Form 8-K

 

 

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):

February 9, 2012

 

 

American Superconductor Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-19672   04-2959321

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

64 Jackson Road

Devens, Massachusetts

  01434
(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):

 

¨ 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))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On February 9, 2012, American Superconductor Corporation announced its financial results for the third quarter of fiscal year 2011 ended December 31, 2011. 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 Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 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.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

 

99.1 Press release issued by American Superconductor Corporation on February 9, 2012.


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: February 9, 2012   By:  

/s/ David A. Henry

    David A. Henry
    Senior Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press release issued by American Superconductor Corporation on February 9, 2012.
Press release issued by American Superconductor Corporation on February 9, 2012.

Exhibit 99.1

 

LOGO

AMSC Reports Third Quarter

Financial Results

Devens, MA – February 9, 2012 – AMSC (NASDAQ: AMSC), a global solutions provider serving wind and grid leaders, today reported financial results for its third quarter of fiscal year 2011 ended December 31, 2011.

Revenues for the third quarter of fiscal 2011 were $18.1 million. This compares with $31.6 million for the third quarter of fiscal 2010 and $20.8 million for the second quarter of fiscal 2011. The year-over-year decline is due primarily to lower shipments from the company’s Grid segment while the quarter-over-quarter decline was due to slightly lower shipments of wind turbine power electronics and controls from the company’s Wind segment.

AMSC reported a net loss for the third fiscal quarter of $26.3 million, or $0.52 per share. This figure includes approximately $6.5 million in expenses related to the company’s litigation against Sinovel Wind Group Co., Ltd. and restructuring and impairment charges related to the workforce reduction that was announced in November 2011. For the third quarter of fiscal year 2010, AMSC reported a net loss of $18.2 million, or $0.38 per share. AMSC reported a net loss of $51.7 million, or $1.02 per share, for the second quarter of fiscal year 2011.

The company’s non-GAAP net loss for the third quarter of fiscal 2011 was $17.5 million, or $0.34 per share. This compares with a non-GAAP net loss of $13.4 million, or $0.28 per diluted share, for the third quarter of fiscal 2010 and a non-GAAP net loss of $22.1 million, or $0.44 per share, for the second quarter of fiscal year 2011. Please refer to the financial table below for a reconciliation of GAAP to non-GAAP results.

AMSC’s cash, cash equivalents, marketable securities and restricted cash at December 31, 2011 totaled $75.5 million. This is in line with the company’s guidance and compares with $108.3 million as of September 30, 2011.

The company’s total backlog as of December 31, 2011, excluding contracts related to Sinovel, increased to $300 million from $298 million as of September 30, 2011.

“I am pleased to report that AMSC exceeded each of its financial targets for the third fiscal quarter,” said AMSC President and Chief Executive Officer Daniel P. McGahn. “We again generated a diversified revenue stream, with solid contributions from both our Wind and Grid segments and with Australia, India, Korea and the United States each contributing more than 10 percent of our total quarterly revenues. We further streamlined our cost structure in the third fiscal quarter, allowing us to reduce our cash usage and better position AMSC for sustainable profitability. In addition, on the orders front, we continued building our order book for fiscal 2012, which begins on April 1, 2012.”

 

LOGO


AMSC Reports Third Quarter Results   Page 2

 

Looking Forward

“The pipeline of business we have built and the organizational changes we have made provide us with confidence that we will post sequential growth and will reduce our cash usage in the fourth fiscal quarter,” McGahn continued. “Our outlook continues to brighten, and we look forward to finishing fiscal year 2011 on a positive note.”

For the quarter ending March 31, 2012, AMSC expects that its revenues will exceed $27 million. AMSC expects that its net loss for the fourth quarter of fiscal 2011 will be less than $24 million, or $0.47 per share. AMSC expects that its non-GAAP net loss for the fourth fiscal quarter will be less than $20 million, or $0.39 per share.

AMSC estimates that it will have approximately $50 million in cash, cash equivalents, marketable securities and restricted cash on March 31, 2012. The company expects that its net cash usage will be further reduced in subsequent quarters as revenues grow year over year, working capital requirements are minimized and the benefits of recent cost reduction efforts are fully realized. AMSC believes that it has sufficient cash to fund its operations for at least the next 12 months.

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 today to discuss the company’s results and its 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 719-457-2637 and using conference ID 7201664.

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 enables manufacturers to launch best-in-class wind turbines quickly, effectively and profitably. 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 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 Contact:

Jason Fredette

Phone: 978-842-3177

Email: jfredette@amsc.com

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

Any statements in this release about future expectations, plans and prospects for the company, including without limitation our prospects for future growth, expectations regarding the sufficiency of our existing cash balance, expectations regarding future financial results and liquidity 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. 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. Such factors include: a significant portion of our revenues has been derived from Sinovel Wind Group Co. Ltd., (“Sinovel”), which has stopped accepting scheduled deliveries and refused to pay amounts outstanding; the disruption in our relationship with Sinovel has materially and adversely


AMSC Reports Third Quarter Results   Page 3

 

affected our business and results of operations and if, as we expect, Sinovel continues to refuse to accept shipments from us, our business and results of operations will be further materially and adversely affected; we intend to seek additional funding in the future and may be unable to raise capital when needed; we have a history of operating losses, and we may incur additional losses in the future; our operating results may fluctuate significantly from quarter to quarter and may fall below expectations in any particular fiscal quarter; changes in exchange rates could adversely affect our results from operations; we have identified material weaknesses in our internal control over financial reporting and if we fail to remediate these weaknesses and maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired and may lead investors and other users to lose confidence in our financial data; if we fail to implement our business strategy successfully, our financial performance could be harmed; we may not realize all of the sales expected from our backlog of orders and contracts; many of our revenue opportunities are dependent upon subcontractors and other business collaborators; our products face intense competition, which could limit our ability to acquire or retain customers; our success is dependent upon attracting and retaining qualified personnel and our inability to do so could significantly damage our business and prospects; we may acquire additional complementary businesses or technologies, which may require us to incur substantial costs for which we may never realize the anticipated benefits; our international operations are subject to risks that we do not face in the United States, which could have an adverse effect on our operating results; we depend on sales to customers in China, and global conditions could negatively affect our operating results or limit our ability to expand our operations outside of China; changes in China’s political, social, regulatory and economic environment may affect our financial performance; many of our customer relationships outside of the United States are, either directly or indirectly, with governmental entities, and we could be adversely affected by violations of the United States Foreign Corrupt Practices Act and similar worldwide anti-bribery laws outside the United States; we rely upon third party suppliers for the components and subassemblies of many of our Wind and Grid products, making us vulnerable to supply shortages and price fluctuations, which could harm our business; we are becoming increasingly reliant on contracts that require the issuance of performance bonds; problems with product quality or product performance may cause us to incur warranty expenses and may damage our market reputation and prevent us from achieving increased sales and market share; our success in addressing the wind energy market is dependent on the manufacturers that license our designs; growth of the wind energy market depends largely on the availability and size of government subsidies and economic incentives; there are a number of technological challenges that must be successfully addressed before our superconductor products can gain widespread commercial acceptance, and our inability to address such technological challenges could adversely affect our ability to acquire customers for our products; we have not manufactured our Amperium wire in commercial quantities, and a failure to manufacture our Amperium wire in commercial quantities at acceptable cost and quality levels would substantially limit our future revenue and profit potential; the commercial uses of superconductor products are limited today, and a widespread commercial market for our products may not develop; we have limited experience in marketing and selling our superconductor products and system-level solutions, and our failure to effectively market and sell our products and solutions could lower our revenue and cash flow; our contracts with the U.S. government are subject to audit, modification or termination by the U.S. government and include certain other provisions in favor of the government; the continued funding of such contracts remains subject to annual congressional appropriation which, if not approved, could reduce our revenue and lower or eliminate our profit; we may be unable to adequately prevent disclosure of trade secrets and other proprietary information; we have filed a demand for arbitration and other lawsuits against Sinovel regarding amounts we contend are due and owing and are in dispute; we cannot be certain as to the outcome of the proceedings against Sinovel; we have been named as a party to purported stockholder class actions and shareholder derivative complaints, and we may be named in additional litigation, all of which will require significant management time and attention, result in significant legal expenses and may result in an unfavorable outcome, which could have a material adverse effect on our business, operating results and financial condition; our technology and products could infringe intellectual property rights of others, which may require costly litigation and, if we are not successful, could cause us to pay substantial damages and disrupt our business; our patents may not provide meaningful protection for our technology, which could result in us losing some or all of our market position; third parties have or may acquire patents that cover the materials, processes and technologies we use or may use in the future to manufacture our Amperium products, and our success depends on our ability to license such patents or other proprietary rights; and our common stock has experienced, and may continue to experience, significant market price and volume fluctuations, which may prevent our stockholders from selling our common stock at a profit and could lead to costly litigation against us that could divert our management’s attention. Reference is made to many of these factors and others in the “Risk Factors” section of the company’s most recent quarterly or annual report filed with the Securities and Exchange Commission. In addition, any forward-looking statements included in this release represent the company’s expectations as of the date of this release. While the company anticipates that subsequent events and developments may cause the company’s views to change, the company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the company’s views as of any date subsequent to the date of this release.


AMSC Reports Third Quarter Results   Page 4

 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

     Three months ended
December 31,
    Nine months ended
December 31,
 
     2011     2010     2011     2010  

Revenues:

        

Wind

   $ 10,125      $ 10,840      $ 27,836      $ 183,162   

Grid

     7,933        20,730        20,080        43,691   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     18,058        31,570        47,916        226,853   

Cost of revenues

     18,918        31,528        57,810        149,167   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     (860     42        (9,894     77,686   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Research and development

     5,928        8,417        21,339        23,610   

Selling, general and administrative

     15,402        14,192        54,952        46,724   

Write-off of advance payment

     —          —          20,551        —     

Amortization of acquisition related intangibles

     287        393        891        1,154   

Restructuring and impairments

     4,092        —          8,393        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     25,709        23,002        106,126        71,488   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (26,569     (22,960     (116,020     6,198   

Interest (expense) income, net

     (11     171        232        549   

Other income (expense), net

     393        2,136        1,313        4,745   
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income tax expense (benefit)

     (26,187     (20,653     (114,475     11,492   

Income tax expense (benefit)

     84        (2,495     1,185        12,642   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (26,271   $ (18,158   $ (115,660   $ (1,150
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share

        

Basic

   $ (0.52   $ (0.38   $ (2.28   $ (0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.52   $ (0.38   $ (2.28   $ (0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of common shares outstanding

        

Basic

     50,933        48,068        50,789        46,017   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     50,933        48,068        50,789        46,017   
  

 

 

   

 

 

   

 

 

   

 

 

 


AMSC Reports Third Quarter Results   Page 5

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

     December 31,
2011
    March 31,
2011
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 58,605      $ 123,783   

Marketable securities

     5,261        116,126   

Accounts receivable, net

     14,764        15,259   

Inventory

     34,021        25,828   

Prepaid expenses and other current assets

     29,789        32,759   

Restricted cash

     9,049        5,566   

Deferred tax assets

     484        484   
  

 

 

   

 

 

 

Total current assets

     151,973        319,805   

Property, plant and equipment, net

     94,073        96,494   

Intangibles, net

     8,662        7,054   

Restricted cash

     2,540        —     

Deferred tax assets

     5,840        5,840   

Other assets

     12,275        12,016   
  

 

 

   

 

 

 

Total assets

   $ 275,363      $ 441,209   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable and accrued expenses

   $ 39,075      $ 90,273   

Adverse purchase commitments

     28,763        38,763   

Deferred revenue

     15,246        10,304   

Deferred tax liabilities

     5,840        5,840   
  

 

 

   

 

 

 

Total current liabilities

     88,924        145,180   

Deferred revenue

     1,921        2,181   

Deferred tax liabilities

     484        484   

Other

     969        509   
  

 

 

   

 

 

 

Total liabilities

     92,298        148,354   
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity:

    

Common stock

     515        507   

Additional paid-in capital

     894,129        885,704   

Treasury stock

     (271     —     

Accumulated other comprehensive income

     1,525        3,817   

Accumulated deficit

     (712,833     (597,173
  

 

 

   

 

 

 

Total stockholders’ equity

     183,065        292,855   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 275,363      $ 441,209   
  

 

 

   

 

 

 


AMSC Reports Third Quarter Results   Page 6

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

     Nine months ended December 31,  
     2011     2010  

Cash flows from operating activities:

    

Net loss

   $ (115,660   $ (1,150

Adjustments to reconcile net loss to net cash used in operations:

    

Depreciation and amortization

     10,875        7,990   

Stock-based compensation expense

     7,697        10,311   

Provision for excess and obsolete inventory

     2,150        2,667   

Adverse purchase commitment losses (recoveries), net

     73        —     

Allowance for doubtful accounts

     —          25   

Write-off of advance payment

     20,551        —     

Write-off of prepaid value added taxes

     —          550   

Restructuring charges, net of payments

     2,721        —     

Impairment of long-lived assets

     2,829        —     

Deferred income taxes

     —          (3,902

Other non-cash items

     2,227        2,025   

Changes in operating asset and liability accounts:

    

Accounts receivable

     (1,262     40,431   

Inventory

     (10,419     (42,934

Prepaid expenses and other current assets

     3,244        (16,973

Accounts payable and accrued expenses

     (63,554     4,945   

Deferred revenue

     5,254        (20,027
  

 

 

   

 

 

 

Net cash used in operating activities

     (133,274     (16,042
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchase of property, plant and equipment

     (9,332     (30,690

Purchase of marketable securities

     —          (71,763

Proceeds from sales and maturities of marketable securities

     110,667        47,462   

Change in restricted cash

     (6,036     250   

Purchase of intangible assets

     (3,893     (2,001

Purchase of minority investments

     (1,800     (8,000

Advance payment for previously planned acquisition

     (20,551     —     

Change in other assets

     (734     (30
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     68,321        (64,772
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from public equity offering, net

     —          155,240   

Payments in lieu of issuance of common stock for payroll taxes

     (271     —     

Proceeds from exercise of employee stock options and ESPP

     150        7,350   
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (121     162,590   
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (104     (351
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (65,178     81,427   

Cash and cash equivalents at beginning of period

     123,783        87,594   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 58,605      $ 169,021   
  

 

 

   

 

 

 

Supplemental schedule of cash flow information:

    

Cash paid for income taxes, net of refunds

     13,482      $ 13,660   

Non-cash contingent consideration in connection with acquisitions

     —          10,004   

Non-cash issuance of common stock

     586        637   


AMSC Reports Third Quarter Results   Page 7

 

Reconciliation of GAAP Net (Loss) Income to Non-GAAP Net (Loss) Income

(In thousands, except per share data)

 

     Three months ended
December 31,
    Nine months ended
December 31,
 
     2011     2010     2011     2010  

Net loss

   $ (26,271   $ (18,158   $ (115,660   $ (1,150

Write-off of advance payment

     —          —          20,551        —     

Stock-based compensation

     2,118        2,249        7,697        10,073   

Executive severance

     —          —          2,066        —     

Restructuring and impairment charges

     4,092        —          8,393        —     

Sinovel litigation

     2,423        —          5,757        —     

Provision for excess and obsolete inventory

     —          2,087        —          2,667   

Adverse purchase commitment (recoveries) losses, net

     (94     —          73        —     

Value-added tax write-off

     —          118        —          550   

Margin on zero cost-basis inventory

     (46     —          (173     —     

Amortization of acquisition-related intangibles

     287        392        891        1,154   

Tax effects

     —          (88     —          (255
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net (loss) income

   $ (17,491   $ (13,400   $ (70,405   $ 13,039   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP (loss) earnings per share

   $ (0.34   $ (0.28   $ (1.39   $ 0.28   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding *

     50,933        48,068        50,789        46,017   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

* Diluted shares are used for periods where net income is generated.

Reconciliation of Forecast GAAP Net Loss to Non-GAAP Net Loss

(In millions, except per share data)

 

     Three months ending
March 31, 2012
 

Net loss

   $ (24.0

Amortization of acquisition-related intangibles

     0.3   

Stock-based compensation

     2.7   

Sinovel litigation expenses

     1.0   

Tax effects

     0.0   
  

 

 

 

Non-GAAP net loss

   $ (20.0
  

 

 

 

Non-GAAP net loss per share

   $ (0.39
  

 

 

 

Shares outstanding

     51.1   
  

 

 

 

Note: Non-GAAP net income (loss) is defined by the company as net income (loss) before amortization of acquisition-related intangibles, restructuring and impairments, stock-based compensation, severance and other unusual charges, and any tax effects related to these items. The company believes non-GAAP net income (loss) assists management and investors in comparing the company’s performance across reporting periods on a consistent basis by excluding these non-cash or non-recurring charges that it does not believe are indicative of its core operating performance. The company also regards non-GAAP net income (loss) as a useful measure of operating performance and cash flow to complement operating income, net income (loss) and other GAAP financial performance measures. In addition, the company uses non-GAAP net (loss) income as a factor in evaluating management’s performance when determining incentive compensation and to evaluate the effectiveness of its business strategies.


AMSC Reports Third Quarter Results   Page 8

 

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 income is set forth in the table above.