Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 05, 2022 | |
Document and Entity Information: | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
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 $.01 per share | |
Trading Symbol | PLUG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 578,101,564 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Central Index Key | 0001093691 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,495,614 | $ 2,481,269 |
Restricted cash | 140,117 | 118,633 |
Available-for-sale securities, at fair value (amortized cost $816,976 and allowance for credit losses of $0 at March 31, 2022 and amortized cost $1,242,933 and allowance for credit losses of $0 at December 31, 2021) | 799,228 | 1,240,265 |
Equity securities | 147,826 | 147,995 |
Accounts receivable | 57,322 | 92,675 |
Inventory | 333,379 | 269,163 |
Contract assets | 38,645 | 38,637 |
Prepaid expenses and other current assets | 87,763 | 59,888 |
Total current assets | 4,099,894 | 4,448,525 |
Restricted cash | 542,851 | 532,292 |
Property, plant, and equipment, net | 324,653 | 255,623 |
Right of use assets related to finance leases, net | 40,068 | 32,494 |
Right of use assets related to operating leases, net | 229,508 | 212,537 |
Equipment related to power purchase agreements and fuel delivered to customers, net | 77,559 | 72,902 |
Contract assets | 68 | 120 |
Goodwill | 232,031 | 220,436 |
Intangible assets, net | 212,407 | 158,208 |
Investments in non-consolidated entities and non-marketable equity securities | 41,312 | 12,892 |
Other assets | 3,454 | 4,047 |
Total assets | 5,803,805 | 5,950,076 |
Current liabilities: | ||
Accounts payable | 78,711 | 92,307 |
Accrued expenses | 64,970 | 79,237 |
Deferred revenue and other contract liabilities | 92,682 | 116,377 |
Operating lease liabilities | 33,540 | 30,822 |
Finance lease liabilities | 5,654 | 4,718 |
Finance obligations | 44,337 | 42,040 |
Current portion of long-term debt | 4,155 | 15,252 |
Loss accrual for service contracts and other current liabilities | 34,282 | 39,800 |
Total current liabilities | 358,331 | 420,553 |
Deferred revenue and other contract liabilities | 62,503 | 66,713 |
Operating lease liabilities | 186,151 | 175,635 |
Finance lease liabilities | 30,520 | 24,611 |
Finance obligations | 215,887 | 211,644 |
Convertible senior notes, net | 192,949 | 192,633 |
Long-term debt | 104,990 | 112,794 |
Loss accrual for service contracts and other liabilities | 176,242 | 139,797 |
Total liabilities | 1,327,573 | 1,344,380 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 1,500,000,000 shares authorized; Issued (including shares in treasury): 595,209,356 at March 31, 2022 and 594,729,610 at December 31, 2021 | 5,952 | 5,947 |
Additional paid-in capital | 7,116,125 | 7,070,710 |
Accumulated other comprehensive loss | (18,462) | (1,532) |
Accumulated deficit | (2,553,392) | (2,396,903) |
Less common stock in treasury: 17,146,337 at March 31, 2022 and 17,074,710 at December 31, 2021 | (73,991) | (72,526) |
Total stockholders' equity | 4,476,232 | 4,605,696 |
Total liabilities and stockholders' equity | $ 5,803,805 | $ 5,950,076 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets | ||
Amortized cost | $ 816,976 | $ 1,242,933 |
Allowance for Credit Losses | $ 0 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 595,209,356 | 594,729,610 |
Common stock in treasury, shares | 17,146,337 | 17,074,710 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net revenue: | ||
Net revenue | $ 140,804 | $ 71,958 |
Cost of revenue: | ||
Provision for loss contracts related to service | 2,048 | 1,485 |
Total cost of revenue | 176,153 | 84,129 |
Gross loss | (35,349) | (12,171) |
Operating expenses: | ||
Research and development | 20,461 | 9,742 |
Selling, general and administrative | 80,890 | 25,579 |
Change in fair value of contingent consideration | 2,461 | 790 |
Total operating expenses | 103,812 | 36,111 |
Operating loss | (139,161) | (48,282) |
Interest income | 2,054 | 68 |
Interest expense | (8,648) | (12,334) |
Other expense, net | (1,309) | (198) |
Realized loss on investments, net | (847) | |
Change in fair value of equity securities | (5,159) | |
Loss on equity method investments | (3,833) | |
Loss before income taxes | (156,903) | (60,746) |
Income tax benefit | (414) | 0 |
Net loss | $ (156,489) | $ (60,746) |
Net loss per share: | ||
Net loss per share, basic | $ (0.27) | $ (0.12) |
Net loss per share, diluted | $ (0.27) | $ (0.12) |
Weighted average number of common stock outstanding, basic | 577,866,983 | 513,458,287 |
Weighted average number of common stock outstanding, diluted | 577,866,983 | 513,458,287 |
Sales of fuel cell systems, related infrastructure and equipment | ||
Net revenue: | ||
Net revenue | $ 108,847 | $ 46,772 |
Cost of revenue: | ||
Cost of revenue | 88,828 | 28,974 |
Services performed on fuel cell systems and related infrastructure | ||
Net revenue: | ||
Net revenue | 8,240 | 6,045 |
Cost of revenue: | ||
Cost of revenue | 13,875 | 13,086 |
Power purchase agreements | ||
Net revenue: | ||
Net revenue | 10,037 | 7,826 |
Cost of revenue: | ||
Cost of revenue | 31,753 | 18,343 |
Fuel delivered to customers and related equipment | ||
Net revenue: | ||
Net revenue | 13,429 | 11,127 |
Cost of revenue: | ||
Cost of revenue | 39,272 | 22,143 |
Other | ||
Net revenue: | ||
Net revenue | 251 | 188 |
Cost of revenue: | ||
Cost of revenue | $ 377 | $ 98 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (156,489) | $ (60,746) |
Foreign currency translation loss | (1,850) | (1,123) |
(Loss) gain in net unrealized loss on available-for-sale securities | (15,080) | 92 |
Comprehensive loss attributable to the Company | $ (173,419) | $ (61,777) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock7.5% Convertible Senior Note | Common StockPrivate placement | Common Stock | Additional Paid-in-Capital7.5% Convertible Senior Note | Additional Paid-in-CapitalPrivate placement | Additional Paid-in-Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | 7.5% Convertible Senior Note | Private placement | Total |
Balance at Dec. 31, 2020 | $ 4,740 | $ 3,446,650 | $ 2,451 | $ (40,434) | $ (1,946,488) | $ 1,466,919 | ||||||
Balance (in shares) at Dec. 31, 2020 | 473,977,469 | 15,926,068 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net loss | (60,746) | (60,746) | ||||||||||
Other comprehensive (loss) gain | (1,031) | (1,031) | ||||||||||
Stock-based compensation | 9,695 | 9,695 | ||||||||||
Stock-based compensation (in shares) | 15,166 | |||||||||||
Issuance of common stock, net | $ 549 | $ 322 | $ 1,564,088 | 2,022,866 | $ 1,564,637 | 2,023,188 | ||||||
Issuance of common stock, net (in shares) | 54,966,188 | 32,200,000 | ||||||||||
Stock option exercises | $ 18 | 4,691 | 4,709 | |||||||||
Stock option exercises (in shares) | 1,758,375 | |||||||||||
Exercise of warrants | $ 163 | 15,282 | 15,445 | |||||||||
Exercise of warrants (in shares) | 16,308,978 | |||||||||||
Provision for common stock warrants | 1,601 | 1,601 | ||||||||||
Conversion of 7.5% Convertible Senior Note | $ 30 | $ 15,155 | $ 15,185 | |||||||||
Conversion of 7.5% Convertible Senior Note (in shares) | 3,016,036 | |||||||||||
Repurchase of 5.5% Convertible Senior Notes, net of income tax benefit | $ 1 | 159 | 160 | |||||||||
Repurchase of 5.5% Convertible Senior Notes, net of income tax benefit (in shares) | 69,808 | |||||||||||
Balance (ASU 2020-06) at Mar. 31, 2021 | (130,249) | 9,550 | (120,699) | |||||||||
Balance at Mar. 31, 2021 | $ 5,823 | 6,949,938 | 1,420 | $ (40,434) | (1,997,684) | 4,919,063 | ||||||
Balance (in shares) at Mar. 31, 2021 | 582,312,020 | 15,926,068 | ||||||||||
Balance at Dec. 31, 2021 | $ 5,947 | 7,070,710 | (1,532) | $ (72,526) | (2,396,903) | $ 4,605,696 | ||||||
Balance (in shares) at Dec. 31, 2021 | 594,729,610 | 17,074,710 | 594,729,610 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net loss | (156,489) | $ (156,489) | ||||||||||
Other comprehensive (loss) gain | (16,930) | (16,930) | ||||||||||
Stock-based compensation | $ 2 | 43,384 | 43,386 | |||||||||
Stock-based compensation (in shares) | 226,221 | |||||||||||
Stock option exercises and issuance of common stock under restricted stock awards | $ 3 | 288 | 291 | |||||||||
Stock option exercises and issuance of common stock under restricted stock awards (in shares) | 253,525 | |||||||||||
Treasury stock acquired from employees upon exercise of stock options | $ (1,465) | (1,465) | ||||||||||
Treasury stock acquired from employees upon exercise of stock options (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 | 595,209,356 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Sep. 30, 2019 | Mar. 31, 2018 |
5.5% Convertible Senior Notes | |||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||
3.75% Convertible Senior Notes | |||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||||
7.5% Convertible Senior Note | |||||||||
Interest rate (as a percent) | 7.50% | 7.50% |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Operating activities | |||
Net loss | $ (156,489) | $ (60,746) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation of long-lived assets | 2,842 | 5,514 | |
Amortization of intangible assets | 5,190 | 364 | |
Stock-based compensation | 43,386 | 9,695 | |
Amortization of debt issuance costs and discount on convertible senior notes | 661 | 1,092 | |
Provision for common stock warrants | 1,852 | 1,705 | |
Deferred income tax expense | (414) | ||
Benefit on service contracts | (7,297) | (361) | |
Fair value adjustment to contingent consideration | (2,461) | (790) | |
Net realized loss on investments | 847 | ||
Amortization of premium on available-for-sale securities | 2,290 | ||
Lease origination costs | (1,613) | ||
Change in fair value for equity securities | 5,159 | ||
Loss on equity method investments | 3,833 | ||
Changes in operating assets and liabilities that provide (use) cash: | |||
Accounts receivable | 36,170 | 109 | |
Inventory | (63,702) | (46,791) | |
Contract assets | 44 | ||
Prepaid expenses and other assets | (27,107) | (4,641) | |
Accounts payable, accrued expenses, and other liabilities | (25,096) | (23,516) | |
Deferred revenue and other contract liabilities | (28,014) | 1,267 | |
Net cash used in operating activities | (209,919) | (117,099) | |
Investing activities | |||
Purchases of property, plant and equipment | (78,394) | (9,879) | |
Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers | (6,796) | (3,332) | |
Purchase of available-for-sale securities | (114,173) | (405,168) | |
Proceeds from sales of available-for-sale securities | 469,563 | ||
Proceeds from maturities of available-for-sale securities | 67,430 | ||
Purchase of equity securities | (4,990) | ||
Net cash paid for acquisitions | (26,473) | ||
Cash paid for non-consolidated entities and non-marketable equity securities | (32,253) | ||
Net cash provided by (used in) investing activities | 273,914 | (418,379) | |
Financing activities | |||
Proceeds from exercise of warrants, net of transaction costs | 15,445 | ||
Payments of contingent consideration | (2,667) | ||
Proceeds from public and private offerings, net of transaction costs | 3,587,825 | ||
Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation | (1,465) | ||
Proceeds from exercise of stock options | 291 | 4,709 | |
Principal payments on long-term debt | (19,246) | (14,461) | |
Proceeds from finance obligations | 17,273 | 10,661 | |
Principal repayments of finance obligations and finance leases | (12,427) | (9,806) | |
Net cash (used in) provided by financing activities | (18,241) | 3,594,373 | |
Effect of exchange rate changes on cash | 634 | (51) | |
Increase in cash and cash equivalents | 14,345 | 3,036,663 | |
Increase in restricted cash | 32,043 | 22,181 | |
Cash, cash equivalents, and restricted cash beginning of period | 3,132,194 | 1,634,284 | $ 1,634,284 |
Cash, cash equivalents, and restricted cash end of period | 3,178,582 | 4,693,128 | $ 3,132,194 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest, net capitalized interest of $4.3 million | 5,731 | 2,608 | |
Summary of non-cash activity | |||
Recognition of right of use asset - finance leases | 8,070 | 5,292 | |
Recognition of right of use asset - operating leases | 20,070 | 12,720 | |
Net tangible assets (liabilities) acquired (assumed) in a business combination | 56,929 | ||
Intangible assets acquired in a business combination | 60,522 | ||
Conversion of convertible senior notes to common stock | $ 15,345 | ||
Net transfers between inventory and long-lived assets | 489 | ||
Accrued purchase of fixed assets, cash to be paid in subsequent period | $ 6,707 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Condensed Consolidated Statements of Cash Flows | |
Net capitalized interest | $ 4.3 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations Plug Power Inc. (the “Company,” “Plug,” “we” or “our”) is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. While we continue to develop commercially-viable hydrogen and fuel cell product solutions to replace lead-acid and lithium batteries in electric material handling vehicles and industrial trucks for some of the world’s largest retail-distribution and manufacturing businesses, we have expanded our offerings to support a variety of commercial operations that can be powered with green hydrogen. We also provide electrolyzers that allow customers — such as refineries, producers of chemicals, steel and fertilizer and commercial refueling stations — to generate hydrogen on-site. Additionally, we intend for our electrolyzers to be used to generate green hydrogen within Plug’s own plants that will then be sold to customers. We are focusing our efforts on industrial mobility applications, including electric forklifts and electric industrial vehicles, at multi-shift high volume manufacturing and high throughput distribution sites where we believe our products and services provide a unique combination of productivity, flexibility, and environmental benefits. Additionally, we manufacture and sell fuel cell products to replace batteries and diesel generators in stationary back-up power applications for telecommunications, transportation, and utility customers. Plug supports these markets with an ecosystem of integrated products that make, transport, handle, dispense and use hydrogen. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of HyVia, AccionaPlug S.L., and HALO Hydrogen Co, Ltd., using the equity method based on our economic ownership interest and our ability to exercise significant influence over the operating and financial decisions of HyVia, AccionaPlug S.L., and HALO Hydrogen Co, Ltd. Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”). The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2021 has been derived from the Company’s December 31, 2021 audited consolidated financial statements. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with our 2021 Form 10-K . Recent Accounting Pronouncements Recently Adopted Accounting Guidance Other than the adoption of the accounting guidance mentioned i n our 2021 Form 10-K, Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of March 31, 2022 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Acquisitions | |
Acquisitions | 3. Acquisitions Joule Processing LLC On January 14, 2022, the Company acquired Joule Processing LLC (“Joule”), an engineered modular equipment, process design and procurement company founded in 2009. The fair value of consideration paid by the Company in connection with the Joule acquisition was as follows (in thousands): Cash $ 28,140 Contingent consideration 41,732 Total consideration $ 69,872 The contingent consideration represents the estimated fair value associated with earn-out payments of up to $130 million that the sellers are eligible to receive in cash or shares of the Company’s common stock (at the Company’s election). Of the total earnout consideration, $90 million is related to the achievement of certain financial performance and $40 million is related to the achievement of certain internal operational milestones. The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Current assets $ 2,672 Property, plant and equipment 493 Right of use asset 182 Identifiable intangible assets 60,522 Lease liability (374) Current liabilities (2,748) Contract liability (3,818) Total net assets acquired, excluding goodwill $ 56,929 The preliminary allocation of the purchase price is still considered provisional due to the finalization of the valuation for the assets acquired and liabilities assumed in relation to the Joule acquisition. Therefore, the fair values of the assets acquired and liabilities assumed are subject to change as we obtain additional information for valuation assumptions such as market demand for Joule product lines to support forecasted revenue growth and the likelihood of achieving earnout milestones during the measurement period, which will not exceed 12 months from the date of acquisition. The fair value of the developed technology totaling $59.2 million included in the identifiable intangible assets was calculated using the multi-period excess earnings method (“MPEEM”) approach which is a variant of the income approach. The basic principle of the MPEEM approach is that a single asset, in isolation, is not capable of generating cash flow for an enterprise. Several assets are brought together and exploited to generate cash flow. Therefore, to determine cash flow from the developed technology over its useful life of 15 years , one must deduct the related expenses incurred for the exploitation of other assets used for the generation of overall cash flow. The fair value of the tradename totaling $0.8 million was calculated using the relief from royalty approach which is a variant of the income approach, and was assigned a useful life of four years . The fair value of the non-compete agreements was $0.5 million with a useful life of six years . In addition to identifiable intangible assets, the fair value of acquired work in process and finished goods inventory, included in inventory, was estimated based on the estimated selling price less costs to be incurred and a market participant profit rate. In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $41.7 million representing the fair value of contingent consideration payable, and is recorded in the unaudited condensed consolidated balance sheet in the . The fair value of this contingent 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 (56,929) Total goodwill recognized $ 12,943 The acquisition of Joule contributed $1.4 million to total consolidated revenue for the three months ended March 31, 2022. Joule results are monitored by the Company and as a result, the Company determined it impractical to report net loss for the Joule acquisition for the three months ended March 31, 2022. Applied Cryo Technologies Acquisition On November 22, 2021, the Company acquired 100% of the outstanding shares of Applied Cryo Technologies, Inc. (“Applied Cryo”). Applied Cryo is a manufacturer of engineered equipment servicing multiple applications, including cryogenic trailers and mobile storage equipment for the oil and gas markets and equipment for the distribution of liquified hydrogen, oxygen, argon, nitrogen and other cryogenic gases. The fair value of consideration paid by the Company in connection with the Applied Cryo acquisition was as follows (in thousands): Cash $ 98,559 Plug Power Inc. Common Stock 46,697 Contingent consideration 14,000 Settlement of preexisting relationship 2,837 Total consideration $ 162,093 Included in the $98.6 million of cash consideration above, $5.0 million is consideration held by our paying agent in connection with the acquisition and is reported as restricted cash, with a corresponding accrued liability as of March 31, 2022 on the Company’s unaudited interim condensed consolidated balance sheet. We expect that this will be settled in 2022. The contingent consideration represents the estimated fair value associated with earn-out payments of up to $30.0 million that the sellers are eligible to receive in cash or shares of the Company’s common stock (at the Company’s election). Of the total earnout consideration, $15.0 million is related to financial performance, and $15.0 million is related to internal operational milestones. The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Cash $ 1,180 Accounts receivable 4,123 Inventory 24,655 Prepaid expenses and other assets 1,506 Property, plant and equipment 4,515 Right of use asset 2,788 Identifiable intangible assets 70,484 Lease liability (2,672) Accounts payable, accrued expenses and other liabilities (8,206) Deferred tax liability (16,541) Deferred revenue (12,990) Total net assets acquired, excluding goodwill $ 68,842 The preliminary allocation of the purchase price is still considered provisional due to the tradename, technology, and customer relationship valuations. The Company continues to evaluate valuation assumptions such as the market demand for the Applied Cryo existing product lines to support forecasted revenue growth. Additionally, the Company continues to research the technology and buying power of Applied Cryo and evaluate the likelihood of achieving the additional production capacity needed in a timely manner to meet earnout milestones. Any necessary adjustments will be finalized within one year from the date of acquisition. Identifiable intangible assets consisted of developed technology, tradename, acquired customer relationships, non-compete agreements and backlog. The fair value of the developed technology totaling $26.3 million was calculated using the relief from royalty approach which is a variant of the income approach. The application of the relief from royalty approach involves estimating the value of an intangible asset by quantifying the present value of the stream of market derived royalty payments that the owner of the intangible asset is exempted or ‘relieved’ from paying. The developed technology has a useful life of 15 years . The fair value of the tradename totaling $13.7 million was calculated using the relief from royalty approach with a useful life of 15 years . The fair value of the acquired customer relationships totaling $26.6 million was calculated using the MPEEM approach and has a 15 year useful life. The fair value of the acquired customer relationships was estimated by discounting the net cash flow derived from the expected revenues attributable to the acquired customer relationships. The fair value of the non-compete agreements was $1.0 million with a useful life of three years . The fair value of the customer backlog was $2.9 million with a useful life of one year . In addition to identifiable intangible assets, the fair value of acquired work in process and finished goods inventory, included in inventory, was estimated based on the estimated selling price less costs to be incurred and a market participant profit rate. Included in the purchase price consideration are contingent earn-out payments described above. Due to the nature of the earn-outs, a scenario based analysis using the probability of achieving the milestone expectations was used to value these contingent payments. These fair value measurements were based on unobservable inputs and are considered to be level 3 financial instruments. In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $14.0 million representing the fair value of contingent consideration payable. The fair value of this contingent M arch 31, 2022, and was $14.1 million for the three months ended March 31, 2022, and $0.1 million was recorded in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2022. Included in Applied Cryo’s total net assets acquired, excluding goodwill, were net deferred tax liabilities of $16.5 million. In connection with the acquisition of these net deferred tax liabilities, the Company reduced its valuation allowance by $16.5 million and recognized a tax benefit $16.5 million during the year ended December 31, 2021. The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Applied Cryo acquisition was calculated as follows (in thousands): Consideration paid $ 162,093 Less: net assets acquired (68,842) Total goodwill recognized $ 93,251 The acquisition of Applied Cryo contributed $16.9 million to total consolidated revenue for the three months ended March 31, 2022. Applied Cryo results are monitored by the Company and as a result, the Company determined it impractical to report net loss for the Applied Cryo acquisition for the three months ended March 31, 2022. Frames Holding B.V. Acquisition On December 9, 2021, the Company acquired 100% of the outstanding shares of Frames Holding B.V. (“Frames”). Frames, a leading provider of turnkey hydrogen solutions. The fair value of consideration paid by the Company in connection with the Frames acquisition was as follows (in thousands): Cash $ 94,541 Contingent consideration 29,057 Settlement of preexisting relationship 4,263 Total consideration $ 127,861 The contingent consideration represents the estimated fair value associated with earn-out payments of up to €30.0 million that the sellers are eligible to receive in the form of cash. The contingent consideration is related to the achievement of certain internal operational targets during the four years following the closing date and is payable in two equal installments. The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the total net assets acquired, excluding goodwill (in thousands): Cash $ 45,394 Accounts receivable 17,910 Inventory 34 Prepaid expenses and other assets 3,652 Property, plant and equipment 709 Right of use asset 1,937 Contract asset 9,960 Identifiable intangible assets 50,478 Lease liability (1,937) Contract liability (22,737) Accounts payable, accrued expenses and other liabilities (18,465) Deferred tax liability (4,105) Provision for loss contracts (2,636) Warranty provisions (7,566) Total net assets acquired, excluding goodwill $ 72,628 The preliminary allocation of the purchase price is still considered provisional due to outstanding customer valuation analysis. Identifiable intangible assets consisted of developed technology, tradename, acquired customer relationships, non-compete agreements and backlog. The fair value of the developed technology totaling $5.3 million was calculated using the relief from royalty approach which is a variant of the income approach, and it has a useful life of eight years . The fair value of the tradename totaling $11.6 million was calculated using the relief from royalty approach, and it has a useful life of eight years . The fair value of the acquired customer relationships totaling $27.2 million was calculated using the MPEEM approach which is a variant of the income approach, and it has a useful life of 17 years . The fair value of the customer relationships was estimated by discounting the net cash flow derived from the expected revenues attributable to the acquired customer relationships. The fair value of the non-compete agreements totaling $4.9 million was calculated using the with and without income approach, and it has a useful life of approximately four years . The fair value of the backlog was $1.4 million, and it has a useful life of one year . Included in the purchase price consideration are contingent earn-out payments described above. Due to the nature of the earn-outs, a scenario based analysis using the probability of achieving the milestone expectations was used to determine the fair value of the contingent consideration. These fair value measurements were based on unobservable inputs and are considered to be level 3 financial instruments. In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $29.1 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was remeasured as of March 31, 2022, and was $29.4 million for the three months ended March 31, 2022. The Company recorded an adjustment of $0.3 million for the three months ended March 31, 2022 in the unaudited interim condensed consolidated statement of operations. Included in Frames’ total net assets acquired, excluding goodwill, are net deferred tax liabilities of $4.1 million. The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Frames acquisition was calculated as follows (in thousands): Consideration paid $ 127,861 Less: net assets acquired (72,628) Total goodwill recognized $ 55,233 The above estimates are preliminary in nature and subject to adjustments. Any necessary adjustments will be finalized within one year from the date of acquisition. Substantially all the receivables acquired are expected to be collectable. Purchased goodwill is not expected to be deductible for tax purposes. The acquisition of Frames contributed $22.0 million to total consolidated revenue for the three months ended March 31, 2022. Frames results are monitored by the Company and as a result, the Company determined it impractical to report net loss for the Frames acquisition for the three months ended March 31, 2022. None of the Joule, Applied Cryo Technologies, or the Frames acquisition was material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. |
Extended Maintenance Contracts
Extended Maintenance Contracts | 3 Months Ended |
Mar. 31, 2022 | |
Extended Maintenance Contracts | |
Extended Maintenance Contracts | 4. Extended Maintenance Contracts On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems and related infrastructure that have been sold. The following table shows the rollforward of balance in the accrual for loss contracts, including changes due to the provision for loss accrual, loss accrual from acquisition, releases to service cost of sales, and releases due to the provision for warrants (in thousands): Three months ended Year ended March 31, 2022 December 31, 2021 Beginning balance $ 89,773 $ 24,013 Provision for loss accrual 2,048 71,988 Loss accrual from acquisition — 2,636 Releases to service cost of sales (9,345) (8,864) Ending balance $ 82,476 $ 89,773 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share | |
Earnings Per Share | 5. Earnings Per Share Basic earnings per common stock are computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the reporting period. In periods when we have net income, the shares of our common stock subject to the convertible notes outstanding during the period will be included in our diluted earnings per share under the if-converted method. Since the Company is in a net loss position, all common stock equivalents would be considered anti-dilutive and are therefore not included in the determination of diluted earnings per share. Accordingly, basic and diluted loss per share are the same. The potentially dilutive securities are summarized as follows: At March 31, 2022 2021 Stock options outstanding (1) 24,185,000 9,020,891 Restricted stock outstanding (2) 5,439,207 6,416,308 Common stock warrants (3) 80,017,181 88,264,726 Convertible Senior Notes (4) 39,170,766 39,170,766 Number of dilutive potential shares of common stock 148,812,154 142,872,691 (1) During the three months ended March 31, 2022 and 2021, the Company granted options for 451,500 and 581,000 shares of common stock, respectively. (2) During the three months ended March 31, 2022 and 2021, the Company granted 802,500 and 555,000 restricted shares of common stock, respectively. (3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 17,461,994 and 9,214,449 shares of the Company’s common stock as of March 31, 2022 and 2021, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of March 31, 2022 and 2021. (4) In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023 (the “5.5% Convertible Senior Notes”). In May 2020, the Company repurchased $66.3 million of the 5.5% Convertible Senior Notes and in the fourth quarter of 2020, $33.5 million of the 5.5% Convertible Senior Notes were converted into approximately 14.6 million shares of common stock. The remaining $160.0 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock in January 2021. In September 2019, the Company issued $40.0 million in aggregate principal amount of the 7.5% Convertible Senior Note due 2023 (the “7.5% Convertible Senior Note”), which was fully converted into 16.0 million shares of common stock on July 1, 2020. In May 2020, the Company issued $212.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes. There were no conversions for the three months ended March 31, 2022. For the three months ended March 31, 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted, resulting in the issuance of 3,016,036 shares of common stock. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory | |
Inventory | 6. Inventory Inventory as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): March 31, December 31, 2022 2021 Raw materials and supplies - production locations $ 247,100 $ 187,449 Raw materials and supplies - customer locations 14,301 16,294 Work-in-process 62,558 58,341 Finished goods 9,420 7,079 Inventory $ 333,379 $ 269,163 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment at March 31, 2022 and December 31, 2021 consisted of the following (in thousands): March 31, 2022 December 31, 2021 Land $ 1,165 $ 1,165 Construction in progress 235,548 169,415 Leasehold improvements 2,645 2,099 Software, machinery, and equipment 116,974 112,068 Property, plant, and equipment 356,332 284,747 Less: accumulated depreciation (31,679) (29,124) Property, plant, and equipment, net $ 324,653 $ 255,623 Construction in progress is primarily comprised of construction of hydrogen production plants and the 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 March 31, 2022 and 2021, we capitalized $4.3 million and $0 of interest, respectively. Depreciation expense related to property, plant and equipment was $2.6 million and $1.6 million for the three months ended March 31, 2022 and 2021, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 8. Intangible Assets and Goodwill The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of March 31, 2022 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 14 years $ 104,605 $ (7,121) $ 97,484 Dry stack electrolyzer technology 5 years 29,000 (483) 28,517 Customer relationships, Non-compete agreements, Backlog & Trademark 12 years 90,811 (4,405) 86,406 $ 224,416 $ (12,009) $ 212,407 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2021 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 13 years $ 45,530 $ (5,392) $ 40,138 Customer relationships, Non-compete agreements, Backlog & Trademark 12 years 90,497 (1,427) 89,070 In process research and development Indefinite 29,000 — 29,000 $ 165,027 $ (6,819) $ 158,208 The change in the gross carrying amount of the acquired technology from December 31, 2021 to March 31, 2022 was primarily due to the acquisition of Joule, the addition of the dry build electrolyzer stack related to the Giner ELX acquisition, and changes in foreign currency translation. Amortization expense for acquired identifiable intangible assets for the three months ended March 31, 2022 and 2021 was $5.2 million and $0.4 million, respectively. The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2022 $ 18,743 2023 21,189 2024 21,131 2025 20,353 2026 18,797 2027 and thereafter 112,194 Total $ 212,407 The change in the carrying amount of goodwill for the three month period ended March 31, 2022 was as follows (in thousands): Beginning balance at December 31, 2021 $ 220,436 Acquisitions 12,943 Adjustments (52) Loss due to currency translation (1,296) Ending balance at March 31, 2022 $ 232,031 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Long-Term Debt | |
Long-Term Debt | 9. Long-Term Debt In March 2019, the Company entered into a loan and security agreement, as amended (the “Loan Agreement”), with Generate Lending, LLC (“Generate Capital”), providing for a secured term loan facility in the amount of $100 million (the “Term Loan Facility”). On March 31, 2022, the outstanding balance under the Term Loan Facility was $99.8 million. The carrying value of the Term Loan Facility approximates fair value. The Loan Agreement includes covenants, limitations, and events of default customary for similar facilities. Interest and a portion of the principal amount is payable on a quarterly basis. Principal payments are funded in part by releases of restricted cash, as described in Note 19, “Commitments and Contingencies.” Based on the amortization schedule as of March 31, 2022, the aforementioned loan balance under the Term Loan Facility will be fully paid by October 31, 2025. At March 31, 2022, the Company was in compliance with all debt covenants under the Term Loan Facility. |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Senior Notes. | |
Convertible Senior Notes | 10. Convertible Senior Notes 3.75% Convertible Senior Notes On May 18, 2020, the Company issued $200.0 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). On May 29, 2020, the Company issued an additional $12.5 million in aggregate principal amount of 3.75% Convertible Senior Notes. During the three months ended March 31, 2022, there were no conversions of the 3.75% Convertible Senior Notes. The 3.75% Convertible Senior Notes consisted of the following (in thousands): March 31, 2022 Principal amounts: Principal $ 197,278 Unamortized debt issuance costs (1) (4,329) Net carrying amount $ 192,949 1) Included in the unaudited interim condensed consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method. The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes (in thousands, except for effective interest rate): March 31, March 31, 2022 2021 Interest expense $ 1,849 $ 1,897 Amortization of debt issuance costs 316 1,258 Total 2,165 3,155 Effective interest rate 4.5% 4.5% Capped Call In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “3.75% Notes Capped Call”) with certain counterparties at a price of $16.2 million. The 3.75% Notes Capped Call covers, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 3.75% Convertible Senior Notes and The net cost incurred in connection with the 3.75% Notes Capped Call were recorded as a reduction to additional paid-in capital in the unaudited interim condensed consolidated balance sheets. The book value of the 3.75% Notes Capped Call is not remeasured. Common Stock Forward In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due on March 15, 2023, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, which have been fully converted into shares of common stock. In connection with the issuance of the 5.5% Convertible Senior Notes, the Company entered into a forward stock purchase transaction (the “Common Stock Forward”), pursuant to which the Company agreed to purchase 14,397,906 shares of its common stock for settlement on or about March 15, 2023. On May 18, 2020, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025. The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions. The net cost incurred in connection with the Common Stock Forward of $27.5 million was recorded as an increase in treasury stock in the unaudited interim condensed consolidated balance sheets. The related shares were accounted for as a repurchase of common stock. The book value of the Common Stock Forward is not remeasured. There were no shares of common stock settled in connection with the Common Stock Forward during the three months ended March 31, 2022. During the three months ended March 31, 2021, the Common Stock Forward was partially settled and 5.9 million shares were received by the Company. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Stockholders’ Equity Common Stock and Warrants In February 2021, the Company completed a sale of its common stock in connection with a strategic partnership with SK Holdings Co., Ltd. (“SK Holdings”) to accelerate the use of hydrogen as an alternative energy source in Asian markets. The Company sold 54,966,188 shares of its common stock to a subsidiary of SK Holdings at a purchase price of $29.2893 per share, or an aggregate purchase price of approximately $1.6 billion. In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $2.0 billion. In November 2020, the Company issued and sold in a registered equity offering an aggregate of 43,700,000 shares of its common stock at a purchase price of $22.25 per share for net proceeds of approximately $927.3 million. In August 2020, the Company issued and sold in a registered equity offering an aggregate of 35,276,250 shares of its common stock at a purchase price of $10.25 per share for net proceeds of approximately $344.4 million. During 2017, warrants to purchase up to 110,573,392 shares of common stock were issued in connection with transaction agreements with Amazon and Walmart, as discussed in Note 12, “Warrant Transaction Agreements.” At March 31, 2022 and December 31, 2021, 75,655,478 of the warrant shares had vested, and were therefore exercisable. These warrants are measured at fair value at the time of grant or modification and are classified as equity instruments on the unaudited interim condensed consolidated balance sheets. |
Warrant Transaction Agreements
Warrant Transaction Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Warrant Transaction Agreements | |
Warrant Transaction Agreements | 12. Warrant Transaction Agreements Amazon Transaction Agreement On April 4, 2017, the Company and Amazon entered into a Transaction Agreement (the “Amazon Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “Amazon Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock (the “Amazon Warrant Shares”), subject to certain vesting events described below. The Company and Amazon entered into the Amazon Transaction Agreement in connection with existing commercial agreements between the Company and Amazon with respect to the deployment of the Company’s GenKey fuel cell technology at Amazon distribution centers. The existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the Amazon Warrant Shares was conditioned upon payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the existing commercial agreements. The warrant had been exercised with respect to 17,461,994 shares of the Company’s common stock as of both March 31, 2022 and December 31, 2021. At December 31, 2021, all 55,286,696 of the Amazon Warrant Shares had vested. For service contracts entered into prior to December 31, 2020, the warrant charge associated with that revenue was capitalized and is subsequently amortized over the life of the service contract. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the three months ended March 31, 2022 and 2021 was $110 thousand and $104 thousand, 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 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 both March 31, 2022 and December 31, 2021. At both March 31, 2022 and December 31, 2021, 20,368,782 of the Walmart Warrant Shares had vested. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the three months ended March 31, 2022 and 2021 was $1.7 million and $1.6 million, respectively. During the three months ended March 31, 2022 and 2021, respectively, the Walmart Warrant was exercised with respect to 0 and 7,274,565 shares of common stock. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue | |
Revenue | 13. Revenue Disaggregation of revenue The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended March 31, 2022 2021 Sales of fuel cell systems $ 37,528 $ 26,419 Sales of hydrogen infrastructure 27,089 20,353 Sales of electolyzers 4,059 — Sales of oil and gas equipment 21,968 — Services performed on fuel cell systems and related infrastructure 8,240 6,045 Power Purchase Agreements 10,037 7,826 Fuel delivered to customers 13,429 11,127 Sales of cryogenic equipment 18,203 — Other 251 188 Net revenue $ 140,804 $ 71,958 Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): March 31, December 31, 2022 2021 Accounts receivable $ 57,322 $ 92,675 Contract assets 38,713 38,757 Contract liabilities 155,185 183,090 Contract assets relate to contracts for which revenue is recognized on a straight-line basis; however, billings escalate over the life of a contract. Contract assets also include amounts recognized as revenue in advance of billings to customers, which are dependent upon the satisfaction of another performance obligation. These amounts are included in contract assets on the accompanying unaudited interim condensed consolidated balance sheets. The contract liabilities relate to the advance consideration received from customers for services that will be recognized over time (primarily fuel cell and related infrastructure services) and advance consideration received from customers prior to delivery of products. These amounts are included within deferred revenue and other contract liabilities on the unaudited interim condensed consolidated balance sheets. Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands): Contract assets Three months ended March 31, 2022 December 31, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (3,693) $ (14,638) Contract assets assumed as part of acquisition — 9,960 Revenue recognized and not billed as of the end of the period 3,649 25,246 Net change in contract assets $ (44) $ 20,568 Contract liabilities Three months ended March 31, 2022 December 31, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 13,327 $ 182,052 Contract liabilities assumed as part of acquisitions 3,818 35,727 Revenue recognized that was included in the contract liability balance as of the beginning of the period (45,050) (110,974) Net change in contract liabilities $ (27,905) $ 106,805 Estimated future revenue The following table includes estimated revenue included in the backlog expected to be recognized in the future (sales of fuel cell systems and hydrogen Power Purchase five March 31, 2022 Sales of fuel cell systems $ 16,466 Sale of hydrogen installations and other infrastructure 40,487 Sale of electrolyzers 51,267 Sales of oil and gas equipment 73,270 Services performed on fuel cell systems and related infrastructure 98,635 Power Purchase Agreements 255,929 Fuel delivered to customers and related equipment 83,796 Sale of cryogenic equipment 62,299 Total estimated future revenue $ 682,149 Contract costs Contract costs consist of capitalized commission fees and other expenses related to obtaining or fulfilling a contract. Capitalized contract costs at March 31, 2022 and March 31, 2021 were $0.5 million and $1.7 million, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The domestic net deferred tax asset generated from the Company’s net operating loss has been offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carry forward will not be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 15. Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. Available-for-sale securities are characterized as Level 2 assets, as their fair values are determined using observable market inputs. Equity securities are characterized as Level 1 assets, as their fair values are determined using active markets for identical assets. There were no transfers between Level 1 Level 2 Level 3 three Financial instruments not recorded at fair value on a recurring basis include equity method investments that have not been remeasured or impaired in the current period, such as our investments in HyVia, AccionaPlug S.L., and HALO Hydrogen Co, Ltd. During the three months ended March 31, 2022, the Company contributed approximately $22.6 million to HyVia, AccionaPlug S.L. and HALO Hydrogen Co, Ltd. Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): As of March 31, 2022 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 37,116 $ 37,116 $ 37,116 $ — $ — Corporate bonds 244,921 244,921 — 244,921 — U.S. Treasuries 554,307 554,307 554,307 — — Equity securities 147,826 147,826 147,826 — — Liabilities Contingent consideration 103,219 103,219 — — 103,219 Swaps and forward contracts 371 (1,165) 1,165 — — As of December 31, 2021 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 115,241 $ 115,241 $ 115,241 $ — $ — Corporate bonds 226,382 226,382 — 226,382 — U.S. Treasuries 1,013,883 1,013,883 1,013,883 — — Equity securities 147,995 147,995 147,995 — — Swaps and forward contracts 70 70 70 — — Liabilities Contingent consideration 62,297 62,297 — — 62,297 Swaps and forward contracts 981 981 981 — — The assets and liabilities measured at fair value on a recurring basis that have unobservable inputs and are therefore categorized as level 3 are: Financial Instrument Fair Value Valuation Technique Unobservable Input Range (weighted average) Contingent Consideration $ 89,670 Scenario based method Credit spread 12.34% - 13.77% (13.06%) Discount rate 13.84% - 16.06% (14.95%) 10,400 Monte carlo simulation Credit spread 12.50% Discount rate 14.63% Revenue volatility 57.24% (35.0%) 3,149 Monte carlo simulation Credit spread 13.00% - 13.08% (12.92%) Revenue volatility 47.7% - 25.9% (35.0%) Gross profit volatility 113.9% - 24.2% (70.0%) 103,219 The change in the carrying amount of Level 3 liabilities for the three month period ended March 31, 2022 was as follows (in thousands): Three months ended March 31, 2022 Beginning balance at December 31, 2021 $ 62,297 Payments (2,667) Additions due to acquisitions 41,732 Fair value adjustments 2,461 Gain due to currency translation (604) Ending balance at March 31, 2022 $ 103,219 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2022 | |
Investments | |
Investments | 16. Investments The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at March 31, 2022 are summarized as follows (in thousands): March 31, 2022 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 251,827 $ — $ (6,906) $ 244,921 — U.S. Treasuries 565,149 — (10,842) 554,307 — Total $ 816,976 $ — $ (17,748) $ 799,228 $ — The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at December 31, 2021 are summarized as follows (in thousands): December 31, 2021 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 228,614 $ — $ (2,232) $ 226,382 — U.S. Treasuries 1,014,319 20 (456) 1,013,883 — Total $ 1,242,933 $ 20 $ (2,688) $ 1,240,265 $ — The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at March 31, 2022 are summarized as follows (in thousands): March 31, 2022 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,247 $ — $ (1,772) $ 68,475 Exchange traded mutual funds 76,000 3,351 — 79,351 Total $ 146,247 $ 3,351 $ (1,772) $ 147,826 The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at December 31, 2021 are summarized as follows (in thousands): December 31, 2021 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,247 $ — $ (574) $ 69,673 Exchange traded mutual funds 71,010 7,312 — 78,322 Total $ 141,257 $ 7,312 $ (574) $ 147,995 A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, as of March 31, 2022 and December 31, 2021 was as follows (in thousands): March 31, 2022 December 31, 2021 Amortized Fair Amortized Fair Maturity: Cost Value Cost Value Within one year $ 307,565 $ 305,681 $ 670,584 $ 670,306 After one through five years 509,411 493,547 572,349 569,959 Total $ 816,976 $ 799,228 $ 1,242,933 $ 1,240,265 Accrued interest income was $3.3 million and $3.7 million at March 31, 2022 and December 31, 2021, respectively, and included within the balance for prepaid expenses and other current assets in the unaudited interim condensed consolidated balance sheets. |
Operating and Finance Lease Lia
Operating and Finance Lease Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Operating and Finance Lease Liabilities | |
Operating and Finance Lease Liabilities | 17. Operating and Finance Lease Liabilities As of March 31, 2022 the Company had operating leases, as lessee, primarily associated with sale/leaseback transactions that are partially secured by restricted cash, security deposits and pledged escrows (see also Note 1, “Nature of Operations”) as summarized below. These leases expire over the next one Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote. At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with the lessor to renew the lease at market rental rates. No residual value guarantees are contained in the leases. No financial covenants are contained within the lease; however, 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 March 31, 2022. Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of March 31, 2022 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2022 $ 42,373 $ 5,929 $ 48,302 2023 56,034 7,800 63,834 2024 54,667 7,773 62,440 2025 50,800 10,671 61,471 2026 43,515 8,039 51,554 2027 and thereafter 43,652 2,343 45,995 Total future minimum payments 291,041 42,555 333,596 Less imputed interest (71,350) (6,381) (77,731) Total $ 219,691 $ 36,174 $ 255,865 Rental expense for all operating leases was $14.0 million and $8.0 million for the three months ended March 31, 2022 and 2021, respectively. At March 31, 2022 and December 31, 2021, security deposits associated with sale/leaseback transactions were $3.8 million and $3.5 million, respectively, and were included in other assets in the unaudited interim condensed consolidated balance sheets. At March 31, 2022 and December 31, 2021, the right of use assets associated with finance leases was $42.3 million and $33.9 million, respectively. The accumulated depreciation for these right of use assets was $2.2 million and $1.5 million at March 31, 2022 and December 31, 2021, respectively. Other information related to the operating leases are presented in the following table: Three months ended Three months ended March 31, 2022 March 31, 2021 Cash payments (in thousands) $ 13,547 $ 6,734 Weighted average remaining lease term (years) 5.46 5.77 Weighted average discount rate 10.9% 11.6% 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 $749 thousand and $556 thousand for the three months ended March 31, 2022, respectively. Other information related to the finance leases are presented in the following table: Three months ended Three months ended March 31, 2022 March 31, 2021 Cash payments (in thousands) $ 1,868 $ 433 Weighted average remaining lease term (years) 4.44 5.10 Weighted average discount rate 6.5% 7.2% |
Finance Obligation
Finance Obligation | 3 Months Ended |
Mar. 31, 2022 | |
Finance Obligation | |
Finance Obligation | 18. Finance Obligation The Company has sold future services to be performed associated with certain sale/leaseback transactions and recorded the balance as a finance obligation. The outstanding balance of this obligation at March 31, 2022 was $244.1 million, $40.5 million and $203.6 million of which was classified as short-term and long-term, respectively, on the accompanying unaudited interim condensed consolidated balance sheet. The outstanding balance of this obligation at December 31, 2021 was $236.6 million, $37.5 million and $199.1 million of which was classified as short-term and long-term, respectively. The amount is amortized using the effective interest method. The fair value of this finance obligation approximated the carrying value as of March 31, 2022 and December 31, 2021. In prior periods, the Company entered into sale/leaseback transactions that were accounted for as financing transactions and reported as part of finance obligations. The outstanding balance of finance obligations related to sale/leaseback transactions at March 31, 2022 was $16.1 million, $3.8 million and $12.3 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet. The outstanding balance of this obligation at December 31, 2021 was $17.0 million, $4.5 million and $12.5 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheets. The fair value of this finance obligation approximated the carrying value as of both March 31, 2022 and December 31, 2021. Future minimum payments under finance obligations notes above as of March 31, 2022 were as follows (in thousands): Total Sale of Future Sale/leaseback Finance revenue - debt financings Obligations Remainder of 2022 $ 49,193 $ 3,582 $ 52,775 2023 65,591 3,531 69,122 2024 65,591 9,286 74,877 2025 60,334 383 60,717 2026 43,611 383 43,994 2027 and thereafter 34,452 556 35,008 Total future minimum payments 318,772 17,721 336,493 Less imputed interest (74,678) (1,591) (76,269) Total $ 244,094 $ 16,130 $ 260,224 Other information related to the above finance obligations are presented in the following table: Three months ended Three months ended March 31, 2022 March 31, 2021 Cash payments (in thousands) $ 17,409 $ 12,816 Weighted average remaining term (years) 4.91 4.90 Weighted average discount rate 10.8% 11.2% |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 19. Commitments and Contingencies Restricted Cash In connection with certain of the above noted sale/leaseback agreements, cash of $252.6 million and $275.1 million was required to be restricted as security as of March 31, 2022 and December 31, 2021, respectively, which restricted cash will be released over the lease term. As of March 31, 2022 and December 31, 2021, the Company also had certain letters of credit backed by security deposits totaling $339.7 million and $286.0 million, respectively, that are security for the above noted sale/leaseback agreements. As of both March 31, 2022 and December 31, 2021, the Company had $67.7 million held in escrow related to the construction of certain hydrogen plants. The Company also had $5.0 million of consideration held by our paying agent in connection with the Applied Cryo acquisition reported as restricted cash as of March 31, 2022, with a corresponding accrued liability on the Company’s unaudited interim condensed consolidated balance sheet. Additionally, the Company had $15.3 million in restricted cash as collateral resulting from the Frames acquisition. Litigation Legal matters are defended and handled in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company has not recorded any accruals related to any legal matters. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable and marketable securities. Cash and restricted cash are maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250 thousand. 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 March 31, 2022, two customers comprised 30.0% of the total accounts receivable balance. At December 31, 2021, one customer comprised approximately 46.6% of the total accounts receivable balance. For purposes of assigning a customer to a sale/leaseback transaction completed with a financial institution, the Company considers the end user of the assets to be the ultimate customer. For the three months ended March 31, 2022, 67.0% of total consolidated revenues were associated with five customers. For the three months ended March 31, 2021, 71.2% of total consolidated revenues were associated primarily with three customers. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2022 | |
Employee Benefit Plans | |
Employee Benefit Plans | 20. Employee Benefit Plans 2011 and 2021 Stock Option and Incentive Plan The Company has issued stock-based awards to employees and members of its Board of Directors (the “Board”) consisting of stock options and restricted stock awards. The Company accounts for all stock-based awards to employees and members of the Board as compensation costs in the consolidated financial statements based on their fair values measured as of the date of grant. These costs are recognized over the requisite service period. Stock-based compensation costs recognized, excluding the Company’s 401(k) match and quarterly board compensation, were $40.8 million and $8.5 million for the three months ended March 31, 2022 and March 31, 2021, respectively. The methods and assumptions used in the determination of the fair value of stock-based awards are consistent with those described in our 2021 Form 10-K. 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 three months ended March 31, 2022: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2021 9,786,909 $ 11.65 7.7 $ 172,412 Granted 451,500 23.83 — — Exercised (56,692) 5.13 — — Forfeited (16,717) 13.16 — — Options outstanding at March 31, 2022 10,165,000 $ 12.20 7.5 $ 176,301 Options exercisable at March 31, 2022 4,900,538 5.96 6.3 114,080 Options unvested at March 31, 2022 5,264,462 $ 18.03 8.7 $ 62,221 The weighted average grant-date fair value of the service stock options granted during the three months ended March 31, 2022 and 2021 was $15.34 and $31.78, respectively. The total intrinsic fair value of service stock options exercised during the three months ended March 31, 2022 and 2021 was $1.1 million and $1.0 million, respectively. The total fair value of the service stock options that vested during the three months ended March 31, 2022 and 2021 was approximately $5.6 million and $2.9 million, respectively. Compensation cost associated with service stock options represented approximately $5.9 million and $3.3 million of the total share-based payment expense recorded for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and 2021 there was approximately $47.0 million and $40.5 million, respectively, of unrecognized compensation cost related to service stock option awards to be recognized over the weighted average remaining period of 2.13 years. Performance Stock Option Awards Compensation cost associated with performance stock options represented approximately $25.1 million and $0 of the total share-based payment expense recorded for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, there was approximately $125.1 million of unrecognized compensation cost related to performance stock option awards to be recognized over the weighted average remaining period of 2.48 years. There were no new grants of performance stock option awards for the three months ended March 31, 2022. Restricted Stock Awards The Company recorded expense associated with its restricted stock awards of approximately $9.8 million and $5.2 million for the three months ended March 31, 2022 and 2021, respectively. Additionally, for the three months ended March 31, 2022 and 2021, there was $83.7 million and $64.1 million, respectively, of unrecognized compensation cost related to restricted stock awards to be recognized over the weighted average period of 2.1 years. A summary of restricted stock activity for the three months ended March 31, 2022 is as follows (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted stock at December 31, 2021 4,851,873 $ 21.59 $ — Granted 802,500 23.86 — Vested (196,832) 41.93 — Forfeited (18,334) 13.20 — Unvested restricted stock at March 31, 2022 5,439,207 $ 18.31 $ 155,616 The weighted average grant-date fair value of the restricted stock awards granted during the three months ended March 31, 2022 and 2021, was $3.9 million and $457 thousand, respectively. The total fair value of restricted stock awards vested for the three months ended March 31, 2022, and 2021 were $23.86 million and $43.89 million, respectively. 401(k) Savings & Retirement Plan The Company issued 96,539 shares of common stock and 12,513 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the three months ended March 31, 2022 and 2021, respectively. The Company’s expense for this plan was approximately $2.2 million, and $1.3 million for the three months ended March 31, 2022 and 2021, respectively. Non-Employee Director Compensation The Company granted 3,290 shares of common stock and 2,653 shares of common stock to non-employee directors as compensation for the three months ended March 31, 2022 and 2021, respectively. All common stock issued is fully vested at the time of issuance and is valued at fair value on the date of issuance. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $94 thousand and $85 thousand for the three months ended March 31, 2022 and 2021, respectively. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting | |
Segment Reporting | 21. Segment Reporting Our organization is managed from a sales perspective on the basis of “go-to-market” sales channels, emphasizing shared learning across end user applications and common supplier/vendor relationships. These sales channels are structured to serve a range of customers for our products and services. As a result of this structure, we concluded that we have one operating and reportable Revenues Long-Lived Assets as of Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 March 31, 2022 December 31, 2021 North America $ 113,678 $ 69,646 $ 665,992 $ 570,778 Other 27,126 2,312 5,796 2,778 Total $ 140,804 $ 71,958 $ 671,788 $ 573,556 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 22. Subsequent Events On |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of HyVia, AccionaPlug S.L., and HALO Hydrogen Co, Ltd., using the equity method based on our economic ownership interest and our ability to exercise significant influence over the operating and financial decisions of HyVia, AccionaPlug S.L., and HALO Hydrogen Co, Ltd. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”). The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2021 has been derived from the Company’s December 31, 2021 audited consolidated financial statements. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with our 2021 Form 10-K . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Guidance Other than the adoption of the accounting guidance mentioned i n our 2021 Form 10-K, Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of March 31, 2022 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Applied Cryo Technologies | |
Schedule of fair value of consideration paid | The fair value of consideration paid by the Company in connection with the Applied Cryo acquisition was as follows (in thousands): Cash $ 98,559 Plug Power Inc. Common Stock 46,697 Contingent consideration 14,000 Settlement of preexisting relationship 2,837 Total consideration $ 162,093 |
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired | The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Cash $ 1,180 Accounts receivable 4,123 Inventory 24,655 Prepaid expenses and other assets 1,506 Property, plant and equipment 4,515 Right of use asset 2,788 Identifiable intangible assets 70,484 Lease liability (2,672) Accounts payable, accrued expenses and other liabilities (8,206) Deferred tax liability (16,541) Deferred revenue (12,990) Total net assets acquired, excluding goodwill $ 68,842 |
Business combination segment allocation | The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Applied Cryo acquisition was calculated as follows (in thousands): Consideration paid $ 162,093 Less: net assets acquired (68,842) Total goodwill recognized $ 93,251 |
Frames Holding B.V. | |
Schedule of fair value of consideration paid | The fair value of consideration paid by the Company in connection with the Frames acquisition was as follows (in thousands): Cash $ 94,541 Contingent consideration 29,057 Settlement of preexisting relationship 4,263 Total consideration $ 127,861 |
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired | The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the total net assets acquired, excluding goodwill (in thousands): Cash $ 45,394 Accounts receivable 17,910 Inventory 34 Prepaid expenses and other assets 3,652 Property, plant and equipment 709 Right of use asset 1,937 Contract asset 9,960 Identifiable intangible assets 50,478 Lease liability (1,937) Contract liability (22,737) Accounts payable, accrued expenses and other liabilities (18,465) Deferred tax liability (4,105) Provision for loss contracts (2,636) Warranty provisions (7,566) Total net assets acquired, excluding goodwill $ 72,628 |
Business combination segment allocation | The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Frames acquisition was calculated as follows (in thousands): Consideration paid $ 127,861 Less: net assets acquired (72,628) Total goodwill recognized $ 55,233 |
Joule Processing LLC | |
Schedule of fair value of consideration paid | The fair value of consideration paid by the Company in connection with the Joule acquisition was as follows (in thousands): Cash $ 28,140 Contingent consideration 41,732 Total consideration $ 69,872 |
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired | The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands): Current assets $ 2,672 Property, plant and equipment 493 Right of use asset 182 Identifiable intangible assets 60,522 Lease liability (374) Current liabilities (2,748) Contract liability (3,818) Total net assets acquired, excluding goodwill $ 56,929 |
Business combination segment allocation | The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. Goodwill associated with the Joule acquisition was calculated as follows (in thousands): Consideration paid $ 28,140 Contingent consideration 41,732 Less: net assets acquired (56,929) Total goodwill recognized $ 12,943 |
Extended Maintenance Contracts
Extended Maintenance Contracts (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Extended Maintenance Contracts | |
Schedule of accrual for loss contracts | Three months ended Year ended March 31, 2022 December 31, 2021 Beginning balance $ 89,773 $ 24,013 Provision for loss accrual 2,048 71,988 Loss accrual from acquisition — 2,636 Releases to service cost of sales (9,345) (8,864) Ending balance $ 82,476 $ 89,773 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share | |
Schedule of potential dilutive common shares | At March 31, 2022 2021 Stock options outstanding (1) 24,185,000 9,020,891 Restricted stock outstanding (2) 5,439,207 6,416,308 Common stock warrants (3) 80,017,181 88,264,726 Convertible Senior Notes (4) 39,170,766 39,170,766 Number of dilutive potential shares of common stock 148,812,154 142,872,691 (1) During the three months ended March 31, 2022 and 2021, the Company granted options for 451,500 and 581,000 shares of common stock, respectively. (2) During the three months ended March 31, 2022 and 2021, the Company granted 802,500 and 555,000 restricted shares of common stock, respectively. (3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 17,461,994 and 9,214,449 shares of the Company’s common stock as of March 31, 2022 and 2021, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 12, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of March 31, 2022 and 2021. (4) In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023 (the “5.5% Convertible Senior Notes”). In May 2020, the Company repurchased $66.3 million of the 5.5% Convertible Senior Notes and in the fourth quarter of 2020, $33.5 million of the 5.5% Convertible Senior Notes were converted into approximately 14.6 million shares of common stock. The remaining $160.0 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock in January 2021. In September 2019, the Company issued $40.0 million in aggregate principal amount of the 7.5% Convertible Senior Note due 2023 (the “7.5% Convertible Senior Note”), which was fully converted into 16.0 million shares of common stock on July 1, 2020. In May 2020, the Company issued $212.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes. There were no conversions for the three months ended March 31, 2022. For the three months ended March 31, 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted, resulting in the issuance of 3,016,036 shares of common stock. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory | |
Schedule of Inventory | Inventory as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): March 31, December 31, 2022 2021 Raw materials and supplies - production locations $ 247,100 $ 187,449 Raw materials and supplies - customer locations 14,301 16,294 Work-in-process 62,558 58,341 Finished goods 9,420 7,079 Inventory $ 333,379 $ 269,163 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment | |
Schedule of Property plant and equipment | Property, plant and equipment at March 31, 2022 and December 31, 2021 consisted of the following (in thousands): March 31, 2022 December 31, 2021 Land $ 1,165 $ 1,165 Construction in progress 235,548 169,415 Leasehold improvements 2,645 2,099 Software, machinery, and equipment 116,974 112,068 Property, plant, and equipment 356,332 284,747 Less: accumulated depreciation (31,679) (29,124) Property, plant, and equipment, net $ 324,653 $ 255,623 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets and Goodwill | |
Schedule of Intangible assets | The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of March 31, 2022 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 14 years $ 104,605 $ (7,121) $ 97,484 Dry stack electrolyzer technology 5 years 29,000 (483) 28,517 Customer relationships, Non-compete agreements, Backlog & Trademark 12 years 90,811 (4,405) 86,406 $ 224,416 $ (12,009) $ 212,407 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2021 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 13 years $ 45,530 $ (5,392) $ 40,138 Customer relationships, Non-compete agreements, Backlog & Trademark 12 years 90,497 (1,427) 89,070 In process research and development Indefinite 29,000 — 29,000 $ 165,027 $ (6,819) $ 158,208 |
Schedule of future amortization of intangible assets | The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2022 $ 18,743 2023 21,189 2024 21,131 2025 20,353 2026 18,797 2027 and thereafter 112,194 Total $ 212,407 |
Schedule of changes in the carrying amount of goodwill | Remainder of 2022 $ 18,743 2023 21,189 2024 21,131 2025 20,353 2026 18,797 2027 and thereafter 112,194 Total $ 212,407 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) - 3.75% Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2022 | |
Debt Instrument [Line Items] | |
Schedule of Convertible Senior Notes | The 3.75% Convertible Senior Notes consisted of the following (in thousands): March 31, 2022 Principal amounts: Principal $ 197,278 Unamortized debt issuance costs (1) (4,329) Net carrying amount $ 192,949 1) Included in the unaudited interim condensed consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method. |
Schedule of debt | The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes (in thousands, except for effective interest rate): March 31, March 31, 2022 2021 Interest expense $ 1,849 $ 1,897 Amortization of debt issuance costs 316 1,258 Total 2,165 3,155 Effective interest rate 4.5% 4.5% |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue | |
Schedule of disaggregation of revenue | The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended March 31, 2022 2021 Sales of fuel cell systems $ 37,528 $ 26,419 Sales of hydrogen infrastructure 27,089 20,353 Sales of electolyzers 4,059 — Sales of oil and gas equipment 21,968 — Services performed on fuel cell systems and related infrastructure 8,240 6,045 Power Purchase Agreements 10,037 7,826 Fuel delivered to customers 13,429 11,127 Sales of cryogenic equipment 18,203 — Other 251 188 Net revenue $ 140,804 $ 71,958 |
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): March 31, December 31, 2022 2021 Accounts receivable $ 57,322 $ 92,675 Contract assets 38,713 38,757 Contract liabilities 155,185 183,090 |
Schedule of changes in contract assets and the contract liabilities | Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands): Contract assets Three months ended March 31, 2022 December 31, 2021 Transferred to receivables from contract assets recognized at the beginning of the period $ (3,693) $ (14,638) Contract assets assumed as part of acquisition — 9,960 Revenue recognized and not billed as of the end of the period 3,649 25,246 Net change in contract assets $ (44) $ 20,568 Contract liabilities Three months ended March 31, 2022 December 31, 2021 Increases due to cash received, net of amounts recognized as revenue during the period $ 13,327 $ 182,052 Contract liabilities assumed as part of acquisitions 3,818 35,727 Revenue recognized that was included in the contract liability balance as of the beginning of the period (45,050) (110,974) Net change in contract liabilities $ (27,905) $ 106,805 |
Schedule of Estimated future revenue | The following table includes estimated revenue included in the backlog expected to be recognized in the future (sales of fuel cell systems and hydrogen Power Purchase five March 31, 2022 Sales of fuel cell systems $ 16,466 Sale of hydrogen installations and other infrastructure 40,487 Sale of electrolyzers 51,267 Sales of oil and gas equipment 73,270 Services performed on fuel cell systems and related infrastructure 98,635 Power Purchase Agreements 255,929 Fuel delivered to customers and related equipment 83,796 Sale of cryogenic equipment 62,299 Total estimated future revenue $ 682,149 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
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 $ 89,670 Scenario based method Credit spread 12.34% - 13.77% (13.06%) Discount rate 13.84% - 16.06% (14.95%) 10,400 Monte carlo simulation Credit spread 12.50% Discount rate 14.63% Revenue volatility 57.24% (35.0%) 3,149 Monte carlo simulation Credit spread 13.00% - 13.08% (12.92%) Revenue volatility 47.7% - 25.9% (35.0%) Gross profit volatility 113.9% - 24.2% (70.0%) 103,219 |
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 March 31, 2022 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 37,116 $ 37,116 $ 37,116 $ — $ — Corporate bonds 244,921 244,921 — 244,921 — U.S. Treasuries 554,307 554,307 554,307 — — Equity securities 147,826 147,826 147,826 — — Liabilities Contingent consideration 103,219 103,219 — — 103,219 Swaps and forward contracts 371 (1,165) 1,165 — — As of December 31, 2021 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Assets Cash equivalents $ 115,241 $ 115,241 $ 115,241 $ — $ — Corporate bonds 226,382 226,382 — 226,382 — U.S. Treasuries 1,013,883 1,013,883 1,013,883 — — Equity securities 147,995 147,995 147,995 — — Swaps and forward contracts 70 70 70 — — Liabilities Contingent consideration 62,297 62,297 — — 62,297 Swaps and forward contracts 981 981 981 — — |
Schedule of activity in the level 3 liabilities | The change in the carrying amount of Level 3 liabilities for the three month period ended March 31, 2022 was as follows (in thousands): Three months ended March 31, 2022 Beginning balance at December 31, 2021 $ 62,297 Payments (2,667) Additions due to acquisitions 41,732 Fair value adjustments 2,461 Gain due to currency translation (604) Ending balance at March 31, 2022 $ 103,219 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments | |
Schedule of gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale | The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at March 31, 2022 are summarized as follows (in thousands): March 31, 2022 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 251,827 $ — $ (6,906) $ 244,921 — U.S. Treasuries 565,149 — (10,842) 554,307 — Total $ 816,976 $ — $ (17,748) $ 799,228 $ — The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at December 31, 2021 are summarized as follows (in thousands): December 31, 2021 Amortized Gross Gross Fair Allowance for Cost Unrealized Gains Unrealized Losses Value Credit Losses Corporate bonds $ 228,614 $ — $ (2,232) $ 226,382 — U.S. Treasuries 1,014,319 20 (456) 1,013,883 — Total $ 1,242,933 $ 20 $ (2,688) $ 1,240,265 $ — |
Schedule of investments classified as equity securities | The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at March 31, 2022 are summarized as follows (in thousands): March 31, 2022 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,247 $ — $ (1,772) $ 68,475 Exchange traded mutual funds 76,000 3,351 — 79,351 Total $ 146,247 $ 3,351 $ (1,772) $ 147,826 The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at December 31, 2021 are summarized as follows (in thousands): December 31, 2021 Gross Gross Fair Cost Unrealized Gains Unrealized Losses Value Fixed income mutual funds $ 70,247 $ — $ (574) $ 69,673 Exchange traded mutual funds 71,010 7,312 — 78,322 Total $ 141,257 $ 7,312 $ (574) $ 147,995 |
Schedule of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity | A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, as of March 31, 2022 and December 31, 2021 was as follows (in thousands): March 31, 2022 December 31, 2021 Amortized Fair Amortized Fair Maturity: Cost Value Cost Value Within one year $ 307,565 $ 305,681 $ 670,584 $ 670,306 After one through five years 509,411 493,547 572,349 569,959 Total $ 816,976 $ 799,228 $ 1,242,933 $ 1,240,265 |
Operating and Finance Lease L_2
Operating and Finance Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Operating and Finance Lease Liabilities | |
Schedule of future minimum lease payments under operating leases | Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of March 31, 2022 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2022 $ 42,373 $ 5,929 $ 48,302 2023 56,034 7,800 63,834 2024 54,667 7,773 62,440 2025 50,800 10,671 61,471 2026 43,515 8,039 51,554 2027 and thereafter 43,652 2,343 45,995 Total future minimum payments 291,041 42,555 333,596 Less imputed interest (71,350) (6,381) (77,731) Total $ 219,691 $ 36,174 $ 255,865 |
Schedule of operating leases other information | Three months ended Three months ended March 31, 2022 March 31, 2021 Cash payments (in thousands) $ 13,547 $ 6,734 Weighted average remaining lease term (years) 5.46 5.77 Weighted average discount rate 10.9% 11.6% |
Schedule of finance leases other information | Three months ended Three months ended March 31, 2022 March 31, 2021 Cash payments (in thousands) $ 1,868 $ 433 Weighted average remaining lease term (years) 4.44 5.10 Weighted average discount rate 6.5% 7.2% |
Finance Obligation (Tables)
Finance Obligation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Sale Leaseback Transaction [Line Items] | |
Schedule of finance leases other information | Three months ended Three months ended March 31, 2022 March 31, 2021 Cash payments (in thousands) $ 1,868 $ 433 Weighted average remaining lease term (years) 4.44 5.10 Weighted average discount rate 6.5% 7.2% |
Finance obligation | |
Sale Leaseback Transaction [Line Items] | |
Schedule of future minimum lease payments under finance obligations | Future minimum payments under finance obligations notes above as of March 31, 2022 were as follows (in thousands): Total Sale of Future Sale/leaseback Finance revenue - debt financings Obligations Remainder of 2022 $ 49,193 $ 3,582 $ 52,775 2023 65,591 3,531 69,122 2024 65,591 9,286 74,877 2025 60,334 383 60,717 2026 43,611 383 43,994 2027 and thereafter 34,452 556 35,008 Total future minimum payments 318,772 17,721 336,493 Less imputed interest (74,678) (1,591) (76,269) Total $ 244,094 $ 16,130 $ 260,224 |
Schedule of finance leases other information | Three months ended Three months ended March 31, 2022 March 31, 2021 Cash payments (in thousands) $ 17,409 $ 12,816 Weighted average remaining term (years) 4.91 4.90 Weighted average discount rate 10.8% 11.2% |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the three months ended March 31, 2022 is as follows (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted stock at December 31, 2021 4,851,873 $ 21.59 $ — Granted 802,500 23.86 — Vested (196,832) 41.93 — Forfeited (18,334) 13.20 — Unvested restricted stock at March 31, 2022 5,439,207 $ 18.31 $ 155,616 |
Service Options Awards | |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2021 9,786,909 $ 11.65 7.7 $ 172,412 Granted 451,500 23.83 — — Exercised (56,692) 5.13 — — Forfeited (16,717) 13.16 — — Options outstanding at March 31, 2022 10,165,000 $ 12.20 7.5 $ 176,301 Options exercisable at March 31, 2022 4,900,538 5.96 6.3 114,080 Options unvested at March 31, 2022 5,264,462 $ 18.03 8.7 $ 62,221 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting | |
Schedule of revenue from external customers and long-lived assets, by geographical areas | Revenues Long-Lived Assets as of Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 March 31, 2022 December 31, 2021 North America $ 113,678 $ 69,646 $ 665,992 $ 570,778 Other 27,126 2,312 5,796 2,778 Total $ 140,804 $ 71,958 $ 671,788 $ 573,556 |
Acquisitions - Fair value of co
Acquisitions - Fair value of consideration (Details) - USD ($) $ in Thousands | Jan. 14, 2022 | Dec. 09, 2021 | Nov. 22, 2021 | Mar. 31, 2022 |
Consideration held by paying agent. | $ 5,000 | |||
Applied Cryo Technologies | ||||
Cash | $ 98,559 | |||
Plug Power Stock | 46,697 | |||
Contingent consideration | 14,000 | |||
Settlement of preexisting relationship | 2,837 | |||
Total consideration | 162,093 | |||
Consideration held by paying agent. | $ 5,000 | |||
Frames Holding B.V. | ||||
Cash | $ 94,541 | |||
Contingent consideration | 29,057 | |||
Settlement of preexisting relationship | 4,263 | |||
Total consideration | $ 127,861 | |||
Joule Processing LLC | ||||
Cash | $ 28,140 | |||
Contingent consideration | 41,732 | |||
Total consideration | $ 69,872 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 14, 2022 | Dec. 31, 2021 | Dec. 09, 2021 | Nov. 22, 2021 |
Applied Cryo Technologies | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Cash | $ 1,180 | ||||
Accounts receivable | 4,123 | ||||
Inventory | 24,655 | ||||
Prepaid expenses and other assets | 1,506 | ||||
Property, plant and equipment | 4,515 | ||||
Right of use asset | 2,788 | ||||
Identifiable intangible assets | 70,484 | ||||
Lease liability | (2,672) | ||||
Accounts payable, accrued expenses and other liabilities | (8,206) | ||||
Deferred tax liability | $ (16,500) | (16,541) | |||
Deferred revenue | (12,990) | ||||
Total net assets acquired, excluding goodwill | $ 68,842 | ||||
Frames Holding B.V. | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Cash | $ 45,394 | ||||
Accounts receivable | 17,910 | ||||
Inventory | 34 | ||||
Prepaid expenses and other assets | 3,652 | ||||
Property, plant and equipment | 709 | ||||
Right of use asset | 1,937 | ||||
Contract asset | 9,960 | ||||
Identifiable intangible assets | 50,478 | ||||
Lease liability | (1,937) | ||||
Contact liability | (22,737) | ||||
Accounts payable, accrued expenses and other liabilities | (18,465) | ||||
Deferred tax liability | $ (4,100) | (4,105) | |||
Provision for loss contracts | (2,636) | ||||
Warranty provisions | (7,566) | ||||
Total net assets acquired, excluding goodwill | $ 72,628 | ||||
Joule Processing LLC | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Current assets | $ 2,672 | ||||
Property, plant and equipment | 493 | ||||
Right of use asset | 182 | ||||
Identifiable intangible assets | 60,522 | ||||
Lease liability | (374) | ||||
Current liabilities | (2,748) | ||||
Contact liability | (3,818) | ||||
Total net assets acquired, excluding goodwill | $ 56,929 |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) - USD ($) $ in Thousands | Jan. 14, 2022 | Dec. 09, 2021 | Nov. 22, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Total goodwill recognized | $ 232,031 | $ 220,436 | |||
Applied Cryo Technologies | |||||
Consideration paid | $ 98,559 | ||||
Contingent consideration | 14,000 | ||||
Consideration paid | 162,093 | ||||
Less: net assets acquired | (68,842) | ||||
Total goodwill recognized | $ 93,251 | ||||
Frames Holding B.V. | |||||
Consideration paid | $ 94,541 | ||||
Contingent consideration | 29,057 | ||||
Consideration paid | 127,861 | ||||
Less: net assets acquired | (72,628) | ||||
Total goodwill recognized | $ 55,233 | ||||
Joule Processing LLC | |||||
Consideration paid | $ 28,140 | ||||
Contingent consideration | 41,732 | ||||
Consideration paid | 69,872 | ||||
Less: net assets acquired | (56,929) | ||||
Total goodwill recognized | $ (12,943) |
Acquisitions - Narratives (Deta
Acquisitions - Narratives (Details) $ in Thousands, € in Millions | Jan. 14, 2022USD ($) | Dec. 09, 2021USD ($)installment | Nov. 22, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 09, 2021EUR (€) |
Change in fair value | $ 2,461 | $ 790 | |||||
Joule Processing LLC | |||||||
Earn-out payments | $ 130,000 | 41,700 | |||||
Achievement of revenue targets | 90,000 | ||||||
Achievement of cost targets | 40,000 | ||||||
Acquired | 60,522 | ||||||
Change in fair value | 0 | ||||||
Revenues | 1,400 | ||||||
Joule Processing LLC | Developed Technology Rights | |||||||
Acquired | $ 59,200 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||
Joule Processing LLC | Trade Names | |||||||
Acquired | $ 800 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 4 years | ||||||
Joule Processing LLC | Noncompete Agreements | |||||||
Acquired | $ 500 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 6 years | ||||||
Applied Cryo Technologies | |||||||
Percentage of outstanding shares | 100.00% | ||||||
Earn-out payments | $ 30,000 | 14,000 | |||||
Achievement of revenue targets | 15,000 | ||||||
Achievement of cost targets | 15,000 | ||||||
Acquired | 70,484 | ||||||
Fair value of contingent consideration | 14,100 | ||||||
Change in fair value | 100 | ||||||
Deferred tax liability | 16,541 | $ 16,500 | |||||
Reduction to valuation allowance | 16,500 | ||||||
Deferred tax benefit | $ 16,500 | ||||||
Revenues | 16,900 | ||||||
Applied Cryo Technologies | Developed Technology Rights | |||||||
Acquired | $ 26,300 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||
Applied Cryo Technologies | Customer Relationships | |||||||
Acquired | $ 26,600 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||
Applied Cryo Technologies | Trade Names | |||||||
Acquired | $ 13,700 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 15 years | ||||||
Applied Cryo Technologies | Noncompete Agreements | |||||||
Acquired | $ 1,000 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 3 years | ||||||
Applied Cryo Technologies | Customer Backlog | |||||||
Acquired | $ 2,900 | ||||||
Estimated useful lives of acquired finite-lived intangible assets | 1 year | ||||||
Frames Holding B.V. | |||||||
Percentage of outstanding shares | 100.00% | 100.00% | |||||
Earn-out payments | € | € 30 | ||||||
Achievement of cost targets | 29,100 | ||||||
Acquired | $ 50,478 | ||||||
Contingent consideration, number of installments | installment | 2 | ||||||
Fair value of contingent consideration | 29,400 | ||||||
Change in fair value | 300 | ||||||
Deferred tax liability | $ 4,105 | 4,100 | |||||
Revenues | $ 22,000 | ||||||
Frames Holding B.V. | Developed Technology Rights | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 8 years | ||||||
Fair value of acquisition | $ 5,300 | ||||||
Frames Holding B.V. | Customer Relationships | |||||||
Fair value of acquisition | $ 27,200 | ||||||
Frames Holding B.V. | Customer Relationships | MPEEM approach | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 17 years | ||||||
Frames Holding B.V. | Trade Names | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 8 years | ||||||
Fair value of acquisition | $ 11,600 | ||||||
Frames Holding B.V. | Noncompete Agreements | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 4 years | ||||||
Fair value of acquisition | $ 4,900 | ||||||
Frames Holding B.V. | Backlog | |||||||
Estimated useful lives of acquired finite-lived intangible assets | 1 year | ||||||
Fair value of acquisition | $ 1,400 |
Extended Maintenance Contract_2
Extended Maintenance Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accrual for loss contracts | ||
Beginning balance | $ 89,773 | $ 24,013 |
Provision for loss accrual | 2,048 | 71,988 |
Loss accrual from acquisition | 2,636 | |
Releases to service cost of sales | (9,345) | (8,864) |
Ending balance | $ 82,476 | $ 89,773 |
Earnings Per Share - Dilutive P
Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Jan. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Mar. 31, 2018 | Jul. 20, 2017 | Apr. 04, 2017 | |
Earnings Per Share | ||||||||||||||
Number of dilutive potential common stock | 148,812,154 | 142,872,691 | ||||||||||||
Common stock shares issued | 43,700,000 | 35,276,250 | ||||||||||||
3.75% Convertible Senior Notes | ||||||||||||||
Earnings Per Share | ||||||||||||||
Principal amount | $ 197,278 | $ 15,200 | $ 212,500 | $ 12,500 | $ 200,000 | |||||||||
Conversion of notes through common stock issuance | 0 | 3,016,036 | ||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |||||||||
7.5% Convertible Senior Note | ||||||||||||||
Earnings Per Share | ||||||||||||||
Principal amount | $ 40,000 | |||||||||||||
Conversion of notes through common stock issuance | 16,000,000 | |||||||||||||
Interest rate (as a percent) | 7.50% | 7.50% | ||||||||||||
5.5% Convertible Senior Notes | ||||||||||||||
Earnings Per Share | ||||||||||||||
Principal amount | $ 160 | $ 33,500 | $ 100,000 | |||||||||||
Conversion of notes through common stock issuance | 69,808 | 14,600,000 | ||||||||||||
Repurchase amount | $ 66,300 | |||||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |||||||||
Warrants issued in July 2017 | ||||||||||||||
Earnings Per Share | ||||||||||||||
Number of warrants exercised (in shares) | 13,094,217 | 13,094,217 | ||||||||||||
Warrants issued with the Amazon, Inc transaction agreement | ||||||||||||||
Earnings Per Share | ||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | |||||||||||||
Number of warrants exercised (in shares) | 17,461,994 | 9,214,449 | ||||||||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | ||||||||||||||
Earnings Per Share | ||||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | |||||||||||||
Number of warrants exercised (in shares) | 0 | 7,274,565 | 13,094,217 | |||||||||||
Stock options outstanding | ||||||||||||||
Earnings Per Share | ||||||||||||||
Number of dilutive potential common stock | 24,185,000 | 9,020,891 | ||||||||||||
Options granted | 451,500 | 581,000 | ||||||||||||
Restricted stock outstanding | ||||||||||||||
Earnings Per Share | ||||||||||||||
Number of dilutive potential common stock | 5,439,207 | 6,416,308 | ||||||||||||
Options granted | 802,500 | 555,000 | ||||||||||||
Common stock warrants | ||||||||||||||
Earnings Per Share | ||||||||||||||
Number of dilutive potential common stock | 80,017,181 | 88,264,726 | ||||||||||||
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory | ||
Raw materials and supplies - production locations | $ 247,100 | $ 187,449 |
Raw materials and supplies - customer locations | 14,301 | 16,294 |
Work-in-process | 62,558 | 58,341 |
Finished goods | 9,420 | 7,079 |
Inventory | $ 333,379 | $ 269,163 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, plant and equipment | |||
Property, plant, and equipment | $ 356,332 | $ 284,747 | |
Less: accumulated depreciation | (31,679) | (29,124) | |
Property, plant, and equipment, net | 324,653 | 255,623 | |
Capitalized interest | 4,300 | $ 0 | |
Depreciation expense | 2,600 | $ 1,600 | |
Land | |||
Property, plant and equipment | |||
Property, plant, and equipment | 1,165 | 1,165 | |
Construction in progress | |||
Property, plant and equipment | |||
Property, plant, and equipment | 235,548 | 169,415 | |
Leasehold Improvements | |||
Property, plant and equipment | |||
Property, plant, and equipment | 2,645 | 2,099 | |
Software, machinery and equipment | |||
Property, plant and equipment | |||
Property, plant, and equipment | $ 116,974 | $ 112,068 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Gross Carrying Amount (Details) - USD ($) $ in Thousands | Nov. 22, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | |||
Gross Carrying Amount | $ 224,416 | $ 165,027 | |
Accumulated Amortization | (12,009) | (6,819) | |
Total | 212,407 | 158,208 | |
Goodwill | 232,031 | 220,436 | |
Translation loss on goodwill | $ (1,296) | ||
Applied Cryo Technologies | |||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | |||
Acquired | $ 70,484 | ||
Goodwill | $ 93,251 | ||
In process research and development | |||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | |||
Gross Carrying Amount | 29,000 | ||
Total | $ 29,000 | ||
Acquired technology | |||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | |||
Weighted Average Amortization Period | 14 years | 13 years | |
Gross Carrying Amount | $ 104,605 | $ 45,530 | |
Accumulated Amortization | (7,121) | (5,392) | |
Total | $ 97,484 | $ 40,138 | |
Dry stack electrolyzer technology | |||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | |||
Weighted Average Amortization Period | 5 years | ||
Gross Carrying Amount | $ 29,000 | ||
Accumulated Amortization | (483) | ||
Total | $ 28,517 | ||
Customer relationships, Non-compete agreements, Backlog & Trademark | |||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | |||
Weighted Average Amortization Period | 12 years | 12 years | |
Gross Carrying Amount | $ 90,811 | $ 90,497 | |
Accumulated Amortization | (4,405) | (1,427) | |
Total | $ 86,406 | $ 89,070 | |
Customer Relationships | Applied Cryo Technologies | |||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | |||
Weighted Average Amortization Period | 15 years | ||
Acquired | $ 26,600 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Intangible Assets and Goodwill | ||
Amortization of Intangible Assets | $ 5,190 | $ 364 |
Estimated amortization expense | ||
Remainder of 2022 | 18,743 | |
2023 | 21,189 | |
2024 | 21,131 | |
2025 | 20,353 | |
2026 | 18,797 | |
2027 and thereafter | 112,194 | |
Total | $ 212,407 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 220,436 |
Acquisitions | 12,943 |
Adjustments | (52) |
Loss due to currency translation | (1,296) |
Goodwill, Ending Balance | $ 232,031 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Mar. 31, 2019 |
Term Loan facility | ||
Long-Term Debt | ||
Incremental term loan | $ 99.8 | |
Generate Lending, LLC | Secured term loan facility | Loan and security agreement | ||
Long-Term Debt | ||
Loan Amount | $ 100 |
Convertible Senior Notes - Conv
Convertible Senior Notes - Conversion (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Mar. 31, 2018 | |
Convertible Senior Notes | ||||||||
Net proceeds | $ 17,273 | $ 10,661 | ||||||
Conversion of convertible senior notes to common stock | $ 15,345 | |||||||
5.5% Convertible Senior Notes | ||||||||
Convertible Senior Notes | ||||||||
Principal amount | $ 160 | $ 33,500 | $ 100,000 | |||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |||
3.75% Convertible Senior Notes | ||||||||
Convertible Senior Notes | ||||||||
Principal amount | $ 197,278 | $ 15,200 | $ 212,500 | $ 12,500 | $ 200,000 | |||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |||
Conversion of convertible senior notes to common stock | $ 0 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Mar. 31, 2018 |
Convertible Senior Notes | |||||||||
Net carrying amount | $ 192,949 | $ 192,633 | |||||||
3.75% Convertible Senior Notes | |||||||||
Convertible Senior Notes | |||||||||
Principal amount | 197,278 | $ 15,200 | $ 212,500 | $ 12,500 | $ 200,000 | ||||
Unamortized debt issuance costs | (4,329) | ||||||||
Net carrying amount | $ 192,949 | ||||||||
5.5% Convertible Senior Notes | |||||||||
Convertible Senior Notes | |||||||||
Principal amount | $ 160 | $ 33,500 | $ 100,000 |
Convertible Senior Notes - Expe
Convertible Senior Notes - Expenses and Interest (Details) - 3.75% Convertible Senior Notes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 1,849 | $ 1,897 |
Amortization of debt issuance costs | 316 | 1,258 |
Total | $ 2,165 | $ 3,155 |
Effective interest rate (as a percent) | 4.50% | 4.50% |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call and Common Stock Forward (Details) - USD ($) $ / shares in Units, $ in Thousands | May 18, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 29, 2020 | Mar. 31, 2018 |
Capped Call and Common Stock Forward | ||||||||||
Closing stock price on grant date | $ 22.25 | $ 10.25 | ||||||||
Common stock shares issued | 43,700,000 | 35,276,250 | ||||||||
Common Stock Forward | ||||||||||
Capped Call and Common Stock Forward | ||||||||||
Net cost incurred | $ 27,500 | |||||||||
Number of shares settled | 0 | 5,900,000 | ||||||||
3.75% Convertible Senior Notes | ||||||||||
Capped Call and Common Stock Forward | ||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |||||
Principal amount | $ 200,000 | $ 197,278 | $ 15,200 | $ 212,500 | $ 12,500 | |||||
Closing stock price on grant date | $ 28.61 | |||||||||
Convertible senior notes | $ 1,100,000 | |||||||||
3.75% Convertible Senior Notes | Capped Call | ||||||||||
Capped Call and Common Stock Forward | ||||||||||
Capped call options amount | $ 16,200 | |||||||||
Cap price | $ 6.7560 | |||||||||
Premium (as a percent) | 60.00% | |||||||||
Closing stock price on grant date | $ 4.11 | |||||||||
5.5% Convertible Senior Notes | ||||||||||
Capped Call and Common Stock Forward | ||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |||||
Principal amount | $ 160 | $ 33,500 | $ 100,000 | |||||||
5.5% Convertible Senior Notes | Common Stock Forward | ||||||||||
Capped Call and Common Stock Forward | ||||||||||
Common stock shares issued | 14,397,906 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2017 | |
Stockholders' equity | ||||||||
Net proceeds from shares of common stock sold | $ 927,300 | $ 344,400 | $ 3,587,825 | |||||
Common Stock, Shares, Issued | 595,209,356 | 594,729,610 | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||
Common stock shares issued | 43,700,000 | 35,276,250 | ||||||
Share price (in dollars per share) | $ 22.25 | $ 10.25 | ||||||
Proceeds from exercise of warrants, net of transaction costs | $ 15,445 | |||||||
SK Holdings Co LTD | ||||||||
Stockholders' equity | ||||||||
Net proceeds from shares of common stock sold | $ 1,600,000 | |||||||
Common stock shares issued | 54,966,188 | |||||||
Per share price of shares of common stock | $ 29.2893 | $ 29.2893 | ||||||
Public Offerings | ||||||||
Stockholders' equity | ||||||||
Net proceeds from shares of common stock sold | $ 2,000,000 | |||||||
Common stock shares issued | 32,200,000 | |||||||
Share price (in dollars per share) | $ 65 | $ 65 | ||||||
Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017 | ||||||||
Stockholders' equity | ||||||||
Number of warrants exercised (in shares) | 75,655,478 | 75,655,478 | ||||||
Maximum | Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017 | ||||||||
Stockholders' equity | ||||||||
Class of Warrant or Right Issued | 110,573,392 |
Warrant Transaction Agreements
Warrant Transaction Agreements - Amazon.com, Inc. Transaction Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Apr. 04, 2017 | |
Class of Warrant or Right [Line Items] | ||||
Selling, general and administrative | $ 80,890 | $ 25,579 | ||
Provision for loss contracts related to service | $ 7,297 | 361 | ||
Amazon | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants exercised (in shares) | 17,461,994 | 17,461,994 | ||
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 | |||
Reduction in revenue | $ 110 | $ 104 | ||
Number of warrants exercised (in shares) | 17,461,994 | 9,214,449 | ||
Warrant shares vested (in shares) | 55,286,696 |
Warrant Transaction Agreement_2
Warrant Transaction Agreements - Walmart Stores, Inc. Transaction Agreement (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jul. 20, 2017 | |
Warrants issued with the Walmart Stores, Inc transaction agreement | ||||
Warrant Transaction Agreements | ||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | |||
Reduction in revenue | $ 1.7 | $ 1.6 | ||
Warrant shares vested (in shares) | 20,368,782 | |||
Number of warrants exercised (in shares) | 0 | 7,274,565 | 13,094,217 | |
Amazon | ||||
Warrant Transaction Agreements | ||||
Number of warrants exercised (in shares) | 17,461,994 | 17,461,994 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Net revenue | $ 140,804 | $ 71,958 |
Sales of fuel cell systems | ||
Revenue | ||
Net revenue | 37,528 | 26,419 |
Sale of hydrogen infrastructure | ||
Revenue | ||
Net revenue | 27,089 | 20,353 |
Sale of electrolyzers | ||
Revenue | ||
Net revenue | 4,059 | |
Sale of oil and gas equipment | ||
Revenue | ||
Net revenue | 21,968 | |
Services performed on fuel cell systems and related infrastructure | ||
Revenue | ||
Net revenue | 8,240 | 6,045 |
Power purchase agreements | ||
Revenue | ||
Net revenue | 10,037 | 7,826 |
Fuel delivered to customers | ||
Revenue | ||
Net revenue | 13,429 | 11,127 |
Sale of cryogenic equipment | ||
Revenue | ||
Net revenue | 18,203 | |
Other | ||
Revenue | ||
Net revenue | $ 251 | $ 188 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue | ||
Accounts receivable | $ 57,322 | $ 92,675 |
Contract assets | 38,713 | 38,757 |
Contract liabilities | $ 155,185 | $ 183,090 |
Revenue - Changes in contract a
Revenue - Changes in contract assets and contract liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract assets | |||
Net change in contract assets | $ 44 | ||
Contract liabilities | |||
Increases due to cash received, net of amounts recognized as revenue during the period | $ 13,327 | $ 182,052 | |
Contract liabilities assumed as part of acquisition | 3,818 | 35,727 | |
Revenue recognized that was included in the contract liability balance as of the beginning of the period | (45,050) | (110,974) | |
Net change in contract liabilities | (27,905) | 106,805 | |
Sales of fuel cell systems | |||
Contract assets | |||
Transferred to receivables from contract assets recognized at the beginning of the period | (3,693) | (14,638) | |
Contract assets assumed as part of acquisition | 9,960 | ||
Revenue recognized and not billed as of the end of the period | 3,649 | 25,246 | |
Net change in contract assets | $ (44) | $ 20,568 |
Revenue - Estimated future reve
Revenue - Estimated future revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Revenue | |
Total estimated future revenue | $ 682,149 |
Sales of fuel cell systems | |
Revenue | |
Total estimated future revenue | 16,466 |
Sale of hydrogen installations and other infrastructure | |
Revenue | |
Total estimated future revenue | 40,487 |
Sale of electrolyzers | |
Revenue | |
Total estimated future revenue | 51,267 |
Sale of oil and gas equipment | |
Revenue | |
Total estimated future revenue | 73,270 |
Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Total estimated future revenue | 98,635 |
Power purchase agreements | |
Revenue | |
Total estimated future revenue | 255,929 |
Fuel delivered to customers and related equipment | |
Revenue | |
Total estimated future revenue | 83,796 |
Sale of cryogenic equipment | |
Revenue | |
Total estimated future revenue | $ 62,299 |
Maximum | Sales of fuel cell systems | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 1 year |
Maximum | Sale of hydrogen installations and other infrastructure | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 1 year |
Maximum | Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 7 years |
Maximum | Power purchase agreements | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 7 years |
Minimum | Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 5 years |
Minimum | Power purchase agreements | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 5 years |
Revenue - Others (Details)
Revenue - Others (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Mar. 31, 2021 |
Revenue | ||
Capitalized contract costs | $ 0.5 | $ 1.7 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Taxes | ||
Income tax benefit | $ 414 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value Measurements | |
Assets, transfers from level 1 to level 2 | $ 0 |
Assets, transfers from level 2 to level 1 | 0 |
Asset transfer into Level 3 | 0 |
Asset transfer out of Level 3 | 0 |
Liabilities, transfers from level 1 to level 2 | 0 |
Liabilities, transfers from level 2 to level 1 | 0 |
Liabilities transfer into Level 3 | 0 |
Liabilities transfer out of Level 3 | 0 |
Payments to acquire equity method investments | $ 22,600 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value | ||
Assets, Carrying Amount | $ 5,803,805 | $ 5,950,076 |
Liabilities, Carrying amount | 1,327,573 | 1,344,380 |
Contingent consideration | ||
Fair Value | ||
Liabilities, Carrying amount | 62,297 | |
Liabilities, Fair value | 62,297 | |
Swaps and Forward Contracts | ||
Fair Value | ||
Liabilities, Carrying amount | 981 | |
Liabilities, Fair value | 981 | |
Cash and cash equivalents | ||
Fair Value | ||
Assets, Carrying Amount | 115,241 | |
Assets, Fair Value | 115,241 | |
Corporate bonds | ||
Fair Value | ||
Assets, Carrying Amount | 226,382 | |
Assets, Fair Value | 226,382 | |
U.S. Treasuries | ||
Fair Value | ||
Assets, Carrying Amount | 1,013,883 | |
Assets, Fair Value | 1,013,883 | |
Equity securities | ||
Fair Value | ||
Assets, Carrying Amount | 147,995 | |
Assets, Fair Value | 147,995 | |
Swaps and Forward Contracts | ||
Fair Value | ||
Assets, Carrying Amount | 70 | |
Assets, Fair Value | $ 70 | |
Recurring basis | Level 1 | Swaps and Forward Contracts | ||
Fair Value | ||
Liabilities, Fair value | 1,165 | |
Recurring basis | Level 1 | Cash and cash equivalents | ||
Fair Value | ||
Assets, Fair Value | 37,116 | |
Recurring basis | Level 1 | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 554,307 | |
Recurring basis | Level 1 | Equity securities | ||
Fair Value | ||
Assets, Fair Value | 147,826 | |
Recurring basis | Level 2 | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 244,921 | |
Recurring basis | Level 3 | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 103,219 | |
Carrying value | Recurring basis | Contingent consideration | ||
Fair Value | ||
Liabilities, Carrying amount | 103,219 | |
Carrying value | Recurring basis | Swaps and Forward Contracts | ||
Fair Value | ||
Liabilities, Carrying amount | 371 | |
Carrying value | Recurring basis | Cash and cash equivalents | ||
Fair Value | ||
Assets, Carrying Amount | 37,116 | |
Carrying value | Recurring basis | Corporate bonds | ||
Fair Value | ||
Assets, Carrying Amount | 244,921 | |
Carrying value | Recurring basis | U.S. Treasuries | ||
Fair Value | ||
Assets, Carrying Amount | 554,307 | |
Carrying value | Recurring basis | Equity securities | ||
Fair Value | ||
Assets, Carrying Amount | 147,826 | |
Fair value | Recurring basis | Contingent consideration | ||
Fair Value | ||
Liabilities, Fair value | 103,219 | |
Fair value | Recurring basis | Swaps and Forward Contracts | ||
Fair Value | ||
Liabilities, Fair value | (1,165) | |
Fair value | Recurring basis | Cash and cash equivalents | ||
Fair Value | ||
Assets, Fair Value | 37,116 | |
Fair value | Recurring basis | Corporate bonds | ||
Fair Value | ||
Assets, Fair Value | 244,921 | |
Fair value | Recurring basis | U.S. Treasuries | ||
Fair Value | ||
Assets, Fair Value | 554,307 | |
Fair value | Recurring basis | Equity securities | ||
Fair Value | ||
Assets, Fair Value | $ 147,826 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and liabilities measured at fair value on recurring basis that have unobservable inputs (Details) - Recurring basis - Level 3 $ in Thousands | Mar. 31, 2022USD ($) |
Scenario based method | Credit spread | Business Combination, One | Minimum | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 12.34 |
Scenario based method | Credit spread | Business Combination, One | Maximum | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 13.77 |
Scenario based method | Credit spread | Business Combination, One | Weighted Average | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 13.06 |
Scenario based method | Discount rate | Business Combination, One | Minimum | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 13.84 |
Scenario based method | Discount rate | Business Combination, One | Maximum | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 16.06 |
Scenario based method | Discount rate | Business Combination, One | Weighted Average | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 14.95 |
Monte carlo simulation | Credit spread | Business Combination, Two | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 12.50 |
Monte carlo simulation | Credit spread | Business Combination, Three | Minimum | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 13 |
Monte carlo simulation | Credit spread | Business Combination, Three | Maximum | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 13.08 |
Monte carlo simulation | Credit spread | Business Combination, Three | Weighted Average | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 12.92 |
Monte carlo simulation | Discount rate | Business Combination, Two | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 14.63 |
Monte carlo simulation | Revenue volatility | Business Combination, Two | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 57.24 |
Monte carlo simulation | Revenue volatility | Business Combination, Two | Weighted Average | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 35 |
Monte carlo simulation | Revenue volatility | Business Combination, Three | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 35 |
Monte carlo simulation | Revenue volatility | Business Combination, Three | Minimum | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 25.9 |
Monte carlo simulation | Revenue volatility | Business Combination, Three | Maximum | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 47.7 |
Monte carlo simulation | Gross profit volatility | Business Combination, Three | Minimum | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 24.2 |
Monte carlo simulation | Gross profit volatility | Business Combination, Three | Maximum | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration, measurement input | 113.9 |
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 | 70 |
Fair value | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration | $ 103,219 |
Fair value | Scenario based method | Business Combination, One | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration | 89,670 |
Fair value | Monte carlo simulation | Business Combination, Two | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration | 10,400 |
Fair value | Monte carlo simulation | Business Combination, Three | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Contingent Consideration | $ 3,149 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Instruments Reconciliation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Reconciliations of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) | |
Balance at the beginning of the period | $ 62,297 |
Payments | (2,667) |
Additions due to acquisitions | 41,732 |
Fair value adjustments | 2,461 |
Gain due to currency translation | (604) |
Balance at the end of the period | $ 103,219 |
Investments - Available-for-sal
Investments - Available-for-sale securities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 816,976 | $ 1,242,933 |
Gross Unrealized Gains | 20 | |
Gross Unrealized Losses | (17,748) | (2,688) |
Fair Value | 799,228 | 1,240,265 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 251,827 | 228,614 |
Gross Unrealized Losses | (6,906) | (2,232) |
Fair Value | 244,921 | 226,382 |
U.S. Treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 565,149 | 1,014,319 |
Gross Unrealized Gains | 20 | |
Gross Unrealized Losses | (10,842) | (456) |
Fair Value | $ 554,307 | $ 1,013,883 |
Investments - Equity Securities
Investments - Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | $ 146,247 | $ 141,257 |
Gross Unrealized Gains | 3,351 | 7,312 |
Gross Unrealized Losses | (1,772) | (574) |
Fair Value | 147,826 | 147,995 |
Fixed income mutual funds | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 70,247 | 70,247 |
Gross Unrealized Losses | (1,772) | (574) |
Fair Value | 68,475 | 69,673 |
Exchange traded mutual funds | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 76,000 | 71,010 |
Gross Unrealized Gains | 3,351 | 7,312 |
Fair Value | $ 79,351 | $ 78,322 |
Investments - Contractual Matur
Investments - Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Within one year | $ 307,565 | $ 670,584 |
After one through five years | 509,411 | 572,349 |
Amortized Cost | 816,976 | 1,242,933 |
Fair Value | ||
Within one year | 305,681 | 670,306 |
After one through five years | 493,547 | 569,959 |
Fair Value | 799,228 | 1,240,265 |
Accrued interest income | $ 3,300 | $ 3,700 |
Operating and Finance Lease L_3
Operating and Finance Lease Liabilities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Rental expense for all operating lease | $ 14,000 | $ 8,000 | |
Right of use assets, finance lease | 42,300 | $ 33,900 | |
Amortization of right-of-use asset from finance lease | 2,200 | 1,500 | |
Prepaid rent and security deposit | 3,800 | $ 3,500 | |
Amortization of right of use asset, finance Lease | 749 | ||
Interest on lease liabilities, finance lease | $ 556 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease Term - as Lessee | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease Term - as Lessee | 9 years |
Operating and Finance Lease L_4
Operating and Finance Lease Liabilities - Future minimum lease payments under operating and finance leases (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Future minimum lease payments under operating lease | |
Remainder of 2022 | $ 42,373 |
2023 | 56,034 |
2024 | 54,667 |
2025 | 50,800 |
2026 | 43,515 |
2027 and thereafter | 43,652 |
Total future minimum lease payments | 291,041 |
Less imputed interest | (71,350) |
Total operating lease, liabilities | 219,691 |
Future minimum lease payments under finance leases | |
Remainder of 2022 | 5,929 |
2023 | 7,800 |
2024 | 7,773 |
2025 | 10,671 |
2026 | 8,039 |
2027 and thereafter | 2,343 |
Total future minimum lease payments | 42,555 |
Less imputed interest | (6,381) |
Total finance lease liabilities | 36,174 |
Future minimum lease payments under operating and finance leases | |
Remainder of 2022 | 48,302 |
2023 | 63,834 |
2024 | 62,440 |
2025 | 61,471 |
2026 | 51,554 |
2027 and thereafter | 45,995 |
Total future minimum payments | 333,596 |
Less imputed interest | (77,731) |
Total | $ 255,865 |
Operating and Finance Lease L_5
Operating and Finance Lease Liabilities - Other information related to the operating leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee, Operating Lease, Description [Abstract] | ||
Cash payments | $ 13,547 | $ 6,734 |
Weighted average remaining lease term (in years) | 5 years 5 months 15 days | 5 years 9 months 7 days |
Weighted average discount rate (as a percent) | 10.90% | 11.60% |
Operating and Finance Lease L_6
Operating and Finance Lease Liabilities - Other information related to the finance leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other information | ||
Cash payments | $ 1,868 | $ 433 |
Weighted average remaining lease term (years) | 4 years 5 months 8 days | 5 years 1 month 6 days |
Weighted average discount rate | 6.50% | 7.20% |
Finance Obligation - Narrative
Finance Obligation - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Sale Leaseback Transaction [Line Items] | ||
Total finance lease liabilities | $ 36,174 | |
Short term finance lease obligation | 5,654 | $ 4,718 |
Long term finance lease obligation | 30,520 | 24,611 |
Sale Leaseback Agreements | ||
Sale Leaseback Transaction [Line Items] | ||
Total finance lease liabilities | 16,130 | 17,000 |
Short term finance lease obligation | 3,800 | 4,500 |
Long term finance lease obligation | 12,300 | 12,500 |
Sale Leaseback Agreements | Future Services [Member] | ||
Sale Leaseback Transaction [Line Items] | ||
Total finance lease liabilities | 244,100 | 236,600 |
Short term finance lease obligation | 40,500 | 37,500 |
Long term finance lease obligation | $ 203,600 | $ 199,100 |
Finance Obligation - Future min
Finance Obligation - Future minimum payments under finance obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Future minimum lease payments under finance leases | ||
Remainder of 2022 | $ 5,929 | |
2023 | 7,800 | |
2024 | 7,773 | |
2025 | 10,671 | |
2026 | 8,039 | |
2027 and thereafter | 2,343 | |
Total future minimum lease payments | 42,555 | |
Less imputed interest | (6,381) | |
Total finance lease liabilities | 36,174 | |
Finance obligation | ||
Future minimum lease payments under finance leases | ||
Remainder of 2022 | 52,775 | |
2023 | 69,122 | |
2024 | 74,877 | |
2025 | 60,717 | |
2026 | 43,994 | |
2027 and thereafter | 35,008 | |
Total future minimum lease payments | 336,493 | |
Less imputed interest | (76,269) | |
Total finance lease liabilities | 260,224 | |
Sale of Future Revenue - Debt | ||
Future minimum lease payments under finance leases | ||
Remainder of 2022 | 49,193 | |
2023 | 65,591 | |
2024 | 65,591 | |
2025 | 60,334 | |
2026 | 43,611 | |
2027 and thereafter | 34,452 | |
Total future minimum lease payments | 318,772 | |
Less imputed interest | (74,678) | |
Total finance lease liabilities | 244,094 | |
Sale Leaseback Agreements | ||
Future minimum lease payments under finance leases | ||
Remainder of 2022 | 3,582 | |
2023 | 3,531 | |
2024 | 9,286 | |
2025 | 383 | |
2026 | 383 | |
2027 and thereafter | 556 | |
Total future minimum lease payments | 17,721 | |
Less imputed interest | (1,591) | |
Total finance lease liabilities | $ 16,130 | $ 17,000 |
Finance Obligation - Other info
Finance Obligation - Other information related to finance obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Sale Leaseback Transaction [Line Items] | ||
Cash payments | $ 1,868 | $ 433 |
Weighted average remaining term (years) | 4 years 5 months 8 days | 5 years 1 month 6 days |
Weighted average discount rate | 6.50% | 7.20% |
Finance obligation | ||
Sale Leaseback Transaction [Line Items] | ||
Cash payments | $ 17,409 | $ 12,816 |
Weighted average remaining term (years) | 4 years 10 months 28 days | 4 years 10 months 24 days |
Weighted average discount rate | 10.80% | 11.20% |
Commitments and Contingencies -
Commitments and Contingencies - Concentrations of Credit Risk (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($)customer | Mar. 31, 2021USD ($)customer | Dec. 31, 2021USD ($)customer | |
Customer Concentration | |||
Federal depository insurance coverage | $ 250 | ||
Restricted cash | 252,600 | $ 275,100 | |
Letter of credit | 339,700 | 286,000 | |
Construction escrow | 67,700 | $ 67,700 | |
Consideration held by paying agent. | 5,000 | ||
Consolidated revenue | 140,804 | $ 71,958 | |
Collateral Related to Acquisitions | Frames Holding B.V. | |||
Customer Concentration | |||
Restricted Cash | 15,300 | ||
Restricted Cash | $ 15,300 | ||
Accounts receivable | Customer concentration | Customers | |||
Customer Concentration | |||
Number of customers | customer | 2 | 1 | |
Concentration risk (as a percent) | 30.00% | 46.60% | |
Revenues | Customer concentration | Customers | |||
Customer Concentration | |||
Number of customers | customer | 5 | 3 | |
Concentration risk (as a percent) | 67.00% | 71.20% | |
Warrants issued with the Amazon, Inc transaction agreement | |||
Customer Concentration | |||
Reduction in revenue | $ 110 | $ 104 |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumptions For Estimating Fair Value (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | |
Assumptions for estimating fair value | ||||
Closing stock price on grant date | $ 22.25 | $ 10.25 | ||
Service Options Awards | ||||
Employee Benefit Plans | ||||
Compensation cost | $ 5.9 | $ 3.3 | ||
Options granted | 451,500 | |||
Performance Option Awards | ||||
Employee Benefit Plans | ||||
Compensation cost | $ 25.1 | 0 | ||
Options granted | 0 | |||
Stock Incentive Plan 2011 And 2021 | ||||
Employee Benefit Plans | ||||
Compensation cost | $ 40.8 | $ 8.5 |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Activity, Weighted Average Exercise Price (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Stock option activity additional disclosures | |||
Period for recognition | 2 years 1 month 6 days | ||
Service Options Awards | |||
Shares | |||
Options outstanding, beginning balance (in shares) | 9,786,909 | ||
Granted (in shares) | 451,500 | ||
Exercised (in shares) | (56,692) | ||
Forfeited (in shares) | (16,717) | ||
Options outstanding, end balance (in shares) | 10,165,000 | 9,786,909 | |
Options exercisable (in shares) | 4,900,538 | ||
Options unvested (in shares) | 5,264,462 | ||
Weighted Average Exercise Price | |||
Options outstanding, beginning balance, weighted-average exercise price | $ 11.65 | ||
Granted, weighted-average exercise price | 23.83 | ||
Exercised, weighted-average exercise price | 5.13 | ||
Forfeited, weighted-average exercise price | 13.16 | ||
Options outstanding, end balance, weighted-average exercise price | 12.20 | $ 11.65 | |
Options exercisable, weighted-average exercise price | 5.96 | ||
Options unvested, weighted-average exercise price | $ 18.03 | ||
Stock option activity additional disclosures | |||
Options outstanding, weighted-average remaining contractual term | 7 years 6 months | 7 years 8 months 12 days | |
Options exercisable, weighted-average remaining contractual term | 6 years 3 months 18 days | ||
Options unvested, weighted-average remaining contractual term | 8 years 8 months 12 days | ||
Options outstanding, aggregate intrinsic value | $ 176,301 | $ 172,412 | |
Options exercisable, aggregate intrinsic value | 114,080 | ||
Options unvested, aggregate intrinsic value | $ 62,221 | ||
Weighted-average grant date fair value of options granted (per share) | $ 15.34 | $ 31.78 | |
Fair value of stock options that vested during the period | $ 5,600 | $ 2,900 | |
Compensation cost | 5,900 | 3,300 | |
Unrecognized compensation cost | $ 47,000 | $ 40,500 | |
Period for recognition | 2 years 1 month 17 days | 2 years 1 month 17 days | |
Intrinsic fair value of options exercised | $ 1,100 | $ 1,000 | |
Performance Option Awards | |||
Shares | |||
Granted (in shares) | 0 | ||
Stock option activity additional disclosures | |||
Compensation cost | $ 25,100 | $ 0 | |
Unrecognized compensation cost | $ 125,100 | ||
Period for recognition | 2 years 5 months 23 days |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Benefit Plans | ||
Period for recognition | 2 years 1 month 6 days | |
Restricted stock outstanding | ||
Employee Benefit Plans | ||
Compensation cost | $ 9,800 | $ 5,200 |
Unrecognized compensation cost | 83,700 | 64,100 |
Weighted average grant-date fair value of the restricted stock units granted | 3,900 | 457 |
Fair value of restricted stock units vested | $ 23,860 | $ 43,890 |
Shares | ||
Unvested restricted stock, beginning balance (in shares) | 4,851,873 | |
Granted (in shares) | 802,500 | |
Vested (in shares) | (196,832) | |
Forfeited (in shares) | (18,334) | |
Unvested restricted stock, end balance (in shares) | 5,439,207 | |
Weighted Average Grant Date Fair Value | ||
Unvested restricted stock, beginning balance, weighted average grant date fair value | $ 21.59 | |
Granted, weighted average grant date fair value | 23.86 | |
Vested, weighted average grant date fair value | 41.93 | |
Forfeited, weighted average grant date fair value | 13.20 | |
Unvested restricted stock, end balance, weighted average grant date fair value | $ 18.31 | |
Aggregate Intrinsic Value | ||
Unvested restricted stock, end balance, aggregate intrinsic value | $ 155,616 |
Employee Benefit Plans - 401(K)
Employee Benefit Plans - 401(K) Saving And Retirement Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Non Employee Director | ||
Non-Employee Benefit Plan Compensation | ||
Granted (in shares) | 3,290 | 2,653 |
Compensation cost | $ 94 | $ 85 |
Savings And Retirement Plan 401 K | ||
401(K) Savings & Retirement Plan | ||
Common stock, shares issued | 96,539 | 12,513 |
Total expense (including issuance of shares) | $ 2,200 | $ 1,300 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 140,804 | $ 71,958 | |
Long-Lived Assets | $ 671,788 | $ 573,556 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 113,678 | 69,646 | |
Long-Lived Assets | 665,992 | 570,778 | |
Other Member | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 27,126 | $ 2,312 | |
Long-Lived Assets | $ 5,796 | $ 2,778 |