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 5, 2015

 

 

American Superconductor Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-19672   04-2959321
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   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 5, 2015, American Superconductor Corporation (the “Company”) announced its financial results for the third quarter ended December 31, 2014 of the Company’s fiscal year 2014. 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    Press release issued by American Superconductor Corporation on February 5, 2015 (furnished, not “filed,” for purposes of Section 18 of the Exchange Act).

 

2


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 5, 2015

By:

/s/ David A. Henry

David A. Henry
Executive Vice President and Chief Financial Officer

 

3


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1   

Press release issued by American Superconductor Corporation on February 5, 2015

(furnished, not “filed,” for purposes of Section 18 of the Exchange Act).

 

4

EX-99.1

Exhibit 99.1

 

LOGO LOGO

AMSC Reports Third Quarter

Fiscal 2014 Financial Results and Provides

Business Outlook

Company to host conference call today at 10:00 am ET

Devens, MA – February 5, 2015 – AMSC (NASDAQ: AMSC), a global solutions provider serving wind and power grid industry leaders, today reported financial results for its third quarter of fiscal 2014 ended December 31, 2014.

Revenues for the third quarter of fiscal 2014 were $21.3 million, compared with $20.6 million for the same period of fiscal 2013. The year over year increase in revenues was due to higher Wind segment revenues, partially offset by lower Grid segment revenues versus year ago results.

AMSC’s net loss for the third quarter of fiscal 2014 decreased to $6.4 million, or $0.07 per share, from $8.4 million, or $0.14 per share, for the same period of fiscal 2013. Net loss for the third quarter of fiscal 2014 included a gain from a decrease in the fair value of derivatives and warrants of $2.3 million, as well as a charge of $0.5 million relating to the Company’s ongoing restructuring initiative.

Excluding these and other non-cash charges, the Company’s non-GAAP net loss for the third quarter of fiscal 2014 was $9.6 million, or $0.11 per share, compared with a non-GAAP net loss of $5.7 million, or $0.09 per share, in the same period of fiscal 2013. Please refer to the financial table below for a reconciliation of GAAP to non-GAAP results.

Cash, cash equivalents, and restricted cash at December 31, 2014 totaled $37.6 million, compared with $38.2 million at September 30, 2014. During the third quarter of fiscal 2014, the Company received net proceeds under its At-Market Sales Facility (ATM), after deducting sales commissions, of $1.0 million from the issuance of approximately 0.8 million shares of common stock at an average sales price of $1.22 per share. The ATM arrangement was terminated on November 5, 2014. Also during the third fiscal quarter, the Company completed an equity offering to a new investor, under which it sold approximately 9.1 million units of common stock at an offering price of $1.10 per common stock unit. Each unit consisted of one share of common stock and 0.9 of a warrant to purchase one share of common stock, or a warrant to purchase in the aggregate of 8.2 million shares. Net proceeds after deducting underwriting commissions and expenses were approximately $9.1 million. The Company also amended its senior term loan with Hercules Technology Growth Capital, which provided for a new term loan of $1.5 million.

The Company is also announcing that its wholly-owned subsidiary, AMSC Austria GmbH, has reached an agreement with Ghodawat Energy Pvd Ltd (Ghodawat) to fully settle any and all disputes and claims between the parties (including their respective parent and affiliated companies), including all claims relating to the arbitration award and the arbitration award for 7.45 million Euro (approximately $8.5 million at current exchange rates). Payment is expected to be made during the fourth quarter of fiscal 2014.

 

LOGO


AMSC Reports Q3 Results Page 2

 

“During the third fiscal quarter, we grew revenues by 70% sequentially. We’ve also put the arbitration with Ghodawat behind us so that we can remain focused on the products, markets, and customers that will drive our future growth,” said Daniel P. McGahn, President and CEO, AMSC. “Our baseline revenue is driven by our two established product lines: electrical control systems for wind turbines and D-VAR® reactive compensation systems. We also remain focused on the proliferation of our two disruptive solutions: ship protection systems for the U.S. Navy and Resilient Electric Grid systems for electric utilities.”

Business Outlook

For the fourth quarter ending March 31, 2015, AMSC expects that its revenues will be in the range of $23 million to $25 million. The Company’s net loss for the fourth quarter of fiscal 2014 is expected to be less than $6.0 million, or $0.06 per share. Forecasted GAAP net loss in the fourth quarter includes non-recurring gains of $2.0 million related to the recent settlement with the Company’s insurer pertaining to the Ghodawat matter and $1.3 million related to the settlement with Ghodawat itself that was announced today. AMSC expects that its non-GAAP net loss (as defined below) for the fourth quarter of fiscal 2014 will be less than $7.0 million, or $0.07 per share. For the full fiscal year 2014, the Company expects revenues to be in the range of $68 million to $70 million.

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 785-830-7991 and using conference ID 2701273.

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 expectations regarding the expected timing of our settlement payment to Ghodowat; our expectations regarding our financial results for the fourth quarter of fiscal 2014 and for the full fiscal year 2014; and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “will” and


AMSC Reports Q3 Results Page 3

 

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. Such factors include: We have a history of operating losses, which may continue in the future. Our operating results may fluctuate significantly from quarter to quarter and may fall below expectations in any particular fiscal quarter; we have a history of negative operating cash flows, and we may require additional financing in the future, which may not be available to us; Our Term Loans include certain covenants and other events of default. Should we not comply with these covenants or incur an event of default, we may be required to repay our obligation in cash, which could have an adverse effect on our liquidity; We may be required to issue performance bonds or provide letters of credit, which restricts our ability to access any cash used as collateral for the bonds or letters of credit; Changes in exchange rates could adversely affect our results from operations; If we fail to 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; 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 may not realize all of the sales expected from our backlog of orders and contracts; Our financial condition may have an adverse effect on our customer and supplier relationships; Failure to successfully execute the consolidation of our Grid manufacturing operations or achieve expected savings could adversely impact our financial performance; Our business and operations would be adversely impacted in the event of a failure or security breach of our information technology infrastructure; We may not be able to launch operations at our newly leased manufacturing facility in Romania, and, if we are able to do so, we may have manufacturing quality issues, which would negatively affect our revenues and financial position; 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; Many of our revenue opportunities are dependent upon subcontractors and other business collaborators; If we fail to implement our business strategy successfully, our financial performance could be harmed; 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; New regulations related to conflict-free minerals may force us to incur significant additional expenses; 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; Many of our customers outside of the United States are, either directly or indirectly, related to 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 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; 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 success depends upon the commercial use of high temperature superconductor (HTS) 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 and economic incentives; We have operations in and depend on sales in emerging markets, including China and India, and global conditions could negatively affect our operating results or limit our ability to expand our operations outside of these countries. Changes in China’s or India’s political, social, regulatory and economic environment may affect our financial performance; Our products face intense competition, which could limit our ability to acquire or retain customers; 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; Adverse changes in domestic and global economic conditions could adversely affect our operating results; We may be unable to adequately prevent disclosure of trade secrets and other proprietary information; Our patents may not provide meaningful protection for our technology, which could result in us losing some or all of our market position; 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; 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; 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; We have filed a demand for arbitration and other lawsuits against our former largest customer, Sinovel, regarding amounts we contend are overdue. We cannot be certain as to the outcome of these proceedings; We have been named as a party in various legal proceedings, 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 common stock has experienced, and may continue to experience, significant market price


AMSC Reports Q3 Results Page 4

 

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; and we will not be able to maintain our listing on The Nasdaq Global Select Market if we are unable to regain compliance with The NASDAQ Stock Market LLC’s minimum bid price requirement of $1.00 per share.

These 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, 2014, and our other reports filed with the SEC, 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.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

     Three months ended     Nine months ended  
     December 31,     December 31,  
     2014     2013     2014     2013  

Revenues

        

Wind

   $ 15,131      $ 13,545      $ 30,244      $ 42,937   

Grid

     6,119        7,018        15,157        24,893   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenues

  21,250      20,563      45,401      67,830   

Cost of revenues

  18,094      15,863      43,953      56,461   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

  3,156      4,700      1,448      11,369   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

Research and development

  2,795      2,951      8,993      9,061   

Selling, general and administrative

  7,550      8,232      23,534      27,741   

Arbitration award expense

  —        —        10,188      —     

Restructuring and impairments

  507      108      5,416      872   

Amortization of acquisition related intangibles

  39      84      118      247   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

  10,891      11,375      48,249      37,921   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

  (7,735   (6,675   (46,801   (26,552

Change in fair value of derivatives and warrants

  2,288      535      3,048      1,890   

Interest expense, net

  (525   (1,634   (1,555   (7,250

Other (expense) income, net

  (209   (341   379      (908
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income tax expense

  (6,181   (8,115   (44,929   (32,820

Income tax expense

  172      302      363      733   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

$ (6,353 $ (8,417 $ (45,292 $ (33,553
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share

Basic

$ (0.07 $ (0.14 $ (0.55 $ (0.55
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

$ (0.07 $ (0.14 $ (0.55 $ (0.55
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of common shares outstanding

Basic

  87,645      62,309      82,284      60,578   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

  87,645      62,309      82,284      60,578   
  

 

 

   

 

 

   

 

 

   

 

 

 


AMSC Reports Q3 Results Page 5

 

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

     December 31,     March 31,  
     2014     2014  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 35,983      $ 43,114   

Accounts receivable, net

     10,778        7,556   

Inventory

     26,536        20,694   

Prepaid expenses and other current assets

     11,705        9,004   

Restricted cash

     1,508        2,913   
  

 

 

   

 

 

 

Total current assets

  86,510      83,281   

Property, plant and equipment, net

  58,257      64,574   

Intangibles, net

  1,565      1,995   

Restricted cash

  100      3,394   

Deferred tax assets

  7,724      7,724   

Other assets

  2,833      7,541   
  

 

 

   

 

 

 

Total assets

$ 156,989    $ 168,509   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

$ 24,805    $ 21,764   

Accrued arbitration liability

  10,323      —     

Note payable, current portion, net of discount of $306 as of December 31, 2014 and $555 as of

March 31, 2014

  3,694      6,240   

Derivative liabilities

  3,914      2,601   

Deferred revenue

  15,385      9,456   

Deferred tax liabilities

  7,724      7,761   
  

 

 

   

 

 

 

Total current liabilities

  65,845      47,822   

Note Payable, net of current portion and discount of $298 as of December 31, 2014 and $287 as of March 31, 2014

  4,868      6,380   

Deferred revenue

  2,906      990   

Other liabilities

  895      1,058   
  

 

 

   

 

 

 

Total liabilities

  74,514      56,250   
  

 

 

   

 

 

 

Stockholders’ equity:

Common stock

  961      789   

Additional paid-in capital

  983,406      966,390   

Treasury stock

  (771   (370

Accumulated other comprehensive income

  560      1,839   

Accumulated deficit

  (901,681   (856,389
  

 

 

   

 

 

 

Total stockholders’ equity

  82,475      112,259   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

$ 156,989    $ 168,509   
  

 

 

   

 

 

 


AMSC Reports Q3 Results Page 6

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

     Nine months ended December 31,  
     2014     2013  

Cash flows from operating activities:

    

Net loss

   $ (45,292   $ (33,553

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

    

Depreciation and amortization

     7,298        8,052   

Stock-based compensation expense

     4,620        7,328   

Impairment of long lived assets

     3,464        —     

Provision for excess and obsolete inventory

     1,401        287   

Loss on minority interest investments

     644        789   

Change in fair value of derivatives and warrants

     (3,048     (1,890

Non-cash interest expense

     490        5,902   

Other non-cash items

     (838     1,181   

Changes in operating asset and liability accounts:

    

Accounts receivable

     (3,434     10,414   

Inventory

     (7,598     8,682   

Prepaid expenses and other current assets

     (3,072     3,462   

Accounts payable and accrued expenses

     5,694        (8,445

Accrued arbitration liability

     10,328        —     

Deferred revenue

     8,409        (20,575
  

 

 

   

 

 

 

Net cash used in operating activities

  (20,934   (18,366
  

 

 

   

 

 

 

Cash flows from investing activities:

Net cash provided by investing activities

  4,355      4,398   
  

 

 

   

 

 

 

Cash flows from financing activities:

Net cash provided by financing activities

  9,747      9,750   
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

  (299   369   
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

  (7,131   (3,849

Cash and cash equivalents at beginning of year

  43,114      39,243   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

$ 35,983    $ 35,394   
  

 

 

   

 

 

 


AMSC Reports Q3 Results Page 7

 

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME (LOSS)

(In thousands, except per share data)

 

     Three months ended
December 31,
    Nine months ended
December 31,
 
     2014     2013     2014     2013  

Net loss

   $ (6,353   $ (8,417   $ (45,292   $ (33,553

Stock-based compensation

     1,521        3,040        4,620        7,328   

Arbitration award expense

     —          —          10,188        —     

Amortization of acquisition-related intangibles

     39        84        118        247   

Restructuring and impairment charges

     507        108        5,416        872   

Sinovel litigation

     —          —          —          (7

Consumption of zero cost-basis inventory

     (3,143     (1,142     (5,710     (3,635

Change of fair value of derivatives and warrants

     (2,288     (535     (3,048     (1,890

Non-cash interest expense

     147        1,137        490        5,902   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net loss

$ (9,570 $ (5,725 $ (33,218 $ (24,736
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP loss per share

$ (0.11 $ (0.09 $ (0.40 $ (0.41
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding

  87,645      62,309      82,284      60,578   
  

 

 

   

 

 

   

 

 

   

 

 

 

RECONCILIATION OF FORECAST GAAP NET LOSS TO NON-GAAP

NET LOSS

(In millions, except per share data)

     Three months ending
March 31, 2015
 

Net loss

   $ (6.0

Stock-based compensation

     1.5   

Arbitration award expense

     (1.3

Restructuring and impairment charges

     0.1   

Non-cash interest expense

     0.1   

Consumption of zero-cost inventory

     (1.4
  

 

 

 

Non-GAAP net loss

$ (7.0
  

 

 

 

Non-GAAP net loss per share

$ (0.07
  

 

 

 

Shares outstanding

  95.8   
  

 

 

 

Note: Non-GAAP net loss is defined by the Company as net loss before stock-based compensation; arbitration award expense; amortization of acquisition-related intangibles; restructuring and impairment charges; Sinovel litigation; consumption of zero


AMSC Reports Q3 Results Page 8

 

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 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 in evaluating management’s performance when determining incentive compensation and 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 Contact:

Kerry Farrell

Phone: 978-842-3247

Email: kerry.farrell @ amsc.com