10-Q

.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                    TO                   

Commission File Number: 1-34392

PLUG POWER INC.

(Exact name of registrant as specified in its charter)

Delaware	22-3672377
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

968 ALBANY SHAKER ROAD, LATHAM, NEW YORK 12110

(Address of Principal Executive Offices, including Zip Code)

(518) 782-7700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	PLUG	The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock, par value of $0.01 per share, outstanding as of June 7, 2021 was 568,317,504.

INDEX to FORM 10-Q

	Page
PART I. FINANCIAL INFORMATION
Item 1 – Interim Condensed Consolidated Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Comprehensive Loss	5
Condensed Consolidated Statements of Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	7
Notes to Interim Condensed Consolidated Financial Statements	8
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	55
Item 4 – Controls and Procedures	55
PART II. OTHER INFORMATION
Item 1 – Legal Proceedings	56
Item 1A – Risk Factors	58
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3 – Defaults Upon Senior Securities	59
Item 4 – Mine Safety Disclosures	59
Item 5 – Other Information	59
Item 6 – Exhibits	60
Signatures	61

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PART 1.  FINANCIAL INFORMATION

Item 1 — Interim Financial Statements (Unaudited)

Plug Power Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

	March 31,		December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	4,349,066	$	1,312,404
Restricted cash		62,397		64,041
Available-for-sale securities, at fair value (amortized cost $405,168 and allowance for credit losses of $0 at March 31, 2021)		405,260		—
Accounts receivable		42,632		43,041
Inventory		187,732		139,386
Prepaid expenses and other current assets		49,097		44,324
Total current assets		5,096,184		1,603,196
Restricted cash		281,665		257,839
Property, plant, and equipment, net		82,823		74,549
Right of use assets related to finance leases, net		11,270		5,724
Right of use assets related to operating leases, net		124,503		117,016
Equipment related to power purchase agreements and fuel delivered to customers, net		74,214		75,807
Goodwill		71,964		72,387
Intangible assets, net		38,393		39,251
Other assets		5,225		5,513
Total assets	$	5,786,241	$	2,251,282
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	47,168	$	50,198
Accrued expenses		28,595		46,083
Deferred revenue		16,948		23,275
Operating lease liabilities		18,778		14,314
Finance lease liabilities		1,794		903
Finance obligations		32,144		32,717
Current portion of long-term debt		21,389		25,389
Other current liabilities		24,997		29,487
Total current liabilities		191,813		222,366
Deferred revenue		40,611		32,944
Operating lease liabilities		103,533		99,624
Finance lease liabilities		8,507		4,493
Finance obligations		150,647		148,836
Convertible senior notes, net		191,768		85,640
Long-term debt		139,870		150,013
Other liabilities		40,429		40,447
Total liabilities		867,178		784,363
Stockholders’ equity:
Common stock, $0.01 par value per share; 750,000,000 shares authorized; Issued (including shares in treasury): 582,312,020 at March 31, 2021 and 473,977,469 at December 31, 2020		5,823		4,740
Additional paid-in capital		6,949,938		3,446,650
Accumulated other comprehensive income		1,420		2,451
Accumulated deficit		(1,997,684)		(1,946,488)
Less common stock in treasury: 15,926,068 at both March 31, 2021 and December 31, 2020		(40,434)		(40,434)
Total stockholders’ equity		4,919,063		1,466,919
Total liabilities and stockholders’ equity	$	5,786,241	$	2,251,282

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

3

Plug Power Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended
	March 31,
	2021		2020
Net revenue:
Sales of fuel cell systems and related infrastructure	$	46,772	$	20,468
Services performed on fuel cell systems and related infrastructure		6,045		6,521
Power Purchase Agreements		7,826		6,421
Fuel delivered to customers		11,127		7,333
Other		188		76
Net revenue		71,958		40,819
Cost of revenue:
Sales of fuel cell systems and related infrastructure		28,974		13,974
Services performed on fuel cell systems and related infrastructure		13,086		10,347
Provision for loss contracts related to service		1,485		95
Power Purchase Agreements		18,343		14,771
Fuel delivered to customers		22,143		11,254
Other		98		81
Total cost of revenue		84,129		50,522
Gross loss		(12,171)		(9,703)
Operating expenses:
Research and development		9,742		4,774
Selling, general and administrative		25,579		11,109
Change in fair value of contingent consideration		790		—
Total operating expenses		36,111		15,883
Operating loss		(48,282)		(25,586)
Interest		(12,266)		(11,789)
Other expense, net		(198)		(57)
Loss before income taxes	$	(60,746)	$	(37,432)
Income tax benefit		—		—
Net loss attributable to the Company	$	(60,746)	$	(37,432)
Preferred stock dividends declared		—		(13)
Net loss attributable to common stockholders	$	(60,746)	$	(37,445)
Net loss per share:
Basic and diluted	$	(0.12)	$	(0.12)
Weighted average number of common stock outstanding		513,458,287		305,192,201

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

4

Plug Power Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)

	Three months ended
	March 31,
	2021		2020
Net loss attributable to the Company	$	(60,746)	$	(37,432)
Other comprehensive gain (loss):
Foreign currency translation loss		(1,123)		(236)
Change in net unrealized gain on available-for-sale securities		92		—
Comprehensive loss attributable to the Company	$	(61,777)	$	(37,668)
Preferred stock dividends declared		—		(13)
Comprehensive loss attributable to common stockholders	$	(61,777)	$	(37,681)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

5

Plug Power Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)

						Accumulated
				Additional		Other							Total
	Common Stock			Paid-in		Comprehensive		Treasury Stock			Accumulated		Stockholders’
	Shares	Amount		Capital		Income		Shares	Amount		Deficit		Equity
December 31, 2020	473,977,469	$	4,740	$	3,446,650	$	2,451	15,926,068	$	(40,434)	$	(1,946,488)	$	1,466,919
Net loss attributable to the Company	—		—		—		—	—		—		(60,746)		(60,746)
Cumulative impact of Accounting Standards Update 2020-06 adoption	—		—		(130,249)		—	—		—		9,550		(120,699)
Other comprehensive loss	—		—		—		(1,031)	—		—		—		(1,031)
Stock-based compensation	15,166		—		9,695		—	—		—		—		9,695
Public offerings, common stock, net	32,200,000		322		2,022,866		—	—		—		—		2,023,188
Private offerings, common stock, net	54,966,188		549		1,564,088		—	—		—		—		1,564,637
Stock option exercises	1,758,375		18		4,691		—	—		—		—		4,709
Exercise of warrants	16,308,978		163		15,282		—	—		—		—		15,445
Provision for common stock warrants	—		—		1,601		—	—		—		—		1,601
Conversion of 3.75% Convertible Senior Notes	3,016,036		30		15,155		—	—		—		—		15,185
Conversion of 5.5% Convertible Senior Notes	69,808		1		159		—	—		—		—		160
March 31, 2021	582,312,020	$	5,823	$	6,949,938	$	1,420	15,926,068	$	(40,434)	$	(1,997,684)	$	4,919,063
December 31, 2019	318,637,560	$	3,186	$	1,506,953	$	1,288	15,259,045	$	(31,216)	$	(1,350,307)	$	129,904
Net loss attributable to the Company	—		—		—		—	—		—		(37,432)		(37,432)
Other comprehensive loss	—		—		—		(236)	—		—		—		(236)
Stock-based compensation	156,416		2		3,051		—	1,962		(8)		—		3,045
Stock dividend	3,857		—		13		—	—		—		(13)		—
Stock option exercises	3,206,185		32		6,072		—	—		—		—		6,104
Provision for common stock warrants	—		—		2,566		—	—		—		—		2,566
Accretion of discount, preferred stock	—		—		(28)		—	—		—		—		(28)
Conversion of preferred stock	216,451		2		467		—	—		—		—		469
March 31, 2020	322,220,469	$	3,222	$	1,519,094	$	1,052	15,261,007	$	(31,224)	$	(1,387,752)	$	104,392

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

6

Plug Power Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three months ended
	March 31,
	2021		2020
Operating Activities
Net loss attributable to the Company	$	(60,746)	$	(37,432)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of long-lived assets		5,514		2,991
Amortization of intangible assets		364		175
Stock-based compensation		9,695		3,045
Amortization of debt issuance costs and discount on convertible senior notes		1,092		2,716
Provision for common stock warrants		1,705		2,566
Benefit on service contracts		(361)		(128)
Fair value adjustment to contingent consideration		(790)		—
Changes in operating assets and liabilities that provide (use) cash:
Accounts receivable		109		1,034
Inventory		(46,791)		(20,581)
Prepaid expenses, and other assets		(4,641)		(10,794)
Accounts payable, accrued expenses, and other liabilities		(23,516)		(3,374)
Deferred revenue		1,267		(620)
Net cash used in operating activities		(117,099)		(60,402)
Investing Activities
Purchases of property, plant and equipment		(9,879)		(2,507)
Purchases of equipment related to Power Purchase Agreements and equipment related to fuel delivered to customers		(3,332)		(3,848)
Purchase of available-for-sale securities		(405,168)		—
Net cash used in investing activities		(418,379)		(6,355)
Financing Activities
Proceeds from exercise of warrants, net of transaction costs		15,445		—
Proceeds from public and private offerings, net of transaction costs		3,587,825		—
Proceeds from exercise of stock options		4,709		6,104
Proceeds from borrowing of long-term debt		—		(5,315)
Principal payments on long-term debt		(14,461)		—
Repayments of finance obligations		(9,806)		(5,343)
Proceeds from finance obligations		10,661		9,024
Net cash provided by financing activities		3,594,373		4,470
Effect of exchange rate changes on cash		(51)		1
Increase/(decrease) in cash, cash equivalents and restricted cash		3,058,844		(62,286)
Cash, cash equivalents, and restricted cash beginning of period		1,634,284		369,500
Cash, cash equivalents, and restricted cash end of period	$	4,693,128	$	307,214
Supplemental disclosure of cash flow information
Cash paid for interest	$	2,608	$	5,155
Summary of non-cash activity
Recognition of right of use asset - finance leases	$	5,292	$	—
Recognition of right of use asset - operating leases		12,720		340
Conversion of preferred stock to common stock		—		441
Conversion of convertible senior notes to common stock		15,345		—

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

7

1.  Nature of Operations

Plug Power is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions.  In our core business, we provide and continue to develop commercially viable hydrogen and fuel cell product solutions to replace lead-acid batteries in electric material handling vehicles and industrial trucks for some of the world’s largest retail-distribution and manufacturing businesses. We are focusing our efforts on 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. Additionally, we manufacture and sell fuel cell products to replace batteries and diesel generators in stationary backup power applications. These products have proven valuable with telecommunications, transportation, and utility customers as robust, reliable, and sustainable power solutions.

Our current products and services include:

GenDrive: GenDrive is our hydrogen fueled Proton Exchange Membrane (“PEM”) fuel cell system providing power to material handling electric vehicles, including class 1, 2, 3 and 6 electric forklifts, Automated Guided Vehicles (“AGVs”) and ground support equipment;

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

GenCare: GenCare is our ongoing ‘internet of things’-based maintenance and on-site service program for GenDrive fuel cell systems, GenSure fuel cell systems, GenFuel hydrogen storage and dispensing products and ProGen fuel cell engines;

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

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

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

GenFuel Electrolyzers: GenFuel electrolyzers are modular, scalable hydrogen generators optimized for clean hydrogen production. Electrolyzers generate hydrogen from water using electricity and a special membrane and “green” hydrogen is generated by using renewable energy inputs, such as solar or wind power.

We provide our products worldwide through our direct product sales force, and by leveraging relationships with original equipment manufacturers (“OEMs”) and their dealer networks. Plug Power is targeting Asia and Europe for expansion in adoption. Europe has rolled out ambitious targets for the hydrogen economy and Plug Power is executing on its strategy to become one of the European leaders. This includes a targeted account strategy for material handling as well as securing strategic partnerships with European OEMs, energy companies, utility leaders and accelerating our electrolyzer business. We manufacture our commercially viable products in Latham, New York, Rochester, New York and Spokane, Washington and support liquid hydrogen generation and logistics in Charleston, Tennessee.

8

2.  Summary of Significant Accounting Policies

Restatement

As previously disclosed in the Explanatory Note to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 10-K”), the Company restated its previously issued audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018 and its unaudited quarterly consolidated financial statements as of and for each of the quarterly periods ended March 31, 2020 and 2019, June 30, 2020 and 2019, September 30, 2020 and 2019 and December 31, 2019.

Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q for the periods affected by the restatement have not been amended. Accordingly, investors should not rely upon the Company’s previously released financial statements for these periods and any earnings releases or other communications relating to these periods, and, for these periods, investors should rely solely on the financial statements and other financial data for the relevant periods included in the 2020 10-K. Commencing with this quarterly report on Form 10-Q, we will include in our quarterly reports for fiscal 2021 restated results for the corresponding interim periods of fiscal 2020.

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.

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 2020 10-K.

The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2020 has been derived from the Company’s December 31, 2020 audited consolidated financial statements.

There have been no changes in our accounting policies from those reported in our 2020 10-K, except for the adoption of Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40),  as described in the Recently Adopted Accounting Guidance section. We have also expanded our accounting policy relating to cash equivalents, and available-for-sale securities as follows:

Cash Equivalents

The Company considers all highly-liquid debt securities with original maturities of three months or less to be cash equivalents. At March 31, 2021, cash equivalents consist of commercial paper with original maturities of three months or less. Due to their short-term nature, the carrying amounts reported in the unaudited interim condensed consolidated balance sheets approximate the fair value of cash and cash equivalents.

9

Available-for-sale securities

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

Available-for-sale securities are recorded at fair value as of each balance sheet date. As of each balance sheet date, unrealized gains and losses, with the exception of credit related losses, are recorded to Accumulated Other Comprehensive Income. Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to operations.

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

Other than the adoption of the accounting guidance mentioned in our 2020 10-K and ASU 2020-06, there have been no other significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.

On January 1, 2021, we early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) using the modified retrospective approach. Consequently, the Company’s 3.75% Convertible Senior Notes due 2025, which is referred to herein as the 3.75% Convertible Senior Notes, is now accounted for as a single liability measured at its amortized cost. This accounting change removed the impact of recognizing the equity component of the Company’s convertible notes at issuance and the subsequent accounting impact of additional interest expense from debt discount amortization. Future interest expense of the convertible notes will be lower as a result of adoption of this guidance and net loss per share will be computed using the if-converted method for convertible instruments. The cumulative effect of the accounting change upon adoption on January 1, 2021 increased the carrying amount of the 3.75% Convertible Senior Notes by $120.7 million, reduced accumulated deficit by $9.6 million and reduced additional paid-in capital by $130.2 million.

Recent Accounting Guidance Not Yet Effective

All issued but not yet effective accounting and reporting standards as of March 31, 2021 are either not applicable to the Company or are not expected to have a material impact on the Company.

3. Acquisitions

Giner ELX Inc. Acquisition

On June 22, 2020, the Company acquired 100% of the outstanding shares of Giner ELX, Inc. (“Giner ELX”). Giner ELX is a developer of electrolysis hydrogen generators which can be used for a variety of applications, including on-site refueling of hydrogen fuel cells.

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

Cash	$	25,820
Plug Power common stock		19,263
Contingent consideration		7,790
Total consideration	$	52,873

The contingent consideration represents the estimated fair value associated with earn-out payments of up to $16.0 million that the sellers are eligible to receive. Of the total earnout consideration, $8.0 million is related to the achievement

10

of the Allagash earn-out, $2.0 million is associated with the receipt of certain customer opportunities (purchase orders or other contracts) by December 31, 2021, and $6.0 million is associated with the achievement of certain revenue targets for years 2021 through 2023. The Allagash earn-out is achieved when the Company has produced at least two PEM electrolyzer stacks of one megawatt each, utilizing the dry build process and meets certain technical specifications as more fully described in the merger agreement. To be fully paid, the Allagash earn-out needs to be satisfied by July 31, 2023 and will be reduced by approximately 8.33% each month beyond this date. In addition, should the earn-out revenue exceed 150% of the 2023 target, the sellers will receive warrants with a value of $5.0 million and if the earn-out revenue exceeds 200% of the 2023 revenue target, the sellers will receive warrants with a value of $10.0 million. The warrants will be exercisable within two years of issuance.

In connection with the Giner ELX acquisition, the Company revised the acquisition-date fair value of contingent consideration liabilities which were determined to be measurement period adjustments and resulted in an increase in other liabilities and goodwill of $0.7 million for the year ended December 31, 2020.

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

Accounts receivable	$	1,237
Inventory		4,108
Prepaid expenses and other assets		669
Property, plant and equipment		596
Identifiable intangibles		29,930
Accounts payable, accrued expenses and other liabilities		(1,621)
Deferred revenue		(2,350)
Deferred tax liability, net		(5,889)
Total net assets acquired, excluding goodwill	$	26,680

Identifiable intangibles consisted of developed technology, non-compete agreements, estimated in-process research and development (“IPR&D”), and customer relationships.

The fair value of acquired backlog and non-complete agreements was nominal.

The fair value of the acquired IPR&D related to the dry stack technology totaling $29.0 million was calculated using the multi-period excess earnings method (“MPEEM”) approach which is a variant of the income approach. The basic principle of the MPEEM approach is that a single asset, in isolation, is not capable of generating cash flow for an enterprise. Several assets are brought together and exploited to generate cash flow. Therefore, to determine cash flow from the exploitation of IPR&D, one must deduct the related expenses incurred for the exploitation of other assets used for the generation of overall cash flow and revenues. The fair value of IPR&D was estimated by discounting the net cash flow derived from the expected revenues attributable to the acquired IPR&D. The fair value of the acquired customer relationships totaling $0.4 million was calculated using a distributor method approach, which is a variant of the income approach. The fair value of wet stack technology totaling $0.4 million was determined using the relief from royalty method.

In addition to identifiable intangible assets, the fair value of acquired work in process and finished goods inventory was estimated based on the estimated selling price less costs to be incurred and a market participant profit rate.  Additionally, the fair value of the deferred revenue was determined using a cost build-up approach. The direct cost of fulfilling the obligation plus a normal profit margin was used to determine the value of the assumed deferred revenue liability.

Included in the purchase consideration are three contingent earn-out payments (as described above): the Allagash earn-out, the customer opportunities, and the revenue targets. Due to the nature of the Allagash and customer opportunities, as outlined in the purchase agreement, a scenario-based method was used to value these contingent payments as the payments are milestone based in nature. These fair value measurements were based on unobservable inputs and are considered to be level 3 financial instruments. The revenue targets are achieved when certain revenue thresholds are met,

11

and the catch-up provision creates path-dependency. As such, the revenue earn-out was valued using a Monte Carlo Simulation.

In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $7.8 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was remeasured as of March 31, 2021 and December 31, 2020, and was estimated to be $10.4 million and $9.6 million, respectively. The increase in fair value of $0.8 million and $1.8 million was primarily due to a change in the discount rate offset by a decrease in the discount period, and was recorded as an expense in the consolidated statement of operations at March 31, 2021 and December 31, 2020, respectively.  

Included in Giner ELX’s net assets acquired are net deferred tax liabilities of $5.9 million. In connection of the acquisition of these net deferred tax liabilities, the Company reduced its valuation allowance by $5.2 million and recognized a tax benefit of $5.2 million during the year ended December 31, 2020.

Goodwill associated with the Giner ELX acquisition was calculated as follows (in thousands):

Consideration paid	$	52,873
Less: net assets acquired		(26,680)
Total goodwill recognized	$	26,193

The goodwill consists of the Company’s increased capabilities in green hydrogen supply through the production of electrolyzers.

United Hydrogen Group Inc. Acquisition

On June 18, 2020, the Company acquired 100% of the outstanding shares of United Hydrogen Group Inc. (“UHG”). UHG produces and sells liquid hydrogen.

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

Cash	$	19,293
Plug Power Stock		30,410
Contingent consideration		1,110
Total consideration	$	50,813

Included in cash and common stock in the above table is $1.0 million of cash and $6.5 million of common stock that was paid in April 2020 to purchase a convertible note in UHG. This convertible note included terms that allowed for the reduction of the purchase price if the Company were to complete the acquisition of UHG. As such, this note was cancelled in conjunction with the closing of the UHG acquisition.  

A portion of the purchase price of UHG was in the form of contingent consideration. The contingent consideration is contingent on future performance related to two discrete milestones associated with the expansion of the liquefication capacity of the Charleston, Tennessee liquid hydrogen plant (the “Charleston Plant”).  The Company’s liability for this contingent consideration was measured at fair value based on the Company’s expectations of achieving the expansion milestone.  The expected performance was assessed by management which was discounted to present value in order to derive a fair value of the contingent consideration. This fair value measurement was based on unobservable inputs and is considered a level 3 financial instrument. Due to the milestone nature of the payments, a scenario-based method was used to value these contingent payments.

The estimated fair value of the contingent consideration as of the acquisition date was $1.1 million. Subsequently, a payment of $300 thousand was made to the sellers as a result of achieving the first milestone related to the expansion of the liquefication capacity of the Charleston Plant. A reduction of the contingent consideration liability of $610 thousand was also recorded subsequent to the acquisition due to a reduction in the probability assessment that the second expansion

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milestone will be met. As of March 31, 2021 and December 31, 2020, the remaining contingent consideration liability related to the UHG acquisition was $200 thousand.

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

Accounts receivable	$	444
Inventory		89
Prepaid expenses and other assets		1,152
Property, plant and equipment		41,244
Leased property		796
Identifiable intangible asset		2,338
Long-term debt		(11,336)
Unfavorable customer contract		(15,757)
Accounts payable, accrued expenses, deferred revenue and finance obligations		(4,631)
Total net assets acquired, excluding goodwill	$	14,339

The identifiable intangible asset consisted of developed technology, as described below in Note 9, “Intangible Assets and Goodwill.” The fair value of the developed technology totaling $2.3 million was calculated using the relief from royalty approach which is a variant of the income approach. The application of the relief from royalty approach involves estimating the value of an intangible asset by quantifying the present value of the stream of market derived royalty payments that the owner of the intangible asset is exempted or ‘relieved’ from paying.

Additionally, the Company estimated the fair value of an unfavorable customer contract. The fair value of the acquired unfavorable customer contract was calculated using a with and with-out analysis which is a variant of the income approach.  Cash flows were calculated using pricing per terms of the existing contract and then compared to cash flows using expected market pricing. The difference between the two cash flows was used to determine the fair value of the contract. Further, the Company assumed interest-bearing debt. The fair value of the assumed debt was calculated using the discounted cash flow method.

In connection with the UHG acquisition, the Company finalized the valuation of an unfavorable customer contract and long-term debt which resulted in an increase in other liabilities of $1.9 million, a decrease in long-term debt of $1.7 million, and an increase in goodwill of $0.2 million.

Goodwill associated with the UHG acquisition was calculated as follows (in thousands):

Consideration paid	$	50,813
Less: net assets acquired		(14,339)
Total goodwill recognized	$	36,474

Goodwill recorded in connection with the Giner ELX and UHG acquisitions is not deductible for tax purposes.  

The results of the Giner ELX and UHG are included in the Company’s consolidated financial statements for the three months ended March 31, 2021 and the year ended December 31, 2020 from their respective dates of acquisition.

Neither the Giner ELX acquisition nor the UHG acquisition was material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. Purchase accounting related to the Giner ELX and UHG acquisitions has been completed as of Q1 2021.

4. Extended Maintenance Contracts

On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems and related infrastructure that has been sold. We measure impairment losses at the customer contract level. The

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expected revenues and expenses for these contracts include all applicable expected costs of providing services over the remaining term of the contracts and the related unearned net revenue. A loss is recognized if the sum of expected costs of providing services under the contract exceeds related unearned net revenue and is recorded as a provision for loss contracts related to service in the consolidated statements of operations. A key component of these estimates is the expected future service costs. In estimating the expected future costs, the Company considers its current service cost level and applies significant judgment related to expected cost saving initiatives. The expected future cost savings will be primarily dependent upon the success of the Company’s initiatives related to increasing stack life, achieving better economies of scale for service labor, and improvements in design and operations of infrastructure. If the expected cost saving initiatives are not realized, this will increase the costs of providing services and could adversely affect our estimated contract loss accrual.

The following table shows the rollforward of balance in the accrual for loss contracts, including changes due to the passage of time, additions, and changes in estimates (in thousands):

	March 31,		December 31,
	2021		2020
Beginning Balance	$	24,013	$	3,702
Provision for Loss Accrual		1,485		35,473
Released to Service Cost of Sales		(1,846)		(2,348)
Released to Provision for Warrants		—		(12,814)
Ending Balance	$	23,652	$	24,013

5. Earnings Per Share

Basic earnings per common stock are computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the reporting period. After January 1, 2021, the date of the adoption of ASU 2020-06, in periods when we have net income, the shares of our common stock subject to the convertible notes outstanding during the period will be included in our diluted earnings per share under the if-converted method. Since the Company is in a net loss position, all common stock equivalents would be considered to be 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,
	2021	2020
Stock options outstanding (1)	9,020,891	19,803,872
Restricted stock outstanding (2)	6,416,308	4,600,227
Common stock warrants (3)	88,264,726	110,573,392
Preferred stock (4)	—	2,782,075
Convertible Senior Notes (5)	39,170,766	59,133,896
Number of dilutive potential shares of common stock	142,872,691	196,893,462

(1) During the three months ended March 31, 2021 and 2020, the Company granted 581,000 and 85,000 stock options, respectively.

(2) During the three months ended March 31, 2021 and 2020, the Company granted 555,000 and zero shares of restricted stock, respectively.

(3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 13, “Warrant Transaction Agreements. The warrant had been exercised with respect to 9,214,449 shares as of March 31, 2021.  

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In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 13, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares as of March 31, 2021.

(4) The preferred stock amount at March 31, 2020 represents the dilutive potential on the shares of common stock as a result of the conversion of the Series C Redeemable Convertible Preferred Stock (Series C Preferred Stock) based on the conversion price as of March 31, 2020. Of the 10,431 shares of Series C Preferred Stock issued on May 16, 2013, all shares had been converted to common stock as of December 31, 2020.  

(5) In March 2018, the Company issued the 5.5% Convertible Senior Notes due 2023, which is referred to herein as the 5.5% Convertible Senior Notes. In September 2019, the Company issued the 7.5% Convertible Senior Note due 2023, which we refer to herein as the 7.5% Convertible Senior Note, which was fully converted into 16.0 million shares of common stock on July 1, 2020. In May 2020, the Company issued the 3.75% Convertible Senior Notes and repurchased $66.3 million of the 5.5% Convertible Senior Notes.  In the fourth quarter of 2020, $33.5 million of the remaining 5.5% Convertible Senior Notes converted into 14.6 million shares of common stock. The remaining $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted in January 2021. During the first quarter of 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted, resulting in the issuance of 3,016,036 shares of common stock.

6. Inventory

Inventory as of March 31, 2021 and December 31, 2020 consisted of the following (in thousands):

	March 31,		December 31,
	2021		2020
Raw materials and supplies - production locations	$	123,450	$	92,221
Raw materials and supplies - customer locations		12,538		12,405
Work-in-process		46,118		29,349
Finished goods		5,626		5,411
Inventory	$	187,732	$	139,386

7. Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net

Leased property at March 31, 2021 and December 31, 2020 consisted of the following (in thousands):

	March 31,		December 31,
	2021		2020
Equipment related to power purchase agreements and fuel delivered to customers	$	90,878	$	92,736
Less: accumulated depreciation		(16,664)		(16,929)
Equipment related to power purchase agreements and fuel delivered to customers, net		74,214		75,807

As of March 31, 2021, the Company had deployed long-lived assets at customer sites that had associated Power Purchase Agreements (“PPAs”). These PPAs expire over the next one to ten years. PPAs contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote.

Depreciation expense is $1.8 million and $2.1 million for the three months ended March 31, 2021 and 2020 respectively.

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8. Property, Plant and Equipment

Property, plant and equipment at March 31, 2021 and December 31, 2020 consists of the following (in thousands):

	March 31, 2021		December 31, 2020
Land		1,165		1,165
Leasehold improvements	$	1,378	$	1,121
Software, machinery and equipment		104,071		94,449
Property, plant, and equipment		106,614		96,735
Less: accumulated depreciation		(23,791)		(22,186)
Property, plant, and equipment, net	$	82,823	$	74,549

Depreciation expense related to property, plant and equipment was $1.6 million and $0.9 million for the periods ended March 31, 2021 and 2020, respectively.

9. Intangible Assets and Goodwill

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of March 31, 2021 were as follows (in thousands):

	Weighted Average	Gross Carrying		Accumulated
	Amortization Period	Amount		Amortization		Total
Acquired technology	10 years	$	13,092	$	(4,260)	$	8,832
Customer relationships, Non-compete agreements, Backlog & Trademark	6 years		890		(329)		561
In process research and development	Indefinite		29,000		—		29,000
		$	42,982	$	(4,589)	$	38,393

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2020 were as follows (in thousands):

	Weighted Average	Gross Carrying		Accumulated
	Amortization Period	Amount		Amortization		Total
Acquired technology	10 years	$	13,697	$	(4,042)	$	9,655
Customer relationships, Non-compete agreements, Backlog & Trademark	6 years		890		(294)		596
In process research and development	Indefinite		29,000		—		29,000
		$	43,587	$	(4,336)	$	39,251

The change in the gross carrying amount of the acquired technology from December 31, 2020 to March 31, 2021 was primarily due to foreign currency translation.

Amortization expense for acquired identifiable intangible assets for the three months ended March 31, 2021 and 2020 was $0.4 million and $0.2 million, respectively.

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The estimated amortization expense for subsequent years is as follows (in thousands):

Remainder of 2021	$	1,093
2022		1,458
2023		1,458
2024		1,436
2025 and thereafter		3,948
Total	$	9,393

Goodwill was $72.0 million and $72.4 million as of March 31, 2021 and December 31, 2020 respectively, which decreased $400 thousand due to currency translation loss for HyPulsion S.A.S., our French subsidiary goodwill.  There were no impairments during the three months ended March 31, 2021 or the year ended December 31, 2020.

10. Long-Term Debt

In March 2019, the Company entered into a loan and security agreement, as amended (the “Loan Agreement”), with Generate Lending, LLC (“Generate Capital”), providing for a secured term loan facility in the amount of $100 million (the “Term Loan Facility”).

During the year ended December 31, 2020, the Company, under another series of amendments to the Loan Agreement, borrowed an incremental $100.0 million. As part of the amendment to the Loan Agreement, the Company’s interest rate on the secured term loan facility was reduced to 9.50% from 12.00% per annum, and  the maturity date was extended to October 31, 2025 from October 6, 2022. On March 31, 2021, the outstanding balance under the Term Loan Facility was $151.5 million.

The Loan Agreement includes covenants, limitations, and events of default customary for similar facilities. Interest and a portion of the principal amount is payable on a quarterly basis.  Principal payments are funded in part by releases of restricted cash, as described in Note 20, “Commitments and Contingencies.” Based on the amortization schedule as of March 31, 2021, the aforementioned loan balance under the Term Loan Facility will be fully paid by October 31, 2025.  The Company is in compliance with, or has obtained waivers for, all debt covenants.  

The Term Loan Facility is secured by substantially all of the Company’s and the guarantor subsidiaries’ assets, including, among other assets, all intellectual property, all securities in domestic subsidiaries and 65% of the securities in foreign subsidiaries, subject to certain exceptions and exclusions.

The Loan Agreement provides that if there is an event of default due to the Company’s insolvency or if the Company fails to perform in any material respect the servicing requirements for fuel cell systems under certain customer agreements, which failure would entitle the customer to terminate such customer agreement, replace the Company or withhold the payment of any material amount to the Company under such customer agreement, then Generate Capital has the right to cause Proton Services Inc., a wholly owned subsidiary of the Company, to replace the Company in performing the maintenance services under such customer agreement.

As of March 31, 2021, the Term Loan Facility requires the principal balance as of each of the following dates not to exceed the following (in thousands):

December 31, 2021	$	127,317
December 31, 2022		93,321
December 31, 2023		62,920
December 31, 2024		33,692
December 31, 2025		—

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11. Convertible Senior Notes

3.75% Convertible Senior Notes

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

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

	Amount
	(in thousands)
Principal amount	$	212,463
Less initial purchasers' discount		(6,374)
Less cost of related capped calls		(16,253)
Less other issuance costs		(617)
Net proceeds	$	189,219

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

The 3.75% Convertible Senior Notes are senior, unsecured obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to any of the Company’s existing and future liabilities that are not so subordinated, including the Company’s $100 million in aggregate principal amount of the 5.5% Convertible Senior Notes, effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, of its current or future subsidiaries.  

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

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

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

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

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

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

The initial conversion rate for the 3.75% Convertible Senior Notes is 198.6196 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $5.03 per share of the Company’s common stock, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election.  During the three months ended of March 31, 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted and the Company issued 3.0 million shares of common stock in conjunction with these conversions. 

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

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

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

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

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

	March 31,
	2021
Principal amounts:
Principal	$	197,278
Unamortized debt issuance costs (1)		(5,510)
Net carrying amount	$	191,768

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

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

	March 31,
	2021
Interest Expense	$	1,897
Amortization of Debt Issuance Costs		1,258
Total		3,155
Effective Interest Rate		4.5%

Based on the closing price of the Company’s common stock of $35.84 on March 31, 2021, the if-converted value of the notes was greater than the principal amount. The estimated fair value of the note at March 31, 2021 was approximately $1.3 billion. The fair value estimation was primarily based on an active stock exchange trade on March 30, 2021 of the 3.75% Senior Convertible Note. See Note 16, “Fair Value Measurements” for a description of the fair value hierarchy.

Capped Call

In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “3.75% Notes Capped Call”) with certain counterparties at a price of $16.2 million. The 3.75% Notes Capped Call covers, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 3.75% Convertible Senior Notes and is generally expected to reduce potential dilution to the Company’s common stock upon any conversion of the 3.75% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the 3.75% Notes Capped Call is initially $6.7560 per share, which represents a premium of approximately 60% over the last then-reported sale price of the Company’s common stock of $4.11 per share on the date of the transaction and is subject to certain adjustments under the terms of the 3.75% Notes Capped Call. The 3.75% Notes Capped Call becomes exercisable if the conversion option is exercised.

The net cost incurred in connection with the 3.75% Notes Capped Call were recorded as a reduction to additional paid-in capital in the unaudited interim condensed consolidated balance sheets.

5.5% Convertible Senior Notes

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, which is referred to herein as the 5.5% Convertible Senior Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

In May 2020, the Company used a portion of the net proceeds from the issuance of the 3.75% Convertible Senior Notes to finance the cash portion of the partial repurchase of the 5.5% Convertible Senior Notes, which consisted of a repurchase of approximately $66.3 million in aggregate principal amount of the 5.5% Convertible Senior Notes in privately-negotiated transactions for aggregate consideration of $128.9 million, consisting of approximately $90.2 million in cash and approximately 9.4 million shares of the Company’s common stock. The partial repurchase of the 5.5% Convertible Senior Notes resulted in a $13.2 million gain on early debt extinguishment. In the fourth quarter of 2020, $33.5 million of the remaining 5.5% Convertible Senior Notes were converted into 14.6 million shares of common stock which resulted in a gain of approximately $4.5 million which was recorded on the consolidated statement of operations on the gain (loss) on extinguishment of debt line.

On January 7, 2021, the remaining aggregate principal of $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock. Interest expense and amortization for the period were immaterial.

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Capped Call

In conjunction with the pricing of the 5.5% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “5.5% Notes Capped Call”) with certain counterparties at a price of $16.0 million to reduce the potential dilution to the Company’s common stock upon any conversion of the 5.5% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 5.5% Convertible Senior Notes, as the case may be. The net cost incurred in connection with the 5.5% Notes Capped Call has been recorded as a reduction to additional paid-in capital in the consolidated balance sheets.

Common Stock Forward

In connection with the issuance of the 5.5% Convertible Senior Notes, the Company also entered into a forward stock purchase transaction, (“the Common Stock Forward”), pursuant to which the Company agreed to purchase 14,397,906 shares of its common stock for settlement on or about March 15, 2023. In connection with the issuance of the 3.75% Convertible Senior Notes and the partial repurchase of the 5.5% Convertible Senior Notes, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025.  The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions.

The 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 5.5% Notes Capped Call and Common Stock Forward are not remeasured.

During the fourth quarter of 2020, the Common Stock Forward was partially settled and, as a result, the Company received 4.4 million shares of its common stock. During the first quarter of 2021, 5.9 million shares settled and were received by the Company, with an additional 2.2 million that settled and were received by the company in April 2021.

12.  Stockholders’ Equity

Preferred Stock

The Company has authorized 5.0 million shares of preferred stock, par value $0.01 per share. The Company’s certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualifications, limitations and restrictions thereof, applicable to the shares of each series.

The Company has authorized Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share. As of March 31, 2021 and December 31, 2020, there were no shares of Series A Junior Participating Cumulative Preferred Stock issued and outstanding.  

Common Stock and Warrants

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

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

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In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $1.8 billion.

In November 2020, the Company issued and sold in a registered equity offering an aggregate of 43,700,000 shares of its common stock at a purchase price of $22.25 per share for net proceeds of approximately $927.3 million.

In August 2020, the Company issued and sold in a registered equity offering an aggregate of 35,276,250 shares of its common stock at a purchase price of $10.25 per share for net proceeds of approximately $344.4 million.

There were 566,385,952 and 458,051,920 shares of common stock outstanding as of March 31, 2021 and December 31, 2020, respectively.

During 2017, warrants to purchase up to 110,573,392 shares of common stock were issued in connection with transaction agreements with Amazon and Walmart, as discussed in Note 13, “Warrant Transaction Agreements.” At both March 31, 2021 and December 31, 2020, a total of 68,380,913 warrants had vested. Warrants were exercised with respect to 5,819,652 shares during the fourth quarter of 2020. Warrants were exercised with respect to an additional 16,489,014 shares during the three months ended March 31, 2021. These warrants are measured at fair value at the time of grant or modification and are classified as equity instruments on the unaudited interim condensed consolidated balance sheets.

At Market Issuance Sales Agreement

On April 13, 2020, the Company entered into the at Market Issuance Sales agreement with B. Riley Financial (“B. Riley”) as sales agent, pursuant to which the Company may offer and sell, from time to time through B. Riley, shares of Company common stock having an aggregate offering price of up to $75.0 million. As of the date of this filing, the Company has not issued any shares of common stock pursuant to the at Market Issuance Sales agreement.

13. Warrant Transaction Agreements

Amazon Transaction Agreement

On April 4, 2017, the Company and Amazon entered into a Transaction Agreement (the “Amazon Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “Amazon Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock (the “Amazon Warrant Shares”), subject to certain vesting events described below. The Company and Amazon entered into the 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 existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the Amazon Warrant Shares was conditioned upon payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the existing commercial agreements.

Under the terms of the original Amazon Warrant, the first tranche of the 5,819,652 Amazon Warrant Shares vested upon execution of the Amazon Warrant, and the remaining Amazon Warrant Shares vest based on Amazon’s payment of up to $600.0 million to the Company in connection with Amazon’s purchase of goods and services from the Company. The $6.7 million fair value of the first tranche of the Amazon Warrant Shares, was recognized as selling, general and administrative expense upon execution of the Amazon Warrant.

Provision for the second and third tranches of Amazon Warrant Shares is recorded as a reduction of revenue, because they represent consideration payable to a customer.

The fair value of the second tranche of Amazon Warrant Shares was measured at January 1, 2019, upon adoption of ASU 2019-08. The second tranche of 29,098,260 Amazon Warrant Shares vested in four equal installments, as Amazon or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $200.0 million in the aggregate. The last installment of the second tranche vested on November 2, 2020.  Revenue reductions of $9.0 million, $4.1 million and $9.8 million associated with

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the second tranche of Amazon Warrant Shares were recorded in 2020, 2019 and 2018, respectively, under the terms of the original Amazon Warrant.  

Under the terms of the original Amazon Warrant, the third tranche of 20,368,784 Amazon Warrant Shares vests in eight equal installments, as Amazon or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $400.0 million in the aggregate. The measurement date for the third tranche of Amazon Warrant Shares was November 2, 2020, when their exercise price was determined, as discussed further below. The fair value of the third tranche of Amazon Warrant Shares was determined to be $10.57 each. During 2020, revenue reductions of $24.1 million associated with the third tranche Amazon Warrant Shares were recorded under the terms of the original Amazon Warrant, prior to the December 31, 2020 waiver described below.  

On December 31, 2020, the Company waived the remaining vesting conditions under the Amazon Warrant, which resulted in the immediate vesting of all the third tranche of the Amazon Warrant Shares and recognition of an additional $399.7 million reduction to revenue.

The $399.7 million reduction to revenue resulting from the December 31, 2020 waiver was determined based upon a probability assessment of whether the underlying shares would have vested under the terms of the original Amazon Warrant. Based upon the Company’s projections of probable future cash collections from Amazon (i.e., a Type I share based payment modification), a reduction of revenue associated with 5,354,905 Amazon Warrant Shares was recognized at their previously measured November 2, 2020 fair value of $10.57 per warrant.  A reduction of revenue associated with the remaining 12,730,490 Amazon Warrant Shares was recognized at their December 31, 2020 fair value of $26.95 each, based upon the Company’s assessment that associated future cash collections from Amazon were not deemed probable (i.e., a Type III share based payment modification).

The $399.7 million reduction to revenue was recognized during the year ended December 31, 2020 because the Company concluded such amount was not recoverable from the margins expected from future purchases by Amazon under the Amazon Warrant, and no exclusivity or other rights were conferred to the Company in connection with the December 31, 2020 waiver. Additionally, for the year ended December 31, 2020, the Company recorded a reduction to the provision for warrants of $12.8 million in connection with the release of the service loss accrual.  

At December 31, 2020, all 55,286,696 of the Amazon Warrant Shares had vested. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the three months ended March 31, 2021 and 2020 was $104 thousand and $1.3 million, respectively.  During the three months ended March 31, 2021, the Amazon Warrant was exercised with respect to 9,214,449 shares of common stock. On June 11, 2021, an additional 4,534,130 warrants were exercised.

The exercise price for the first and second tranches of Amazon Warrant Shares was $1.1893 per share.  The exercise price of the third tranche of Amazon Warrant Shares was $13.81 per share, which was determined pursuant to the terms of the Amazon Warrant as an amount equal to ninety percent (90%) of the 30-day volume weighted average share price of the Company’s common stock as of November 2, 2020, the final vesting date of the second tranche of Amazon Warrant Shares. The Amazon Warrant was exercisable through April 4, 2027. The Amazon 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 Amazon 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 Amazon Warrant is classified as an equity instrument.

Fair value of the Amazon Warrant at December 31, 2020 and November 2, 2020 was based on the Black Scholes Option Pricing Model, which is based, in part, upon level 3 unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions.

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The Company used the following assumptions for its Amazon Warrant:

	December 31, 2020	November 2, 2020
Risk-free interest rate	0.58%	0.58%
Volatility	75.00%	75.00%
Expected average term	6.26	6.42
Exercise price	$13.81	$13.81
Stock price	$33.91	$15.47

Walmart Transaction Agreement

On July 20, 2017, the Company and Walmart entered into a Transaction Agreement (the “Walmart Transaction Agreement”), pursuant to which the Company agreed to issue to Walmart a warrant (the “Walmart Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock, subject to certain vesting events (the “Walmart Warrant Shares”). The Company and Walmart entered into the Walmart Transaction Agreement in connection with existing commercial agreements between the Company and Walmart with respect to the deployment of the Company’s GenKey fuel cell technology across various Walmart distribution centers. The existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the warrant shares conditioned upon payments made by Walmart or its affiliates (directly or indirectly through third parties) pursuant to transactions entered into after January 1, 2017 under existing commercial agreements.

The majority of the Walmart Warrant Shares will vest based on Walmart’s payment of up to $600.0 million to the Company in connection with Walmart’s purchase of goods and services from the Company. The first tranche of 5,819,652 Walmart Warrant Shares vested upon the execution of the Walmart Warrant and was fully exercised as of December 31, 2020. Accordingly, $10.9 million, the fair value of the first tranche of Walmart Warrant Shares, was recorded as a provision for common stock warrants and presented as a reduction to revenue on the consolidated statements of operations during 2017. All future provision for common stock warrants is measured based on their grant-date fair value and recorded as a charge against revenue. The second tranche of 29,098,260 Walmart Warrant Shares vests in four installments of 7,274,565 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 $200.0 million in the aggregate. The exercise price for the first and second tranches of Walmart Warrant Shares is $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 Walmart Warrant Shares will be an amount per share equal to ninety percent (90%) of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares, provided that, with limited exceptions, the exercise price for the third tranche will be no lower than $1.1893. 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.

At both March 31, 2021 and December 31, 2020, 13,094,217 of the Walmart Warrant Shares had vested. 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, 2021 and 2020 was $1.6 million and $0.9 million, respectively. During the three months ended March 31, 2021 and December 31, 2020, the Walmart Warrant had been exercised with respect to 7,274,565 and 5,819,652 shares of common stock, respectively.

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14. Revenue

Disaggregation of revenue

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

Major products/services lines
	Three months ended March 31,
	2021		2020
Sales of fuel cell systems	$	26,419	$	14,732
Sale of hydrogen installations and other infrastructure		20,353		5,736
Services performed on fuel cell systems and related infrastructure		6,045		6,521
Power Purchase Agreements		7,826		6,421
Fuel delivered to customers		11,127		7,333
Other		188		76
Net revenue	$	71,958	$	40,819

Contract balances

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

	March 31,		December 31,
	2021		2020
Accounts receivable	$	42,632	$	43,041
Contract assets		17,009		18,189
Contract liabilities		72,897		76,285

Contract assets relate to contracts for which revenue is recognized on a straight-line basis, however billings escalate over the life of a contract. Contract assets also include amounts recognized as revenue in advance of billings to customers, which are dependent upon the satisfaction of another performance obligation. These amounts are included within prepaid expenses and other current assets on the accompanying unaudited interim condensed consolidated balance sheets.

The 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 advance consideration received from customers prior to delivery of products.  As of March 31, 2021, the amount of contract liabilities included within deferred revenue was $57.6 million and the amount of contract liabilities within other current liabilities was $15.3 million on the accompanying unaudited interim condensed consolidated balance sheets. As of December 31, 2020, the amount of contract liabilities included within deferred revenue was $56.2 million and the amount of contract liabilities within other current liabilities was $20.1 million.  

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

Contract assets	Three months ended
	March 31, 2021
Transferred to receivables from contract assets recognized at the beginning of the period	$	(2,625)
Revenue recognized and not billed as of the end of the period		1,445
Net change in contract assets		(1,180)

Contract liabilities	Three months ended
	March 31, 2021
Increases due to cash received, net of amounts recognized as revenue during the period	$	13,045
Revenue recognized that was included in the contract liability balance as of the beginning of the period		(16,433)
Net change in contract liabilities	$	(3,388)

Estimated future revenue

The following table includes estimated revenue included in the backlog expected to be recognized in the future (sales of fuel cell systems and hydrogen installations are expected to be recognized as revenue within one year; sales of services and PPAs are expected to be recognized as revenue over five to seven years) 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,
	2021
Sales of fuel cell systems	$	66,033
Sale of hydrogen installations and other infrastructure		69,678
Services performed on fuel cell systems and related infrastructure		105,852
Power Purchase Agreements		185,431
Fuel delivered to customers		64,555
Other rental income		2,894
Total estimated future revenue	$	494,443

Contract costs

Contract costs consist of capitalized commission fees and other expenses related to obtaining or fulfilling a contract.

Capitalized contract costs at March 31, 2021 and December 31, 2020 were $1.7 million and $1.5 million, respectively.

15. Income Taxes

The Company did not record any income tax expense or benefit for the three months ended March 31, 2021 or 2020. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets, which remain fully reserved.

The 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 carry forward 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.

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16. Fair Value Measurements

The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

These levels are:

● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

● Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value.

The fair values of the Company’s investments are based upon prices provided by an independent pricing service. Management has assessed and concluded that these prices are reasonable and has not adjusted any prices received from the independent provider. Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1, Level 2, or Level 3 during the three months ended March 31, 2021.

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):

		As of March 31, 2021
		Carrying		Fair		Fair Value Measurements
		Amount		Value		Level 1		Level 2		Level 3
Assets
Cash equivalents (1)	$	93,941	$	93,941	$	—	$	93,941	$	—
Corporate bonds		99,171		99,171		—		99,171		—
Commercial paper		306,089		306,089		—		306,089		—
Liabilities
Contingent consideration		10,550		10,550		—		—		10,550
Convertible senior notes		191,768		1,320,952		—		1,320,952		—
Long-term debt		161,259		161,259		—		—		161,259
Finance obligations		182,791		182,791		—		—		182,791
		As of December 31, 2020
		Carrying		Fair		Fair Value Measurements
		Amount		Value		Level 1		Level 2		Level 3
Liabilities
Contingent consideration		9,760		9,760		—		—		9,760
Convertible senior notes		85,640		1,272,766		—		1,272,766		—
Long-term debt		175,402		175,402		—		—		175,402
Finance obligations		181,553		181,553		—		—		181,553

(1) Included in “Cash and cash equivalents” in our unaudited interim condensed consolidated balance sheets as of March 31, 2021, in addition to cash of $4.3 billion.

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The fair values for available-for-sale securities are based on prices obtained from an independent pricing service. Available-for-sale securities are characterized as Level 2 assets, as their fair values are determined using observable market inputs.

17.  Operating and Finance Lease Liabilities

As of March 31, 2021, the Company had operating leases, as lessee, primarily associated with sale/leaseback transactions that are partially secured by restricted cash, security deposits and pledged escrows (see also Note 1, “Nature of Operations”) as summarized below.  These leases expire over the next one to nine years. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease.  

Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote.  At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with the lessor to renew the lease at market rental rates.  No residual value guarantees are contained in the leases.  No financial covenants are contained within the lease, however there are customary operational covenants such as assurance the Company properly maintains the leased assets and carries appropriate insurance, etc.  The leases include credit support in the form of either cash, collateral or letters of credit.  See Note 20, “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.  The fair value of this finance obligation approximated the carrying value as of March 31, 2021.

Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of March 31, 2021 were as follows (in thousands):

			Finance		Total
		Operating Lease	Lease		Lease
		Liability	Liability		Liabilities
Remainder of 2021	$	24,082	$	1,874	$	25,956
2022		29,050		2,471		31,521
2023		29,107		2,446		31,553
2024		29,097		2,529		31,626
2025 and thereafter		56,232		3,103		59,335
Total future minimum payments		167,568		12,423		179,991
Less imputed interest		(45,257)		(2,122)		(47,379)
Total	$	122,311	$	10,301	$	132,612

Rental expense for all operating leases was $8.0 million and $4.8 million for the three months ended March 31, 2021 and 2020, respectively.  

The gross profit on sale/leaseback transactions for all operating leases was $16.0 million and $5.3 million for the three months ended March 31, 2021 and 2020, respectively. Right of use assets for sale/leaseback transactions obtained in exchange for new operating lease liabilities was $11.9 million and $5.2 million for the three months ended March 31, 2021 and 2020, respectively.

At March 31, 2021 and December 31, 2020, the right of use assets associated with operating leases was $124.5 million and $117.0 million, respectively.  The accumulated depreciation for these right of use assets was $50.3 million and $48.6 million at March 31, 2021 and December 31, 2020, respectively.

At March 31, 2021 and December 31, 2020, the right of use assets associated with finance leases was $11.3 million and $5.7 million, respectively. The accumulated depreciation for these right of use assets was $143 thousand and $102 thousand at March 31, 2021 and December 31, 2020, respectively.  

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At March 31, 2021 and December 31, 2020, security deposits associated with sale/leaseback transactions were $2.4 million and $5.8 million, respectively, and were included in other assets in the consolidated balance sheets.

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

		Three months ended		Three months ended
		March 31,2021		March 31, 2020
Cash payments (in thousands)	$	6,734	$	8,199
Weighted average remaining lease term (years)		5.77		4.22
Weighted average discount rate		11.6%		12.0%

Right of use assets obtained in exchange for new finance lease liabilities were $5.6 million and zero for the three months ended March 31, 2021 and 2020, respectively.

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

		Three months ended		Three months ended
		March 31, 2021		March 31, 2020
Cash payments (in thousands)	$	433	$	78
Weighted average remaining lease term (years)		5.1		7.51
Weighted average discount rate		7.2%		8.8%

18. 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, 2021 was $161.0 million, $24.7 million and $136.3 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheet. The outstanding balance of this obligation at December 31, 2020 was $157.7 million, $24.2 million and $133.5 million of which was classified as short-term and long-term, respectively. The amount is amortized using the effective interest method. The fair value of this finance obligation approximated the carrying value as of March 31, 2021 and December 31, 2020.

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, 2021 was $21.8 million, $7.4 million and $14.4 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet.  The outstanding balance of this obligation at December 31, 2020 was $23.9 million, $8.0 million and $15.9 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheets.  The fair value of this finance obligation approximated the carrying value as of both March 31, 2021 and December 31, 2020.

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Future minimum payments under finance obligations notes above as of March 31, 2021 were as follows (in thousands):

					Total
		Sale of Future		Sale/leaseback	Finance
		revenue - debt		financings	Obligations
Remainder of 2021	$	31,738	$	6,795	$	38,533
2022		41,554		4,976		46,530
2023		41,554		3,149		44,703
2024		41,554		16,154		57,708
2025 and thereafter		59,449		—		59,449
Total future minimum payments		215,849		31,074		246,923
Less imputed interest		(54,827)		(9,305)		(64,132)
Total	$	161,022	$	21,769	$	182,791

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

		Three months ended		Three months ended
		March 31, 2021		March 31, 2020
Cash payments (in thousands)	$	12,816	$	9,879
Weighted average remaining term (years)		4.9		4.3
Weighted average discount rate		11.2%		11.1%

19. Investments

The gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale at March 31, 2021 are summarized as follows (in thousands):

		Amortized	Gross		Gross		Fair		Allowance for
		Cost	Unrealized Gains		Unrealized Losses		Value		Credit Losses
Corporate bonds	$	99,239	$	—	$	(68)	$	99,171	$	—
Commercial paper		305,929		160		—		306,089		—
Totals	$	405,168	$	160	$	(68)	$	405,260	$	—

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

	March 31, 2021
		Amortized	Fair
Maturity:		Cost	Value
Within one year	$	375,804	$	375,927
After one through five years		29,364		29,333
Totals	$	405,168	$	405,260

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20.  Commitments and Contingencies

Restricted Cash

In connection with certain of the above noted sale/leaseback agreements, cash of $198.6 million was required to be restricted as security as of March 31, 2021, which restricted cash will be released over the lease term. As of March 31, 2021, the Company also had certain letters of credit backed by restricted cash totaling $144.4 million that are security for the above noted sale/leaseback agreements.

Litigation

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

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable and marketable securities. Cash and restricted cash are maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $0.25 million. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s available-for-sale securities consists primarily of investments in commercial paper and short-term high credit quality corporate debt securities.

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, 2021, two customers comprised approximately 67.7% of the total accounts receivable balance. At December 31, 2020, three customers comprised approximately 73.9% of the total accounts receivable balance.

For the three months ended March 31, 2021, 71.2% of total consolidated revenues were associated primarily with three customers. For the three months ended March 31, 2020 65.9% of total consolidated revenues were associated primarily with two customers. 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.

21. Employee Benefit Plans

2011 Stock Option and Incentive Plan

On May 12, 2011, the Company’s stockholders approved the 2011 Stock Option and Incentive Plan (the “2011 Plan”). The 2011 Plan provided for the issuance of up to a maximum number of shares of common stock equal to the sum of (i) 1,000,000, plus (ii) the number of shares of common stock underlying any grants pursuant to the 2011 Plan or the Plug Power Inc. 1999 Stock Option and Incentive Plan that are forfeited, canceled, repurchased or are terminated (other than by exercise). The shares may be issued pursuant to stock options, stock appreciation rights, restricted stock awards and certain other equity-based awards granted to employees, directors and consultants of the Company. No further grants may be made under the 2011 Plan after May 12, 2021. Through various amendments to the 2011 Plan approved by the Company’s stockholders, the number of shares of the Company’s common stock authorized for issuance under the 2011 Plan has been increased to 42.4 million. The Company recorded expense of approximately $8.5 million and $2.5 million, for the three months ended March 31, 2021 and 2020, respectively, in connection with the 2011 Plan.

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At March 31, 2021, there were outstanding options to purchase approximately 9.0 million shares of common stock. Options for employees issued under this plan generally vest in equal annual installments over three years and expire ten years after issuance. Options granted to members of the Board generally vest one year after issuance. To date, options granted under the 2011 Plan have vesting provisions ranging from one to three years in duration and expire ten years after issuance.

Compensation cost associated with employee stock options represented approximately $3.3 million and $1.4 million of the total share-based payment expense recorded for the three months ended March 31, 2021 and March 31, 2020, respectively. The Company estimates the fair value of stock options using a Black-Scholes valuation model, and the resulting fair value is recorded as compensation cost on a straight-line basis over the option vesting period. Key inputs and assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of the Company’s stock, an appropriate risk-free rate, and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. The assumptions made for purposes of estimating fair value under the Black-Scholes model for the 581,000 and 85,000 options granted during the three months ended March 31, 2021 and 2020, respectively, were as follows:

	March 31,	March 31,
	2021	2020
Expected term of options (years)	6	6
Risk free interest rate	0.61% - 0.73%	0.69% - 1.37%
Volatility	72.46%	64.19%

There was no expected dividend yield for the employee stock options granted.

The Company used the simplified method in determining its expected term of all its stock option grants in all periods presented. The simplified method was used because the Company does not believe historical exercise data provides a reasonable basis for the expected term of its grants, primarily as a result of the limited number of stock option exercises that have historically occurred. The Company expects to cease using the simplified method to determine its expected term for stock option grants in the second quarter of  2021.  The estimated stock price volatility was derived from the Company’s actual historic stock prices over the past six years, which represents the Company’s best estimate of expected volatility.

A summary of stock option activity for the quarter ended March 31, 2021 is as follows (in thousands except share amounts):

				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
		Exercise		Contractual	Intrinsic
	Shares	Price		Terms	Value
Options outstanding at December 31, 2020	10,284,498	$	5.78	7.8	$	289,316
Granted	581,000		65.72	—		—
Exercised	(1,811,274)		2.65	—		—
Forfeited	(33,333)		1.74	—		—
Expired	—		—	—		—
Options outstanding at March 31, 2021	9,020,891	$	15.18	8.1	$	247,964
Options exercisable at March 31, 2021	2,284,519		2.07	5.7		77,143
Options unvested at March 31, 2021	6,736,372	$	11.73	8.9	$	170,820

The weighted average grant-date fair value of options granted during the three months ended March 31, 2021 and 2020 was $31.78 and $2.80, respectively. As of March 31, 2021, there was approximately $40.5 million of unrecognized compensation cost related to stock option awards to be recognized over the next three years. The total fair value of stock options that vested during the three months ended March 31, 2021 and 2020 was approximately $2.9 million and $1.2 million, respectively.

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Restricted stock awards generally vest in equal installments over a period of one to three years. Restricted stock awards are valued based on the closing price of the Company’s common stock on the date of grant, and compensation cost is recorded on a straight-line basis over the share vesting period. The Company recorded expense associated with its restricted stock awards of approximately $5.2 million and $1.0 million, for the three months ended March 31, 2021 and 2020, respectively. Additionally, for the three months ended March 31, 2021 and 2020, there was $64.1 million and $7.4 million respectively, of unrecognized compensation cost related to restricted stock awards to be recognized over the next three years.

A summary of restricted stock activity for the year ended March 31, 2021 is as follows (in thousands except share amounts):

		Aggregate
		Intrinsic
	Shares	Value
Unvested restricted stock at December 31, 2020	5,874,642	$	—
Granted	555,000		—
Vested	(10,001)		—
Forfeited	(3,333)		—
Unvested restricted stock at March 31, 2021	6,416,308	$	229,960

401(k) Savings & Retirement Plan

The Company offers a 401(k) Savings & Retirement Plan to eligible employees meeting certain age and service requirements. This plan permits participants to contribute 100% of their salary, up to the maximum allowable by the Internal Revenue Service regulations. Participants are immediately vested in their voluntary contributions plus actual earnings or less actual losses thereon. Participants are vested in the Company’s matching contribution based on years of service completed. Participants are fully vested upon completion of three years of service. During 2018, the Company began funding its matching contribution in a combination of cash and common stock. The Company issued 12,513 shares of common stock and 133,250 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the three months ended March 31, 2021 and 2020, respectively.

The Company’s expense for this plan was approximately $1.3 million, and $529 thousand for the three months ended March 31, 2021 and 2020, respectively.

Non-Employee Director Compensation

Each non-employee director is paid an annual retainer for their services, in the form of either cash or stock compensation. The Company granted 2,653 shares of common stock and 14,833 shares of common stock to non-employee directors as compensation for the three months ended March 31, 2021 and 2020, 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 $85 thousand and $56 thousand for the three months ended March 31, 2021 and 2020, respectively.

22. Subsequent Events

On June 3, 2021, the Company, Plug Power France, a wholly-owned subsidiary of the Company (“Plug Power France”), Renault SAS (“Renault”) and HyVia, a French société par actions simplifiée (“HyVia”), entered into a definitive Joint Venture Agreement and related agreements to consummate the parties’ previously announced joint venture based in France (the “France JV”). HyVia, the joint venture entity, plans to manufacture and sell fuel cell powered electric light commercial vehicles (“FCE-LCVs”) and to supply hydrogen fuel and fueling stations to support the FCE-LCV market, in each case primarily in Europe.  HyVia will be owned 50% by Plug Power France and 50% by Renault.  The Company and Renault will make investments into HyVia to support necessary funding and growth, and the Company and Renault expect to invest on a pro rata basis not less than €65 million through 2022.

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Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our accompanying unaudited interim condensed consolidated financial statements and notes thereto included within this report, and our audited and notes thereto included in our 2020 19-K. In addition to historical information, this Quarterly Report on Form 10-Q and the following discussion contain statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended “the Exchange Act”. These forward-looking statements contain projections of our future results of operations or of our financial position or state other forward-looking information. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would,” “plan,” “projected” or the negative of such words or other similar words or phrases. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Investors are cautioned not to unduly rely on forward-looking statements because they involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to:

● the risk that we continue to incur losses and might never achieve or maintain profitability;

● the risk that we will need to raise additional capital to fund our operations and such capital may not be available to us;

● the risk of dilution to our stockholders and/or stock price should we need to raise additional capital;

● the risk that our lack of extensive experience in manufacturing and marketing products may impact our ability to manufacture and market products on a profitable and large-scale commercial basis;

● the risk that unit orders may not ship, be installed and/or converted to revenue, in whole or in part;

● the risk that a loss of one or more of our major customers, or if one of our major customers delays payment of or is unable to pay its receivables, a material adverse effect could result on our financial condition;

● the risk that a sale of a significant number of shares of stock could depress the market price of our common stock;

● the risk that our convertible senior notes, if settled in cash, could have a material effect on our financial results;

● the risk that our convertible note hedges may affect the value of our convertible senior notes and our common stock;

● the risk that negative publicity related to our business or stock could result in a negative impact on our stock value and profitability;

● the risk of potential losses related to any product liability claims or contract disputes;

● the risk of loss related to an inability to remediate the material weakness identified in internal control over financial reporting as of December 31, 2020, or inability to otherwise maintain an effective system of internal control;

● the risk that the determination to restate the Prior Period Financial Statements could negatively affect investor confidence and raise reputational issues;

● the risk of loss related to an inability to maintain an effective system of internal controls;

● our ability to attract and maintain key personnel;

● the risks related to the use of flammable fuels in our products;

● the risk that pending orders may not convert to purchase orders, in whole or in part;

● the cost and timing of developing, marketing and selling our products;

● the risks of delays in or not completing our product development goals;

● the risks involved with participating in joint ventures;

● our ability to obtain financing arrangements to support the sale or leasing of our products and services to customers;

● our ability to successfully pursue new business ventures;

● our ability to achieve the forecasted gross margin on the sale of our products;

● the cost and availability of fuel and fueling infrastructures for our products;

● the risks, liabilities, and costs related to environmental, health and safety matters;

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● the risk of elimination of government subsidies and economic incentives for alternative energy products;

● market acceptance of our products and services, including GenDrive, GenSure and GenKey systems;

● our ability to establish and maintain relationships with third parties with respect to product development, manufacturing, distribution and servicing, and the supply of key product components;

● the cost and availability of components and parts for our products;

● the risk that possible new tariffs could have a material adverse effect on our business;

● our ability to develop commercially viable products;

● our ability to reduce product and manufacturing costs;

● our ability to successfully market, distribute and service our products and services internationally;

● our ability to improve system reliability for our products;

● competitive factors, such as price competition and competition from other traditional and alternative energy companies;

● our ability to protect our intellectual property;

● the risk of dependency on information technology on our operations and the failure of such technology;

● the cost of complying with current and future federal, state and international governmental regulations;

● our subjectivity to legal proceedings and legal compliance;

● the risks associated with past and potential future acquisitions; and

● the volatility of our stock price.

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks discussed in the section titled “Risk Factors” included under Part I, Item 1A, below. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from these contained in any forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. These forward-looking statements speak only as of the date on which the statements were made. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q.

References in this Quarterly Report on Form 10-Q to “Plug Power,” the “Company,” “we,” “our” or “us” refer to Plug Power Inc., including as the context requires, its subsidiaries.

Overview

Plug Power is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions.  In our core business, we provide and continue to develop commercially viable hydrogen and fuel cell product solutions to replace lead-acid batteries in electric material handling vehicles and industrial trucks for some of the world’s largest retail-distribution and manufacturing businesses. We are focusing our efforts on 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. Additionally, we manufacture and sell fuel cell products to replace batteries and diesel generators in stationary backup power applications. These products have proven valuable with telecommunications, transportation, and utility customers as robust, reliable, and sustainable power solutions.

Part of our long-term plan includes Plug Power penetrating the on-road vehicle market and large-scale stationary market. Plug Power’s announcements to form joint ventures with Renault in Europe and SK Group in Asia not only support this goal but are expected to provide us with a more global footprint. Plug has been successful with acquisitions, strategic partnerships, and joint ventures, and we plan to continue this mix.  For example, we expect our relationships with Brookfield and Apex to provide us access to low-cost renewable energy, which is critical to produce low-cost green hydrogen.

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Our current products and services include:

GenDrive: GenDrive is our hydrogen fueled PEM fuel cell system providing power to material handling electric vehicles, including class 1, 2, 3 and 6 electric forklifts, Automated Guided Vehicles (“AGVs”) and ground support equipment;

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

GenCare: GenCare is our ongoing ‘internet of things’-based maintenance and on-site service program for GenDrive fuel cell systems, GenSure fuel cell systems, GenFuel hydrogen storage and dispensing products and ProGen fuel cell engines;

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

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

ProGen:  ProGen is our fuel cell stack and engine technology currently used globally in mobility and stationary fuel cell systems, and as engines in electric delivery vans. This includes the Plug “MEA”, a critical component of the fuel cell stack used in zero-emission fuel cell electric vehicle engines; and

GenFuel Electrolyzers: GenFuel electrolyzers are modular, scalable hydrogen generators optimized for clean hydrogen production. Electrolyzers generate hydrogen from water using electricity and a special membrane and “green” hydrogen is generated by using renewable energy inputs, such as solar or wind power.

We provide our products worldwide through our direct product sales force, and by leveraging relationships with “OEMs” and their dealer networks. Plug Power is targeting Asia and Europe for expansion in adoption. Europe has rolled out ambitious targets for the hydrogen economy and Plug Power is executing on its strategy to become one of the European leaders. This includes a targeted account strategy for material handling as well as securing strategic partnerships with European OEMs, energy companies, utility leaders and accelerating our electrolyzer business. We manufacture our commercially viable products in Latham, New York, Rochester, New York and Spokane, Washington and support liquid hydrogen generation and logistics in Charleston, Tennessee.

Recent Developments

COVID-19 Update

As a result of the COVID-19 pandemic outbreak in March 2020, state governments—including those in New York and Washington, where our manufacturing facilities are located—issued orders requiring businesses that do not conduct essential services to temporarily close their physical workplaces to employees and customers.  As a result, we had put in place a number of protective measures in response to the COVID-19 outbreak, which included the canceling of all commercial air travel and all other non-critical travel, requesting that employees limit non-essential personal travel, eliminating all but essential third-party access to our facilities, enhancing our facilities’ janitorial and sanitary procedures, encouraging employees to work from home to the extent their job function enabled them to do so, encouraging the use of virtual employee meetings, and providing staggered shifts and social distancing measures for those employees associated with manufacturing and service operations.  In May 2021, the Centers for Disease Control and Prevention (the “CDC”) revised guidance for fully vaccinated individuals regarding no longer needing to wear a mask indoors or practicing social distancing, which was subsequently adopted by the state of New York on May 19, 2021. 

As a result, effective in June 2021 and in accordance with new CDC guidelines and where permitted by state law, employees who are fully vaccinated against COVID-19 and have been through Plug Power’s validation process may enter

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Plug Power facilities without a face mask. Individuals inside Plug Power facilities who are not fully vaccinated are required to wear proper face coverings and continue to maintain  social distancing of 6 feet or greater.  In states where the guidelines for face coverings is still government mandated, Plug Power will comply with the state and local jurisdictions and enforce face mask usage, as well as social distancing at our sites.

Plug Power will continue to conduct health screening upon entrance to our facilities, provide enhanced janitorial and sanitary procedures, encourage employees to work from home to the extent their job function enables them to do so, and encourage the use of virtual employee meetings.

We cannot predict at this time the full extent to which COVID-19 will impact our business, results, and financial condition, which will depend on many factors. We are staying in close communication with our manufacturing facilities, employees, customers, suppliers, and partners, and acting to mitigate the impact of this dynamic and evolving situation, but there is no guarantee that we will be able to do so. Although as of the date hereof, we have not observed any material impacts to our supply of components, the situation is fluid. Many of the parts for our products are sourced from suppliers in China and the manufacturing situation in China remains variable. Supply chain disruptions could reduce the availability of key components, increase prices or both. Certain of our customers, such as Walmart, significantly increased their use of units and hydrogen fuel consumption as a result of COVID-19. In the three months ended March 31, 2021 and the twelve months ended December 31, 2020, our services and PPA margins were negatively impacted by incremental service costs associated with increased usage of units at some of our primary customer sites. In addition, future changes in applicable government orders or regulations, or changes in the interpretation of existing orders or regulations, could result in further disruptions to our business that may materially and adversely affect our financial condition and results of operations.

Capital Raises and Strategic Activities

On June 3, 2021, the Company, Plug Power France, a wholly-owned subsidiary of the Company, Renault SAS (“Renault”) and HyVia, a French société par actions simplifiée, entered into a definitive Joint Venture Agreement and related agreements to consummate the parties’ previously announced joint venture based in France. HyVia, the joint venture entity, plans to manufacture and sell “FCE-LCVs” and to supply hydrogen fuel and fueling stations to support the FCE-LCV market, in each case primarily in Europe.  HyVia will be owned 50% by Plug Power France and 50% by Renault.  The Company and Renault will make investments into HyVia to support necessary funding and growth, and the Company and Renault expect to invest on a pro rata basis not less than €65 million through 2022.

On February 24, 2021, the Company completed the previously announced sale of its common stock in connection with a strategic partnership with SK Holdings Co., Ltd. (“SK Holdings”) to accelerate the use of hydrogen as an alternative energy source in Asian markets. The Company sold 54,966,188 shares of its common stock to a subsidiary of SK Holdings  at a purchase price of $29.2893 per share, or an aggregate purchase price of approximately $1.6 billion.

In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $1.8 billion.

Explanatory Note

As previously disclosed in the Explanatory Note to the 2020 10-K, the Company restated its previously issued audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018 and its unaudited quarterly consolidated financial statements of and for each of the quarterly periods ended March 31, 2020, June 30, 2020 and 2019, September 30, 2020 and 2019 and December 31, 2019.

Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q for the periods affected by the restatement have not been amended. Accordingly, investors should not rely upon the Company’s previously released financial statements for these periods and any earnings releases or other communications relating to these periods, and, for these periods, investors should rely solely on the financial statements and other financial data for the relevant periods included in the 2020 10-K. Commencing with this quarterly report on Form 10-Q, we will include in our quarterly reports for fiscal 2021 restated results for the corresponding interim periods of fiscal 2020.

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Results of Operations

Our primary sources of revenue are from sales of fuel cell systems and related infrastructure, services performed on fuel cell systems and related infrastructure, Power Purchase Agreements (PPAs), and fuel delivered to customers.  Revenue from sales of fuel cell systems and related infrastructure represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts.  Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution.  Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated on site.

Net revenue, cost of revenue, gross profit (loss) and gross margin for the three months ended March 31, 2021 and 2020, were as follows (in thousands):

			Cost of		Gross		Gross
	Net Revenue		Revenue		Profit/(Loss)		Margin
For the period ended March 31, 2021:
Sales of fuel cell systems and related infrastructure	$	46,772	$	28,974	$	17,798	38.1	%
Services performed on fuel cell systems and related infrastructure		6,045		13,086		(7,041)	(116.5)	%
Provision for loss contracts related to service		—		1,485		(1,485)	N/A
Power Purchase Agreements		7,826		18,343		(10,517)	(134.4)	%
Fuel delivered to customers		11,127		22,143		(11,016)	(99.0)	%
Other		188		98		90	47.9	%
Total	$	71,958	$	84,129	$	(12,171)	(16.9)	%
For the period ended March 31, 2020:
Sales of fuel cell systems and related infrastructure	$	20,468	$	13,974	$	6,494	31.7	%
Services performed on fuel cell systems and related infrastructure		6,521		10,347		(3,826)	(58.7)	%
Provision for loss contracts related to service		—		95		(95)	N/A
Power Purchase Agreements		6,421		14,771		(8,350)	(130.0)	%
Fuel delivered to customers		7,333		11,254		(3,921)	(53.5)	%
Other		76		81		(5)	(6.6)	%
Total	$	40,819	$	50,522	$	(9,703)	(23.8)	%

The amount of provision for common stock warrants recorded as a reduction of revenue during the three months ended March 31, 2021 and 2020, respectively, is shown in the table below (in thousands):

	Three months ended March 31,
	2021		2020
Sales of fuel cell systems and related infrastructure	$	(27)	$	(644)
Services performed on fuel cell systems and related infrastructure		(140)		(258)
Power Purchase Agreements		(900)		(551)
Fuel delivered to customers		(638)		(754)
Total	$	(1,705)	$	(2,207)

Net Revenue

Revenue – sales of fuel cell systems and related infrastructure.  Revenue from sales of fuel cell systems and related infrastructure represents revenue from the sale of our fuel cells, such as GenDrive units and GenSure stationary backup power units, as well as hydrogen fueling infrastructure referred to at the site level as hydrogen installations.

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Revenue from sales of fuel cell systems and related infrastructure for the three months ended March 31, 2021 increased $26.3 million, or 128.5%, to $46.8 million from $20.5 million for the three months ended March 31, 2020. Included within revenue was provision for common stock warrants of $27 thousand and $0.6 million for the three months ended March 31, 2021 and 2020, respectively. The main drivers for the increase in revenue were the increase in GenDrive units recognized as revenue, an increase in hydrogen installations, and an increase in the provision for common stock warrants. There were 1,308 GenDrive units recognized as revenue during the three months ended March 31, 2021, compared to 825 for the three months ended March 31, 2020. There was hydrogen infrastructure revenue associated with six hydrogen sites during the three months ended March 31, 2021, compared to one during the three months ended March 31, 2020.

Revenue – services performed on fuel cell systems and related infrastructure.  Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. At March 31, 2021, there were 14,189 fuel cell units and 60 hydrogen installations under extended maintenance contracts, an increase from 10,662 fuel cell units and 45 hydrogen installations at March 31, 2020. Revenue from services performed on fuel cell systems and related infrastructure for the three months ended March 31, 2021 decreased $0.5 million, or 7.3%, to $6.0 million as compared to $6.5 million for the three months ended March 31, 2020. Included within revenue was provision for common stock warrants of $0.1 million and $0.3 million for the three months ended March 31, 2021 and 2020, respectively. The main drivers in decrease in revenue was a reduction in billings for run time hours that exceeded certain levels given certain changes in the overall contract and commercial relationship, partially offset by the decrease in the provision for common stock warrants.

Revenue – Power Purchase Agreements.  Revenue from PPAs represents payments received from customers for power generated through the provision of equipment and service. At March 31, 2021, there were 50 GenKey sites associated with PPAs, as compared to 34 at March 31, 2020. Revenue from PPAs for the three months ended March 31, 2021 increased $1.4 million, or 21.9%, to $7.8 million from $6.4 million for the three months ended March 31, 2020. Included within revenue was provision for common stock warrants of $0.9 million and $0.6 million for the three months ended March 31, 2021 and 2020, respectively. The increase in revenue from PPAs for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020 was primarily attributable to the new sites for existing customers and new customers accessing the PPA subscription solution, offset in part by the increase in the provision for common stock warrants.

Revenue – fuel delivered to customers.  Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated on site. Revenue associated with fuel delivered to customers for the three months ended March 31, 2021 increased $3.8 million, or 51.7%, to $11.1 million from $7.3 million for the three months ended March 31, 2020. Included within revenue was provision for common stock warrants of $0.6 million and $0.8 million for the three months ended March 31, 2021 and 2020, respectively. The increase in revenue was due to an increase in the number of sites with fuel contracts from 77 as of March 31, 2020 to 109 as of March 31, 2021, and a slight decrease in the provision for common stock warrants.

Cost of Revenue

Cost of revenue – sales of fuel cell systems and related infrastructure.  Cost of revenue from sales of fuel cell systems and related infrastructure includes direct materials, labor costs, and allocated overhead costs related to the manufacture of our fuel cells such as GenDrive units and GenSure stationary backup power units, and hydrogen fueling infrastructure referred to at the site level as hydrogen installations. Cost of revenue from sales of fuel cell systems and related infrastructure for the three months ended March 31, 2021 increased 107.3%, or $15.0 million, to $29.0 million, compared to $14.0 million for the three months ended March 31, 2020. This increase was driven by the increase in GenDrive deployment volume and increase in hydrogen installations. There were 1,308 GenDrive units recognized as revenue during the three months ended March 31, 2021, compared to 825 for the three months ended March 31, 2020. Revenue associated with six hydrogen installations was recognized during the three months ended March 31, 2021, compared to one during the three months ended March 31, 2020. Gross profit generated from sales of fuel cell systems and related infrastructure increased to 38.1% for the three months ended March 31, 2021, compared to 31.7% for the three months ended March 31, 2020 primarily due to the mix impact of the units sold and customer profile.

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Cost of revenue – services performed on fuel cell systems and related infrastructure. Cost of revenue from services performed on fuel cell systems and related infrastructure includes the labor, material costs and allocated overhead costs incurred for our product service and hydrogen site maintenance contracts and spare parts. At March 31, 2021, there were 14,189 fuel cell units and 60 hydrogen installations under extended maintenance contracts, an increase from 10,662 fuel cell units and 45 hydrogen installations at March 31, 2020, respectively. Cost of revenue from services performed on fuel cell systems and related infrastructure for the three months ended March 31, 2021 increased 26.5%, or $2.7 million, to $13.1 million, compared to $10.4 million for the three months ended March 31, 2020. Gross loss increased to (116.5)% for the three months ended March 31, 2021, compared to (58.7)% for the three months ended March 31, 2020, primarily due to a lower of cost or market adjustment associated with remanufactured parts.  This was partially offset by a change in the release of the previously recorded loss accrual from $224 thousand in the first quarter of 2020 to $1.8 million in the first quarter of 2021.  

Cost of revenue – provision for loss contracts related to service.  The Company also recorded a provision for loss contracts related to service of $1.5 million for the three months ended March 31, 2021, compared to $95 thousand for the three months ended March 31, 2020. The provision increased as a result of changes in the estimated projected future costs due to the realization that certain cost initiatives were not occurring as quickly as initially expected, as well changes in the number of service contracts.

Cost of revenue – Power Purchase Agreements.  Cost of revenue from PPAs includes depreciation of assets utilized and service costs to fulfill PPA obligations and interest costs associated with certain financial institutions for leased equipment.  At March 31, 2021, there were 50 GenKey sites associated with PPAs, as compared to 34 at March 31, 2020. Cost of revenue from PPAs for the three months ended March 31, 2021 increased 24.2%, or $3.6 million, to $18.3 million from $14.8 million for the three months ended March 31, 2020 primarily due to the increase in units and sites under PPA contract. Gross loss increased slightly to (134.4)% for the three months ended March 31, 2021, as compared to (130.0)% for the three months ended March 31, 2020 primarily due to a change in common stock warrants provision.

Cost of revenue – fuel delivered to customers.  Cost of revenue from fuel delivered to customers represents the purchase of hydrogen from suppliers that ultimately is sold to customers and costs for onsite generation. Cost of revenue from fuel delivered to customers for the three months ended March 31, 2021 increased 96.8%, or $10.9 million, to $22.1 million from $11.3 million for the three months ended March 31, 2020. The increase was primarily due to higher volume of hydrogen delivered to customer sites as a result of an increase in the number of hydrogen installations completed under GenKey agreements and higher fuel costs. Gross loss increased to (99.0)% during the three months ended March 31, 2021, compared to (53.5)% during the three months ended March 31, 2020. The rate increases stem from a certain supplier in which we have commenced a transition, as well as certain force majeure issues.

Expenses

Research and development expense. Research and development expense includes: materials to build development and prototype units, cash and non-cash compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities.

Research and development expense for the three months ended March 31, 2021 increased $5.0 million, or 104.1%, to $9.7 million, from $4.8 million for the three months ended March 31, 2020.  The overall growth in R&D investment is commensurate with the Company’s future expansion into new markets, new product lines, and varied vertical integrations. The number of R&D employees was 113 at March 31, 2020 compared to 202 at March 31, 2021.

Selling, general and administrative expenses.  Selling, general and administrative expenses includes cash and non-cash compensation, benefits, amortization of intangible assets and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services.

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Selling, general and administrative expenses for the three months ended March 31, 2021, increased $14.5 million, or 130.3%, to $25.6 million from $11.1 million for the three months ended March 31, 2020. This increase was primarily related to increases in salaries and stock-based compensation due to increased headcount, in addition to costs associated with the restatement of our previous years’ financial statements.

Contingent Consideration.  The fair value of the contingent consideration related to Giner ELX and UHG was remeasured as of March 31, 2021, which resulted in $790 thousand charge that is reflected in the unaudited interim consolidated statement of operations for the three months ended March 31, 2021.

Interest. Interest consists of interest expense related to our long-term debt, convertible senior notes, obligations under finance leases and our finance obligations. Interest increased $500 thousand, or 4% from $11.8 million for the three months ended March 31, 2020 to $12.3 million for the three months ended March 31, 2021. Since March 2020, the Company assumed approximately $100.0 million of additional long-term debt at 12% interest (which interest was reduced to 9.5% on May 6, 2020), issued $212.5 million convertible senior notes at 3.75% interest, and entered into additional sale/leaseback finance obligation arrangements. This was offset by the exchange and conversion during 2020 of the 5.5% Convertible Senior Notes, the conversion on July 1, 2020 of the 7.5% Convertible Senior Notes and the adoption of ASU 2020-06 which reduced the noncash interest expense on convertible notes.

Other expense, net. Other expense, net consists of other expenses related to our foreign currency exchange losses, offset by interest and other income consisting primarily of interest earned on our cash and cash equivalents, restricted cash and available-for-sale securities. This increased $140 thousand in comparison to the three months ended March 31, 2020.

Income Tax

The Company did not record any income tax expense or benefit for the three months ended March 31, 2021 or 2020. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets, which remain fully reserved.

The 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 carry forward 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.

Liquidity and Capital Resources

Liquidity

As of March 31, 2021 and December 31, 2020, the Company had $4.3 billion and $1.3 billion of cash and cash equivalents and $344.1 million and $321.9 million of restricted cash, respectively. In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $1.8 billion. Furthermore, in February 2021, the Company completed the previously announced sale of its common stock in connection with a strategic partnership with SK Holdings to accelerate the use of hydrogen as an alternative energy source in Asian markets. The Company sold 54,996,188 shares of its common stock to a subsidiary of SK Holdings at a purchase price of $29.2893 per share, or an aggregate purchase price of approximately $1.6 billion.

The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses attributable to common stockholders of $60.7 million and $37.4 million for the three months ended March 31, 2021 and 2020, respectively, and had an accumulated deficit of $2.0 billion at March 31, 2021.

The Company’s significant obligations consisted of the following as of March 31, 2021:

(i) Operating and finance leases totaling $122.3 million and $10.3 million, respectively, of which $18.8 million and $1.8 million, respectively, are due within the next 12 months. These leases are primarily

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related to sale/leaseback agreements entered into with various financial institutions to facilitate the Company’s commercial transactions with key customers.

(ii) Finance obligations totaling $182.8 million of which approximately $32.1 million is due within the next 12 months. Finance obligations consist primarily of debt associated with the sale of future revenues and failed sale/leaseback transactions.

(iii) Long-term debt, primarily related to the Company’s Loan Agreement with Generate Capital totaling $161.3 million of which $21.4 million is classified as short term on our consolidated balance sheets. See Note 10, “Long-Term Debt”, for more details.

(iv) Convertible senior notes totaling $191.8 million at March 31, 2021. See Note 11, “Convertible Senior Notes” for more details.

The Company believes that its current working capital of $4.9 billion at March 31, 2021, which includes unrestricted cash and cash equivalents of $4.3 billion, will provide sufficient liquidity to fund operations for a least one year after the date the financial statements are issued.

The Company plans to invest a portion of its available cash to expand its current production and manufacturing capacity and to fund strategic acquisitions and partnerships and capital projects. Future use of the Company’s funds is discretionary and the Company believes that its working capital and cash position will be sufficient to fund its operations for the next twelve months.  

Public and Private Offerings of Equity and Debt

Common Stock Issuances

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

In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $1.8 billion.

In November 2020, the Company issued and sold in a registered equity offering an aggregate of 43,700,000 shares of its common stock at a purchase price of $22.25 per share for net proceeds of approximately $927.3 million.

In August 2020, the Company issued and sold in a registered equity offering an aggregate of 35,276,250 shares of its common stock at a purchase price of $10.25 per share for net proceeds of approximately $344.4 million.

On April 13, 2020, the Company entered into the At Market Issuance Sales Agreement with B. Riley Financial (“B. Riley”), as sales agent, pursuant to which the Company may offer and sell, from time to time through B. Riley, shares of Company common stock having an aggregate offering price of up to $75.0 million.  As of the date of this filing, the Company has not issued any shares of common stock pursuant to the At Market Issuance Sales Agreement.

Convertible Senior Notes

In May 2020, the Company issued $212.5 million in aggregate principal amount of 3.75% Convertible Senior Notes. The total net proceeds from this offering, after deducting costs of the issuance, were $205.1 million. The Company used $90.2 million of the net proceeds from the offering of the 3.75% Convertible Senior Notes to repurchase $66.3 million of the $100 million in aggregate principal amount of the 5.5% Convertible Senior Notes. In addition, the Company used approximately $16.3 million of the net proceeds from the offering of the 3.75% Convertible Senior Notes to enter into privately negotiated capped called transactions.  In the fourth quarter of 2020, $33.5 million of the remaining 5.5%

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Convertible Senior Notes were converted into 14.6 million shares of common stock, resulting in a gain of approximately $4.5 million which was recorded on the consolidated statement of operations on the gain (loss) on extinguishment of debt line. As of December 31, 2020, approximately $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes remained outstanding, all of which were converted to common stock in January 2021.

In September 2019, the Company issued $40.0 million in aggregate principal amount of 7.5% Convertible Senior Note. The Company’s total obligation, net of interest accretion, due to the holder was $48.0 million. The total net proceeds from this offering, after deducting costs of the issuance, were $39.1 million. On July 1, 2020, the note automatically converted fully into 16.0 million shares of common stock.

Secured Debt

In March 2019, the Company entered into the “Loan Agreement”, with Generate Lending, providing for a secured term loan facility in the amount of $100 million.

During the year ended December 31, 2020, the Company, under another series of amendments to the Loan Agreement, borrowed an incremental $100.0 million. As part of the amendment to the Loan Agreement, the Company’s interest rate on the secured term loan facility was reduced to 9.50% from 12.00% per annum, and the maturity date was extended to October 31, 2025 from October 6, 2022. On March 31, 2021, the outstanding balance under the Term Loan Facility was $151.5 million.

The Loan Agreement includes covenants, limitations, and events of default customary for similar facilities. Interest and a portion of the principal amount is payable on a quarterly basis.  Principal payments are funded in part by releases of restricted cash, as described in Note 20, “Commitments and Contingencies.” Based on the amortization schedule as of March 31, 2021, the aforementioned loan balance under the Term Loan Facility will be fully paid by October 31, 2025.  The Company is in compliance with, or has obtained waivers for, all debt covenants.  

The Term Loan Facility is secured by substantially all of the Company’s and the guarantor subsidiaries’ assets, including, among other assets, all intellectual property, all securities in domestic subsidiaries and 65% of the securities in foreign subsidiaries, subject to certain exceptions and exclusions.

The Loan Agreement provides that if there is an event of default due to the Company’s insolvency or if the Company fails to perform in any material respect the servicing requirements for fuel cell systems under certain customer agreements, which failure would entitle the customer to terminate such customer agreement, replace the Company or withhold the payment of any material amount to the Company under such customer agreement, then Generate Capital has the right to cause Proton Services Inc., a wholly owned subsidiary of the Company, to replace the Company in performing the maintenance services under such customer agreement.

As of March 31, 2021, the Term Loan Facility requires the principal balance as of each of the following dates not to exceed the following (in thousands):

December 31, 2021	$	127,317
December 31, 2022		93,321
December 31, 2023		62,920
December 31, 2024		33,692
December 31, 2025		—

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Several key indicators of liquidity are summarized in the following table (in thousands):

	Three months		Year
	ended or at		ended or at
	March 31, 2021		December 31, 2020
Cash and cash equivalents at end of period	$	4,349,066	$	1,312,404
Restricted cash at end of period		344,062		321,880
Working capital at end of period		4,904,371		1,380,830
Net loss attributable to common stockholders		(60,746)		(596,181)
Net cash used in operating activities		(117,099)		(155,476)
Net cash used in investing activities		(418,379)		(95,334)
Net cash provided by financing activities		3,594,373		1,515,529

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 the 3.75% Convertible Senior Notes.

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

	Amount
	(in thousands)
Principal amount	$	212,463
Less initial purchasers' discount		(6,374)
Less cost of related capped calls		(16,253)
Less other issuance costs		(617)
Net proceeds	$	189,219

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

The 3.75% Convertible Senior Notes are senior, unsecured obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to any of the Company’s existing and future liabilities that are not so subordinated, including the Company’s $100 million in aggregate principal amount of the 5.5% Convertible Senior Notes due 2023, which is referred to herein as the 5.5% Convertible Senior Notes, effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, of its current or future subsidiaries.  

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

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

2) during the five business days after any five consecutive trading day period (such five consecutive trading day period, the measurement period) in which the trading price per $1,000 principal amount of the 3.75% Convertible

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Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

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

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

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

The initial conversion rate for the 3.75% Convertible Senior Notes is 198.6196 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $5.03 per share of the Company’s common stock, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election.  During the first quarter of 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted and the Company issued 3.0 million shares of common stock in conjunction with these conversions. 

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

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

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

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

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

	March 31,
	2021
Principal amounts:
Principal	$	197,278
Unamortized debt issuance costs (1)		(5,510)
Net carrying amount	$	191,768

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

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

	March 31,
	2021
Interest Expense	$	1,897
Amortization of Debt Issuance Costs		1,258
Total		3,155
Effective Interest Rate		4.5%

Based on the closing price of the Company’s common stock of $35.84 on March 31, 2021, the if-converted value of the notes was greater than the principal amount. The estimated fair value of the note at March 31, 2021 was approximately $1.3 billion. Fair value estimation was primarily based on a stock exchange, active trade on March 30, 2021 of the 3.75% Senior Convertible Note. See Note 16, “Fair Value Measurements” for a description of the fair value hierarchy.    

Capped Call

In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into the “3.75% Notes Capped Call” with certain counterparties at a price of $16.2 million. The 3.75% Notes Capped Call covers, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 3.75% Convertible Senior Notes and is generally expected to reduce potential dilution to the Company’s common stock upon any conversion of the 3.75% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the 3.75% Notes Capped Call is initially $6.7560 per share, which represents a premium of approximately 60% over the last then-reported sale price of the Company’s common stock of $4.11 per share on the date of the transaction and is subject to certain adjustments under the terms of the 3.75% Notes Capped Call. The 3.75% Notes Capped Call becomes exercisable if the conversion option is exercised.

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

5.5% Convertible Senior Notes

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.

In May 2020, the Company used a portion of the net proceeds from the issuance of the 3.75% Convertible Senior Notes to finance the cash portion of the partial repurchase of the 5.5% Convertible Senior Notes, which consisted of a

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repurchase of approximately $66.3 million in aggregate principal amount of the 5.5% Convertible Senior Notes in privately-negotiated transactions for aggregate consideration of $128.9 million, consisting of approximately $90.2 million in cash and approximately 9.4 million shares of the Company’s common stock. The partial repurchase of the 5.5% Convertible Senior Notes resulted in a $13.2 million gain on early debt extinguishment. In the fourth quarter of 2020, $33.5 million of the remaining 5.5% Convertible Senior Notes converted into 14.6 million shares of common stock which resulted in a gain of approximately $4.5 million which was recorded on the consolidated statement of operations on the gain (loss) on extinguishment of debt line.

On January 7, 2021, the remaining aggregate principal of $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock. Interest expense and amortization for the period were immaterial.

Capped Call

In conjunction with the pricing of the 5.5% Convertible Senior Notes, the Company entered into “5.5% Notes Capped Call” with certain counterparties at a price of $16.0 million to reduce the potential dilution to the Company’s common stock upon any conversion of the 5.5% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 5.5% Convertible Senior Notes, as the case may be. The net cost incurred in connection with the 5.5% Notes Capped Call was recorded as a reduction to additional paid-in capital in the consolidated balance sheets.

In conjunction with the partial repurchase of the 5.5% Convertible Senior Notes, the Company terminated 100% of the 5.5% Notes Capped Call on June 5, 2020. As a result of the termination, the Company received $24.2 million which was recorded in additional paid-in capital.

Common Stock Forward

In connection with the issuance of the 5.5% Convertible Senior Notes, the Company also entered into the Common Stock Forward, pursuant to which the Company agreed to purchase 14,397,906 shares of its common stock for settlement on or about March 15, 2023. In connection with the issuance of the 3.75% Convertible Senior Notes and the partial payoff of the 5.5% Convertible Senior Notes, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025.  The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions.

The 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 5.5% Notes Capped Call and Common Stock Forward are not remeasured.

During the fourth quarter of 2020, the Common Stock Forward was partially settled and, as a result, the Company received 4.4 million shares of its common stock. During the first quarter of 2021, 5.9 million shares settled, with an additional 2.2 million that settled in April 2021.

Amazon Transaction Agreement

On April 4, 2017, the Company and Amazon entered into a Transaction Agreement (the “Amazon Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “Amazon Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock (the “Amazon Warrant Shares”), subject to certain vesting events described below. The Company and Amazon entered into the 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 existing commercial agreements contemplate, but do not guarantee, future purchase orders for

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the Company’s fuel cell technology. The vesting of the Amazon Warrant Shares was conditioned upon payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the existing commercial agreements.

Under the terms of the original Amazon Warrant, the first tranche of the 5,819,652 Amazon Warrant Shares vested upon execution of the Amazon Warrant, and the remaining Amazon Warrant Shares vest based on Amazon’s payment of up to $600.0 million to the Company in connection with Amazon’s purchase of goods and services from the Company. The $6.7 million fair value of the first tranche of the Amazon Warrant Shares, was recognized as selling, general and administrative expense upon execution of the Amazon Warrant.

Provision for the second and third tranches of Amazon Warrant Shares is recorded as a reduction of revenue, because they represent consideration payable to a customer.

The fair value of the second tranche of Amazon Warrant Shares was measured at January 1, 2019, upon adoption of ASU 2019-08. The second tranche of 29,098,260 Amazon Warrant Shares vested in four equal installments, as Amazon or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $200.0 million in the aggregate. The last installment of the second tranche vested on November 2, 2020.  Revenue reductions of $9.0 million, $4.1 million and $9.8 million associated with the second tranche of Amazon Warrant Shares were recorded in 2020, 2019 and 2018, respectively, under the terms of the original Amazon Warrant.  

Under the terms of the original Amazon Warrant, the third tranche of 20,368,784 Amazon Warrant Shares vests in eight equal installments, as Amazon or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $400.0 million in the aggregate. The measurement date for the third tranche of Amazon Warrant Shares was November 2, 2020, when their exercise price was determined, as discussed further below. The fair value of the third tranche of Amazon Warrant Shares was determined to be $10.57 each. During 2020, revenue reductions of $24.1 million associated with the third tranche Amazon Warrant Shares were recorded under the terms of the original Amazon Warrant, prior to the December 31, 2020 waiver described below.  

On December 31, 2020, the Company waived the remaining vesting conditions under the Amazon Warrant, which resulted in the immediate vesting of all the third tranche of the Amazon Warrant Shares and recognition of an additional $399.7 million reduction to revenue.  

The $399.7 million reduction to revenue resulting from the December 31, 2020 waiver was determined based upon a probability assessment of whether the underlying shares would have vested under the terms of the original Amazon Warrant. Based upon the Company’s projections of probable future cash collections from Amazon (i.e., a Type I share based payment modification), a reduction of revenue associated with 5,354,905 Amazon Warrant Shares was recognized at their previously measured November 2, 2020 fair value of $10.57 per warrant.  A reduction of revenue associated with the remaining 12,730,490 Amazon Warrant Shares was recognized at their December 31, 2020 fair value of $26.95 each, based upon the Company’s assessment that associated future cash collections from Amazon were not deemed probable (i.e., a Type III share-based payment modification).

The $399.7 million reduction to revenue was recognized during the year ended December 31, 2020 because the Company concluded such amount was not recoverable from the margins expected from future purchases by Amazon under the Amazon Warrant, and no exclusivity or other rights were conferred to the Company in connection with the December 31, 2020 waiver. Additionally, for the year ended December 31, 2020, the Company recorded a reduction to the provision for warrants of $12.8 million in connection with the release of the service loss accrual.  

At December 31, 2020, all 55,286,696 of the Amazon Warrant Shares had vested. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the three months ended March 31, 2021 and 2020 was $104 thousand and $1.3 million, respectively.  During the three months ended March 31, 2021, the Amazon Warrant was exercised with respect to 9,214,449 shares of common stock.  

The exercise price for the first and second tranches of Amazon Warrant Shares was $1.1893 per share.  The exercise price of the third tranche of Amazon Warrant Shares was $13.81 per share, which was determined pursuant to the

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terms of the Amazon Warrant as an amount equal to ninety percent (90%) of the 30-day volume weighted average share price of the Company’s common stock as of November 2, 2020, the final vesting date of the second tranche of Amazon Warrant Shares. The Amazon Warrant was exercisable through April 4, 2027. The Amazon 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 Amazon 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 Amazon Warrant is classified as an equity instrument.

Fair value of the Amazon Warrant at December 31, 2020 and November 2, 2020 was based on the Black Scholes Option Pricing Model, which is based, in part, upon level 3 unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions.

The Company used the following assumptions for its Amazon Warrant:

	December 31, 2020	November 2, 2020
Risk-free interest rate	0.58%	0.58%
Volatility	75.00%	75.00%
Expected average term	6.26	6.42
Exercise price	$13.81	$13.81
Stock price	$33.91	$15.47

Walmart Transaction Agreement

On July 20, 2017, the Company and Walmart entered into a Transaction Agreement (the “Walmart Transaction Agreement”), pursuant to which the Company agreed to issue to Walmart a warrant (the “Walmart Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock, subject to certain vesting events (the “Walmart Warrant Shares”). The Company and Walmart entered into the Walmart Transaction Agreement in connection with existing commercial agreements between the Company and Walmart with respect to the deployment of the Company’s GenKey fuel cell technology across various Walmart distribution centers. The existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the warrant shares conditioned upon payments made by Walmart or its affiliates (directly or indirectly through third parties) pursuant to transactions entered into after January 1, 2017 under existing commercial agreements.

The majority of the Walmart Warrant Shares will vest based on Walmart’s payment of up to $600.0 million to the Company in connection with Walmart’s purchase of goods and services from the Company. The first tranche of 5,819,652 Walmart Warrant Shares vested upon the execution of the Walmart Warrant and was fully exercised as of December 31, 2020. Accordingly, $10.9 million, the fair value of the first tranche of Walmart Warrant Shares, was recorded as a provision for common stock warrants and presented as a reduction to revenue on the consolidated statements of operations during 2017. All future provision for common stock warrants is measured based on their grant-date fair value and recorded as a charge against revenue. The second tranche of 29,098,260 Walmart Warrant Shares vests in four installments of 7,274,565 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 $200.0 million in the aggregate. The exercise price for the first and second tranches of Walmart Warrant Shares is $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 Walmart Warrant Shares will be an amount per share equal to ninety percent (90%) of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares, provided that, with limited exceptions, the exercise price for the third tranche will be no lower than $1.1893. The Walmart Warrant is exercisable through July 20, 2027.

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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.

At both March 31, 2021 and December 31, 2020, 13,094,217 of the Walmart Warrant Shares had vested. 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, 2021 and 2020 was $1.6 million and $0.9 million, respectively. During the three months ended March 31, 2021, the Walmart Warrant had been exercised with respect to 13,094,217 shares of common stock.

Operating and Finance Lease Liabilities

As of March 31, 2021, the Company had operating leases, as lessee, primarily associated with sale/leaseback transactions that are partially secured by restricted cash, security deposits and pledged escrows (see also Note 1, “Nature of Operations”) as summarized below.  These leases expire over the next one to nine years. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease.  

Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote.  At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with the lessor to renew the lease at market rental rates.  No residual value guarantees are contained in the leases.  No financial covenants are contained within the lease, however there are customary operational covenants such as assurance the Company properly maintains the leased assets and carries appropriate insurance, etc.  The leases include credit support in the form of either cash, collateral or letters of credit.  See Note 20, “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.  The fair value of this finance obligation approximated the carrying value as of March 31, 2021.

Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of March 31, 2021 were as follows (in thousands):

			Finance		Total
		Operating Lease	Lease		Lease
		Liability	Liability		Liabilities
Remainder of 2021	$	24,082	$	1,874	$	25,956
2022		29,050		2,471		31,521
2023		29,107		2,446		31,553
2024		29,097		2,529		31,626
2025 and thereafter		56,232		3,103		59,335
Total future minimum payments		167,568		12,423		179,991
Less imputed interest		(45,257)		(2,122)		(47,379)
Total	$	122,311	$	10,301	$	132,612

Rental expense for all operating leases was $8.0 million and $4.8 million for the three months ended March 31, 2021 and 2020, respectively.  

The gross profit on sale/leaseback transactions for all operating leases was $16.0 million and $5.3 million for the three months ended March 31, 2021 and 2020, respectively. Right of use assets for sale/leaseback transactions obtained in exchange for new operating lease liabilities was $11.9 million and $5.2 million for the three months ended March 31, 2021 and 2020, respectively.

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At March 31, 2021 and December 31, 2020, the right of use assets associated with operating leases was $124.5 million and $117.0 million, respectively.  The accumulated depreciation for these right of use assets was $50.3 million and $48.6 million at March 31, 2021 and December 31, 2020, respectively.

At March 31, 2021 and December 31, 2020, the right of use assets associated with finance leases was $11.3 million and $5.7 million, respectively. The accumulated depreciation for these right of use assets was $143 thousand and $102 thousand at March 31, 2021 and December 31, 2020, respectively.  

At March 31, 2021 and December 31, 2020, security deposits associated with sale/leaseback transactions were $2.4 million and $5.8 million, respectively, and were included in other assets in the consolidated balance sheets.

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

		Three months ended		Three months ended
		March 31,2021		March 31, 2020
Cash payments (in thousands)	$	6,734	$	8,199
Weighted average remaining lease term (years)		5.77		4.22
Weighted average discount rate		11.6%		12.0%

Right of use assets obtained in exchange for new finance lease liabilities were $5.6 million and zero for the three months ended March 31, 2021 and 2020, respectively.

.

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

		Three months ended		Three months ended
		March 31, 2021		March 31, 2020
Cash payments (in thousands)	$	433	$	78
Weighted average remaining lease term (years)		5.1		7.51
Weighted average discount rate		7.2%		8.8%

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, 2021 was $161.0 million, $24.7 million and $136.3 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheet. The outstanding balance of this obligation at December 31, 2020 was $157.7 million, $24.2 million and $133.5 million of which was classified as short-term and long-term, respectively. The amount is amortized using the effective interest method. The fair value of this finance obligation approximated the carrying value as of March 31, 2021 and December 31, 2020.

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, 2021 was $21.8 million, $7.4 million and $14.4 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet.  The outstanding balance of this obligation at December 31, 2020 was $23.9 million, $8.0 million and $15.9 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet.  The fair value of this finance obligation approximated the carrying value as of both March 31, 2021 and December 31, 2020.

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Future minimum payments under finance obligations notes above as of March 31, 2021 were as follows (in thousands):

					Total
		Sale of Future		Sale/leaseback	Finance
		revenue - debt		financings	Obligations
Remainder of 2021	$	31,738	$	6,795	$	38,533
2022		41,554		4,976		46,530
2023		41,554		3,149		44,703
2024		41,554		16,154		57,708
2025 and thereafter		59,449		—		59,449
Total future minimum payments		215,849		31,074		246,923
Less imputed interest		(54,827)		(9,305)		(64,132)
Total	$	161,022	$	21,769	$	182,791

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

		Three months ended		Three months ended
		March 31, 2021		March 31, 2020
Cash payments (in thousands)	$	12,816	$	9,879
Weighted average remaining term (years)		4.9		4.3
Weighted average discount rate		11.2%		11.1%

Restricted Cash

In connection with certain of the above noted sale/leaseback agreements, cash of $198.6 million was required to be restricted as security as of March 31, 2021, which restricted cash will be released over the lease term. As of March 31, 2021, the Company also had certain letters of credit backed by restricted cash totaling $144.4 million that are security for the above noted sale/leaseback agreements.

Fair Value

The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

These levels are:

● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

● Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value.

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The fair values of the Company’s investments are based upon prices provided by an independent pricing service. The Company has reviewed these prices for reasonableness and has not adjusted any prices received from the independent provider. Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1, Level 2, or Level 3 during the three months ended March 31, 2021.

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):

		As of March 31, 2021
		Carrying		Fair		Fair Value Measurements
		Amount		Value		Level 1		Level 2		Level 3
Assets
Cash equivalents (1)	$	93,941	$	93,941	$	—	$	93,941	$	—
Corporate bonds		99,239		99,171		—		99,171		—
Commercial paper		305,929		306,089		—		306,089		—
Liabilities
Contingent consideration		10,550		10,550		—		—		10,550
Convertible senior notes		191,768		1,320,952		—		1,320,952		—
Long-term debt		161,259		161,259		—		—		161,259
Finance obligations		182,790		182,790		—		—		182,790
		As of December 31, 2020
		Carrying		Fair		Fair Value Measurements
		Amount		Value		Level 1		Level 2		Level 3
Liabilities
Contingent consideration		9,760		9,760		—		—		9,760
Convertible senior notes		85,640		1,272,766		—		1,272,766		—
Long-term debt		175,402		175,402		—		—		175,402
Finance obligations		181,553		181,553		—		—		181,553

(1) Included in “Cash and cash equivalents” in our consolidated balance sheets as of March 31, 2021, in addition to cash of $4.3 billion.

The fair values for available-for-sale securities are based on prices obtained from an independent pricing service. These securities are characterized as Level 2 assets, as their fair values are determined using observable market inputs.

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Available-for-sale securities

The gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale at March 31, 2021 are summarized as follows (in thousands):

		Amortized	Gross		Gross		Fair		Allowance for
		Cost	Unrealized Gains		Unrealized Losses		Value		Credit Losses
Corporate bonds	$	99,239	$	—	$	(68)	$	99,171	$	—
Commercial paper		305,929		160		—		306,089		—
Totals	$	405,168	$	160	$	(68)	$	405,260	$	—

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

	March 31, 2021
		Amortized	Fair
Maturity:		Cost	Value
Within one year	$	375,804	$	375,927
After one through five years		29,364		29,333
Totals	$	405,168	$	405,260

Off-Balance Sheet Arrangements

The Company does not have off-balance sheet arrangements that are likely to have a current or future significant effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of and during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, bad debts, inventories, intangible assets, impairment of long-lived assets and PPA executory contract consideration, accrual for loss on extended maintenance contracts, operating and finance leases, product warranty reserves, unbilled revenue, common stock warrants, income taxes, stock-based compensation, and contingencies. We base our estimates and judgments on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about (1) the carrying values of assets and liabilities and (2) the amount of revenue and expenses realized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no changes in our critical accounting estimates from those reported in our 2020 10-K.

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

Other than the adoption of the accounting guidance mentioned in our 2020 10-K and ASU 2020-06, there have been no other significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.

On January 1, 2021, we early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) using the modified

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retrospective approach. Consequently, the Company’s 3.75% Convertible Senior Notes is now accounted for as a single liability measured at its amortized cost. This accounting change removed the impact of recognizing the equity component of the Company’s convertible notes at issuance and the subsequent accounting impact of additional interest expense from debt discount amortization. Future interest expense of the convertible notes will be lower as a result of adoption of this guidance and net loss per share will be computed using the if-converted method for convertible instruments. The cumulative effect of the accounting change upon adoption on January 1, 2021 increased the carrying amount of the convertible notes by $120.7 million, reduced accumulated deficit by $9.6 million and reduced additional paid-in capital by $130.2 million.

Recent Accounting Guidance Not Yet Effective

All issued but not yet effective accounting and reporting standards as of March 31, 2021 are either not applicable to the Company or are not expected to have a material impact on the Company.

Item 3 — Quantitative and Qualitative Disclosures about Market Risk

There has been no material change from the information provided in the 2020 10-K “Item 7A: Quantitative and Qualitative Disclosures About Market Risk,” other than those described below.

In March 2021, the Company purchased corporate bonds and commercial paper, in which the major components of market risk affecting us are credit risk and interest rate risk.

Our exposure to changes in foreign currency rates is primarily related to sourcing inventory from foreign locations and operations of HyPulsion, S.A.S., our French subsidiary that develops and sells hydrogen fuel cell systems for the European material handling market. This practice can give rise to foreign exchange risk resulting from the varying cost of inventory to the receiving location. The Company reviews the level of foreign content as part of its ongoing evaluation of overall sourcing strategies and considers the exposure to be not significant. Our HyPulsion exposure presently is mitigated by low levels of operations and its sourcing is primarily intercompany in nature and denominated in U.S. dollars.

Item 4 — Controls and Procedures

(a)  Disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer) as appropriate, to allow for timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting described in Part II, Item 9A “Controls and Procedures” of our 202010-K. The material weakness has not been remediated as of March 31, 2021.  

Material Weakness identified as of December 31, 2020

Management identified the following deficiency in internal control over financial reporting as of December 31, 2020: the Company did not maintain a sufficient complement of trained, knowledgeable resources to execute its responsibilities with respect to internal control over financial reporting for certain financial statement accounts and

disclosures. As a consequence, the Company did not conduct an effective risk assessment process that was responsive to changes in the Company's operating environment and did not design and implement effective process-level controls activities in the following areas:

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(a) Presentation of operating expenses;

(b) Accounting for lease-related transactions;

(c) Identification and evaluation of impairment, accrual for loss contracts, certain expense accruals, and deemed dividends; and

(d) Timely identification of adjustments to physical inventory in interim periods.

As reported on our 2020 10-K, we continue to take steps to remediate this material weakness and will continue to take further steps until such remediation is complete.  These steps include the following:

a) Hiring additional resources, including third-party resources, with the appropriate technical accounting expertise, and strengthening internal training, to assist us in identifying and addressing any complex technical accounting issues that affect our consolidated financial statements.

b) We will design and implement a comprehensive and continuous risk assessment process to identify and assess risks of material misstatements and ensure that the impacted financial reporting processes and related internal controls are properly designed, maintained, and documented to respond to those risks in our financial reporting.

c) We will implement more structured analysis and review procedures and documentation for the application of GAAP, complex accounting matters, and key accounting policies.  

d) We will augment our current estimation policies and procedures to be more robust and in-line with overall market dynamics including an evaluation of our operating environment in order to ensure operating effectiveness of certain process-level control activities.

e) We also intend to deploy new tools and tracking mechanisms to help enhance and maintain the appropriate documentation surrounding our classification of operating expenses.

f) We will report regularly to the Company’s Audit Committee on the progress and results of the remediation plan, including the identification, status, and resolution of internal control deficiencies.

As we work to improve our internal control over financial reporting, we may modify our remediation plan and may implement additional measures as we continue to review, optimize and enhance our financial reporting controls and procedures in the ordinary course. The material weakness will not be considered remediated until the remediated controls have been operating for a sufficient period of time and can be evidenced through testing that they are operating effectively.

(b)  Changes in internal control over financial reporting.

Exclusive of the steps taken in remediation activities, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended March 31, 2021 that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1 — Legal Proceedings

On August 28, 2018, a lawsuit was filed on behalf of multiple individuals against the Company and five corporate co-defendants in the 9th Judicial District Court, Rapides Parish, Louisiana. The lawsuit relates to the previously disclosed May 2018 accident involving a forklift powered by the Company’s fuel cell at a Procter & Gamble facility in Louisiana. The lawsuit alleges claims against the Company and co-defendants, including Structural Composites Industries, Deep South Equipment Co., Air Products and Chemicals, Inc., and Hyster-Yale Group, Inc. for claims under the Louisiana Product Liability Act (“LPLA”) including defect in construction and/or composition, design defect, inadequate warning, breach of express warranty and negligence for wrongful death and personal injuries, among other damages. Procter & Gamble has intervened in that suit to recover worker’s compensation benefits paid to or for the employees/dependents.

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Procter & Gamble has also filed suit for property damage, business interruption, loss of revenue, expenses, and other damages. Procter & Gamble alleges theories under the LPLA, breach of warranty and quasi-contractual claims under Louisiana law. Defendants include the Company and several of the same co-defendants from the August 2018 lawsuit, including Structural Composites Industries, Deep South Equipment Co., and Hyster-Yale Group, Inc.

On March 8, 2021, Company stockholder Dawn Beverly, individually and on behalf of all persons who purchased or otherwise acquired Plug securities between November 9, 2020 and March 1, 2021 (the “Class”), filed a complaint in the U.S. District Court for the Southern District of New York against the Company, Plug Chief Executive Officer Andrew Marsh, and Plug Chief Financial Officer Paul Middleton (together, the “Defendants”), captioned Dawn Beverly et al. v. Plug Power Inc. et al., Case No. 1:21-cv-02004 (S.D.N.Y.) (the “Class Action Complaint”).  The Class Action Complaint includes two claims, for (1) violation of Section 10(b) of the Exchange Act and Rule 10b5 promulgated thereunder (against all Defendants); and (2) violation of Section 20(a) of the Exchange Act (against Mr. Marsh and Mr. Middleton).  The Class Action Complaint alleges that Defendants failed to disclose that the Company (i) “would be unable to timely file its 2020 annual report due to delays related to the review of classification of certain costs and the recoverability of the right to use assets with certain leases”; and (ii) “was reasonably likely to report material weaknesses in its internal control over financial reporting[.]” The Class Action Complaint alleges that, a result, “positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis,” causing Class members losses and damages. The Class Action Complaint seeks compensatory damages “in an amount to be proven at trial, including interest thereon”; “reasonable costs and expenses incurred in th[e] action”; and “[s]uch other and further relief as the [c]ourt may deem just and proper.”

On March 18, 2021, Company stockholder Branislav Smolíček, individually and on behalf of all persons who purchased or otherwise acquired Plug securities between November 9, 2020 and March 1, 2021, filed in U.S. District Court for the Central District of California a complaint captioned Smolíček v. Plug Power Inc. et al., Case No. 2:21-cv-02402 (C.D. Cal.) (the “Smolíček Complaint”).  The Smolíček Complaint is substantially similar to the Class Action Complaint, asserting the same claims, for the same damages, against the same Defendants as the Class Action Complaint. The Company anticipates that the Smolíček Complaint will be consolidated with the Class Action Complaint under the Private Securities Litigation Reform Act of 1995.

On March 31, 2021, Company stockholder Junwei Liu, derivatively and on behalf of nominal defendant Plug, filed a complaint in the U.S. District Court for the Southern District of New York against certain Company directors and officers (the “Derivative Defendants”), captioned Liu v. Marsh et al., Case No. 1:21-cv-02753 (S.D.N.Y.) (the “Liu Derivative Complaint”). The Liu Derivative Complaint alleges that, between November 9, 2020 and March 1, 2021, the Derivative Defendants “made, or caused the Company to make, materially false and misleading statements concerning Plug Power’s business, operations, and prospects” by “issu[ing] positive financial information and optimistic guidance, and made assurances that the Company’s internal controls were effective,” when, “[i]n reality, the Company’s internal controls suffered from material deficiencies that rendered them ineffective.” The Liu Derivative Complaint asserts claims for (1) breach of fiduciary duties, (2) unjust enrichment, (3) abuse of control, (4) gross mismanagement, (5) waste of corporate assets, and (6) contribution under Sections 10(b) and 21D of the Exchange Act (as to the named officer defendants). The Liu Derivative Complaint seeks a judgment “[d]eclaring that Plaintiff may maintain this action on behalf of Plug”; “[d]eclaring that the [Derivative] Defendants have breached and/or aided and abetted the breach of their fiduciary duties”; “awarding to Plug Power the damages sustained by it as a result of the violations” set forth in the Liu Derivative Complaint, “together with pre-judgment and post-judgment interest thereon”; “[d]irecting Plug Power and the [Derivative] Defendants to take all necessary actions to reform and improve Plug Power’s corporate governance and internal procedures to comply with applicable laws”; and “[a]warding Plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees, costs, and expenses”; and “[s]uch other and further relief as the [c]ourt may deem just and proper.”

On April 5, 2021, Company stockholders Elias Levy and Camerohn X. Withers, derivatively and on behalf of nominal defendant Plug, filed a complaint in the U.S. District Court for the Southern District of New York against the Derivative Defendants named in the Liu Derivative Complaint, captioned Levy et al. v. McNamee et al., Case No. 1:21-cv-02891 (S.D.N.Y.) (the “Levy Derivative Complaint”). The Levy Derivative Complaint alleges that, from November 9, 2020 to April 5, 2021, the Derivative Defendants “breached their duties of loyalty and good faith” by failing to disclose “(1) that the Company would be unable to timely file its 2020 annual report due to delays related to the review of

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classification of certain costs and the recoverability of the right to use assets with certain leases; (2) that the Company was reasonably likely to report material weaknesses in its internal control over financial reporting; and (3) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.”  The Levy Derivative Complaint asserts claims for (1) breach of fiduciary duty (as to the named director defendants), (2) unjust enrichment (as to certain named director defendants), (3) waste of corporate assets (as to the named director defendants), and (4) violations of Sections 10(b) and 21D of the Exchange Act (as to the named officer defendants). The Levy Derivative Complaint seeks a judgment “declaring that Plaintiffs may maintain this action on behalf of the Company”; finding the Derivative Defendants “liable for breaching their fiduciary duties owed to the Company”; directing the Derivative Defendants “to take all necessary actions to reform and improve the Company’s corporate governance, risk management, and internal operating procedures to comply with applicable laws”; “awarding damages to the Company for the harm the Company suffered as a result of Defendants’ wrongful conduct”; “awarding damages to the Company for [the named officer Derivative Defendants’] violations of Sections 10(b) and 21D of the Exchange Act”; “awarding Plaintiffs the costs and disbursements of this action, including attorneys’, accountants’, and experts’ fees”; and “awarding such other and further relief as is just and equitable.”

On May 4, 2021, Company stockholder Laxman Tank, individually and on behalf of all persons who purchased or otherwise acquired Plug securities between November 9, 2020 and March 16, 2021, filed in U.S. District Court for the Southern District of New York a complaint captioned Tank v. Plug Power Inc. et al., Case No. 1:21-cv-03985 (S.D.N.Y.) (the “Tank Complaint”).  The Tank Complaint is substantially similar to the Class Action Complaint, asserting the same claims, for the same damages, against the same Defendants as the Class Action Complaint. The Company anticipates that the Tank Complaint will be consolidated with the Class Action Complaint under the Private Securities Litigation Reform Act of 1995.

On May 13, 2021, Company stockholder Romario St. Clair, derivatively and on behalf of nominal defendant Plug, filed a complaint in the Supreme Court of the State of New York, County of New York against the Derivative Defendants named in the Liu Derivative Complaint, captioned St. Clair v. Plug Power Inc. et al., Index No. 653167/2021 (N.Y. Sup. Ct., N.Y. Cty.) (the “St. Clair Derivative Complaint”).  The St. Clair Derivative Complaint alleges that, for approximately two years beginning on March 13, 2019, the Company “failed to disclose and misrepresented the following material, adverse facts, which the [Derivative] Defendants knew, consciously disregarded, or were reckless in not knowing,” including: “(a) that the Company was experiencing known but undisclosed material weaknesses in its internal controls over financial reporting; (b) the Company was overstating the carrying amount of certain right of use assets and finance obligations associated with leases; (c) the Company was understating its loss accrual on certain service contracts; (d) the Company would need to take impairment charges relating to certain long-lived assets; (e) the Company was improperly classifying research [and] development costs versus costs of goods sold; and (f) the Company would be unable to file its Annual Report for the 2020 fiscal year due to these errors.”  The St. Clair Derivative Complaint asserts claims for (1) breach of fiduciary and (2) unjust enrichment.  The St. Clair Derivative Complaint seeks a judgment “for the amount of damages sustained by the Company” as a result of the Derivative Defendants’ breaches of fiduciary duties and unjust enrichment; “[d]irecting Plug Power to take all necessary actions to reform and improve its corporate governance and internal procedures to comply with applicable laws”; for “equitable and/or injunctive relief as permitted by law, equity, and state statutory provisions”; “awarding to Plug Power restitution” and “ordering disgorgement of all profits, benefits, and other compensation obtained” by the Derivative Defendants; “awarding to plaintiff the costs and disbursements of the action, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses”; and “granting such other and further relief as the [c]ourt deems just and proper.”

Item 1A – Risk Factors

The risk factors discussed under the heading “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 continue to apply to our business.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

(a)  Not applicable.

(b)  Not applicable.

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(c)  None.

Item 3 — Defaults Upon Senior Securities

None.

Item 4 — Mine Safety Disclosures

None.

Item 5 — Other Information

On June 17, 2021, the Board of Directors of the Company set July 30, 2021 as the date for the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”).  The record date, time and location of the Annual Meeting will be set forth in the proxy statement for the Annual Meeting to be distributed to the stockholders prior to the meeting.  Because the date of the Annual Meeting is changing by more than 30 days from the anniversary date of the Company’s 2020 Annual Meeting of Stockholders, the Company is providing this information in accordance with Rule 14a−8 under the  Exchange Act.  Any stockholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act for inclusion in the Company’s proxy materials for the 2021 Annual Meeting must have been received by our Secretary at our principal executive offices no later than the close of business on June 5, 2021, which is 30 days before the Company expects to begin to print and send proxy materials in connection with the Annual Meeting.  The Company has determined June 5, 2021 to be a reasonable time before it expects to begin to print and send its proxy materials.

In addition, any stockholder seeking to nominate a director or to bring other business before the Annual Meeting outside of Rule 14a-8 under the advance notice provisions included in the Company’s Amended and Restated Bylaws (the “Bylaws”) must have provided timely notice, as set forth in the Bylaws. Specifically, written notice of any such proposed business or nomination must have been received by the Company’s Secretary at our principal executive offices no later than the close of business on March 7, 2021.  The Company’s Bylaws specify certain requirements regarding the form and content of such a notice.

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Item 6 — Exhibits

3.1	Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated by reference herein).
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.3 to Plug Power Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated by reference herein).
3.3	Second Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on May 19, 2011 and incorporated by reference herein).
3.4	Third Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on July 25, 2014 and incorporated by reference herein).
3.5	Certificate of Correction to Third Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.9 to Plug Power Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated by reference herein).
3.6	Fourth Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on June 30, 2017 and incorporated by reference herein).
3.7	Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Plug Power Inc. classifying and designating the Series A Junior Participating Cumulative Preferred Stock. (filed as Exhibit 3.1 to Plug Power Inc.’s Registration Statement on Form 8-A filed on June 24, 2009 and incorporated by reference herein).
3.8	Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Plug Power Inc. classifying and designating the Series C Redeemable Convertible Preferred Stock. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on May 20, 2013 and incorporated by reference herein).
3.9	Fourth Amended and Restated By-laws of Plug Power Inc. (filed as Exhibit 3.9 to Plug Power Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated by reference herein).
10.1 (1)	Consent and Tenth Amendment to the Loan and Security Agreement, dated June 2, 2021, by and among Plug Power Inc., Emerging Power Inc., Emergent Power Inc., the other borrowers from time to time party thereto, and Generate PPL SPV I, LLC, as assignee of Generate Lending, LLC.
31.1 (1)	Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 (1)	Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 (1)	Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 (1)	Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document (1)
101.SCH*	XBRL Taxonomy Extension Schema Document (1)
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document (1)
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document (1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document) (1)

(1) Filed herewith.

* Submitted electronically herewith.

60

Signatures

Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PLUG POWER INC.
Date:  June 21, 2021	By:	/s/ Andrew Marsh
		Andrew Marsh
		President, Chief Executive Officer and Director (Principal Executive Officer)
Date:  June 21, 2021	By:	/s/ Paul B. Middleton
		Paul B. Middleton
		Chief Financial Officer (Principal Financial Officer)

61

EX-10.1

Exhibit 10.1

EXECUTION VERSION

GENERATE PPL SPV I, LLC

555 De Haro Street, Suite 300

San Francisco, CA 94107

June 2, 2021

Plug Power Inc.

Emerging Power Inc.

Emergent Power Inc.

Plug Power Hydrogen Holdings, Inc.

Plug Power ELX Holdings, Inc.

United Hydrogen Group Inc.

Giner ELX Sub, LLC

968 Albany Shaker Road

Latham, NY 12110

Attention: Paul Middleton

Re: Loan and Security Agreement – Consent and Tenth Amendment to Loan and Security Agreement

Ladies and Gentlemen:

We refer to that certain Loan and Security Agreement, dated as of March 29, 2019 (as amended by the First Amendment to Loan and Security Agreement, dated as of March 29, 2019, the Second Amendment to Loan and Security Agreement, dated as of August 6, 2019, the Third Amendment to Loan and Security Agreement, dated as of September 6, 2019, the Fourth Amendment to Loan and Security Agreement, dated as of November 27, 2019, as amended by the Fifth Amendment to Loan and Security Agreement, dated as of May 6, 2020, the Sixth Amendment to Loan and Security Agreement, dated as of May 13, 2020, the Seventh Amendment to Loan and Security Agreement, dated as of June 18, 2020, the Eighth Amendment to Loan and Security Agreement, dated as of June 22, 2020 and the Ninth Amendment to Loan and Security Agreement, dated as of July 9, 2020 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Letter Agreement (as defined below), the “Loan Agreement”), among PLUG POWER INC., a Delaware corporation (“Plug Power”), EMERGING POWER INC., a Delaware corporation (“Emerging”), EMERGENT POWER INC., a Delaware corporation (“Emergent”) and the other Borrowers from time to time party thereto (collectively, “Borrower” or “you”), and GENERATE PPL SPV I, LLC, as assignee of Generate Lending, LLC (“Lender”, “we” or “us”), as lender.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement. This letter is referred to as this “Letter Agreement” and this Letter Agreement shall be a Loan Document.

Plug Power France Transaction – Consent

You have informed us that, on or around the date hereof, (i) on or around the date hereof Plug Power will enter into a joint venture agreement with Renault SAS (together with its wholly-owned subsidiaries, “Renault SAS”) for the purpose of documenting your and their industrial cooperation, (ii) you will form a wholly-owned subsidiary organized under the laws of France (“Plug Power France SAS”)), (iii) you, indirectly through Plug Power France SAS, and Renault will form a joint venture corporation organized under the laws of France (“JV France SAS”), which will be owned 50% by you (indirectly through Plug Power France SAS) and 50% by Renault, and (iv) you will invest (A) initial cash capital in JV France SAS of approximately € 2 million and (B) from time to time, additional cash capital proportionate to your ownership interest in JV France SAS, determined by you and Renault to be necessary, appropriate or advisable to support the development, operations and activities of JV France SAS.   The transactions described in the preceding sentence, together with such ancillary activities and actions required or advisable to effect and consummate such transactions are referred to, collectively, as “Plug Power France Transactions”.

We agree that, notwithstanding anything to the contrary in the Loan Agreement, (i) the Investments contemplated under the Plug Power France Transactions, whether direct or indirect, whether is cash or otherwise and whether as capital stock or other equity or debt interest, in Plug Power France SAS and / or JV France SAS are and shall be deemed to be “Permitted Investments” so long as such Investments do not, without our prior consent, exceed € 80 million in the aggregate during the term of the Loan Agreement, (ii) JV France SAS shall be deemed to be not a Subsidiary of Plug Power or any of its Subsidiaries, (iii) Borrowers are not required (A) to take any action under the laws of France to create or perfect (or take similar actions) the Lien granted by the Borrowers in the capital stock of Plug Power France SAS or (B) to deliver certificates evidencing such capital stock to Lender, except if an Event of Default has occurred and is continuing, upon Lender’s demand therefor, and (iv) for the avoidance of doubt, so long as Plug Power owns directly or indirectly through one or more Borrowers the capital stock of Plug Power France SAS, nothing in the Loan Agreement shall prohibit a transfer of such capital stock from any Borrower to any other Borrower.

YW Investment  - Consent

You have informed us that in accordance with the terms of that certain Loan Agreement (the “Development Loan Agreement”) between a newly formed Delaware limited liability company, which will be a direct or indirect wholly-owned subsidiary of Plug Power, (“Plug Power Capital”), a controlled subsidiary of the clean energy sponsor previously identified to you and the project company previously identified to you, which is a Delaware limited liability company (“Specified Project Company”), Plug Power Capital will lend to Specified Project Company one or more term loans with an aggregate principal amount that will not exceed $75,000,000 on the terms set forth in the Development Loan Agreement (the transactions contemplated under the Development Loan Agreement, including making such loan and exercising the rights and remedies in its capacity as the collateral agent and lender contemplated thereunder and under the “Collateral Documents” as defined in therein, the “Specified Development Investment”).

We agree that, notwithstanding anything to the contrary in the Loan Agreement, the Specified

Development Investment is and shall be deemed to be a “Permitted Investment” so long as the maximum amount advanced by Plug Power Capital (or Plug or any of its Subsidiaries) under the Development Loan Agreement does not exceed 110% of the maximum amount set forth in the immediately preceding paragraph (excluding any amounts advanced or deemed advanced in the exercise of any rights or remedies of the collateral agent or the lender under the Development Loan Agreement or any “Transaction Document” as defined therein).

We agree that this Letter Agreement shall constitute all required notice under the Loan Agreement of the fact that Plug Power Capital has been formed and is a Subsidiary of Plug Power.   Plug Power Capital shall be required to become a “Borrower” under the Loan Agreement, execute a Joinder Agreement and grant Liens in favor of Lender in accordance with Section 7.14 of the Loan Agreement by not later than the later of June 30, 2021 and 15 Business Days following the effective date of the Development Loan Agreement.  Notwithstanding anything to the contrary in the Loan Agreement, including Sections 3.2 or 7.14 thereof, the Borrowers shall not be required to deliver to the Lender (1) any promissory note or other instrument evidencing the Indebtedness under the Development Loan Agreement or (2) any possessory collateral received by the Borrowers or their Subsidiaries in connection with the Specified Development Investment, except if an Event of Default has occurred and is continuing, upon Lender’s demand therefor as a result of the exercise of remedies pursuant to Section 10 of the Loan Agreement.

Cash Capital Expenditures – Tenth Amendment

We agree that the Loan Agreement is hereby amended as of the date written above to delete (i) Section 7.23 of the Loan Agreement in its entirety and (ii) in Section 1.1 of the Loan Agreement, the definitions of each of “Capital Expenditures”, “Cash Capital Expenditures” and “Cash Capital Expenditure Basket Amount”.

Miscellaneous

Notwithstanding the execution and delivery of this Letter Agreement by us, the terms of the Loan Agreement and the other Loan Documents shall remain in full force and effect in all respects without amendment or modification except as expressly modified hereby, and Borrower hereby reaffirms its obligations under the Loan Agreement and under each of the other Loan Documents to which it is a party.  This Letter Agreement shall not constitute an amendment, waiver of, or consent to the noncompliance with, any term or condition set forth in the Loan Agreement or any other Loan Document, except as expressly provided herein.

Borrower shall, to the extent required by Section 11.10 of the Loan Agreement, pay all fees and expenses of Lender in connection with the negotiation, preparation, execution and delivery of this Letter Agreement (including, without limitation, the fees and expenses of counsel to Lender), regardless of whether the Amendment becomes effective.

THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS.

This Letter Agreement may be executed in one or more counterparts (all counterparts together reflecting the signature of all parties) each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.  Delivery by any party to this Letter Agreement of its signatures hereon through facsimile or other electronic image file (including .pdf) (i) may be relied upon as if this Letter Agreement were physically delivered with an original hand-written signature of such party, and (ii) shall be binding on such party for all purposes.

This Letter Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Remainder of page intentionally blank; signature page follows.]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Letter Agreement on the date first written above.

GENERATE PPL SPV I, LLC
By:	/s/ Matan Friedman
Name:	Matan Friedman
Title:	Manager

CONSENT AND TENTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

SIGNATURE PAGE

Accepted and Agreed,
PLUG POWER INC.
By:	/s/ Paul Middleton
Name:	Paul B. Middleton
Title:	Chief Financial Officer
EMERGING POWER INC.
By:	/s/ Paul Middleton
Name:	Paul B. Middleton
Title:	Treasurer
EMERGENT POWER INC.
By:	/s/ Paul Middleton
Name:	Paul B. Middleton
Title:	Treasurer
PLUG POWER HYDROGEN HOLDINGS, INC.
By:	/s/ Paul Middleton
Name:	Paul B. Middleton
Title:	Chief Financial Officer
PLUG POWER ELX HOLDINGS, INC.
By:	/s/ Paul Middleton
Name:	Paul B. Middleton
Title:	Chief Financial Officer

CONSENT AND TENTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

SIGNATURE PAGE

UNITED HYDROGEN GROUP INC.
By:	/s/ Paul Middleton
Name:	Paul B. Middleton
Title:	Chief Financial Officer
GINER ELX SUB, LLC
By:	/s/ Paul Middleton
Name:	Paul B. Middleton
Title:	Chief Financial Officer

CONSENT AND TENTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

SIGNATURE PAGE

EX-31.1

Exhibit 31.1

I, Andrew Marsh, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Plug Power Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 21, 2021

by:	/s/ Andrew Marsh
	Andrew Marsh
	Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Paul B. Middleton, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Plug Power Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 21, 2021

by:	/s/ Paul B. Middleton
	Paul B. Middleton
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Plug Power Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), I, Andrew Marsh, Chief Executive Officer of the Company, certify, solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification is being furnished and not filed, and shall not be incorporated into any documents for any other purpose, under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended. A signed original of this written statement required by § 906 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

ay

/s/ Andrew Marsh

Andrew Marsh

Chief Executive Officer

June 21, 2021

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Plug Power Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), I, Paul B. Middleton, Interim Chief Financial Officer of the Company, certify, solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification is being furnished and not filed, and shall not be incorporated into any documents for any other purpose, under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended. A signed original of this written statement required by § 906 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Ay

/s/ Paul B. Middleton

Paul B. Middleton

Chief Financial Officer

June 21, 2021

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	Jun. 07, 2021
Document and Entity Information:
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
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	No
Entity Interactive Data Current	No
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		568,317,504
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Central Index Key	0001093691
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 4,349,066	$ 1,312,404
Restricted cash	62,397	64,041
Available-for-sale securities, at fair value (amortized cost $405,168 and allowance for credit losses of $0 at March 31, 2021)	405,260
Accounts receivable	42,632	43,041
Inventory	187,732	139,386
Prepaid expenses and other current assets	49,097	44,324
Total current assets	5,096,184	1,603,196
Restricted cash	281,665	257,839
Property, plant, and equipment, net	82,823	74,549
Right of use assets related to finance leases, net	11,270	5,724
Right of use assets related to operating leases, net	124,503	117,016
Equipment related to power purchase agreements and fuel delivered to customers, net	74,214	75,807
Goodwill	71,964	72,387
Intangible assets, net	38,393	39,251
Other assets	5,225	5,513
Total assets	5,786,241	2,251,282
Current liabilities:
Accounts payable	47,168	50,198
Accrued expenses	28,595	46,083
Deferred revenue	16,948	23,275
Operating lease liabilities	18,778	14,314
Finance lease liabilities	1,794	903
Finance obligations	32,144	32,717
Current portion of long-term debt	21,389	25,389
Other current liabilities	24,997	29,487
Total current liabilities	191,813	222,366
Deferred revenue	40,611	32,944
Operating lease liabilities	103,533	99,624
Finance lease liabilities	8,507	4,493
Finance obligations	150,647	148,836
Convertible senior notes, net	191,768	85,640
Long-term debt	139,870	150,013
Other liabilities	40,429	40,447
Total liabilities	867,178	784,363
Stockholders' equity:
Common stock, $0.01 par value per share; 750,000,000 shares authorized; Issued (including shares in treasury): 582,312,020 at March 31, 2021 and 473,977,469 at December 31, 2020	5,823	4,740
Additional paid-in capital	6,949,938	3,446,650
Accumulated other comprehensive income	1,420	2,451
Accumulated deficit	(1,997,684)	(1,946,488)
Less common stock in treasury: 15,926,068 at both March 31, 2021 and December 31, 2020	(40,434)	(40,434)
Total stockholders' equity	4,919,063	1,466,919
Total liabilities and stockholders' equity	$ 5,786,241	$ 2,251,282

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Condensed Consolidated Balance Sheets
Amortized cost, Current	$ 405,168
Allowance for credit losses, Current	$ 0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	582,312,020	473,977,469
Common stock in treasury, shares	15,926,068	15,926,068

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Net revenue:
Net revenue	$ 71,958	$ 40,819
Cost of revenue:
Total cost of revenue	84,129	50,522
Gross loss	(12,171)	(9,703)
Operating expenses:
Research and development	9,742	4,774
Selling, general and administrative	25,579	11,109
Change in fair value of contingent consideration	790
Total operating expenses	36,111	15,883
Operating loss	(48,282)	(25,586)
Interest	(12,266)	(11,789)
Other expense, net	(198)	(57)
Loss before income taxes	(60,746)	(37,432)
Income tax benefit	0	0
Net loss attributable to the Company	(60,746)	(37,432)
Preferred stock dividends declared		(13)
Net loss attributable to common stockholders	$ (60,746)	$ (37,445)
Net loss per share:
Basic and diluted	$ (0.12)	$ (0.12)
Weighted average number of common stock outstanding	513,458,287	305,192,201
Sales of fuel cell systems and related infrastructure
Net revenue:
Net revenue	$ 46,772	$ 20,468
Cost of revenue:
Total cost of revenue	28,974	13,974
Services performed on fuel cell systems and related infrastructure
Net revenue:
Net revenue	6,045	6,521
Cost of revenue:
Total cost of revenue	13,086	10,347
Provision for loss contracts related to service
Cost of revenue:
Total cost of revenue	1,485	95
Power Purchase Agreements
Net revenue:
Net revenue	7,826	6,421
Cost of revenue:
Total cost of revenue	18,343	14,771
Fuel delivered to customers
Net revenue:
Net revenue	11,127	7,333
Cost of revenue:
Total cost of revenue	22,143	11,254
Other
Net revenue:
Net revenue	188	76
Cost of revenue:
Total cost of revenue	$ 98	$ 81

XML

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Condensed Consolidated Statements of Comprehensive Loss
Net loss attributable to the Company	$ (60,746)	$ (37,432)
Other comprehensive gain (loss) - Foreign currency translation loss	(1,123)	(236)
Other comprehensive gain (loss) - Change in net unrealized gain on available-for-sale securities	92
Comprehensive loss attributable to the Company	(61,777)	(37,668)
Preferred stock dividends declared		(13)
Comprehensive loss attributable to common stockholders	$ (61,777)	$ (37,681)

XML

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock 3.75% Convertible Senior Notes	Common Stock 5.5% Convertible Senior Notes	Common Stock Private placement	Common Stock	Additional Paid-in-Capital 3.75% Convertible Senior Notes	Additional Paid-in-Capital 5.5% Convertible Senior Notes	Additional Paid-in-Capital Private placement	Additional Paid-in-Capital	Accumulated Other Comprehensive Income	Treasury Stock	Accumulated Deficit	3.75% Convertible Senior Notes	5.5% Convertible Senior Notes	Private placement	Total
Balance at Dec. 31, 2019				$ 3,186				$ 1,506,953	$ 1,288	$ (31,216)	$ (1,350,307)				$ 129,904
Balance (in shares) at Dec. 31, 2019				318,637,560						15,259,045
Increase (Decrease) in Stockholders' Equity
Net loss attributable to the Company											(37,432)				(37,432)
Other comprehensive loss									(236)						(236)
Stock-based compensation				$ 2				3,051		$ (8)					3,045
Stock-based compensation (in shares)				156,416						1,962
Stock dividend								13			(13)
Stock dividend (in shares)				3,857
Stock option exercises				$ 32				6,072							6,104
Stock option exercises (in shares)				3,206,185
Provision for common stock warrants								2,566							2,566
Accretion of discount, preferred stock								(28)							(28)
Conversion of preferred stock				$ 2				467							469
Conversion of preferred stock (in shares)				216,451
Balance at Mar. 31, 2020				$ 3,222				1,519,094	1,052	$ (31,224)	(1,387,752)				104,392
Balance (in shares) at Mar. 31, 2020				322,220,469						15,261,007
Balance (Adoption of ASU 2020-06) at Dec. 31, 2020								(130,249)			9,550				(120,699)
Balance at Dec. 31, 2020				$ 4,740				3,446,650	2,451	$ (40,434)	(1,946,488)				$ 1,466,919
Balance (in shares) at Dec. 31, 2020				473,977,469						15,926,068					473,977,469
Increase (Decrease) in Stockholders' Equity
Net loss attributable to the Company											(60,746)				$ (60,746)
Other comprehensive loss									(1,031)						(1,031)
Stock-based compensation								9,695							9,695
Stock-based compensation (in shares)				15,166
Issuance of common stock, net			$ 549	$ 322			$ 1,564,088	2,022,866						$ 1,564,637	2,023,188
Issuance of common stock, net (in shares)			54,966,188	32,200,000
Stock option exercises				$ 18				4,691							4,709
Stock option exercises (in shares)				1,758,375
Exercise of warrants				$ 163				15,282							15,445
Exercise of warrants (in shares)				16,308,978
Provision for common stock warrants								1,601							1,601
Conversion of Convertible Senior Notes	$ 30	$ 1			$ 15,155	$ 159						$ 15,185	$ 160
Conversion of Convertible Senior Notes (in shares)	3,016,036	69,808
Balance at Mar. 31, 2021				$ 5,823				$ 6,949,938	$ 1,420	$ (40,434)	$ (1,997,684)				$ 4,919,063
Balance (in shares) at Mar. 31, 2021				582,312,020						15,926,068					582,312,020

XML

Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2021	Jan. 31, 2021	Jan. 07, 2021	Jan. 01, 2021	Dec. 31, 2020	May 31, 2020	May 29, 2020	May 18, 2020	Mar. 31, 2018	Mar. 18, 2018
Convertible Debt		$ 120.7
Interest rate (as a percent)	3.75%			3.75%
3.75% Convertible Senior Notes
Interest rate (as a percent)	3.75%					3.75%	3.75%	3.75%
5.5% Convertible Senior Notes
Interest rate (as a percent)	5.50%		5.50%		5.50%	5.50%		5.50%	5.50%	5.50%

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating Activities
Net loss attributable to the Company	$ (60,746)	$ (37,432)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of long-lived assets	5,514	2,991
Amortization of intangible assets	364	175
Stock-based compensation	9,695	3,045
Amortization of debt issuance costs and discount on convertible senior notes	1,092	2,716
Provision for common stock warrants	1,705	2,566
Benefit on service contracts	(361)	(128)
Fair value adjustment to contingent consideration	(790)
Changes in operating assets and liabilities that provide (use) cash:
Accounts receivable	109	1,034
Inventory	(46,791)	(20,581)
Prepaid expenses, and other assets	(4,641)	(10,794)
Accounts payable, accrued expenses, and other liabilities	(23,516)	(3,374)
Deferred revenue	1,267	(620)
Net cash used in operating activities	(117,099)	(60,402)
Investing Activities
Purchases of property, plant and equipment	(9,879)	(2,507)
Purchases of equipment related to Power Purchase Agreements and equipment related to fuel delivered to customers	(3,332)	(3,848)
Purchase of available-for-sale securities	(405,168)
Net cash used in investing activities	(418,379)	(6,355)
Financing Activities
Proceeds from exercise of warrants, net of transaction costs	15,445
Proceeds from public and private offerings, net of transaction costs	3,587,825
Proceeds from exercise of stock options	4,709	6,104
Proceeds from borrowing of long-term debt		(5,315)
Principal payments on long-term debt	(14,461)
Repayments of finance obligations	(9,806)	(5,343)
Proceeds from finance obligations	10,661	9,024
Net cash provided by financing activities	3,594,373	4,470
Effect of exchange rate changes on cash	(51)	1
Increase/(decrease) in cash, cash equivalents and restricted cash	3,058,844	(62,286)
Cash, cash equivalents, and restricted cash beginning of period	1,634,284	369,500
Cash, cash equivalents, and restricted cash end of period	4,693,128	307,214
Supplemental disclosure of cash flow information
Cash paid for interest	2,608	5,155
Summary of non-cash activity
Recognition of right of use asset - finance leases	5,292
Recognition of right of use asset - operating leases	12,720	340
Conversion of preferred stock to common stock		$ 441
Conversion of convertible senior notes to common stock	$ 15,345

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Nature of Operations

3 Months Ended

Mar. 31, 2021

Nature of Operations

Nature of Operations

1.  Nature of Operations

Plug Power is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions.  In our core business, we provide and continue to develop commercially viable hydrogen and fuel cell product solutions to replace lead-acid batteries in electric material handling vehicles and industrial trucks for some of the world’s largest retail-distribution and manufacturing businesses. We are focusing our efforts on 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. Additionally, we manufacture and sell fuel cell products to replace batteries and diesel generators in stationary backup power applications. These products have proven valuable with telecommunications, transportation, and utility customers as robust, reliable, and sustainable power solutions.

Our current products and services include:

GenDrive: GenDrive is our hydrogen fueled Proton Exchange Membrane (“PEM”) fuel cell system providing power to material handling electric vehicles, including class 1, 2, 3 and 6 electric forklifts, Automated Guided Vehicles (“AGVs”) and ground support equipment;

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

GenCare: GenCare is our ongoing ‘internet of things’-based maintenance and on-site service program for GenDrive fuel cell systems, GenSure fuel cell systems, GenFuel hydrogen storage and dispensing products and ProGen fuel cell engines;

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

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

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

GenFuel Electrolyzers: GenFuel electrolyzers are modular, scalable hydrogen generators optimized for clean hydrogen production. Electrolyzers generate hydrogen from water using electricity and a special membrane and “green” hydrogen is generated by using renewable energy inputs, such as solar or wind power.

We provide our products worldwide through our direct product sales force, and by leveraging relationships with original equipment manufacturers (“OEMs”) and their dealer networks. Plug Power is targeting Asia and Europe for expansion in adoption. Europe has rolled out ambitious targets for the hydrogen economy and Plug Power is executing on its strategy to become one of the European leaders. This includes a targeted account strategy for material handling as well as securing strategic partnerships with European OEMs, energy companies, utility leaders and accelerating our electrolyzer business. We manufacture our commercially viable products in Latham, New York, Rochester, New York and Spokane, Washington and support liquid hydrogen generation and logistics in Charleston, Tennessee.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.  Summary of Significant Accounting Policies

Restatement

As previously disclosed in the Explanatory Note to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 10-K”), the Company restated its previously issued audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018 and its unaudited quarterly consolidated financial statements as of and for each of the quarterly periods ended March 31, 2020 and 2019, June 30, 2020 and 2019, September 30, 2020 and 2019 and December 31, 2019.

Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q for the periods affected by the restatement have not been amended. Accordingly, investors should not rely upon the Company’s previously released financial statements for these periods and any earnings releases or other communications relating to these periods, and, for these periods, investors should rely solely on the financial statements and other financial data for the relevant periods included in the 2020 10-K. Commencing with this quarterly report on Form 10-Q, we will include in our quarterly reports for fiscal 2021 restated results for the corresponding interim periods of fiscal 2020.

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.

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 2020 10-K.

The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2020 has been derived from the Company’s December 31, 2020 audited consolidated financial statements.

There have been no changes in our accounting policies from those reported in our 2020 10-K, except for the adoption of Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40),  as described in the Recently Adopted Accounting Guidance section. We have also expanded our accounting policy relating to cash equivalents, and available-for-sale securities as follows:

Cash Equivalents

The Company considers all highly-liquid debt securities with original maturities of three months or less to be cash equivalents. At March 31, 2021, cash equivalents consist of commercial paper with original maturities of three months or less. Due to their short-term nature, the carrying amounts reported in the unaudited interim condensed consolidated balance sheets approximate the fair value of cash and cash equivalents.

Available-for-sale securities

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

Available-for-sale securities are recorded at fair value as of each balance sheet date. As of each balance sheet date, unrealized gains and losses, with the exception of credit related losses, are recorded to Accumulated Other Comprehensive Income. Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to operations.

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

Other than the adoption of the accounting guidance mentioned in our 2020 10-K and ASU 2020-06, there have been no other significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.

On January 1, 2021, we early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) using the modified retrospective approach. Consequently, the Company’s 3.75% Convertible Senior Notes due 2025, which is referred to herein as the 3.75% Convertible Senior Notes, is now accounted for as a single liability measured at its amortized cost. This accounting change removed the impact of recognizing the equity component of the Company’s convertible notes at issuance and the subsequent accounting impact of additional interest expense from debt discount amortization. Future interest expense of the convertible notes will be lower as a result of adoption of this guidance and net loss per share will be computed using the if-converted method for convertible instruments. The cumulative effect of the accounting change upon adoption on January 1, 2021 increased the carrying amount of the 3.75% Convertible Senior Notes by $120.7 million, reduced accumulated deficit by $9.6 million and reduced additional paid-in capital by $130.2 million.

Recent Accounting Guidance Not Yet Effective

All issued but not yet effective accounting and reporting standards as of March 31, 2021 are either not applicable to the Company or are not expected to have a material impact on the Company.

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Acquisitions

3 Months Ended

Mar. 31, 2021

Acquisitions

Acquisitions

3. Acquisitions

Giner ELX Inc. Acquisition

On June 22, 2020, the Company acquired 100% of the outstanding shares of Giner ELX, Inc. (“Giner ELX”). Giner ELX is a developer of electrolysis hydrogen generators which can be used for a variety of applications, including on-site refueling of hydrogen fuel cells.

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

Cash	$	25,820
Plug Power common stock		19,263
Contingent consideration		7,790
Total consideration	$	52,873

The contingent consideration represents the estimated fair value associated with earn-out payments of up to $16.0 million that the sellers are eligible to receive. Of the total earnout consideration, $8.0 million is related to the achievement

of the Allagash earn-out, $2.0 million is associated with the receipt of certain customer opportunities (purchase orders or other contracts) by December 31, 2021, and $6.0 million is associated with the achievement of certain revenue targets for years 2021 through 2023. The Allagash earn-out is achieved when the Company has produced at least two PEM electrolyzer stacks of one megawatt each, utilizing the dry build process and meets certain technical specifications as more fully described in the merger agreement. To be fully paid, the Allagash earn-out needs to be satisfied by July 31, 2023 and will be reduced by approximately 8.33% each month beyond this date. In addition, should the earn-out revenue exceed 150% of the 2023 target, the sellers will receive warrants with a value of $5.0 million and if the earn-out revenue exceeds 200% of the 2023 revenue target, the sellers will receive warrants with a value of $10.0 million. The warrants will be exercisable within two years of issuance.

In connection with the Giner ELX acquisition, the Company revised the acquisition-date fair value of contingent consideration liabilities which were determined to be measurement period adjustments and resulted in an increase in other liabilities and goodwill of $0.7 million for the year ended December 31, 2020.

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

Accounts receivable	$	1,237
Inventory		4,108
Prepaid expenses and other assets		669
Property, plant and equipment		596
Identifiable intangibles		29,930
Accounts payable, accrued expenses and other liabilities		(1,621)
Deferred revenue		(2,350)
Deferred tax liability, net		(5,889)
Total net assets acquired, excluding goodwill	$	26,680

Identifiable intangibles consisted of developed technology, non-compete agreements, estimated in-process research and development (“IPR&D”), and customer relationships.

The fair value of acquired backlog and non-complete agreements was nominal.

The fair value of the acquired IPR&D related to the dry stack technology totaling $29.0 million was calculated using the multi-period excess earnings method (“MPEEM”) approach which is a variant of the income approach. The basic principle of the MPEEM approach is that a single asset, in isolation, is not capable of generating cash flow for an enterprise. Several assets are brought together and exploited to generate cash flow. Therefore, to determine cash flow from the exploitation of IPR&D, one must deduct the related expenses incurred for the exploitation of other assets used for the generation of overall cash flow and revenues. The fair value of IPR&D was estimated by discounting the net cash flow derived from the expected revenues attributable to the acquired IPR&D. The fair value of the acquired customer relationships totaling $0.4 million was calculated using a distributor method approach, which is a variant of the income approach. The fair value of wet stack technology totaling $0.4 million was determined using the relief from royalty method.

In addition to identifiable intangible assets, the fair value of acquired work in process and finished goods inventory was estimated based on the estimated selling price less costs to be incurred and a market participant profit rate.  Additionally, the fair value of the deferred revenue was determined using a cost build-up approach. The direct cost of fulfilling the obligation plus a normal profit margin was used to determine the value of the assumed deferred revenue liability.

Included in the purchase consideration are three contingent earn-out payments (as described above): the Allagash earn-out, the customer opportunities, and the revenue targets. Due to the nature of the Allagash and customer opportunities, as outlined in the purchase agreement, a scenario-based method was used to value these contingent payments as the payments are milestone based in nature. These fair value measurements were based on unobservable inputs and are considered to be level 3 financial instruments. The revenue targets are achieved when certain revenue thresholds are met,

and the catch-up provision creates path-dependency. As such, the revenue earn-out was valued using a Monte Carlo Simulation.

In connection with the acquisition, the Company recorded on its consolidated balance sheet a liability of $7.8 million representing the fair value of contingent consideration payable. The fair value of this contingent consideration was remeasured as of March 31, 2021 and December 31, 2020, and was estimated to be $10.4 million and $9.6 million, respectively. The increase in fair value of $0.8 million and $1.8 million was primarily due to a change in the discount rate offset by a decrease in the discount period, and was recorded as an expense in the consolidated statement of operations at March 31, 2021 and December 31, 2020, respectively.  

Included in Giner ELX’s net assets acquired are net deferred tax liabilities of $5.9 million. In connection of the acquisition of these net deferred tax liabilities, the Company reduced its valuation allowance by $5.2 million and recognized a tax benefit of $5.2 million during the year ended December 31, 2020.

Goodwill associated with the Giner ELX acquisition was calculated as follows (in thousands):

Consideration paid	$	52,873
Less: net assets acquired		(26,680)
Total goodwill recognized	$	26,193

The goodwill consists of the Company’s increased capabilities in green hydrogen supply through the production of electrolyzers.

United Hydrogen Group Inc. Acquisition

On June 18, 2020, the Company acquired 100% of the outstanding shares of United Hydrogen Group Inc. (“UHG”). UHG produces and sells liquid hydrogen.

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

Cash	$	19,293
Plug Power Stock		30,410
Contingent consideration		1,110
Total consideration	$	50,813

Included in cash and common stock in the above table is $1.0 million of cash and $6.5 million of common stock that was paid in April 2020 to purchase a convertible note in UHG. This convertible note included terms that allowed for the reduction of the purchase price if the Company were to complete the acquisition of UHG. As such, this note was cancelled in conjunction with the closing of the UHG acquisition.  

A portion of the purchase price of UHG was in the form of contingent consideration. The contingent consideration is contingent on future performance related to two discrete milestones associated with the expansion of the liquefication capacity of the Charleston, Tennessee liquid hydrogen plant (the “Charleston Plant”).  The Company’s liability for this contingent consideration was measured at fair value based on the Company’s expectations of achieving the expansion milestone.  The expected performance was assessed by management which was discounted to present value in order to derive a fair value of the contingent consideration. This fair value measurement was based on unobservable inputs and is considered a level 3 financial instrument. Due to the milestone nature of the payments, a scenario-based method was used to value these contingent payments.

The estimated fair value of the contingent consideration as of the acquisition date was $1.1 million. Subsequently, a payment of $300 thousand was made to the sellers as a result of achieving the first milestone related to the expansion of the liquefication capacity of the Charleston Plant. A reduction of the contingent consideration liability of $610 thousand was also recorded subsequent to the acquisition due to a reduction in the probability assessment that the second expansion

milestone will be met. As of March 31, 2021 and December 31, 2020, the remaining contingent consideration liability related to the UHG acquisition was $200 thousand.

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

Accounts receivable	$	444
Inventory		89
Prepaid expenses and other assets		1,152
Property, plant and equipment		41,244
Leased property		796
Identifiable intangible asset		2,338
Long-term debt		(11,336)
Unfavorable customer contract		(15,757)
Accounts payable, accrued expenses, deferred revenue and finance obligations		(4,631)
Total net assets acquired, excluding goodwill	$	14,339

The identifiable intangible asset consisted of developed technology, as described below in Note 9, “Intangible Assets and Goodwill.” The fair value of the developed technology totaling $2.3 million was calculated using the relief from royalty approach which is a variant of the income approach. The application of the relief from royalty approach involves estimating the value of an intangible asset by quantifying the present value of the stream of market derived royalty payments that the owner of the intangible asset is exempted or ‘relieved’ from paying.

Additionally, the Company estimated the fair value of an unfavorable customer contract. The fair value of the acquired unfavorable customer contract was calculated using a with and with-out analysis which is a variant of the income approach.  Cash flows were calculated using pricing per terms of the existing contract and then compared to cash flows using expected market pricing. The difference between the two cash flows was used to determine the fair value of the contract. Further, the Company assumed interest-bearing debt. The fair value of the assumed debt was calculated using the discounted cash flow method.

In connection with the UHG acquisition, the Company finalized the valuation of an unfavorable customer contract and long-term debt which resulted in an increase in other liabilities of $1.9 million, a decrease in long-term debt of $1.7 million, and an increase in goodwill of $0.2 million.

Goodwill associated with the UHG acquisition was calculated as follows (in thousands):

Consideration paid	$	50,813
Less: net assets acquired		(14,339)
Total goodwill recognized	$	36,474

Goodwill recorded in connection with the Giner ELX and UHG acquisitions is not deductible for tax purposes.  

The results of the Giner ELX and UHG are included in the Company’s consolidated financial statements for the three months ended March 31, 2021 and the year ended December 31, 2020 from their respective dates of acquisition.

Neither the Giner ELX acquisition nor the UHG acquisition was material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. Purchase accounting related to the Giner ELX and UHG acquisitions has been completed as of Q1 2021.

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Extended Maintenance Contracts

3 Months Ended

Mar. 31, 2021

Extended Maintenance Contracts

Extended Maintenance Contracts

4. Extended Maintenance Contracts

On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems and related infrastructure that has been sold. We measure impairment losses at the customer contract level. The

expected revenues and expenses for these contracts include all applicable expected costs of providing services over the remaining term of the contracts and the related unearned net revenue. A loss is recognized if the sum of expected costs of providing services under the contract exceeds related unearned net revenue and is recorded as a provision for loss contracts related to service in the consolidated statements of operations. A key component of these estimates is the expected future service costs. In estimating the expected future costs, the Company considers its current service cost level and applies significant judgment related to expected cost saving initiatives. The expected future cost savings will be primarily dependent upon the success of the Company’s initiatives related to increasing stack life, achieving better economies of scale for service labor, and improvements in design and operations of infrastructure. If the expected cost saving initiatives are not realized, this will increase the costs of providing services and could adversely affect our estimated contract loss accrual.

The following table shows the rollforward of balance in the accrual for loss contracts, including changes due to the passage of time, additions, and changes in estimates (in thousands):

	March 31,		December 31,
	2021		2020
Beginning Balance	$	24,013	$	3,702
Provision for Loss Accrual		1,485		35,473
Released to Service Cost of Sales		(1,846)		(2,348)
Released to Provision for Warrants		—		(12,814)
Ending Balance	$	23,652	$	24,013

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Earnings Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share

Earnings Per Share

5. Earnings Per Share

Basic earnings per common stock are computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the reporting period. After January 1, 2021, the date of the adoption of ASU 2020-06, in periods when we have net income, the shares of our common stock subject to the convertible notes outstanding during the period will be included in our diluted earnings per share under the if-converted method. Since the Company is in a net loss position, all common stock equivalents would be considered to be 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,
	2021	2020
Stock options outstanding (1)	9,020,891	19,803,872
Restricted stock outstanding (2)	6,416,308	4,600,227
Common stock warrants (3)	88,264,726	110,573,392
Preferred stock (4)	—	2,782,075
Convertible Senior Notes (5)	39,170,766	59,133,896
Number of dilutive potential shares of common stock	142,872,691	196,893,462

(1) During the three months ended March 31, 2021 and 2020, the Company granted 581,000 and 85,000 stock options, respectively.

(2) During the three months ended March 31, 2021 and 2020, the Company granted 555,000 and zero shares of restricted stock, respectively.

(3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 13, “Warrant Transaction Agreements. The warrant had been exercised with respect to 9,214,449 shares as of March 31, 2021.  

In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 13, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares as of March 31, 2021.

(4) The preferred stock amount at March 31, 2020 represents the dilutive potential on the shares of common stock as a result of the conversion of the Series C Redeemable Convertible Preferred Stock (Series C Preferred Stock) based on the conversion price as of March 31, 2020. Of the 10,431 shares of Series C Preferred Stock issued on May 16, 2013, all shares had been converted to common stock as of December 31, 2020.  

(5) In March 2018, the Company issued the 5.5% Convertible Senior Notes due 2023, which is referred to herein as the 5.5% Convertible Senior Notes. In September 2019, the Company issued the 7.5% Convertible Senior Note due 2023, which we refer to herein as the 7.5% Convertible Senior Note, which was fully converted into 16.0 million shares of common stock on July 1, 2020. In May 2020, the Company issued the 3.75% Convertible Senior Notes and repurchased $66.3 million of the 5.5% Convertible Senior Notes.  In the fourth quarter of 2020, $33.5 million of the remaining 5.5% Convertible Senior Notes converted into 14.6 million shares of common stock. The remaining $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted in January 2021. During the first quarter of 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted, resulting in the issuance of 3,016,036 shares of common stock.

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Inventory

3 Months Ended

Mar. 31, 2021

Inventory

Inventory

6. Inventory

Inventory as of March 31, 2021 and December 31, 2020 consisted of the following (in thousands):

	March 31,		December 31,
	2021		2020
Raw materials and supplies - production locations	$	123,450	$	92,221
Raw materials and supplies - customer locations		12,538		12,405
Work-in-process		46,118		29,349
Finished goods		5,626		5,411
Inventory	$	187,732	$	139,386

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Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net

3 Months Ended

Mar. 31, 2021

Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net

Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net

7. Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net

Leased property at March 31, 2021 and December 31, 2020 consisted of the following (in thousands):

	March 31,		December 31,
	2021		2020
Equipment related to power purchase agreements and fuel delivered to customers	$	90,878	$	92,736
Less: accumulated depreciation		(16,664)		(16,929)
Equipment related to power purchase agreements and fuel delivered to customers, net		74,214		75,807

As of March 31, 2021, the Company had deployed long-lived assets at customer sites that had associated Power Purchase Agreements (“PPAs”). These PPAs expire over the next one to ten years. PPAs contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote.

Depreciation expense is $1.8 million and $2.1 million for the three months ended March 31, 2021 and 2020 respectively.

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment.

Property, Plant and Equipment

8. Property, Plant and Equipment

Property, plant and equipment at March 31, 2021 and December 31, 2020 consists of the following (in thousands):

	March 31, 2021		December 31, 2020
Land		1,165		1,165
Leasehold improvements	$	1,378	$	1,121
Software, machinery and equipment		104,071		94,449
Property, plant, and equipment		106,614		96,735
Less: accumulated depreciation		(23,791)		(22,186)
Property, plant, and equipment, net	$	82,823	$	74,549

Depreciation expense related to property, plant and equipment was $1.6 million and $0.9 million for the periods ended March 31, 2021 and 2020, respectively.

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Intangible Assets and Goodwill

3 Months Ended

Mar. 31, 2021

Intangible Assets and Goodwill

Intangible Assets and Goodwill

9. Intangible Assets and Goodwill

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of March 31, 2021 were as follows (in thousands):

	Weighted Average	Gross Carrying		Accumulated
	Amortization Period	Amount		Amortization		Total
Acquired technology	10 years	$	13,092	$	(4,260)	$	8,832
Customer relationships, Non-compete agreements, Backlog & Trademark	6 years		890		(329)		561
In process research and development	Indefinite		29,000		—		29,000
		$	42,982	$	(4,589)	$	38,393

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2020 were as follows (in thousands):

	Weighted Average	Gross Carrying		Accumulated
	Amortization Period	Amount		Amortization		Total
Acquired technology	10 years	$	13,697	$	(4,042)	$	9,655
Customer relationships, Non-compete agreements, Backlog & Trademark	6 years		890		(294)		596
In process research and development	Indefinite		29,000		—		29,000
		$	43,587	$	(4,336)	$	39,251

The change in the gross carrying amount of the acquired technology from December 31, 2020 to March 31, 2021 was primarily due to foreign currency translation.

Amortization expense for acquired identifiable intangible assets for the three months ended March 31, 2021 and 2020 was $0.4 million and $0.2 million, respectively.

The estimated amortization expense for subsequent years is as follows (in thousands):

Remainder of 2021	$	1,093
2022		1,458
2023		1,458
2024		1,436
2025 and thereafter		3,948
Total	$	9,393

Goodwill was $72.0 million and $72.4 million as of March 31, 2021 and December 31, 2020 respectively, which decreased $400 thousand due to currency translation loss for HyPulsion S.A.S., our French subsidiary goodwill.  There were no impairments during the three months ended March 31, 2021 or the year ended December 31, 2020.

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Long-Term Debt

3 Months Ended

Mar. 31, 2021

Long-Term Debt

Long-Term Debt

10. Long-Term Debt

In March 2019, the Company entered into a loan and security agreement, as amended (the “Loan Agreement”), with Generate Lending, LLC (“Generate Capital”), providing for a secured term loan facility in the amount of $100 million (the “Term Loan Facility”).

During the year ended December 31, 2020, the Company, under another series of amendments to the Loan Agreement, borrowed an incremental $100.0 million. As part of the amendment to the Loan Agreement, the Company’s interest rate on the secured term loan facility was reduced to 9.50% from 12.00% per annum, and  the maturity date was extended to October 31, 2025 from October 6, 2022. On March 31, 2021, the outstanding balance under the Term Loan Facility was $151.5 million.

The Loan Agreement includes covenants, limitations, and events of default customary for similar facilities. Interest and a portion of the principal amount is payable on a quarterly basis.  Principal payments are funded in part by releases of restricted cash, as described in Note 20, “Commitments and Contingencies.” Based on the amortization schedule as of March 31, 2021, the aforementioned loan balance under the Term Loan Facility will be fully paid by October 31, 2025.  The Company is in compliance with, or has obtained waivers for, all debt covenants.  

The Term Loan Facility is secured by substantially all of the Company’s and the guarantor subsidiaries’ assets, including, among other assets, all intellectual property, all securities in domestic subsidiaries and 65% of the securities in foreign subsidiaries, subject to certain exceptions and exclusions.

The Loan Agreement provides that if there is an event of default due to the Company’s insolvency or if the Company fails to perform in any material respect the servicing requirements for fuel cell systems under certain customer agreements, which failure would entitle the customer to terminate such customer agreement, replace the Company or withhold the payment of any material amount to the Company under such customer agreement, then Generate Capital has the right to cause Proton Services Inc., a wholly owned subsidiary of the Company, to replace the Company in performing the maintenance services under such customer agreement.

As of March 31, 2021, the Term Loan Facility requires the principal balance as of each of the following dates not to exceed the following (in thousands):

December 31, 2021	$	127,317
December 31, 2022		93,321
December 31, 2023		62,920
December 31, 2024		33,692
December 31, 2025		—

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Convertible Senior Notes

3 Months Ended

Mar. 31, 2021

Convertible Senior Notes.

Convertible Senior Notes

11. Convertible Senior Notes

3.75% Convertible Senior Notes

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

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

	Amount
	(in thousands)
Principal amount	$	212,463
Less initial purchasers' discount		(6,374)
Less cost of related capped calls		(16,253)
Less other issuance costs		(617)
Net proceeds	$	189,219

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

The 3.75% Convertible Senior Notes are senior, unsecured obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to any of the Company’s existing and future liabilities that are not so subordinated, including the Company’s $100 million in aggregate principal amount of the 5.5% Convertible Senior Notes, effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, of its current or future subsidiaries.  

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

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

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

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

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

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

The initial conversion rate for the 3.75% Convertible Senior Notes is 198.6196 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $5.03 per share of the Company’s common stock, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election.  During the three months ended of March 31, 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted and the Company issued 3.0 million shares of common stock in conjunction with these conversions. 

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

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

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

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

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

	March 31,
	2021
Principal amounts:
Principal	$	197,278
Unamortized debt issuance costs (1)		(5,510)
Net carrying amount	$	191,768

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

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

	March 31,
	2021
Interest Expense	$	1,897
Amortization of Debt Issuance Costs		1,258
Total		3,155
Effective Interest Rate		4.5%

Based on the closing price of the Company’s common stock of $35.84 on March 31, 2021, the if-converted value of the notes was greater than the principal amount. The estimated fair value of the note at March 31, 2021 was approximately $1.3 billion. The fair value estimation was primarily based on an active stock exchange trade on March 30, 2021 of the 3.75% Senior Convertible Note. See Note 16, “Fair Value Measurements” for a description of the fair value hierarchy.

Capped Call

In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “3.75% Notes Capped Call”) with certain counterparties at a price of $16.2 million. The 3.75% Notes Capped Call covers, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that underlie the initial 3.75% Convertible Senior Notes and is generally expected to reduce potential dilution to the Company’s common stock upon any conversion of the 3.75% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the 3.75% Notes Capped Call is initially $6.7560 per share, which represents a premium of approximately 60% over the last then-reported sale price of the Company’s common stock of $4.11 per share on the date of the transaction and is subject to certain adjustments under the terms of the 3.75% Notes Capped Call. The 3.75% Notes Capped Call becomes exercisable if the conversion option is exercised.

The net cost incurred in connection with the 3.75% Notes Capped Call were recorded as a reduction to additional paid-in capital in the unaudited interim condensed consolidated balance sheets.

5.5% Convertible Senior Notes

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, which is referred to herein as the 5.5% Convertible Senior Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

In May 2020, the Company used a portion of the net proceeds from the issuance of the 3.75% Convertible Senior Notes to finance the cash portion of the partial repurchase of the 5.5% Convertible Senior Notes, which consisted of a repurchase of approximately $66.3 million in aggregate principal amount of the 5.5% Convertible Senior Notes in privately-negotiated transactions for aggregate consideration of $128.9 million, consisting of approximately $90.2 million in cash and approximately 9.4 million shares of the Company’s common stock. The partial repurchase of the 5.5% Convertible Senior Notes resulted in a $13.2 million gain on early debt extinguishment. In the fourth quarter of 2020, $33.5 million of the remaining 5.5% Convertible Senior Notes were converted into 14.6 million shares of common stock which resulted in a gain of approximately $4.5 million which was recorded on the consolidated statement of operations on the gain (loss) on extinguishment of debt line.

On January 7, 2021, the remaining aggregate principal of $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted into 69,808 shares of common stock. Interest expense and amortization for the period were immaterial.

Capped Call

In conjunction with the pricing of the 5.5% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the “5.5% Notes Capped Call”) with certain counterparties at a price of $16.0 million to reduce the potential dilution to the Company’s common stock upon any conversion of the 5.5% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 5.5% Convertible Senior Notes, as the case may be. The net cost incurred in connection with the 5.5% Notes Capped Call has been recorded as a reduction to additional paid-in capital in the consolidated balance sheets.

Common Stock Forward

In connection with the issuance of the 5.5% Convertible Senior Notes, the Company also entered into a forward stock purchase transaction, (“the Common Stock Forward”), pursuant to which the Company agreed to purchase 14,397,906 shares of its common stock for settlement on or about March 15, 2023. In connection with the issuance of the 3.75% Convertible Senior Notes and the partial repurchase of the 5.5% Convertible Senior Notes, the Company amended and extended the maturity of the Common Stock Forward to June 1, 2025.  The number of shares of common stock that the Company will ultimately repurchase under the Common Stock Forward is subject to customary anti-dilution adjustments. The Common Stock Forward is subject to early settlement or settlement with alternative consideration in the event of certain corporate transactions.

The 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 5.5% Notes Capped Call and Common Stock Forward are not remeasured.

During the fourth quarter of 2020, the Common Stock Forward was partially settled and, as a result, the Company received 4.4 million shares of its common stock. During the first quarter of 2021, 5.9 million shares settled and were received by the Company, with an additional 2.2 million that settled and were received by the company in April 2021.

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Stockholders' Equity

3 Months Ended

Mar. 31, 2021

Stockholders' Equity

Stockholders' Equity

12.  Stockholders’ Equity

Preferred Stock

The Company has authorized 5.0 million shares of preferred stock, par value $0.01 per share. The Company’s certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualifications, limitations and restrictions thereof, applicable to the shares of each series.

The Company has authorized Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share. As of March 31, 2021 and December 31, 2020, there were no shares of Series A Junior Participating Cumulative Preferred Stock issued and outstanding.  

Common Stock and Warrants

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

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

In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $1.8 billion.

In November 2020, the Company issued and sold in a registered equity offering an aggregate of 43,700,000 shares of its common stock at a purchase price of $22.25 per share for net proceeds of approximately $927.3 million.

In August 2020, the Company issued and sold in a registered equity offering an aggregate of 35,276,250 shares of its common stock at a purchase price of $10.25 per share for net proceeds of approximately $344.4 million.

There were 566,385,952 and 458,051,920 shares of common stock outstanding as of March 31, 2021 and December 31, 2020, respectively.

During 2017, warrants to purchase up to 110,573,392 shares of common stock were issued in connection with transaction agreements with Amazon and Walmart, as discussed in Note 13, “Warrant Transaction Agreements.” At both March 31, 2021 and December 31, 2020, a total of 68,380,913 warrants had vested. Warrants were exercised with respect to 5,819,652 shares during the fourth quarter of 2020. Warrants were exercised with respect to an additional 16,489,014 shares during the three months ended March 31, 2021. These warrants are measured at fair value at the time of grant or modification and are classified as equity instruments on the unaudited interim condensed consolidated balance sheets.

At Market Issuance Sales Agreement

On April 13, 2020, the Company entered into the at Market Issuance Sales agreement with B. Riley Financial (“B. Riley”) as sales agent, pursuant to which the Company may offer and sell, from time to time through B. Riley, shares of Company common stock having an aggregate offering price of up to $75.0 million. As of the date of this filing, the Company has not issued any shares of common stock pursuant to the at Market Issuance Sales agreement.

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Warrant Transaction Agreements

3 Months Ended

Mar. 31, 2021

Warrant Transaction Agreements

Warrant Transaction Agreements

13. Warrant Transaction Agreements

Amazon Transaction Agreement

On April 4, 2017, the Company and Amazon entered into a Transaction Agreement (the “Amazon Transaction Agreement”), pursuant to which the Company agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “Amazon Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock (the “Amazon Warrant Shares”), subject to certain vesting events described below. The Company and Amazon entered into the 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 existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the Amazon Warrant Shares was conditioned upon payments made by Amazon or its affiliates (directly or indirectly through third parties) pursuant to the existing commercial agreements.

Under the terms of the original Amazon Warrant, the first tranche of the 5,819,652 Amazon Warrant Shares vested upon execution of the Amazon Warrant, and the remaining Amazon Warrant Shares vest based on Amazon’s payment of up to $600.0 million to the Company in connection with Amazon’s purchase of goods and services from the Company. The $6.7 million fair value of the first tranche of the Amazon Warrant Shares, was recognized as selling, general and administrative expense upon execution of the Amazon Warrant.

Provision for the second and third tranches of Amazon Warrant Shares is recorded as a reduction of revenue, because they represent consideration payable to a customer.

The fair value of the second tranche of Amazon Warrant Shares was measured at January 1, 2019, upon adoption of ASU 2019-08. The second tranche of 29,098,260 Amazon Warrant Shares vested in four equal installments, as Amazon or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $200.0 million in the aggregate. The last installment of the second tranche vested on November 2, 2020.  Revenue reductions of $9.0 million, $4.1 million and $9.8 million associated with

the second tranche of Amazon Warrant Shares were recorded in 2020, 2019 and 2018, respectively, under the terms of the original Amazon Warrant.  

Under the terms of the original Amazon Warrant, the third tranche of 20,368,784 Amazon Warrant Shares vests in eight equal installments, as Amazon or its affiliates, directly or indirectly through third parties, made an aggregate of $50.0 million in payments for goods and services to the Company, up to payments totaling $400.0 million in the aggregate. The measurement date for the third tranche of Amazon Warrant Shares was November 2, 2020, when their exercise price was determined, as discussed further below. The fair value of the third tranche of Amazon Warrant Shares was determined to be $10.57 each. During 2020, revenue reductions of $24.1 million associated with the third tranche Amazon Warrant Shares were recorded under the terms of the original Amazon Warrant, prior to the December 31, 2020 waiver described below.  

On December 31, 2020, the Company waived the remaining vesting conditions under the Amazon Warrant, which resulted in the immediate vesting of all the third tranche of the Amazon Warrant Shares and recognition of an additional $399.7 million reduction to revenue.

The $399.7 million reduction to revenue resulting from the December 31, 2020 waiver was determined based upon a probability assessment of whether the underlying shares would have vested under the terms of the original Amazon Warrant. Based upon the Company’s projections of probable future cash collections from Amazon (i.e., a Type I share based payment modification), a reduction of revenue associated with 5,354,905 Amazon Warrant Shares was recognized at their previously measured November 2, 2020 fair value of $10.57 per warrant.  A reduction of revenue associated with the remaining 12,730,490 Amazon Warrant Shares was recognized at their December 31, 2020 fair value of $26.95 each, based upon the Company’s assessment that associated future cash collections from Amazon were not deemed probable (i.e., a Type III share based payment modification).

The $399.7 million reduction to revenue was recognized during the year ended December 31, 2020 because the Company concluded such amount was not recoverable from the margins expected from future purchases by Amazon under the Amazon Warrant, and no exclusivity or other rights were conferred to the Company in connection with the December 31, 2020 waiver. Additionally, for the year ended December 31, 2020, the Company recorded a reduction to the provision for warrants of $12.8 million in connection with the release of the service loss accrual.  

At December 31, 2020, all 55,286,696 of the Amazon Warrant Shares had vested. The total amount of provision for common stock warrants recorded as a reduction of revenue for the Amazon Warrant during the three months ended March 31, 2021 and 2020 was $104 thousand and $1.3 million, respectively.  During the three months ended March 31, 2021, the Amazon Warrant was exercised with respect to 9,214,449 shares of common stock. On June 11, 2021, an additional 4,534,130 warrants were exercised.

The exercise price for the first and second tranches of Amazon Warrant Shares was $1.1893 per share.  The exercise price of the third tranche of Amazon Warrant Shares was $13.81 per share, which was determined pursuant to the terms of the Amazon Warrant as an amount equal to ninety percent (90%) of the 30-day volume weighted average share price of the Company’s common stock as of November 2, 2020, the final vesting date of the second tranche of Amazon Warrant Shares. The Amazon Warrant was exercisable through April 4, 2027. The Amazon 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 Amazon 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 Amazon Warrant is classified as an equity instrument.

Fair value of the Amazon Warrant at December 31, 2020 and November 2, 2020 was based on the Black Scholes Option Pricing Model, which is based, in part, upon level 3 unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions.

The Company used the following assumptions for its Amazon Warrant:

	December 31, 2020	November 2, 2020
Risk-free interest rate	0.58%	0.58%
Volatility	75.00%	75.00%
Expected average term	6.26	6.42
Exercise price	$13.81	$13.81
Stock price	$33.91	$15.47

Walmart Transaction Agreement

On July 20, 2017, the Company and Walmart entered into a Transaction Agreement (the “Walmart Transaction Agreement”), pursuant to which the Company agreed to issue to Walmart a warrant (the “Walmart Warrant”) to acquire up to 55,286,696 shares of the Company’s common stock, subject to certain vesting events (the “Walmart Warrant Shares”). The Company and Walmart entered into the Walmart Transaction Agreement in connection with existing commercial agreements between the Company and Walmart with respect to the deployment of the Company’s GenKey fuel cell technology across various Walmart distribution centers. The existing commercial agreements contemplate, but do not guarantee, future purchase orders for the Company’s fuel cell technology. The vesting of the warrant shares conditioned upon payments made by Walmart or its affiliates (directly or indirectly through third parties) pursuant to transactions entered into after January 1, 2017 under existing commercial agreements.

The majority of the Walmart Warrant Shares will vest based on Walmart’s payment of up to $600.0 million to the Company in connection with Walmart’s purchase of goods and services from the Company. The first tranche of 5,819,652 Walmart Warrant Shares vested upon the execution of the Walmart Warrant and was fully exercised as of December 31, 2020. Accordingly, $10.9 million, the fair value of the first tranche of Walmart Warrant Shares, was recorded as a provision for common stock warrants and presented as a reduction to revenue on the consolidated statements of operations during 2017. All future provision for common stock warrants is measured based on their grant-date fair value and recorded as a charge against revenue. The second tranche of 29,098,260 Walmart Warrant Shares vests in four installments of 7,274,565 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 $200.0 million in the aggregate. The exercise price for the first and second tranches of Walmart Warrant Shares is $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 Walmart Warrant Shares will be an amount per share equal to ninety percent (90%) of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares, provided that, with limited exceptions, the exercise price for the third tranche will be no lower than $1.1893. 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.

At both March 31, 2021 and December 31, 2020, 13,094,217 of the Walmart Warrant Shares had vested. 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, 2021 and 2020 was $1.6 million and $0.9 million, respectively. During the three months ended March 31, 2021 and December 31, 2020, the Walmart Warrant had been exercised with respect to 7,274,565 and 5,819,652 shares of common stock, respectively.

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Revenue

3 Months Ended

Mar. 31, 2021

Revenue

Revenue

14. Revenue

Disaggregation of revenue

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

Major products/services lines
	Three months ended March 31,
	2021		2020
Sales of fuel cell systems	$	26,419	$	14,732
Sale of hydrogen installations and other infrastructure		20,353		5,736
Services performed on fuel cell systems and related infrastructure		6,045		6,521
Power Purchase Agreements		7,826		6,421
Fuel delivered to customers		11,127		7,333
Other		188		76
Net revenue	$	71,958	$	40,819

Contract balances

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

	March 31,		December 31,
	2021		2020
Accounts receivable	$	42,632	$	43,041
Contract assets		17,009		18,189
Contract liabilities		72,897		76,285

Contract assets relate to contracts for which revenue is recognized on a straight-line basis, however billings escalate over the life of a contract. Contract assets also include amounts recognized as revenue in advance of billings to customers, which are dependent upon the satisfaction of another performance obligation. These amounts are included within prepaid expenses and other current assets on the accompanying unaudited interim condensed consolidated balance sheets.

The 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 advance consideration received from customers prior to delivery of products.  As of March 31, 2021, the amount of contract liabilities included within deferred revenue was $57.6 million and the amount of contract liabilities within other current liabilities was $15.3 million on the accompanying unaudited interim condensed consolidated balance sheets. As of December 31, 2020, the amount of contract liabilities included within deferred revenue was $56.2 million and the amount of contract liabilities within other current liabilities was $20.1 million.  

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

Contract assets	Three months ended
	March 31, 2021
Transferred to receivables from contract assets recognized at the beginning of the period	$	(2,625)
Revenue recognized and not billed as of the end of the period		1,445
Net change in contract assets		(1,180)

Contract liabilities	Three months ended
	March 31, 2021
Increases due to cash received, net of amounts recognized as revenue during the period	$	13,045
Revenue recognized that was included in the contract liability balance as of the beginning of the period		(16,433)
Net change in contract liabilities	$	(3,388)

Estimated future revenue

The following table includes estimated revenue included in the backlog expected to be recognized in the future (sales of fuel cell systems and hydrogen installations are expected to be recognized as revenue within one year; sales of services and PPAs are expected to be recognized as revenue over five to seven years) 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,
	2021
Sales of fuel cell systems	$	66,033
Sale of hydrogen installations and other infrastructure		69,678
Services performed on fuel cell systems and related infrastructure		105,852
Power Purchase Agreements		185,431
Fuel delivered to customers		64,555
Other rental income		2,894
Total estimated future revenue	$	494,443

Contract costs

Contract costs consist of capitalized commission fees and other expenses related to obtaining or fulfilling a contract.

Capitalized contract costs at March 31, 2021 and December 31, 2020 were $1.7 million and $1.5 million, respectively.

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Income Taxes

3 Months Ended

Mar. 31, 2021

Income Taxes

Income Taxes

15. Income Taxes

The Company did not record any income tax expense or benefit for the three months ended March 31, 2021 or 2020. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets, which remain fully reserved.

The 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 carry forward 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.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Measurements

Fair Value Measurements

16. Fair Value Measurements

The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

These levels are:

● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

● Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value.

The fair values of the Company’s investments are based upon prices provided by an independent pricing service. Management has assessed and concluded that these prices are reasonable and has not adjusted any prices received from the independent provider. Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1, Level 2, or Level 3 during the three months ended March 31, 2021.

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):

		As of March 31, 2021
		Carrying		Fair		Fair Value Measurements
		Amount		Value		Level 1		Level 2		Level 3
Assets
Cash equivalents (1)	$	93,941	$	93,941	$	—	$	93,941	$	—
Corporate bonds		99,171		99,171		—		99,171		—
Commercial paper		306,089		306,089		—		306,089		—
Liabilities
Contingent consideration		10,550		10,550		—		—		10,550
Convertible senior notes		191,768		1,320,952		—		1,320,952		—
Long-term debt		161,259		161,259		—		—		161,259
Finance obligations		182,791		182,791		—		—		182,791
		As of December 31, 2020
		Carrying		Fair		Fair Value Measurements
		Amount		Value		Level 1		Level 2		Level 3
Liabilities
Contingent consideration		9,760		9,760		—		—		9,760
Convertible senior notes		85,640		1,272,766		—		1,272,766		—
Long-term debt		175,402		175,402		—		—		175,402
Finance obligations		181,553		181,553		—		—		181,553

(1) Included in “Cash and cash equivalents” in our unaudited interim condensed consolidated balance sheets as of March 31, 2021, in addition to cash of $4.3 billion.

The fair values for available-for-sale securities are based on prices obtained from an independent pricing service. Available-for-sale securities are characterized as Level 2 assets, as their fair values are determined using observable market inputs.

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Operating and Finance Lease Liabilities

3 Months Ended

Mar. 31, 2021

Operating and Finance Lease Liabilities

Operating and Finance Lease Liabilities

17.  Operating and Finance Lease Liabilities

As of March 31, 2021, the Company had operating leases, as lessee, primarily associated with sale/leaseback transactions that are partially secured by restricted cash, security deposits and pledged escrows (see also Note 1, “Nature of Operations”) as summarized below.  These leases expire over the next one to nine years. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease.  

Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote.  At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with the lessor to renew the lease at market rental rates.  No residual value guarantees are contained in the leases.  No financial covenants are contained within the lease, however there are customary operational covenants such as assurance the Company properly maintains the leased assets and carries appropriate insurance, etc.  The leases include credit support in the form of either cash, collateral or letters of credit.  See Note 20, “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.  The fair value of this finance obligation approximated the carrying value as of March 31, 2021.

Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of March 31, 2021 were as follows (in thousands):

			Finance		Total
		Operating Lease	Lease		Lease
		Liability	Liability		Liabilities
Remainder of 2021	$	24,082	$	1,874	$	25,956
2022		29,050		2,471		31,521
2023		29,107		2,446		31,553
2024		29,097		2,529		31,626
2025 and thereafter		56,232		3,103		59,335
Total future minimum payments		167,568		12,423		179,991
Less imputed interest		(45,257)		(2,122)		(47,379)
Total	$	122,311	$	10,301	$	132,612

Rental expense for all operating leases was $8.0 million and $4.8 million for the three months ended March 31, 2021 and 2020, respectively.  

The gross profit on sale/leaseback transactions for all operating leases was $16.0 million and $5.3 million for the three months ended March 31, 2021 and 2020, respectively. Right of use assets for sale/leaseback transactions obtained in exchange for new operating lease liabilities was $11.9 million and $5.2 million for the three months ended March 31, 2021 and 2020, respectively.

At March 31, 2021 and December 31, 2020, the right of use assets associated with operating leases was $124.5 million and $117.0 million, respectively.  The accumulated depreciation for these right of use assets was $50.3 million and $48.6 million at March 31, 2021 and December 31, 2020, respectively.

At March 31, 2021 and December 31, 2020, the right of use assets associated with finance leases was $11.3 million and $5.7 million, respectively. The accumulated depreciation for these right of use assets was $143 thousand and $102 thousand at March 31, 2021 and December 31, 2020, respectively.  

At March 31, 2021 and December 31, 2020, security deposits associated with sale/leaseback transactions were $2.4 million and $5.8 million, respectively, and were included in other assets in the consolidated balance sheets.

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

		Three months ended		Three months ended
		March 31,2021		March 31, 2020
Cash payments (in thousands)	$	6,734	$	8,199
Weighted average remaining lease term (years)		5.77		4.22
Weighted average discount rate		11.6%		12.0%

Right of use assets obtained in exchange for new finance lease liabilities were $5.6 million and zero for the three months ended March 31, 2021 and 2020, respectively.

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

		Three months ended		Three months ended
		March 31, 2021		March 31, 2020
Cash payments (in thousands)	$	433	$	78
Weighted average remaining lease term (years)		5.1		7.51
Weighted average discount rate		7.2%		8.8%

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Finance Obligation

3 Months Ended

Mar. 31, 2021

Finance Obligation

Finance Obligation

18. 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, 2021 was $161.0 million, $24.7 million and $136.3 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheet. The outstanding balance of this obligation at December 31, 2020 was $157.7 million, $24.2 million and $133.5 million of which was classified as short-term and long-term, respectively. The amount is amortized using the effective interest method. The fair value of this finance obligation approximated the carrying value as of March 31, 2021 and December 31, 2020.

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, 2021 was $21.8 million, $7.4 million and $14.4 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheet.  The outstanding balance of this obligation at December 31, 2020 was $23.9 million, $8.0 million and $15.9 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheets.  The fair value of this finance obligation approximated the carrying value as of both March 31, 2021 and December 31, 2020.

Future minimum payments under finance obligations notes above as of March 31, 2021 were as follows (in thousands):

					Total
		Sale of Future		Sale/leaseback	Finance
		revenue - debt		financings	Obligations
Remainder of 2021	$	31,738	$	6,795	$	38,533
2022		41,554		4,976		46,530
2023		41,554		3,149		44,703
2024		41,554		16,154		57,708
2025 and thereafter		59,449		—		59,449
Total future minimum payments		215,849		31,074		246,923
Less imputed interest		(54,827)		(9,305)		(64,132)
Total	$	161,022	$	21,769	$	182,791

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

		Three months ended		Three months ended
		March 31, 2021		March 31, 2020
Cash payments (in thousands)	$	12,816	$	9,879
Weighted average remaining term (years)		4.9		4.3
Weighted average discount rate		11.2%		11.1%

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Investments

3 Months Ended

Mar. 31, 2021

Investments

Investments

19. Investments

The gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale at March 31, 2021 are summarized as follows (in thousands):

		Amortized	Gross		Gross		Fair		Allowance for
		Cost	Unrealized Gains		Unrealized Losses		Value		Credit Losses
Corporate bonds	$	99,239	$	—	$	(68)	$	99,171	$	—
Commercial paper		305,929		160		—		306,089		—
Totals	$	405,168	$	160	$	(68)	$	405,260	$	—

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

	March 31, 2021
		Amortized	Fair
Maturity:		Cost	Value
Within one year	$	375,804	$	375,927
After one through five years		29,364		29,333
Totals	$	405,168	$	405,260

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

20.  Commitments and Contingencies

Restricted Cash

In connection with certain of the above noted sale/leaseback agreements, cash of $198.6 million was required to be restricted as security as of March 31, 2021, which restricted cash will be released over the lease term. As of March 31, 2021, the Company also had certain letters of credit backed by restricted cash totaling $144.4 million that are security for the above noted sale/leaseback agreements.

Litigation

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

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable and marketable securities. Cash and restricted cash are maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $0.25 million. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s available-for-sale securities consists primarily of investments in commercial paper and short-term high credit quality corporate debt securities.

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, 2021, two customers comprised approximately 67.7% of the total accounts receivable balance. At December 31, 2020, three customers comprised approximately 73.9% of the total accounts receivable balance.

For the three months ended March 31, 2021, 71.2% of total consolidated revenues were associated primarily with three customers. For the three months ended March 31, 2020 65.9% of total consolidated revenues were associated primarily with two customers. 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.

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2021

Employee Benefit Plans

Employee Benefit Plans

21. Employee Benefit Plans

2011 Stock Option and Incentive Plan

On May 12, 2011, the Company’s stockholders approved the 2011 Stock Option and Incentive Plan (the “2011 Plan”). The 2011 Plan provided for the issuance of up to a maximum number of shares of common stock equal to the sum of (i) 1,000,000, plus (ii) the number of shares of common stock underlying any grants pursuant to the 2011 Plan or the Plug Power Inc. 1999 Stock Option and Incentive Plan that are forfeited, canceled, repurchased or are terminated (other than by exercise). The shares may be issued pursuant to stock options, stock appreciation rights, restricted stock awards and certain other equity-based awards granted to employees, directors and consultants of the Company. No further grants may be made under the 2011 Plan after May 12, 2021. Through various amendments to the 2011 Plan approved by the Company’s stockholders, the number of shares of the Company’s common stock authorized for issuance under the 2011 Plan has been increased to 42.4 million. The Company recorded expense of approximately $8.5 million and $2.5 million, for the three months ended March 31, 2021 and 2020, respectively, in connection with the 2011 Plan.

At March 31, 2021, there were outstanding options to purchase approximately 9.0 million shares of common stock. Options for employees issued under this plan generally vest in equal annual installments over three years and expire ten years after issuance. Options granted to members of the Board generally vest one year after issuance. To date, options granted under the 2011 Plan have vesting provisions ranging from one to three years in duration and expire ten years after issuance.

Compensation cost associated with employee stock options represented approximately $3.3 million and $1.4 million of the total share-based payment expense recorded for the three months ended March 31, 2021 and March 31, 2020, respectively. The Company estimates the fair value of stock options using a Black-Scholes valuation model, and the resulting fair value is recorded as compensation cost on a straight-line basis over the option vesting period. Key inputs and assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of the Company’s stock, an appropriate risk-free rate, and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. The assumptions made for purposes of estimating fair value under the Black-Scholes model for the 581,000 and 85,000 options granted during the three months ended March 31, 2021 and 2020, respectively, were as follows:

	March 31,	March 31,
	2021	2020
Expected term of options (years)	6	6
Risk free interest rate	0.61% - 0.73%	0.69% - 1.37%
Volatility	72.46%	64.19%

There was no expected dividend yield for the employee stock options granted.

The Company used the simplified method in determining its expected term of all its stock option grants in all periods presented. The simplified method was used because the Company does not believe historical exercise data provides a reasonable basis for the expected term of its grants, primarily as a result of the limited number of stock option exercises that have historically occurred. The Company expects to cease using the simplified method to determine its expected term for stock option grants in the second quarter of  2021.  The estimated stock price volatility was derived from the Company’s actual historic stock prices over the past six years, which represents the Company’s best estimate of expected volatility.

A summary of stock option activity for the quarter ended March 31, 2021 is as follows (in thousands except share amounts):

				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
		Exercise		Contractual	Intrinsic
	Shares	Price		Terms	Value
Options outstanding at December 31, 2020	10,284,498	$	5.78	7.8	$	289,316
Granted	581,000		65.72	—		—
Exercised	(1,811,274)		2.65	—		—
Forfeited	(33,333)		1.74	—		—
Expired	—		—	—		—
Options outstanding at March 31, 2021	9,020,891	$	15.18	8.1	$	247,964
Options exercisable at March 31, 2021	2,284,519		2.07	5.7		77,143
Options unvested at March 31, 2021	6,736,372	$	11.73	8.9	$	170,820

The weighted average grant-date fair value of options granted during the three months ended March 31, 2021 and 2020 was $31.78 and $2.80, respectively. As of March 31, 2021, there was approximately $40.5 million of unrecognized compensation cost related to stock option awards to be recognized over the next three years. The total fair value of stock options that vested during the three months ended March 31, 2021 and 2020 was approximately $2.9 million and $1.2 million, respectively.

Restricted stock awards generally vest in equal installments over a period of one to three years. Restricted stock awards are valued based on the closing price of the Company’s common stock on the date of grant, and compensation cost is recorded on a straight-line basis over the share vesting period. The Company recorded expense associated with its restricted stock awards of approximately $5.2 million and $1.0 million, for the three months ended March 31, 2021 and 2020, respectively. Additionally, for the three months ended March 31, 2021 and 2020, there was $64.1 million and $7.4 million respectively, of unrecognized compensation cost related to restricted stock awards to be recognized over the next three years.

A summary of restricted stock activity for the year ended March 31, 2021 is as follows (in thousands except share amounts):

		Aggregate
		Intrinsic
	Shares	Value
Unvested restricted stock at December 31, 2020	5,874,642	$	—
Granted	555,000		—
Vested	(10,001)		—
Forfeited	(3,333)		—
Unvested restricted stock at March 31, 2021	6,416,308	$	229,960

401(k) Savings & Retirement Plan

The Company offers a 401(k) Savings & Retirement Plan to eligible employees meeting certain age and service requirements. This plan permits participants to contribute 100% of their salary, up to the maximum allowable by the Internal Revenue Service regulations. Participants are immediately vested in their voluntary contributions plus actual earnings or less actual losses thereon. Participants are vested in the Company’s matching contribution based on years of service completed. Participants are fully vested upon completion of three years of service. During 2018, the Company began funding its matching contribution in a combination of cash and common stock. The Company issued 12,513 shares of common stock and 133,250 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the three months ended March 31, 2021 and 2020, respectively.

The Company’s expense for this plan was approximately $1.3 million, and $529 thousand for the three months ended March 31, 2021 and 2020, respectively.

Non-Employee Director Compensation

Each non-employee director is paid an annual retainer for their services, in the form of either cash or stock compensation. The Company granted 2,653 shares of common stock and 14,833 shares of common stock to non-employee directors as compensation for the three months ended March 31, 2021 and 2020, 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 $85 thousand and $56 thousand for the three months ended March 31, 2021 and 2020, respectively.

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Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events

Subsequent Events

22. Subsequent Events

On June 3, 2021, the Company, Plug Power France, a wholly-owned subsidiary of the Company (“Plug Power France”), Renault SAS (“Renault”) and HyVia, a French société par actions simplifiée (“HyVia”), entered into a definitive Joint Venture Agreement and related agreements to consummate the parties’ previously announced joint venture based in France (the “France JV”). HyVia, the joint venture entity, plans to manufacture and sell fuel cell powered electric light commercial vehicles (“FCE-LCVs”) and to supply hydrogen fuel and fueling stations to support the FCE-LCV market, in each case primarily in Europe.  HyVia will be owned 50% by Plug Power France and 50% by Renault.  The Company and Renault will make investments into HyVia to support necessary funding and growth, and the Company and Renault expect to invest on a pro rata basis not less than €65 million through 2022.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Summary of Significant Accounting Policies

Restatement

Restatement

As previously disclosed in the Explanatory Note to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 10-K”), the Company restated its previously issued audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018 and its unaudited quarterly consolidated financial statements as of and for each of the quarterly periods ended March 31, 2020 and 2019, June 30, 2020 and 2019, September 30, 2020 and 2019 and December 31, 2019.

Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q for the periods affected by the restatement have not been amended. Accordingly, investors should not rely upon the Company’s previously released financial statements for these periods and any earnings releases or other communications relating to these periods, and, for these periods, investors should rely solely on the financial statements and other financial data for the relevant periods included in the 2020 10-K. Commencing with this quarterly report on Form 10-Q, we will include in our quarterly reports for fiscal 2021 restated results for the corresponding interim periods of fiscal 2020.

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.

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 2020 10-K.

The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2020 has been derived from the Company’s December 31, 2020 audited consolidated financial statements.

There have been no changes in our accounting policies from those reported in our 2020 10-K, except for the adoption of Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40),  as described in the Recently Adopted Accounting Guidance section. We have also expanded our accounting policy relating to cash equivalents, and available-for-sale securities as follows:

Cash Equivalents

Cash Equivalents

The Company considers all highly-liquid debt securities with original maturities of three months or less to be cash equivalents. At March 31, 2021, cash equivalents consist of commercial paper with original maturities of three months or less. Due to their short-term nature, the carrying amounts reported in the unaudited interim condensed consolidated balance sheets approximate the fair value of cash and cash equivalents.

Available-for-sale securities

Available-for-sale securities

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

Available-for-sale securities are recorded at fair value as of each balance sheet date. As of each balance sheet date, unrealized gains and losses, with the exception of credit related losses, are recorded to Accumulated Other Comprehensive Income. Any credit related losses are recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to operations.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

Other than the adoption of the accounting guidance mentioned in our 2020 10-K and ASU 2020-06, there have been no other significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.

On January 1, 2021, we early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) using the modified retrospective approach. Consequently, the Company’s 3.75% Convertible Senior Notes due 2025, which is referred to herein as the 3.75% Convertible Senior Notes, is now accounted for as a single liability measured at its amortized cost. This accounting change removed the impact of recognizing the equity component of the Company’s convertible notes at issuance and the subsequent accounting impact of additional interest expense from debt discount amortization. Future interest expense of the convertible notes will be lower as a result of adoption of this guidance and net loss per share will be computed using the if-converted method for convertible instruments. The cumulative effect of the accounting change upon adoption on January 1, 2021 increased the carrying amount of the 3.75% Convertible Senior Notes by $120.7 million, reduced accumulated deficit by $9.6 million and reduced additional paid-in capital by $130.2 million.

Recent Accounting Guidance Not Yet Effective

All issued but not yet effective accounting and reporting standards as of March 31, 2021 are either not applicable to the Company or are not expected to have a material impact on the Company.

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2021

Giner ELX, Inc

Schedule of fair value of consideration paid

Cash	$	25,820
Plug Power common stock		19,263
Contingent consideration		7,790
Total consideration	$	52,873

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

Accounts receivable	$	1,237
Inventory		4,108
Prepaid expenses and other assets		669
Property, plant and equipment		596
Identifiable intangibles		29,930
Accounts payable, accrued expenses and other liabilities		(1,621)
Deferred revenue		(2,350)
Deferred tax liability, net		(5,889)
Total net assets acquired, excluding goodwill	$	26,680

Business combination segment allocation

Consideration paid	$	52,873
Less: net assets acquired		(26,680)
Total goodwill recognized	$	26,193

United Hydrogen Group Inc

Schedule of fair value of consideration paid

Cash	$	19,293
Plug Power Stock		30,410
Contingent consideration		1,110
Total consideration	$	50,813

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

Accounts receivable	$	444
Inventory		89
Prepaid expenses and other assets		1,152
Property, plant and equipment		41,244
Leased property		796
Identifiable intangible asset		2,338
Long-term debt		(11,336)
Unfavorable customer contract		(15,757)
Accounts payable, accrued expenses, deferred revenue and finance obligations		(4,631)
Total net assets acquired, excluding goodwill	$	14,339

Business combination segment allocation

Consideration paid	$	50,813
Less: net assets acquired		(14,339)
Total goodwill recognized	$	36,474

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Extended Maintenance Contracts (Tables)

3 Months Ended

Mar. 31, 2021

Extended Maintenance Contracts

Schedule of accrual for loss contracts

The following table shows the rollforward of balance in the accrual for loss contracts, including changes due to the passage of time, additions, and changes in estimates (in thousands):

	March 31,		December 31,
	2021		2020
Beginning Balance	$	24,013	$	3,702
Provision for Loss Accrual		1,485		35,473
Released to Service Cost of Sales		(1,846)		(2,348)
Released to Provision for Warrants		—		(12,814)
Ending Balance	$	23,652	$	24,013

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share

Schedule of potential dilutive common shares

	At March 31,
	2021	2020
Stock options outstanding (1)	9,020,891	19,803,872
Restricted stock outstanding (2)	6,416,308	4,600,227
Common stock warrants (3)	88,264,726	110,573,392
Preferred stock (4)	—	2,782,075
Convertible Senior Notes (5)	39,170,766	59,133,896
Number of dilutive potential shares of common stock	142,872,691	196,893,462

(1) During the three months ended March 31, 2021 and 2020, the Company granted 581,000 and 85,000 stock options, respectively.

(2) During the three months ended March 31, 2021 and 2020, the Company granted 555,000 and zero shares of restricted stock, respectively.

(3) In April 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Amazon, subject to certain vesting events, as described in Note 13, “Warrant Transaction Agreements. The warrant had been exercised with respect to 9,214,449 shares as of March 31, 2021.  

In July 2017, the Company issued a warrant to acquire up to 55,286,696 of the Company’s common stock as part of a transaction agreement with Walmart, subject to certain vesting events, as described in Note 13, “Warrant Transaction Agreements.” The warrant had been exercised with respect to 13,094,217 shares as of March 31, 2021.

(4) The preferred stock amount at March 31, 2020 represents the dilutive potential on the shares of common stock as a result of the conversion of the Series C Redeemable Convertible Preferred Stock (Series C Preferred Stock) based on the conversion price as of March 31, 2020. Of the 10,431 shares of Series C Preferred Stock issued on May 16, 2013, all shares had been converted to common stock as of December 31, 2020.  

(5) In March 2018, the Company issued the 5.5% Convertible Senior Notes due 2023, which is referred to herein as the 5.5% Convertible Senior Notes. In September 2019, the Company issued the 7.5% Convertible Senior Note due 2023, which we refer to herein as the 7.5% Convertible Senior Note, which was fully converted into 16.0 million shares of common stock on July 1, 2020. In May 2020, the Company issued the 3.75% Convertible Senior Notes and repurchased $66.3 million of the 5.5% Convertible Senior Notes.  In the fourth quarter of 2020, $33.5 million of the remaining 5.5% Convertible Senior Notes converted into 14.6 million shares of common stock. The remaining $160 thousand aggregate principal amount of the 5.5% Convertible Senior Notes were converted in January 2021. During the first quarter of 2021, $15.2 million of the 3.75% Convertible Senior Notes were converted, resulting in the issuance of 3,016,036 shares of common stock.

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Inventory (Tables)

3 Months Ended

Mar. 31, 2021

Inventory

Schedule of Inventory

Inventory as of March 31, 2021 and December 31, 2020 consisted of the following (in thousands):

	March 31,		December 31,
	2021		2020
Raw materials and supplies - production locations	$	123,450	$	92,221
Raw materials and supplies - customer locations		12,538		12,405
Work-in-process		46,118		29,349
Finished goods		5,626		5,411
Inventory	$	187,732	$	139,386

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Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Tables)

3 Months Ended

Mar. 31, 2021

Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net

Schedule of leased property

Leased property at March 31, 2021 and December 31, 2020 consisted of the following (in thousands):

	March 31,		December 31,
	2021		2020
Equipment related to power purchase agreements and fuel delivered to customers	$	90,878	$	92,736
Less: accumulated depreciation		(16,664)		(16,929)
Equipment related to power purchase agreements and fuel delivered to customers, net		74,214		75,807

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment.

Schedule of Property plant and equipment

Property, plant and equipment at March 31, 2021 and December 31, 2020 consists of the following (in thousands):

	March 31, 2021		December 31, 2020
Land		1,165		1,165
Leasehold improvements	$	1,378	$	1,121
Software, machinery and equipment		104,071		94,449
Property, plant, and equipment		106,614		96,735
Less: accumulated depreciation		(23,791)		(22,186)
Property, plant, and equipment, net	$	82,823	$	74,549

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Intangible Assets and Goodwill (Tables)

3 Months Ended

Mar. 31, 2021

Intangible Assets and Goodwill

Schedule of Intangible assets

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of March 31, 2021 were as follows (in thousands):

	Weighted Average	Gross Carrying		Accumulated
	Amortization Period	Amount		Amortization		Total
Acquired technology	10 years	$	13,092	$	(4,260)	$	8,832
Customer relationships, Non-compete agreements, Backlog & Trademark	6 years		890		(329)		561
In process research and development	Indefinite		29,000		—		29,000
		$	42,982	$	(4,589)	$	38,393

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2020 were as follows (in thousands):

	Weighted Average	Gross Carrying		Accumulated
	Amortization Period	Amount		Amortization		Total
Acquired technology	10 years	$	13,697	$	(4,042)	$	9,655
Customer relationships, Non-compete agreements, Backlog & Trademark	6 years		890		(294)		596
In process research and development	Indefinite		29,000		—		29,000
		$	43,587	$	(4,336)	$	39,251

Schedule of future amortization of intangible assets

The estimated amortization expense for subsequent years is as follows (in thousands):

Remainder of 2021	$	1,093
2022		1,458
2023		1,458
2024		1,436
2025 and thereafter		3,948
Total	$	9,393

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2021

Long-Term Debt

Summary of principal payments of long term debt

As of March 31, 2021, the Term Loan Facility requires the principal balance as of each of the following dates not to exceed the following (in thousands):

December 31, 2021	$	127,317
December 31, 2022		93,321
December 31, 2023		62,920
December 31, 2024		33,692
December 31, 2025		—

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Convertible Senior Notes (Tables) - 3.75% Convertible Senior Notes

3 Months Ended

Mar. 31, 2021

Debt Instrument [Line Items]

Schedule of net proceeds from the Convertible Senior Notes

	Amount
	(in thousands)
Principal amount	$	212,463
Less initial purchasers' discount		(6,374)
Less cost of related capped calls		(16,253)
Less other issuance costs		(617)
Net proceeds	$	189,219

Schedule of Convertible Senior Notes

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

	March 31,
	2021
Principal amounts:
Principal	$	197,278
Unamortized debt issuance costs (1)		(5,510)
Net carrying amount	$	191,768

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

Schedule of debt

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

	March 31,
	2021
Interest Expense	$	1,897
Amortization of Debt Issuance Costs		1,258
Total		3,155
Effective Interest Rate		4.5%

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Warrant Transaction Agreements (Tables)

3 Months Ended

Mar. 31, 2021

Warrant Transaction Agreements

Schedule of warranty assumptions

	December 31, 2020	November 2, 2020
Risk-free interest rate	0.58%	0.58%
Volatility	75.00%	75.00%
Expected average term	6.26	6.42
Exercise price	$13.81	$13.81
Stock price	$33.91	$15.47

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Revenue (Tables)

3 Months Ended

Mar. 31, 2021

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,
	2021		2020
Sales of fuel cell systems	$	26,419	$	14,732
Sale of hydrogen installations and other infrastructure		20,353		5,736
Services performed on fuel cell systems and related infrastructure		6,045		6,521
Power Purchase Agreements		7,826		6,421
Fuel delivered to customers		11,127		7,333
Other		188		76
Net revenue	$	71,958	$	40,819

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

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

	March 31,		December 31,
	2021		2020
Accounts receivable	$	42,632	$	43,041
Contract assets		17,009		18,189
Contract liabilities		72,897		76,285

Schedule of changes in contract assets and the contract liabilities

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

Contract assets	Three months ended
	March 31, 2021
Transferred to receivables from contract assets recognized at the beginning of the period	$	(2,625)
Revenue recognized and not billed as of the end of the period		1,445
Net change in contract assets		(1,180)

Contract liabilities	Three months ended
	March 31, 2021
Increases due to cash received, net of amounts recognized as revenue during the period	$	13,045
Revenue recognized that was included in the contract liability balance as of the beginning of the period		(16,433)
Net change in contract liabilities	$	(3,388)

Schedule of Estimated future revenue

The following table includes estimated revenue included in the backlog expected to be recognized in the future (sales of fuel cell systems and hydrogen installations are expected to be recognized as revenue within one year; sales of services and PPAs are expected to be recognized as revenue over five to seven years) 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,
	2021
Sales of fuel cell systems	$	66,033
Sale of hydrogen installations and other infrastructure		69,678
Services performed on fuel cell systems and related infrastructure		105,852
Power Purchase Agreements		185,431
Fuel delivered to customers		64,555
Other rental income		2,894
Total estimated future revenue	$	494,443

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

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, 2021
		Carrying		Fair		Fair Value Measurements
		Amount		Value		Level 1		Level 2		Level 3
Assets
Cash equivalents (1)	$	93,941	$	93,941	$	—	$	93,941	$	—
Corporate bonds		99,171		99,171		—		99,171		—
Commercial paper		306,089		306,089		—		306,089		—
Liabilities
Contingent consideration		10,550		10,550		—		—		10,550
Convertible senior notes		191,768		1,320,952		—		1,320,952		—
Long-term debt		161,259		161,259		—		—		161,259
Finance obligations		182,791		182,791		—		—		182,791
		As of December 31, 2020
		Carrying		Fair		Fair Value Measurements
		Amount		Value		Level 1		Level 2		Level 3
Liabilities
Contingent consideration		9,760		9,760		—		—		9,760
Convertible senior notes		85,640		1,272,766		—		1,272,766		—
Long-term debt		175,402		175,402		—		—		175,402
Finance obligations		181,553		181,553		—		—		181,553

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Operating and Finance Lease Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Operating and Finance Lease Liabilities

Schedule of future minimum lease payments under noncancelable operating leases - as lessee

Future minimum lease payments under operating and finance leases (with initial or remaining lease terms in excess of one year) as of March 31, 2021 were as follows (in thousands):

			Finance		Total
		Operating Lease	Lease		Lease
		Liability	Liability		Liabilities
Remainder of 2021	$	24,082	$	1,874	$	25,956
2022		29,050		2,471		31,521
2023		29,107		2,446		31,553
2024		29,097		2,529		31,626
2025 and thereafter		56,232		3,103		59,335
Total future minimum payments		167,568		12,423		179,991
Less imputed interest		(45,257)		(2,122)		(47,379)
Total	$	122,311	$	10,301	$	132,612

Schedule of operating leases other information

		Three months ended		Three months ended
		March 31,2021		March 31, 2020
Cash payments (in thousands)	$	6,734	$	8,199
Weighted average remaining lease term (years)		5.77		4.22
Weighted average discount rate		11.6%		12.0%

Schedule of finance leases other information

		Three months ended		Three months ended
		March 31, 2021		March 31, 2020
Cash payments (in thousands)	$	433	$	78
Weighted average remaining lease term (years)		5.1		7.51
Weighted average discount rate		7.2%		8.8%

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Finance Obligation (Tables)

3 Months Ended

Mar. 31, 2021

Sale Leaseback Transaction [Line Items]

Schedule of finance leases other information

		Three months ended		Three months ended
		March 31, 2021		March 31, 2020
Cash payments (in thousands)	$	433	$	78
Weighted average remaining lease term (years)		5.1		7.51
Weighted average discount rate		7.2%		8.8%

Finance obligation

Sale Leaseback Transaction [Line Items]

Schedule of future minimum lease payments under noncancelable finance leases

Future minimum payments under finance obligations notes above as of March 31, 2021 were as follows (in thousands):

					Total
		Sale of Future		Sale/leaseback	Finance
		revenue - debt		financings	Obligations
Remainder of 2021	$	31,738	$	6,795	$	38,533
2022		41,554		4,976		46,530
2023		41,554		3,149		44,703
2024		41,554		16,154		57,708
2025 and thereafter		59,449		—		59,449
Total future minimum payments		215,849		31,074		246,923
Less imputed interest		(54,827)		(9,305)		(64,132)
Total	$	161,022	$	21,769	$	182,791

Schedule of finance leases other information

		Three months ended		Three months ended
		March 31, 2021		March 31, 2020
Cash payments (in thousands)	$	12,816	$	9,879
Weighted average remaining term (years)		4.9		4.3
Weighted average discount rate		11.2%		11.1%

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Investments (Tables)

3 Months Ended

Mar. 31, 2021

Investments

Schedule of gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale

The gross unrealized gains and losses, and the amortized cost, allowance for credit losses, and fair value of those investments classified as available-for-sale at March 31, 2021 are summarized as follows (in thousands):

		Amortized	Gross		Gross		Fair		Allowance for
		Cost	Unrealized Gains		Unrealized Losses		Value		Credit Losses
Corporate bonds	$	99,239	$	—	$	(68)	$	99,171	$	—
Commercial paper		305,929		160		—		306,089		—
Totals	$	405,168	$	160	$	(68)	$	405,260	$	—

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

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

	March 31, 2021
		Amortized	Fair
Maturity:		Cost	Value
Within one year	$	375,804	$	375,927
After one through five years		29,364		29,333
Totals	$	405,168	$	405,260

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Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2021

Employee Benefit Plans

Assumptions made for the purpose of estimating fair value

	March 31,	March 31,
	2021	2020
Expected term of options (years)	6	6
Risk free interest rate	0.61% - 0.73%	0.69% - 1.37%
Volatility	72.46%	64.19%

Schedule of Share-based Compensation, Stock Options, Activity

A summary of stock option activity for the quarter ended March 31, 2021 is as follows (in thousands except share amounts):

				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
		Exercise		Contractual	Intrinsic
	Shares	Price		Terms	Value
Options outstanding at December 31, 2020	10,284,498	$	5.78	7.8	$	289,316
Granted	581,000		65.72	—		—
Exercised	(1,811,274)		2.65	—		—
Forfeited	(33,333)		1.74	—		—
Expired	—		—	—		—
Options outstanding at March 31, 2021	9,020,891	$	15.18	8.1	$	247,964
Options exercisable at March 31, 2021	2,284,519		2.07	5.7		77,143
Options unvested at March 31, 2021	6,736,372	$	11.73	8.9	$	170,820

Nonvested Restricted Stock Shares Activity

A summary of restricted stock activity for the year ended March 31, 2021 is as follows (in thousands except share amounts):

		Aggregate
		Intrinsic
	Shares	Value
Unvested restricted stock at December 31, 2020	5,874,642	$	—
Granted	555,000		—
Vested	(10,001)		—
Forfeited	(3,333)		—
Unvested restricted stock at March 31, 2021	6,416,308	$	229,960

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Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Jan. 31, 2021	Jan. 01, 2021	Dec. 31, 2020	May 31, 2020	May 29, 2020	May 18, 2020
Summary of Significant Accounting Policies
Interest rate (as a percent)	3.75%		3.75%
Convertible Debt		$ 120,700
Accumulated deficit	$ (1,997,684)	9,600		$ (1,946,488)
Additional paid-in capital	$ 6,949,938	$ 130,200		$ 3,446,650
3.75% Convertible Senior Notes
Summary of Significant Accounting Policies
Interest rate (as a percent)	3.75%				3.75%	3.75%	3.75%

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Acquisitions - Fair value of consideration (Details) - USD ($) $ in Thousands	Jun. 22, 2020	Jun. 18, 2020
Giner ELX, Inc
Cash	$ 25,820
Plug Power common Stock	19,263
Contingent consideration	7,790
Total consideration	$ 52,873
United Hydrogen Group Inc
Cash		$ 19,293
Plug Power common Stock		30,410
Contingent consideration		1,110
Total consideration		$ 50,813

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Acquisitions - Allocation Of Purchase Price (Details) - USD ($) $ in Thousands	Jun. 22, 2020	Jun. 18, 2020
Giner ELX, Inc
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Accounts receivable	$ 1,237
Inventory	4,108
Prepaid expenses and other assets	669
Property, Plant and equipment	596
Identifiable intangibles	29,930
Accounts payable, accrued expenses, deferred revenue and finance obligations	(1,621)
Deferred revenue	(2,350)
Deferred tax liability, net	(5,889)
Total net assets acquired, excluding goodwill	$ 26,680
United Hydrogen Group Inc
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Accounts receivable		$ 444
Inventory		89
Prepaid expenses and other assets		1,152
Property, Plant and equipment		41,244
Leased property		796
Identifiable intangibles		2,338
Long-term debt		(11,336)
Unfavorable customer contract		(15,757)
Accounts payable, accrued expenses, deferred revenue and finance obligations		(4,631)
Total net assets acquired, excluding goodwill		$ 14,339

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Acquisitions - Goodwill (Details) - USD ($) $ in Thousands	Jun. 22, 2020	Jun. 18, 2020	Mar. 31, 2021	Dec. 31, 2020
Total goodwill recognized			$ 71,964	$ 72,387
Giner ELX, Inc
Consideration paid	$ 52,873
Less: net assets acquired	(26,680)
Total goodwill recognized	$ 26,193
United Hydrogen Group Inc
Consideration paid		$ 50,813
Less: net assets acquired		(14,339)
Total goodwill recognized		$ 36,474

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Acquisitions - Narratives (Details) $ in Thousands			1 Months Ended	3 Months Ended	12 Months Ended
	Jun. 22, 2020 USD ($) item	Jun. 18, 2020 USD ($)	Apr. 30, 2020 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Change in fair value				$ 790
Giner ELX, Inc
Percentage of outstanding shares	100.00%
Earn-out payments	$ 16,000			7,800
Achievement of Allagash earn out	8,000
Receipt of certain customer opportunities	2,000
Achievement of revenue targets	$ 6,000
Number of electrolyzer stacks | item	2
Increase in goodwill					$ 700
Warrants term	2 years
Increase in other liabilities					700
Reduction to valuation allowance					5,200
Unrecognized tax benefits released due to expiration of stature of limitations					5,200
Fair value contingent estimated				10,400	9,600
Change in fair value				800	1,800
Deferred tax liability	$ 5,889
Giner ELX, Inc | Non achieving of allagash earn out revenue by July 31, 2033
Percentage of monthly reduction of contingent consideration	8.33%
Giner ELX, Inc | Earn-out revenue exceeds 150% of target stated for year 2023
Warrants	$ 5,000
Giner ELX, Inc | Earn-out revenue exceeds 200% of target stated for year 2023
Warrants	$ 10,000
United Hydrogen Group Inc
Percentage of outstanding shares		100.00%
Earn-out payments		$ 1,100		200	$ 200
Cash paid in respect to certain indebtedness			$ 1,000
Payment made on achievement of first milestone		300
Change in fair value of contingent consideration due to reduction in the probability assessment		610
Increase in goodwill		200
Decrease in long term debt		1,700
Increase in other liabilities		$ 1,900
United Hydrogen Group Inc | Common Stock
Value of shares of common stock issued			$ 6,500
Developed Technology Rights | United Hydrogen Group Inc
Fair value of acquisition				2,300
In process R&D | Giner ELX, Inc
Fair value of acquisition				29,000
Customer Relationships | Giner ELX, Inc
Fair value of acquisition				400
Wet Stack Technology | Giner ELX, Inc
Fair value of acquisition				$ 400

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Extended Maintenance Contracts (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Provision for Loss Accrual
Beginning Balance	$ 24,013	$ 3,702
Provision for Loss Accrual	1,485	35,473
Released to Service Cost of Sales	(1,846)	(2,348)
Released to Provision for Warrants		(12,814)
Ending Balance	$ 23,652	$ 24,013

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Earnings Per Share - Dilutive Potential Common Shares (Details) - USD ($) $ in Thousands					3 Months Ended
	Jun. 11, 2021	Jan. 07, 2021	Jul. 01, 2020	May 16, 2013	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Jan. 01, 2021	May 31, 2020	May 29, 2020	May 18, 2020	Sep. 30, 2019	Mar. 31, 2018	Mar. 18, 2018	Jul. 31, 2017	Jul. 20, 2017	Apr. 30, 2017	Apr. 04, 2017
Earnings Per Share
Number of dilutive potential common stock					142,872,691		196,893,462
Number of warrants exercised (in shares)					16,489,014
Interest rate (as a percent)					3.75%			3.75%
Conversion of notes through common stock issuance			16,000,000.0
3.75% Convertible Senior Notes
Earnings Per Share
Principal amount					$ 197,278				$ 212,463	$ 12,500	$ 200,000
Interest rate (as a percent)					3.75%				3.75%	3.75%	3.75%
Conversion of notes through common stock issuance					3,016,036
Convertible Notes Payable					$ 15,200
5.5% Convertible Senior Notes
Earnings Per Share
Principal amount		$ 160				$ 33,500					$ 100,000		$ 100,000
Debt Instrument, Repurchased Face Amount									$ 66,300
Interest rate (as a percent)		5.50%			5.50%	5.50%			5.50%		5.50%		5.50%	5.50%
Conversion of notes through common stock issuance		69,808				14,600,000
Convertible Notes Payable						$ 33,500
Outstanding balance						$ 160
7.5% Convertible Senior Note
Earnings Per Share
Interest rate (as a percent)			7.50%									7.50%
Stock options
Earnings Per Share
Stock options granted					581,000		85,000
Warrant Transaction Agreements
Earnings Per Share
Shares of common stock that can be purchased from warrants issued (in shares)																	55,286,696	55,286,696
Number of warrants exercised (in shares)	4,534,130				9,214,449
Warrants issued with the Walmart Stores, Inc transaction agreement
Earnings Per Share
Shares of common stock that can be purchased from warrants issued (in shares)															55,286,696	55,286,696
Number of warrants exercised (in shares)					13,094,217	5,819,652
Series C redeemable convertible preferred stock
Earnings Per Share
Temporary Equity, Stock Issued During Period, Shares, New Issues				10,431
Stock options
Earnings Per Share
Number of dilutive potential common stock					9,020,891		19,803,872
Stock options granted					581,000		85,000
Restricted stock outstanding
Earnings Per Share
Number of dilutive potential common stock					6,416,308		4,600,227
Stock options granted					555,000		0
Warrant
Earnings Per Share
Number of dilutive potential common stock					88,264,726		110,573,392
Preferred stock
Earnings Per Share
Number of dilutive potential common stock							2,782,075
Convertible senior notes
Earnings Per Share
Number of dilutive potential common stock					39,170,766		59,133,896

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Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Inventory
Raw materials and supplies - production locations	$ 123,450	$ 92,221
Raw materials and supplies - customer locations	12,538	12,405
Work-in-process	46,118	29,349
Finished goods	5,626	5,411
Inventory	$ 187,732	$ 139,386

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Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net
Lessor property and equipment related to power purchase agreements	$ 90,878	$ 92,736
Less: accumulated depreciation	(16,664)	(16,929)
Lessor property and equipment related to power purchase agreements, net	$ 74,214	$ 75,807

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Equipment Related to Power Purchase Agreements and Fuel Delivered to Customers, net - Future minimum lease payments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Lessor, Lease, Description [Line Items]
Depreciation expense	$ 1.8	$ 2.1
Minimum
Lessor, Lease, Description [Line Items]
Lease term	1 year
Maximum
Lessor, Lease, Description [Line Items]
Lease term	10 years

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Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Property, plant and equipment
Property, plant, and equipment, gross	$ 106,614		$ 96,735
Less: accumulated depreciation	(23,791)		(22,186)
Property, plant, and equipment, net	82,823		74,549
Depreciation expense	1,600	$ 900
Land
Property, plant and equipment
Property, plant, and equipment, gross	1,165		1,165
Leasehold Improvements
Property, plant and equipment
Property, plant, and equipment, gross	1,378		1,121
Software, machinery and equipment
Property, plant and equipment
Property, plant, and equipment, gross	$ 104,071		$ 94,449

XML

Intangible Assets and Goodwill - Gross Carrying Amount (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets
Gross Carrying Amount	$ 42,982	$ 43,587
Accumulated Amortization	(4,589)	(4,336)
Total	38,393	39,251
Goodwill	71,964	72,387
Currency translation loss on goodwill	(400)	(400)
Goodwill impairments	0	0
In process R&D
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets
Gross Carrying Amount	29,000	29,000
Total	$ 29,000	$ 29,000
Acquired Technology
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets
Weighted Average Amortization Period	10 years	10 years
Gross Carrying Amount	$ 13,092	$ 13,697
Accumulated Amortization	(4,260)	(4,042)
Total	$ 8,832	$ 9,655
Customer relationships, Backlog & Trademark
Gross carrying amount and accumulated amortization of acquired identifiable intangible assets
Weighted Average Amortization Period	6 years	6 years
Gross Carrying Amount	$ 890	$ 890
Accumulated Amortization	(329)	(294)
Total	$ 561	$ 596

XML

Intangible Assets and Goodwill - Estimated Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Intangible Assets and Goodwill
Amortization of Intangible Assets	$ 364	$ 175
Estimated amortization expense
Remainder of 2021	1,093
2022	1,458
2023	1,458
2024	1,436
2025 and thereafter	3,948
Total	$ 9,393

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Long-Term Debt (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Jan. 01, 2021	Dec. 31, 2019	Mar. 31, 2019
Long-Term Debt
Interest rate (as a percent)	3.75%		3.75%
Percent of securities in foreign subsidiaries guaranteed to secure debt	65.00%
Principal payments of long term debt
December 31, 2021	$ 127,317
December 31, 2022	93,321
December 31, 2023	62,920
December 31, 2024	33,692
Secured term loan facility | Loan and security agreement
Long-Term Debt
Borrowing		$ 100,000
Interest rate (as a percent)		9.50%		12.00%
Term Loan facility
Long-Term Debt
Incremental term loan	$ 151,500
Generate Lending, LLC | Secured term loan facility | Loan and security agreement
Long-Term Debt
Loan Amount					$ 100,000

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Convertible Senior Notes - Net proceeds (Details) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended
	Jan. 07, 2021 USD ($) shares	Jul. 01, 2020 shares	May 18, 2020 USD ($) D $ / shares	May 31, 2020 USD ($) shares	Mar. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Mar. 31, 2020 USD ($)	Jan. 01, 2021	Nov. 30, 2020 $ / shares	Aug. 31, 2020 $ / shares	May 29, 2020 USD ($)	Sep. 30, 2019	Mar. 31, 2018 USD ($)	Mar. 18, 2018
Convertible Senior Notes
Interest rate (as a percent)					3.75%			3.75%
Aggregate consideration for debt exchange					$ 15,345
Conversion of notes through common stock issuance | shares		16,000,000.0
Conversion of preferred stock to common stock							$ 441
Closing price of the company's stock | $ / shares									$ 22.25	$ 10.25
3.75% Convertible Senior Notes
Convertible Senior Notes
Principal amount			$ 200,000	$ 212,463	$ 197,278						$ 12,500
Interest rate (as a percent)			3.75%	3.75%	3.75%						3.75%
Conversion of notes through common stock issuance | shares					3,016,036
Conversion of preferred stock to common stock					$ 15,200
Maturity principal amount			$ 1
Conversion rates for the notes (in shares)			198.6196
Conversion price, per share | $ / shares			$ 5.03
Trading days | D			20
Consecutive trading days | D			30
Conversion price (as a percent)			130.00%
Number of business days			5 days
Number of consecutive trading days			5 days
Principal amount (as a percent)			98.00%
Percentage of principal amount to be redeemed			100.00%
Transaction costs for issuance			$ 7,000
Initial purchasers' discount			6,400	$ 6,374
Other issuance costs			$ 600	$ 617
Closing price of the company's stock | $ / shares					$ 35.84
Fair value of convertible senior notes					$ 1,300,000
3.75% Convertible Senior Notes | Minimum
Convertible Senior Notes
Redemption notice days			1 day
3.75% Convertible Senior Notes | Maximum
Convertible Senior Notes
Redemption notice days			3 days
7.5% Convertible Senior Note
Convertible Senior Notes
Interest rate (as a percent)		7.50%										7.50%
5.5% Convertible Senior Notes
Convertible Senior Notes
Principal amount	$ 160		$ 100,000			$ 33,500							$ 100,000
Interest rate (as a percent)	5.50%		5.50%	5.50%	5.50%	5.50%							5.50%	5.50%
Repurchase of convertible senior notes | shares				9,400,000
Aggregate repurchase of debt				$ 128,900
Aggregate consideration				90,200
Conversion of notes through common stock issuance | shares	69,808					14,600,000
Long-term borrowings						$ 160
Maturity principal amount				66,300
Gain on early debt extinguishment				$ 13,200
Gain (loss) on extinguishment of debt						$ 4,500

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Convertible Senior Notes - Conversion (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	May 18, 2020	May 31, 2020	Mar. 31, 2021	Mar. 31, 2020	May 29, 2020
Convertible Senior Notes
Net proceeds			$ 10,661	$ 9,024
3.75% Convertible Senior Notes
Convertible Senior Notes
Principal amount	$ 200,000	$ 212,463	$ 197,278		$ 12,500
Less initial purchasers' discount	(6,400)	(6,374)
Less cost of related capped calls		(16,253)
Less other issuance costs	$ (600)	(617)
Net proceeds		$ 189,219

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Convertible Senior Notes (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	May 31, 2020	May 29, 2020	May 18, 2020
Convertible Senior Notes
Net carrying amount	$ 191,768	$ 85,640
3.75% Convertible Senior Notes
Convertible Senior Notes
Principal	197,278		$ 212,463	$ 12,500	$ 200,000
Unamortized debt issuance costs	(5,510)
Net carrying amount	$ 191,768

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Convertible Senior Notes - Expenses and Interest (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Debt Instrument [Line Items]
Amortization of Debt Issuance Costs	$ 1,092	$ 2,716
3.75% Convertible Senior Notes
Debt Instrument [Line Items]
Interest Expense	1,897
Amortization of Debt Issuance Costs	1,258
Total	$ 3,155
Effective Interest Rate	4.50%

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Convertible Senior Notes - Capped Call and Common Stock Forward (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended			3 Months Ended
	May 18, 2020	Apr. 30, 2021	Nov. 30, 2020	Aug. 31, 2020	Mar. 31, 2021	Dec. 31, 2020	Jan. 07, 2021	Jan. 01, 2021	Jul. 01, 2020	May 31, 2020	May 29, 2020	Sep. 30, 2019	Mar. 31, 2018	Mar. 18, 2018
Capped Call and Common Stock Forward
Interest rate (as a percent)					3.75%			3.75%
Share Price			$ 22.25	$ 10.25
Common stock shares issued			43,700,000	35,276,250
Common Stock Forward
Capped Call and Common Stock Forward
Common stock shares issued						4,400,000
Net cost incurred					$ 27.5
Number of shares settled		2,200,000			5,900,000
3.75% Convertible Senior Notes
Capped Call and Common Stock Forward
Interest rate (as a percent)	3.75%				3.75%					3.75%	3.75%
Share Price					$ 35.84
3.75% Convertible Senior Notes | Capped Call
Capped Call and Common Stock Forward
Capped call options amount	$ 16.2
Cap price	$ 6.7560
Premium (as a percent)	60.00%
Share Price	$ 4.11
5.5% Convertible Senior Notes
Capped Call and Common Stock Forward
Interest rate (as a percent)	5.50%				5.50%	5.50%	5.50%			5.50%			5.50%	5.50%
5.5% Convertible Senior Notes | Capped Call
Capped Call and Common Stock Forward
Capped call options amount										$ 16.0
5.5% Convertible Senior Notes | Common Stock Forward
Capped Call and Common Stock Forward
Common stock shares issued					14,397,906
7.5% Convertible Senior Note
Capped Call and Common Stock Forward
Interest rate (as a percent)									7.50%			7.50%

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Stockholders' Equity - Common Stock and Warrants (Details) $ / shares in Units, $ in Thousands		1 Months Ended			2 Months Ended	3 Months Ended	12 Months Ended
	Apr. 13, 2020 USD ($)	Feb. 28, 2021 USD ($) $ / shares shares	Nov. 30, 2020 USD ($) $ / shares shares	Aug. 31, 2020 USD ($) $ / shares shares	Feb. 28, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) item $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2017 shares
Stockholders' equity
Preferred stock, Shares authorized						5,000,000.0
Preferred stock, par value | $ / shares						$ 0.01
Net proceeds from shares of common stock sold | $			$ 927,300	$ 344,400		$ 3,587,825
Common Stock Shares, Outstanding						566,385,952	458,051,920
Common stock, par value (in dollars per share) | $ / shares						$ 0.01	$ 0.01
Number of votes per share | item						1
Common stock shares issued			43,700,000	35,276,250
Share price (in dollars per share) | $ / shares			$ 22.25	$ 10.25
Number of warrants exercised (in shares)						16,489,014
Proceeds from exercise of warrants, net of transaction costs | $						$ 15,445
Series A Junior Participating Cumulative Preferred Stock
Stockholders' equity
Preferred stock, par value | $ / shares						$ 0.01
Common Stock Shares, Outstanding						0
SK Holdings Co LTD
Stockholders' equity
Net proceeds from shares of common stock sold | $		$ 1,600,000
Common stock shares issued		54,966,188
Per share price of shares of common stock | $ / shares		$ 29.2893			$ 29.2893
At Market Issuance Sales Agreement
Stockholders' equity
Authorized amount | $	$ 75,000
Public Offerings
Stockholders' equity
Net proceeds from shares of common stock sold | $					$ 1,800,000
Common stock shares issued					32,200,000
Share price (in dollars per share) | $ / shares		$ 65.00			$ 65.00
Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017
Stockholders' equity
Number of warrants were vested and exercisable						68,380,913	68,380,913
Maximum | Warrant Issued With Amazon And Walmart Stores Inc Transaction Agreement In 2017
Stockholders' equity
Class of Warrant or Right Issued								110,573,392

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Warrant Transaction Agreements - Amazon.com, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Thousands						3 Months Ended		12 Months Ended
	Jun. 11, 2021 shares	Dec. 31, 2020 USD ($) $ / shares shares	Nov. 02, 2020 USD ($) installment $ / shares shares	Jan. 01, 2019 USD ($) installment shares	Apr. 04, 2017 USD ($) shares	Mar. 31, 2021 USD ($) $ / shares shares	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Apr. 30, 2017 shares
Class of Warrant or Right [Line Items]
Selling, general and administrative						$ 25,579	$ 11,109
Risk-free interest rate		0.58%	0.58%					0.58%
Volatility		75.00%	75.00%					75.00%
Expected average term			6 years 5 months 1 day					6 years 3 months 3 days
Exercise price | $ / shares		$ 13.81	$ 13.81					$ 13.81
Stock price | $ / shares		$ 33.91	15.47					$ 33.91
Warrant shares exercised (in shares) | shares						16,489,014
Warrant Transaction Agreements
Class of Warrant or Right [Line Items]
Shares of common stock that can be purchased from warrants issued (in shares) | shares					55,286,696						55,286,696
Reduction in revenue						$ 104	$ 1,300
Warrant shares vested (in shares) | shares		55,286,696						55,286,696
Fair value of warrants per share | $ / shares		$ 26.95	$ 10.57					$ 26.95
Warrant shares exercised (in shares) | shares	4,534,130					9,214,449
Tranche one of warrants issued with the Amazon.com, Inc transaction agreement
Class of Warrant or Right [Line Items]
Shares of common stock that can be purchased from warrants issued (in shares) | shares					5,819,652
Cash payments to be received under agreement					$ 600,000
Selling, general and administrative					$ 6,700
Exercise price calculation						$1.1893
Tranche two of warrants issued with the Amazon.com, Inc. Transaction Agreement
Class of Warrant or Right [Line Items]
Cash payments to be received under agreement				$ 50,000
Reduction in revenue								$ 9,000	$ 4,100	$ 9,800
Warrant shares vested (in shares) | shares				29,098,260
Number of installments | installment				4
Tranche two of warrants issued with the Amazon.com, Inc. Transaction Agreement | Maximum
Class of Warrant or Right [Line Items]
Cash payments to be received under agreement				$ 200,000
Tranche three of warrants issued with the Amazon.com, Inc. Transaction Agreement
Class of Warrant or Right [Line Items]
Cash payments to be received under agreement			$ 50,000
Reduction in revenue		$ 399,700						24,100
Warrant shares vested (in shares) | shares			20,368,784
Number of installments | installment			8
Exercise price of warrants (in dollars per share) | $ / shares						$ 13.81
Fair value of warrants per share | $ / shares			$ 10.57
Warrant percentage weighted average share price						90.00%
Tranche three of warrants issued with the Amazon.com, Inc. Transaction Agreement | Maximum
Class of Warrant or Right [Line Items]
Cash payments to be received under agreement			$ 400,000
Warrant Issued With Amazon
Class of Warrant or Right [Line Items]
Reduction in revenue								$ 399,700
Warrant shares vested (in shares) | shares		5,354,905	12,730,490					5,354,905
Provision for loss contracts related to services								$ 12,800

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Warrant Transaction Agreements - Walmart Stores, Inc. Transaction Agreement (Details) $ / shares in Units, $ in Millions		3 Months Ended			12 Months Ended
	Jul. 20, 2017 USD ($) installment $ / shares shares	Mar. 31, 2021 USD ($) shares	Dec. 31, 2020 shares	Mar. 31, 2020 USD ($)	Dec. 31, 2020 shares	Jul. 31, 2017 shares
Warrant Transaction Agreements
Warrant shares exercised (in shares)		16,489,014
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)	55,286,696					55,286,696
Reduction in revenue | $		$ 1.6		$ 0.9
Cash payments to be received under agreement | $	$ 200.0
Warrant shares vested (in shares)		13,094,217	13,094,217		13,094,217
Exercise price calculation	The exercise price of the third tranche of Walmart Warrant Shares will be an amount per share equal to ninety percent (90%) of the 30-day volume weighted average share price of the common stock as of the final vesting date of the second tranche of Walmart Warrant Shares, provided that, with limited exceptions, the exercise price for the third tranche will be no lower than $1.1893
Warrant shares exercised (in shares)		13,094,217	5,819,652
Tranche one of warrants issued with the Walmart Stores Inc transaction agreement
Warrant Transaction Agreements
Reduction in revenue | $	$ 10.9
Warrant shares vested (in shares)	5,819,652
Exercise price of warrants (in dollars per share) | $ / shares	$ 2.1231
Warrant shares exercised (in shares)					5,819,652
Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement
Warrant Transaction Agreements
Cash payments to be received under agreement | $	$ 50.0
Warrant shares vested (in shares)	29,098,260
Number of installments | installment	4
Number of shares per installment	7,274,565
Warrant shares exercised (in shares)		7,274,565
Tranche three of warrants issued with the Walmart Stores, Inc. Transaction Agreement
Warrant Transaction Agreements
Shares of common stock that can be purchased from warrants issued (in shares)	20,368,784
Cash payments to be received under agreement | $	$ 50.0
Number of installments | installment	8
Number of shares per installment	2,546,098
Maximum | Warrants issued with the Walmart Stores, Inc transaction agreement
Warrant Transaction Agreements
Cash payments to be received under agreement | $	$ 600.0
Maximum | Tranche two of warrants issued with the Walmart Stores, Inc. Transaction Agreement
Warrant Transaction Agreements
Cash payments to be received under agreement | $	200.0
Maximum | Tranche three of warrants issued with the Walmart Stores, Inc. Transaction Agreement
Warrant Transaction Agreements
Cash payments to be received under agreement | $	$ 400.0

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Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue
Net revenue	$ 71,958	$ 40,819
Sales of fuel cell systems
Revenue
Net revenue	26,419	14,732
Sale of hydrogen installations and other infrastructure
Revenue
Net revenue	20,353	5,736
Services performed on fuel cell systems and related infrastructure
Revenue
Net revenue	6,045	6,521
Power Purchase Agreements
Revenue
Net revenue	7,826	6,421
Fuel delivered to customers
Revenue
Net revenue	11,127	7,333
Other
Revenue
Net revenue	$ 188	$ 76

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Revenue - Contract balances (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Revenue
Accounts receivable	$ 42,632	$ 43,041
Contract assets	17,009	18,189
Contract liabilities	72,897	76,285
Other Current Liabilities
Revenue
Contract liabilities	15,300	20,100
Services performed on fuel cell systems and related infrastructure
Revenue
Contract liabilities	$ 57,600	$ 56,200

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Revenue - Changes in contract assets and contract liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Contract assets
Transferred to receivables from contract assets recognized at the beginning of the period	$ (2,625)
Revenue recognized and not billed as of the end of the period	1,445
Net change in contract assets	(1,180)
Contract liabilities
Increases due to cash received, net of amounts recognized as revenue during the period	13,045
Revenue recognized that was included in the contract liability balance as of the beginning of the period	(16,433)
Net change in contract liabilities	$ (3,388)

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Revenue - Estimated future revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Revenue
Total estimated future revenue	$ 494,443
Sales of fuel cell systems
Revenue
Total estimated future revenue	66,033
Sale of hydrogen installations and other infrastructure
Revenue
Total estimated future revenue	69,678
Services performed on fuel cell systems and related infrastructure
Revenue
Total estimated future revenue	105,852
Power Purchase Agreements
Revenue
Total estimated future revenue	185,431
Fuel delivered to customers
Revenue
Total estimated future revenue	64,555
Other
Revenue
Total estimated future revenue	$ 2,894
Maximum | Sales of fuel cell systems
Revenue
Duration of estimated revenue expected to be recognized in future (in years)	1 year
Maximum | Services performed on fuel cell systems and related infrastructure
Revenue
Duration of estimated revenue expected to be recognized in future (in years)	7 years
Maximum | Power Purchase Agreements
Revenue
Duration of estimated revenue expected to be recognized in future (in years)	7 years
Minimum | Services performed on fuel cell systems and related infrastructure
Revenue
Duration of estimated revenue expected to be recognized in future (in years)	5 years
Minimum | Power Purchase Agreements
Revenue
Duration of estimated revenue expected to be recognized in future (in years)	5 years

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Revenue - Others (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Revenue
Capitalized contract costs	$ 1.7	$ 1.5

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Taxes
Income tax benefit	$ 0	$ 0

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Fair Value Measurements - Narrative (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Fair Value Measurements
Assets, transfers from Level 1 to Level 2	$ 0
Assets, transfers from Level 2 to Level 1	0
Assets, transfers from Level 1 to Level 3	0
Assets, transfers from Level 3 to Level 1	0
Liabilities, transfers from Level 1 to Level 2	0
Liabilities, transfers from Level 2 to Level 1	0
Liabilities, transfers from Level 1 to Level 3	0
Liabilities, transfers from Level 3 to Level 1	$ 0

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Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Carrying Amount	$ 5,786,241	$ 2,251,282
Liabilities, Carrying Amount	867,178	784,363
Cash			$ 4,300,000
Recurring basis | Carrying Amount | Contingent consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Carrying Amount	10,550
Liabilities, Carrying Amount		9,760
Recurring basis | Carrying Amount | Convertible senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Carrying Amount	191,768
Liabilities, Carrying Amount		85,640
Recurring basis | Carrying Amount | Long-term debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Carrying Amount	161,259
Liabilities, Carrying Amount		175,402
Recurring basis | Carrying Amount | Finance obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Carrying Amount	182,791
Liabilities, Carrying Amount		181,553
Recurring basis | Carrying Amount | Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Carrying Amount	93,941
Recurring basis | Carrying Amount | Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Carrying Amount	99,171
Recurring basis | Carrying Amount | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Carrying Amount	306,089
Recurring basis | Total | Contingent consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	10,550
Liabilities, Fair Value		9,760
Recurring basis | Total | Convertible senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	1,320,952
Liabilities, Fair Value		1,272,766
Recurring basis | Total | Long-term debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	161,259
Liabilities, Fair Value		175,402
Recurring basis | Total | Finance obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	182,791
Liabilities, Fair Value		181,553
Recurring basis | Total | Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	93,941
Recurring basis | Total | Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	99,171
Recurring basis | Total | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	306,089
Recurring basis | Significant Other Observable Inputs (Level 2) | Convertible senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	1,320,952
Liabilities, Fair Value		1,272,766
Recurring basis | Significant Other Observable Inputs (Level 2) | Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	93,941
Recurring basis | Significant Other Observable Inputs (Level 2) | Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	99,171
Recurring basis | Significant Other Observable Inputs (Level 2) | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	306,089
Recurring basis | Significant Other Unobservable Inputs (Level 3) | Contingent consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	10,550
Liabilities, Fair Value		9,760
Recurring basis | Significant Other Unobservable Inputs (Level 3) | Long-term debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	161,259
Liabilities, Fair Value		175,402
Recurring basis | Significant Other Unobservable Inputs (Level 3) | Finance obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value	$ 182,791
Liabilities, Fair Value		$ 181,553

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Operating and Finance Lease Liabilities - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Rental expense for all operating lease	$ 8,000	$ 4,800
Gross profit on sale leaseback transactions	16,000	5,300
Recognition of right of use asset - operating leases	11,900	5,200
Right of use assets related to operating leases, net	124,503		$ 117,016
Amortization of right-of-use asset from operating lease	50,300		48,600
Right of use assets related to finance leases, net	11,270		5,724
Amortization of right-of-use asset from finance lease	143		102
Prepaid rent and security deposit	2,400		$ 5,800
Right of use assets obtained in exchange for new finance lease liabilities	$ 5,600	$ 0
Minimum
Lessee, Lease, Description [Line Items]
Lease Term - as Lessee	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease Term - as Lessee	9 years

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Operating and Finance Lease Liabilities - Future minimum lease payments under operating and finance leases (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Future minimum lease payments under operating lease
Remainder of 2021	$ 24,082
2022	29,050
2023	29,107
2024	29,097
2025 and thereafter	56,232
Total future minimum lease payments	167,568
Less imputed lease interest	(45,257)
Total operating lease, liabilities	122,311
Future minimum lease payments under finance leases
Remainder of 2021	1,874
2022	2,471
2023	2,446
2024	2,529
2025 and thereafter	3,103
Total future minimum lease payments	12,423
Less imputed lease interest	(2,122)
Total finance lease liabilities	10,301
Future minimum lease payments under operating and finance leases
Remainder of 2021	25,956
2022	31,521
2023	31,553
2024	31,626
2025 and thereafter	59,335
Total future minimum payments	179,991
Less imputed interest	(47,379)
Total	$ 132,612

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Operating and Finance Lease Liabilities - Other information related to the operating leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Other information of operating leases
Cash payments	$ 6,734	$ 8,199
Weighted average remaining lease term (in years)	5 years 9 months 7 days	4 years 2 months 19 days
Weighted average discount rate (as a percent)	11.60%	12.00%

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Operating and Finance Lease Liabilities - Other information related to the finance leases (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Other information
Cash payments	$ 433.0	$ 78.0
Weighted average remaining lease term (years)	5 years 1 month 6 days	7 years 6 months 3 days
Weighted average discount rate	7.20%	8.80%

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Finance Obligation - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Sale Leaseback Transaction [Line Items]
Total operating lease, liabilities	$ 122,311
Short term operating lease obligation	18,778	$ 14,314
Long term operating lease obligation	103,533	99,624
Total finance lease liabilities	10,301
Short term finance lease obligation	1,794	903
Long term finance lease obligation	8,507	4,493
Sale Leaseback Agreements
Sale Leaseback Transaction [Line Items]
Total finance lease liabilities	21,769	23,900
Short term finance lease obligation	7,400	8,000
Long term finance lease obligation	14,400	15,900
Sale Leaseback Agreements | Future Services [Member]
Sale Leaseback Transaction [Line Items]
Short term operating lease obligation	24,700
Long term operating lease obligation	136,300
Total finance lease liabilities	$ 161,000	157,700
Short term finance lease obligation		24,200
Long term finance lease obligation		$ 133,500

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Finance Obligation - Future minimum payments under finance obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Future minimum lease payments under finance leases
Remainder of 2021	$ 1,874
2022	2,471
2023	2,446
2024	2,529
2025 and thereafter	3,103
Total future minimum lease payments	12,423
Less imputed lease interest	(2,122)
Total finance lease liabilities	10,301
Finance obligation
Future minimum lease payments under finance leases
Remainder of 2021	38,533
2022	46,530
2023	44,703
2024	57,708
2025 and thereafter	59,449
Total future minimum lease payments	246,923
Less imputed lease interest	(64,132)
Total finance lease liabilities	182,791
Sale of Future Revenue - Debt
Future minimum lease payments under finance leases
Remainder of 2021	31,738
2022	41,554
2023	41,554
2024	41,554
2025 and thereafter	59,449
Total future minimum lease payments	215,849
Less imputed lease interest	(54,827)
Total finance lease liabilities	161,022
Sale Leaseback Agreements
Future minimum lease payments under finance leases
Remainder of 2021	6,795
2022	4,976
2023	3,149
2024	16,154
Total future minimum lease payments	31,074
Less imputed lease interest	(9,305)
Total finance lease liabilities	$ 21,769	$ 23,900

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Finance Obligation - Other information related to finance obligations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Other information
Cash payments	$ 433,000	$ 78,000
Weighted average remaining lease term (years)	5 years 1 month 6 days	7 years 6 months 3 days
Weighted average discount rate	7.20%	8.80%
Finance obligation
Other information
Cash payments	$ 12,816	$ 9,879
Weighted average remaining lease term (years)	4 years 10 months 24 days	4 years 3 months 18 days
Weighted average discount rate	11.20%	11.10%

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Investments - Available-for-sale securities (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 405,168
Gross Unrealized Gains	160
Gross Unrealized Losses	(68)
Fair Value	405,260
Corporate bonds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	99,239
Gross Unrealized Losses	(68)
Fair Value	99,171
Commercial paper
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	305,929
Gross Unrealized Gains	160
Fair Value	$ 306,089

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Investments - Contractual Maturity (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Amortized Cost
Within one year	$ 375,804
After one through five years	29,364
Amortized Cost	405,168
Fair Value
Within one year	375,927
After one through five years	29,333
Total available-for-sale securities	$ 405,260

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Commitments and Contingencies - Concentrations of Credit Risk (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021 USD ($) customer	Mar. 31, 2020 USD ($) customer	Dec. 31, 2020 customer
Customer Concentration
Restricted cash | $	$ 198,600
Consolidated revenue | $	71,958	$ 40,819
Letter of Credit
Customer Concentration
Letters of credit backed by restricted cash | $	$ 144,400
Accounts receivable | Customer concentration | Two customers
Customer Concentration
Number of customers	2
Concentration risk (as a percent)	67.70%
Accounts receivable | Customer concentration | Three customers
Customer Concentration
Number of customers			3
Concentration risk (as a percent)			73.90%
Revenues | Customer concentration | Two customers
Customer Concentration
Number of customers		2
Concentration risk (as a percent)		65.90%
Revenues | Customer concentration | Three customers
Customer Concentration
Number of customers	3
Concentration risk (as a percent)	71.20%

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Employee Benefit Plans - Assumptions For Estimating Fair Value (Details) - USD ($) $ in Millions		3 Months Ended
	May 12, 2011	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Stock options
Employee Benefit Plans
Number of options outstanding (in shares)		9,020,891		10,284,498
Compensation cost		$ 3.3	$ 1.4
Stock options granted		581,000	85,000
Assumptions for estimating fair value
Dividend Yield		0.00%
Expected term of options (years)		6 years	6 years
Risk Free interest rate, minimum		0.61%	0.69%
Risk Free interest rate, maximum		0.73%	1.37%
Volatility (as a percent):		72.46%	64.19%
the 2011 Plan
Employee Benefit Plans
Compensation cost		$ 8.5	$ 2.5
the 2011 Plan | Stock options
Employee Benefit Plans
Maximum number of common stock shares available for issuance	1,000,000	42,400,000
Aggregate number of options granted (in shares)		9,000,000.0
Expiration period		10 years
Stock options granted	0
the 2011 Plan | Stock options | Minimum
Employee Benefit Plans
Vesting period		1 year
the 2011 Plan | Stock options | Maximum
Employee Benefit Plans
Vesting period		3 years
the 2011 Plan | Employees | Stock options
Employee Benefit Plans
Vesting period		3 years
Expiration period		10 years
the 2011 Plan | Board of Directors | Stock options
Employee Benefit Plans
Vesting period		1 year

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Employee Benefit Plans - Stock Activity, Weighted Average Exercise Price (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Shares
Options outstanding, beginning balance (in shares)	10,284,498
Granted (in shares)	581,000	85,000
Exercised (in shares)	(1,811,274)
Forfeited (in shares)	(33,333)
Options outstanding, end balance (in shares)	9,020,891		10,284,498
Options exercisable (in shares)	2,284,519
Options unvested (in shares)	6,736,372
Weighted Average Exercise Price
Options outstanding, beginning balance, weighted-average exercise price	$ 5.78
Granted, weighted-average exercise price	65.72
Exercised, weighted-average exercise price	2.65
Forfeited, weighted-average exercise price	1.74
Options outstanding, end balance, weighted-average exercise price	15.18		$ 5.78
Options exercisable, weighted-average exercise price	2.07
Options unvested, weighted-average exercise price	$ 11.73
Stock option activity additional disclosures
Options outstanding, weighted-average remaining contractual term	8 years 1 month 6 days		7 years 9 months 18 days
Options exercisable, weighted-average remaining contractual term	5 years 8 months 12 days
Options unvested, weighted-average remaining contractual term	8 years 10 months 24 days
Options outstanding, aggregate intrinsic value	$ 247,964		$ 289,316
Options exercisable, aggregate intrinsic value	77,143
Options unvested, aggregate intrinsic value	$ 170,820
Weighted-average grant date fair value of options granted (per share)	$ 31.78	$ 2.80
Unrecognized compensation cost	$ 40,500
Period for recognition	3 years
Fair value of stock options that vested during the period	$ 2,900	$ 1,200

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Employee Benefit Plans - Restricted Stock Activity (Details) - Restricted stock outstanding - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Employee Benefit Plans
Compensation cost	$ 5,200	$ 1
Unrecognized compensation cost	$ 64,100	$ 7,400
Period for recognition	3 years
Shares
Unvested restricted stock, beginning balance (in shares)	5,874,642
Granted (in shares)	555,000
Vested (in shares)	(10,001)
Forfeited (in shares)	(3,333)
Unvested restricted stock, end balance (in shares)	6,416,308
Aggregate Intrinsic Value
Unvested restricted stock aggregate intrinsic value	$ 229,960
Minimum
Employee Benefit Plans
Vesting period	1 year
Maximum
Employee Benefit Plans
Vesting period	3 years

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Employee Benefit Plans - 401(K) Saving And Retirement Plan (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Non Employee Director
Employee Benefit Plan Compensation
Granted (in shares)	2,653	14,833
Compensation cost	$ 85	$ 56
Savings And Retirement Plan 401 K
401(K) Savings & Retirement Plan
Percent of salary employee is permitted to contribute	100.00%
Vesting period	3 years
Common stock, shares issued	12,513	133,250
Total expense (including issuance of shares)	$ 1,300	$ 529

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Susequent Events (Details) - HyVia - Subsequent event € in Millions	Jun. 23, 2021 EUR (€)
Subsequent Event [Line Items]
Minimum investment expected to be made under pro rata basis	€ 65
Plug Power France
Subsequent Event [Line Items]
Ownership interest (as a percent)	50.00%
Renault
Subsequent Event [Line Items]
Ownership interest (as a percent)	50.00%