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, 2004

PLUG POWER INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-27527	22-3672377
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 25, 2004, Plug Power Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2003. That release referred to certain attached financial highlights for the fourth quarter and year ended December 31, 2003. The full text of the press release, including the attachment referred to within the release, which were posted on Plug Power Inc.’s internet website, are furnished as Exhibit 99.1 hereto and are incorporated by reference herein.

Exhibit No.	Description
99.1	Press Release of Plug Power Inc. dated February 25, 2004, including attachment.

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, 2004	PLUG POWER INC.
	By:	/S/ DAVID A. NEUMANN
		David A. Neumann Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Plug Power Inc. dated February 25, 2004, including attachment.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

February 25, 2004

Contacts:

David Neumann

Chief Financial Officer

Phone: (518) 782-7700 ext. 1161

Cynthia Mahoney White

Manager, Public Relations & Marketing

Phone: (518) 782-7700 ext. 1973

PLUG POWER REPORTS YEAR-END AND FOURTH QUARTER RESULTS

Strengthened financial position, improved cash management, met corporate milestones

LATHAM, N.Y. – February 25, 2004 — Plug Power Inc. (NASDAQ: PLUG), a leader in the development of proton exchange membrane fuel cell systems, today reported financial results for the year and quarter ended December 31, 2003.

In 2003, Plug Power improved the Company’s capitalization and strengthened the balance sheet by adding approximately $85.0 million in cash, cash equivalents and marketable securities through a private placement of common stock and a merger transaction with H Power Corp (H Power). At December 31, 2003, the Company had $102.0 million in cash, cash equivalents and marketable securities and $99.3 million in working capital.

“We are pleased to have been able to strengthen the Company’s financial position,” said David Neumann, Chief Financial Officer. “Our efforts included reducing cash used in operating activities for the third consecutive year; we expect further reductions in 2004.”

Net cash used in operating activities improved for the third consecutive year to $34.4 million, excluding $3.6 million for costs related to the acquisition of H Power, compared to $36.9 million during the same period of 2002 and $55.3 million in 2001. Net cash used in operating activities for the quarter ended December 31, 2003 declined to $10.2 million, excluding $0.2 million acquisition-related costs, compared to $10.8 million during the fourth quarter of 2002.

“We have consistently met our milestones in each of the last three years,” said Dr. Roger Saillant. “As detailed in our January 21, 2004 press release, during 2003 we delivered 145 fuel cell systems to customers around the world, we enhanced our product portfolio by introducing our GenCore^TM and GenSite^TM product lines and we strengthened our strategic relationship with Honda. Most importantly, we remain focused on building the underlying business and committed to pursuing the shortest path to profitability.”

Total revenue for the year ended December 31, 2003 increased to $12.5 million from $11.8 million in 2002. Total revenue for the fourth quarter of 2003 was $3.0 million compared to $3.4 million for the same period in 2002.

Net loss for 2003 was $53.0 million or $0.88 per share, compared to $47.2 million or $0.93 per share in the year ended December 31, 2002. The current year net loss includes a charge of $3.0 million for the write-off of in-process research and development expense and approximately $2.2 million for amortization of capitalized technology related to the acquisition of intellectual property and certain other assets acquired as part of the H Power acquisition.

Net loss for the quarter was $14.0 million or $0.21 per share, compared to $12.7 million or $0.25 per share for the same period in 2002. As described above, the current quarter net loss includes a charge of approximately $688,000 for amortization of capitalized technology related to the H Power acquisition.

During 2003 weighted average shares outstanding increased to 60.1 million shares compared to 50.6 million shares in 2002. Weighted average shares outstanding for the quarter ended December 31, 2003 increased to 68.2 million shares compared to 50.9 million for the same period in 2002. As of December 31, 2003 there were approximately 72.9 million shares issued and outstanding.

Plug Power has scheduled a conference call today at 10:00 AM (EST) to review its year-end and fourth quarter 2003 results. Interested parties are invited to participate. To listen to the conference call, please call 617-786-2964. The live Web cast can be accessed by logging onto http://www.plugpower.com. A playback of the call will be available on the Web site until December 31, 2004.

See the attached financial highlights for the year-end and fourth quarter 2003. For more information about Plug Power please visit http://www.plugpower.com.

About Plug Power

Plug Power Inc. designs and develops on-site energy systems based on proton exchange membrane fuel cells. Plug Power’s strategic partners include GE Fuel Cell Systems, DTE Energy Technologies, Vaillant GmbH, Honda R&D Co., Ltd., Engelhard Corporation and Celanese Ventures. 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 commercially viable on-site energy products; the cost and timing of developing Plug Power’s on-site energy products; market acceptance of Plug Power’s on-site energy products; Plug Power’s reliance on its relationship with certain affiliates of General Electric (GEFCS); Plug Power’s ability to perform on its multi-generation product plan in a manner satisfactory to GEFCS; Plug Power’s ability to manufacture on-site energy products on a large-scale commercial basis; competitive factors, such as price competition and competition from other traditional and alternative energy companies; the cost and availability of components and parts for Plug Power’s on-site energy products; the ability to raise and provide the necessary capital to develop, manufacture and market Plug Power’s on-site energy products; Plug Power’s ability to establish relationships with third parties with respect to product development, manufacturing, distribution and servicing and the supply of key product components; Plug Power’s ability to protect its intellectual property; Plug Power’s ability to lower the cost of its on-site energy products and demonstrate their reliability; the cost of complying with current and future governmental regulations; the impact of deregulation and restructuring of the electric utility industry on demand for Plug Power’s on-site energy products; fluctuations in the trading price and volume of Plug Power’s common stock and other risks and uncertainties discussed under the heading “Factors Affecting Future Results” in Plug Power’s annual report on Form 10-K for the fiscal year ended December 31, 2002, dated March 31, 2003 and filed with the Securities Exchange Commission on March 31, 2003, 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, 2002		December 31, 2003
Assets
Current assets:
Cash and cash equivalents	$	27,257,641	$	88,685,255
Restricted cash		325,000		345,000
Marketable securities		28,590,378		13,318,850
Accounts receivable		4,145,328		3,307,627
Inventory		2,031,995		2,663,741
Prepaid development costs		2,145,265		708,481
Other current assets		2,639,630		1,253,510
Total current assets		67,135,237		110,282,464
Restricted cash		4,675,274		4,330,274
Property, plant and equipment, net		26,320,676		24,122,266
Intangible asset		514,847		3,437,500
Investment in affiliates		9,488,762		7,588,891
Goodwill		—		10,388,980
Other assets		547,995		438,396
Total assets	$	108,682,791	$	160,588,771
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	947,839	$	1,975,370
Accrued expenses and other current liabilities		3,432,841		3,836,583
Deferred revenue		5,878,784		5,184,932
Total current liabilities		10,259,464		10,996,885
Long-term debt and other liabilities		5,726,559		5,305,765
Total liabilities		15,986,023		16,302,650
Stockholders’ equity		92,696,768		144,286,121
Total liabilities and stockholders’ equity	$	108,682,791	$	160,588,771

Statements of Operations Data:	Three Months Ended December 31,						Twelve Months Ended December 31,
	2002			2003			2002			2003
Revenue
Product and service revenue	$	2,045,405		$	1,350,372		$	9,426,803		$	7,517,060
Research and development contract revenue		1,331,130			1,630,212			2,391,374			4,985,157
Total revenue		3,376,535			2,980,584			11,818,177			12,502,217
Cost of revenue and expenses
Cost of product and service revenue		1,802,225			2,785,747			7,601,819			7,150,192
Cost of research and development contract revenue		1,812,733			2,661,153			3,738,838			7,009,752
In-process research and development		—			—			—			3,000,000
Research and development expense:
Noncash stock-based compensation		483,610			318,448			1,003,616			1,752,276
Other research and development		9,879,824			8,979,105			39,285,548			38,317,462
General and administrative expense:
Noncash stock-based compensation		66,619			540,156			481,927			896,018
Other general and administrative		1,785,763			1,559,145			6,473,957			6,286,894
Operating loss		(12,454,239	)		(13,863,170	)		(46,767,528	)		(51,910,377	)
Interest income, net		200,351			281,608			1,558,440			771,446
Loss before equity in losses of affiliates		(12,253,888	)		(13,581,562	)		(45,209,088	)		(51,138,931	)
Equity in losses of affiliates		(465,187	)		(457,943	)		(2,009,238	)		(1,899,871	)
Net loss	$	(12,719,075	)	$	(14,039,505	)	$	(47,218,326	)	$	(53,038,802	)
Loss per share - basic and diluted	$	(0.25	)	$	(0.21	)	$	(0.93	)	$	(0.88	)
Weighted average number of shares outstanding		50,902,068			68,190,254			50,644,950			60,145,940

Statements of Cash Flows Data:	Three Months Ended December 31,						Twelve Months Ended December 31,
	2002			2003			2002			2003
Net cash used in operating activities	$	(10,826,448	)	$	(10,384,859	)	$	(36,894,436	)	$	(38,016,779	)
Purchases of property, plant and equipment, net of proceeds on disposals		512,374			(337,794	)		(993,556	)		(627,348	)
Principal payments on long-term debt and capital leases		(343,891	)		(344,341	)		(361,058	)		(391,309	)
Proceeds from stock option exercises		186,152			218,260			1,104,610			433,578
Proceeds from acquisition, net		—			—			—			29,465,741
Proceeds from issuance of common stock, net		—			54,967,204			—			54,967,204