8-K

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): March 27, 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)

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 March 27, 2019, UQM Technologies, Inc. issued a press release reporting its fiscal year-end and fourth quarter results for the period ending December 31, 2018. 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  March 27, 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: March 27, 2019	By:  /s/DAVID I. ROSENTHAL
	David I. Rosenthal
	Treasurer, Secretary and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

For Immediate Release

UQM Technologies Reports Fourth Quarter and Annual

Financial Results

Quarter Revenue More than Doubles Year-over-Year; Acquisition by Danfoss

Expected to Close in Second Quarter

LONGMONT, COLORADO, MARCH 27, 2019 – UQM Technologies, Inc. (NYSE American: UQM) (“UQM” or the “Company”), a developer of alternative energy technologies, today announced operating results for the fourth quarter and year ended December 31, 2018.  

Recent Highlights

· Revenue of $5.5 million for the fourth quarter of 2018, more than double that of 2017 ($2.2 million)

· 2018 annual revenue was $14.2 million, an increase of 82% over revenue of $7.8 million in 2017

· Announced acquisition of UQM by Danfoss A/S (“Danfoss”) at $1.71 per share in an all-cash transaction valued at approximately $100 million    

· Won a $1.8 million order from a major fuel cell system supplier in China for UQM’s Fuel Cell Compressor System (“FCS”)

· Will hold a special shareholders meeting on April 23, 2019 to vote on the Company’s pending merger with Danfoss

“UQM reported an excellent quarter – with revenue more than doubling, to $5.5 million – a strong indication of market demand and the value of our technology within an expanding sector,” said Joe Mitchell, UQM Technologies’ President and Chief Executive Officer. “Given this backdrop, we were excited to announce in January that UQM had reached agreement to be acquired by Denmark-based Danfoss for $1.71 per share, or approximately $100 million. Danfoss reported its 2018 full year results on February 28, with sales of just under $7 billion, and we continue to believe UQM will be able to achieve its full potential under the Danfoss umbrella. Being part of a large, global enterprise will greatly improve our ability to compete against other multinational companies, open doors to new markets, and provide critical resources for UQM to continue developing the highly-engineered electric propulsion products we’re known for today. Indeed, we’ve seen nothing but an outpouring of positive support by existing and potential customers alike given our pending deal with Danfoss. We anticipate a bright future together and, in that vein, look forward to closing the merger in the second quarter of 2019.” 

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

Results for the Three Months December 31, 2018

Revenue for the fourth quarter of 2018 was $5.5 million compared with $2.2 million for the fourth quarter of 2017. UQM’s net loss for the fourth quarter was $1.0 million, or $(0.01) per common share, compared to a net loss of $1.3 million, or $(0.03) per common share, last year, primarily reflecting higher gross profit. 

Results for the Year Ended December 31, 2018

Revenue for year ended December 31, 2018 was $14.2 million compared with $7.8 million for the same period in 2017, an increase of 82%. UQM’s net loss for the year was $6.5 million, or $(0.12) per common share, compared to a net loss of $4.8 million, or $(0.10) per common share, last year, primarily reflecting lower gross margins and higher operating costs as revenue ramped.   

Special Shareholders Meeting

Investors are invited to attend a special meeting of UQM shareholders to be held at 10:00 a.m. local time on April 23, 2019 at the Company’s offices in Longmont, Colorado to vote on the merger with Danfoss Power Solutions (US) Company (a division of Danfoss). See the Company’s SEC filings for additional information. 

Conference Call

The Company will host a conference call tomorrow, March 28, 2019 at 10:30 a.m. Eastern Time, to discuss operating results for the quarter and year ended December 31, 2018. 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 “7772609” 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.

An audio replay of the webcast will be available two hours after the call and 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, 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

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

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)

	Year ended December 31,
	2018		2017
Revenue:
Product sales	$	12,367,115	$	7,162,456
Contract services		1,807,669		616,293
		14,174,784		7,778,749
Operating costs and expenses:
Costs of product sales		9,798,384		4,368,093
Costs of contract services		1,008,715		285,095
Research and development		2,497,127		2,042,732
Selling, general and administrative		7,299,860		6,367,331
		20,604,086		13,063,251
Loss from operations		(6,429,302)		(5,284,502)
Other income (expense), net		(74,260)		506,186
Net loss	$	(6,503,562)	$	(4,778,316)
Net loss per common share - basic and diluted	$	(0.12)	$	(0.10)
Weighted average number of shares of common stock outstanding - basic and diluted		54,183,772		50,038,799

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)

	December 31,		December 31,
	2018		2017
Assets
Current assets:
Cash and cash equivalents	$	1,918,570	$	6,309,269
Restricted cash		296,314		176,193
Accounts receivable		1,681,289		823,793
Inventories, net		4,783,887		2,341,360
Prepaid expenses and other current assets		377,762		233,566
Total current assets		9,057,822		9,884,181
Property and equipment, at cost:
Land		896,388		896,388
Building		4,516,301		4,516,301
Machinery and equipment		7,479,790		7,136,578
		12,892,479		12,549,267
Less accumulated depreciation		(8,282,269)		(7,936,056)
Net property and equipment		4,610,210		4,613,211
Patent costs, net of accumulated amortization of $972,553 and $953,491, respectively		260,021		222,461
Trademark costs, net of accumulated amortization of $89,877 and $85,381, respectively		85,964		90,460
Restricted cash		-		323,863
Total assets	$	14,014,017	$	15,134,176

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,995,632	$	948,875
Unearned revenue		736,819		153,944
Other current liabilities		1,394,150		819,839
Deferred contract liability		110,727		199,160
Current debt, net of deferred financing costs of $7,772 and $0, respectively		4,656,757		-
Total current liabilities		9,894,085		2,121,818
Long-term debt, net of deferred financing costs of $0 and $45,079		-		3,119,450
Other long-term liabilities		106,159		121,667
Total long-term liabilities		106,159		3,241,117
Total liabilities		10,000,244		5,362,935
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value, 175,000,000 shares authorized; 54,267,440 and 54,108,510  shares issued and outstanding, respectively		542,674		541,085
Additional paid-in capital		134,645,911		133,901,406
Accumulated deficit		(131,174,812)		(124,671,250)
Total stockholders’ equity		4,013,773		9,771,241
Total liabilities and stockholders’ equity	$	14,014,017	$	15,134,176

#End Table

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