Acquisitions (Tables)

9 Months Ended

Sep. 30, 2022

Joule Processing LLC

Schedule of fair value of consideration paid

The fair value of consideration paid by the Company in connection with the Joule acquisition was as follows (in thousands):

Cash	$	28,140
Contingent consideration		41,732
Total consideration	$	69,872

Summary of allocation of the purchase price to the estimated fair value of the net assets acquired

The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands):

Current assets	$	2,672
Property, plant and equipment		493
Right of use asset		182
Identifiable intangible assets		60,522
Lease liability		(374)
Current liabilities		(2,612)
Contract liability		(3,818)
Total net assets acquired, excluding goodwill	$	57,065

Business combination segment allocation

Goodwill associated with the Joule acquisition was calculated as follows (in thousands):

Consideration paid	$	28,140
Contingent consideration		41,732
Less: net assets acquired		(57,065)
Total goodwill recognized	$	12,807

Applied Cryo Technologies

Schedule of fair value of consideration paid

The fair value of consideration paid by the Company in connection with the Applied Cryo acquisition was as follows (in thousands):

Cash	$	98,559
Plug Power Inc. Common Stock		46,697
Contingent consideration		14,000
Settlement of preexisting relationship		2,837
Total consideration	$	162,093

Summary of allocation of the purchase price to the estimated fair value of the net assets acquired

The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill (in thousands):

Cash	$	1,180
Accounts receivable		4,123
Inventory		24,655
Prepaid expenses and other assets		1,506
Property, plant and equipment		4,515
Right of use asset		2,788
Identifiable intangible assets		70,484
Lease liability		(2,672)
Accounts payable, accrued expenses and other liabilities		(7,683)
Deferred tax liability		(16,541)
Deferred revenue		(12,990)
Total net assets acquired, excluding goodwill	$	69,365

Business combination segment allocation

Goodwill associated with the Applied Cryo acquisition was calculated as follows (in thousands):

Consideration paid	$	162,093
Less: net assets acquired		(69,365)
Total goodwill recognized	$	92,728

Frames Holding B.V.

Schedule of fair value of consideration paid

The fair value of consideration paid by the Company in connection with the Frames acquisition was as follows (in thousands):

Cash	$	94,541
Contingent consideration		29,057
Settlement of preexisting relationship		4,263
Total consideration	$	127,861

Summary of allocation of the purchase price to the estimated fair value of the net assets acquired

The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the total net assets acquired, excluding goodwill (in thousands):

Cash	$	45,394
Accounts receivable		17,910
Inventory		34
Prepaid expenses and other assets		3,652
Property, plant and equipment		709
Right of use asset		1,937
Contract asset		9,960
Identifiable intangible assets		50,478
Lease liability		(1,937)
Contract liability		(22,737)
Accounts payable, accrued expenses and other liabilities		(18,465)
Deferred tax liability		(11,259)
Provision for loss contracts		(2,636)
Warranty provisions		(7,566)
Total net assets acquired, excluding goodwill	$	65,474

Business combination segment allocation

Goodwill associated with the Frames acquisition was calculated as follows (in thousands):

Consideration paid	$	127,861
Less: net assets acquired		(65,474)
Total goodwill recognized	$	62,387

Schedule of unaudited pro forma financial information

The following table reflects the unaudited pro forma results of operations for the three and nine months ended September 30, 2021 assuming that the Frames acquisition had occurred on January 1, 2021 (in thousands):

	Three Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2021
Revenue	$	159,304	$	387,623
Net loss	$	(105,294)	$	(264,640)