UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 14, 2019

UQM Technologies, Inc.  

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

Colorado

 

1-10869

 

84-0579156

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

4120 Specialty Place
Longmont, Colorado 80504

(Address of principal executive offices, including zip code)

 

 

 

 

 

Registrant’s telephone number, including area code: (303) 682-4900

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

UQM

NYSE American

 

 

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:

[  ]   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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION. 

On May 14, 2019, UQM Technologies, Inc. issued a press release reporting its first quarter results for the period ending March 31, 2019. A copy of this press release is furnished and attached hereto as Exhibit 99.1.

 

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d)Exhibits

 

The following exhibit is furnished as part of this Current Report on Form 8-K.

 

 

 

 

 

 

 

 

Exhibit No.

Description of Exhibit

99.1 

Press Release, dated  May 14, 2019    

 

The information in Item 2.02 of the Current Report, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information 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 filing.

 

1

 

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.

 

 

28

 

 

UQM TECHNOLOGIES, INC.

 

 

Date: May 14, 2019

By: /s/DAVID I. ROSENTHAL     

 

         David I. Rosenthal

 

         Treasurer, Secretary and Chief Financial Officer

 

        

 

2

uqm_Ex99_1_earnings

Exhibit 99.1

 

For Immediate Release

 

 

UQM Technologies Reports First Quarter Financial Results

Revenue $3.7 Million; Acquisition by Danfoss Approved by Shareholders

 

 

LONGMONT, COLORADO, MAY 14, 2019 – UQM Technologies, Inc. (NYSE American: UQM) (“UQM” or the “Company”), a developer of alternative energy technologies, today announced operating results for the first quarter ended March 31, 2019.  

 

Recent Highlights

·

Reported revenue of $3.7 million for the first quarter of 2019 versus $1.6 million for the prior-year period

·

Held special meeting of shareholders on April 23, 2019 at which the acquisition by Danfoss A/S (“Danfoss”) was approved by 69.65% of outstanding shares – such that 92.38% of total shares voted were in favor of the merger  

·

The transaction – at $1.71 per share, or approximately $100 million total valuation – is anticipated to close during the second quarter of 2019, subject to government and regulatory approvals

 

“UQM took the next step in its evolution on April 23, 2019, when the acquisition by Danfoss was overwhelmingly approved by shareholders,” said Joe Mitchell, UQM Technologies’ President and Chief Executive Officer. “With over 92% of votes cast in favor of this monumental transaction, everything is moving in the right direction for our merger to close during the second quarter. We continue to work with CFIUS – and Danfoss – to prepare for this transformational event where our products can more effectively compete, penetrate new markets, and play an important role in the electric vehicles of tomorrow.” 

 

Results for the Three Months Ended March 31, 2019

Revenue for the first quarter of 2019 was $3.7 million compared with $1.6 million for the first quarter of 2018. UQM’s net loss for the first quarter was $2.6 million, or $(0.05) per common share, compared to a net loss of $1.9 million, or $(0.04) per common share, last year, primarily reflecting higher SG&A costs due to merger-related professional and administrative expenses. 

 

Conference Call

The Company will host a conference call tomorrow, May 15, 2019, at 10:30 a.m. Eastern Time, to discuss operating results for the quarter ended March 31, 2019. To attend the conference call, please dial 888-241-0326 approximately ten minutes before the conference is scheduled to begin and provide the conference ID “2289855” to access the call. International callers should dial +1 647-427-3411. The call will also be webcast live and accessed from the company’s website at www.uqm.com/investors. Parties listening via the webcast will be in a “listen-only” mode. Please log onto UQM’s website ten minutes prior to the start of the webcast to register.

 

UQM TECHNOLOGIES, INC. 4120 SPECIALTY PLACE, LONGMONT, COLORADO 80504 (303) 682-4900 FAX (303) 682-4901

 

An audio replay of the webcast will be available two hours after the call and can be accessed on the investor page of website using the link listed above.

 

About UQM

UQM Technologies is a developer and manufacturer of power-dense, high-efficiency electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine and industrial markets. A major emphasis for UQM is developing propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles. UQM is IATF 16949 and ISO 14001 certified and located in Longmont, Colorado. For more information, please visit www.uqm.com.

 

This Release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements appear in a number of places in this Release and include statements regarding our plans, beliefs or current expectations; including those plans, beliefs and expectations of our management with respect to, among other things, gaining required certifications, new product developments, the merger with Danfoss, future orders to be received from our customers, sales of products from inventory, future financial results, liquidity, and the continued growth of the electric-powered vehicle industry. Important Risk Factors that could cause actual results to differ from those contained in the forward-looking statements are contained in our Form 10-K and Form 10-Q’s, which are available through our website at www.uqm.com  or at www.sec.gov.  

 

Company Contacts:   

Chris Witty

UQM Investor Relations

646-438-9385

cwitty@darrowir.com 

 

or

 

David Rosenthal

UQM Technologies, Inc.

303-682-4900

investor@uqm.com 

 

 

Source: UQM Technologies, Inc.

 

 

###Tables Attached###

 

 

UQM TECHNOLOGIES, INC. 4120 SPECIALTY PLACE, LONGMONT, COLORADO 80504 (303) 682-4900 FAX (303) 682-4901

 

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Operations (unaudited)

(derived from the Company’s Quarterly Report on Form 10-Q)

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

    

2019

    

2018

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

Product sales

 

$

2,991,409

 

$

1,405,364

Contract services

 

 

692,327

 

 

206,210

 

 

 

3,683,736

 

 

1,611,574

Operating costs and expenses:

 

 

 

 

 

 

Costs of product sales

 

 

2,593,264

 

 

1,176,138

Costs of contract services

 

 

369,906

 

 

128,765

Research and development

 

 

502,184

 

 

678,505

Selling, general and administrative

 

 

2,692,207

 

 

1,519,917

 

 

 

6,157,561

 

 

3,503,325

 

 

 

 

 

 

 

Loss from operations

 

 

(2,473,825)

 

 

(1,891,751)

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

Interest income

 

 

129

 

 

3,131

Interest expense

 

 

(75,005)

 

 

(43,768)

Amortization of deferred financing costs

 

 

(13,159)

 

 

(9,327)

Other

 

 

11,172

 

 

8,917

 

 

 

(76,863)

 

 

(41,047)

 

 

 

 

 

 

 

Net loss

 

$

(2,550,688)

 

$

(1,932,798)

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$

(0.05)

 

$

(0.04)

 

 

 

 

 

 

 

Weighted average number of shares of common stock outstanding - basic and diluted

 

 

55,349,670

 

 

54,124,230

 

UQM TECHNOLOGIES, INC. 4120 SPECIALTY PLACE, LONGMONT, COLORADO 80504 (303) 682-4900 FAX (303) 682-4901

 

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets (unaudited)
(derived from the Company’s Annual Report on Form 10-K)

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

    

2019

    

2018

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,910,507

 

$

1,918,570

Restricted cash

 

 

222,392

 

 

296,314

Accounts receivable

 

 

1,541,178

 

 

1,681,289

Inventories, net

 

 

4,815,599

 

 

4,783,887

Prepaid expenses and other current assets

 

 

282,403

 

 

377,762

Total current assets 

 

 

9,772,079

 

 

9,057,822

 

 

 

 

 

 

 

Property and equipment, at cost:

 

 

 

 

 

 

Land

 

 

896,388

 

 

896,388

Building

 

 

4,516,301

 

 

4,516,301

Machinery and equipment

 

 

7,719,597

 

 

7,479,790

 

 

 

13,132,286

 

 

12,892,479

Less accumulated depreciation

 

 

(8,381,913)

 

 

(8,282,269)

Net property and equipment

 

 

4,750,373

 

 

4,610,210

 

 

 

 

 

 

 

Patent costs, net of accumulated amortization of $976,215 and $958,543, respectively

 

 

271,328

 

 

260,021

Trademark costs, net of accumulated amortization of $91,001 and $86,505, respectively

 

 

84,840

 

 

85,964

Other assets

 

 

94,899

 

 

 -

Total assets

 

$

14,973,519

 

$

14,014,017

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

2,679,319

 

$

2,995,632

Unearned revenue

 

 

1,308,664

 

 

736,819

Other current liabilities

 

 

1,788,979

 

 

1,394,150

Deferred contract liabilities

 

 

230,116

 

 

110,727

Current debt, net of deferred financing costs of
$26,933 and $7,772, respectively

 

 

4,637,596

 

 

4,656,757

Total current liabilities

 

 

10,644,674

 

 

9,894,085

 

 

 

 

 

 

 

Other long-term liabilities

 

 

168,282

 

 

106,159

Total long-term liabilities

 

 

168,282

 

 

106,159

 

 

 

 

 

 

 

Total liabilities

 

 

10,812,956

 

 

10,000,244

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.01 par value, 175,000,000 shares authorized; 56,222,189 and 54,267,440 shares issued and outstanding, respectively

 

 

562,222

 

 

542,674

Additional paid-in capital

 

 

137,323,841

 

 

134,645,911

Accumulated deficit

 

 

(133,725,500)

 

 

(131,174,812)

Total stockholders’ equity

 

 

4,160,563

 

 

4,013,773

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

14,973,519

 

$

14,014,017

 

 

# End Table

# End #

 

 

UQM TECHNOLOGIES, INC. 4120 SPECIALTY PLACE, LONGMONT, COLORADO 80504 (303) 682-4900 FAX (303) 682-4901