amsc20231121_8k.htm
false 0000880807 0000880807 2024-01-24 2024-01-24


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):
January 24, 2024
 
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 (978842-3000
 
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 January 24, 2024, American Superconductor Corporation (the “Company”) announced its financial results for the third quarter ended December 31, 2023 of the Company's fiscal year 2023. 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
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
 
 

 
 
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:
January 24, 2024
By:
/S/ JOHN W. KOSIBA, JR.
 
 
 
John W. Kosiba, Jr.
 
 
 
Senior Vice President and Chief Financial Officer
 
 
ex_599688.htm

 

Exhibit 99.1

 

 

 

https://cdn.kscope.io/3eb27968fc9e7d8929ec2a9e79b1274f-ex_151959img001.jpg

https://cdn.kscope.io/3eb27968fc9e7d8929ec2a9e79b1274f-ex_151959img002.jpg

 

AMSC Reports Third Quarter Fiscal Year 2023 Financial Results and Provides Business Outlook

 

  Q3 Financial Highlights:
 

• Revenues Increased Over 60% Year Over Year to $39 Million

• Reported 25% Gross Margin and Achieved Non-GAAP Net Income 

• Generated $1.3 Million of Operating Cash Flow

 

Company to host conference call tomorrow, January 25th at 10:00 am ET 

 

Ayer, MA – January 24, 2024 – AMSC (Nasdaq: AMSC), a leading system provider of megawatt-scale power resiliency solutions that orchestrate the rhythm and harmony of power on the grid™ and protect and expand the capability and resiliency of our Navy’s fleet, today reported financial results for its third quarter of fiscal year 2023 ended December 31, 2023.

 

Revenues for the third quarter of fiscal 2023 were $39.4 million compared with $23.9 million for the same period of fiscal 2022. The year-over-year increase was driven by increased shipments of new energy power systems and electrical control system shipments, versus the year ago period. 

 

AMSC’s net loss for the third quarter of fiscal 2023 was $1.6 million, or $0.06 per share, compared to a net loss of $9.6 million, or $0.34 per share, for the same period of fiscal 2022.  The Company’s non-GAAP net income for the third quarter of fiscal 2023 was $0.9 million, or $0.03 per share, compared with a non-GAAP net loss of $7.7 million, or $0.27 per share, in the same period of fiscal 2022. Please refer to the financial table below for a reconciliation of GAAP to non-GAAP results.

 

Cash, cash equivalents, and restricted cash on December 31, 2023, totaled $25.0 million, compared with $24.0 million at September 30, 2023.

 

"We outperformed expectations during the third quarter of fiscal 2023 with year-over-year revenue growth of over 60%, reporting non-GAAP net income for a second consecutive quarter and $1.3 million in operating cash flow. Our team achieved this thanks to strong customer demand, our pricing initiatives and a favorable product mix,” said Daniel P. McGahn, Chairman, President and CEO, AMSC. “We booked over $34 million of new orders during the quarter including our second 3MW ECS order from Inox Wind. We ended the quarter with over $137 million in 12-month backlog, nearly 25% year-over-year growth. Given this backlog position, strong demand in our end markets, and shortening customer lead times, we believe we are very well positioned for the fourth fiscal quarter which will end March 2024. We are proud of these results, which represent our deliberate diversification into growing markets, and look forward to delivering year over year revenue growth for fiscal 2023."

 

 

https://cdn.kscope.io/3eb27968fc9e7d8929ec2a9e79b1274f-ex_151959img003.jpg

 

 

 

AMSC Reports Q3 FY23 Results Page 2

                                                                                                                                                                                                                         

Business Outlook

For the fourth quarter ending March 31, 2024, AMSC expects that its revenues will be in the range of $36.0 million to $40.0 million. The Company’s net loss for the fourth quarter of fiscal 2023 is expected not to exceed $3.5 million, or $0.12 per share. The Company’s net loss guidance assumes no changes in fair value of contingent consideration. The Company's non-GAAP net loss (as defined below) is expected not to exceed $1.7 million, or $0.06 per share. The Company expects operating cash flow to be breakeven to a positive cash generation of $2.0 million in the fourth quarter of fiscal 2023. The Company expects cash, cash equivalents, and restricted cash on March 31, 2024, to be no less than $25 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 on Thursday, January 25, 2024, to discuss the Company’s 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 https://ir.amsc.com. The live call can be accessed by dialing 1-844-481-2802 or 1-412-317- 0675 and asking to join the AMSC call. A replay of the call may be accessed 2 hours following the call by dialing 1-877-344-7529 and using conference passcode 8370084.

 

About AMSC (Nasdaq: AMSC)

AMSC generates the ideas, technologies and solutions that meet the world’s demand for smarter, cleaner … better energy™. Through its Gridtec™ Solutions, AMSC provides the engineering planning services and advanced grid systems that optimize network reliability, efficiency and performance.  Through its Marinetec™ Solutions, AMSC provides ship protection systems and is developing propulsion and power management solutions designed to help fleets increase system efficiencies, enhance power quality and boost operational safety.  Through its Windtec® Solutions, AMSC provides wind turbine electronic controls and systems, designs and engineering services that reduce the cost of wind energy. The Company’s solutions are enhancing the performance and reliability of power networks, increasing the operational safety of navy fleets, and powering gigawatts of renewable energy globally. 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, American Superconductor, D-VAR, D-VAR VVO, Gridtec, Marinetec, Windtec, Neeltran, NEPSI, Smarter, Cleaner … Better Energy, and Orchestrate the Rhythm and Harmony of Power on the Grid are trademarks or registered trademarks of American Superconductor Corporation. All other brand names, product names, trademarks or service marks belong to their respective holders.

 

 

 

AMSC Reports Q3 FY23 Results Page 3

 

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 regarding our goals and strategies; backlog; growing markets for our products; customer lead times; expectations regarding year over year revenue growth for fiscal 2023; our expected GAAP and non-GAAP financial results for the quarter ending March 31, 2024; our expected cash generation during the quarter ending March 31, 2024; our expected cash, cash equivalents, and restricted cash balance on March 31, 2024; functionality, performance and capabilities of our products, systems and solutions; momentum, 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 limited to: 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; 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 of operations; If we fail to maintain proper and effective internal control 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; We may not realize all of the sales expected from our backlog of orders and contracts; 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; COVID-19 adversely impacted our business, financial condition and results of operations and other future pandemics or health crises may have similar impacts; Changes in U.S. government defense spending could negatively impact our financial position, results of operations, liquidity and overall business; We rely upon third-party suppliers for the components and subassemblies of many of our Grid and Wind products, making us vulnerable to supply shortages and price fluctuations, which could harm our business; Uncertainty surrounding our prospects and financial condition may have an adverse effect on our customer and supplier relationships; 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; Our success is dependent upon attracting and retaining qualified personnel and our inability to do so could significantly damage our business and prospects; A significant portion of our Wind segment revenues are derived from a single customer. If this customer's business is negatively affected, it could adversely impact our business; Our success in addressing the wind energy market is dependent on the manufacturers that license our designs; Our business and operations would be adversely impacted in the event of a failure or security breach of our or any critical third parties information technology infrastructure and networks; Failure to comply with evolving data privacy and data protection laws and regulations or to otherwise protect personal data, may adversely impact our business and financial results; 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; Many of our customers outside of the United States may be 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 had limited success marketing and selling our superconductor products and system-level solutions, and our failure to more broadly 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; We or third parties on whom we depend may be adversely affected by natural disasters, including events resulting from climate change, and our business continuity and disaster recovery plans may not adequately protect us or our value chain from such events; Adverse changes in domestic and global economic conditions could adversely affect our operating results; Our international operations are subject to risks that we do not face in the United States, which could have an adverse effect on our operation results; Our products face competition, which could limit our ability to acquire or retain customers. 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. Changes in Indias political, social, regulatory and economic environment may affect our financial performance; Our success depends upon the commercial adoption of the REG system, which is currently limited, and a widespread commercial market for our products may not develop; Industry consolidation could result in more powerful competitors and fewer customers; The increasing focus on environmental sustainability and social initiatives could increase our costs, and inaction could harm our reputation and adversely impact our financial results; 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; 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; The increasing focus on environmental sustainability and social initiatives could increase our costs, and inaction could harm our reputation and adversely impact our financial 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; 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 face risks related to our legal proceedings; We face risks related to our common stock; and the other 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, 2023, 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 Q3 FY23 Results Page 4

 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

   

Three Months Ended

   

Nine Months Ended

 
   

December 31,

   

December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Revenues

                               

Grid

  $ 33,603     $ 20,809     $ 87,854     $ 66,337  

Wind

    5,750       3,072       15,757       7,904  

Total revenues

    39,353       23,881       103,611       74,241  
                                 

Cost of revenues

    29,369       23,364       78,759       69,533  
                                 

Gross margin

    9,984       517       24,852       4,708  
                                 

Operating expenses:

                               

Research and development

    2,199       2,083       5,693       7,076  

Selling, general and administrative

    7,833       7,173       23,648       22,084  

Amortization of acquisition-related intangibles

    538       690       1,614       2,058  

Change in fair value of contingent consideration

    852       (220 )     3,052       (340 )

Restructuring

          -       (14 )     -  

Total operating expenses

    11,422       9,726       33,993       30,878  
                                 

Operating loss

    (1,438 )     (9,209 )     (9,141 )     (26,170 )
                                 

Interest income, net

    150       42       518       112  

China dissolution

    -             -       (1,921 )

Other expense, net

    (298 )     (287 )     (618 )     (48 )

Loss before income tax expense

    (1,586 )     (9,454 )     (9,241 )     (28,027 )
                                 

Income tax expense

    63       127       291       144  
                                 

Net loss

  $ (1,649 )   $ (9,581 )   $ (9,532 )   $ (28,171 )
                                 

Net loss per common share

                               

Basic

  $ (0.06 )   $ (0.34 )   $ (0.33 )   $ (1.01 )

Diluted

  $ (0.06 )   $ (0.34 )   $ (0.33 )   $ (1.01 )
                                 

Weighted average number of common shares outstanding

                               

Basic

    29,092       27,954       28,728       27,794  

Diluted

    29,092       27,954       28,728       27,794  

 

 

 

AMSC Reports Q3 FY23 Results Page 5

 

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

 

   

December 31, 2023

   

March 31, 2023

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 23,979     $ 23,360  

Accounts receivable, net

    24,721       30,665  

Inventory, net

    44,197       36,986  

Prepaid expenses and other current assets

    6,635       13,429  

Restricted cash

    667       1,733  

Total current assets

    100,199       106,173  
                 

Property, plant and equipment, net

    11,205       12,309  

Intangibles, net

    6,907       8,527  

Right-of-use assets

    2,401       2,857  

Goodwill

    43,471       43,471  

Restricted cash

    379       582  

Deferred tax assets

    1,141       1,114  

Other assets

    640       528  

Total assets

  $ 166,343     $ 175,561  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

Current liabilities:

               

Accounts payable and accrued expenses

  $ 23,002     $ 38,383  

Lease liability, current portion

    680       808  

Debt, current portion

    41       75  

Contingent consideration

    1,230       1,270  

Deferred revenue, current portion

    52,598       43,572  

Total current liabilities

    77,551       84,108  
                 

Deferred revenue, long term portion

    7,145       7,188  

Lease liability, long term portion

    1,861       2,184  

Deferred tax liabilities

    235       243  

Debt, long-term portion

          15  

Other liabilities

    26       26  

Total liabilities

    86,818       93,764  
                 

Stockholders' equity:

               

Common stock

    311       299  

Additional paid-in capital

    1,146,405       1,139,113  

Treasury stock

    (3,639 )     (3,639 )

Accumulated other comprehensive income

    1,527       1,571  

Accumulated deficit

    (1,065,079 )     (1,055,547 )

Total stockholders' equity

    79,525       81,797  

Total liabilities and stockholders' equity

  $ 166,343     $ 175,561  

 

 

 

AMSC Reports Q3 FY23 Results Page 6

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

   

Nine Months Ended December 31,

 
   

2023

   

2022

 

Cash flows from operating activities:

               
                 

Net loss

  $ (9,532 )   $ (28,171 )

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

               

Depreciation and amortization

    3,360       4,104  

Stock-based compensation expense

    3,608       3,492  

Provision for excess and obsolete inventory

    1,536       1,247  

Deferred income taxes

    3       65  

Change in fair value of contingent consideration

    3,052       (340 )

China dissolution

          1,921  

Other non-cash items

    495       185  

Unrealized foreign exchange loss on cash and cash equivalents

    (1 )     (3 )

Changes in operating asset and liability accounts:

               

Accounts receivable

    5,945       2,738  

Inventory

    (8,737 )     (16,324 )

Prepaid expenses and other assets

    7,139       (165 )

Accounts payable and accrued expenses

    (15,859 )     2,565  

Deferred revenue

    8,894       11,619  

Net cash used in operating activities

    (97 )     (17,067 )
                 

Cash flows from investing activities:

               

Purchase of property, plant and equipment

    (635 )     (970 )

Change in other assets

    (8 )     (194 )

Net cash used in investing activities

    (643 )     (1,164 )
                 

Cash flows from financing activities:

               

Repayment of debt

    (49 )     (56 )

Proceeds from exercise of employee stock options and ESPP

    136       127  

Net cash provided by financing activities

    87       71  
                 

Effect of exchange rate changes on cash

    3       25  
                 

Net decrease in cash, cash equivalents and restricted cash

    (650 )     (18,135 )

Cash, cash equivalents and restricted cash at beginning of period

    25,675       49,486  

Cash, cash equivalents and restricted cash at end of period

  $ 25,025     $ 31,351  

 

 

 

AMSC Reports Q3 FY23 Results Page 7

 

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

(In thousands, except per share data)

 

   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Net loss

  $ (1,649 )   $ (9,581 )   $ (9,532 )   $ (28,171 )

China dissolution

                      1,921  

Stock-based compensation

    1,140       1,440       3,608       3,492  

Amortization of acquisition-related intangibles

    538       696       1,620       2,096  

Change in fair value of contingent consideration

    852       (220 )     3,052       (340 )

Non-GAAP net income (loss)

  $ 881     $ (7,665 )   $ (1,252 )   $ (21,002 )
                                 

Non-GAAP net income (loss) per share - basic

  $ 0.03     $ (0.27 )   $ (0.04 )   $ (0.76 )

Weighted average shares outstanding - basic

    29,092       27,954       28,728       27,794  

 

 

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

(In millions, except per share data)

 

   

Three Months Ending

 
   

March 31, 2024

 

Net loss

  $

(3.5)

 

Stock-based compensation

        1.3  

Amortization of acquisition-related intangibles

    0.5  

Non-GAAP net loss

  $ (1.7)

 

Non-GAAP net loss per share

  $ (0.06)

 

Shares outstanding

    29.3  

 

 

 

AMSC Reports Q3 FY23 Results Page 8

 

Note: Non-GAAP net income (loss) is defined by the Company as net loss before; China dissolution; stock-based compensation; amortization of acquisition-related intangibles; change in fair value of contingent consideration; other non-cash or unusual charges, and the tax effect of adjustments calculated at the relevant rate for our non-GAAP metric. The Company believes non-GAAP net income (loss) and non-GAAP net income (loss) per share assist 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. Actual GAAP and non-GAAP net loss for the fiscal quarter ending March 31, 2024, including the above adjustments, may differ materially from those forecasted in the table above, including as a result of changes in the fair value of contingent consideration. 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 measure included in this release, however, should be considered in addition to, and not as a substitute for or superior to, operating income or other measures of financial performance prepared in accordance with GAAP. A reconciliation of GAAP to non-GAAP net loss is set forth in the table above.

 

AMSC Contacts

Investor Relations Contact:

LHA Investor Relations

Carolyn Capaccio

(212) 838-3777

amscIR@lhai.com

 

AMSC Senior Communications Manager:

Nicol Golez

978-399-8344

Nicol.Golez@amsc.com