-----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, E6TKCc8WqQhWAZL3Jk+AYWru6I45B0i/7snuVNzKuiEqNmZZH0SNBy9Wm5JeIurh led7LCedad17MvNQQQCgAg== /in/edgar/work/20000804/0000927016-00-002740/0000927016-00-002740.txt : 20000921 0000927016-00-002740.hdr.sgml : 20000921 ACCESSION NUMBER: 0000927016-00-002740 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000802 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUG POWER INC CENTRAL INDEX KEY: 0001093691 STANDARD INDUSTRIAL CLASSIFICATION: [3620 ] IRS NUMBER: 223672377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27527 FILM NUMBER: 686566 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 0001.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): August 2, 2000 PLUG POWER INC. (Exact name of Registrant as specified in its charter) DELAWARE 00027527 22-3672377 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 968 ALBANY-SHAKER ROAD LATHAM, NY 12110 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (518) 782-7700 Item 5. Other Events. ------------ On August 2, 2000, the Registrant issued a press release announcing its second quarter results and an amendment to the Registrant's distribution agreement with GE Fuel Cell Systems. A copy of the press release is attached as an Exhibit to this report on Form 8-K and is incorporated herein by reference in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (c) Exhibits. Exhibit 99.1 - Press Release of Plug Power Inc. dated August 2, 2000. 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. PLUG POWER INC. Date: August __, 2000 By: /s/ William H. Largent ---------------------- William H. Largent Chief Financial Officer (Principal Financial and Accounting Officer) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- Exhibit 99.1 Press release of Plug Power Inc. dated August 2, 2000 EX-99.1 2 0002.txt PRESS RELEASE OF PLUG POWER INC. AUGUST 2, 2000 Exhibit 99.1 [Plug Power Logo Appears Here] NEWS RELEASE For Immediate Release Contacts: August 2, 2000 William H. Largent Chief Financial Officer Mark A. Sperry Chief Marketing Officer Telephone: (518) 782-7700 PLUG POWER INC. REPORTS SECOND QUARTER RESULTS; EXECUTES AMENDMENT TO DISTRIBUTION AGREEMENT WITH GE August 2, 2000 - Latham, N.Y. - Plug Power Inc. (NASDAQ:PLUG), today reported that revenues for the second quarter of 2000 were $2.4 million as compared to $2.0 million for the second quarter ended June 30,1999. Net loss for the second quarter of 2000 was $18.0 million, or $0.42 loss per diluted share, as compared to $8.6 million, or $0.37 diluted loss per share, for the second quarter ended June 30, 1999. Weighted average shares outstanding for the quarter ended June 30, 2000 increased to 43.2 million shares from 23.5 million at June 30, 1999. This increase was primarily as a result of our October 1999 initial public offering of 6.8 million shares of common stock and the issuance of 9.2 million shares of common stock as a result of the exercise of outstanding warrants and other purchase rights at the time of the initial public offering. The company recently completed an amendment to its distribution agreement with GE Fuel Cell Systems that defines product specifications and delivery schedules for pre-commercial and commercial model introductions. The new agreement allows GE to extend the existing 10-year agreement by an additional 5 years. "We are pleased to have an agreement in place that reflects the current expectations for product specifications and delivery schedules for grid independent and grid parallel products," said Barry Glickman, President of GE Fuel Cell Systems. "The new agreement provides a solid basis for continued collaboration between GE and Plug Power and will enhance GE Fuel Cell Systems' ongoing efforts to develop global product distribution and servicing partnerships." GE Fuel Cell Systems continues to see very strong interest in the Plug Power product with a number of agreements complete or in final document negotiations covering distributors in the US, Europe, Japan, and the Middle East, plus several additional deals at the letter of intent stage. In moving toward its goal of being the first company to have a million fuel cell systems powering homes and buildings, Plug Power announced that it built 61 pre- commercial systems in the first half of 2000. At the end of the second quarter, Plug Power had 27 field test systems fueled by natural gas providing power to homes and other buildings. These field systems, combined with others installed in Plug Power's R&D facilities, have accumulated over 47,000 hours of run time during the first six months of 2000. Based on the progress being made, the company has adjusted its year 2000 manufacturing schedule to 125 systems. Plug Power continues to advance development in the especially challenging fuel processing area. To date, Plug Power has built over 100 fuel cell systems using its own Gastec fuel processor proprietary technology. The fuel processor is the part of the fuel cell system that extracts hydrogen from an available fuel - such as natural gas or propane, and passes it along to the fuel stack where electricity is electrochemically generated. During the second quarter, Plug Power began testing on the first two of its fourth generation fuel processors in their labs in Latham, NY and The Netherlands. This fourth generation design is expected to meet the commercial specifications called for in the new Plug Power- GE agreement. The company's financial position remains strong, with $122M in unrestricted cash available as of June 30, 2000. As previously stated, the company expects to raise additional capital before the end of 2001. These additional funds will be used to complete the product development effort and begin production of the first commercial product. The company is now estimating that it will have full commercial product availability during the first half of 2002 and does not expect any significant sales to GE before this commercial launch date. Given the revised product introduction schedule, the company believes it will not achieve 100,000 unit manufacturing volumes until after 2003 and operating losses will continue beyond 2003. Plug Power has scheduled a conference call on August 2 at 11:00 AM (EST) to review its second quarter 2000 results. Interested parties are invited to participate. To listen to the conference call, please call (913)-981-4901. A playback on our investor relations page will be available on the Plug Power web site after 5:00 PM on August 2. Please send any questions related to the financial results to investorrelations@plugpower.com or call Steven Zenker, Director of Investor Relations at 518-782-7700 extension 1248. See the attached financial highlights for the second quarter 2000. For more information on Plug Power visit our web site at hhtp://www.plugpower.com. Plug Power is a leading U.S. designer and developer of on-site, electricity generation systems utilizing proton exchange membrane fuel cells for residential applications. Since being founded in 1997, the Latham, N.Y.- based company has grown from 22 to over 500 employees. Plug Power's strategic partners and investors include DTE Energy Company, Michigan's largest electricity utility; Mechanical Technology Incorporated, an early developer for fuel cell technologies; General Electric Company, one of the world's leading suppliers of power generation technology and energy services; and Sempra Energy subsidiary, Southern California Gas Company, the largest U.S. natural gas distribution company. ### This press release may include 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 reflect Plug Power's current views about future events and financial performance. These forward-looking statements are identified by their use of terms and phrases such as "believe," "expect," "plan," "anticipate," and similar expressions identifying forward-looking statements. Investors should not rely on forward- looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from Plug Power's expectations, and Plug Power expressly does not undertake any duty to update forward-looking statements. These factors include, but are not limited to, the following: (i) the cost and timing of development and market acceptance of Plug Power's fuel cell systems, (ii) competitive factors, such as price competition and new product introductions, (iii) the cost and availability of products, (iv) the fourth generation reformer design meeting Plug Power's commercial specifications, (v) the cost of complying with current governmental regulations, (vi) unanticipated expenses or delays in resolving Year 2000 computer issues by either Plug Power or those with whom Plug Power does business, and (vii) other factors detailed from time to time in Plug Power's filings with the Securities and Exchange Commission. Plug Power Inc. Condensed Consolidated Balance Sheets
(Unaudited) June 30, December 31, Assets 2000 1999 - -------------------------------------------------------------------- ---------------- ---------------- Current assets: Cash and cash equivalents $110,797,623 $171,496,286 Restricted cash 275,000 275,000 Marketable securities 11,242,180 - Accounts receivable 4,632,854 5,212,943 Inventory 2,606,335 304,711 Prepaid development costs 2,166,667 - Other current assets 466,898 124,380 ------------ ------------ Total current assets 132,187,557 177,413,320 Restricted cash 5,600,274 5,600,274 Property, plant and equipment, net 28,747,562 23,333,791 Intangible assets 8,505,528 - Investment in affiliates 11,142,696 9,778,250 Prepaid development costs 4,208,333 - ------------ ------------ Total assets $190,391,950 $216,125,635 ============ ============ Liabilities and Stockholders' Equity - -------------------------------------------------------------------- Current liabilities: Accounts payable $ 4,543,264 $ 4,644,496 Accrued expenses and other currrent liabilities 5,572,483 3,557,301 ------------ ------------ Total current liabilities 10,115,747 8,201,797 Long-term debt and other liabilities 6,366,818 6,517,304 ------------ ------------ Total liabilities 16,482,565 14,719,101 Stockholders' equity 173,909,385 201,406,534 ------------ ------------ Total liabilities and stockholders' equity $190,391,950 $216,125,635 ============ ============
Plug Power Inc. Condensed Consolidated Statements of Operations
Three Months Ended June 30, Six Months Ended June 30, ------------------------------ ----------------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Contract revenue $ 2,417,764 $ 1,957,778 $ 5,350,557 $ 3,695,535 Cost of contract revenue 3,491,553 2,934,430 7,390,300 5,117,834 ------------ ----------- ------------ ------------ Loss on contracts (1,073,789) (976,652) (2,039,743) (1,422,299) In-process research and development - - 4,984,000 - Research and development expense 16,932,662 4,799,472 28,376,834 7,780,246 General and administrative expense 1,696,570 2,670,636 3,253,000 5,599,736 Interest expense 59,145 - 154,615 - ------------ ----------- ------------ ------------ Operating loss (19,762,166) (8,446,760) (38,808,192) (14,802,281) Interest income 2,184,312 174,283 4,492,478 218,033 ------------ ----------- ------------ ------------ Loss before equity in losses of affiliate (17,577,854) (8,272,477) (34,315,714) (14,584,248) Equity in losses of affiliate (455,304) (312,948) (963,304) (500,448) ------------ ----------- ------------ ------------ Net loss $(18,033,158) $(8,585,425) $(35,279,018) $(15,084,696) ============ =========== ============ ============ Loss per share - basic and diluted $ (0.42) $ (0.37) $ (0.82) $ (0.71) ============ =========== ============ ============ Weighted average number of shares outstanding 43,151,810 23,468,613 43,053,998 21,299,034 ============ =========== ============ ============
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