amsc-8k_20160520.htm

 

 

 

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):

May 31, 2016

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.)

 

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 May 31, 2016, American Superconductor Corporation announced its financial results for the fourth quarter and full fiscal year ended March 31, 2016. 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 May 31, 2016 (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: May 31, 2016

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 May 31, 2016 (furnished, not “filed,” for purposes of Section 18 of the Exchange Act).

 

4

amsc-ex99_15.htm

 

AMSC Reports Fourth Quarter and Fiscal 2015 Financial Results and Provides Business Outlook

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

 

Devens, MA – May 31, 2016 – 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 2015 ended March 31, 2016.

 

Revenues for the fourth quarter of fiscal 2015 were $27.5 million, compared with $25.1 million for the same period of fiscal 2014. The year over year increase in revenues was due primarily to higher Grid segment revenues in the fourth quarter of fiscal 2015.

 

AMSC’s net loss for the fourth quarter of fiscal 2015 was $3.4 million, or $0.25 per share, compared to $3.4 million, or $0.36 per share, for the same period of fiscal 2014. Fourth quarter fiscal 2014 net loss included a gain of $2.2 million related to the reversal of legal expenses associated with the settlement of a dispute with a former insurer, and a gain of $1.2 million related to the final settlement of an arbitration proceeding with a former customer.

 

The Company’s non-GAAP net loss for the fourth quarter of fiscal 2015 was $3.8 million, or $0.28 per share, compared with a non-GAAP net loss of $6.4 million, or $0.69 per share, in the same period of fiscal 2014. Please refer to the financial table below for a reconciliation of GAAP to non-GAAP results.

 

Revenues for the full year fiscal 2015 were $96.0 million as compared to $70.5 million in fiscal year 2014. The full year growth in revenues was driven by growth in both business units. AMSC reported a net loss for full year fiscal 2015 of $23.1 million, or $1.76 per share, compared to a net loss of $48.7 million, or $5.74 per share, for fiscal year 2014. The Company's non-GAAP net loss for full year fiscal 2015 was $26.2 million, or $1.99 per share, compared with a non-GAAP net loss of $39.6 million, or $4.67 per share, for fiscal year 2014.

 

Cash, cash equivalents, and restricted cash at March 31, 2016 increased to $40.7 million, compared with $37.7 million at December 31, 2015.

 

“Fiscal year 2015 was a year of strong revenue growth in both business units, and improved financial health for our company,” said Daniel P. McGahn, President and CEO, AMSC. “I am very pleased to report that our team here at AMSC delivered results beyond my expectations. As a result, we enter fiscal 2016 with a stronger balance sheet and improved longer-term prospects in both our Wind and Grid businesses.”

 

 

 

 

 

 


AMSC Reports Q4 FY15 ResultsPage 2

Business Outlook

“First quarter revenues will be negatively impacted by historical seasonality in our revenues from Inox, compounded by what has been described by Inox as a near-term working capital constraint,” added McGahn.  For the first quarter ending June 30, 2016, AMSC expects that its revenues will be in the range of $12 million to $14 million. The Company’s net loss for the first quarter of fiscal 2016 is expected to be less than $13.0 million, or $0.94 per share. AMSC expects that its non-GAAP net loss (as defined below) for the first quarter of fiscal 2016 will be less than $12.5 million, or $0.90 per share. “Based on discussions with our customers, revenues in our Wind segment are currently expected to return to a more normal level in the second fiscal quarter,” said McGahn.

 

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 719-457-2689 and using conference ID 5408475.  

 

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 anticipated financial results, future revenues in our Wind segment 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, which are discussed under the caption “Risk Factors” in Part 1. Item 1A of our Form 10-K for the fiscal year ended March 31, 2016, 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.

 

 


AMSC Reports Q4 FY15 ResultsPage 3

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Years ended

 

 

March 31,

 

 

March 31,

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Wind

$

19,907

 

 

$

21,063

 

 

$

68,883

 

 

$

51,307

 

     Grid

 

7,618

 

 

 

4,066

 

 

 

27,140

 

 

 

19,223

 

        Total revenues

 

27,525

 

 

 

25,129

 

 

 

96,023

 

 

 

70,530

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Cost of revenues

 

18,284

 

 

 

23,488

 

 

 

74,041

 

 

 

67,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

9,241

 

 

 

1,641

 

 

 

21,982

 

 

 

3,088

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Research and development

 

3,379

 

 

 

2,886

 

 

 

12,303

 

 

 

11,878

 

   Selling, general and administrative

 

7,530

 

 

 

5,682

 

 

 

28,861

 

 

 

29,217

 

   Arbitration award expense

 

 

 

(1,201

)

 

 

 

 

8,987

 

   Restructuring and impairments

 

 

 

(50

)

 

 

779

 

 

 

5,366

 

   Amortization of acquisition related intangibles

 

39

 

 

 

39

 

 

 

157

 

 

 

157

 

     Total operating expenses

 

10,948

 

 

 

7,356

 

 

 

42,100

 

 

 

55,605

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(1,707

)

 

 

(5,715

)

 

 

(20,118

)

 

 

(52,517

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivatives and warrants

 

(637

)

 

 

915

 

 

 

(228

)

 

 

3,963

 

Gain on sale of minority interest

 

581

 

 

 

 

 

3,092

 

 

 

Interest expense, net

 

(196

)

 

 

(327

)

 

 

(1,037

)

 

 

(1,882

)

Other (expense) income, net

 

(1,268

)

 

 

1,216

 

 

 

(2,457

)

 

 

1,596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income tax expense

 

(3,227

)

 

 

(3,911

)

 

 

(20,748

)

 

 

(48,840

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

135

 

 

 

(546

)

 

 

2,391

 

 

 

(184

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(3,362

)

 

$

(3,365

)

 

$

(23,139

)

 

$

(48,656

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic

$

(0.25

)

 

$

(0.36

)

 

$

(1.76

)

 

$

(5.74

)

   Diluted

$

(0.25

)

 

$

(0.36

)

 

$

(1.76

)

 

$

(5.74

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Basic

 

13,559

 

 

 

9,235

 

 

 

13,178

 

 

 

8,477

 

   Diluted

 

13,559

 

 

 

9,235

 

 

 

13,178

 

 

 

8,477

 

 


AMSC Reports Q4 FY15 ResultsPage 4


UNAUDITED CONSOLIDATED BALANCE SHEETS

 

(In thousands)

 

 

March 31,

 

 

March 31,

 

 

2016

 

 

2015

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

39,330

 

 

$

20,490

 

Accounts receivable, net

 

19,264

 

 

 

9,879

 

Inventory

 

18,512

 

 

 

20,596

 

Prepaid expenses and other current assets

 

5,778

 

 

 

10,764

 

Restricted cash

 

457

 

 

 

2,822

 

Total current assets

 

83,341

 

 

 

64,551

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

49,778

 

 

 

56,097

 

Intangibles, net

 

854

 

 

 

1,422

 

Restricted cash

 

934

 

 

 

1,236

 

Deferred tax assets

 

96

 

 

 

7,766

 

Other assets

 

315

 

 

 

2,753

 

Total assets

$

135,318

 

 

$

133,825

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

23,156

 

 

$

21,615

 

Note payable, current portion, net of discount of $42 as of March 31, 2016 and $244 as of March 31, 2015

 

2,624

 

 

 

3,756

 

Derivative liabilities

 

3,227

 

 

 

2,999

 

Deferred revenue

 

12,000

 

 

 

11,019

 

Deferred tax liabilities

 

 

 

7,843

 

Total current liabilities

 

41,007

 

 

 

47,232

 

 

 

 

 

 

 

 

 

Note payable, net of discount of $133 as of March 31, 2016 and $290 as of March 31, 2015

 

1,367

 

 

 

3,877

 

Deferred revenue

 

9,269

 

 

 

2,756

 

Deferred tax liabilities

 

63

 

 

 

Other liabilities

 

63

 

 

67

 

Total liabilities

 

51,769

 

 

 

53,932

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

Common stock, $0.01 par value, 75,000,000 shares authorized; 14,107,126 and 9,624,275 shares issued at March 31, 2016 and 2015, respectively

 

141

 

 

96

 

Additional paid-in capital

 

1,011,813

 

 

 

985,921

 

Treasury stock, at cost, 51,506 and 34,067 shares at March 31, 2016 and 2015, respectively

 

(881

)

 

 

(771

)

Accumulated other comprehensive income (loss)

 

660

 

 

 

(308

)

Accumulated deficit

 

(928,184

)

 

 

(905,045

)

Total stockholders' equity

 

83,549

 

 

 

79,893

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

$

135,318

 

 

$

133,825

 

 

 

 

 

 



AMSC Reports Q4 FY15 ResultsPage 5

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands)

 

 

 

 

Years ended March 31

 

 

 

 

2016

 

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

$

(23,139

)

 

$

(48,656

)

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

7,972

 

 

 

9,554

 

 

 

Stock-based compensation expense

 

3,248

 

 

 

5,936

 

 

 

Impairment of minority interest investments

 

746

 

 

 

3,464

 

 

 

Provision for excess and obsolete inventory

 

2,713

 

 

 

1,386

 

 

 

Write-off prepaid taxes

 

289

 

 

 

 

 

Gain on sale from minority interest investments

 

(3,092

)

 

 

 

 

Loss from minority interest investment

 

356

 

 

 

743

 

 

 

Change in fair value of derivatives and warrants

 

228

 

 

 

(3,963

)

 

 

Reversal of Catlin legal costs

 

 

 

(2,220

)

 

 

Non-cash interest expense

 

359

 

 

 

566

 

 

 

Other non-cash items

 

1,462

 

 

 

(2,436

)

 

 

Changes in operating asset and liability accounts:

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(9,318

)

 

 

(2,677

)

 

 

 

Inventory

 

(782

)

 

 

(1,887

)

 

 

 

Prepaid expenses and other current assets

 

5,608

 

 

 

(2,330

)

 

 

 

Accounts payable and accrued expenses

 

1,543

 

 

 

5,579

 

 

 

 

Deferred revenue

 

7,248

 

 

 

4,265

 

 

   Net cash used in operating activities

 

(4,559

)

 

 

(32,676

)

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

   Net cash provided by investing activities

 

4,873

 

 

 

1,809

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

   Net cash provided by financing activities

 

18,202

 

 

 

8,783

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

324

 

 

 

(540

)

 

 

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

18,840

 

 

 

(22,624

)

Cash and cash equivalents at beginning of year

 

20,490

 

 

 

43,114

 

Cash and cash equivalents at end of period

$

39,330

 

 

$

20,490

 

 

 

 

 

 



AMSC Reports Q4 FY15 ResultsPage 6

 

 

 

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

 

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Years ended

 

 

 

March 31,

 

 

March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net loss

$

(3,362

)

 

$

(3,365

)

 

$

(23,139

)

 

$

(48,656

)

Gain on sale of interest in minority investments, net of tax effect

 

(565

)

 

 

 

 

(2,919

)

 

 

Stock-based compensation

 

706

 

 

 

1,316

 

 

 

3,248

 

 

 

5,936

 

Arbitration award expense

 

 

 

(1,201

)

 

 

 

 

8,987

 

Amortization of acquisition-related intangibles

 

39

 

 

 

39

 

 

 

157

 

 

 

157

 

Restructuring and impairment charges

 

 

 

(50

)

 

 

779

 

 

 

5,366

 

Consumption of zero cost-basis inventory

 

(1,348

)

 

 

(2,272

)

 

 

(4,960

)

 

 

(7,982

)

Change of fair value of derivatives and warrants

 

637

 

 

 

(915

)

 

 

228

 

 

 

(3,963

)

Non-cash interest expense

 

69

 

 

 

76

 

 

 

359

 

 

 

566

 

Non-GAAP net loss

$

(3,824

)

 

$

(6,372

)

 

$

(26,247

)

 

$

(39,589

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net loss per share

$

(0.28

)

 

$

(0.69

)

 

$

(1.99

)

 

$

(4.67

)

Weighted average shares outstanding

 

13,559

 

 

 

9,235

 

 

 

13,178

 

 

 

8,477

 

 

 

 

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

(In millions, except per share data)

 

 

Three months ending

June 30, 2016

Net loss

$(13.0)

Stock-based compensation

0.7

Non-cash interest expense

0.1

Consumption of zero-cost inventory

(0.3)

Non-GAAP net loss

($12.5)

Non-GAAP net loss per share

($0.90)

Shares outstanding

13.9

 

 

 

Note: Non-GAAP net loss is defined by the Company as net loss before 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 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


AMSC Reports Q4 FY15 ResultsPage 7

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:

Brion D. Tanous
Phone: 424-634-8592
Email: Brion.Tanous @ amsc.com