-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FX+KJw9oZmVVvnAuaYeq3Xo4aytsi5zyBRktmx3yEMUIoHnlz0WH84PPyh0aJbsr WjFGnc0GO+zbJViZKvsXww== 0000927016-03-000873.txt : 20030225 0000927016-03-000873.hdr.sgml : 20030225 20030225161651 ACCESSION NUMBER: 0000927016-03-000873 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030225 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUG POWER INC CENTRAL INDEX KEY: 0001093691 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 223672377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27527 FILM NUMBER: 03579441 BUSINESS ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 BUSINESS PHONE: 5187827700 MAIL ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2003 PLUG POWER INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-27527 22-3672377 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) 968 Albany-Shaker Road, Latham, New York 12110 (Address of Principal Executive Offices and Zip Code) (518) 782-7700 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On February 25, 2003, Plug Power Inc. issued a press release announcing its earnings for the fourth quarter and year ended December 31, 2002. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of the Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Press release of Plug Power Inc. dated February 25, 2003. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 25, 2003 PLUG POWER INC. By: /s/ David A. Neumann ---------------------------- David A. Neumann Chief Financial Officer 3 EXHIBIT INDEX 99.1 Press Release of Plug Power Inc. dated February 25, 2003. 4 EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 [PLUG POWER LOGO APPEARS HERE] FOR IMMEDIATE RELEASE Contacts: David Neumann Chief Financial Officer Phone: (518) 782-7700 ext. 1161 Cynthia M. Mahoney Manager, Public Relations & Marketing Phone: (518) 782-7700 ext. 1973 Web site: http://www.plugpower.com PLUG POWER REPORTS YEAR-END AND FOURTH QUARTER RESULTS LATHAM, N.Y. - February 25, 2003 -- Plug Power Inc. (NASDAQ: PLUG), today reported financial results for the fourth quarter and year ended December 31, 2002. Net cash spending for the fourth quarter of 2002 decreased to $10.5 million from $11.7 million during the fourth quarter of 2001, including $815,000 spent in the fourth quarter of 2002 related to Plug Power's definitive merger agreement with H Power Corp. (H Power), under which we expect to acquire H Power in a stock-for-stock exchange valued at approximately $50.7 million. Year-to-date net cash spending was $37.1 million in 2002, including $815,000 related to our acquisition of H Power, compared to $55.5 million in 2001. Revenue for the fourth quarter ended December 31, 2002 was $3.4 million compared to $2.5 million for the fourth quarter of 2001. Year-to-date revenue was $11.8 million compared to $5.7 million in 2001. Fourth quarter and year-to-date revenue excludes deferred product and service revenue as we continue to defer revenue at the time of the initial product sale and amortize that revenue over the period of the underlying service obligations. Deferred revenue was $6.1 million at December 31, 2002 and $6.1 million at December 31, 2001. Net loss for the quarter was $12.7 million or $0.25 per share, compared to $17.1 million or $0.34 per share for the same period in 2001. Year-to-date, the net loss was $47.2 million or $0.93 per share, compared to $73.1 million or $1.56 per share. Research and development expenditures combined with cost of revenues decreased to $14.0 million for the fourth quarter ended December 31, 2002 compared to $18.2 million for the same period during 2001. For the full year ended December 31, 2002, these expenses were $51.6 million compared to $71.9 million in 2001. General and administrative expenses were $1.9 million for the fourth quarter ended December 31, 2002 compared to $1.9 million for the same period during 2001. For the full year ended December 31, 2002, general and administrative expenses were $7.0 million compared to $7.5 million in 2001. Weighted average shares outstanding for the quarter ended December 31, 2002 increased to 50.9 million shares compared to 50.2 million for the same period in 2001. For the year ended December 31, 2002, weighted average shares were 50.6 million shares, compared to 46.8 million shares for the year ended December 31, 2001. As of December 31, 2002 there were 50,997,073 shares issued and outstanding. Plug Power has scheduled a conference call today, February 25 at 10:00 AM (EST) to review its year-end and fourth quarter 2002 results. Interested parties are invited to participate. To listen to the conference call, please call (706) 634-1510. The live web cast can be accessed by logging onto http://www.plugpower.com. A playback of the call will be available on the company's web site until March 4, 2003. See the attached financial highlights for the year-end and fourth quarter 2002. It should be noted that net cash spending includes cash used in operating activities as well as purchases of property, plant and equipment and principal payments on long-term debt obligations and capital leases, less proceeds from any employee stock option exercises. For more information about Plug Power please visit our web site at http://www.plugpower.com. Plug Power designs, develops and manufactures on-site electric power generation systems utilizing Proton Exchange Membrane (PEM) fuel cells for stationary applications. Plug Power's fuel cell systems are expected to be sold globally through a joint venture with General Electric and through DTE Energy Technologies in a four-state territory, which includes Michigan, Illinois, Ohio and Indiana. The Company's headquarters are located in Latham, N.Y., with offices in Washington, D.C., and The Netherlands. ### This press release may contain statements, which are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of Plug Power's future results of operations, Plug Power's product development expectations or of Plug Power's 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," "estimate," "expect," "intend," "may," "should," "will" and "would" or similar words. You should not rely on forward-looking statements because Plug Power's actual results may differ materially from those indicated by these forward-looking statements as a result of a number of important factors. These factors include, but are not limited to, Plug Power's ability to develop a commercially viable fuel cell system; the cost and timing of developing Plug Power's fuel cell systems; market acceptance of Plug Power's fuel cell systems; Plug Power's reliance on Plug Power's relationship with certain affiliates of General Electric; Plug Power's ability to perform on its multi-generation product plan in a manner satisfactory to GEFCS and DTE; ability to manufacture fuel cell systems on a commercial basis; competitive factors, such as price competition, competition from other power technologies and competition from other fuel cell companies; the cost and availability of components and parts for Plug Power's fuel cell systems; the ability to raise and provide the necessary capital to develop, manufacture and market Plug Power's fuel cell systems; Plug Power's ability to lower the cost of its fuel cell systems and demonstrate their reliability; the cost of complying with current and future governmental regulations; and other risks and uncertainties discussed under the heading "Risk Factors" in Plug Power's annual report on Form 10-K for the fiscal year ended December 31, 2001, dated March 29, 2002 and filed with the Securities Exchange Commission on March 29, 2002, and the reports Plug Power files from time to time with the Securities and Exchange Commission. Plug Power does not intend to and undertakes no duty to update the information contained in this press release. Plug Power Inc. Financial Highlights
Balance Sheet Data: December 31, December 31, Assets 2001 2002 ------------------- ------------------- Current assets: Cash and cash equivalents $ 53,648,145 $ 27,257,641 Restricted cash 310,000 325,000 Marketable securities 39,034,314 28,590,378 Accounts receivable 2,608,321 4,145,328 Inventory 2,271,278 2,031,995 Prepaid development costs 1,760,131 2,145,265 Other current assets 932,719 2,639,630 ------------------- ------------------- Total current assets 100,564,908 67,135,237 Restricted cash 5,000,274 4,675,274 Property, plant and equipment, net 30,240,631 26,320,676 Intangible asset 3,470,139 514,847 Investment in affiliates 11,498,000 9,488,762 Other assets 600,055 547,995 ------------------- ------------------- Total assets $151,374,007 $108,682,791 =================== =================== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 762,972 $ 947,839 Accrued expenses and other currrent liabilities 3,951,178 3,432,841 Deferred revenue 5,484,793 5,878,784 ------------------- ------------------- Total current liabilities 10,198,943 10,259,464 Long-term debt and other liabilities 6,172,173 5,726,559 ------------------- ------------------- Total liabilities 16,371,116 15,986,023 Stockholders' equity 135,002,891 92,696,768 ------------------- ------------------- Total liabilities and stockholders' equity $151,374,007 $108,682,791 =================== ===================
Statements of Operations Data: Three Months Ended December 31, Twelve Months Ended December 31, -------------------------------------- --------------------------------------- 2001 2002 2001 2002 ----------------- ----------------- ------------------ ------------------ Revenue Product and service revenue $ 2,136,458 $ 2,045,405 $ 2,573,434 $ 9,426,803 Research and development contract revenue 368,516 1,331,130 3,168,091 2,391,374 ---------------- ---------------- ----------------- ----------------- Total revenue 2,504,974 3,376,535 5,741,525 11,818,177 Cost of revenue and expenses Cost of revenues 4,712,124 3,614,958 11,290,891 11,340,657 In-process research and development - - - - Research and development expense: Noncash stock-based compensation 925,807 483,610 1,300,807 1,003,616 Other research and development 12,609,483 9,879,824 59,299,042 39,285,548 General and administrative expense: Noncash stock-based compensation 191,370 66,619 502,370 481,927 Other general and administrative 1,714,426 1,785,763 6,990,119 6,473,957 ---------------- ---------------- ----------------- ----------------- Operating loss (17,648,236) (12,454,239) (73,641,704) (46,767,528) Interest income, net 927,753 200,351 3,810,461 1,558,440 ---------------- ---------------- ----------------- ----------------- Loss before equity in losses of affiliates (16,720,483) (12,253,888) (69,831,243) (45,209,088) Equity in losses of affiliates (349,789) (465,187) (3,280,784) (2,009,238) ---------------- ---------------- ----------------- ----------------- Net loss $(17,070,272) $(12,719,075) $(73,112,027) $(47,218,326) ================ ================ ================= ================= Loss per share - basic and diluted $ (0.34) $ (0.25) $ (1.56) $ (0.93) ================ ================ ================= ================= Weighted average number of shares outstanding 50,188,799 50,902,068 46,840,091 50,644,950 ================ ================ ================= =================
Statements of Cash Flows Data: Three Months Ended December 31, Twelve Months Ended December 31, ---------------------------------- ----------------------------------- 2001 2002 2001 2002 --------------- --------------- ---------------- ---------------- Net cash used in operating activities $ 11,555,704 $ 10,504,398 $ 55,287,148 $ 36,572,386 Purchases of property, plant and equipment, net of proceeds on disposals 253,624 (190,324) 2,642,136 1,315,606 Principal payments on long-term debt and capital leases 312,375 343,891 382,769 361,058 less: Proceeds from stock option exercises (408,135) (186,152) (2,782,546) (1,104,610) -------------- -------------- --------------- --------------- Net cash spending $ 11,713,568 $ 10,471,813 $ 55,529,507 $ 37,144,440 ============== ============== =============== ===============
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