Form 8-K - Current report

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): November 12, 2024

Plug Power Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34392	22-3672377
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

125 Vista Boulevard, Slingerlands, New York		12159
(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))

Securities registered pursuant to 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PLUG		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ¨

Item 2.02 Results of Operations and Financial Condition.

On November 12, 2024, Plug Power Inc., a Delaware corporation (the “Company”), issued a press release regarding its financial results for the third quarter ended September 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1. The Company will be hosting a conference call at 8:30 a.m. Eastern Time regarding its financial results for the third quarter ended September 30, 2024. The conference call will be available through the Company's website at www.plugpower.com.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.

The information included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall this item or Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such future filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Title
99.1		Press Release of Plug Power Inc., dated November 12, 2024.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Plug Power Inc.

Date: November 12, 2024	By:	/s/ Paul Middleton
		Name: Paul Middleton
		Title: Chief Financial Officer

Exhibit 99.1

Plug Power Announces Key Strategic Milestones and Continued Margin Improvement in Third Quarter 2024

SLINGERLANDS, N.Y., November 12, 2024 — Plug Power Inc. (NASDAQ: PLUG), a global leader in comprehensive hydrogen solutions for the green hydrogen economy, today announced further progress on its strategic and operational initiatives and path to profitability in the third quarter of 2024. These developments underscore the Company's commitment to advancing the hydrogen economy and solidifying its market and financial position in the industry.

Financial Highlights

Q3 Financial Performance: Plug reported revenue of $173.7 million in Q3 2024, representing an inflection in electrolyzer deployments, continued expansion of its internally produced hydrogen network, and increased leverage on its manufacturing footprint.

Operating Cash Flows: Improved 31% Quarter-Over-Quarter (QoQ) reflecting improvement in margins, working capital efficiency, and leverage of existing inventory. Plug expects to continue to see improvements as revenues increase in the fourth quarter, allowing for further leverage on inventory and fixed manufacturing costs.

Gross Margin Loss: Decreased 37% QoQ. This was driven by multiple revenue streams, equipment improving 42%, service improving 776%, Power Purchase Agreements (PPA) improving 13%, and fuel improving 9%.

Net Loss: Plug recorded an Earnings-Per-Share loss of $0.25 for Q3 2024, compared to $0.36 for Q2 2024. The Company recorded a net loss of $211.2 million in Q3 2024, compared to $262.3 million in Q2 2024. This net loss included strategic investments, new product deployments, and market dynamics. This net loss also included ~$70.5 million of non-cash charges such as depreciation and amortization, stock-based compensation, provision for common stock warrants, inventory adjustments, and impairment charges.

Operational and Strategic Highlights

Electrolyzer Deployment and Revenue Inflection: Plug reported an inflection point for revenue in Q3 2024 with electrolyzer sales increasing 285% QoQ with contribution from 5MW (megawatt) system sales being recognized and additional revenue recognized from a large-scale order being deployed. In Q3 2024, the Company announced an order for 25 MW from bp and Iberdola’s joint venture at the Castellon refinery project in Spain. This quarter marks a major milestone for Plug’s electrolyzer business as it scales and is a significant inflection point for the industry overall, with Q4 2024 expected to see significant deployments continue. This positions the product platform for growth in 2025 and beyond.

Leveraging Plug’s Hydrogen Production Network: Hydrogen fuel margins continue to improve as the Company effectively leverages its internal network of hydrogen plants. Planned downtime and maintenance at its Georgia and Tennessee facilities in Q3 2024 limited margin contribution but is expected to improve with higher utilization in Q4 2024. Additionally, our Joint Venture hydrogen plant with Olin Corporation in Louisiana is progressing and is currently in the process of commissioning, with liquid production expected to ramp up to nameplate capacity during Q1 2025.

Basic Engineer and Design Package (BEDP) Contracts: To date, Plug has grown to over 8 GW (gigawatts) in global BEDP contracts, which includes further progress in Q3 2024 to a binding framework agreement to provide Allied Green Ammonia (AGA) with 3 GW of electrolyzer capacity for its ammonia plant in Australia. Plug and AGA are in the final stages of completing purchase agreements, expected to be finalized in the coming months. Progress with BEDP customers has continued globally, and anticipated finalization of the 45V tax credit in the U.S. is expected to support acceleration in BEDP work and project FIDs in coming quarters.

Continued Momentum in Material Handling: This quarter Plug saw additional benefits of price increases implemented during Q2 2024, primarily in its fuel and service business, with additional pricing benefits expected from PPAs in Q4 2024. Alongside this progress, Plug expanded its material handling portfolio by partnering with Carreras Grupo Logistico to establish Spain’s first hydrogen-powered logistics site. Plug plans to deliver a complete green hydrogen ecosystem to this site, including hydrogen fuel cells, a 1 MW electrolyzer, and a hydrogen refueling station, marking a key milestone in advancing hydrogen adoption in European logistics.

Groundbreaking 8 MW Stationary Hydrogen Fuel Cell System for Energy Vault: Plug Power has completed the installation of an 8 MW hydrogen fuel cell system, designed and integrated by Energy Vault, for a first-of-its-kind hybrid microgrid in California. Combining battery storage with green hydrogen, this system will deliver reliable power during wildfires and emergencies, setting a new benchmark for clean, resilient energy solutions in the U.S.

Department of Energy (DOE) Support: Plug continues to progress with the DOE loan, which aims to support the expansion of its green hydrogen initiatives and infrastructure for up to six hydrogen sites. Additionally, the Company was awarded a $10 million DOE grant to lead the development of advanced hydrogen refueling stations in Washington State in Q3 2024.

Revenue Outlook: Plug anticipates its 2024 revenue to range between $700 million and $800 million, driven by a pipeline of orders in the electrolyzer, cryogenic, and material handling businesses in the second half of 2024. Despite the speed and development of the hydrogen economy continuing to impact hydrogen equipment deployments, the mid-term and long-term outlook remains positive.

CEO Statement

Plug Power CEO Andy Marsh stated: “Plug Power's performance this quarter underscores our commitment to building a sustainable and profitable hydrogen future. Our progress in electrolyzer deployments, advancements in hydrogen production, and expansion into new markets reflect our team's dedication to leading the build out of the hydrogen economy.”

2024 Plug symposium

Plug will host its 6^th annual symposium on November 13^th at its headquarters in Slingerlands, N.Y. The event will bring together Plug leadership and industry experts to showcase groundbreaking projects that are reshaping the hydrogen industry and to present innovative solutions for the future.

We invite all stakeholders to join us virtually for this important industry event. Register now at: https://event.on24.com/wcc/r/4709318/2EB78C1AF5AAF63684C7F1DF68A30983?partnerref=EarningsPR

Conference Call

Plug Power has a scheduled conference call today, November 12, at 8:30 AM ET to review the Company’s results for the third quarter of 2024. Interested parties are invited to listen to the conference call by calling 877-407-9221 / +1 201-689-8597

The webcast can be accessed at: https://event.webcasts.com/starthere.jsp?ei=1692922&tp_key=d012114e58

A playback of the call will be available online for a period following the event.

About Plug Power

Plug is building an end-to-end green hydrogen ecosystem, from production, storage, and delivery to energy generation, to help its customers meet their business goals and decarbonize the economy. In creating the first commercially viable market for hydrogen fuel cell technology, the Company has deployed more than 69,000 fuel cell systems and over 250 fueling stations, more than anyone else in the world, and is the largest buyer of liquid hydrogen.

With plans to operate a green hydrogen highway across North America and Europe, Plug built a state-of-the-art Gigafactory to produce electrolyzers and fuel cells and is developing multiple green hydrogen production plants for commercial operation. Plug delivers its green hydrogen solutions directly to its customers and through joint venture partners into multiple environments, including material handling, e-mobility, power generation, and industrial applications.

For more information, visit www.plugpower.com.

Plug Power Safe Harbor Statement

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties about Plug Power Inc. (“Plug”), including but not limited to statements about Plug’s expectations regarding its revenue in Q4 2024 and its ability to leverage inventory and fixed manufacturing costs; Plug’s expectations regarding its electrolyzer business, including deployments in Q4 2024 and growth in 2025 and beyond; Plug’s expectations that planned downtime and maintenance at its Georgia and Tennessee facilities will improve with higher utilization in Q4 2024; Plug’s expectation that its Joint Venture hydrogen plant with Olin Corporation in Louisiana will ramp up to nameplate capacity during Q1 2025; Plug’s expectation that it will finalize purchase agreements with Allied Green Ammonia in the coming months; Plug’s anticipation that finalization of the 45V tax credit in the U.S. will support acceleration in BEDP work and project FIDs in coming quarters; Plug’s expectations that there will be additional impacts from price increases from power purchase agreements in Q4 2024; Plug’s plans to deliver a complete green hydrogen ecosystem Carreras Grupo Logistico; Plug’s belief that its hydrogen fuel cell system for Energy Vault will deliver reliable power during wildfires and emergencies; Plug’s expectation with respect to its conditional commitment loan guarantee from the United States Department of Energy (DOE); Plug’s anticipation that its 2024 revenue will range between $700 million and $800 million and Plug’s belief that the mid-term and long-term outlook for the hydrogen economy in the United States remains positive.

You are cautioned that such statements should not be read as a guarantee of future performance or results as such statements are subject to risks and uncertainties. Actual performance or results may differ materially from those expressed in these statements as a result of various factors, including, but not limited to, the following: the risk that our ability to achieve our business objectives and to continue to meet our obligations is dependent upon our ability to maintain a certain level of liquidity, which will depend in part on our ability to manage our cash flows; the risk that the funding of our loan guarantee from the Department of Energy may be delayed and the risk that we may not be able to satisfy all of the technical, legal, environmental or financial conditions acceptable to the DOE to receive the loan guarantee; the risk that we may continue to incur losses and might never achieve or maintain profitability; the risk that we may not realize the anticipated benefits and actual savings in connection with the restructuring; the risk that we may not be able to raise additional capital to fund our operations and such capital may not be available to us on favorable terms or at all; the risk that we may not be able to expand our business or manage our future growth effectively; the risk that we may not be able to maintain an effective system of internal control over financial reporting; the risk that global economic uncertainty, including inflationary pressures, fluctuating interest rates, currency fluctuations, and supply chain disruptions, may adversely affect our operating results; the risk that we may not be able to obtain from our hydrogen suppliers a sufficient supply of hydrogen at competitive prices or the risk that we may not be able to produce hydrogen internally at competitive prices; the risk that delays in or not completing our product and project development goals may adversely affect our revenue and profitability; the risk that our estimated future revenue may not be indicative of actual future revenue or profitability; the risk of elimination, reduction of, or changes in qualifying criteria for government subsidies and economic incentives for alternative energy products, including the Inflation Reduction Act and our qualification to utilize the PTC; and the risk that we may not be able to manufacture and market products on a profitable and large-scale commercial basis. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Plug in general, see Plug’s public filings with the Securities and Exchange Commission, including the “Risk Factors” section of Plug’s Annual Report on Form 10-K for the year ended December 31, 2023, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, as well as any subsequent filings. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements are made as of the date hereof and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. We disclaim any obligation to update forward-looking statements except as may be required by law.

Media Contact:
Fatimah Nouilati
Plug Power Inc.
Email: PlugPR@plugpower.com

Plug Power Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

	September 30,			December 31,
	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	93,940		$	135,033
Restricted cash		216,772			216,552
Accounts receivable, net of allowance of $7,340 as of September 30, 2024 and $8,798 as of December 31, 2023		167,222			243,811
Inventory, net		885,764			961,253
Contract assets		145,499			126,248
Prepaid expenses and other current assets		124,824			104,068
Total current assets		1,634,021			1,786,965

Restricted cash	$	689,483		$	817,559
Property, plant, and equipment, net		1,534,056			1,436,177
Right of use assets related to finance leases, net		52,947			57,281
Right of use assets related to operating leases, net		361,009			399,969
Equipment related to power purchase agreements and fuel delivered to customers, net		142,238			111,261
Contract assets		30,333			29,741
Intangible assets, net		175,006			188,886
Investments in non-consolidated entities and non-marketable equity securities		92,767			63,783
Other assets		13,014			11,116
Total assets	$	4,724,874		$	4,902,738

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	207,224		$	257,828
Accrued expenses		107,402			200,544
Deferred revenue and other contract liabilities		132,345			204,139
Operating lease liabilities		66,973			63,691
Finance lease liabilities		10,822			9,441
Finance obligations		83,305			84,031
Current portion of convertible senior notes, net		58,163			—
Current portion of long-term debt		3,232			2,716
Contingent consideration, loss accrual for service contracts, and other current liabilities		117,479			142,410
Total current liabilities		786,945			964,800

Deferred revenue and other contract liabilities	$	59,529		$	84,163
Operating lease liabilities		249,191			292,002
Finance lease liabilities		27,134			36,133
Finance obligations		278,250			284,363
Convertible senior notes, net		149,214			195,264
Long-term debt		2,341			1,209
Contingent consideration, loss accrual for service contracts, and other liabilities		142,937			146,679
Total liabilities		1,695,541			2,004,613

Stockholders’ equity:
Common stock, $.01 par value per share; 1,500,000,000 shares authorized; Issued (including shares in treasury): 900,281,573 as of September 30, 2024 and 625,305,025 as of December 31, 2023	$	9,003		$	6,254
Additional paid-in capital		8,388,930			7,494,685
Accumulated other comprehensive loss		(1,634	)		(6,802	)
Accumulated deficit		(5,259,021	)		(4,489,744	)
Less common stock in treasury: 19,831,594 as of September 30, 2024 and 19,169,366 as of December 31, 2023		(107,945	)		(106,268	)
Total stockholders’ equity		3,029,333			2,898,125
Total liabilities and stockholders’ equity	$	4,724,874		$	4,902,738

Plug Power Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2024			2023			2024			2023
Net revenue:
Sales of equipment, related infrastructure and other	$	107,141		$	145,130		$	252,224		$	543,510
Services performed on fuel cell systems and related infrastructure		14,148			9,290			40,205			27,088
Power purchase agreements		20,459			20,068			58,437			44,135
Fuel delivered to customers and related equipment		29,791			19,371			77,964			47,391
Other		2,191			4,852			8,514			7,055
Net revenue	$	173,730		$	198,711		$	437,344		$	669,179
Cost of revenue:
Sales of equipment, related infrastructure and other		149,912			158,989			414,948			504,717
Services performed on fuel cell systems and related infrastructure		9,086			17,916			35,773			53,586
Provision for loss contracts related to service		6,036			41,581			38,265			55,801
Power purchase agreements		51,782			56,981			161,322			157,773
Fuel delivered to customers and related equipment		55,538			59,012			172,428			177,963
Other		1,401			2,197			4,963			4,843
Total cost of revenue	$	273,755		$	336,676		$	827,699		$	954,683

Gross loss	$	(100,025	)	$	(137,965	)	$	(390,355	)	$	(285,504	)

Operating expenses:
Research and development		19,712			27,651			63,932			83,437
Selling, general and administrative		91,586			105,451			254,689			310,621
Restructuring		514			—			8,154			—
Impairment		4,185			665			8,406			11,734
Change in fair value of contingent consideration		146			2,239			(5,286	)		26,316
Total operating expenses	$	116,143		$	136,006		$	329,895		$	432,108

Operating loss		(216,168	)		(273,971	)		(720,250	)		(717,612	)

Interest income		7,423			10,369			24,495			44,392
Interest expense		(9,148	)		(11,802	)		(29,984	)		(33,717	)
Other income/(expense), net		15,510			4,987			(566	)		(4,866	)
Realized gain on investments, net		—			—			—			263
Other-than-temporary impairment of available-for-sale securities		—			(10,831	)		—			(10,831	)
Change in fair value of equity securities		—			70			—			8,987
Loss on equity method investments		(8,690	)		(7,030	)		(29,043	)		(19,970	)
Loss on extinguishment of convertible senior notes		—			—			(14,047	)		—

Loss before income taxes	$	(211,073	)	$	(288,208	)	$	(769,395	)	$	(733,354	)

Income tax (expense)/benefit		(95	)		4,729			118			6,916

Net loss	$	(211,168	)	$	(283,479	)	$	(769,277	)	$	(726,438	)

Net loss per share:
Basic and diluted	$	(0.25	)	$	(0.47	)	$	(1.03	)	$	(1.22	)

Weighted average number of common stock outstanding		858,442,951			599,465,146			745,827,431			593,417,595

Plug Power Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine months ended September 30,
	2024			2023
Operating activities
Net loss	$	(769,277	)	$	(726,438	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of long-lived assets		51,639			37,810
Amortization of intangible assets		14,194			14,158
Lower of cost or net realizable value inventory adjustment and provision for excess and obsolete inventory		67,768			33,889
Stock-based compensation		64,120			129,074
Loss on extinguishment of convertible senior notes		14,047			-
(Recoveries)/provision for losses on accounts receivable		(1,458	)		948
Amortization of (premium)/discount of debt issuance costs on convertible senior notes and long-term debt		(1,731	)		1,699
Provision for common stock warrants		16,294			12,737
Deferred income tax benefit		(118	)		(621	)
Impairment		8,406			11,734
(Recovery)/loss on service contracts		(558	)		35,893
Loss on sale of long-lived assets		2,519			-
Fair value adjustment to contingent consideration		(5,286	)		26,316
Net realized gain on investments		-			(263	)
Other-than-temporary impairment of available-for-sale securities		-			10,831
Accretion of premium on available-for-sale securities		-			(5,144	)
Lease origination costs		(3,508	)		(7,665	)
Change in fair value for equity securities		-			(8,987	)
Loss on equity method investments		29,043			19,970
Change in fair value of derivative financial instruments		100			-
Changes in operating assets and liabilities that provide/(use) cash:
Accounts receivable		78,047			(34,685	)
Inventory		30,868			(411,737	)
Contract assets		(14,849	)		(39,040	)
Prepaid expenses and other assets		(42,835	)		(6,423	)
Accounts payable, accrued expenses, and other liabilities		(29,183	)		21,221
Payments of contingent consideration		(9,216	)		(2,895	)
Deferred revenue and other contract liabilities		(96,428	)		23,699
Net cash used in operating activities	$	(597,402	)	$	(863,919	)

Investing activities
Purchases of property, plant and equipment		(253,148	)		(484,030	)
Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers		(41,513	)		(26,094	)
Proceeds from maturities of available-for-sale securities		-			961,160
Proceeds from sales of equity securities		-			76,263
Proceeds from sale of long-lived assets		500			-
Cash paid for non-consolidated entities and non-marketable equity securities		(64,368	)		(66,811	)
Net cash (used in)/provided by investing activities	$	(358,529	)	$	460,488

Financing activities
Payments of contingent consideration		(1,841	)		(10,105	)
Proceeds from public and private offerings, net of transaction costs		793,249			-
Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation		(1,677	)		(7,922	)
Proceeds from exercise of stock options		96			1,313
Principal payments on long-term debt		(726	)		(5,710	)
Proceeds from finance obligations		54,416			90,265
Principal repayments of finance obligations and finance leases		(64,342	)		(53,394	)
Net cash provided by financing activities	$	779,175		$	14,447
Effect of exchange rate changes on cash		7,807			2,130
Decrease in cash and cash equivalents		(41,093	)		(579,821	)
(Decrease)/increase in restricted cash		(127,856	)		192,967
Cash, cash equivalents, and restricted cash beginning of period		1,169,144			1,549,344
Cash, cash equivalents, and restricted cash end of period	$	1,000,195		$	1,162,490

Cover	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2024
Entity File Number	1-34392
Entity Registrant Name	Plug Power Inc.
Entity Central Index Key	0001093691
Entity Tax Identification Number	22-3672377
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	125 Vista Boulevard
Entity Address, City or Town	Slingerlands
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12159
City Area Code	518
Local Phone Number	782-7700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	PLUG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false