American Superconductor Completes Acquisition of Windtec(TM).* Acquisition Positions Company for Strong Additional Sales Growth in Rapidly Expanding Global Wind Energy Market * AMSC AMSC Army Management Staff College AMSC American Mobile Satellite Corporation AMSC American Miniature Schnauzer Club AMSC Area Maritime Security Committee AMSC Acquisition Method Suffix Code AMSC Advanced Missile Signature Center Increases Backlog Backlog The total value of sales orders waiting to be fulfilled. Notes: This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings. to More Than $65 Million With January 5(th) Acquisition WESTBOROUGH, Mass. -- American Superconductor American Superconductor is a technology company based in Westborough, Massachusetts specializing in the design and manufacture of superconducting wires and power converters. It is listed on Nasdaq under the symbol AMSC. Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : AMSC), a leading energy technologies company, announced today that it completed its previously announced acquisition of Windtec on Friday, January 5, 2007. Windtec, now a wholly-owned subsidiary of American Superconductor, is operated by the company's Power Electronic Systems business unit. Windtec, based in Klagenfurt, Austria, designs a variety of wind turbine turbine, rotary engine that uses a continuous stream of fluid (gas or liquid) to turn a shaft that can drive machinery. A water, or hydraulic, turbine is used to drive electric generators in hydroelectric power stations. systems from the ground up, and licenses these designs to third parties for an upfront fee and royalty payments for each installation of a Windtec-designed wind turbine system. Windtec also provides consulting services Noun 1. consulting service - service provided by a professional advisor (e.g., a lawyer or doctor or CPA etc.) service - work done by one person or group that benefits another; "budget separately for goods and services" for its licensees who want to upgrade or optimize optimize - optimisation their wind turbine systems. Windtec normally sells wind turbine electrical systems, which utilize AMSC's PowerModule[TM] systems, to its licensees. Windtec's customers and targeted markets are typically industrial equipment manufacturers and engineering construction companies in fast-growing economies seeking to become manufacturers of wind turbine systems. "This acquisition opens an important chapter in American Superconductor's history, positioning our company for strong additional sales in one of the most exciting growth sectors in energy today," said Greg Yurek, chief executive officer and founder of American Superconductor. "Our company has been serving the wind market for more than three years with our D-VAR D-VAR Dynamic Volt-Amperes Reactive [R] and PowerModule power electronics products. We now will be able to offer a much more diverse and unique array of products and services -- from the design and licensing of entire wind energy systems to turbine electrical systems to wind farm grid interconnection in·ter·con·nect v. in·ter·con·nect·ed, in·ter·con·nect·ing, in·ter·con·nects v.intr. To be connected with each other: The two buildings interconnect. v.tr. solutions. From a financial perspective, Windtec provides American Superconductor with a powerful revenue growth catalyst as well as an immediate source of strong cash flow." For the 12 months ending December 31, 2006, Windtec estimates that its total revenues were approximately $13 million and its net income was approximately $1 million, or eight percent of revenues. This is up significantly from $2.7 million in revenues and a break-even bottom line for the 12 months ended December 31, 2005. As of January 5, 2007, Windtec had approximately $35 million of existing backlog, more than $20 million of which AMSC expects to recognize as revenues in fiscal 2008, ending March 31, 2008. AMSC expects profit margins on these future sales will increase over Windtec's historical levels. Going forward, Windtec's financial results will be reported as part of AMSC's Power Electronic Systems business unit. Including Windtec, AMSC had more than $65 million in total backlog as of January 5, 2007. Based on this existing backlog, AMSC expects Power Electronic Systems revenues to double from approximately $25 million in the fiscal year ending March 31, 2007 to approximately $50 million for the fiscal year ending March 31, 2008. The company expects the acquisition to have an accretive impact on AMSC's earnings beginning in the quarter ending June 30, 2007, which will be Windtec's first full quarter of operations as an AMSC subsidiary. "In addition to its existing customers in China, Japan and the Czech Republic Czech Republic, Czech Česká Republika (2005 est. pop. 10,241,000), republic, 29,677 sq mi (78,864 sq km), central Europe. It is bordered by Slovakia on the east, Austria on the south, Germany on the west, and Poland on the north. , Windtec is experiencing strong demand for its offerings in Canada, France, India and South Korea, among other countries," added Yurek. "Each of these leads represents a multi-million-dollar revenue opportunity for AMSC. Having completed this acquisition, we are now focused on closing additional orders this quarter and in the quarters ahead to ensure strong financial performance for AMSC going forward." Terms & Conditions The Windtec purchase price was 1.3 million shares of AMSC common stock, valued for accounting purposes at approximately $13.1 million based on a five-day average AMSC stock price of $10.08 per share at the time of signing definitive documents on November 28, 2006. The AMSC shares to be issued at the closing are subject to a lockup See hang and abend. whereby the former sole owner and founder of Windtec, Gerald Hehenberger, may sell only a certain number of shares per year through January 2010. AMSC is not assuming any debt in the transaction. The all-stock transaction also includes an earn-out Earn-out Refers to an additional payment in a merger or acquisition that is not part of the original acquisition cost, which is based on the acquired company's future earnings relative to a level determined by the merger agreement. opportunity with the potential for up to an additional 1.4 million shares of AMSC common stock to be issued to Mr. Hehenberger based on the achievement of certain revenue growth targets for the fiscal years ending March 31, 2008 through March 31, 2011. Mr. Hehenberger, a 20-year wind industry veteran, will remain with the company as Vice President and Managing Director of Windtec. The transaction includes the acquisition of Mr. Hehenberger's 27 patents and patents pending worldwide on wind turbine technology. For more information on AMSC's wind energy solutions, see: http://www.amsuper.com/products/applications/windEnergy/index.cfm. To learn more about AMSC's recent Windtec acquisition see: http://www.amsc-windtec.com About AMSC (NASDAQ: AMSC) AMSC (American Superconductor Corporation) is a leading energy technologies company. The company develops and sells a wide range of products and solutions based on power electronic systems and high temperature superconductor A material that has little resistance to the flow of electricity. Traditional superconductors operate at absolute zero (-459.67 degrees Fahrenheit or -273.15 degrees Celsius). Experiments in the 1980s raised the temperature to -321 degrees Fahrenheit. (HTS HTS Heights HTS Harmonized Tariff System HTS High Throughput Screening (biomolecular assay screening) HTS High-Throughput Screening (Pharmaceutical Industry) HTS Harmonized Tariff Schedule ) wires that dramatically improve the efficiency and quality of electricity during its generation, transmission, distribution and use. The company is a dominant force in alternative energy, offering grid interconnection solutions as well as licensed wind energy designs and electrical systems. As the world's principal supplier of HTS wire, AMSC is enabling a new generation of compact, high-power electrical products, including motors, generators, power cables, grid-level surge protectors A device that provides protection against power surges. See surge suppression. See also traffic surge protection. , and advanced transportation and defense systems. AMSC also provides utility and industrial customers worldwide with voltage regulation Voltage regulation The change in voltage magnitude that occurs when the load (at a specified power factor) is reduced from the rated or nominal value to zero, with no intentional manual readjustment of any voltage control, expressed in percent of nominal systems that dramatically enhance power grid capacity, reliability and security, as well as industrial productivity. The company's technologies are protected by a broad and deep intellectual property portfolio consisting of hundreds of patents and licenses worldwide. More information is available at www.amsuper.com. American Superconductor and design, Revolutionizing the Way the World Uses Electricity, AMSC, Powered by AMSC, SuperVAR, D-VAR, DVC (1) (Digital Video Camera) A camcorder that records in digital format. See DV. (2) (Digital Video Cassette) An earlier term for the DV format. See DV. (3) See desktop videoconferencing. , PQ-IVR and PowerModule are trademarks or registered trademarks of American Superconductor Corporation. Any statements in this release about future expectations, plans and prospects for the company, including our expectations regarding the growth of the wind power market and other statements containing the words "believes," "anticipates," "plans," "expects," "will" and similar expressions, constitute forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. Such factors include: uncertainties regarding the company's ability to obtain anticipated funding from corporate and government contracts, to successfully develop, manufacture and market commercial products, and to secure anticipated orders; the risk that a robust market may not develop for the company's products; the risk that strategic alliances and other contracts may be terminated; the risk that certain technologies utilized by the company will infringe in·fringe v. in·fringed, in·fring·ing, in·fring·es v.tr. 1. To transgress or exceed the limits of; violate: infringe a contract; infringe a patent. 2. intellectual property rights of others; the competition encountered by the company. Reference is made to these and other factors discussed in the "Risk Factors" section of the company's most recent quarterly or annual report filed with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the company's views as of the date of this release. While the company anticipates that subsequent events and developments may cause the company's views to change, the company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the company's views as of any date subsequent to the date this press release is issued. |
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