AMSC Announces New Term Loan and "At-The-Market" Issuance Program DEVENS, Mass., Nov. 18, 2013 (GLOBE NEWSWIRE) -- American Superconductor Corporation (Nasdaq:AMSC), a global solutions provider serving wind and power grid industry leaders, today announced that it has entered into an amendment (the "Amendment") to its existing senior term loan with Hercules Technology Growth Capital, Inc. and an At Market Issuance ("ATM") Sales Agreement with MLV & Co. LLC. The terms of the Amendment with Hercules provide, among other things, AMSC with a total borrowing capacity of $15 million, representing $10 million of incremental borrowing capacity based on the outstanding balance of the existing term loan. Upon execution of the Amendment, Hercules advanced this $10 million (the "New Term Loan") to AMSC. The New Term Loan bears interest of 11%, which is the same rate as the existing term loan. The company is obligated to make interest only payments for up to the first six months after the date of a new advance (nine months should the company achieve certain revenue targets), after which it is obligated to begin re-paying the New Term Loan in equal monthly installments through November 1, 2016. In conjunction with entering into the Amendment, the company issued warrants to purchase up to 256,410 shares of common stock to Hercules at an exercise price of $1.95 per share. In addition, the company amended the terms of its existing warrant with Hercules, originally issued on June 5, 2012, to lower the exercise price to $1.95. For more information about the New Term Loan, please refer to AMSC's filing on Form 8-K today. Under the terms of the ATM Sales Agreement, AMSC may, at its discretion, from time to time, sell through MLV, as sales agent, such number of shares of common stock of the company ("Shares") as would result in aggregate gross proceeds to the company of up to $30 million.MLV, at AMSC's discretion and instruction, will use its commercially reasonable efforts to sell the Shares at market prices from time to time, including sales made directly on The NASDAQ Global Select Market. Sales in the ATM offering, if any, would be made pursuant to the prospectus supplement dated November 15, 2013, which supplements the prospectus dated September 25, 2013, included in the shelf registration statement that AMSC filed with the Securities and Exchange Commission ("SEC") on September 13, 2013. For more information about AMSC and the ATM offering, you are encouraged to read the prospectus for the ATM offering, as supplemented by the prospectus supplement, and other documents incorporated by reference into such prospectus.You may obtain these documents on the SEC's website at www.sec.gov. This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor may there be any sale of AMSC's common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any state or jurisdiction. 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 future expectations, plans, prospects or sales under the ATM offering 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. Such factors include: We have experienced recurring operating losses and recurring negative cash flows from operations which raise substantial doubt about our ability to continue as a going concern. This substantial doubt has resulted in a qualified opinion from our auditors with an explanatory paragraph regarding our ability to continue as a going concern. We believe this opinion may have an adverse effect on our customer and supplier relationships; our success in addressing the wind energy market is dependent on the manufacturers that license our designs; we may not realize all of the sales expected from our backlog of orders and contracts; our business and operations would be adversely impacted in the event of a failure or security breach of our information technology infrastructure; our success is dependent upon attracting and retaining qualified personnel and our inability to do so could significantly damage our business and prospects; 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; 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; 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 have experienced recurring losses from operations and negative operating cash flow; these factors raise substantial doubt regarding our ability to continue as a going concern; 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; we may require additional funding in the future and may be unable to raise capital when needed; our debt obligations include certain covenants and other events of default;. Should we not comply with the covenants or incur an event of default, we may be required to repay our debt obligations in cash, which could have an adverse effect on our liquidity; 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; 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; growth of the wind energy market depends largely on the availability and size of government subsidies and economic incentives; 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; 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; the commercial uses of superconductor products are limited today, and a widespread commercial market for our products may not develop; 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 to purported stockholder class actions and stockholder 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 7% convertible note contains warrants and provisions that could limit our ability to repay the note in shares of common stock and should the note be repaid in stock, shareholders could experience significant dilution; 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;. 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, 2013, 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. CONTACT: AMSC Contact: Kerry Farrell Phone: 978-842-3247 Email: email@example.com AMSC Logo
AMSC Announces New Term Loan and "At-The-Market" Issuance Program
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