Document


 
 
 
 
 
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):
June 6, 2018
American Superconductor Corporation
(Exact name of registrant as specified in its charter)
Delaware
 
000-19672
 
04-2959321
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
114 East Main Street
Ayer, Massachusetts
 
01432
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (978) 842-3000
Not Applicable
(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):
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o
 
 
 
 
 






Item 2.02.    Results of Operations and Financial Condition. 
On June 6, 2018, American Superconductor Corporation (the "Company") announced its financial results for the fourth quarter and full fiscal year ended March 31, 2018 of the Company's fiscal year 2017. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) 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, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits:
 
Exhibit
No.
 
Description
 
 
 
99.1
 





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
AMERICAN SUPERCONDUCTOR CORPORATION
 
 
 
Date:
June 6, 2018
By:
/S/ JOHN W. KOSIBA, JR.
 
 
 
John W. Kosiba, Jr.
 
 
 
Senior Vice President and Chief Financial Officer



Exhibit
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AMSC Reports Fourth Quarter and Fiscal 2017 Financial Results and Provides Business Outlook
Company to host conference call tomorrow at 10:00 am ET

Ayer, MA – June 6, 2018 AMSC (Nasdaq: AMSC), a global solutions provider serving wind and power grid industry leaders, today reported financial results for its fourth quarter and full year fiscal 2017 ended March 31, 2018.

"Fiscal 2017 marked the year we commercialized AMSC's high-temperature superconductor technology as represented by the U.S. Navy's Ship Protection System order for the USS Fort Lauderdale. Our grid business grew by more than 20% in fiscal 2017 - our third year in a row of growth in our grid segment. We expect revenue growth again in our grid business and are anticipating improved conditions in India's wind power industry in fiscal 2018," said Daniel P. McGahn, President and Chief Executive Officer of AMSC. "We expect fiscal 2018 to be a year of revenue growth for AMSC."

Revenues for the fourth quarter of fiscal 2017 were $13.5 million, compared with $16.2 million for the same period of fiscal 2016. The year-over-year decrease was due to lower Wind segment revenues, primarily driven by fewer shipments of electrical control systems to Inox, partially offset by higher Grid segment revenues versus year ago results.
 
AMSC’s net loss for the fourth quarter of fiscal 2017 was $6.0 million, or $0.30 per share, versus $6.9 million, or $0.50 per share, for the same period of fiscal 2016. The Company’s non-GAAP net loss (as defined below) for the fourth quarter of fiscal 2017 was $5.0 million, or $0.25 per share, which decreased compared with a non-GAAP net loss of $7.1 million or $0.51 per share, in the same period of fiscal 2016. Please refer to the financial table below for a reconciliation of GAAP to non-GAAP results.

Revenues for the full fiscal year 2017 were $48.4 million as compared to $75.2 million in fiscal year 2016. AMSC reported a net loss for fiscal 2017 of $32.8 million, or $1.73 per share, compared to a net loss of $27.4 million, or $1.98 per share in fiscal 2016. The Company's non-GAAP net loss for full year fiscal 2017 was $32.2 million or $1.70 per share, compared with a non-GAAP net loss of $27.0 million, or $1.95 per share, for fiscal 2016.

Cash, cash equivalents and restricted cash at March 31, 2018 totaled $34.2 million, compared with $22.3 million at December 31, 2017. Operating cash burn in the fourth quarter of fiscal 2017 was $4.6 million.


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Business Outlook
For the first quarter ending June 30, 2018, AMSC currently expects that its revenues will be in the range of $11 million to $13 million. The Company’s net loss for the first quarter of fiscal 2018 is expected to be less than $7.0 million, or $0.34 per share. The Company's non-GAAP net loss is expected to be less than $6.1 million, or $0.30 per share. The Company expects an operating cash burn of $6 million to $8 million in the first quarter of fiscal 2018.

Conference Call Reminder
In conjunction with this announcement, AMSC management will participate in a conference call with investors beginning at 10:00 a.m. Eastern Time tomorrow, June 7, 2018, to discuss market trends, and the Company's recent accomplishments, financial results and business outlook. Those who wish to listen to the live or archived conference call webcast should visit the “Investors” section of the Company’s website at http://www.amsc.com/investors. The live call also can be accessed by dialing 877-260-1479 and using conference ID 6971737. A replay of the call may be accessed 3 hours following the call by dialing: 888-203-1112 and using conference ID 6971737.

About AMSC (Nasdaq: AMSC)
AMSC generates the ideas, technologies and solutions that meet the world’s demand for smarter, cleaner … better energy™. Through its Windtec™ Solutions, AMSC provides wind turbine electronic controls and systems, designs and engineering services that reduce the cost of wind energy. Through its Gridtec™ Solutions, AMSC provides the engineering planning services and advanced grid systems that optimize network reliability, efficiency and performance. The Company’s solutions are now powering gigawatts of renewable energy globally and are enhancing the performance and reliability of power networks in more than a dozen countries. Founded in 1987, AMSC is headquartered near Boston, Massachusetts with operations in Asia, Australia, Europe and North America. For more information, please visit www.amsc.com.


AMSC, Windtec, Gridtec, and Smarter, Cleaner … Better Energy are trademarks or registered trademarks of American Superconductor Corporation. All other brand names, product names, trademarks or service marks belong to their respective holders.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Any statements in this release about our expectation that our grid business will grow revenue again in fiscal 2018, our expectation of improved conditions in India's wind power industry in fiscal 2018, our expectation that fiscal 2018 will be a year of revenue growth, our expected financial results for the quarter ending June 30, 2018, our expected operating cash burn during the quarter ending June 30, 2018 and other statements containing the words "believes," "anticipates," "plans," "expects," "will" and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements represent management's current expectations and are inherently uncertain. There are a number of important factors that could materially impact the value of our common stock or cause actual results to differ materially from those indicated by such forward-looking statements. These important factors include, but are not

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AMSC Reports Q4FY17 Results
 
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limited to: A significant portion of our revenues are derived from a single customer, Inox, and we cannot predict if and when Inox’s demand dislocation will be resolved, and to the extent resolved, how successful Inox will be under India’s new central and state auction regime; We have a history of operating losses and negative operating cash flows, which may continue in the future and require us to secure additional financing in the future; Our operating results may fluctuate significantly from quarter to quarter and may fall below expectations in any particular fiscal quarter; Our financial condition may have an adverse effect on our customer and supplier relationships; Lower prices for other fuel sources may reduce the demand for wind energy development, which could have a material adverse effect on our ability to grow our Wind business. Our success in addressing the wind energy market is dependent on the manufacturers that license our designs; Our success is dependent upon attracting and retaining qualified personnel and our inability to do so could significantly damage our business and prospects; We rely upon third-party suppliers for the components and sub-assemblies of many of our Wind and Grid products, making us vulnerable to supply shortages and price fluctuations, which could harm our business; Failure to successfully execute the move of our former Devens, Massachusetts manufacturing facility or achieve expected savings following the move could adversely impact our financial performance; We may not realize all of the sales expected from our backlog of orders and contracts; Our success depends upon the commercial use of high temperature superconductor products, which is currently limited, and a widespread commercial market for our products may not develop; Growth of the wind energy market depends largely on the availability and size of government subsidies, economic incentives and legislative programs designed to support the growth of wind energy; We have operations in and depend on sales in emerging markets, including India, and global conditions could negatively affect our operating results or limit our ability to expand our operations outside of these markets; We face risks related to our intellectual property; We face risks related to our legal proceedings; and the important factors discussed under the caption "Risk Factors" in Part 1. Item 1A of our Form 10-K for the fiscal year ended March 31, 2018, and our other reports filed with the SEC. These important factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Any such forward-looking statements represent management's estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.






AMSC Reports Q4FY17 Results
 
Page 4

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

 
Three Months Ended March 31,
 
Twelve months ended March 31,
 
2018
 
2017
 
2018
 
2017
Revenues
 
 
 
 
 
 
 
  Wind
$
3,828

 
$
10,447

 
$
14,294

 
$
47,269

  Grid
9,670

 
5,748

 
34,109

 
27,926

Revenues
13,498

 
16,195

 
48,403

 
75,195

 
 
 
 
 
 
 
 
Cost of revenues
10,504

 
13,360

 
44,608

 
64,352

 
 
 
 
 
 
 
 
Gross profit
2,994

 
2,835

 
3,795

 
10,843

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
   Research and development
2,904

 
3,736

 
11,594

 
12,540

   Selling, general and administrative
5,614

 
6,048

 
22,577

 
25,688

   Amortization of acquisition related intangibles
85

 

 
183

 
157

   Loss on contingent consideration

 

 
71

 

   Restructuring and impairment
199

 
39

 
1,527

 

      Total operating expenses
8,802

 
9,823

 
35,952

 
38,385

 
 
 
 
 
 
 
 
Operating loss
(5,808
)
 
(6,988
)
 
(32,157
)
 
(27,542
)
 
 
 
 
 
 
 
 
Change in fair value of derivatives and warrants
(762
)
 
636

 
706

 
1,304

Gain on sale of minority interests
216

 

 
1,167

 
325

Interest income (expense), net
53

 
(52
)
 
147

 
(383
)
Other (expense) income, net
(351
)
 
(415
)
 
(2,800
)
 
65

 
 
 
 
 
 
 
 
Loss before income tax expense
(6,652
)
 
(6,819
)
 
(32,937
)
 
(26,231
)
 
 
 
 
 
 
 
 
Income tax expense
(657
)
 
106

 
(161
)
 
1,142

 
 
 
 
 
 
 
 
Net loss
$
(5,995
)
 
$
(6,925
)
 
$
(32,776
)
 
$
(27,373
)
 
 
 
 
 
 
 
 
Net loss per common share
 
 
 
 
 
 
 
   Basic
$
(0.30
)
 
$
(0.50
)
 
$
(1.73
)
 
$
(1.98
)
   Diluted
$
(0.30
)
 
$
(0.50
)
 
$
(1.73
)
 
$
(1.98
)
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
   Basic
20,044

 
13,981

 
18,967

 
13,804

   Diluted
20,044

 
13,981

 
18,967

 
13,804



AMSC Reports Q4FY17 Results
 
Page 5

CONSOLIDATED BALANCE SHEET
(In thousands, except per share data)


AMSC Reports Q4FY17 Results
 
Page 6

 
March 31,
2018
 
March 31,
2017
ASSETS
 
 
 
Current assets:
 
 
 
     Cash and cash equivalents
$
34,084

 
$
26,784

     Accounts receivable, net
7,365

 
7,956

     Inventory
19,780

 
17,462

     Note receivable, current portion
3,000

 

     Prepaid expenses and other current assets
2,947

 
2,703

     Restricted cash

 
795

          Total current assets
67,176

 
55,700

 
 
 
 
     Property, plant and equipment, net
12,513

 
43,438

     Intangibles, net
3,230

 
301

     Note receivable, long term portion, net of discount of $337K, and net of deferred gain of $105K as of March 31, 2018
2,559

 

     Goodwill
1,719

 

     Restricted cash
165

 
165

     Deferred tax assets
542

 
407

     Other assets
271

 
233

 
 
 
 
          Total assets
$
88,175

 
$
100,244

 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
12,625

 
14,490

Note payable, current portion, net of discount of $19 as of March 31, 2017

 
1,481

Derivative liabilities
1,217

 
1,923

Deferred revenue, current portion
13,483

 
14,323

          Total current liabilities
27,325

 
32,217

 
 
 
 
Deferred revenue, long term portion
8,454

 
7,631

Deferred tax liabilities
110

 
125

Other liabilities
57

 
45

          Total liabilities
35,946

 
40,018

 
 
 
 
Stockholders' equity:
 
 
 
Common stock, $0.01 par value, 75,000,000 shares authorized; 21,138,689 and 14,713,839 shares issued at March 31, 2018 and 2017, respectively
211

 
147

Additional paid-in capital
1,041,113

 
1,017,510

Treasury stock, at cost, 165,094 and 97,529 shares at March 31, 2018 and 2017, respectively
(1,645
)
 
(1,371
)
Accumulated other comprehensive (loss) income
883

 
(503
)
Accumulated deficit
(988,333
)
 
(955,557
)
           Total stockholders' equity
52,229

 
60,226

 
 
 
 
           Total liabilities and stockholders' equity
$
88,175

 
$
100,244



AMSC Reports Q4FY17 Results
 
Page 7


CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
Twelve months ended March 31,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 
 
 
 
   Net loss
$
(32,776
)
 
$
(27,373
)
   Adjustments to reconcile net loss to net cash used in operations:
 
 
 
Depreciation and amortization
11,459

 
7,519

Stock-based compensation expense
2,692

 
2,892

Impairment of minority interest investments

 

Provision for excess and obsolete inventory
434

 
1,615

(Recovery)/Write-off prepaid taxes
(82
)
 

Gain on sale from minority interest investments
(1,167
)
 
(325
)
Loss from minority interest investments

 

Change in fair value of warrants and contingent consideration
(635
)
 
(1,304
)
Non-cash interest expense
19

 
156

Other non-cash items
793

 
(940
)
Changes in operating asset and liability accounts:
 
 
 
Accounts receivable
1,145

 
11,143

Inventory
(2,423
)
 
(815
)
Prepaid expenses and other current assets
558

 
2,729

Accounts payable and accrued expenses
(2,956
)
 
(7,938
)
Deferred revenue
(1,888
)
 
1,426

   Net cash used in operating activities
(24,827
)
 
(11,215
)
 
 
 
 
Cash flows from investing activities:
 
 
 
   Net cash provided by investing activities
16,397

 
192

 
 
 
 
Cash flows from financing activities:
 
 
 
   Net cash provided by (used in) financing activities
15,278

 
(1,130
)
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
452

 
(393
)
 
 
 
 
Net (decrease)/increase in cash and cash equivalents
7,300

 
(12,546
)
Cash and cash equivalents at beginning of year
26,784

 
39,330

Cash and cash equivalents at end of year
$
34,084

 
$
26,784









AMSC Reports Q4FY17 Results
 
Page 8

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME (LOSS)
(In thousands, except per share data)
 
Three Months Ended March 31,
 
Twelve months ended March 31,
 
2018
 
2017
 
2018
 
2017
Net loss
$
(5,995
)
 
$
(6,925
)
 
$
(32,776
)
 
$
(27,373
)
Gain on sale of interest in minority investments
(216
)
 

 
(1,167
)
 
(325
)
Stock-based compensation
578

 
626

 
2,692

 
2,892

Amortization of acquisition-related intangibles
85

 
39

 
183

 
157

Consumption of zero cost-basis inventory
(220
)
 
(254
)
 
(734
)
 
(1,373
)
Change in fair value of derivatives and warrants
762

 
(636
)
 
(635
)
 
(1,304
)
Non-cash interest expense

 
$
28

 
19

 
156

Tax effect of adjustments
35

 
41

 
177

 
220

Non-GAAP net loss
$
(4,971
)
 
$
(7,081
)
 
$
(32,241
)
 
$
(26,950
)
 
 
 
 
 
 
 
 
Non-GAAP net loss per share
$
(0.25
)
 
$
(0.51
)
 
$
(1.70
)
 
$
(1.95
)
Weighted average shares outstanding - basic and diluted
20,044

 
13,981

 
18,967

 
13,804


Reconciliation of Forecast GAAP Net Loss to Non-GAAP Net Loss
(In thousands, except per share data)
 
Three months ending
June 30, 2018
Net loss
$(7,000)
Stock-based compensation
900

Amortization of acquisition-related intangibles
100

Consumption of zero-cost inventory
(100
)
Tax effect of adjustments

Non-GAAP net loss
$(6,100)
Non-GAAP net loss per share
$(0.30)
Shares outstanding
20,100


Note: Non-GAAP net loss is defined by the Company as net loss before gain on sale of interest in minority investments; stock-based compensation; amortization of acquisition-related intangibles; consumption of zero cost-basis inventory; non-cash interest expense; change in fair value of derivatives and warrants; and other unusual charges, net of any tax effects related to these items. The Company believes non-GAAP net loss assists management and investors in comparing the Company’s performance across reporting periods on a consistent basis by excluding these non-cash, non-recurring or other charges that it does not believe are indicative of its core operating performance. The Company is not able to provide the change in fair value of warrants and contingent consideration on a forward-looking basis without unreasonable efforts because the calculation for that change is primarily driven by the closing price and volatility of the Company's stock at the end of each fiscal quarter, which cannot be reasonably estimated at this time. The Company also regards non-GAAP net loss as a useful measure of operating performance to complement operating loss, net loss and other GAAP financial performance measures. In addition, the Company uses non-GAAP net loss as a factor to evaluate the effectiveness of its business strategies.
Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP measures included in this release, however, should be considered in addition to, and not as a substitute for or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. A reconciliation of non-GAAP to GAAP net loss is set forth in the table above.



AMSC Reports Q4FY17 Results
 
Page 9

AMSC Contact:
Brion D. Tanous
AMSC Investor Relations
Phone: 424-634-8592
Email: Brion.Tanous@amsc.com