AMSC Accelerates the Business, Expands Product Portfolio, and Enters Brazil with Comtrafo Acquisition

Rhea-AI Summary

AMSC (NASDAQ: AMSC) announced the acquisition of Comtrafo in Brazil for R$300 million (≈US$55M) in cash plus 2,417,142 restricted shares valued at ≈US$78M, and separate real property purchases for R$155.6 million (≈US$29M).

The company expects Comtrafo to deliver ≈US$55M revenue in 2025 with normalized gross margins ~30% and operating margins ~20%, and reported a total backlog of ≈US$85M (≈US$55M in the 12‑month backlog). The deal may include an earnout payable over three years tied to EBITDA targets. AMSC says the acquisition expands product offerings in utility and industrial transformers and positions the company for growth in Brazil and Latin America.

Positive

• Acquired Comtrafo for R$300M (≈US$55M) plus ≈2.42M restricted shares (≈US$78M)
• Real property purchase: R$155.6M (≈US$29M) including two factories and 100+ acres
• Comtrafo expected revenue ≈US$55M for calendar 2025
• Normalized gross margins expected ~30% and operating margins ~20%
• Total backlog ≈US$85M with ≈US$55M in the 12‑month backlog

Negative

• Transaction funded with ≈US$84M cash outlay plus ≈US$78M in stock issuance
• Issued 2,417,142 restricted shares (≈US$78M) creating shareholder dilution
• Potential additional cash earnout payable based on three-year EBITDA targets
• Concentration of new revenue and operations in Brazil exposes AMSC to regional market and policy risk

Key Figures

Comtrafo equity purchase R$300 million (~US$55 million) cash Consideration for all issued and outstanding Comtrafo shares

Restricted share issuance 2,417,142 shares (~US$78 million) AMSC common stock issued as part of Comtrafo acquisition

Real property purchase R$155.6 million (~US$29 million) Two factories with over 100 acres of land, paid in cash

Comtrafo 2025 revenue Approximately US$55 million Expected calendar year 2025 revenue, described as nearly complete

Normalized gross margin 30% Comtrafo margins expected commensurate with AMSC levels

Normalized operating margin About 20% Comtrafo expected operating margins on normalized basis

Comtrafo backlog Approximately US$85 million Total backlog for calendar year 2026 with ~US$55M in 12‑month backlog

Brazil grid investment Exceeding US$20 billion Planned government investment in Brazil’s electricity grid market

Market Reality Check

$33.37 Last Close

Volume Volume 556,451 is below the 20-day average 907,415, suggesting limited pre-news positioning. low

Technical Shares at $32.51 are trading below the 200-day MA of $37.65 and 53.88% under the 52-week high.

Peers on Argus

Peers showed mixed moves: ATS -0.26%, SXI -0.81%, EPAC +1.76%, XMTR +5.68%, PSIX +8.27% while AMSC was roughly flat at +0.15%, pointing to a stock-specific catalyst rather than a broad sector rotation.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 05	Earnings results	Positive	+5.6%	Q2 FY2025 revenue growth and positive GAAP and non-GAAP net income.
Oct 31	Earnings call notice	Neutral	+2.4%	Scheduling of Q2 FY2025 results release and investor conference call.
Jul 30	Earnings results	Positive	+29.4%	Q1 FY2025 revenue up 80% year-over-year and swing to net income.
Jul 24	Earnings call notice	Neutral	+0.4%	Announcement of Q1 FY2025 results date and related conference call.
Jun 11	Equity offering	Negative	-13.9%	Pricing of $115M common stock offering under effective registration.

Pattern Detected

AMSC has tended to react positively to earnings and financing news, with strong upside on earnings beats and a sizeable decline on the June 2025 equity offering.

Recent Company History

Over the last six months, AMSC reported strong earnings momentum, with Q1 FY2025 revenue of $72.4M (up 80% year-over-year) and Q2 FY2025 revenue of $65.9M, both accompanied by positive price reactions. A June 2025 equity offering of $115.5M led to a notable selloff, highlighting sensitivity to dilution. Today’s acquisition of Comtrafo fits the pattern of using prior capital raises to pursue strategic growth, alongside earlier NWL, Inc. expansion.

Market Pulse Summary

This announcement highlights AMSC’s acquisition of Comtrafo, adding expected 2025 revenue of about US$55M and an estimated US$85M backlog while targeting normalized gross margins near 30% and operating margins around 20%. The move extends AMSC’s grid portfolio into Brazil’s transformer market and broader Latin America. Investors may watch follow-up disclosures, integration progress, and whether margin and backlog expectations are confirmed on upcoming calls.

Key Terms

earnings before interest, taxes, depreciation, and amortization financial

"may earn an additional earnout in cash upon the achievement of specified earnings before interest, taxes, depreciation, and amortization objectives"

Earnings before interest, taxes, depreciation, and amortization (EBITDA) is a measure of a company's profitability that shows how much money it makes from its core operations before accounting for certain expenses. It’s like looking at the raw earnings from the main business activity, ignoring costs related to borrowing, government taxes, and the wearing out of equipment. Investors use EBITDA to compare how well different companies are performing without the influence of financial and accounting decisions.

restricted shares financial

"issued 2,417,142 restricted shares of AMSC common stock with a value of approximately US$78 million"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

earnout financial

"the selling stockholders may earn an additional earnout in cash upon the achievement of specified earnings"

An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

gross margins financial

"Normalized gross margins on this revenue are expected to be commensurate with recently demonstrated AMSC levels of 30%"

Gross margins measure the portion of sales a company keeps after paying the direct costs to make its products or deliver services, expressed as a percentage of revenue. Think of it as the money left from each sale after paying the ingredients — it signals how efficiently a business produces and prices goods, and matters to investors because higher margins generally mean more room to cover other expenses, invest, and generate profit.

operating margins financial

"normalized operating margins are expected to be about 20%"

Operating margins show how much profit a company makes from its core business activities after covering the costs directly related to those activities. It is calculated by dividing operating profit by total revenue, expressed as a percentage. This measure helps investors understand how efficiently a company is managing its operations and generating profit from its main activities.

backlog financial

"Comtrafo has approximately US$85 million in total backlog with about US$55 million falling in the 12-month backlog"

A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.

AI-generated analysis. Not financial advice.

• Transaction Expected to be Accretive to Revenue and Earnings
• Expands Product Offerings in the Utility and Industrial Sectors
• Expands Revenue in Brazil and Positions for Growth in Latin America
  

AMSC to Hold Conference Call on December 11, 2025 at 9am.

AYER, Mass., Dec. 10, 2025 (GLOBE NEWSWIRE) -- 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 of our Navy’s fleet, today announced that it has acquired Comtrafo Indústria de Transformadores Elétricos S.A (Comtrafo), a privately held company based in Brazil that manufactures and supplies high-performance utility-scale power and distribution transformers.

At closing, AMSC purchased all of the issued and outstanding shares of Comtrafo for R$300 million (Brazilian Real), approximately US$55 million, in cash and issued 2,417,142 restricted shares of AMSC common stock with a value of approximately US$78 million. AMSC also purchased real property including two factories with over 100 acres of land for approximately R$155.6 million, approximately US$29 million, in cash. As part of the transaction, in the future the selling stockholders may earn an additional earnout in cash upon the achievement of specified earnings before interest, taxes, depreciation, and amortization objectives during the three years following the closing.

AMSC believes that the acquisition of Comtrafo directly aligns with the company’s strategic priorities to accelerate profitable growth, broaden its product offerings, and expand market reach and share. Comtrafo has a history of profitable revenue. We believe Comtrafo appears positioned to deliver revenue of approximately US$55 million in calendar year 2025, which is now nearly complete. Normalized gross margins on this revenue are expected to be commensurate with recently demonstrated AMSC levels of 30% and normalized operating margins are expected to be about 20%.

Looking ahead into calendar year 2026, Comtrafo has approximately US$85 million in total backlog with about US$55 million falling in the 12-month backlog. By leveraging Comtrafo’s trusted leadership position in the transformer market for utility and industrial applications, AMSC expects to expand its grid business offerings and enhance the value delivered to customers.

“Comtrafo is a leader in Brazil’s critical power infrastructure market for power and distribution transformers,” said Daniel P. McGahn, Chairman, President and CEO of AMSC. “The addition of Comtrafo to AMSC’s grid solutions is expected to accelerate further profitability and expand our offerings of proprietary products to meet growing utility and industrial demand across the full power platform, from power generation to transmission, distribution, and industrial end-use. Comtrafo operates in an estimated US$1.5 billion annual market in Brazil, where the local government has outlined significant planned investment exceeding US$20 billion in the country’s electricity grid. We are very excited about the business prospects in this large market and throughout Latin America.”

For more information about this transaction, please refer to AMSC’s Form 8-K filed with the SEC today.

Conference Call
In conjunction with this announcement, AMSC management will conduct a conference call with investors beginning at 9:00 a.m. Eastern Time on Thursday, December 11, 2025. 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 also can be accessed by dialing 1-844-481-2802 or 1-412-317-0675 and asking to be joined into the AMSC call.

About COMTRAFO
Since 1994, Comtrafo has manufactured high-quality distribution and power transformers for the Brazilian national and international Latin American markets. Combining advanced technology with a skilled team, Comtrafo delivers reliable products backed by comprehensive testing, and every transformer is individually tested to global standards. Their clients include utilities, industrials, telecom operators, hospitals, construction companies, and more. Comtrafo also provides technical support through a nationwide network of accredited partners and an in-house team ready to serve customers quickly and efficiently.

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.

©2025 AMSC. AMSC, American Superconductor, Amperium, D-VAR, D-VAR VVO, Gridtec, Marinetec, Windtec, Neeltran, NEPSI, NWL, 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.

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”). Such statements include, but are not limited to, statements about our expectation that the addition of Comtrafo to AMSC’s Grid solutions will accelerate further profitability, the expected benefits and effects of our acquisition of Comtrafo, our expectation that the Comtrafo acquisition will be accretive to our revenue and earnings; the potential additional payments required under the terms of the stock exchange agreement; expected Comtrafo financial results for calendar year 2025; 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: Risks related to the financial performance of Comtrafo; Risks that the Comtrafo business may not be integrated successfully; Failure to realize anticipated benefits of the Comtrafo acquisition; Potential litigation relating to the transaction; We have not been historically profitable, which may recur in the future; Our operating results may fluctuate significantly from quarter to quarter and may fall below expectations in any particular fiscal quarter; While we generated positive operating cash flow in fiscal 2024 and the prior year, 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; 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; 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 be required to issue performance bonds, which restricts our ability to access any cash used as collateral for the bonds; We may not realize all of the sales expected from our backlog of orders and contracts; If we fail to implement our business strategy successfully, our financial performance could be harmed; 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; Our contracts with the U.S. and Canadian governments are subject to audit, modification or termination by such governments and include certain other provisions in favor of the governments. The continued funding of such contracts may remain subject to annual legislative appropriation, which, if not approved, could reduce our revenue and lower or eliminate our profit; Changes in U.S. government defense spending could negatively impact our financial position, results of operations, liquidity and overall business; Our business and operations may be materially adversely impacted in the event of a failure or security breach of our or any critical third parties' IT Systems or Confidential Information; 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; Our success is dependent upon attracting and retaining qualified personnel and our inability to do so could significantly damage our business and prospects; 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; 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; Many of our revenue opportunities are dependent upon subcontractors and other business collaborators; 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 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; Uncertainty surrounding our prospects and financial condition may have an adverse effect on our customer and supplier relationships; Pandemics, epidemics, or other public health crises may adversely impact our business, financial condition and results of operations; 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 operating 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 India’s political, social, regulatory and economic environment may affect our financial performance; Industry consolidation could result in more powerful competitors and fewer customers; Our success could depend upon the commercial adoption of the REG system, which is currently limited, and a widespread commercial market for our REG products may not develop; Increasing focus and scrutiny on environmental sustainability and social initiatives could adversely impact our business and 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 energy sources may reduce the demand for wind energy development, which could have a material adverse effect on our ability to grow our Wind business; We may be unable to adequately prevent disclosure of trade secrets and other proprietary information; Our patents may not provide meaningful or long-term protection for our technology, which could result in us losing some or all of our market position; 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; 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; Our common stock has experienced, and may continue to experience, 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; Unfavorable results of legal proceedings could have a material adverse effect on our business, operating results and financial condition 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, 2025, 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.

Contacts:

AMSC Director, Communications:
Nicol Golez
978-399-8344
Nicol.Golez@amsc.com

Investor Relations:
Carolyn Capaccio
Phone: (212) 838-3777
amscIR@allianceadvisors.com

Public Relations:
Joe Luongo
(914) 906-5903
jluongo@rooneypartners.com

FAQ

What did AMSC announce about acquiring Comtrafo on December 10, 2025?

AMSC announced it acquired Comtrafo for R$300M (≈US$55M) in cash, issued 2,417,142 restricted shares (≈US$78M), and bought real property for R$155.6M (≈US$29M).

How much revenue is Comtrafo expected to contribute to AMSC in 2025 (AMSC)?

Comtrafo is expected to deliver approximately US$55 million of revenue in calendar year 2025.

What margins and backlog did AMSC report for Comtrafo in the acquisition filing?

AMSC expects Comtrafo normalized gross margins ~30%, operating margins ~20%, and reported total backlog of ≈US$85 million (≈US$55M in 12‑month backlog).

Will AMSC pay any additional consideration to Comtrafo sellers after closing?

Yes; selling stockholders may earn an additional cash earnout if specified EBITDA objectives are met during the three years following closing.

How will the Comtrafo acquisition affect AMSC's geographic exposure?

The acquisition expands AMSC's operations and revenue exposure in Brazil and positions the company for growth across Latin America.

When is AMSC's investor conference call to discuss the Comtrafo acquisition?

AMSC scheduled a conference call for December 11, 2025 at 9:00 a.m. ET; webcast and dial‑in details are available on the company's investor website.