PLUG POWER INC, 10-K filed on 2/29/2024
Annual Report
v3.24.0.1
Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2023
Feb. 27, 2024
Jun. 30, 2023
Document and Entity Information:      
Document Type 10-K    
Document Annual Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2023    
Document Transition Report false    
Entity File Number 1-34392    
Entity Registrant Name Plug Power Inc    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 22-3672377    
Title of 12(b) Security Common Stock, par value $.01 per share    
Trading Symbol PLUG    
Security Exchange Name NASDAQ    
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    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 4,557,037,812
Entity Common Stock, Shares Outstanding   684,255,083  
Auditor Name Deloitte & Touche LLP    
Auditor Firm ID 34    
Auditor Location Rochester, NY    
Entity Central Index Key 0001093691    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
v3.24.0.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 135,033 $ 690,630
Restricted cash 216,552 158,958
Available-for-sale securities, at fair value (amortized cost of $0 and allowance for credit losses of $0 at December 31, 2023 and amortized cost of $1,355,614 and allowance for credit losses of $0 at December 31, 2022)   1,332,943
Equity securities 0 134,836
Accounts receivable, net of allowance of $8,798 at December 31, 2023 and $43 at December 31, 2022 243,811 129,450
Inventory, net 961,253 645,636
Contract assets 126,248 62,456
Prepaid expenses and other current assets 104,068 150,389
Total current assets 1,786,965 3,305,298
Restricted cash 817,559 699,756
Property, plant, and equipment, net 1,436,177 719,793
Right of use assets related to finance leases, net 57,281 53,742
Right of use assets related to operating leases, net 399,969 360,287
Equipment related to power purchase agreements and fuel delivered to customers, net 111,261 89,293
Contract assets 29,741 41,831
Goodwill 0 248,607
Intangible assets, net 188,886 207,725
Investments in non-consolidated entities and non-marketable equity securities 63,783 31,250
Other assets 11,116 6,694
Total assets 4,902,738 5,764,276
Current liabilities:    
Accounts payable 257,828 191,895
Accrued expenses 200,544 156,430
Deferred revenue and other contract liabilities 204,139 131,813
Operating lease liabilities 63,691 48,861
Finance lease liabilities 9,441 8,149
Finance obligations 84,031 58,925
Current portion of long-term debt 2,716 5,142
Contingent consideration, loss accrual for service contracts, and other current liabilities 142,410 34,060
Total current liabilities 964,800 635,275
Deferred revenue and other contract liabilities 84,163 98,085
Operating lease liabilities 292,002 271,504
Finance lease liabilities 36,133 37,988
Finance obligations 284,363 270,315
Convertible senior notes, net 195,264 193,919
Long-term debt 1,209 3,925
Contingent consideration, loss accrual for service contracts, and other liabilities 146,679 193,051
Total liabilities 2,004,613 1,704,062
Stockholders' equity:    
Common stock, $0.01 par value per share; 1,500,000,000 shares authorized; Issued (including shares in treasury): 625,305,025 at December 31, 2023 and 608,421,785 at December 31, 2022 6,254 6,084
Additional paid-in capital 7,494,685 7,297,306
Accumulated other comprehensive loss (6,802) (26,004)
Accumulated deficit (4,489,744) (3,120,911)
Less common stock in treasury: 19,169,366 at December 31, 2023 and 18,076,127 at December 31, 2022 (106,268) (96,261)
Total stockholders' equity 2,898,125 4,060,214
Total liabilities and stockholders' equity $ 4,902,738 $ 5,764,276
v3.24.0.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS    
Amortized cost $ 0 $ 1,355,614
Allowance for credit losses 0 0
Allowance for doubtful accounts receivable $ 8,798 $ 43
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 625,305,025 608,421,785
Common stock in treasury, shares 19,169,366 18,076,127
v3.24.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Net revenue:      
Net revenue $ 891,340 $ 701,440 $ 502,342
Cost of revenue:      
Provision for loss contracts related to service 86,346 26,801 71,988
Total cost of revenue 1,399,131 895,796 673,652
Gross loss (507,791) (194,356) (171,310)
Operating expenses:      
Research and development 113,745 99,579 64,762
Selling, general and administrative 422,469 363,929 179,852
Impairment 20,014 5,218 10,224
Impairment of goodwill 249,480    
Change in fair value of contingent consideration 30,024 16,468 11,176
Total operating expenses 835,732 485,194 266,014
Operating loss (1,343,523) (679,550) (437,324)
Interest income 55,829 37,259 4,040
Interest expense (45,201) (39,037) (43,225)
Other expense, net (131) (1,135) (606)
Realized loss on investments, net (12,806) (1,395) (81)
Change in fair value of equity securities 11,421 (18,159) 6,738
Loss on extinguishment of debt   (986)  
Loss on equity method investments (41,786) (20,166) (5,704)
Loss before income taxes (1,376,197) (723,169) (476,162)
Income tax benefit/(expense) 7,364 (839) 16,197
Net loss $ (1,368,833) $ (724,008) $ (459,965)
Net loss per share:      
Net loss per share, basic (in dollars per share) $ (2.30) $ (1.25) $ (0.82)
Net loss per share, diluted (in dollars per share) $ (2.30) $ (1.25) $ (0.82)
Weighted average number of common stock outstanding, basic (in shares) 595,468,419 579,716,708 558,182,177
Weighted average number of common stock outstanding, diluted (in shares) 595,468,419 579,716,708 558,182,177
Sales of equipment, related infrastructure and other      
Net revenue:      
Net revenue $ 711,433 $ 558,932 $ 392,777
Cost of revenue:      
Cost of revenue 765,575 468,057 307,157
Services performed on fuel cell systems and related infrastructure      
Net revenue:      
Net revenue 39,093 35,280 26,706
Cost of revenue:      
Cost of revenue 75,412 59,365 63,729
Power purchase agreements      
Net revenue:      
Net revenue 63,731 47,183 35,153
Cost of revenue:      
Cost of revenue 218,936 144,696 102,417
Fuel delivered to customers and related equipment      
Net revenue:      
Net revenue 66,246 57,196 46,917
Cost of revenue:      
Cost of revenue 246,318 194,255 127,196
Other      
Net revenue:      
Net revenue 10,837 2,849 789
Cost of revenue:      
Cost of revenue $ 6,544 $ 2,622 $ 1,165
v3.24.0.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS      
Net loss $ (1,368,833) $ (724,008) $ (459,965)
Foreign currency translation loss (3,470) (4,468) (1,315)
Change in net unrealized gain/(loss) on available-for-sale securities 9,866 (20,004) (2,668)
Realized loss on available-for-sale securities 12,806    
Comprehensive loss, net of tax $ (1,349,631) $ (748,480) $ (463,948)
v3.24.0.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Common Stock
3.75% Convertible Senior Notes
Common Stock
5.5% Convertible Senior Notes
Common Stock
Private placement
Common Stock
Additional Paid-in-Capital
3.75% Convertible Senior Notes
Additional Paid-in-Capital
5.5% Convertible Senior Notes
Additional Paid-in-Capital
Private placement
Additional Paid-in-Capital
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
Accumulated Deficit
3.75% Convertible Senior Notes
5.5% Convertible Senior Notes
Private placement
Total
Balance at Dec. 31, 2020       $ 4,740       $ 3,446,650 $ 2,451 $ (40,434) $ (1,946,488)       $ 1,466,919
Balance (in shares) at Dec. 31, 2020       473,977,469           15,926,068          
Increase (Decrease) in Stockholders' Equity                              
Issuance of common stock, net (in shares)                             32,200,000
Balance at Dec. 31, 2020       $ 4,740       3,446,650 2,451 $ (40,434) (1,946,488)       $ 1,466,919
Balance (in shares) at Dec. 31, 2020       473,977,469           15,926,068          
Increase (Decrease) in Stockholders' Equity                              
Net loss                     (459,965)       (459,965)
Other comprehensive income/(loss)                 (3,983)           (3,983)
Stock-based compensation       $ 1       76,469             76,470
Stock-based compensation (in shares)       100,662                      
Issuance of common stock, net     $ 549 $ 322     $ 1,564,065 2,022,897           $ 1,564,614 2,023,219
Issuance of common stock, net (in shares)     54,966,188 32,200,000                      
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards       $ 51       7,469             7,520
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards (in shares)       5,097,667                      
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards                   $ (32,092)         (32,092)
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards (in shares)                   1,148,642          
Exercise of warrants       $ 242       15,203             15,445
Exercise of warrants (in shares)       24,210,984                      
Conversion of Convertible Senior Note $ 30 $ 1     $ 15,155 $ 159           $ 15,185 $ 160    
Conversion of Convertible Senior Note (in shares) 3,016,036 69,808                          
Common stock issued for acquisitions       $ 11       46,686             46,697
Common stock issued for acquisitions (in shares)       1,090,796                      
Provision for common stock warrants               6,142             6,142
Balance (ASU 2020-06) at Dec. 31, 2021               (130,185)     9,550       (120,635)
Balance at Dec. 31, 2021       $ 5,947       7,070,710 (1,532) $ (72,526) (2,396,903)       4,605,696
Balance (in shares) at Dec. 31, 2021       594,729,610           17,074,710          
Increase (Decrease) in Stockholders' Equity                              
Net loss                     (724,008)       (724,008)
Other comprehensive income/(loss)                 (24,472)           (24,472)
Stock-based compensation       $ 6       179,621             179,627
Stock-based compensation (in shares)       584,545                      
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards       $ 59       2,242             2,301
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards (in shares)       5,905,883                      
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards                   $ (23,735)         (23,735)
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards (in shares)                   1,001,417          
Exercise of warrants       $ 68       (68)              
Exercise of warrants (in shares)       6,793,479                      
Common stock issued for acquisitions       $ 4       6,103             6,107
Common stock issued for acquisitions (in shares)       408,268                      
Provision for common stock warrants               38,698             38,698
Balance at Dec. 31, 2022       $ 6,084       7,297,306 (26,004) $ (96,261) (3,120,911)       $ 4,060,214
Balance (in shares) at Dec. 31, 2022       608,421,785           18,076,127         608,421,785
Increase (Decrease) in Stockholders' Equity                              
Net loss                     (1,368,833)       $ (1,368,833)
Other comprehensive income/(loss)                 19,202           19,202
Stock-based compensation       $ 15       162,893             162,908
Stock-based compensation (in shares)       1,548,608                      
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards       $ 53       1,560             1,613
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards (in shares)       5,103,159                      
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards                   $ (10,007)         (10,007)
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards (in shares)                   1,093,239          
Exercise of warrants       $ 93       (93)              
Exercise of warrants (in shares)       9,304,431                      
Earnouts from acquisitions paid in stock       $ 9       7,991             8,000
Earnouts from acquisitions paid in stock (in shares)       927,042                      
Provision for common stock warrants               25,028             25,028
Balance at Dec. 31, 2023       $ 6,254       $ 7,494,685 $ (6,802) $ (106,268) $ (4,489,744)       $ 2,898,125
Balance (in shares) at Dec. 31, 2023       625,305,025           19,169,366         625,305,025
v3.24.0.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical)
Dec. 31, 2021
Jan. 07, 2021
Dec. 31, 2020
May 31, 2020
May 29, 2020
May 18, 2020
Mar. 31, 2018
3.75% Convertible Senior Notes              
Interest rate (as a percent) 3.75%   3.75% 3.75% 3.75% 3.75% 3.75%
5.5% Convertible Senior Notes              
Interest rate (as a percent) 5.50% 5.50% 5.50%       5.50%
v3.24.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating activities      
Net loss $ (1,368,833) $ (724,008) $ (459,965)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation of long-lived assets 51,986 30,402 20,900
Amortization of intangible assets 19,097 21,195 2,469
Lower of cost or net realizable value inventory adjustment and provision for excess and obsolete inventory 93,742 1,957 2,158
Stock-based compensation 162,908 179,627 76,470
Provision for losses on accounts receivable 8,407    
Loss on extinguishment of debt   986  
Amortization of debt issuance costs and discount on convertible senior notes 2,213 2,710 3,018
Provision for common stock warrants 11,209 12,683 6,566
Deferred income tax (benefit)/expense (8,534) 170 (16,197)
Impairment 20,014 5,218 10,224
Impairment of goodwill 249,480    
Loss/(benefit) on service contracts 56,633 (8,645) 63,124
Fair value adjustment to contingent consideration 30,024 16,468 11,176
Net realized loss on investments 12,806 1,395 81
(Accretion)/amortization of premium on available-for-sale securities (6,610) 990 9,232
Lease origination costs (9,600) (8,815) (10,410)
Loss on disposal of assets   268  
Change in fair value for equity securities (11,421) 18,159 (6,738)
Loss on equity method investments 41,786 20,166 5,704
Changes in operating assets and liabilities that provide (use) cash:      
Accounts receivable (122,768) (30,920) (27,601)
Inventory (408,631) (365,666) (100,949)
Contract assets (40,258) (39,515) (10,608)
Prepaid expenses and other assets 32,549 (92,521) (32,392)
Accounts payable, accrued expenses, and other liabilities 21,722 88,458 24,908
Payments of contingent consideration (2,895)    
Deferred revenue and other contract liabilities 58,404 40,615 70,654
Net cash used in operating activities (1,106,570) (828,623) (358,176)
Investing activities      
Purchases of property, plant and equipment (665,208) (436,610) (172,166)
Purchase of intangible assets     (928)
Proceeds from sales of long-lived assets 1,104    
Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers (30,918) (27,263) (20,172)
Purchase of available-for-sale securities   (838,622) (3,159,372)
Proceeds from sales of available-for-sale securities 345,264 475,676 778,038
Proceeds from maturities of available-for-sale securities 1,006,161 247,879 1,129,088
Purchase of equity securities   (5,000) (169,793)
Proceeds from sales of equity securities 144,250   28,536
Net cash paid for acquisitions   (56,906) (136,526)
Cash paid for non-consolidated entities and non-marketable equity securities (72,601) (38,524) (17,596)
Net cash provided by/(used in) investing activities 728,052 (679,370) (1,740,891)
Financing activities      
Proceeds from exercise of warrants, net of transaction costs     15,445
Payments of contingent consideration (10,105) (2,667) (1,541)
Proceeds from public and private offerings, net of transaction costs     3,587,833
Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation (10,007) (23,735) (32,092)
Proceeds from exercise of stock options 1,613 2,301 7,520
Principal payments on long-term debt (6,010) (121,389) (48,681)
Proceeds from finance obligations 104,251 122,886 108,925
Principal repayments of finance obligations and finance leases (73,625) (54,853) (39,630)
Net cash provided by/(used in) financing activities 6,117 (77,457) 3,597,779
Effect of exchange rate changes on cash (7,799) 2,600 (802)
(Decrease)/increase in cash and cash equivalents (555,597) (1,790,639) 1,168,865
Increase in restricted cash 175,397 207,789 329,045
Cash, cash equivalents, and restricted cash beginning of period 1,549,344 3,132,194 1,634,284
Cash, cash equivalents, and restricted cash end of period 1,169,144 1,549,344 3,132,194
Supplemental disclosure of cash flow information      
Cash paid for interest, net of capitalized interest of $8.1 million, $13.1 million and $4.8 million 41,811 35,520 19,327
Summary of non-cash activity      
Recognition of right of use asset - finance leases 8,908 25,650 28,180
Recognition of right of use asset - operating leases 90,795 178,222 110,337
Net tangible assets (liabilities) acquired (assumed) in a business combination   5,342 (26,066)
Common stock issued for acquisitions   6,107 46,697
Intangible assets acquired in a business combination   73,952 120,962
Conversion of convertible senior notes to common stock     15,345
Net transfers between inventory and long-lived assets 728 1,619 6,297
Earnouts from acquisitions paid in stock 8,000    
Accrued purchase of fixed assets, cash to be paid in subsequent period $ 160,578 $ 62,320 14,006
Settlement of liability from acquisitions     $ 7,100
v3.24.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
CONSOLIDATED STATEMENTS OF CASH FLOWS      
Net capitalized interest $ 8.1 $ 13.1 $ 4.8
v3.24.0.1
Nature of Operations
 12 Months Ended
Dec. 31, 2023
Nature of Operations  
Nature of Operations

1. Nature of Operations

​

Description of Business

​

Plug is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions.

​

While we continue to develop commercially viable hydrogen and fuel cell product solutions, we have expanded our offerings to support a variety of commercial operations that can be powered with clean hydrogen. We provide electrolyzers that allow customers — such as refineries, producers of chemicals, steel, fertilizer and commercial refueling stations — to generate hydrogen on-site. We are focusing our efforts on (a) 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; (b) production of hydrogen; and (c) stationary power systems that will support critical operations, such as data centers, microgrids, and generation facilities, in either a backup power or continuous power role, and replace batteries, diesel generators or the grid for telecommunication logistics, transportation, and utility customers. Plug expects to support these products and customers with an ecosystem of vertically integrated products that produce, transport, store and handle, dispense, and use hydrogen for mobility and power applications.

​

Our current product and service portfolio includes:

​

GenDrive: GenDrive is our hydrogen fueled PEM fuel cell system, providing power to material handling EVs, including Class 1, 2, 3 and 6 electric forklifts, automated guided vehicles, and ground support equipment.

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GenSure: GenSure is our stationary fuel cell solution providing scalable, modular PEM fuel cell power to support the backup and grid-support power requirements of the telecommunications, transportation, and utility sectors; our GenSure High Power Fuel Cell Platform supports large scale stationary power and data center markets.

​

Progen: Progen is our fuel cell stack and engine technology currently used globally in mobility and stationary fuel cell systems, and as engines in electric delivery vans. This includes Plug’s membrane electrode assembly (“MEA”), a critical component of the fuel cell stack used in zero-emission fuel cell EV engines.

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GenFuel: GenFuel is our liquid hydrogen fueling, delivery, generation, storage, and dispensing system.

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GenCare: GenCare is our ongoing “Internet of Things”-based maintenance and on-site service program for GenDrive fuel cell systems, GenSure fuel cell systems, GenFuel hydrogen storage and dispensing products and Progen fuel cell engines.

​

GenKey: GenKey is our vertically integrated “turn-key” solution combining either GenDrive or GenSure fuel cell power with GenFuel fuel and GenCare aftermarket service, offering complete simplicity to customers transitioning to fuel cell power.

​

Electrolyzers: The design and implementation of 5MW and 10MW electrolyzer systems that are modular, scalable hydrogen generators optimized for clean hydrogen production. Electrolyzers generate hydrogen from water using electricity and a special membrane and “green” hydrogen is generated by using renewable energy inputs, such as solar or wind power.

​

Liquefaction Systems: Plug’s 15 ton-per-day and 30 ton-per-day liquefiers are engineered for high efficiency, reliability, and operational flexibility — providing consistent liquid hydrogen to customers. This design increases plant reliability and availability while minimizing parasitic losses like heat leak and seal gas losses. 

​

Cryogenic Equipment: Engineered equipment including trailers and mobile storage equipment for the distribution of liquified hydrogen, oxygen, argon, nitrogen and other cryogenic gases.

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Liquid Hydrogen: Liquid hydrogen provides an efficient fuel alternative to fossil-based energy. We produce liquid hydrogen through our electrolyzer systems and liquefaction systems. Liquid hydrogen supply will be used by customers in material handling operations, fuel cell electric vehicle fleets, and stationary power applications.

​

We provide our products and solutions worldwide through our direct sales force, and by leveraging relationships with original equipment manufacturers (“OEMs”) and their dealer networks. Plug is currently targeting Asia, Australia, Europe, Middle East and North America for expansion in adoption. The European Union (the “EU”) has rolled out ambitious targets for the hydrogen economy, with the United Kingdom also taking steps in this direction, and Plug is seeking to execute on our strategy to become one of the European leaders in the hydrogen economy. This includes a targeted account strategy for material handling, securing strategic partnerships with European OEMs, energy companies, utility leaders and accelerating our electrolyzer business.

In addition, our wholly-owned subsidiary, Plug Power LA JV, LLC, created a joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin, named “Hidrogenii” in the third quarter of 2022. We believe Hidrogenii will support reliability of supply and speed to market for hydrogen throughout North America, and set the foundation for broader collaboration between Plug and Olin. Hidrogenii began the construction of a 15-ton-per-day hydrogen plant in St. Gabriel, Louisiana. Hidrogenii is owned 50% by Plug Power LA JV, LLC and 50% by Niloco Hydrogen Holdings LLC.

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Our wholly-owned subsidiary, Plug Power France, entered into a joint venture with Renault named HyVia, a French société par actions simplifiée (“HyVia”) in the second quarter of 2021. HyVia plans to manufacture and sell fuel cell powered electric light commercial vehicles (“FCE-LCVs”) and to supply hydrogen fuel and fueling stations to support the FCE-LCV market, in each case primarily in Europe. HyVia has received funding and is owned 50% by Plug Power France and 50% by Renault.

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Our wholly-owned subsidiary, Plug Power España S.L. (“Plug Power Spain”), entered into a joint venture with Acciona, named AccionaPlug S.L., in the fourth quarter of 2021. The joint venture intends to develop clean hydrogen projects in Spain and Portugal. AccionaPlug S.L. has received funding and is owned 50% by Plug Power Spain and 50% by Acciona.

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Plug Power Inc. entered into a joint venture with SK E&S named SK Plug Hyverse, which was initially funded in the first quarter of 2022. SK Plug Hyverse seeks to accelerate the use of hydrogen as an alternative energy source in selected Asian markets. This collaboration aims to provide hydrogen fuel cell systems, hydrogen fueling stations, electrolyzers and clean hydrogen to the Korean and other selected Asian markets. The partnership will leverage SK E&S’s leadership in chemicals, petroleum and energy as well as Plug’s leading hydrogen platform. This joint venture is owned 49% by Plug Power Inc. and 51% by SK E&S.

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Plug Power Inc. has also invested in a hydrogen infrastructure and growth equity fund, Clean H2 Infra Fund, a special limited partnership registered in France, since the fourth quarter of 2021. The Clean H2 Infra Fund is focused on clean hydrogen infrastructure through financing projects in the production, storage and distribution of clean hydrogen. As of December 31, 2023 the Company’s ownership percentage in the Clean H2 Infra Fund was approximately 5%.

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Liquidity and Capital Resources

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The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses of approximately $1.4 billion, $724.0 million and $460.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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The Company’s working capital was $822.2 million at December 31, 2023, which included unrestricted cash and cash equivalents of $135.0 million and restricted cash of $1.0 billion. The Company plans to invest a portion of its available cash to expand its current production and manufacturing capacity, construct hydrogen plants, and invest in capital projects. At the time of the issuance of the Company’s 2023 third quarter Form 10-Q, conditions existed that raised substantial doubt about the Company’s ability to continue as a going concern. As disclosed in Note 24, “Subsequent Events”, on January 17, 2024, the Company entered into the At Market Issuance Sales Agreement (the “Original ATM Agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company’s common stock, having an aggregate offering price of

up to $1.0 billion. As of February 23, 2024, the Company had offered and sold 77,417,069 shares of common stock having an aggregate offering price of approximately $302.1 million under the Original ATM Agreement. On February 23, 2024, the Company and B. Riley entered into Amendment No. 1 to the Original ATM Agreement (the “Amendment” and, together with the Original ATM Agreement, the “ATM Agreement”) to increase the aggregate offering price of shares of the Company’s common stock available for future issuance under the Original ATM Agreement to $1.0 billion. Under the ATM Agreement, for a period of 18 months, the Company has the right at its sole discretion to direct B. Riley to act on a principal basis and purchase directly from the Company up to $11.0 million of shares of its common stock on any trading day (the “Maximum Commitment Advance Purchase Amount”) and up to $55.0 million of shares in any calendar week (the “Maximum Commitment Advance Purchase Amount Cap”). On and after June 1, 2024, so long as the Company’s market capitalization is no less than $1.0 billion, the Maximum Commitment Advance Purchase Amount will remain $11.0 million and the Maximum Commitment Advance Purchase Amount Cap will remain $55.0 million. If the Company’s market capitalization is less than $1.0 billion on and after June 1, 2024, the Maximum Commitment Advance Purchase Amount will be decreased to $10.0 million and the Maximum Commitment Advance Purchase Amount Cap will be decreased to $30.0 million. The Company believes that its working capital and cash position, together with its right to direct B. Riley to purchase shares directly from the Company under the ATM Agreement, will be sufficient to fund its on-going operations for a period of at least 12 months subsequent to the issuance of the accompanying consolidated financial statements and, as a result, substantial doubt about the Company’s ability to continue as a going concern no longer exists.
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Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

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Principles of Consolidation

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The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint ventures HyVia, AccionaPlug S.L. and SK Plug Hyverse, and our investment in Clean H2 Infra Fund, using the equity method based on our economic ownership interest and our ability to exercise significant influence over the operating and financial decisions of HyVia, AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund.

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Use of Estimates

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The consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including but not limited to those related to revenue recognition, valuation of inventories, goodwill and intangible assets, valuation of long-lived assets, accrual for service loss contracts, operating and finance leases, allowance for doubtful accounts receivable, unbilled revenue, common stock warrants, stock-based compensation, income taxes, and contingencies. We base our estimates and judgments on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about (1) the carrying values of assets and liabilities and (2) the amount of revenue and expenses realized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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Leases

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The Company is a lessee in noncancelable (1) operating leases, primarily related to sale/leaseback transactions with financial institutions for deployment of the Company’s products at certain customer sites, and (2) finance leases. The Company accounts for leases in accordance with Accounting Standards Codification (ASC) Topic 842, Leases (ASC Topic 842), as amended.

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The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease

liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective interest method.

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Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term, and (3) the lease payments.

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●ASC Topic 842 requires a lessee to discount its future lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in its lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate to estimate the discount rate for each lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality, were applied in the determination of the incremental borrowing rate.

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●The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

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●Lease payments included in the measurement of the lease liability comprise fixed payments, and for certain finance leases, the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain at lease commencement to exercise the option.

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The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the right of use asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

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For finance leases, the right of use asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the right of use asset is amortized over the useful life of the underlying asset. Amortization of the right of use asset is recognized and presented separately from interest expense on the lease liability. The Company’s leases do not contain variable lease payments.

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Right of use assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant and Equipment — Overall, to determine whether a right of use asset is impaired, and if so, the amount of the impairment loss to recognize.

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The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right of use asset.

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Operating and finance lease right of use assets are presented separately on the Company’s consolidated balance sheets. The current portions of operating and finance lease liabilities are also presented separately within current liabilities and the long-term portions are presented separately within noncurrent liabilities on the consolidated balance sheets.

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The Company has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term.

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Revenue Recognition

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The Company enters into contracts that may contain one or a combination of fuel cell systems and infrastructure, installation, maintenance, spare parts, fuel delivery and other support services. Contracts containing fuel cell systems and related infrastructure may be sold directly to customers or provided to customers under a PPA. The Company also enters into contracts that contain electrolyzer stacks, systems, maintenance, and other support services. Furthermore, the Company enters into contracts related to the sales of cryogenic equipment, liquefaction systems and engineered equipment.

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The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company accrues for anticipated standard warranty costs at the same time that revenue is recognized for the related product, or when circumstances indicate that warranty costs will be incurred, as applicable. Any prepaid amounts would only be refunded to the extent services have not been provided or the fuel cell systems or infrastructure have not been delivered.

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Revenue is measured based on the transaction price specified in a contract with a customer, subject to the allocation of the transaction price to distinct performance obligations as discussed below. The Company recognizes revenue when it satisfies a performance obligation by transferring a product or service to a customer.

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Promises to the customer are separated into performance obligations and are accounted for separately if they are (1) capable of being distinct and (2) distinct in the context of the contract. The Company considers a performance obligation to be distinct if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer and the Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. The Company allocates revenue to each distinct performance obligation based on relative standalone selling prices.

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Payment terms for sales of fuel cells, infrastructure, and service to customers are typically 30 to 90 days from shipment of the goods. Payment terms on electrolyzer systems are typically based on achievement of milestones over the term of the contract with the customer. Sale/leaseback transactions with financial institutions are invoiced and collected upon transaction closing. Service is prepaid upfront in a majority of the arrangements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year.

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The Company has issued to each of Amazon.com NV Investment Holdings LLC and Walmart warrants to purchase shares of the Company’s common stock. The Company presents the provision for common stock warrants within each revenue-related line item on the consolidated statements of operations. This presentation reflects the discount that those common stock warrants represent, and therefore revenue is net of these non-cash charges. The provision of common stock warrants is allocated to the relevant revenue-related line items based upon the expected mix of the revenue for each respective contract. See Note 17, “Warrant Transaction Agreements”, for more details.

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Nature of goods and services

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The following is a description of principal activities from which the Company generates its revenue.

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(b)Sales of equipment, related infrastructure and other

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(j)Sales of fuel cell systems, related infrastructure and equipment

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Revenue from sales of fuel cell systems, related infrastructure, and equipment represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure.

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The Company uses a variety of information sources in determining standalone selling prices for fuel cells systems and the related infrastructure. For GenDrive fuel cells, given the nascent nature of the Company’s market, the Company considers several inputs, including prices from a limited number of standalone sales as well as the Company’s negotiations with customers. The Company also considers its costs to produce fuel cells as well as comparable list prices in estimating standalone selling prices. The Company uses applicable observable evidence from similar products in the market to

determine standalone selling prices for GenSure stationary backup power units and hydrogen fueling infrastructure. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. The allocated transaction price related to fuel cell systems and spare parts is recognized as revenue at a point in time which usually occurs upon delivery (and occasionally at time of shipment). Revenue on hydrogen infrastructure installations is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon customer acceptance of the hydrogen infrastructure. The Company uses an input method to determine the amount of revenue to recognize during each reporting period when such revenue is recognized over time, based on the costs incurred to satisfy the performance obligation.

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(ii) Sales of electrolyzer systems and solutions

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Revenue from sales of electrolyzer systems and solutions represents sales of electrolyzer stacks and systems used to generate hydrogen for various applications including mobility, ammonia production, methanol production, power to gas, and other uses.

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The Company uses a variety of information sources in determining standalone selling prices for electrolyzer systems solutions. Electrolyzer stacks are typically sold on a standalone basis and the standalone selling price is the contractual price with the customer. The Company uses an adjusted market assessment approach to determine the standalone selling price of electrolyzer systems when sold with extended service or other equipment. This includes considering both standalone selling prices of the systems by the Company and available information on competitor pricing on similar products. The determination of standalone selling prices of the Company’s performance obligations requires judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. Revenue on electrolyzer systems and stacks is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon title transfer at shipment or delivery to the customer location. In certain instances, control of electrolyzer systems transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. We recognize revenue over time when contract performance results in the creation of a product for which we do not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. In these instances, we use an input measure (cost-to-total cost or percentage-of-completion method) of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.

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Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred.

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(iii) Sales of cryogenic equipment and other

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Revenue from sales of cryogenic equipment represents sales of liquefaction system and other cryogenic equipment such as trailers and mobile storage equipment for the distribution of liquefied hydrogen, oxygen, argon, nitrogen and other cryogenic gases.

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The Company uses a variety of information sources in determining standalone selling prices for liquefaction systems and cryogenic equipment. Liquefaction systems are typically sold on a standalone basis and the standalone selling price is the contractual price with the customer. The Company uses an adjusted market assessment approach to determine the standalone selling price of liquefaction systems when sold with other equipment. This includes considering both standalone selling prices of the systems by the Company and available information on competitor pricing on similar products. The determination of standalone selling prices of the Company’s performance obligation requires judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Revenue on liquefaction systems is generally recognized over time. Control transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. We recognize revenue over time when contract performance results in the creation of a product for which we don’t not have an alternative use and the contract includes

an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. In these instances, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.

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Revenue on cryogenic equipment is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon title transfer at shipment or delivery to the customer location.

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Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related costs of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred.

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(b) Services performed on fuel cell systems and related infrastructure

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Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. The Company uses an adjusted market assessment approach to determine standalone selling prices for services. This approach considers market conditions and constraints while maximizing the use of available observable inputs obtained from a limited number of historical standalone service renewal prices and negotiations with customers. The transaction price allocated to services as discussed above is generally recognized as revenue over time on a straight-line basis over the expected service period, as customers simultaneously receive and consume the benefits of routine, recurring maintenance performed throughout the contract period.

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In substantially all of its transactions, the Company sells extended maintenance contracts that generally provide for a five-to-ten-year service period from the date of product installation in exchange for an up-front payment. Services include monitoring, technical support, maintenance and related services. These services are accounted for as a separate performance obligation, and accordingly, revenue generated from these transactions, subject to the proportional allocation of transaction price, is deferred and recognized as revenue over the term of the contract, generally on a straight-line basis. Additionally, the Company may enter into annual service and extended maintenance contracts that are billed monthly. Revenue generated from these transactions is recognized as revenue on a straight-line basis over the term of the contract. Costs are recognized as incurred over the term of the contract. When costs are projected to exceed revenues over the life of the extended maintenance contract, an accrual for loss contracts is recorded. Costs are estimated based upon historical experience and consider the estimated impact of the Company’s cost reduction initiatives, if any. The actual results may differ from these estimates. See “Extended Maintenance Contracts” below.

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Extended maintenance contracts generally do not contain customer renewal options. Upon expiration, customers may either negotiate a contract extension or switch to purchasing spare parts and maintaining the fuel cell systems on their own.

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(c)

Power purchase agreements

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Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution.

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Revenue associated with these agreements is recognized on a straight-line basis over the life of the agreements as the customers simultaneously receive and consume the benefits from the Company’s performance of the services. The customers receive services ratably over the contract term.

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In conjunction with entering into a PPA with a customer, the Company may enter into a separate transaction with third-party financial institutions in which the Company receives proceeds from the sale/leaseback transactions of the equipment and the sale of future service revenue. The proceeds from the financial institution are allocated between the sale of equipment and the sale of future service revenue based on the relative standalone selling prices of equipment and service. The proceeds allocated to the sale of future services are recognized as finance obligations. The proceeds allocated to the sale of the equipment are evaluated to determine if the transaction meets the criteria for sale/leaseback accounting. To meet the sale/leaseback criteria, control of the equipment must transfer to the financial institution, which requires among other criteria the leaseback to meet the criteria for an operating lease and the Company must not have a right to repurchase the equipment (unless specific criteria are met). These transactions typically meet the criteria for sale/leaseback

accounting and accordingly, the Company recognizes revenue on the sale of the equipment, and separately recognizes the leaseback obligations.

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The Company recognizes an operating lease liability for the equipment leaseback obligation based on the present value of the future payments to the financial institutions that are attributed to the equipment leaseback. The discount rate used to determine the lease liability is the Company’s incremental borrowing rate. The Company also records a right of use asset which is amortized over the term of the leaseback. Rental expense is recognized on a straight-line basis over the life of the leaseback and is included as a cost of power purchase agreements revenue on the consolidated statements of operations.

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Certain of the Company’s transactions with financial institutions do not meet the criteria for sale/leaseback accounting and accordingly, no equipment sale is recognized. All proceeds from these transactions are accounted for as finance obligations. The right of use assets related to these transactions are classified as equipment related to the PPAs and fuel delivered to the customers, net in the consolidated balance sheets. The Company uses its transaction-date incremental borrowing rate as the interest rate for its finance obligations that arise from these transactions. No additional adjustments to the incremental borrowing rate have been deemed necessary for the finance obligations that have resulted from the failed sale/leaseback transactions.

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In determining whether the sales of fuel cells and other equipment to financial institutions meet the requirements for revenue recognition under sale/leaseback accounting, the Company, as lessee, determines the classification of the lease. The Company estimates certain key inputs to the associated calculations such as: 1) discount rate used to determine the present value of future lease payments, 2) fair value of the fuel cells and equipment, and 3) useful life of the underlying asset(s):

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●ASC Topic 842 requires a lessee to discount its future lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in its leases because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate to estimate the discount rate for each lease. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality were applied in the determination of the incremental borrowing rate.

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●In order for the lease to be classified as an operating lease, the present value of the future lease payments cannot exceed 90% of the fair value of the leased assets. The Company estimates the fair value of the lease assets using the sales prices.

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●In order for a lease to be classified as an operating lease, the lease term cannot exceed 75% (major part) of the estimated useful life of the leased asset. The average estimated useful life of the fuel cells is 10 years, and the average estimated useful life of the hydrogen infrastructure is 20 years. These estimated useful lives are compared to the term of each lease to determine the appropriate lease classification.

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(d)

Fuel delivered to customers and related equipment

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Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated at our hydrogen production plant. The stand-alone selling price is not estimated because it is sold separately and therefore directly observable.

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The Company purchases hydrogen fuel from suppliers in most cases (and sometimes produces hydrogen onsite) and sells to its customers. Revenue and cost of revenue related to this fuel is recorded as dispensed and is included in the respective fuel delivered to customers and related equipment lines on the consolidated statements of operations.

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(e)

Other revenue

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Other revenue includes payments received for technical services that include engineering services, program management services, procurement services and operations, testing and validation services with HyVia. The scope of these

services includes mutually agreed upon services as may be requested from time to time by HyVia. Other revenue also includes sales of electrolyzer engineering and design services. The scope of these services includes establishing and defining project technical requirements, standards and guidelines as well as assistance in scoping and scheduling of large-scale electrolyzer solutions.

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Contract costs

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The Company expects that incremental commission fees paid to employees as a result of obtaining sales contracts are recoverable and therefore the Company capitalizes them as contract costs.

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Capitalized commission fees are amortized on a straight-line basis over the period of time which the transfer of goods or services to which the assets relate occur, typically ranging from five to ten years. Amortization of the capitalized commission fees is included in selling, general and administrative expenses.

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The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general and administrative expenses. Capitalized contract costs at December 31, 2023 and 2022 were $0.8 million and $0.6 million, respectively.

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Cash and cash equivalents

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For purposes of the consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate the fair value of cash and cash equivalents. The Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits.

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Restricted cash

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Restricted cash consists primarily of cash that serves as support for leasing arrangements. Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included in other long-term assets. Otherwise, restricted cash is included in other current assets in the consolidated balance sheets.

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Available-for-sale securities

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Available-for-sale securities is comprised of U.S. Treasury securities, certificates of deposit and corporate bonds, with original maturities greater than three months. We consider these securities to be available for use in our current operations, and therefore classify them as current even if we do not dispose of the securities in the following year.

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Available-for-sale securities are recorded at fair value as of each balance sheet date. As of each balance sheet date, unrealized gains and losses, with the exception of credit related losses, are recorded to accumulated other comprehensive income/(loss). Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to the statement of operations. Realized gains and losses are due to the sale and maturity of securities classified as available-for-sale and includes the loss from accumulated other comprehensive loss reclassifications for previously unrealized losses on available-for-sale debt securities.

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As of December 31, 2023, the Company has no investments classified as available-for-sale.

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Equity securities

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Equity securities are comprised of fixed income and equity market index mutual funds. Equity securities are valued at fair value with changes in the fair value recognized in our consolidated statements of operations. We consider

these securities to be available for use in our current year operations, and therefore classify them as current even if we do not dispose of the securities in the following year.

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As of December 31, 2023, the Company has no investments classified as equity securities.

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Investments in non-consolidated entities and non-marketable equity securities

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The Company accounts for its investments in non-consolidated entities, such as HyVia, AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund, as equity method investments.

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Included in “Investments in non-consolidated entities and non-marketable equity securities” on the consolidated balance sheet are equity investments without readily determinable fair values (“non-marketable equity securities”). Non-marketable equity securities that do not qualify for equity method accounting are measured at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for the identical or similar investments of the same issuer. Our investment in non-marketable equity securities was $5.6 million and $8.8 million as of December 31, 2023 and 2022, respectively.

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The Company sells goods and services to related parties, including its equity method investees, which are conducted at arm’s length in the normal course of business. Transactions involving services do not result in assets remaining on the books of the investee, and therefore no profit elimination is recorded in accordance with ASC Subtopic 323-10-35, Equity Method and Joint Ventures. Transactions involving inventory are evaluated if the assets remain on the books of the investee or if they have been sold to a third party – intra-entity profits are eliminated for transactions in which assets remain on the books of the investee.

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Common stock warrant accounting

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The Company accounts for common stock warrants as either derivative liabilities or as equity instruments depending on the specific terms of the respective warrant agreements. Common stock warrants that meet certain applicable requirements of ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and other related guidance, including the ability of the Company to settle the warrants without the issuance of registered shares or the absence of rights of the grantee to require cash settlement, are accounted for as equity instruments. The Company classifies these equity instruments within additional paid-in capital on the consolidated balance sheets.

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Common stock warrants accounted for as equity instruments represent the warrants issued to Amazon and Walmart as discussed in Note 17, “Warrant Transaction Agreements”. The Company adopted FASB ASU 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which requires entities to measure and classify share-based payment awards granted to a customer.

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In order to calculate warrant charges, the Company used the Black-Scholes pricing model, which required key inputs including volatility and risk-free interest rate and certain unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company estimated the fair value of unvested warrants, considered to be probable of vesting, at the time. Based on that estimated fair value, the Company determined warrant charges, which are recorded as a reduction of revenue in the consolidated statement of operations.

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Accounts receivable

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Accounts receivable are stated at the amount billed or billable to customers and are ordinarily due between 30 and 90 days after the issuance of the invoice. Receivables are reserved or written off based on individual credit evaluation and specific circumstances of the customer. The allowance for expected credit losses for current accounts receivable is based primarily on past collections experience relative to the length of time receivables are past due; however, when available evidence reasonably supports an assumption that counterparty credit risk over the expected payment period will differ from current and historical payment collections, a forecasting adjustment will be reflected in the allowance for expected credit losses. The allowance for doubtful accounts and related receivable are reduced when the amount is deemed uncollectible. As of December 31, 2023, and 2022, the allowance for doubtful accounts was $8.8 million and $43 thousand, respectively.

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Inventory

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Inventories are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. All inventory, including spare parts inventory held at service locations, is not relieved until the customer has received the product, at which time the customer obtains control of the goods. We maintain inventory levels adequate for our short-term needs within the next twelve months based upon present levels of production. An allowance for potential non-saleable inventory due to damaged, excess stock or obsolescence is based upon a detailed review of inventory, past history, and expected usage. The Company's estimate of the reserves utilizes certain inputs and involves judgment. The Company evaluates excess and obsolescence and lower of cost or net realizable value inventory reserves on a quarterly basis and, as necessary, reserves inventory based upon a variety of factors, including historical usage, forecasted usage and sales, product obsolescence, anticipated selling price, and anticipated cost to complete to determine product margin and other factors. We review all contracts related to product lines with projected negative margins that are arranged to be sold at a loss in the future as the basis for a lower of cost or net realizable value adjustment.

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Property, plant and equipment

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Property, plant and equipment are originally recorded at cost or, if acquired as part of a business combination, at fair value. Maintenance and repairs are expensed as costs are incurred. Depreciation on plant and equipment is calculated on the straight-line method over the estimated useful lives of the assets. Gains and losses resulting from the sale of property and equipment are recorded in current operations. Included within machinery and equipment is certain equipment related to our hydrogen plants. The Company records depreciation and amortization over the following estimated useful lives:

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Building and leasehold improvements

    

10 – 30 years

Machinery and equipment

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2 – 30 years

Software

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1 – 5 years

Hydrogen production plants

​

30 years

​

Equipment related to PPAs and fuel delivered to customers

​

Equipment related to PPAs and fuel delivered to customers primarily consists of the assets deployed related to PPAs and sites where we deliver fuel to customers as well as equipment related to failed sale/leaseback transactions. Equipment is depreciated over its useful life. Depreciation expense is recorded on a straight-line basis and is included in cost of revenue for PPAs or cost of fuel delivered to customers, respectively, in the consolidated statements of operations.

​

Impairment

​

Contract assets

​

During the fourth quarter of 2023, there was a contract asset impairment charge of $2.4 million related to our assessment of recoverability of a customer contract. There was no such impairment charge for the year ended December 31, 2022.

​

Other current assets

​

During the second quarter of 2023, there was an other current asset impairment charge of $9.7 million related to the termination of a commercial agreement. There was no such impairment charge for the year ended December 31, 2022.

​

Property, equipment, leasehold improvements, and finite-lived intangible assets

​

Long-lived assets, such as property, equipment, leasehold improvements, and finite-lived intangible assets, are reviewed for impairment whenever events and circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment

is recognized to the extent that the carrying amount exceeds its fair value. In making these determinations, the Company uses certain assumptions, including, but not limited to: (i) estimated fair value of the assets; and (ii) estimated, undiscounted future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service, the asset will be used in the Company’s operations, and (iii) estimated residual values. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

​

There was impairment of $3.1 million and $0.8 million of property, equipment, leasehold improvements, or finite-lived intangible assets during the years ended December 31, 2023 and 2022, respectively.

​

PPA Executory Contract Considerations

​

We evaluate PPA assets on a quarterly basis to identify events or changes in circumstances (“triggering events”) that indicate the carrying value of certain assets may not be recoverable. PPA assets that we evaluate include right of use lease assets, equipment deployed to our PPAs, and assets related primarily to our fuel delivery business.

​

Upon the occurrence of a triggering event, PPA assets are evaluated on a per-site basis to determine if the carrying amounts are recoverable. The determination of recoverability is made based upon the estimated undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups. For operating assets, the Company has generally determined that the lowest level of identifiable cash flows is based on the customer sites. The assets related primarily to our fuel delivery business are considered to be their own asset group. The cash flows are estimated based on the remaining useful life of the primary asset within the asset group.

​

For assets related to our PPA agreements, we consider all underlying cash inflows related to our contract revenues and cash outflows relating to the costs incurred to service the PPAs. Our cash flow estimates used in the recoverability test, are based upon, among other things, historical results adjusted to reflect our best estimate of future cash flows and operating performance. Development of future cash flows also requires us to make assumptions and to apply judgment, including timing of future expected cash flows, future cost savings initiatives, and determining recovery values. Changes to our key assumptions related to future performance and other economic and market factors could adversely affect the outcome of our recoverability tests and cause more asset groups to be tested for impairment.

​

If the estimated undiscounted future net cash flows for a given asset group are less than the carrying amount of the related asset group, an impairment loss is determined by comparing the estimated fair value with the carrying amount of the asset group. The impairment loss is then allocated to the assets in the asset group based on the asset’s relative carrying amounts. However, assets are not impaired below their then estimated fair values. Fair value is generally determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as well as year-over-year trends in pricing of our new equipment and overall evaluation of our industry and market, as considered necessary. The Company considers these indicators with certain of its own internal indices and metrics in determining fair value in light of the nascent state of the Company’s market and industry. The estimate of fair value represents our best estimates of these factors and is subject to variability. Changes to our key assumptions related to future performance and other economic and market factors could adversely affect our impairment evaluation.

​

In 2023, the Company has determined that the assets deployed for certain PPA arrangements, as well as certain assets related to the delivery of fuel to customers, are not recoverable based on the undiscounted estimated future cash flows of the asset group, and an expense of $4.8 million was recorded to impairment on the income statement. As the PPA arrangements are considered to be executory contracts and there is no specific accounting guidance that permits loss recognition for these revenue contracts, the Company has not recognized a provision for the expected future losses under these revenue arrangements. The Company expects that it will recognize future service losses for these arrangements as it continues its efforts to reduce costs of delivering the maintenance component of these arrangements. The Company has estimated total future revenues and costs for these types of arrangements based on existing contracts and leverage of the related assets. For the future estimates, the Company used service cost estimates for extended maintenance contracts and customer warrant provisions at rates consistent with experience to date. The terms for the underlying estimates vary but the average residual term on the existing contracts is four years.

​

Intangible assets

​

Intangible assets consist of acquired technology, customer relationships, trade name and other finite intangibles and are amortized using a straight-line method over their useful lives. Additionally, the intangible assets are reviewed for impairment when certain triggering events occur.

​

Extended maintenance contracts

​

On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems and related infrastructure that has been sold. We measure loss accruals at the customer contract level. The expected revenues and expenses for these contracts include all applicable expected costs of providing services over the remaining term of the contracts and the related unearned net revenue. A loss is recognized if the sum of expected costs of providing services under the contract exceeds related unearned net revenue and is recorded as a provision for loss contracts related to service in the consolidated statements of operations. A key component of these estimates is the expected future service costs. In estimating the expected future service costs, the Company considers its current service cost level and applies judgement related to certain cost saving estimates that have been implemented in the field. The expected future cost savings will be primarily dependent upon the success of the Company’s initiatives related to increasing stack life and achieving better economies of scale on service labor. If the expected cost saving initiatives are not realized, this will increase the costs of providing services and could adversely affect our estimated contract loss accrual. Further, as we continue to work to improve quality and reliability; however, unanticipated additional quality issues or warranty claims may arise and additional material charges may be incurred in the future. These quality issues could also adversely affect our contract loss accrual. The Company has undertaken and will soon undertake several other initiatives to extend the life and improve the reliability of its equipment. As a result of these initiatives and our additional expectation that the increase in certain costs will abate, the Company believes that its contract loss accrual is sufficient. However, if elevated service costs persist, the Company will adjust its estimated future service costs and increase its contract loss accrual estimate.

​

The following table shows the roll forward of balances in the accrual for loss contracts, including changes due to the provision for loss accrual, releases to service cost of sales, provision for warrants and foreign currency translation adjustment (in thousands):

​

​

​

​

​

​

​

​

Year ended

​

Year ended

​

December 31, 2023

  

December 31, 2022

Beginning balance

$

81,066

​

$

89,773

Provision for loss accrual

​

85,375

​

​

23,295

Releases to service cost of sales

​

(29,713)

​

​

(35,446)

Increase to loss accrual related to customer warrants

​

971

​

​

3,506

Foreign currency translation adjustment

​

154

​

​

(62)

Ending balance

$

137,853

​

$

81,066

​

The Company increased its provision for loss accrual to $137.9 million for the year ended December 31, 2023 due to continued cost and inflationary increases of labor, parts and related overhead coupled with the timing of the remaining period of service required. As a result, the Company increased its estimated projected costs to service existing fuel cell systems and the related infrastructure.

​

Goodwill

​

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company reviews goodwill for impairment at least annually.

​

In accordance with ASC 350, Intangibles — Goodwill and Other, we test goodwill for impairment on an annual basis on October 31 and between annual tests if indicators of potential impairment exist. The impairment test compares the fair value of the reporting units to their carrying amounts to assess whether impairment exists. We have reviewed the provisions of ASC 350-20 with respect to the criteria necessary to evaluate the number of reporting units that exist. Based

on this review, we have concluded that we have one operating segment and one reporting unit. During the annual impairment review process, the Company has the option to perform a qualitative assessment over relevant events and circumstances to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount or to perform a quantitative assessment. We derive the fair value of our reporting unit using the market approach, which estimates fair value based on the determination of comparable publicly-traded companies and market multiples of revenue and earnings derived from those companies with similar operating and investment characteristics as the reporting unit being valued. The Company compares and reconciles the fair value of the reporting unit to our market capitalization in order to assess the reasonableness of the calculated fair value by reporting unit. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded.

​

The Company performs an impairment review of goodwill on an annual basis at October 31, and when a triggering event is determined to have occurred between annual impairment tests. The Company’s stock price declined below book value during the fourth quarter of 2023. Management believes the decline of the stock price was due primarily to missed projections and reduced liquidity. Based on the results of our annual review, the Company recognized an impairment charge of $249.5 million for the year ended December 31, 2023. The Company’s analyses did not indicate impairment of goodwill for the years ended December 31, 2022 and 2021. See Note 10, “Intangible Assets and Goodwill”, for further information.

​

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.

​

Income taxes

​

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized.

​

The Company accounts for uncertain tax positions in accordance with FASB ASC No. 740-10-25, Income Taxes-Overall-Recognition. The Company recognizes in its consolidated financial statements the impact of a tax position only if that position is more likely than not to be sustained on audit, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits on the interest expense line and other expense, net line, respectively, in the accompanying consolidated statements of operations.

​

Foreign currency translation

​

Foreign currency translation adjustments arising from conversion of the Company’s foreign subsidiary’s financial statements to U.S. dollars for reporting purposes are included in accumulated other comprehensive income/(loss) in stockholders’ equity on the consolidated balance sheet. Transaction gains and losses resulting from the effect of exchange rate changes on transactions denominated in currencies other than the functional currency of the Company’s operations give rise to realized foreign currency transaction gains and losses and are included in other expense, net in the consolidated statements of operations.

​

Research and development

​

Activities that qualify as research and development under ASC 730 include: (i) laboratory research aimed at discovery of new knowledge; (ii) searching for applications of new research findings or other knowledge; (iii) conceptual formulation and design of possible product or process alternatives; (iv) testing in search for or evaluation of product or process alternatives; (v) modification of the formulation or design of a product or process: (vi) design, construction, and testing of preproduction prototypes and models; (vii) design of tools, jigs, molds, and dies involving new technology; (viii) design, construction, and operation of a pilot plant that is not of a scale economically feasible to the entity for commercial production; (ix) engineering activity required to advance the design of a product to the point that it meets specific functional and economic requirements and is ready for manufacture; and (x) design and development of tools used to facilitate research and development or components of a product or process that are undergoing research and development activities. Costs related to research and development activities by the Company are expensed as incurred.

​

Stock-based compensation

​

The Company maintains employee stock-based compensation plans, which are described more fully in Note 19, “Employee Benefit Plans”. Stock-based compensation represents the cost related to stock-based awards granted to employees and directors. The Company measures stock-based compensation cost at grant-date, based on the fair value of the award, and recognizes the cost as expense on a straight-line basis over the option’s requisite service period. Forfeitures are recognized as they occur.

​

The Company estimates the fair value of stock-based awards using a Black-Scholes valuation model. Stock-based compensation expense is recorded in cost of revenue associated with sales of fuel cell systems, related infrastructure and equipment, cost of revenue for services performed on fuel cell systems and related infrastructure, research and development expense and selling, general and administrative expenses in the consolidated statements of operations based on the employees’ respective function.

​

Beginning in September 2021, the Company also issued performance stock option awards that include a market condition. The grant date fair value of performance stock options is estimated using a Monte Carlo simulation model and the cost is recognized using the accelerated attribution method.

​

The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based upon the amount of compensation cost recognized and the Company’s statutory tax rate. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company’s income tax return are recorded in the income statement.

​

Convertible senior notes

​

The Company accounts for its convertible senior notes as a single liability measured at amortized cost. The Company uses the effective interest rate method to amortize the debt issuance costs to interest expense over the respective term of the convertible senior notes.

​

Subsequent Events

​

The Company evaluates subsequent events at the date of the balance sheet as well as conditions that arise after the balance sheet date but before the consolidated financial statements are issued. The effects of conditions that existed at

the balance sheet date are recognized in the consolidated financial statements. Events and conditions arising after the balance sheet date but before the consolidated financial statements are issued are evaluated to determine if disclosure is required to keep the consolidated financial statements from being misleading. To the extent such events and conditions exist, if any, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions. See Note 24, “Subsequent Events”.

​

Recent Accounting Pronouncements

​

Recently Issued and Not Yet Adopted Accounting Pronouncements

​

In March 2020, ASU 2020-03, Codification Improvements to Financial Instruments, was issued to make various codification improvements to financial instruments to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. This update will be effective at various dates beginning with date of issuance of this ASU. The adoption of this standard will not have a material impact on the Company’s consolidated financial statements.

​

In November 2023, ASU 2023-07, Improvements to Reportable Segment Disclosures, was issued to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. This update will be effective for fiscal years beginning after December 15, 2023. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

​

In December 2023, ASU 2023-09, Improvements to Income Tax Disclosures, was issued to require public business entities to annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, annual disclosures on income taxes paid will be required to be further disaggregated by federal, state, and foreign taxes. This update will be effective for annual periods beginning after December 15, 2024. The adoption of this standard will not have a material impact to our consolidated financial statements. However, we are currently evaluating the impact of this ASU on our income tax disclosures.
v3.24.0.1
Acquisitions
 12 Months Ended
Dec. 31, 2023
Acquisitions  
Acquisitions

3. Acquisitions

​

Alloy Custom Products, LLC and WesMor Cryogenics, LLC

​

On December 5, 2022, the Company acquired two subsidiaries of Cryogenic Industrial Solutions, LLC, Alloy Custom Products, LLC, and WesMor Cryogenics, LLC (collectively, “CIS”). The CIS acquisition will allow the Company to increase its production capabilities for stainless steel and aluminum cryogenic transport truck-mounted cryogenic pressure vessels, cryogenic transport trailers, and other mobile storage containers.

​

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

​

​

​

​

​

Cash

    

$

30,700

Due to Cryogenic Industrial Solutions, LLC

​

​

500

Plug Power Inc. Common Stock

​

​

6,107

Total consideration

​

$

37,307

​

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

​

​

​

​

​

Cash

    

$

267

Accounts receivable

​

​

5,038

Inventory

​

 

11,120

Prepaid expenses and other assets

​

​

464

Property, plant and equipment

​

​

3,887

Right of use asset

​

​

1,538

Identifiable intangible assets

​

​

13,430

Lease liability

​

​

(1,562)

Accounts payable, accrued expenses and other liabilities

​

​

(3,826)

Deferred revenue

​

​

(6,193)

Total net assets acquired, excluding goodwill

​

$

24,163

​

For the year ended December 31, 2023, the Company did not record any measurement period adjustments.

​

The fair value of the tradename totaling $6.2 million was calculated using the relief from royalty approach which is a variant of the income approach, and was assigned a useful life of 15 years. The fair value of the customer relationships totaling $7.1 million was calculated using the multi-period excess earnings method (“MPEEM”) approach which is a variant of the income approach, and was assigned a useful life of 15 years. The basic principle of the MPEEM approach is that a single asset, in isolation, is not capable of generating cash flow for an enterprise. Several assets are brought together and exploited to generate cash flow. The fair value of the non-compete agreements was $0.2 million with a useful life of five years.

​

The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and the value of the assembled workforce. Goodwill and intangible assets are deductible for income tax purposes. Goodwill associated with the CIS acquisition was calculated as follows (in thousands):

​

​

​

​

​

Consideration paid

    

$

37,307

Less: net assets acquired

​

​

(24,163)

Total goodwill recognized

​

$

13,144

​

The acquisition of CIS contributed $47.7 million and $3.7 million to total consolidated revenue for the years ended December 31, 2023 and 2022, respectively. The Company determined that the net income from the CIS acquisition for the years ended December 31, 2023 and 2022 was immaterial.

​

The CIS acquisition was not considered material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented.

​

Joule Processing LLC

​

On January 14, 2022, the Company acquired Joule Processing LLC (“Joule”), an engineered modular equipment, process design and procurement company founded in 2009.

​

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

​

​

​

​

​

Cash

    

$

28,140

Contingent consideration

​

​

41,732

Total consideration

​

$

69,872

​

The contingent consideration represents the estimated fair value associated with earn-out payments of up to $130.0 million that the sellers are eligible to receive in cash or shares of the Company’s common stock (at the Company’s

election). Of the total earnout consideration, $90.0 million is related to the achievement of certain financial performance and $40.0 million is related to the achievement of certain operational milestones.

​

The following table summarizes the final allocation of the purchase price to the 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

​

For the year ended December 31, 2023, the Company did not record any measurement period adjustments.

​

The fair value of the developed technology totaling $59.2 million included in the identifiable intangible assets was calculated using the MPEEM approach. Therefore, to determine cash flow from the developed technology over its useful life of 15 years, one must deduct the related expenses incurred for the exploitation of other assets used for the generation of overall cash flow. The fair value of the tradename totaling $0.8 million was calculated using the relief from royalty approach, which is a variant of the income approach, and was assigned a useful life of four years. The fair value of the non-compete agreements was $0.5 million with a useful life of six years.

​

In addition to identifiable intangible assets, the fair value of acquired work in process and finished goods inventory, included in inventory, was estimated based on the estimated selling price less costs to be incurred and a market participant profit rate.

​

In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $41.7 million representing the fair value of contingent consideration payable and is recorded in the consolidated balance sheet in the loss accrual for service contracts and other liabilities. The fair value of this contingent consideration was $75.5 million and $53.2 million as of December 31, 2023 and December 31, 2022, respectively, and as a result, an increase of $22.3 million was recorded in the consolidated statement of operations for the year ended December 31, 2023.

​

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 deductible for income tax purposes. Goodwill associated with the Joule acquisition was calculated as follows (in thousands):

​

​

​

​

​

Consideration paid

    

$

28,140

Contingent consideration

​

​

41,732

Less: net assets acquired

​

​

(57,065)

Total goodwill recognized

​

$

12,807

​

The acquisition of Joule would have contributed $36.8 million and $3.6 million to total consolidated revenue and net income for the year ended December 31, 2022, respectively, had the acquisition occurred on January 1, 2021. In addition, the acquisition of Joule would have contributed $10.8 million and $43 thousand to total consolidated revenue and net loss for the year ended December 31, 2021, respectively, had the acquisition occurred on January 1, 2021. The

following table reflects the unaudited consolidated pro forma results of operations for the years ended December 31, 2022 and 2021 assuming that the Joule acquisition had occurred on January 1, 2021 (in thousands):

​

​

​

​

​

​

​

​

For the year ended

  

For the year ended

​

December 31, 2022

​

December 31, 2021

​

(unaudited)

​

(unaudited)

Revenue

$

701,742

​

$

513,174

Net loss

$

(723,934)

​

$

(460,008)

​
v3.24.0.1
Investments
 12 Months Ended
Dec. 31, 2023
Investments  
Investments

4. Investments

​

The fair values of the Company’s investments are based upon prices provided by an independent pricing service. Management has assessed and concluded that these prices are reasonable and has not adjusted any prices received from the independent provider.

​

The Company received proceeds from the sales and maturities of available-for-sale securities totaling $1.4 billion during the year ended December 31, 2023. As of December 31, 2023, the Company has no investments classified as available-for-sale.

​

The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at December 31, 2022 are summarized as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2022

​

Amortized

​

Gross

​

Gross

​

Fair

​

Allowance for

​

Cost

   

Unrealized Gains

   

Unrealized Losses

   

Value

   

Credit Losses

Corporate bonds

$

200,735

​

$

7

​

$

(7,109)

​

$

193,633

​

​

—

U.S. Treasuries

​

1,154,879

​

​

111

​

​

(15,680)

​

​

1,139,310

​

​

—

Total

$

1,355,614

​

$

118

​

$

(22,789)

​

$

1,332,943

​

$

—

​

We regularly review available-for-sale securities for declines in fair values that we determine to be credit related. In order to determine whether an allowance for credit losses was required, we considered factors such as whether amounts related to securities have become uncollectible, whether we intend to sell a security, and whether it is more likely than not that we will be required to sell a security prior to recovery. The Company also reviewed the declines in fair value related to our available-for-sale securities and determined that these declines were due to fluctuations in interest rates. As of December 31, 2023, the Company did not have an allowance for credit losses related to available-for-sale securities as the Company no longer has available-for-sale securities.

​

Additionally, we regularly review whether available-for-sale securities are other-than-temporarily impaired (“OTTI”). Available-for-sale securities with unrealized losses are considered OTTI if the Company intends to sell the security or if the Company will be required to sell the security prior to any anticipated recovery. If the Company determines that a security is OTTI under these circumstances, the impairment recognized in earnings is measured as the difference between the amortized cost and the current fair value. The Company recorded an other-than-temporary impairment of $10.8 million during the year ended December 31, 2023 for available-for-sale debt securities in an unrealized loss position due to a change in the Company’s ability and intent to retain these investments for a period of time sufficient to allow for any anticipated recovery in the fair value. The other-than-temporary impairment charge was realized when the Company sold its remaining available-for-sale securities and equity securities during the fourth quarter of 2023. No such OTTI charge was recorded for the year ended December 31, 2022.

​

The Company received proceeds from the sales of equity securities totaling $144.3 million during 2023. As of December 31, 2023, the Company has no investments classified as equity securities.

​

The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at December 31, 2022 are summarized as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2022

​

​

​

​

Gross

​

Gross

​

Fair

​

​

Cost

​

Unrealized Gains

​

Unrealized Losses

​

Value

Fixed income mutual funds

$

70,257

 

$

—

​

$

(2,620)

​

$

67,637

Exchange traded mutual funds

​

75,999

​

​

—

​

​

(8,800)

​

​

67,199

Total

$

146,256

​

$

—

​

$

(11,420)

​

$

134,836

​

A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, as of December 31, is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

December 31, 2022

​

​

Amortized

​

Fair

​

​

Amortized

​

Fair

Maturity:

​

Cost

​

Value

​

​

Cost

​

Value

Less than 12 months

$

—

 

$

—

​

$

1,045,120

 

$

1,039,333

12 months or greater

 

—

​

 

—

​

 

310,494

​

 

293,610

Total

$

—

​

$

—

​

$

1,355,614

​

$

1,332,943

​

Accrued interest income was $0 and $3.0 million at December 31, 2023 and 2022, respectively, and is included within the balance for prepaid expenses and other current assets in the consolidated balance sheets.

​

Equity Method Investments

​

As of December 31, 2023 and December 31, 2022, the Company accounted for the following investments in the investee’s common stock under the equity method, which are included in the investments in non-consolidated entities and non-marketable equity securities on the consolidated balance sheets (amounts in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2023

​

As of December 31, 2022

​

    

Formation

​

Common Stock

    

Carrying

​

Common Stock

    

Carrying

Investee

​

Date

​

Ownership %

​

Value

​

Ownership %

​

Value

HyVia

​

Q2 2021

​

50%

​

$

(2,068)

​

50%

​

$

11,281

AccionaPlug S.L.

​

Q4 2021

​

50%

​

​

3,198

​

50%

​

​

2,225

Clean H2 Infra Fund

​

Q4 2021

​

5%

​

​

13,357

​

5%

​

​

3,922

SK Plug Hyverse

​

Q1 2022

​

49%

​

​

41,609

​

49%

​

​

8,937

​

​

​

​

​

​

$

56,096

​

​

​

$

26,365

​

As of December 31, 2023, the Company’s investment in HyVia is negative due to historical losses. The Company is committed to fund its share of losses of the joint venture and, therefore, has continued to record losses as incurred. The negative equity investment is recorded on the consolidated balance sheet to the contingent consideration, loss accrual for service contracts, and other liabilities financial statement line item.

​

During the year ended December 31, 2023, the Company contributed approximately $22.3 million, $2.6 million, $33.8 million and $13.1 million, respectively, to HyVia, AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund.

​

The Company had the following capital commitments related to its equity method investments as of December 31 as follows (in thousands):

​

​

​

​

2024

$

152,672

2025

​

17,300

Total

$

169,972

​
v3.24.0.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2023
Fair Value Measurements  
Fair Value Measurements

5. 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 1 assets, such as U.S. Treasuries, and Level 2 assets, as value of the corporate bonds are determined using observable market inputs. Equity securities are characterized as Level 1 assets, as their fair values are determined using active markets for identical assets. There were no transfers between Level 1, Level 2, or Level 3 for the year ended December 31, 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 S.L., SK Plug Hyverse and Clean H2 Infra Fund.

​

The following table summarizes the carrying amount and estimated fair value of the Company’s financial instruments at December 31, 2023 and 2022 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2023

​

​

Carrying

​

Fair

​

Fair Value Measurements

​

​

Amount

​

Value

​

Level 1

​

Level 2

​

Level 3

Liabilities

​

​

​

​

​

​

​

​

​

​

Contingent consideration

$

126,216

$

126,216

$

—

$

—

$

126,216

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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 December 31, 2023 is comprised of

contingent consideration related to the Joule acquisition in 2022, the Frames acquisition in 2021 and the Giner ELX, Inc. and United Hydrogen Group Inc. acquisitions in 2020.

​

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 $31.8 million and $31.0 million as of December 31, 2023 and 2022, respectively. The fair value of the liability increased by $1.1 million due to foreign currency translation losses. Partially offsetting this increase was a decrease of $0.3 million recorded in change in fair value of contingent consideration in the consolidated statement of operations for the year ended December 31, 2023.

​

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 $18.0 million and $14.5 million as of December 31, 2023 and 2022, respectively. An increase of $5.5 million was recorded in change in fair value of contingent consideration in the consolidated statement of operations during the year ended December 31, 2023. Partially offsetting this increase were payments that reduced the fair value of the liability by $2.0 million for year ended December 31, 2023.

​

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 $0.9 million and $1.5 million as of December 31, 2023 and 2022, respectively. A decrease of $0.6 million was recorded in change in fair value of contingent consideration in the consolidated statement of operations for the year ended December 31, 2023.

​

In connection with the Applied Cryo Technologies, Inc. acquisition, the Company recorded on its consolidated balance sheet an initial liability of $14.0 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was $0 million and $15.9 million as of December 31, 2023 and 2022, respectively. The decrease of $15.9 million was due to payments that reduced the fair value of the liability by $19.0 million during the year ended December 31, 2023. Partially offsetting this decrease was an increase of $3.1 million recorded in change in fair value of contingent consideration in the consolidated statement of operations during the year ended December 31, 2023. The $19.0 million payment made during the second quarter of 2023 settled the remaining obligation of the earn-out.

​

Finally, as described in Note 3, “Acquisitions”, an increase of $22.3 million to the fair value of contingent consideration related to the acquisition of Joule was recorded in the consolidated statement of operations for the year ended December 31, 2023.

​

In the audited consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other liabilities financial statement line item, and is comprised of the following unobservable inputs for the year ended December 31, 2023:

​

​

​

​

​

​

​

​

Financial Instrument

    

Fair Value

Valuation Technique

Unobservable Input

Range (weighted average)

Contingent Consideration

​

$

126,216

Scenario based method

Credit spread

13.61%

​

​

​

​

​

Discount rate

17.71% - 19.06%

​

​

​

126,216

​

​

​

​

In the audited consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other liabilities financial statement line item, and is comprised of the following unobservable inputs for the year ended 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 year ended December 31, 2023 was as follows (in thousands):

​

​

​

​

​

​

    

Year Ended

​

​

December 31, 2023

Beginning balance at December 31, 2022

​

$

116,165

Cash payments

​

​

(13,000)

Payment settled in stock

​

​

(8,000)

Fair value adjustments

​

​

30,024

Foreign currency translation adjustment

​

 

1,027

Ending balance at December 31, 2023

​

$

126,216

​
v3.24.0.1
Earnings Per Share
 12 Months Ended
Dec. 31, 2023
Earnings Per Share  
Earnings Per Share

6. Earnings Per Share

​

Basic earnings per common stock are computed by dividing net loss by the weighted average number of common stock outstanding during the reporting period. After January 1, 2021, the date of the adoption of ASU 2020-06, in periods when we have net income, the shares of our common stock subject to the convertible notes outstanding during the period will be included in our diluted earnings per share under the if-converted method. Since the Company is in a net loss position, all common stock equivalents would be considered anti-dilutive and are therefore not included in the determination of diluted earnings per share. Accordingly, basic and diluted loss per share are the same.

​

The following table provides the components of the calculations of basic and diluted earnings per share (in thousands, except share amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31,

​

    

2023

    

2022

    

​

2021

​

Numerator:

​

​

​

​

​

​

​

​

​

​

Net loss

​

$

(1,368,833)

​

$

(724,008)

​

$

(459,965)

​

Denominator:

​

​

​

​

​

​

​

​

​

​

Weighted average number of common stock outstanding

​

 

595,468,419

​

 

579,716,708

​

 

558,182,177

​

​

The potentially dilutive securities are summarized as follows:

​

​

​

​

​

​

​

​

​

​

At December 31,

​

    

2023

    

2022

 

2021

Stock options outstanding (1)

​

39,261,362

 

27,598,269

​

23,806,909

Restricted stock and restricted stock units outstanding (2)

​

6,732,884

 

6,276,376

​

4,851,873

Common stock warrants (3)

​

78,561,263

​

88,774,725

​

80,017,181

Convertible Senior Notes (4)

​

39,170,766

 

39,170,766

​

39,170,766

Number of dilutive potential shares of common stock

​

163,726,275

 

161,820,136

​

147,846,729

(1)During the years ended December 31, 2023, 2022, and 2021, the Company granted options for 13,254,689, 4,761,724, and 16,502,335 shares of common stock, respectively.

​

(2)During the years ended December 31, 2023, 2022, and 2021, the Company granted 4,131,193, 4,289,682, and 1,894,356, shares of restricted stock and restricted stock units, respectively.

​

(3)In August 2022, the Company issued a warrant to acquire up to 16,000,000 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 17, “Warrant Transaction Agreements”. The warrant had no shares exercised of the Company’s common stock as of December 31, 2023.

​

In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 17, “Warrant Transaction Agreements”. The warrant was exercised with respect to 34,917,912 shares and 24,704,450 shares of the Company’s common stock as of December 31, 2023 and 2022, respectively.

​

In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 17, “Warrant Transaction Agreements”. The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of December 31, 2023 and 2022.

​

(4)In May 2020, the Company issued $212.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes due 2025 (the “3.75% Convertible Senior Notes”). There were no other conversions for the years ended December 31, 2023 and 2022.
v3.24.0.1
Inventory
 12 Months Ended
Dec. 31, 2023
Inventory  
Inventory

7. Inventory

​

Inventory as of December 31, 2023 and 2022, consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

    

December 31,

    

December 31,

​

​

2023

​

2022

Raw materials and supplies - production locations

​

$

564,818

​

$

450,432

Raw materials and supplies - customer locations

​

​

20,751

​

​

18,860

Work-in-process

​

 

149,574

​

 

112,231

Finished goods

​

 

226,110

​

 

64,113

Inventory

​

$

961,253

​

$

645,636

​

Inventory is primarily comprised of raw materials, work-in-process, and finished goods. The increase in inventory is primarily due to a combination of new product offerings, as well as increased revenue and orders, partially offset by inventory reserves. The Company has inventory reserves made up of excess and obsolete items and related lower of cost or net realizable value adjustments of $85.2 million and $5.4 million as of December 31, 2023 and 2022, respectively.
v3.24.0.1
Property, Plant and Equipment
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment  
Property, Plant and Equipment

8. Property, Plant and Equipment

​

Property, plant and equipment at December 31, 2023 and 2022 consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

December 31,

​

December 31,

​

​

2023

​

2022

Land

​

$

6,049

​

$

1,772

Construction in progress

​

​

1,109,896

​

​

575,141

Hydrogen production plants

​

​

77,107

​

​

48,147

Building and leasehold improvements

​

​

95,229

​

​

21,363

Software, machinery, and equipment

​

 

229,352

​

 

121,486

Property, plant and equipment

​

 

1,517,633

​

 

767,909

Less: accumulated depreciation

​

 

(81,456)

​

 

(48,116)

Property, plant and equipment, net

​

$

1,436,177

​

$

719,793

​

Construction in progress is primarily comprised of construction of four hydrogen production plants. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. Interest on outstanding debt is capitalized during periods of capital asset construction and amortized over the useful lives of the related assets. For the years ended December 31, 2023 and 2022, we capitalized $8.2 million and $13.1 million of interest.

​

Depreciation expense related to property, plant and equipment was $33.3 million, $19.0 million, and $6.9 million for the years ended December 31, 2023, 2022, and 2021, respectively.
v3.24.0.1
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net
 12 Months Ended
Dec. 31, 2023
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net  
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net

9. Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, Net

​

Equipment related to power purchase agreements and fuel delivered to customers, net, at December 31, 2023 and 2022 consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

    

December 31,

    

December 31,

​

​

2023

​

2022

Equipment related to power purchase agreements and fuel delivered to customers

​

$

139,651

​

$

109,683

Less: accumulated depreciation

​

​

(28,390)

​

​

(20,390)

Equipment related to power purchase agreements and fuel delivered to customers, net

​

​

111,261

​

​

89,293

​

As of December 31, 2023 and 2022, the Company had deployed assets at customer sites that had associated PPAs. These PPAs expire over the next one to ten years. PPAs contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote.

​

Depreciation expense is $8.0 million, $6.9 million and $7.4 million for the years ended December 31, 2023, 2022 and 2021, respectively.

​

The Company recorded an impairment of $0.2 million, $1.5 million and $10.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

​

The Company terminated its contractual relationship with a fuel provider effective March 31, 2021. The Company has historically leased fuel tanks from this provider. As a result of this termination, the Company recognized approximately $17.0 million of various costs for the year ended December 31, 2021, primarily for removal of tanks, reimbursement of unamortized installation costs, costs to temporarily provide customers with fuel during the transition period, and certain other contract settlement costs, which were recorded in the Company’s consolidated statement of operations as cost of revenue — fuel delivered to customers. The Company also purchased certain fuel tanks that were previously under operating leases from the fuel provider during 2021 and included in equipment related to power purchase agreements and fuel delivered to customers. In 2022 and 2023, there were no such vendor terminations.
v3.24.0.1
Intangible Assets and Goodwill
 12 Months Ended
Dec. 31, 2023
Intangible Assets and Goodwill  
Intangible Assets and Goodwill

10. Intangible Assets and Goodwill

​

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2023 are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

Gross Carrying

​

Accumulated

​

​

​

​

​

Amortization Period

​

Amount

​

Amortization

​

Total

Acquired technology

 

14 years

 

$

103,060

​

$

(20,204)

​

$

82,856

Dry stack electrolyzer technology

​

10 years

​

​

29,000

​

​

(5,317)

​

​

23,683

Customer relationships, trade name and other

​

13 years

​

 

103,981

​

​

(21,634)

​

​

82,347

​

​

​

​

$

236,041

​

$

(47,155)

​

$

188,886

​

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2022 are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

Gross Carrying

​

Accumulated

​

​

​

​

​

Amortization Period

​

Amount

​

Amortization

​

Total

Acquired technology

 

14 years

​

$

104,221

​

$

(12,754)

​

$

91,467

Dry stack electrolyzer technology

​

10 years

​

​

29,000

​

​

(2,417)

​

​

26,583

Customer relationships, trade name and other

 

13 years

​

 

102,521

​

​

(12,846)

​

 

89,675

​

​

​

​

$

235,742

​

$

(28,017)

​

$

207,725

​

The change in the gross carrying amount of the acquired technology and customer relationships, trade name and other from the years ended December 31, 2022 to 2023 was primarily due to changes in foreign currency translation.

​

Amortization expense for acquired identifiable intangible assets for the years ended December 31, 2023, 2022 and 2021 was $19.1 million, $21.2 million and $2.5 million, respectively.

​

Estimated amortization expense for subsequent years was as follows (in thousands):

​

​

​

​

​

2024

    

$

18,955

2025

​

​

18,174

2026

​

​

16,564

2027

​

​

16,556

2028

​

​

47,901

2029 and thereafter

​

​

70,736

Total

​

$

188,886

​

The change in the carrying amount of goodwill for the year ended December 31, 2023 was as follows (in thousands):

​

​

​

​

Beginning balance at December 31, 2022

$

248,607

Impairment of goodwill

​

(249,480)

Foreign currency translation adjustment

​

873

Ending balance at December 31, 2023

$

-

​

Based on the results of our annual review, the Company recognized an impairment charge of $249.5 million for the year ended December 31, 2023. The Company’s stock price declined below book value during the fourth quarter of 2023. Management believes the decline of the stock price was due primarily to missed projections and reduced liquidity. The Company’s analyses did not indicate impairment of goodwill for the years ended December 31, 2022 and 2021. Goodwill was $0 and $248.6 million as of December 31, 2023 and 2022 respectively. See Note 2, “Summary of Significant Accounting Policies”, for a full description of the Company’s goodwill accounting policy.
v3.24.0.1
Accrued Expenses
 12 Months Ended
Dec. 31, 2023
Accrued Expenses  
Accrued Expenses

11. Accrued Expenses

​

Accrued expenses at December 31, 2023 and 2022 consist of (in thousands):

​

​

​

​

​

​

​

​

​

    

December 31,

    

December 31,

​

​

2023

​

2022

Accrued payroll and compensation related costs

​

$

32,584

​

$

18,231

Accrual for capital expenditures

​

​

83,781

​

​

53,089

Accrued accounts payable

​

​

64,767

​

​

53,899

Accrued sales and other taxes

​

​

17,207

​

​

15,112

Accrued interest

​

​

562

​

​

421

Accrued other

​

​

1,643

​

​

15,678

Total

​

$

200,544

​

$

156,430

​
v3.24.0.1
Operating and Finance Lease Liabilities
 12 Months Ended
Dec. 31, 2023
Operating and Finance Lease Liabilities  
Operating and Finance Lease Liabilities

12. Operating and Finance Lease Liabilities

​

As of December 31, 2023, 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 to seven years. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease.

​

Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote. At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with the lessor to renew the lease at market rental rates. No residual value guarantees are contained in the leases. No financial covenants are contained within the lease, however there are customary operational covenants such as assurance the Company properly maintains the leased assets and carries appropriate insurance, etc. The leases include credit support in the form of either cash, collateral or letters of credit. See Note 21, “Commitments and Contingencies”, for a description of cash held as security associated with the leases.

​

The Company has finance leases associated with its property and equipment in Latham, New York and at fueling customer locations.

​

Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of December 31, 2023 were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

   

Finance

   

Total

​

   

Operating Lease

​

Lease

​

Lease

​

​

Liability

​

Liability

​

Liabilities

2024

​

$

99,356

​

$

12,117

​

$

111,473

2025

​

​

94,569

​

 

15,033

​

​

109,602

2026

​

​

85,693

​

 

12,175

​

​

97,868

2027

​

​

71,414

​

 

8,485

​

​

79,899

2028

​

​

49,477

​

​

1,896

​

​

51,373

2029 and thereafter

​

​

145,875

​

​

3,247

​

​

149,122

Total future minimum payments

​

​

546,384

​

 

52,953

​

​

599,337

Less imputed interest

​

​

(190,691)

​

​

(7,379)

​

​

(198,070)

Total

​

$

355,693

​

$

45,574

​

$

401,267

​

Rental expense for all operating leases was $95.0 million, $67.6 million, and $38.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

​

At December 31, 2023 and 2022, security deposits associated with sale/leaseback transactions were $7.4 million and $5.8 million, respectively, and were included in other assets in the consolidated balance sheet.

​

Other information related to the operating leases are presented in the following table:

​

​

​

​

​

​

​

​

Year ended

  

Year ended

​

December 31, 2023

​

December 31, 2022

Cash payments - operating cash flows (in thousands)

$

91,637

​

$

63,214

Weighted average remaining lease term (years)

​

5.76

​

​

6.52

Weighted average discount rate

​

11.3%

​

​

11.2%

​

Finance lease costs include amortization of the right of use assets (i.e., depreciation expense) and interest on lease liabilities (i.e., interest expense in the consolidated statement of operations), and were $7.5 million and $6.2 million for the years ended December 31, 2023 and 2022, respectively.

​

At December 31, 2023 and 2022, the right of use assets associated with finance leases, net was $57.3 million and $53.7 million, respectively. The accumulated depreciation for these right of use assets was $9.0 million and $4.7 million at December 31, 2023 and 2022, respectively.

​

Other information related to the finance leases are presented in the following table:

​

​

​

​

​

​

​

​

Year ended

   

Year ended

​

December 31, 2023

​

December 31, 2022

Cash payments - operating cash flows (in thousands)

$

3,059

​

$

2,447

Cash payments - financing cash flows (in thousands)

$

8,638

​

$

6,586

Weighted average remaining lease term (years)

​

3.87

​

​

3.92

Weighted average discount rate

​

6.8%

​

​

6.7%

​

The Company has outstanding obligations to Wells Fargo under several Master Lease Agreements totaling $171.3 million and $159.5 million for the years ended December 31, 2023 and 2022, respectively. These outstanding obligations are included in operating lease liabilities and finance obligations on the consolidated balance sheets.
v3.24.0.1
Finance Obligation
 12 Months Ended
Dec. 31, 2023
Finance Obligation  
Finance Obligation

13. Finance Obligation

​

The Company has sold future services to be performed associated with certain sale/leaseback transactions and recorded the balance as a finance obligation. The outstanding balance of this obligation at December 31, 2023 was $350.8 million, $74.0 million and $276.8 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheet. The outstanding balance of this obligation at December 31, 2022 was $312.1 million, $55.4 million and $256.6 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheet. The amount is amortized using the effective interest method. Interest expense recorded related to finance obligations for the years ended December 31, 2023, 2022 and 2021 was $39.6 million, $29.7 million and $21.0 million, respectively.

​

In prior periods, the Company entered into sale/leaseback transactions that were accounted for as financing transactions and reported as part of finance obligations. The outstanding balance of this obligation at December 31, 2023 was $17.6 million, $10.0 million and $7.6 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet. The outstanding balance of finance obligations related to sale/leaseback transactions at December 31, 2022 was $17.2 million, $3.5 million and $13.7 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet.

​

Future minimum payments under finance obligations notes above as of December 31, 2023 were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

​

Sale of Future

​

Sale/Leaseback

​

Finance

​

    

Revenue - Debt

    

Financings

    

Obligations

2024

​

$

109,805

​

$

11,133

​

$

120,938

2025

​

​

104,547

​

​

2,229

​

​

106,776

2026

​

​

87,824

​

​

2,229

​

​

90,053

2027

​

​

71,253

​

​

2,229

​

​

73,482

2028

​

​

51,188

​

​

2,015

​

​

53,203

2029 and thereafter

​

​

25,503

​

​

1,131

​

​

26,634

Total future minimum payments

​

​

450,120

​

​

20,966

​

​

471,086

Less imputed interest

​

​

(99,367)

​

​

(3,325)

​

​

(102,692)

Total

​

$

350,753

​

$

17,641

​

$

368,394

​

Other information related to the above finance obligations are presented in the following table:

​

​

​

​

​

​

​

​

Year ended

​

Year ended

​

December 31, 2023

​

December 31, 2022

Cash payments (in thousands)

$

96,781

​

$

72,377

Weighted average remaining term (years)

​

4.49

​

​

4.84

Weighted average discount rate

​

11.3%

​

​

11.1%

​

​

The fair value of the Company’s total finance obligations approximated their carrying value for the years ended December 31, 2023 and December 31, 2022.
v3.24.0.1
Long-Term Debt
 12 Months Ended
Dec. 31, 2023
Long-Term Debt  
Long-Term Debt

14. Long-Term Debt

 

In March 2019, the Company entered into a loan and security agreement, as amended, with Generate Lending, LLC, providing for a secured term loan facility in the amount of $100 million (the “Term Loan Facility”). In December 2022, the Company fully repaid the outstanding balance of the Term Loan Facility, which resulted in a recording of a loss on the extinguishment of debt of $1.0 million on the consolidated statement of operations.

​

In June 2020, the Company acquired debt as part of the acquisition of United Hydrogen Group Inc. The outstanding carrying value of the debt was $3.9 million as of December 31, 2023. The outstanding principal on the debt is $5.5 million and the unamortized debt discount is $1.6 million, bearing varying interest rates ranging from 5.6% to 8.3%, and is scheduled to mature in 2026. As of December 31, 2023, the principal balance is due at each of the following dates is the following (in thousands):

​

​

​

​

December 31, 2024

​

3,357

December 31, 2025

​

1,200

December 31, 2026

​

900

Total outstanding principal

$

5,457

​
v3.24.0.1
Convertible Senior Notes
 12 Months Ended
Dec. 31, 2023
Convertible Senior Notes  
Convertible Senior Notes

​

15. Convertible Senior Notes

3.75% Convertible Senior Notes

​

On May 18, 2020, the Company issued $200.0 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025, which is referred to herein as the 3.75% Convertible Senior Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act. On May 29, 2020, the Company issued an additional $12.5 million in aggregate principal amount of 3.75% Convertible Senior Notes.

​

At issuance in May 2020, the total net proceeds from the 3.75% Convertible Senior Notes were as follows:

​

​

​

​

Principal amount

$

212,463

Less: initial purchasers' discount

​

(6,374)

Less: cost of related capped calls

​

(16,253)

Less: other issuance costs

​

(617)

Net proceeds

$

189,219

​

​

The 3.75% Convertible Senior Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The notes will mature on June 1, 2025, unless earlier converted, redeemed or repurchased in accordance with their terms.

​

The 3.75% Convertible Senior Notes are senior, unsecured obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to any of the Company’s existing and future liabilities that are not so subordinated, effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, of its current or future subsidiaries.

​

Holders of the 3.75% Convertible Senior Notes may convert their notes at their option at any time prior to the close of the business day immediately preceding December 1, 2024 in the following circumstances:

​

5)during any calendar quarter commencing after March 31, 2021, if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

​

6)during the five business days after any five consecutive trading day period (such five consecutive trading day period, the measurement period) in which the trading price per $1,000 principal amount of the 3.75% Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

​

7)if the Company calls any or all of the 3.75% Convertible Senior Notes for redemption, any such notes that have been called for redemption may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

​

8)upon the occurrence of specified corporate events, as described in the indenture governing the 3.75% Convertible Senior Notes.

​

On or after December 1, 2024, the holders of the 3.75% Convertible Senior Notes may convert all or any portion of their notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions.

​

The initial conversion rate for the 3.75% Convertible Senior Notes is 198.6196 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $5.03 per share of the Company’s common stock, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. During the years ended December 31, 2023 and 2022, there were no conversions. During the year ended December 31, 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted and the Company issued approximately 3.0 million shares of common stock in conjunction with these conversions.

​

In addition, following certain corporate events or following issuance of a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period in certain circumstances.

​

The 3.75% Convertible Senior Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 5, 2023 and before the 41st scheduled trading day immediately before the maturity date, at a cash redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the three trading days immediately preceding the date the Company sends the related redemption notice, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company sends such redemption notice.

​

If the Company undergoes a “fundamental change” (as defined in the Indenture), holders may require the Company to repurchase their notes for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date.

​

The Company accounts for the 3.75% Convertible Senior Notes as a liability. We incurred transaction costs related to the issuance of the 3.75% Convertible Senior Notes of approximately $7.0 million, consisting of initial purchasers’ discount of approximately $6.4 million and other issuance costs of $0.6 million which were recorded as debt issuance cost (presented as contra debt in the consolidated balance sheets) and are being amortized to interest expense over the term of the 3.75% Convertible Senior Notes.

The 3.75% Convertible Senior Notes consisted of the following (in thousands):

​

​

​

​

​

​

​

​

December 31,

​

December 31,

​

2023

​

2022

Principal amounts:

​

​

​

​

​

Principal

$

197,278

​

$

197,278

Unamortized debt issuance costs (1)

​

(2,014)

​

​

(3,359)

Net carrying amount

$

195,264

​

$

193,919

1)Included in the consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method.

​

The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes (in thousands, except for effective interest rate):

​

​

​

​

​

​

​

​

​

​

December 31,

​

​

December 31,

​

    

2023

    

​

2022

Interest expense

​

$

7,546

​

$

7,398

Amortization of debt issuance costs

​

​

1,345

​

​

1,286

Total

​

​

8,891

​

​

8,684

Effective interest rate

​

​

4.6%

​

​

4.5%

​

The estimated fair value of the 3.75% Convertible Senior Notes at December 31, 2023 was approximately $213.2 million. The fair value estimation was primarily based on a quoted price in an active market.

​

Capped Call

​

In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “3.75% Notes Capped Call”) with certain counterparties at a price of $16.2 million. The 3.75% Notes Capped Call covers, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 3.75% Convertible Senior Notes and is generally expected to reduce potential dilution to the Company’s common stock upon any conversion of the 3.75% Convertible Senior Notes and/or

offset any cash payments the Company is required to make in excess of the principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the 3.75% Notes Capped Call is initially $6.7560 per share, which represents a premium of approximately 60% over the last then-reported sale price of the Company’s common stock of $4.11 per share on the date of the transaction and is subject to certain adjustments under the terms of the 3.75% Notes Capped Call. The 3.75% Notes Capped Call becomes exercisable if the conversion option is exercised.

The net cost incurred in connection with the 3.75% Notes Capped Call has been recorded as a reduction to additional paid-in capital in the consolidated balance sheet.

5.5% Convertible Senior Notes & 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 (the “5.5% Convertible Senior Notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

​

During 2020, the Company used a portion of the net proceeds from the issuance of the 3.75% Convertible Senior Notes to finance the cash portion of the partial repurchase of approximately $66.3 million in aggregate principal amount of the 5.5% Convertible Senior Notes and converted $33.5 million in aggregate principal amount of the 5.5% Convertible Senior Notes into 14.6 million shares of the Company’s common stock. On January 7, 2021, the final remaining aggregate principal amount of the 5.5% Convertible Senior Notes was converted into 69,808 shares of the Company’s 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. In connection with the issuance of the 3.75% Convertible Senior Notes and the partial repurchase of the 5.5% Convertible Senior Notes, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025. The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions.

​

The 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 years ended December 31, 2023 and 2022.
v3.24.0.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
Stockholders' Equity  
Stockholders' Equity

16. Stockholders’ Equity

​

Preferred Stock

​

The Company has authorized 5,000,000 million shares of preferred stock, par value $0.01 per share, consisting of 170,000 shares of previously designated Series A Junior Participating Cumulative Preferred Stock and 4,830,000 shares of undesignated preferred stock. The Company’s amended and restated certificate of incorporation, as amended, provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualifications, limitations, and restrictions thereof, applicable to the shares of each series. As of December 31, 2023 and December 31, 2022, there were no shares of Series A Junior Participating Cumulative Preferred Stock issued and outstanding.

​

Common Stock and Warrants

​

The Company has one class of common stock, par value $.01 per share. Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders.

​

In February 2021, the Company completed the previously announced sale of its common stock in connection with a strategic partnership with SK Holdings to accelerate the use of hydrogen as an alternative energy source in Asian markets. The Company sold 54,966,188 shares of its common stock to a subsidiary of SK Holdings at a purchase price of $29.2893 per share, or an aggregate purchase price of approximately $1.6 billion.

​

In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $2.0 billion.

​

On August 24, 2022, the Company and Amazon.com, Inc. (“Amazon”) entered into a Transaction Agreement (the “2022 Transaction Agreement”), under which the Company concurrently issued to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “Amazon Warrant”) to acquire up to 16,000,000 shares of the Company’s common stock (the “Amazon Warrant Shares”), subject to certain vesting events described below. The Company and Amazon entered into the 2022 Transaction Agreement in connection with a concurrent commercial arrangement under which Amazon agreed to purchase hydrogen fuel from the Company through August 24, 2029. As of December 31, 2023, 2,000,000 of the Amazon Warrant Shares issued pursuant to the 2022 Transaction Agreement had vested.

​

During 2017, warrants to purchase up to 110,573,392 shares of common stock were issued in connection with transaction agreements with Amazon and Walmart, as discussed in Note 17, “Warrant Transaction Agreements”.

​

Accumulated Other Comprehensive Income/(Loss)

​

Accumulated other comprehensive income/(loss) is comprised of unrealized gains and losses on available-for-sale securities and foreign currency translation gains and losses. Amounts reclassified from accumulated other comprehensive income/(loss) was $12.8 million, $0 and $0 for the years ended December 31, 2023, 2022 and 2021, respectively, due to realized loss on available-for-sale securities.

​

Net current-period other comprehensive income for the year ended December 31, 2023 increased due to a change in net unrealized gain on available-for-sale securities of $9.9 million, partially offset by foreign currency translation losses of $3.5 million. Net current-period other comprehensive loss for the year ended December 31, 2022 increased due to unrealized losses on available-for-sale securities of $20.0 million and foreign currency translation losses of $4.5 million. Net current-period other comprehensive loss for the year ended December 31, 2021 increased due to unrealized losses on available-for-sale securities of $2.7 million and foreign currency translation losses of $1.3 million.
v3.24.0.1
Warrant Transaction Agreements
 12 Months Ended
Dec. 31, 2023
Warrant Transaction Agreements  
Warrant Transaction Agreements

17. Warrant Transaction Agreements

​

Amazon Transaction Agreement in 2022

​

On August 24, 2022, the Company and Amazon entered into a Transaction Agreement (the “2022 Transaction Agreement”), under which the Company concurrently issued to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “2022 Amazon Warrant”) to acquire up to 16,000,000 shares (the “2022 Amazon Warrant Shares”) of the Company’s common stock, subject to certain vesting events described below. The Company and Amazon entered into the 2022 Transaction Agreement in connection with a concurrent commercial arrangement under which Amazon agreed to purchase hydrogen fuel from the Company through August 24, 2029.

​

Warrant

​

1,000,000 of the 2022 Amazon Warrant Shares vested immediately upon issuance of the 2022 Amazon Warrant. 15,000,000 of the 2022 Amazon Warrant Shares will vest in multiple tranches over the 7-year term of the 2022 Amazon Warrant based on payments made to the Company directly by Amazon or its affiliates, or indirectly through third parties, with 15,000,000 of the 2022 Amazon Warrant Shares fully vesting if Amazon-related payments of $2.1 billion are made in the aggregate. The exercise price for the first 9,000,000 2022 Amazon Warrant Shares is $22.9841 per share and the fair value on the grant date was $20.36. The exercise price for the remaining 7,000,000 2022 Amazon Warrant Shares will be an amount per share equal to 90% of the 30-day volume weighted average share price of the Company’s common stock as of the final vesting event that results in full vesting of the first 9,000,000 2022 Amazon Warrant Shares. The 2022 Amazon Warrant is exercisable through August 24, 2029.

​

Upon the consummation of certain change of control transactions (as defined in the 2022 Amazon Warrant) prior to the vesting of at least 60% of the aggregate 2022 Amazon Warrant Shares, the 2022 Amazon Warrant will automatically

vest and become exercisable with respect to an additional number of 2022 Amazon Warrant Shares such that 60% of the aggregate 2022 Amazon Warrant Shares shall have vested. If a change of control transaction is consummated after the vesting of at least 60% of the aggregate 2022 Amazon Warrant Shares, then no acceleration of vesting will occur with respect to any of the unvested 2022 Amazon Warrant Shares as a result of the transaction. The exercise price and the 2022 Amazon Warrant Shares issuable upon exercise of the Amazon Warrant are subject to customary antidilution adjustments.

​

On August 24, 2022, 1,000,000 of the Amazon Warrant Shares issued pursuant to the 2022 Transaction Agreement vested. The warrant fair value associated with the vested shares of tranche 1 of $20.4 million was capitalized to contract assets based on the grant date fair value and is subsequently amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the term of the agreement. As of December 31, 2023, the balance of the contract asset related to tranche 1 was $19.4 million which is recorded in contract assets in the Company’s consolidated balance sheet. During the second quarter of 2023, all 1,000,000 of the Amazon Warrant Shares associated with tranche 2 vested. The warrant fair value associated with the vested shares of tranche 2 was determined on the grant date of August 24, 2022 in the amount of $20.4 million. As of December 31, 2023, the balance of the contract asset related to tranche 2 was $13.8 million. Tranche 3 will vest over the next $1.0 billion of collections from Amazon and its affiliates. The grant date fair value of tranche 3 will also be amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the term of the agreement. As of December 31, 2023, the balance of the contract asset related to tranche 3 was $5.2 million. Because the exercise price has yet to be determined, the fair value of tranche 4 will be remeasured at each reporting period end and amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the term of the agreement. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the year ended December 31, 2023 and 2022 was $4.9 million and $5.2 million, respectively.

​

The assumptions used to calculate the valuations as of August 24, 2022 and December 31, 2023 are as follows:

​

​

​

​

​

​

​

   

Tranches 1-3

   

Tranche 4

​

​

August 24, 2022

​

December 31, 2023

Risk-free interest rate

​

3.15%

​

3.78%

Volatility

​

75.00%

​

85.00%

Expected average term (years)

​

7.00

​

4.00

Exercise price

​

$22.98

​

$4.05

Stock price

​

$20.36

​

$4.50

​

​

​

​

​

Amazon Transaction Agreement in 2017

​

On April 4, 2017, the Company and Amazon entered into a Transaction Agreement (the “2017 Amazon Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a warrant to acquire up to 55,286,696 shares (the “2017 Amazon Warrant Shares”) of the Company’s common stock, subject to certain vesting events. The Company and Amazon entered into the 2017 Amazon Transaction Agreement in connection with existing commercial agreements between the Company and Amazon with respect to the deployment of the Company’s GenKey fuel cell technology at Amazon distribution centers. The vesting of the 2017 Amazon Warrant Shares was conditioned upon payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the existing commercial agreements. On December 31, 2020, the Company waived the remaining vesting conditions under the 2017 Amazon Warrant, which resulted in the immediate vesting of all the third tranche of the 2017 Amazon Warrant Shares.

​

The 2017 Amazon Warrant was exercised with respect to 34,917,912 and 24,704,450 shares of the Company’s common stock as of December 31, 2023 and 2022, respectively.

​

At both December 31, 2023 and December 31, 2022, all 55,286,696 of the 2017 Amazon Warrant Shares had vested. The total amount of provision for common stock warrants recorded as a reduction of revenue for the 2017 Amazon

Warrant during the years ended December 31, 2023, 2022 and 2021 was $0.4 million, $0.4 million and $0.5 million, 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 majority of the Walmart Warrant Shares will vest based on Walmart’s payment of up to $600.0 million to the Company in connection with Walmart’s purchase of goods and services from the Company. The first tranche of 5,819,652 Walmart Warrant Shares vested upon the execution of the Walmart Warrant and was fully exercised as of December 31, 2020. Accordingly, $10.9 million, the fair value of the first tranche of Walmart Warrant Shares, was recorded as a provision for common stock warrants and presented as a reduction to revenue on the consolidated statements of operations during 2017. All future provision for common stock warrants is measured based on the fair value of the awards and recorded as a charge against revenue. The second tranche of 29,098,260 Walmart Warrant Shares vested in four installments of 7,274,565 Walmart Warrant Shares each time Walmart or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $200.0 million in the aggregate.

​

The exercise price for the first and second tranches of Walmart Warrant Shares was $2.1231 per share. After Walmart has made payments to the Company totaling $200.0 million, the third tranche of 20,368,784 Walmart Warrant Shares will vest in eight installments of 2,546,098 Walmart Warrant Shares each time Walmart or its affiliates, directly or indirectly through third parties, make an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $400.0 million in the aggregate. The exercise price of the third tranche of the Walmart Warrant Shares is $6.28 per share, which was determined pursuant to the terms of the Walmart Warrant as an amount equal to 90% of the 30-day volume weighted average share price of the Company’s common stock as of October 30, 2023, the final vesting date of the second tranche of the Walmart Warrant Shares. The Walmart Warrant is exercisable through July 20, 2027. The Walmart Warrant provides for net share settlement that, if elected by the holder, will reduce the number of shares issued upon exercise to reflect net settlement of the exercise price. The Walmart Warrant provides for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to customary anti-dilution provisions based on future events. The Walmart Warrant is classified as an equity instrument.

​

The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of both December 31, 2023 and 2022.

​

At December 31, 2023 and December 31, 2022, 34,917,912 and 27,643,347 of the Walmart Warrant Shares had vested, respectively. As of December 31, 2023, the balance of the contract asset related to the Walmart Warrant was $2.4 million. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the years ended December 31, 2023, 2022, and 2021 was $5.9 million, $7.1 million, and $6.1 million, respectively.

​

Fair value of the Walmart Warrant at January 1, 2019 and October 30, 2023 was based on the Black Scholes Option Pricing Model, which is based, in part, upon level 3 unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions.

​

The assumptions used to calculate the valuations as of January 1, 2019 and October 30, 2023 are as follows:

​

​

​

​

​

​

​

   

Tranches 1-2

   

Tranche 3

​

​

January 1, 2019

​

October 30, 2023

Risk-free interest rate

​

2.63%

​

4.73%

Volatility

​

95.00%

​

75.00%

Expected average term (years)

​

8.55

​

3.72

Exercise price

​

$2.12

​

$6.28

Stock price

​

$1.24

​

$5.70

​
v3.24.0.1
Revenue
 12 Months Ended
Dec. 31, 2023
Revenue  
Revenue

18. Revenue

​

Disaggregation of revenue

​

The following table provides information about disaggregation of revenue (in thousands):

​

​

​

​

​

​

​

​

​

​

​

Major products/services lines

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31,

​

​

2023

​

2022

​

2021

Sales of fuel cell systems

​

$

181,168

​

$

207,691

​

$

225,229

Sales of hydrogen infrastructure

​

​

183,606

​

​

141,528

​

​

135,055

Sales of electrolyzers

​

​

82,611

​

​

28,463

​

​

16,667

Sales of engineered equipment

​

​

32,361

​

​

93,489

​

​

7,571

Services performed on fuel cell systems and related infrastructure

​

​

39,093

​

​

35,280

​

​

26,706

Power purchase agreements

​

​

63,731

​

​

47,183

​

​

35,153

Fuel delivered to customers and related equipment

​

​

66,246

​

​

57,196

​

​

46,917

Sales of cryogenic equipment and other

​

​

231,687

​

​

87,761

​

​

8,255

Other

​

​

10,837

​

​

2,849

​

​

789

Net revenue

​

$

891,340

​

$

701,440

​

$

502,342

​

Contract balances

​

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers (in thousands):

​

​

​

​

​

​

​

​

​

​

December 31,

​

December 31,

​

​

2023

​

2022

Accounts receivable

​

$

243,811

​

$

129,450

Contract assets

​

​

155,989

​

​

104,287

Deferred revenue and contract liabilities

​

​

288,302

​

​

229,898

​

Contract assets relate to contracts for which revenue is recognized on a straight-line basis, however billings escalate over the life of a contract. Contract assets also include amounts recognized as revenue in advance of billings to customers, which are dependent upon the satisfaction of another performance obligation. These amounts are included in contract assets on the consolidated balance sheet.

​

The deferred revenue and contract liabilities relate to the advance consideration received from customers for services that will be recognized over time (primarily fuel cell and related infrastructure services and electrolyzer systems and solutions). Deferred revenue and contract liabilities also include advance consideration received from customers prior to delivery of products. These amounts are included within deferred revenue and other contract liabilities on the consolidated balance sheet.

​

Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands):

​

​

​

​

​

​

​

​

Contract assets

​

​

​

​

December 31, 2023

​

December 31, 2022

Transferred to receivables from contract assets recognized at the beginning of the period

​

$

(94,860)

​

$

(33,394)

Change in contract assets related to warrants

​

​

14,260

​

​

26,455

Impairment

​

​

(2,375)

​

​

—

Revenue recognized and not billed as of the end of the period

​

​

134,677

​

​

72,469

Net change in contract assets

​

$

51,702

​

$

65,530

​

​

​

​

​

​

​

​

Deferred revenue and contract liabilities

​

​

​

​

December 31, 2023

​

December 31, 2022

Increases due to customer billings, net of amounts recognized as revenue during the period

​

$

151,965

​

$

200,347

Change in contract liabilities related to warrants

​

​

440

​

​

—

Contract liabilities assumed as part of acquisitions

​

​

—

​

​

10,011

Revenue recognized that was included in the contract liability balance as of the beginning of the period

​

​

(94,001)

​

​

(163,550)

Net change in deferred revenue and contract liabilities

​

$

58,404

​

$

46,808

​

Estimated future revenue

​

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period, including provision for common stock warrants (in thousands):

​

​

​

​

​

​

​

​

​

December 31,

​

Expected recognition

​

​

2023

​

period (years)

Sales of fuel cell systems

​

$

64,954

​

​

1 - 2

Sales of hydrogen installations and other infrastructure

​

​

22,860

​

​

1

Sales of electrolyzers

​

​

301,323

​

​

1 - 2

Sales of engineered equipment

​

​

19,876

​

​

1

Services performed on fuel cell systems and related infrastructure

​

​

123,080

​

​

5 - 10

Power purchase agreements

​

​

435,967

​

​

5 - 10

Fuel delivered to customers and related equipment

​

​

95,444

​

​

5 - 10

Sales of cryogenic equipment and other

​

​

87,927

​

​

1

Total estimated future revenue

​

$

1,151,431

​

​

​

​
v3.24.0.1
Employee Benefit Plans
 12 Months Ended
Dec. 31, 2023
Employee Benefit Plans  
Employee Benefit Plans

19. Employee Benefit Plans

​

2011 and 2021 Stock Option and Incentive Plan

​

On May 12, 2011, the Company’s stockholders approved the 2011 Stock Option and Incentive Plan (the “2011 Plan”). The 2011 Plan provided for the issuance of up to a maximum number of shares of common stock equal to the sum of (i) 1,000,000, plus (ii) the number of shares of common stock underlying any grants pursuant to the 2011 Plan or the Plug Power Inc. 1999 Stock Option and Incentive Plan that are forfeited, canceled, repurchased or are terminated (other than by exercise). The shares were issued pursuant to stock options, stock appreciation rights, restricted stock awards and certain other equity-based awards granted to employees, directors and consultants of the Company. No further grants may be made under the 2011 Plan after May 12, 2021. In July 2021, the 2021 Stock Option Incentive Plan (the “2021 Plan”) was approved by the Company’s stockholders. The 2021 Plan provides for the issuance of up to a maximum number of shares of common stock equal to the sum of (i) 22,500,000 shares, plus the 473,491 shares remaining under the 2011 Plan as of the effective date of that the 2021 Plan, plus (iii) shares underlying any awards under the 2021 Plan and the 2011

Plan that are forfeited, canceled, cash-settled or otherwise terminated, other than by exercise. In June 2023, the Company’s stockholders approved an increase in the number of shares of the Company’s common stock authorized for issuance under the 2021 Plan to 51,400,000. Stock-based compensation costs recognized, excluding the Company’s matching contributions of $12.1 million to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were approximately $150.0 million, $169.8 million and $72.4 million for the years ended December 31, 2023, 2022, and 2021, respectively, in connection with the 2011 and 2021 Plans.

​

The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31,

​

2023

​

2022

​

2021

Cost of sales

$

11,079

​

$

7,259

​

$

1,965

Research and development

​

9,532

​

​

6,369

​

​

5,983

Selling, general and administrative

​

129,387

​

​

156,127

​

​

64,443

​

$

149,998

​

$

169,755

​

$

72,391

​

Option Awards

​

The Company issues options that become exercisable based on time and/or market conditions and are classified as equity awards.

​

Service Stock Options Awards

​

To date, service-based stock option awards (“Service Stock Options”) granted under the 2011 and 2021 Plans have vesting provisions ranging from one to three years in duration and expire ten years after issuance. Service Stock Options for employees issued under these plans generally vest in equal annual installments over three years and expire ten years after issuance. Service Stock Options granted to members of the Board generally vest one year after issuance. The Company estimates the fair value of the Service Stock Options using a Black-Scholes valuation model, and the resulting fair value is recorded as compensation cost on a straight-line basis over the option vesting period. Key inputs and assumptions used to estimate the fair value of the Service Stock Options include the grant price of the award, the expected option term, volatility of the Company’s stock, an appropriate risk-free rate, and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. The assumptions made for purposes of estimating fair value under the Black-Scholes model for the 6,849,689, 3,261,724, and 1,942,335 Service Stock Options granted during years ended December 31, 2023, 2022, and 2021, respectively were as follows:

​

​

​

​

​

​

​

​

​

    

December 31,

​

December 31,

​

December 31,

​

​

2023

    

2022

​

2021

Expected term of options (years)

​

5

​

5

​

3-5

Risk free interest rate

​

3.40% - 4.69%

​

1.26% - 4.34%

​

0.61% - 1.23%

Volatility

​

80.02% - 92.55%

​

73.38% - 85.97%

​

72.46% - 76.60%

​

There was no expected dividend yield for the Service Stock Options granted.

​

The estimated stock price volatility is derived from the Company’s actual historic stock prices over the expected term, which represents the Company’s best estimate of expected volatility.

​

The following table reflects the Service Stock Option activity for the year ended December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

    

Weighted

    

​

​

​

​

​

​

Weighted

​

Average

​

​

​

​

​

​

​

Average

​

Remaining

​

Aggregate

​

​

​

​

Exercise

​

Contractual

​

Intrinsic

​

​

Shares

​

Price

​

Terms

​

Value

Options outstanding at December 31, 2022

​

12,078,269

​

$

14.34

​

​

7.57

​

$

42,835

Options exercisable at December 31, 2022

​

6,661,969

​

​

8.41

​

​

6.40

​

​

42,182

Options unvested at December 31, 2022

​

5,416,300

​

​

21.63

​

​

9.01

​

​

653

Granted

​

6,849,689

​

​

7.08

​

​

—

​

​

—

Exercised

​

(716,581)

​

​

2.25

​

​

—

​

​

—

Forfeited

​

(875,015)

​

​

26.27

​

​

—

​

​

—

Options outstanding at December 31, 2023

​

17,336,362

​

$

11.37

​

​

7.86

​

$

11,391

Options exercisable at December 31, 2023

​

8,288,944

​

​

11.84

​

​

6.18

​

​

7,250

Options unvested at December 31, 2023

​

9,047,418

​

$

10.94

​

​

9.39

​

$

4,141

​

The weighted average grant-date fair value of the Service Stock Options granted during for the years ended December 31, 2023, 2022 and 2021 was $4.88, $13.39, and $19.80 per share, respectively. The total intrinsic fair value of Service Stock Options exercised during the years ended December 31, 2023, 2022, and 2021, was approximately $5.3 million, $15.1 million, and $115.5 million. The total fair value of Service Stock Options vested during the years ended December 31, 2023, 2022, and 2021 was $33.1 million, $22.6 million, and $11.0 million, respectively.

​

Compensation cost associated with Service Stock Options represented approximately $31.5 million, $27.5 million, and $17.4 million of the total share-based payment expense recorded for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, there was approximately $53.1 million and $59.8 million of unrecognized compensation cost related to Service Stock Options to be recognized over a weighted average remaining period of 2.10 years.

​

Performance Stock Option Awards

​

The Company grants performance-based stock options awards (“Performance Stock Options”) under the 2021 plan to the Chief Executive Officer and certain other executive officers. These Performance Stock Options are subject to both performance-based conditions, tied to the achievement of stock price hurdles, and time-based vesting; therefore, a Monte Carlo Simulation was utilized to determine the grant-date fair value with the associated expense recognized over the requisite service period. Up to one third (1/3) the Performance Stock Options will vest and become exercisable on each of the first three anniversaries of the grant date, provided that the volume weighted average price of the Company’s common stock during any 30 consecutive trading day period in the three-year performance period following the grant date of the stock options (“VWAP”) equals or exceeds certain levels.

​

The Company granted 6,405,000 performance-based options in May 2023. Options that meet the performance-based conditions will vest 1/3 on each for the first three anniversaries of the grant date. The performance based conditions are as follows, 33.33% of the performance stock options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals $9.84; an additional 33.33% of the options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals $11.81; and the remaining 33.34% of the options will be deemed to have satisfied the performance-based condition and will be eligible to be exercised if the VWAP equals or exceeds $13.77. There will be no interpolation for the Performance Stock Option granted on May 18, 2023 if the VWAP falls between any two stock price hurdles, unless in the event of a change in control.

​

Failure to achieve any of the stock price hurdles applicable to a Performance Stock Option during the three-year performance period will result in the applicable options not becoming exercisable. The Performance Stock Options have a maximum term of seven years from the grant date.

​

Key inputs and assumptions used to estimate the fair value of Performance Stock Options include the grant price of the awards, the expected option term, VWAP hurdle rates, volatility of the Company’s stock, an appropriate risk-free rate, and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value

ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company.

​

The following table presents key assumptions used to estimate the fair value of the Performance Stock Option awards granted in 2023, 2022 and 2021:

​

​

​

​

​

​

​

​

​

​

​

​

December 31,

​

​

December 31,

​

​

December 31,

​

​

2023

​

​

2022

​

​

2021

Remaining VWAP performance period (years)

​

3

​

​

3

​

​

3

Risk- free interest rate

​

3.60%

​

​

3.10%

​

​

1.12%

Expected volatility

​

75.00%

​

​

75.00%

​

​

70.00%

Closing stock price on grant date

$

7.87

​

$

26.38

​

$

26.92

​

For the 2022 and 2021 Performance Stock Option awards, the expected term was determined based on term features within the grants that decreases the overall grant pool if options are exercised early (0-3 years) reducing the maximum future payout and the Company’s historical experience with employee early exercise behavior. There was no such early exercise option for the 2023 Performance Stock Option award. The estimated stock price volatility was derived from the Company’s actual historic stock prices over the past five years, which represents the Company’s best estimate of expected volatility.

​

The following table reflects the Performance Stock Option activity for the year ended December 31, 2023. Solely for the purposes of this table, the number of shares is based on participants earning the maximum number of shares underlying the Performance Stock Options (i.e., 200% of the target number of shares).

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

    

Weighted

    

​

​

​

​

​

​

Weighted

​

Average

​

​

​

​

​

​

​

Average

​

Remaining

​

Aggregate

​

​

​

​

Exercise

​

Contractual

​

Intrinsic

​

​

Shares

​

Price

​

Terms

​

Value

Options outstanding at December 31, 2022

​

15,520,000

​

$

26.87

​

5.81

​

$

—

Options exercisable at December 31, 2022

​

1,391,000

​

​

26.9

​

5.7

​

​

—

Options unvested at December 31, 2022

​

14,129,000

​

​

26.86

​

5.82

​

​

—

Granted

​

6,405,000

​

​

7.87

​

6.38

​

​

—

Exercised

​

—

​

​

—

​

—

​

​

—

Forfeited

​

—

​

​

—

​

—

​

​

—

Options outstanding at December 31, 2023

​

21,925,000

​

$

21.32

​

5.27

​

$

—

Options exercisable at December 31, 2023

​

2,782,000

​

​

26.92

​

4.73

​

​

—

Options unvested at December 31, 2023

​

19,143,000

​

$

20.50

​

5.35

​

$

—

​

The weighted average grant-date fair value of Performance Stock Options granted during the years ended December 31, 2023, 2022 and 2021 was $4.32, $9.73 and $12.70, respectively. There were no Performance Stock Options exercised during the years ended December 31, 2023, 2022 and 2021. The total fair value of the performance stock options that vested during the years ended December 31, 2023, 2022 and 2021 was $20.8 million, $20.8 million and $0, respectively.

​

As of December 31, 2023, there were 5,661,000 unvested shares underlying Performance Stock Options for which the employee requisite service period has not been rendered but are expected to vest. The aggregate intrinsic value of these unvested Performance Stock Options was $0 as of December 31, 2023. The weighted average remaining contractual term of these unvested Performance Stock Options was 5.97 years as of December 31, 2023.

​

Compensation cost associated with Performance Stock Options represented approximately $64.0 million, $95.7 million and $27.8 million of the total share-based payment expense recorded for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there was approximately $34.2 million of unrecognized compensation cost related to Performance Stock Options to be recognized over a weighted average remaining period of 1.55 years.

​

Restricted Common Stock and Restricted Stock Unit Awards

​

Restricted common stock and restricted stock unit awards generally vest in equal installments over a period of one to three years. Restricted common stock and restricted stock unit awards are valued based on the closing price of the Company’s common stock on the date of grant, and compensation cost is recorded on a straight-line basis over the vesting period.

​

A summary of restricted common stock and restricted stock unit activity for the year ended December 31, 2023 is as follows (in thousands except share amounts):

​

​

​

​

​

​

​

​

​

​

​

    

​

​

Weighted

    

Aggregate

​

​

​

​

Average Grant Date

​

Intrinsic

​

​

Shares

​

Fair Value

​

Value

Unvested restricted stock at December 31, 2022

​

6,276,376

​

$

21.56

​

$

77,639

Granted

​

4,131,193

​

​

11.55

​

​

—

Vested

​

(2,851,637)

​

​

20.40

​

​

—

Forfeited

​

(823,048)

​

​

23.60

​

​

—

Unvested restricted stock at December 31, 2023

​

6,732,884

​

$

15.66

​

$

30,298

​

The weighted average grant-date fair value of the restricted common stock and restricted stock unit awards granted during the years ended December 31, 2023, 2022, and 2021, was $11.55, $20.28, and $32.35, respectively. The total fair value of restricted common stock and restricted stock unit awards that vested for the years ended December 31, 2023, 2022, and 2021 was $58.2 million, $36.7 million, and $76.0 million, respectively.

​

The Company recorded expense associated with its restricted common stock and restricted stock unit awards of approximately $54.5 million, $46.5 million, and $27.2 million, for the years ended December 31, 2023, 2022, and 2021, respectively. Additionally, for the years ended December 31, 2023, 2022, and 2021, there was $84.1 million, $110.3 million, and $74.5 million, respectively, of unrecognized compensation cost related to restricted common stock and restricted stock unit awards to be recognized over a weighted average remaining period of 1.99 years.

​

Included in the total unvested restricted common stock and restricted stock units as of December 31, 2023, there were 375,000 restricted common stock units outstanding with a performance target. The Company recorded expense associated with the restricted common stock units with a performance target of $1.1 million for the year ended December 31, 2023. Additionally, as of December 31, 2023 there was $3.1 million of unrecognized compensation cost related to the restricted common stock units outstanding with a performance target to be recognized over the weighted average period of 2.58 years.

​

401(k) Savings & Retirement Plan

​

The Company offers a 401(k) Savings & Retirement Plan to eligible employees meeting certain age and service requirements. This plan permits participants to contribute 100% of their salary, up to the maximum allowable by the Internal Revenue Service regulations. Participants are immediately vested in their voluntary contributions plus actual earnings or less actual losses thereon. Participants are vested in the Company’s matching contribution based on years of service completed. Participants are fully vested upon completion of three years of service. During 2018, the Company began funding its matching contribution in a combination of cash and common stock. The Company issued 1,473,662 shares of common stock, 442,056 shares of common stock, and 90,580 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the years ended December 31, 2023, 2022, and 2021, respectively.

​

The Company’s expense for this plan was approximately $12.1 million, $9.2 million, and $4.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.

​

Non-Employee Director Compensation

​

Each non-employee director is paid an annual retainer for his or her service, in the form of either cash or stock compensation. This annual retainer is paid in four quarterly installments. The Company granted 59,323, 21,886, and 12,258 shares of common stock to non-employee directors as compensation for the years ended December 31, 2023, 2022 and 2021, respectively. All common stock issued related to this annual retainer that is paid quarterly, is fully vested at the time of issuance and is valued at fair value on the date of issuance. The Company’s share-based compensation expense in connection with non-employee director quarterly compensation was approximately $452 thousand, $390 thousand and $372 thousand for the years ended December 31, 2023, 2022, and 2021, respectively.
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Taxes  
Income Taxes

20. Income Taxes

​

The components of loss before income taxes and the income tax (expense) benefit for the years ended December 31, 2023, 2022, and 2021, by jurisdiction, are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023

​

2022

​

2021

​

    

U.S.

    

Foreign

    

Total

    

U.S.

    

Foreign

    

Total

    

U.S.

    

Foreign

    

Total

Loss before income taxes

 

$

(1,211,796)

​

$

(164,401)

 

$

(1,376,197)

 

$

(697,342)

 

$

(25,827)

 

$

(723,169)

 

$

(466,825)

 

$

(9,337)

 

$

(476,162)

Income tax (expense) benefit

​

​

29

​

​

7,335

​

​

7,364

​

​

868

​

​

(1,707)

​

​

(839)

​

​

16,540

​

​

(343)

​

​

16,197

Net loss

 

$

(1,211,767)

 

$

(157,066)

 

$

(1,368,833)

 

$

(696,474)

 

$

(27,534)

 

$

(724,008)

 

$

(450,285)

 

$

(9,680)

 

$

(459,965)

​

The significant components of current and deferred income tax expense (benefit) for the years ended December 31, 2023, 2022, and 2021, by jurisdiction, are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023

​

2022

​

2021

​

    

U.S.

    

Foreign

    

Total

    

U.S.

    

Foreign

​

Total

    

U.S.

    

Foreign

    

Total

Current income tax (benefit) expense

​

$

—

​

$

1,170

​

$

1,170

​

$

—

​

$

668

​

$

668

​

$

—

​

$

—

​

$

—

Deferred tax (benefit) expense

​

​

(100,754)

​

​

(2,618)

​

​

(103,372)

​

​

(42,705)

​

​

6,968

​

​

(35,737)

​

​

(51,999)

​

​

1,064

​

​

(50,935)

Net operating loss carryforward generated

​

​

(146,174)

​

​

(17,653)

​

​

(163,827)

​

​

(92,030)

​

​

4,332

​

​

(87,698)

​

​

(105,498)

​

​

(2,038)

​

​

(107,536)

Valuation allowance increase (decrease)

​

​

246,899

​

​

11,766

​

​

258,665

​

​

133,867

​

​

(10,261)

​

​

123,606

​

​

140,957

​

​

1,317

​

​

142,274

Expense (benefit) for income taxes

​

$

(29)

​

​

(7,335)

​

$

(7,364)

​

$

(868)

​

$

1,707

​

$

839

​

$

(16,540)

​

$

343

​

$

(16,197)

​

The Company’s effective income tax rate differed from the federal statutory rate as follows:

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

U.S. Federal statutory tax rate

​

(21.0)

%  

(21.0)

%  

(21.0)

%  

Deferred state taxes

​

0.0

%  

0.0

%  

(0.6)

%  

Common stock warrant liability

​

0.0

%  

0.0

%  

(6.0)

%  

Section 162M Disallowance

​

0.7

%  

1.9

%  

1.1

%  

Equity Compensation

​

0.4

%  

(0.7)

%  

(4.3)

%  

Provision to return and deferred tax asset adjustments

​

(2.1)

%  

4.6

%  

(1.3)

%

Change in U.S. Federal/Foreign statutory tax rate

​

(0.1)

%  

0.0

%  

0.3

%

Other, net

​

0.6

%  

0.6

%  

(1.5)

%

Impairment of goodwill

​

3.3

%  

0.0

%  

0.0

%

Change in valuation allowance

​

17.7

%  

14.8

%  

29.9

%

​

​

(0.5)

%

0.1

%  

(3.4)

%

​

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of certain assets and liabilities for financial reporting and the amounts used for income tax purposes. The Company has recorded a net deferred tax liability in other non-current liabilities, at December 31, 2023 and 2022 of approximately $3.2 million and

$11.5 million, respectively. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S.

​

Foreign

​

Total

​

​

2023

​

2022

​

2023

​

2022

​

2023

​

2022

Deferred revenue

​

​

39,241

​

​

33,172

​

​

142

​

​

137

​

​

39,383

​

​

33,309

Interest expense

​

​

28,126

​

​

31,368

​

​

—

​

​

—

​

​

28,126

​

​

31,368

Other reserves and accruals

​

​

57,265

​

​

26,591

​

​

337

​

​

287

​

​

57,602

​

​

26,878

Tax credit carryforwards

​

​

20,794

​

​

14,949

​

​

—

​

​

—

​

​

20,794

​

​

14,949

Amortization of stock-based compensation

​

​

44,023

​

​

30,217

​

​

—

​

​

—

​

​

44,023

​

​

30,217

Non-compensatory warrants

​

​

2,950

​

​

6,268

​

​

—

​

​

—

​

​

2,950

​

​

6,268

Capitalized research & development expenditures

​

​

82,374

​

​

60,588

​

​

—

​

​

—

​

​

82,374

​

​

60,588

Right of use liability (operating leases)

​

​

41,960

​

​

32,616

​

​

—

​

​

259

​

​

41,960

​

​

32,875

Capital loss carryforwards

​

​

1,763

​

​

—

​

​

—

​

​

—

​

​

1,763

​

​

—

Net operating loss carryforwards

​

​

443,964

​

​

297,790

​

​

25,373

​

​

7,720

​

​

469,337

​

​

305,510

Total deferred tax asset

​

​

762,460

​

​

533,559

​

​

25,852

​

​

8,403

​

​

788,312

​

​

541,962

Valuation allowance

​

​

(676,190)

​

​

(429,291)

​

​

(19,949)

​

​

(8,183)

​

​

(696,139)

​

​

(437,474)

Net deferred tax assets

​

$

86,270

​

$

104,268

​

$

5,903

​

$

220

​

$

92,173

​

$

104,488

Intangible assets

​

​

(27,749)

​

​

(29,731)

​

​

(9,088)

​

​

(9,938)

​

​

(36,837)

​

​

(39,669)

Convertible debt

​

​

—

​

​

(26,989)

​

​

—

​

​

—

​

​

—

​

​

(26,989)

Right of use asset (operating leases)

​

​

(50,632)

​

​

(40,194)

​

​

—

​

​

(260)

​

​

(50,632)

​

​

(40,454)

Property, plant and equipment and right of use assets

​

​

(7,889)

​

​

(7,383)

​

​

—

​

​

(1,500)

​

​

(7,889)

​

​

(8,883)

Deferred tax liability

​

$

(86,270)

​

$

(104,297)

​

$

(9,088)

​

$

(11,699)

​

$

(95,358)

​

$

(115,996)

Net

​

$

—

​

$

(29)

​

$

(3,185)

​

$

(11,479)

​

$

(3,185)

​

$

(11,508)

​

The Company has recorded a valuation allowance, as a result of uncertainties related to the realization of its net deferred tax asset, at December 31, 2023 and 2022 of approximately $696.1 million and $437.5 million, respectively. A reconciliation of the current year change in valuation allowance is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

    

U.S.

    

Foreign

    

Total

Increase in valuation allowance for current year increase in net operating losses

​

$

177,299

​

​

11,496

​

$

188,795

Increase in valuation allowance for current year net increase in deferred tax assets other than net operating losses

​

​

69,600

​

​

—

​

​

69,600

Increase in valuation allowance due to change in tax rates

​

​

—

​

​

270

​

​

270

Net increase in valuation allowance

​

$

246,899

​

$

11,766

​

$

258,665

​

The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets in the U.S., which remain fully reserved. With the exception of the Company’s Netherlands subsidiary, all deferred tax assets are offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforwards and other deferred tax assets will not be realized. The Company’s Netherlands subsidiary has established a valuation allowance on its deferred tax assets that will not be realized. There are $8.2 million of DTAs recorded in the Netherlands, of which $6.5 million do not require a reserve, as the Netherlands entity has approximately $9.7 million of DTLs that provide a sufficient source of income to support realization of a portion of its DTAs.

​

Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the use of loss carryforwards may be limited if a change in ownership of a company occurs. If it is determined that due to transactions involving the Company’s shares owned by its 5 percent or greater stockholders a change of ownership has occurred under the provisions of Section 382 of the Code, the Company’s federal and state NOL carryforwards could be subject to significant Section 382 limitations.

​

The Company’s deferred tax assets include $2.2 billion of U.S. net operating loss carryforwards. The NOL carryforwards available at December 31, 2023, include $2.0 billion of NOL that was generated in 2018 through 2023, that do not expire. The remainder, if unused, will expire at various dates from 2034 through 2037. Based on analysis of stock

transactions, an ownership change as defined under Section 382 of the Code occurred in 2013, which imposes a $13.5 million limit on the utilization of pre-change losses that can be used to offset taxable income in future years. The pre-change NOL carryforwards will expire, if unused, at various dates from 2024 through 2033. The Company continuously analyzes stock transactions and has determined that no ownership changes have occurred since 2013 that would further limit the utilization of NOLs. Therefore, NOLs of $2.2 billion incurred in post-change years are not subject to limitation.

​

Approximately $20.7 million of research credit carryforwards generated after the most recent IRC Section 382 ownership change are included in the Company’s deferred tax assets. Due to limitations under IRC Section 382, research credit carryforwards existing prior to the most recent IRC Section 382 ownership change will not be used and are not reflected in the Company’s gross deferred tax asset at December 31, 2023. The remaining credit carryforwards will expire during the periods 2033 through 2042.

​

At December 31, 2023, the Company has unused Canadian net operating loss carryforwards of approximately $2.4 million. The net operating loss carryforwards if unused will expire at various dates between 2041 through 2043. At December 31, 2023, the Company has no remaining Scientific Research and Experimental Development (“SR&ED”) expenditures or ITC credit carryforwards.

​

At December 31, 2023, the Company has unused French net operating loss carryforwards of approximately $67.8 million. The net operating loss may carry forward indefinitely or until the Company changes its activity.

​

At December 31, 2023, the Company has unused Netherlands net operating loss carryforwards of approximately $31.1 million. The net operating loss may carry forward indefinitely or until the Company changes its activity.

​

As of December 31, 2023, the Company has no un-repatriated foreign earnings or unrecognized tax benefits.

​

The Inflation Reduction Act of 2022 (“IRA”) was signed into law on August 16, 2022. Key provisions under the IRA include a 15% corporate alternative minimum tax imposed on certain large corporations and the extension and expansion of clean energy tax incentives. The 15% corporate alternative minimum tax is not expected to affect the Company in the near future. The Company is in the process of evaluating the impact of the clean energy tax incentives on its businesses and is awaiting U.S. Department of the Treasury and Internal Revenue Service guidance.

​

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. Open tax years in the U.S. range from 2020 and forward. Open tax years in the foreign jurisdictions range from 2013 and forward. However, upon examination in subsequent years, if net operating losses carryforwards and tax credit carryforwards are utilized, the US and foreign jurisdictions can reduce net operating loss carryforwards and tax credit carryforwards utilized in the year being examined if they do not agree with the carryforward amount. As of December 31, 2023, the Company was not under audit in the U.S. or non-U.S. taxing jurisdictions.

​

The Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code (“IRC”) Section 174. The requirement was effective for the Company beginning after December 31, 2021. As of December 31, 2023, we recorded a deferred tax asset of approximately $39.5 million due to Section 174 capitalization. We note that the Company is currently in a full valuation allowance as it relates to the U.S. taxing jurisdiction as a result there is no impact to cash taxes payable.
v3.24.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies  
Commitments and Contingencies

21. Commitments and Contingencies

​

Restricted Cash

​

In connection with certain of the above noted sale/leaseback agreements, cash of $573.5 million and $383.7 million, respectively, was required to be restricted as security as of December 31, 2023 and 2022, which will be released over the lease term. As of December 31, 2023 and 2022, the Company also had certain letters of credit backed by security deposits totaling $370.7 million and $379.6 million, respectively, of which $340.0 million and $354.0 million are security for the above noted sale/leaseback agreements, respectively, and $30.7 million and $25.6 million are customs related letters of credit, respectively.

​

As of December 31, 2023 and 2022, the Company had $76.8 million and $75.5 million, respectively, held in escrow related to the construction of certain hydrogen plants.

​

The Company also had $1.2 million and $0.2 million of consideration held by our paying agent in connection with the Joule and CIS acquisitions, respectively, reported as restricted cash as of December 31, 2023, with a corresponding accrued liability on the Company’s consolidated balance sheet. Additionally, the Company had $11.7 million and $10.8 million in restricted cash as collateral resulting from the Frames acquisition as of December 31, 2023 and 2022, respectively.

​

Litigation

​

Legal matters are defended and handled in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company has not recorded any accruals related to any legal matters.

​

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. As of December 31, 2023, the Company has no cash equivalents, available-for-sale securities or equity securities.

​

Concentrations of credit risk with respect to receivables exist due to the limited number of select customers with whom the Company has initial commercial sales arrangements. To mitigate credit risk, the Company performs appropriate evaluation of a prospective customer’s financial condition.

​

At December 31, 2023, one customer comprised approximately 21.5% of the total accounts receivable balance. At December 31, 2022, one customer comprised approximately 24.9% of the total accounts receivable balance.

​

For purposes of assigning a customer to a sale/leaseback transaction completed with a financial institution, the Company considers the end user of the assets to be the ultimate customer. For the year ended December 31, 2023, two customers accounted for 34.3% of total consolidated revenues. For the year ended December 31, 2022, three customers accounted for 51.2% of total consolidated revenues.

​

Guarantee

​

On May 30, 2023, our joint venture, HyVia, entered into a government grant agreement with Bpifrance. As part of the agreement, our wholly-owned subsidiary, Plug Power France, was required to issue a guarantee to Bpifrance in the amount of €20 million through the end of January 2027. Plug Power France is liable to the extent of the guarantee for sums due to Bpifrance from HyVia under the agreement based on the difference between the total amount paid by Bpifrance and the final amount certified by HyVia and Bpifrance. As part of the agreement, there are certain milestones that HyVia is required to meet, and the nonperformance of these milestones or termination of this agreement could result in this guarantee being called upon. As of December 31, 2023, no payments related to this guarantee have been made by the Company and Plug Power France did not record a liability for this guarantee as the likelihood of the guarantee being called upon is remote as of December 31, 2023.

​

Unconditional purchase obligations

​

The Company has entered into certain off–balance sheet commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of supplier arrangements, take or pay contracts and service agreements. For certain vendors, the Company’s unconditional obligation to purchase a minimum quantity of raw materials at an agreed upon price is fixed and determinable; while certain other raw material costs will vary due to product forecasting and future economic conditions.

​

Future payments under non-cancelable unconditional purchase obligations with a remaining term in excess of one year as of December 31, 2023, were as follows (in thousands):

​

​

​

​

​

2024

    

$

42,125

2025

​

​

8,023

2026

​

​

8,023

2027

​

​

2,638

2028

​

​

—

2029 and thereafter

​

​

—

Total

​

​

60,809

​
v3.24.0.1
Segment and Geographic Area Reporting
 12 Months Ended
Dec. 31, 2023
Segment and Geographic Area Reporting  
Segment and Geographic Area Reporting

22. Segment and Geographic Area Reporting

​

Our organization is managed from a sales perspective based on “go-to-market” sales channels, emphasizing shared learning across end-user applications and common supplier/vendor relationships. These sales channels are structured to serve a range of customers for our products and services. As a result of this structure, we concluded that we have one operating and reportable segment — the design, development and sale of hydrogen products and solutions that help customers meet their business goals while decarbonizing their operations. Our chief executive officer was identified as the chief operating decision maker (CODM). All significant operating decisions made by management are largely based upon the analysis of Plug on a total company basis, including assessments related to our incentive compensation plans.

​

The revenue and long-lived assets based on geographic location are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenues

​

Long-Lived Assets

​

​

Year ended December 31,

​

As of December 31,

​

​

2023

​

2022

​

2021

​

2023

​

2022

North America

​

$

751,421

​

$

579,218

​

$

476,246

​

$

1,881,315

​

$

1,209,900

Europe

​

​

112,892

​

​

46,033

​

​

20,814

​

​

122,489

​

​

13,215

Asia

​

​

13,937

​

​

50,498

​

​

718

​

​

—

​

​

—

Other

​

​

13,090

​

​

25,691

​

​

4,564

​

​

884

​

​

—

Total

​

$

891,340

​

$

701,440

​

$

502,342

​

$

2,004,688

​

$

1,223,115

​
v3.24.0.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2023
Related Party Transactions  
Related Party Transactions

23. Related Party Transactions

​

HyVia

​

Our 50/50 joint venture, HyVia, manufactures and sells fuel cell powered electric light commercial vehicles (“FCE-LCVs”) and supplies hydrogen fuel and fueling stations to support the FCE-LCV market, in each case primarily in Europe. For the years ended December 31, 2023 and 2022, we recognized related party total revenue of $13.9 million and $5.2 million, respectively. For the years ended December 31, 2023 and 2022, we had related party outstanding accounts receivable of $2.3 million and $3.4 million, respectively.
v3.24.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2023
Subsequent Events  
Subsequent Events

24. Subsequent Events

​

Common Stock At Market Issuance Sales Agreement

​

On January 17, 2024, the Company entered into the Original ATM Agreement with B. Riley, pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company’s common stock, having an aggregate offering price of up to $1.0 billion. As of February 23, 2024, the Company had offered and sold 77,417,069 shares of common stock having an aggregate offering price of approximately $302.1 million under the Original ATM Agreement. On February 23, 2024, the Company and B. Riley entered into the Amendment to increase the aggregate offering price of shares of the Company’s common stock available for future issuance under the Original ATM Agreement to $1.0 billion. Under the ATM Agreement, for a period of 18 months, the Company has the right at its sole discretion to direct B. Riley to act on a principal basis and purchase directly from the Company up to $11.0 million of shares of its common stock on any trading day and up to $55.0 million of shares in any calendar week. On and after June 1, 2024, so long as the Company’s market capitalization is no less than $1.0 billion, the Maximum Commitment Advance Purchase Amount will remain $11.0 million and the Maximum Commitment Advance Purchase Amount Cap will remain $55.0 million. If the Company’s market capitalization is less than $1.0 billion on and after June 1, 2024, the Maximum Commitment Advance Purchase Amount will be decreased to $10.0 million and the Maximum Commitment Advance Purchase Amount Cap will be decreased to $30.0 million. Through the date of filing of the Annual Report on Form 10-K, the Company issued 77,417,069 shares of common stock at a weighted-average sales price of $3.90 per share for gross proceeds of $302.1 million.
v3.24.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Principles of Consolidation

Principles of Consolidation

​

The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint ventures HyVia, AccionaPlug S.L. and SK Plug Hyverse, and our investment in Clean H2 Infra Fund, using the equity method based on our economic ownership interest and our ability to exercise significant influence over the operating and financial decisions of HyVia, AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund.
Use of Estimates

Use of Estimates

​

The consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including but not limited to those related to revenue recognition, valuation of inventories, goodwill and intangible assets, valuation of long-lived assets, accrual for service loss contracts, operating and finance leases, allowance for doubtful accounts receivable, unbilled revenue, common stock warrants, stock-based compensation, income taxes, and contingencies. We base our estimates and judgments on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about (1) the carrying values of assets and liabilities and (2) the amount of revenue and expenses realized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Leases

Leases

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The Company is a lessee in noncancelable (1) operating leases, primarily related to sale/leaseback transactions with financial institutions for deployment of the Company’s products at certain customer sites, and (2) finance leases. The Company accounts for leases in accordance with Accounting Standards Codification (ASC) Topic 842, Leases (ASC Topic 842), as amended.

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The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease

liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective interest method.

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Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term, and (3) the lease payments.

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●ASC Topic 842 requires a lessee to discount its future lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in its lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate to estimate the discount rate for each lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality, were applied in the determination of the incremental borrowing rate.

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●The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

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●Lease payments included in the measurement of the lease liability comprise fixed payments, and for certain finance leases, the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain at lease commencement to exercise the option.

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The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the right of use asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

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For finance leases, the right of use asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the right of use asset is amortized over the useful life of the underlying asset. Amortization of the right of use asset is recognized and presented separately from interest expense on the lease liability. The Company’s leases do not contain variable lease payments.

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Right of use assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant and Equipment — Overall, to determine whether a right of use asset is impaired, and if so, the amount of the impairment loss to recognize.

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The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right of use asset.

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Operating and finance lease right of use assets are presented separately on the Company’s consolidated balance sheets. The current portions of operating and finance lease liabilities are also presented separately within current liabilities and the long-term portions are presented separately within noncurrent liabilities on the consolidated balance sheets.

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The Company has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term.

Revenue Recognition

Revenue Recognition

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The Company enters into contracts that may contain one or a combination of fuel cell systems and infrastructure, installation, maintenance, spare parts, fuel delivery and other support services. Contracts containing fuel cell systems and related infrastructure may be sold directly to customers or provided to customers under a PPA. The Company also enters into contracts that contain electrolyzer stacks, systems, maintenance, and other support services. Furthermore, the Company enters into contracts related to the sales of cryogenic equipment, liquefaction systems and engineered equipment.

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The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company accrues for anticipated standard warranty costs at the same time that revenue is recognized for the related product, or when circumstances indicate that warranty costs will be incurred, as applicable. Any prepaid amounts would only be refunded to the extent services have not been provided or the fuel cell systems or infrastructure have not been delivered.

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Revenue is measured based on the transaction price specified in a contract with a customer, subject to the allocation of the transaction price to distinct performance obligations as discussed below. The Company recognizes revenue when it satisfies a performance obligation by transferring a product or service to a customer.

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Promises to the customer are separated into performance obligations and are accounted for separately if they are (1) capable of being distinct and (2) distinct in the context of the contract. The Company considers a performance obligation to be distinct if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer and the Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. The Company allocates revenue to each distinct performance obligation based on relative standalone selling prices.

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Payment terms for sales of fuel cells, infrastructure, and service to customers are typically 30 to 90 days from shipment of the goods. Payment terms on electrolyzer systems are typically based on achievement of milestones over the term of the contract with the customer. Sale/leaseback transactions with financial institutions are invoiced and collected upon transaction closing. Service is prepaid upfront in a majority of the arrangements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year.

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The Company has issued to each of Amazon.com NV Investment Holdings LLC and Walmart warrants to purchase shares of the Company’s common stock. The Company presents the provision for common stock warrants within each revenue-related line item on the consolidated statements of operations. This presentation reflects the discount that those common stock warrants represent, and therefore revenue is net of these non-cash charges. The provision of common stock warrants is allocated to the relevant revenue-related line items based upon the expected mix of the revenue for each respective contract. See Note 17, “Warrant Transaction Agreements”, for more details.

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Nature of goods and services

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The following is a description of principal activities from which the Company generates its revenue.

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(b)Sales of equipment, related infrastructure and other

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(j)Sales of fuel cell systems, related infrastructure and equipment

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Revenue from sales of fuel cell systems, related infrastructure, and equipment represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure.

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The Company uses a variety of information sources in determining standalone selling prices for fuel cells systems and the related infrastructure. For GenDrive fuel cells, given the nascent nature of the Company’s market, the Company considers several inputs, including prices from a limited number of standalone sales as well as the Company’s negotiations with customers. The Company also considers its costs to produce fuel cells as well as comparable list prices in estimating standalone selling prices. The Company uses applicable observable evidence from similar products in the market to

determine standalone selling prices for GenSure stationary backup power units and hydrogen fueling infrastructure. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. The allocated transaction price related to fuel cell systems and spare parts is recognized as revenue at a point in time which usually occurs upon delivery (and occasionally at time of shipment). Revenue on hydrogen infrastructure installations is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon customer acceptance of the hydrogen infrastructure. The Company uses an input method to determine the amount of revenue to recognize during each reporting period when such revenue is recognized over time, based on the costs incurred to satisfy the performance obligation.

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(ii) Sales of electrolyzer systems and solutions

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Revenue from sales of electrolyzer systems and solutions represents sales of electrolyzer stacks and systems used to generate hydrogen for various applications including mobility, ammonia production, methanol production, power to gas, and other uses.

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The Company uses a variety of information sources in determining standalone selling prices for electrolyzer systems solutions. Electrolyzer stacks are typically sold on a standalone basis and the standalone selling price is the contractual price with the customer. The Company uses an adjusted market assessment approach to determine the standalone selling price of electrolyzer systems when sold with extended service or other equipment. This includes considering both standalone selling prices of the systems by the Company and available information on competitor pricing on similar products. The determination of standalone selling prices of the Company’s performance obligations requires judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Once relative standalone selling prices are determined, the Company proportionately allocates the transaction price to each performance obligation within the customer arrangement based upon standalone selling price. Revenue on electrolyzer systems and stacks is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon title transfer at shipment or delivery to the customer location. In certain instances, control of electrolyzer systems transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. We recognize revenue over time when contract performance results in the creation of a product for which we do not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. In these instances, we use an input measure (cost-to-total cost or percentage-of-completion method) of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.

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Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred.

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(iii) Sales of cryogenic equipment and other

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Revenue from sales of cryogenic equipment represents sales of liquefaction system and other cryogenic equipment such as trailers and mobile storage equipment for the distribution of liquefied hydrogen, oxygen, argon, nitrogen and other cryogenic gases.

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The Company uses a variety of information sources in determining standalone selling prices for liquefaction systems and cryogenic equipment. Liquefaction systems are typically sold on a standalone basis and the standalone selling price is the contractual price with the customer. The Company uses an adjusted market assessment approach to determine the standalone selling price of liquefaction systems when sold with other equipment. This includes considering both standalone selling prices of the systems by the Company and available information on competitor pricing on similar products. The determination of standalone selling prices of the Company’s performance obligation requires judgment, including periodic assessment of pricing approaches and available observable evidence in the market. Revenue on liquefaction systems is generally recognized over time. Control transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied. We recognize revenue over time when contract performance results in the creation of a product for which we don’t not have an alternative use and the contract includes

an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. In these instances, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.

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Revenue on cryogenic equipment is generally recognized at the point at which transfer of control passes to the customer, which usually occurs upon title transfer at shipment or delivery to the customer location.

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Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related costs of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred.

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(b) Services performed on fuel cell systems and related infrastructure

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Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. The Company uses an adjusted market assessment approach to determine standalone selling prices for services. This approach considers market conditions and constraints while maximizing the use of available observable inputs obtained from a limited number of historical standalone service renewal prices and negotiations with customers. The transaction price allocated to services as discussed above is generally recognized as revenue over time on a straight-line basis over the expected service period, as customers simultaneously receive and consume the benefits of routine, recurring maintenance performed throughout the contract period.

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In substantially all of its transactions, the Company sells extended maintenance contracts that generally provide for a five-to-ten-year service period from the date of product installation in exchange for an up-front payment. Services include monitoring, technical support, maintenance and related services. These services are accounted for as a separate performance obligation, and accordingly, revenue generated from these transactions, subject to the proportional allocation of transaction price, is deferred and recognized as revenue over the term of the contract, generally on a straight-line basis. Additionally, the Company may enter into annual service and extended maintenance contracts that are billed monthly. Revenue generated from these transactions is recognized as revenue on a straight-line basis over the term of the contract. Costs are recognized as incurred over the term of the contract. When costs are projected to exceed revenues over the life of the extended maintenance contract, an accrual for loss contracts is recorded. Costs are estimated based upon historical experience and consider the estimated impact of the Company’s cost reduction initiatives, if any. The actual results may differ from these estimates. See “Extended Maintenance Contracts” below.

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Extended maintenance contracts generally do not contain customer renewal options. Upon expiration, customers may either negotiate a contract extension or switch to purchasing spare parts and maintaining the fuel cell systems on their own.

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(c)

Power purchase agreements

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Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution.

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Revenue associated with these agreements is recognized on a straight-line basis over the life of the agreements as the customers simultaneously receive and consume the benefits from the Company’s performance of the services. The customers receive services ratably over the contract term.

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In conjunction with entering into a PPA with a customer, the Company may enter into a separate transaction with third-party financial institutions in which the Company receives proceeds from the sale/leaseback transactions of the equipment and the sale of future service revenue. The proceeds from the financial institution are allocated between the sale of equipment and the sale of future service revenue based on the relative standalone selling prices of equipment and service. The proceeds allocated to the sale of future services are recognized as finance obligations. The proceeds allocated to the sale of the equipment are evaluated to determine if the transaction meets the criteria for sale/leaseback accounting. To meet the sale/leaseback criteria, control of the equipment must transfer to the financial institution, which requires among other criteria the leaseback to meet the criteria for an operating lease and the Company must not have a right to repurchase the equipment (unless specific criteria are met). These transactions typically meet the criteria for sale/leaseback

accounting and accordingly, the Company recognizes revenue on the sale of the equipment, and separately recognizes the leaseback obligations.

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The Company recognizes an operating lease liability for the equipment leaseback obligation based on the present value of the future payments to the financial institutions that are attributed to the equipment leaseback. The discount rate used to determine the lease liability is the Company’s incremental borrowing rate. The Company also records a right of use asset which is amortized over the term of the leaseback. Rental expense is recognized on a straight-line basis over the life of the leaseback and is included as a cost of power purchase agreements revenue on the consolidated statements of operations.

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Certain of the Company’s transactions with financial institutions do not meet the criteria for sale/leaseback accounting and accordingly, no equipment sale is recognized. All proceeds from these transactions are accounted for as finance obligations. The right of use assets related to these transactions are classified as equipment related to the PPAs and fuel delivered to the customers, net in the consolidated balance sheets. The Company uses its transaction-date incremental borrowing rate as the interest rate for its finance obligations that arise from these transactions. No additional adjustments to the incremental borrowing rate have been deemed necessary for the finance obligations that have resulted from the failed sale/leaseback transactions.

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In determining whether the sales of fuel cells and other equipment to financial institutions meet the requirements for revenue recognition under sale/leaseback accounting, the Company, as lessee, determines the classification of the lease. The Company estimates certain key inputs to the associated calculations such as: 1) discount rate used to determine the present value of future lease payments, 2) fair value of the fuel cells and equipment, and 3) useful life of the underlying asset(s):

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●ASC Topic 842 requires a lessee to discount its future lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in its leases because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate to estimate the discount rate for each lease. Adjustments that considered the Company’s actual borrowing rate, inclusive of securitization, as well as borrowing rates for companies of similar credit quality were applied in the determination of the incremental borrowing rate.

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●In order for the lease to be classified as an operating lease, the present value of the future lease payments cannot exceed 90% of the fair value of the leased assets. The Company estimates the fair value of the lease assets using the sales prices.

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●In order for a lease to be classified as an operating lease, the lease term cannot exceed 75% (major part) of the estimated useful life of the leased asset. The average estimated useful life of the fuel cells is 10 years, and the average estimated useful life of the hydrogen infrastructure is 20 years. These estimated useful lives are compared to the term of each lease to determine the appropriate lease classification.

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(d)

Fuel delivered to customers and related equipment

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Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated at our hydrogen production plant. The stand-alone selling price is not estimated because it is sold separately and therefore directly observable.

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The Company purchases hydrogen fuel from suppliers in most cases (and sometimes produces hydrogen onsite) and sells to its customers. Revenue and cost of revenue related to this fuel is recorded as dispensed and is included in the respective fuel delivered to customers and related equipment lines on the consolidated statements of operations.

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(e)

Other revenue

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Other revenue includes payments received for technical services that include engineering services, program management services, procurement services and operations, testing and validation services with HyVia. The scope of these

services includes mutually agreed upon services as may be requested from time to time by HyVia. Other revenue also includes sales of electrolyzer engineering and design services. The scope of these services includes establishing and defining project technical requirements, standards and guidelines as well as assistance in scoping and scheduling of large-scale electrolyzer solutions.

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Contract costs

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The Company expects that incremental commission fees paid to employees as a result of obtaining sales contracts are recoverable and therefore the Company capitalizes them as contract costs.

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Capitalized commission fees are amortized on a straight-line basis over the period of time which the transfer of goods or services to which the assets relate occur, typically ranging from five to ten years. Amortization of the capitalized commission fees is included in selling, general and administrative expenses.

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The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general and administrative expenses. Capitalized contract costs at December 31, 2023 and 2022 were $0.8 million and $0.6 million, respectively.
Cash and cash equivalents

Cash and cash equivalents

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For purposes of the consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate the fair value of cash and cash equivalents. The Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits.
Restricted cash

Restricted cash

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Restricted cash consists primarily of cash that serves as support for leasing arrangements. Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included in other long-term assets. Otherwise, restricted cash is included in other current assets in the consolidated balance sheets.

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Available-for-sale securities

Available-for-sale securities

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Available-for-sale securities is comprised of U.S. Treasury securities, certificates of deposit and corporate bonds, with original maturities greater than three months. We consider these securities to be available for use in our current operations, and therefore classify them as current even if we do not dispose of the securities in the following year.

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Available-for-sale securities are recorded at fair value as of each balance sheet date. As of each balance sheet date, unrealized gains and losses, with the exception of credit related losses, are recorded to accumulated other comprehensive income/(loss). Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to the statement of operations. Realized gains and losses are due to the sale and maturity of securities classified as available-for-sale and includes the loss from accumulated other comprehensive loss reclassifications for previously unrealized losses on available-for-sale debt securities.

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As of December 31, 2023, the Company has no investments classified as available-for-sale.
Equity securities

Equity securities

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Equity securities are comprised of fixed income and equity market index mutual funds. Equity securities are valued at fair value with changes in the fair value recognized in our consolidated statements of operations. We consider

these securities to be available for use in our current year operations, and therefore classify them as current even if we do not dispose of the securities in the following year.

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As of December 31, 2023, the Company has no investments classified as equity securities.

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Investments in non-consolidated entities and non-marketable equity securities

Investments in non-consolidated entities and non-marketable equity securities

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The Company accounts for its investments in non-consolidated entities, such as HyVia, AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund, as equity method investments.

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Included in “Investments in non-consolidated entities and non-marketable equity securities” on the consolidated balance sheet are equity investments without readily determinable fair values (“non-marketable equity securities”). Non-marketable equity securities that do not qualify for equity method accounting are measured at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for the identical or similar investments of the same issuer. Our investment in non-marketable equity securities was $5.6 million and $8.8 million as of December 31, 2023 and 2022, respectively.

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The Company sells goods and services to related parties, including its equity method investees, which are conducted at arm’s length in the normal course of business. Transactions involving services do not result in assets remaining on the books of the investee, and therefore no profit elimination is recorded in accordance with ASC Subtopic 323-10-35, Equity Method and Joint Ventures. Transactions involving inventory are evaluated if the assets remain on the books of the investee or if they have been sold to a third party – intra-entity profits are eliminated for transactions in which assets remain on the books of the investee.
Common stock warrant accounting

Common stock warrant accounting

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The Company accounts for common stock warrants as either derivative liabilities or as equity instruments depending on the specific terms of the respective warrant agreements. Common stock warrants that meet certain applicable requirements of ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and other related guidance, including the ability of the Company to settle the warrants without the issuance of registered shares or the absence of rights of the grantee to require cash settlement, are accounted for as equity instruments. The Company classifies these equity instruments within additional paid-in capital on the consolidated balance sheets.

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Common stock warrants accounted for as equity instruments represent the warrants issued to Amazon and Walmart as discussed in Note 17, “Warrant Transaction Agreements”. The Company adopted FASB ASU 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which requires entities to measure and classify share-based payment awards granted to a customer.

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In order to calculate warrant charges, the Company used the Black-Scholes pricing model, which required key inputs including volatility and risk-free interest rate and certain unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company estimated the fair value of unvested warrants, considered to be probable of vesting, at the time. Based on that estimated fair value, the Company determined warrant charges, which are recorded as a reduction of revenue in the consolidated statement of operations.

Accounts receivable

Accounts receivable

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Accounts receivable are stated at the amount billed or billable to customers and are ordinarily due between 30 and 90 days after the issuance of the invoice. Receivables are reserved or written off based on individual credit evaluation and specific circumstances of the customer. The allowance for expected credit losses for current accounts receivable is based primarily on past collections experience relative to the length of time receivables are past due; however, when available evidence reasonably supports an assumption that counterparty credit risk over the expected payment period will differ from current and historical payment collections, a forecasting adjustment will be reflected in the allowance for expected credit losses. The allowance for doubtful accounts and related receivable are reduced when the amount is deemed uncollectible. As of December 31, 2023, and 2022, the allowance for doubtful accounts was $8.8 million and $43 thousand, respectively.
Inventory

Inventory

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Inventories are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. All inventory, including spare parts inventory held at service locations, is not relieved until the customer has received the product, at which time the customer obtains control of the goods. We maintain inventory levels adequate for our short-term needs within the next twelve months based upon present levels of production. An allowance for potential non-saleable inventory due to damaged, excess stock or obsolescence is based upon a detailed review of inventory, past history, and expected usage. The Company's estimate of the reserves utilizes certain inputs and involves judgment. The Company evaluates excess and obsolescence and lower of cost or net realizable value inventory reserves on a quarterly basis and, as necessary, reserves inventory based upon a variety of factors, including historical usage, forecasted usage and sales, product obsolescence, anticipated selling price, and anticipated cost to complete to determine product margin and other factors. We review all contracts related to product lines with projected negative margins that are arranged to be sold at a loss in the future as the basis for a lower of cost or net realizable value adjustment.

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Property, plant and equipment

Property, plant and equipment

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Property, plant and equipment are originally recorded at cost or, if acquired as part of a business combination, at fair value. Maintenance and repairs are expensed as costs are incurred. Depreciation on plant and equipment is calculated on the straight-line method over the estimated useful lives of the assets. Gains and losses resulting from the sale of property and equipment are recorded in current operations. Included within machinery and equipment is certain equipment related to our hydrogen plants. The Company records depreciation and amortization over the following estimated useful lives:

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Building and leasehold improvements

    

10 – 30 years

Machinery and equipment

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2 – 30 years

Software

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1 – 5 years

Hydrogen production plants

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30 years

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Equipment related to PPAs and fuel delivered to customers

Equipment related to PPAs and fuel delivered to customers

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Equipment related to PPAs and fuel delivered to customers primarily consists of the assets deployed related to PPAs and sites where we deliver fuel to customers as well as equipment related to failed sale/leaseback transactions. Equipment is depreciated over its useful life. Depreciation expense is recorded on a straight-line basis and is included in cost of revenue for PPAs or cost of fuel delivered to customers, respectively, in the consolidated statements of operations.
Impairment

Impairment

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Contract assets

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During the fourth quarter of 2023, there was a contract asset impairment charge of $2.4 million related to our assessment of recoverability of a customer contract. There was no such impairment charge for the year ended December 31, 2022.

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Other current assets

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During the second quarter of 2023, there was an other current asset impairment charge of $9.7 million related to the termination of a commercial agreement. There was no such impairment charge for the year ended December 31, 2022.

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Property, equipment, leasehold improvements, and finite-lived intangible assets

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Long-lived assets, such as property, equipment, leasehold improvements, and finite-lived intangible assets, are reviewed for impairment whenever events and circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment

is recognized to the extent that the carrying amount exceeds its fair value. In making these determinations, the Company uses certain assumptions, including, but not limited to: (i) estimated fair value of the assets; and (ii) estimated, undiscounted future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service, the asset will be used in the Company’s operations, and (iii) estimated residual values. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

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There was impairment of $3.1 million and $0.8 million of property, equipment, leasehold improvements, or finite-lived intangible assets during the years ended December 31, 2023 and 2022, respectively.

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PPA Executory Contract Considerations

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We evaluate PPA assets on a quarterly basis to identify events or changes in circumstances (“triggering events”) that indicate the carrying value of certain assets may not be recoverable. PPA assets that we evaluate include right of use lease assets, equipment deployed to our PPAs, and assets related primarily to our fuel delivery business.

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Upon the occurrence of a triggering event, PPA assets are evaluated on a per-site basis to determine if the carrying amounts are recoverable. The determination of recoverability is made based upon the estimated undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups. For operating assets, the Company has generally determined that the lowest level of identifiable cash flows is based on the customer sites. The assets related primarily to our fuel delivery business are considered to be their own asset group. The cash flows are estimated based on the remaining useful life of the primary asset within the asset group.

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For assets related to our PPA agreements, we consider all underlying cash inflows related to our contract revenues and cash outflows relating to the costs incurred to service the PPAs. Our cash flow estimates used in the recoverability test, are based upon, among other things, historical results adjusted to reflect our best estimate of future cash flows and operating performance. Development of future cash flows also requires us to make assumptions and to apply judgment, including timing of future expected cash flows, future cost savings initiatives, and determining recovery values. Changes to our key assumptions related to future performance and other economic and market factors could adversely affect the outcome of our recoverability tests and cause more asset groups to be tested for impairment.

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If the estimated undiscounted future net cash flows for a given asset group are less than the carrying amount of the related asset group, an impairment loss is determined by comparing the estimated fair value with the carrying amount of the asset group. The impairment loss is then allocated to the assets in the asset group based on the asset’s relative carrying amounts. However, assets are not impaired below their then estimated fair values. Fair value is generally determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as well as year-over-year trends in pricing of our new equipment and overall evaluation of our industry and market, as considered necessary. The Company considers these indicators with certain of its own internal indices and metrics in determining fair value in light of the nascent state of the Company’s market and industry. The estimate of fair value represents our best estimates of these factors and is subject to variability. Changes to our key assumptions related to future performance and other economic and market factors could adversely affect our impairment evaluation.

​

In 2023, the Company has determined that the assets deployed for certain PPA arrangements, as well as certain assets related to the delivery of fuel to customers, are not recoverable based on the undiscounted estimated future cash flows of the asset group, and an expense of $4.8 million was recorded to impairment on the income statement. As the PPA arrangements are considered to be executory contracts and there is no specific accounting guidance that permits loss recognition for these revenue contracts, the Company has not recognized a provision for the expected future losses under these revenue arrangements. The Company expects that it will recognize future service losses for these arrangements as it continues its efforts to reduce costs of delivering the maintenance component of these arrangements. The Company has estimated total future revenues and costs for these types of arrangements based on existing contracts and leverage of the related assets. For the future estimates, the Company used service cost estimates for extended maintenance contracts and customer warrant provisions at rates consistent with experience to date. The terms for the underlying estimates vary but the average residual term on the existing contracts is four years.
Intangible assets

Intangible assets

​

Intangible assets consist of acquired technology, customer relationships, trade name and other finite intangibles and are amortized using a straight-line method over their useful lives. Additionally, the intangible assets are reviewed for impairment when certain triggering events occur.
Extended maintenance contracts

Extended maintenance contracts

​

On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems and related infrastructure that has been sold. We measure loss accruals at the customer contract level. The expected revenues and expenses for these contracts include all applicable expected costs of providing services over the remaining term of the contracts and the related unearned net revenue. A loss is recognized if the sum of expected costs of providing services under the contract exceeds related unearned net revenue and is recorded as a provision for loss contracts related to service in the consolidated statements of operations. A key component of these estimates is the expected future service costs. In estimating the expected future service costs, the Company considers its current service cost level and applies judgement related to certain cost saving estimates that have been implemented in the field. The expected future cost savings will be primarily dependent upon the success of the Company’s initiatives related to increasing stack life and achieving better economies of scale on service labor. If the expected cost saving initiatives are not realized, this will increase the costs of providing services and could adversely affect our estimated contract loss accrual. Further, as we continue to work to improve quality and reliability; however, unanticipated additional quality issues or warranty claims may arise and additional material charges may be incurred in the future. These quality issues could also adversely affect our contract loss accrual. The Company has undertaken and will soon undertake several other initiatives to extend the life and improve the reliability of its equipment. As a result of these initiatives and our additional expectation that the increase in certain costs will abate, the Company believes that its contract loss accrual is sufficient. However, if elevated service costs persist, the Company will adjust its estimated future service costs and increase its contract loss accrual estimate.

​

The following table shows the roll forward of balances in the accrual for loss contracts, including changes due to the provision for loss accrual, releases to service cost of sales, provision for warrants and foreign currency translation adjustment (in thousands):

​

​

​

​

​

​

​

​

Year ended

​

Year ended

​

December 31, 2023

  

December 31, 2022

Beginning balance

$

81,066

​

$

89,773

Provision for loss accrual

​

85,375

​

​

23,295

Releases to service cost of sales

​

(29,713)

​

​

(35,446)

Increase to loss accrual related to customer warrants

​

971

​

​

3,506

Foreign currency translation adjustment

​

154

​

​

(62)

Ending balance

$

137,853

​

$

81,066

​

The Company increased its provision for loss accrual to $137.9 million for the year ended December 31, 2023 due to continued cost and inflationary increases of labor, parts and related overhead coupled with the timing of the remaining period of service required. As a result, the Company increased its estimated projected costs to service existing fuel cell systems and the related infrastructure.

​
Goodwill

Goodwill

​

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company reviews goodwill for impairment at least annually.

​

In accordance with ASC 350, Intangibles — Goodwill and Other, we test goodwill for impairment on an annual basis on October 31 and between annual tests if indicators of potential impairment exist. The impairment test compares the fair value of the reporting units to their carrying amounts to assess whether impairment exists. We have reviewed the provisions of ASC 350-20 with respect to the criteria necessary to evaluate the number of reporting units that exist. Based

on this review, we have concluded that we have one operating segment and one reporting unit. During the annual impairment review process, the Company has the option to perform a qualitative assessment over relevant events and circumstances to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount or to perform a quantitative assessment. We derive the fair value of our reporting unit using the market approach, which estimates fair value based on the determination of comparable publicly-traded companies and market multiples of revenue and earnings derived from those companies with similar operating and investment characteristics as the reporting unit being valued. The Company compares and reconciles the fair value of the reporting unit to our market capitalization in order to assess the reasonableness of the calculated fair value by reporting unit. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded.

​

The Company performs an impairment review of goodwill on an annual basis at October 31, and when a triggering event is determined to have occurred between annual impairment tests. The Company’s stock price declined below book value during the fourth quarter of 2023. Management believes the decline of the stock price was due primarily to missed projections and reduced liquidity. Based on the results of our annual review, the Company recognized an impairment charge of $249.5 million for the year ended December 31, 2023. The Company’s analyses did not indicate impairment of goodwill for the years ended December 31, 2022 and 2021. See Note 10, “Intangible Assets and Goodwill”, for further information.
Fair value measurements

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.
Income taxes

Income taxes

​

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized.

​

The Company accounts for uncertain tax positions in accordance with FASB ASC No. 740-10-25, Income Taxes-Overall-Recognition. The Company recognizes in its consolidated financial statements the impact of a tax position only if that position is more likely than not to be sustained on audit, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits on the interest expense line and other expense, net line, respectively, in the accompanying consolidated statements of operations.
Foreign currency translation

Foreign currency translation

​

Foreign currency translation adjustments arising from conversion of the Company’s foreign subsidiary’s financial statements to U.S. dollars for reporting purposes are included in accumulated other comprehensive income/(loss) in stockholders’ equity on the consolidated balance sheet. Transaction gains and losses resulting from the effect of exchange rate changes on transactions denominated in currencies other than the functional currency of the Company’s operations give rise to realized foreign currency transaction gains and losses and are included in other expense, net in the consolidated statements of operations.

​
Research and development

Research and development

​

Activities that qualify as research and development under ASC 730 include: (i) laboratory research aimed at discovery of new knowledge; (ii) searching for applications of new research findings or other knowledge; (iii) conceptual formulation and design of possible product or process alternatives; (iv) testing in search for or evaluation of product or process alternatives; (v) modification of the formulation or design of a product or process: (vi) design, construction, and testing of preproduction prototypes and models; (vii) design of tools, jigs, molds, and dies involving new technology; (viii) design, construction, and operation of a pilot plant that is not of a scale economically feasible to the entity for commercial production; (ix) engineering activity required to advance the design of a product to the point that it meets specific functional and economic requirements and is ready for manufacture; and (x) design and development of tools used to facilitate research and development or components of a product or process that are undergoing research and development activities. Costs related to research and development activities by the Company are expensed as incurred.
Stock-based compensation

Stock-based compensation

​

The Company maintains employee stock-based compensation plans, which are described more fully in Note 19, “Employee Benefit Plans”. Stock-based compensation represents the cost related to stock-based awards granted to employees and directors. The Company measures stock-based compensation cost at grant-date, based on the fair value of the award, and recognizes the cost as expense on a straight-line basis over the option’s requisite service period. Forfeitures are recognized as they occur.

​

The Company estimates the fair value of stock-based awards using a Black-Scholes valuation model. Stock-based compensation expense is recorded in cost of revenue associated with sales of fuel cell systems, related infrastructure and equipment, cost of revenue for services performed on fuel cell systems and related infrastructure, research and development expense and selling, general and administrative expenses in the consolidated statements of operations based on the employees’ respective function.

​

Beginning in September 2021, the Company also issued performance stock option awards that include a market condition. The grant date fair value of performance stock options is estimated using a Monte Carlo simulation model and the cost is recognized using the accelerated attribution method.

​

The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based upon the amount of compensation cost recognized and the Company’s statutory tax rate. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company’s income tax return are recorded in the income statement.
Convertible senior notes

Convertible senior notes

​

The Company accounts for its convertible senior notes as a single liability measured at amortized cost. The Company uses the effective interest rate method to amortize the debt issuance costs to interest expense over the respective term of the convertible senior notes.

​
Subsequent Events

Subsequent Events

​

The Company evaluates subsequent events at the date of the balance sheet as well as conditions that arise after the balance sheet date but before the consolidated financial statements are issued. The effects of conditions that existed at

the balance sheet date are recognized in the consolidated financial statements. Events and conditions arising after the balance sheet date but before the consolidated financial statements are issued are evaluated to determine if disclosure is required to keep the consolidated financial statements from being misleading. To the extent such events and conditions exist, if any, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions. See Note 24, “Subsequent Events”.

​
Recent Accounting Pronouncements

Recent Accounting Pronouncements

​

Recently Issued and Not Yet Adopted Accounting Pronouncements

​

In March 2020, ASU 2020-03, Codification Improvements to Financial Instruments, was issued to make various codification improvements to financial instruments to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. This update will be effective at various dates beginning with date of issuance of this ASU. The adoption of this standard will not have a material impact on the Company’s consolidated financial statements.

​

In November 2023, ASU 2023-07, Improvements to Reportable Segment Disclosures, was issued to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. This update will be effective for fiscal years beginning after December 15, 2023. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

​

In December 2023, ASU 2023-09, Improvements to Income Tax Disclosures, was issued to require public business entities to annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, annual disclosures on income taxes paid will be required to be further disaggregated by federal, state, and foreign taxes. This update will be effective for annual periods beginning after December 15, 2024. The adoption of this standard will not have a material impact to our consolidated financial statements. However, we are currently evaluating the impact of this ASU on our income tax disclosures.
v3.24.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Schedule of property plant and equipment useful lives

​

Building and leasehold improvements

    

10 – 30 years

Machinery and equipment

​

2 – 30 years

Software

​

1 – 5 years

Hydrogen production plants

​

30 years
Schedule of accrual for loss contracts

The following table shows the roll forward of balances in the accrual for loss contracts, including changes due to the provision for loss accrual, releases to service cost of sales, provision for warrants and foreign currency translation adjustment (in thousands):

​

​

​

​

​

​

​

​

Year ended

​

Year ended

​

December 31, 2023

  

December 31, 2022

Beginning balance

$

81,066

​

$

89,773

Provision for loss accrual

​

85,375

​

​

23,295

Releases to service cost of sales

​

(29,713)

​

​

(35,446)

Increase to loss accrual related to customer warrants

​

971

​

​

3,506

Foreign currency translation adjustment

​

154

​

​

(62)

Ending balance

$

137,853

​

$

81,066

v3.24.0.1
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2023
Alloy Custom Products, LLC and WesMor Cryogenics, LLC  
Schedule of fair value of consideration paid

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

​

​

​

​

​

Cash

    

$

30,700

Due to Cryogenic Industrial Solutions, LLC

​

​

500

Plug Power Inc. Common Stock

​

​

6,107

Total consideration

​

$

37,307
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired

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

​

​

​

​

​

Cash

    

$

267

Accounts receivable

​

​

5,038

Inventory

​

 

11,120

Prepaid expenses and other assets

​

​

464

Property, plant and equipment

​

​

3,887

Right of use asset

​

​

1,538

Identifiable intangible assets

​

​

13,430

Lease liability

​

​

(1,562)

Accounts payable, accrued expenses and other liabilities

​

​

(3,826)

Deferred revenue

​

​

(6,193)

Total net assets acquired, excluding goodwill

​

$

24,163
Schedule of business combination segment allocation Goodwill associated with the CIS acquisition was calculated as follows (in thousands):

​

​

​

​

​

Consideration paid

    

$

37,307

Less: net assets acquired

​

​

(24,163)

Total goodwill recognized

​

$

13,144
Joule Processing LLC  
Schedule of fair value of consideration paid

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

​

​

​

​

​

Cash

    

$

28,140

Contingent consideration

​

​

41,732

Total consideration

​

$

69,872
Summary of allocation of the purchase price to the estimated fair value of the net assets acquired

The following table summarizes the final allocation of the purchase price to the 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
Schedule of 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
Schedule of unaudited pro forma financial information

​

​

​

​

​

​

​

​

For the year ended

  

For the year ended

​

December 31, 2022

​

December 31, 2021

​

(unaudited)

​

(unaudited)

Revenue

$

701,742

​

$

513,174

Net loss

$

(723,934)

​

$

(460,008)

​
v3.24.0.1
Investments (Tables)
 12 Months Ended
Dec. 31, 2023
Investments  
Schedule of gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale

​

The amortized cost, gross unrealized gains and losses, fair value of those investments classified as available-for-sale, and allowance for credit losses at December 31, 2022 are summarized as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2022

​

Amortized

​

Gross

​

Gross

​

Fair

​

Allowance for

​

Cost

   

Unrealized Gains

   

Unrealized Losses

   

Value

   

Credit Losses

Corporate bonds

$

200,735

​

$

7

​

$

(7,109)

​

$

193,633

​

​

—

U.S. Treasuries

​

1,154,879

​

​

111

​

​

(15,680)

​

​

1,139,310

​

​

—

Total

$

1,355,614

​

$

118

​

$

(22,789)

​

$

1,332,943

​

$

—

​
Schedule of investments classified as equity securities

The cost, gross unrealized gains and losses, and fair value of those investments classified as equity securities at December 31, 2022 are summarized as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2022

​

​

​

​

Gross

​

Gross

​

Fair

​

​

Cost

​

Unrealized Gains

​

Unrealized Losses

​

Value

Fixed income mutual funds

$

70,257

 

$

—

​

$

(2,620)

​

$

67,637

Exchange traded mutual funds

​

75,999

​

​

—

​

​

(8,800)

​

​

67,199

Total

$

146,256

​

$

—

​

$

(11,420)

​

$

134,836
Schedule of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity

A summary of the amortized cost and fair value of investments classified as available-for-sale, by contractual maturity, as of December 31, is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

December 31, 2022

​

​

Amortized

​

Fair

​

​

Amortized

​

Fair

Maturity:

​

Cost

​

Value

​

​

Cost

​

Value

Less than 12 months

$

—

 

$

—

​

$

1,045,120

 

$

1,039,333

12 months or greater

 

—

​

 

—

​

 

310,494

​

 

293,610

Total

$

—

​

$

—

​

$

1,355,614

​

$

1,332,943

​
Summary of investments under the equity method

As of December 31, 2023 and December 31, 2022, the Company accounted for the following investments in the investee’s common stock under the equity method, which are included in the investments in non-consolidated entities and non-marketable equity securities on the consolidated balance sheets (amounts in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2023

​

As of December 31, 2022

​

    

Formation

​

Common Stock

    

Carrying

​

Common Stock

    

Carrying

Investee

​

Date

​

Ownership %

​

Value

​

Ownership %

​

Value

HyVia

​

Q2 2021

​

50%

​

$

(2,068)

​

50%

​

$

11,281

AccionaPlug S.L.

​

Q4 2021

​

50%

​

​

3,198

​

50%

​

​

2,225

Clean H2 Infra Fund

​

Q4 2021

​

5%

​

​

13,357

​

5%

​

​

3,922

SK Plug Hyverse

​

Q1 2022

​

49%

​

​

41,609

​

49%

​

​

8,937

​

​

​

​

​

​

$

56,096

​

​

​

$

26,365
Schedule Of capital commitments

The Company had the following capital commitments related to its equity method investments as of December 31 as follows (in thousands):

​

​

​

​

2024

$

152,672

2025

​

17,300

Total

$

169,972

​
v3.24.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2023
Fair Value Measurements  
Schedule of assets and liabilities measured at fair value on a recurring basis

The following table summarizes the carrying amount and estimated fair value of the Company’s financial instruments at December 31, 2023 and 2022 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2023

​

​

Carrying

​

Fair

​

Fair Value Measurements

​

​

Amount

​

Value

​

Level 1

​

Level 2

​

Level 3

Liabilities

​

​

​

​

​

​

​

​

​

​

Contingent consideration

$

126,216

$

126,216

$

—

$

—

$

126,216

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2022

​

​

Carrying

​

Fair

​

Fair Value Measurements

​

​

Amount

​

Value

​

Level 1

​

Level 2

​

Level 3

Assets

​

​

​

​

​

​

​

​

​

​

Cash equivalents

$

212,577

$

212,577

$

212,577

$

—

$

—

Corporate bonds

​

193,633

​

193,633

​

—

​

193,633

​

—

U.S. Treasuries

​

1,139,310

​

1,139,310

​

1,139,310

​

—

​

—

Equity securities

​

134,836

​

134,836

​

134,836

​

—

​

—

​

​

​

​

​

​

​

​

​

​

​

Liabilities

​

​

​

​

​

​

​

​

​

​

Contingent consideration

​

116,165

​

116,165

​

—

​

—

​

116,165
Schedule of assets and liabilities measured at fair value on a recurring basis that have unobservable inputs

In the audited consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other liabilities financial statement line item, and is comprised of the following unobservable inputs for the year ended December 31, 2023:

​

​

​

​

​

​

​

​

Financial Instrument

    

Fair Value

Valuation Technique

Unobservable Input

Range (weighted average)

Contingent Consideration

​

$

126,216

Scenario based method

Credit spread

13.61%

​

​

​

​

​

Discount rate

17.71% - 19.06%

​

​

​

126,216

​

​

​

​

In the audited consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other liabilities financial statement line item, and is comprised of the following unobservable inputs for the year ended December 31, 2022:

​

​

​

​

​

​

​

​

Financial Instrument

    

Fair Value

Valuation Technique

Unobservable Input

Range (weighted average)

Contingent Consideration

​

$

85,269

Scenario based method

Credit spread

15.73% - 15.74%

​

​

​

​

​

Discount rate

19.85% - 20.68%

​

​

​

11,310

Monte carlo simulation

Credit spread

15.74%

​

​

​

​

​

Discount rate

20.00% - 20.30%

​

​

​

​

​

Revenue volatility

45.29%

​

​

​

19,586

Monte carlo simulation

Credit spread

15.73%

​

​

​

​

​

Revenue volatility

35.7% - 23.1% (35.0%)

​

​

​

​

​

Gross profit volatility

106.7% - 23.2% (60.0%)

​

​

​

116,165

​

​

​
Schedule of activity in the level 3 liabilities

The change in the carrying amount of Level 3 liabilities for the year ended December 31, 2023 was as follows (in thousands):

​

​

​

​

​

​

    

Year Ended

​

​

December 31, 2023

Beginning balance at December 31, 2022

​

$

116,165

Cash payments

​

​

(13,000)

Payment settled in stock

​

​

(8,000)

Fair value adjustments

​

​

30,024

Foreign currency translation adjustment

​

 

1,027

Ending balance at December 31, 2023

​

$

126,216

​
v3.24.0.1
Earnings Per Share (Tables)
 12 Months Ended
Dec. 31, 2023
Earnings Per Share  
Schedule of components of the calculations of basic and diluted earnings per share:

The following table provides the components of the calculations of basic and diluted earnings per share (in thousands, except share amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31,

​

    

2023

    

2022

    

​

2021

​

Numerator:

​

​

​

​

​

​

​

​

​

​

Net loss

​

$

(1,368,833)

​

$

(724,008)

​

$

(459,965)

​

Denominator:

​

​

​

​

​

​

​

​

​

​

Weighted average number of common stock outstanding

​

 

595,468,419

​

 

579,716,708

​

 

558,182,177

​

​
Schedule of potential dilutive common shares

​

​

​

​

​

​

​

​

​

​

At December 31,

​

    

2023

    

2022

 

2021

Stock options outstanding (1)

​

39,261,362

 

27,598,269

​

23,806,909

Restricted stock and restricted stock units outstanding (2)

​

6,732,884

 

6,276,376

​

4,851,873

Common stock warrants (3)

​

78,561,263

​

88,774,725

​

80,017,181

Convertible Senior Notes (4)

​

39,170,766

 

39,170,766

​

39,170,766

Number of dilutive potential shares of common stock

​

163,726,275

 

161,820,136

​

147,846,729

(1)During the years ended December 31, 2023, 2022, and 2021, the Company granted options for 13,254,689, 4,761,724, and 16,502,335 shares of common stock, respectively.

​

(2)During the years ended December 31, 2023, 2022, and 2021, the Company granted 4,131,193, 4,289,682, and 1,894,356, shares of restricted stock and restricted stock units, respectively.

​

(3)In August 2022, the Company issued a warrant to acquire up to 16,000,000 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 17, “Warrant Transaction Agreements”. The warrant had no shares exercised of the Company’s common stock as of December 31, 2023.

​

In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 17, “Warrant Transaction Agreements”. The warrant was exercised with respect to 34,917,912 shares and 24,704,450 shares of the Company’s common stock as of December 31, 2023 and 2022, respectively.

​

In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 17, “Warrant Transaction Agreements”. The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of December 31, 2023 and 2022.

​

(4)In May 2020, the Company issued $212.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes due 2025 (the “3.75% Convertible Senior Notes”). There were no other conversions for the years ended December 31, 2023 and 2022.
v3.24.0.1
Inventory (Tables)
 12 Months Ended
Dec. 31, 2023
Inventory  
Schedule of inventory

Inventory as of December 31, 2023 and 2022, consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

    

December 31,

    

December 31,

​

​

2023

​

2022

Raw materials and supplies - production locations

​

$

564,818

​

$

450,432

Raw materials and supplies - customer locations

​

​

20,751

​

​

18,860

Work-in-process

​

 

149,574

​

 

112,231

Finished goods

​

 

226,110

​

 

64,113

Inventory

​

$

961,253

​

$

645,636
v3.24.0.1
Property, Plant and Equipment (Tables)
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment  
Schedule of Property plant and equipment

Property, plant and equipment at December 31, 2023 and 2022 consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

December 31,

​

December 31,

​

​

2023

​

2022

Land

​

$

6,049

​

$

1,772

Construction in progress

​

​

1,109,896

​

​

575,141

Hydrogen production plants

​

​

77,107

​

​

48,147

Building and leasehold improvements

​

​

95,229

​

​

21,363

Software, machinery, and equipment

​

 

229,352

​

 

121,486

Property, plant and equipment

​

 

1,517,633

​

 

767,909

Less: accumulated depreciation

​

 

(81,456)

​

 

(48,116)

Property, plant and equipment, net

​

$

1,436,177

​

$

719,793
v3.24.0.1
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Tables)
 12 Months Ended
Dec. 31, 2023
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net  
Schedule of equipment related to power purchase agreements and fuel delivered to customers, net

Equipment related to power purchase agreements and fuel delivered to customers, net, at December 31, 2023 and 2022 consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

    

December 31,

    

December 31,

​

​

2023

​

2022

Equipment related to power purchase agreements and fuel delivered to customers

​

$

139,651

​

$

109,683

Less: accumulated depreciation

​

​

(28,390)

​

​

(20,390)

Equipment related to power purchase agreements and fuel delivered to customers, net

​

​

111,261

​

​

89,293
v3.24.0.1
Intangible Assets and Goodwill (Tables)
 12 Months Ended
Dec. 31, 2023
Intangible Assets and Goodwill  
Schedule of Intangible assets

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2023 are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

Gross Carrying

​

Accumulated

​

​

​

​

​

Amortization Period

​

Amount

​

Amortization

​

Total

Acquired technology

 

14 years

 

$

103,060

​

$

(20,204)

​

$

82,856

Dry stack electrolyzer technology

​

10 years

​

​

29,000

​

​

(5,317)

​

​

23,683

Customer relationships, trade name and other

​

13 years

​

 

103,981

​

​

(21,634)

​

​

82,347

​

​

​

​

$

236,041

​

$

(47,155)

​

$

188,886

​

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2022 are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

Gross Carrying

​

Accumulated

​

​

​

​

​

Amortization Period

​

Amount

​

Amortization

​

Total

Acquired technology

 

14 years

​

$

104,221

​

$

(12,754)

​

$

91,467

Dry stack electrolyzer technology

​

10 years

​

​

29,000

​

​

(2,417)

​

​

26,583

Customer relationships, trade name and other

 

13 years

​

 

102,521

​

​

(12,846)

​

 

89,675

​

​

​

​

$

235,742

​

$

(28,017)

​

$

207,725
Schedule of future amortization of intangible assets

​

Estimated amortization expense for subsequent years was as follows (in thousands):

​

​

​

​

​

2024

    

$

18,955

2025

​

​

18,174

2026

​

​

16,564

2027

​

​

16,556

2028

​

​

47,901

2029 and thereafter

​

​

70,736

Total

​

$

188,886
Schedule of changes in the carrying amount of goodwill

The change in the carrying amount of goodwill for the year ended December 31, 2023 was as follows (in thousands):

​

​

​

​

Beginning balance at December 31, 2022

$

248,607

Impairment of goodwill

​

(249,480)

Foreign currency translation adjustment

​

873

Ending balance at December 31, 2023

$

-
v3.24.0.1
Accrued Expenses (Tables)
 12 Months Ended
Dec. 31, 2023
Accrued Expenses  
Schedule of Accrued Expenses

Accrued expenses at December 31, 2023 and 2022 consist of (in thousands):

​

​

​

​

​

​

​

​

​

    

December 31,

    

December 31,

​

​

2023

​

2022

Accrued payroll and compensation related costs

​

$

32,584

​

$

18,231

Accrual for capital expenditures

​

​

83,781

​

​

53,089

Accrued accounts payable

​

​

64,767

​

​

53,899

Accrued sales and other taxes

​

​

17,207

​

​

15,112

Accrued interest

​

​

562

​

​

421

Accrued other

​

​

1,643

​

​

15,678

Total

​

$

200,544

​

$

156,430

​
v3.24.0.1
Operating and Finance Lease Liabilities (Tables)
 12 Months Ended
Dec. 31, 2023
Operating and Finance Lease Liabilities  
Schedule of future minimum lease payments under operating leases

Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of December 31, 2023 were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

   

Finance

   

Total

​

   

Operating Lease

​

Lease

​

Lease

​

​

Liability

​

Liability

​

Liabilities

2024

​

$

99,356

​

$

12,117

​

$

111,473

2025

​

​

94,569

​

 

15,033

​

​

109,602

2026

​

​

85,693

​

 

12,175

​

​

97,868

2027

​

​

71,414

​

 

8,485

​

​

79,899

2028

​

​

49,477

​

​

1,896

​

​

51,373

2029 and thereafter

​

​

145,875

​

​

3,247

​

​

149,122

Total future minimum payments

​

​

546,384

​

 

52,953

​

​

599,337

Less imputed interest

​

​

(190,691)

​

​

(7,379)

​

​

(198,070)

Total

​

$

355,693

​

$

45,574

​

$

401,267

​
Schedule of operating leases other information

​

​

​

​

​

​

​

​

Year ended

  

Year ended

​

December 31, 2023

​

December 31, 2022

Cash payments - operating cash flows (in thousands)

$

91,637

​

$

63,214

Weighted average remaining lease term (years)

​

5.76

​

​

6.52

Weighted average discount rate

​

11.3%

​

​

11.2%

​
v3.24.0.1
Finance Obligation (Tables) - Finance obligation
 12 Months Ended
Dec. 31, 2023
Finance Obligation  
Schedule of future minimum lease payments under finance obligations

Future minimum payments under finance obligations notes above as of December 31, 2023 were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

​

Sale of Future

​

Sale/Leaseback

​

Finance

​

    

Revenue - Debt

    

Financings

    

Obligations

2024

​

$

109,805

​

$

11,133

​

$

120,938

2025

​

​

104,547

​

​

2,229

​

​

106,776

2026

​

​

87,824

​

​

2,229

​

​

90,053

2027

​

​

71,253

​

​

2,229

​

​

73,482

2028

​

​

51,188

​

​

2,015

​

​

53,203

2029 and thereafter

​

​

25,503

​

​

1,131

​

​

26,634

Total future minimum payments

​

​

450,120

​

​

20,966

​

​

471,086

Less imputed interest

​

​

(99,367)

​

​

(3,325)

​

​

(102,692)

Total

​

$

350,753

​

$

17,641

​

$

368,394
Schedule of finance leases other information

​

​

​

​

​

​

​

​

Year ended

​

Year ended

​

December 31, 2023

​

December 31, 2022

Cash payments (in thousands)

$

96,781

​

$

72,377

Weighted average remaining term (years)

​

4.49

​

​

4.84

Weighted average discount rate

​

11.3%

​

​

11.1%
v3.24.0.1
Long-Term Debt (Tables)
 12 Months Ended
Dec. 31, 2023
Long-Term Debt  
Schedule of long term debt

​

​

​

​

December 31, 2024

​

3,357

December 31, 2025

​

1,200

December 31, 2026

​

900

Total outstanding principal

$

5,457

​
v3.24.0.1
Convertible Senior Notes (Tables) - 3.75% Convertible Senior Notes
 12 Months Ended
Dec. 31, 2023
Debt Instrument [Line Items]  
Schedule of net proceeds from the Convertible Senior Notes

​

​

​

​

Principal amount

$

212,463

Less: initial purchasers' discount

​

(6,374)

Less: cost of related capped calls

​

(16,253)

Less: other issuance costs

​

(617)

Net proceeds

$

189,219
Schedule of Convertible Senior Notes

The 3.75% Convertible Senior Notes consisted of the following (in thousands):

​

​

​

​

​

​

​

​

December 31,

​

December 31,

​

2023

​

2022

Principal amounts:

​

​

​

​

​

Principal

$

197,278

​

$

197,278

Unamortized debt issuance costs (1)

​

(2,014)

​

​

(3,359)

Net carrying amount

$

195,264

​

$

193,919

1)Included in the consolidated balance sheets within the 3.75% Convertible Senior Notes, net and amortized over the remaining life of the notes using the effective interest rate method.

​
Schedule of debt

The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes (in thousands, except for effective interest rate):

​

​

​

​

​

​

​

​

​

​

December 31,

​

​

December 31,

​

    

2023

    

​

2022

Interest expense

​

$

7,546

​

$

7,398

Amortization of debt issuance costs

​

​

1,345

​

​

1,286

Total

​

​

8,891

​

​

8,684

Effective interest rate

​

​

4.6%

​

​

4.5%

​
v3.24.0.1
Warrant Transaction Agreements (Tables)
 12 Months Ended
Dec. 31, 2023
2022 Amazon transaction agreement  
Schedule of warranty assumptions

​

​

​

​

​

​

​

   

Tranches 1-3

   

Tranche 4

​

​

August 24, 2022

​

December 31, 2023

Risk-free interest rate

​

3.15%

​

3.78%

Volatility

​

75.00%

​

85.00%

Expected average term (years)

​

7.00

​

4.00

Exercise price

​

$22.98

​

$4.05

Stock price

​

$20.36

​

$4.50

Tranche one of warrants issued with the Walmart Stores Inc transaction agreement  
Schedule of warranty assumptions

​

​

​

​

​

​

​

   

Tranches 1-2

   

Tranche 3

​

​

January 1, 2019

​

October 30, 2023

Risk-free interest rate

​

2.63%

​

4.73%

Volatility

​

95.00%

​

75.00%

Expected average term (years)

​

8.55

​

3.72

Exercise price

​

$2.12

​

$6.28

Stock price

​

$1.24

​

$5.70

​
v3.24.0.1
Revenue (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue  
Schedule of disaggregation of revenue

The following table provides information about disaggregation of revenue (in thousands):

​

​

​

​

​

​

​

​

​

​

​

Major products/services lines

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31,

​

​

2023

​

2022

​

2021

Sales of fuel cell systems

​

$

181,168

​

$

207,691

​

$

225,229

Sales of hydrogen infrastructure

​

​

183,606

​

​

141,528

​

​

135,055

Sales of electrolyzers

​

​

82,611

​

​

28,463

​

​

16,667

Sales of engineered equipment

​

​

32,361

​

​

93,489

​

​

7,571

Services performed on fuel cell systems and related infrastructure

​

​

39,093

​

​

35,280

​

​

26,706

Power purchase agreements

​

​

63,731

​

​

47,183

​

​

35,153

Fuel delivered to customers and related equipment

​

​

66,246

​

​

57,196

​

​

46,917

Sales of cryogenic equipment and other

​

​

231,687

​

​

87,761

​

​

8,255

Other

​

​

10,837

​

​

2,849

​

​

789

Net revenue

​

$

891,340

​

$

701,440

​

$

502,342
Schedule of receivables, contract assets and contract liabilities from contracts with customers

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers (in thousands):

​

​

​

​

​

​

​

​

​

​

December 31,

​

December 31,

​

​

2023

​

2022

Accounts receivable

​

$

243,811

​

$

129,450

Contract assets

​

​

155,989

​

​

104,287

Deferred revenue and contract liabilities

​

​

288,302

​

​

229,898
Schedule of changes in contract assets and the contract liabilities

Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands):

​

​

​

​

​

​

​

​

Contract assets

​

​

​

​

December 31, 2023

​

December 31, 2022

Transferred to receivables from contract assets recognized at the beginning of the period

​

$

(94,860)

​

$

(33,394)

Change in contract assets related to warrants

​

​

14,260

​

​

26,455

Impairment

​

​

(2,375)

​

​

—

Revenue recognized and not billed as of the end of the period

​

​

134,677

​

​

72,469

Net change in contract assets

​

$

51,702

​

$

65,530

​

​

​

​

​

​

​

​

Deferred revenue and contract liabilities

​

​

​

​

December 31, 2023

​

December 31, 2022

Increases due to customer billings, net of amounts recognized as revenue during the period

​

$

151,965

​

$

200,347

Change in contract liabilities related to warrants

​

​

440

​

​

—

Contract liabilities assumed as part of acquisitions

​

​

—

​

​

10,011

Revenue recognized that was included in the contract liability balance as of the beginning of the period

​

​

(94,001)

​

​

(163,550)

Net change in deferred revenue and contract liabilities

​

$

58,404

​

$

46,808
Schedule of Estimated future revenue

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period, including provision for common stock warrants (in thousands):

​

​

​

​

​

​

​

​

​

December 31,

​

Expected recognition

​

​

2023

​

period (years)

Sales of fuel cell systems

​

$

64,954

​

​

1 - 2

Sales of hydrogen installations and other infrastructure

​

​

22,860

​

​

1

Sales of electrolyzers

​

​

301,323

​

​

1 - 2

Sales of engineered equipment

​

​

19,876

​

​

1

Services performed on fuel cell systems and related infrastructure

​

​

123,080

​

​

5 - 10

Power purchase agreements

​

​

435,967

​

​

5 - 10

Fuel delivered to customers and related equipment

​

​

95,444

​

​

5 - 10

Sales of cryogenic equipment and other

​

​

87,927

​

​

1

Total estimated future revenue

​

$

1,151,431

​

​

​

​
v3.24.0.1
Employee Benefit Plans (Tables)
 12 Months Ended
Dec. 31, 2023
Schedule of components and classification of stock-based compensation expense

The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31,

​

2023

​

2022

​

2021

Cost of sales

$

11,079

​

$

7,259

​

$

1,965

Research and development

​

9,532

​

​

6,369

​

​

5,983

Selling, general and administrative

​

129,387

​

​

156,127

​

​

64,443

​

$

149,998

​

$

169,755

​

$

72,391
Nonvested Restricted Stock Shares Activity

A summary of restricted common stock and restricted stock unit activity for the year ended December 31, 2023 is as follows (in thousands except share amounts):

​

​

​

​

​

​

​

​

​

​

​

    

​

​

Weighted

    

Aggregate

​

​

​

​

Average Grant Date

​

Intrinsic

​

​

Shares

​

Fair Value

​

Value

Unvested restricted stock at December 31, 2022

​

6,276,376

​

$

21.56

​

$

77,639

Granted

​

4,131,193

​

​

11.55

​

​

—

Vested

​

(2,851,637)

​

​

20.40

​

​

—

Forfeited

​

(823,048)

​

​

23.60

​

​

—

Unvested restricted stock at December 31, 2023

​

6,732,884

​

$

15.66

​

$

30,298
Service Stock Options Awards  
Assumptions made for the purpose of estimating fair value

​

​

​

​

​

​

​

​

​

    

December 31,

​

December 31,

​

December 31,

​

​

2023

    

2022

​

2021

Expected term of options (years)

​

5

​

5

​

3-5

Risk free interest rate

​

3.40% - 4.69%

​

1.26% - 4.34%

​

0.61% - 1.23%

Volatility

​

80.02% - 92.55%

​

73.38% - 85.97%

​

72.46% - 76.60%
Schedule of Share-based Compensation, Stock Options, Activity

The following table reflects the Service Stock Option activity for the year ended December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

    

Weighted

    

​

​

​

​

​

​

Weighted

​

Average

​

​

​

​

​

​

​

Average

​

Remaining

​

Aggregate

​

​

​

​

Exercise

​

Contractual

​

Intrinsic

​

​

Shares

​

Price

​

Terms

​

Value

Options outstanding at December 31, 2022

​

12,078,269

​

$

14.34

​

​

7.57

​

$

42,835

Options exercisable at December 31, 2022

​

6,661,969

​

​

8.41

​

​

6.40

​

​

42,182

Options unvested at December 31, 2022

​

5,416,300

​

​

21.63

​

​

9.01

​

​

653

Granted

​

6,849,689

​

​

7.08

​

​

—

​

​

—

Exercised

​

(716,581)

​

​

2.25

​

​

—

​

​

—

Forfeited

​

(875,015)

​

​

26.27

​

​

—

​

​

—

Options outstanding at December 31, 2023

​

17,336,362

​

$

11.37

​

​

7.86

​

$

11,391

Options exercisable at December 31, 2023

​

8,288,944

​

​

11.84

​

​

6.18

​

​

7,250

Options unvested at December 31, 2023

​

9,047,418

​

$

10.94

​

​

9.39

​

$

4,141
Performance Stock Option Awards  
Assumptions made for the purpose of estimating fair value

​

​

​

​

​

​

​

​

​

​

​

​

December 31,

​

​

December 31,

​

​

December 31,

​

​

2023

​

​

2022

​

​

2021

Remaining VWAP performance period (years)

​

3

​

​

3

​

​

3

Risk- free interest rate

​

3.60%

​

​

3.10%

​

​

1.12%

Expected volatility

​

75.00%

​

​

75.00%

​

​

70.00%

Closing stock price on grant date

$

7.87

​

$

26.38

​

$

26.92

Schedule of Share-based Compensation, Stock Options, Activity

The following table reflects the Performance Stock Option activity for the year ended December 31, 2023. Solely for the purposes of this table, the number of shares is based on participants earning the maximum number of shares underlying the Performance Stock Options (i.e., 200% of the target number of shares).

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

    

Weighted

    

​

​

​

​

​

​

Weighted

​

Average

​

​

​

​

​

​

​

Average

​

Remaining

​

Aggregate

​

​

​

​

Exercise

​

Contractual

​

Intrinsic

​

​

Shares

​

Price

​

Terms

​

Value

Options outstanding at December 31, 2022

​

15,520,000

​

$

26.87

​

5.81

​

$

—

Options exercisable at December 31, 2022

​

1,391,000

​

​

26.9

​

5.7

​

​

—

Options unvested at December 31, 2022

​

14,129,000

​

​

26.86

​

5.82

​

​

—

Granted

​

6,405,000

​

​

7.87

​

6.38

​

​

—

Exercised

​

—

​

​

—

​

—

​

​

—

Forfeited

​

—

​

​

—

​

—

​

​

—

Options outstanding at December 31, 2023

​

21,925,000

​

$

21.32

​

5.27

​

$

—

Options exercisable at December 31, 2023

​

2,782,000

​

​

26.92

​

4.73

​

​

—

Options unvested at December 31, 2023

​

19,143,000

​

$

20.50

​

5.35

​

$

—

​
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Taxes  
Schedule Components of loss before income taxes and the provision for income taxes

The components of loss before income taxes and the income tax (expense) benefit for the years ended December 31, 2023, 2022, and 2021, by jurisdiction, are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023

​

2022

​

2021

​

    

U.S.

    

Foreign

    

Total

    

U.S.

    

Foreign

    

Total

    

U.S.

    

Foreign

    

Total

Loss before income taxes

 

$

(1,211,796)

​

$

(164,401)

 

$

(1,376,197)

 

$

(697,342)

 

$

(25,827)

 

$

(723,169)

 

$

(466,825)

 

$

(9,337)

 

$

(476,162)

Income tax (expense) benefit

​

​

29

​

​

7,335

​

​

7,364

​

​

868

​

​

(1,707)

​

​

(839)

​

​

16,540

​

​

(343)

​

​

16,197

Net loss

 

$

(1,211,767)

 

$

(157,066)

 

$

(1,368,833)

 

$

(696,474)

 

$

(27,534)

 

$

(724,008)

 

$

(450,285)

 

$

(9,680)

 

$

(459,965)
Schedule of Significant Components of Deferred Income Tax Expense (Benefit)

The significant components of current and deferred income tax expense (benefit) for the years ended December 31, 2023, 2022, and 2021, by jurisdiction, are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023

​

2022

​

2021

​

    

U.S.

    

Foreign

    

Total

    

U.S.

    

Foreign

​

Total

    

U.S.

    

Foreign

    

Total

Current income tax (benefit) expense

​

$

—

​

$

1,170

​

$

1,170

​

$

—

​

$

668

​

$

668

​

$

—

​

$

—

​

$

—

Deferred tax (benefit) expense

​

​

(100,754)

​

​

(2,618)

​

​

(103,372)

​

​

(42,705)

​

​

6,968

​

​

(35,737)

​

​

(51,999)

​

​

1,064

​

​

(50,935)

Net operating loss carryforward generated

​

​

(146,174)

​

​

(17,653)

​

​

(163,827)

​

​

(92,030)

​

​

4,332

​

​

(87,698)

​

​

(105,498)

​

​

(2,038)

​

​

(107,536)

Valuation allowance increase (decrease)

​

​

246,899

​

​

11,766

​

​

258,665

​

​

133,867

​

​

(10,261)

​

​

123,606

​

​

140,957

​

​

1,317

​

​

142,274

Expense (benefit) for income taxes

​

$

(29)

​

​

(7,335)

​

$

(7,364)

​

$

(868)

​

$

1,707

​

$

839

​

$

(16,540)

​

$

343

​

$

(16,197)
Schedule of Effective Income Tax Rate Reconciliation

​

​

​

​

​

​

​

​

​

​

    

2023

    

2022

    

2021

 

U.S. Federal statutory tax rate

​

(21.0)

%  

(21.0)

%  

(21.0)

%  

Deferred state taxes

​

0.0

%  

0.0

%  

(0.6)

%  

Common stock warrant liability

​

0.0

%  

0.0

%  

(6.0)

%  

Section 162M Disallowance

​

0.7

%  

1.9

%  

1.1

%  

Equity Compensation

​

0.4

%  

(0.7)

%  

(4.3)

%  

Provision to return and deferred tax asset adjustments

​

(2.1)

%  

4.6

%  

(1.3)

%

Change in U.S. Federal/Foreign statutory tax rate

​

(0.1)

%  

0.0

%  

0.3

%

Other, net

​

0.6

%  

0.6

%  

(1.5)

%

Impairment of goodwill

​

3.3

%  

0.0

%  

0.0

%

Change in valuation allowance

​

17.7

%  

14.8

%  

29.9

%

​

​

(0.5)

%

0.1

%  

(3.4)

%
Schedule of Deferred Tax Assets and Liabilities The Company has recorded a net deferred tax liability in other non-current liabilities, at December 31, 2023 and 2022 of approximately $3.2 million and $11.5 million, respectively. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S.

​

Foreign

​

Total

​

​

2023

​

2022

​

2023

​

2022

​

2023

​

2022

Deferred revenue

​

​

39,241

​

​

33,172

​

​

142

​

​

137

​

​

39,383

​

​

33,309

Interest expense

​

​

28,126

​

​

31,368

​

​

—

​

​

—

​

​

28,126

​

​

31,368

Other reserves and accruals

​

​

57,265

​

​

26,591

​

​

337

​

​

287

​

​

57,602

​

​

26,878

Tax credit carryforwards

​

​

20,794

​

​

14,949

​

​

—

​

​

—

​

​

20,794

​

​

14,949

Amortization of stock-based compensation

​

​

44,023

​

​

30,217

​

​

—

​

​

—

​

​

44,023

​

​

30,217

Non-compensatory warrants

​

​

2,950

​

​

6,268

​

​

—

​

​

—

​

​

2,950

​

​

6,268

Capitalized research & development expenditures

​

​

82,374

​

​

60,588

​

​

—

​

​

—

​

​

82,374

​

​

60,588

Right of use liability (operating leases)

​

​

41,960

​

​

32,616

​

​

—

​

​

259

​

​

41,960

​

​

32,875

Capital loss carryforwards

​

​

1,763

​

​

—

​

​

—

​

​

—

​

​

1,763

​

​

—

Net operating loss carryforwards

​

​

443,964

​

​

297,790

​

​

25,373

​

​

7,720

​

​

469,337

​

​

305,510

Total deferred tax asset

​

​

762,460

​

​

533,559

​

​

25,852

​

​

8,403

​

​

788,312

​

​

541,962

Valuation allowance

​

​

(676,190)

​

​

(429,291)

​

​

(19,949)

​

​

(8,183)

​

​

(696,139)

​

​

(437,474)

Net deferred tax assets

​

$

86,270

​

$

104,268

​

$

5,903

​

$

220

​

$

92,173

​

$

104,488

Intangible assets

​

​

(27,749)

​

​

(29,731)

​

​

(9,088)

​

​

(9,938)

​

​

(36,837)

​

​

(39,669)

Convertible debt

​

​

—

​

​

(26,989)

​

​

—

​

​

—

​

​

—

​

​

(26,989)

Right of use asset (operating leases)

​

​

(50,632)

​

​

(40,194)

​

​

—

​

​

(260)

​

​

(50,632)

​

​

(40,454)

Property, plant and equipment and right of use assets

​

​

(7,889)

​

​

(7,383)

​

​

—

​

​

(1,500)

​

​

(7,889)

​

​

(8,883)

Deferred tax liability

​

$

(86,270)

​

$

(104,297)

​

$

(9,088)

​

$

(11,699)

​

$

(95,358)

​

$

(115,996)

Net

​

$

—

​

$

(29)

​

$

(3,185)

​

$

(11,479)

​

$

(3,185)

​

$

(11,508)
Schedule of Valuation Allowance A reconciliation of the current year change in valuation allowance is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

    

U.S.

    

Foreign

    

Total

Increase in valuation allowance for current year increase in net operating losses

​

$

177,299

​

​

11,496

​

$

188,795

Increase in valuation allowance for current year net increase in deferred tax assets other than net operating losses

​

​

69,600

​

​

—

​

​

69,600

Increase in valuation allowance due to change in tax rates

​

​

—

​

​

270

​

​

270

Net increase in valuation allowance

​

$

246,899

​

$

11,766

​

$

258,665
v3.24.0.1
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies  
Schedule of unconditional purchase obligations

Future payments under non-cancelable unconditional purchase obligations with a remaining term in excess of one year as of December 31, 2023, were as follows (in thousands):

​

​

​

​

​

2024

    

$

42,125

2025

​

​

8,023

2026

​

​

8,023

2027

​

​

2,638

2028

​

​

—

2029 and thereafter

​

​

—

Total

​

​

60,809

​
v3.24.0.1
Segment and Geographic Area Reporting (Tables)
 12 Months Ended
Dec. 31, 2023
Segment and Geographic Area Reporting  
Schedule of revenue from external customers and long-lived assets, by geographical areas

The revenue and long-lived assets based on geographic location are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenues

​

Long-Lived Assets

​

​

Year ended December 31,

​

As of December 31,

​

​

2023

​

2022

​

2021

​

2023

​

2022

North America

​

$

751,421

​

$

579,218

​

$

476,246

​

$

1,881,315

​

$

1,209,900

Europe

​

​

112,892

​

​

46,033

​

​

20,814

​

​

122,489

​

​

13,215

Asia

​

​

13,937

​

​

50,498

​

​

718

​

​

—

​

​

—

Other

​

​

13,090

​

​

25,691

​

​

4,564

​

​

884

​

​

—

Total

​

$

891,340

​

$

701,440

​

$

502,342

​

$

2,004,688

​

$

1,223,115

​
v3.24.0.1
Nature of Operations - Description Of Business (Details)
 12 Months Ended
Dec. 31, 2023
MWh
T
Dec. 31, 2022
Plug Power LA JV LLC    
Description of Business    
Ownership interest percentage 50.00%  
Clean H2 Infra Fund    
Description of Business    
Ownership interest percentage 5.00% 5.00%
Niloco Hydrogen Holdings LLC    
Description of Business    
Ownership interest percentage 50.00%  
HyVia SAS    
Description of Business    
Ownership interest percentage 50.00% 50.00%
Minimum    
Description of Business    
Construction capacity per day. 15  
Capacity of electrolyzer | MWh 5  
Maximum    
Description of Business    
Construction capacity per day. 30  
Capacity of electrolyzer | MWh 10  
Joint Venture with S K    
Description of Business    
Ownership percentage in joint venture 49.00%  
Hidrogenii    
Description of Business    
Construction capacity per day. 15  
Plug Power France | HyVia SAS    
Description of Business    
Ownership interest percentage 50.00%  
Renault | HyVia SAS    
Description of Business    
Ownership interest percentage 50.00%  
Plug Power Spain    
Description of Business    
Ownership percentage in joint venture 50.00%  
Acciona    
Description of Business    
Ownership percentage in joint venture 50.00%  
SK E&S Co., Ltd. | Joint Venture with S K    
Description of Business    
Ownership percentage in joint venture 51.00%  
v3.24.0.1
Nature of Operations - Liquidity, Capital Resources and Going Concern (Details) - USD ($)
$ in Thousands
 2 Months Ended 12 Months Ended
Feb. 23, 2024
Jan. 17, 2024
Jan. 07, 2024
Feb. 29, 2024
Feb. 28, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jun. 01, 2024
Liquidity and Capital Resources                  
Working Capital           $ 822,200      
Unrestricted cash           135,000      
Restricted cash           1,000,000      
Available-for-sale securities             $ 1,332,943    
Equity securities           0 134,836    
Accumulated deficit           4,489,744 3,120,911    
Net Income (Loss)           (1,368,833) (724,008) $ (459,965)  
Aggregate offering price               2,023,219  
Number of common stock sold         32,200,000        
Net cash used in operating activities           $ 1,106,570 $ 828,623 $ 358,176  
ATM Agreement | Subsequent event                  
Liquidity and Capital Resources                  
Aggregate offering price $ 302,100                
Number of common stock sold 77,417,069     77,417,069          
Period of ATM Agreement     18 months            
ATM Agreement | Subsequent event | R.Bailey [Member]                  
Liquidity and Capital Resources                  
Maximum Commitment Advance Purchase Amount $ 11,000                
Maximum Commitment Advance Purchase Amount Cap $ 55,000                
Market capitalization                 $ 1,000,000
ATM Agreement | Subsequent event | If market capitalization is not less than $1.0 billion | R.Bailey [Member]                  
Liquidity and Capital Resources                  
Maximum Commitment Advance Purchase Amount                 11,000
Maximum Commitment Advance Purchase Amount Cap                 55,000
ATM Agreement | Subsequent event | If market capitalization is less Than $1.0 billion | R.Bailey [Member]                  
Liquidity and Capital Resources                  
Maximum Commitment Advance Purchase Amount                 10,000
Maximum Commitment Advance Purchase Amount Cap                 30,000
Market capitalization                 $ 1,000,000
Minimum | ATM Agreement | Subsequent event                  
Liquidity and Capital Resources                  
Number of common stock sold 77,417,069,000,000                
Maximum | At Market Issuance Sales Agreement | Subsequent event                  
Liquidity and Capital Resources                  
Aggregate offering price   $ 1,000,000              
Maximum | ATM Agreement | Subsequent event                  
Liquidity and Capital Resources                  
Aggregate offering price $ 1,000,000 $ 1,000,000              
v3.24.0.1
Summary of Significant Accounting Policies (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Summary of Significant Accounting Policies    
Contract asset impairment charge $ 2,400 $ 0
Provision for loss accrual $ 137,900  
Operating lease maximum allowed extension percentage 75.00%  
Fair Value $ 0 1,332,943
Equity securities 0 134,836
Investment in non-marketable equity securities $ 5,600 8,800
Minimum number of days after an invoice is issued when accounts receivable is considered due 30 days  
Maximum number of days after an invoice is issued when accounts receivable is considered due 90 days  
Capitalized contract costs $ 800 600
Allowance for doubtful accounts receivable 8,798 43
Goodwill impairment charge 249,480  
Impairment of long-lived assets 3,100 800
Other current asset impairment charge $ 9,700 $ 0
Existing contracts 4 years  
Fuel    
Property, Plant and Equipment    
Estimated useful life 10 years  
Hydrogen infrastructure    
Property, Plant and Equipment    
Estimated useful life 20 years  
Minimum    
Summary of Significant Accounting Policies    
Payment terms for fuel cells and its services 30 days  
Extension period 5 years  
Capitalized commission fees amortization term 5 years  
Maximum    
Summary of Significant Accounting Policies    
Payment terms for fuel cells and its services 90 days  
Extension period 10 years  
Capitalized commission fees amortization term 10 years  
Building and leasehold improvements | Minimum    
Property, Plant and Equipment    
Estimated useful life 10 years  
Building and leasehold improvements | Maximum    
Property, Plant and Equipment    
Estimated useful life 30 years  
Machinery and equipment | Minimum    
Property, Plant and Equipment    
Estimated useful life 2 years  
Machinery and equipment | Maximum    
Property, Plant and Equipment    
Estimated useful life 30 years  
Software | Minimum    
Property, Plant and Equipment    
Estimated useful life 1 year  
Software | Maximum    
Property, Plant and Equipment    
Estimated useful life 5 years  
Hydrogen production plants    
Property, Plant and Equipment    
Estimated useful life 30 years  
v3.24.0.1
Summary of Significant Accounting Policies - Accrual for loss contracts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Accrual for loss contracts    
Beginning balance $ 81,066 $ 89,773
Provision for loss accrual 85,375 23,295
Releases to service cost of sales (29,713) (35,446)
Increase/(decrease) to loss accrual related to customer warrants 971 3,506
Foreign currency translation adjustment 154 (62)
Ending balance $ 137,853 $ 81,066
v3.24.0.1
Acquisitions - Fair value of consideration (Details) - USD ($)
$ in Thousands
Dec. 05, 2022
Jan. 14, 2022
Alloy Custom Products, LLC and WesMor Cryogenics, LLC    
Cash $ 30,700  
Due to Cryogenic Industrial Solutions, LLC 500  
Plug Power Inc. common stock 6,107  
Total consideration $ 37,307  
Joule Processing LLC    
Cash   $ 28,140
Contingent consideration   41,732
Total consideration   $ 69,872
v3.24.0.1
Acquisitions - Allocation of Purchase Price (Details) - USD ($)
$ in Thousands
Dec. 05, 2022
Jan. 14, 2022
Alloy Custom Products, LLC and WesMor Cryogenics, LLC    
Preliminary allocation of the purchase price to the estimated fair value of the net assets acquired    
Cash $ 267  
Accounts receivable 5,038  
Inventory 11,120  
Prepaid expenses and other assets 464  
Property, plant and equipment 3,887  
Right of use asset 1,538  
Identifiable intangible assets 13,430  
Lease liability (1,562)  
Accounts payable, accrued expenses and other liabilities (3,826)  
Deferred revenue (6,193)  
Total net assets acquired, excluding goodwill $ 24,163  
Joule Processing LLC    
Preliminary allocation of the purchase price to the estimated fair value of the net assets acquired    
Current assets   $ 2,672
Property, plant and equipment   493
Right of use asset   182
Identifiable intangible assets   60,522
Lease liability   (374)
Current liabilities   (2,612)
Contract liability   (3,818)
Total net assets acquired, excluding goodwill   $ 57,065
v3.24.0.1
Acquisitions - Goodwill (Details) - USD ($)
$ in Thousands
Dec. 05, 2022
Jan. 14, 2022
Dec. 31, 2023
Dec. 31, 2022
Total goodwill recognized     $ 0 $ 248,607
Alloy Custom Products, LLC and WesMor Cryogenics, LLC        
Consideration paid $ 37,307      
Consideration paid 30,700      
Less: net assets acquired (24,163)      
Total goodwill recognized $ 13,144      
Joule Processing LLC        
Consideration paid   $ 69,872    
Consideration paid   28,140    
Contingent consideration   41,732    
Less: net assets acquired   (57,065)    
Total goodwill recognized   $ 12,807    
v3.24.0.1
Acquisitions - Narratives (Details)
$ in Thousands
 12 Months Ended
Dec. 05, 2022
USD ($)
subsidiary
Jan. 14, 2022
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Change in fair value of contingent consideration     $ 30,024 $ 16,468 $ 11,176
Alloy Custom Products, LLC and WesMor Cryogenics, LLC          
Identifiable intangible assets $ 13,430        
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Customer Relationships          
Identifiable intangible assets $ 7,100        
Estimated useful lives of acquired finite-lived intangible assets 15 years        
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Trade Names          
Identifiable intangible assets $ 6,200        
Estimated useful lives of acquired finite-lived intangible assets 15 years        
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Noncompete Agreements          
Identifiable intangible assets $ 200        
Estimated useful lives of acquired finite-lived intangible assets 5 years        
Alloy Custom Products, LLC and WesMor Cryogenics, LLC | Cyrogenic Industrial Solutions, LLC, Alloy Custom Products, LLC and WesMor Cryogenics, LLC [Member]          
Number of subsidiaries | subsidiary 2        
Revenue     47,700 3,700  
Joule Processing LLC          
Earn-out payments   $ 130,000 41,700    
Achievement of revenue targets   90,000      
Achievement of cost targets   40,000      
Identifiable intangible assets   60,522      
Fair value of contingent consideration     75,500 53,200  
Change in fair value of contingent consideration     $ 22,300    
Revenue       36,800 10,800
Net income       $ 3,600 $ 43
Joule Processing LLC | Developed Technology Rights          
Identifiable intangible assets   $ 59,200      
Estimated useful lives of acquired finite-lived intangible assets   15 years      
Joule Processing LLC | Trade Names          
Identifiable intangible assets   $ 800      
Estimated useful lives of acquired finite-lived intangible assets   4 years      
Joule Processing LLC | Noncompete Agreements          
Identifiable intangible assets   $ 500      
Estimated useful lives of acquired finite-lived intangible assets   6 years      
v3.24.0.1
Acquisitions - Unaudited Pro Forma Results (Details) - Joule Processing LLC - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Revenue $ 701,742 $ 513,174
Net loss $ (723,934) $ (460,008)
v3.24.0.1
Investments - Available-for-sale securities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Debt Securities, Available-for-sale    
Proceeds from sales and maturities of available-for-sale securities $ 1,400,000  
Amortized Cost   $ 1,355,614
Gross Unrealized Gains   118
Gross Unrealized Losses   (22,789)
Fair Value $ 0 1,332,943
Corporate bonds    
Debt Securities, Available-for-sale    
Amortized Cost   200,735
Gross Unrealized Gains   7
Gross Unrealized Losses   (7,109)
Fair Value   193,633
U.S. Treasuries    
Debt Securities, Available-for-sale    
Amortized Cost   1,154,879
Gross Unrealized Gains   111
Gross Unrealized Losses   (15,680)
Fair Value   $ 1,139,310
v3.24.0.1
Investments - Available-for-sale securities, Unrealized Loss (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2021
Dec. 31, 2022
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]      
Fair Value of Investments with Unrealized Losses $ 10,800   $ 0
Proceeds from sales of equity securities 144,250 $ 28,536  
Equity securities $ 0   $ 134,836
v3.24.0.1
Investments - Equity Securities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2023
Debt and Equity Securities, FV-NI [Line Items]    
Cost $ 146,256  
Gross Unrealized Losses (11,420)  
Fair Value 134,836 $ 0
Fixed income mutual funds    
Debt and Equity Securities, FV-NI [Line Items]    
Cost 70,257  
Gross Unrealized Losses (2,620)  
Fair Value 67,637  
Exchange traded mutual funds    
Debt and Equity Securities, FV-NI [Line Items]    
Cost 75,999  
Gross Unrealized Losses (8,800)  
Fair Value $ 67,199  
v3.24.0.1
Investments - Contractual Maturity (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Amortized Cost    
Less than 12 months   $ 1,045,120
12 months or greater   310,494
Amortized Cost   1,355,614
Fair Value    
Less than 12 months   1,039,333
12 months or greater   293,610
Fair Value $ 0 1,332,943
Accrued interest income $ 0 $ 3,000
v3.24.0.1
Investments - Equity Method Investments (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]    
Carrying Value $ 56,096 $ 26,365
HyVia    
Schedule of Equity Method Investments [Line Items]    
Common Stock Ownership % 50.00% 50.00%
Carrying Value $ (2,068) $ 11,281
Payments to acquire equity method investments $ 22,300  
AccionaPlug S.L.    
Schedule of Equity Method Investments [Line Items]    
Common Stock Ownership % 50.00% 50.00%
Carrying Value $ 3,198 $ 2,225
Payments to acquire equity method investments $ 2,600  
Clean H2 Infra Fund    
Schedule of Equity Method Investments [Line Items]    
Common Stock Ownership % 5.00% 5.00%
Carrying Value $ 13,357 $ 3,922
Payments to acquire equity method investments $ 13,100  
SK Plug Hyverse    
Schedule of Equity Method Investments [Line Items]    
Common Stock Ownership % 49.00% 49.00%
Carrying Value $ 41,609 $ 8,937
Payments to acquire equity method investments $ 33,800  
v3.24.0.1
Investments - Capital commitments (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Investments  
2024 $ 152,672
2025 17,300
Total $ 169,972
v3.24.0.1
Fair Value Measurements - Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2023
USD ($)
Fair Value Measurements  
Transfers between Level 1, Level 2, and Level 3 $ 0.0
v3.24.0.1
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jan. 14, 2022
Dec. 31, 2020
Fair Value            
Change in fair value of contingent consideration   $ 30,024 $ 16,468 $ 11,176    
Payments of contingent consideration   10,105 2,667 1,541    
Recurring basis | Level 1 | Cash and cash equivalents            
Fair Value            
Assets, Fair Value     212,577      
Recurring basis | Level 1 | U.S. Treasuries            
Fair Value            
Assets, Fair Value     1,139,310      
Recurring basis | Level 1 | Equity securities            
Fair Value            
Assets, Fair Value     134,836      
Recurring basis | Level 2 | Corporate bonds            
Fair Value            
Assets, Fair Value     193,633      
Recurring basis | Level 3 | Contingent consideration            
Fair Value            
Liabilities, Fair value   126,216 116,165      
Joule Processing LLC            
Fair Value            
Contingent consideration   41,700     $ 130,000  
Change in fair value of contingent consideration   22,300        
Carrying value | Recurring basis | Contingent consideration            
Fair Value            
Liabilities, Fair value   126,216 116,165      
Carrying value | Recurring basis | Cash and cash equivalents            
Fair Value            
Assets, Fair Value     212,577      
Carrying value | Recurring basis | Corporate bonds            
Fair Value            
Assets, Fair Value     193,633      
Carrying value | Recurring basis | U.S. Treasuries            
Fair Value            
Assets, Fair Value     1,139,310      
Carrying value | Recurring basis | Equity securities            
Fair Value            
Assets, Fair Value     134,836      
Fair value | Contingent consideration            
Fair Value            
Payments of contingent consideration $ 19,000          
Fair value | Recurring basis | Contingent consideration            
Fair Value            
Liabilities, Fair value   126,216 116,165      
Fair value | Recurring basis | Cash and cash equivalents            
Fair Value            
Assets, Fair Value     212,577      
Fair value | Recurring basis | Corporate bonds            
Fair Value            
Assets, Fair Value     193,633      
Fair value | Recurring basis | U.S. Treasuries            
Fair Value            
Assets, Fair Value     1,139,310      
Fair value | Recurring basis | Equity securities            
Fair Value            
Assets, Fair Value     134,836      
Fair value | Giner ELX, Inc | Contingent consideration            
Fair Value            
Liabilities, Fair value   18,000 14,500      
Contingent consideration   2,000       $ 16,000
Change in fair value of contingent consideration   5,500        
Fair value | United Hydrogen Group Inc | Contingent consideration            
Fair Value            
Liabilities, Fair value   900 1,500      
Contingent consideration           $ 1,100
Change in fair value of contingent consideration   600        
Fair value | Applied Cryo Technologies Inc | Contingent consideration            
Fair Value            
Liabilities, Fair value   0 15,900      
Contingent consideration   14,000        
Change in fair value of contingent consideration   3,100        
Fair value | Applied Cryo Technologies Inc | Contingent consideration | Maximum            
Fair Value            
Change in fair value of contingent consideration   19,000        
Fair value | Frames Holding B.V. | Contingent consideration            
Fair Value            
Liabilities, Fair value   31,800 $ 31,000      
Contingent consideration       $ 29,100    
Change in fair value of contingent consideration   300        
Foreign Currency Contracts, Liability, Fair Value Disclosure   $ 1,100        
v3.24.0.1
Fair Value Measurements - Assets and liabilities measured at fair value on recurring basis that have unobservable inputs (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Recurring basis | Level 3 | Scenario based method | Credit spread | Business Combination, One        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input 13.61      
Recurring basis | Level 3 | Scenario based method | Credit spread | Business Combination, One | Minimum        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   15.73    
Recurring basis | Level 3 | Scenario based method | Credit spread | Business Combination, One | Maximum        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   15.74    
Recurring basis | Level 3 | Scenario based method | Discount rate | Business Combination, One | Minimum        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input 17.71 19.85    
Recurring basis | Level 3 | Scenario based method | Discount rate | Business Combination, One | Maximum        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input 19.06 20.68    
Recurring basis | Level 3 | Monte carlo simulation | Credit spread | Business Combination, Two        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   15.74    
Recurring basis | Level 3 | Monte carlo simulation | Credit spread | Business Combination, Three        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   15.73    
Recurring basis | Level 3 | Monte carlo simulation | Discount rate | Business Combination, One | Minimum        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   20.00    
Recurring basis | Level 3 | Monte carlo simulation | Discount rate | Business Combination, One | Maximum        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   20.30    
Recurring basis | Level 3 | Monte carlo simulation | Revenue volatility | Business Combination, Two        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   45.29    
Recurring basis | Level 3 | Monte carlo simulation | Revenue volatility | Business Combination, Three | Minimum        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   23.1    
Recurring basis | Level 3 | Monte carlo simulation | Revenue volatility | Business Combination, Three | Maximum        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   35.7    
Recurring basis | Level 3 | Monte carlo simulation | Revenue volatility | Business Combination, Three | Weighted Average        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   (35.0)    
Recurring basis | Level 3 | Monte carlo simulation | Gross profit volatility | Business Combination, Three | Minimum        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   23.2    
Recurring basis | Level 3 | Monte carlo simulation | Gross profit volatility | Business Combination, Three | Maximum        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   106.7    
Recurring basis | Level 3 | Monte carlo simulation | Gross profit volatility | Business Combination, Three | Weighted Average        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration, measurement input   (60.0)    
Fair value | Frames Holding B.V. | Contingent consideration        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent consideration     $ 29,100  
Fair value | Giner ELX, Inc | Contingent consideration        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent consideration $ 2,000     $ 16,000
Fair value | United Hydrogen Group Inc | Contingent consideration        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent consideration       $ 1,100
Fair value | Recurring basis | Level 3        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration 126,216 $ 116,165    
Fair value | Recurring basis | Level 3 | Scenario based method | Business Combination, One        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration   85,269    
Fair value | Recurring basis | Level 3 | Scenario based method | Credit spread | Business Combination, One        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration $ 126,216      
Fair value | Recurring basis | Level 3 | Monte carlo simulation | Business Combination, Two        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration   11,310    
Fair value | Recurring basis | Level 3 | Monte carlo simulation | Business Combination, Three        
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]        
Contingent Consideration   $ 19,586    
v3.24.0.1
Fair Value Measurements - Level 3 Instruments Reconciliation (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Reconciliations of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3)  
Balance at the beginning of the period $ 116,165
Cash payments (13,000)
Payment settled in stock (8,000)
Fair value adjustments $ 30,024
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability
Foreign currency translation adjustment $ 1,027
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Other Comprehensive Income or Comprehensive Income [Extensible Enumeration] Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent
Balance at the end of the period $ 126,216
v3.24.0.1
Earnings Per Share - Basic and Diluted Components (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Numerator:      
Net loss $ (1,368,833) $ (724,008) $ (459,965)
Denominator:      
Weighted average number of common stock outstanding, basic (in shares) 595,468,419 579,716,708 558,182,177
Weighted average number of common stock outstanding, diluted (in shares) 595,468,419 579,716,708 558,182,177
v3.24.0.1
Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Aug. 31, 2022
Aug. 24, 2022
Dec. 31, 2020
May 31, 2020
May 29, 2020
May 18, 2020
Mar. 31, 2018
Jul. 31, 2017
Jul. 20, 2017
Apr. 30, 2017
Apr. 04, 2017
Earnings Per Share                            
Number of dilutive potential common stock 163,726,275 161,820,136 147,846,729                      
3.75% Convertible Senior Notes                            
Earnings Per Share                            
Principal amount $ 197,278 $ 197,278         $ 212,463 $ 12,500 $ 200,000          
Conversion of notes through common stock issuance (in shares) 0 0 3,000,000.0                      
Interest rate (as a percent)     3.75%     3.75% 3.75% 3.75% 3.75% 3.75%        
2022 Amazon transaction agreement                            
Earnings Per Share                            
Shares of common stock that can be purchased from warrants issued (in shares)       16,000,000 16,000,000                  
Warrants Exercised During the Period 0                          
Warrants issued with the Amazon, Inc transaction agreement                            
Earnings Per Share                            
Shares of common stock that can be purchased from warrants issued (in shares)                         55,286,696 55,286,696
Number of warrants exercised (in shares) 34,917,912 24,704,450                        
Warrants issued with the Walmart Stores, Inc transaction agreement                            
Earnings Per Share                            
Shares of common stock that can be purchased from warrants issued (in shares)                     55,286,696 55,286,696    
Number of warrants exercised (in shares) 13,094,217 13,094,217                        
Employee Stock Option [Member]                            
Earnings Per Share                            
Number of dilutive potential common stock 39,261,362 27,598,269 23,806,909                      
Options granted 13,254,689 4,761,724 16,502,335                      
Restricted stock and restricted stock units outstanding                            
Earnings Per Share                            
Number of dilutive potential common stock 6,732,884 6,276,376 4,851,873                      
Options granted 4,131,193 4,289,682 1,894,356                      
Common stock warrants                            
Earnings Per Share                            
Number of dilutive potential common stock 78,561,263 88,774,725 80,017,181                      
Convertible senior notes                            
Earnings Per Share                            
Number of dilutive potential common stock 39,170,766 39,170,766 39,170,766                      
v3.24.0.1
Inventory (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Inventory      
Raw materials and supplies - production locations $ 564,818 $ 450,432  
Raw materials and supplies - customer locations 20,751 18,860  
Work-in-process 149,574 112,231  
Finished goods 226,110 64,113  
Inventory 961,253 645,636  
Reserve for excess and obsolete inventory 85,200 5,400  
Inventory Write-down $ 93,742 $ 1,957 $ 2,158
v3.24.0.1
Property, Plant and Equipment (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
item
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Property, plant and equipment      
Property, plant, and equipment $ 1,517,633 $ 767,909  
Less: accumulated depreciation (81,456) (48,116)  
Property, plant, and equipment, net $ 1,436,177 719,793  
Number of hydrogen production plant | item 4    
Capitalized interest $ 8,200 13,100  
Depreciation expense 33,300 19,000 $ 6,900
Land      
Property, plant and equipment      
Property, plant, and equipment 6,049 1,772  
Construction in progress      
Property, plant and equipment      
Property, plant, and equipment 1,109,896 575,141  
Hydrogen production plants      
Property, plant and equipment      
Property, plant, and equipment 77,107 48,147  
Buildings and Leasehold Improvements      
Property, plant and equipment      
Property, plant, and equipment 95,229 21,363  
Software, machinery, and equipment      
Property, plant and equipment      
Property, plant, and equipment $ 229,352 $ 121,486  
v3.24.0.1
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net - Components (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net    
Equipment related to power purchase agreements and fuel delivered to customers $ 139,651 $ 109,683
Less: accumulated depreciation (28,390) (20,390)
Equipment related to power purchase agreements and fuel delivered to customers, net $ 111,261 $ 89,293
v3.24.0.1
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Lessor, Lease, Description [Line Items]      
Depreciation expense $ 8.0 $ 6.9 $ 7.4
Impairment charge related to the tanks $ 0.2 $ 1.5 10.2
Cost Of Revenue, Fuel Delivered To Customers      
Lessor, Lease, Description [Line Items]      
Termination costs     $ 17.0
Minimum      
Lessor, Lease, Description [Line Items]      
Lease term 1 year 1 year  
Maximum      
Lessor, Lease, Description [Line Items]      
Lease term 10 years 10 years  
v3.24.0.1
Intangible Assets and Goodwill - Gross Carrying Amount (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets    
Gross Carrying Amount $ 236,041 $ 235,742
Accumulated Amortization (47,155) (28,017)
Total 188,886 $ 207,725
Impairment of goodwill $ 249,480  
Acquired technology    
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets    
Weighted Average Amortization Period 14 years 14 years
Gross Carrying Amount $ 103,060 $ 104,221
Accumulated Amortization (20,204) (12,754)
Total $ 82,856 $ 91,467
Dry stack electrolyzer technology    
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets    
Weighted Average Amortization Period 10 years 10 years
Gross Carrying Amount $ 29,000 $ 29,000
Accumulated Amortization (5,317) (2,417)
Total $ 23,683 $ 26,583
Customer relationships trade name and other    
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets    
Weighted Average Amortization Period 13 years 13 years
Gross Carrying Amount $ 103,981 $ 102,521
Accumulated Amortization (21,634) (12,846)
Total $ 82,347 $ 89,675
v3.24.0.1
Intangible Assets and Goodwill - Estimated Amortization Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Intangible Assets and Goodwill      
Amortization of intangible assets $ 19,097 $ 21,195 $ 2,469
Estimated amortization expense      
2024 18,955    
2025 18,174    
2026 16,564    
2027 16,556    
2028 47,901    
2029 and thereafter 70,736    
Total $ 188,886    
v3.24.0.1
Intangible Assets and Goodwill - Carrying Amount of Goodwill (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Goodwill [Roll Forward]  
Goodwill, Beginning Balance $ 248,607
Impairment (249,480)
Foreign currency translation adjustment 873
Goodwill, Ending Balance $ 0
v3.24.0.1
Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Accrued Expenses    
Accrued payroll and compensation related costs $ 32,584 $ 18,231
Accrual for capital expenditures 83,781 53,089
Accrued accounts payable 64,767 53,899
Accrued sales and other taxes 17,207 15,112
Accrued interest 562 421
Accrued other 1,643 15,678
Total $ 200,544 $ 156,430
v3.24.0.1
Operating and Finance Lease Liabilities - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Lessee, Lease, Description      
Rental expense for all operating lease $ 95.0 $ 67.6 $ 38.6
Prepaid rent and security deposit 7.4 5.8  
Finance lease, right-of-use asset, amortization and interest expense 7.5 6.2  
Right of use assets, finance lease 57.3 53.7  
Amortization of right-of-use asset from finance lease 9.0 4.7  
Master Lease Agreement      
Lessee, Lease, Description      
Outstanding obligations lease agreements $ 171.3 $ 159.5  
Minimum      
Lessee, Lease, Description      
Lease Term - as Lessee 1 year    
Maximum      
Lessee, Lease, Description      
Lease Term - as Lessee 7 years    
v3.24.0.1
Operating and Finance Lease Liabilities - Future minimum lease payments under operating and finance leases (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Future minimum lease payments under operating lease  
2024 $ 99,356
2025 94,569
2026 85,693
2027 71,414
2028 49,477
2029 and thereafter 145,875
Total future minimum lease payments 546,384
Less imputed interest (190,691)
Total operating lease, liabilities 355,693
Future minimum lease payments under finance leases  
2024 12,117
2025 15,033
2026 12,175
2027 8,485
2028 1,896
2029 and thereafter 3,247
Total future minimum lease payments 52,953
Less imputed interest (7,379)
Total finance lease liabilities 45,574
Future minimum lease payments under operating and finance leases  
2024 111,473
2025 109,602
2026 97,868
2027 79,899
2028 51,373
2029 and thereafter 149,122
Total future minimum payments 599,337
Less imputed interest (198,070)
Total $ 401,267
v3.24.0.1
Operating and Finance Lease Liabilities - Other information related to the operating leases (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Other information of operating leases    
Cash payments - operating cash flows (in thousands) $ 91,637 $ 63,214
Weighted average remaining lease term (in years) 5 years 9 months 3 days 6 years 6 months 7 days
Weighted average discount rate (as a percent) 11.30% 11.20%
v3.24.0.1
Operating and Finance Lease Liabilities - Other information related to the finance leases (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Other information    
Cash payments - operating cash flows (in thousands) $ 3,059 $ 2,447
Cash payments - financing cash flows (in thousands) $ 8,638 $ 6,586
Weighted average remaining lease term (in years) 3 years 10 months 13 days 3 years 11 months 1 day
Weighted average discount rate (as a percent) 6.80% 6.70%
v3.24.0.1
Finance Obligation - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Finance Obligation      
Finance obligation under sale-leaseback transaction $ 368,394    
Current portion of finance obligation in sale-leaseback transaction 84,031 $ 58,925  
Noncurrent portion of finance obligation in sale-leaseback transaction 284,363 270,315  
Sale of Future Revenue - Debt      
Finance Obligation      
Finance obligation under sale-leaseback transaction 350,753 312,100  
Current portion of finance obligation in sale-leaseback transaction 74,000 55,400  
Noncurrent portion of finance obligation in sale-leaseback transaction 276,800 256,600  
Interest on lease liabilities, finance lease 39,600 29,700 $ 21,000
Sale/Leaseback Financings      
Finance Obligation      
Finance obligation under sale-leaseback transaction 17,641 17,200  
Current portion of finance obligation in sale-leaseback transaction 10,000 3,500  
Noncurrent portion of finance obligation in sale-leaseback transaction $ 7,600 $ 13,700  
v3.24.0.1
Finance Obligation - Future minimum payments under finance obligations (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Future minimum payments under finance obligations    
2024 $ 120,938  
2025 106,776  
2026 90,053  
2027 73,482  
2028 53,203  
2029 and thereafter 26,634  
Total future minimum payments 471,086  
Less imputed interest (102,692)  
Total 368,394  
Sale of Future Revenue - Debt    
Future minimum payments under finance obligations    
2024 109,805  
2025 104,547  
2026 87,824  
2027 71,253  
2028 51,188  
2029 and thereafter 25,503  
Total future minimum payments 450,120  
Less imputed interest (99,367)  
Total 350,753 $ 312,100
Sale/Leaseback Financings    
Future minimum payments under finance obligations    
2024 11,133  
2025 2,229  
2026 2,229  
2027 2,229  
2028 2,015  
2029 and thereafter 1,131  
Total future minimum payments 20,966  
Less imputed interest (3,325)  
Total $ 17,641 $ 17,200
v3.24.0.1
Finance Obligation - Other information (Details) - Finance obligation - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Finance Obligation    
Cash payments (in thousands) $ 96,781 $ 72,377
Weighted average remaining term (in years) 4 years 5 months 26 days 4 years 10 months 2 days
Weighted average discount rate (as a percent) 11.30% 11.10%
v3.24.0.1
Long-Term Debt (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 31, 2022
Dec. 31, 2023
Mar. 31, 2019
Long-Term Debt        
Loss on extinguishment of debt   $ (986)    
Outstanding balance     $ 3,900  
Carrying amount of debt     5,457  
Unamortized debt discount     $ 1,600  
Minimum        
Long-Term Debt        
Effective interest rate (as a percent)     5.60%  
Maximum        
Long-Term Debt        
Effective interest rate (as a percent)     8.30%  
Secured term loan facility | Loan and security agreement        
Long-Term Debt        
Secured term loan amount       $ 100,000
Loss on extinguishment of debt $ (1,000)      
v3.24.0.1
Long-Term Debt - Principal Balance Due (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Principal payments of long term debt  
December 31, 2024 $ 3,357
December 31, 2025 1,200
December 31, 2026 900
Total outstanding principal $ 5,457
v3.24.0.1
Convertible Senior Notes - Narratives (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 2 Months Ended 12 Months Ended
Jan. 07, 2021
shares
May 18, 2020
USD ($)
D
$ / shares
May 31, 2020
USD ($)
Feb. 28, 2021
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2021
USD ($)
shares
Dec. 31, 2020
USD ($)
shares
May 29, 2020
USD ($)
Mar. 31, 2018
USD ($)
Convertible Senior Notes                    
Net proceeds         $ 104,251 $ 122,886 $ 108,925      
Conversion of convertible senior notes to common stock             $ 15,345      
Long-term borrowings         3,900          
Carrying amount of the liability component         $ 5,457          
Gain/(loss) on extinguishment of debt           (986)        
Common stock shares issued | shares       32,200,000            
Minimum                    
Convertible Senior Notes                    
Effective interest rate (as a percent)         5.60%          
Maximum                    
Convertible Senior Notes                    
Effective interest rate (as a percent)         8.30%          
3.75% Convertible Senior Notes                    
Convertible Senior Notes                    
Principal amount   $ 200,000 $ 212,463   $ 197,278 197,278     $ 12,500  
Interest rate (as a percent)   3.75% 3.75%       3.75% 3.75% 3.75% 3.75%
Net proceeds     $ 189,219              
Conversion of convertible senior notes to common stock         $ 0 $ 0        
Conversion of notes through common stock issuance (in shares) | shares         0 0 3,000,000.0      
Conversion of convertible senior notes to common stock             $ 15,200      
Maturity principal amount   $ 1                
Conversion rates for the notes (in shares)   198.6196                
Conversion price, per share | $ / shares   $ 5.03                
Trading days | D   20                
Consecutive trading days | D   30                
Conversion price (as a percent)   130.00%                
Number of business days   5 days                
Number of consecutive trading days   5 days                
Principal amount (as a percent)   98.00%                
Percentage of principal amount to be redeemed   100.00%                
Effective interest rate (as a percent)         4.60% 4.50%        
Transaction costs for issuance   $ 7,000                
Initial purchasers' discount   6,400                
Other issuance costs   $ 600 $ 617              
Fair value of convertible senior notes         $ 213,200          
3.75% Convertible Senior Notes | Minimum                    
Convertible Senior Notes                    
Redemption notice days   1 day                
3.75% Convertible Senior Notes | Maximum                    
Convertible Senior Notes                    
Redemption notice days   3 days                
5.5% Convertible Senior Notes                    
Convertible Senior Notes                    
Principal amount                   $ 100,000
Interest rate (as a percent) 5.50%           5.50% 5.50%   5.50%
Aggregate repurchase of debt               $ 66,300    
Conversion of convertible senior notes to common stock               $ 33,500    
Conversion of notes through common stock issuance (in shares) | shares 69,808             14,600,000    
v3.24.0.1
Convertible Senior Notes - Conversion (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
May 18, 2020
May 31, 2020
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
May 29, 2020
Mar. 31, 2018
Convertible Senior Notes                
Net proceeds     $ 104,251 $ 122,886 $ 108,925      
Conversion of convertible senior notes to common stock         $ 15,345      
3.75% Convertible Senior Notes                
Convertible Senior Notes                
Principal amount $ 200,000 $ 212,463 197,278 197,278     $ 12,500  
Less initial purchasers' discount   (6,374)            
Less initial purchasers' discount (6,400)              
Less cost of related capped calls   (16,253)            
Less other issuance costs $ (600) (617)            
Net proceeds   $ 189,219            
Interest rate (as a percent) 3.75% 3.75%     3.75% 3.75% 3.75% 3.75%
Conversion of convertible senior notes to common stock     $ 0 $ 0        
v3.24.0.1
Convertible Senior Notes - Components (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
May 31, 2020
May 29, 2020
May 18, 2020
Mar. 31, 2018
Convertible Senior Notes                
Unamortized debt discount $ (1,600)              
Net carrying amount 195,264 $ 193,919            
Conversion of convertible senior notes to common stock     $ 15,345          
3.75% Convertible Senior Notes                
Convertible Senior Notes                
Principal amount 197,278 197,278     $ 212,463 $ 12,500 $ 200,000  
Unamortized debt issuance costs (2,014) (3,359)            
Net carrying amount 195,264 193,919            
Interest rate (as a percent)     3.75% 3.75% 3.75% 3.75% 3.75% 3.75%
Conversion of convertible senior notes to common stock $ 0 $ 0            
v3.24.0.1
Convertible Senior Notes - Expenses and Interest (Details) - 3.75% Convertible Senior Notes - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Convertible Senior Notes    
Interest expense $ 7,546 $ 7,398
Amortization of debt issuance costs 1,345 1,286
Total $ 8,891 $ 8,684
Effective interest rate (as a percent) 4.60% 4.50%
v3.24.0.1
Convertible Senior Notes - Capped Call and Common Stock Forward (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 2 Months Ended 12 Months Ended
Jan. 07, 2021
May 18, 2020
Mar. 31, 2018
Feb. 28, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
May 31, 2020
May 29, 2020
Capped Call and Common Stock Forward                    
Conversion of convertible senior notes to common stock             $ 15,345      
Common stock shares issued       32,200,000            
Common Stock Forward                    
Capped Call and Common Stock Forward                    
Conversion of notes through common stock issuance (in shares)     14,397,906   0 0        
3.75% Convertible Senior Notes                    
Capped Call and Common Stock Forward                    
Principal amount   $ 200,000     $ 197,278 $ 197,278     $ 212,463 $ 12,500
Interest rate (as a percent)   3.75% 3.75%       3.75% 3.75% 3.75% 3.75%
Conversion of convertible senior notes to common stock         $ 0 $ 0        
Conversion of notes through common stock issuance (in shares)         0 0 3,000,000.0      
Convertible senior notes         $ 213,200          
Percentage of principal amount to be redeemed   100.00%                
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                    
Principal amount     $ 100,000              
Interest rate (as a percent) 5.50%   5.50%       5.50% 5.50%    
Aggregate repurchase of debt               $ 66,300    
Conversion of convertible senior notes to common stock               $ 33,500    
Conversion of notes through common stock issuance (in shares) 69,808             14,600,000    
v3.24.0.1
Stockholders' Equity - Common Stock and Warrants (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 2 Months Ended 12 Months Ended
Feb. 28, 2021
USD ($)
$ / shares
shares
Jan. 31, 2021
USD ($)
$ / shares
Feb. 28, 2021
$ / shares
shares
Dec. 31, 2023
item
$ / shares
shares
Dec. 31, 2021
USD ($)
Dec. 31, 2017
shares
Dec. 31, 2022
shares
Aug. 31, 2022
shares
Aug. 24, 2022
shares
Stockholders' equity                  
Preferred stock, Shares authorized       5,000,000,000,000          
Preferred stock, par value | $ / shares       $ 0.01          
Net proceeds from shares of common stock sold | $         $ 3,587,833        
Number of votes per share | item       1          
Common stock shares issued     32,200,000            
Common stock, shares issued       625,305,025     608,421,785    
Series A Junior Participating Cumulative Preferred Stock                  
Stockholders' equity                  
Common Stock Shares, Outstanding       0     0    
SK Holdings Co LTD                  
Stockholders' equity                  
Net proceeds from shares of common stock sold | $ $ 1,600,000                
Common stock, shares issued 54,966,188   54,966,188            
Per share price of shares of common stock | $ / shares $ 29.2893   $ 29.2893            
Public Offerings                  
Stockholders' equity                  
Net proceeds from shares of common stock sold | $ $ 2,000,000 $ 2,000,000              
Share price (in dollars per share) | $ / shares $ 65.00 $ 65.00 $ 65.00            
2022 Amazon transaction agreement                  
Stockholders' equity                  
Shares of common stock that can be purchased from warrants issued (in shares)               16,000,000 16,000,000
Class of Warrant or Right Issued       2,000,000          
Maximum | Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017                  
Stockholders' equity                  
Class of Warrant or Right Issued           110,573,392      
Series A Junior Participating Cumulative Preferred Stock                  
Stockholders' equity                  
Preferred stock, Shares authorized       170,000          
Undesignated preferred stock                  
Stockholders' equity                  
Preferred stock, Shares authorized       4,830,000          
v3.24.0.1
Stockholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accumulated other comprehensive income(loss)      
Amounts reclassified from accumulated other comprehensive income(loss) $ 12.8 $ 0.0 $ 0.0
Gains and Losses on Available-For-Sale Securities      
Accumulated other comprehensive income(loss)      
Net current-period other comprehensive income 9.9 20.0 2.7
Foreign Currency Items      
Accumulated other comprehensive income(loss)      
Net current-period other comprehensive income $ 3.5 $ 4.5 $ 1.3
v3.24.0.1
Warrant Transaction Agreements - Amazon.com, Inc. Transaction Agreement (Details)
$ in Thousands
 12 Months Ended
Aug. 24, 2022
USD ($)
$ / shares
D
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2021
USD ($)
Jun. 30, 2023
shares
Aug. 31, 2022
shares
Aug. 24, 2020
USD ($)
Apr. 30, 2017
shares
Apr. 04, 2017
shares
Class of Warrant or Right [Line Items]                  
Minimum percentage of warrants vested and exercisable automatically   60.00%              
Selling, General and Administrative Expense | $   $ 422,469 $ 363,929 $ 179,852          
(Benefit)/loss on service contracts | $   $ 56,633 $ (8,645) 63,124          
Warrants issued with the Amazon, Inc transaction agreement                  
Class of Warrant or Right [Line Items]                  
Shares of common stock that can be purchased from warrants issued (in shares)               55,286,696 55,286,696
Number of warrants exercised (in shares)   34,917,912 24,704,450            
Warrant shares vested (in shares)   55,286,696 55,286,696            
Warrants issued with the Amazon, Inc transaction agreement | Amazon                  
Class of Warrant or Right [Line Items]                  
Number of warrants exercised (in shares)   34,917,912 24,704,450            
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement                  
Class of Warrant or Right [Line Items]                  
Contract asset | $   $ 19,400              
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement | Amazon                  
Class of Warrant or Right [Line Items]                  
Provision for common stock warrants | $   400 $ 400 $ 500          
Tranche two of warrants issued with the Amazon.com, Inc. Transaction Agreement                  
Class of Warrant or Right [Line Items]                  
Warrant shares vested (in shares)         1,000,000        
Warrant charge capitalized | $             $ 20,400    
Contract asset | $   13,800              
Tranche three of warrants issued with the Amazon.com, Inc. Transaction Agreement                  
Class of Warrant or Right [Line Items]                  
Contract asset | $   5,200              
Tranche Three Of Warrant Issued With Amazon                  
Class of Warrant or Right [Line Items]                  
Contract asset | $   1,000,000              
Warrant Issued With Amazon                  
Class of Warrant or Right [Line Items]                  
Cash payments to be received under agreement | $ $ 2,100,000                
Warrant percentage weighted average share price 90.00%                
Warrant Issued With Amazon | Vesting of First Warrants Shares                  
Class of Warrant or Right [Line Items]                  
Number of warrants exercisable 9,000,000                
Warrant shares vested (in shares) 9,000,000                
Exercise price of warrants (in dollars per share) | $ / shares $ 22.9841                
Fair value of warrants per share | $ / shares $ 20.36                
Warrant Issued With Amazon | Vesting of Remaining Warrants Shares                  
Class of Warrant or Right [Line Items]                  
Warrant shares vested (in shares) 7,000,000                
Warrant Issued With Amazon | Vest in multiple tranches                  
Class of Warrant or Right [Line Items]                  
Shares of common stock that can be purchased from warrants issued (in shares) 15,000,000                
Vesting period 7 years                
Warrant shares vested (in shares) 15,000,000                
2022 Amazon transaction agreement                  
Class of Warrant or Right [Line Items]                  
Shares of common stock that can be purchased from warrants issued (in shares) 16,000,000         16,000,000      
Reduction in revenue | $   $ 4,900 $ 5,200            
Warrant shares vested (in shares) 1,000,000                
Class Of Warrant Or Right Exercisable on Vesting Threshold Trading Days | D 30                
Warrant charge capitalized | $ $ 20,400                
2022 Amazon transaction agreement | Vest immediately upon issuance                  
Class of Warrant or Right [Line Items]                  
Warrant shares vested (in shares) 1,000,000                
2022 Amazon transaction agreement | Tranches 1-3 | Risk free interest rate                  
Class of Warrant or Right [Line Items]                  
Warrants and rights outstanding measurement input 0.0315                
2022 Amazon transaction agreement | Tranches 1-3 | Volatility                  
Class of Warrant or Right [Line Items]                  
Warrants and rights outstanding measurement input 0.7500                
2022 Amazon transaction agreement | Tranches 1-3 | Expected average term                  
Class of Warrant or Right [Line Items]                  
Expected average term 7 years                
2022 Amazon transaction agreement | Tranches 1-3 | Exercise price                  
Class of Warrant or Right [Line Items]                  
Warrants and rights outstanding measurement input | $ / shares 22.98                
2022 Amazon transaction agreement | Tranches 1-3 | Stock price                  
Class of Warrant or Right [Line Items]                  
Warrants and rights outstanding measurement input | $ / shares 20.36                
2022 Amazon transaction agreement | Tranche 4 | Risk free interest rate                  
Class of Warrant or Right [Line Items]                  
Warrants and rights outstanding measurement input   0.0378              
2022 Amazon transaction agreement | Tranche 4 | Volatility                  
Class of Warrant or Right [Line Items]                  
Warrants and rights outstanding measurement input   0.8500              
2022 Amazon transaction agreement | Tranche 4 | Expected average term                  
Class of Warrant or Right [Line Items]                  
Expected average term   4 years              
2022 Amazon transaction agreement | Tranche 4 | Exercise price                  
Class of Warrant or Right [Line Items]                  
Warrants and rights outstanding measurement input | $ / shares   4.05              
2022 Amazon transaction agreement | Tranche 4 | Stock price                  
Class of Warrant or Right [Line Items]                  
Warrants and rights outstanding measurement input | $ / shares   4.50              
v3.24.0.1
Warrant Transaction Agreements - Walmart Stores, Inc. Transaction Agreement (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Oct. 30, 2023
Jan. 01, 2019
Jul. 20, 2017
USD ($)
installment
$ / shares
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2021
USD ($)
Dec. 31, 2020
shares
Jul. 31, 2017
shares
Warrant Transaction Agreements                
Provision compared for common stock warrants       $ 25,028 $ 38,698 $ 6,142    
Warrants issued with the Walmart Stores, Inc transaction agreement                
Warrant Transaction Agreements                
Shares of common stock that can be purchased from warrants issued (in shares) | shares     55,286,696         55,286,696
Reduction in revenue       $ 5,900 $ 7,100 6,100    
Cash payments to be received under agreement     $ 200,000          
Warrant shares vested (in shares) | shares       34,917,912 27,643,347      
Contract asset       $ 2,400        
Number of warrants exercised (in shares) | shares       13,094,217 13,094,217      
Warrants issued with the Walmart Stores, Inc transaction agreement | Risk free interest rate                
Warrant Transaction Agreements                
Warrants and rights outstanding measurement input 0.0473 0.0263            
Warrants issued with the Walmart Stores, Inc transaction agreement | Volatility                
Warrant Transaction Agreements                
Warrants and rights outstanding measurement input 0.7500 0.9500            
Warrants issued with the Walmart Stores, Inc transaction agreement | Exercise price                
Warrant Transaction Agreements                
Warrants and rights outstanding measurement input 0.0628 0.0212            
Warrants issued with the Walmart Stores, Inc transaction agreement | Stock price                
Warrant Transaction Agreements                
Warrants and rights outstanding measurement input 0.0570 0.0124            
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement                
Warrant Transaction Agreements                
Reduction in revenue     $ 10,900          
Warrant shares vested (in shares) | shares             5,819,652  
Exercise price of warrants (in dollars per share) | $ / shares     $ 2.1231          
Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement                
Warrant Transaction Agreements                
Cash payments to be received under agreement     $ 50,000          
Warrant shares vested (in shares) | shares     29,098,260          
Number of installments | installment     4          
Number of shares per installment | shares     7,274,565          
Tranche three of warrants issued with the Walmart Stores, Inc. Transaction Agreement                
Warrant Transaction Agreements                
Shares of common stock that can be purchased from warrants issued (in shares) | shares     20,368,784          
Cash payments to be received under agreement     $ 50,000          
Number of installments | installment     8          
Number of shares per installment | shares     2,546,098          
Exercise price of warrants (in dollars per share) | $ / shares     $ 6.28          
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement                
Warrant Transaction Agreements                
Contract asset       $ 19,400        
Walmart | Expected average term                
Warrant Transaction Agreements                
Expected average term 3 years 8 months 19 days 8 years 6 months 18 days            
Walmart | Warrants issued with the Walmart Stores, Inc transaction agreement                
Warrant Transaction Agreements                
Number of warrants exercised (in shares) | shares       13,094,217 13,094,217      
Amazon | Tranche one of warrants issued with the Amazon.com, Inc transaction agreement                
Warrant Transaction Agreements                
Provision for common stock warrants       $ 400 $ 400 $ 500    
Maximum | Warrants issued with the Walmart Stores, Inc transaction agreement                
Warrant Transaction Agreements                
Cash payments to be received under agreement     $ 600,000          
Maximum | Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement                
Warrant Transaction Agreements                
Cash payments to be received under agreement     200,000          
Maximum | Tranche three of warrants issued with the Walmart Stores, Inc. Transaction Agreement                
Warrant Transaction Agreements                
Cash payments to be received under agreement     $ 400,000          
v3.24.0.1
Revenue - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Revenue      
Net revenue $ 891,340 $ 701,440 $ 502,342
Sales of fuel cell systems      
Revenue      
Net revenue 181,168 207,691 225,229
Sale of hydrogen infrastructure      
Revenue      
Net revenue 183,606 141,528 135,055
Sale of electrolyzers      
Revenue      
Net revenue 82,611 28,463 16,667
Sales of engineered equipment      
Revenue      
Net revenue 32,361 93,489 7,571
Services performed on fuel cell systems and related infrastructure      
Revenue      
Net revenue 39,093 35,280 26,706
Power purchase agreements      
Revenue      
Net revenue 63,731 47,183 35,153
Fuel delivered to customers and related equipment      
Revenue      
Net revenue 66,246 57,196 46,917
Sales of cryogenic equipment and other      
Revenue      
Net revenue 231,687 87,761 8,255
Other      
Revenue      
Net revenue $ 10,837 $ 2,849 $ 789
v3.24.0.1
Revenue - Contract balances (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Revenue    
Accounts receivable $ 243,811 $ 129,450
Contract assets 155,989 104,287
Deferred revenue and contract liabilities $ 288,302 $ 229,898
v3.24.0.1
Revenue - Changes in contract assets and contract liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Contract assets      
Contract asset impairment charge $ 2,400 $ 0  
Net change in contract assets (40,258) (39,515) $ (10,608)
Contract liabilities      
Increases due to cash received, net of amounts recognized as revenue during the period 151,965 200,347  
Change in contract liabilities related to warrants 440    
Contract liabilities assumed as part of acquisitions   10,011  
Revenue recognized that was included in the contract liability balance as of the beginning of the period (94,001) (163,550)  
Net change in deferred revenue and contract liabilities 58,404 46,808  
Sales of fuel cell systems      
Contract assets      
Transferred to receivables from contract assets recognized at the beginning of the period (94,860) (33,394)  
Change in contract assets related to warrants 14,260 26,455  
Contract asset impairment charge (2,375)    
Revenue recognized and not billed as of the end of the period 134,677 72,469  
Net change in contract assets $ 51,702 $ 65,530  
v3.24.0.1
Revenue - Estimated future revenue (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Revenue  
Total estimated future revenue $ 1,151,431
Sales of fuel cell systems  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 1 year
Total estimated future revenue $ 64,954
Sale of hydrogen installations and other infrastructure  
Revenue  
Total estimated future revenue $ 22,860
Sale of electrolyzers  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 1 year
Total estimated future revenue $ 301,323
Sales of engineered equipment  
Revenue  
Total estimated future revenue 19,876
Services performed on fuel cell systems and related infrastructure  
Revenue  
Total estimated future revenue 123,080
Power purchase agreements  
Revenue  
Total estimated future revenue 435,967
Fuel delivered to customers and related equipment  
Revenue  
Total estimated future revenue $ 95,444
Sales of cryogenic equipment and other  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 1 year
Total estimated future revenue $ 87,927
Maximum | Sales of fuel cell systems  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 2 years
Maximum | Sale of electrolyzers  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 2 years
Maximum | Services performed on fuel cell systems and related infrastructure  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 10 years
Maximum | Power purchase agreements  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 10 years
Maximum | Fuel delivered to customers and related equipment  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 10 years
Minimum | Sales of fuel cell systems  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 1 year
Minimum | Sale of electrolyzers  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 1 year
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
Minimum | Fuel delivered to customers and related equipment  
Revenue  
Duration of estimated revenue expected to be recognized in future (in years) 5 years
v3.24.0.1
Employee Benefit Plans - Assumptions For Estimating Fair Value (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Jun. 30, 2023
USD ($)
shares
May 31, 2023
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
May 18, 2023
item
Jul. 31, 2021
shares
May 12, 2011
shares
Employee Benefit Plans                
Compensation cost       $ 169,800 $ 72,400      
Service Stock Options Awards                
Employee Benefit Plans                
Expiration period     10 years          
Compensation cost     $ 31,500 $ 27,500 $ 17,400      
Percentage of performance stock options   0.33%            
Assumptions for estimating fair value                
Expected term of options (years)     5 years 5 years        
Risk Free interest rate, minimum (as a percent)     3.40% 1.26% 0.61%      
Risk Free interest rate, maximum (as a percent)     4.69% 4.34% 1.23%      
Volatility, minimum (as a percent)     80.02% 73.38% 72.46%      
Volatility, maximum (as a percent)     92.55% 85.97% 76.60%      
Dividend Yield     0.00%          
Service Stock Options Awards | Minimum                
Employee Benefit Plans                
Vesting period     1 year          
Assumptions for estimating fair value                
Expected term of options (years)         3 years      
Service Stock Options Awards | Maximum                
Employee Benefit Plans                
Vesting period     3 years          
Assumptions for estimating fair value                
Expected term of options (years)         5 years      
Performance Stock Option Awards                
Employee Benefit Plans                
Options exercisable (as a percent)     200.00%          
Compensation cost     $ 64,000 $ 95,700 $ 27,800      
Percentage of performance stock options     0.33%          
Threshold number of specified trading days     30 days          
Vesting period     3 years          
Stock price hurdles | item           2    
Assumptions for estimating fair value                
Remaining VWAP performance period (years)     3 years 3 years 3 years      
Risk-free interest rate (as a percent):     3.60% 3.10% 1.12%      
Expected volatility (as a percent):     75.00% 75.00% 70.00%      
Closing stock price on grant date | $ / shares     $ 7.87 $ 26.38 $ 26.92      
Performance Stock Option Awards | Share-Based Payment Arrangement, Tranche one                
Employee Benefit Plans                
Percentage of performance stock options   33.33%            
Volume weighted average price | $ / shares   $ 9.84            
Performance Stock Option Awards | Share-Based Payment Arrangement, Tranche Two                
Employee Benefit Plans                
Percentage of performance stock options   33.33%            
Volume weighted average price | $ / shares   $ 11.81            
Performance Stock Option Awards | Share-Based Payment Arrangement, Tranche Three                
Employee Benefit Plans                
Percentage of performance stock options   33.34%            
Volume weighted average price | $ / shares   $ 13.77            
Performance Stock Option Awards | Minimum                
Assumptions for estimating fair value                
Expected term of options (years)       0 years        
Performance Stock Option Awards | Maximum                
Employee Benefit Plans                
Vesting period     7 years          
Assumptions for estimating fair value                
Expected term of options (years)         3 years      
Employees | Service Stock Options Awards                
Employee Benefit Plans                
Expiration period     10 years          
Vesting period     3 years          
Board of Directors | Service Stock Options Awards                
Employee Benefit Plans                
Vesting period     1 year          
the 2011 Plan | Employee Stock Option [Member]                
Employee Benefit Plans                
Maximum number of common stock shares available for issuance | shares               1,000,000
Number of options available for issuance (in shares) | shares             473,491  
2021 Stock Option Incentive Plan | Employee Stock Option [Member]                
Employee Benefit Plans                
Maximum number of common stock shares available for issuance | shares 51,400,000           22,500,000  
Stock Incentive Plan 2011 And 2021                
Employee Benefit Plans                
Compensation cost     $ 149,998 $ 169,755 $ 72,391      
Company's matching contributions $ 12,100              
Cost of sales | Stock Incentive Plan 2011 And 2021                
Employee Benefit Plans                
Compensation cost     11,079 7,259 1,965      
Research and development | Stock Incentive Plan 2011 And 2021                
Employee Benefit Plans                
Compensation cost     9,532 6,369 5,983      
Selling, general and administrative | Stock Incentive Plan 2011 And 2021                
Employee Benefit Plans                
Compensation cost     $ 129,387 $ 156,127 $ 64,443      
v3.24.0.1
Employee Benefit Plans - Stock Activity, Weighted Average Exercise Price (Details)
$ / shares in Units, € in Millions
 1 Months Ended 12 Months Ended
May 12, 2011
shares
May 31, 2023
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2021
EUR (€)
shares
Stock option activity additional disclosures            
Weighted-average grant date fair value of options granted (per share) | $ / shares     $ 4      
Compensation cost | $       $ 169,800,000 $ 72,400,000  
Service Stock Options Awards            
Shares            
Options outstanding, beginning balance (in shares)     12,078,269      
Options exercisable, beginning balance (in shares)     6,661,969      
Options unvested, beginning balance (in shares)     5,416,300      
Granted (in shares)     6,849,689 3,261,724 1,942,335 1,942,335
Exercised (in shares)     (716,581)      
Forfeited (in shares)     (875,015)      
Expired (in shares)   6,405,000        
Options outstanding, end balance (in shares)     17,336,362 12,078,269    
Options exercisable, ending balance (in shares)     8,288,944 6,661,969    
Options unvested, ending balance (in shares)     9,047,418 5,416,300    
Weighted Average Exercise Price            
Options outstanding, beginning balance, weighted-average exercise price | $ / shares     $ 14.34      
Options exercisable, beginning balance, weighted-average exercise price | $ / shares     8.41      
Options unvested, beginning balance, weighted-average exercise price | $ / shares     21.63      
Granted, weighted-average exercise price | $ / shares     7.08      
Exercised, weighted-average exercise price | $ / shares     2.25      
Forfeited, weighted-average exercise price | $ / shares     26.27      
Options outstanding, ending balance, weighted-average exercise price | $ / shares     11.37 $ 14.34    
Options exercisable, ending balance, weighted-average exercise price | $ / shares     11.84 8.41    
Options unvested, ending balance, weighted-average exercise price | $ / shares     $ 10.94 $ 21.63    
Stock option activity additional disclosures            
Options outstanding, weighted-average remaining contractual term     7 years 10 months 9 days 7 years 6 months 25 days    
Options exercisable, weighted-average remaining contractual term     6 years 2 months 4 days 6 years 4 months 24 days    
Options unvested, weighted-average remaining contractual term     9 years 4 months 20 days 9 years 3 days    
Options outstanding, aggregate intrinsic value | $     $ 11,391,000 $ 42,835,000    
Options exercisable, aggregate intrinsic value | $     7,250,000 42,182,000    
Options unvested, aggregate intrinsic value | $     $ 4,141,000 $ 653,000    
Weighted-average grant date fair value of options granted (per share) | $ / shares     $ 4.88 $ 13.39 $ 19.80  
Fair value of stock options that vested during the period | $     $ 33,100,000 $ 22,600,000 $ 11,000,000.0  
Option expected to vest (in shares)     5,661,000      
Compensation cost | $     $ 31,500,000 27,500,000 17,400,000  
Unrecognized compensation cost | $     $ 53,100,000 59,800,000    
Period for recognition     2 years 1 month 6 days      
Intrinsic fair value of options exercised | $     $ 5,300,000 $ 15,100,000 $ 115,500,000  
Options granted     6,849,689 3,261,724 1,942,335 1,942,335
Percentage of performance stock options   0.33%        
Performance Stock Option Awards            
Shares            
Options outstanding, beginning balance (in shares)     15,520,000      
Options exercisable, beginning balance (in shares)     1,391,000      
Options unvested, beginning balance (in shares)     14,129,000      
Granted (in shares)     6,405,000      
Exercised (in shares)     0 0 0 0
Options outstanding, end balance (in shares)     21,925,000 15,520,000    
Options exercisable, ending balance (in shares)     2,782,000 1,391,000    
Options unvested, ending balance (in shares)     19,143,000 14,129,000    
Weighted Average Exercise Price            
Options outstanding, beginning balance, weighted-average exercise price | $ / shares     $ 26.87      
Options exercisable, beginning balance, weighted-average exercise price | $ / shares     26.9      
Options unvested, beginning balance, weighted-average exercise price | $ / shares     26.86      
Granted, weighted-average exercise price | $ / shares     7.87      
Options outstanding, ending balance, weighted-average exercise price | $ / shares     21.32 $ 26.87    
Options exercisable, ending balance, weighted-average exercise price | $ / shares     26.92 26.9    
Options unvested, ending balance, weighted-average exercise price | $ / shares     $ 20.50 $ 26.86    
Stock option activity additional disclosures            
Options outstanding, weighted-average remaining contractual term     5 years 3 months 7 days 5 years 9 months 21 days    
Options granted, weighted-average remaining contractual term     6 years 4 months 17 days      
Options exercisable, weighted-average remaining contractual term     4 years 8 months 23 days 5 years 8 months 12 days    
Options unvested, weighted-average remaining contractual term     5 years 4 months 6 days 5 years 9 months 25 days    
Options unvested, aggregate intrinsic value | $     $ 0      
Weighted-average grant date fair value of options granted (per share) | $ / shares     $ 4 $ 9.73 $ 12.70  
Fair value of stock options that vested during the period     $ 20,800,000 $ 20,800,000   € 0.0
Unvested stock options expected to vest period for calculation of weighted- average exercise price     5 years 11 months 19 days      
Compensation cost | $     $ 64,000,000.0 $ 95,700,000 $ 27,800,000  
Unrecognized compensation cost | $     $ 34,200,000      
Period for recognition     1 year 6 months 18 days      
Options granted     6,405,000      
Percentage of performance stock options     0.33%      
the 2011 Plan | Employee Stock Option [Member]            
Shares            
Granted (in shares) 0          
Stock option activity additional disclosures            
Options granted 0          
v3.24.0.1
Employee Benefit Plans - Restricted Common Stock and Restricted Stock Unit Awards (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Employee Benefit Plans      
Compensation cost   $ 169,800 $ 72,400
Outstanding balance 6,732,884    
Shares      
Granted (in shares) 4,131,193    
Vested (in shares) (2,851,637)    
Forfeited (in shares) (823,048)    
Unvested restricted stock, end balance (in shares) 6,732,884    
Weighted Average Grant Date Fair Value      
Granted, weighted average grant date fair value $ 11.55    
Vested, weighted average grant date fair value 20.40    
Forfeited, weighted average grant date fair value 23.60    
Unvested restricted stock, end balance, weighted average grant date fair value $ 15.66    
Aggregate Intrinsic Value      
Unvested restricted stock, end balance, aggregate intrinsic value $ 30,298    
Restricted stock and restricted stock units outstanding      
Employee Benefit Plans      
Compensation cost 54,500 46,500 27,200
Unrecognized compensation cost $ 84,100 110,300 74,500
Period for recognition 1 year 11 months 26 days    
Fair value of restricted stock units vested $ 58,200 $ 36,700 $ 76,000
Outstanding balance   6,276,376  
Shares      
Unvested restricted stock, beginning balance (in shares) 6,276,376    
Unvested restricted stock, end balance (in shares)   6,276,376  
Weighted Average Grant Date Fair Value      
Unvested restricted stock, beginning balance, weighted average grant date fair value $ 21.56    
Granted, weighted average grant date fair value $ 11.55 $ 20.28 $ 32.35
Unvested restricted stock, end balance, weighted average grant date fair value   $ 21.56  
Aggregate Intrinsic Value      
Unvested restricted stock, beginning balance, aggregate intrinsic value $ 77,639    
Unvested restricted stock, end balance, aggregate intrinsic value   $ 77,639  
Restricted stock and restricted stock units outstanding | Minimum      
Employee Benefit Plans      
Vesting period 1 year    
Restricted stock and restricted stock units outstanding | Maximum      
Employee Benefit Plans      
Vesting period 3 years    
Restricted common units with performance target      
Employee Benefit Plans      
Compensation cost $ 1,100    
Unrecognized compensation cost $ 3,100    
Period for recognition 2 years 6 months 29 days    
Outstanding balance 375,000    
Shares      
Unvested restricted stock, end balance (in shares) 375,000    
v3.24.0.1
Employee Benefit Plans - 401(K) Saving And Retirement Plan (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Non-Employee Benefit Plan Compensation      
Granted (in shares) 4,131,193    
Compensation cost   $ 169,800 $ 72,400
Non Employee Director      
Non-Employee Benefit Plan Compensation      
Granted (in shares) 59,323 21,886 12,258
Compensation cost $ 452 $ 390 $ 372
Savings And Retirement Plan 401 K      
401(K) Savings & Retirement Plan      
Percent of salary employee is permitted to contribute 100.00%    
Vesting period 3 years    
Common stock, shares issued 1,473,662 442,056 90,580
Total expense (including issuance of shares) $ 12,100 $ 9,200 $ 4,300
v3.24.0.1
Income Taxes - Components of Income Tax (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Components of loss before income taxes and income tax (expense) benefit      
Loss before income taxes $ (1,376,197) $ (723,169) $ (476,162)
Income tax benefit/(expense) 7,364 (839) 16,197
Net loss (1,368,833) (724,008) (459,965)
Significant components of current and deferred income tax expense (benefit)      
Current income tax (benefit) expense 1,170 668  
Deferred tax (benefit) expense (103,372) (35,737) (50,935)
Net operating loss carryforward generated (163,827) (87,698) (107,536)
Valuation allowance increase (decrease) 258,665 123,606 142,274
Income tax expense/(benefit) (7,364) 839 (16,197)
U.S.      
Components of loss before income taxes and income tax (expense) benefit      
Loss before income taxes (1,211,796) (697,342) (466,825)
Income tax benefit/(expense) 29 868 16,540
Net loss (1,211,767) (696,474) (450,285)
Significant components of current and deferred income tax expense (benefit)      
Deferred tax (benefit) expense (100,754) (42,705) (51,999)
Net operating loss carryforward generated (146,174) (92,030) (105,498)
Valuation allowance increase (decrease) 246,899 133,867 140,957
Income tax expense/(benefit) (29) (868) (16,540)
Foreign      
Components of loss before income taxes and income tax (expense) benefit      
Loss before income taxes (164,401) (25,827) (9,337)
Income tax benefit/(expense) 7,335 (1,707) (343)
Net loss (157,066) (27,534) (9,680)
Significant components of current and deferred income tax expense (benefit)      
Current income tax (benefit) expense 1,170 668  
Deferred tax (benefit) expense (2,618) 6,968 1,064
Net operating loss carryforward generated (17,653) 4,332 (2,038)
Valuation allowance increase (decrease) 11,766 (10,261) 1,317
Income tax expense/(benefit) $ (7,335) $ 1,707 $ 343
v3.24.0.1
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Effective income tax rate reconciliation      
U.S. Federal statutory tax rate (21.00%) (21.00%) (21.00%)
Deferred state taxes (0.00%) (0.00%) (0.60%)
Common stock warrant liability (0.00%) (0.00%) (6.00%)
Section 162M Disallowance 0.70% 1.90% 1.10%
Equity Compensation 0.40% (0.70%) (4.30%)
Provision to return and deferred tax asset adjustments (2.10%) 4.60% (1.30%)
Change in U.S. Federal/Foreign statutory tax rate (0.10%) (0.00%) 0.30%
Other, net 0.60% 0.60% (1.50%)
Impairment of goodwill 3.30% 0.00% 0.00%
Impairment of goodwill $ 249,480    
Change in valuation allowance 17.70% 14.80% 29.90%
Total effective income tax rate (0.50%) 0.10% (3.40%)
v3.24.0.1
Income Taxes - Deferred Tax Assets And Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Significant components of the Company's deferred tax assets and liabilities    
Deferred revenue $ 39,383 $ 33,309
Interest expense 28,126 31,368
Other reserves and accruals 57,602 26,878
Tax credit carryforwards 20,794 14,949
Amortization of stock-based compensation 44,023 30,217
Non-compensatory warrants 2,950 6,268
Capitalized research & development expenditures 82,374 60,588
Right of use liability (operating leases) 41,960 32,875
Capital loss carryforwards 1,763  
Net operating loss carryforwards 469,337 305,510
Total deferred tax asset 788,312 541,962
Valuation allowance (696,139) (437,474)
Net deferred tax assets 92,173 104,488
Intangible assets (36,837) (39,669)
Convertible debt   (26,989)
Right of use asset (operating leases) (50,632) (40,454)
Property, plant and equipment and right of use assets (7,889) (8,883)
Deferred tax liability (95,358) (115,996)
Net (3,185) (11,508)
U.S.    
Significant components of the Company's deferred tax assets and liabilities    
Deferred revenue 39,241 33,172
Interest expense 28,126 31,368
Other reserves and accruals 57,265 26,591
Tax credit carryforwards 20,794 14,949
Amortization of stock-based compensation 44,023 30,217
Non-compensatory warrants 2,950 6,268
Capitalized research & development expenditures 82,374 60,588
Right of use liability (operating leases) 41,960 32,616
Capital loss carryforwards 1,763  
Net operating loss carryforwards 443,964 297,790
Total deferred tax asset 762,460 533,559
Valuation allowance (676,190) (429,291)
Net deferred tax assets 86,270 104,268
Intangible assets (27,749) (29,731)
Convertible debt   (26,989)
Right of use asset (operating leases) (50,632) (40,194)
Property, plant and equipment and right of use assets (7,889) (7,383)
Deferred tax liability (86,270) (104,297)
Net   (29)
Foreign    
Significant components of the Company's deferred tax assets and liabilities    
Deferred revenue 142 137
Other reserves and accruals 337 287
Right of use liability (operating leases)   259
Net operating loss carryforwards 25,373 7,720
Total deferred tax asset 25,852 8,403
Valuation allowance (19,949) (8,183)
Net deferred tax assets 5,903 220
Intangible assets (9,088) (9,938)
Right of use asset (operating leases)   (260)
Property, plant and equipment and right of use assets   (1,500)
Deferred tax liability (9,088) (11,699)
Net $ (3,185) $ (11,479)
v3.24.0.1
Income Taxes - Change In Valuation Allowance (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Change in valuation allowance      
Increase (decrease) in valuation allowance for current year increase in net operating losses $ 188,795    
Increase (decrease) in valuation allowance for current year net increase in deferred tax assets other than net operating losses 69,600    
Increase (decrease) in valuation allowance due to change in tax rates 270    
Net increase (decrease) in valuation allowance 258,665 $ 123,606 $ 142,274
U.S.      
Change in valuation allowance      
Increase (decrease) in valuation allowance for current year increase in net operating losses 177,299    
Increase (decrease) in valuation allowance for current year net increase in deferred tax assets other than net operating losses 69,600    
Net increase (decrease) in valuation allowance 246,899 133,867 140,957
Foreign      
Change in valuation allowance      
Increase (decrease) in valuation allowance for current year increase in net operating losses 11,496    
Increase (decrease) in valuation allowance due to change in tax rates 270    
Net increase (decrease) in valuation allowance $ 11,766 $ (10,261) $ 1,317
v3.24.0.1
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income taxes    
Pre-change net operating losses that can be used in future years $ 13,500  
Net operating losses post-change years are not subject to limitation 2,200,000  
Amount of net operating loss carryforwards that will expire due to IRC Section 382 limitations 20,700  
Un-repatriated foreign earnings 0  
Deferred tax assets, U.S. net operating loss carryforwards 2,200,000  
Net operating loss carryforwards 469,337 $ 305,510
Restated adjustment    
Income taxes    
Deferred tax assets, U.S. net operating loss carryforwards 2,000,000  
Foreign    
Income taxes    
Net operating loss carryforwards 25,373 $ 7,720
Foreign | French    
Income taxes    
Unused net operating loss carryforwards 67,800  
Foreign | Canada    
Income taxes    
Net operating loss carryforwards 2,400  
Foreign | Netherlands    
Income taxes    
Unused net operating loss carryforwards $ 31,100  
v3.24.0.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
DTAs recorded $ 788,312 $ 541,962
Deferred tax liability in other non-current liabilities 3,200 $ 11,500
Deferred tax asset 39,500  
Netherlands    
DTAs recorded 8,200  
Not require a reserve 6,500  
DTLs recorded $ 9,700  
v3.24.0.1
Commitments and Contingencies - Concentrations of Credit Risk (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
customer
Dec. 31, 2022
USD ($)
customer
Customer Concentration    
Restricted cash $ 573,500 $ 383,700
Letter of credit 370,700 379,600
Letters of credit on sale/leaseback agreements 340,000 354,000
Customs related letters of credit 30,700 25,600
Construction escrow 76,800 75,500
Federal depository insurance coverage 250  
Joule Processing LLC    
Customer Concentration    
Consideration held by paying agent. 1,200  
Alloy Custom Products, LLC and WesMor Cryogenics, LLC    
Customer Concentration    
Consideration held by paying agent. 200  
Collateral Related to Acquisitions | Frames Holding B.V.    
Customer Concentration    
Restricted cash as collateral $ 11,700 $ 10,800
Accounts receivable | Customer concentration | One customers    
Customer Concentration    
Number of customers | customer 1 1
Concentration risk (as a percent) 21.50% 24.90%
Revenues | Customer concentration | Two customers    
Customer Concentration    
Number of customers | customer 2  
Concentration risk (as a percent) 34.30%  
Revenues | Customer concentration | Three customers    
Customer Concentration    
Number of customers | customer   3
Concentration risk (as a percent)   51.20%
v3.24.0.1
Commitments and Contingencies - Purchase Obligations (Details)
$ in Thousands, € in Millions
 12 Months Ended
Dec. 31, 2023
USD ($)
May 30, 2023
EUR (€)
Guarantee    
Amount of guarantee | €   € 20
Payments related to guarantee $ 0  
Unconditional Purchase Obligation    
2024 42,125  
2025 8,023  
2026 8,023  
2027 2,638  
Total $ 60,809  
v3.24.0.1
Segment and Geographic Area Reporting (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
segment
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Segment and Geographic Area Reporting      
Number of operating segments | segment 1    
Number of reportable segments | segment 1    
Revenues $ 891,340 $ 701,440 $ 502,342
Long-Lived Assets 2,004,688 1,223,115  
North America      
Segment and Geographic Area Reporting      
Revenues 751,421 579,218 476,246
Long-Lived Assets 1,881,315 1,209,900  
Europe      
Segment and Geographic Area Reporting      
Revenues 112,892 46,033 20,814
Long-Lived Assets 122,489 13,215  
Asia      
Segment and Geographic Area Reporting      
Revenues 13,937 50,498 718
Other      
Segment and Geographic Area Reporting      
Revenues 13,090 $ 25,691 $ 4,564
Long-Lived Assets $ 884    
v3.24.0.1
Related Party Transactions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Related Party Transactions      
Related party total revenue $ 891,340 $ 701,440 $ 502,342
Outstanding accounts receivable $ 243,811 129,450  
HyVia      
Related Party Transactions      
Ownership percentage in joint venture 50.00%    
Related party total revenue $ 13,900 5,200  
Outstanding accounts receivable $ 2,300 $ 3,400  
v3.24.0.1
Subsequent Events (Details) - USD ($)
$ / shares in Units, $ in Thousands
 2 Months Ended 12 Months Ended
Jun. 01, 2024
Feb. 23, 2024
Jan. 17, 2024
Feb. 29, 2024
Feb. 28, 2021
Dec. 31, 2021
Subsequent Events            
Aggregate offering price           $ 2,023,219
Common stock shares issued         32,200,000  
Sale of common stock           $ 3,587,833
Subsequent event | ATM Agreement            
Subsequent Events            
Aggregate offering price   $ 302,100        
Term Of An Agreement   18 months        
Common stock shares issued   77,417,069   77,417,069    
Weighted-average sales price       $ 3.90    
Sale of common stock       $ 302,100    
Subsequent event | ATM Agreement | Maximum            
Subsequent Events            
Aggregate offering price   $ 1,000,000 $ 1,000,000      
Subsequent event | ATM Agreement | Minimum            
Subsequent Events            
Common stock shares issued   77,417,069,000,000        
Subsequent event | ATM Agreement | Purchase Amount Allowed Per Trading Day [Member]            
Subsequent Events            
Aggregate offering price   $ 11,000        
Subsequent event | ATM Agreement | Purchase Amount Allowed Per Calendar Week [Member]            
Subsequent Events            
Aggregate offering price   $ 55,000        
Subsequent event | ATM Agreement | If Market Capitalization is Not Less Than $1.0 billion [Member]            
Subsequent Events            
Aggregate offering price $ 1,000,000          
Subsequent event | ATM Agreement | If Market Capitalization is Not Less Than $1.0 billion [Member] | Purchase Amount Allowed Per Trading Day [Member]            
Subsequent Events            
Aggregate offering price 11,000          
Subsequent event | ATM Agreement | If Market Capitalization is Not Less Than $1.0 billion [Member] | Purchase Amount Allowed Per Calendar Week [Member]            
Subsequent Events            
Aggregate offering price 55,000          
Subsequent event | ATM Agreement | If Market Capitalization is Less Than $1.0 billion [Member]            
Subsequent Events            
Market Capitalization 1,000,000          
Subsequent event | ATM Agreement | If Market Capitalization is Less Than $1.0 billion [Member] | Purchase Amount Allowed Per Trading Day [Member]            
Subsequent Events            
Aggregate offering price 10,000          
Subsequent event | ATM Agreement | If Market Capitalization is Less Than $1.0 billion [Member] | Purchase Amount Allowed Per Calendar Week [Member]            
Subsequent Events            
Aggregate offering price $ 30,000          
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net Income (Loss) $ (1,368,833) $ (724,008) $ (459,965)
v3.24.0.1
Insider Trading Arrangements - shares
 3 Months Ended
Dec. 31, 2023
Dec. 14, 2023
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Non-Rule 10b5-1 Arrangement Terminated false  
Sanjay K. Shrestha [Member]    
Trading Arrangements, by Individual    
Name Sanjay K. Shrestha  
Title executive officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date December 15, 2023  
Termination Date June 15, 2025  
Aggregate Available 125,000  
Existing Stock Trading Plan, One [Member] | George C. McNamee [Member]    
Trading Arrangements, by Individual    
Name George C. McNamee  
Title Board of Directors  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date true  
Aggregate Available 19,343  
Expiration Date April 14, 2024  
Existing Stock Trading Plan, Two [Member] | Mr. McNamee [Member]    
Trading Arrangements, by Individual    
Name Mr. McNamee  
Rule 10b5-1 Arrangement Adopted true  
Aggregate Available 170,000 120,000
Expiration Date June 15, 2025