Barre, VT USA (26 August 2016) – Northern Power Systems Corp. (TSX: NPS), (the “Company” or “Northern Power Systems”), a next generation renewable energy technology company, provides this further update to its news release dated March 28, 2016, which announced that the Company would be delayed in the filing of its annual report on form 10-K for the year ended December 31, 2015 (which report consists of audited annual financial statements, management’s discussion and analysis and the annual information form) as well as the related officer certifications for the year ended December 31, 2015 (collectively, the “Annual Filings”). The Company completed the filing of its Annual Filings on July 25, 2016, including a restatement of financial results for fiscal 2013 and 2014, and the first three quarters of 2015, and is currently working with its auditors to complete its interim financial statements on Form 10-Q for the quarters ending March 31, 2016 (‘First Quarter Filings”) and June 30, 2016 (“Second Quarter Filings” and, together “Quarterly Filings”) (each consisting of quarterly financial statements and management’s discussion and analysis). As the Company had announced in a May 24, 2016 press release, the need to restate its financial results for these periods and the corresponding delay in filing its Annual and Quarterly Filings was at the recommendation of its Audit Committee, due to an error in the timing of recognizing revenue for certain overseas transactions. The restatement had no impact on the Company’s cash position or cash flow from operations.
In connection with the Company’s delay in submitting its Annual Filings, the Ontario Securities Commission, the Company’s principal regulator, issued a Management Cease Trade Order (“MCTO”) which restricts trading in the Company’s securities by the Company’s executive management.
Since filing its eleventh status update report on August 12, 2016, in accordance with National Policy 12-203, in addition to filing the Annual Filings, the Company and its auditors have continued to work diligently to complete the preparation of the Company’s Quarterly Filings. On August 25, 2016, staff of the Ontario Securities Commission informed the Company that if it did not file its Quarterly Filings by August 31, 2016 it would recommend that the MCTO be replaced with a Failure to File Cease Trade Order (“FFCTO”), on or about September 1, 2016, which would halt trading of the Company’s shares on the Toronto Stock Exchange until such time as the FFCTO is lifted. The Company expects to submit its First Quarter Filings on August 31, 2016. However, the Company does not believe it will be able to file its Second Quarter Filings by that date, but expects it will make its Second Quarter Filings no later then September 15, 2016.
Pursuant to the requirements of section 4.4 of National Policy 12-203 – Alternative Information Guidelines, the Company reports the following:
- Except as disclosed in this and previous status reports including the Company’s May 24, 2016 press release and its July 25, 2016 Earnings Release, there have been no material changes to the information contained in either the March 28, 2016 news release or the subsequent required bi-weekly updates. The Company continues to work with its auditors to fully remedy the default, and expects to complete its First Quarter Filings on August 31, 2016, and its Second Quarter Filings no later then September 15, 2016;
- As disclosed above, the Company was required to restate previously filed financial statements. As such, our estimated filing deadline for our Annual Filings was extended to June 30, 2016. The Company requested that the Ontario Securities Commission extend the deadline for our Annual Filings until July 22, 2016 and the Company completed this obligation on July 25, 2016;
- Subject to paragraph (iv) below, there has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Notice; and
- The Company announced on May 17, 2016, in its fourth default status report, that it would not be able to timely file its First Quarter Filings based on the delay in completing its Annual Filings, and on July 29, 2016 announced it would also be delayed in filing its Second Quarter Filings. The Company expects to file its First Quarter Filings on August 31, 2016 and its Second Quarter Filings no later then September 15, 2016. As described above, the Company has been informed that if both Quarterly Filings are not completed by August 31, 2016, the Ontario Securities Commission will recommend that the MCTO be converted to a FFCTO, which would halt trading until such time as the FFCTO is lifted. Other than this announcement, there is no other material information about the affairs of the Company that has not otherwise been generally disclosed.
The Company confirms that it intends to satisfy the provisions of the alternative information guidelines so long as it remains in default of this filing requirement through the provision of bi-weekly, or more frequently if deemed necessary, updates by way of news releases.
About Northern Power Systems
Northern Power Systems designs, manufactures, and sells wind turbines and power technology products, and provides engineering development services for energy applications, into the global marketplace from its US headquarters and European offices.
- Northern Power Systems and its predecessors have over 40 years’ experience in technologies and products generating renewable energy.
- Northern Power Systems currently manufactures the NPS™ 60 and NPS™ 100 turbines. With over 11 million run time hours across its global fleet, Northern Power wind turbines provide customers with clean, cost effective, reliable renewable energy.
- Patented next generation permanent magnet direct drive (PMDD) technology uses fewer moving parts, delivers higher energy capture, and provides increased reliability due to reduced maintenance and downtime.
- Northern Power Systems’ FlexPhase™ power converter platform uses patented converter architecture and advanced controls technology for advanced grid support and generation applications.
- Northern Power Systems offers comprehensive in‐house development services, including systems level engineering, advanced drivetrains, power electronics, PM machine design, and remote monitoring systems to the energy industry.
To learn more about Northern Power Systems, please visit www.northernpower.com.
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding Northern Power Systems and its business, which may include, but is not limited to, product and financial performance, regulatory developments, supplier performance, anticipated opportunity and trends for growth in our customer base and our overall business, our market opportunity, expansion into new markets, execution of the company’s growth strategy and timeline for filing the Annual Filings. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of Northern Power Systems. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the wind power industry; production, performance and acceptance of the company’s products; our sales cycle; our ability to convert backlog into revenue; performance by the company’s suppliers; our ability to maintain successful relationships with our partners and to enter into new partner relationships; our performance internationally; currency fluctuations; economic factors; competition; the equity markets generally; and the other risks detailed in Northern Power Systems’ risk factors discussed in filings with the U.S. Securities and Exchange Commission (the “SEC”), including but not limited to Northern Power Systems’ Annual Report on Form 10-K filed on July 25, 2016, as well as other documents that may be filed by Northern Power Systems from time to time with the SEC. Although Northern Power Systems has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Northern Power Systems undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Ciel R. Caldwell,
President and Chief Operating Officer