United States securities and exchange commission logo
October 19, 2021
Paul Middleton
Chief Financial Officer
Plug Power, Inc.
968 Albany Shaker Road
Latham, NY 12110
Re: Plug Power, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2020
Filed May 14, 2021
Form 8-K filed
November 9, 2020
File No. 001-34392
Dear Mr. Middleton:
We have reviewed your August 20, 2021 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 16, 2021 letter.
Form 8-K filed November 9, 2020
Exhibit 99.1, page 1
1. We note your response
to comment 6. Based on the example provided, gross billings is
$120 million, whereas,
the total amount invoiced to customers is $130 million. The
Commission Guidance on
Management s Discussion and Analysis of Financial Condition
and Results of
Operations, issued on January 30, 2020, states that non-GAAP financial
measures exclude
operating and other statistical measures. Based on your response, it is
still unclear to us how
your gross billings amount represents an operating or other
statistical measure and
not a non-GAAP adjusted revenue measure considering it is the
amount of revenue
recognized in the current year inclusive of the value of warrants.
Please explain why a
metric titled and described through disclosure as based on the
Paul Middleton
FirstName
Plug Power,LastNamePaul Middleton
Inc.
Comapany
October 19,NamePlug
2021 Power, Inc.
October
Page 2 19, 2021 Page 2
FirstName LastName
invoice value is not the $130 million in your example, and instead
requires significant
estimates and assumptions, including the allocation of revenue. In
your response, address
why the value of warrants is an operating billings measure and
whether it is included or
referenced in your invoices.
Form 10-K for the Fiscal Year Ended December 31, 2020
Restatement Background, page 3
2. We have read your response to comment 1. Please amend your filing to
provide revised
management s discussion and analysis disclosures for all restated
periods, including the
restated quarterly periods.
3. In your response to comment 2, you indicate that you monetize a
portion of investment tax
credits ("ITC's") through your sale-leaseback transactions. Please
provide additional
details regarding your accounting for the ITC monetization and the
basis in GAAP for
your policy, or point us to where in your filing this information is
disclosed. In doing so,
tell us whether ITC monetization is material to your financial
statements and whether it
represents a material portion of your contracts.
Internal Control Considerations,, page 4
4. We have read your response to comment 3. As the restatement impacted
periods prior to
the most recent fiscal year, it is unclear whether your prior
conclusions on the
effectiveness of internal control over financial reporting ( ICFR
) and disclosure controls
and procedures ( DCP ) for those restated fiscal years are still
appropriate. If
management has determined that a material weakness existed in those
prior fiscal years in
relation to the errors identified and therefore, both ICFR and DCP are
ineffective for those
years, please amend your filing to disclose this information. Refer to
page 40 of SEC
Release No. 34-55929.
Critical Accounting Estimates
Impairment of Long-Lived Assets and PPA Executory Contract Considerations, page
61
5. You indicate in your response to comment 4 that your PPA arrangements
are not
accounted for as leases under ASC 842 since you have substantive
substitution rights.
Please tell us in further detail how you determined your PPAs met the
conditions of ASC
842-10-15-10. In particular, given the nature of the assets, clarify
how you benefit
economically from the exercise of substitution rights. Additionally,
describe to us the
substitution provisions in your PPA contracts as well as your
sale/leaseback contracts.
Paul Middleton
Plug Power, Inc.
October 19, 2021
Page 3
You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or
Mark Rakip,
Staff Accountant, at (202) 551-3573 with any questions.
FirstName LastNamePaul Middleton Sincerely,
Comapany NamePlug Power, Inc.
Division of Corporation
Finance
October 19, 2021 Page 3 Office of Manufacturing
FirstName LastName