.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
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:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification Number) |
(Address of Principal Executive Offices, including Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of common stock, par value of $.01 per share, outstanding as of August 3, 2024 was
INDEX to FORM 10-Q
2
PART 1. FINANCIAL INFORMATION
Item 1 — Interim Financial Statements (Unaudited)
Plug Power Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
| June 30, |
| December 31, | |||
| 2024 |
| 2023 | |||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash | | | ||||
Accounts receivable, net of allowance of $ |
| |
| | ||
Inventory, net |
| |
| | ||
Contract assets | | | ||||
Prepaid expenses and other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Restricted cash |
| |
| | ||
Property, plant, and equipment, net | |
| | |||
Right of use assets related to finance leases, net | | | ||||
Right of use assets related to operating leases, net | | | ||||
Equipment related to power purchase agreements and fuel delivered to customers, net | |
| | |||
Contract assets | | | ||||
Intangible assets, net |
| |
| | ||
Investments in non-consolidated entities and non-marketable equity securities | | | ||||
Other assets |
| |
| | ||
Total assets | $ | | $ | | ||
Liabilities and Stockholders’ Equity | ||||||
Current liabilities: | ||||||
Accounts payable | $ | | $ | | ||
Accrued expenses |
| |
| | ||
Deferred revenue and other contract liabilities |
| |
| | ||
Operating lease liabilities | | | ||||
Finance lease liabilities | | | ||||
Finance obligations | | | ||||
Current portion of long-term debt | | | ||||
Contingent consideration, loss accrual for service contracts, and other current liabilities |
| |
| | ||
Total current liabilities |
| |
| | ||
Deferred revenue and other contract liabilities |
| |
| | ||
Operating lease liabilities | | | ||||
Finance lease liabilities | | | ||||
Finance obligations |
| |
| | ||
Convertible senior notes, net | | | ||||
Long-term debt | | | ||||
Contingent consideration, loss accrual for service contracts, and other liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
Stockholders’ equity: | ||||||
Common stock, $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Accumulated deficit |
| ( |
| ( | ||
Less common stock in treasury: | ( | ( | ||||
Total stockholders’ equity |
| |
| | ||
Total liabilities and stockholders’ equity | $ | | $ | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
3
Plug Power Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
(Unaudited)
Three months ended | Six months ended | ||||||||||
June 30, | June 30, | ||||||||||
2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Net revenue: | |||||||||||
Sales of equipment, related infrastructure and other | $ | | $ | | $ | | $ | | |||
Services performed on fuel cell systems and related infrastructure | | | | | |||||||
Power purchase agreements | |
| | |
| | |||||
Fuel delivered to customers and related equipment | |
| | |
| | |||||
Other | | | | | |||||||
Net revenue | | | | | |||||||
Cost of revenue: | |||||||||||
Sales of equipment, related infrastructure and other | |
| | |
| | |||||
Services performed on fuel cell systems and related infrastructure | |
| | |
| | |||||
Provision for loss contracts related to service | | | | | |||||||
Power purchase agreements | |
| | |
| | |||||
Fuel delivered to customers and related equipment | |
| | |
| | |||||
Other | |
| | |
| | |||||
Total cost of revenue | |
| | |
| | |||||
Gross loss | ( |
| ( | ( |
| ( | |||||
Operating expenses: | |||||||||||
Research and development | | | | | |||||||
Selling, general and administrative | | | | | |||||||
Restructuring | | — | | — | |||||||
Impairment | | | | | |||||||
Change in fair value of contingent consideration | | | ( | | |||||||
Total operating expenses | | | | | |||||||
Operating loss | ( | ( | ( | ( | |||||||
Interest income | |
| | |
| | |||||
Interest expense | ( | ( | ( | ( | |||||||
Other expense, net | ( |
| ( | ( |
| ( | |||||
Realized gain on investments, net | — | | — | | |||||||
Change in fair value of equity securities | — | | — | | |||||||
Loss on equity method investments | ( | ( | ( | ( | |||||||
Loss on extinguishment of convertible senior notes | — | — | ( | — | |||||||
Loss before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||
Income tax benefit | |
| | |
| | |||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||
Net loss per share: | |||||||||||
Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||
Weighted average number of common stock outstanding | |
| | |
| |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
4
Plug Power Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(Unaudited)
Three months ended | Six months ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2024 |
| 2023 | 2024 |
| 2023 | ||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive income: | ||||||||||||
Foreign currency translation gain |
| |
| |
| |
| | ||||
Change in net unrealized gain on available-for-sale securities | — | | — | | ||||||||
Comprehensive loss, net of tax | $ | ( | $ | ( | $ | ( | $ | ( |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
5
Plug Power Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
| |||||||||
Additional | Other | Total | ||||||||||||||||||||
Common Stock | Paid-in | Comprehensive | Treasury Stock | Accumulated | Stockholders’ | |||||||||||||||||
| Shares |
| Amount |
| Capital |
| Gain/(Loss) |
| Shares |
| Amount |
| Deficit |
| Equity | |||||||
December 31, 2023 |
| | $ | | $ | | $ | ( |
| | $ | ( | $ | ( | $ | | ||||||
Net loss | — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Other comprehensive loss | — |
| — |
| — |
| ( |
| — |
| — |
| — | ( | ||||||||
Stock-based compensation | |
| |
| |
| — |
| — |
| — |
| — |
| | |||||||
Public offerings, common stock, net of issuance costs | | | | — | — | — | — | | ||||||||||||||
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | ( |
| ( |
| |
| — |
| — |
| — |
| — |
| | |||||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | — | — | — | — | | ( | — | ( | ||||||||||||||
Provision for common stock warrants | — | — | | — | — | — | — | | ||||||||||||||
March 31, 2024 |
| | $ | | $ | | $ | ( |
| | $ | ( | $ | ( | $ | | ||||||
Net loss | — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Other comprehensive income | — |
| — |
| — |
| |
| — |
| — |
| — | | ||||||||
Stock-based compensation | |
| |
| |
| — |
| — |
| — |
| — |
| | |||||||
Public offerings, common stock, net of issuance costs | | | | — | — | — | — | | ||||||||||||||
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | |
| |
| |
| — |
| — |
| — |
| — |
| | |||||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | — | — | — | — | | ( | — | ( | ||||||||||||||
Earnouts from acquisitions paid in stock | | | | — | — | — | — | | ||||||||||||||
Provision for common stock warrants | — | — | | — | — | — | — | | ||||||||||||||
June 30, 2024 |
| | $ | | $ | | $ | ( |
| | $ | ( | $ | ( | $ | | ||||||
December 31, 2022 |
| | $ | | $ | | $ | ( |
| | $ | ( | $ | ( | $ | | ||||||
Net loss | — | — | — | — | — | — | ( | ( | ||||||||||||||
Other comprehensive income | — | — | — | | — | — | — | | ||||||||||||||
Stock-based compensation | | | | — | — | — | — | | ||||||||||||||
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | | | | — | — | — | — | | ||||||||||||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | — | — | — | — | | ( | — | ( | ||||||||||||||
Exercise of warrants | | | ( | — | — | — | — | — | ||||||||||||||
Provision for common stock warrants | — | — | | — | — | — | — | | ||||||||||||||
March 31, 2023 | | $ | | $ | | $ | ( | | $ | ( | $ | ( | $ | | ||||||||
Net loss | — | — | — | — | — | — | ( | ( | ||||||||||||||
Other comprehensive income | — | — | — | | — | — | — | | ||||||||||||||
Stock-based compensation | | | | — | — | — | — | | ||||||||||||||
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | | | | — | — | — | — | | ||||||||||||||
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | — | — | — | — | | ( | — | ( | ||||||||||||||
Exercise of warrants | | | ( | — | — | — | — | — | ||||||||||||||
Provision for common stock warrants | — | — | | — | — | — | — | | ||||||||||||||
Earnouts from acquisitions paid in stock | | | | — | — | — | — | | ||||||||||||||
June 30, 2023 | | $ | | $ | | $ | ( | | $ | ( | $ | ( | $ | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
6
Plug Power Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Six months ended June 30, | ||||||
| 2024 | 2023 | ||||
Operating activities | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation of long-lived assets |
| |
| | ||
Amortization of intangible assets |
| |
| | ||
Lower of cost or net realizable value inventory adjustment and provision for excess and obsolete inventory | | | ||||
Stock-based compensation |
| |
| | ||
Loss on extinguishment of convertible senior notes | | — | ||||
(Recoveries)/provision for losses on accounts receivable | ( |