Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Measurements

Fair Value Measurements

15. Fair Value Measurements

The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

These levels are:

● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

● Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value.

Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics.  Available-for-sale securities are characterized as Level 2 assets, as their fair values are determined using observable market inputs. Equity securities are characterized as Level 1 assets, as their fair values are determined using active markets for identical assets. There were no transfers between Level 1, Level 2, or Level 3 for the three and six months ended June 30, 2023.

Financial instruments not recorded at fair value on a recurring basis include equity method investments that have not been remeasured or impaired in the current period, such as our investments in HyVia, AccionaPlug, and SK Plug Hyverse. During the three and six months ended June 30, 2023, the Company contributed approximately $0.8 million and $40.9 million, respectively, to HyVia, AccionaPlug and SK Plug Hyverse.

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):

	As of June 30, 2023
	Carrying		Fair		Fair Value Measurements
	Amount		Value		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	120,818	$	120,818	$	120,818	$	—	$	—
Corporate bonds		149,659		149,659		—		149,659		—
U.S. Treasuries		287,992		287,992		287,992		—		—
Equity securities		67,753		67,753		67,753		—		—
Liabilities
Contingent consideration		119,841		119,841		—		—		119,841

	As of December 31, 2022
	Carrying		Fair		Fair Value Measurements
	Amount		Value		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	212,577	$	212,577	$	212,577	$	—	$	—
Corporate bonds		193,633		193,633		—		193,633		—
U.S. Treasuries		1,139,310		1,139,310		1,139,310		—		—
Equity securities		134,836		134,836		134,836		—		—
Liabilities
Contingent consideration		116,165		116,165		—		—		116,165

The liabilities measured at fair value on a recurring basis that have unobservable inputs and are therefore categorized as level 3 are related to contingent consideration. The fair value as of June 30, 2023 of $119.8 million is comprised of $71.2 million related to the acquisition of Joule, as well as $48.6 million from the Frames Holding B.V. (“Frames”) and Applied Cryo Technologies, Inc. (“Applied Cryo”) acquisitions in 2021 and the Giner ELX, Inc. and United Hydrogen Group Inc. acquisitions in 2020.

In connection with the Applied Cryo acquisition, the Company recorded on its consolidated balance sheet an initial liability of $14.0 million representing the fair value of contingent consideration payable, and is recorded in the unaudited interim condensed consolidated balance sheet in contingent consideration, loss accrual for service contracts, and other current liabilities. In the second quarter of 2023, the Company paid out the remaining Applied Cryo earn-out, which was fully accrued as of March 31, 2023.

In connection with the Frames acquisition, the Company recorded on its consolidated balance sheet a liability of $29.1 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was $30.2 million and $31.0 million as of June 30, 2023 and December 31, 2022, respectively. The change in fair value compared to December 31, 2022 was due to a decrease in the fair value of the liability balance, partially offset by a change in the foreign currency translation. The Company recorded an increase of $0.5 million and a decrease of $0.8 million for the three and six months ended June 30, 2023 in change in fair value of contingent consideration in the unaudited interim condensed consolidated statement of operations, respectively.

In connection with the Giner ELX, Inc. acquisition, the Company recorded on its consolidated balance sheet a liability of $16.0 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was $16.8 million and $14.5 million as of June 30, 2023 and December 31, 2022, respectively, and as a result, an increase of $3.5 million and $2.3 million was recorded in change in fair value of contingent consideration in the unaudited interim condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively.

In connection with the United Hydrogen Group Inc. acquisition the Company recorded on its consolidated balance sheet a liability of $1.1 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was $1.7 million and $1.5 million as of June 30, 2023 and December 31, 2022, respectively, and, as a result, an increase of $0.1 million and $0.2 million was recorded in change in fair value of contingent consideration in the unaudited interim condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively.

In the unaudited interim condensed consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities financial statement line item, and was comprised of the following unobservable inputs as of June 30, 2023:

Financial Instrument	Fair Value		Valuation Technique	Unobservable Input	Range (weighted average)
Contingent Consideration	$	75,700	Scenario based method	Credit spread	14.19% - 14.20%
				Discount rate	18.71% - 19.67%
		10,430	Monte carlo simulation	Credit spread	14.20%
				Discount rate	19.64%
				Revenue volatility	38.64%
		33,711	Monte carlo simulation	Credit spread	14.19%
				Revenue volatility	25.00%
				Gross profit volatility	55.00%
	$	119,841

In the unaudited interim condensed consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities financial statement line item, and was comprised of the following unobservable inputs as of December 31, 2022:

Financial Instrument	Fair Value		Valuation Technique	Unobservable Input	Range (weighted average)
Contingent Consideration	$	85,269	Scenario based method	Credit spread	15.73% - 15.74%
				Discount rate	19.85% - 20.68%
		11,310	Monte carlo simulation	Credit spread	15.74%
				Discount rate	20.00%-20.30%
				Revenue volatility	45.29%
		19,586	Monte carlo simulation	Credit spread	15.73%
				Revenue volatility	35.7% - 23.1% (35.0%)
				Gross profit volatility	106.7% - 23.2% (60.0%)
	$	116,165

The change in the carrying amount of Level 3 liabilities for the six month period ended June 30, 2023 was as follows (in thousands):

	Six Months Ended
	June 30, 2023
Beginning balance at December 31, 2022	$	116,165
Cash payments		(2,000)
Fair value adjustments		8,769
Foreign currency translation adjustment		539
Ending balance at March 31, 2023		123,473
Cash payments		(11,000)
Payment settled in stock		(8,000)
Fair value adjustments		15,308
Foreign currency translation adjustment		60
Ending balance at June 30, 2023	$	119,841