UNITED STATES
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) March 13, 2014
Plug Power Inc.
(Exact name of registrant as specified in its charter)
Delaware |
1-34392 |
22-3672377 |
||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
968 Albany Shaker Road, Latham, New York |
12110 |
|||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (518) 782-7700
N/A
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 2.02. Results of Operations and Financial Condition.
On March 13, 2014 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The attached communication contains statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to statements regarding our expectations for 2014 business and financial performance, including our expectations for sales orders, EBITDAS and the acceptance, performance and impact of our GenKey offering, including a more predictable business model and revenue stream. These forward-looking statements contain projections of our future results of operations or of our financial position or state other forward-looking information. 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, 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 will not ship, be installed and/or converted to revenue; the risk that pending orders may not convert to purchase orders; the risk that we fail to comply with NASDAQ's listing standards which may result in our common stock being delisted from the NASDAQ stock market, which may severely limit our ability to raise additional capital; the cost and timing of developing, marketing and selling our products and our ability to raise the necessary capital to fund such costs; the ability to achieve the forecasted gross margin on the sale of our products; the risk that our actual net cash used for operating expenses exceeds our projected net cash for operating expenses; the cost and availability of fuel and fueling infrastructures for our products; market acceptance of our GenDrive 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; our ability to develop commercially viable products; our ability to reduce product and manufacturing costs; our ability to successfully expand our product lines; our ability to improve system reliability for our GenDrive systems; competitive factors, such as price competition and competition from other traditional and alternative energy companies; our ability to protect our intellectual property; the cost of complying with current and future federal, state and international governmental regulations; and other risks and uncertainties discussed under "Item IA—Risk Factors" in Plug Power's annual report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission ("SEC") on April 1, 2013 and as amended on April 30, 2013 and the reports Plug Power filed from time to time with the SEC. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. 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 communication.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated March 13, 2014
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Plug Power Inc. |
||
| Date: March 13, 2014 |
By: /s/ ANDREW MARSH Andrew Marsh Chief Executive Officer |
| Exhibit Index | ||
| 99.1 | Press release dated March 13, 2014 | |
EXHIBIT 99.1
LATHAM, N.Y., March 13, 2014 (GLOBE NEWSWIRE) -- Plug Power Inc. (Nasdaq:PLUG), a leader in providing clean, reliable energy solutions, today reported its 2013 fourth quarter and year-end financial results.
Plug Power's growing sales momentum in 2013 continued as the year progressed, with bookings in the fourth quarter of $32 million.
Strong fourth quarter product sales and maintenance orders were received from significant customers such as Walmart, Kroger, BMW and Mercedes-Benz. These orders followed on the heels of an investor update on October 8th during which CEO Andy Marsh discussed company plans to expand into providing hydrogen to customers and revealed negotiations that were underway for new multi-site deals with several customers preparing to deploy fuel cells in their material handling fleets.
Sales orders for the year 2014 already exceed $60 million. The company also has a strong balance sheet, with over $66 million in cash as of today.
In January 2014, Plug Power launched its new all-inclusive GenKey solution that provides customers with GenDrive fuel cells, GenFuel hydrogen infrastructure and fuel supply, and GenCare year-round maintenance service. In February, Plug Power announced that Walmart would be the first multiple site GenKey customer, with a contract that is being implemented at six Walmart North America distribution centers over the next two years.
"Although a lot has happened since our last call, I am more bullish than ever that Plug Power is moving into a rapid-growth cycle," said Andy Marsh. "We kicked off the first quarter of 2014 by signing a multi-site, multi-year GenKey contract with Walmart that surpassed our Q1 goals. I firmly believe that this continuing momentum will carry on throughout 2014, and that orders for this year will total more than $150 million – almost four times our total for 2013. We also are on track to achieve our goal of EBITDAS break even by Q3 2014."
Financial Results
The financial information below consists of preliminary estimates prepared by Plug Power's management and as such may be subject to final adjustment. Therefore, actual results may differ from these estimates. The final financial information will be included in our filing of the Form 10-K on or before March 31, 2014.
Total revenue for the fourth quarter of 2013 was $8.0 million, comprised of $7.8 million for product and service revenue and $0.2 million for research and development (R&D) contract revenue. This compares to total revenue of $5.9 million in the fourth quarter of 2012, which was comprised of $5.7 million for product and service revenue and $0.2 million for R&D contract revenue.
For the full year 2013, total revenue was $26.6 million, comprised of $25.1 million for product and service revenue and $1.5 million for R&D contract revenue. This compares to total revenue of $26.1 million in 2012, which was comprised of $24.4 million for product and service revenue and $1.7 million for R&D contract revenue.
The Company shipped 279 units during the fourth quarter of 2013 compared to 518 units in the fourth quarter of 2012. For the full year, the Company shipped 918 units compared to 1,391 in 2012.
Total cost of revenue for the fourth quarter of 2013 was $11.2 million, comprised of $10.6 million for cost of product and service revenue and $0.6 million for cost of R&D contract revenue. This compares to total cost of revenue of $9.5 million in the fourth quarter of 2012, which was comprised of $9.1 million for cost of product and service revenue and $0.4 million for cost of R&D contract revenue.
For the full year 2013, total cost of revenue was $37.8 million, comprised of $35.3 million for cost of product and service revenue and $2.5 million for cost of R&D contract revenue. This compares to total cost of revenue of $40.5 million in 2012, which was comprised of $37.7 million for cost of product and service revenue and $2.8 million for cost of R&D contract revenue.
R&D expenses for the fourth quarter and year ended 2013 were $0.8 million and $3.1 million, respectively. This compares to the fourth quarter and year ended 2012 of $1.3 million and $5.4 million, respectively.
Selling, general and administrative (SG&A) expenses for the fourth quarter and year ended 2013 were $3.5 million and $12.3 million, respectively. This compares to the fourth quarter and year ended 2012 of $4.0 million and $14.6 million, respectively.
Net loss for the fourth quarter and year ended 2013 was $28.9 million, or $0.28 per share on a basic and diluted basis, and $62.7 million, or $0.83 per share on a basic and diluted basis, respectively. Included in the net loss for the fourth quarter and year ended 2013 were charges related to the change in fair value of previously issued common stock warrants of $20.9 million and $37.1 million, respectively. Excluding these items from both periods, adjusted net loss for the fourth quarter and year ended 2013 was $8.0 million, or $0.08 per share on a basic and diluted basis, and $25.7 million, or $0.34 per diluted share.
Net loss for the fourth quarter and year ended 2012 was $8.5 million, or $0.22 per share on a basic and diluted basis, and $31.9 million, or $0.93 per share on a basic and diluted basis, respectively. Included in the net loss for the fourth quarter and year ended 2012 were benefits related to the change in fair value of previously issued common stock warrants of $1.1 million and $4.9 million, respectively. Excluding these items from both periods, adjusted net loss for the fourth quarter and year ended 2012 was $9.6 million, or $0.25 per share on a basic and diluted basis, and $36.7 million, or $1.07 per share on a basic and diluted basis, respectively.
The accompanying consolidated financial information and reconciliation tables provide additional information on the Company's year-to-date performance including a reconciliation of net income, as reported, to net income, as adjusted.
Cash and Liquidity
Net cash used in operating activities for the fourth quarter and full year 2013 was $8.9 million and $26.9 million respectively. Plug Power had cash and cash equivalents of $5.0 million and net working capital of $11.1 million at December 31, 2013. This compares to $9.4 million and $6.9 million, respectively, at December 31, 2012.
Conference Call
Plug Power has scheduled a conference call today at 10:00 am ET to review the Company's results for the fourth quarter of 2013. Interested parties are invited to listen to the conference call by calling 877.407.8291.
The webcast can be accessed at www.plugpower.com, selecting the conference call link on the home page, or directly at http://www.media-server.com/m/p/ge6327sd. A playback of the call will be available online for a period following the event.
About Plug Power Inc.
The architects of modern fuel cell technology, Plug Power is revolutionizing the industry with cost-effective power solutions that increase productivity, lower operating costs and reduce carbon footprints. Long-standing relationships with industry leaders, including Walmart, Sysco, Procter & Gamble, and Mercedes Benz, forged the path for Plug Power's innovative GenKey hydrogen and fuel cell system solutions. With more than 4,500 GenDrive units deployed to material handling customers, accumulating over 20 million hours of runtime, Plug Power manufactures tomorrow's incumbent power solutions today. Additional information about Plug Power is available at www.plugpower.com.
Plug Power Inc. Safe Harbor Statement
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to Plug Power's expected use of the net proceeds from the offering. These statements are based on current expectations that are subject to certain assumptions, risks and uncertainties, any of which are difficult to predict, are beyond Plug Power's control and may cause Plug Power's actual results to differ materially from the expectations in Plug Power's forward-looking statements including the risk that Plug Power does not become profitable when expected or at all or requires additional external funding to become profitable, the risk that unit orders will not ship, be installed and/or convert to revenue, in whole or in part; the risk that pending orders may not convert to purchase orders; the cost and timing of developing, marketing and selling Plug Power's products and its ability to fund such costs; the risk that Plug Power does not achieve the expected gross margin on the sale of its products; the risk that actual net cash used for operating expenses exceeds the projected net cash for operating expenses; the cost and availability of fuel and fueling infrastructures for Plug Power's products; market acceptance of Plug Power's GenDrive systems; Plug Power's 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 Plug Power's products; Plug Power's ability to develop commercially viable products; Plug Power's ability to reduce product and manufacturing costs; Plug Power's ability to successfully expand its product lines; Plug Power's ability to improve system reliability for Plug Power's GenDrive system; competitive factors, such as price competition and competition from other traditional and alternative energy companies; Plug Power's ability to manufacture products on a large-scale commercial basis; Plug Power's ability to protect its intellectual property; the cost of complying with current and future governmental regulations; and other risks and uncertainties discussed in the reports Plug Power files from time to time with the SEC. Plug Power does not intend to, and undertakes no duty to update any forward-looking statements as a result of new information or future events.
| Plug Power Inc. | ||
| Financial Highlights | ||
| Balance Sheets (Dollars in thousands): | ||
| (unaudited) | ||
| December 31, 2013 | December 31, 2012 | |
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | $ 5,027 | $ 9,380 |
| Accounts receivable, net | 6,429 | 4,022 |
| Inventory | 10,406 | 8,550 |
| Prepaid expenses and other current assets | 1,851 | 1,988 |
| Total current assets | 23,713 | 23,940 |
| Restricted cash | 500 | -- |
| Property, plant and equipment, net | 5,278 | 6,708 |
| Leased property under capital lease, net | 2,453 | 2,970 |
| Note receivable | 510 | 571 |
| Intangible assets, net | 2,902 | 5,271 |
| Total assets | $ 35,356 | $ 39,460 |
| Liabilities, Redeemable Preferred Stock, and Stockholders' Equity | ||
| Current liabilities: | ||
| Borrowings under line of credit | $ -- | $ 3,381 |
| Accounts payable | 3,094 | 3,558 |
| Accrued expenses | 3,069 | 3,828 |
| Product warranty reserve | 1,608 | 2,672 |
| Deferred revenue | 3,435 | 2,950 |
| Obligations under capital lease | 718 | 650 |
| Other current liabilities | 679 | -- |
| Total current liabilities | 12,603 | 17,039 |
| Obligations under capital leases | 587 | 1,305 |
| Deferred revenue | 5,579 | 4,362 |
| Common stock warrant liability | 28,830 | 476 |
| Finance obligation | 2,492 | -- |
| Other liabilities | 766 | 1,248 |
| Total liabilities | 50,857 | 24,430 |
| Redeemable preferred stock | 2,371 | -- |
| Stockholders' equity | (17,872) | 15,030 |
| Total liabilities, redeemable preferred stock, and stockholders' equity | $ 35,356 | $ 39,460 |
| Statements of Operations (Dollars in thousands): | Three months ended Dec 31, | Twelve months ended Dec 31, | ||
| (unaudited) | ||||
| 2013 | 2012 | 2013 | 2012 | |
| Revenue | ||||
| Product and service revenue | $ 7,765 | $ 5,696 | $ 25,105 | $ 24,407 |
| Research and development contract revenue | 267 | 226 | 1,496 | 1,701 |
| Total revenue | 8,032 | 5,922 | 26,601 | 26,108 |
| Cost of revenue and expenses | ||||
| Cost of product and service revenue | 10,559 | 9,106 | 35,343 | 37,658 |
| Cost of research and development contract revenue | 623 | 415 | 2,506 | 2,805 |
| Research and development expense | 778 | 1,345 | 3,121 | 5,434 |
| Selling, general and administrative expenses | 3,475 | 4,020 | 12,325 | 14,577 |
| Amortization of intangible assets | 566 | 580 | 2,271 | 2,306 |
| Operating loss | (7,969) | (9,544) | (28,965) | (36,672) |
| Interest and other income | 67 | 55 | 150 | 226 |
| Change in fair value of common stock warrant liability | (20,931) | 1,118 | (37,102) | 4,845 |
| Interest and other expense | (44) | (103) | (398) | (261) |
| Gain on sale of equity interest in joint venture | -- | -- | 3,235 | -- |
| Loss before income taxes | $ (28,877) | $ (8,474) | $ (63,080) | $ (31,862) |
| Income tax benefit | -- | -- | 410 | -- |
| Net loss attributable to the Company | $ (28,877) | $ (8,474) | $ (62,670) | $ (31,862) |
| Preferred stock dividends declared | (52) | -- | (121) | -- |
| Net loss attributable to common shareholders | $ (28,929) | $ (8,474) | $ (62,791) | $ (31,862) |
| Loss per share: Basic and diluted | $ (0.28) | $ (0.22) | $ (0.83) | $ (0.93) |
| Weighted average number of common shares outstanding | 103,476,781 | 38,156,591 | 76,436,408 | 34,376,427 |
| Plug Power Inc. | ||||
| Reconciliation of Non-GAAP financial measures | ||||
| Reconciliation of Reported Net loss to Adjusted Net loss | ||||
| Three months ended Dec 31, | Twelve months ended Dec 31, | |||
| 2013 | 2012 | 2013 | 2012 | |
| Net loss, as reported | $ (28,929) | $ (8,474) | $ (62,791) | $ (31,862) |
| Change in fair value of common stock warrant liability | (20,931) | 1,118 | (37,102) | 4,845 |
| Adjusted Net loss | $ (7,998) | $ (9,592) | $ (25,689) | $ (36,707) |
| Adjusted Loss per share: Basic and diluted | $ (0.08) | $ (0.25) | $ (0.34) | $ (1.07) |
| Weighted average number of common shares outstanding | 103,476,781 | 38,156,591 | 76,436,408 | 34,376,427 |
| Adjusted Net loss and Adjusted loss per share, basic and diluted, excludes the change in fair value of common stock warrant liability. | ||||
| Reconciliation of Reported Net loss to EBITDAS | ||||
| Three months ended Dec 31, | Twelve months ended Dec 31, | |||
| 2013 | 2012 | 2013 | 2012 | |
| Operating loss, as reported | $ (7,969) | $ (9,544) | $ (28,965) | $ (36,672) |
| Stock based compensation | 604 | 501 | 2,181 | 2,002 |
| Depreciation and amortization | 1,041 | 1,190 | 4,179 | 4,376 |
| EBITDAS | $ (6,324) | $ (7,853) | $ (22,605) | $ (30,294) |
| EBITDAS is defined as operating income (loss), as adjusted for depreciation and amortization expense and charges for equity compensation. EBITDAS is a non-GAAP measure of our financial performance and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity. | ||||
| Reconciliation of Gross margin percentage to Adjusted gross margin percentage | ||||
| Three months ended Dec 31, | Twelve months ended Dec 31, | |||
| 2013 | 2012 | 2013 | 2012 | |
| Product and service revenues, as reported | $ 7,765 | $ 5,696 | $ 25,105 | $ 24,407 |
| Deferred revenue recognized in the reporting period | (74) | (1,619) | (697) | (3,362) |
| Current invoiceable value of shipments, recorded to deferred revenue | 25 | 302 | 126 | 3,631 |
| Product and service revenues, as adjusted | $ 7,716 | $ 4,379 | $ 24,534 | $ 24,676 |
| Cost of product and service revenue | $ 10,559 | $ 9,106 | $ 35,343 | $ 37,658 |
| Gross margin percentage | (36.0%) | (59.9%) | (40.8%) | (54.3%) |
| Adjusted gross margin percentage | (36.8%) | (107.9%) | (44.1%) | (52.6%) |
| Gross margin percentage is a financial ratio used to indicate the relationship between cost of product and service revenue and product and service revenue. We use the term adjusted gross margin percentage to refer to product and service revenue, as adjusted, less total cost of product and service revenue as a percentage of product and service revenue, as adjusted. This non-GAAP financial measure allows management to view gross margin percentage as if revenue had been fully recognized upon invoicing. We believe that these non-GAAP measures, when taken together with our GAAP financial measures, allow us and our investors to better evaluate short-term and long-term profitability trends. | ||||
| While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures. These measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation. | ||||
| Plug Power Inc. and Subsidiaries | ||
| Condensed Consolidated Statements of Cash Flows | ||
| (Unaudited) | ||
| Twelve months ended Dec 31, | ||
| 2013 | 2012 | |
| Cash Flows From Operating Activities: | ||
| Net loss attributable to the Company | $ (62,670) | $ (31,862) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation of property, plant and equipment, and investment in leased property | 1,908 | 2,070 |
| Amortization of intangible asset | 2,271 | 2,306 |
| Stock-based compensation | 2,181 | 2,002 |
| Gain on sale of equity interest in joint venture | (3,235) | -- |
| Loss on disposal of property, plant and equipment | 66 | 52 |
| Loss on sale of leased assets | -- | 20 |
| Change in fair value of common stock warrant liability | 37,102 | (4,845) |
| Changes in operating assets and liabilities that provide (use) cash: | ||
| Accounts receivable | (2,408) | 9,368 |
| Inventory | (1,856) | (1,295) |
| Prepaid expenses and other current assets | 138 | (94) |
| Note receivable | 61 | (571) |
| Accounts payable, accrued expenses, product warranty reserve and other liabilities | (2,140) | 914 |
| Deferred revenue | 1,702 | 1,770 |
| Net cash used in operating activities | (26,880) | (20,165) |
| Cash Flows From Investing Activities: | ||
| Proceeds from sale of equity interest in joint venture | 3,235 | -- |
| Purchase of property, plant and equipment | (111) | (78) |
| Proceeds from disposal of property, plant and equipment | 84 | 64 |
| Net cash provided by (used in) investing activities | 3,208 | (14) |
| Cash Flows From Financing Activities: | ||
| Net change in restricted cash | (500) | -- |
| Proceeds from exercise of warrants | 6,103 | -- |
| Proceeds from issuance of preferred stock | 2,595 | -- |
| Preferred stock issuance costs | (224) | -- |
| Proceeds from issuance of common stock and warrants | 14,808 | 17,192 |
| Common stock issuance costs | (1,934) | (1,402) |
| Repayment of borrowings under line of credit | (3,381) | (2,024) |
| Proceeds from finance obligation | 2,600 | 2,105 |
| Principal payments on obligations under capital lease and finance obligation | (699) | (170) |
| Net cash provided by financing activities | 19,368 | 15,701 |
| Effect of exchange rate changes on cash | (49) | 1 |
| Increase (decrease) in cash and cash equivalents | (4,353) | (4,477) |
| Cash and cash equivalents, beginning of period | 9,380 | 13,857 |
| Cash and cash equivalents, end of period | $ 5,027 | $ 9,380 |
CONTACT: Media and Investor Relations Contact:
Teal Vivacqua
Plug Power Inc.
Phone: 518.738.0269