<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q/A
X - QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000 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: 00027527
PLUG POWER INC.
(Exact name of registrant as specified in its charter)
968 ALBANY-SHAKER ROAD, LATHAM, NEW YORK 12110
(Address of registrant's principal executive office)
(518) 782-7700
(Registrant's telephone number, including area code)
DELAWARE 22-3672377
(State or other jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 [X] No [_]
The number of shares of common stock outstanding as of October 31, 2000 was
43,699,960 with a par value of $.01 per share.
<PAGE>
PLUG POWER INC.
INDEX to FORM 10-Q/A
PART I. FINANCIAL INFORMATION Page
----
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets - September 30, 2000
and December 31, 1999 3
Condensed Consolidated Statements of Operations - Three Month
and Nine Month Periods ended September 30, 2000 and
September 30, 1999 and Cumulative Amounts from Inception 4
Condensed Consolidated Statements of Cash Flows -
Nine Month Periods ended September 30, 2000 and
September 30, 1999 and Cumulative Amounts from Inception 5
Notes to Condensed Consolidated Financial Statements 6-10
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-19
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings 20
Item 2 - Changes in Securities and Use of Proceeds 20
Item 6 - Exhibits and Reports on Form 8-K 20-23
Signature 23
<PAGE>
PLUG POWER INC.
(A Development Stage Enterprise)
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
(Unaudited)
September 30, 2000 December 31, 1999
------------------ ------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 92,316,916 $ 171,496,286
Restricted cash 275,000 275,000
Marketable securities 12,819,410 --
Accounts receivable 2,368,243 5,212,943
Inventory 2,156,781 304,711
Prepaid development costs 2,416,668 --
Other current assets 543,606 124,380
------------- --------------
Total current assets 112,896,624 177,413,320
Restricted cash 5,600,274 5,600,274
Property, plant and equipment, net 30,607,690 23,333,791
Intangible assets 7,666,298 -
Investment in affiliates 10,204,677 9,778,250
Prepaid development costs 3,021,318 --
------------- --------------
Total assets $ 169,996,881 $ 216,125,635
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,208,363 $ 4,644,496
Accrued expenses 4,855,428 3,004,126
Deferred grant revenue 200,000 200,000
Current portion of capital lease obligation
and long-term debt 354,230 353,175
------------- --------------
Total current liabilities 9,618,021 8,201,797
Long-term debt 5,600,274 5,600,274
Deferred grant revenue 650,000 800,000
Capital lease obligation 52,596 117,030
------------- --------------
Total liabilities 15,920,891 14,719,101
------------- --------------
Commitments and contingencies (see footnote 9)
Stockholders' equity:
Preferred stock, $0.01 par value per share; 5,000,000
shares authorized; none issued and outstanding -- --
Common stock, $0.01 par value per share;
245,000,000 shares authorized at September 30, 2000 and
95,000,000 shares authorized at December 31, 1999;
43,651,682 shares issued and outstanding, September
30, 2000 and 43,015,508 shares issued and
outstanding, December 31, 1999 436,517 430,155
Paid-in capital 266,557,506 249,964,994
Deficit accumulated during the development stage (112,918,033) (48,988,615)
------------- --------------
Total stockholders' equity 154,075,990 201,406,534
------------- --------------
Total liabilities and stockholders' equity $ 169,996,881 $ 216,125,635
============= =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE>
PLUG POWER INC.
(A Development Stage Enterprise)
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended Septemeber 30, Cumulative
--------------------------------- ------------------------------------ Amounts
2000 1999 2000 1999 from Inception
--------------- --------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Contract revenue $ 1,547,791 $ 3,006,061 $ 6,898,348 $ 6,701,596 $ 25,633,262
Cost of contract revenue 3,041,964 4,731,854 10,432,264 9,849,688 36,020,389
----------- ----------- ----------- ----------- -------------
Loss on contracts (1,494,173) (1,725,793) (3,533,916) (3,148,092) (10,387,127)
In-process research
and development - - 4,984,000 - 9,026,640
Research and
development expense 18,525,509 6,106,389 46,902,343 13,886,635 73,342,105
General and administrative
expense 2,113,631 1,656,644 5,303,231 4,925,980 15,174,391
Interest expense 110,824 - 265,439 - 455,025
Stock-based compensation 7,450,233 31,700 7,513,633 2,362,100 10,954,433
----------- ----------- ----------- ----------- -------------
Operating loss (29,694,370) (9,520,526) (68,502,562) (24,322,807) (119,339,721)
Interest income 1,981,989 149,550 6,474,467 367,583 9,794,761
Loss before
equity in
losses of affiliates (27,712,381) (9,370,976) (62,028,095) (23,955,224) (109,544,960)
Equity in losses
of affiliates (938,019) (411,802) (1,901,323) (912,250) (3,373,073)
----------- ----------- ----------- ----------- -------------
Net loss $ (28,650,400) $ (9,782,778) $ (63,929,418) $ (24,867,474) $(112,918,033)
=========== =========== =========== =========== =============
Loss per share:
Basic and diluted $ (0.66) $ (0.38) $ (1.48) $ (1.10)
=========== =========== =========== ===========
Weighted average
number of common
shares outstanding 43,433,561 25,423,078 43,181,442 22,688,822
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE>
PLUG POWER INC.
(A Development Stage Enterprise)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30, Cumulative
------------------------------------ Amounts from
2000 1999 Inception
---------------- --------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (63,929,418) $(24,867,474) $(112,918,033)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 2,251,156 988,668 4,290,192
In-process research and development - - 4,042,640
Equity in losses of affiliate 1,901,323 912,250 3,373,073
Amortization of intangible assets 1,958,202 - 1,958,202
Amortization of deferred rent - 100,000 150,000
Write-off of deferred rent - 1,850,000 1,850,000
In-kind services - - 500,000
Stock based compensation 253,924 2,250,000 2,503,924
Compensatory options 7,513,633 112,100 8,704,433
Changes in assets and liabilities:
Accounts receivable 2,844,700 (1,982,978) (2,368,243)
Inventory (1,852,070) - (2,156,781)
Due from investor - 461,774 286,492
Prepaid development costs (437,986) - (437,986)
Other current assets (419,226) (92,945) (521,692)
Accounts payable and accrued expenses 1,415,169 3,541,713 9,015,683
Deferred grant revenue (150,000) - 850,000
Due to investor - 236,387 (286,492)
------------ ------------ -------------
Net cash used in operating activities (48,650,593) (16,490,505) (81,164,588)
------------ ------------ -------------
Cash Flows From Investing Activities:
Purchase of property, plant and equipment (9,525,055) (8,536,633) (23,045,104)
Purchase of intangible assets (9,624,500) - (9,624,500)
Investment in affiliate (1,500,000) - (1,500,000)
Marketable securities (12,819,410) - (12,819,410)
------------ ------------ -------------
Cash used in investing activities (33,468,965) (8,536,633) (46,989,014)
------------ ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - 30,367,787 130,742,782
Proceeds from initial public offering, net - - 94,611,455
Stock issuance costs - - (1,639,577)
Proceeds from stock option exercises 3,003,567 - 3,045,474
Cash placed in escrow - (6,160,274) (5,875,274)
Principal payments on capital lease obligations (63,379) - (129,342)
Principal payments on long-term debt - - (285,000)
------------ ------------ -------------
Net cash provided by financing activities 2,940,188 24,207,513 220,470,518
------------ ------------ -------------
(Decrease) increase in cash and cash equivalents (79,179,370) (819,625) 92,316,916
Cash and cash equivalents, beginning of period 171,496,286 3,993,122 -
------------ ------------ -------------
Cash and cash equivalents, end of period $ 92,316,916 $ 3,173,497 $ 92,316,916
============ ============ =============
</TABLE>
5
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
PLUG POWER INC.
Notes to Condensed Consolidated Financial Statements
1. NATURE OF OPERATIONS
Plug Power Inc. (Company) was originally formed as a joint venture between
Edison Development Corporation (EDC) and Mechanical Technology Incorporated
(MTI) on June 27, 1997 and succeeded by merger to all of the assets,
liabilities and equity of Plug Power, L.L.C. in November 1999. The Company
is a development stage enterprise formed to research, develop, manufacture
and distribute fuel cells for electric power generation.
2. LIQUIDITY
Our cash requirements depend on numerous factors, including completion of our
product development activities, ability to commercialize our residential fuel
cell systems, market acceptance of our systems and other factors. We expect
to devote substantial capital resources to continue our development programs
directed at commercializing our fuel cell systems for worldwide residential
use, to hire and train our production staff, develop and expand our
manufacturing capacity, begin production activities and expand our research
and development activities. We will pursue the expansion of our operations
through internal growth and strategic acquisitions and expect such activities
will be funded from existing cash and cash equivalents, issuance of
additional equity or debt securities or additional borrowings subject to
market and other conditions. There can be no assurance that such additional
financing will be available on terms acceptable to the Company or at all.
Failure to raise the funds necessary to finance future cash requirements or
consummate future acquisitions could adversely affect the Company's ability
to pursue its strategy and could negatively affect operations in future
periods. We anticipate incurring substantial additional losses over at least
the next several years and believe that our current cash balances will
provide us with sufficient capital to fund operations for at least the next
12 months.
3. BASIS OF PRESENTATION
The condensed consolidated balance sheet as of September 30, 2000, the
condensed consolidated statements of operations for the three and nine month
periods ended September 30, 2000 and 1999 and the condensed consolidated
statements of cash flows for the nine month periods ended September 30, 2000
and 1999 have been prepared by the Company without audit. In the opinion of
management, all adjustments, which consist solely of normal recurring
adjustments, necessary to present fairly in accordance with generally
accepted accounting principles, 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 financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These condensed consolidated
financial statements should be read in conjunction with the Company's audited
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K filed for the fiscal year ended December 31, 1999.
Marketable Securities: Marketable securities includes investments in
corporate debt securities which are carried at fair value. These investments
are considered available for sale, and the difference between the cost and
the fair value of these securities would be reflected in other comprehensive
income and as a separate component of stockholders' equity. There was no
significant difference between cost and fair value of these investments at
September 30, 2000.
Recent Accounting Pronouncements: In March 2000, the Financial Accounting
Standards Board issued FASB Interpretation No. 44 ("FIN 44"), "Accounting for
Certain Transactions Involving Stock Compensation -- an Interpretation of APB
Opinion No. 25". FIN 44 clarifies the application of APB Opinion No. 25
including the following: the definition of an employee for purposes of
applying APB Opinion No. 25; the criteria for determining whether a plan
qualifies as a non compensatory plan; the accounting consequence of various
modifications to the terms of previously fixed stock options or awards; and
the accounting for an exchange of stock compensation awards in a business
combination. FIN 44 is generally effective July 1, 2000.
In December, 1999, the SEC issued Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" ("SAB 101"). SAB 101 summarizes certain
of the SEC's views in applying generally accepted accounting principles to
revenue recognition. The Company is required to apply the provisions of SAB
101 in the fourth quarter of 2000, however, the Company does not expect the
application of SAB 101 to have a material impact on the Company's financial
position or results of operations.
In September 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("Statement 133") and
subsequently issued Statement of Financial Accounting Standards No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities - an Amendment of FAS 133" ("Statement 138"). These statements,
which are effective for the Company for the year beginning January 1, 2001,
establish accounting and reporting standards for derivative instruments and
for hedging activities. Management believes that Statements 133 and 138 will
not have a material impact on the Company's Consolidated Financial
Statements.
6
<PAGE>
4. LOSS PER SHARE
Loss per share for the Company is as follows:
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
---------------- ---------------- ---------------- ----------------
Numerator
<S> <C> <C> <C> <C>
Net loss $(28,650,400) $(9,782,778) $(63,929,418) $(24,867,474)
Denominator
Weighted average number of
Common shares 43,433,561 25,423,078 43,181,442 22,688,822
</TABLE>
No options or warrants outstanding were included in the calculation of
diluted loss per share because their impact would have been anti-dilutive.
The calculation also excludes 111,851 contingently returnable shares.
5. INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income
Taxes." No benefit for federal or state income taxes has been reported in
these condensed consolidated statements of operations as they have been
offset by a full valuation allowance because it is more likely than not that
the tax benefits of the net operating loss carryforward may not be realized.
6. INVESTMENTS IN AFFILIATES
In February 1999, the Company entered into an agreement with GE MicroGen,
Inc. (formerly GE On-Site Power, Inc.) a wholly owned subsidiary of General
Electric Co. to create GE Fuel Cell Systems, L.L.C. (GEFCS) a limited
liability company created to market and distribute fuel cell systems world-
wide. GE MicroGen owns 75% of GEFCS and the Company owns 25% of GEFCS. The
Company accounts for its interest in GEFCS on the equity method of accounting
and adjusts its investment by its proportionate share of income or losses.
During the nine months ended September 30, 2000, GEFCS had net revenues (fee
income) of approximately $1,379,000 and an operating and net loss of
approximately $2,465,000. For this same period, the Company has recorded
equity in losses of this affiliate of approximately $1,460,000, including
goodwill amortization of $844,000.
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. Given the Company's revised product introduction schedule, which is
expected to be during the first half of 2002, it does not expect any
significant sales to GE before the first half of 2002.
In March 2000, the Company acquired a 28% ownership interest in Advanced
Energy Systems, Inc. (AES) in exchange for a combination of $1.5 million cash
and Plug Power common stock valued at approximately $828,000. The Company
accounts for its interest in AES on the equity method of accounting and
adjusts its investment by its proportionate share of income or losses.
During the nine months ended September 30, 2000, AES had sales of
approximately $1,443,000 and an
7
<PAGE>
operating and net loss of approximately $521,000. For this same period, the
Company has recorded equity in losses of this affiliate of approximately
$441,000, including goodwill amortization of $295,000.
7. GASTEC TRANSACTION
In February 2000, Plug Power acquired all of Gastec's intellectual property,
and certain fixed assets, related to fuel processor development for fuel cell
systems capable of producing up to 100 kW of electricity. The total purchase
price was $14,800,000, paid in cash. In connection with the transaction, the
Company recorded in-process research and development expense in the amount of
$4,984,000, fixed assets in the amount of $192,000 and intangible assets in
the amount of $9,624,000 (including a trained workforce for $357,000).
The in-process research and development was valued using an income approach
which reflects the present value of future avoided costs the Company
estimates it would otherwise have spent if it were to acquire the exclusive
rights to this technology, for its remaining useful life, from another
entity. The Company then discounted the net avoided cost using a 40%
discount rate which the Company believes to be consistent with the risk
associated with this early stage technology. This amount was further adjusted
to reflect the technology's stage of completion, of approximately 30%, in
order to reflect the value of the in-process research and development
attributable to the efforts of the seller up to the date of the transaction.
Fixed assets were capitalized at their fair value and will be depreciated
over their useful life.
In connection with the transaction, the Company acquired the services of
employees experienced in the fuel cell industry. Accordingly, the Company
has capitalized the estimated cost savings associated with recruiting,
relocating and training a similar workforce.
The remaining $9,267,000 has been capitalized as an intangible asset. This
amount together with the value attributable to the trained workforce has been
capitalized and is being amortized over the next 36 months.
8. STOCKHOLDERS' EQUITY
Changes in stockholders' equity for the nine months ended September 30, 2000
is as follows:
<TABLE>
<CAPTION>
Deficit
Accumulated
During the Total
Common stock Additional Development Stockholders'
Shares Amount Paid-in Capital Stage Equity
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 2000 43,015,508 $430,155 $249,964,994 $(48,988,615) $201,406,534
Stock issued for equity in 7,000 70 827,680 827,750
affiliate
Stock issued for development 104,869 1,048 4,998,952 5,000,000
agreement
Stock issued to employees 3,041 31 253,893 253,924
Compensatory stock options 7,513,633 7,513,633
Stock option exercises 521,264 5,213 2,998,354 3,003,567
Net loss (63,929,418) (63,929,418)
--------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2000 43,651,682 $436,517 $266,557,506 $(112,918,033) $154,075,990
=========================================================================================
</TABLE>
During the quarter ended September 30, 2000, the Company recorded a one-time,
non-cash charge in the amount of $7.4 million related to stock-based
compensation for the Company's former President and CEO.
8
<PAGE>
9. COMMITMENTS AND CONTINGENCIES
Development agreements:
In April, 2000, the Company finalized a joint development agreement with
AXIVA GmbH, to develop a high temperature membrane electrode unit (MEU).
Under the agreement, Plug Power and Axiva will exclusively work together on
the development of a high temperature MEU for Plug Power's stationary fuel
cell system applications. As part of the agreement Plug Power will
contribute an estimated $4.1 million (not to exceed $4.5 million) to fund its
share of the development efforts over the next twelve months. As of
September 30, 2000, the Company has contributed $1.5 million under the terms
of the agreement. In connection with the transaction, the Company has
recorded $1.5 million under the balance sheet caption "Prepaid development
costs". Through September 30, 2000, the Company has expensed $750,000 of such
costs.
In June 2000, the Company finalized a joint development agreement with
Engelhard Corporation for development and supply of advanced catalysts to
increase the overall performance and efficiency of Plug Power's fuel
processor - the front end of the fuel cell system. As part of the agreement,
over the next three years, Plug Power will contribute $10 million to fund
Engelhard's development efforts and Engelhard will purchase $10 million of
Plug Power's common stock. The agreements also specify rights and
obligations for Engelhard to supply product to Plug Power over the next 10
years. As of September 30, 2000, the Company has contributed $5 million
under the terms of the agreement while Engelhard has purchased $5 million of
Plug Power common stock. In connection with the transaction, the Company has
recorded $5 million under the balance sheet caption "Prepaid development
costs". Through September 30, 2000, the Company has expensed $312,000 of such
costs.
In September 2000, the Company finalized a joint development agreement with
Torrington Research Company for development and supply of auxiliary
components within Plug Power's fuel cell system. As part of the agreement,
Plug Power will contribute $750,000 to fund Torrington's development efforts
through year-end 2000. In connection with the transaction, the Company will
receive a specified number of development units which it will integrate into
the Plug Power fuel cell system. Through September 30, 2000, the Company has
funded development activities in the amount of approximately $350,000, which
has been recorded as research and development expense.
Litigation:
The Company has disclosed on a Form 8-K filed January 25, 2000, with the
Securities and Exchange Commission, that a legal complaint was filed against
the Company, The Detroit Edison Company and EDC alleging the entities
misappropriated business and technical trade secrets, ideas, know-how and
strategies relating to fuel cell systems and breached certain contractual
obligations owed to DCT, Inc. The Company believes that the allegations in
the complaint are without merit and is vigorously contesting the litigation.
The Company does not believe that the outcome of these actions will have will
a material adverse effect upon its financial position, results of operations
or liquidity; however,
9
<PAGE>
litigation is inherently uncertain and there can be no assurances as to the
ultimate outcome or effect of this action.
On or about September 14, 2000, a purported shareholder class action
complaint was filed in the federal district court for the Eastern District of
New York alleging that Plug Power and various of its officers and directors
violated certain federal securities laws by failing to disclose certain
information concerning its products and future prospects. The action is
entitled Plumbing Solutions v. Plug Power Inc., et al., CV-00-5553. The
action was brought on behalf of a purported class of purchasers of Plug
Power, Inc. stock who purchased the stock between February 14, 2000 and
August 2, 2000. Subsequently, thirteen additional complaints with similar
allegations and class periods were filed. By order dated October 30, 2000,
the court consolidated the complaints into one action, CV-00-5553. Plug
Power believes that the allegations in the complaints are without merit and
intends to vigorously defend the claims. Plug Power does not believe that
the outcome of these actions will have a material adverse effect upon its
financial position, results of operations or liquidity; however, litigation
is inherently uncertain and there can be no assurances as to the ultimate
outcome or effect of these actions.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANAYLSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the accompanying
Condensed Consolidated Financial Statements and Notes thereto included within
this report, and our audited financial statements and notes thereto included in
our Annual Report on Form 10-K filed for the fiscal year ended December 31,
1999. In addition to historical information, this Form 10-Q and the following
discussion contain forward-looking statements that reflect our plans, estimates,
intentions, expectations and beliefs. Our actual results could differ materially
from those discussed in the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those
set forth under the caption "Risk Factors" in our Annual Report on Form 10-K
filed for the fiscal year ended December 31, 1999.
OVERVIEW
Plug Power is a designer and developer of on-site, electricity generation
systems utilizing proton exchange membrane (PEM) fuel cells for residential
applications. GE Fuel Cell Systems, LLC, a joint venture 75% owned by General
Electric's GE Power Systems business and 25% owned by Plug Power, will market,
sell, service, and install our product. We recently completed an amendment to
our distribution agreement with GE Fuel Cell Systems that defines product
specifications and delivery schedules for pre-commercial and commercial model
introductions. The new agreement also allows GE to extend the existing 10-year
agreement by an additional 5 years.
Plug Power was formed in June 1997 as a joint venture to further the
development of fuel cells for electric power generation in residential and other
applications. We are a development stage company and expect that we will have
full commercial product availability during the first half of 2002. While the
Company has certain best efforts obligations to GE in 2001 with respect to pre-
commercial and first generation commercial products, we do not expect
significant product sales to GE before full commercial product availability
during the first half of 2002.
We continue to advance the development of our product. Through the first nine
months of 2000 we have produced 91 pre-commercial systems for both onsite and
offsite testing. These systems have accumulated over 100,000 hours of system run
time. While these systems are not our final commercial design they have enabled
us to gather meaningful data that is critical to the design of our initial
commercial product. During the fourth quarter, the company will manufacture
initial prototype RU1 (Residential Unit 1) systems.
Since inception, we have devoted substantially all of our resources toward the
development of the PEM fuel cell systems and have derived substantially all of
our revenue from government research and development contracts. Through
September 30, 2000, our stockholders in the aggregate have contributed $225.4
million in cash, including $93.0 million in net proceeds from our initial public
offering of common stock, which closed on November 3, 1999 and $31.3 million in
other contributions, consisting of in-process research and development, real
estate, other in-kind contributions and a 25% interest in GE Fuel Cell Systems.
From inception through September 30, 2000, we have incurred losses of $112.9
million and expect to continue to incur losses as we expand our product
development and commercialization program and prepare for the commencement of
manufacturing operations. We expect that losses
11
<PAGE>
will fluctuate from quarter to quarter and that such fluctuations may be
substantial as a result of, among other factors, the number of systems we
produce and install for internal and external testing, the related service
requirements necessary to monitor those systems and potential design changes
required as a result of field testing. There can be no assurance that we will
manufacture or sell residential fuel cell systems successfully or achieve or
sustain product revenues or profitability.
ALLIANCES AND DEVELOPMENT AGREEMENTS
Since our inception in June 1997, we have formed strategic alliances with
suppliers of key components, developed distributor and customer relationships,
and entered into development and demonstration programs with electric utilities,
government agencies and other energy providers.
GASTEC: In February 2000, Plug Power acquired all of Gastec's intellectual
property, and certain fixed assets, related to fuel processor development for
fuel cell systems capable of producing up to 100 kW of electricity. The total
purchase price was $14,800,000, paid in cash. In connection with the
transaction, the Company recorded in-process research and development expense in
the amount of $4,984,000, fixed assets in the amount of $192,000 and intangible
assets in the amount of $9,624,000 (including a trained workforce for $357,000).
The in-process research and development was valued using an income approach
which reflects the present value of future avoided costs the Company estimates
it would otherwise have spent if it were to acquire the exclusive rights to this
technology, for its remaining useful life, from another entity. The Company
then discounted the net avoided cost using a 40% discount rate which the Company
believes to be consistent with the risk associated this early stage technology.
This amount was further adjusted to reflect the technology's stage of
completion, of approximately 30%, in order to reflect the value of the in-
process research and development attributable to the efforts of the seller up to
the date of the transaction. Fixed assets were capitalized at their fair value
and will be depreciated over their useful life. In connection with the
transaction, the Company acquired the services of employees experienced in the
fuel cell industry. Accordingly, the Company has capitalized the estimated cost
savings associated with recruiting, relocating and training a similar workforce.
The remaining $9,267,000 has been capitalized as an intangible asset. This
amount together with the value attributable to the trained workforce has been
capitalized and is being amortized over the next 36 months.
AXIVA: In April, 2000, the Company finalized a joint development agreement with
AXIVA GmbH, to develop a high temperature membrane electrode unit (MEU). Under
the agreement, Plug Power and Axiva will exclusively work together on the
development of a high temperature MEU for Plug Power's stationary fuel cell
system applications. As part of the agreement Plug Power will contribute an
estimated $4.1 million (not to exceed $4.5 million) to fund its share of the
development efforts over the next twelve months. As of September 30, 2000, the
Company has contributed $1.5 million under the terms of the agreement. In
connection with the transaction, the Company has recorded $1.5 million under the
balance sheet caption "Prepaid development costs". Through September 30, 2000,
the Company has expensed $750,000 of such costs.
ENGELHARD: In June 2000, the Company finalized a joint development agreement
with Engelhard Corporation for development and supply of advanced catalysts to
increase the overall
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performance and efficiency of Plug Power's fuel processor -the front end of the
fuel cell system. As part of the agreement, over the next three years, Plug
Power will contribute $10 million to fund Engelhard's development efforts and
Engelhard will purchase $10 million of Plug Power's common stock. The agreements
also specify rights and obligations for Engelhard to supply product to Plug
Power over the next 10 years. As of September 30, 2000, the Company has
contributed $5 million under the terms of the agreement while Engelhard has
purchased $5 million of Plug Power common stock. In connection with the
transaction, the Company has recorded $5 million under the balance sheet caption
"Prepaid development costs". Through September 30, 2000, the Company expensed
$312,000 of such costs.
ADVANCED ENERGY SYSTEMS: In March 2000, the Company acquired a 28% ownership
interest in Advanced Energy Systems, Inc. (AES) in exchange for a combination of
$1.5 million cash and Plug Power stock valued at approximately $828,000. The
Company accounts for its interest in AES on the equity method of accounting and
adjusts its investment by its proportionate share of income or losses. During
the nine months ended September 30, 2000, AES had sales of approximately
$1,443,000 and an operating and net loss of approximately $521,000.
TORRINGTON RESEARCH COMPANY: In September 2000, the Company finalized a joint
development agreement with Torrington Research Company for development and
supply of auxiliary components within Plug Power's fuel cell system. As part of
the agreement, Plug Power will contribute $750,000 to fund Torrington's
development efforts through year-end 2000. In connection with the transaction,
the Company will receive a specified number of development units which it will
integrate into the Plug Power fuel cell system. Through September 30, 2000, the
Company has funded development activities in the amount of approximately
$350,000, which has been recorded as research and development expense.
RESULTS OF OPERATIONS
Comparison of the Three Months Ended September 30, 2000 and September 30, 1999.
Revenues. Our revenues during this period were derived primarily from cost
reimbursement government contracts relating to the development of PEM fuel cell
technology and contract revenue generated from the delivery of PEM fuel cells
and related engineering and testing support services for other customers. Our
government contracts provide for the partial recovery of direct and indirect
costs from the specified government agency, generally requiring us to absorb
from 25% to 50% of contract costs incurred. As a result of these cost sharing
requirements, we will report losses on these contracts as well as any future
government contracts awarded.
Total revenues for the third quarter ended September 30, 2000, were $1.5
million as compared to $3.0 million for the third quarter of 1999. The decrease
is the result of completion of government contracts with the U.S. Department of
Energy. Although we intend to continue certain government contract work, we
expect future quarterly contract revenue will continue to decrease on a
comparable basis with prior periods, as we focus on bringing the RU1
(Residential Unit 1) to the commercial marketplace.
During the third quarter of 2000, the Company manufactured 30 pre-commercial
residential fuel cell systems. The specifications of our current pre-commercial
systems do not conform to the
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specifications originally agreed upon with GE in February 1999. As a result, GE
is no longer contractually obligated to purchase the 485 units under its take or
pay commitment and we no longer anticipate the projected $10.3 million in
revenue from GE in 2000. Additionally, while the Company has certain best
efforts obligations to GE in 2001 with respect to pre-commercial and first
generation commercial products, we do not expect significant product sales to GE
before full commercial product availability during the first half of 2002.
Cost of revenues. Cost of contract revenue includes compensation and
benefits for the engineering and related support staff, fees paid to outside
suppliers for subcontracted components and services, fees paid to consultants
for services provided, materials and supplies used and other directly allocable
general overhead costs. Cost of contract revenue was $3.0 million for the three
months ended September 30, 2000, as compared to $4.7 million for the same period
last year. While contract costs have decreased as a result of our reduced
government contract activity, the percentage of contract cost compared to
contract revenue has increased due to greater cost sharing requirements on those
contracts currently in place. The result was a loss on contracts of $1.5
million for the three months ended September 30, 2000 compared to a loss on
contracts of $1.7 million last year.
We expect the cost to produce our initial systems will be higher than their
sales price under the terms of our arrangements with our two distributors, GE
Fuel Cell Systems and Edison Development and expect to continue to experience
costs in excess of product revenues until we achieve higher production levels,
which we do not anticipate until after 2003.
Research and Development. Research and development expense includes
compensation and benefits for the engineering and related staff, expenses for
contract engineers, materials to build development and prototype units, fees
paid to outside suppliers for subcontracted components and services, supplies
used, facility related costs, such as computer and network services and other
general overhead costs. Research and development expenses increased to $18.5
million for the three months ended September 30, 2000 from $6.1 million for the
three months ended September 30, 1999.
The increase of $12.4 million was primarily attributable to the growth of our
research and development activities, which included a 40% increase in the labor
base, 30 test and evaluation residential PEM fuel cell systems, amortization of
capitalized development expenses in the amount of $900,000 under our joint
development programs with Engelhard and Axiva, recorded on our balance sheet
under the caption "Prepaid development costs" and amortization in the amount of
$800,000 related to the portion of the Gastec purchase price which has been
capitalized and recorded on our balance sheet under the caption "Intangible
assets."
General and Administrative. General and administrative expense includes
compensation, benefits and related costs in support of our general corporate
functions, including general management, finance and accounting, human
resources, marketing, information technology and legal services. General and
administrative expenses increased to $2.1 million for the three months ended
September 30, 2000 from $1.7 million for the three months ended September 30,
1999. The increase is due to an increased personnel cost and general expenses
associated with expanding business operations.
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Interest Expense. Interest expense of $111,000 for the three months ended
September 30, 2000 consists of interest on a long-term obligation related to a
real estate purchase agreement with Mechanical Technology in June, 1999, and
interest paid on capital lease obligations.
Stock-based Compensation. During the quarter ended September 30, 2000, we
recorded a one-time, non-cash charge in the amount of $7.4 million related to
stock-based compensation for the Company's former President and CEO.
Interest Income. Interest income consists of interest earned on our cash and
cash equivalents and increased to $2.0 million for the three months ended
September 30, 2000 from $150,000 for the same period last year. The increase
was due to interest earned on higher balances of cash and cash equivalents
available throughout the third quarter of 2000, which is result of our initial
public offering of common stock and the exercise of warrants and stock purchase
commitments by our existing stockholders.
Equity in losses of affiliates. Equity in losses of affiliates increased to
$938,000 for the three months ended September 30, 2000 from $412,000 last year.
Equity in losses of affiliates for the period ended September 30, 2000 in the
amount of $938,000 is our proportionate share of the losses of GE Fuel Cell
Systems and Advanced Energy Systems in the amount of $509,000 and goodwill
amortization on those investments in the amount of $429,000.
Income Taxes. No benefit for federal and state income taxes has been
reported in the financial statements as the deferred tax asset generated from
our net operating has been offset by a full valuation allowance because it is
more likely than not that the tax benefits of the net operating loss
carryforward may not be realized.
We were taxed as a partnership prior to November 3, 1999, the effective date
of our merger into a C corporation, and the federal and state income tax
benefits of our losses were recorded by our stockholders. Effective on November
3, 1999, we began accounting for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS 109), ''Accounting for Income
Taxes.''
Comparison of the Nine Months Ended September 30, 2000 and September 30, 1999.
Revenues. Our revenues during this period were derived primarily from cost
reimbursement government contracts relating to the development of PEM fuel cell
technology and contract revenue generated from the delivery of PEM fuel cells
and related engineering and testing support services for other customers. Our
government contracts provide for the partial recovery of direct and indirect
costs from the specified government agency, generally requiring us to absorb
from 25% to 50% of contract costs incurred. As a result of these cost sharing
requirements, we will report losses on these contracts as well as any future
government contracts awarded.
Total revenues for the nine months ended September 30, 2000 were $6.9 million
as compared to $6.7 million for the same period in 1999. We have substantially
completed certain government contracts with the U.S. Department of Energy.
Although we intend to continue
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certain government contract work, we expect future quarterly contract revenue
will continue to decrease on a comparable basis with prior periods, as we focus
on bringing the RU1 (Residential Unit 1) to the commercial marketplace.
During the first nine months of 2000, the Company manufactured 91 pre-
commercial residential fuel cell systems. The specifications of our current
pre-commercial systems do not conform to the specifications originally agreed
upon with GE in February 1999. 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. As a result, GE is no longer contractually
obligated to purchase the 485 units under its take or pay commitment and we no
longer anticipate the projected $10.3 million in revenue from GE in 2000.
Additionally, while the Company has certain best efforts obligations to GE in
2001 with respect to pre-commercial and first generation commercial products, we
do not expect significant product sales to GE before full commercial product
availability during the first half of 2002.
Cost of revenues. Cost of contract revenue includes compensation and
benefits for the engineering and related support staff, fees paid to outside
suppliers for subcontracted components and services, fees paid to consultants
for services provided, materials and supplies used and other directly allocable
general overhead costs allocated to specific government contracts. Cost of
contract revenue was $10.4 million for the nine months ended September 30, 2000,
as compared to $9.8 million for the same period last year. The increase in
contract costs are related to increased effort on those contracts with greater
cost sharing requirements. We have recently completed government contracts with
the U.S. Department of Energy which had more favorable cost sharing
requirements. The result was a loss on contracts of $3.5 million for the nine
months ended September 30, 2000 compared to a loss on contracts of $3.1 million
last year.
We expect the cost to produce our initial systems will be higher than their
sales price under the terms of our arrangements with our two distributors, GE
Fuel Cell Systems and Edison Development and expect to continue to experience
costs in excess of product revenues until we achieve higher production levels,
which we do not anticipate until after 2003.
Research and Development. Research and development expense includes
compensation and benefits for the engineering and related staff, expenses for
contract engineers, materials to build development and prototype units, fees
paid to outside suppliers for subcontracted components and services, supplies
used, facility related costs, such as computer and network services and other
general overhead costs. Research and development expenses increased to $46.9
million for the nine months ended September 30, 2000 from $13.9 million for the
nine months ended September 30, 1999.
The increase of $33.0 million was primarily attributable to the growth of our
research and development activities, which included a 40% increase in the labor
base, 91 test and evaluation residential PEM fuel cell systems, amortization of
capitalized development expenses in the amount of $1.0 million under our joint
development programs with Engelhard and Axiva, recorded on our balance sheet
under the caption "Prepaid development costs" and amortization in the amount of
$2.0 million related to the portion of the Gastec purchase price which has been
capitalized and recorded on our balance sheet under the caption "Intangible
assets."
General and Administrative. General and administrative expense includes
compensation, benefits and related costs in support of our general corporate
functions, including general
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management, finance and accounting, human resources, business development,
information and legal services. General and administrative expenses increased to
$5.3 million for the nine months ended September 30, 2000 from $4.9 million for
the nine months ended September 30, 1999. The increase is due to an increased
personnel cost and general expenses associated with expanding business
operations. The 1999 amount includes a one-time charge in the amount of $1.9
million charge for the write-off of deferred rent expense, further explained
below.
In June 1999, the Company entered into a real estate purchase agreement with
Mechanical Technology to acquire our current facility, a portion of which we
previously leased from them. As a result, we wrote off deferred rent expense in
the amount of $1.9 million during the quarter ended June 30, 1999.
Interest Expense. Interest expense of $265,000 for the nine months ended
September 30, 2000 consists of interest on a long-term obligation related to a
real estate purchase agreement with Mechanical Technology in June, 1999, and
interest paid on capital lease obligations.
Stock-based Compensation. During the nine months ended September 30, 2000, we
recorded a one-time, non-cash charge in the amount of $7.4 million related to
stock-based compensation expense for the Company's former President and CEO.
Additionally, we have recorded $87,000 related to compensatory options issued to
employees.
During the nine months ended September 30, 1999, we recognized $2.3 million in
non-cash stock-based compensation expense in connection with our original
formation agreements which provided Mechanical Technology the right to earn non-
cash credits relating to services it rendered prior to our formation in
connection with securing future government contracts. Upon our formation,
Mechanical Technology contributed its fuel cell operations to us and we received
the right to these government contracts if ever awarded in the future. When
these contracts were awarded to us, Mechanical Technology earned the non-cash
credits, entitling it to receive 2,250,000 shares of common stock with a fair
value at the time of grant of $2.3 million. Additionally, we have recorded
$112,000 related to compensatory options issued to employees.
Interest Income. Interest income consists of interest earned on our cash and
cash equivalents and increased to $6.5 million for the nine months ended
September 30, 2000 from $368,000 for the same period last year. The increase
was due to interest earned on higher balances of cash and cash equivalents
available throughout the first nine months of 2000, which is result of our
initial public offering of common stock and the exercise of warrants and stock
purchase commitments by our existing stockholders.
Equity in losses of affiliates. Equity in losses of affiliates increased to
$1.9 million for the nine months ended September 30, 2000 from $912,000 last
year. Equity in losses of affiliates during the nine months ended September 30,
2000 in the amount of $1.9 million is our proportionate share of the losses of
GE Fuel Cell Systems and Advanced Energy Systems in the
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amount of $762,000 combined with goodwill amortization on those investments in
the amount of $1.1 million which we account for under the equity method of
accounting.
Income Taxes. No benefit for federal and state income taxes has been
reported in the financial statements because the deferred tax asset generated
from our 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 carryforward may not be realized.
We were taxed as a partnership prior to November 3, 1999, the effective date
of our merger into a C corporation, and the federal and state income tax
benefits of our losses were recorded by our stockholders. Effective on November
3, 1999, we began accounting for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS 109), ''Accounting for Income
Taxes.''
LIQUIDITY AND CAPITAL RESOURCES
Summary
Our cash requirements depend on numerous factors, including completion of our
product development activities, ability to commercialize our residential fuel
cell systems, market acceptance of our systems and other factors. We expect to
devote substantial capital resources to continue our development programs
directed at commercializing our fuel cell systems for worldwide residential use,
to hire and train our production staff, develop and expand our manufacturing
capacity, begin production activities and expand our research and development
activities. We will pursue the expansion of our operations through internal
growth and strategic acquisitions and expect such activities will be funded from
existing cash and cash equivalents, issuance of additional equity or debt
securities or additional borrowings subject to market and other conditions.
There can be no assurance that such additional financing will be available on
terms acceptable to the Company or at all. Failure to raise the funds necessary
to finance future cash requirements or consummate future acquisitions could
adversely affect the Company's ability to pursue its strategy and could
negatively affect operations in future periods. We anticipate incurring
substantial additional losses over at least the next several years and believe
that our current cash balances will provide us with sufficient capital to fund
operations for at least the next 12 months.
We have financed our operations through September 30, 2000, primarily from the
sale of equity, which has provided cash in the amount of $226.8 million. As of
September 30, 2000, we had unrestricted cash, cash equivalents and marketable
securities totaling $105.1 million and working capital was approximately $103.3
million. As a result of our purchase of real estate from Mechanical Technology,
we have escrowed $5.8 million in cash to collateralize the debt assumed on the
purchase.
During the nine months ended September 30, 2000, net cash used in operating
activities was $48.7 million, including $5.0 million related to the write off of
in-process research and development related to our acquisition of intellectual
property acquired from Gastec. Cash used in investing activities during the
nine months ended September 30, 2000, was $33.5 million, including $12.8 million
for the purchase of marketable securities. Excluding the purchase of marketable
securities, cash used in investing activities was $20.7 million consisting of
$9.5
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million for the purchase of property, plant and equipment, $9.7 million
representing the purchase of intangible assets related to the acquisition of
intellectual property from Gastec and $1.5 million for the purchase of a 28%
ownership interest in Advanced Energy Systems.
Since inception, net cash used in operating activities has been $81.2 million
and cash used in investing activities has been $47.0 million, including $12.8
million for the purchase of marketable securities.
IMPACT OF YEAR 2000
In late 1999, we completed a review and evaluation of the potential impact
that the change in the date to the Year 2000 will have on our computer systems
and concluded that all of our major computer systems were able to recognize and
appropriately process dates commencing in the Year 2000. As a result of those
planning and implementation efforts, the Company experienced no significant
disruptions in mission critical information technology and non-information
technology systems and believes those systems successfully responded to the Year
2000 date change.
Our historical cost to assess our Year 2000 readiness has been negligible. The
Company is not aware of any material problems resulting from Year 2000 issues,
either with its internal systems, or the products and services of third parties.
We will continue to monitor our mission critical computer applications and those
of our suppliers and vendors throughout the year 2000 to ensure that any latent
Year 2000 matters that may arise are addressed promptly.
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
--------------------------
The Company has disclosed on a Form 8-K filed January 25, 2000, with the
Securities and Exchange Commission, that a legal complaint was filed against the
Company, The Detroit Edison Company and EDC alleging the entities
misappropriated business and technical trade secrets, ideas, know-how and
strategies relating to fuel cell systems and breached certain contractual
obligations owed to DCT, Inc. The Company believes that the allegations in the
complaint are without merit and is vigorously contesting the litigation. The
Company does not believe that the outcome of these actions will have will a
material adverse effect upon its financial position, results of operations or
liquidity; however, litigation is inherently uncertain and there can be no
assurances as to the ultimate outcome or effect of this action.
On or about September 14, 2000, a purported shareholder class action
complaint was filed in the federal district court for the Eastern District of
New York alleging that Plug Power and various of its officers and directors
violated certain federal securities laws by failing to disclose certain
information concerning its products and future prospects. The action is
entitled Plumbing Solutions v. Plug Power Inc., et al., CV-00-5553. The action
was brought on behalf of a purported class of purchasers of Plug Power, Inc.
stock who purchased the stock between February 14, 2000 and August 2, 2000.
Subsequently, thirteen additional complaints with similar allegations and class
periods were filed. By order dated October 30, 2000, the court consolidated the
complaints into one action, CV-00-5553. Plug Power believes that the
allegations in the complaints are without merit and intends to vigorously defend
the claims. Plug Power does not believe that the outcome of these actions will
have a material adverse effect upon its financial position, results of
operations or liquidity; however, litigation is inherently uncertain and there
can be no assurances as to the ultimate outcome or effect of these actions.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
--------------------------------------------------
Plug Power has issued securities that were not registered under the
Securities Act of 1933, as amended (the "Securities Act") in the following
transactions. The shares of common stock issued in each of the transactions were
offered and sold in reliance upon Section 4(2) of the Securities Act relative to
sales by an issuer not involving a public offering.
On March 13, 2000, in connection with a stock purchase agreement, we issued
and sold 7,000 shares of our common stock, in combination with $1.5 million in
cash, to Advanced Energy Systems, Inc., in consideration of our receipt of a 28%
equity interest in Advanced Energy Systems, Inc., a developer of power
electronics for fuel cell applications.
On June 9, 2000, in connection with a joint development agreement, we
issued and sold 104,869 shares of our common stock to Engelhard Corporation, for
an aggregate purchase price of $5.0 million. As part of the transaction, Plug
Power contributed $5.0 million to fund Engelhard's development efforts related
to advanced catalyst.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
A) Exhibits.
2.1 Agreement and Plan of Merger by and between Plug Power and Plug Power,
LLC, a Delaware limited liability company, dated as of October 7, 1999. *
3.1 Amended and Restated Certificate of Incorporation of Plug Power. *
3.2 Amended and Restated By-laws of Plug Power. *
4.1 Specimen certificate for shares of common stock, $.01 par value, of Plug
Power. *
10.1 Amended and Restated Limited Liability Company Agreement of GE Fuel Cell
Systems, LLC, dated February 3, 1999, between GE On-Site Power, Inc. and Plug
Power, LLC *
10.2 Contribution Agreement, dated as of February 3, 1999, by and between GE
On-Site Power, Inc. and Plug Power, LLC. *
10.3 Trademark and Trade Name Agreement, dated as of February 2, 1999, between
General Electric Company and GE Fuel Cell Systems, LLC. *
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10.4 Trademark Agreement, dated as of February 2, 1999, between Plug Power LLC
and GE Fuel Cell Systems, LLC. *
10.5 Distributor Agreement, dated as of February 2, 1999, between GE Fuel Cell
Systems, LLC and Plug Power, LLC. *
10.6 Side letter agreement, dated February 3, 1999, between General Electric
Company and Plug Power LLC. *
10.7 Mandatory Capital Contribution Agreement, dated as of January 26, 1999,
between Edison Development Corporation, Mechanical Technology Incorporated and
Plug Power, LLC and amendments thereto, dated August 25, 1999 and August 26,
1999. *
10.8 LLC Interest Purchase Agreement, dated as of February 16, 1999, between
Plug Power, LLC and Michael J. Cudahy. *
10.9 Warrant Agreement, dated as of February 16, 1999, between Plug Power, LLC
and Michael J. Cudahy and amendment thereto, dated July 26, 1999. *
10.10 LLC Interest Purchase Agreement, dated as of February 16, 1999, between
Plug Power, LLC and Kevin Lindsey. *
10.11 LLC Interest Purchase Agreement, dated as of April 1, 1999, between Plug
Power, LLC and Antaeus Enterprises, Inc. *
10.12 LLC Interest Purchase Agreement, dated as of April 9, 1999, between Plug
Power, LLC and Southern California Gas Company. *
10.13 Warrant Agreement, dated as of April 9, 1999, between Plug Power, LLC
and Southern California Gas Company and amendment thereto, dated August 26,
1999. *
10.14 Agreement, dated as of June 26, 1997, between the New York State Energy
Research and Development Authority and Plug Power LLC, and amendments thereto
dated as of December 17, 1997 and March 30, 1999. *
10.15 Agreement, dated as of January 25, 1999, between the New York State
Energy Research and Development Authority and Plug Power LLC. *
10.16 Agreement, dated as of September 30, 1997, between Plug Power LLC and
the U.S. Department of Energy. *
10.17 Cooperative Agreement, dated as of September 30, 1998, between the
National Institute of Standards and Technology and Plug Power, LLC, and
amendment thereto dated May 10, 1999. *
10.18 Joint venture agreement, dated as of June 14, 1999 between Plug Power,
LLC, Polyfuel, Inc., and SRI International. *
10.19 Cooperative Research and Development Agreement, dated as of February 12,
1999, between Plug Power, LLC and U.S. Army Benet Laboratories. *
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10.20 Nonexclusive License Agreement, dated as of April 30, 1993, between
Mechanical Technology Incorporated and the Regents of the University of
California. *
10.21 Development Collaboration Agreement, dated as of July 30, 1999, by and
between Joh. Vaillant GMBH. U. CO. and Plug Power, LLC. *
10.22 Agreement of Sale, dated as of June 23, 1999, between Mechanical
Technology, Incorporated and Plug Power LLC. *
10.23 Assignment and Assumption Agreement, dated as of July 1, 1999, between
the Town of Colonie Industrial Development Agency, Mechanical Technology,
Incorporated, Plug Power, LLC, KeyBank, N.A., and First Albany Corporation. *
10.24 Replacement Reimbursement Agreement, dated as of July 1, 1999, between
Plug Power, LLC and KeyBank, N.A. *
10.25 1997 Membership Option Plan and amendment thereto dated September 27,
1999. *
10.26 Trust Indenture, dated as of December 1, 1998, between the Town of
Colonie Industrial Development Agency and Manufacturers and Traders Trust
Company, as trustee. *
10.27 Distribution Agreement, dated as of June 27, 1997, between Plug Power,
LLC and Edison Development Corporation and amendment thereto dated September
27, 1999. *
10.28 Agreement, dated as of June 27, 1999, between Plug Power, LLC and Gary
Mittleman. *
10.29 Agreement, dated as of June 8, 1999, between Plug Power, LLC and Louis
R. Tomson. *
10.30 Agreement, dated as of August 6, 1999, between Plug Power, LLC and
Gregory A. Silvestri. *
10.31 Agreement, dated as of August 12, 1999, between Plug Power, LLC and
William H. Largent. *
10.32 Agreement, dated as of August 20, 1999, between Plug Power, LLC and
Dr. Manmohan Dhar.*
10.33 1999 Stock Option and Incentive Plan. *
10.34 Employee Stock Purchase Plan. *
10.35 Agreement, dated as of August 27, 1999, by Plug Power, LLC, Plug Power
Inc., GE On-Site Power, Inc., GE Power Systems Business of General Electric
Company, and GE Fuel Cell Systems, L.L.C. *
10.36 Registration Rights Agreement to be entered into by the Registrant and
the stockholders of the Registrant. *
10.37 Registration Rights Agreement to be entered into by Plug Power, L.L.C.
and GE On-Site Power, Inc. *
10.38 Agreement dated September 11, 2000, between Plug Power Inc. and Gary
Mittleman.
10.39 Amendment No. 1 to Distributor Agreement dated February 2, 1999, between
GE Fuel Cell Systems, L.L.C. and Plug Power Inc.
10.40 Amendment to the Distributor Agreement dated February 2, 1999, made as
of July 31, 2000 between GE Fuel Cell Systems, L.L.C. and Plug Power Inc.
(Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.)
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto).*
24.1 Powers of Attorney (included on signature page). *
* Incorporated by reference to the Company's Registration Statement on
Form S-1 (File Number 333-86089)
27.1 Financial Data Schedule
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B) Reports on Form 8-K.
On August 4, 2000, we filed a Form 8-K with the Securities and Exchange
Commission announcing the issuance of a press release announcing second
quarter results and product development update, including an amendment to
our distribution agreement with GE Fuel Cell Systems.
On August 25, 2000, we filed a Form 8-K with the Secutities and Exchange
Commission announcing the issuance of a press release announcing the
resignation of Gary Mittleman, President, Chief Executive Officer and
Director, and appointment of Greg Silvestri, Executive Vice President of
Operations, to Chief Operating Officer.
SIGNATURE
__________
Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this amendment to be signed on its behalf by the undersigned
thereunto duly authorized.
PLUG POWER INC.
DATE: NOVEMBER 21, 2000 BY: /S/ WILLIAM H. LARGENT
--------------------------
William Largent
CHIEF FINANCIAL OFFICER
23
