United States securities and exchange commission logo
December 20, 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
File No. 001-34392
Dear Mr. Middleton:
We have reviewed your November 16, 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
October 19, 2021 letter.
Form 10-K for the Fiscal Year Ended December 31, 2020
Restatement Background, page 3
1. We note your responses
to prior comments 2 and 4 and reissue our comments. We
continue to believe the
information provided in response to these comments is material
and necessary for your
Form 10-K to be complete. Please amend your filing to provide
the information
requested in prior comments 2 and 4.
2. We have reviewed your
response to comment 3. We note that the ITC is reflected in both
the equipment and the
future service revenue. Please provide us with a specific and
comprehensive analysis
of your determination of whether the ITC is a separate
performance obligation
and how amounts have been allocated to revenue related to the
ITC. Reference ASC
606-10-25-19 through 22 and ASC 606-10-32-28 or the applicable
guidance you followed.
Paul Middleton
Plug Power, Inc.
December 20, 2021
Page 2
Critical Accounting Estimates
Impairment of Long-Lived Assets and PPA Executory Contract Considerations, page
61
3. We have reviewed your response to comment 5 and have the following
comments:
We note that the response references required uptimes.
Please clarify what is
meant by this term and provide additional details regarding the
products and/or
services specified in the PPA arrangements and how the contracts
are structured. For
example, clarify if the PPAs include a specified number of fuel
cells and related
hydrogen infrastructure that will be provided to the customer.
Also, clarify the nature
of the customer in each PPA, including whether the customer is at
the corporate level
or at the individual location.
Provide additional details regarding your substantive
substitution conclusion. In this
regard, we note that the response focuses on moving additional
fuel cells to a
particular customer site but it is unclear how the substitution
provisions work.
Additionally, tell us whether fuel cells are moved from one
customer location to
another location for that same customer or whether fuel cells are
moved between two
distinct customers. Finally, provide additional explanation
regarding how
you concluded that customers benefit economically from the
substitution as the
response seems to focus on moving additional fuel cells to a
particular location.
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
December 20, 2021 Page 2 Office of
Manufacturing
FirstName LastName