shares of the Company’s common stock authorized for issuance under the 2011 Plan had been increased to 42.4 million. In July 2021, the 2021 Stock Option Incentive Plan (the “2021 Plan”) was approved by the Company’s stockholders. The 2021 Plan provides for the issuance of up to a maximum number of shares of common stock equal to the sum of (i) 22,500,000 shares, plus the 473,491 shares remaining under the 2011 Plan as of the effective date of that the 2021 Plan, plus (iii) shares underlying any awards under the 2021 Plan and the 2011 Plan that are forfeited, canceled, cash-settled or otherwise terminated, other than by exercise. In June 2022, the Company’s stockholders approved an increase in the number of shares of the Company’s common stock authorized for issuance under the 2021 Plan to 40,030,000. 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 approximately $169.8 million, $72.4 million and $14.4 million for the years ended December 31, 2022, 2021, and 2020, respectively, in connection with the 2011 and 2021 Plans. 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): Year ended December 31, 2022 2021 2020 Cost of sales $ 7,259 $ 1,965 $ 324 Research and development 6,369 5,983 1,624 Selling, general and administrative 156,127 64,443 12,444 $ 169,755 $ 72,391 $ 14,392 Option Awards The Company issues options that become exercisable based on time and/or market conditions, and are classified as equity awards. Service Stock Options Awards To date, service-based stock option awards (“Service Stock Options”) granted under the 2011 and 2021 Plans have vesting provisions ranging from one December 31, December 31, December 31, 2022 2021 2020 Expected term of options (years) 5 3 5 6 Risk free interest rate 1.26% - 4.34% 0.61% - 1.23% 0.37% - 1.37% Volatility 73.38% - 85.97% 72.46% - 76.60% 64.19% - 68.18% There was no expected dividend yield for the Service Stock Options granted. Beginning in the second quarter of 2021, the expected term is based on the Company’s historical experience with employee early exercise behavior. The estimated stock price volatility is derived from the Company’s actual historic stock prices over the expected term, which represents the Company’s best estimate of expected volatility. Prior to this, the Company used the simplified method in determining its expected term of all its Service Stock Option grants in all periods presented. The simplified method was used because the Company did not believe historical exercise data provided a reasonable basis for the expected term of its grants, primarily as a result of the limited number of Service Stock Option exercises that had historically occurred. The following table reflects the Service Stock Option activity for the year ended December 31, 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 Options exercisable at December 31, 2021 4,724,624 4.37 6.50 112,715 Options unvested at December 31, 2021 5,062,285 18.44 8.80 59,697 Granted 3,261,724 20.25 — — Exercised (757,424) 2.96 — — Forfeited (212,940) 24.25 — — Options outstanding at December 31, 2022 $ 12,078,269 $ 14.34 7.57 $ 42,835 Options exercisable at December 31, 2022 6,661,969 8.41 6.40 42,182 Options unvested at December 31, 2022 $ 5,416,300 $ 21.63 9.01 $ 653 The weighted average grant-date fair value of the Service Stock Options granted during for the years ended December 31, 2022, 2021 and 2020 was $13.39, $19.80, and $7.22 per share, respectively. The total intrinsic fair value of Service Stock Options exercised during the years ended December 31, 2022, 2021, and 2020, was approximately $15.1 million, $115.5 million, and $145.0 million. The fair value of Service Stock Options vested during the years ended December 31, 2022, 2021, and 2020 was $22.6 million, $11.0 million, and $5.9 million, respectively. Compensation cost associated with Service Stock Options represented approximately $27.5 million, $17.4 million, and $41.5 million of the total share-based payment expense recorded for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, there was approximately $59.8 million and $46.2 million of unrecognized compensation cost related to Service Stock Options to be recognized over a weighted average remaining period of 2.11 years. Performance Stock Option Awards The Company grants performance-based stock option awards (“Performance Stock Options”) to the Company’s Chief Executive Officer and certain other executive officers. These Performance Stock Options are subject to both market conditions tied to the achievement of stock price hurdles and time-based vesting; therefore, a Monte Carlo Simulation was utilized to determine the grant date fair value with the associated expense recognized over the requisite service period. The Performance Stock Options performance-based conditions will be satisfied as the volume weighted average price of the Company’s common stock during any 30 consecutive trading day period in the relevant performance period following the grant date of the stock options (“VWAP”) equals or exceeds certain levels. These levels range between $35 and $100. The Performance Stock Options granted have a required service periods ranging between 2 and 3 years. The Performance Stock Options will vest and become exercisable ratably over the service period. There will be no interpolation for the Chief Executive Officer’s Performance Stock Option if the VWAP falls between any two stock price hurdles, except in the event of a change in control. For awards granted to other executives if the VWAP falls between two of the stock price hurdles, an incremental number of shares will be earned based on linear interpolation in $1 increments. Failure to achieve any of the stock price hurdles applicable to a Performance Stock Option during the required performance period will result in the applicable shares not becoming exercisable and being forfeited. The Performance Stock Options have a maximum term of seven years from the grant date. Key inputs and assumptions used to estimate the fair value of Performance Stock Options include the grant price of the awards, the expected option term, VWAP hurdle rates, volatility of the Company’s stock, an appropriate risk-free rate, and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. The following table presents key assumptions used to estimate the fair value of the performance stock option awards granted in 2022 and 2021: December 31, December 31, 2022 2021 Remaining VWAP performance period (years) 3 3 Risk- free interest rate 3.10% 1.12% Expected volatility 75.00% 70.00% Closing stock price on grant date $ 26.38 $ 26.92 The expected term was determined based on term features within the grants that decreases the overall grant pool if options are exercised early ( 0 The following table reflects the Performance Stock Option activity for the year ended December 31, 2022. Solely for the purposes of this table, the number of shares is based on participants earning the maximum number of shares underlying the Performance Stock Options (i.e., 200% of the target number of shares). 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 Options exercisable at December 31, 2021 — — — — Options unvested at December 31, 2021 14,020,000 26.92 6.70 18,336 Granted 1,500,000 26.38 6.64 — Exercised — — — — Forfeited — — — — Options outstanding at December 31, 2022 15,520,000 $ 26.87 5.81 $ — Options exercisable at December 31, 2022 1,391,000 26.92 5.73 — Options unvested at December 31, 2022 14,129,000 $ 26.86 5.82 $ — The weighted average grant-date fair value of Performance Stock Options granted during the years ended December 31, 2022 and 2021 was $9.73 and $12.70, respectively. There were no Performance Stock Options exercised during the years ended December 31, 2022 and 2021. As of December 31, 2022, there were 2,782,000 unvested shares underlying Performance 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 Performance Stock Options is $0 as of December 31, 2022. The weighted average remaining contractual term of these unvested Performance Stock Options was 5.73 years as of December 31, 2022. Compensation cost associated with Performance Stock Options represented approximately $95.7 and $27.8 million of the total share-based payment expense recorded for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was approximately $70.4 million of unrecognized compensation cost related to Performance Stock Options to be recognized over a weighted average remaining period of 1.88 years. Restricted Stock Awards Restricted stock awards generally vest in equal installments over a period of one A summary of restricted stock award activity for the year ended December 31, 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 4,289,682 20.28 — Vested (2,628,397) (13.96) — Forfeited (236,782) 23.84 — Unvested restricted stock at December 31, 2022 6,276,376 $ 21.56 $ 77,639 The weighted average grant-date fair value of the restricted stock awards granted during the years ended December 31, 2022, 2021, and 2020, was $20.28, $32.35, and $12.61, respectively. The total fair value of restricted stock awards vested for the years ended December 31, 2022, 2021, and 2020 was $36.7 million, $76.0 million, and $23.3 million, respectively. 401(k) Savings & Retirement Plan The Company offers a 401(k) Savings & Retirement Plan to eligible employees meeting certain age and service requirements. This plan permits participants to contribute 100% of their salary, up to the maximum allowable by the Internal Revenue Service regulations. Participants are immediately vested in their voluntary contributions plus actual earnings or less actual losses thereon. Participants are vested in the Company’s matching contribution based on years of service completed. Participants are fully vested upon completion of three years of service. During 2018, the Company began funding its matching contribution in a combination of cash and common stock. The Company issued 442,056 shares of common stock, 90,580 shares of common stock, and 403,474 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the years ended December 31, 2022, 2021, and 2020, respectively. The Company’s expense for this plan was approximately $9.2 million, $4.3 million, and $2.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. Non-Employee Director Compensation Each non-employee director is paid an annual retainer for his or her service, in the form of either cash or stock compensation. This annual retainer is paid in four quarterly installments. The Company granted 21,886, 12,258, and 36,175 shares of common stock to non-employee directors as quarterly compensation for the years ended December 31, 2022, 2021 and 2020, respectively. All common stock issued related to this annual retainer that is paid quarterly, 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 quarterly compensation was approximately $390 thousand, $372 thousand and $228 thousand for the years ended December 31, 2022, 2021, and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 20. Income Taxes The components of loss before income taxes and the income tax (expense) benefit for the years ended December 31, 2022, 2021, and 2020, by jurisdiction, are as follows (in thousands): 2022 2021 2020 U.S. Foreign Total U.S. Foreign Total U.S. Foreign Total Loss before income taxes $ (697,342) $ (25,827) $ (723,169) $ (466,825) $ (9,337) $ (476,162) $ (624,302) $ (2,698) $ (627,000) Income tax (expense) benefit 868 (1,707) (839) 16,540 (343) 16,197 30,845 — 30,845 Net loss attributable to the Company $ (696,474) $ (27,534) $ (724,008) $ (450,285) $ (9,680) $ (459,965) $ (593,457) $ (2,698) $ (596,155) The significant components of current and deferred income tax expense (benefit) for the years ended December 31, 2022, 2021, and 2020, by jurisdiction, are as follows (in thousands): 2022 2021 2020 U.S. Foreign Total U.S. Foreign Total U.S. Foreign Total Current income tax (benefit) expense $ — $ 668 $ 668 $ — $ — $ — $ — $ — $ — Deferred tax (benefit) expense (42,705) 6,968 (35,737) (51,999) 1,064 (50,935) (31,408) (67) (31,475) Net operating loss carryforward generated (92,030) 4,332 (87,698) (105,498) (2,038) (107,536) (51,849) (438) (52,287) Valuation allowance increase (decrease) 133,867 (10,261) 123,606 140,957 1,317 142,274 52,412 505 52,917 Expense (benefit) for income taxes $ (868) 1,707 $ 839 $ (16,540) $ 343 $ (16,197) $ (30,845) $ — $ (30,845) The Company’s effective income tax rate differed from the federal statutory rate as follows: 2022 2021 2020 U.S. Federal statutory tax rate (21.0) % (21.0) % (21.0) % Deferred state taxes 0.0 % (0.6) % (2.3) % Common stock warrant liability 0.0 % (6.0) % 13.4 % Section 162M Disallowance 1.9 % 1.1 % 0.0 % Equity Compensation (0.7) % (4.3) % 0.0 % Provision to return and deferred tax asset adjustments 4.6 % (1.3) % 0.0 % Change in U.S. Federal/Foreign statutory tax rate 0.0 % 0.3 % 0.0 % Other, net 0.6 % (1.5) % (3.5) % Change in valuation allowance 14.8 % 29.9 % 8.4 % 0.1 % (3.4) % (5.0) % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of certain assets and liabilities for financial reporting and the amounts used for income tax purposes. The Company has recorded a net deferred tax liability in other non-current liabilities, at December 31, 2022 and 2021 of approximately $11.5 million and $5.0 million, respectively. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands): U.S. Foreign Total 2022 2021 2022 2021 2022 2021 Deferred revenue 33,172 24,514 137 146 33,309 24,660 Interest expense 31,368 29,095 — — 31,368 29,095 Other reserves and accruals 26,591 23,398 287 7,332 26,878 30,730 Tax credit carryforwards 14,949 8,960 — 1,289 14,949 10,249 Amortization of stock-based compensation 30,217 13,904 — — 30,217 13,904 Non-compensatory warrants 6,268 4,115 — — 6,268 4,115 Capitalized research & development expenditures 60,588 37,912 — 4,613 60,588 42,525 Right of use liability (operating leases) 32,616 6,118 259 485 32,875 6,603 Net operating loss carryforwards 297,790 205,760 7,720 12,052 305,510 217,812 Total deferred tax asset 533,559 353,776 8,403 25,917 541,962 379,693 Valuation allowance (429,291) (295,424) (8,183) (18,444) (437,474) (313,868) Net deferred tax assets $ 104,268 $ 58,352 $ 220 $ 7,473 $ 104,488 $ 65,825 Intangible assets (29,731) (23,244) (9,938) (11,098) (39,669) (34,342) Convertible debt (26,989) (27,346) — — (26,989) (27,346) Right of use asset (operating leases) (40,194) (247) (260) (485) (40,454) (732) Property, plant and equipment and right of use assets (7,383) (8,489) (1,500) — (8,883) (8,489) Deferred tax liability $ (104,297) $ (59,326) $ (11,699) $ (11,583) $ (115,996) $ (70,909) Net $ (29) $ (974) $ (11,479) $ (4,110) $ (11,508) $ (5,084) The Company has recorded a valuation allowance, as a result of uncertainties related to the realization of its net deferred tax asset, at December 31, 2022 and 2021 of approximately $437.5 million and $313.9 million, respectively. A reconciliation of the current year change in valuation allowance is as follows (in thousands): U.S. Foreign Total Increase (decrease) in valuation allowance for current year increase in net operating losses $ 119,784 (5,924) $ 113,860 Increase (decrease) in valuation allowance for current year net increase in deferred tax assets other than net operating losses 22,081 (12,265) 9,816 Increase (decrease) in valuation allowance due to change in tax rates (7,998) 7,928 (70) Net increase (decrease) in valuation allowance $ 133,867 $ (10,261) $ 123,606 With the exception of the Company’s Netherlands subsidiary, all deferred tax assets are offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforwards and other deferred tax assets will not be realized. Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the use of loss carryforwards may be limited if a change in ownership of a company occurs. If it is determined that due to transactions involving the Company’s shares owned by its 5 percent or greater stockholders a change of ownership has occurred under the provisions of Section 382 of the Code, the Company's federal and state NOL carryforwards could be subject to significant Section 382 limitations. The Company's deferred tax assets include $1.4 billion of U.S. net operating loss carryforwards. The NOL carryforwards available at December 31, 2022, include $1.2 billion of NOL that was generated in 2018 through 2022, that do not expire. The remainder, if unused, will expire at various dates from 2034 through 2037. Based on analysis of stock transactions, an ownership change as defined under Section 382 of the Code occurred in 2013, which imposes a $13.5 million limit on the utilization of pre-change losses that can be used to offset taxable income in future years. The pre-change NOL carryforwards will expire, if unused, at various dates from 2021 through 2033. The Company continuously analyzes stock transactions and has determined that no ownership changes have occurred since 2013 that would further limit the utilization of NOLs. Therefore, NOLs of $1.4 billion incurred in post-change years are not subject to limitation. Approximately $14.9 million of research credit carryforwards generated after the most recent IRC Section 382 ownership change are included in the Company's deferred tax assets. Due to limitations under IRC Section 382, research credit carryforwards existing prior to the most recent IRC Section 382 ownership change will not be used and are not reflected in the Company's gross deferred tax asset at December 31, 2022. The remaining credit carryforwards will expire during the periods 2033 through 2042. At December 31, 2022, the Company has unused Canadian net operating loss carryforwards of approximately $1.3 million. The net operating loss carryforwards if unused will expire at various dates between 2040 through 2043. At December 31, 2022, the Company has no remaining Scientific Research and Experimental Development (“SR&ED”) expenditures or ITC credit carryforwards. At December 31, 2022, the Company has unused French net operating loss carryforwards of approximately $27.3 million. The net operating loss may carryforward indefinitely or until the Company changes its activity. At December 31, 2022, the Company no longer has Netherlands net operating loss carryforwards. As the carryforward amount of $2.9 million as of December 31, 2021 was utilized in the current year. As of December 31, 2022, the Company has no un-repatriated foreign earnings or unrecognized tax benefits. The Inflation Reduction Act of 2022 (IRA) was signed into law on August 16, 2022. Key provisions under the IRA include a 15% corporate alternative minimum tax imposed on certain large corporations and the extension and expansion of clean energy tax incentives. The 15% corporate alternative minimum tax is not expected to affect the Company in the near future. The Company is in the process of evaluating the impact of the clean energy tax incentives on its businesses and is awaiting U.S. Department of the Treasury and Internal Revenue Service guidance. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. Open tax years in the U.S. range from 2019 and forward. Open tax years in the foreign jurisdictions range from 2012 and forward. However, upon examination in subsequent years, if net operating losses carryforwards and tax credit carryforwards are utilized, the US and foreign jurisdictions can reduce net operating loss carryforwards and tax credit carryforwards utilized in the year being examined if they do not agree with the carryforward amount. As of December 31, 2022, the Company was not under audit in the U.S. or non-U.S. taxing jurisdictions. The Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code ("IRC") Section 174. The requirement was effective for the Company beginning after December 31, 2021. We recorded a deferred tax asset of approximately $19.0 million due to Section 174 capitalization. We note that the Company is currently in a full valuation allowance as it relates to the U.S. taxing jurisdiction as a result there is no impact to cash taxes payable. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets, which remain fully reserved, with the exception of $20.0 million of DTAs recorded in the Netherlands, which do not require a reserve as the Netherlands entity has approximately $31.5 million of DTLs that provide a sufficient source of income to support realization of its DTAs. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 21. Commitments and Contingencies Restricted Cash In connection with certain of the above noted sale/leaseback agreements, cash of $383.7 million and $275.1 million, respectively, was required to be restricted as security as of December 31, 2022 and 2021, which will be released over the lease term. As of December 31, 2022 and 2021, the Company also had certain letters of credit backed by security deposits totaling $379.6 million and $286.0 million, respectively, that are security for the above noted sale/leaseback agreements. As of December 31, 2022 and 2021, the Company had $75.5 million and $67.7 million, respectively, held in escrow related to the construction of certain hydrogen plants. The Company also had $5.0 million, $2.3 million, and $1.8 million of consideration held by our paying agent in connection with the Applied Cryo, Joule, and CIS acquisitions, respectively, reported as restricted cash as of December 31, 2022, with a corresponding accrued liability on the Company’s consolidated balance sheet. The Company had $10.0 million of consideration held by our paying agent in connection with the Applied Cryo reported as restricted cash as of December 31, 2021, with a corresponding accrued liability on the Company’s consolidated balance sheet. Additionally, the Company had $10.8 million and $12.2 million in restricted cash as collateral resulting from the Frames acquisition as of December 31, 2022 and 2021, respectively. Litigation Legal matters are defended and handled in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company has not recorded any accruals related to any legal matters. Concentrations of credit risk Concentrations of credit risk with respect to receivables exist due to the limited number of select customers with whom the Company has initial commercial sales arrangements. To mitigate credit risk, the Company performs appropriate evaluation of a prospective customer’s financial condition. At December 31, 2022, one customer comprised approximately 24.9% of the total accounts receivable balance. At December 31, 2021, one customer comprised approximately 46.6% of the total accounts receivable balance. For the year ended December 31, 2022, three customers accounted for 51.2% of total consolidated revenues. For the year ended December 31, 2021, three customers accounted for 75.7% of total consolidated revenues. On December 31, 2020, the Company waived the remaining vesting conditions under the Amazon Warrant, which resulted in a reduction in revenue of $399.7 million, which resulted in negative consolidated revenue of $93.2 million for the year ended December 31, 2020. See Note 17, “Warrant Transaction Agreements,” to the consolidated financial statements for further information. Total revenue in 2020 for this customer was negative $310.1 million. For the year ended December 31, 2020, this customer accounted for (332.4)% of our total consolidated revenues which included a provision for warrant charge of $420.0 million, which was recorded as a reduction of revenue. Additionally, 156.2% of our total consolidated revenues were associated primarily with two other customers. |
Segment and Geographic Reportin
Segment and Geographic Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | |
Segment Reporting | 22. Segment and Geographic Area Reporting Our organization is managed from a sales perspective based on “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 largely based upon the analysis of Plug on a total company basis, including assessments related to our incentive compensation plans. Revenues Long-Lived Assets Year ended December 31, As of December 31, 2022 2021 2020 2022 2021 North America $ 579,218 $ 476,246 $ (100,523) $ 1,209,900 $ 570,777 Europe 46,033 20,814 3,929 13,215 2,608 Asia 50,498 718 147 — — Other 25,691 4,564 3,210 — 171 Total $ 701,440 $ 502,342 $ (93,237) $ 1,223,115 $ 573,556 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 23. Subsequent Events We have evaluated events as of March 1, 2023 and have not identified any subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint ventures HyVia, AccionaPlug S.L. and SK Plug Hyverse, 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., SK Plug Hyverse. |
Use of Estimates | Use of Estimates The consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation of inventories, goodwill and intangible assets, valuation of long-lived assets, accrual for service loss contracts, operating and finance leases, product warranty accruals, unbilled revenue, common stock warrants, income taxes, and contingencies. We base our estimates and judgments on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about (1) the carrying values of assets and liabilities and (2) the amount of revenue and expenses realized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Leases | Leases The Company is a lessee in noncancelable (1) operating leases, primarily related to sale/leaseback transactions with financial institutions for deployment of the Company’s products at certain customer sites, and (2) finance leases. The Company accounts for leases in accordance with Accounting Standards Codification (ASC) Topic 842, Leases The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective interest method. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term, and (3) the lease payments. ● ASC Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality, were applied in the determination of the incremental borrowing rate. ● The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. ● Lease payments included in the measurement of the lease liability comprise fixed payments, and for certain finance leases, the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain at lease commencement to exercise the option. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the right of use asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the right of use asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the right of use asset is amortized over the useful life of the underlying asset. Amortization of the right of use asset is recognized and presented separately from interest expense on the lease liability. The Company’s leases do not contain variable lease payments. Right of use assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant and Equipment — Overall The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right of use asset. Operating and finance lease right of use assets are presented separately on the Company’s consolidated balance sheets. The current portions of operating and finance lease liabilities are also presented separately within current liabilities and the long-term portions are presented separately within noncurrent liabilities on the consolidated balance sheets. The Company has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. |
Revenue Recognition | Revenue Recognition The Company enters into contracts that may contain one or a combination of fuel cell systems and infrastructure, installation, maintenance, spare parts, fuel delivery and other support services. Contracts containing fuel cell systems and related infrastructure may be sold directly to customers or provided to customers under a PPA. The Company also enters into contracts that contain electrolyzer stacks, systems, maintenance, and other support services. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company accrues for anticipated standard warranty costs at the same time that revenue is recognized for the related product, or when circumstances indicate that warranty costs will be incurred, as applicable. Any prepaid amounts would only be refunded to the extent services have not been provided or the fuel cell systems or infrastructure have not been delivered . Revenue is measured based on the transaction price specified in a contract with a customer, subject to the allocation of the transaction price to distinct performance obligations as discussed below. The Company recognizes revenue when it satisfies a performance obligation by transferring a product or service to a customer. Promises to the customer are separated into performance obligations, and are accounted for separately if they are (1) capable of being distinct and (2) distinct in the context of the contract. The Company considers a performance obligation to be distinct if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer and the Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. The Company allocates revenue to each distinct performance obligation based on relative standalone selling prices. Payment terms for sales of fuel cells, infrastructure, and service to customers are typically 30 to 90 days from shipment of the goods. Payment terms on electrolyzer systems are typically based on achievement of milestones over the term of the contract with the customer. Sale/leaseback transactions with financial institutions are invoiced and collected upon transaction closing. Service is prepaid upfront in a majority of the arrangements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year. The Company has issued to each of Amazon.com NV Investment Holdings LLC and Walmart warrants to purchase shares of the Company’s common stock. The Company presents the provision for common stock warrants within each revenue-related line item on the consolidated statements of operations. This presentation reflects a discount that those common stock warrants represent, and therefore revenue is net of these non-cash charges. The provision of common stock warrants is allocated to the relevant revenue-related line items based upon the expected mix of the revenue for each respective contract. See Note 17, “Warrant Transaction Agreements,’ for more details. Nature of goods and services The following is a description of principal activities from which the Company generates its revenue. (i) Sales of Fuel Cell Systems, Related Infrastructure and Equipment Revenue from sales of fuel cell systems, related infrastructure, and equipment represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure. The Company uses a variety of information sources in determining standalone selling prices for fuel cells systems and the related infrastructure. For GenDrive fuel cells, given the nascent nature of the Company’s market, the Company considers several inputs, including prices from a limited number of standalone sales as well as the Company’s negotiations with customers. The Company also considers its costs to produce fuel cells as well as comparable list prices in estimating standalone selling prices. The Company uses applicable observable evidence from similar products in the market to determine standalone selling prices for GenSure stationary backup power units and hydrogen fueling infrastructure. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. The allocated transaction price related to fuel cell systems and spare parts is recognized as revenue at a point in time which usually occurs upon delivery (and occasionally at time of shipment). Revenue on hydrogen infrastructure installations is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon customer acceptance of the hydrogen infrastructure. The Company uses an input method to determine the amount of revenue to recognize during each reporting period when such revenue is recognized over time, based on the costs incurred to satisfy the performance obligation. (ii) Sales of Electrolyzer Systems and Solutions Revenue from sales of electrolyzer systems and solutions represents sales of electrolyzer stacks and systems used to generate hydrogen for various applications including mobility, ammonia production, methanol production, power to gas, and other uses. The Company uses a variety of information sources in determining standalone selling prices for electrolyzer systems solutions. Electrolyzer stacks are typically sold on a standalone basis and the standalone selling price is the contractual price with the customer. Electrolyzer systems are sold either on a standalone basis or with an extended service agreement and other equipment. The Company uses an adjusted market assessment approach to determine the standalone selling price of electrolyzer systems when sold with extended service or other equipment. This includes considering both standalone selling prices of the systems by the Company and available information on competitor pricing on similar products. The determination of standalone selling prices of the Company’s performance obligations requires judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. Revenue on electrolyzer systems and stacks is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon title transfer at shipment or delivery to the customer location. In certain instances, control of electrolyzer systems transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. We recognize revenue over time when contract performance results in the creation of a product for which we do not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. In these instances, we use an input measure (cost-to-total cost or percentage-of-completion method) of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation. Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred. (iii) Services performed on fuel cell systems and related infrastructure Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. The Company uses an adjusted market assessment approach to determine standalone selling prices for services. This approach considers market conditions and constraints, as well as objectives while maximizing the use of available observable inputs obtained from a limited number of historical standalone service renewal prices and negotiations with customers. The transaction price allocated to services as discussed above is generally recognized as revenue over time on a straight-line basis over the expected service period, as customers simultaneously receive and consume the benefits of routine, recurring maintenance performed throughout the contract period. In substantially all of its transactions, the Company sells extended maintenance contracts that generally provide for a five Extended maintenance contracts generally do not contain customer renewal options. Upon expiration, customers may either negotiate a contract extension or switch to purchasing spare parts and maintaining the fuel cell systems on their own. (iv) Power Purchase Agreements (“PPAs”) Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution. Revenue associated with these agreements is recognized on a straight-line basis over the life of the agreements as the customers receive the benefits from the Company’s performance of the services. The customers receive services ratably over the contract term. In conjunction with entering into a PPA with a customer, the Company may enter into a separate transaction with third-party financial institutions in which the Company receives proceeds from the sale/leaseback transactions of the equipment and the sale of future service revenue. The proceeds from the financial institution are allocated between the sale of equipment and the sale of future service revenue based on the relative standalone selling prices of equipment and service. The proceeds allocated to the sale of future services are recognized as finance obligations. The proceeds allocated to the sale of the equipment are evaluated to determine if the transaction meets the criteria for sale/leaseback accounting. To meet the sale/leaseback criteria, control of the equipment must transfer to the financial institution, which requires among other criteria the leaseback to meet the criteria for an operating lease and the Company must not have a right to repurchase the equipment (unless specific criteria are met). These transactions typically meet the criteria for sale/leaseback accounting and accordingly, the Company recognizes revenue on the sale of the equipment, and separately recognizes the leaseback obligations. The Company recognizes an operating lease liability for the equipment leaseback obligation based on the present value of the future payments to the financial institutions that are attributed to the equipment leaseback. The discount rate used to determine the lease liability is the Company’s incremental borrowing rate. The Company also records a right of use asset which is amortized over the term of the leaseback. Rental expense is recognized on a straight-line basis over the life of the leaseback and is included as a cost of PPA revenue on the consolidated statements of operations. Certain of the Company’s transactions with financial institutions do not meet the criteria for sale/leaseback accounting and accordingly, no equipment sale is recognized. All proceeds from these transactions are accounted for as finance obligations. The right of use assets related to these transactions are classified as equipment related to the PPAs and fuel delivered to the customers, net in the consolidated balance sheets. The Company uses its transaction-date incremental borrowing rate as the interest rate for its finance obligations that arise from these transactions. No additional adjustments to the incremental borrowing rate have been deemed necessary for the finance obligations that have resulted from the failed sale/leaseback transactions. In determining whether the sales of fuel cells and other equipment to financial institutions meet the requirements for revenue recognition under sale/leaseback accounting, the Company, as lessee, determines the classification of the lease. The Company estimates certain key inputs to the associated calculations such as: 1) discount rate used to determine the present value of future lease payments, 2) fair value of the fuel cells and equipment, and 3) useful life of the underlying asset(s): ● ASC Topic 842 requires a lessee to discount its future lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in its leases because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate to estimate the discount rate for each lease. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality were applied in the determination of the incremental borrowing rate. ● In order for the lease to be classified as an operating lease, the present value of the future lease payments cannot exceed 90% of the fair value of the leased assets. The Company estimates the fair value of the lease assets using the sales prices. ● In order for a lease to be classified as an operating lease, the lease term cannot exceed 75% (major part) of the estimated useful life of the leased asset. The average estimated useful life of the fuel cells is 10 years , and the average estimated useful life of the hydrogen infrastructure is 20 years . These estimated useful lives are compared to the term of each lease to determine the appropriate lease classification. (v) Fuel Delivered to Customers Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated on site. The stand-alone selling price is not estimated because it is sold separately and therefore directly observable. The Company purchases hydrogen fuel from suppliers in most cases (and sometimes produces hydrogen onsite) and sells to its customers. Revenue and cost of revenue related to this fuel is recorded as dispensed and is included in the respective fuel delivered to customers and related equipment lines on the consolidated statements of operations. Contract costs The Company expects that incremental commission fees paid to employees as a result of obtaining sales contracts are recoverable and therefore the Company capitalizes them as contract costs. Capitalized commission fees are amortized on a straight-line basis over the period of time which the transfer of goods or services to which the assets relate occur, typically ranging from 5 to 10 years. Amortization of the capitalized commission fees is included in selling, general and administrative expenses. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general and administrative expenses. Capitalized contract costs at December 31, 2022 and 2021 were $0.6 million and $0.4 million, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. At December 31, 2022, cash equivalents consisted of U.S. Treasury securities with original maturities of three months or less, and money market funds. Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate the fair value of cash and cash equivalents. The Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of cash that serves as support for leasing arrangements. Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included in other long-term assets. Otherwise, restricted cash is included in other current assets in the Consolidated Balance Sheets. |
Available-for-sale securities | Available-for-sale securities Available-for-sale securities is comprised of U.S. Treasury securities, certificates of deposit and corporate bonds, with original maturities greater than three months. We consider these securities to be available for use in our current operations, and therefore classify them as current even if we do not dispose of the securities in the following year. Available-for-sale securities are recorded at fair value as of each balance sheet date. As of each balance sheet date, unrealized gains and losses, with the exception of credit related losses, are recorded to accumulated other comprehensive loss. Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to the statement of operations. Realized gains and losses are due to the sale and maturity of securities classified as available-for-sale and includes the loss from accumulated other comprehensive loss reclassifications for previously unrealized losses on available-for-sale debt securities. |
Equity securities | Equity securities Equity securities are comprised of fixed income and equity market index mutual funds. Equity securities are valued at fair value with changes in the fair value recognized in our consolidated statements of operations. We consider these securities to be available for use in our current year operations, and therefore classify them as current even if we do not dispose of the securities in the following year. |
Investments in non-consolidated entities and non-marketable equity securities | Investments in non-consolidated entities and non-marketable equity securities The Company accounts for its investments in non-consolidated entities, such as HyVia, AccionaPlug S.L., and SK Plug Hyverse, as equity method investments. Included in “Investments in non-consolidated entities and non-marketable equity securities” on the consolidated balance sheet are equity investments without readily determinable fair values (“non-marketable equity securities”). Non-marketable equity securities that do not qualify for equity method accounting are measured at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for the identical or similar investments of the same issuer. Our investment in non-marketable equity securities was $8.8 million and $5.0 million as of December 31, 2022 and 2021, respectively. |
Common Stock Warrant Accounting | Common Stock Warrant Accounting The Company accounts for common stock warrants as either derivative liabilities or as equity instruments depending on the specific terms of the respective warrant agreements. Common stock warrants that meet certain applicable requirements of ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity absence of rights of the grantee to require cash settlement, are accounted for as equity instruments. The Company classifies these equity instruments within additional paid-in capital on the consolidated balance sheets. Common stock warrants accounted for as equity instruments represent the warrants issued to Amazon and Walmart as discussed in Note 17, “Warrant Transaction Agreements.” The Company adopted FASB ASU 2019-08, Compensation – Stock Compensation Revenue from Contracts with Customers In order to calculate warrant charges, the Company used the Black-Scholes pricing model, which required key inputs including volatility and risk-free interest rate and certain unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company estimated the fair value of unvested warrants, considered to be probable of vesting, at the time. Based on that estimated fair value, the Company determined warrant charges, which are recorded as a reduction of revenue in the consolidated statement of operations. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount billed or billable to customers and are ordinarily due between 30 and 90 days after the issuance of the invoice. Receivables are reserved or written off based on individual credit evaluation and specific circumstances of the customer. The allowance for expected credit losses for current accounts receivable is based primarily on past collections experience relative to the length of time receivables are past due; however, when available evidence reasonably supports an assumption that counterparty credit risk over the expected payment period will differ from current and historical payment collections, a forecasting adjustment will be reflected in the allowance for expected credit losses. The allowance for doubtful accounts and related receivable are reduced when the amount is deemed uncollectible. As of December 31, 2022, and 2021, the allowance for doubtful accounts was $43 thousand and $39 thousand, respectively. |
Inventory | Inventory Inventories are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. All inventory, including spare parts inventory held at service locations, is not relieved until the customer has received the product, at which time the customer obtains control of the goods. We maintain inventory levels adequate for our short-term needs within the next twelve months based upon present levels of production. An allowance for potential non-saleable inventory due to excess stock or obsolescence is based upon a detailed review of inventory, past history, and expected usage. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are originally recorded at cost or, if acquired as part of a business combination, at fair value. Maintenance and repairs are expensed as costs are incurred. Depreciation on plant and equipment, which includes depreciation on one of the Company’s manufacturing facilities, which is accounted for as a financing obligation, is calculated on the straight-line method over the estimated useful lives of the assets. Gains and losses resulting from the sale of property and equipment are recorded in current operations. Included within machinery and equipment is certain equipment related to our hydrogen plants. The Company records depreciation and amortization over the following estimated useful lives: Leasehold improvements 10 Machinery and equipment 2 Software 1 |
Equipment related to PPAs and Fuel Delivered to Customers | Equipment related to PPAs and Fuel Delivered to Customers Equipment related to PPAs and fuel delivered to customers primarily consists of the assets deployed related to PPAs and sites where we deliver fuel to customers as well as equipment related to failed sale/leaseback transactions. Equipment is depreciated over its useful life. Depreciation expense is recorded on a straight-line basis and is included in cost of revenue for PPAs or cost of fuel delivered to customers, respectively, in the consolidated statements of operations. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired technology, customer relationships and trademarks, and are amortized using a straight-line method over their useful lives. Additionally, the intangible assets are reviewed for impairment when certain triggering events occur. |
Extended Maintenance Contracts | Extended Maintenance Contracts On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems and related infrastructure that has been sold. We measure loss accruals at the customer contract level. The expected revenues and expenses for these contracts include all applicable expected costs of providing services over the remaining term of the contracts and the related unearned net revenue. A loss is recognized if the sum of expected costs of providing services under the contract exceeds related unearned net revenue and is recorded as a provision for loss contracts related to service in the consolidated statements of operations. A key component of these estimates is the expected future service costs. In estimating the expected future service costs, the Company considers its current service cost level and applies judgement related to certain cost saving estimates that have been implemented in the field. The expected future cost savings will be primarily dependent upon the success of the Company’s initiatives related to increasing stack life and achieving better economies of scale on service labor. If the expected cost saving initiatives are not realized, this will increase the costs of providing services and could adversely affect our estimated contract loss accrual. Further, as we continue to work to improve quality and reliability; however, unanticipated additional quality issues or warranty claims may arise and additional material charges may be incurred in the future. These quality issues could also adversely affect our contract loss accrual. The Company has undertaken and will soon undertake several other initiatives to extend the life and improve the reliability of its equipment. As a result of these initiatives and our additional expectation that the increase in certain costs will abate, the Company believes that its contract loss accrual is sufficient. However, if elevated service costs persist, the Company will adjust its estimated future service costs and increase its contract loss accrual estimate. The following table shows the roll forward of balances in the accrual for loss contracts, including changes due to the provision for loss accrual, loss accrual acquired from acquisition, releases to service cost of sales, releases due to the provision for warrants and foreign currency translation adjustment (in thousands): December 31, 2022 December 31, 2021 December 31, 2020 Beginning balance $ 89,773 $ 24,013 $ 3,702 Provision for loss accrual 23,295 71,988 35,473 Loss accrual acquired from acquisition — 2,636 — Releases to service cost of sales (35,446) (8,864) (2,348) Increase/(decrease) to loss accrual related to customer warrants 3,506 — (12,814) Foreign currency translation adjustment (62) — — Ending balance $ 81,066 $ 89,773 $ 24,013 |
Goodwill | Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. The Company has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If this is the case, the quantitative goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the quantitative goodwill impairment test is not required. The Company performs an impairment review of goodwill on an annual basis at October 31, and when a triggering event is determined to have occurred between annual impairment tests. Due to the proximity of the fourth quarter 2022 interim goodwill impairment analysis date to the annual assessment date, and to allow for a greater amount of time to analyze the assessment of goodwill in advance of our annual report filing deadline in future years, we updated our accounting policy to shift the annual impairment test from December 1 to October 31 in 2022 and future fiscal years. This change in date of the annual impairment test is not deemed material as the new measurement date October 31 is in relative close proximity to the previous measurement date and the year-end balance sheet date, is not expected to materially impact the goodwill analysis, and allows for more timely financial reporting on these estimates. For the years ended December 31, 2022, 2021, and 2020, the Company performed a qualitative assessment of goodwill for its single reporting unit based on multiple factors including market capitalization and determined that it is not more likely than not that the fair value of its reporting unit is less than the carrying amount. |
Fair Value Measurements | Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB ASC No. 740-10-25, Income Taxes-Overall-Recognition he Company |
Foreign Currency Translation | Foreign Currency Translation Foreign currency translation adjustments arising from conversion of the Company’s foreign subsidiary’s financial statements to U.S. dollars for reporting purposes are included in accumulated other comprehensive income in stockholders’ equity on the consolidated balance sheets. Transaction gains and losses resulting from the effect of exchange rate changes on transactions denominated in currencies other than the functional currency of the Company’s operations give rise to realized foreign currency transaction gains and losses, and are included in interest and other income and interest and other expense, respectively, in the consolidated statements of operations. |
Research and Development. | Research and Development Costs related to research and development activities by the Company are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company maintains employee stock-based compensation plans, which are described more fully in Note 19, “Employee Benefit Plans.” Stock-based compensation represents the cost related to stock-based awards granted to employees and directors. The Company measures stock-based compensation cost at grant-date, based on the fair value of the award, and recognizes the cost as expense on a straight-line basis over the option’s requisite service period. Forfeitures are recognized as they occur. The Company estimates the fair value of stock-based awards using a Black-Scholes valuation model. Stock-based compensation expense is recorded in cost of revenue associated with sales of fuel cell systems, related infrastructure and equipment, cost of revenue for services performed on fuel cell systems and related infrastructure, research and development expense and selling, general and administrative expenses in the consolidated statements of operations based on the employees’ respective function. Beginning in September 2021, the Company also issued performance stock option awards that include a market condition. The grant date fair value of performance stock options is estimated using a Monte Carlo simulation model and the cost is recognized using the accelerated attribution method. The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based upon the amount of compensation cost recognized and the Company's statutory tax rate. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company's income tax return are recorded in the income statement. Tax expense (benefit) for the year ended December 31, 2022 was $0.8 million. |
Convertible Senior Notes | Convertible Senior Notes The Company accounts for its convertible senior notes as a single liability measured at amortized cost. The Company uses the effective interest rate method to amortize the debt issuance costs to interest expense over the respective term of the convertible senior notes. |
Reclassifications | |
Subsequent Events | Subsequent Events The Company evaluates subsequent events at the date of the balance sheet as well as conditions that arise after the balance sheet date but before the consolidated financial statements are issued. The effects of conditions that existed at the balance sheet date are recognized in the consolidated financial statements. Events and conditions arising after the balance sheet date but before the consolidated financial statements are issued are evaluated to determine if disclosure is required to keep the consolidated financial statements from being misleading. To the extent such events and conditions exist, if any, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions. See Note 23, “Subsequent Events.” |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2020, ASU 2020-04, Reference Rate Reform Facilitation of the Effects of Reference Rate Reform on Financial Reporting In October of 2021, ASU No. 2021-08- Business Combinations Accounting for Contract Assets and Contract Liabilities from Contracts with Customers On January 1, 2021, we early adopted ASU No. 2020-06, Debt — Debt with Conversion and Other Options Derivatives and Hedging — Contracts in Entity’s Own Equity Recently Issued and Not Yet Adopted Accounting Pronouncements In March 2020, ASU 2020-03, Codification Improvements to Financial Instruments of this ASU. The adoption of this standard will not have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of Property Plant and Equipment Useful Lives | Leasehold improvements 10 Machinery and equipment 2 Software 1 |
Schedule of accrual for loss contracts | The following table shows the roll forward of balances in the accrual for loss contracts, including changes due to the provision for loss accrual, loss accrual acquired from acquisition, releases to service cost of sales, releases due to the provision for warrants and foreign currency translation adjustment (in thousands): December 31, 2022 December 31, 2021 December 31, 2020 Beginning balance $ 89,773 $ 24,013 $ 3,702 Provision for loss accrual 23,295 71,988 35,473 Loss accrual acquired from acquisition — 2,636 — Releases to service cost of sales (35,446) (8,864) (2,348) Increase/(decrease) to loss accrual related to customer warrants 3,506 — (12,814) Foreign currency translation adjustment (62) — — Ending balance $ 81,066 $ 89,773 $ 24,013 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of unaudited pro forma financial information | For the year ended December 31, 2021 Revenue $ 570,502 Net loss $ (456,510) |
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | |
Schedule of fair value of consideration paid | The fair value of consideration paid by the Company in connection with the CIS acquisition was as follows (in thousands): Cash $ 30,700 Due to Cryogenic Industrial Solutions, LLC 500 Plug Power Inc. Common Stock 6,107 Total consideration $ 37,307 |
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 $ 267 Accounts receivable 5,038 Inventory 11,120 Prepaid expenses and other assets 464 Property, plant and equipment 3,887 Right of use asset 1,538 Identifiable intangible assets 13,430 Lease liability (1,562) Accounts payable, accrued expenses and other liabilities (3,826) Deferred revenue (6,193) Total net assets acquired, excluding goodwill $ 24,163 |
Business combination segment allocation | Consideration paid $ 37,307 Less: net assets acquired (24,163) Total goodwill recognized $ 13,144 |
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 final 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 | 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 final 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 | 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 |
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 final allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Cash $ 45,394 Accounts receivable 17,910 Inventory 34 Prepaid expenses and other assets 3,652 Property, plant and equipment 709 Right of use asset 1,937 Contract asset 9,960 Identifiable intangible assets 50,478 Lease liability (1,937) Contract liability (22,737) Accounts payable, accrued expenses and other liabilities (18,465) Deferred tax liability (10,644) Provision for loss contracts (2,636) Warranty provisions (7,566) Total net assets acquired, excluding goodwill $ 66,089 |
Business combination segment allocation | The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Frames acquisition was calculated as follows (in thousands): Consideration paid $ 127,861 Less: net assets acquired (66,089) Total goodwill recognized $ 61,772 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 are summarized as follows (in thousands): December 31, 2022 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 200,735 $ 7 $ (7,109) $ 193,633 — U.S. Treasuries 1,154,879 111 (15,680) 1,139,310 — Total $ 1,355,614 $ 118 $ (22,789) $ 1,332,943 $ — 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 position as of December 31, 2022 (in thousands): December 31, 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 $ 39,047 $ (1,186) $ 152,837 $ (5,924) $ 191,884 $ (7,110) U.S. Treasuries 491,633 (969) 356,610 (14,710) 848,243 (15,679) Total available-for-sale securities $ 530,680 $ (2,155) $ 509,447 $ (20,634) $ 1,040,127 $ (22,789) |
Schedule of investments classified as equity securities | The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at December 31, 2022 are summarized as follows (in thousands): December 31, 2022 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,257 $ — $ (2,620) $ 67,637 Exchange traded mutual funds 75,999 — (8,800) 67,199 Total $ 146,256 $ — $ (11,420) $ 134,836 The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at December 31, 2021 are summarized as follows (in thousands): December 31, 2021 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,247 $ — $ (574) $ 69,673 Exchange traded mutual funds 71,010 7,312 — 78,322 Total $ 141,257 $ 7,312 $ (574) $ 147,995 |
Schedule of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity | A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, as of December 31, is as follows (in thousands): December 31, 2022 December 31, 2021 Amortized Fair Amortized Fair Maturity: Cost Value Cost Value Less than 12 months $ 1,045,120 $ 1,039,333 $ 670,584 $ 670,306 12 months or greater 310,494 293,610 572,349 569,959 Total $ 1,355,614 $ 1,332,943 $ 1,242,933 $ 1,240,265 |
Summary of investments under the equity method | As of December 31, 2022 and December 31, 2021, the Company accounted for the following investments in the investee’s common stock under the equity method, which are included in the investments in non-consolidated entities and non-marketable equity securities on the consolidated balance sheets (amounts in thousands): As of December 31, 2022 As of December 31, 2021 Formation Common Stock Carrying Common Stock Carrying Investee Date Ownership % Value Ownership % Value HyVia Q2 2021 50% $ 11,281 50% $ 6,545 AccionaPlug S.L. Q4 2021 50% 2,225 50% 526 SK Plug Hyverse Q1 2022 49% 8,937 N/A — $ 22,443 $ 7,071 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table summarizes the carrying amount and estimated fair value of the Company’s financial instruments at December 31, 2022 and 2021 As of December 31, 2022 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 212,577 $ 212,577 $ 212,577 $ — $ — Corporate bonds 193,633 193,633 — 193,633 — U.S. Treasuries 1,139,310 1,139,310 1,139,310 — — Equity securities 134,836 134,836 134,836 — — Liabilities Contingent consideration 116,165 116,165 — — 116,165 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 $ 85,269 Scenario based method Credit spread 15.73% - 15.74% Discount rate 19.85% - 20.68% 11,310 Monte carlo simulation Credit spread 15.74% Discount rate 20.00%-20.30% Revenue volatility 45.29% 19,586 Monte carlo simulation Credit spread 15.73% Revenue volatility 35.7% - 23.1% (35.0%) Gross profit volatility 106.7% - 23.2% (60.0%) 116,165 In the audited 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 for the year ending December 31, 2021: Financial Instrument Fair Value Valuation Technique Unobservable Input Range (weighted average) Contingent Consideration $ 49,927 Scenario based method Credit spread 12.31% - 12.57% Discount rate 12.45% - 13.13% 12,370 Monte carlo simulation Credit spread 12.40% Discount rate 12.46%-13.18% Revenue volatility 48.60% 62,297 |
Schedule of activity in the level 3 liabilities | The change in the carrying amount of Level 3 liabilities for the year ended December 31, 2022 was as follows (in thousands): Year ended December 31, 2022 Beginning Balance at December 31, 2021 62,297 Payments (2,667) Additions due to acquisitions 41,732 Fair value adjustments 16,468 Foreign currency translation adjustment (1,665) Ending balance at December 31, 2022 116,165 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share | |
Schedule of components of the calculations of basic and diluted earnings per share: | The following table provides the components of the calculations of basic and diluted earnings per share (in thousands, except share amounts): Year ended December 31, 2022 2021 2020 Numerator: Net loss attributable to common stockholders $ (724,008) $ (459,965) $ (596,181) Denominator: Weighted average number of common stock outstanding 579,716,708 558,182,177 354,790,106 |
Schedule of potential dilutive common shares | At December 31, 2022 2021 2020 Stock options outstanding (1) 27,598,269 23,806,909 10,284,498 Restricted stock outstanding (2) 6,276,376 4,851,873 5,874,642 Common stock warrants (3) 88,774,725 80,017,181 104,753,740 Convertible Senior Notes (4) 39,170,766 39,170,766 42,256,610 Number of dilutive potential shares of common stock 161,820,136 147,846,729 163,169,490 (1) During the years ended December 31, 2022, 2021, and 2020, the Company granted 4,761,724 , 16,502,335 , and 3,509,549 , stock options, respectively. (2) During the years ended December 31, 2022, 2021, and 2020, the Company granted 4,289,682 , 1,894,356 , and 3,227,149 , shares of restricted stock, 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 17, “Warrant Transaction Agreements.” The warrant had no shares exercised of the Company’s common stock as of December 31, 2022. In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 17, “Warrant Transaction Agreements.” The warrant was exercised with respect to 24,704,450 shares and 17,461,994 shares of the Company’s common stock as of December 31, 2022 and 2021, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 17, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of December 31, 2022 and 2021. (4) In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023 (the “ 5.5% Convertible Senior Notes”). In May 2020, the Company repurchased $66.3 million of the 5.5% Convertible Senior Notes due 2023 (the “ 5.5% Convertible Senior Notes”) and in the fourth quarter of 2020, $33.5 million of the 5.5% Convertible Senior Notes were converted into approximately 14.6 million shares of common stock. The remaining $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock in January 2021. In September 2019, the Company issued $40.0 million in aggregate principal amount of the 7.5% Convertible Senior Note due 2023 (the “ 7.5% Convertible Senior Note”), which was fully converted into 16.0 million shares of common stock on July 1, 2020. In May 2020, the Company issued $212.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes. During 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted into 3,016,036 shares of common stock. There were no other conversions for the year ended December 31, 2022. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory | |
Schedule of Inventory | Inventory as of December 31, 2022 and 2021, consists of the following (in thousands): December 31, December 31, 2022 2021 Raw materials and supplies - production locations $ 450,432 $ 187,449 Raw materials and supplies - customer locations 18,860 16,294 Work-in-process 112,231 58,341 Finished goods 64,113 7,079 Inventory $ 645,636 $ 269,163 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment | |
Schedule of Property plant and equipment | Property, plant and equipment at December 31, 2022 and 2021 consists of the following (in thousands): December 31, 2022 December 31, 2021 Land $ 1,772 $ 1,165 Construction in progress 575,141 169,415 Leasehold improvements 21,363 2,099 Software, machinery, and equipment 169,633 112,068 Property, plant and equipment 767,909 284,747 Less: accumulated depreciation (48,116) (29,124) Property, plant and equipment, net $ 719,793 $ 255,623 |
Equipment Related to Power Pu_2
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | |
Schedule of equipment related to power purchase agreements and fuel delivered to customers, net | Equipment related to power purchase agreements and fuel delivered to customers, net, at December 31, 2022 and 2021 consists of the following (in thousands): December 31, December 31, 2022 2021 Equipment related to power purchase agreements and fuel delivered to customers $ 109,683 $ 89,641 Less: accumulated depreciation (20,390) (16,739) Equipment related to power purchase agreements and fuel delivered to customers, net 89,293 72,902 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 are as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 14 years $ 104,221 $ (12,754) $ 91,467 Dry stack electrolyzer technology 10 years 29,000 (2,417) 26,583 Customer relationships, Non-compete agreements, Backlog & Trademark 13 years 102,521 (12,846) 89,675 $ 235,742 $ (28,017) $ 207,725 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2021 are as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 13 years $ 45,530 $ (5,392) $ 40,138 Customer 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 | Estimated amortization expense for subsequent years was as follows (in thousands): 2023 $ 19,033 2024 18,973 2025 18,204 2026 16,635 2027 16,628 2028 and thereafter 118,252 Total $ 207,725 |
Schedule of changes in the carrying amount of goodwill | The change in the carrying amount of goodwill for the year ended December 31, 2022 was as follows (in thousands): Beginning balance at December 31, 2021 $ 220,436 Acquisitions 26,087 Measurement period adjustments 5,868 Foreign currency translation adjustment (3,784) Ending balance at December 31, 2022 $ 248,607 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses | |
Schedule of Accrued Expenses | Accrued expenses at December 31, 2022 and 2021 consist of (in thousands): 2022 2021 Accrued payroll and compensation related costs $ 18,231 $ 22,005 Accrual for capital expenditures 53,089 6,735 Accrued accounts payable 53,899 36,701 Accrued sales and other taxes 15,112 10,632 Accrued interest 421 429 Accrued other 15,678 2,735 Total $ 156,430 $ 79,237 |
Operating and Finance Lease L_2
Operating and Finance Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities 2023 $ 82,019 $ 10,901 $ 92,920 2024 81,157 10,851 92,008 2025 76,444 13,763 90,207 2026 67,951 10,904 78,855 2027 53,741 6,947 60,688 2028 and thereafter 96,147 — 96,147 Total future minimum payments 457,459 53,366 510,824 Less imputed interest (137,094) (7,230) (144,324) Total $ 320,365 $ 46,137 $ 366,500 |
Schedule of operating leases other information | Year ended Year ended December 31, 2022 December 31, 2021 Cash payments (in thousands) $ 63,214 $ 37,463 Weighted average remaining lease term (years) 6.52 5.60 Weighted average discount rate 11.2% 10.9% |
Schedule of finance leases other information | Year ended Year ended December 31, 2022 December 31, 2021 Cash payments (in thousands) $ 9,033 $ 3,648 Weighted average remaining lease term (years) 3.92 4.56 Weighted average discount rate 6.7% 6.7% |
Finance Obligation (Tables)
Finance Obligation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Sale Leaseback Transaction [Line Items] | |
Schedule of finance leases other information | Year ended Year ended December 31, 2022 December 31, 2021 Cash payments (in thousands) $ 9,033 $ 3,648 Weighted average remaining lease term (years) 3.92 4.56 Weighted average discount rate 6.7% 6.7% |
Finance obligation | |
Sale Leaseback Transaction [Line Items] | |
Schedule of future minimum lease payments under finance obligations | Future minimum payments under finance obligations notes above as of December 31, 2022 were as follows (in thousands): Total Sale of future Sale/leaseback Finance revenue - debt financings Obligations 2023 $ 88,161 $ 4,468 $ 92,629 2024 88,161 10,223 98,384 2025 82,904 1,319 84,223 2026 66,181 1,319 67,500 2027 49,610 1,319 50,929 2028 and thereafter 34,634 1,345 35,979 Total future minimum payments 409,651 19,993 429,644 Less imputed interest (97,577) (2,827) (100,404) Total $ 312,074 $ 17,166 $ 329,240 |
Schedule of finance leases other information | Year ended Year ended December 31, 2022 December 31, 2021 Cash payments (in thousands) $ 72,377 $ 57,016 Weighted average remaining term (years) 4.84 5.03 Weighted average discount rate 11.1% 10.8% |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt | |
Schedule of long term debt | December 31, 2023 $ 5,960 December 31, 2024 3,357 December 31, 2025 1,200 December 31, 2026 900 $ 11,417 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) - 3.75% Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instrument [Line Items] | |
Schedule of net proceeds from the Convertible Senior Notes | Amount (in thousands) Principal amount $ 212,463 Less initial purchasers' discount (6,374) Less cost of related capped calls (16,253) Less other issuance costs (617) Net proceeds $ 189,219 |
Schedule of Convertible Senior Notes | The 3.75% Convertible Senior Notes consisted of the following (in thousands): December 31, December 31, 2022 2021 Principal amounts: Principal $ 197,278 $ 197,278 Unamortized debt issuance costs (1) (3,359) (4,645) Net carrying amount $ 193,919 $ 192,633 1) Included in the consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method. |
Schedule of debt | The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes (in thousands, except for effective interest rate): December 31, December 31, 2022 2021 Interest expense $ 7,398 $ 7,446 Amortization of debt issuance costs 1,286 1,670 Total 8,684 9,116 Effective interest rate 4.5% 4.5% |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity | |
Schedule of accumulated other comprehensive loss | Accumulated Other Comprehensive Loss comprises the following (in thousands): Gains and Losses on Unrealized Gains and Losses on Available-For-Sale on Available-For-Sale Foreign Currency Securities Securities Items Total Balance at December 31, 2021 $ (150) $ (67) $ (1,315) $ (1,532) Other comprehensive loss before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss (599) 599 — — Net current-period other comprehensive loss — (20,004) (4,468) (24,472) Balance at December 31, 2022 $ (749) $ (19,472) $ (5,783) $ (26,004) Balance at December 31, 2020 $ — $ 2,451 $ — $ 2,451 Other comprehensive loss before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss (150) 150 — — Net current-period other comprehensive loss — (2,668) (1,315) (3,983) Balance at December 31, 2021 $ (150) $ (67) $ (1,315) $ (1,532) |
Warrant Transaction Agreements
Warrant Transaction Agreements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
2022 Amazon transaction agreement | |
Schedule of warranty assumptions | Tranches 1-3 Tranche 4 August 24, 2022 December 31, 2022 Risk-free interest rate 3.15% 3.88% Volatility 75.00% 75.00% Expected average term 7 years 4 years Exercise price $22.98 $11.13 Stock price $20.36 $12.37 |
Warrants issued with the Amazon, Inc transaction agreement | |
Schedule of warranty assumptions | December 31, 2020 November 2, 2020 Risk-free interest rate 0.58% 0.58% Volatility 75.00% 75.00% Expected average term 6.26 6.42 Exercise price $13.81 $13.81 Stock price $33.91 $15.47 |
Warrants issued with the Walmart Stores, Inc transaction agreement | |
Schedule of warranty assumptions | January 1, 2019 Risk-free interest rate 2.63% Volatility 95.00% Expected average term 8.55 Exercise price $2.12 Stock price $1.24 |
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | |
Schedule of warranty assumptions | December 31, 2022 Risk-free interest rate 3.92% Volatility 75.00% Expected average term 3.5 years Exercise price $11.13 Stock price $12.37 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue | |
Schedule of disaggregation of revenue | The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Year Ended December 31, 2022 2021 2020 Sales of fuel cell systems $ 207,691 $ 225,229 $ (55,091) Sales of hydrogen infrastructure 141,528 135,055 (43,391) Sales of electrolyzers 28,463 16,667 4,187 Sales of engineered equipment 93,489 7,571 — Services performed on fuel cell systems and related infrastructure 35,280 26,706 (9,801) Power Purchase Agreements 47,183 35,153 26,620 Fuel delivered to customers and related equipment 57,196 46,917 (16,072) Sales of cryogenic equipment 87,761 8,255 — Other 2,849 789 311 Net revenue $ 701,440 $ 502,342 $ (93,237) |
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): December 31, December 31, 2022 2021 Accounts receivable $ 129,450 $ 92,675 Contract assets 104,287 38,757 Deferred revenue and contract liabilities 229,898 183,090 |
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 December 31, 2022 December 31, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (33,394) $ (14,638) Contract assets assumed as part of acquisition — 9,960 Contract assets related to warrants 26,455 — Revenue recognized and not billed as of the end of the period 72,469 25,246 Net change in contract assets $ 65,530 $ 20,568 Deferred revenue and contract liabilities December 31, 2022 December 31, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 200,347 $ 182,052 Contract liabilities assumed as part of acquisitions 10,011 35,727 Revenue recognized that was included in the contract liability balance as of the beginning of the period (163,550) (110,974) Net change in deferred revenue and contract liabilities $ 46,808 $ 106,805 |
Schedule of Estimated future revenue | The following table includes estimated revenue included in the backlog expected to be recognized in the future ( sales sales services, PPAs, and fuel five December 31, 2022 Sales of fuel cell systems $ 38,234 Sales of hydrogen installations and other infrastructure 31,876 Sales of electrolyzers 303,038 Sales of engineered equipment 18,500 Services performed on fuel cell systems and related infrastructure 126,814 Power Purchase Agreements 375,802 Fuel delivered to customers and related equipment 93,798 Sales of cryogenic equipment 193,644 Total estimated future revenue $ 1,181,706 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 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): Year ended December 31, 2022 2021 2020 Cost of sales $ 7,259 $ 1,965 $ 324 Research and development 6,369 5,983 1,624 Selling, general and administrative 156,127 64,443 12,444 $ 169,755 $ 72,391 $ 14,392 |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock award activity for the year ended December 31, 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 4,289,682 20.28 — Vested (2,628,397) (13.96) — Forfeited (236,782) 23.84 — Unvested restricted stock at December 31, 2022 6,276,376 $ 21.56 $ 77,639 |
Service Stock Options Awards | |
Assumptions made for the purpose of estimating fair value | December 31, December 31, December 31, 2022 2021 2020 Expected term of options (years) 5 3 5 6 Risk free interest rate 1.26% - 4.34% 0.61% - 1.23% 0.37% - 1.37% Volatility 73.38% - 85.97% 72.46% - 76.60% 64.19% - 68.18% |
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 Options exercisable at December 31, 2021 4,724,624 4.37 6.50 112,715 Options unvested at December 31, 2021 5,062,285 18.44 8.80 59,697 Granted 3,261,724 20.25 — — Exercised (757,424) 2.96 — — Forfeited (212,940) 24.25 — — Options outstanding at December 31, 2022 $ 12,078,269 $ 14.34 7.57 $ 42,835 Options exercisable at December 31, 2022 6,661,969 8.41 6.40 42,182 Options unvested at December 31, 2022 $ 5,416,300 $ 21.63 9.01 $ 653 |
Performance Stock Option Awards | |
Assumptions made for the purpose of estimating fair value | December 31, December 31, 2022 2021 Remaining VWAP performance period (years) 3 3 Risk- free interest rate 3.10% 1.12% Expected volatility 75.00% 70.00% Closing stock price on grant date $ 26.38 $ 26.92 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table reflects the Performance Stock Option activity for the year ended December 31, 2022. Solely for the purposes of this table, the number of shares is based on participants earning the maximum number of shares underlying the Performance Stock Options (i.e., 200% of the target number of shares). 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 Options exercisable at December 31, 2021 — — — — Options unvested at December 31, 2021 14,020,000 26.92 6.70 18,336 Granted 1,500,000 26.38 6.64 — Exercised — — — — Forfeited — — — — Options outstanding at December 31, 2022 15,520,000 $ 26.87 5.81 $ — Options exercisable at December 31, 2022 1,391,000 26.92 5.73 — Options unvested at December 31, 2022 14,129,000 $ 26.86 5.82 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule Components of loss before income taxes and the provision for income taxes | The components of loss before income taxes and the income tax (expense) benefit for the years ended December 31, 2022, 2021, and 2020, by jurisdiction, are as follows (in thousands): 2022 2021 2020 U.S. Foreign Total U.S. Foreign Total U.S. Foreign Total Loss before income taxes $ (697,342) $ (25,827) $ (723,169) $ (466,825) $ (9,337) $ (476,162) $ (624,302) $ (2,698) $ (627,000) Income tax (expense) benefit 868 (1,707) (839) 16,540 (343) 16,197 30,845 — 30,845 Net loss attributable to the Company $ (696,474) $ (27,534) $ (724,008) $ (450,285) $ (9,680) $ (459,965) $ (593,457) $ (2,698) $ (596,155) |
Schedule of Significant Components of Deferred Income Tax Expense (Benefit) | The significant components of current and deferred income tax expense (benefit) for the years ended December 31, 2022, 2021, and 2020, by jurisdiction, are as follows (in thousands): 2022 2021 2020 U.S. Foreign Total U.S. Foreign Total U.S. Foreign Total Current income tax (benefit) expense $ — $ 668 $ 668 $ — $ — $ — $ — $ — $ — Deferred tax (benefit) expense (42,705) 6,968 (35,737) (51,999) 1,064 (50,935) (31,408) (67) (31,475) Net operating loss carryforward generated (92,030) 4,332 (87,698) (105,498) (2,038) (107,536) (51,849) (438) (52,287) Valuation allowance increase (decrease) 133,867 (10,261) 123,606 140,957 1,317 142,274 52,412 505 52,917 Expense (benefit) for income taxes $ (868) 1,707 $ 839 $ (16,540) $ 343 $ (16,197) $ (30,845) $ — $ (30,845) |
Schedule of Effective Income Tax Rate Reconciliation | 2022 2021 2020 U.S. Federal statutory tax rate (21.0) % (21.0) % (21.0) % Deferred state taxes 0.0 % (0.6) % (2.3) % Common stock warrant liability 0.0 % (6.0) % 13.4 % Section 162M Disallowance 1.9 % 1.1 % 0.0 % Equity Compensation (0.7) % (4.3) % 0.0 % Provision to return and deferred tax asset adjustments 4.6 % (1.3) % 0.0 % Change in U.S. Federal/Foreign statutory tax rate 0.0 % 0.3 % 0.0 % Other, net 0.6 % (1.5) % (3.5) % Change in valuation allowance 14.8 % 29.9 % 8.4 % 0.1 % (3.4) % (5.0) % |
Schedule of Deferred Tax Assets and Liabilities | The Company has recorded a net deferred tax liability in other non-current liabilities, at December 31, 2022 and 2021 of approximately $11.5 million and $5.0 million, respectively. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands): U.S. Foreign Total 2022 2021 2022 2021 2022 2021 Deferred revenue 33,172 24,514 137 146 33,309 24,660 Interest expense 31,368 29,095 — — 31,368 29,095 Other reserves and accruals 26,591 23,398 287 7,332 26,878 30,730 Tax credit carryforwards 14,949 8,960 — 1,289 14,949 10,249 Amortization of stock-based compensation 30,217 13,904 — — 30,217 13,904 Non-compensatory warrants 6,268 4,115 — — 6,268 4,115 Capitalized research & development expenditures 60,588 37,912 — 4,613 60,588 42,525 Right of use liability (operating leases) 32,616 6,118 259 485 32,875 6,603 Net operating loss carryforwards 297,790 205,760 7,720 12,052 305,510 217,812 Total deferred tax asset 533,559 353,776 8,403 25,917 541,962 379,693 Valuation allowance (429,291) (295,424) (8,183) (18,444) (437,474) (313,868) Net deferred tax assets $ 104,268 $ 58,352 $ 220 $ 7,473 $ 104,488 $ 65,825 Intangible assets (29,731) (23,244) (9,938) (11,098) (39,669) (34,342) Convertible debt (26,989) (27,346) — — (26,989) (27,346) Right of use asset (operating leases) (40,194) (247) (260) (485) (40,454) (732) Property, plant and equipment and right of use assets (7,383) (8,489) (1,500) — (8,883) (8,489) Deferred tax liability $ (104,297) $ (59,326) $ (11,699) $ (11,583) $ (115,996) $ (70,909) Net $ (29) $ (974) $ (11,479) $ (4,110) $ (11,508) $ (5,084) |
Schedule of Valuation Allowance | A reconciliation of the current year change in valuation allowance is as follows (in thousands): U.S. Foreign Total Increase (decrease) in valuation allowance for current year increase in net operating losses $ 119,784 (5,924) $ 113,860 Increase (decrease) in valuation allowance for current year net increase in deferred tax assets other than net operating losses 22,081 (12,265) 9,816 Increase (decrease) in valuation allowance due to change in tax rates (7,998) 7,928 (70) Net increase (decrease) in valuation allowance $ 133,867 $ (10,261) $ 123,606 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | |
Schedule of revenue from external customers and long-lived assets, by geographical areas | Revenues Long-Lived Assets Year ended December 31, As of December 31, 2022 2021 2020 2022 2021 North America $ 579,218 $ 476,246 $ (100,523) $ 1,209,900 $ 570,777 Europe 46,033 20,814 3,929 13,215 2,608 Asia 50,498 718 147 — — Other 25,691 4,564 3,210 — 171 Total $ 701,440 $ 502,342 $ (93,237) $ 1,223,115 $ 573,556 |
Nature of Operations - Descript
Nature of Operations - Description Of Business (Details) | 12 Months Ended | |
Dec. 31, 2022 MWh T | Dec. 31, 2021 | |
Description of Business | ||
Construction capacity per day. | 30 | |
Plug Power LA JV LLC | ||
Description of Business | ||
Ownership interest percentage | 50% | |
Niloco Hydrogen Holdings LLC | ||
Description of Business | ||
Ownership interest percentage | 50% | |
HyVia SAS | ||
Description of Business | ||
Ownership interest percentage | 50% | 50% |
Minimum | ||
Description of Business | ||
Construction capacity per day. | 15 | |
Capacity of electrolyzer | MWh | 5 | |
Maximum | ||
Description of Business | ||
Capacity of electrolyzer | MWh | 10 | |
Joint Venture with S K | ||
Description of Business | ||
Ownership percentage in joint venture | 49% | |
Hidrogenii | ||
Description of Business | ||
Construction capacity per day. | 15 | |
Plug Power France | HyVia SAS | ||
Description of Business | ||
Ownership interest percentage | 50% | |
Renault | HyVia SAS | ||
Description of Business | ||
Ownership interest percentage | 50% | |
Plug Power Spain | ||
Description of Business | ||
Ownership percentage in joint venture | 50% | |
Acciona | ||
Description of Business | ||
Ownership percentage in joint venture | 50% | |
SK E&S Co., Ltd. | Joint Venture with S K | ||
Description of Business | ||
Ownership percentage in joint venture | 51% |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||
Feb. 28, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liquidity | ||||||||
Cash and cash equivalents | $ 690,630 | $ 2,481,269 | ||||||
Unrestricted cash | 159,000 | |||||||
Restricted cash | 858,700 | |||||||
Available-for-sale securities | 1,332,943 | 1,240,265 | ||||||
Equity securities | $ 134,836 | 147,995 | ||||||
Number of common stock sold | 43,700,000 | 35,276,250 | 32,200,000 | |||||
Share Price | $ 22.25 | $ 10.25 | ||||||
Proceeds from public and private offerings, net of transaction costs | $ 927,300 | $ 344,400 | $ 3,587,833 | $ 1,271,714 | ||||
Common stock, shares issued | 608,421,785 | 594,729,610 | ||||||
Net loss attributable to common stockholders | $ (724,008) | $ (459,965) | (596,181) | |||||
Net cash used in investing activities | (679,370) | (1,740,891) | (95,334) | |||||
Net cash provided by financing activities | (77,457) | 3,597,779 | 1,515,529 | |||||
Net cash used in operating activities | (828,623) | (358,176) | $ (155,476) | |||||
Total operating lease, liabilities | 320,365 | |||||||
Total finance lease liabilities | 46,137 | |||||||
Operating lease liabilities | 48,861 | 30,822 | ||||||
Finance lease liabilities | 8,149 | 4,718 | ||||||
Finance obligations | 329,240 | |||||||
Current portion of finance obligation in sale-leaseback transaction | 58,925 | $ 42,040 | ||||||
Convertible senior notes | 193,900 | |||||||
Working capital | $ 2,700,000 | |||||||
SK Holdings Co LTD | ||||||||
Liquidity | ||||||||
Number of common stock sold | 54,996,188 | |||||||
Proceeds from public and private offerings, net of transaction costs | $ 1,600,000 | |||||||
Common stock, shares issued | 54,966,188 | 54,966,188 | ||||||
Per share price of shares of common stock | $ 29.2893 | $ 29.2893 | ||||||
Public Offerings | ||||||||
Liquidity | ||||||||
Number of common stock sold | 32,200,000 | 32,200,000 | ||||||
Share Price | $ 65 | $ 65 | $ 65 | |||||
Proceeds from public and private offerings, net of transaction costs | $ 2,000,000 | $ 2,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Jan. 01, 2021 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||||||||
Loss accrual | $ 81,066 | $ 89,773 | $ 24,013 | $ 3,702 | |||||
Operating lease maximum allowed extension percentage | 75% | ||||||||
Investment in non-marketable equity securities | $ 8,800 | 5,000 | |||||||
Minimum number of days after an invoice is issued when accounts receivable is considered due | 30 days | ||||||||
Maximum number of days after an invoice is issued when accounts receivable is considered due | 90 days | ||||||||
Capitalized contract costs | $ 600 | 400 | |||||||
Allowance for doubtful accounts receivable | 43 | 39 | |||||||
Convertible Debt | $ 120,600 | ||||||||
Accumulated deficit | (3,120,911) | (2,396,903) | 9,600 | ||||||
Additional paid-in capital | 7,297,306 | 7,070,710 | $ 130,200 | ||||||
Impairment of long-lived assets | $ 800 | 0 | |||||||
Existing contracts | 5 years | ||||||||
Property, Plant and Equipment | |||||||||
Impairment of long-lived assets | $ 5,218 | $ 10,224 | $ 6,430 | ||||||
Stock-Based Compensation | |||||||||
Tax benefit (expense) for stock-based compensation | $ 800 | ||||||||
3.75% Convertible Senior Notes | |||||||||
Summary of Significant Accounting Policies | |||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||
PPA Executory Contract Considerations | |||||||||
Property, Plant and Equipment | |||||||||
Impairment of long-lived assets | $ 4,400 | ||||||||
Fuel | |||||||||
Property, Plant and Equipment | |||||||||
Estimated useful life | 10 years | ||||||||
Hydrogen infrastructure | |||||||||
Property, Plant and Equipment | |||||||||
Estimated useful life | 20 years | ||||||||
Minimum | |||||||||
Summary of Significant Accounting Policies | |||||||||
Payment terms for fuel cells and its services | 30 days | ||||||||
Extension period | 5 years | ||||||||
Capitalized commission fees amortization term | 5 years | ||||||||
Maximum | |||||||||
Summary of Significant Accounting Policies | |||||||||
Payment terms for fuel cells and its services | 90 days | ||||||||
Extension period | 10 years | ||||||||
Capitalized commission fees amortization term | 10 years | ||||||||
Leasehold Improvements | Minimum | |||||||||
Property, Plant and Equipment | |||||||||
Estimated useful life | 10 years | ||||||||
Leasehold Improvements | Maximum | |||||||||
Property, Plant and Equipment | |||||||||
Estimated useful life | 30 years | ||||||||
Machinery and equipment | Minimum | |||||||||
Property, Plant and Equipment | |||||||||
Estimated useful life | 2 years | ||||||||
Machinery and equipment | Maximum | |||||||||
Property, Plant and Equipment | |||||||||
Estimated useful life | 30 years | ||||||||
Software | Minimum | |||||||||
Property, Plant and Equipment | |||||||||
Estimated useful life | 1 year | ||||||||
Software | Maximum | |||||||||
Property, Plant and Equipment | |||||||||
Estimated useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accrual for loss contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accrual for loss contracts | |||
Beginning balance | $ 89,773 | $ 24,013 | $ 3,702 |
Provision for loss accrual | 23,295 | 71,988 | 35,473 |
Loss accrual acquired from acquisition | 2,636 | ||
Releases to service cost of sales | (35,446) | (8,864) | (2,348) |
Increase/(decrease) to loss accrual related to customer warrants | 3,506 | (12,814) | |
Foreign currency translation adjustment | (62) | ||
Ending balance | $ 81,066 | $ 89,773 | $ 24,013 |
Acquisitions - Fair value of co
Acquisitions - Fair value of consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 05, 2022 | Jan. 14, 2022 | Dec. 09, 2021 | Nov. 22, 2021 | Dec. 31, 2021 | |
Consideration held by paying agent. | $ 10,000 | ||||
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 | ||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | |||||
Cash | $ 30,700 | ||||
Due to Cryogenic Industrial Solutions, LLC | 500 | ||||
Plug Power Inc. Common Stock | 6,107 | ||||
Total consideration | $ 37,307 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 05, 2022 | Jan. 14, 2022 | 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 | (16,541) | ||||
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) | ||||
Current liabilities | (22,737) | ||||
Accounts payable, accrued expenses and other liabilities | (18,465) | ||||
Deferred tax liability | $ (10,600) | (10,644) | |||
Provision for loss contracts | (2,636) | ||||
Warranty provisions | (7,566) | ||||
Total net assets acquired, excluding goodwill | $ 66,089 | ||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | |||||
Preliminary allocation of the purchase price to the estimated fair value of the net assets acquired | |||||
Cash | $ 267 | ||||
Accounts receivable | 5,038 | ||||
Inventory | 11,120 | ||||
Prepaid expenses and other assets | 464 | ||||
Property, plant and equipment | 3,887 | ||||
Right of use asset | 1,538 | ||||
Identifiable intangible assets | 13,430 | ||||
Lease liability | (1,562) | ||||
Accounts payable, accrued expenses and other liabilities | (3,826) | ||||
Deferred revenue | (6,193) | ||||
Total net assets acquired, excluding goodwill | $ 24,163 |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) - USD ($) $ in Thousands | Dec. 05, 2022 | Jan. 14, 2022 | Dec. 09, 2021 | Nov. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Total goodwill recognized | $ 248,607 | $ 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 | (66,089) | |||||
Total goodwill recognized | $ 61,772 | |||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | ||||||
Consideration paid | $ 30,700 | |||||
Consideration paid | 37,307 | |||||
Less: net assets acquired | (24,163) | |||||
Total goodwill recognized | $ 13,144 |
Acquisitions - Narratives (Deta
Acquisitions - Narratives (Details) $ in Thousands, € in Millions | 12 Months Ended | |||||||
Dec. 05, 2022 USD ($) subsidiary | Jan. 14, 2022 USD ($) | Dec. 09, 2021 USD ($) installment item MW | Nov. 22, 2021 USD ($) item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 09, 2021 EUR (€) | |
Adjustment to goodwill | $ (5,868) | |||||||
Change in fair value of contingent consideration | 16,468 | $ 11,176 | $ 1,160 | |||||
Increase in goodwill | 26,100 | |||||||
Change in fair value | 16,468 | 11,176 | 1,160 | |||||
Net loss attributable to the Company | (724,008) | (459,965) | $ (596,155) | |||||
Joule Processing LLC | ||||||||
Earn-out payments | $ 130,000 | 41,700 | ||||||
Achievement of revenue targets | 90,000 | |||||||
Achievement of cost targets | 40,000 | |||||||
Adjustment to goodwill | 100 | |||||||
Business combination | 60,522 | |||||||
Change in fair value of contingent consideration | 11,500 | |||||||
Fair value of contingent consideration | 53,200 | |||||||
Change in fair value | 11,500 | |||||||
Revenue | 36,500 | |||||||
Joule Processing LLC | Developed Technology Rights | ||||||||
Business combination | $ 59,200 | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | |||||||
Joule Processing LLC | Trade Names | ||||||||
Business combination | $ 800 | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 4 years | |||||||
Joule Processing LLC | Noncompete Agreements | ||||||||
Business combination | $ 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 | ||||||
Achievement of production targets | 15,000 | |||||||
Achievement of cost targets | 15,000 | |||||||
Adjustment to goodwill | 500 | |||||||
Business combination | $ 70,484 | |||||||
Number of contingent earn-out payments | item | 4 | |||||||
Change in fair value of contingent consideration | 1,900 | |||||||
Fair value of contingent consideration | 15,900 | |||||||
Change in fair value | 1,900 | |||||||
Deferred tax liability | $ 16,541 | |||||||
Reduction to valuation allowance | 16,500 | 16,500 | ||||||
Deferred tax benefit | 16,500 | 16,500 | ||||||
Applied Cryo Technologies | Developed Technology Rights | ||||||||
Business combination | 26,300 | |||||||
Applied Cryo Technologies | Customer Relationships | ||||||||
Business combination | 26,600 | |||||||
Applied Cryo Technologies | Trade Names | ||||||||
Business combination | 13,700 | |||||||
Applied Cryo Technologies | Noncompete Agreements | ||||||||
Business combination | $ 3,900 | |||||||
Frames Holding B.V. | ||||||||
Percentage of outstanding shares | 100% | 100% | ||||||
Earn-out payments | 29,100 | € 30 | ||||||
Business combination | $ 50,478 | |||||||
Number of contingent earn-out payments | item | 4 | |||||||
Contingent consideration, number of installments | installment | 2 | |||||||
Achievement of shipment, first target | MW | 100 | |||||||
Achievement of shipment, remaining target | MW | 50 | |||||||
Achievement of shipment, threshold target | MW | 150 | |||||||
Change in fair value of contingent consideration | 3,400 | |||||||
Amount of foreign currency translation | 1,700 | |||||||
Increase in goodwill | 6,600 | |||||||
Fair value of contingent consideration | 31,000 | |||||||
Change in fair value | 3,400 | |||||||
Deferred tax liability | $ 10,644 | 10,600 | ||||||
Revenue | 75,700 | $ 3,800 | ||||||
Frames Holding B.V. | Pro Forma | ||||||||
Revenue | 570,502 | |||||||
Net loss attributable to the Company | (456,510) | |||||||
Frames Holding B.V. | Developed Technology Rights | ||||||||
Fair value of acquisition | 5,300 | |||||||
Frames Holding B.V. | Customer Relationships | ||||||||
Fair value of acquisition | 27,200 | |||||||
Frames Holding B.V. | Trade Names | ||||||||
Fair value of acquisition | 11,600 | |||||||
Frames Holding B.V. | Noncompete Agreements | ||||||||
Fair value of acquisition | 4,900 | |||||||
Frames Holding B.V. | Backlog | ||||||||
Fair value of acquisition | $ 1,400 | |||||||
Giner ELX, Inc | ||||||||
Earn-out payments | 14,500 | |||||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | ||||||||
Business combination | $ 13,430 | |||||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Customer Relationships | ||||||||
Business combination | $ 7,100 | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | |||||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Trade Names | ||||||||
Business combination | $ 6,200 | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | |||||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Noncompete Agreements | ||||||||
Business combination | $ 200 | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 5 years | |||||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Cyrogenic Industrial Solutions, LLC, Alloy Custom Products, LLC and WesMor Cryogenics, LLC [Member] | ||||||||
Number of subsidiaries | subsidiary | 2 | |||||||
Revenue | $ 3,700 |
Investments - Available-for-sal
Investments - Available-for-sale securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale | ||
Amortized Cost | $ 1,355,614 | $ 1,242,933 |
Gross Unrealized Gains | 118 | 20 |
Gross Unrealized Losses | (22,789) | (2,688) |
Fair Value | 1,332,943 | 1,240,265 |
Corporate bonds | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 200,735 | 228,614 |
Gross Unrealized Gains | 7 | |
Gross Unrealized Losses | (7,109) | (2,232) |
Fair Value | 193,633 | 226,382 |
U.S. Treasuries | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 1,154,879 | 1,014,319 |
Gross Unrealized Gains | 111 | 20 |
Gross Unrealized Losses | (15,680) | (456) |
Fair Value | $ 1,139,310 | $ 1,013,883 |
Investments - Available-for-s_2
Investments - Available-for-sale securities, Unrealized Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Fair Value of Investments with Unrealized Losses, Less than 12 months | $ 530,680 | |
Gross Unrealized Losses, Less than 12 months | (2,155) | |
Fair Value of Investments with Unrealized Losses,12 months or greater | 509,447 | $ 0 |
Gross Unrealized Losses, 12 months or greater | (20,634) | |
Fair Value of Investments with Unrealized Losses | 1,040,127 | $ 969,000 |
Gross Unrealized Losses | (22,789) | |
Corporate bonds | ||
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Fair Value of Investments with Unrealized Losses, Less than 12 months | 39,047 | |
Gross Unrealized Losses, Less than 12 months | (1,186) | |
Fair Value of Investments with Unrealized Losses,12 months or greater | 152,837 | |
Gross Unrealized Losses, 12 months or greater | (5,924) | |
Fair Value of Investments with Unrealized Losses | 191,884 | |
Gross Unrealized Losses | (7,110) | |
U.S. Treasuries | ||
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Fair Value of Investments with Unrealized Losses, Less than 12 months | 491,633 | |
Gross Unrealized Losses, Less than 12 months | (969) | |
Fair Value of Investments with Unrealized Losses,12 months or greater | 356,610 | |
Gross Unrealized Losses, 12 months or greater | (14,710) | |
Fair Value of Investments with Unrealized Losses | 848,243 | |
Gross Unrealized Losses | $ (15,679) |
Investments - Equity Securities
Investments - Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | $ 146,256 | $ 141,257 |
Gross Unrealized Gains | 7,312 | |
Gross Unrealized Losses | (11,420) | (574) |
Fair Value | 134,836 | 147,995 |
Fixed income mutual funds | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 70,257 | 70,247 |
Gross Unrealized Losses | (2,620) | (574) |
Fair Value | 67,637 | 69,673 |
Exchange traded mutual funds | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 75,999 | 71,010 |
Gross Unrealized Gains | 7,312 | |
Gross Unrealized Losses | (8,800) | |
Fair Value | $ 67,199 | $ 78,322 |
Investments - Contractual Matur
Investments - Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Less than 12 months | $ 1,045,120 | $ 670,584 |
12 months or greater | 310,494 | 572,349 |
Amortized Cost | 1,355,614 | 1,242,933 |
Fair Value | ||
Less than 12 months | 1,039,333 | 670,306 |
12 months or greater | 293,610 | 569,959 |
Fair Value | 1,332,943 | 1,240,265 |
Accrued interest income | $ 3,000 | $ 3,700 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | $ 22,443 | $ 7,071 |
HyVia SAS | ||
Schedule of Equity Method Investments [Line Items] | ||
Common Stock Ownership % | 50% | 50% |
Carrying Value | $ 11,281 | $ 6,545 |
AccionaPlug S.L. | ||
Schedule of Equity Method Investments [Line Items] | ||
Common Stock Ownership % | 50% | 50% |
Carrying Value | $ 2,225 | $ 526 |
SK Plug Hyverse Co. Ltd. | ||
Schedule of Equity Method Investments [Line Items] | ||
Common Stock Ownership % | 49% | |
Carrying Value | $ 8,937 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Transfers between Level 1, Level 2, and Level 3 | $ 0 |
AccionaPlug S.L. | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Payments to acquire equity method investments | 0.8 |
SK Plug Hyverse Co. Ltd. | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Payments to acquire equity method investments | 8.3 |
Hidrogenii | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Payments to acquire equity method investments | $ 25 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - Recurring basis - USD ($) $ in Thousands | Dec. 31, 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 | $ 212,577 | 115,241 |
Level 1 | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 1,139,310 | 1,013,883 |
Level 1 | Equity securities | ||
Fair Value | ||
Assets, Fair Value | 134,836 | 147,995 |
Level 1 | Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Fair Value | 70 | |
Level 2 | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 193,633 | 226,382 |
Level 3 | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 116,165 | 62,297 |
Carrying value | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 116,165 | 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 | 212,577 | 115,241 |
Carrying value | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 193,633 | 226,382 |
Carrying value | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 1,139,310 | 1,013,883 |
Carrying value | Equity securities | ||
Fair Value | ||
Assets, Fair Value | 134,836 | 147,995 |
Carrying value | Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Fair Value | 70 | |
Fair value | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 116,165 | 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 | 212,577 | 115,241 |
Fair value | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 193,633 | 226,382 |
Fair value | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 1,139,310 | 1,013,883 |
Fair value | Equity securities | ||
Fair Value | ||
Assets, Fair Value | $ 134,836 | 147,995 |
Fair value | Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Fair Value | $ 70 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and liabilities measured at fair value on recurring basis that have unobservable inputs (Details) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Giner ELX, Inc | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | $ 14,500,000 | |
Recurring basis | Level 3 | Frames, ACT And Joule | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | 100,100,000 | |
Recurring basis | Level 3 | Acquisition 2020 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | 16,100,000 | |
Recurring basis | Level 3 | Scenario based method | Credit spread | Business Combination, One | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | 15.73 | $ 12.31 |
Recurring basis | Level 3 | Scenario based method | Credit spread | Business Combination, One | Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | $ 15.74 | $ 12.57 |
Recurring basis | Level 3 | Scenario based method | Discount rate | Business Combination, One | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 19.85 | 12.45 |
Recurring basis | Level 3 | Scenario based method | Discount rate | Business Combination, One | Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 20.68 | 13.13 |
Recurring basis | Level 3 | Monte carlo simulation | Credit spread | Business Combination, Two | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 15.74 | 12.40 |
Recurring basis | Level 3 | Monte carlo simulation | Credit spread | Business Combination, Three | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 15.73 | |
Recurring basis | Level 3 | Monte carlo simulation | Discount rate | Business Combination, Two | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 20 | 12.46 |
Recurring basis | Level 3 | Monte carlo simulation | Discount rate | Business Combination, Two | Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 20.30 | 13.18 |
Recurring basis | Level 3 | Monte carlo simulation | Revenue volatility | Business Combination, Two | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent consideration | $ 45.29 | $ 48.60 |
Recurring basis | Level 3 | Monte carlo simulation | Revenue volatility | Business Combination, Three | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 23.1 | |
Recurring basis | Level 3 | Monte carlo simulation | Revenue volatility | Business Combination, Three | Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 35.7 | |
Recurring basis | Level 3 | Monte carlo simulation | Revenue volatility | Business Combination, Three | Weighted Average | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 35 | |
Recurring basis | Level 3 | Monte carlo simulation | Gross profit volatility | Business Combination, Three | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 23.2 | |
Recurring basis | Level 3 | Monte carlo simulation | Gross profit volatility | Business Combination, Three | Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration, measurement input | 106.7 | |
Recurring basis | Level 3 | 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 | 60 | |
Fair value | Recurring basis | Level 3 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration | $ 116,165,000 | 62,297,000 |
Fair value | Recurring basis | Level 3 | Scenario based method | Business Combination, One | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration | 85,269,000 | 49,927,000 |
Fair value | Recurring basis | Level 3 | Monte carlo simulation | Business Combination, Two | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration | 11,310,000 | $ 12,370,000 |
Fair value | Recurring basis | Level 3 | Monte carlo simulation | Business Combination, Three | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration | $ 19,586,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Instruments Reconciliation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
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 | $ 62,297 |
Payments | (2,667) |
Additions due to acquisitions | 41,732 |
Fair value adjustments | $ (16,468) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability |
Foreign currency translation adjustment | $ (1,665) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Other Comprehensive Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent |
Balance at the end of the period | $ 116,165 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss attributable to common stockholders | $ (724,008) | $ (459,965) | $ (596,181) |
Denominator: | |||
Weighted average number of common stock outstanding, basic | 579,716,708 | 558,182,177 | 354,790,106 |
Weighted average number of common stock outstanding, diluted | 579,716,708 | 558,182,177 | 354,790,106 |
Earnings Per Share - Dilutive P
Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Jan. 07, 2021 | Sep. 30, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2022 | Aug. 24, 2022 | Jun. 05, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Mar. 31, 2018 | Jul. 31, 2017 | Jul. 20, 2017 | Apr. 30, 2017 | Apr. 04, 2017 | |
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 161,820,136 | 147,846,729 | 163,169,490 | |||||||||||||||
3.75% Convertible Senior Notes | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Principal amount | $ 15,200 | $ 197,278 | $ 197,278 | $ 212,463 | $ 12,500 | $ 200,000 | ||||||||||||
Conversion of notes through common stock issuance | 3,016,036 | 0 | 3,000,000 | |||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||||
7.5% Convertible Senior Note | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Principal amount | $ 40,000 | |||||||||||||||||
Conversion of notes through common stock issuance | 16,000,000 | |||||||||||||||||
Interest rate (as a percent) | 7.50% | 7.50% | 7.50% | |||||||||||||||
5.5% Convertible Senior Notes | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Principal amount | $ 160 | $ 33,500 | $ 33,500 | $ 100,000 | ||||||||||||||
Conversion of notes through common stock issuance | 69,808 | 14,600,000 | ||||||||||||||||
Repurchase amount | $ 33,500 | $ 33,500 | $ 66,300 | |||||||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||||||||
2022 Amazon transaction agreement | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 | 16,000,000 | ||||||||||||||||
Warrants Exercised During the Period | 0 | |||||||||||||||||
Warrants issued with the Amazon, Inc transaction agreement | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | 55,286,696 | ||||||||||||||||
Number of warrants exercised (in shares) | 24,704,450 | 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 | 55,286,696 | ||||||||||||||||
Number of warrants exercised (in shares) | 13,094,217 | 13,094,217 | ||||||||||||||||
Stock options outstanding | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 27,598,269 | 23,806,909 | 10,284,498 | |||||||||||||||
Options granted | 4,761,724 | 16,502,335 | 3,509,549 | |||||||||||||||
Restricted stock outstanding | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 6,276,376 | 4,851,873 | 5,874,642 | |||||||||||||||
Options granted | 4,289,682 | 1,894,356 | 3,227,149 | |||||||||||||||
Common stock warrants | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 88,774,725 | 80,017,181 | 104,753,740 | |||||||||||||||
Convertible senior notes | ||||||||||||||||||
Earnings Per Share | ||||||||||||||||||
Number of dilutive potential common stock | 39,170,766 | 39,170,766 | 42,256,610 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory | ||
Raw materials and supplies - production locations | $ 450,432 | $ 187,449 |
Raw materials and supplies - customer locations | 18,860 | 16,294 |
Work-in-process | 112,231 | 58,341 |
Finished goods | 64,113 | 7,079 |
Inventory | 645,636 | 269,163 |
Reserve for excess and obsolete inventory | $ 5,400 | $ 3,500 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Property, plant and equipment | |||
Property, plant, and equipment | $ 767,909 | $ 284,747 | |
Less: accumulated depreciation | (48,116) | (29,124) | |
Property, plant, and equipment, net | 719,793 | 255,623 | |
Capitalized interest | 13,100 | 5,500 | |
Depreciation expense | $ 19,000 | 6,900 | $ 4,800 |
Number of hydrogen production plant | 5 | ||
Land | |||
Property, plant and equipment | |||
Property, plant, and equipment | $ 1,772 | 1,165 | |
Construction in progress | |||
Property, plant and equipment | |||
Property, plant, and equipment | 575,141 | 169,415 | |
Software, machinery and equipment | |||
Property, plant and equipment | |||
Property, plant, and equipment | 169,633 | 112,068 | |
Leasehold Improvements | |||
Property, plant and equipment | |||
Property, plant, and equipment | $ 21,363 | $ 2,099 |
Equipment Related to Power Pu_3
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net - Components (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net | ||
Equipment related to power purchase agreements and fuel delivered to customers | $ 109,683 | $ 89,641 |
Less: accumulated depreciation | (20,390) | (16,739) |
Equipment related to power purchase agreements and fuel delivered to customers, net | $ 89,293 | $ 72,902 |
Equipment Related to Power Pu_4
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | |||
Depreciation expense | $ 6.9 | $ 7.4 | $ 7.9 |
Impairment charge related to the tanks | $ 1.5 | 10.2 | |
Cost Of Revenue, Fuel Delivered To Customers | |||
Lessor, Lease, Description [Line Items] | |||
Termination costs | $ 17 | ||
Minimum | |||
Lessor, Lease, Description [Line Items] | |||
Lease term | 1 year | ||
Maximum | |||
Lessor, Lease, Description [Line Items] | |||
Lease term | 10 years |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Gross Carrying Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | |||
Gross Carrying Amount | $ 235,742 | $ 165,027 | |
Accumulated Amortization | (28,017) | (6,819) | |
Total | 207,725 | 158,208 | |
Increase in goodwill | 26,100 | ||
Goodwill impairments | $ 0 | 0 | $ 0 |
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 | $ 104,221 | $ 45,530 | |
Accumulated Amortization | (12,754) | (5,392) | |
Total | $ 91,467 | $ 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 | (2,417) | ||
Total | $ 26,583 | ||
Customer relationships, Non-compete agreements, Backlog & Trademark | |||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | |||
Weighted average amortization period | 13 years | 12 years | |
Gross Carrying Amount | $ 102,521 | $ 90,497 | |
Accumulated Amortization | (12,846) | (1,427) | |
Total | $ 89,675 | $ 89,070 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets and Goodwill | |||
Amortization of Intangible Assets | $ 21,195 | $ 2,469 | $ 1,135 |
Estimated amortization expense | |||
2023 | 19,033 | ||
2024 | 18,973 | ||
2025 | 18,204 | ||
2026 | 16,635 | ||
2027 | 16,628 | ||
2028 and thereafter | 118,252 | ||
Total | $ 207,725 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 220,436 |
Acquisitions | 26,087 |
Measurement period adjustments | 5,868 |
Foreign currency translation adjustment | (3,784) |
Goodwill, Ending Balance | $ 248,607 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Accrued payroll and compensation related costs | $ 18,231 | $ 22,005 |
Accrual for capital expenditures | 53,089 | 6,735 |
Accrued accounts payable | 53,899 | 36,701 |
Accrued sales and other taxes | 15,112 | 10,632 |
Accrued interest | 421 | 429 |
Accrued other | 15,678 | 2,735 |
Total | $ 156,430 | $ 79,237 |
Operating and Finance Lease L_3
Operating and Finance Lease Liabilities - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description | |||
Rental expense for all operating lease | $ 67.6 | $ 38.6 | $ 22.3 |
Right of use assets, finance lease | 53.7 | 32.5 | |
Amortization of right-of-use asset from finance lease | 4.7 | 1.5 | |
Prepaid rent and security deposit | 5.8 | 3.5 | |
Finance lease, right-of-use asset, amortization and interest expense | $ 6.2 | $ 2.1 | |
Minimum | |||
Lessee, Lease, Description | |||
Lease Term - as Lessee | 1 year | ||
Maximum | |||
Lessee, Lease, Description | |||
Lease Term - as Lessee | 9 years |
Operating and Finance Lease L_4
Operating and Finance Lease Liabilities - Future minimum lease payments under operating and finance leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Future minimum lease payments under operating lease | |
2023 | $ 82,019 |
2024 | 81,157 |
2025 | 76,444 |
2026 | 67,951 |
2027 | 53,741 |
2028 and thereafter | 96,147 |
Total future minimum lease payments | 457,459 |
Less imputed interest | (137,094) |
Total operating lease, liabilities | 320,365 |
Future minimum lease payments under finance leases | |
2023 | 10,901 |
2024 | 10,851 |
2025 | 13,763 |
2026 | 10,904 |
2027 | 6,947 |
Total future minimum lease payments | 53,366 |
Less imputed interest | (7,230) |
Total finance lease liabilities | 46,137 |
Future minimum lease payments under operating and finance leases | |
2023 | 92,920 |
2024 | 92,008 |
2025 | 90,207 |
2026 | 78,855 |
2027 | 60,688 |
2028 and thereafter | 96,147 |
Total future minimum payments | 510,824 |
Less imputed interest | (144,324) |
Total | $ 366,500 |
Operating and Finance Lease L_5
Operating and Finance Lease Liabilities - Other information related to the operating leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other information of operating leases | ||
Cash payments | $ 63,214 | $ 37,463 |
Weighted average remaining lease term (in years) | 6 years 6 months 7 days | 5 years 7 months 6 days |
Weighted average discount rate (as a percent) | 11.20% | 10.90% |
Operating and Finance Lease L_6
Operating and Finance Lease Liabilities - Other information related to the finance leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other information | ||
Cash payments | $ 9,033 | $ 3,648 |
Weighted average remaining lease term (years) | 3 years 11 months 1 day | 4 years 6 months 21 days |
Weighted average discount rate | 6.70% | 6.70% |
Finance Obligation - Narrative
Finance Obligation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Sale Leaseback Transaction [Line Items] | ||
Total finance lease liabilities | $ 46,137 | |
Short term finance lease obligation | 8,149 | $ 4,718 |
Long term finance lease obligation | 37,988 | 24,611 |
Finance obligation under sale-leaseback transaction | 329,240 | |
Current portion of finance obligation in sale-leaseback transaction | 58,925 | 42,040 |
Noncurrent portion of finance obligation in sale-leaseback transaction | 270,315 | 211,644 |
Sale of Future revenue - debt | ||
Sale Leaseback Transaction [Line Items] | ||
Finance obligation under sale-leaseback transaction | 312,074 | 236,600 |
Current portion of finance obligation in sale-leaseback transaction | 55,400 | 37,500 |
Noncurrent portion of finance obligation in sale-leaseback transaction | 256,600 | 199,100 |
Interest on lease liabilities, finance lease | 29,700 | 21,000 |
Sale/leaseback financings | ||
Sale Leaseback Transaction [Line Items] | ||
Finance obligation under sale-leaseback transaction | 17,166 | 17,000 |
Current portion of finance obligation in sale-leaseback transaction | 3,500 | 4,500 |
Noncurrent portion of finance obligation in sale-leaseback transaction | $ 13,700 | $ 12,500 |
Finance Obligation - Future min
Finance Obligation - Future minimum payments under finance obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Future minimum payments under finance obligations | ||
2023 | $ 92,629 | |
2024 | 98,384 | |
2025 | 84,223 | |
2026 | 67,500 | |
2027 | 50,929 | |
2028 and thereafter | 35,979 | |
Total future minimum payments | 429,644 | |
Less imputed interest | (100,404) | |
Total | 329,240 | |
Sale of Future revenue - debt | ||
Future minimum payments under finance obligations | ||
2023 | 88,161 | |
2024 | 88,161 | |
2025 | 82,904 | |
2026 | 66,181 | |
2027 | 49,610 | |
2028 and thereafter | 34,634 | |
Total future minimum payments | 409,651 | |
Less imputed interest | (97,577) | |
Total | 312,074 | $ 236,600 |
Sale/leaseback financings | ||
Future minimum payments under finance obligations | ||
2023 | 4,468 | |
2024 | 10,223 | |
2025 | 1,319 | |
2026 | 1,319 | |
2027 | 1,319 | |
2028 and thereafter | 1,345 | |
Total future minimum payments | 19,993 | |
Less imputed interest | (2,827) | |
Total | $ 17,166 | $ 17,000 |
Finance Obligation - Other info
Finance Obligation - Other information (Details) - Finance obligation - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Sale Leaseback Transaction [Line Items] | ||
Cash payments (in thousands) | $ 72,377 | $ 57,016 |
Weighted average remaining term (years) | 4 years 10 months 2 days | 5 years 10 days |
Weighted average discount rate | 11.10% | 10.80% |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | Mar. 31, 2019 | |
Long-Term Debt | ||||
Loss on extinguishment of debt | $ (986) | $ 17,686 | ||
Outstanding balance | $ 9,000 | 9,000 | ||
Carrying amount of debt | 11,400 | 11,400 | ||
Unamortized debt discount | $ 2,400 | $ 2,400 | ||
Minimum | ||||
Long-Term Debt | ||||
Effective interest rate (as a percent) | 2.20% | 2.20% | ||
Maximum | ||||
Long-Term Debt | ||||
Effective interest rate (as a percent) | 8.30% | 8.30% | ||
Secured term loan facility | Loan and security agreement | ||||
Long-Term Debt | ||||
Secured term loan amount | $ 100,000 | |||
Loss on extinguishment of debt | $ (1,000) |
Long-Term Debt - Principal Bala
Long-Term Debt - Principal Balance Due (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Principal payments of long term debt | |
Total | $ 11.4 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narratives (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Jan. 07, 2021 USD ($) shares | Jun. 05, 2020 | May 18, 2020 USD ($) D $ / shares shares | Nov. 30, 2020 $ / shares shares | Aug. 31, 2020 $ / shares shares | May 31, 2020 USD ($) | Sep. 30, 2019 USD ($) shares | Feb. 28, 2021 shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 30, 2022 $ / shares | May 29, 2020 USD ($) | Mar. 31, 2018 USD ($) | |
Convertible Senior Notes | ||||||||||||||||
Net proceeds | $ 122,886 | $ 108,925 | $ 65,259 | |||||||||||||
Aggregate consideration | 90,238 | |||||||||||||||
Conversion of convertible senior notes to common stock | 15,345 | 62,553 | ||||||||||||||
Long-term borrowings | 9,000 | |||||||||||||||
Convertible senior notes | 193,900 | |||||||||||||||
Convertible senior note | 1,179 | |||||||||||||||
Proceeds from issuance of convertible senior notes, net | 205,098 | |||||||||||||||
Carrying amount of the liability component | 11,400 | |||||||||||||||
Gain/(loss) on extinguishment of debt | $ (986) | $ 17,686 | ||||||||||||||
Closing stock price on grant date | $ / shares | $ 22.25 | $ 10.25 | ||||||||||||||
Common stock shares issued | shares | 43,700,000 | 35,276,250 | 32,200,000 | |||||||||||||
Minimum | ||||||||||||||||
Convertible Senior Notes | ||||||||||||||||
Effective interest rate (as a percent) | 2.20% | |||||||||||||||
Maximum | ||||||||||||||||
Convertible Senior Notes | ||||||||||||||||
Effective interest rate (as a percent) | 8.30% | |||||||||||||||
3.75% Convertible Senior Notes | ||||||||||||||||
Convertible Senior Notes | ||||||||||||||||
Principal amount | $ 200,000 | $ 212,463 | $ 15,200 | $ 197,278 | $ 197,278 | $ 12,500 | ||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||
Net proceeds | $ 189,219 | |||||||||||||||
Conversion of notes through common stock issuance | shares | 3,016,036 | 0 | 3,000,000 | |||||||||||||
Conversion of convertible senior notes to common stock | $ 15,200 | |||||||||||||||
Maturity principal amount | $ 1 | |||||||||||||||
Conversion rates for the notes (in shares) | 198.6196 | |||||||||||||||
Conversion price, per share | $ / shares | $ 5.03 | |||||||||||||||
Trading days | D | 20 | |||||||||||||||
Consecutive trading days | D | 30 | |||||||||||||||
Conversion price (as a percent) | 130% | |||||||||||||||
Number of business days | 5 days | |||||||||||||||
Number of consecutive trading days | 5 days | |||||||||||||||
Principal amount (as a percent) | 98% | |||||||||||||||
Percentage of principal amount to be redeemed | 100% | |||||||||||||||
Effective interest rate (as a percent) | 4.50% | 4.50% | ||||||||||||||
Transaction costs for issuance | $ 7,000 | |||||||||||||||
Initial purchasers' discount | 6,400 | 6,374 | ||||||||||||||
Other issuance costs | $ 600 | $ 617 | ||||||||||||||
Closing stock price on grant date | $ / shares | $ 12.37 | |||||||||||||||
Fair value of convertible senior notes | $ 493,000 | |||||||||||||||
3.75% Convertible Senior Notes | Minimum | ||||||||||||||||
Convertible Senior Notes | ||||||||||||||||
Redemption notice days | 1 day | |||||||||||||||
3.75% Convertible Senior Notes | Maximum | ||||||||||||||||
Convertible Senior Notes | ||||||||||||||||
Redemption notice days | 3 days | |||||||||||||||
7.5% Convertible Senior Note | ||||||||||||||||
Convertible Senior Notes | ||||||||||||||||
Principal amount | $ 40,000 | |||||||||||||||
Interest rate (as a percent) | 7.50% | 7.50% | 7.50% | |||||||||||||
Conversion of notes through common stock issuance | shares | 16,000,000 | |||||||||||||||
5.5% Convertible Senior Notes | ||||||||||||||||
Convertible Senior Notes | ||||||||||||||||
Principal amount | $ 160 | $ 33,500 | $ 33,500 | $ 100,000 | ||||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||||||
Repurchase of convertible senior notes | shares | 9,400,000 | |||||||||||||||
Aggregate repurchase of debt | $ 128,900 | |||||||||||||||
Aggregate consideration | 90,200 | |||||||||||||||
Conversion of notes through common stock issuance | shares | 69,808 | 14,600,000 | ||||||||||||||
Maturity principal amount | 66,300 | |||||||||||||||
Gain on early debt extinguishment | $ 13,200 | |||||||||||||||
Percentage of principal amount to be redeemed | 100% | |||||||||||||||
Gain/(loss) on extinguishment of debt | $ 4,500 |
Convertible Senior Notes - Conv
Convertible Senior Notes - Conversion (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
May 18, 2020 | May 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | May 29, 2020 | |
Convertible Senior Notes | |||||||
Conversion of convertible senior notes to common stock | $ 15,345 | $ 62,553 | |||||
Net proceeds | $ 122,886 | 108,925 | $ 65,259 | ||||
3.75% Convertible Senior Notes | |||||||
Convertible Senior Notes | |||||||
Principal amount | $ 200,000 | $ 212,463 | $ 197,278 | $ 197,278 | $ 15,200 | $ 12,500 | |
Less initial purchasers' discount | (6,400) | (6,374) | |||||
Less cost of related capped calls | (16,253) | ||||||
Less other issuance costs | $ (600) | $ (617) | |||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% |
Net proceeds | $ 189,219 |
Convertible Senior Notes - Comp
Convertible Senior Notes - Components (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 |
Convertible Senior Notes | |||||||
Unamortized debt discount | $ (2,400) | ||||||
Net carrying amount | 193,919 | $ 192,633 | |||||
3.75% Convertible Senior Notes | |||||||
Convertible Senior Notes | |||||||
Principal amount | 197,278 | 197,278 | $ 15,200 | $ 212,463 | $ 12,500 | $ 200,000 | |
Unamortized debt issuance costs | (3,359) | (4,645) | |||||
Net carrying amount | $ 193,919 | $ 192,633 | |||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% |
Convertible Senior Notes - Expe
Convertible Senior Notes - Expenses and Interest (Details) - 3.75% Convertible Senior Notes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 7,398 | $ 7,446 |
Amortization of debt issuance costs | 1,286 | 1,670 |
Total | $ 8,684 | $ 9,116 |
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 | 2 Months Ended | 12 Months Ended | |||||||||||
Jun. 05, 2020 | May 18, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | May 31, 2020 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2022 | Mar. 31, 2021 | Jan. 07, 2021 | Dec. 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 | 32,200,000 | |||||||||||
Common Stock Forward | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Net cost incurred | $ 27,500 | |||||||||||||
Number of shares settled | 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% | |||||||
Principal amount | $ 200,000 | $ 212,463 | $ 197,278 | $ 197,278 | $ 15,200 | $ 12,500 | ||||||||
Closing stock price on grant date | $ 12.37 | |||||||||||||
Convertible senior notes | $ 493,000 | |||||||||||||
Percentage of principal amount to be redeemed | 100% | |||||||||||||
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% | 5.50% | 5.50% | |||||||
Principal amount | $ 160 | $ 33,500 | $ 100,000 | |||||||||||
Percentage of principal amount to be redeemed | 100% | |||||||||||||
5.5% Convertible Senior Notes | Capped Call | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Capped call options amount | $ 16,000 | |||||||||||||
Recorded in additional paid-in capital | $ 24,200 | |||||||||||||
Percentage of principal amount to be redeemed | 100% | |||||||||||||
5.5% Convertible Senior Notes | Common Stock Forward | ||||||||||||||
Capped Call and Common Stock Forward | ||||||||||||||
Common stock shares issued | 14,397,906 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock and Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2021 USD ($) $ / shares shares | Jan. 31, 2021 USD ($) $ / shares shares | Nov. 30, 2020 USD ($) $ / shares shares | Aug. 31, 2020 USD ($) $ / shares shares | Feb. 28, 2021 $ / shares shares | Dec. 31, 2022 item $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2017 shares | Aug. 31, 2022 shares | Aug. 24, 2022 shares | |
Stockholders' equity | |||||||||||
Preferred stock, Shares authorized | 5,000,000 | ||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | ||||||||||
Net proceeds from shares of common stock sold | $ | $ 927,300 | $ 344,400 | $ 3,587,833 | $ 1,271,714 | |||||||
Common Stock Shares, Outstanding | 590,345,658 | 577,654,900 | |||||||||
Number of votes per share | item | 1 | ||||||||||
Common stock shares issued | 43,700,000 | 35,276,250 | 32,200,000 | ||||||||
Share price (in dollars per share) | $ / shares | $ 22.25 | $ 10.25 | |||||||||
Series A Junior Participating Cumulative Preferred Stock | |||||||||||
Stockholders' equity | |||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | ||||||||||
Common Stock Shares, Outstanding | 0 | 0 | |||||||||
SK Holdings Co LTD | |||||||||||
Stockholders' equity | |||||||||||
Net proceeds from shares of common stock sold | $ | $ 1,600,000 | ||||||||||
Common stock shares issued | 54,996,188 | ||||||||||
Per share price of shares of common stock | $ / shares | $ 29.2893 | $ 29.2893 | |||||||||
Public Offerings | |||||||||||
Stockholders' equity | |||||||||||
Net proceeds from shares of common stock sold | $ | $ 2,000,000 | $ 2,000,000 | |||||||||
Common stock shares issued | 32,200,000 | 32,200,000 | |||||||||
Share price (in dollars per share) | $ / shares | $ 65 | $ 65 | $ 65 | ||||||||
2022 Amazon transaction agreement | |||||||||||
Stockholders' equity | |||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 | 16,000,000 | |||||||||
Class of Warrant or Right Issued | 1,000,000 | ||||||||||
Maximum | Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017 | |||||||||||
Stockholders' equity | |||||||||||
Class of Warrant or Right Issued | 110,573,392 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated other comprehensive income | ||
Balance | $ 4,605,696 | $ 1,466,919 |
Balance | 4,060,214 | 4,605,696 |
AOCI attributable to parent | ||
Accumulated other comprehensive income | ||
Balance | (1,532) | 2,451 |
Net current-period other comprehensive loss | (24,472) | (3,983) |
Balance | (26,004) | (1,532) |
Gains and Losses on Available-For-Sale Securities | ||
Accumulated other comprehensive income | ||
Balance | (150) | |
Amounts reclassified from accumulated other comprehensive loss | (599) | (150) |
Balance | (749) | (150) |
Unrealized Gains and Losses on Available-For-Sale Securities | ||
Accumulated other comprehensive income | ||
Balance | (67) | 2,451 |
Amounts reclassified from accumulated other comprehensive loss | 599 | 150 |
Net current-period other comprehensive loss | (20,004) | (2,668) |
Balance | (19,472) | (67) |
Foreign Currency Items | ||
Accumulated other comprehensive income | ||
Balance | (1,315) | |
Net current-period other comprehensive loss | (4,468) | (1,315) |
Balance | $ (5,783) | $ (1,315) |
Warrant Transaction Agreement_2
Warrant Transaction Agreements - Amazon.com, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||
Dec. 31, 2022 USD ($) $ / shares shares | Aug. 24, 2022 USD ($) $ / shares D shares | Dec. 31, 2020 USD ($) $ / shares shares | Nov. 02, 2020 USD ($) $ / shares installment shares | Jan. 01, 2019 USD ($) installment shares | Jul. 20, 2017 | Apr. 04, 2017 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) | Aug. 31, 2022 shares | Apr. 30, 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 | ||||||||||
Reduction in revenue | $ | $ 399,700 | ||||||||||||
Exercise price calculation | The exercise price of the third tranche of Walmart Warrant Shares will be an amount per share equal to 90% of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares, provided that, with limited exceptions, the exercise price for the third tranche will not be lower than $1.1893 | ||||||||||||
Selling, general and administrative | $ | $ 363,929 | $ 179,852 | 79,348 | ||||||||||
Provision for Loss Contracts Related to Service | $ | (8,645) | 63,124 | $ 33,125 | ||||||||||
Risk free interest rate | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants and rights outstanding measurement input | 58 | 58 | 58 | ||||||||||
Volatility | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants and rights outstanding measurement input | 7,500 | 7,500 | 7,500 | ||||||||||
Expected average term | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Expected average term | 6 years 5 months 1 day | 6 years 3 months 3 days | |||||||||||
Exercise price | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants and rights outstanding measurement input | $ / shares | 13.81 | 13.81 | 13.81 | ||||||||||
Stock price | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants and rights outstanding measurement input | $ / shares | 33.91 | 15.47 | 33.91 | ||||||||||
Warrants issued with the Amazon, Inc transaction agreement | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 55,286,696 | 55,286,696 | |||||||||||
Reduction in revenue | $ | $ 399,700 | $ 400 | $ 500 | $ 420,000 | |||||||||
Number of warrants exercised (in shares) | shares | 24,704,450 | 17,461,994 | |||||||||||
Warrant shares vested (in shares) | shares | 55,286,696 | 55,286,696 | 55,286,696 | ||||||||||
Fair value of warrants per share | $ / shares | $ 10.57 | $ 26.95 | |||||||||||
Warrant percentage weighted average share price | 90% | ||||||||||||
Warrants issued with the Amazon, Inc transaction agreement | Amazon | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Number of warrants exercisable | shares | 17,461,994 | ||||||||||||
Number of warrants exercised (in shares) | shares | 24,704,450 | ||||||||||||
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 5,819,652 | ||||||||||||
Cash payments to be received under agreement | $ | $ 600,000 | ||||||||||||
Exercise price calculation | $1.1893 | ||||||||||||
Selling, general and administrative | $ | $ 6,700 | ||||||||||||
Tranche two of warrants issued with the Amazon.com, Inc. Transaction Agreement | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Cash payments to be received under agreement | $ | $ 50,000 | ||||||||||||
Reduction in revenue | $ | $ 497 | $ 9,000 | $ 4,100 | ||||||||||
Warrant shares vested (in shares) | shares | 29,098,260 | ||||||||||||
Number of installments | installment | 4 | ||||||||||||
Tranche two of warrants issued with the Amazon.com, Inc. Transaction Agreement | Maximum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Cash payments to be received under agreement | $ | $ 200,000 | ||||||||||||
Tranche three of warrants issued with the Amazon.com, Inc. Transaction Agreement | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Cash payments to be received under agreement | $ | $ 50,000 | ||||||||||||
Reduction in revenue | $ | $ 24,100 | ||||||||||||
Warrant shares vested (in shares) | shares | 20,368,784 | ||||||||||||
Number of installments | installment | 8 | ||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 13.81 | $ 13.81 | |||||||||||
Fair value of warrants per share | $ / shares | $ 10.57 | ||||||||||||
Tranche three of warrants issued with the Amazon.com, Inc. Transaction Agreement | Maximum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Cash payments to be received under agreement | $ | $ 400,000 | ||||||||||||
Warrant Issued With Amazon | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Cash payments to be received under agreement | $ | $ 2,100,000 | ||||||||||||
Reduction in revenue | $ | $ 399,700 | ||||||||||||
Warrant shares vested (in shares) | shares | 5,354,905 | 12,730,490 | 5,354,905 | ||||||||||
Warrant percentage weighted average share price | 90% | ||||||||||||
Provision for Loss Contracts Related to Service | $ | $ 12,800 | ||||||||||||
Warrant Issued With Amazon | Vesting of First Warrants Shares | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Number of warrants exercisable | shares | 9,000,000 | ||||||||||||
Warrant shares vested (in shares) | 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) | 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) | shares | 15,000,000 | ||||||||||||
Vesting period | 7 years | ||||||||||||
Warrant shares vested (in shares) | 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) | shares | 16,000,000 | 16,000,000 | |||||||||||
Reduction in revenue | $ | $ 5,200 | ||||||||||||
Warrant shares vested (in shares) | shares | 1,000,000 | 1,000,000 | |||||||||||
Class Of Warrant Or Right Exercisable on Vesting Threshold Trading Days | D | 30 | ||||||||||||
Warrant charge capitalized | $ | $ 20,400 | $ 20,400 | |||||||||||
2022 Amazon transaction agreement | Vest immediately upon issuance | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrant shares vested (in shares) | 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 | 0.0388 | 0.0388 | |||||||||||
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 | 11.13 | 11.13 | |||||||||||
2022 Amazon transaction agreement | Tranche 4 | Stock price | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants and rights outstanding measurement input | $ / shares | 12.37 | 12.37 |
Warrant Transaction Agreement_3
Warrant Transaction Agreements - Walmart Stores, Inc. Transaction Agreement (Details) $ in Millions | 12 Months Ended | |||||||
Nov. 02, 2020 $ / shares | Jan. 01, 2019 $ / shares | Jul. 20, 2017 USD ($) installment $ / shares shares | Apr. 04, 2017 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares | Jul. 31, 2017 shares | |
Warrant Transaction Agreements | ||||||||
Reduction in revenue | $ 399.7 | |||||||
Exercise price calculation | The exercise price of the third tranche of Walmart Warrant Shares will be an amount per share equal to 90% of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares, provided that, with limited exceptions, the exercise price for the third tranche will not be lower than $1.1893 | |||||||
Amortization | $ 0.5 | |||||||
Risk free interest rate | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | 58 | 58 | ||||||
Volatility | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | 7,500 | 7,500 | ||||||
Expected average term | ||||||||
Warrant Transaction Agreements | ||||||||
Expected average term | 6 years 5 months 1 day | 6 years 3 months 3 days | ||||||
Exercise price | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | $ / shares | 13.81 | 13.81 | ||||||
Stock price | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | $ / shares | 15.47 | 33.91 | ||||||
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) | shares | 55,286,696 | 55,286,696 | ||||||
Reduction in revenue | $ 7.1 | $ 6.1 | $ 5 | |||||
Cash payments to be received under agreement | $ 200 | |||||||
Warrant shares vested (in shares) | shares | 27,643,347 | 20,368,782 | ||||||
Number of warrants exercised (in shares) | shares | 13,094,217 | 13,094,217 | ||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Risk free interest rate | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | 263 | |||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Volatility | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | 9,500 | |||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Expected average term | ||||||||
Warrant Transaction Agreements | ||||||||
Expected average term | 8 years 6 months 18 days | |||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Exercise price | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | $ / shares | 2.12 | |||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Stock price | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | $ / shares | 1.24 | |||||||
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | ||||||||
Warrant Transaction Agreements | ||||||||
Reduction in revenue | $ 10.9 | |||||||
Warrant shares vested (in shares) | shares | 5,819,652 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.1231 | |||||||
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | Risk free interest rate | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | 392 | |||||||
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | Volatility | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | 7,500 | |||||||
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | Exercise price | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | $ / shares | 11.13 | |||||||
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | Stock price | ||||||||
Warrant Transaction Agreements | ||||||||
Warrants and rights outstanding measurement input | $ / shares | 12.37 | |||||||
Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement | ||||||||
Warrant Transaction Agreements | ||||||||
Cash payments to be received under agreement | $ 50 | |||||||
Warrant shares vested (in shares) | shares | 29,098,260 | |||||||
Number of installments | installment | 4 | |||||||
Number of shares per installment | shares | 7,274,565 | |||||||
Tranche three of warrants issued with the Walmart Stores, Inc. Transaction Agreement | ||||||||
Warrant Transaction Agreements | ||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 20,368,784 | |||||||
Cash payments to be received under agreement | $ 50 | |||||||
Number of installments | installment | 8 | |||||||
Number of shares per installment | shares | 2,546,098 | |||||||
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement | ||||||||
Warrant Transaction Agreements | ||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | shares | 5,819,652 | |||||||
Cash payments to be received under agreement | $ 600 | |||||||
Exercise price calculation | $1.1893 | |||||||
Walmart | Expected average term | ||||||||
Warrant Transaction Agreements | ||||||||
Expected average term | 3 years 6 months | |||||||
Walmart | Warrants issued with the Walmart Stores, Inc transaction agreement | ||||||||
Warrant Transaction Agreements | ||||||||
Number of warrants exercised (in shares) | shares | 13,094,217 | 13,094,217 | ||||||
Maximum | Warrants issued with the Walmart Stores, Inc transaction agreement | ||||||||
Warrant Transaction Agreements | ||||||||
Cash payments to be received under agreement | $ 600 | |||||||
Maximum | Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement | ||||||||
Warrant Transaction Agreements | ||||||||
Cash payments to be received under agreement | 200 | |||||||
Maximum | Tranche three of warrants issued with the Walmart Stores, Inc. Transaction Agreement | ||||||||
Warrant Transaction Agreements | ||||||||
Cash payments to be received under agreement | $ 400 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||
Net revenue | $ 701,440 | $ 502,342 | $ (93,237) |
Sales of fuel cell systems | |||
Revenue | |||
Net revenue | 207,691 | 225,229 | (55,091) |
Sale of hydrogen infrastructure | |||
Revenue | |||
Net revenue | 141,528 | 135,055 | (43,391) |
Sale of electrolyzers | |||
Revenue | |||
Net revenue | 28,463 | 16,667 | 4,187 |
Sales of engineered equipment | |||
Revenue | |||
Net revenue | 93,489 | 7,571 | |
Services performed on fuel cell systems and related infrastructure | |||
Revenue | |||
Net revenue | 35,280 | 26,706 | (9,801) |
Power purchase agreements | |||
Revenue | |||
Net revenue | 47,183 | 35,153 | 26,620 |
Fuel delivered to customers and related equipment | |||
Revenue | |||
Net revenue | 57,196 | 46,917 | (16,072) |
Sale of cryogenic equipment | |||
Revenue | |||
Net revenue | 87,761 | 8,255 | |
Other | |||
Revenue | |||
Net revenue | $ 2,849 | $ 789 | $ 311 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue | ||
Accounts receivable | $ 129,450 | $ 92,675 |
Contract assets | 104,287 | 38,757 |
Deferred revenue and contract liabilities | $ 229,898 | $ 183,090 |
Revenue - Changes in contract a
Revenue - Changes in contract assets and contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract assets | ||
Net change in contract assets | $ (39,515) | $ (10,608) |
Contract liabilities | ||
Increases due to cash received, net of amounts recognized as revenue during the period | 200,347 | 182,052 |
Contract liabilities assumed as part of acquisition | 10,011 | 35,727 |
Revenue recognized that was included in the contract liability balance as of the beginning of the period | (163,550) | (110,974) |
Net change in deferred revenue and contract liabilities | 46,808 | 106,805 |
Sales of fuel cell systems | ||
Contract assets | ||
Transferred to receivables from contract assets recognized at the beginning of the period | (33,394) | (14,638) |
Contract assets assumed as part of acquisition | 9,960 | |
Contract assets related to warrants | 26,455 | |
Revenue recognized and not billed as of the end of the period | 72,469 | 25,246 |
Net change in contract assets | 65,530 | $ 20,568 |
Contract liabilities | ||
Contract assets related to warrants | $ 26,455 |
Revenue - Estimated future reve
Revenue - Estimated future revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Revenue | |
Total estimated future revenue | $ 1,181,706 |
Sales of fuel cell systems | |
Revenue | |
Total estimated future revenue | 38,234 |
Sale of hydrogen installations and other infrastructure | |
Revenue | |
Total estimated future revenue | 31,876 |
Sale of electrolyzers | |
Revenue | |
Total estimated future revenue | 303,038 |
Sales of engineered equipment | |
Revenue | |
Total estimated future revenue | 18,500 |
Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Total estimated future revenue | 126,814 |
Power purchase agreements | |
Revenue | |
Total estimated future revenue | 375,802 |
Fuel delivered to customers and related equipment | |
Revenue | |
Total estimated future revenue | 93,798 |
Sale of cryogenic equipment | |
Revenue | |
Total estimated future revenue | $ 193,644 |
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) | 10 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 |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumptions For Estimating Fair Value (Details) | 12 Months Ended | |||||||
Dec. 31, 2022 USD ($) item $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) shares | Jun. 30, 2022 shares | Jul. 31, 2021 shares | Nov. 30, 2020 $ / shares | Aug. 31, 2020 $ / shares | May 12, 2011 shares | |
Employee Benefit Plans | ||||||||
Compensation cost | $ 169,755,000 | $ 72,391,000 | $ 14,392,000 | |||||
Assumptions for estimating fair value | ||||||||
Closing stock price on grant date | $ / shares | $ 22.25 | $ 10.25 | ||||||
Service Stock Options Awards | ||||||||
Employee Benefit Plans | ||||||||
Expiration period | 10 years | |||||||
Compensation cost | $ 27,500,000 | $ 17,400,000 | $ 41,500,000 | |||||
Assumptions for estimating fair value | ||||||||
Expected term of options (years) | 5 years | 6 years | ||||||
Risk Free interest rate, minimum (as a percent) | 1.26% | 0.61% | 0.37% | |||||
Risk Free interest rate, maximum (as a percent) | 4.34% | 1.23% | 1.37% | |||||
Volatility, minimum (as a percent) | 73.38% | 72.46% | 64.19% | |||||
Volatility, maximum (as a percent) | 85.97% | 76.60% | 68.18% | |||||
Dividend Yield | 0% | |||||||
Service Stock Options Awards | Minimum | ||||||||
Employee Benefit Plans | ||||||||
Vesting period | 1 year | |||||||
Assumptions for estimating fair value | ||||||||
Expected term of options (years) | 5 years | 3 years | ||||||
Service Stock Options Awards | Maximum | ||||||||
Employee Benefit Plans | ||||||||
Vesting period | 3 years | |||||||
Assumptions for estimating fair value | ||||||||
Expected term of options (years) | 5 years | |||||||
Performance Stock Option Awards | ||||||||
Employee Benefit Plans | ||||||||
Options exercisable (as a percent) | 200% | |||||||
Compensation cost | $ 95,700,000 | $ 27,800,000 | ||||||
Threshold number of specified trading days | 30 days | |||||||
Vesting period | 7 years | |||||||
Assumptions for estimating fair value | ||||||||
Remaining performance period | 3 years | 3 years | ||||||
Risk free rate (as a percent): | 3.10% | 1.12% | ||||||
Volatility (as a percent): | 75% | 70% | ||||||
Closing stock price on grant date | $ / shares | $ 26.38 | $ 26.92 | ||||||
Performance Stock Option Awards | Minimum | ||||||||
Employee Benefit Plans | ||||||||
Volume weighted average price | $ / shares | $ 35 | |||||||
Required service periods | 2 years | |||||||
Assumptions for estimating fair value | ||||||||
Expected term of options (years) | 0 years | |||||||
Performance Stock Option Awards | Maximum | ||||||||
Employee Benefit Plans | ||||||||
Volume weighted average price | $ / shares | $ 100 | |||||||
Required service periods | 3 years | |||||||
Assumptions for estimating fair value | ||||||||
Expected term of options (years) | 3 years | |||||||
Employees | Service Stock Options Awards | ||||||||
Employee Benefit Plans | ||||||||
Expiration period | 10 years | |||||||
Vesting period | 3 years | |||||||
Board of Directors | Service Stock Options Awards | ||||||||
Employee Benefit Plans | ||||||||
Vesting period | 1 year | |||||||
Chief Executive Officer | Performance Stock Option Awards | ||||||||
Employee Benefit Plans | ||||||||
Stock price hurdles | item | 2 | |||||||
Executive Officers Other Than Chief Executive Officer | Performance Stock Option Awards | ||||||||
Employee Benefit Plans | ||||||||
Stock price hurdles | item | 2 | |||||||
Amount of increments for exercise of stock options | $ 1 | |||||||
the 2011 Plan | Stock options outstanding | ||||||||
Employee Benefit Plans | ||||||||
Maximum number of common stock shares available for issuance | shares | 42,400,000 | 1,000,000 | ||||||
Number of options available for issuance (in shares) | shares | 473,491 | |||||||
2021 Stock Option Incentive Plan | Stock options outstanding | ||||||||
Employee Benefit Plans | ||||||||
Maximum number of common stock shares available for issuance | shares | 40,030,000 | 22,500,000 | ||||||
Cost of sales | ||||||||
Employee Benefit Plans | ||||||||
Compensation cost | 7,259,000 | $ 1,965,000 | $ 324,000 | |||||
Research and development | ||||||||
Employee Benefit Plans | ||||||||
Compensation cost | 6,369,000 | 5,983,000 | 1,624,000 | |||||
Selling, general and administrative | ||||||||
Employee Benefit Plans | ||||||||
Compensation cost | $ 156,127,000 | $ 64,443,000 | $ 12,444,000 |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Activity, Weighted Average Exercise Price (Details) | 12 Months Ended | |||
May 12, 2011 shares | Dec. 31, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Stock option activity additional disclosures | ||||
Options unvested, weighted-average remaining contractual term | 5 years 9 months 25 days | 6 years 8 months 12 days | ||
Options unvested, aggregate intrinsic value | $ | $ 18,336,000 | |||
Compensation cost | $ | $ 169,755,000 | $ 72,391,000 | $ 14,392,000 | |
Service Stock Options Awards | ||||
Shares | ||||
Options outstanding, beginning balance (in shares) | 9,786,909 | |||
Options exercisable, beginning balance (in shares) | 4,724,624 | |||
Options unvested, beginning balance (in shares) | 5,062,285 | |||
Granted (in shares) | 3,261,724 | 1,942,335 | 3,509,549 | |
Exercised (in shares) | (757,424) | |||
Forfeited (in shares) | (212,940) | |||
Options outstanding, end balance (in shares) | 12,078,269 | 9,786,909 | ||
Options exercisable, ending balance (in shares) | 6,661,969 | 4,724,624 | ||
Options unvested, ending balance (in shares) | 5,416,300 | 5,062,285 | ||
Weighted Average Exercise Price | ||||
Options outstanding, beginning balance, weighted-average exercise price | $ / shares | $ 11.65 | |||
Options exercisable, beginning balance, weighted-average exercise price | $ / shares | 4.37 | |||
Options unvested, beginning balance, weighted-average exercise price | $ / shares | 18.44 | |||
Granted, weighted-average exercise price | $ / shares | 20.25 | |||
Exercised, weighted-average exercise price | $ / shares | 2.96 | |||
Forfeited, weighted-average exercise price | $ / shares | 24.25 | |||
Options outstanding, ending balance, weighted-average exercise price | $ / shares | 14.34 | $ 11.65 | ||
Options exercisable, ending balance, weighted-average exercise price | $ / shares | 8.41 | 4.37 | ||
Options unvested, ending balance, weighted-average exercise price | $ / shares | $ 21.63 | $ 18.44 | ||
Stock option activity additional disclosures | ||||
Options outstanding, weighted-average remaining contractual term | 7 years 6 months 25 days | 7 years 8 months 12 days | ||
Options exercisable, weighted-average remaining contractual term | 6 years 4 months 24 days | 6 years 6 months | ||
Options unvested, weighted-average remaining contractual term | 9 years 3 days | 8 years 9 months 18 days | ||
Options outstanding, aggregate intrinsic value | $ | $ 42,835,000 | $ 172,412,000 | ||
Options exercisable, aggregate intrinsic value | $ | 42,182,000 | 112,715,000 | ||
Options unvested, aggregate intrinsic value | $ | $ 653,000 | $ 59,697,000 | ||
Weighted-average grant date fair value of options granted (per share) | $ / shares | $ 13.39 | $ 19.80 | $ 7.22 | |
Fair value of stock options that vested during the period | $ | $ 22,600,000 | $ 11,000,000 | $ 5,900,000 | |
Compensation cost | $ | 27,500,000 | 17,400,000 | 41,500,000 | |
Unrecognized compensation cost | $ | $ 59,800,000 | 46,200,000 | ||
Period for recognition | 2 years 1 month 9 days | |||
Intrinsic fair value of options exercised | $ | $ 15,100,000 | $ 115,500,000 | $ 145,000,000 | |
Performance Stock Option Awards | ||||
Shares | ||||
Options outstanding, beginning balance (in shares) | 14,020,000 | |||
Options unvested, beginning balance (in shares) | 14,020,000 | |||
Granted (in shares) | 1,500,000 | |||
Exercised (in shares) | 0 | 0 | ||
Options outstanding, end balance (in shares) | 15,520,000 | 14,020,000 | ||
Options exercisable, ending balance (in shares) | 1,391,000 | |||
Options unvested, ending balance (in shares) | 14,129,000 | 14,020,000 | ||
Weighted Average Exercise Price | ||||
Options outstanding, beginning balance, weighted-average exercise price | $ / shares | $ 26.92 | |||
Options unvested, beginning balance, weighted-average exercise price | $ / shares | 26.92 | |||
Granted, weighted-average exercise price | $ / shares | 26.38 | |||
Options outstanding, ending balance, weighted-average exercise price | $ / shares | 26.87 | $ 26.92 | ||
Options exercisable, ending balance, weighted-average exercise price | $ / shares | 26.92 | |||
Options unvested, ending balance, weighted-average exercise price | $ / shares | $ 26.86 | $ 26.92 | ||
Stock option activity additional disclosures | ||||
Options outstanding, weighted-average remaining contractual term | 5 years 9 months 21 days | 6 years 8 months 12 days | ||
Options granted, weighted-average remaining contractual term | 6 years 7 months 20 days | |||
Options exercisable, weighted-average remaining contractual term | 5 years 8 months 23 days | |||
Options outstanding, aggregate intrinsic value | $ | $ 18,336,000 | |||
Options unvested, aggregate intrinsic value | $ | $ 0 | |||
Weighted-average grant date fair value of options granted (per share) | $ / shares | $ 9.73 | $ 12.70 | ||
Option expected to vest (in shares) | 2,782,000 | |||
Unvested stock options expected to vest period for calculation of weighted- average exercise price | 5 years 8 months 23 days | |||
Compensation cost | $ | $ 95,700,000 | $ 27,800,000 | ||
Unrecognized compensation cost | $ | $ 70,400,000 | |||
Period for recognition | 1 year 10 months 17 days | |||
Performance Stock Option Awards | Executive Officers Other Than Chief Executive Officer | ||||
Stock option activity additional disclosures | ||||
Amount of increments for exercise of stock options | $ | $ 1 | |||
Stock price hurdles | item | 2 | |||
Performance Stock Option Awards | Chief Executive Officer | ||||
Stock option activity additional disclosures | ||||
Stock price hurdles | item | 2 | |||
the 2011 Plan | Stock options outstanding | ||||
Shares | ||||
Granted (in shares) | 0 |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans | |||
Compensation cost | $ 169,755 | $ 72,391 | $ 14,392 |
Restricted stock outstanding | |||
Employee Benefit Plans | |||
Compensation cost | 46,500 | 27,200 | 7,600 |
Unrecognized compensation cost | $ 110,300 | 74,500 | 41,500 |
Period for recognition | 2 years 1 month 28 days | ||
Fair value of restricted stock units vested | $ 36,700 | $ 76,000 | $ 23,300 |
Shares | |||
Unvested restricted stock, beginning balance (in shares) | 4,851,873 | ||
Granted (in shares) | 4,289,682 | ||
Vested (in shares) | (2,628,397) | ||
Forfeited (in shares) | (236,782) | ||
Unvested restricted stock, end balance (in shares) | 6,276,376 | 4,851,873 | |
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 | 20.28 | $ 32.35 | $ 12.61 |
Vested, weighted average grant date fair value | 13.96 | ||
Forfeited, weighted average grant date fair value | 23.84 | ||
Unvested restricted stock, end balance, weighted average grant date fair value | $ 21.56 | $ 21.59 | |
Aggregate Intrinsic Value | |||
Unvested restricted stock, beginning balance, aggregate intrinsic value | $ 136,968 | ||
Unvested restricted stock, end balance, aggregate intrinsic value | $ 77,639 | $ 136,968 | |
Restricted stock outstanding | Minimum | |||
Employee Benefit Plans | |||
Vesting period | 1 year | ||
Restricted stock outstanding | Maximum | |||
Employee Benefit Plans | |||
Vesting period | 3 years |
Employee Benefit Plans - 401(K)
Employee Benefit Plans - 401(K) Saving And Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non-Employee Benefit Plan Compensation | |||
Compensation cost | $ 169,755 | $ 72,391 | $ 14,392 |
Non Employee Director | |||
Non-Employee Benefit Plan Compensation | |||
Granted (in shares) | 21,886 | 12,258 | 36,175 |
Compensation cost | $ 390 | $ 372 | $ 228 |
Savings And Retirement Plan 401 K | |||
401(K) Savings & Retirement Plan | |||
Percent of salary employee is permitted to contribute | 100% | ||
Vesting period | 3 years | ||
Common stock, shares issued | 442,056 | 90,580 | 403,474 |
Total expense (including issuance of shares) | $ 9,200 | $ 4,300 | $ 2,600 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of loss before income taxes and income tax benefit | |||
Loss before income taxes | $ (723,169) | $ (476,162) | $ (627,000) |
Income tax (expense) benefit | (839) | 16,197 | 30,845 |
Net loss attributable to the Company | (724,008) | (459,965) | (596,155) |
Significant components of deferred income tax expense (benefit) | |||
Current income tax (benefit) expense | 668 | ||
Deferred tax (benefit) expense | (35,737) | (50,935) | (31,475) |
Net operating loss carryforward generated | (87,698) | (107,536) | (52,287) |
Valuation allowance increase (decrease) | 123,606 | 142,274 | 52,917 |
Expense (benefit) for income taxes | 839 | (16,197) | (30,845) |
U.S. | |||
Components of loss before income taxes and income tax benefit | |||
Loss before income taxes | (697,342) | (466,825) | (624,302) |
Income tax (expense) benefit | 868 | 16,540 | 30,845 |
Net loss attributable to the Company | (696,474) | (450,285) | (593,457) |
Significant components of deferred income tax expense (benefit) | |||
Deferred tax (benefit) expense | (42,705) | (51,999) | (31,408) |
Net operating loss carryforward generated | (92,030) | (105,498) | (51,849) |
Valuation allowance increase (decrease) | 133,867 | 140,957 | 52,412 |
Expense (benefit) for income taxes | (868) | (16,540) | (30,845) |
Foreign | |||
Components of loss before income taxes and income tax benefit | |||
Loss before income taxes | (25,827) | (9,337) | (2,698) |
Income tax (expense) benefit | (1,707) | (343) | |
Net loss attributable to the Company | (27,534) | (9,680) | (2,698) |
Significant components of deferred income tax expense (benefit) | |||
Current income tax (benefit) expense | 668 | ||
Deferred tax (benefit) expense | 6,968 | 1,064 | (67) |
Net operating loss carryforward generated | 4,332 | (2,038) | (438) |
Valuation allowance increase (decrease) | (10,261) | 1,317 | $ 505 |
Expense (benefit) for income taxes | $ 1,707 | $ 343 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective income tax rate reconciliation | |||
U.S. Federal statutory tax rate | (21.00%) | (21.00%) | (21.00%) |
Deferred state taxes | 0% | (0.60%) | (2.30%) |
Common stock warrant liability | 0% | (6.00%) | 13.40% |
Section 162M Disallowance | 1.90% | 1.10% | 0% |
Equity Compensation | (0.70%) | (4.30%) | 0% |
Provision to return and deferred tax asset adjustments | 4.60% | (1.30%) | 0% |
Change in U.S. Federal/Foreign statutory tax rate | 0% | 0.30% | 0% |
Other, net | 0.60% | (1.50%) | (3.50%) |
Change in valuation allowance | 14.80% | 29.90% | 8.40% |
Total effective income tax rate | 0.10% | (3.40%) | (5.00%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Significant components of the Company's deferred tax assets and liabilities | |||
Deferred revenue | $ 33,309 | $ 24,660 | |
Interest expense | 31,368 | 29,095 | |
Other reserves and accruals | 26,878 | 30,730 | |
Tax credit carryforwards | 14,949 | 10,249 | |
Amortization of stock-based compensation | 30,217 | 13,904 | |
Non-compensatory warrants | 6,268 | 4,115 | |
Capitalized research & development expenditures | 60,588 | 42,525 | |
Right of use liability (operating leases) | 32,875 | 6,603 | |
Net operating loss carryforwards | 305,510 | 217,812 | |
Total deferred tax asset | 541,962 | $ 19,000 | 379,693 |
Valuation allowance | (437,474) | (313,868) | |
Net deferred tax assets | 104,488 | 65,825 | |
Intangible assets | (39,669) | (34,342) | |
Convertible debt | (26,989) | (27,346) | |
Right of use asset (operating leases) | (40,454) | (732) | |
Property, plant and equipment and right of use assets | (8,883) | (8,489) | |
Deferred tax liability | (115,996) | (70,909) | |
Net | (11,508) | (5,084) | |
U.S. | |||
Significant components of the Company's deferred tax assets and liabilities | |||
Deferred revenue | 33,172 | 24,514 | |
Interest expense | 31,368 | 29,095 | |
Other reserves and accruals | 26,591 | 23,398 | |
Tax credit carryforwards | 14,949 | 8,960 | |
Amortization of stock-based compensation | 30,217 | 13,904 | |
Non-compensatory warrants | 6,268 | 4,115 | |
Capitalized research & development expenditures | 60,588 | 37,912 | |
Right of use liability (operating leases) | 32,616 | 6,118 | |
Net operating loss carryforwards | 297,790 | 205,760 | |
Total deferred tax asset | 533,559 | 353,776 | |
Valuation allowance | (429,291) | (295,424) | |
Net deferred tax assets | 104,268 | 58,352 | |
Intangible assets | (29,731) | (23,244) | |
Convertible debt | (26,989) | (27,346) | |
Right of use asset (operating leases) | (40,194) | (247) | |
Property, plant and equipment and right of use assets | (7,383) | (8,489) | |
Deferred tax liability | (104,297) | (59,326) | |
Net | (29) | (974) | |
Foreign | |||
Significant components of the Company's deferred tax assets and liabilities | |||
Deferred revenue | 137 | 146 | |
Other reserves and accruals | 287 | 7,332 | |
Tax credit carryforwards | 1,289 | ||
Capitalized research & development expenditures | 4,613 | ||
Right of use liability (operating leases) | 259 | 485 | |
Net operating loss carryforwards | 7,720 | 12,052 | |
Total deferred tax asset | 8,403 | 25,917 | |
Valuation allowance | (8,183) | (18,444) | |
Net deferred tax assets | 220 | 7,473 | |
Intangible assets | (9,938) | (11,098) | |
Right of use asset (operating leases) | (260) | (485) | |
Property, plant and equipment and right of use assets | (1,500) | ||
Deferred tax liability | (11,699) | (11,583) | |
Net | $ (11,479) | $ (4,110) |
Income Taxes - Change In Valuat
Income Taxes - Change In Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in valuation allowance | |||
Increase (decrease) in valuation allowance for current year increase in net operating losses | $ 113,860 | ||
Increase (decrease) in valuation allowance for current year net increase in deferred tax assets other than net operating losses | 9,816 | ||
Increase (decrease) in valuation allowance due to change in tax rates | (70) | ||
Net increase (decrease) in valuation allowance | 123,606 | $ 142,274 | $ 52,917 |
U.S. | |||
Change in valuation allowance | |||
Increase (decrease) in valuation allowance for current year increase in net operating losses | 119,784 | ||
Increase (decrease) in valuation allowance for current year net increase in deferred tax assets other than net operating losses | 22,081 | ||
Increase (decrease) in valuation allowance due to change in tax rates | (7,998) | ||
Net increase (decrease) in valuation allowance | 133,867 | 140,957 | 52,412 |
Foreign | |||
Change in valuation allowance | |||
Increase (decrease) in valuation allowance for current year increase in net operating losses | (5,924) | ||
Increase (decrease) in valuation allowance for current year net increase in deferred tax assets other than net operating losses | (12,265) | ||
Increase (decrease) in valuation allowance due to change in tax rates | 7,928 | ||
Net increase (decrease) in valuation allowance | $ (10,261) | $ 1,317 | $ 505 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | ||
Pre-change net operating losses that can be used in future years | $ 13,500 | |
Net operating losses post-change years are not subject to limitation | 1,400,000 | |
Deferred tax assets, U.S. net operating loss carryforwards | 1,400,000 | |
Amount of net operating loss carryforwards that will expire due to IRC Section 382 limitations | 14,900 | |
Net operating loss carryforwards | 305,510 | $ 217,812 |
Un-repatriated foreign earnings | 0 | |
Restated adjustment | ||
Income taxes | ||
Deferred tax assets, U.S. net operating loss carryforwards | 1,200,000 | |
Foreign | ||
Income taxes | ||
Net operating loss carryforwards | 7,720 | 12,052 |
Foreign | French | ||
Income taxes | ||
Unused net operating loss carryforwards | 27,300 | |
Foreign | Canada | ||
Income taxes | ||
Net operating loss carryforwards | 1,300 | |
Foreign | Netherlands | ||
Income taxes | ||
Unused net operating loss carryforwards | $ 0 | $ 2,900 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
DTAs recorded | $ 541,962 | $ 19,000 | $ 379,693 |
Deferred tax liability in other non-current liabilities | 11,500 | $ 5,000 | |
Netherlands | |||
DTAs recorded | 20,000 | ||
DTLs recorded | $ 31,500 |
Commitments and Contingencies -
Commitments and Contingencies - Concentrations of Credit Risk (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 USD ($) customer | Dec. 31, 2022 USD ($) customer | Dec. 31, 2021 USD ($) customer | Dec. 31, 2020 USD ($) customer | |
Customer Concentration | ||||
Restricted cash | $ 383,700 | $ 275,100 | ||
Restricted cash as collateral | 858,700 | |||
Letter of credit | 379,600 | 286,000 | ||
Construction escrow | 75,500 | 67,700 | ||
Consideration held by paying agent. | 10,000 | |||
Consolidated revenue | 701,440 | 502,342 | $ (93,237) | |
Reduction in revenue | $ 399,700 | |||
Applied Cryo Technologies | ||||
Customer Concentration | ||||
Consideration held by paying agent. | 5,000 | |||
Joule acquisitions | ||||
Customer Concentration | ||||
Consideration held by paying agent. | 2,300 | |||
Collateral Related to Acquisitions | ||||
Customer Concentration | ||||
Consideration held by paying agent. | 1,800 | |||
Collateral Related to Acquisitions | Frames Holding B.V. | ||||
Customer Concentration | ||||
Restricted cash as collateral | $ 10,800 | $ 12,200 | ||
Accounts receivable | Customer concentration | Customers | ||||
Customer Concentration | ||||
Number of customers | customer | 1 | 1 | ||
Concentration risk (as a percent) | 24.90% | 46.60% | ||
Revenues | Customer concentration | Two customers | ||||
Customer Concentration | ||||
Number of customers | customer | 2 | 2 | ||
Concentration risk (as a percent) | 156.20% | |||
Revenues | Customer concentration | Three customers | ||||
Customer Concentration | ||||
Number of customers | customer | 3 | 3 | ||
Concentration risk (as a percent) | 51.20% | 75.70% | ||
Warrants issued with the Amazon, Inc transaction agreement | ||||
Customer Concentration | ||||
Reduction in revenue | $ 399,700 | $ 400 | $ 500 | $ 420,000 |
Warrants issued with the Amazon, Inc transaction agreement | Customer concentration | Amazon | ||||
Customer Concentration | ||||
Consolidated revenue | $ 310,100 | |||
Warrants issued with the Amazon, Inc transaction agreement | Revenues | Customer concentration | Amazon | ||||
Customer Concentration | ||||
Concentration risk (as a percent) | 332.40% | |||
Provision for common stock warrants | $ 420,000 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 701,440 | $ 502,342 | $ (93,237) |
Long-Lived Assets | $ 1,223,115 | 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 | $ 579,218 | 476,246 | (100,523) |
Long-Lived Assets | 1,209,900 | 570,777 | |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 46,033 | 20,814 | 3,929 |
Long-Lived Assets | 13,215 | 2,608 | |
Asia | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 50,498 | 718 | 147 |
Other. | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 25,691 | 4,564 | $ 3,210 |
Long-Lived Assets | $ 171 |