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amsc20201005_8k.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):

October 5, 2020

 

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):

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

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

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

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value per share

 

AMSC

 

Nasdaq Global Select Market

 

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

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 
 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On October 5, 2020, American Superconductor Corporation (the “Company”) announced preliminary financial results for the quarter ended September 30, 2020. For the second quarter of fiscal 2020, the Company expects its revenues will be in the range of $20.5 million—$21.5 million, compared to its previous second quarter revenue guidance of $17 million—$21 million. The Company’s net loss and non-GAAP net loss for the second quarter of fiscal 2020 are both expected to be lower than its previous guidance provided on August 5, 2020. The Company expects its cash, cash equivalents, marketable securities and restricted cash at September 30, 2020 to be approximately $57 million. On October 1, 2020, the Company paid $26 million in cash in connection with its acquisition of Northeast Power Systems, Inc.

 

The preliminary, unaudited information provided above is based on the Company’s current estimate of results from operations for the second quarter of fiscal 2020 and its cash, cash equivalents, marketable securities and restricted cash at September 30, 2020, and remains subject to change based on the Company’s closing procedures, including the Company’s execution of its internal controls over financial reporting, and the subsequent occurrence or identification of events prior to the formal issuance of the unaudited quarterly financial statements.

 

Forward-Looking Statements

 

This Current Report contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, statements regarding the Company’s financial results and cash, cash equivalents, marketable securities and restricted cash for the quarter ended September 30, 2020, and other statements containing the words and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions. 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 the Company’s common stock or cause actual results to differ materially from those indicated by such forward-looking statements. These important factors include, but are not limited to: risks related the completion of normal period-end accounting procedures and adjustments; 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, 2020, 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 Current Report. 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 Current Report.

 

 

 

 
 

 

 

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:

October 5, 2020

By:

/S/ JOHN W. KOSIBA, JR.

 

 

 

John W. Kosiba, Jr.

 

 

 

Senior Vice President and Chief Financial Officer