Acquisition of ReliOn Inc

9 Months Ended

Sep. 30, 2014

Acquisition of ReliOn Inc.

Acquisition of ReliOn Inc.

3. Acquisition of ReliOn, Inc.

On April 2, 2014, the Company completed the acquisition of ReliOn, Inc. (“ReliOn”) for an aggregate purchase price of $4,000,000. The Company acquired substantially all of the assets of ReliOn, including patents, technology and other intangible assets, equipment and other tangible assets. ReliOn is a developer of hydrogen fuel cell stack technology based in Spokane, Washington. As consideration, the Company issued 530,504 shares of our common stock, and assumed certain specified liabilities of ReliOn. The total purchase price of $4,000,000 is based on the issuance of 530,504 shares of Plug Power common stock at the closing price of the Company’s stock on April 1, 2014 of $7.54.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired:

Cash and cash equivalents	$	414,000
Accounts receivable	315,975
Inventory	5,161,223
Prepaid expenses and other assets	88,894
Property and equipment	162,990
Identifiable intangibles	980,000
Accounts payable and accrued expenses	(1,682,782		)
Note payable	(426,044		)
Total Net Assets Acquired	$	5,014,256
Gain on bargain purchase	(1,014,256		)
Acquisition consideration	$	4,000,000

The fair value of the acquired net assets exceeded the purchase consideration, and therefore a gain on bargain purchase of $1,014,256 was recognized during the nine months ended September 30, 2014.

The results of operations of ReliOn are consolidated in the Company’s results of operations beginning on the acquisition date of April 2, 2014. The following unaudited pro forma financial information for the quarter ended September 30, 2013 and the nine months ended September 30, 2014 and 2013 present the consolidated operations data of the Company as if the ReliOn acquisition had been made on January 1, 2013. The unaudited pro forma financial information is provided for informational purposes only and does not project the Company’s results of operations for any future period.

	Three months ended			Nine months ended			Nine months ended
	September 30, 2013			September 30, 2014			September 30, 2013
Revenue	$	5,459,713		$	43,908,387		$	21,084,004
Net loss attributable to the Company	(17,813,212		)	(82,783,586		)	(39,200,209		)
Basic and diluted loss per share	$	(0.21	)	$	(0.54	)	$	(0.58	)