Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Document and Entity Information: | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-34392 | |
Entity Registrant Name | PLUG POWER INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-3672377 | |
Entity Address, Address Line One | 968 ALBANY SHAKER ROAD | |
Entity Address, City or Town | LATHAM | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 12110 | |
City Area Code | 518 | |
Local Phone Number | 782-7700 | |
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | PLUG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 601,972,277 | |
Entity Central Index Key | 0001093691 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 579,418 | $ 690,630 |
Restricted cash | 173,449 | 158,958 |
Available-for-sale securities, at fair value (amortized cost of $452,814 and allowance for credit losses of $0 at June 30, 2023 and amortized cost of $1,355,614 and allowance for credit losses of $0 at December 31, 2022 | 437,651 | 1,332,943 |
Equity securities | 67,753 | 134,836 |
Accounts receivable | 216,645 | 129,450 |
Inventory | 904,288 | 645,636 |
Contract assets | 98,502 | 62,456 |
Prepaid expenses and other current assets | 139,537 | 150,389 |
Total current assets | 2,617,243 | 3,305,298 |
Restricted cash | 800,458 | 699,756 |
Property, plant, and equipment, net | 1,061,810 | 719,793 |
Right of use assets related to finance leases, net | 56,336 | 53,742 |
Right of use assets related to operating leases, net | 396,448 | 360,287 |
Equipment related to power purchase agreements and fuel delivered to customers, net | 104,026 | 89,293 |
Contract assets | 26,083 | 41,831 |
Goodwill | 249,965 | 248,607 |
Intangible assets, net | 199,083 | 207,725 |
Investments in non-consolidated entities and non-marketable equity securities | 63,457 | 31,250 |
Other assets | 8,368 | 6,694 |
Total assets | 5,583,277 | 5,764,276 |
Current liabilities: | ||
Accounts payable | 220,470 | 191,895 |
Accrued expenses | 166,315 | 156,430 |
Deferred revenue and other contract liabilities | 165,114 | 131,813 |
Operating lease liabilities | 57,953 | 48,861 |
Finance lease liabilities | 8,901 | 8,149 |
Finance obligations | 75,321 | 58,925 |
Current portion of long-term debt | 513 | 5,142 |
Contingent consideration, loss accrual for service contracts, and other current liabilities | 133,231 | 34,060 |
Total current liabilities | 827,818 | 635,275 |
Deferred revenue and other contract liabilities | 86,622 | 98,085 |
Operating lease liabilities | 290,281 | 271,504 |
Finance lease liabilities | 37,804 | 37,988 |
Finance obligations | 301,488 | 270,315 |
Convertible senior notes, net | 194,584 | 193,919 |
Long-term debt | 3,677 | 3,925 |
Contingent consideration, loss accrual for service contracts, and other liabilities | 101,918 | 193,051 |
Total liabilities | 1,844,192 | 1,704,062 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 1,500,000,000 shares authorized; Issued (including shares in treasury): 620,088,507 at June 30, 2023 and 608,421,785 at December 31, 2022 | 6,201 | 6,084 |
Additional paid-in capital | 7,409,733 | 7,297,306 |
Accumulated other comprehensive loss | (13,764) | (26,004) |
Accumulated deficit | (3,563,870) | (3,120,911) |
Less common stock in treasury: 18,285,263 at June 30, 2023 and 18,076,127 at December 31, 2022 | (99,215) | (96,261) |
Total stockholders' equity | 3,739,085 | 4,060,214 |
Total liabilities and stockholders' equity | $ 5,583,277 | $ 5,764,276 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Amortized cost | $ 452,814 | $ 1,355,614 |
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 | 620,087,507 | 608,421,785 |
Common stock in treasury, shares | 18,285,263 | 18,076,127 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net revenue: | ||||
Net revenue | $ 260,182 | $ 151,267 | $ 470,468 | $ 292,070 |
Cost of revenue: | ||||
Provision for loss contracts related to service | 7,331 | 1,068 | 14,220 | 3,116 |
Total cost of revenue | 338,325 | 183,732 | 618,007 | 359,885 |
Gross loss | (78,143) | (32,465) | (147,539) | (67,815) |
Operating expenses: | ||||
Research and development | 29,251 | 23,557 | 55,786 | 44,018 |
Selling, general and administrative | 101,154 | 95,953 | 205,170 | 176,842 |
Impairment | 9,986 | 11,069 | ||
Change in fair value of contingent consideration | 15,308 | (5,066) | 24,077 | (2,605) |
Total operating expenses | 155,699 | 114,444 | 296,102 | 218,255 |
Operating loss | (233,842) | (146,909) | (443,641) | (286,070) |
Interest income | 16,391 | 3,838 | 34,023 | 5,892 |
Interest expense | (11,265) | (11,203) | (21,915) | (19,851) |
Other expense, net | (5,082) | (2,456) | (9,853) | (3,765) |
Realized gain/(loss) on investments, net | 264 | (468) | 263 | (1,315) |
Change in fair value of equity securities | 3,842 | (13,484) | 8,917 | (18,643) |
Loss on equity method investments | (7,623) | (2,191) | (12,940) | (6,024) |
Loss before income taxes | (237,315) | (172,873) | (445,146) | (329,776) |
Income tax (benefit) expense | (917) | 423 | (2,187) | 9 |
Net loss | $ (236,398) | $ (173,296) | $ (442,959) | $ (329,785) |
Net loss per share: | ||||
Net loss per share, basic | $ (0.40) | $ (0.30) | $ (0.75) | $ (0.57) |
Net loss per share, diluted | $ (0.40) | $ (0.30) | $ (0.75) | $ (0.57) |
Weighted average number of common stock outstanding, basic | 598,053,390 | 578,043,278 | 593,653,720 | 578,217,636 |
Weighted average number of common stock outstanding, diluted | 598,053,390 | 578,043,278 | 593,653,720 | 578,217,636 |
Sales of equipment, related infrastructure and other | ||||
Net revenue: | ||||
Net revenue | $ 216,286 | $ 116,233 | $ 398,380 | $ 225,080 |
Cost of revenue: | ||||
Cost of revenue | 187,408 | 94,153 | 345,728 | 182,981 |
Services performed on fuel cell systems and related infrastructure | ||||
Net revenue: | ||||
Net revenue | 8,701 | 8,822 | 17,798 | 17,062 |
Cost of revenue: | ||||
Cost of revenue | 23,449 | 11,612 | 35,670 | 25,487 |
Power purchase agreements | ||||
Net revenue: | ||||
Net revenue | 16,130 | 11,169 | 24,067 | 21,206 |
Cost of revenue: | ||||
Cost of revenue | 53,976 | 34,892 | 100,792 | 66,645 |
Fuel delivered to customers and related equipment | ||||
Net revenue: | ||||
Net revenue | 17,878 | 14,472 | 28,020 | 27,900 |
Cost of revenue: | ||||
Cost of revenue | 64,450 | 41,607 | 118,951 | 80,879 |
Other | ||||
Net revenue: | ||||
Net revenue | 1,187 | 571 | 2,203 | 822 |
Cost of revenue: | ||||
Cost of revenue | $ 1,711 | $ 400 | $ 2,646 | $ 777 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Consolidated Statements of Comprehensive Loss | ||||
Net Income (Loss) | $ (236,398) | $ (173,296) | $ (442,959) | $ (329,785) |
Foreign currency translation (loss)/gain | 3,073 | (7,198) | 4,732 | (9,048) |
Change in net unrealized gain/(loss) on available-for-sale securities | 2,197 | (3,329) | 7,508 | (18,409) |
Comprehensive loss attributable to the Company, net of tax | $ (231,128) | $ (183,823) | $ (430,719) | $ (357,242) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | Total |
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 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net Income (Loss) | (156,489) | (156,489) | ||||
Other comprehensive (loss) gain | (16,930) | (16,930) | ||||
Stock-based compensation | $ 2 | 43,384 | 43,386 | |||
Stock-based compensation (in shares) | 226,221 | |||||
Stock option exercises and issuance of common stock upon vesting of restricted stock units | $ 3 | 288 | 291 | |||
Stock option exercises and issuance of common stock upon vesting of restricted stock units (in shares) | 253,525 | |||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock units | $ (1,465) | (1,465) | ||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock (in shares) | 71,627 | |||||
Provision for common stock warrants | 1,743 | 1,743 | ||||
Balance at Mar. 31, 2022 | $ 5,952 | 7,116,125 | (18,462) | $ (73,991) | (2,553,392) | 4,476,232 |
Balance (in shares) at Mar. 31, 2022 | 595,209,356 | 17,146,337 | ||||
Balance at Dec. 31, 2021 | $ 5,947 | 7,070,710 | (1,532) | $ (72,526) | (2,396,903) | 4,605,696 |
Balance (in shares) at Dec. 31, 2021 | 594,729,610 | 17,074,710 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net Income (Loss) | (329,785) | |||||
Balance at Jun. 30, 2022 | $ 5,958 | 7,163,486 | (28,989) | $ (75,186) | (2,726,688) | 4,338,581 |
Balance (in shares) at Jun. 30, 2022 | 595,709,539 | 17,210,049 | ||||
Balance at Mar. 31, 2022 | $ 5,952 | 7,116,125 | (18,462) | $ (73,991) | (2,553,392) | 4,476,232 |
Balance (in shares) at Mar. 31, 2022 | 595,209,356 | 17,146,337 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net Income (Loss) | (173,296) | (173,296) | ||||
Other comprehensive (loss) gain | (10,527) | (10,527) | ||||
Stock-based compensation | $ 2 | 44,857 | 44,859 | |||
Stock-based compensation (in shares) | 108,216 | |||||
Stock option exercises and issuance of common stock upon vesting of restricted stock units | $ 4 | 525 | 529 | |||
Stock option exercises and issuance of common stock upon vesting of restricted stock units (in shares) | 391,967 | |||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock units | $ (1,195) | (1,195) | ||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock (in shares) | 63,712 | |||||
Provision for common stock warrants | 1,979 | 1,979 | ||||
Balance at Jun. 30, 2022 | $ 5,958 | 7,163,486 | (28,989) | $ (75,186) | (2,726,688) | 4,338,581 |
Balance (in shares) at Jun. 30, 2022 | 595,709,539 | 17,210,049 | ||||
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 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net Income (Loss) | (206,561) | $ (206,561) | ||||
Other comprehensive (loss) gain | 6,970 | 6,970 | ||||
Stock-based compensation | $ 2 | 43,300 | 43,302 | |||
Stock-based compensation (in shares) | 228,954 | |||||
Stock option exercises and issuance of common stock upon vesting of restricted stock units | $ 6 | 668 | 674 | |||
Stock option exercises and issuance of common stock upon vesting of restricted stock units (in shares) | 620,250 | |||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock units | $ (2,590) | (2,590) | ||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock (in shares) | 169,787 | |||||
Exercise of warrants | $ 28 | (28) | ||||
Exercise of warrants (in shares) | 2,680,637 | |||||
Provision for common stock warrants | 19,641 | 19,641 | ||||
Balance at Mar. 31, 2023 | $ 6,120 | 7,360,887 | (19,034) | $ (98,851) | (3,327,472) | 3,921,650 |
Balance (in shares) at Mar. 31, 2023 | 611,951,626 | 18,245,914 | ||||
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 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net Income (Loss) | $ (442,959) | |||||
Earnouts from acquisition paid in stock | 8,000 | |||||
Balance at Jun. 30, 2023 | $ 6,201 | 7,409,733 | (13,764) | $ (99,215) | (3,563,870) | $ 3,739,085 |
Balance (in shares) at Jun. 30, 2023 | 620,087,507 | 18,285,263 | 620,087,507 | |||
Balance at Mar. 31, 2023 | $ 6,120 | 7,360,887 | (19,034) | $ (98,851) | (3,327,472) | $ 3,921,650 |
Balance (in shares) at Mar. 31, 2023 | 611,951,626 | 18,245,914 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net Income (Loss) | (236,398) | (236,398) | ||||
Other comprehensive (loss) gain | 5,270 | 5,270 | ||||
Stock-based compensation | $ 3 | 39,915 | 39,918 | |||
Stock-based compensation (in shares) | 338,328 | |||||
Stock option exercises and issuance of common stock upon vesting of restricted stock units | $ 3 | 55 | 58 | |||
Stock option exercises and issuance of common stock upon vesting of restricted stock units (in shares) | 246,717 | |||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock units | $ (364) | (364) | ||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock (in shares) | 39,349 | |||||
Exercise of warrants | $ 66 | (66) | ||||
Exercise of warrants (in shares) | 6,623,794 | |||||
Provision for common stock warrants | 951 | 951 | ||||
Earnouts from acquisition paid in stock | $ 9 | 7,991 | 8,000 | |||
Earnouts from acquisition paid in stock (in shares) | 927,042 | |||||
Balance at Jun. 30, 2023 | $ 6,201 | $ 7,409,733 | $ (13,764) | $ (99,215) | $ (3,563,870) | $ 3,739,085 |
Balance (in shares) at Jun. 30, 2023 | 620,087,507 | 18,285,263 | 620,087,507 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Operating activities | |||||
Net loss | $ (442,959) | $ (329,785) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation of long-lived assets | 21,266 | 11,204 | |||
Amortization of intangible assets | $ 4,800 | $ 5,200 | 9,755 | 10,374 | |
Lower of cost or net realizable value inventory adjustment and provision for excess and obsolete inventory | 11,760 | ||||
Payments of contingent consideration | (2,895) | ||||
Stock-based compensation | 83,220 | 88,245 | |||
Provision for losses on accounts receivable | 896 | ||||
Amortization of debt issuance costs and discount on convertible senior notes | 1,195 | 1,336 | |||
Provision for common stock warrants | 14,302 | 3,942 | |||
Deferred income tax benefit | 1,512 | (916) | |||
Impairment | 9,986 | 11,069 | |||
Loss/(benefit) on service contracts | 856 | (18,131) | |||
Fair value adjustment to contingent consideration | 24,077 | (2,605) | |||
Net realized loss on investments | (264) | 468 | (263) | 1,315 | |
(Accretion)/amortization of premium on available-for-sale securities | (5,949) | 4,560 | |||
Lease origination costs | (5,567) | (3,150) | |||
Loss on disposal of assets | 268 | ||||
Change in fair value for equity securities | (8,917) | 18,643 | |||
Loss on equity method investments | 7,623 | 2,191 | 12,940 | 6,024 | |
Changes in operating assets and liabilities that provide (use) cash: | |||||
Accounts receivable | (88,091) | 31,990 | |||
Inventory | (269,707) | (159,445) | |||
Contract assets | (23,807) | (386) | |||
Prepaid expenses and other assets | 9,178 | (51,654) | |||
Accounts payable, accrued expenses, and other liabilities | (720) | 38,663 | |||
Deferred revenue and other contract liabilities | 21,838 | (55,605) | |||
Net cash used in operating activities | (625,011) | (405,113) | |||
Investing activities | |||||
Purchases of property, plant and equipment | (319,322) | (157,838) | |||
Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers | (19,309) | (15,268) | |||
Purchase of available-for-sale securities | (143,230) | ||||
Proceeds from sales of available-for-sale securities | 475,676 | ||||
Proceeds from maturities of available-for-sale securities | 908,749 | 167,629 | |||
Purchase of equity securities | (4,990) | ||||
Proceeds from sales of equity securities | 76,263 | ||||
Net cash paid for acquisitions | (26,473) | ||||
Cash paid for non-consolidated entities and non-marketable equity securities | (40,894) | (30,139) | |||
Net cash provided by investing activities | 605,487 | 265,367 | |||
Financing activities | |||||
Payments of contingent consideration | (10,105) | (2,667) | |||
Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation | (2,954) | (2,660) | |||
Proceeds from exercise of stock options | 732 | 820 | |||
Principal payments on long-term debt | (5,100) | (5,407) | (36,089) | ||
Proceeds from finance obligations | 77,589 | 35,048 | |||
Principal repayments of finance obligations and finance leases | (34,211) | (25,168) | |||
Net cash provided by (used in) financing activities | 25,644 | (30,716) | |||
Effect of exchange rate changes on cash | (2,139) | (55) | |||
Decrease in cash and cash equivalents | (111,212) | (225,318) | |||
Increase in restricted cash | 115,193 | 54,801 | |||
Cash, cash equivalents, and restricted cash beginning of period | 1,549,344 | 3,132,194 | $ 3,132,194 | ||
Cash, cash equivalents, and restricted cash end of period | 1,553,325 | $ 2,961,677 | 1,553,325 | 2,961,677 | $ 1,549,344 |
Supplemental disclosure of cash flow information | |||||
Cash paid for interest, net of capitalized interest of $4.0 million | 20,101 | 18,737 | |||
Summary of non-cash activity | |||||
Recognition of right of use asset - finance leases | 4,818 | 12,644 | |||
Recognition of right of use asset - operating leases | 56,328 | 40,352 | |||
Net tangible assets (liabilities) acquired (assumed) in a business combination | (5,124) | ||||
Intangible assets acquired in a business combination | 60,522 | ||||
Net transfers between inventory and long-lived assets | 705 | 916 | |||
Earnouts from acquisition paid in stock | $ 8,000 | 8,000 | |||
Accrued purchase of fixed assets, cash to be paid in subsequent period | $ 109,490 | $ 39,681 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Condensed Consolidated Statements of Cash Flows | |
Net capitalized interest | $ 4 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2023 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations Plug Power Inc. (the “Company,” “Plug,” “we” or “our”) is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. While we continue to develop commercially viable hydrogen and fuel cell product solutions, 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 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint venture with Renault SAS (“Renault”) named HyVia SAS, a French société par actions simplifiée (“HyVia”), AccionaPlug S.L. (“AccionaPlug”), and SK Plug Hyverse Co., Ltd. (“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 and SK Plug Hyverse. Additionally, we consolidate the results of our joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin Corporation (“Olin”), named “Hidrogenii”. Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2022 has been derived from the Company’s December 31, 2022 audited consolidated financial statements. The unaudited interim condensed consolidated financial statements contained herein should be read in conjunction with our 2022 Form 10-K . Recent Accounting Pronouncements Recently Adopted Accounting Guidance Other than the adoption of the accounting guidance mentioned i n our 2022 Form 10-K, Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of June 30, 2023 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
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 is expected to increase the Company’s 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 considered provisional pending 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. During the three and six months ended June 30, 2023, the Company paid out the $0.5 million due to the sellers of CIS in connection with the acquisition. There have been no measurement period adjustments recorded for the three and six months ended June 30, 2023. 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 $15.0 million and $26.2 million to total consolidated revenue for the three and six months ended June 30, 2023, respectively. The Company determined that the net income for the CIS acquisition for the three and six months ended June 30, 2023 was immaterial. Joule Processing, LLC On January 14, 2022, the Company acquired Joule Processing, LLC (“Joule”), an engineered modular equipment, process design and procurement company founded in 2009. The fair value of consideration paid by the Company in connection with the Joule acquisition was as follows (in thousands): Cash $ 28,140 Contingent consideration 41,732 Total consideration $ 69,872 The contingent consideration represents the estimated fair value associated with earn-out payments of up to $130 million that the sellers are eligible to receive in cash or shares of the Company’s common stock (at the Company’s election). Of the total earnout consideration, $90 million is related to the achievement of certain financial performance and $40 million is related to the achievement of certain internal operational milestones. The following table summarizes the 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 connection with the Joule acquisition, the Company recorded on its consolidated balance sheet a liability of $41.7 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was $71.2 million and $53.2 million as of June 30, 2023 and December 31, 2022, respectively, and as a result, an increase of $11.3 million and $18.0 million was recorded in change in fair value of contingent consideration in the unaudited interim condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively. Included in the purchase price consideration are contingent earn-out payments as described above. Due to the nature of the earn-outs, a scenario-based analysis using the probability of achieving the milestone expectations was used to determine the fair value of the contingent consideration. These fair value measurements were based on unobservable inputs and are considered to be level 3 financial instruments. The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Joule acquisition was calculated as follows (in thousands): Consideration paid $ 28,140 Contingent consideration 41,732 Less: net assets acquired (57,065) Total goodwill recognized $ 12,807 The Joule acquisition contributed $45.2 million and $65.9 million to the Company’s total consolidated revenue for the three and six months ended June 30, 2023, respectively, compared to $2.0 million and $3.3 million for the three and six months ended June 30, 2022, respectively. The Company determined that the net loss for the Joule acquisition for the three and six months ended June 30, 2023 was immaterial. The CIS and Joule acquisitions were not material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. |
Extended Maintenance Contracts
Extended Maintenance Contracts | 6 Months Ended |
Jun. 30, 2023 | |
Extended Maintenance Contracts | |
Extended Maintenance Contracts | 4. Extended Maintenance Contracts On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems, related infrastructure and equipment that have been sold. The following table shows the roll forward of balances in the accrual for loss contracts, including changes due to the provision for loss accrual, releases to service cost of sales, releases due to the provision for warrants, and foreign currency translation adjustment (in thousands): Six Months Year Ended Ended June 30, 2023 December 31, 2022 Beginning balance $ 81,066 $ 89,773 Provision for loss accrual 13,721 23,295 Releases to service cost of sales (13,364) (35,446) Increase to loss accrual related to customer warrants 499 3,506 Foreign currency translation adjustment 13 (62) Ending balance $ 81,935 $ 81,066 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share | |
Earnings Per Share | 5. Earnings Per Share Basic earnings per common stock are computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the reporting period. In periods when we have net income, the shares of our common stock subject to the convertible notes outstanding during the period will be included in our diluted earnings per share under the if-converted method. Since the Company is in a net loss position, all common stock equivalents would be considered anti-dilutive and are therefore not included in the determination of diluted earnings per share. Accordingly, basic and diluted loss per share are the same. The potentially dilutive securities are summarized as follows: At June 30, 2023 2022 Stock options outstanding (1) 33,821,392 24,184,619 Restricted stock and restricted stock units outstanding (2) 5,529,831 5,616,280 Common stock warrants (3) 78,561,263 80,017,181 Convertible Senior Notes (4) 39,170,766 39,170,766 Number of dilutive potential shares of common stock 157,083,252 148,988,846 (1) During the three months ended June 30, 2023 and 2022, the Company granted options for 6,782,043 and 308,351 shares of common stock, respectively. During the six months ended June 30, 2023 and 2022, the Company granted options for 6,876,593 and 759,851 shares of common stock, respectively. (2) During the three months ended June 30, 2023 and 2022, the Company granted 294,143 and 323,991 shares of restricted stock and restricted stock units, respectively. During the six months ended June 30, 2023 and 2022, the Company granted 388,693 and 1,126,491 shares of restricted stock and restricted stock units, 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.com, Inc. (“Amazon”), subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had not been exercised as of June 30, 2023. In April 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 34,917,912 and 17,461,994 shares of the Company’s common stock as of June 30, 2023 and 2022, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Walmart, Inc. (“Walmart”), subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of June 30, 2023 and 2022, respectively. (4) In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023 (the “ 5.5% Convertible Senior Notes”). In May 2020, the Company repurchased $66.3 million of the 5.5% Convertible Senior Notes and in the fourth quarter of 2020, $33.5 million of the 5.5% Convertible Senior Notes were converted into approximately 14.6 million shares of common stock. The remaining $0.2 million aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock in January 2021. In May 2020, the Company issued $212.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes due 2025 (the “ 3.75% Convertible Senior Notes’). There were no conversions for the three and six months ended June 30, 2023 and 2022. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory | |
Inventory | 6. Inventory Inventory as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands): June 30, December 31, 2023 2022 Raw materials and supplies - production locations $ 562,357 $ 450,432 Raw materials and supplies - customer locations 19,144 18,860 Work-in-process 190,051 112,231 Finished goods 132,736 64,113 Inventory $ 904,288 $ 645,636 Inventory is primarily comprised of raw materials, work-in-process, and finished goods. As of June 30, 2023 and December 31, 2022, the reserve for excess and obsolete inventory was $11.1 million and $5.4 million, respectively. The increase in inventory is primarily due to a combination of new product offerings as well as increased backlog. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment at June 30, 2023 and December 31, 2022 consisted of the following (in thousands): June 30, 2023 December 31, 2022 Land $ 6,193 $ 1,772 Construction in progress 821,349 575,141 Building and leasehold improvements 47,193 21,363 Software, machinery, and equipment 247,991 169,633 Property, plant, and equipment 1,122,726 767,909 Less: accumulated depreciation (60,916) (48,116) Property, plant, and equipment, net $ 1,061,810 $ 719,793 Construction in progress is primarily comprised of construction of four hydrogen production plants and our Gigafactory in Rochester, NY. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. Interest on outstanding debt is capitalized during periods of capital asset construction and amortized over the useful lives of the related assets. During the three months ended June 30, 2023 and 2022, the Company capitalized $2.0 million and $1.5 million of interest, respectively. During the six months ended June 30, 2023 and 2022, the Company capitalized $4.0 million and $5.8 million of interest, respectively. Depreciation expense related to property, plant and equipment was $7.3 million and $5.5 million for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense related to property, plant and equipment was $12.8 million and $8.1 million for the six months ended June 30, 2023 and 2022, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 8. Intangible Assets and Goodwill The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of June 30, 2023 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 14 years $ 104,406 (16,675) $ 87,731 Dry stack electrolyzer technology 10 years 29,000 (3,867) 25,133 Customer relationships, trade name and other 13 years 103,449 (17,230) 86,219 $ 236,855 $ (37,772) $ 199,083 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2022 were 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, trade name and other 13 years 102,521 (12,846) 89,675 $ 235,742 $ (28,017) $ 207,725 The change in the gross carrying amount of the acquired technology from December 31, 2022 to June 30, 2023 was due to changes in foreign currency translation. Amortization expense for acquired identifiable intangible assets for the three months ended June 30, 2023 and 2022 was $4.8 million and $5.2 million, respectively. Amortization expense for acquired identifiable intangible assets for the six months ended June 30, 2023 and 2022 was $9.8 million and $10.4 million, respectively. The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2023 $ 9,569 2024 19,076 2025 18,300 2026 16,707 2027 16,699 2028 and thereafter 118,732 Total $ 199,083 Goodwill was $250.0 million and $248.6 million as of June 30, 2023 and December 31, 2022, which increased due to foreign currency translation adjustments for goodwill associated with our international subsidiaries. The change in the carrying amount of goodwill for the six months ended June 30, 2023 was as follows (in thousands): Beginning balance at December 31, 2022 $ 248,607 Foreign currency translation adjustment 1,358 Ending balance at June 30, 2023 $ 249,965 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Long-Term Debt | |
Long-Term Debt | 9. 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. In June 2020, the Company acquired debt as part of its acquisition of United Hydrogen Group Inc. During the three and six months ended June 30, 2023, December 31, 2023 $ 600 December 31, 2024 3,357 December 31, 2025 1,200 December 31, 2026 900 Total outstanding principal $ 6,057 |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Senior Notes. | |
Convertible Senior Notes | 10. Convertible Senior Notes 3.75% Convertible Senior Notes On May 18, 2020, the Company issued $200.0 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). On May 29, 2020, the Company issued an additional $12.5 million in aggregate principal amount of 3.75% Convertible Senior Notes. During the three and six months ended June 30, 2023, there were no conversions of the 3.75% Convertible Senior Notes. The 3.75% Convertible Senior Notes consisted of the following (in thousands): June 30, December 31, 2023 2022 Principal amounts: Principal $ 197,278 $ 197,278 Unamortized debt issuance costs (1) (2,694) (3,359) Net carrying amount $ 194,584 $ 193,919 (1) Included in the unaudited interim condensed consolidated balance sheets within the 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 the effective interest rate): June 30, June 30, 2023 2022 Interest expense $ 1,849 $ 1,849 Amortization of debt issuance costs 334 320 Total 2,183 2,169 Effective interest rate 4.5% 4.5% Based on the closing price of the Company’s common stock of $10.39 on June 30, 2023, the if-converted value of the notes was greater than the principal amount. The estimated fair value of the notes at June 30, 2023 was approximately $407.9 million. The fair value estimation was primarily based on a quoted price in an active market. 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 was recorded as a reduction to additional paid-in capital in the unaudited interim condensed consolidated balance sheets. The book value of the 3.75% Notes Capped Call is not remeasured. Common Stock Forward In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due on March 15, 2023, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, which have been fully repaid. In connection with the issuance of the 5.5% Convertible Senior Notes, the Company entered into a forward stock purchase transaction (the “Common Stock Forward”), pursuant to which the Company agreed to purchase 14,397,906 shares of its common stock for settlement on or about March 15, 2023. On May 18, 2020, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025. The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions. The net cost incurred in connection with the Common Stock Forward of $27.5 million was recorded as an increase in treasury stock in the unaudited interim condensed consolidated balance sheets. The related shares were accounted for as a repurchase of common stock. The book value of the Common Stock Forward is not remeasured. There were no shares of common stock settled in connection with the Common Stock Forward during the three and six months ended June 30, 2023 or during the three and six months ended June 30, 2022. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Stockholders’ Equity Common Stock and Warrants On August 24, 2022, a warrant to purchase up to 16,000,000 shares of common stock was issued in connection with a transaction agreement with Amazon, as discussed in Note 12, “Warrant Transaction Agreements.” This warrant is measured at fair value at the time of grant or modification and is classified as an equity instrument on the unaudited interim condensed consolidated balance sheets. Accumulated Other Comprehensive Income Accumulated other comprehensive income is comprised of unrealized gains and losses on available-for-sale securities and foreign currency translation gains and losses. Amounts reclassified from accumulated other comprehensive (loss)/income for the three and six months ended June 30, 2023 and June 30, 2022, respectively, were $0. Net current-period other comprehensive income for the three months ended June 30, 2023 increased due to unrealized gains on available-for-sale securities of $2.2 million and foreign currency translation gains of $3.1 million. Net current-period other comprehensive loss for the three months ended June 30, 2022 increased due to unrealized losses on available-for-sale securities of $3.3 million and foreign currency translation losses of $7.2 million. Net current period other comprehensive income for the six months ended June 30, 2023 increased due to unrealized gains on available-for-securities of $7.5 million and foreign currency translation gains of $4.7 million. Net current period other comprehensive losses for the six months ended June 30, 2022 increased due to unrealized losses on available-for-sale securities of $18.4 million and foreign currency translation losses of $9.0 million. |
Warrant Transaction Agreements
Warrant Transaction Agreements | 6 Months Ended |
Jun. 30, 2023 | |
Warrant Transaction Agreements | |
Warrant Transaction Agreements | 12. 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 “Amazon Warrant”) to acquire up to 16,000,000 shares (the “Amazon Warrant Shares”) of the Company’s common stock, subject to certain vesting events described below. The Company and Amazon entered into the 2022 Transaction Agreement in connection with a concurrent commercial arrangement under which Amazon agreed to purchase hydrogen fuel from the Company through August 24, 2029. 1,000,000 of the Amazon Warrant Shares vested immediately upon issuance of the Amazon Warrant. 15,000,000 of the Amazon Warrant Shares will vest in multiple tranches over the 7-year term of the Amazon Warrant based on payments made to the Company directly by Amazon or its affiliates, or indirectly through third parties, with 15,000,000 of the Amazon Warrant Shares fully vesting if Amazon-related payments of $2.1 billion are made in the aggregate. The exercise price for the first 9,000,000 Amazon Warrant Shares is $22.9841 per share and the fair value on the grant date was $20.36. The exercise price for the remaining 7,000,000 Amazon Warrant Shares will be an amount per share equal to 90% of the 30-day volume weighted average share price of the Company’s common stock as of the final vesting event that results in full vesting of the first 9,000,000 Amazon Warrant Shares. The Amazon Warrant is exercisable through August 24, 2029. Upon the consummation of certain change of control transactions (as defined in the applicable warrant) prior to the vesting of at least 60% of the aggregate Amazon Warrant Shares, the Amazon Warrant will automatically vest and become exercisable with respect to an additional number of Amazon Warrant Shares such that 60% of the aggregate Amazon Warrant Shares shall have vested. If a change of control transaction is consummated after the vesting of at least 60% of the aggregate Amazon Warrant Shares, then no acceleration of vesting will occur with respect to any of the unvested Amazon Warrant Shares as a result of the transaction. The exercise price and the Amazon Warrant Shares issuable upon exercise of the Amazon Warrant are subject to customary antidilution adjustments. Upon issuance, 1,000,000 of the Amazon Warrant Shares issued pursuant to the 2022 Transaction Agreement vested. The warrant fair value associated with the vested shares of $20.4 million was capitalized to contract assets in our unaudited interim condensed 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. As of June 30, 2023 the balance of the contract asset related to tranche 1 is $19.7 million which is recorded in contract assets in the Company’s unaudited interim condensed consolidated balance sheet. As of June 30, 2023, an additional 1,000,000 of the Amazon Warrant Shares associated with tranche 2 vested. The warrant fair value associated with the vested shares was $20.4 million. The grant date fair value of tranche 3 will also be amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the term of the agreement. Because the exercise price has yet to be determined, the fair value of tranche 4 will be remeasured at each reporting period end and amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the term of the agreement. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the three months ended June 30, 2023 and 2022 was $1.5 and $0.1 million, respectively. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the six months ended June 30, 2023 and 2022 was $2.6 and $0.2 million, respectively. The assumptions used to calculate the valuations as of August 24, 2022 and June 30, 2023 are as follows: Tranches 1-3 Tranche 4 August 24, 2022 June 30, 2023 Risk-free interest rate 3.15% 3.94% Volatility 75.00% 75.00% Expected average term 7 years 4 years Exercise price $22.98 $9.35 Stock price $20.36 $10.39 Amazon Transaction Agreement in 2017 On April 4, 2017, the Company and Amazon entered into a Transaction Agreement (the “2017 Amazon Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a warrant to acquire up to 55,286,696 Amazon Warrant Shares, subject to certain vesting events described below. The Company and Amazon entered into the 2017 Amazon Transaction Agreement in connection with existing commercial agreements between the Company and Amazon with respect to the deployment of the Company’s GenKey fuel cell technology at Amazon distribution centers. The vesting of the Amazon Warrant Shares was conditioned upon payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the existing commercial agreements. At December 31, 2021, all 55,286,696 of the Amazon Warrant Shares had vested. The warrant had been exercised with respect to 34,917,912 shares and 24,704,450 shares of the Company’s common stock as of June 30, 2023 and December 31, 2022, respectively. Walmart Transaction Agreement On July 20, 2017, the Company and Walmart entered into a Transaction Agreement (the “Walmart Transaction Agreement”), pursuant to which the Company agreed to issue to Walmart a warrant (the “Walmart Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock, subject to certain vesting events (the “Walmart Warrant Shares”). The Company and Walmart entered into the Walmart Transaction Agreement in connection with existing commercial agreements between the Company and Walmart with respect to the deployment of the Company’s GenKey fuel cell technology across various Walmart distribution centers. The existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the warrant shares was conditioned upon payments made by Walmart or its affiliates (directly or indirectly through third parties) pursuant to transactions entered into after January 1, 2017 under existing commercial agreements. The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of June 30, 2023 and December 31, 2022. At June 30, 2023 and December 31, 2022, 27,643,347 of the Walmart Warrant Shares had vested. For the three months ended June 30, 2023, there was a negative provision for common stock warrants recorded as an addition to revenue of $1.5 million as compared to a provision of $2.0 million recorded as a reduction to revenue for the three months ended June 30, 2022. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the six months ended June 30, 2023 and 2022 was $11.5 million and $3.7 million, respectively. During the three and six months ended June 30, 2023 and 2022, there were no exercises with respect to the Walmart Warrant. The assumptions used to calculate the valuations of the final tranche of the Walmart Warrant as of June 30, 2023 are as follows: June 30, 2023 Risk-free interest rate 4.12% Volatility 75.00% Expected average term 3.5 years Exercise price $9.35 Stock price $10.39 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue | |
Revenue | 13. Revenue Disaggregation of revenue The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Sales of fuel cell systems $ 72,181 $ 33,411 $ 101,033 $ 70,940 Sales of hydrogen infrastructure 58,647 32,414 107,515 59,502 Sales of electrolyzers 6,966 3,675 46,998 7,734 Sales of engineered equipment 8,819 28,556 16,572 50,524 Services performed on fuel cell systems and related infrastructure 8,701 8,822 17,798 17,062 Power Purchase Agreements 16,130 11,169 24,067 21,206 Fuel delivered to customers and related equipment 17,878 14,472 28,020 27,900 Sales of cryogenic equipment and other 69,673 18,177 126,262 36,380 Other 1,187 571 2,203 822 Net revenue $ 260,182 $ 151,267 $ 470,468 $ 292,070 Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): June 30, December 31, 2023 2022 Accounts receivable $ 216,645 $ 129,450 Contract assets 124,585 104,287 Deferred revenue and contract liabilities 251,736 229,898 Contract assets primarily relate to contracts for which revenue is recognized on a straight-line basis; however, billings escalate over the life of a contract. Contract assets also include amounts recognized as revenue in advance of billings to customers, which are dependent upon the satisfaction of another performance obligation. These amounts are included in contract assets on the accompanying unaudited interim condensed consolidated balance sheets. The contract liabilities relate to the advance consideration received from customers for services that will be recognized over time (primarily fuel cell and related infrastructure services) and advance consideration received from customers prior to delivery of products. These amounts are included within deferred revenue and other contract liabilities on the unaudited interim condensed consolidated balance sheets. Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands): Contract assets June 30, December 31, 2023 2022 Transferred to receivables from contract assets recognized at the beginning of the period $ (34,966) $ (33,394) Contract assets related to warrants 6,510 26,455 Impairment (9,799) — Revenue recognized and not billed as of the end of the period 58,553 72,469 Net change in contract assets $ 20,298 $ 65,530 Deferred revenue and contract liabilities June 30, December 31, 2023 2022 Increases due to cash received, net of amounts recognized as revenue during the period $ 137,526 $ 200,347 Contract liabilities assumed as part of acquisitions — 10,011 Revenue recognized that was included in the contract liability balance as of the beginning of the period (115,688) (163,550) Net change in deferred revenue and contract liabilities $ 21,838 $ 46,808 Estimated future revenue The following table includes estimated revenue included in the backlog expected to be recognized in the future ( sales sales of electrolyzers are expected to be recognized as revenue within two years; sales services, Power Purchase Agreements (“PPAs”), and fuel five June 30, 2023 Sales of fuel cell systems $ 65,210 Sales of hydrogen installations and other infrastructure 19,311 Sales of electrolyzers 224,301 Sales of engineered equipment 19,210 Services performed on fuel cell systems and related infrastructure 124,765 Power Purchase Agreements 402,755 Fuel delivered to customers and related equipment 95,184 Sales of cryogenic equipment 120,701 Total estimated future revenue $ 1,071,437 Contract costs Contract costs consist of capitalized commission fees and other expenses related to obtaining or fulfilling a contract. Capitalized contract costs at June 30, 2023 and December 31, 2022 were $0.7 million and $0.6 million, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The Company recorded $0.9 million of an income tax benefit and $0.4 million of income tax expense for the three months ended June 30, 2023 and 2022, respectively. The Company recorded $2.2 million of income tax benefit and $9 thousand of income tax expense for the six months ended June 30, 2023 and 2022, respectively. The tax benefit for the six months ended June 30, 2023 was due to foreign income taxes. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its domestic net deferred tax assets, which remain fully reserved. The domestic net deferred tax asset generated from the Company's net operating loss has been offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforward will not be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | 15. Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. Available-for-sale securities are characterized as Level 2 assets, as their fair values are determined using observable market inputs. Equity securities are characterized as Level 1 assets, as their fair values are determined using active markets for identical assets. There were no transfers between Level 1, Level 2, or Level 3 for the three and six months ended June 30, 2023. 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, and SK Plug Hyverse. During the three and six months ended June 30, 2023, the Company contributed approximately $0.8 million and $40.9 million, respectively, to HyVia, AccionaPlug and SK Plug Hyverse. Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): As of June 30, 2023 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 120,818 $ 120,818 $ 120,818 $ — $ — Corporate bonds 149,659 149,659 — 149,659 — U.S. Treasuries 287,992 287,992 287,992 — — Equity securities 67,753 67,753 67,753 — — Liabilities Contingent consideration 119,841 119,841 — — 119,841 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 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 June 30, 2023 of $119.8 million is comprised of $71.2 million related to the acquisition of Joule, as well as $48.6 million from the Frames Holding B.V. (“Frames”) and Applied Cryo Technologies, Inc. (“Applied Cryo”) acquisitions in 2021 and the Giner ELX, Inc. and United Hydrogen Group Inc. acquisitions in 2020. In connection with the Applied Cryo 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 unaudited interim condensed consolidated balance sheet in c . In the second quarter of 2023, the Company paid out the remaining Applied Cryo earn-out, which was fully accrued as of March 31, 2023. In connection with the Frames acquisition, the Company recorded on its consolidated balance sheet a liability of $29.1 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was $30.2 million and $31.0 million as of June 30, 2023 and December 31, 2022, respectively. The change in fair value compared to December 31, 2022 was due to a decrease in the fair value of the liability balance, partially offset by a change in the foreign currency translation. The Company recorded an increase of $0.5 million and a decrease of $0.8 million for the three and six months ended June 30, 2023 in change in fair value of contingent consideration in the unaudited interim condensed consolidated statement of operations, respectively. In connection with the Giner ELX, Inc. acquisition, The fair value of this contingent consideration was $16.8 million and $14.5 million as of June 30, 2023 and December 31, 2022, respectively, and as a result, an increase of $3.5 million and was recorded in unaudited interim condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively. In connection with the acquisition The fair value of this contingent consideration was $1.7 million and $1.5 million as of June 30, 2023 and December 31, 2022, respectively, and, as a result, an increase of $0.1 million and was recorded in unaudited interim condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively. In the unaudited interim condensed consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities financial statement line item, and was comprised of the following unobservable inputs as of June 30, 2023: Financial Instrument Fair Value Valuation Technique Unobservable Input Range (weighted average) Contingent Consideration $ 75,700 Scenario based method Credit spread 14.19% - 14.20% Discount rate 18.71% - 19.67% 10,430 Monte carlo simulation Credit spread 14.20% Discount rate 19.64% Revenue volatility 38.64% 33,711 Monte carlo simulation Credit spread 14.19% Revenue volatility 25.00% Gross profit volatility 55.00% $ 119,841 In the unaudited interim condensed consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities financial statement line item, and was comprised of the following unobservable inputs as of 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 The change in the carrying amount of Level 3 liabilities for the six month period ended June 30, 2023 was as follows (in thousands): Six Months Ended June 30, 2023 Beginning balance at December 31, 2022 $ 116,165 Cash payments (2,000) Fair value adjustments 8,769 Foreign currency translation adjustment 539 Ending balance at March 31, 2023 123,473 Cash payments (11,000) Payment settled in stock (8,000) Fair value adjustments 15,308 Foreign currency translation adjustment 60 Ending balance at June 30, 2023 $ 119,841 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments | |
Investments | 16. Investments The fair values of the Company’s investments are based upon prices provided by an independent pricing service provider. Management has assessed and concluded that these prices are reasonable and has not adjusted any prices received from the independent pricing service 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 June 30, 2023 are summarized as follows (in thousands): June 30, 2023 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 153,969 $ — $ (4,310) $ 149,659 — U.S. Treasuries 298,845 — (10,853) 287,992 — Total $ 452,814 $ — $ (15,163) $ 437,651 $ — 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 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 June 30, 2023 (in thousands): June 30, 2023 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 $ — $ — $ 149,659 $ (4,310) $ 149,659 $ (4,310) U.S. Treasuries — — 287,992 (10,853) 287,992 (10,853) Total available-for-sale securities $ — $ — $ 437,651 $ (15,163) $ 437,651 $ (15,163) 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 June 30, 2023, 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 June 30, 2023 are summarized as follows (in thousands): June 30, 2023 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,257 $ — $ (2,504) $ 67,753 Total $ 70,257 $ — $ (2,504) $ 67,753 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 A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, as of June 30, 2023 and December 31, 2022 was as follows (in thousands): June 30, 2023 December 31, 2022 Amortized Fair Amortized Fair Maturity: Cost Value Cost Value Less than 12 months $ 308,430 $ 301,187 $ 1,045,120 $ 1,039,333 12 months or greater 144,384 136,464 310,494 293,610 Total $ 452,814 $ 437,651 $ 1,355,614 $ 1,332,943 Accrued interest income was $2.4 million and $3.0 million at June 30, 2023 and December 31, 2022, respectively, and included within the balance for prepaid expenses and other current assets in the unaudited interim condensed consolidated balance sheets. Equity Method Investments As of June 30, 2023 and December 31, 2022, 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 interim unaudited condensed consolidated balance sheets (amounts in thousands): As of June 30, 2023 As of December 31, 2022 Formation Common Stock Carrying Common Stock Carrying Investee Date Ownership % Value Ownership % Value HyVia Q2 2021 50% $ 22,364 50% $ 11,281 AccionaPlug S.L. Q4 2021 50% 2,547 50% 2,225 SK Plug Hyverse Q1 2022 49% 26,480 49% 8,937 $ 51,391 $ 22,443 |
Operating and Finance Lease Lia
Operating and Finance Lease Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Operating and Finance Lease Liabilities | |
Operating and Finance Lease Liabilities | 17. Operating and Finance Lease Liabilities As of June 30, 2023, the Company had operating leases, as lessee, primarily associated with sale/leaseback transactions that are partially secured by restricted cash and security deposits (see also Note 19, “Commitments and Contingencies”) as summarized below. These leases expire over the next one Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote. At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with the lessor to renew the lease at market rental rates. No residual value guarantees are contained in the leases. No financial covenants are contained within the lease; however, the lease contains customary operational covenants such as the requirement that the Company properly maintain the leased assets and carry appropriate insurance. The leases include credit support in the form of either cash, collateral or letters of credit. See Note 19, “Commitments and Contingencies” for a description of cash held as security associated with the leases. The Company has finance leases associated with its property and equipment in Latham, New York and at fueling customer locations. The fair value of this finance obligation approximated the carrying value as of June 30, 2023. Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of June 30, 2023 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2023 $ 46,031 $ 5,850 $ 51,881 2024 93,268 11,674 104,942 2025 88,561 14,591 103,152 2026 79,691 11,736 91,427 2027 65,412 8,456 73,868 2028 and thereafter 116,483 1,468 117,951 Total future minimum payments 489,446 53,775 543,221 Less imputed interest (141,212) (7,070) (148,282) Total $ 348,234 $ 46,705 $ 394,939 Rental expense for all operating leases was $23.3 million and $15.1 million for the three months ended June 30, 2023 and 2022, respectively. Rental expense for all operating leases was $45.2 million and $29.2 million for the six months ended June 30, 2023 and 2022, respectively. At June 30, 2023 and December 31, 2022, security deposits associated with sale/leaseback transactions were $7.4 million and $5.8 million, respectively, and were included in other assets in the unaudited interim condensed consolidated balance sheets. At June 30, 2023 and December 31, 2022, the right of use assets associated with finance leases was $62.7 million and $58.4 million, respectively. The accumulated depreciation for these right of use assets was $6.7 million and $4.7 million at June 30, 2023 and December 31, 2022, respectively. Other information related to the operating leases are presented in the following table: Six Months Ended Six Months Ended June 30, 2023 June 30, 2022 Cash payments (in thousands) $ 43,304 $ 27,601 Weighted average remaining lease term (years) 6.16 5.28 Weighted average discount rate 11.2% 10.8% Finance lease costs include amortization of the right of use assets (i.e., depreciation expense) and interest on lease liabilities (i.e., interest and other expense, net in the consolidated statement of operations), and were $1.1 million and $0.8 million for the three months ended June 30, 2023, respectively, and were $2.2 million and $1.5 million for the six months ended June 30, 2023, respectively. |
Finance Obligation
Finance Obligation | 6 Months Ended |
Jun. 30, 2023 | |
Finance Obligation | |
Finance Obligation | 18. Finance Obligation The Company has sold future services to be performed associated with certain sale/leaseback transactions and recorded the balance as a finance obligation. The outstanding balance of this obligation at June 30, 2023 was $358.7 million, $71.9 million and $286.8 million of which was classified as short-term and long-term, respectively, on the accompanying unaudited interim condensed consolidated balance sheet. The outstanding balance of this obligation at December 31, 2022 was $312.1 million, $55.4 million and $256.6 million of which was classified as short-term and long-term, respectively. The amount is amortized using the effective interest method. Interest expense recorded related to finance obligations for the three months ended June 30, 2023 and 2022 was $9.8 million and $6.9 million, respectively. Interest expense recorded related to finance obligations for the six months ended June 30, 2023 and 2022 was $19.0 million and $13.6 million, respectively. The fair value of this finance obligation approximated the carrying value as of June 30, 2023 and December 31, 2022. In prior periods, the Company entered into sale/leaseback transactions that were accounted for as financing transactions and reported as part of finance obligations. The outstanding balance of finance obligations related to sale/leaseback transactions at June 30, 2023 was $18.2 million, $14.7 million and $3.5 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet. The outstanding balance of this obligation at December 31, 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 sheets. The fair value of this finance obligation approximated the carrying value as of June 30, 2023 and December 31, 2022. Future minimum payments under finance obligations notes above as of June 30, 2023 were as follows (in thousands): Total Sale of future Sale/leaseback Finance revenue - debt financings Obligations Remainder of 2023 $ 52,279 $ 2,450 $ 54,729 2024 104,558 10,793 115,351 2025 99,301 1,890 101,191 2026 82,578 1,890 84,468 2027 66,007 1,890 67,897 2028 and thereafter 64,736 2,347 67,083 Total future minimum payments 469,459 21,260 490,719 Less imputed interest (110,800) (3,110) (113,910) Total $ 358,659 $ 18,150 $ 376,809 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 19. Commitments and Contingencies Restricted Cash In connection with certain of the above noted sale/leaseback agreements, cash of $479.7 million and $383.7 million was required to be restricted as security as of June 30, 2023 and December 31, 2022, respectively, which restricted cash will be released over the lease term. As of June 30, 2023 and December 31, 2022, the Company also had certain letters of credit backed by security deposits totaling $409.9 million and $379.6 million, respectively, of which $387.4 million and $354.0 million are security for the above noted sale/leaseback agreements, respectively, and $22.5 million and $25.6 million are customs related letters of credit, respectively. As of both June 30, 2023 and December 31, 2022, the Company had $75.5 million held in escrow related to the construction of certain hydrogen plants. The Company also had $1.2 million and $1.2 million of consideration held by our paying agent in connection with each of the Joule and CIS acquisitions, respectively, reported as restricted cash as of June 30, 2023, with a corresponding accrued liability on the Company’s unaudited interim condensed consolidated balance sheet. Additionally, the Company had $6.4 million and $10.8 million in restricted cash as collateral resulting from the Frames acquisition as of June 30, 2023 and December 31, 2022, 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. As previously disclosed, several actions were filed in the U.S. District Courts for the Southern District of New York and for the Central District of California asserting claims under the federal securities laws against the Company and two of its senior officers, Mr. Marsh and Mr. Middleton. On July 22, 2021, the court consolidated those actions into In re Plug Power, Inc. Securities Litigation, No. 1:21-cv-2004, pending in the U.S. District Court for the Southern District of New York (the “Securities Action”) and appointed a lead plaintiff. On October 6, 2021, lead plaintiff filed a consolidated amended complaint asserting claims on behalf of a putative class composed of all persons who purchased or otherwise acquired the Company’s securities between November 9, 2020 and March 16, 2021 (the “Amended Complaint”). The Amended Complaint asserted a claim against all defendants for alleged violations of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b5 promulgated thereunder and a claim under Section 20(a) of the Exchange Act against Mr. Marsh and Mr. Middleton as alleged controlling persons. The Amended Complaint alleged that defendants made “materially false” statements concerning (1) adjusted EBITDA; (2) fuel delivery and research and development expenses; (3) costs related to provision for loss contracts; (4) gross losses; and (5) the effectiveness of internal controls and procedures (the “accounting-related statements”), and that these alleged misstatements caused losses and damages for members of the alleged class. On December 6, 2021, defendants filed a motion to dismiss the Amended Complaint. In an opinion and order entered on September 29, 2022, the court granted defendants’ motion to dismiss the Amended Complaint in its entirety but permitted the lead plaintiff to further amend the complaint. On November 21, 2022, the lead plaintiff filed a second amended complaint purporting to assert claims under the same provisions against the same defendants on behalf of the same alleged class of purchasers of the Company’s securities (the “Second Amended Complaint”). The Second Amended Complaint largely repeated the allegations in the Amended Complaint but, in addition, alleged that various public statements during the alleged class period were false or misleading because they allegedly failed to disclose the status of discussions and considerations relating to warrants to purchase the Company’s common stock that were granted to a customer in connection with a commercial agreement. The defendants filed a motion to dismiss the Second Amended Complaint in its entirety on January 12, 2023. On March 31, 2021, Junwei Liu, an alleged Company stockholder, derivatively and on behalf of nominal defendant Plug, filed a complaint in the U.S. District Court for the Southern District of New York against certain Company directors and officers (the “Derivative Defendants”), captioned Liu v. Marsh et al., Case No. 1:21-cv-02753 (S.D.N.Y.) (the “Liu Derivative Complaint”). The Liu Derivative Complaint alleges that, between November 9, 2020 and March 1, 2021, the Derivative Defendants “made, or caused the Company to make, materially false and misleading statements concerning Plug Power’s business, operations, and prospects” by “issu[ing] positive financial information and optimistic guidance, and made assurances that the Company’s internal controls were effective,” when, “[i]n reality, the Company’s internal controls suffered from material deficiencies that rendered them ineffective.” The Liu Derivative Complaint asserts claims for (1) breach of fiduciary duties, (2) unjust enrichment, (3) abuse of control, (4) gross mismanagement, (5) waste of corporate assets, and (6) contribution under Sections 10(b) and 21D of the Exchange Act (as to the named officer defendants). The Liu Derivative Complaint seeks a judgment “[d]eclaring that Plaintiff may maintain this action on behalf of Plug”; “[d]eclaring that the [Derivative] Defendants have breached and/or aided and abetted the breach of their fiduciary duties”; “awarding to Plug Power the damages sustained by it as a result of the violations” set forth in the Liu Derivative Complaint, “together with pre-judgment and post-judgment interest thereon”; “[d]irecting Plug Power and the [Derivative] Defendants to take all necessary actions to reform and improve Plug Power’s corporate governance and internal procedures to comply with applicable laws”; and “[a]warding Plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees, costs, and expenses”; and “[s]uch other and further relief as the [c]ourt may deem just and proper.” On April 5, 2021, alleged Company stockholders Elias Levy and Camerohn X. Withers, derivatively and on behalf of nominal defendant Plug, filed a complaint in the U.S. District Court for the Southern District of New York against the Derivative Defendants named in the Liu Derivative Complaint, captioned Levy et al. v. McNamee et al., Case No. 1:21-cv-02891 (S.D.N.Y.) (the “Levy Derivative Complaint”). The Levy Derivative Complaint alleges that, from November 9, 2020 to April 5, 2021, the Derivative Defendants “breached their duties of loyalty and good faith” by failing to disclose “(1) that the Company would be unable to timely file its 2020 annual report due to delays related to the review of classification of certain costs and the recoverability of the right to use assets with certain leases; (2) that the Company was reasonably likely to report material weaknesses in its internal control over financial reporting; and (3) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.” The Levy Derivative Complaint asserts claims for (1) breach of fiduciary duty (as to the named director defendants), (2) unjust enrichment (as to certain named director defendants), (3) waste of corporate assets (as to the named director defendants), and (4) violations of Sections 10(b) and 21D of the Exchange Act (as to the named officer defendants). The Levy Derivative Complaint seeks a judgment “declaring that Plaintiffs may maintain this action on behalf of the Company”; finding the Derivative Defendants “liable for breaching their fiduciary duties owed to the Company”; directing the Derivative Defendants “to take all necessary actions to reform and improve the Company’s corporate governance, risk management, and internal operating procedures to comply with applicable laws”; “awarding damages to the Company for the harm the Company suffered as a result of Defendants’ wrongful conduct”; “awarding damages to the Company for [the named officer Derivative Defendants’] violations of Sections 10(b) and 21D of the Exchange Act”; “awarding Plaintiffs the costs and disbursements of this action, including attorneys’, accountants’, and experts’ fees”; and “awarding such other and further relief as is just and equitable.” The Liu Derivative Complaint and the Levy Derivative Complaint have been consolidated in In re Plug Power Derivative Litigation, Lead Case No. 1:21-cv-02753-ER and, by stipulation approved by the Court, the cases have been stayed pending the resolution of the motion to dismiss in the Securities Class action. On May 13, 2021, alleged Company stockholder Romario St. Clair, derivatively and on behalf of nominal defendant Plug, filed a complaint in the Supreme Court of the State of New York, County of New York against the derivative defendants named in the Liu derivative Complaint, captioned St. Clair v. Plug Power Inc. et al., Index No. 653167/2021 (N.Y. Sup. Ct., N.Y. Cty.) (the “St. Clair Derivative Complaint”). The St. Clair derivative Complaint alleges that, for approximately two years from March 13, 2019 onwards, the company made a number of improper statements that “failed to disclose and misrepresented the following material, adverse facts, which the [derivative] defendants knew, consciously disregarded, or were reckless in not knowing”, including: “(a) that the Company was experiencing known but undisclosed material weaknesses in its internal controls over financial reporting; (b) the Company was overstating the carrying amount of certain right of use assets and finance obligations associated with leases; (c) the Company was understating its loss accrual on certain service contracts; (d) the Company would need to take impairment charges relating to certain long-lived assets; (e) the Company was improperly classifying research and development costs versus costs of goods sold; and (f) the Company would be unable to file its annual Report for the 2020 fiscal year due to these errors.” The St. Clair Derivative Complaint asserts claims for (1) breach of fiduciary and (2) unjust enrichment. The St. Clair Derivative Complaint seeks a judgment “for the amount of damages sustained by the Company as a result of the defendants’ breaches of fiduciary duties and unjust enrichment”; “[d]irecting Plug Power to take all necessary actions to reform and improve its corporate governance and internal procedures to comply with applicable laws”;“[e]xtraordinary equitable and/or injunctive relief as permitted by law, equity, and state statutory provisions”; [a]warding to Plug Power restitution from defendants, and each of them, and ordering disgorgement of all profits, benefits, and other compensation obtained by the defendants”; [a]warding to plaintiff the costs and disbursements of the action, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses”; and “[g]ranting such other and further relief as the [c]ourt deems just and proper.” By stipulation approved by the Court, the case has been stayed pending the resolution of the motion to dismiss in the Securities Class action. On June 13, 2022, alleged Company stockholder Donna Max, derivatively on behalf of the Company as nominal defendant, filed a complaint in the United States District Court for the District of Delaware against the derivative defendants named in the Liu Derivative Complaint, captioned Max v. Marsh, et. al., Case No. 1:22-cv-00781 (D. Del.) (the “Max Derivative Complaint”). The Max Derivative Complaint alleges that, for the years 2018, 2019 and 2020, the defendants did not “assure that a reliable system of financial controls was in place and functioning effectively”; “failed to disclose errors in the Company's accounting primarily relating to (i) the reported book value of right of use assets and related finance obligations, (ii) loss accruals for certain service contracts, (iii) the impairment of certain long-lived assets, and (iv) the classification of certain expenses previously included in research and development costs”; and that certain defendants traded Company stock at “artificially inflated stock prices.” The Max Derivative Complaint asserts claims for (1) breach of fiduciary against all defendants; (2) breach of fiduciary duty for insider trading against certain defendants; and (3) contribution under Sections 10(b) and 21D of the Exchange Act against certain defendants. The Max Derivative Complaint seeks an award “for the damages sustained by [the Company]” and related relief. By stipulation approved by the Court, the case has been stayed pending the resolution of the motion to dismiss in the Securities Action. On June 29, 2022, alleged Company stockholder Abbas Khambati, derivatively on behalf of the Company as nominal defendant, filed a complaint in the Court of Chancery in the State of Delaware against the derivative defendants named in the Liu Derivative Complaint and Gerard A. Conway, Jr. and Keith Schmid, captioned Khambati v. McNamee, et. al., C.A. No. 2022-05691 (Del. Ch.) (the “Khambati Derivative Complaint”). The Khambati Derivative Complaint alleges that the defendants “deceive[d] the investing public, including stockholders of Plug Power, regarding the Individual Defendants’ management of Plug Power’s operations and the Company’s compliance with the SEC's accounting rules”; “facilitate[d” certain defendants’ sales of “their personally held shares while in possession of material, nonpublic information”; and “enhance[d] the Individual Defendants’ executive and directorial positions at Plug Power and the profits, power, and prestige that the Individual Defendants enjoyed as a result of holding these positions.” The Khambati Derivative Complaint asserts claims for (1) breach of fiduciary; and (2) disgorgement and unjust enrichment. The Khambati Derivative Complaint seeks an award “for the damages sustained by [the Company] as a result of the breaches” alleged or “disgorgement or restitution”; “disgorgement of insider trading profits” and “all profits, benefits and other compensation obtained by [defendants’] insider trading and further profits flowing therefrom”; an order “[d]irecting the Company to take all necessary actions to reform and improve its corporate governance and internal procedures”; and related relief. On July 19, 2022, alleged Company stockholder Anne D. Graziano, as Trustee of the Anne D. Graziano Revocable Living Trust, derivatively on behalf of the Company as nominal defendant, filed a complaint in the Court of Chancery in the State of Delaware against the derivative defendants named in the Khambati Derivative Complaint, captioned Graziano v. Marsh, et. al., C.A. No. 2022-0629 (Del. Ch.) (the “Graziano Derivative Complaint”). The Graziano Derivative Complaint alleges that the director defendants (i) “either knowingly or recklessly issued or caused the Company to issue the materially false and misleading statements” concerning “certain critical accounting issues”; (ii) “willfully ignored, or recklessly failed to inform themselves of, the obvious problems with the Company’s internal controls, practices, and procedures, and failed to make a good faith effort to correct the problems or prevent their recurrence”; (iii) the members of the Audit Committee failed “to prevent, correct, or inform the Board of the issuance of material misstatements and omissions regarding critical accounting issues and the adequacy of the Company’s internal controls”; (iv) “received payments, benefits, stock options, and other emoluments by virtue of their membership on the Board and their control of the Company”; (v) violated the Company’s Code of Conduct because they knowingly or recklessly engaged in and participated in making and/or causing the Company to make the materially false and misleading statements; and (vi) certain defendants “sold large amounts of Company stock while it was trading at artificially inflated prices.” The Graziano Derivative Complaint asserts claims for (1) breach of fiduciary; (2) breach of fiduciary duty against certain defendants for insider trading; (3) unjust enrichment; (4) aiding and abetting breach of fiduciary duty; and (5) waste of corporate assets. The Graziano Derivative Complaint seeks an award of “the amount of damages sustained by the Company”; seeks an order “[d]irecting Plug Power to take all necessary actions to reform and improve its corporate governance and internal procedures to comply with applicable laws and to protect Plug Power and its stockholders from a repeat of the damaging events described herein”; and related relief. The parties to the Graziano Derivative Complaint and Khambati Derivative Complaint have been consolidated in In re Plug Power, Inc. Stockholder Derivative Litigation, Consolidated C.A. No. 2022-0569 and, by stipulation approved by the court, the cases have been stayed pending the resolution of the motion to dismiss in the Securities Action. On April 12, 2023, an action was filed in the U.S. District Court for the District of Delaware asserting claims under the federal securities laws against the Company and four of its senior officers, Mr. Marsh, Mr. Middleton, Mr. Mindnich, and Mr. Hull. The complaint asserts claims on behalf of a putative class composed of all persons who purchased or otherwise acquired the Company’s securities between August 9, 2022 and March 1, 2023. The complaint asserted a claim against all defendants for alleged violations of Section 10(b) of the Exchange Act and Rule 10b5 promulgated thereunder and a claim under Section 20(a) of the Exchange Act against Mr. Marsh, Mr. Middleton, Mr. Mindnich, and Mr. Hull as alleged controlling persons. The complaint alleged that defendants made “materially false and/or misleading statements” about the Company’s business and operations, including that “the Company was unable to effectively manage its supply chain and product manufacturing, resulting in reduced revenues and margins, increased inventory levels, and several large deals being delayed until at least 2023, among other issues.” On May 25, 2023, a second action was filed in the U.S. District Court for the District of Delaware, also asserting claims under the federal securities laws against the Company, Mr. Marsh, Mr. Middleton, Mr. Mindnich, and Mr. Hull. On June 29, 2023, the court consolidated these actions into In re Plug Power, Inc. Securities Litigation, No. 1:23-cv-00576-MN, pending in the U.S. District Court for the District of Delaware and appointed a lead plaintiff. Under a stipulated schedule approved by the court, a consolidated amended complaint shall be filed by September 11, 2023 and the time for all defendants to respond is extended through and including November 13, 2023. As previously disclosed, two lawsuits were filed against the Company and other companies in the 9th District Court, Rapides Parish, Louisiana, arising from the previously disclosed May 2018 accident involving a forklift powered by the Company's fuel cell at a Procter & Gamble facility in Louisiana. Additional defendants included Structural Composite Industries, Deep South Equipment Company, Air Products and Chemicals Inc., Hyster-Yale Group. Westport Industries and Quality Thermistor, Inc. The first suit, Lott, et al v. Plug Power, et al, was filed by a number of individual plaintiffs alleging personal injury claims. Procter & Gamble intervened in that suit to recover workers compensation benefits paid to or for the employees/dependents. Procter & Gamble filed a separate suit for property damage, business interruption. The Company aggressively defended both lawsuits. The Lott case was settled in April 2022 on terms that were extremely favorable for the company. The separate P&G suit was recently settled and the dismissal has been filed, also on terms that are extremely favorable for the Company. Both settlements are funded by the Company's commercial liability insurer, and the amounts are substantially below the policy limits. On May 2, 2023, a lawsuit entitled Jacob Thomas and JTurbo Engineering & Technology, LLC v. Joule Processing, LLC and Plug Power Inc., Case No. 4:23-cv-01615, was filed in the United States District Court for the Southern District of Texas against the Company. The complaint alleges misappropriation of trade secrets under both the federal Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836, and the Texas Uniform Trade Secrets Act, three breach of contract claims, and four common law claims under Texas law. On July 28, 2023, Joule Processing, LLC and Plug Power Inc. filed a partial motion to dismiss. On May 10, 2023, an action entitled Ringling v. Plug Power, Inc., et al, Case No. 1:23-cv-572, was filed in the U.S. District Court for the Northern District of New York asserting claims pursuant to 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, and the New York State Human Rights Law against the Company, Tom Rourke, individually, and/or Tom O’Grady, individually. The complaint asserts that the plaintiff is seeking damages to redress injuries suffered as a result of harassment and discrimination on the basis of his race, together with creating a hostile work environment, failure to promote, retaliation, and constructive discharge. Plug disagrees with plaintiff’s representations about his time at Plug and intends to vigorously defend against his allegations. On June 12, 2023, an action was filed in the U.S. District Court for the Northern District of New York asserting claims under the federal securities laws against the Company and four of its senior officers, Mr. Marsh, Mr. Middleton, Mr. Mindnich, and Mr. Hull. The complaint asserts claims on behalf of a putative class composed of all persons who purchased or otherwise acquired the Company’s securities between August 9, 2022 and March 1, 2023. The complaint asserted a claim against all defendants for alleged violations of Section 10(b) of the Exchange Act and Rule 10b5 promulgated thereunder and a claim under Section 20(a) of the Exchange Act against Mr. Marsh, Mr. Middleton, Mr. Mindnich, and Mr. Hull as alleged controlling persons. The complaint alleged that defendants made “materially false and misleading” statements, “and failed to disclose material adverse facts,” about the Company’s business and operations, including that “the Company was unable to effectively manage its supply chain and product manufacturing, resulting in reduced revenues and margins, increased inventory levels, and several large deals being delayed until at least 2023, among other issues.” On June 27, 2023, the plaintiff filed a Notice of Voluntary Dismissal Without Prejudice against all defendants. On July 24, 2023, an action entitled Felton v. Plug Power, Inc., Case No. 1:23-cv-887, was filed in the U.S. District Court for the Northern District of New York asserting claims against the Company pursuant to the New York State Human Rights Law. The complaint asserts that the plaintiff is seeking damages to redress injuries suffered as a result of harassment and discrimination on the basis of his race, together with creating a hostile work environment, and retaliation. Plug disagrees with plaintiff’s representations about his time at Plug and intends to vigorously defend against his allegations . Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable and marketable securities. Cash and restricted cash are maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $0.3 million. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s available-for-sale securities consists primarily of investments in U.S. Treasury securities and short-term high credit quality corporate debt securities. Equity securities are comprised of fixed income and equity market index mutual funds. Concentrations of credit risk with respect to receivables exist due to the limited number of select customers with whom the Company has commercial sales arrangements. To mitigate credit risk, the Company performs appropriate evaluation of a prospective customer’s financial condition. At June 30, 2023, two customers comprised 33.7% of the total accounts receivable balance. At December 31, 2022, one customer comprised approximately 24.9% of the total accounts receivable balance. For purposes of assigning a customer to a sale/leaseback transaction completed with a financial institution, the Company considers the end user of the assets to be the ultimate customer. For the three and six months ended June 30, 2023, 63.0% and 41.9% of total consolidated revenues were associated with two customers, respectively. For the three and six months ended June 30, 2022, 38.0% and 35.5% of total consolidated revenues were associated with two customers, respectively. Guarantee On May 30, 2023, HyVia entered into a government grant agreement with Bpifrance. As part of the agreement, our wholly-owned subsidiary, Plug Power France, was required to issue a guarantee to Bpifrance in the amount of €20 million through the end of January 2027. Plug Power France is liable to the extent of the guarantee for sums due to Bpifrance from HyVia under the agreement based on the difference between the total amount paid by Bpifrance and the final amount certified by HyVia and Bpifrance. As part of the agreement, there are certain milestones that HyVia is required to meet, and the non-performance of these milestones or termination of this agreement could result in this guarantee being called upon. As of June 30, 2023, no payments related to this guarantee have been made by the Company, and Plug Power France did not record a liability for this guarantee as the likelihood of the guarantee being called upon as of June 30, 2023 is remote . Unconditional purchase obligations The Company has entered into certain off–balance sheet commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of supplier arrangements, take or pay contracts and service agreements. For certain vendors, the Company’s unconditional obligation to purchase a minimum quantity of raw materials at an agreed upon price is fixed and determinable; while certain other raw material costs will vary due to product forecasting and future economic conditions. Future payments under non-cancelable unconditional purchase obligations with a remaining term in excess of one year as of June 30, 2023, are as follows (in thousands): S Remainder of 2023 $ 26,354 2024 43,811 2025 8,023 2026 8,023 2027 2,638 2028 and thereafter — Total $ 88,849 |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2023 | |
Employee Benefit Plans | |
Employee Benefit Plans | 20. Employee Benefit Plans 2011 and 2021 Stock Option and Incentive Plan The Company has issued stock-based awards to employees and members of its Board of Directors (the “Board”) consisting of stock options and restricted stock and restricted stock unit awards. The Company accounts for all stock-based awards to employees and members of the Board as compensation costs in the consolidated financial statements based on their fair values measured as of the date of grant. These costs are recognized over the requisite service period. Stock-based compensation costs recognized, excluding the Company’s matching contributions of $3.0 million to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were $36.9 million and $42.6 million for the three months ended June 30, 2023 and June 30, 2022, respectively. Stock-based compensation costs recognized, excluding the Company’s matching contributions of $6.0 million to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were $77.0 million and $83.5 million for the six months ended June 30, 2023 and June 30, 2022, respectively. The methods and assumptions used in the determination of the fair value of stock-based awards are consistent with those described in our 2022 Form 10-K. The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Cost of sales $ 2,439 $ 1,268 $ 5,116 $ 3,144 Research and development 1,765 857 4,047 2,579 Selling, general and administrative 32,657 40,428 67,886 77,776 $ 36,861 $ 42,553 $ 77,049 $ 83,499 Option Awards The Company issues options that are time and performance-based awards. All option awards are determined to be classified as equity awards. Service Stock Options Awards The following table reflects the service stock option activity for the six months ended June 30, 2023: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2022 $ 12,078,269 $ 14.34 $ 7.57 $ 42,835 Granted 471,593 9.94 Exercised (186,437) 3.93 Forfeited (467,033) 24.74 Options outstanding at June 30, 2023 $ 11,896,392 $ 13.92 $ 7.17 $ 33,238 Options exercisable at June 30, 2023 6,963,514 10.09 6.10 32,391 Options unvested at June 30, 2023 $ 4,932,878 $ 19.33 $ 8.66 $ 847 The weighted average grant date fair value of the service stock options granted during the six months ended June 30, 2023 and 2022 was $6.76 and $15.68, respectively. The total intrinsic fair value of service stock options exercised during the six months ended June 30, 2023 and 2022 was $1.8 million and $4.1 million, respectively. The total fair value of the service stock options that vested during the six months ended June 30, 2023 and 2022 was approximately $9.8 million and $6.2 million, respectively. Compensation cost associated with service stock options represented approximately $6.9 million and $6.5 million of the total share-based payment expense recorded for the three months ended June 30, 2023 and 2022, respectively. Compensation cost associated with service stock options represented approximately $15.2 million and $12.4 million of the total share-based payment expense recorded for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, there was approximately $40.7 million of unrecognized compensation cost related to service stock option awards to be recognized over the weighted average remaining period of 1.84 years. Performance Stock Option Awards In May 2023, the Compensation Committee approved the grant of performance stock options to the Company’s Chief Executive Officer and certain other executive officers. These performance stock options are subject to both performance based conditions, tied to the achievement of stock price hurdles, and time-based vesting; therefore, a Monte Carlo Simulation was utilized to determine the grant date fair value with the associated expense recognized over the requisite service period. Up to one There will be no interpolation for the performance stock option granted on May 18, 2023 if the VWAP falls between any two stock price hurdles, unless in the event of a change in control. For the Chief Executive Officer and executive officers, 33.33% of the performance stock options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals $9.84; an additional 33.33% of the options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals $11.81; and the remaining 33.34% of the options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals or exceeds $13.77. Failure to achieve any of the stock price hurdles applicable to a performance stock option during the three-year performance period will result in the applicable options not becoming exercisable. The performance-based stock options have a maximum term of seven years from the grant date. Key inputs and assumptions used to estimate the fair value of performance stock options include the grant price of the awards, the expected option term, VWAP hurdle rates, volatility of the Company’s stock, an appropriate risk-free rate, and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. The following table presents key assumptions used to estimate the fair value of the performance stock option awards granted in 2023: Six Months Ended June 30, 2023 Remaining VWAP performance period (years) 3 Risk-free interest rate 3.60% Expected volatility 75.00% Closing stock price on grant date $ 7.87 The following table reflects the performance stock option award activity for the six months ended June 30, 2023. Solely for the purposes of this table, the number of performance options is based on participants earning the maximum number of performance options (i.e. 200% of the target number of performance options): Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2022 15,520,000 $ 26.87 5.81 $ — Granted 6,405,000 7.87 6.88 — Options outstanding at June 30, 2023 21,925,000 $ 21.32 5.78 $ — Options exercisable at June 30, 2023 1,391,000 26.92 5.23 — Options unvested at June 30, 2023 20,534,000 $ 20.94 5.81 $ — There were 6,405,000 performance stock options granted during the six months ended June 30, 2023, compared to no performance stock options granted during the six months ended June 30, 2022. There were no performance stock options exercised during the six months ended June 30, 2023 or 2022. There were no performance stock options that vested during the six months ended June 30, 2023 or 2022. As of June 30, 2023, there were 2,782,000 unvested stock options for which the employee requisite service period had not been rendered but were expected to vest. The aggregate intrinsic value of these unvested stock options was $0 as of June 30, 2023. The weighted average remaining contractual term of these unvested stock options was 5.81 years as of June 30, 2023. Compensation cost associated with performance stock options represented approximately $17.9 million and $25.3 million of the total share-based payment expense recorded for the three months ended June 30, 2023 and 2022, respectively. Compensation costs associated with performance stock options represented approximately $35.3 million and $50.4 million of the total share-based payment expense recorded for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, there was approximately $62.9 million of unrecognized compensation cost related to performance stock option awards to be recognized over the weighted average remaining period of 1.90 years. Restricted Common Stock and Restricted Stock Unit Awards The Company recorded expense associated with its restricted common stock and restricted stock unit awards of approximately $12.0 million and $10.9 million for the three months ended June 30, 2023 and 2022, respectively. The Company recorded expense associated with its restricted common stock and restricted stock unit awards of approximately $26.6 million and $20.7 million for the six months ended June 30, 2023 and 2022, respectively. Additionally, as of June 30, 2023, there was $73.7 million of unrecognized compensation cost related to restricted stock and restricted common stock unit awards to be recognized over the weighted average period of 1.85 years. A summary of restricted stock and restricted stock unit activity for the six months ended June 30, 2023 is as follows (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted common stock and restricted stock units at December 31, 2022 6,276,376 $ 21.56 $ 77,639 Granted 388,693 10.42 — Vested (561,915) 29.96 — Forfeited (573,323) 24.43 — Unvested restricted common stock and restricted stock units at June 30, 2023 5,529,831 $ 19.62 $ 57,455 The weighted average grant-date fair value of the restricted common stock and restricted stock unit awards granted during the six months ended June 30, 2023 and 2022 was $10.42 and $24.30, respectively. The total fair value of restricted shares of common stock and restricted stock unit awards that vested for the six months ended June 30, 2023 and 2022 was $16.8 million and $8.9 million, respectively. 401(k) Savings & Retirement Plan The Company issued 547,174 shares of common stock and 201,180 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the six months ended June 30, 2023 and 2022, respectively. The Company’s expense for this plan was approximately $3.0 million and $2.0 million for the three months ended June 30, 2023 and 2022, respectively. The Company’s expense for this plan was approximately $6.0 million and $4.3 million for the six months ended June 30, 2023 and 2022, respectively. Non-Employee Director Compensation The Company granted 11,466 shares of common stock and 6,650 shares of common stock to non-employee directors as compensation for the three months ended June 30, 2023 and 2022, respectively. The Company granted 21,782 shares of common stock and 9,940 shares of common stock to non-employee directors as compensation for the six months ended June 30, 2023 and 2022, respectively. All common stock issued is fully vested at the time of issuance and is valued at fair value on the date of issuance. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $0.1 million and $0.1 million for the three months ended June 30, 2023 and 2022, respectively. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $0.2 million for each of the six months ended June 30, 2023 and 2022, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses | |
Accrued Expenses | 21. Accrued Expenses Accrued expenses at June 30, 2023 and December 31, 2022 consisted of (in thousands): June 30, December 31, 2023 2022 Accrued payroll and compensation related costs $ 25,396 $ 18,231 Accrual for capital expenditures 63,815 53,089 Accrued accounts payable 61,451 53,899 Accrued sales and other taxes 11,744 15,112 Accrued interest 414 421 Accrued other 3,495 15,678 Total $ 166,315 $ 156,430 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting | |
Segment Reporting | 22. Segment Reporting Our organization is managed from a sales perspective on the basis of “go-to-market” sales channels, emphasizing shared learning across end user applications and common supplier/vendor relationships. These sales channels are structured to serve a range of customers for our products and services. As a result of this structure, we concluded that we have one operating and reportable The revenue and long-lived assets based on geographic location are as follows: Revenues Revenues Long-Lived Assets as of Three Months Ended Six Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 June 30, 2023 December 31, 2022 North America $ 235,521 $ 115,213 $ 397,327 $ 228,194 $ 1,591,074 $ 1,209,900 Europe 12,143 15,404 52,259 30,326 27,546 13,215 Asia 5,998 17,115 9,280 27,288 — — Other 6,520 3,535 11,602 6,262 — — Total $ 260,182 $ 151,267 $ 470,468 $ 292,070 $ 1,618,620 $ 1,223,115 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 23. Subsequent Events We have evaluated events as of August 9, 2023 and have not identified any subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint venture with Renault SAS (“Renault”) named HyVia SAS, a French société par actions simplifiée (“HyVia”), AccionaPlug S.L. (“AccionaPlug”), and SK Plug Hyverse Co., Ltd. (“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 and SK Plug Hyverse. Additionally, we consolidate the results of our joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin Corporation (“Olin”), named “Hidrogenii”. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2022 has been derived from the Company’s December 31, 2022 audited consolidated financial statements. The unaudited interim condensed consolidated financial statements contained herein should be read in conjunction with our 2022 Form 10-K . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Guidance Other than the adoption of the accounting guidance mentioned i n our 2022 Form 10-K, Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of June 30, 2023 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 | 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 | 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 |
Extended Maintenance Contracts
Extended Maintenance Contracts (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Extended Maintenance Contracts | |
Schedule of accrual for loss contracts | Six Months Year Ended Ended June 30, 2023 December 31, 2022 Beginning balance $ 81,066 $ 89,773 Provision for loss accrual 13,721 23,295 Releases to service cost of sales (13,364) (35,446) Increase to loss accrual related to customer warrants 499 3,506 Foreign currency translation adjustment 13 (62) Ending balance $ 81,935 $ 81,066 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share | |
Schedule of potential dilutive common shares | At June 30, 2023 2022 Stock options outstanding (1) 33,821,392 24,184,619 Restricted stock and restricted stock units outstanding (2) 5,529,831 5,616,280 Common stock warrants (3) 78,561,263 80,017,181 Convertible Senior Notes (4) 39,170,766 39,170,766 Number of dilutive potential shares of common stock 157,083,252 148,988,846 (1) During the three months ended June 30, 2023 and 2022, the Company granted options for 6,782,043 and 308,351 shares of common stock, respectively. During the six months ended June 30, 2023 and 2022, the Company granted options for 6,876,593 and 759,851 shares of common stock, respectively. (2) During the three months ended June 30, 2023 and 2022, the Company granted 294,143 and 323,991 shares of restricted stock and restricted stock units, respectively. During the six months ended June 30, 2023 and 2022, the Company granted 388,693 and 1,126,491 shares of restricted stock and restricted stock units, 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.com, Inc. (“Amazon”), subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had not been exercised as of June 30, 2023. In April 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 34,917,912 and 17,461,994 shares of the Company’s common stock as of June 30, 2023 and 2022, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Walmart, Inc. (“Walmart”), subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of June 30, 2023 and 2022, respectively. (4) In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023 (the “ 5.5% Convertible Senior Notes”). In May 2020, the Company repurchased $66.3 million of the 5.5% Convertible Senior Notes and in the fourth quarter of 2020, $33.5 million of the 5.5% Convertible Senior Notes were converted into approximately 14.6 million shares of common stock. The remaining $0.2 million aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock in January 2021. In May 2020, the Company issued $212.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes due 2025 (the “ 3.75% Convertible Senior Notes’). There were no conversions for the three and six months ended June 30, 2023 and 2022. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory | |
Schedule of Inventory | Inventory as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands): June 30, December 31, 2023 2022 Raw materials and supplies - production locations $ 562,357 $ 450,432 Raw materials and supplies - customer locations 19,144 18,860 Work-in-process 190,051 112,231 Finished goods 132,736 64,113 Inventory $ 904,288 $ 645,636 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment | |
Schedule of Property plant and equipment | Property, plant and equipment at June 30, 2023 and December 31, 2022 consisted of the following (in thousands): June 30, 2023 December 31, 2022 Land $ 6,193 $ 1,772 Construction in progress 821,349 575,141 Building and leasehold improvements 47,193 21,363 Software, machinery, and equipment 247,991 169,633 Property, plant, and equipment 1,122,726 767,909 Less: accumulated depreciation (60,916) (48,116) Property, plant, and equipment, net $ 1,061,810 $ 719,793 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 14 years $ 104,406 (16,675) $ 87,731 Dry stack electrolyzer technology 10 years 29,000 (3,867) 25,133 Customer relationships, trade name and other 13 years 103,449 (17,230) 86,219 $ 236,855 $ (37,772) $ 199,083 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2022 were 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, trade name and other 13 years 102,521 (12,846) 89,675 $ 235,742 $ (28,017) $ 207,725 |
Schedule of future amortization of intangible assets | The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2023 $ 9,569 2024 19,076 2025 18,300 2026 16,707 2027 16,699 2028 and thereafter 118,732 Total $ 199,083 |
Schedule of changes in the carrying amount of goodwill | The change in the carrying amount of goodwill for the six months ended June 30, 2023 was as follows (in thousands): Beginning balance at December 31, 2022 $ 248,607 Foreign currency translation adjustment 1,358 Ending balance at June 30, 2023 $ 249,965 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Long-Term Debt | |
Schedule of long term debt | December 31, 2023 $ 600 December 31, 2024 3,357 December 31, 2025 1,200 December 31, 2026 900 Total outstanding principal $ 6,057 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) - 3.75% Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2023 | |
Debt Instrument [Line Items] | |
Schedule of Convertible Senior Notes | The 3.75% Convertible Senior Notes consisted of the following (in thousands): June 30, December 31, 2023 2022 Principal amounts: Principal $ 197,278 $ 197,278 Unamortized debt issuance costs (1) (2,694) (3,359) Net carrying amount $ 194,584 $ 193,919 (1) Included in the unaudited interim condensed consolidated balance sheets within the 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 the effective interest rate): June 30, June 30, 2023 2022 Interest expense $ 1,849 $ 1,849 Amortization of debt issuance costs 334 320 Total 2,183 2,169 Effective interest rate 4.5% 4.5% |
Warrant Transaction Agreements
Warrant Transaction Agreements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Amazon | |
Schedule of Fair Value Assumption of Warrants | Tranches 1-3 Tranche 4 August 24, 2022 June 30, 2023 Risk-free interest rate 3.15% 3.94% Volatility 75.00% 75.00% Expected average term 7 years 4 years Exercise price $22.98 $9.35 Stock price $20.36 $10.39 |
Walmart | |
Schedule of Fair Value Assumption of Warrants | June 30, 2023 Risk-free interest rate 4.12% Volatility 75.00% Expected average term 3.5 years Exercise price $9.35 Stock price $10.39 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue | |
Schedule of disaggregation of revenue | The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Sales of fuel cell systems $ 72,181 $ 33,411 $ 101,033 $ 70,940 Sales of hydrogen infrastructure 58,647 32,414 107,515 59,502 Sales of electrolyzers 6,966 3,675 46,998 7,734 Sales of engineered equipment 8,819 28,556 16,572 50,524 Services performed on fuel cell systems and related infrastructure 8,701 8,822 17,798 17,062 Power Purchase Agreements 16,130 11,169 24,067 21,206 Fuel delivered to customers and related equipment 17,878 14,472 28,020 27,900 Sales of cryogenic equipment and other 69,673 18,177 126,262 36,380 Other 1,187 571 2,203 822 Net revenue $ 260,182 $ 151,267 $ 470,468 $ 292,070 |
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): June 30, December 31, 2023 2022 Accounts receivable $ 216,645 $ 129,450 Contract assets 124,585 104,287 Deferred revenue and contract liabilities 251,736 229,898 |
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 June 30, December 31, 2023 2022 Transferred to receivables from contract assets recognized at the beginning of the period $ (34,966) $ (33,394) Contract assets related to warrants 6,510 26,455 Impairment (9,799) — Revenue recognized and not billed as of the end of the period 58,553 72,469 Net change in contract assets $ 20,298 $ 65,530 Deferred revenue and contract liabilities June 30, December 31, 2023 2022 Increases due to cash received, net of amounts recognized as revenue during the period $ 137,526 $ 200,347 Contract liabilities assumed as part of acquisitions — 10,011 Revenue recognized that was included in the contract liability balance as of the beginning of the period (115,688) (163,550) Net change in deferred revenue and contract liabilities $ 21,838 $ 46,808 |
Schedule of Estimated future revenue | The following table includes estimated revenue included in the backlog expected to be recognized in the future ( sales sales of electrolyzers are expected to be recognized as revenue within two years; sales services, Power Purchase Agreements (“PPAs”), and fuel five June 30, 2023 Sales of fuel cell systems $ 65,210 Sales of hydrogen installations and other infrastructure 19,311 Sales of electrolyzers 224,301 Sales of engineered equipment 19,210 Services performed on fuel cell systems and related infrastructure 124,765 Power Purchase Agreements 402,755 Fuel delivered to customers and related equipment 95,184 Sales of cryogenic equipment 120,701 Total estimated future revenue $ 1,071,437 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): As of June 30, 2023 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 120,818 $ 120,818 $ 120,818 $ — $ — Corporate bonds 149,659 149,659 — 149,659 — U.S. Treasuries 287,992 287,992 287,992 — — Equity securities 67,753 67,753 67,753 — — Liabilities Contingent consideration 119,841 119,841 — — 119,841 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 |
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 $ 75,700 Scenario based method Credit spread 14.19% - 14.20% Discount rate 18.71% - 19.67% 10,430 Monte carlo simulation Credit spread 14.20% Discount rate 19.64% Revenue volatility 38.64% 33,711 Monte carlo simulation Credit spread 14.19% Revenue volatility 25.00% Gross profit volatility 55.00% $ 119,841 In the unaudited interim condensed consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities financial statement line item, and was comprised of the following unobservable inputs as of 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 |
Schedule of activity in the level 3 liabilities | The change in the carrying amount of Level 3 liabilities for the six month period ended June 30, 2023 was as follows (in thousands): Six Months Ended June 30, 2023 Beginning balance at December 31, 2022 $ 116,165 Cash payments (2,000) Fair value adjustments 8,769 Foreign currency translation adjustment 539 Ending balance at March 31, 2023 123,473 Cash payments (11,000) Payment settled in stock (8,000) Fair value adjustments 15,308 Foreign currency translation adjustment 60 Ending balance at June 30, 2023 $ 119,841 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 are summarized as follows (in thousands): June 30, 2023 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 153,969 $ — $ (4,310) $ 149,659 — U.S. Treasuries 298,845 — (10,853) 287,992 — Total $ 452,814 $ — $ (15,163) $ 437,651 $ — 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 $ — |
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 June 30, 2023 (in thousands): June 30, 2023 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 $ — $ — $ 149,659 $ (4,310) $ 149,659 $ (4,310) U.S. Treasuries — — 287,992 (10,853) 287,992 (10,853) Total available-for-sale securities $ — $ — $ 437,651 $ (15,163) $ 437,651 $ (15,163) |
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 June 30, 2023 are summarized as follows (in thousands): June 30, 2023 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,257 $ — $ (2,504) $ 67,753 Total $ 70,257 $ — $ (2,504) $ 67,753 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 |
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 June 30, 2023 and December 31, 2022 was as follows (in thousands): June 30, 2023 December 31, 2022 Amortized Fair Amortized Fair Maturity: Cost Value Cost Value Less than 12 months $ 308,430 $ 301,187 $ 1,045,120 $ 1,039,333 12 months or greater 144,384 136,464 310,494 293,610 Total $ 452,814 $ 437,651 $ 1,355,614 $ 1,332,943 |
Summary of investments under the equity method | As of June 30, 2023 and December 31, 2022, 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 interim unaudited condensed consolidated balance sheets (amounts in thousands): As of June 30, 2023 As of December 31, 2022 Formation Common Stock Carrying Common Stock Carrying Investee Date Ownership % Value Ownership % Value HyVia Q2 2021 50% $ 22,364 50% $ 11,281 AccionaPlug S.L. Q4 2021 50% 2,547 50% 2,225 SK Plug Hyverse Q1 2022 49% 26,480 49% 8,937 $ 51,391 $ 22,443 |
Operating and Finance Lease L_2
Operating and Finance Lease Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2023 $ 46,031 $ 5,850 $ 51,881 2024 93,268 11,674 104,942 2025 88,561 14,591 103,152 2026 79,691 11,736 91,427 2027 65,412 8,456 73,868 2028 and thereafter 116,483 1,468 117,951 Total future minimum payments 489,446 53,775 543,221 Less imputed interest (141,212) (7,070) (148,282) Total $ 348,234 $ 46,705 $ 394,939 |
Schedule of future minimum lease payments under finance obligations | Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of June 30, 2023 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2023 $ 46,031 $ 5,850 $ 51,881 2024 93,268 11,674 104,942 2025 88,561 14,591 103,152 2026 79,691 11,736 91,427 2027 65,412 8,456 73,868 2028 and thereafter 116,483 1,468 117,951 Total future minimum payments 489,446 53,775 543,221 Less imputed interest (141,212) (7,070) (148,282) Total $ 348,234 $ 46,705 $ 394,939 |
Schedule of operating leases other information | Six Months Ended Six Months Ended June 30, 2023 June 30, 2022 Cash payments (in thousands) $ 43,304 $ 27,601 Weighted average remaining lease term (years) 6.16 5.28 Weighted average discount rate 11.2% 10.8% |
Finance Obligation (Tables)
Finance Obligation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Finance Obligation | |
Schedule of future minimum payments under finance obligations | Future minimum payments under finance obligations notes above as of June 30, 2023 were as follows (in thousands): Total Sale of future Sale/leaseback Finance revenue - debt financings Obligations Remainder of 2023 $ 52,279 $ 2,450 $ 54,729 2024 104,558 10,793 115,351 2025 99,301 1,890 101,191 2026 82,578 1,890 84,468 2027 66,007 1,890 67,897 2028 and thereafter 64,736 2,347 67,083 Total future minimum payments 469,459 21,260 490,719 Less imputed interest (110,800) (3,110) (113,910) Total $ 358,659 $ 18,150 $ 376,809 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies | |
Schedule of unconditional purchase obligations | S Remainder of 2023 $ 26,354 2024 43,811 2025 8,023 2026 8,023 2027 2,638 2028 and thereafter — Total $ 88,849 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of components and classification of stock-based compensation expense | The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Cost of sales $ 2,439 $ 1,268 $ 5,116 $ 3,144 Research and development 1,765 857 4,047 2,579 Selling, general and administrative 32,657 40,428 67,886 77,776 $ 36,861 $ 42,553 $ 77,049 $ 83,499 |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock and restricted stock unit activity for the six months ended June 30, 2023 is as follows (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted common stock and restricted stock units at December 31, 2022 6,276,376 $ 21.56 $ 77,639 Granted 388,693 10.42 — Vested (561,915) 29.96 — Forfeited (573,323) 24.43 — Unvested restricted common stock and restricted stock units at June 30, 2023 5,529,831 $ 19.62 $ 57,455 |
Service Stock Options Awards | |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2022 $ 12,078,269 $ 14.34 $ 7.57 $ 42,835 Granted 471,593 9.94 Exercised (186,437) 3.93 Forfeited (467,033) 24.74 Options outstanding at June 30, 2023 $ 11,896,392 $ 13.92 $ 7.17 $ 33,238 Options exercisable at June 30, 2023 6,963,514 10.09 6.10 32,391 Options unvested at June 30, 2023 $ 4,932,878 $ 19.33 $ 8.66 $ 847 |
Performance Stock Option Awards | |
Assumptions made for the purpose of estimating fair value | Six Months Ended June 30, 2023 Remaining VWAP performance period (years) 3 Risk-free interest rate 3.60% Expected volatility 75.00% Closing stock price on grant date $ 7.87 |
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, 2022 15,520,000 $ 26.87 5.81 $ — Granted 6,405,000 7.87 6.88 — Options outstanding at June 30, 2023 21,925,000 $ 21.32 5.78 $ — Options exercisable at June 30, 2023 1,391,000 26.92 5.23 — Options unvested at June 30, 2023 20,534,000 $ 20.94 5.81 $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses | |
Schedule of Accrued Expenses | Accrued expenses at June 30, 2023 and December 31, 2022 consisted of (in thousands): June 30, December 31, 2023 2022 Accrued payroll and compensation related costs $ 25,396 $ 18,231 Accrual for capital expenditures 63,815 53,089 Accrued accounts payable 61,451 53,899 Accrued sales and other taxes 11,744 15,112 Accrued interest 414 421 Accrued other 3,495 15,678 Total $ 166,315 $ 156,430 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting | |
Schedule of revenue from external customers and long-lived assets, by geographical areas | Revenues Revenues Long-Lived Assets as of Three Months Ended Six Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 June 30, 2023 December 31, 2022 North America $ 235,521 $ 115,213 $ 397,327 $ 228,194 $ 1,591,074 $ 1,209,900 Europe 12,143 15,404 52,259 30,326 27,546 13,215 Asia 5,998 17,115 9,280 27,288 — — Other 6,520 3,535 11,602 6,262 — — Total $ 260,182 $ 151,267 $ 470,468 $ 292,070 $ 1,618,620 $ 1,223,115 |
Acquisitions - Fair value of co
Acquisitions - Fair value of consideration (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 05, 2022 | Jan. 14, 2022 | Jun. 30, 2023 | |
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 | ||
Consideration held by paying agent. | $ 1,200 | ||
Joule Processing LLC | |||
Cash | $ 28,140 | ||
Contingent consideration | 41,732 | ||
Total consideration | $ 69,872 | ||
Consideration held by paying agent. | $ 1,200 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 05, 2022 | Jan. 14, 2022 |
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 | |
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 |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) - USD ($) $ in Thousands | Dec. 05, 2022 | Jan. 14, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Total goodwill recognized | $ 249,965 | $ 248,607 | ||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | ||||
Consideration paid | $ 37,307 | |||
Consideration paid | 30,700 | |||
Less: net assets acquired | (24,163) | |||
Total goodwill recognized | $ 13,144 | |||
Joule Processing LLC | ||||
Consideration paid | $ 69,872 | |||
Consideration paid | 28,140 | |||
Contingent consideration | 41,732 | |||
Less: net assets acquired | (57,065) | |||
Total goodwill recognized | $ 12,807 |
Acquisitions - Narratives (Deta
Acquisitions - Narratives (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Dec. 05, 2022 USD ($) subsidiary | Jan. 14, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Change in fair value of contingent consideration | $ 15,308 | $ (5,066) | $ 24,077 | $ (2,605) | |||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | |||||||
Identifiable intangible assets | $ 13,430 | ||||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Customer Relationships | |||||||
Identifiable intangible assets | $ 7,100 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Trade Names | |||||||
Identifiable intangible assets | $ 6,200 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Noncompete Agreements | |||||||
Identifiable intangible assets | $ 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 | ||||||
Payments of amount due to acquiree | 500 | 500 | |||||
Revenue | 15,000 | 26,200 | |||||
Joule Processing LLC | |||||||
Earn-out payments | $ 130,000 | ||||||
Achievement of production targets | 40,000 | ||||||
Achievement of revenue targets | 90,000 | ||||||
Identifiable intangible assets | 60,522 | ||||||
Contingent consideration | $ (41,700) | (71,200) | (71,200) | $ (53,200) | |||
Change in fair value of contingent consideration | 11,300 | 18,000 | |||||
Revenue | $ 45,200 | $ 2,000 | $ 65,900 | $ 3,300 | |||
Joule Processing LLC | Developed Technology Rights | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||
Joule Processing LLC | Developed Technology Rights | Discounted Cash Flow approach | |||||||
Identifiable intangible assets | $ 59,200 | ||||||
Joule Processing LLC | Trade Names | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 4 years | ||||||
Joule Processing LLC | Trade Names | MPEEM approach | |||||||
Identifiable intangible assets | $ 800 | ||||||
Joule Processing LLC | Noncompete Agreements | |||||||
Identifiable intangible assets | $ 500 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 6 years |
Extended Maintenance Contract_2
Extended Maintenance Contracts (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accrual for loss contracts | ||
Beginning balance | $ 81,066 | $ 89,773 |
Provision for loss accrual | 13,721 | 23,295 |
Releases to service cost of sales | (13,364) | (35,446) |
Increase to loss accrual related to customer warrants | 499 | 3,506 |
Foreign currency translation adjustment | 13 | (62) |
Ending balance | $ 81,935 | $ 81,066 |
Earnings Per Share - Dilutive P
Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Jan. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Aug. 24, 2022 | 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 | 157,083,252 | 148,988,846 | ||||||||||||||
3.75% Convertible Senior Notes | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Principal amount | $ 197,278 | $ 197,278 | $ 197,278 | $ 212,500 | $ 12,500 | $ 200,000 | ||||||||||
Conversion of notes through common stock issuance | 0 | 0 | 0 | 0 | ||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |||||||||||
5.5% Convertible Senior Notes | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Principal amount | $ 200 | $ 33,500 | $ 100,000 | |||||||||||||
Conversion of notes through common stock issuance | 69,808 | 14,600,000 | ||||||||||||||
Repurchase amount | $ 66,300 | |||||||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | ||||||||||||
Restricted Stock | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Options granted | 294,143 | 323,991 | 388,693 | 1,126,491 | ||||||||||||
2022 Amazon transaction agreement | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 | |||||||||||||||
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) | 34,917,912 | 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 | 13,094,217 | |||||||||||||
Employee Stock Option [Member] | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Number of dilutive potential common stock | 33,821,392 | 24,184,619 | ||||||||||||||
Options granted | 6,782,043 | 308,351 | 6,876,593 | 759,851 | ||||||||||||
Restricted Stock | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Number of dilutive potential common stock | 5,529,831 | 5,616,280 | ||||||||||||||
Common stock warrants | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Number of dilutive potential common stock | 78,561,263 | 80,017,181 | ||||||||||||||
Convertible senior notes | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Number of dilutive potential common stock | 39,170,766 | 39,170,766 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory | ||
Raw materials and supplies - production locations | $ 562,357 | $ 450,432 |
Raw materials and supplies - customer locations | 19,144 | 18,860 |
Work-in-process | 190,051 | 112,231 |
Finished goods | 132,736 | 64,113 |
Inventory | 904,288 | 645,636 |
Reserve for excess and obsolete inventory | $ 11,100 | $ 5,400 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Plant | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Property, plant and equipment | |||||
Property, plant, and equipment | $ 1,122,726 | $ 1,122,726 | $ 767,909 | ||
Less: accumulated depreciation | (60,916) | (60,916) | (48,116) | ||
Property, plant, and equipment, net | 1,061,810 | 1,061,810 | 719,793 | ||
Capitalized interest | 2,000 | $ 1,500 | 4,000 | $ 5,800 | |
Depreciation expense | 7,300 | $ 5,500 | $ 12,800 | $ 8,100 | |
Number of hydrogen production plant | Plant | 4 | ||||
Land | |||||
Property, plant and equipment | |||||
Property, plant, and equipment | 6,193 | $ 6,193 | 1,772 | ||
Construction in progress | |||||
Property, plant and equipment | |||||
Property, plant, and equipment | 821,349 | 821,349 | 575,141 | ||
Buildings and Leasehold Improvements | |||||
Property, plant and equipment | |||||
Property, plant, and equipment | 47,193 | 47,193 | 21,363 | ||
Software, machinery, and equipment | |||||
Property, plant and equipment | |||||
Property, plant, and equipment | $ 247,991 | $ 247,991 | $ 169,633 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Gross Carrying Amount (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Gross Carrying Amount | $ 236,855 | $ 235,742 |
Accumulated Amortization | (37,772) | (28,017) |
Total | $ 199,083 | $ 207,725 |
Acquired technology | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 14 years | 14 years |
Gross Carrying Amount | $ 104,406 | $ 104,221 |
Accumulated Amortization | (16,675) | (12,754) |
Total | $ 87,731 | $ 91,467 |
Dry stack electrolyzer technology | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 10 years | 10 years |
Gross Carrying Amount | $ 29,000 | $ 29,000 |
Accumulated Amortization | (3,867) | (2,417) |
Total | $ 25,133 | $ 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 | |
Gross Carrying Amount | $ 103,449 | |
Accumulated Amortization | (17,230) | |
Total | $ 86,219 | |
Customer relationships trade name and other | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 13 years | |
Gross Carrying Amount | $ 102,521 | |
Accumulated Amortization | (12,846) | |
Total | $ 89,675 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Intangible Assets and Goodwill | ||||
Amortization of Intangible Assets | $ 4,800 | $ 5,200 | $ 9,755 | $ 10,374 |
Estimated amortization expense | ||||
Remainder of 2023 | 9,569 | 9,569 | ||
2024 | 19,076 | 19,076 | ||
2025 | 18,300 | 18,300 | ||
2026 | 16,707 | 16,707 | ||
2027 | 16,699 | 16,699 | ||
2028 and thereafter | 118,732 | 118,732 | ||
Total | $ 199,083 | $ 199,083 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 248,607 |
Foreign currency translation adjustment | 1,358 |
Goodwill, Ending Balance | $ 249,965 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2019 | |
Long-Term Debt | ||||
Principal payments on long-term debt | $ 5,100 | $ 5,407 | $ 36,089 | |
Outstanding balance | 4,200 | 4,200 | ||
Carrying amount of debt | 6,057 | 6,057 | ||
Unamortized debt discount | $ 1,900 | $ 1,900 | ||
Minimum | ||||
Long-Term Debt | ||||
Effective interest rate (as a percent) | 5.60% | 5.60% | ||
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 |
Long-Term Debt - Principal Bala
Long-Term Debt - Principal Balance Due (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Principal payments of long term debt | |
December 31, 2023 | $ 600 |
December 31, 2024 | 3,357 |
December 31, 2025 | 1,200 |
December 31, 2026 | 900 |
Total | $ 6,057 |
Convertible Senior Notes - Comp
Convertible Senior Notes - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | May 31, 2020 | May 29, 2020 | May 18, 2020 | |
Convertible Senior Notes | ||||||
Unamortized debt discount | $ (1,900) | $ (1,900) | ||||
Net carrying amount | 194,584 | 194,584 | $ 193,919 | |||
3.75% Convertible Senior Notes | ||||||
Convertible Senior Notes | ||||||
Principal amount | 197,278 | 197,278 | 197,278 | $ 212,500 | $ 12,500 | $ 200,000 |
Unamortized debt issuance costs | (2,694) | (2,694) | (3,359) | |||
Net carrying amount | $ 194,584 | $ 194,584 | $ 193,919 | |||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |
Conversion of convertible senior notes to common stock | $ 0 | $ 0 |
Convertible Senior Notes - Expe
Convertible Senior Notes - Expenses and Interest (Details) - 3.75% Convertible Senior Notes - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 1,849 | $ 1,849 |
Amortization of debt issuance costs | 334 | 320 |
Total | $ 2,183 | $ 2,169 |
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 | 3 Months Ended | 6 Months Ended | |||||||||
May 18, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | Mar. 31, 2018 | |
Common Stock Forward | |||||||||||
Capped Call and Common Stock Forward | |||||||||||
Net cost incurred | $ 27,500 | ||||||||||
Number of shares settled | 0 | 0 | 0 | 0 | |||||||
3.75% Convertible Senior Notes | |||||||||||
Capped Call and Common Stock Forward | |||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||||||
Principal amount | $ 200,000 | $ 197,278 | $ 197,278 | $ 197,278 | $ 212,500 | $ 12,500 | |||||
Closing stock price on grant date | $ 10.39 | $ 10.39 | |||||||||
Convertible senior notes | $ 407,900 | $ 407,900 | |||||||||
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% | |||||||
Principal amount | $ 200 | $ 33,500 | $ 100,000 | ||||||||
5.5% Convertible Senior Notes | Common Stock Forward | |||||||||||
Capped Call and Common Stock Forward | |||||||||||
Common stock shares issued | 14,397,906 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock and Warrants (Details) | Aug. 24, 2022 shares |
2022 Amazon transaction agreement | |
Stockholders' equity | |
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated other comprehensive income | ||||
Amounts reclassified from accumulated other comprehensive loss | $ 0 | $ 0 | ||
Gains and Losses on Available-For-Sale Securities | ||||
Accumulated other comprehensive income | ||||
Net current-period other comprehensive loss | $ 2.2 | $ 3.3 | 7.5 | 18.4 |
Foreign Currency Items | ||||
Accumulated other comprehensive income | ||||
Net current-period other comprehensive loss | $ 3.1 | $ 7.2 | $ 4.7 | $ 9 |
Warrant Transaction Agreement_2
Warrant Transaction Agreements - Amazon.com, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Aug. 24, 2022 USD ($) $ / shares D shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 shares | Apr. 30, 2017 shares | Apr. 04, 2017 shares | |
Class of Warrant or Right [Line Items] | |||||||||
Minimum percentage of warrants vested and exercisable automatically | 60% | ||||||||
Par value, common stock | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Selling, general and administrative | $ | $ 101,154 | $ 95,953 | $ 205,170 | $ 176,842 | |||||
Provision for Loss Contracts Related to Service | $ | 856 | (18,131) | |||||||
Warrants issued with the Amazon, Inc transaction agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | 55,286,696 | |||||||
Reduction in revenue | $ | $ 11,500 | $ 3,700 | |||||||
Number of warrants exercised (in shares) | 34,917,912 | 17,461,994 | |||||||
Warrant shares vested (in shares) | 55,286,696 | ||||||||
Warrants issued with the Amazon, Inc transaction agreement | Amazon | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants exercised (in shares) | 34,917,912 | 24,704,450 | |||||||
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant charge capitalized | $ | $ 19,700 | $ 19,700 | |||||||
Tranche two of warrants issued with the Amazon.com, Inc. Transaction Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant shares vested (in shares) | 1,000,000 | 1,000,000 | |||||||
Warrant charge capitalized | $ | $ 20,400 | $ 20,400 | |||||||
Warrant Issued With Amazon | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Cash payments to be received under agreement | $ | $ 2,100,000 | ||||||||
Warrant percentage weighted average share price | 90% | ||||||||
Warrant Issued With Amazon | Vesting of First Warrants Shares | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants exercisable | 9,000,000 | ||||||||
Warrant shares vested (in shares) | 9,000,000 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 22.9841 | ||||||||
Fair value of warrants per share | $ / shares | $ 20.36 | ||||||||
Warrant Issued With Amazon | Vesting of Remaining Warrants Shares | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant shares vested (in shares) | 7,000,000 | ||||||||
Warrant Issued With Amazon | Vest in multiple tranches | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 15,000,000 | ||||||||
Vesting period | 7 years | ||||||||
Warrant shares vested (in shares) | 15,000,000 | ||||||||
2022 Amazon transaction agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 | ||||||||
Reduction in revenue | $ | $ 1,500 | $ 100 | $ 2,600 | $ 200 | |||||
Warrant shares vested (in shares) | 1,000,000 | 1,000,000 | |||||||
Class Of Warrant Or Right Exercisable on Vesting Threshold Trading Days | D | 30 | ||||||||
Warrant charge capitalized | $ | $ 20,400 | $ 20,400 | |||||||
2022 Amazon transaction agreement | Vest immediately upon issuance | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant shares vested (in shares) | 1,000,000 | ||||||||
2022 Amazon transaction agreement | Tranches 1-3 | Risk free interest rate | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants and rights outstanding measurement input | 0.0315 | ||||||||
2022 Amazon transaction agreement | Tranches 1-3 | Volatility | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants and rights outstanding measurement input | 0.7500 | ||||||||
2022 Amazon transaction agreement | Tranches 1-3 | Expected average term | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Expected average term | 7 years | ||||||||
2022 Amazon transaction agreement | Tranches 1-3 | Exercise price | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants and rights outstanding measurement input | $ / shares | 22.98 | ||||||||
2022 Amazon transaction agreement | Tranches 1-3 | Stock price | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants and rights outstanding measurement input | $ / shares | 20.36 | ||||||||
2022 Amazon transaction agreement | Tranche 4 | Risk free interest rate | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants and rights outstanding measurement input | 0.0394 | 0.0394 | |||||||
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 | 9.35 | 9.35 | |||||||
2022 Amazon transaction agreement | Tranche 4 | Stock price | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants and rights outstanding measurement input | $ / shares | 10.39 | 10.39 |
Warrant Transaction Agreement_3
Warrant Transaction Agreements - Walmart Stores, Inc. Transaction Agreement (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 USD ($) Y $ / shares shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Jun. 30, 2023 Y $ / shares shares | Jun. 30, 2022 shares | Dec. 31, 2022 shares | Jul. 31, 2017 shares | Jul. 20, 2017 shares | |
Warrant Transaction Agreements | |||||||||
Provision compared for common stock warrants | $ | $ 951 | $ 19,641 | $ 1,979 | $ 1,743 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | |||||||||
Warrant Transaction Agreements | |||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | 55,286,696 | |||||||
Warrant shares vested (in shares) | 27,643,347 | 27,643,347 | |||||||
Number of warrants exercised (in shares) | 13,094,217 | 13,094,217 | 13,094,217 | ||||||
Walmart | |||||||||
Warrant Transaction Agreements | |||||||||
Provision for common stock warrants | $ | 1,500 | ||||||||
Provision compared for common stock warrants | $ | $ 2,000 | ||||||||
Walmart | Warrants issued with the Walmart Stores, Inc transaction agreement | |||||||||
Warrant Transaction Agreements | |||||||||
Number of warrants exercised (in shares) | 0 | 0 | 0 | 0 | |||||
Walmart | 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 | 0.0412 | 0.0412 | |||||||
Walmart | Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | Volatility | |||||||||
Warrant Transaction Agreements | |||||||||
Warrants and rights outstanding measurement input | 0.7500 | 0.7500 | |||||||
Walmart | Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | Exercise price | |||||||||
Warrant Transaction Agreements | |||||||||
Warrants and rights outstanding measurement input | $ / shares | 9.35 | 9.35 | |||||||
Walmart | Tranche one of warrants issued with the Walmart Stores Inc transaction agreement | Stock price | |||||||||
Warrant Transaction Agreements | |||||||||
Warrants and rights outstanding measurement input | $ / shares | 10.39 | 10.39 | |||||||
Walmart | Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement | Expected average term | |||||||||
Warrant Transaction Agreements | |||||||||
Warrants and rights outstanding measurement input | Y | 3.5 | 3.5 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
Net revenue | $ 260,182 | $ 151,267 | $ 470,468 | $ 292,070 |
Sales of fuel cell systems | ||||
Revenue | ||||
Net revenue | 72,181 | 33,411 | 101,033 | 70,940 |
Sale of hydrogen infrastructure | ||||
Revenue | ||||
Net revenue | 58,647 | 32,414 | 107,515 | 59,502 |
Sale of electrolyzers | ||||
Revenue | ||||
Net revenue | 6,966 | 3,675 | 46,998 | 7,734 |
Sales of engineered equipment | ||||
Revenue | ||||
Net revenue | 8,819 | 28,556 | 16,572 | 50,524 |
Services performed on fuel cell systems and related infrastructure | ||||
Revenue | ||||
Net revenue | 8,701 | 8,822 | 17,798 | 17,062 |
Power purchase agreements | ||||
Revenue | ||||
Net revenue | 16,130 | 11,169 | 24,067 | 21,206 |
Fuel delivered to customers and related equipment | ||||
Revenue | ||||
Net revenue | 17,878 | 14,472 | 28,020 | 27,900 |
Sales of cryogenic equipment and other | ||||
Revenue | ||||
Net revenue | 69,673 | 18,177 | 126,262 | 36,380 |
Other | ||||
Revenue | ||||
Net revenue | $ 1,187 | $ 571 | $ 2,203 | $ 822 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue | ||
Accounts receivable | $ 216,645 | $ 129,450 |
Contract assets | 124,585 | 104,287 |
Deferred revenue and contract liabilities | $ 251,736 | $ 229,898 |
Revenue - Changes in contract a
Revenue - Changes in contract assets and contract liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Contract assets | |||
Net change in contract assets | $ (23,807) | $ (386) | |
Contract liabilities | |||
Increases due to cash received, net of amounts recognized as revenue during the period | 137,526 | $ 200,347 | |
Contract liabilities assumed as part of acquisition | 10,011 | ||
Revenue recognized that was included in the contract liability balance as of the beginning of the period | (115,688) | (163,550) | |
Net change in deferred revenue and contract liabilities | 21,838 | 46,808 | |
Sales of fuel cell systems | |||
Contract assets | |||
Transferred to receivables from contract assets recognized at the beginning of the period | (34,966) | (33,394) | |
Contract assets related to warrants | 6,510 | 26,455 | |
Impairment | (9,799) | ||
Revenue recognized and not billed as of the end of the period | 58,553 | 72,469 | |
Net change in contract assets | $ 20,298 | $ 65,530 |
Revenue - Estimated future reve
Revenue - Estimated future revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Revenue | |
Total estimated future revenue | $ 1,071,437 |
Sales of fuel cell systems | |
Revenue | |
Total estimated future revenue | 65,210 |
Sale of hydrogen installations and other infrastructure | |
Revenue | |
Total estimated future revenue | 19,311 |
Sale of electrolyzers | |
Revenue | |
Total estimated future revenue | 224,301 |
Sales of engineered equipment | |
Revenue | |
Total estimated future revenue | 19,210 |
Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Total estimated future revenue | 124,765 |
Power purchase agreements | |
Revenue | |
Total estimated future revenue | 402,755 |
Fuel delivered to customers and related equipment | |
Revenue | |
Total estimated future revenue | 95,184 |
Sales of cryogenic equipment and other | |
Revenue | |
Total estimated future revenue | $ 120,701 |
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) | 10 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 |
Revenue - Contract costs (Detai
Revenue - Contract costs (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue | ||
Capitalized contract costs | $ 0.7 | $ 0.6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Taxes | ||||
Income tax (benefit) expense | $ (917) | $ 423 | $ (2,187) | $ 9 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Fair Value Measurements | ||
Transfers between Level 1, Level 2, and Level 3 | $ 0 | $ 0 |
Payments to acquire equity method investments | $ 0.8 | $ 40.9 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jan. 14, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value | ||||||||
Change in fair value of contingent consideration | $ 15,308 | $ (5,066) | $ 24,077 | $ (2,605) | ||||
Recurring basis | Level 1 | Cash and cash equivalents | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 120,818 | 120,818 | $ 212,577 | |||||
Recurring basis | Level 1 | U.S. Treasuries | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 287,992 | 287,992 | 1,139,310 | |||||
Recurring basis | Level 1 | Equity securities | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 67,753 | 67,753 | 134,836 | |||||
Recurring basis | Level 2 | Corporate bonds | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 149,659 | 149,659 | 193,633 | |||||
Recurring basis | Level 3 | Contingent consideration | ||||||||
Fair Value | ||||||||
Liabilities, Fair value | 119,841 | 119,841 | 116,165 | |||||
Joule Processing LLC | ||||||||
Fair Value | ||||||||
Contingent consideration | $ 130,000 | |||||||
Change in fair value of contingent consideration | 11,300 | 18,000 | ||||||
Consideration paid | $ 69,872 | |||||||
Carrying value | Recurring basis | Contingent consideration | ||||||||
Fair Value | ||||||||
Liabilities, Fair value | 119,841 | 119,841 | 116,165 | |||||
Carrying value | Recurring basis | Cash and cash equivalents | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 120,818 | 120,818 | 212,577 | |||||
Carrying value | Recurring basis | Corporate bonds | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 149,659 | 149,659 | 193,633 | |||||
Carrying value | Recurring basis | U.S. Treasuries | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 287,992 | 287,992 | 1,139,310 | |||||
Carrying value | Recurring basis | Equity securities | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 67,753 | 67,753 | 134,836 | |||||
Fair value | Recurring basis | Contingent consideration | ||||||||
Fair Value | ||||||||
Liabilities, Fair value | 119,841 | 119,841 | 116,165 | |||||
Fair value | Recurring basis | Cash and cash equivalents | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 120,818 | 120,818 | 212,577 | |||||
Fair value | Recurring basis | Corporate bonds | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 149,659 | 149,659 | 193,633 | |||||
Fair value | Recurring basis | U.S. Treasuries | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 287,992 | 287,992 | 1,139,310 | |||||
Fair value | Recurring basis | Equity securities | ||||||||
Fair Value | ||||||||
Assets, Fair Value | 67,753 | 67,753 | 134,836 | |||||
Fair value | Giner ELX, Inc | Contingent consideration | ||||||||
Fair Value | ||||||||
Liabilities, Fair value | 16,800 | 16,800 | 14,500 | |||||
Contingent consideration | $ 16,000 | |||||||
Change in fair value of contingent consideration | 3,500 | 2,300 | ||||||
Fair value | United Hydrogen Group Inc | Contingent consideration | ||||||||
Fair Value | ||||||||
Liabilities, Fair value | 1,700 | 1,700 | 1,500 | |||||
Contingent consideration | $ 1,100 | |||||||
Change in fair value of contingent consideration | 100 | 200 | ||||||
Fair value | Applied Cryo Technologies | Contingent consideration | ||||||||
Fair Value | ||||||||
Contingent consideration | $ 14,000 | |||||||
Fair value | Frames Holding B.V. | Contingent consideration | ||||||||
Fair Value | ||||||||
Liabilities, Fair value | 30,200 | 30,200 | $ 31,000 | |||||
Contingent consideration | $ 29,100 | |||||||
Change in fair value of contingent consideration | 500 | (800) | ||||||
Fair value | Joule Processing LLC | Recurring basis | Contingent consideration | ||||||||
Fair Value | ||||||||
Liabilities, Fair value | 71,200 | 71,200 | ||||||
Fair value | 2020 and 2021 acquisitions | Recurring basis | Contingent consideration | ||||||||
Fair Value | ||||||||
Liabilities, Fair value | $ 48,600 | $ 48,600 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and liabilities measured at fair value on recurring basis that have unobservable inputs (Details) $ in Thousands | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) |
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, measurement input | 14.19 | 15.73 | |
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, measurement input | 14.20 | 15.74 | |
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 | 18.71 | 19.85 | |
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 | 19.67 | 20.68 | |
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 | 14.20 | 15.74 | |
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 | 14.19 | 15.73 | |
Recurring basis | Level 3 | Monte carlo simulation | Discount rate | Business Combination, Two | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent Consideration, measurement input | 19.64 | ||
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 | ||
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 | ||
Recurring basis | Level 3 | Monte carlo simulation | Revenue volatility | Business Combination, Two | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent Consideration, measurement input | 38.64 | 45.29 | |
Recurring basis | Level 3 | Monte carlo simulation | Revenue volatility | Business Combination, Three | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent Consideration, measurement input | 25 | ||
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 | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent Consideration, measurement input | 55 | ||
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 | Giner ELX, Inc | Contingent consideration | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent consideration | $ 16,000 | ||
Fair value | United Hydrogen Group Inc | Contingent consideration | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent consideration | $ 1,100 | ||
Fair value | Recurring basis | Level 3 | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent Consideration | $ 119,841 | $ 116,165 | |
Fair value | Recurring basis | Level 3 | Scenario based method | Business Combination, One | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent Consideration | 75,700 | 85,269 | |
Fair value | Recurring basis | Level 3 | Monte carlo simulation | Business Combination, Two | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent Consideration | 10,430 | 11,310 | |
Fair value | Recurring basis | Level 3 | Monte carlo simulation | Business Combination, Three | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent Consideration | $ 33,711 | $ 19,586 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Instruments Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
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 | $ 123,473 | $ 116,165 | $ 116,165 |
Cash payments | (11,000) | (2,000) | |
Payment settled in stock | (8,000) | (8,000) | |
Fair value adjustments | $ 15,308 | $ 8,769 | |
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 | Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | |
Foreign currency translation adjustment | $ 60 | $ 539 | |
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 | Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | |
Balance at the end of the period | $ 119,841 | $ 123,473 | $ 119,841 |
Investments - Available-for-sal
Investments - Available-for-sale securities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale | ||
Amortized Cost | $ 452,814 | $ 1,355,614 |
Gross Unrealized Gains | 118 | |
Gross Unrealized Losses | (15,163) | (22,789) |
Fair Value | 437,651 | 1,332,943 |
Corporate bonds | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 153,969 | 200,735 |
Gross Unrealized Gains | 7 | |
Gross Unrealized Losses | (4,310) | (7,109) |
Fair Value | 149,659 | 193,633 |
U.S. Treasuries | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 298,845 | 1,154,879 |
Gross Unrealized Gains | 111 | |
Gross Unrealized Losses | (10,853) | (15,680) |
Fair Value | $ 287,992 | $ 1,139,310 |
Investments - Available-for-s_2
Investments - Available-for-sale securities, Unrealized Loss (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Fair Value of Investments with Unrealized Losses,12 months or greater | $ 437,651 |
Gross Unrealized Losses, 12 months or greater | (15,163) |
Fair Value of Investments with Unrealized Losses | 437,651 |
Gross Unrealized Losses | (15,163) |
Corporate bonds | |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Fair Value of Investments with Unrealized Losses,12 months or greater | 149,659 |
Gross Unrealized Losses, 12 months or greater | (4,310) |
Fair Value of Investments with Unrealized Losses | 149,659 |
Gross Unrealized Losses | (4,310) |
U.S. Treasuries | |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Fair Value of Investments with Unrealized Losses,12 months or greater | 287,992 |
Gross Unrealized Losses, 12 months or greater | (10,853) |
Fair Value of Investments with Unrealized Losses | 287,992 |
Gross Unrealized Losses | $ (10,853) |
Investments - Equity Securities
Investments - Equity Securities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | $ 70,257 | $ 146,256 |
Gross Unrealized Losses | (2,504) | (11,420) |
Fair Value | 67,753 | 134,836 |
Fixed income mutual funds | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 70,257 | 70,257 |
Gross Unrealized Losses | (2,504) | (2,620) |
Fair Value | $ 67,753 | 67,637 |
Exchange traded mutual funds | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 75,999 | |
Gross Unrealized Losses | (8,800) | |
Fair Value | $ 67,199 |
Investments - Contractual Matur
Investments - Contractual Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Amortized Cost | ||
Less than 12 months | $ 308,430 | $ 1,045,120 |
12 months or greater | 144,384 | 310,494 |
Amortized Cost | 452,814 | 1,355,614 |
Fair Value | ||
Less than 12 months | 301,187 | 1,039,333 |
12 months or greater | 136,464 | 293,610 |
Fair Value | 437,651 | 1,332,943 |
Accrued interest income | $ 2,400 | $ 3,000 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | $ 51,391 | $ 22,443 |
HyVia SAS | ||
Schedule of Equity Method Investments [Line Items] | ||
Common Stock Ownership % | 50% | 50% |
Carrying Value | $ 22,364 | $ 11,281 |
AccionaPlug S.L. | ||
Schedule of Equity Method Investments [Line Items] | ||
Common Stock Ownership % | 50% | 50% |
Carrying Value | $ 2,547 | $ 2,225 |
SK Plug Hyverse Co. Ltd. | ||
Schedule of Equity Method Investments [Line Items] | ||
Common Stock Ownership % | 49% | 49% |
Carrying Value | $ 26,480 | $ 8,937 |
Operating and Finance Lease L_3
Operating and Finance Lease Liabilities - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Lessee, Lease, Description | |||||
Rental expense for all operating lease | $ 23.3 | $ 15.1 | $ 45.2 | $ 29.2 | |
Right of use assets, finance lease | 62.7 | 62.7 | $ 58.4 | ||
Amortization of right-of-use asset from finance lease | 6.7 | 6.7 | 4.7 | ||
Prepaid rent and security deposit | 7.4 | 7.4 | $ 5.8 | ||
Finance lease, right-of-use asset, amortization and interest expense | 1.1 | 2.2 | |||
Interest on lease liabilities, finance lease | $ 0.8 | $ 1.5 | |||
Minimum | |||||
Lessee, Lease, Description | |||||
Lease Term - as Lessee | 1 year | 1 year | |||
Maximum | |||||
Lessee, Lease, Description | |||||
Lease Term - as Lessee | 9 years | 9 years |
Operating and Finance Lease L_4
Operating and Finance Lease Liabilities - Future minimum lease payments under operating and finance leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Future minimum lease payments under operating lease | |
Remainder of 2023 | $ 46,031 |
2024 | 93,268 |
2025 | 88,561 |
2026 | 79,691 |
2027 | 65,412 |
2028 and thereafter | 116,483 |
Total future minimum lease payments | 489,446 |
Less imputed interest | (141,212) |
Total operating lease, liabilities | 348,234 |
Future minimum lease payments under finance leases | |
Remainder of 2023 | 5,850 |
2024 | 11,674 |
2025 | 14,591 |
2026 | 11,736 |
2027 | 8,456 |
2028 and thereafter | 1,468 |
Total future minimum lease payments | 53,775 |
Less imputed interest | (7,070) |
Total finance lease liabilities | 46,705 |
Future minimum lease payments under operating and finance leases | |
Remainder of 2023 | 51,881 |
2024 | 104,942 |
2025 | 103,152 |
2026 | 91,427 |
2027 | 73,868 |
2028 and thereafter | 117,951 |
Total future minimum payments | 543,221 |
Less imputed interest | (148,282) |
Total | $ 394,939 |
Operating and Finance Lease L_5
Operating and Finance Lease Liabilities - Other information related to the operating leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Other information of operating leases | ||
Cash payments | $ 43,304 | $ 27,601 |
Weighted average remaining lease term (in years) | 6 years 1 month 28 days | 5 years 3 months 10 days |
Weighted average discount rate (as a percent) | 11.20% | 10.80% |
Finance Obligation - Narrative
Finance Obligation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finance Obligation | |||||
Finance obligation under sale-leaseback transaction | $ 376,809 | $ 376,809 | |||
Current portion of finance obligation in sale-leaseback transaction | 75,321 | 75,321 | $ 58,925 | ||
Noncurrent portion of finance obligation in sale-leaseback transaction | 301,488 | 301,488 | 270,315 | ||
Interest on lease liabilities, finance lease | 800 | 1,500 | |||
Sale of Future revenue - debt | |||||
Finance Obligation | |||||
Finance obligation under sale-leaseback transaction | 358,659 | 358,659 | 312,100 | ||
Current portion of finance obligation in sale-leaseback transaction | 71,900 | 71,900 | 55,400 | ||
Noncurrent portion of finance obligation in sale-leaseback transaction | 286,800 | 286,800 | 256,600 | ||
Interest on lease liabilities, finance lease | 9,800 | $ 6,900 | 19,000 | $ 13,600 | |
Sale/leaseback financings | |||||
Finance Obligation | |||||
Finance obligation under sale-leaseback transaction | 18,150 | 18,150 | 17,200 | ||
Current portion of finance obligation in sale-leaseback transaction | 14,700 | 14,700 | 3,500 | ||
Noncurrent portion of finance obligation in sale-leaseback transaction | $ 3,500 | $ 3,500 | $ 13,700 |
Finance Obligation - Future min
Finance Obligation - Future minimum payments under finance obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Future minimum payments under finance obligations | ||
Remainder of 2023 | $ 54,729 | |
2024 | 115,351 | |
2025 | 101,191 | |
2026 | 84,468 | |
2027 | 67,897 | |
2028 and thereafter | 67,083 | |
Total future minimum payments | 490,719 | |
Less imputed interest | (113,910) | |
Total | 376,809 | |
Sale of Future revenue - debt | ||
Future minimum payments under finance obligations | ||
Remainder of 2023 | 52,279 | |
2024 | 104,558 | |
2025 | 99,301 | |
2026 | 82,578 | |
2027 | 66,007 | |
2028 and thereafter | 64,736 | |
Total future minimum payments | 469,459 | |
Less imputed interest | (110,800) | |
Total | 358,659 | $ 312,100 |
Sale/leaseback financings | ||
Future minimum payments under finance obligations | ||
Remainder of 2023 | 2,450 | |
2024 | 10,793 | |
2025 | 1,890 | |
2026 | 1,890 | |
2027 | 1,890 | |
2028 and thereafter | 2,347 | |
Total future minimum payments | 21,260 | |
Less imputed interest | (3,110) | |
Total | $ 18,150 | $ 17,200 |
Commitments and Contingencies -
Commitments and Contingencies - Concentrations of Credit Risk (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) customer | Jun. 30, 2022 customer | Jun. 30, 2023 USD ($) customer | Jun. 30, 2022 USD ($) customer | Dec. 31, 2022 USD ($) customer | |
Customer Concentration | |||||
Federal depository insurance coverage | $ 0.3 | $ 0.3 | |||
Restricted cash | 479.7 | 479.7 | $ 383.7 | ||
Letter of credit | 409.9 | 409.9 | 379.6 | ||
Letters of credit on sale/leaseback agreements | 387.4 | 387.4 | 354 | ||
Customs related letters of credit | 22.5 | 22.5 | 25.6 | ||
Construction escrow | 75.5 | 75.5 | 75.5 | ||
Joule Processing LLC | |||||
Customer Concentration | |||||
Consideration held by paying agent. | 1.2 | ||||
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | |||||
Customer Concentration | |||||
Consideration held by paying agent. | 1.2 | ||||
Collateral Related to Acquisitions | Frames Holding B.V. | |||||
Customer Concentration | |||||
Restricted cash as collateral | $ 6.4 | $ 6.4 | $ 10.8 | ||
Accounts receivable | Customer concentration | One customers | |||||
Customer Concentration | |||||
Number of customers | customer | 1 | ||||
Concentration risk (as a percent) | 24.90% | ||||
Accounts receivable | Customer concentration | Two customers | |||||
Customer Concentration | |||||
Number of customers | customer | 2 | 2 | |||
Concentration risk (as a percent) | 33.70% | ||||
Revenues | Customer concentration | Two customers | |||||
Customer Concentration | |||||
Number of customers | customer | 2 | 2 | 2 | 2 | |
Concentration risk (as a percent) | 63% | 38% | 41.90% | 35.50% | |
Warrants issued with the Amazon, Inc transaction agreement | |||||
Customer Concentration | |||||
Reduction in revenue | $ 11.5 | $ 3.7 |
Commitements and Contingencies
Commitements and Contingencies - Purchase Obligations (Details) $ in Thousands, € in Millions | Jun. 30, 2023 USD ($) | May 30, 2023 EUR (€) |
Guarantee | ||
Amount of guarantee | € | € 20 | |
Unconditional Purchase Obligation | ||
Remainder of 2023 | $ 26,354 | |
2024 | 43,811 | |
2025 | 8,023 | |
2026 | 8,023 | |
2027 | 2,638 | |
Total | $ 88,849 |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumptions For Estimating Fair Value (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 18, 2023 item $ / shares | May 31, 2023 | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | |
Service Stock Options Awards | ||||||
Employee Benefit Plans | ||||||
Compensation cost | $ 6,900 | $ 6,500 | $ 15,200 | $ 12,400 | ||
Performance Stock Option Awards | ||||||
Employee Benefit Plans | ||||||
Options exercisable (as a percent) | 200% | |||||
Compensation cost | $ 17,900 | 25,300 | $ 35,300 | 50,400 | ||
Percentage of performance stock options | 33.33% | |||||
Threshold number of specified trading days | 30 days | |||||
Stock price hurdles | item | 2 | |||||
Vesting period | 3 years | 7 years | ||||
Assumptions for estimating fair value | ||||||
Remaining VWAP performance period (years) | 3 years | |||||
Risk-free interest rate (as a percent): | 3.60% | |||||
Expected volatility (as a percent): | 75% | |||||
Closing stock price on grant date | $ / shares | $ 7.87 | $ 7.87 | ||||
Performance Stock Option Awards | Share-Based Payment Arrangement, Tranche one | ||||||
Employee Benefit Plans | ||||||
Percentage of performance stock options | 33.33% | |||||
Volume weighted average price | $ / shares | $ 9.84 | |||||
Performance Stock Option Awards | Share-Based Payment Arrangement, Tranche Two | ||||||
Employee Benefit Plans | ||||||
Percentage of performance stock options | 33.33% | |||||
Volume weighted average price | $ / shares | $ 11.81 | |||||
Performance Stock Option Awards | Share-Based Payment Arrangement, Tranche Three | ||||||
Employee Benefit Plans | ||||||
Percentage of performance stock options | 33.34% | |||||
Volume weighted average price | $ / shares | $ 13.77 | |||||
Stock Incentive Plan 2011 And 2021 | ||||||
Employee Benefit Plans | ||||||
Compensation cost | $ 36,861 | 42,553 | $ 77,049 | 83,499 | ||
Company's matching contributions | 3,000 | 6,000 | ||||
Cost of sales | Stock Incentive Plan 2011 And 2021 | ||||||
Employee Benefit Plans | ||||||
Compensation cost | 2,439 | 1,268 | 5,116 | 3,144 | ||
Research and development | Stock Incentive Plan 2011 And 2021 | ||||||
Employee Benefit Plans | ||||||
Compensation cost | 1,765 | 857 | 4,047 | 2,579 | ||
Selling, general and administrative | Stock Incentive Plan 2011 And 2021 | ||||||
Employee Benefit Plans | ||||||
Compensation cost | $ 32,657 | $ 40,428 | $ 67,886 | $ 77,776 |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Activity, Weighted Average Exercise Price (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Service Stock Options Awards | |||||
Shares | |||||
Options outstanding, beginning balance (in shares) | 12,078,269 | ||||
Granted (in shares) | 471,593 | ||||
Exercised (in shares) | (186,437) | ||||
Forfeited (in shares) | (467,033) | ||||
Options outstanding, end balance (in shares) | 11,896,392 | 11,896,392 | 12,078,269 | ||
Options exercisable, ending balance (in shares) | 6,963,514 | 6,963,514 | |||
Options unvested, ending balance (in shares) | 4,932,878 | 4,932,878 | |||
Weighted Average Exercise Price | |||||
Options outstanding, beginning balance, weighted-average exercise price | $ 14.34 | ||||
Granted, weighted-average exercise price | 9.94 | ||||
Exercised, weighted-average exercise price | 3.93 | ||||
Forfeited, weighted-average exercise price | 24.74 | ||||
Options outstanding, ending balance, weighted-average exercise price | $ 13.92 | 13.92 | $ 14.34 | ||
Options exercisable, ending balance, weighted-average exercise price | 10.09 | 10.09 | |||
Options unvested, ending balance, weighted-average exercise price | $ 19.33 | $ 19.33 | |||
Stock option activity additional disclosures | |||||
Options outstanding, weighted-average remaining contractual term | 7 years 2 months 1 day | 7 years 6 months 25 days | |||
Options exercisable, weighted-average remaining contractual term | 6 years 1 month 6 days | ||||
Options unvested, weighted-average remaining contractual term | 8 years 7 months 28 days | ||||
Options outstanding, aggregate intrinsic value | $ 33,238 | $ 33,238 | $ 42,835 | ||
Options exercisable, aggregate intrinsic value | 32,391 | 32,391 | |||
Options unvested, aggregate intrinsic value | 847 | $ 847 | |||
Weighted-average grant date fair value of options granted (per share) | $ 6.76 | $ 15.68 | |||
Fair value of stock options that vested during the period | $ 9,800 | $ 6,200 | |||
Compensation cost | 6,900 | $ 6,500 | 15,200 | 12,400 | |
Unrecognized compensation cost | $ 40,700 | $ 40,700 | |||
Period for recognition | 1 year 10 months 2 days | ||||
Intrinsic fair value of options exercised | $ 1,800 | $ 4,100 | |||
Performance Stock Option Awards | |||||
Shares | |||||
Options outstanding, beginning balance (in shares) | 15,520,000 | ||||
Granted (in shares) | 6,405,000 | 6,405,000 | |||
Exercised (in shares) | 0 | 0 | |||
Options outstanding, end balance (in shares) | 21,925,000 | 21,925,000 | 15,520,000 | ||
Options exercisable, ending balance (in shares) | 1,391,000 | 1,391,000 | |||
Options unvested, ending balance (in shares) | 20,534,000 | 20,534,000 | |||
Weighted Average Exercise Price | |||||
Options outstanding, beginning balance, weighted-average exercise price | $ 26.87 | ||||
Granted, weighted-average exercise price | 7.87 | ||||
Options outstanding, ending balance, weighted-average exercise price | $ 21.32 | 21.32 | $ 26.87 | ||
Options exercisable, ending balance, weighted-average exercise price | 26.92 | 26.92 | |||
Options unvested, ending balance, weighted-average exercise price | $ 20.94 | $ 20.94 | |||
Stock option activity additional disclosures | |||||
Options outstanding, weighted-average remaining contractual term | 5 years 9 months 10 days | 5 years 9 months 21 days | |||
Options granted, weighted-average remaining contractual term | 6 years 10 months 17 days | ||||
Options exercisable, weighted-average remaining contractual term | 5 years 2 months 23 days | ||||
Options unvested, weighted-average remaining contractual term | 5 years 9 months 21 days | ||||
Options unvested, aggregate intrinsic value | $ 0 | $ 0 | |||
Option expected to vest (in shares) | 2,782,000 | 2,782,000 | |||
Unvested stock options expected to vest period for calculation of weighted- average exercise price | 5 years 9 months 21 days | ||||
Vested (in shares) | 0 | 0 | |||
Compensation cost | $ 17,900 | $ 25,300 | $ 35,300 | $ 50,400 | |
Unrecognized compensation cost | $ 62,900 | $ 62,900 | |||
Period for recognition | 1 year 10 months 24 days |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Activity (Details) - Restricted stock and restricted stock units outstanding - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Benefit Plans | ||||
Compensation cost | $ 12,000 | $ 10,900 | $ 26,600 | $ 20,700 |
Unrecognized compensation cost | $ 73,700 | $ 73,700 | ||
Period for recognition | 1 year 10 months 6 days | |||
Fair value of restricted stock units vested | $ 16,800 | $ 8,900 | ||
Shares | ||||
Unvested restricted stock, beginning balance (in shares) | 6,276,376 | |||
Granted (in shares) | 388,693 | |||
Vested (in shares) | (561,915) | |||
Forfeited (in shares) | (573,323) | |||
Unvested restricted stock, end balance (in shares) | 5,529,831 | 5,529,831 | ||
Weighted Average Grant Date Fair Value | ||||
Unvested restricted stock, beginning balance, weighted average grant date fair value | $ 21.56 | |||
Granted, weighted average grant date fair value | 10.42 | $ 24.30 | ||
Vested, weighted average grant date fair value | 29.96 | |||
Forfeited, weighted average grant date fair value | 24.43 | |||
Unvested restricted stock, end balance, weighted average grant date fair value | $ 19.62 | $ 19.62 | ||
Aggregate Intrinsic Value | ||||
Unvested restricted stock, beginning balance, aggregate intrinsic value | $ 77,639 | |||
Unvested restricted stock, end balance, aggregate intrinsic value | $ 57,455 | $ 57,455 |
Employee Benefit Plans - 401(K)
Employee Benefit Plans - 401(K) Saving And Retirement Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Non Employee Director | ||||
Non-Employee Benefit Plan Compensation | ||||
Granted (in shares) | 11,466 | 6,650 | 21,782 | 9,940 |
Compensation cost | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Savings And Retirement Plan 401 K | ||||
401(K) Savings & Retirement Plan | ||||
Common stock, shares issued | 547,174 | 201,180 | ||
Total expense (including issuance of shares) | $ 3 | $ 2 | $ 6 | $ 4.3 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
Accrued payroll and compensation related costs | $ 25,396 | $ 18,231 |
Accrual for capital expenditures | 63,815 | 53,089 |
Accrued accounts payable | 61,451 | 53,899 |
Accrued sales and other taxes | 11,744 | 15,112 |
Accrued interest | 414 | 421 |
Accrued other | 3,495 | 15,678 |
Total | $ 166,315 | $ 156,430 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 260,182 | $ 151,267 | $ 470,468 | $ 292,070 | |
Long-Lived Assets | 1,618,620 | $ 1,618,620 | $ 1,223,115 | ||
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 | 235,521 | 115,213 | $ 397,327 | 228,194 | |
Long-Lived Assets | 1,591,074 | 1,591,074 | 1,209,900 | ||
Europe | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 12,143 | 15,404 | 52,259 | 30,326 | |
Long-Lived Assets | 27,546 | 27,546 | $ 13,215 | ||
Asia | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 5,998 | 17,115 | 9,280 | 27,288 | |
Other. | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 6,520 | $ 3,535 | $ 11,602 | $ 6,262 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (236,398) | $ (206,561) | $ (173,296) | $ (156,489) | $ (442,959) | $ (329,785) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |