Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Document and Entity Information: | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-34392 | |
Entity Registrant Name | PLUG POWER INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-3672377 | |
Entity Address, Address Line One | 968 ALBANY SHAKER ROAD | |
Entity Address, City or Town | LATHAM | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 12110 | |
City Area Code | 518 | |
Local Phone Number | 782-7700 | |
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | PLUG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 742,559,081 | |
Entity Central Index Key | 0001093691 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 172,873 | $ 135,033 |
Restricted cash | 219,616 | 216,552 |
Accounts receivable, net of allowance of $7,351 at March 31, 2024 and $8,798 at December 31, 2023 | 148,822 | 243,811 |
Inventory, net | 975,898 | 961,253 |
Contract assets | 129,994 | 126,248 |
Prepaid expenses and other current assets | 119,370 | 104,068 |
Total current assets | 1,766,573 | 1,786,965 |
Restricted cash | 775,595 | 817,559 |
Property, plant, and equipment, net | 1,453,991 | 1,436,177 |
Right of use assets related to finance leases, net | 56,131 | 57,281 |
Right of use assets related to operating leases, net | 389,201 | 399,969 |
Equipment related to power purchase agreements and fuel delivered to customers, net | 115,109 | 111,261 |
Contract assets | 30,380 | 29,741 |
Intangible assets, net | 183,325 | 188,886 |
Investments in non-consolidated entities and non-marketable equity securities | 66,691 | 63,783 |
Other assets | 10,310 | 11,116 |
Total assets | 4,847,306 | 4,902,738 |
Current liabilities: | ||
Accounts payable | 285,546 | 257,828 |
Accrued expenses | 154,814 | 200,544 |
Deferred revenue and other contract liabilities | 179,902 | 204,139 |
Operating lease liabilities | 65,250 | 63,691 |
Finance lease liabilities | 9,602 | 9,441 |
Finance obligations | 85,175 | 84,031 |
Current portion of long-term debt | 2,786 | 2,716 |
Contingent consideration, loss accrual for service contracts, and other current liabilities | 128,369 | 142,410 |
Total current liabilities | 911,444 | 964,800 |
Deferred revenue and other contract liabilities | 75,900 | 84,163 |
Operating lease liabilities | 278,220 | 292,002 |
Finance lease liabilities | 33,673 | 36,133 |
Finance obligations | 264,610 | 284,363 |
Convertible senior notes, net | 209,802 | 195,264 |
Long-term debt | 1,013 | 1,209 |
Contingent consideration, loss accrual for service contracts, and other liabilities | 143,522 | 146,679 |
Total liabilities | 1,918,184 | 2,004,613 |
Stockholders' equity: | ||
Common stock, $.01 par value per share; 1,500,000,000 shares authorized; Issued (including shares in treasury): 705,604,549 at March 31, 2024 and 625,305,025 at December 31, 2023 | 7,057 | 6,254 |
Additional paid-in capital | 7,823,209 | 7,494,685 |
Accumulated other comprehensive loss | (9,078) | (6,802) |
Accumulated deficit | (4,785,520) | (4,489,744) |
Less common stock in treasury: 19,242,215 at March 31, 2024 and 19,169,366 at December 31, 2023 | (106,546) | (106,268) |
Total stockholders' equity | 2,929,122 | 2,898,125 |
Total liabilities and stockholders' equity | $ 4,847,306 | $ 4,902,738 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheets | ||
Allowance for doubtful accounts receivable | $ 7,351 | $ 8,798 |
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 | 705,604,549 | 625,305,025 |
Common stock in treasury, shares | 19,242,215 | 19,169,366 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net revenue: | ||
Net revenue | $ 120,264 | $ 210,286 |
Cost of revenue: | ||
Provision for loss contracts related to service | 15,745 | 6,889 |
Total cost of revenue | 279,339 | 279,682 |
Gross loss | (159,075) | (69,396) |
Operating expenses: | ||
Research and development | 25,280 | 26,535 |
Selling, general and administrative | 77,959 | 104,016 |
Restructuring | 6,011 | |
Impairment | 284 | 1,083 |
Change in fair value of contingent consideration | (9,200) | 8,769 |
Total operating expenses | 100,334 | 140,403 |
Operating loss | (259,409) | (209,799) |
Interest income | 9,277 | 17,632 |
Interest expense | (11,325) | (10,650) |
Other expense, net | (6,996) | (4,771) |
Realized loss on investments, net | (1) | |
Change in fair value of equity securities | 5,075 | |
Loss on equity method investments | (13,113) | (5,317) |
Loss on extinguishment of convertible senior notes | (14,047) | |
Loss before income taxes | (295,613) | (207,831) |
Income tax (expense)/benefit | (163) | 1,270 |
Net loss | $ (295,776) | $ (206,561) |
Net loss per share: | ||
Net loss per share, basic (in dollars per share) | $ (0.46) | $ (0.35) |
Net loss per share, diluted (in dollars per share) | $ (0.46) | $ (0.35) |
Weighted average number of common stock outstanding, basic (in shares) | 641,256,134 | 589,205,165 |
Weighted average number of common stock outstanding, diluted (in shares) | 641,256,134 | 589,205,165 |
Sales of equipment, related infrastructure and other | ||
Net revenue: | ||
Net revenue | $ 68,295 | $ 182,094 |
Cost of revenue: | ||
Cost of revenue | 135,125 | 158,320 |
Services performed on fuel cell systems and related infrastructure | ||
Net revenue: | ||
Net revenue | 13,023 | 9,097 |
Cost of revenue: | ||
Cost of revenue | 12,957 | 12,221 |
Power purchase agreements | ||
Net revenue: | ||
Net revenue | 18,304 | 7,937 |
Cost of revenue: | ||
Cost of revenue | 55,228 | 46,816 |
Fuel delivered to customers and related equipment | ||
Net revenue: | ||
Net revenue | 18,286 | 10,142 |
Cost of revenue: | ||
Cost of revenue | 58,573 | 54,501 |
Other | ||
Net revenue: | ||
Net revenue | 2,356 | 1,016 |
Cost of revenue: | ||
Cost of revenue | $ 1,711 | $ 935 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (295,776) | $ (206,561) |
Foreign currency translation (loss)/gain | (2,276) | 1,659 |
Change in net unrealized gain on available-for-sale securities | 5,311 | |
Comprehensive loss, net of tax | $ (298,052) | $ (199,591) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Gain/(Loss) | Treasury Stock | Accumulated Deficit | Total |
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 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (206,561) | (206,561) | ||||
Other comprehensive loss | 6,970 | 6,970 | ||||
Stock-based compensation | $ 2 | 43,300 | 43,302 | |||
Stock-based compensation (in shares) | 228,954 | |||||
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | $ 6 | 668 | 674 | |||
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards (in shares) | 620,250 | |||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | $ (2,590) | (2,590) | ||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards (in shares) | 169,787 | |||||
Exercise of warrants | $ 28 | (28) | ||||
Exercise of warrants (in shares) | 2,680,637 | |||||
Provision for common stock warrants | 19,641 | 19,641 | ||||
Balance at Mar. 31, 2023 | $ 6,120 | 7,360,887 | (19,034) | $ (98,851) | (3,327,472) | 3,921,650 |
Balance (in shares) at Mar. 31, 2023 | 611,951,626 | 18,245,914 | ||||
Balance at Dec. 31, 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 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (295,776) | $ (295,776) | ||||
Other comprehensive loss | (2,276) | (2,276) | ||||
Stock-based compensation | $ 9 | 13,695 | 13,704 | |||
Stock-based compensation (in shares) | 923,027 | |||||
Public offerings, common stock, net of issuance costs | $ 796 | 304,550 | 305,346 | |||
Public offerings, common stock, net of issuance costs (in shares) | 79,553,175 | |||||
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | $ (2) | 43 | 41 | |||
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards (in shares) | (176,678) | |||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | $ (278) | (278) | ||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards (in shares) | 72,849 | |||||
Provision for common stock warrants | 10,236 | 10,236 | ||||
Balance at Mar. 31, 2024 | $ 7,057 | $ 7,823,209 | $ (9,078) | $ (106,546) | $ (4,785,520) | $ 2,929,122 |
Balance (in shares) at Mar. 31, 2024 | 705,604,549 | 19,242,215 | 705,604,549 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Operating activities | |||
Net loss | $ (295,776) | $ (206,561) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation of long-lived assets | 16,606 | 9,789 | |
Amortization of intangible assets | 4,725 | 4,959 | |
Lower of cost or net realizable value inventory adjustment and provision for excess and obsolete inventory | 39,675 | 2,009 | |
Stock-based compensation | 13,704 | 43,302 | |
Loss on extinguishment of convertible senior notes | 14,047 | ||
(Recoveries)/provision for losses on accounts receivable | (1,447) | 237 | |
Amortization of debt issuance costs and discount on convertible senior notes | 330 | 621 | |
Provision for common stock warrants | 4,495 | 14,175 | |
Deferred income tax expense/(benefit) | 163 | (947) | |
Impairment | 284 | 1,083 | |
Loss on service contracts | 3,809 | 221 | |
Fair value adjustment to contingent consideration | (9,200) | 8,769 | |
Net realized loss on investments | 1 | ||
Accretion of premium on available-for-sale securities | (5,945) | ||
Lease origination costs | (1,331) | (2,660) | |
Change in fair value for equity securities | (5,075) | ||
Loss on equity method investments | 13,113 | 5,317 | |
Changes in operating assets and liabilities that provide (use) cash: | |||
Accounts receivable | 96,436 | 1,493 | |
Inventory | (38,312) | (131,581) | |
Contract assets | 1,356 | (14,677) | |
Prepaid expenses and other assets | (14,496) | (5,522) | |
Accounts payable, accrued expenses, and other liabilities | 25,755 | 13,821 | |
Payments of contingent consideration | (9,164) | ||
Deferred revenue and other contract liabilities | (32,500) | (9,748) | |
Net cash used in operating activities | (167,728) | (276,919) | |
Investing activities | |||
Purchases of property, plant and equipment | (92,621) | (168,565) | |
Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers | (6,072) | (11,389) | |
Proceeds from maturities of available-for-sale securities | 315,827 | ||
Cash paid for non-consolidated entities and non-marketable equity securities | (21,891) | (40,077) | |
Net cash (used in)/provided by investing activities | (120,584) | 95,796 | |
Financing activities | |||
Payments of contingent consideration | (836) | (2,000) | |
Proceeds from public and private offerings, net of transaction costs | 305,346 | ||
Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation | (278) | (2,590) | |
Proceeds from exercise of stock options | 41 | 674 | |
Principal payments on long-term debt | (300) | (330) | |
Proceeds from finance obligations | 27,927 | ||
Principal repayments of finance obligations and finance leases | (20,908) | (16,500) | |
Net cash provided by financing activities | 283,065 | 7,181 | |
Effect of exchange rate changes on cash | 4,187 | (2,096) | |
Increase/(decrease) in cash and cash equivalents | 37,840 | (215,769) | |
(Decrease)/increase in restricted cash | (38,900) | 39,731 | |
Cash, cash equivalents, and restricted cash beginning of period | 1,169,144 | 1,549,344 | $ 1,549,344 |
Cash, cash equivalents, and restricted cash end of period | 1,168,084 | 1,373,306 | $ 1,169,144 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest, net of capitalized interest of $2.1 million and $2.0 million | 9,111 | 7,869 | |
Summary of non-cash activity | |||
Recognition of right of use asset - finance leases | 4,018 | ||
Recognition of right of use asset - operating leases | 2,913 | 22,470 | |
Accrued debt extinguishment costs, cash to be paid in subsequent period | 1,245 | ||
Net transfers between inventory and long-lived assets | 16,008 | 441 | |
Accrued purchase of fixed assets, cash to be paid in subsequent period | $ 113,449 | $ 65,701 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Consolidated Statements of Cash Flows | ||
Net capitalized interest | $ 2.1 | $ 2 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations Plug Power Inc. (the “Company”, “Plug”, “we” or “our”) is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. While we continue to develop commercially viable hydrogen and fuel cell product solutions, we have expanded our offerings to support a variety of commercial operations that can be powered with 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. Liquidity and Capital Resources The Company’s working capital was $855.1 million as of March 31, 2024, which included unrestricted cash and cash equivalents of $172.9 million and restricted cash of $1.0 billion. 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 $697.9 million remaining authorized for issuance 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. Through the date of filing of the Quarterly Report on Form 10-Q, the Company sold 135,354,467 shares of common stock at a weighted-average sales price of $3.38 per share for gross proceeds of $457.1 million with related issuance costs of $6.5 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 condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint ventures with Renault SAS (“Renault”) named HyVia SAS, a French société par actions simplifiée (“HyVia”), AccionaPlug S.L. (“AccionaPlug”), and SK Plug Hyverse Co., Ltd. (“SK Plug Hyverse”), 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, SK Plug Hyverse and Clean H2 Infra Fund. Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2023 has been derived from the Company’s 2023 audited consolidated financial statements. The unaudited interim condensed consolidated financial statements contained herein should be read in conjunction with our 2023 Form 10-K . Reclassification Certain prior year amounts in the unaudited interim condensed consolidated statements of cash flows have been reclassified to conform to the current year presentation. These reclassifications had no effect on the reported results of operations. Recent Accounting Pronouncements Recently Adopted Accounting Guidance There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements. Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of March 31, 2024 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Extended Maintenance Contracts
Extended Maintenance Contracts | 3 Months Ended |
Mar. 31, 2024 | |
Extended Maintenance Contracts | |
Extended Maintenance Contracts | 3. Extended Maintenance Contracts On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for sales of equipment, related infrastructure and other that have been sold. The following table shows the roll forward of balances in the accrual for loss contracts, including changes due to the provision for loss accrual, releases to service cost of sales, increase to loss accrual related to warrants, and foreign currency translation adjustment (in thousands): Three months ended Year ended March 31, 2024 December 31, 2023 Beginning balance $ 137,853 $ 81,066 Provision for loss accrual 15,111 85,375 Releases to service cost of sales (11,936) (29,713) Increase to loss accrual related to customer warrants 634 971 Foreign currency translation adjustment (93) 154 Ending balance $ 141,569 $ 137,853 The Company increased its loss accrual to $141.6 million for the three months ended March 31, 2024 primarily due to continued cost increases of GenDrive labor, parts and related overhead coupled with new GenDrive contracts entered into requiring provisions to be set up. As a result, the Company increased its estimated projected costs. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share | |
Earnings Per Share | 4. 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. Since the Company is in a net loss position, all common stock equivalents would be considered anti-dilutive and are therefore not included in the determination of diluted earnings per share. Accordingly, basic and diluted loss per share are the same. The potentially dilutive securities are summarized as follows: At March 31, 2024 2023 Stock options outstanding (1) 36,384,062 27,479,533 Restricted stock and restricted stock units outstanding (2) 5,914,856 5,888,013 Common stock warrants (3) 78,561,263 85,879,175 Convertible Senior Notes (4) 44,661,605 39,170,766 Number of dilutive potential shares of common stock 165,521,786 158,417,487 (1) During the three months ended March 31, 2024 and 2023, the Company granted options for 313,000 and 94,550 shares of common stock, respectively. (2) During the three months ended March 31, 2024 and 2023, the Company granted 17,000 and 94,550 shares of restricted stock and restricted stock units, respectively. (3) In August 2022, the Company issued a warrant to acquire up to 16,000,000 shares of the Company’s common stock as part of a transaction agreement with Amazon.com, Inc. (“Amazon”), subject to certain vesting events, as described in Note 11, “Warrant Transaction Agreements”. The warrant had no t been exercised as of March 31, 2024 and 2023, respectively. In April 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 11, “Warrant Transaction Agreements”. The warrant had been exercised with respect to 34,917,912 and 27,600,000 shares of the Company’s common stock as of March 31, 2024 and 2023, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Walmart, Inc. (“Walmart”), subject to certain vesting events, as described in Note 11, “Warrant Transaction Agreements”. The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of March 31, 2024 and 2023. (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”) as described in Note 9, “Convertible Senior Notes”. There were no conversions of the 3.75% Convertible Senior Notes for the three months ended March 31, 2024 and 2023. In March 2024, the Company exchanged $138.8 million in aggregate principal amount of the 3.75% Convertible Senior Notes for $140.4 million in aggregate principal amount of the 7.00% Convertible Senior Notes due 2026 (the “7.00% Convertible Senior Notes”) as described in Note 9, “Convertible Senior Notes”. There were no conversions of the 7.00% Convertible Senior Notes for the three months ended March 31, 2024 and 2023. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory | |
Inventory | 5. Inventory Inventory as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, December 31, 2024 2023 Raw materials and supplies - production locations $ 543,196 $ 564,818 Raw materials and supplies - customer locations 31,142 20,751 Work-in-process 156,146 149,574 Finished goods 245,414 226,110 Inventory $ 975,898 $ 961,253 Inventory is primarily comprised of raw materials, work-in-process, and finished goods. The Company had inventory reserves made up of excess and obsolete items and related lower of cost or net realizable value adjustments of $117.7 million and $85.2 million as of March 31, 2024 and December 31, 2023, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 6. Property, Plant and Equipment Property, plant and equipment at March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, December 31, 2024 2023 Land $ 5,951 $ 6,049 Construction in progress 852,555 1,109,896 Hydrogen production plants 351,390 77,107 Building and leasehold improvements 96,850 95,229 Software, machinery, and equipment 243,198 229,352 Property, plant and equipment 1,549,944 1,517,633 Less: accumulated depreciation (95,953) (81,456) Property, plant and equipment, net $ 1,453,991 $ 1,436,177 Construction in progress is primarily comprised of construction of three 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. During the three months ended March 31, 2024 and 2023, the Company capitalized $2.1 million and $2.0 million of interest, respectively. Depreciation expense related to property, plant and equipment was $11.6 million and $5.5 million for the three months ended March 31, 2024 and 2023, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets | |
Intangible Assets | 7. Intangible Assets The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of March 31, 2024 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 14 years $ 102,880 $ (21,979) $ 80,901 Dry stack electrolyzer technology 10 years 29,000 (6,042) 22,958 Customer relationships, trade name and other 13 years 103,002 (23,536) 79,466 $ 234,882 $ (51,557) $ 183,325 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2023 were 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 change in the gross carrying amount of the acquired technology and customer relationships, trade name and other from December 31, 2023 to March 31, 2024 was due to changes in foreign currency translation. Amortization expense for acquired identifiable intangible assets for the three months ended March 31, 2024 and 2023 was $4.4 million and $5.0 million, respectively. The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2024 $ 14,132 2025 18,070 2026 16,487 2027 16,480 2028 16,071 2029 and thereafter 102,085 Total $ 183,325 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt | |
Long-Term Debt | 8. Long-Term Debt In June 2020, the Company acquired debt as part of its acquisition of United Hydrogen Group Inc. During the three months ended March 31, 2024, December 31, 2024 3,057 December 31, 2025 1,200 December 31, 2026 900 Total outstanding principal $ 5,157 |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2024 | |
Convertible Senior Notes | |
Convertible Senior Notes | 9. Convertible Senior Notes 7.00% Convertible Senior Notes On March 20, 2024, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Company’s outstanding 3.75% Convertible Senior Notes pursuant to which the Company exchanged $138.8 million in aggregate principal amount of the 3.75% Convertible Senior Notes, and accrued and unpaid interest of $1.6 million on such notes to, but excluding, March 20, 2024, for $140.4 million in aggregate principal amount of the Company’s new 7.00% Convertible Senior Notes due 2026, in each case, pursuant to the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). Following the exchange, approximately $58.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes remained outstanding with terms unchanged. This transaction was accounted for as an extinguishment of debt. As a result, the Company recorded a loss on extinguishment of debt of $14.0 million in the unaudited interim condensed consolidated statement of operations for the three months ended March 31, 2024. Loss on extinguishment of debt arises from the difference between the net carrying amount of the Company’s debt and the fair value of the assets transferred to extinguish the debt. The 7.00% Convertible Senior Notes are the Company’s senior, unsecured obligations and are governed by the terms of an Indenture (the “Indenture”), dated as of March 20, 2024, entered into between the Company and Wilmington Trust, National Association, as trustee. The 7.00% Convertible Senior Notes bear cash interest at the rate of 7.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024, to holders of record at the close of business on the preceding May 15 and November 15, respectively. The 7.00% Convertible Senior Notes mature on June 1, 2026, unless earlier converted or redeemed or repurchased by the Company. The conversion rate for the 7.00% Convertible Senior Notes is initially 235.4049 shares of the Company’s common stock per $1,000 principal amount of 7.00% Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $4.25 per share of common stock, which represents a premium of approximately 20% over the last reported sale price of Plug’s common stock on the Nasdaq Capital Market on March 12, 2024. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Prior to the close of business on the business day immediately preceding December 1, 2025, the 7.00% Convertible Senior Notes will be convertible at the option of the holders of the 7.00% Convertible Senior Notes only upon the satisfaction of specified conditions and during certain periods. On or after December 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, the 7.00% Convertible Senior Notes will be convertible at the option of the holders of the 7.00% Convertible Senior Notes at any time regardless of these conditions. Conversions of the 7.00% Convertible Senior Notes will be settled in cash, shares of the Company’s common stock, or a combination thereof, at the Company’s election. Subject to certain exceptions and subject to certain conditions, holders of the 7.00% Convertible Senior Notes may require the Company to repurchase their 7.00% Convertible Senior Notes upon the occurrence of a “Fundamental Change” (as defined in the Indenture) prior to maturity for cash at a repurchase price equal to 100% of the principal amount of the 7.00% Convertible Senior Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The 7.00% Convertible Senior Notes will be redeemable, in whole or in part, at the Company’s option at any time on or after June 5, 2025, at a cash redemption price equal to the principal amount of the 7.00% Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the then-applicable conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one three In certain circumstances, conversions of 7.00% Convertible Senior Notes in connection with “Make-Whole Fundamental Changes” (as defined in the Indenture) or conversions of 7.00% Convertible Senior Notes called for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 282.4859 shares of the Company’s common stock per $1,000 principal amount of 7.00% Convertible Senior Notes, subject to adjustment. In such circumstance, a maximum of 39,659,890 shares of common stock, subject to adjustment, may be issued upon conversion of the 7.00% Convertible Senior Notes. There were no conversions of the 7.00% Convertible Senior Notes during the three months ended March 31, 2024. The 7.00% Convertible Senior Notes consisted of the following (in thousands): March 31, 2024 Principal amounts: Principal $ 140,396 Unamortized debt premium, net of offering costs (1) 11,440 Net carrying amount $ 151,836 (1) Included in the unaudited interim condensed consolidated balance sheets within 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 7.00% Convertible Senior Notes for the three months ended March 31, 2024 (in thousands, except for the effective interest rate): March 31, 2024 Interest expense $ 296 Amortization of premium (159) Total $ 137 Effective interest rate 3.0% The estimated fair value of the 7.00% Convertible Senior Notes at March 31, 2024 was approximately $153.2 million. The fair value estimation was primarily based on a quoted price in an active market. 3.75% Convertible Senior Notes On May 18, 2020, the Company issued $200.0 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. On May 29, 2020, the Company issued an additional $12.5 million in aggregate principal amount of 3.75% Convertible Senior Notes. On March 12, 2024, the Company exchanged $138.8 million in aggregate principal amount of the 3.75% Convertible Senior Notes for $140.4 million in aggregate principal amount of the Company’s new 7.00% Convertible Senior Notes due 2026. Following the exchange, approximately $58.5 million in aggregate principal amount of the 3.75% Convertible Senior Notes remained outstanding with terms unchanged. There were no conversions of the 3.75% Convertible Senior Notes during the three months ended March 31, 2024 and 2023. The 3.75% Convertible Senior Notes consisted of the following (in thousands): March 31, December 31, 2024 2023 Principal amounts: Principal $ 58,462 $ 197,278 Unamortized debt issuance costs (1) (496) (2,014) Net carrying amount $ 57,966 $ 195,264 (1) Included in the unaudited interim condensed consolidated balance sheets within 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 for the three months ended March 31, 2024 and 2023 (in thousands, except for the effective interest rate): March 31, March 31, 2024 2023 Interest expense $ 1,690 $ 1,849 Amortization of debt issuance costs 316 331 Total $ 2,006 $ 2,180 Effective interest rate 4.5% 4.5% The estimated fair value of the 3.75% Convertible Senior Notes at March 31, 2024 was approximately $60.4 million. The fair value estimation was primarily based on a quoted price in an active market. Capped Call In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “3.75% Notes Capped Call”) with certain counterparties at a price of $16.2 million. The 3.75% Notes Capped Call covers, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 3.75% Convertible Senior Notes and The net cost incurred in connection with the 3.75% Notes Capped Call was recorded as a reduction to additional paid-in capital in the unaudited interim condensed consolidated balance sheets. The book value of the 3.75% Notes Capped Call is not remeasured. 5.5% Convertible Senior Notes and Common Stock Forward In March 2018, the Company issued $100.0 million in aggregate principal amount of the 5.5% Convertible Senior Notes due on March 15, 2023, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, which have been fully repaid. In connection with the issuance of the 5.5% Convertible Senior Notes, the Company entered into a forward stock purchase transaction (the “Common Stock Forward”), pursuant to which the Company agreed to purchase 14,397,906 shares of its common stock for settlement on or about March 15, 2023. On May 18, 2020, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025. The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions. The net cost incurred in connection with the Common Stock Forward of $27.5 million was recorded as an increase in treasury stock in the unaudited interim condensed consolidated balance sheets. The related shares were accounted for as a repurchase of common stock. The book value of the Common Stock Forward is not remeasured. There were no shares of common stock that settled in connection with the Common Stock Forward during the three months ended March 30, 2024 and 2023. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | 10. Stockholders’ Equity At Market Issuance Sales Agreement On January 17, 2024, the Company entered into an At Market Issuance Sales 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 $697.9 million remaining authorized for issuance under the ATM Agreement. On February 23, 2024, the Company amended the ATM Agreement to increase the amount of shares of the Company’s common stock available for sale under the ATM Agreement to $1.0 billion. During the three months ended March 31, 2024, the Company sold 79,553,175 shares of common stock at a weighted-average sales price of $3.89 per share for gross proceeds of $309.3 million with related issuance costs of $3.9 million. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is comprised of unrealized gains and losses on available-for-sale securities and foreign currency translation gains and losses. There were no reclassifications from accumulated other comprehensive loss for the three months ended March 31, 2024 and 2023, respectively. Net current-period other comprehensive loss for the three months ended March 31, 2024 increased due to foreign currency translation losses of $2.3 million. Net current-period other comprehensive income for the three months ended March 31, 2023 increased due to unrealized gains on available-for-sale securities of $5.3 million and foreign currency translation gains of $1.7 million. |
Warrant Transaction Agreements
Warrant Transaction Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Warrant Transaction Agreements | |
Warrant Transaction Agreements | 11. Warrant Transaction Agreements Amazon Transaction Agreement in 2022 On August 24, 2022, the Company and Amazon entered into a Transaction Agreement (the “2022 Amazon 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 Amazon Transaction Agreement in connection with a concurrent commercial arrangement under which Amazon agreed to purchase hydrogen fuel from the Company through August 24, 2029. 1,000,000 of the 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 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 2022 Amazon Warrant are subject to customary antidilution adjustments. On August 24, 2022, 1,000,000 of the 2022 Amazon Warrant Shares associated with tranche 1 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 March 31, 2024 the balance of the contract asset related to tranche 1 was $19.3 million which is recorded in contract assets in the Company’s unaudited interim condensed consolidated balance sheet. During the second quarter of 2023, all 1,000,000 of the 2022 Amazon Warrant Shares associated with tranche 2 vested. The warrant fair value associated with the vested shares of tranche 2 was $20.4 million and was determined on the grant date of August 24, 2022. As of March 31, 2024 the balance of the contract asset related to tranche 2 was $19.3 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 March 31, 2024 the balance of the contract asset related to tranche 3 was $2.0 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. As of March 31, 2024 and December 31, 2023, 2,000,000 of the 2022 Amazon Warrant Shares had vested and the 2022 Amazon Warrant had not been exercised. The total amount of provision for common stock warrants recorded as a reduction of revenue for the 2022 Amazon Warrant during the three months ended March 31, 2024 and 2023 was $0.7 million and $1.1 million, respectively. The assumptions used to calculate the valuations of the 2022 Amazon Warrant as of August 24, 2022 and March 31, 2024 are as follows: Tranches 1-3 Tranche 4 August 24, 2022 March 31, 2024 Risk-free interest rate 3.15% 4.12% Volatility 75.00% 90.00% Expected average term (years) 7.00 4.00 Exercise price $22.98 $3.10 Stock price $20.36 $3.44 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 (the “2017 Amazon Warrant”) to acquire up to 55,286,696 shares (the “2017 Amazon Warrant Shares”), 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 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 of the third tranche of the 2017 Amazon Warrant Shares. As of March 31, 2024 and 2023, all 55,286,696 of the 2017 Amazon Warrant Shares had vested and the 2017 Amazon Warrant was exercised with respect to 34,917,912 shares of the Company’s common stock. The total amount of provision for common stock warrants recorded as a reduction of revenue for the 2017 Amazon Warrant during the three months ended March 31, 2024 and 2023 was $0.1 million and $0.2 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 was conditioned upon payments made by Walmart or its affiliates (directly or indirectly through third parties) pursuant to transactions entered into after January 1, 2017 under existing commercial agreements. The 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. As of March 31, 2024 and December 31, 2023, 37,464,010 and 34,917,912 of the Walmart Warrant Shares had vested, respectively, and the Walmart Warrant was exercised with respect to 13,094,217 shares of the Company’s common stock. As of March 31, 2024, the balance of the contract asset related to the Walmart Warrant was $6.9 million. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Walmart Warrant during the three months ended March 31, 2024 and 2023 was $3.7 million and $12.9 million, respectively. The assumptions used to calculate the valuations of the Walmart Warrant 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 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue | |
Revenue | 12. Revenue Disaggregation of revenue The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended March 31, 2024 2023 Sales of fuel cell systems $ 19,003 $ 28,852 Sales of hydrogen infrastructure 12,295 48,868 Sales of electrolyzers 1,351 40,032 Sales of engineered equipment 4,216 7,753 Services performed on fuel cell systems and related infrastructure 13,023 9,097 Power purchase agreements 18,304 7,937 Fuel delivered to customers and related equipment 18,286 10,142 Sales of cryogenic equipment and other 31,430 56,589 Other 2,356 1,016 Net revenue $ 120,264 $ 210,286 Contract balances The following table provides information about receivables, contract assets and deferred revenue and contract liabilities from contracts with customers (in thousands): March 31, December 31, 2024 2023 Accounts receivable $ 148,822 $ 243,811 Contract assets 160,374 155,989 Deferred revenue and contract liabilities 255,802 288,302 Contract assets primarily relate to contracts for which revenue is recognized on a straight-line basis; however, billings escalate over the life of a contract. Contract assets also include amounts recognized as revenue in advance of billings to customers, which are dependent upon the satisfaction of another performance obligation. These amounts are included in contract assets on the accompanying unaudited interim condensed consolidated balance sheets. The 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 unaudited interim condensed consolidated balance sheets. Significant changes in the contract assets and the deferred revenue and contract liabilities balances during the period are as follows (in thousands): Contract assets Three months ended Year ended March 31, 2024 December 31, 2023 Transferred to receivables from contract assets recognized at the beginning of the period $ (9,082) $ (94,860) Change in contract assets related to warrants 5,850 14,260 Impairment — (2,375) Revenue recognized and not billed as of the end of the period 7,617 134,677 Net change in contract assets $ 4,385 $ 51,702 Deferred revenue and contract liabilities Three months ended Year ended March 31, 2024 December 31, 2023 Increases due to customer billings, net of amounts recognized as revenue during the period $ 12,057 $ 151,965 Change in contract liabilities related to warrants 110 440 Revenue recognized that was included in the contract liability balance as of the beginning of the period (44,667) (94,001) Net change in deferred revenue and contract liabilities $ (32,500) $ 58,404 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): March 31, Expected recognition 2024 period (years) Sales of fuel cell systems $ 55,671 1 - 2 Sales of hydrogen installations and other infrastructure 31,039 1 Sales of electrolyzers 303,127 1 - 2 Sales of engineered equipment 14,559 1 Services performed on fuel cell systems and related infrastructure 142,111 5 - 10 Power purchase agreements 419,406 5 - 10 Fuel delivered to customers and related equipment 93,685 5 - 10 Sales of cryogenic equipment and other 77,105 1 Total estimated future revenue $ 1,136,703 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Income Taxes | 13. Income Taxes The Company recorded $0.2 million of income tax expense and $1.3 million of income tax benefit for the three months ended March 31, 2024 and 2023, respectively. The income tax expense for the three months ended March 31, 2024 was due to an incremental change to the valuation allowance recorded in foreign jurisdictions. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its domestic net deferred tax assets, which remain fully reserved, and its valuation allowances recorded in foreign jurisdictions. The domestic net deferred tax asset generated from the Company’s net operating loss has been offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforward will not be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. The Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion and Profit Shifting has proposed a global minimum corporate tax rate of 15% on multi-national corporations, commonly referred to as the Pillar Two rules that has been agreed upon in principle by over 140 countries. Numerous foreign countries have enacted legislation to implement the Pillar Two rules, effective beginning January 1, 2024, or are expected to enact similar legislation. As of March 31, 2024, the Company did not meet the consolidated revenue threshold and is not subject to the GloBE Rules under Pillar Two. The Company will continue to monitor the implementation of rules in the jurisdictions in which it operates. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | 14. Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. There were no transfers between Level 1, Level 2, or Level 3 for the three months ended March 31, 2024. 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, SK Plug Hyverse and Clean H2 Infra Fund. Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): As of March 31, 2024 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Liabilities Contingent consideration $ 106,326 $ 106,326 $ — $ — $ 106,326 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 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 March 31, 2024 of $106.3 million is comprised of contingent consideration related to the Joule Processing LLC (“Joule”) acquisition in 2022, the Frames Holding B.V. (“Frames”) acquisition in 2021 and the Giner ELX, Inc. (“Giner”) and United Hydrogen Group Inc. (“UHG”) acquisitions in 2020. In connection with the Joule acquisition, the Company initially recorded on its unaudited interim condensed consolidated balance sheet a liability of $41.7 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was $ 5 8.0 million and $75.5 million as of March 31, 2024 and December 31, 2023, respectively. The decrease compared to the year ended December 31, 2023 was partially due to payments that reduced the fair value of the liability by $10.0 million during the three months ended March 31, 2024. A further decrease of $7.5 million was recorded in change in fair value of contingent consideration in the unaudited interim condensed consolidated statement of operations for the three months ended March 31, 2024. In connection with the Frames acquisition, the Company initially recorded on its unaudited interim condensed 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 $28.6 million and $31.8 million as of March 31, 2024 and December 31, 2023, respectively. The decrease compared to the year ended December 31, 2023 was primarily due to a decrease of $2.5 million recorded in change in fair value of contingent consideration in the unaudited interim condensed consolidated statement of operations for the three months ended March 31, 2024. A further decrease of $0.7 million was due to foreign currency translation gains. In connection with the Giner acquisition, The fair value of this contingent consideration was $ 18.7 million and $18.0 million as of March 31, 2024 and December 31, 2023, respectively. The increase compared to December 31, 2023 was recorded in unaudited interim condensed consolidated statement of operations for the three months ended March 31, 2024. In connection with the acquisition, The fair value of this contingent consideration was $ 1.0 million and $0.9 million as of March 31, 2024 and December 31, 2023, respectively. The increase compared to December 31, 2023 was recorded in unaudited interim condensed consolidated statement of operations for the three months ended March 31, 2024, respectively. In the unaudited interim condensed consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities financial statement line item, and was comprised of the following unobservable inputs as of March 31, 2024: Financial Instrument Fair Value Valuation Technique Unobservable Input Range (weighted average) Contingent consideration $ 106,326 Scenario based method Credit spread 13.61% - 14.04% Discount rate 17.98% - 19.06% 106,326 In the unaudited interim condensed consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities financial statement line item, and was comprised of the following unobservable inputs as of December 31, 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 The change in the carrying amount of Level 3 liabilities during the three months ended March 31, 2024 was as follows (in thousands): Three months ended March 31, 2024 Beginning balance as of December 31, 2023 $ 126,216 Cash payments (10,000) Fair value adjustments (9,200) Foreign currency translation adjustment (690) Ending balance as of March 31, 2024 $ 106,326 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2024 | |
Investments | |
Investments | 15. Investments Equity Method Investments As of March 31, 2024 and December 31, 2023, 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 unaudited interim condensed consolidated balance sheets (amounts in thousands): As of March 31, 2024 As of December 31, 2023 Formation Common Stock Carrying Common Stock Carrying Investee Date Ownership % Value Ownership % Value HyVia Q2 2021 50% $ 1,402 50% $ (2,068) AccionaPlug Q4 2021 50% 4,371 50% 3,198 Clean H2 Infra Fund Q4 2021 5% 17,428 5% 13,357 SK Plug Hyverse Q1 2022 49% 37,871 49% 41,609 $ 61,072 $ 56,096 As of December 31, 2023, the Company’s investment in HyVia was negative due to historical losses. The Company is committed to fund its share of losses of the joint venture and, therefore, continued to record losses as incurred. The negative equity investment as of December 31, 2023 was recorded on the unaudited interim condensed consolidated balance sheet to the contingent consideration, loss accrual for service contracts, and other liabilities financial statement line item. During the three months ended March 31, 2024, the Company contributed approximately $16.2 million, $1.7 million, $0 and $4.0 million, respectively, to HyVia, AccionaPlug, SK Plug Hyverse and Clean H2 Infra Fund. During the three months ended March 31, 2023, the Company contributed approximately $22.3 million, $0, $17.8 million and $0, respectively, to HyVia, AccionaPlug, SK Plug Hyverse and Clean H2 Infra Fund. The Company’s capital commitments related to its equity method investments as of March 31, 2024 includes $98.1 million to be made during the remainder of 2024. |
Operating and Finance Lease Lia
Operating and Finance Lease Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Operating and Finance Lease Liabilities | |
Operating and Finance Lease Liabilities | 16. Operating and Finance Lease Liabilities As of March 31, 2024, the Company had operating leases, as lessee, primarily associated with sale/leaseback transactions that are partially secured by restricted cash and security deposits (see also Note 18, “Commitments and Contingencies”) as summarized below. These leases expire over the next one Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote. At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with the lessor to renew the lease at market rental rates. No residual value guarantees are contained in the leases. No financial covenants are contained within the lease; however, the lease contains customary operational covenants such as the requirement that the Company properly maintain the leased assets and carry appropriate insurance. The leases include credit support in the form of either cash, collateral or letters of credit. See Note 18, “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 March 31, 2024 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2024 $ 74,684 $ 9,089 $ 83,773 2025 94,822 15,030 109,852 2026 85,950 12,172 98,122 2027 72,561 8,482 81,043 2028 50,427 1,896 52,323 2029 and thereafter 147,725 3,243 150,968 Total future minimum payments 526,169 49,912 576,081 Less imputed interest (182,699) (6,637) (189,336) Total $ 343,470 $ 43,275 $ 386,745 Rental expense for all operating leases was $26.3 million and $21.9 million for the three months ended March 31, 2024 and 2023, respectively. At both March 31, 2024 and December 31, 2023, security deposits associated with sale/leaseback transactions were $7.4 million, and were included in other assets in the unaudited interim condensed consolidated balance sheets. Other information related to the operating leases are presented in the following table: Three months ended Three months ended March 31, 2024 March 31, 2023 Cash payments - operating cash flows (in thousands) $ 24,960 $ 21,648 Weighted average remaining lease term (years) 7.21 2.66 Weighted average discount rate 11.5% 11.3% Finance lease costs include amortization of the right of use assets (i.e., depreciation expense) and interest on lease liabilities (i.e., interest and other expense, net in the unaudited interim condensed consolidated statement of operations), and were $1.9 million and $1.1 million for the three months ended March 31, 2024, and 2023, respectively. At March 31, 2024 and December 31, 2023, the right of use assets associated with finance leases, net was $56.1 million and $57.3 million, respectively. The accumulated depreciation for these right of use assets was $10.1 million and $9.0 million at March 31, 2024 and December 31, 2023, respectively. Other information related to the finance leases are presented in the following table: Three months ended Three months ended March 31, 2024 March 31, 2023 Cash payments - operating cash flows (in thousands) $ 764 $ 766 Cash payments - financing cash flows (in thousands) $ 2,272 $ 2,059 Weighted average remaining lease term (years) 3.66 3.78 Weighted average discount rate 6.8% 6.7% |
Finance Obligation
Finance Obligation | 3 Months Ended |
Mar. 31, 2024 | |
Finance Obligation | |
Finance Obligation | 17. Finance Obligation The Company has sold future services to be performed associated with certain sale/leaseback transactions and recorded the balance as a finance obligation. The outstanding balance of this obligation at March 31, 2024 was $333.0 million, $75.7 million and $257.3 million of which was classified as short-term and long-term, respectively, on the unaudited interim condensed consolidated balance sheet. 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 unaudited interim condensed consolidated balance sheet. The amount is amortized using the effective interest method. Interest expense recorded related to finance obligations for the three months ended March 31, 2024 and 2023 was $10.0 million and $9.2 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 finance obligations related to sale/leaseback transactions at March 31, 2024 was $16.8 million, $9.5 million and $7.3 million of which was classified as short-term and long-term, respectively, on the unaudited interim condensed unaudited interim condensed Future minimum payments under finance obligations notes above as of March 31, 2024 were as follows (in thousands): Total Sale of Future Sale/Leaseback Finance Revenue - Debt Financings Obligations Remainder of 2024 $ 82,353 $ 9,924 $ 92,277 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 422,668 19,757 442,425 Less imputed interest (89,647) (2,993) (92,640) Total $ 333,021 $ 16,764 $ 349,785 Other information related to the above finance obligations are presented in the following table: Three months ended Three months ended March 31, 2024 March 31, 2023 Cash payments (in thousands) $ 28,660 $ 24,311 Weighted average remaining term (years) 4.27 4.76 Weighted average discount rate 11.3% 11.2% The fair value of the Company’s total finance obligations approximated their carrying value as of March 31, 2024 and December 31, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 18. Commitments and Contingencies Restricted Cash In connection with certain of the above noted sale/leaseback agreements, cash of $552.8 million and $573.5 million was required to be restricted as security as of March 31, 2024 and December 31, 2023, respectively, which restricted cash will be released over the lease term. As of March 31, 2024 and December 31, 2023, the Company also had certain letters of credit backed by security deposits totaling $351.8 million and $370.7 million, respectively, of which $321.0 million and $340.0 million are security for the above noted sale/leaseback agreements, respectively, and $30.8 million and $30.7 million are customs related letters of credit, respectively. As of March 31, 2024 and December 31, 2023, the Company had $76.9 million and $76.8 million held in escrow related to the construction of certain hydrogen production plants, respectively. The Company also had $1.2 million and $0.2 million of consideration held by our paying agent in connection with each of the Joule and CIS acquisitions, respectively, reported as restricted cash as of March 31, 2024, with a corresponding accrued liability on the Company’s unaudited interim condensed consolidated balance sheet. Additionally, the Company had $12.3 million and $11.7 million in restricted cash as collateral resulting from the Frames acquisition as of March 31, 2024 and December 31, 2023, respectively. Litigation Legal matters are defended and handled in the ordinary course of business. The outcome of any such matters, regardless of the merits, is inherently uncertain; therefore, assessing the likelihood of loss and any estimated damages is difficult and subject to considerable judgment. We describe below those legal matters for which a material loss is either (i) possible but not probable, and/or (ii) not reasonably estimable at this time. 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. Securities Litigation and Related Stockholder Derivative Litigation 2021 Securities Action and Related Derivative Litigation Two actions are pending in which alleged stockholders of the Company assert claims derivatively, on the Company’s behalf, based on allegations and claims that had been asserted in a putative securities class action, In re Plug Power, Inc. Securities Litigation , No. 1:21-cv-2004 (S.D.N.Y. (the “2021 Securities Action”). In an opinion and order entered in August 2023, the district court dismissed the 2021 Securities Action with prejudice, and the plaintiffs in that action did not appeal. A consolidated stockholder derivative action relating to the claims and allegations in the 2021 Securities Action is pending in the Court of Chancery for the State of Delaware, styled In re Plug Power Inc. Stockholder Derivative Litigation , Cons. C.A. No. 2022-0569-KSJM (Del. Ch.). By stipulation and order, the consolidated action was stayed until motions to dismiss were finally resolved in the 2021 Securities Action. On March 8, 2024, the alleged stockholder plaintiffs filed a consolidated amended complaint in which claims have been asserted against our officers Andrew J. Marsh, Paul B. Middleton, Gerard L. Conway, Jr., and Keith Schmid, and against our current or former directors George C. McNamee, Gary K. Willis, Maureen O. Helmer, Johannes M. Roth, Gregory L. Kenausis, Lucas Schneider, and Jonathan Silver. The Company is named as nominal defendant. Based on allegations in the first and second amended complaints in the 2021 Securities Action, the plaintiffs assert claims against the individual defendants for alleged breaches of fiduciary duty, disgorgement, and unjust enrichment based on alleged transactions in the Company’s securities while allegedly in possession of material non-public information concerning (i) the Company’s financial accounting prior to the announcement that the Company would need to restate certain financial statements and (ii) the potential amendment and termination of a warrant agreement between the Company and a significant customer. Defendants’ responses to the complaint are due by May 10, 2024. On May 13, 2021, alleged stockholder Romario St. Clair filed a complaint in the Supreme Court of the State of New York, County of New York, asserting claims derivatively on behalf of the Company against certain current or former directors and officers of the Company. The action is styled St. Clair v. Plug Power Inc. et al. , Index No. 653167/2021 (N.Y. Sup. Ct., N.Y. Cty.). By stipulation and order, the action was stayed until motions to dismiss were finally resolved in the 2021 Securities Action. On March 25, 2024, the alleged stockholder plaintiff filed an amended complaint in which claims have been asserted against Mr. Marsh, Mr. Middleton, Mr. McNamee, Mr. Willis, Ms. Helmer, Mr. Kenausis, Mr. Roth, Mr. Schneider, and Mr. Silver, with the Company named as nominal defendant. As had been alleged in the 2021 Securities Action, the amended complaint alleges that the individual defendants knew or consciously disregarded that the Company was experiencing known but undisclosed material weaknesses in its internal controls over financial reporting and had made certain accounting errors later corrected in the Company’s financial restatement in 2021. The complaint further alleges that Mr. Marsh and Mr. Middleton engaged in transactions in the Company’s securities before these issues were disclosed. The plaintiff asserts claims against the individual defendants, derivatively on behalf of the Company, for breach of fiduciary and unjust enrichment. Defendants’ responses to the amended complaint are due by May 21, 2024. 2023 Securities Action and Related Derivative Litigation A consolidated action is pending in the United States District Court for the District of Delaware asserting claims under the federal securities laws against the Company and certain of its senior officers on behalf of a putative class of purchasers of the Company’s securities, styled In re Plug Power, Inc. Securities Litigation , No. 1:23-cv-00576-MN (the “2023 Securities Action”). The plaintiffs filed a consolidated complaint on September 28, 2023, in which they assert claims under the federal securities laws against the Company and four of its senior officers, Mr. Marsh, Mr. Middleton, Sanjay Shrestha, and former officer David Mindnich, on behalf of a putative class of purchasers of Plug Power common stock between January 19, 2022 and March 1, 2023. The complaint alleges that the defendants made “materially false and/or misleading statements” about the Company’s business and operations, including that “the Company was unable to effectively manage its supply chain and product manufacturing, resulting in reduced revenues and margins, increased inventory levels, and several large deals being delayed until at least 2023, among other issues The defendants filed a motion to dismiss the complaint on December 14, 2023, and briefing was completed in March 2024. All proceedings are stayed pending resolution of the motion to dismiss. Beginning on September 13, 2023, three separate actions were filed in the U.S. District Court for the District of Delaware and in the U.S. District Court for the Southern District of New York asserting claims derivatively and on behalf of the Company against certain former and current Company officers and directors based on the claims asserted in the 2023 Securities Action. Those cases have been consolidated in the District of Delaware under the caption In re Plug Power, Inc. Stockholder Deriv. Litig. 2024 Securities Litigation On March 22, 2024, Ete Adote filed a complaint in the United States District Court for the Northern District of New York asserting claims under the federal securities laws against the Company, Mr. Marsh, and Mr. Middleton, on behalf of an alleged class of purchasers of Plug common stock between May 9, 2023 and January 16, 2024, styled Adote v. Plug Power, Inc. et al. , No. 1:24-cv-00406-MAD-DJS (N.D.N.Y.). The allegations in the 2024 Securities Action are substantially similar to those in the consolidated 2023 Securities Action but cover a different putative class period that extends into 2024. On April 30, 2024, a second complaint asserting substantially similar claims against the same defendants, but on behalf of a putative class of purchasers of Plug Power common stock between March 1, 2023 and January 16, 2024, was filed in the Northern District of New York, styled Lee v. Plug Power, et al. , No. 1:24;cv-0598-MAD-DJS (N.D.N.Y.). Other Litigation On May 2, 2023, a lawsuit entitled Jacob Thomas and JTurbo Engineering & Technology, LLC v. Joule Processing, LLC and Plug Power Inc. , Case No. 4:23-cv-01615, was filed in the United States District Court for the Southern District of Texas against Joule Processing, LLC and Plug Power Inc. The complaint alleges misappropriation of trade secrets under both the federal Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836, and the Texas Uniform Trade Secrets Act, three breach of contract claims, and four common law claims under Texas law. On December 5, 2023, the Court granted, in part, the partial motion to dismiss filed by Joule Processing, LLC and Plug Power Inc., and the Court dismissed with prejudice one of the breach of contract claims and the four common law claims. The Court also transferred another of the breach of contract claims to the United States District Court for the Northern District of New York, Case No. 1:23-cv-01528. That claim was dismissed without prejudice, and that matter was closed on April 4, 2024. Currently pending before the United States District Court for the Southern District of Texas is Plaintiff[s’] Verified Amended Application for Temporary Restraining Order, Preliminary Injunction and Permanent Injunctive Relief (the “Amended Application for Injunctive Relief”). Joule Processing, LLC and Plug Power Inc. filed their Response in Opposition to the Amended Application for Injunctive Relief on March 27, 2024, and Jacob Thomas and JTurbo Engineering & Technology, LLC filed their Reply in Support of the Amended Application for Injunctive Relief on April 4, 2024. On May 10, 2023, an action entitled Ringling v. Plug Power, Inc., et al, Case No. 1:23-cv-572, was filed in the U.S. District Court for the Northern District of New York asserting claims pursuant to 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, and the New York State Human Rights Law against the Company, Tom Rourke, individually, and/or Tom O’Grady, individually. The complaint asserts that the plaintiff is seeking damages to redress injuries suffered as a result of harassment and discrimination on the basis of his race, together with creating a hostile work environment, failure to promote, retaliation, and constructive discharge. The parties entered into a settlement agreement and filed a stipulation of dismissal. On July 24, 2023, an action entitled Felton v. Plug Power, Inc., Case No. 1:23-cv-887, was filed in the U.S. District Court for the Northern District of New York asserting claims against the Company pursuant to the New York State Human Rights Law. The complaint asserts that the plaintiff is seeking damages to redress injuries suffered as a result of harassment and discrimination on the basis of his race, together with creating a hostile work environment, and retaliation. Plug disagrees with plaintiff’s representations about his time at Plug and intends to vigorously defend against his allegations. Plaintiff’s counsel moved to withdraw from the case, which the court approved on March 18, 2024, and therefore plaintiff is now pro se Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, restricted cash and accounts receivable. 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. Concentrations of credit risk with respect to receivables exist due to the limited number of select customers with whom the Company has commercial sales arrangements. To mitigate credit risk, the Company performs appropriate evaluation of a prospective customer’s financial condition. At March 31, 2024, three customers comprised approximately 30.3% of the Company’s consolidated accounts receivable balance. At December 31, 2023, one customer comprised approximately 21.5% of the Company’s consolidated accounts receivable balance. For purposes of assigning a customer to a sale/leaseback transaction completed with a financial institution, the Company considers the end user of the assets to be the ultimate customer. For the three months ended March 31, 2024, two customers accounted for 44.2% of total consolidated revenues. For the three months ended March 31, 2023, two customers accounted for 25.5% 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 March 31, 2024, 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. 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 March 31, 2024, were as follows (in thousands): Remainder of 2024 $ 37,742 2025 8,023 2026 8,023 2027 2,638 2028 — 2029 and thereafter — Total 56,426 |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2024 | |
Employee Benefit Plans | |
Employee Benefit Plans | 19. Employee Benefit Plans 2011 and 2021 Stock Option and Incentive Plan The Company has issued stock-based awards to employees and members of its Board of Directors (the “Board”) consisting of stock options and restricted stock and restricted stock unit awards. The Company accounts for all stock-based awards to employees and members of the Board as compensation costs in the consolidated financial statements based on their fair values measured as of the date of grant. These costs are recognized over the requisite service period. Stock-based compensation costs recognized, excluding the Company’s matching contributions of $3.2 million to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were $10.4 million and $40.2 million for the three months ended March 31, 2024 and 2023, respectively. The methods and assumptions used in the determination of the fair value of stock-based awards are consistent with those described in our 2023 Form 10-K. The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands): Three months ended March 31, 2024 March 31, 2023 Cost of sales $ 2,006 $ 2,677 Research and development 2,342 2,283 Selling, general and administrative 6,023 35,221 $ 10,371 $ 40,181 Option Awards The Company issues options that are time and performance-based awards. All option awards are determined to be classified as equity awards. Service Stock Options Awards The following table reflects the service stock option activity for the three months ended March 31, 2024: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value 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 Granted 313,000 3.28 — — Exercised (20,000) 2.10 — — Forfeited (920,300) 19.42 — — Options outstanding at March 31, 2024 16,709,062 $ 10.79 7.60 $ 3,858 Options exercisable at March 31, 2024 8,334,755 11.93 5.90 3,792 Options unvested at March 31, 2024 8,374,307 $ 9.65 9.29 $ 66 The weighted average grant date fair value of the service stock options granted during the three months ended March 31, 2024 and 2023 was $2.41 and $10.48, respectively. The total intrinsic fair value of service stock options exercised during the three months ended March 31, 2024 and 2023 was $30 thousand and $1.3 million, respectively. The total fair value of the service stock options that vested during the three months ended March 31, 2024 and 2023 was approximately $6.1 million and $7.5 million, respectively. Compensation cost associated with service stock options represented approximately $6.9 million and $8.2 million of the total share-based payment expense recorded for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there was approximately $40.7 million of unrecognized compensation cost related to service stock option awards to be recognized over the weighted average remaining period of 1.99 years. Performance Stock Option Awards The following table reflects the performance stock option award activity for the three months ended March 31, 2024. Solely for the purposes of this table, the number of performance options is based on participants earning the maximum number of performance options (i.e. 200% of the target number of performance options): Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2023 21,925,000 $ 21.32 5.27 $ — Options exercisable at December 31, 2023 2,782,000 26.9 4.7 — Options unvested at December 31, 2023 19,143,000 20.50 5.35 — Granted — — — — Exercised — — — — Forfeited (2,250,000) — — — Options outstanding at March 31, 2024 19,675,000 $ 21.44 4.95 $ — Options exercisable at March 31, 2024 2,782,000 26.92 4.48 — Options unvested at March 31, 2024 16,893,000 $ 20.54 5.03 $ — The weighted average grant-date fair value of the performance stock options granted during the three months ended March 31, 2024 and 2023 was $0, respectively. There were no performance stock options exercised during the three months ended March 31, 2024 or 2023. The total fair value of the performance stock options that vested was $0 during the three months ended March 31, 2024 and 2023, respectively. Compensation cost associated with performance stock options represented approximately ($6.1) million and $17.4 million of the total share-based payment expense recorded for the three months ended March 31, 2024 and 2023, respectively. Compensation cost for the three months ended March 31, 2024 includes non-cash reversals due to forfeitures of unvested performance stock options of ($15.2) million during the period. The non-cash compensation expense reversals were offset by compensation costs of $9.1 million during the three months ended March 31, 2024. As of March 31, 2024, there was approximately $21.0 million of unrecognized compensation cost related to performance stock option awards to be recognized over the weighted average remaining period of 1.38 years. As of March 31, 2024, there were 3,904,333 unvested performance stock options for which the employee requisite service period had not been rendered but were expected to vest. The aggregate intrinsic value of these unvested performance stock options was $0 as of March 31, 2024. The weighted average exercise price of these unvested performance stock options was $14.66 and the weighted average remaining contractual term was 5.54 years as of March 31, 2024. Restricted Common Stock and Restricted Stock Unit Awards The following table reflects the restricted stock and restricted stock unit activity for the three months ended March 31, 2024 (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted stock and restricted stock units at December 31, 2023 6,732,884 $ 15.66 $ 30,298 Granted 17,000 5.23 — Vested (230,675) 28.42 — Forfeited (604,353) 18.69 — Unvested restricted stock and restricted stock units at March 31, 2024 5,914,856 $ 14.82 $ 20,347 The weighted average grant-date fair value of the restricted common stock and restricted stock unit awards granted during the three months ended March 31, 2024 and 2023 was $5.23 and $15.44, respectively. The total fair value of restricted shares of common stock and restricted stock unit awards that vested for the three months ended March 31, 2024 and 2023 was $6.6 million and $13.5 million, respectively. Compensation cost associated with restricted common stock and restricted stock unit awards represented approximately $9.6 million and $14.6 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there was $63.3 million of unrecognized compensation cost related to restricted stock and restricted common stock unit awards to be recognized over the weighted average period of 1.85 years. Included in the total unvested restricted common stock and restricted stock units as of March 31, 2024, 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 $0.6 million for the three months ended March 31, 2024. As of March 31, 2024 there was $2.5 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 2.33 years. 401(k) Savings & Retirement Plan The Company issued 895,258 shares of common stock and 219,970 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the three months ended March 31, 2024 and 2023, respectively. The Company’s expense for this plan was approximately $3.2 million and $3.0 million for the three months ended March 31, 2024 and 2023, respectively. Non-Employee Director Compensation The Company granted 53,598 shares of common stock and 10,316 shares of common stock to non-employee directors as compensation for the three months ended March 31, 2024 and 2023, respectively. All common stock issued is fully vested at the time of issuance and is valued at fair value on the date of issuance. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $0.2 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses | |
Accrued Expenses | 20. Accrued Expenses Accrued expenses at March 31, 2024 and December 31, 2023 consisted of (in thousands): March 31, December 31, 2024 2023 Accrued payroll and compensation related costs $ 24,193 $ 32,584 Accrual for capital expenditures 48,072 83,781 Accrued accounts payable 63,435 64,767 Accrued sales and other taxes 17,738 17,207 Accrued interest 969 562 Accrued other 407 1,643 Total $ 154,814 $ 200,544 |
Segment and Geographic Area Rep
Segment and Geographic Area Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment and Geographic Area Reporting | |
Segment and Geographic Area Reporting | 21. 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 upon the analysis of Plug Power Inc. 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 Three months ended As of March 31, 2024 March 31, 2023 March 31, 2024 December 31, 2023 North America $ 105,914 $ 161,807 $ 1,904,277 $ 1,881,315 Europe 8,571 40,153 108,869 122,489 Asia 5,074 3,255 — — Other 705 5,071 1,286 884 Total $ 120,264 $ 210,286 $ 2,014,432 $ 2,004,688 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Related Party Transactions | 22. 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 three months ended March 31, 2024 and 2023, we recognized related party total revenue of $3.1 million and $3.8 million, respectively. As of March 31, 2024 and December 31, 2023, we had related party outstanding accounts receivable of $2.8 million and $2.3 million, respectively. SK Plug Hyverse Our 49/51 joint venture, SK Plug Hyverse, aims to provide hydrogen fuel cell systems, hydrogen fueling stations, electrolyzers and clean hydrogen to the Korean and other selected Asian markets. For the three months ended March 31, 2024 and 2023, we recognized related party total revenue of $3.4 million and $0.2 million, respectively. As of March 31, 2024 and December 31, 2023, we had related party outstanding accounts receivable of $4.3 million and $1.7 million, respectively. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring | |
Restructuring | 23. Restructuring In February 2024, in a strategic move to enhance our financial performance and ensure long-term value creation in a competitive market, we approved a comprehensive initiative that encompasses a broad range of measures, including operational consolidation, strategic workforce adjustments, and various other cost-saving actions (the “Restructuring Plan”). These measures are aimed at increasing efficiency, improving scalability, and maintaining our leadership position in the renewable energy industry. We began executing the Restructuring Plan in February 2024 and expect the Restructuring Plan to be completed in the second half of 2024, subject to local law and consultation requirements. The determination of when we accrue for involuntary termination benefits under restructuring plans depends on whether the termination benefits are provided under an ongoing benefit arrangement or under a one-time benefit arrangement. We account for involuntary termination benefits that are provided pursuant to one-time benefit arrangements in accordance with ASC 420, Exit or Disposal Cost Obligations Nonretirement Postemployment Benefits During the three months ended March 31, 2024, we incurred $6.0 million in restructuring costs recorded as severance expenses of $5.2 million, and other restructuring costs of $0.8 million in the restructuring financial statement line item in the unaudited interim condensed consolidated statement of operations. We expect to incur another $1.1 million in restructuring costs in subsequent quarters, which are primarily related to severance expenses, and are expected to be incurred during the third quarter of 2024. The actual timing and amount of costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material. Severance expense recorded during the three months ended March 31, 2024 in accordance with ASC 420 was a result of the separation of full-time employees associated with the Restructuring Plan. As of March 31, 2024, $0.8 million of accrued severance-related costs were included in accrued expenses in our unaudited interim condensed consolidated balance sheets and are expected to be paid during the third quarter of 2024. Other costs are represented by (1) $0.2 million of legal and professional services costs, and (2) $0.6 million of other one-time employee termination benefits. As of March 31, 2024, $0.1 million of accrued other costs were included in accrued expenses in our unaudited interim condensed consolidated balance sheets and are expected to be paid during the third quarter of 2024. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | 24. Subsequent Events Common Stock At Market Issuance Sales Agreement From March 31, 2024 through the date of filing of the Quarterly Report on Form 10-Q, the Company sold 55,801,292 shares of common stock at a weighted-average sales price of $2.65 per share for gross proceeds of $147.8 million with related issuance costs of $2.6 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint ventures with Renault SAS (“Renault”) named HyVia SAS, a French société par actions simplifiée (“HyVia”), AccionaPlug S.L. (“AccionaPlug”), and SK Plug Hyverse Co., Ltd. (“SK Plug Hyverse”), 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, SK Plug Hyverse and Clean H2 Infra Fund. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2023 has been derived from the Company’s 2023 audited consolidated financial statements. The unaudited interim condensed consolidated financial statements contained herein should be read in conjunction with our 2023 Form 10-K . |
Reclassification | Reclassification Certain prior year amounts in the unaudited interim condensed consolidated statements of cash flows have been reclassified to conform to the current year presentation. These reclassifications had no effect on the reported results of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Guidance There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements. Recent Accounting Guidance Not Yet Effective All issued but not yet effective accounting and reporting standards as of March 31, 2024 are either not applicable to the Company or are not expected to have a material impact on the Company. |
Extended Maintenance Contracts
Extended Maintenance Contracts (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Extended Maintenance Contracts | |
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, increase to loss accrual related to warrants, and foreign currency translation adjustment (in thousands): Three months ended Year ended March 31, 2024 December 31, 2023 Beginning balance $ 137,853 $ 81,066 Provision for loss accrual 15,111 85,375 Releases to service cost of sales (11,936) (29,713) Increase to loss accrual related to customer warrants 634 971 Foreign currency translation adjustment (93) 154 Ending balance $ 141,569 $ 137,853 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share | |
Schedule of potential dilutive common shares | At March 31, 2024 2023 Stock options outstanding (1) 36,384,062 27,479,533 Restricted stock and restricted stock units outstanding (2) 5,914,856 5,888,013 Common stock warrants (3) 78,561,263 85,879,175 Convertible Senior Notes (4) 44,661,605 39,170,766 Number of dilutive potential shares of common stock 165,521,786 158,417,487 (1) During the three months ended March 31, 2024 and 2023, the Company granted options for 313,000 and 94,550 shares of common stock, respectively. (2) During the three months ended March 31, 2024 and 2023, the Company granted 17,000 and 94,550 shares of restricted stock and restricted stock units, respectively. (3) In August 2022, the Company issued a warrant to acquire up to 16,000,000 shares of the Company’s common stock as part of a transaction agreement with Amazon.com, Inc. (“Amazon”), subject to certain vesting events, as described in Note 11, “Warrant Transaction Agreements”. The warrant had no t been exercised as of March 31, 2024 and 2023, respectively. In April 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 11, “Warrant Transaction Agreements”. The warrant had been exercised with respect to 34,917,912 and 27,600,000 shares of the Company’s common stock as of March 31, 2024 and 2023, respectively. In July 2017, the Company issued a warrant to acquire up to 55,286,696 shares of the Company’s common stock as part of a transaction agreement with Walmart, Inc. (“Walmart”), subject to certain vesting events, as described in Note 11, “Warrant Transaction Agreements”. The warrant had been exercised with respect to 13,094,217 shares of the Company’s common stock as of March 31, 2024 and 2023. (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”) as described in Note 9, “Convertible Senior Notes”. There were no conversions of the 3.75% Convertible Senior Notes for the three months ended March 31, 2024 and 2023. In March 2024, the Company exchanged $138.8 million in aggregate principal amount of the 3.75% Convertible Senior Notes for $140.4 million in aggregate principal amount of the 7.00% Convertible Senior Notes due 2026 (the “7.00% Convertible Senior Notes”) as described in Note 9, “Convertible Senior Notes”. There were no conversions of the 7.00% Convertible Senior Notes for the three months ended March 31, 2024 and 2023. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory | |
Schedule of inventory | Inventory as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, December 31, 2024 2023 Raw materials and supplies - production locations $ 543,196 $ 564,818 Raw materials and supplies - customer locations 31,142 20,751 Work-in-process 156,146 149,574 Finished goods 245,414 226,110 Inventory $ 975,898 $ 961,253 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment | |
Schedule of Property plant and equipment | Property, plant and equipment at March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, December 31, 2024 2023 Land $ 5,951 $ 6,049 Construction in progress 852,555 1,109,896 Hydrogen production plants 351,390 77,107 Building and leasehold improvements 96,850 95,229 Software, machinery, and equipment 243,198 229,352 Property, plant and equipment 1,549,944 1,517,633 Less: accumulated depreciation (95,953) (81,456) Property, plant and equipment, net $ 1,453,991 $ 1,436,177 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets | |
Schedule of Intangible assets | The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of March 31, 2024 were as follows (in thousands): Weighted Average Gross Carrying Accumulated Amortization Period Amount Amortization Total Acquired technology 14 years $ 102,880 $ (21,979) $ 80,901 Dry stack electrolyzer technology 10 years 29,000 (6,042) 22,958 Customer relationships, trade name and other 13 years 103,002 (23,536) 79,466 $ 234,882 $ (51,557) $ 183,325 The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2023 were 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 |
Schedule of future amortization of intangible assets | The estimated amortization expense for subsequent years is as follows (in thousands): Remainder of 2024 $ 14,132 2025 18,070 2026 16,487 2027 16,480 2028 16,071 2029 and thereafter 102,085 Total $ 183,325 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt | |
Schedule of long term debt | As of March 31, 2024, the principal balance is due at each of the following dates as follows (in thousands): December 31, 2024 3,057 December 31, 2025 1,200 December 31, 2026 900 Total outstanding principal $ 5,157 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
3.75% Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Schedule of Convertible Senior Notes | The 3.75% Convertible Senior Notes consisted of the following (in thousands): March 31, December 31, 2024 2023 Principal amounts: Principal $ 58,462 $ 197,278 Unamortized debt issuance costs (1) (496) (2,014) Net carrying amount $ 57,966 $ 195,264 (1) Included in the unaudited interim condensed consolidated balance sheets within 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 for the three months ended March 31, 2024 and 2023 (in thousands, except for the effective interest rate): March 31, March 31, 2024 2023 Interest expense $ 1,690 $ 1,849 Amortization of debt issuance costs 316 331 Total $ 2,006 $ 2,180 Effective interest rate 4.5% 4.5% |
7.0% Convertible Senior Note | |
Debt Instrument [Line Items] | |
Schedule of Convertible Senior Notes | The 7.00% Convertible Senior Notes consisted of the following (in thousands): March 31, 2024 Principal amounts: Principal $ 140,396 Unamortized debt premium, net of offering costs (1) 11,440 Net carrying amount $ 151,836 (1) Included in the unaudited interim condensed consolidated balance sheets within 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 7.00% Convertible Senior Notes for the three months ended March 31, 2024 (in thousands, except for the effective interest rate): March 31, 2024 Interest expense $ 296 Amortization of premium (159) Total $ 137 Effective interest rate 3.0% |
Warrant Transaction Agreements
Warrant Transaction Agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
2022 Amazon transaction agreement | |
Schedule of Fair Value Assumption of Warrants | Tranches 1-3 Tranche 4 August 24, 2022 March 31, 2024 Risk-free interest rate 3.15% 4.12% Volatility 75.00% 90.00% Expected average term (years) 7.00 4.00 Exercise price $22.98 $3.10 Stock price $20.36 $3.44 |
Warrants issued with the Walmart Stores, Inc transaction agreement | |
Schedule of Fair Value Assumption of Warrants | 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 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue | |
Schedule of disaggregation of revenue | The following table provides information about disaggregation of revenue (in thousands): Major products/services lines Three months ended March 31, 2024 2023 Sales of fuel cell systems $ 19,003 $ 28,852 Sales of hydrogen infrastructure 12,295 48,868 Sales of electrolyzers 1,351 40,032 Sales of engineered equipment 4,216 7,753 Services performed on fuel cell systems and related infrastructure 13,023 9,097 Power purchase agreements 18,304 7,937 Fuel delivered to customers and related equipment 18,286 10,142 Sales of cryogenic equipment and other 31,430 56,589 Other 2,356 1,016 Net revenue $ 120,264 $ 210,286 |
Schedule of receivables, contract assets and contract liabilities from contracts with customers | The following table provides information about receivables, contract assets and deferred revenue and contract liabilities from contracts with customers (in thousands): March 31, December 31, 2024 2023 Accounts receivable $ 148,822 $ 243,811 Contract assets 160,374 155,989 Deferred revenue and contract liabilities 255,802 288,302 |
Schedule of changes in contract assets and the contract liabilities | Significant changes in the contract assets and the deferred revenue and contract liabilities balances during the period are as follows (in thousands): Contract assets Three months ended Year ended March 31, 2024 December 31, 2023 Transferred to receivables from contract assets recognized at the beginning of the period $ (9,082) $ (94,860) Change in contract assets related to warrants 5,850 14,260 Impairment — (2,375) Revenue recognized and not billed as of the end of the period 7,617 134,677 Net change in contract assets $ 4,385 $ 51,702 Deferred revenue and contract liabilities Three months ended Year ended March 31, 2024 December 31, 2023 Increases due to customer billings, net of amounts recognized as revenue during the period $ 12,057 $ 151,965 Change in contract liabilities related to warrants 110 440 Revenue recognized that was included in the contract liability balance as of the beginning of the period (44,667) (94,001) Net change in deferred revenue and contract liabilities $ (32,500) $ 58,404 |
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): March 31, Expected recognition 2024 period (years) Sales of fuel cell systems $ 55,671 1 - 2 Sales of hydrogen installations and other infrastructure 31,039 1 Sales of electrolyzers 303,127 1 - 2 Sales of engineered equipment 14,559 1 Services performed on fuel cell systems and related infrastructure 142,111 5 - 10 Power purchase agreements 419,406 5 - 10 Fuel delivered to customers and related equipment 93,685 5 - 10 Sales of cryogenic equipment and other 77,105 1 Total estimated future revenue $ 1,136,703 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): As of March 31, 2024 Carrying Fair Fair Value Measurements Amount Value Level 1 Level 2 Level 3 Liabilities Contingent consideration $ 106,326 $ 106,326 $ — $ — $ 106,326 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 |
Schedule of assets and liabilities measured at fair value on a recurring basis that have unobservable inputs | Financial Instrument Fair Value Valuation Technique Unobservable Input Range (weighted average) Contingent consideration $ 106,326 Scenario based method Credit spread 13.61% - 14.04% Discount rate 17.98% - 19.06% 106,326 In the unaudited interim condensed consolidated balance sheets, contingent consideration is recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities financial statement line item, and was comprised of the following unobservable inputs as of December 31, 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 |
Schedule of activity in the level 3 liabilities | The change in the carrying amount of Level 3 liabilities during the three months ended March 31, 2024 was as follows (in thousands): Three months ended March 31, 2024 Beginning balance as of December 31, 2023 $ 126,216 Cash payments (10,000) Fair value adjustments (9,200) Foreign currency translation adjustment (690) Ending balance as of March 31, 2024 $ 106,326 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments | |
Summary of investments under the equity method | As of March 31, 2024 and December 31, 2023, 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 unaudited interim condensed consolidated balance sheets (amounts in thousands): As of March 31, 2024 As of December 31, 2023 Formation Common Stock Carrying Common Stock Carrying Investee Date Ownership % Value Ownership % Value HyVia Q2 2021 50% $ 1,402 50% $ (2,068) AccionaPlug Q4 2021 50% 4,371 50% 3,198 Clean H2 Infra Fund Q4 2021 5% 17,428 5% 13,357 SK Plug Hyverse Q1 2022 49% 37,871 49% 41,609 $ 61,072 $ 56,096 |
Operating and Finance Lease L_2
Operating and Finance Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Operating and Finance Lease Liabilities | |
Schedule of future minimum lease payments under operating leases | Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of March 31, 2024 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2024 $ 74,684 $ 9,089 $ 83,773 2025 94,822 15,030 109,852 2026 85,950 12,172 98,122 2027 72,561 8,482 81,043 2028 50,427 1,896 52,323 2029 and thereafter 147,725 3,243 150,968 Total future minimum payments 526,169 49,912 576,081 Less imputed interest (182,699) (6,637) (189,336) Total $ 343,470 $ 43,275 $ 386,745 |
Schedule of future minimum lease payments under finance obligations | Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of March 31, 2024 were as follows (in thousands): Finance Total Operating Lease Lease Lease Liability Liability Liabilities Remainder of 2024 $ 74,684 $ 9,089 $ 83,773 2025 94,822 15,030 109,852 2026 85,950 12,172 98,122 2027 72,561 8,482 81,043 2028 50,427 1,896 52,323 2029 and thereafter 147,725 3,243 150,968 Total future minimum payments 526,169 49,912 576,081 Less imputed interest (182,699) (6,637) (189,336) Total $ 343,470 $ 43,275 $ 386,745 |
Schedule of operating leases other information | Three months ended Three months ended March 31, 2024 March 31, 2023 Cash payments - operating cash flows (in thousands) $ 24,960 $ 21,648 Weighted average remaining lease term (years) 7.21 2.66 Weighted average discount rate 11.5% 11.3% |
Schedule of finance leases other information | Three months ended Three months ended March 31, 2024 March 31, 2023 Cash payments - operating cash flows (in thousands) $ 764 $ 766 Cash payments - financing cash flows (in thousands) $ 2,272 $ 2,059 Weighted average remaining lease term (years) 3.66 3.78 Weighted average discount rate 6.8% 6.7% |
Finance Obligation (Tables)
Finance Obligation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Finance Obligation | |
Schedule of future minimum payments under finance obligations | Future minimum payments under finance obligations notes above as of March 31, 2024 were as follows (in thousands): Total Sale of Future Sale/Leaseback Finance Revenue - Debt Financings Obligations Remainder of 2024 $ 82,353 $ 9,924 $ 92,277 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 422,668 19,757 442,425 Less imputed interest (89,647) (2,993) (92,640) Total $ 333,021 $ 16,764 $ 349,785 |
Schedule of finance obligation other information | Three months ended Three months ended March 31, 2024 March 31, 2023 Cash payments (in thousands) $ 28,660 $ 24,311 Weighted average remaining term (years) 4.27 4.76 Weighted average discount rate 11.3% 11.2% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Schedule of unconditional purchase obligations | Remainder of 2024 $ 37,742 2025 8,023 2026 8,023 2027 2,638 2028 — 2029 and thereafter — Total 56,426 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Schedule of components and classification of stock-based compensation expense | The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands): Three months ended March 31, 2024 March 31, 2023 Cost of sales $ 2,006 $ 2,677 Research and development 2,342 2,283 Selling, general and administrative 6,023 35,221 $ 10,371 $ 40,181 |
Nonvested Restricted Stock Shares Activity | The following table reflects the restricted stock and restricted stock unit activity for the three months ended March 31, 2024 (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted stock and restricted stock units at December 31, 2023 6,732,884 $ 15.66 $ 30,298 Granted 17,000 5.23 — Vested (230,675) 28.42 — Forfeited (604,353) 18.69 — Unvested restricted stock and restricted stock units at March 31, 2024 5,914,856 $ 14.82 $ 20,347 |
Service Stock Options Awards | |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 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 Granted 313,000 3.28 — — Exercised (20,000) 2.10 — — Forfeited (920,300) 19.42 — — Options outstanding at March 31, 2024 16,709,062 $ 10.79 7.60 $ 3,858 Options exercisable at March 31, 2024 8,334,755 11.93 5.90 3,792 Options unvested at March 31, 2024 8,374,307 $ 9.65 9.29 $ 66 |
Performance Stock Option Awards | |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding at December 31, 2023 21,925,000 $ 21.32 5.27 $ — Options exercisable at December 31, 2023 2,782,000 26.9 4.7 — Options unvested at December 31, 2023 19,143,000 20.50 5.35 — Granted — — — — Exercised — — — — Forfeited (2,250,000) — — — Options outstanding at March 31, 2024 19,675,000 $ 21.44 4.95 $ — Options exercisable at March 31, 2024 2,782,000 26.92 4.48 — Options unvested at March 31, 2024 16,893,000 $ 20.54 5.03 $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses | |
Schedule of Accrued Expenses | Accrued expenses at March 31, 2024 and December 31, 2023 consisted of (in thousands): March 31, December 31, 2024 2023 Accrued payroll and compensation related costs $ 24,193 $ 32,584 Accrual for capital expenditures 48,072 83,781 Accrued accounts payable 63,435 64,767 Accrued sales and other taxes 17,738 17,207 Accrued interest 969 562 Accrued other 407 1,643 Total $ 154,814 $ 200,544 |
Segment and Geographic Area R_2
Segment and Geographic Area Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 Three months ended As of March 31, 2024 March 31, 2023 March 31, 2024 December 31, 2023 North America $ 105,914 $ 161,807 $ 1,904,277 $ 1,881,315 Europe 8,571 40,153 108,869 122,489 Asia 5,074 3,255 — — Other 705 5,071 1,286 884 Total $ 120,264 $ 210,286 $ 2,014,432 $ 2,004,688 |
Nature of Operations - Liquidit
Nature of Operations - Liquidity, Capital Resources and Going Concern (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | |||
Feb. 23, 2024 | Jan. 17, 2024 | May 10, 2024 | Mar. 31, 2024 | May 10, 2024 | Jun. 01, 2024 | |
Liquidity and Capital Resources | ||||||
Working Capital | $ 855,100 | |||||
Unrestricted cash | 172,900 | |||||
Restricted cash | 1,000,000 | |||||
Gross proceeds | 305,346 | |||||
Aggregate offering price | $ 305,346 | |||||
At Market Issuance Sales Agreement | ||||||
Liquidity and Capital Resources | ||||||
Number of common stock sold | 79,553,175 | 135,354,467 | ||||
Sales price per share | $ 3.38 | $ 3.89 | $ 3.38 | |||
Gross proceeds | $ 309,300 | $ 457,100 | ||||
Stock issuance cost | $ 3,900 | $ 6,500 | ||||
Remaining authorized for issuance | $ 697,900 | |||||
Common stock reserved for future issuance | $ 1,000,000 | |||||
Period of ATM Agreement | 18 months | |||||
Maximum commitment advance purchase amount | $ 11,000 | |||||
Maximum commitment advance purchase amount cap | $ 55,000 | |||||
At Market Issuance Sales Agreement | Subsequent event | ||||||
Liquidity and Capital Resources | ||||||
Number of common stock sold | 55,801,292 | |||||
Sales price per share | $ 2.65 | $ 2.65 | ||||
Gross proceeds | $ 147,800 | |||||
Stock issuance cost | $ 2,600 | |||||
At Market Issuance Sales Agreement | Subsequent event | If market capitalization is not less than $1.0 billion | R.Bailey | ||||||
Liquidity and Capital Resources | ||||||
Maximum commitment advance purchase amount | $ 11,000 | |||||
Maximum commitment advance purchase amount cap | 55,000 | |||||
Market capitalization | 1,000,000 | |||||
At Market Issuance Sales Agreement | Subsequent event | If market capitalization is less Than $1.0 billion | R.Bailey | ||||||
Liquidity and Capital Resources | ||||||
Maximum commitment advance purchase amount | 10,000 | |||||
Maximum commitment advance purchase amount cap | 30,000 | |||||
Market capitalization | $ 1,000,000 | |||||
Maximum | At Market Issuance Sales Agreement | ||||||
Liquidity and Capital Resources | ||||||
Aggregate offering price | $ 1,000,000 |
Extended Maintenance Contract_2
Extended Maintenance Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accrual for loss contracts | ||
Beginning balance | $ 137,853 | $ 81,066 |
Provision for loss accrual | 15,111 | 85,375 |
Releases to service cost of sales | (11,936) | (29,713) |
Increase to loss accrual related to customer warrants | 634 | 971 |
Foreign currency translation adjustment | (93) | 154 |
Ending balance | $ 141,569 | $ 137,853 |
Earnings Per Share - Dilutive P
Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||
Mar. 12, 2024 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 21, 2024 | Mar. 20, 2024 | Dec. 31, 2023 | Aug. 24, 2022 | May 31, 2020 | May 29, 2020 | May 18, 2020 | Jul. 20, 2017 | Apr. 04, 2017 | |
Earnings Per Share | |||||||||||||
Number of dilutive potential common stock | 165,521,786 | 158,417,487 | |||||||||||
Options granted | 313,000 | 94,550 | |||||||||||
Interest rate (as a percent) | 7% | 7% | |||||||||||
3.75% Convertible Senior Notes | |||||||||||||
Earnings Per Share | |||||||||||||
Principal amount | $ 58,462,000 | $ 58,462,000 | $ 58,500,000 | $ 197,278,000 | $ 212,500,000 | $ 12,500,000 | $ 200,000,000 | ||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||||
Conversion of notes through common stock issuance (in shares) | 0 | 0 | |||||||||||
Amount of debt converted | $ 138,800,000 | $ 138,800,000 | |||||||||||
7.0% Convertible Senior Note | |||||||||||||
Earnings Per Share | |||||||||||||
Principal amount | $ 140,400,000 | $ 140,396,000 | $ 140,396,000 | $ 140,400,000 | |||||||||
Interest rate (as a percent) | 7% | 7% | 7% | 7% | |||||||||
Amount of debt converted | $ 0 | $ 0 | |||||||||||
Restricted Stock | |||||||||||||
Earnings Per Share | |||||||||||||
Number of restricted shares granted during period | 17,000 | ||||||||||||
2022 Amazon transaction agreement | |||||||||||||
Earnings Per Share | |||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 | ||||||||||||
Number of warrants exercised to date | 0 | 0 | 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 | ||||||||||||
Number of warrants exercised to date | 34,917,912 | 34,917,912 | 27,600,000 | ||||||||||
Warrants issued with the Walmart Stores, Inc transaction agreement | |||||||||||||
Earnings Per Share | |||||||||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | ||||||||||||
Number of warrants exercised to date | 13,094,217 | 13,094,217 | 13,094,217 | ||||||||||
Employee Stock Option [Member] | |||||||||||||
Earnings Per Share | |||||||||||||
Number of dilutive potential common stock | 36,384,062 | 27,479,533 | |||||||||||
Restricted Stock | |||||||||||||
Earnings Per Share | |||||||||||||
Number of dilutive potential common stock | 5,914,856 | 5,888,013 | |||||||||||
Number of restricted shares granted during period | 17,000 | 94,550 | |||||||||||
Common stock warrants | |||||||||||||
Earnings Per Share | |||||||||||||
Number of dilutive potential common stock | 78,561,263 | 85,879,175 | |||||||||||
Convertible Senior Notes | |||||||||||||
Earnings Per Share | |||||||||||||
Number of dilutive potential common stock | 44,661,605 | 39,170,766 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory | ||
Raw materials and supplies - production locations | $ 543,196 | $ 564,818 |
Raw materials and supplies - customer locations | 31,142 | 20,751 |
Work-in-process | 156,146 | 149,574 |
Finished goods | 245,414 | 226,110 |
Inventory | 975,898 | 961,253 |
Reserve for excess and obsolete inventory | $ 117,700 | $ 85,200 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) Plant | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Property, plant and equipment | |||
Property, plant, and equipment | $ 1,549,944 | $ 1,517,633 | |
Less: accumulated depreciation | (95,953) | (81,456) | |
Property, plant, and equipment, net | $ 1,453,991 | 1,436,177 | |
Number of hydrogen production plant | Plant | 3 | ||
Capitalized interest | $ 2,100 | $ 2,000 | |
Depreciation expense | 11,600 | $ 5,500 | |
Land | |||
Property, plant and equipment | |||
Property, plant, and equipment | 5,951 | 6,049 | |
Construction in progress | |||
Property, plant and equipment | |||
Property, plant, and equipment | 852,555 | 1,109,896 | |
Hydrogen production plants | |||
Property, plant and equipment | |||
Property, plant, and equipment | 351,390 | 77,107 | |
Building and leasehold improvements | |||
Property, plant and equipment | |||
Property, plant, and equipment | 96,850 | 95,229 | |
Software, machinery, and equipment | |||
Property, plant and equipment | |||
Property, plant, and equipment | $ 243,198 | $ 229,352 |
Intangible Assets - Gross Carry
Intangible Assets - Gross Carrying Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Gross Carrying Amount | $ 234,882 | $ 236,041 |
Accumulated Amortization | (51,557) | (47,155) |
Total | $ 183,325 | $ 188,886 |
Acquired technology | ||
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets | ||
Weighted Average Amortization Period | 14 years | 14 years |
Gross Carrying Amount | $ 102,880 | $ 103,060 |
Accumulated Amortization | (21,979) | (20,204) |
Total | $ 80,901 | $ 82,856 |
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 | (6,042) | (5,317) |
Total | $ 22,958 | $ 23,683 |
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 | $ 103,002 | $ 103,981 |
Accumulated Amortization | (23,536) | (21,634) |
Total | $ 79,466 | $ 82,347 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Intangible Assets | |||
Amortization of intangible assets | $ 4,400 | $ 5,000 | |
Estimated amortization expense | |||
Remainder of 2024 | 14,132 | ||
2025 | 18,070 | ||
2026 | 16,487 | ||
2027 | 16,480 | ||
2028 | 16,071 | ||
2029 and thereafter | 102,085 | ||
Total | $ 183,325 | $ 188,886 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Long-Term Debt | ||
Principal payments on long-term debt | $ 300 | $ 330 |
Loss on extinguishment of debt | (14,047) | |
Outstanding balance | 3,800 | |
Carrying amount of debt | 5,157 | |
Unamortized debt discount | $ 1,400 | |
Minimum | ||
Long-Term Debt | ||
Effective interest rate (as a percent) | 7.30% | |
Maximum | ||
Long-Term Debt | ||
Effective interest rate (as a percent) | 7.60% | |
Secured term loan facility | Loan and security agreement | ||
Long-Term Debt | ||
Secured term loan amount | $ 300 |
Long-Term Debt - Principal Bala
Long-Term Debt - Principal Balance Due (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Principal payments of long term debt | |
December 31, 2024 | $ 3,057 |
December 31, 2025 | 1,200 |
December 31, 2026 | 900 |
Total outstanding principal | $ 5,157 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narratives (Details) | 1 Months Ended | 3 Months Ended | ||||||||||
Mar. 20, 2024 USD ($) $ / shares shares | Mar. 12, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) shares | Mar. 21, 2024 USD ($) | Dec. 31, 2023 USD ($) | May 31, 2020 USD ($) | May 29, 2020 USD ($) | May 20, 2020 USD ($) | May 18, 2020 USD ($) | Mar. 31, 2018 USD ($) | |
Convertible Senior Notes | ||||||||||||
Interest rate (as a percent) | 7% | 7% | ||||||||||
Net proceeds | $ 27,927,000 | |||||||||||
Long-term borrowings | $ 3,800,000 | $ 3,800,000 | ||||||||||
Carrying amount of the liability component | $ 5,157,000 | 5,157,000 | ||||||||||
Loss on extinguishment of debt | $ (14,047,000) | |||||||||||
Minimum | ||||||||||||
Convertible Senior Notes | ||||||||||||
Effective interest rate (as a percent) | 7.30% | 7.30% | ||||||||||
Maximum | ||||||||||||
Convertible Senior Notes | ||||||||||||
Effective interest rate (as a percent) | 7.60% | 7.60% | ||||||||||
7.0% Convertible Senior Note | ||||||||||||
Convertible Senior Notes | ||||||||||||
Amount of debt converted | $ 0 | $ 0 | ||||||||||
Principal amount | $ 140,400,000 | $ 140,400,000 | $ 140,396,000 | $ 140,396,000 | ||||||||
Interest rate (as a percent) | 7% | 7% | 7% | 7% | ||||||||
Premium (as a percent) | 20% | |||||||||||
Maturity principal amount | $ 1,000 | $ 1,000 | ||||||||||
Conversion rates for the notes (in shares) | 235.4049 | |||||||||||
Conversion price, per share | $ / shares | $ 4.25 | |||||||||||
Effective interest rate (as a percent) | 3% | 3% | ||||||||||
Fair value of convertible senior notes | $ 153,200,000 | $ 153,200,000 | ||||||||||
7.0% Convertible Senior Note | Minimum | ||||||||||||
Convertible Senior Notes | ||||||||||||
Redemption notice days | 1 day | |||||||||||
7.0% Convertible Senior Note | Maximum | ||||||||||||
Convertible Senior Notes | ||||||||||||
Redemption notice days | 3 days | |||||||||||
7.0% Convertible Senior Note | Holder may require redemption | ||||||||||||
Convertible Senior Notes | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 100% | |||||||||||
7.0% Convertible Senior Note | Company may redeem with the consent of the holder | ||||||||||||
Convertible Senior Notes | ||||||||||||
Trading days | 20 | |||||||||||
Consecutive trading days | 30 | |||||||||||
Conversion price (as a percent) | 130% | |||||||||||
7.0% Convertible Senior Note | Under Certain Circumstances Resulting In Increase To Conversion Rate [Member] | Maximum | ||||||||||||
Convertible Senior Notes | ||||||||||||
Conversion of notes through common stock issuance (in shares) | shares | 39,659,890 | |||||||||||
Conversion rates for the notes (in shares) | 282.4859 | |||||||||||
3.75% Convertible Senior Notes | ||||||||||||
Convertible Senior Notes | ||||||||||||
Amount of debt converted | $ 138,800,000 | 138,800,000 | ||||||||||
Principal amount | $ 58,462,000 | $ 58,462,000 | $ 58,500,000 | $ 197,278,000 | $ 212,500,000 | $ 12,500,000 | $ 200,000,000 | |||||
Accrued and unpaid interest | $ 1,600,000 | |||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |||
Conversion of debt | $ 138,800,000 | |||||||||||
Conversion of notes through common stock issuance (in shares) | shares | 0 | 0 | ||||||||||
Effective interest rate (as a percent) | 4.50% | 4.50% | 4.50% | |||||||||
Loss on extinguishment of debt | $ (14,000,000) | |||||||||||
Fair value of convertible senior notes | $ 60,400,000 | $ 60,400,000 | ||||||||||
5.5% Convertible Senior Notes | ||||||||||||
Convertible Senior Notes | ||||||||||||
Principal amount | $ 100,000,000 | |||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% |
Convertible Senior Notes - Comp
Convertible Senior Notes - Components (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Mar. 12, 2024 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 21, 2024 | Mar. 20, 2024 | Dec. 31, 2023 | May 31, 2020 | May 29, 2020 | May 18, 2020 | |
Convertible Senior Notes | ||||||||||
Unamortized debt discount | $ (1,400,000) | $ (1,400,000) | ||||||||
Net carrying amount | $ 209,802,000 | $ 209,802,000 | $ 195,264,000 | |||||||
Interest rate (as a percent) | 7% | 7% | ||||||||
3.75% Convertible Senior Notes | ||||||||||
Convertible Senior Notes | ||||||||||
Principal amount | $ 58,462,000 | $ 58,462,000 | $ 58,500,000 | 197,278,000 | $ 212,500,000 | $ 12,500,000 | $ 200,000,000 | |||
Unamortized debt issuance costs | (496,000) | (496,000) | (2,014,000) | |||||||
Net carrying amount | $ 57,966,000 | $ 57,966,000 | $ 195,264,000 | |||||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |
Conversion of convertible senior notes to common stock | $ 138,800,000 | $ 138,800,000 | ||||||||
7.0% Convertible Senior Note | ||||||||||
Convertible Senior Notes | ||||||||||
Principal amount | $ 140,400,000 | 140,396,000 | $ 140,396,000 | $ 140,400,000 | ||||||
Unamortized debt premium, net of offering costs | 11,440,000 | 11,440,000 | ||||||||
Net carrying amount | $ 151,836,000 | $ 151,836,000 | ||||||||
Interest rate (as a percent) | 7% | 7% | 7% | 7% | ||||||
Conversion of convertible senior notes to common stock | $ 0 | $ 0 |
Convertible Senior Notes - Expe
Convertible Senior Notes - Expenses and Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
3.75% Convertible Senior Notes | ||
Convertible Senior Notes | ||
Interest expense | $ 1,690 | $ 1,849 |
Amortization of debt issuance costs | 316 | 331 |
Interest and Debt Expense, Total | $ 2,006 | $ 2,180 |
Effective interest rate (as a percent) | 4.50% | 4.50% |
7.0% Convertible Senior Note | ||
Convertible Senior Notes | ||
Interest expense | $ 296 | |
Amortization of premium | (159) | |
Interest and Debt Expense, Total | $ 137 | |
Effective interest rate (as a percent) | 3% |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call and Common Stock Forward (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||||
Mar. 12, 2024 | May 18, 2020 | Mar. 31, 2024 | Mar. 31, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 21, 2024 | Mar. 20, 2024 | Dec. 31, 2023 | May 31, 2020 | May 29, 2020 | |
Capped Call and Common Stock Forward | |||||||||||
Interest rate (as a percent) | 7% | 7% | |||||||||
Common Stock Forward | |||||||||||
Capped Call and Common Stock Forward | |||||||||||
Net cost incurred | $ 27,500 | ||||||||||
Number of shares settled | 0 | 0 | |||||||||
3.75% Convertible Senior Notes | |||||||||||
Capped Call and Common Stock Forward | |||||||||||
Principal amount | $ 200,000 | $ 58,462 | $ 58,462 | $ 58,500 | $ 197,278 | $ 212,500 | $ 12,500 | ||||
Interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | ||
Conversion of convertible senior notes to common stock | $ 138,800 | $ 138,800 | |||||||||
Conversion of notes through common stock issuance (in shares) | 0 | 0 | |||||||||
Convertible senior notes | $ 60,400 | $ 60,400 | |||||||||
3.75% Convertible Senior Notes | Capped Call | |||||||||||
Capped Call and Common Stock Forward | |||||||||||
Capped call options amount | $ 16,200 | ||||||||||
Cap price | $ 6.7560 | ||||||||||
Premium (as a percent) | 60% | ||||||||||
Closing stock price on grant date | $ 4.11 | ||||||||||
5.5% Convertible Senior Notes | |||||||||||
Capped Call and Common Stock Forward | |||||||||||
Principal amount | $ 100,000 | ||||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | ||||||||
5.5% Convertible Senior Notes | Common Stock Forward | |||||||||||
Capped Call and Common Stock Forward | |||||||||||
Common stock shares issued | 14,397,906 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | ||
Feb. 23, 2024 | Jan. 17, 2024 | May 10, 2024 | Mar. 31, 2024 | May 10, 2024 | |
Stockholders' equity | |||||
Aggregate offering price | $ 305,346 | ||||
Net proceeds from shares of common stock sold | 305,346 | ||||
At Market Issuance Sales Agreement | |||||
Stockholders' equity | |||||
Net proceeds from shares of common stock sold | $ 309,300 | $ 457,100 | |||
Common stock shares issued | 79,553,175 | 135,354,467 | |||
Remaining authorized for issuance | $ 697,900 | ||||
Common stock reserved for future issuance | $ 1,000,000 | ||||
Stock issuance cost | $ 3,900 | $ 6,500 | |||
Per share price of shares of common stock | $ 3.38 | $ 3.89 | $ 3.38 | ||
Maximum | At Market Issuance Sales Agreement | |||||
Stockholders' equity | |||||
Aggregate offering price | $ 1,000,000 | ||||
Subsequent event | At Market Issuance Sales Agreement | |||||
Stockholders' equity | |||||
Net proceeds from shares of common stock sold | $ 147,800 | ||||
Common stock shares issued | 55,801,292 | ||||
Stock issuance cost | $ 2,600 | ||||
Per share price of shares of common stock | $ 2.65 | $ 2.65 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) - Foreign Currency Items - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accumulated other comprehensive income(loss) | ||
Other comprehensive loss before reclassifications | $ 1.7 | |
Net current-period other comprehensive income | $ 2.3 | $ 5.3 |
Warrant Transaction Agreement_2
Warrant Transaction Agreements - Amazon.com, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Aug. 24, 2022 USD ($) $ / shares D shares | Jul. 20, 2020 D | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 shares | Jun. 30, 2023 USD ($) shares | Apr. 04, 2017 shares | |
Class of Warrant or Right [Line Items] | |||||||
Selling, General and Administrative Expense | $ | $ 77,959 | $ 104,016 | |||||
(Benefit)/loss on service contracts | $ | $ 3,809 | $ 221 | |||||
2017 Amazon 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 | ||||||
Number of warrants exercised to date | 34,917,912 | 27,600,000 | |||||
Warrant shares vested (in shares) | 55,286,696 | 55,286,696 | |||||
Provision for common stock warrants | $ | $ 0 | $ 200 | |||||
2017 Amazon Transaction Agreement | Maximum | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 55,286,696 | ||||||
2017 Amazon Transaction Agreement | Warrant Issued Tranche Three [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Threshold trading days | D | 30 | ||||||
2017 Amazon Transaction Agreement | Amazon | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of warrants exercised (in shares) | 34,917,912 | 34,917,912 | |||||
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement | Warrant Issued Tranche One [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Contract asset | $ | $ 19,300 | ||||||
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement | Warrant Issued Tranche Two [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Contract asset | $ | 19,300 | ||||||
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 | $ | 0 | ||||||
Warrant Issued With Amazon | |||||||
Class of Warrant or Right [Line Items] | |||||||
Provision for common stock warrants | $ | $ 700 | ||||||
2022 Amazon transaction agreement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Minimum percentage of warrants vested and exercisable automatically | 60% | ||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 | ||||||
Number of warrants exercised to date | 0 | 0 | |||||
Warrant shares vested (in shares) | 2,000,000 | 2,000,000 | |||||
Provision for common stock warrants | $ | $ 1,100 | ||||||
2022 Amazon transaction agreement | Maximum | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares of common stock that can be purchased from warrants issued (in shares) | 16,000,000 | ||||||
2022 Amazon transaction agreement | Warrants Tranches One Through Three [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
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 | ||||||
2022 Amazon transaction agreement | Warrants Tranches One Through Three [Member] | Risk free interest rate | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding measurement input | 0.0315 | ||||||
2022 Amazon transaction agreement | Warrants Tranches One Through Three [Member] | Volatility | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding measurement input | 0.7500 | ||||||
2022 Amazon transaction agreement | Warrants Tranches One Through Three [Member] | Expected average term | |||||||
Class of Warrant or Right [Line Items] | |||||||
Expected average term | 7 years | ||||||
2022 Amazon transaction agreement | Warrants Tranches One Through Three [Member] | Exercise price | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding measurement input | $ / shares | 22.98 | ||||||
2022 Amazon transaction agreement | Warrants Tranches One Through Three [Member] | Stock price | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding measurement input | $ / shares | 20.36 | ||||||
2022 Amazon transaction agreement | Warrant Issued Tranche One [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant shares vested (in shares) | 1,000,000 | ||||||
Warrant charge capitalized | $ | $ 20,400 | ||||||
2022 Amazon transaction agreement | Warrant Issued Tranche Two [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant shares vested (in shares) | 1,000,000 | ||||||
Warrant charge capitalized | $ | $ 20,400 | ||||||
2022 Amazon transaction agreement | Warrant Issued Tranche Three [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Cash payments to be received under agreement | $ | $ 1,000,000 | ||||||
Contract asset | $ | $ 2,000 | ||||||
2022 Amazon transaction agreement | Warrant Issued Tranche Four [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant shares vested (in shares) | 7,000,000 | ||||||
Warrant percentage weighted average share price | 90% | ||||||
Threshold trading days | D | 30 | ||||||
2022 Amazon transaction agreement | Warrant Issued Tranche Four [Member] | Risk free interest rate | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding measurement input | 0.0412 | ||||||
2022 Amazon transaction agreement | Warrant Issued Tranche Four [Member] | Volatility | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding measurement input | 0.9000 | ||||||
2022 Amazon transaction agreement | Warrant Issued Tranche Four [Member] | Expected average term | |||||||
Class of Warrant or Right [Line Items] | |||||||
Expected average term | 4 years | ||||||
2022 Amazon transaction agreement | Warrant Issued Tranche Four [Member] | Exercise price | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding measurement input | $ / shares | 3.10 | ||||||
2022 Amazon transaction agreement | Warrant Issued Tranche Four [Member] | Stock price | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding measurement input | $ / shares | 3.44 | ||||||
2022 Amazon transaction agreement | Vest in multiple tranches | |||||||
Class of Warrant or Right [Line Items] | |||||||
Vesting period | 7 years | ||||||
Cash payments to be received under agreement | $ | $ 2,100,000 | ||||||
Warrant shares vested (in shares) | 15,000,000 |
Warrant Transaction Agreement_3
Warrant Transaction Agreements - Walmart Stores, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Oct. 30, 2023 $ / shares | Jan. 01, 2019 $ / shares | Jul. 20, 2017 USD ($) installment $ / shares shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 shares | |
Warrant Transaction Agreements | ||||||
Provision compared for common stock warrants | $ 10,236 | $ 19,641 | ||||
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 | |||||
Number of warrants exercised to date | shares | 13,094,217 | 13,094,217 | ||||
Warrant shares vested (in shares) | shares | 37,464,010 | 34,917,912 | ||||
Contract asset | $ 6,900 | |||||
Provision compared for common stock warrants | 3,700 | $ 12,900 | ||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrants Tranches One And Two [Member] | ||||||
Warrant Transaction Agreements | ||||||
Cash payments to be received under agreement | $ 200,000 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.1231 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrants Tranches One And Two [Member] | Risk free interest rate | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | 0.0263 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrants Tranches One And Two [Member] | Volatility | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | 0.9500 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrants Tranches One And Two [Member] | Expected average term | ||||||
Warrant Transaction Agreements | ||||||
Expected average term | 8 years 6 months 18 days | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrants Tranches One And Two [Member] | Exercise price | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | $ / shares | 2.12 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrants Tranches One And Two [Member] | Stock price | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | $ / shares | 1.24 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrant Issued Tranche Three [Member] | ||||||
Warrant Transaction Agreements | ||||||
Cash payments to be received under agreement | $ 400,000 | |||||
Warrant shares vested (in shares) | shares | 20,368,784 | |||||
Warrant percentage weighted average share price | 90% | |||||
Number of installments | installment | 8 | |||||
Number of shares per installment | shares | 2,546,098 | |||||
Cash receipt per installment | $ 50,000 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 6.28 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrant Issued Tranche Three [Member] | Risk free interest rate | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | 0.0473 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrant Issued Tranche Three [Member] | Volatility | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | 0.7500 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrant Issued Tranche Three [Member] | Expected average term | ||||||
Warrant Transaction Agreements | ||||||
Expected average term | 3 years 8 months 19 days | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrant Issued Tranche Three [Member] | Exercise price | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | $ / shares | 6.28 | |||||
Warrants issued with the Walmart Stores, Inc transaction agreement | Warrant Issued Tranche Three [Member] | Stock price | ||||||
Warrant Transaction Agreements | ||||||
Warrants and rights outstanding measurement input | $ / shares | 5.70 | |||||
USE VESTING AXIS | Warrant Issued Tranche One [Member] | ||||||
Warrant Transaction Agreements | ||||||
Contract asset | 19,300 | |||||
USE VESTING AXIS | Warrant Issued Tranche Two [Member] | ||||||
Warrant Transaction Agreements | ||||||
Contract asset | $ 19,300 | |||||
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 | USE VESTING AXIS | ||||||
Warrant Transaction Agreements | ||||||
Provision for common stock warrants | $ 0 | |||||
Maximum | 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 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Net revenue | $ 120,264 | $ 210,286 |
Sales of fuel cell systems | ||
Revenue | ||
Net revenue | 19,003 | 28,852 |
Sale of hydrogen infrastructure | ||
Revenue | ||
Net revenue | 12,295 | 48,868 |
Sale of electrolyzers | ||
Revenue | ||
Net revenue | 1,351 | 40,032 |
Sales of engineered equipment | ||
Revenue | ||
Net revenue | 4,216 | 7,753 |
Services performed on fuel cell systems and related infrastructure | ||
Revenue | ||
Net revenue | 13,023 | 9,097 |
Power purchase agreements | ||
Revenue | ||
Net revenue | 18,304 | 7,937 |
Fuel delivered to customers and related equipment | ||
Revenue | ||
Net revenue | 18,286 | 10,142 |
Sales of cryogenic equipment and other | ||
Revenue | ||
Net revenue | 31,430 | 56,589 |
Other | ||
Revenue | ||
Net revenue | $ 2,356 | $ 1,016 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - Sales of fuel cell systems - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disaggregation of revenue | ||
Accounts receivable | $ 148,822 | $ 243,811 |
Contract assets | 160,374 | 155,989 |
Deferred revenue and contract liabilities | $ 255,802 | $ 288,302 |
Revenue - Changes in contract a
Revenue - Changes in contract assets and contract liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Contract assets | |||
Net change in contract assets | $ (1,356) | $ 14,677 | |
Contract liabilities | |||
Increases due to cash received, net of amounts recognized as revenue during the period | 12,057 | $ 151,965 | |
Change in contract liabilities related to warrants | 110 | 440 | |
Revenue recognized that was included in the contract liability balance as of the beginning of the period | (44,667) | (94,001) | |
Net change in deferred revenue and contract liabilities | (32,500) | 58,404 | |
Sales of fuel cell systems | |||
Contract assets | |||
Transferred to receivables from contract assets recognized at the beginning of the period | (9,082) | (94,860) | |
Change in contract assets related to warrants | 5,850 | 14,260 | |
Impairment | (2,375) | ||
Revenue recognized and not billed as of the end of the period | 7,617 | 134,677 | |
Net change in contract assets | $ 4,385 | $ 51,702 |
Revenue - Estimated future reve
Revenue - Estimated future revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Revenue | |
Total estimated future revenue | $ 1,136,703 |
Sales of fuel cell systems | |
Revenue | |
Total estimated future revenue | 55,671 |
Sale of hydrogen installations and other infrastructure | |
Revenue | |
Total estimated future revenue | 31,039 |
Sale of electrolyzers | |
Revenue | |
Total estimated future revenue | 303,127 |
Sale of oil and gas equipment | |
Revenue | |
Total estimated future revenue | 14,559 |
Services performed on fuel cell systems and related infrastructure | |
Revenue | |
Total estimated future revenue | 142,111 |
Power purchase agreements | |
Revenue | |
Total estimated future revenue | 419,406 |
Fuel delivered to customers and related equipment | |
Revenue | |
Total estimated future revenue | 93,685 |
Sales of cryogenic equipment and other | |
Revenue | |
Total estimated future revenue | $ 77,105 |
Maximum | Sales of fuel cell systems | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 1 year |
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 |
Duration of estimated revenue expected to be recognized in future (in years) | 10 years |
Maximum | Power purchase agreements | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 10 years |
Minimum | Sales of fuel cell systems | |
Revenue | |
Duration of estimated revenue expected to be recognized in future (in years) | 2 years |
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 |
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) | 1 year |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Taxes | ||
Income tax expense/(benefit) | $ 163 | $ (1,270) |
Global minimum corporate tax rate | 15% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value Measurements | |
Transfers between Level 1, Level 2, and Level 3 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 14, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value | ||||||
Change in fair value of contingent consideration | $ (9,200) | $ 8,769 | ||||
Cash payments | 10,000 | |||||
Foreign currency translation adjustment | (690) | |||||
Payments of contingent consideration | 836 | $ 2,000 | ||||
Recurring basis | Level 3 | Contingent consideration | ||||||
Fair Value | ||||||
Liabilities, Fair value | 106,326 | $ 126,216 | ||||
Joule Processing LLC | ||||||
Fair Value | ||||||
Contingent consideration | $ 41,700 | |||||
Change in fair value of contingent consideration | 7,500 | |||||
Joule Processing LLC | Contingent consideration | ||||||
Fair Value | ||||||
Liabilities, Fair value | 5,000 | |||||
Carrying value | Recurring basis | Contingent consideration | ||||||
Fair Value | ||||||
Liabilities, Fair value | 106,326 | 126,216 | ||||
Fair value | Recurring basis | Contingent consideration | ||||||
Fair Value | ||||||
Liabilities, Fair value | 106,326 | 126,216 | ||||
Fair value | Giner ELX, Inc | Contingent consideration | ||||||
Fair Value | ||||||
Liabilities, Fair value | 18,700 | 18,000 | ||||
Contingent consideration | $ 16,000 | |||||
Fair value | United Hydrogen Group Inc | Contingent consideration | ||||||
Fair Value | ||||||
Liabilities, Fair value | 1,000 | 900 | ||||
Contingent consideration | $ 1,100 | |||||
Fair value | Frames Holding B.V. | Contingent consideration | ||||||
Fair Value | ||||||
Liabilities, Fair value | 28,600 | 31,800 | ||||
Contingent consideration | $ 29,100 | |||||
Change in fair value of contingent consideration | (2,500) | |||||
Foreign currency translation adjustment | 700 | |||||
Fair value | Joule Processing LLC | Contingent consideration | ||||||
Fair Value | ||||||
Liabilities, Fair value | 5,000 | $ 75,500 | ||||
Cash payments | 10,000 | |||||
Fair value | Joule Processing LLC | Recurring basis | Contingent consideration | ||||||
Fair Value | ||||||
Liabilities, Fair value | $ 106,300 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and liabilities measured at fair value on recurring basis that have unobservable inputs (Details) $ in Thousands | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Credit spread | Contingent consideration | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Contingent Consideration, measurement input | 0.1361 | |||
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 | 13.61 | |||
Recurring basis | Level 3 | Scenario based method | Credit spread | Business Combination, One | Maximum | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Contingent Consideration, measurement input | 14.04 | |||
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 | 17.98 | |||
Recurring basis | Level 3 | Scenario based method | Discount rate | Business Combination, One | Maximum | Contingent consideration | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Contingent Consideration, measurement input | 19.06 | |||
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 | $ 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 | Discount rate | Minimum | Contingent consideration | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Contingent Consideration, measurement input | 0.1771 | |||
Fair value | Discount rate | Maximum | Contingent consideration | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Contingent Consideration, measurement input | 0.1906 | |||
Fair value | Scenario based method | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Contingent consideration | $ 126,216 | |||
Fair value | Recurring basis | Level 3 | Scenario based method | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Contingent consideration | $ 106,326 | |||
Fair value | Recurring basis | Level 3 | Scenario based method | Contingent consideration | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Contingent consideration | $ 106,326 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Instruments Reconciliation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 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 | $ 126,216 |
Cash payments | (10,000) |
Fair value adjustments | (9,200) |
Foreign currency translation adjustment | (690) |
Balance at the end of the period | $ 106,326 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | $ 61,072 | $ 56,096 | |
Capital commitment to be made in remainder of 2024 | $ 98,100 | ||
HyVia | |||
Schedule of Equity Method Investments [Line Items] | |||
Common Stock Ownership % | 50% | 50% | |
Carrying Value | $ 1,402 | $ (2,068) | |
Payments to acquire equity method investments | $ 16,200 | 22,300 | |
AccionaPlug S.L. | |||
Schedule of Equity Method Investments [Line Items] | |||
Common Stock Ownership % | 50% | 50% | |
Carrying Value | $ 4,371 | $ 3,198 | |
Payments to acquire equity method investments | $ 1,700 | 0 | |
Clean H2 Infra Fund | |||
Schedule of Equity Method Investments [Line Items] | |||
Common Stock Ownership % | 5% | 5% | |
Carrying Value | $ 17,428 | $ 13,357 | |
Payments to acquire equity method investments | $ 4,000 | 0 | |
SK Plug Hyverse | |||
Schedule of Equity Method Investments [Line Items] | |||
Common Stock Ownership % | 49% | 49% | |
Carrying Value | $ 37,871 | $ 41,609 | |
Payments to acquire equity method investments | $ 0 | $ 17,800 |
Operating and Finance Lease L_3
Operating and Finance Lease Liabilities - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Lessee, Lease, Description | |||
Rental expense for all operating lease | $ 26.3 | $ 21.9 | |
Prepaid rent and security deposit | 7.4 | ||
Finance lease, right-of-use asset, amortization and interest expense | 1.9 | $ 1.1 | |
Right of use assets, finance lease | 56.1 | $ 57.3 | |
Accumulated amortization of right-of-use asset from finance lease | $ 10.1 | $ 9 | |
Minimum | |||
Lessee, Lease, Description | |||
Lease Term - as Lessee | 1 year | ||
Maximum | |||
Lessee, Lease, Description | |||
Lease Term - as Lessee | 7 years |
Operating and Finance Lease L_4
Operating and Finance Lease Liabilities - Future minimum lease payments under operating and finance leases (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Future minimum lease payments under operating lease | |
Remainder of 2024 | $ 50,427 |
2025 | 72,561 |
2026 | 85,950 |
2027 | 94,822 |
2028 | 74,684 |
2029 and thereafter | 147,725 |
Total future minimum lease payments | 526,169 |
Less imputed interest | (182,699) |
Total operating lease, liabilities | 343,470 |
Future minimum lease payments under finance leases | |
Remainder of 2024 | 9,089 |
2025 | 15,030 |
2026 | 12,172 |
2027 | 8,482 |
2028 | 1,896 |
2029 and thereafter | 3,243 |
Total future minimum lease payments | 49,912 |
Less imputed interest | (6,637) |
Total finance lease liabilities | 43,275 |
Future minimum lease payments under operating and finance leases | |
Remainder of 2024 | 52,323 |
2025 | 81,043 |
2026 | 98,122 |
2027 | 109,852 |
2028 | 83,773 |
2029 and thereafter | 150,968 |
Total future minimum payments | 576,081 |
Less imputed interest | (189,336) |
Total | $ 386,745 |
Operating and Finance Lease L_5
Operating and Finance Lease Liabilities - Other information related to the operating leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other information of operating leases | ||
Cash payments - operating cash flows (in thousands) | $ 24,960 | $ 21,648 |
Weighted average remaining lease term (in years) | 7 years 2 months 15 days | 2 years 7 months 28 days |
Weighted average discount rate (as a percent) | 11.50% | 11.30% |
Operating and Finance Lease L_6
Operating and Finance Lease Liabilities - Other information related to the finance leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other information | ||
Cash payments - operating cash flows (in thousands) | $ 764 | $ 766 |
Cash payments - financing cash flows (in thousands) | $ 2,272 | $ 2,059 |
Weighted average remaining lease term (in years) | 3 years 7 months 28 days | 3 years 9 months 10 days |
Weighted average discount rate (as a percent) | 6.80% | 6.70% |
Finance Obligation - Narrative
Finance Obligation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Finance Obligation | |||
Finance obligation under sale-leaseback transaction | $ 349,785 | ||
Current portion of finance obligation in sale-leaseback transaction | 85,175 | $ 84,031 | |
Noncurrent portion of finance obligation in sale-leaseback transaction | 264,610 | 284,363 | |
Sale of Future Revenue - Debt | |||
Finance Obligation | |||
Finance obligation under sale-leaseback transaction | 333,021 | 350,800 | |
Current portion of finance obligation in sale-leaseback transaction | 75,700 | 74,000 | |
Noncurrent portion of finance obligation in sale-leaseback transaction | 257,300 | 276,800 | |
Interest on lease liabilities, finance lease | 10,000 | $ 9,200 | |
Sale/Leaseback Financings | |||
Finance Obligation | |||
Finance obligation under sale-leaseback transaction | 16,764 | 17,600 | |
Current portion of finance obligation in sale-leaseback transaction | 9,500 | 10,000 | |
Noncurrent portion of finance obligation in sale-leaseback transaction | $ 7,300 | $ 7,600 |
Finance Obligation - Future min
Finance Obligation - Future minimum payments under finance obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Future minimum payments under finance obligations | ||
Remainder of 2024 | $ 92,277 | |
2025 | 106,776 | |
2026 | 90,053 | |
2027 | 73,482 | |
2028 | 53,203 | |
2029 and thereafter | 26,634 | |
Total future minimum payments | 442,425 | |
Less imputed interest | (92,640) | |
Total | 349,785 | |
Sale of Future Revenue - Debt | ||
Future minimum payments under finance obligations | ||
Remainder of 2024 | 82,353 | |
2025 | 104,547 | |
2026 | 87,824 | |
2027 | 71,253 | |
2028 | 51,188 | |
2029 and thereafter | 25,503 | |
Total future minimum payments | 422,668 | |
Less imputed interest | (89,647) | |
Total | 333,021 | $ 350,800 |
Sale/Leaseback Financings | ||
Future minimum payments under finance obligations | ||
Remainder of 2024 | 9,924 | |
2025 | 2,229 | |
2026 | 2,229 | |
2027 | 2,229 | |
2028 | 2,015 | |
2029 and thereafter | 1,131 | |
Total future minimum payments | 19,757 | |
Less imputed interest | (2,993) | |
Total | $ 16,764 | $ 17,600 |
Finance Obligation - Other info
Finance Obligation - Other information related to finance obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Sale Leaseback Transaction [Line Items] | ||
Cash payments - financing cash flows (in thousands) | $ 2,272 | $ 2,059 |
Weighted average remaining term (years) | 3 years 7 months 28 days | 3 years 9 months 10 days |
Weighted average discount rate (as a percent) | 6.80% | 6.70% |
Finance obligation | ||
Sale Leaseback Transaction [Line Items] | ||
Cash payments - financing cash flows (in thousands) | $ 28,660 | $ 24,311 |
Weighted average remaining term (years) | 4 years 3 months 7 days | 4 years 9 months 3 days |
Weighted average discount rate (as a percent) | 11.30% | 11.20% |
Commitments and Contingencies -
Commitments and Contingencies - Concentrations of Credit Risk (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) customer | Mar. 31, 2023 customer | Dec. 31, 2023 USD ($) customer | |
Customer Concentration | |||
Restricted cash | $ 552,800 | $ 573,500 | |
Letter of credit | 351,800 | 370,700 | |
Letters of credit on sale/leaseback agreements | 321,000 | 340,000 | |
Customs related letters of credit | 30,800 | 30,700 | |
Construction escrow | 76,900 | 76,800 | |
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 | $ 12,300 | $ 11,700 | |
Accounts receivable | Customer concentration | One customers | |||
Customer Concentration | |||
Number of customers | customer | 1 | ||
Concentration risk (as a percent) | 21.50% | ||
Accounts receivable | Customer concentration | Three customers | |||
Customer Concentration | |||
Number of customers | customer | 3 | ||
Concentration risk (as a percent) | 30.30% | ||
Revenues | Customer concentration | Two customers | |||
Customer Concentration | |||
Number of customers | customer | 2 | 2 | |
Concentration risk (as a percent) | 44.20% | 25.50% |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations (Details) $ in Thousands, € in Millions | 3 Months Ended | ||
Mar. 31, 2024 EUR (€) | Mar. 31, 2024 USD ($) | May 30, 2023 EUR (€) | |
Guarantee | |||
Amount of guarantee | € | € 20 | ||
Payments related to guarantee | € | € 0 | ||
Recorded Unconditional Purchase Obligation, Fiscal Year Maturity Schedule [Abstract] | |||
Remainder of 2024 | $ 37,742 | ||
2025 | 8,023 | ||
2026 | 8,023 | ||
2027 | 2,638 | ||
Total | $ 56,426 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Benefit Plans | ||
Compensation cost | $ 10,371 | $ 40,181 |
Service Stock Options Awards | ||
Employee Benefit Plans | ||
Compensation cost | $ 6,900 | 8,200 |
Performance Stock Option Awards | ||
Employee Benefit Plans | ||
Options exercisable (as a percent) | 200% | |
Compensation cost | $ 6,100 | 17,400 |
Stock Incentive Plan 2011 And 2021 | ||
Employee Benefit Plans | ||
Compensation cost | 10,400 | 40,200 |
Company's matching contributions | 3,200 | 3,200 |
Cost of sales | ||
Employee Benefit Plans | ||
Compensation cost | 2,006 | 2,677 |
Research and development | ||
Employee Benefit Plans | ||
Compensation cost | 2,342 | 2,283 |
Selling, general and administrative | ||
Employee Benefit Plans | ||
Compensation cost | $ 6,023 | $ 35,221 |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Activity, Weighted Average Exercise Price (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Shares | |||
Granted (in shares) | 313,000 | 94,550 | |
Stock option activity additional disclosures | |||
Compensation cost | $ 10,371 | $ 40,181 | |
Options granted | 313,000 | 94,550 | |
Service Stock Options Awards | |||
Shares | |||
Options outstanding, beginning balance (in shares) | 17,336,362 | ||
Options exercisable, beginning balance (in shares) | 8,288,944 | ||
Options unvested, beginning balance (in shares) | 9,047,418 | ||
Granted (in shares) | 313,000 | ||
Exercised (in shares) | (20,000) | ||
Forfeited (in shares) | (920,300) | ||
Options outstanding, end balance (in shares) | 16,709,062 | 17,336,362 | |
Options exercisable, ending balance (in shares) | 8,334,755 | 8,288,944 | |
Options unvested, ending balance (in shares) | 8,374,307 | 9,047,418 | |
Weighted Average Exercise Price | |||
Options outstanding, beginning balance, weighted-average exercise price | $ 11.37 | ||
Options exercisable, beginning balance, weighted-average exercise price | 11.84 | ||
Options unvested, beginning balance, weighted-average exercise price | 10.94 | ||
Granted, weighted-average exercise price | 3.28 | ||
Exercised, weighted-average exercise price | 2.10 | ||
Forfeited, weighted-average exercise price | 19.42 | ||
Options outstanding, ending balance, weighted-average exercise price | 10.79 | $ 11.37 | |
Options exercisable, ending balance, weighted-average exercise price | 11.93 | 11.84 | |
Options unvested, ending balance, weighted-average exercise price | $ 9.65 | $ 10.94 | |
Stock option activity additional disclosures | |||
Options outstanding, weighted-average remaining contractual term | 7 years 7 months 6 days | 7 years 10 months 9 days | |
Options exercisable, weighted-average remaining contractual term | 5 years 10 months 24 days | 6 years 2 months 4 days | |
Options unvested, weighted-average remaining contractual term | 9 years 3 months 14 days | 9 years 4 months 20 days | |
Options outstanding, aggregate intrinsic value | $ 3,858 | $ 11,391 | |
Options exercisable, aggregate intrinsic value | 3,792 | 7,250 | |
Options unvested, aggregate intrinsic value | $ 66 | $ 4,141 | |
Weighted-average grant date fair value of options granted (per share) | $ 2.41 | $ 10.48 | |
Fair value of stock options that vested during the period | $ 6,100 | $ 7,500 | |
Option expected to vest (in shares) | 3,904,333 | ||
Compensation cost | $ 6,900 | 8,200 | |
Unrecognized compensation cost | $ 40,700 | ||
Period for recognition | 1 year 11 months 26 days | ||
Intrinsic fair value of options exercised | $ 30 | $ 1,300 | |
Options granted | 313,000 | ||
Performance Stock Option Awards | |||
Shares | |||
Options outstanding, beginning balance (in shares) | 21,925,000 | ||
Options exercisable, beginning balance (in shares) | 2,782,000 | ||
Options unvested, beginning balance (in shares) | 19,143,000 | ||
Exercised (in shares) | 0 | 0 | |
Forfeited (in shares) | (2,250,000) | ||
Options outstanding, end balance (in shares) | 19,675,000 | 21,925,000 | |
Options exercisable, ending balance (in shares) | 2,782,000 | 2,782,000 | |
Options unvested, ending balance (in shares) | 16,893,000 | 19,143,000 | |
Weighted Average Exercise Price | |||
Options outstanding, beginning balance, weighted-average exercise price | $ 21.32 | ||
Options exercisable, beginning balance, weighted-average exercise price | 26.9 | ||
Options unvested, beginning balance, weighted-average exercise price | 20.50 | ||
Options outstanding, ending balance, weighted-average exercise price | 21.44 | $ 21.32 | |
Options exercisable, ending balance, weighted-average exercise price | 26.92 | 26.9 | |
Options unvested, ending balance, weighted-average exercise price | $ 20.54 | $ 20.50 | |
Stock option activity additional disclosures | |||
Options outstanding, weighted-average remaining contractual term | 4 years 11 months 12 days | 5 years 3 months 7 days | |
Options exercisable, weighted-average remaining contractual term | 4 years 5 months 23 days | 4 years 8 months 12 days | |
Options unvested, weighted-average remaining contractual term | 5 years 10 days | 5 years 4 months 6 days | |
Weighted-average grant date fair value of options granted (per share) | $ 0 | $ 0 | |
Fair value of stock options that vested during the period | $ 0 | $ 0 | |
Unvested stock options expected to vest period for calculation of weighted- average exercise price | 5 years 6 months 14 days | ||
Unvested stock options, weighted- average exercise price | $ 14.66 | ||
Compensation cost | $ 6,100 | $ 17,400 | |
Unvested performance stock options | 15,200 | ||
Non-cash compensation expense reversals compensation cost | 9,100 | ||
Unrecognized compensation cost | 21,000 | ||
Aggregate intrinsic value of unvested performance stock options | $ 0 | ||
Period for recognition | 1 year 4 months 17 days |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Common Stock and Restricted Stock Unit Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Benefit Plans | ||
Compensation cost | $ 10,371 | $ 40,181 |
Restricted stock and restricted stock units outstanding | ||
Employee Benefit Plans | ||
Compensation cost | 9,600 | 14,600 |
Unrecognized compensation cost | $ 63,300 | |
Period for recognition | 1 year 10 months 6 days | |
Fair value of restricted stock units vested | $ 6,600 | $ 13,500 |
Outstanding balance | 5,914,856 | |
Shares | ||
Unvested restricted stock and restricted stock units, beginning balance (in shares) | 6,732,884 | |
Granted (in shares) | 17,000 | |
Vested (in shares) | (230,675) | |
Forfeited (in shares) | (604,353) | |
Unvested restricted stock and restricted stock units, end balance (in shares) | 5,914,856 | |
Weighted Average Grant Date Fair Value | ||
Unvested restricted stock, beginning balance, weighted average grant date fair value | $ 15.66 | |
Granted, weighted average grant date fair value | 5.23 | $ 15.44 |
Vested, weighted average grant date fair value | 28.42 | |
Forfeited, weighted average grant date fair value | 18.69 | |
Unvested restricted stock, end balance, weighted average grant date fair value | $ 14.82 | |
Aggregate Intrinsic Value | ||
Unvested restricted stock, beginning balance, aggregate intrinsic value | $ 30,298 | |
Unvested restricted stock, end balance, aggregate intrinsic value | 20,347 | |
Restricted common units with performance target | ||
Employee Benefit Plans | ||
Compensation cost | 600 | |
Unrecognized compensation cost | $ 2,500 | |
Period for recognition | 2 years 3 months 29 days | |
Outstanding balance | 375,000 | |
Shares | ||
Unvested restricted stock and restricted stock units, end balance (in shares) | 375,000 |
Employee Benefit Plans - 401(K)
Employee Benefit Plans - 401(K) Saving And Retirement Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Non-Employee Benefit Plan Compensation | ||
Compensation cost | $ 10,371 | $ 40,181 |
Non Employee Director | ||
Non-Employee Benefit Plan Compensation | ||
Granted (in shares) | 53,598 | 10,316 |
Compensation cost | $ 200 | $ 100 |
Savings And Retirement Plan 401 K | ||
401(K) Savings & Retirement Plan | ||
Common stock, shares issued | 895,258 | 219,970 |
Total expense (including issuance of shares) | $ 3,200 | $ 3,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses | ||
Accrued payroll and compensation related costs | $ 24,193 | $ 32,584 |
Accrual for capital expenditures | 48,072 | 83,781 |
Accrued accounts payable | 63,435 | 64,767 |
Accrued sales and other taxes | 17,738 | 17,207 |
Accrued interest | 969 | 562 |
Accrued other | 407 | 1,643 |
Total | $ 154,814 | $ 200,544 |
Segment and Geographic Area R_3
Segment and Geographic Area Reporting - Segment and reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment and Geographic Area Reporting | ||
Revenues. | $ 120,264 | $ 210,286 |
Cost of revenue | (279,339) | (279,682) |
Gross loss | (159,075) | (69,396) |
Consolidated operating expenses | (100,334) | (140,403) |
Loss before income taxes | $ (295,613) | $ (207,831) |
Segment and Geographic Area R_4
Segment and Geographic Area Reporting - Geographical (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Segment and Geographic Area Reporting | |||
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Revenues | $ 120,264 | $ 210,286 | |
Long-Lived Assets | 2,014,432 | $ 2,004,688 | |
North America | |||
Segment and Geographic Area Reporting | |||
Revenues | 105,914 | 161,807 | |
Long-Lived Assets | 1,904,277 | 1,881,315 | |
Europe | |||
Segment and Geographic Area Reporting | |||
Revenues | 8,571 | 40,153 | |
Long-Lived Assets | 108,869 | 122,489 | |
Asia | |||
Segment and Geographic Area Reporting | |||
Revenues | 5,074 | 3,255 | |
Other | |||
Segment and Geographic Area Reporting | |||
Revenues | 705 | $ 5,071 | |
Long-Lived Assets | $ 1,286 | $ 884 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transactions | |||
Related party total revenue | $ 120,264 | $ 210,286 | |
HyVia | |||
Related Party Transactions | |||
Ownership percentage in joint venture | 50% | 50% | |
Related party total revenue | $ 3,100 | 3,800 | |
Outstanding accounts receivable | $ 2,800 | $ 2,300 | |
SK Plug Hyverse | |||
Related Party Transactions | |||
Ownership percentage in joint venture | 49% | 49% | |
Related party total revenue | $ 3,400 | $ 200 | |
Outstanding accounts receivable | $ 4,300 | $ 1,700 |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Incurred Cost | $ 6,011 |
Employee Severance [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Incurred Cost | 5,200 |
Restructuring Reserve, Current | 800 |
One-time Termination Benefits [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | 1,100 |
Restructuring Reserve, Current | 600 |
Other Restructuring [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Incurred Cost | 800 |
Restructuring Reserve, Current | 100 |
Other Specified Restructuring [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve, Current | $ 200 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended |
May 10, 2024 | Mar. 31, 2024 | May 10, 2024 | |
Subsequent Events | |||
Gross proceeds | $ 305,346 | ||
At Market Issuance Sales Agreement | |||
Subsequent Events | |||
Common stock shares issued | 79,553,175 | 135,354,467 | |
Sales price per share | $ 3.38 | $ 3.89 | $ 3.38 |
Gross proceeds | $ 309,300 | $ 457,100 | |
Stock issuance cost | $ 3,900 | $ 6,500 | |
Subsequent Event | At Market Issuance Sales Agreement | |||
Subsequent Events | |||
Common stock shares issued | 55,801,292 | ||
Sales price per share | $ 2.65 | $ 2.65 | |
Gross proceeds | $ 147,800 | ||
Stock issuance cost | $ 2,600 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (295,776) | $ (206,561) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Rule 10b5-1 Arrangement Modified | false |