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Form 10-K
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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American Superconductor Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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04-2959321
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(State or Other Jurisdiction
of Incorporation or Organization)
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(IRS Employer
Identification Number)
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114 East Main Street
Ayer, Massachusetts
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01432
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities registered pursuant to Section 12(g) of the Act:
None
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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Item
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Page
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PART I
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1.
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1A.
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1B.
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2.
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3.
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4.
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PART II
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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Item 1.
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BUSINESS
|
•
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Wind.
Through our Windtec Solutions
™
, our Wind business segment enables manufacturers to field wind turbines with exceptional power output, reliability, and affordability. We supply advanced power electronics and control systems, license our highly engineered wind turbine designs, and provide extensive customer support services to wind turbine manufacturers. Our design portfolio includes a broad range of drive trains and power ratings of 2 megawatts (“MW”) and higher. We provide a broad range of power electronics and software-based control systems that are highly integrated and designed for optimized performance, efficiency, and grid compatibility.
|
•
|
Grid.
Through our Gridtec Solutions
™
, our Grid business segment enables electric utilities and renewable energy project developers to connect, transmit and distribute power with exceptional efficiency, reliability, security and affordability. We provide planning services that allow us to identify power grid congestion, poor power quality, and other risks, which help us determine how our solutions can improve network performance. These services often lead to sales of our grid interconnection solutions for wind farms and solar power plants, power quality systems and transmission and distribution cable systems. We also sell ship protection products to the U.S. Navy.
|
•
|
Unique Solutions for the Wind and Grid Markets.
We believe we provide wind turbine manufacturers with a unique and integrated approach of wind turbine design and engineering, customer support services and power electronics and control systems. We also believe we are the only company in the world that is able to provide transmission planning services, grid interconnection and voltage control systems as well as superconductor-based transmission and distribution systems for power grid operators. This unique scope of supply provides us with greater insight into our customers’ evolving needs and greater cross-selling opportunities.
|
•
|
Differentiated Technologies.
Our PowerModule™ power converters are based on proprietary software and hardware combinations and are used in a broad array of applications, including our D-VAR
®
grid interconnection and voltage control systems, as well as our wind turbine electrical control systems. Our proprietary Amperium® superconductor wire was engineered to allow us to tailor the product via laminations to meet the electrical and mechanical performance
|
•
|
Scalable, Low-Cost Manufacturing Platform.
Our manufacturing of proprietary wind turbine electrical control systems and power electronics products are primarily assembly operations with minimal fixed costs. We can increase the production of these products at costs that we believe are low relative to our competitors. Our proprietary manufacturing technique for Amperium superconductor wire is modular in nature, which allows us to expand manufacturing capacity at a relatively low incremental cost.
|
•
|
Robust Patent Position and Engineering Expertise.
As of
March 31, 2018
, we owned more than 380 patents and patent applications worldwide (including international counterparts to U.S. patents), and had rights through exclusive and non-exclusive licenses to approximately 115 additional patents and patent applications worldwide. We believe our technology and manufacturing knowledge base, customer and product expertise and patent portfolio provide a strong competitive position.
|
•
|
Provide Solutions from Power Generation to Delivery.
From the generation source to the distribution system, we focus on providing best-in-class engineering, support services, technologies and solutions that make the world’s power supplies smarter, cleaner and stronger.
|
•
|
Focus on “Megawatt-Scale” Power Offerings.
Our research, product development, and sales efforts focus on megawatt-scale offerings ranging from designs of power electronics for large wind turbine platforms to systems that stabilize power flows, integrate renewable power into the grid and carry power to and from transmission and distribution substations.
|
•
|
Pursue Emerging Overseas Markets and Serve Key Markets Locally.
We focus our sales efforts on overseas markets that are investing aggressively in renewable energy and power grid projects. As part of our strategy, we serve our key target markets with local sales and field service personnel, which enables us to understand market dynamics and more effectively anticipate customer needs while also reducing response time. We currently serve target markets such as Australia, China, India, South Africa, United Kingdom, and the United States.
|
•
|
Product Innovation.
We have a strong record of developing unique solutions for megawatt-scale power applications and will continue our focus on investing in innovation. Recently, our product development efforts have included our Resilient Electric Grid (“REG”) system for the electricity grid, ship protection systems for the U.S. Navy, and D-VAR Volt Var Optimization (“VVO”).
|
•
|
the evolving electric grid;
|
•
|
the electrification of the Naval fleet; and
|
•
|
the global demand for renewable energy.
|
•
|
Electrical Control Systems.
We provide full electrical control systems (“ECS”) or a subset of those systems (“core electrical components”) to manufacturers of wind turbines designed by us. Our ECS regulate voltage, control power flows and maximize wind turbine efficiency, among other functions. To date, we have shipped enough core electrical components and complete ECS to power over 16,000 Megawatts (“MW”) of wind power. We believe our ECS represent approximately 5-10% of a wind turbine’s bill of materials. We believe that the annual total addressable market for ECS is approximately $3.5 billion of which the annual addressable market in India is expected to approach $400 million.
|
•
|
Wind Turbine Designs.
We design and develop entire state-of-the-art onshore and offshore wind turbines with power ratings of 2 MWs and higher for manufacturers who are in the business of producing wind turbines or who plan to enter the business of manufacturing wind turbines. These customers typically pay us licensing fees, and in some cases royalties for wind turbine designs, and purchase from us the core electrical components or complete electrical control systems needed to operate the wind turbines.
|
•
|
Customer Support Services
. We provide extensive customer support services to wind turbine manufacturers. These services range from providing designs for customers’ wind turbine manufacturing plants to establishing and localizing their supply chains and training their employees on proper wind turbine installation and maintenance. We believe these services enable customers to accelerate their entry into the wind turbine manufacturing market and lower the cost of their wind turbine platforms.
|
•
|
Stability
. Power grid operators are confronting power quality and stability issues arising from intermittent renewable energy sources and from the capacity limitations of transmission and overhead distribution lines and underground cables.
|
•
|
Reliability
. Traditional transmission lines and cables often reach their reliable voltage stability limit well below their thermal threshold. Driving more power through a power grid when some lines and cables are operating above their voltage stability limit during times of peak demand can cause either unacceptably low voltage in the power grid (a brownout) or risk of a sudden, uncontrollable voltage collapse (a blackout).
|
•
|
Capacity
. The traditional way to enable increases in power grid capacity without losing voltage stability is to install more overhead power lines and underground cables. However, permitting new transmission and distribution lines can take 10 years or more due to various public policy issues, such as environmental, aesthetic, and health concerns. In urban and metropolitan areas, installing additional conventional underground copper cables is similarly challenging, since many existing underground corridors carrying power distribution cables are already filled to their physical capacity and cannot accommodate any additional conventional cables. In addition, adding new conduits requires excavation to expand existing corridors or create new corridors, which are costly and disruptive undertakings.
|
•
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Efficiency
. Most overhead lines and underground cables use traditional conductors such as copper and aluminum, which lose power due to electrical resistance. At transmission voltage, electrical losses average about 7% in the United States and other developed nations, but can exceed 20% in some locations due to the distance of the line, quality of conductor, and the power grid’s architecture and characteristics, among other factors.
|
•
|
Security
.
Catastrophic equipment failures caused by aging equipment, physical and cyber threats, and weather related disasters can leave entire sections of an urban environment without power for hours or days. It can be difficult to recover
|
•
|
Superconductor Wire and Applications
. Conventional conductors of electricity, such as aluminum and copper wire, lose energy due to resistance. Using a compound of yttrium barium copper oxide (“YBCO”), we manufacture and provide high-temperature superconductor (“HTS”) wire that can conduct many times more electricity than conventional conductors with minimal power loss. We have developed full system solutions that we sell and expect to continue to sell directly to customers. This business model leverages our applications expertise, drives value beyond the wire and enables us to recognize revenue and take ownership over the marketing and sales of the full systems. These systems include:
|
|
o
|
Resilient Electric Grid ("REG") Systems
. Our REG system has two primary applications that increase the reliability and the capacity of the urban infrastructure. For applications focused on reliability improvement, the REG cable is best used in a “ring” or “loop” configuration to interconnect nearby urban substations. This enables urban utilities to share transmission connections and excess station capacity, while controlling the high fault currents that naturally result from such interconnections, providing protection against the adverse effects that follow the loss of critical substation facilities in urban areas. We believe a utility installing our REG system could double its reliability (e.g. N-1 to N-2, or greater) by networking substations, which is a solution utilities would generally not consider when using conventional technology due to the disruptive nature and economic disadvantages of conventional technology in urban settings. For applications focused on capacity improvement, the REG cable can be used in a “branch” configuration. In this application, the REG cable connects an existing large urban substation with a new, much smaller, and more simplified substation within the city at a lower cost. The smaller urban substation does not need large power transformers and takes up much less space, thereby significantly reducing real estate, construction, and other related costs in the urban area. The key component to the REG system is a breakthrough cable system that combines very high power handling capacity with fault current limiting characteristics, features that are attributable to our proprietary HTS wire, which we believe allows leaking, aged oil-cooled cables to be replaced with environmentally benign, nitrogen cooled cables. Assuming all urban substations in major cities in the U.S. could be connected with our REG system, we believe the total annual addressable market is approximately $1.0 billion to $2.0 billion.
|
|
o
|
Ship Protection Systems
.
The primary focus of our ship protection systems (“SPS”) has been degaussing systems. These systems reduce a naval ship’s magnetic signature, making it much more difficult for a mine to detect and damage a ship. Traditionally made of heavy copper wire, degaussing is required on all U.S. Navy combat ships. Our HTS advanced degaussing system is lightweight, compact, and often outperforms its conventional counterpart. This HTS system is estimated to enable a 50 to 80 percent reduction in total degaussing system weight, offering significant potential for fuel savings or options to add different payloads. The core components of a degaussing system are transferable to other applications being targeted for ship implementation. We are also continuing to work on expanding HTS technology into the fleet through a variety of applications for power, propulsion, and protection equipment. Our SPS has been designed into the San Antonio class of amphibious assault vessels. We are also seeking opportunities to propagate SPS throughout the surface fleet, creating a relatively long-term revenue steam. We estimate that the total addressable market for HTS-based, ship protection systems for the marine market to be between $70.0 million and $120.0 million per year between the years 2020 and 2025.
|
•
|
FACTS Systems.
Flexible alternating current transmission system – or FACTS – is a system that consists of power electronics and other static components used for controlling power flow and voltage in the AC transmission system. FACTS products aim to increase controllability and power transferability of a network, which allows more effective utilization of existing assets, and reduces the need for new transmission lines and facilities to increase electricity availability. Our FACTS sales process begins with our group of experienced transmission planners working with power grid operators, renewable energy developers, and industrial system operators to identify power
|
|
o
|
D-VAR
®
Systems
. The power that flows through AC networks comprises both real power, measured in watts, and reactive power, measured in Volt Amp Reactive (“VARs”). In simple terms, reactive power is required to support voltage in the power network. D-VAR systems can provide the reactive power needed to stabilize voltage on the grid. These systems also can be used to connect wind farms and solar power plants to the power grid seamlessly as well as to protect certain industrial facilities against voltage swells and sags. We estimate the annual addressable market for FACTS systems such as D-VAR (excluding D-VAR VVO "VVO") to be approximately $600 million.
|
|
o
|
D-VAR® VVO.
We believe D-VAR VVO will allow us to enter the market for products to serve the distribution power grid. VVO is designed to be a direct-connect 15 kilovolt class power quality system for a utility's distribution network to optimally control voltage as distribution networks are increasingly impacted by distributed generation, such as roof top and community solar. We believe VVO has the potential to save utilities time and money by avoiding costly options to increase the reliability and resiliency of the distribution grid and to allow utilities to build a "plug 'n play" network to serve the demands of modern energy consumers. The intended target markets of VVO are electric distribution grids incorporating distributed generation, including where utility grid modernization attributes such as the following are applicable: mandated efficiency upgrades, mass adoption of rooftop solar, community solar, utility-owned micro-girds, variable load conditions on the distribution grid and voltage regulations alternatives. AMSC estimates the annual addressable market for VVO to be approximately $600 million.
|
•
|
We are also offering full system solutions through a collaboration with industry leader Nexans:
|
|
o
|
Stand-alone Fault Current Limiters
. Used in substations, superconductor fault current limiters (“SFCLs”) act as surge protectors for the power grid. SFCLs can help protect the grid by reducing the destructive nature of faults, extending the life of existing substation equipment and allowing utilities to defer or eliminate equipment replacements or upgrades. Together with Nexans, we offer SFCLs for medium voltage alternating current (“AC”) networks.
|
•
|
Ayer, Massachusetts — Corporate headquarters, superconductors research, development and manufacturing, FACTS product engineering and manufacturing
|
•
|
Pewaukee, Wisconsin — Power electronics and controls research and development
|
•
|
Klagenfurt, Austria — Wind turbine engineering
|
•
|
Timisoara, Romania — Electrical Control System and PowerModule power converter manufacturing
|
Name
|
|
Age
|
|
Position
|
|
Daniel P. McGahn
|
|
46
|
|
|
President, Chief Executive Officer and Director
|
John W. Kosiba, Jr.
|
|
45
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Item 1A.
|
RISK FACTORS
|
•
|
obtain certain rights to the intellectual property that we develop under the contract;
|
•
|
decline to award future contracts if actual or apparent organizational conflicts of interest are discovered, or to impose organizational conflict mitigation measures as a condition of eligibility for an award;
|
•
|
suspend or debar us from doing business with the government or a specific government agency; and
|
•
|
pursue criminal or civil remedies under the False Claims Act, False Statements Act and similar remedy provisions unique to government contracting.
|
•
|
difficulty assimilating acquired operations, technologies and personnel;
|
•
|
inability to retain management and other key personnel of the acquired business;
|
•
|
changes in management or other key personnel that may harm relationships with the acquired business’s customers and employees;
|
•
|
unforeseen liabilities of the acquired business;
|
•
|
diversion of management’s and employees’ attention from other business matters as a result of the integration process;
|
•
|
mistaken assumptions about volumes, revenue and costs associated with the acquired business, including synergies;
|
•
|
limitations on rights to indemnity from the seller;
|
•
|
mistaken assumptions about the overall costs of equity or debt used to finance the acquisition; and
|
•
|
unforeseen difficulties operating in new product areas, with new customers, or in new geographic areas.
|
•
|
potentially longer payment cycles for sales in foreign countries and difficulties in collecting accounts receivable;
|
•
|
difficulties in staffing and managing our foreign offices and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;
|
•
|
additional withholding taxes or other taxes on our foreign income and repatriated cash, and tariffs or other restrictions on foreign trade or investment, including export duties and quotas, trade and employment restrictions;
|
•
|
imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements;
|
•
|
increased exposure to foreign currency exchange rate risk;
|
•
|
reduced protection for intellectual property rights in some countries; and
|
•
|
political unrest, war or acts of terrorism.
|
•
|
the patent applications that we or our licensors file may not result in patents being issued;
|
•
|
any patents issued may be challenged by third parties; and
|
•
|
others may independently develop similar technologies not protected by our patents or design around the patented aspects of any technologies we develop.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
Location
|
Supporting
|
Square footage
|
|
Owned/Leased
|
United States
|
|
|
|
|
Ayer, Massachusetts
|
Corporate & Grid Segment
|
88,000
|
|
Leased
|
Romania
|
|
|
|
|
Timisoara
|
Wind Segment
|
62,000
|
|
Leased
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Common Stock
Price
|
||||||
|
|
High
|
|
Low
|
||||
Fiscal year ended March 31, 2018:
|
|
|
|
|
||||
First quarter
|
|
$
|
7.75
|
|
|
$
|
3.88
|
|
Second quarter
|
|
4.98
|
|
|
2.89
|
|
||
Third quarter
|
|
4.84
|
|
|
3.06
|
|
||
Fourth quarter
|
|
6.51
|
|
|
3.62
|
|
||
|
|
|
|
|
||||
Fiscal year ended March 31, 2017:
|
|
|
|
|
||||
First quarter
|
|
$
|
12.50
|
|
|
$
|
7.44
|
|
Second quarter
|
|
9.63
|
|
|
6.21
|
|
||
Third quarter
|
|
8.55
|
|
|
6.01
|
|
||
Fourth quarter
|
|
7.82
|
|
|
5.86
|
|
|
|
Fiscal year ended March 31,
|
||||||||||||||||
Company/Index
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||
American Superconductor Corporation
|
|
100.00
|
|
|
60.30
|
|
|
24.12
|
|
|
28.46
|
|
|
25.69
|
|
|
21.80
|
|
Nasdaq Composite Index
|
|
100.00
|
|
|
130.18
|
|
|
153.76
|
|
|
154.62
|
|
|
189.99
|
|
|
229.43
|
|
Nasdaq Electrical Components & Equipment Index
|
|
100.00
|
|
|
132.70
|
|
|
143.83
|
|
|
131.15
|
|
|
165.26
|
|
|
184.61
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
Fiscal year ended March 31,
|
||||||||||||||
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenues
|
$
|
48,403
|
|
$
|
75,195
|
|
$
|
96,023
|
|
$
|
70,530
|
|
$
|
84,117
|
|
Net loss
|
(32,776
|
)
|
(27,373
|
)
|
(23,139
|
)
|
(48,656
|
)
|
(56,258
|
)
|
|||||
Net loss per common share - basic
|
(1.73
|
)
|
(1.98
|
)
|
(1.76
|
)
|
(5.74
|
)
|
(8.98
|
)
|
|||||
Net loss per common share - diluted
|
(1.73
|
)
|
(1.98
|
)
|
(1.76
|
)
|
(5.74
|
)
|
(8.98
|
)
|
|||||
Total assets
|
88,175
|
|
100,244
|
|
135,318
|
|
133,825
|
|
168,509
|
|
|||||
Working capital
|
39,851
|
|
23,483
|
|
42,334
|
|
17,319
|
|
35,459
|
|
|||||
Cash, cash equivalents, marketable securities and restricted cash
|
34,249
|
|
27,744
|
|
40,721
|
|
24,548
|
|
49,421
|
|
|||||
Long term debt, net of discount
|
—
|
|
—
|
|
1,367
|
|
3,877
|
|
6,380
|
|
|||||
Stockholders’ equity
|
52,229
|
|
60,226
|
|
83,549
|
|
79,893
|
|
112,259
|
|
Item 7.
|
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
●
|
Wind.
Through our Windtec Solutions
™
, our Wind business segment enables manufacturers to field wind turbines with exceptional power output, reliability and affordability. We supply advanced power electronics and control systems, license our highly engineered wind turbine designs, and provide extensive customer support services to wind turbine manufacturers. Our design portfolio includes a broad range of drivetrains and power ratings of 2 MW and higher. We provide a broad range of power electronics and software-based control systems that are highly integrated and designed for optimized performance, efficiency, and grid compatibility.
|
|
●
|
Grid.
Through our Gridtec Solutions
™
, our Grid business segment enables electric utilities and renewable energy project developers to connect, transmit and distribute power with exceptional efficiency, reliability, security and affordability. We provide transmission planning services that allow us to identify power grid congestion, poor power quality, and other risks, which help us determine how our solutions can improve network performance. These services often lead to sales of our grid interconnection solutions for wind farms and solar power plants, power quality systems and transmission and distribution cable systems. We also sell ship protection products to the U.S. Navy through our Grid business segment.
|
•
|
Recognize VVO revenue from commercial sales.
|
•
|
Complete long lead time order for the U.S. Navy Amphibious Transport Dock, LPD 28.
|
•
|
Begin production phase of REG system for ComEd.
|
•
|
Deliver initial 5.5 MW ECS units to Doosan for offshore wind power market.
|
•
|
Deliver lower cost per MW tower design to Inox.
|
•
|
Grow Grid sales year over year.
|
|
Fiscal Years Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenues
:
|
|
|
|
||||
Wind
|
$
|
14,294
|
|
|
$
|
47,269
|
|
Grid
|
34,109
|
|
|
27,926
|
|
||
Total
|
$
|
48,403
|
|
|
$
|
75,195
|
|
|
Fiscal Years Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Operating loss:
|
|
|
|
||||
Wind
|
$
|
(8,904
|
)
|
|
$
|
(4,174
|
)
|
Grid
|
(18,963
|
)
|
|
(20,476
|
)
|
||
Unallocated corporate expenses
|
(4,290
|
)
|
|
(2,892
|
)
|
||
Total
|
$
|
(32,157
|
)
|
|
$
|
(27,542
|
)
|
|
Fiscal Years Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Operating loss:
|
|
|
|
||||
Wind
|
$
|
(4,174
|
)
|
|
$
|
(1,256
|
)
|
Grid
|
(20,476
|
)
|
|
(14,835
|
)
|
||
Unallocated corporate expenses
|
(2,892
|
)
|
|
(4,027
|
)
|
||
Total
|
$
|
(27,542
|
)
|
|
$
|
(20,118
|
)
|
|
Year ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
$
|
(32,776
|
)
|
|
$
|
(27,373
|
)
|
|
$
|
(23,139
|
)
|
Gain on sale of interest in minority investments
|
(1,167
|
)
|
|
(325
|
)
|
|
(2,919
|
)
|
|||
Stock-based compensation
|
2,692
|
|
|
2,892
|
|
|
3,248
|
|
|||
Amortization of acquisition-related intangibles
|
183
|
|
|
157
|
|
|
157
|
|
|||
Impairment charges
|
—
|
|
|
—
|
|
|
779
|
|
|||
Consumption of zero cost-basis inventory
|
(734
|
)
|
|
(1,373
|
)
|
|
(4,960
|
)
|
|||
Change in fair value of derivatives and warrants
|
(635
|
)
|
|
(1,304
|
)
|
|
228
|
|
|||
Non-cash interest expense
|
19
|
|
|
156
|
|
|
359
|
|
|||
Tax effect of adjustments
|
177
|
|
|
220
|
|
|
—
|
|
|||
Non-GAAP net loss
|
(32,241
|
)
|
|
(26,950
|
)
|
|
(26,247
|
)
|
|||
|
|
|
|
|
|
||||||
Non-GAAP net loss per share
|
$
|
(1.70
|
)
|
|
$
|
(1.95
|
)
|
|
$
|
(1.99
|
)
|
Weighted average shares outstanding - basic and diluted
|
18,967
|
|
|
13,804
|
|
|
13,178
|
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
Cash and cash equivalents
|
$
|
34,084
|
|
|
$
|
26,784
|
|
Restricted cash
|
165
|
|
|
960
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
34,249
|
|
|
$
|
27,744
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
Non-cancellable purchase commitments
|
$
|
7,209
|
|
|
$
|
6,866
|
|
|
$
|
343
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases (rent)
|
3,745
|
|
|
1,169
|
|
|
1,714
|
|
|
862
|
|
|
—
|
|
|||||
Operating leases (other)
|
51
|
|
|
28
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
11,005
|
|
|
$
|
8,063
|
|
|
$
|
2,080
|
|
|
$
|
862
|
|
|
$
|
—
|
|
•
|
Revenue recognition;
|
•
|
Accounts receivable;
|
•
|
Inventory;
|
•
|
Valuation of long-lived assets;
|
•
|
Goodwill
|
•
|
Income taxes;
|
•
|
Stock-based compensation;
|
•
|
Contingencies;
|
•
|
Product warranty;
|
•
|
Debt; and
|
•
|
Fair value of financial instruments.
|
•
|
a significant change in the manner in which an asset group is used;
|
•
|
a significant decrease in the market value of an asset group;
|
•
|
identification of other impaired assets within a reporting unit;
|
•
|
a significant adverse change in its business or the industry in which it is sold;
|
•
|
a current period operating cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the asset group; and
|
•
|
significant advances in our technologies that require changes in our manufacturing process.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
34,084
|
|
|
$
|
26,784
|
|
Accounts receivable, net
|
7,365
|
|
|
7,956
|
|
||
Inventory
|
19,780
|
|
|
17,462
|
|
||
Note receivable, current portion
|
3,000
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
2,947
|
|
|
2,703
|
|
||
Restricted cash
|
—
|
|
|
795
|
|
||
Total current assets
|
67,176
|
|
|
55,700
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
12,513
|
|
|
43,438
|
|
||
Intangibles, net
|
3,230
|
|
|
301
|
|
||
Note receivable, long term portion, net of discount of $337K, and net of deferred gain of $105K as of March 31, 2018
|
2,559
|
|
|
—
|
|
||
Goodwill
|
1,719
|
|
|
—
|
|
||
Restricted cash
|
165
|
|
|
165
|
|
||
Deferred tax assets
|
542
|
|
|
407
|
|
||
Other assets
|
271
|
|
|
233
|
|
||
|
|
|
|
||||
Total assets
|
$
|
88,175
|
|
|
$
|
100,244
|
|
|
|
|
|
||||
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
12,625
|
|
|
$
|
14,490
|
|
Note payable, current portion, net of discount of $19 as of March 31, 2017
|
—
|
|
|
1,481
|
|
||
Derivative liabilities
|
1,217
|
|
|
1,923
|
|
||
Deferred revenue, current portion
|
13,483
|
|
|
14,323
|
|
||
Total current liabilities
|
27,325
|
|
|
32,217
|
|
||
|
|
|
|
||||
Deferred revenue, long term portion
|
8,454
|
|
|
7,631
|
|
||
Deferred tax liabilities
|
110
|
|
|
125
|
|
||
Other liabilities
|
57
|
|
|
45
|
|
||
Total liabilities
|
35,946
|
|
|
40,018
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, $0.01 par value, 75,000,000 shares authorized; 21,138,689 and 14,713,839 shares issued at March 31, 2018 and 2017, respectively
|
211
|
|
|
147
|
|
||
Additional paid-in capital
|
1,041,113
|
|
|
1,017,510
|
|
||
Treasury stock, at cost, 165,094 and 97,529 shares at March 31, 2018 and 2017, respectively
|
(1,645
|
)
|
|
(1,371
|
)
|
||
Accumulated other comprehensive (loss) income
|
883
|
|
|
(503
|
)
|
||
Accumulated deficit
|
(988,333
|
)
|
|
(955,557
|
)
|
||
Total stockholders' equity
|
52,229
|
|
|
60,226
|
|
||
|
|
|
|
||||
Total liabilities and stockholders' equity
|
$
|
88,175
|
|
|
$
|
100,244
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
$
|
48,403
|
|
|
$
|
75,195
|
|
|
$
|
96,023
|
|
|
|
|
|
|
|
||||||
Cost of revenues
|
44,608
|
|
|
64,352
|
|
|
74,041
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
3,795
|
|
|
10,843
|
|
|
21,982
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
11,594
|
|
|
12,540
|
|
|
12,303
|
|
|||
Selling, general and administrative
|
22,577
|
|
|
25,688
|
|
|
28,861
|
|
|||
Amortization of acquisition related intangibles
|
183
|
|
|
157
|
|
|
157
|
|
|||
Loss on contingent consideration
|
71
|
|
|
—
|
|
|
—
|
|
|||
Restructuring and impairment
|
1,527
|
|
|
—
|
|
|
779
|
|
|||
Total operating expenses
|
35,952
|
|
|
38,385
|
|
|
42,100
|
|
|||
|
|
|
|
|
|
||||||
Operating loss
|
(32,157
|
)
|
|
(27,542
|
)
|
|
(20,118
|
)
|
|||
|
|
|
|
|
|
||||||
Change in fair value of derivatives and warrants
|
706
|
|
|
1,304
|
|
|
(228
|
)
|
|||
Gain on sale of minority interests
|
1,167
|
|
|
325
|
|
|
3,092
|
|
|||
Interest income (expense), net
|
147
|
|
|
(383
|
)
|
|
(1,037
|
)
|
|||
Other (expense) income, net
|
(2,800
|
)
|
|
65
|
|
|
(2,457
|
)
|
|||
|
|
|
|
|
|
||||||
Loss before income tax expense (benefit)
|
(32,937
|
)
|
|
(26,231
|
)
|
|
(20,748
|
)
|
|||
|
|
|
|
|
|
||||||
Income tax (benefit) expense
|
(161
|
)
|
|
1,142
|
|
|
2,391
|
|
|||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(32,776
|
)
|
|
$
|
(27,373
|
)
|
|
$
|
(23,139
|
)
|
|
|
|
|
|
|
||||||
Net loss per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.73
|
)
|
|
$
|
(1.98
|
)
|
|
$
|
(1.76
|
)
|
Diluted
|
$
|
(1.73
|
)
|
|
$
|
(1.98
|
)
|
|
$
|
(1.76
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
18,967
|
|
|
13,804
|
|
|
13,178
|
|
|||
Diluted
|
18,967
|
|
|
13,804
|
|
|
13,178
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
$
|
(32,776
|
)
|
|
$
|
(27,373
|
)
|
|
$
|
(23,139
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) gain, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation (losses) gains
|
1,386
|
|
|
(1,163
|
)
|
|
968
|
|
|||
Total other comprehensive (loss) gain, net of tax
|
1,386
|
|
|
(1,163
|
)
|
|
968
|
|
|||
Comprehensive loss
|
$
|
(31,390
|
)
|
|
$
|
(28,536
|
)
|
|
$
|
(22,171
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock |
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total Stockholders'
Equity
|
|||||||||||||||
|
Number
of Shares
|
|
Par
Value
|
|
|
|
|
|
||||||||||||||||||
Balance at March 31, 2015
|
9,624
|
|
|
$
|
96
|
|
|
$
|
985,921
|
|
|
$
|
(771
|
)
|
|
$
|
(308
|
)
|
|
$
|
(905,045
|
)
|
|
$
|
79,893
|
|
Issuance of common stock - ESPP
|
8
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||||
Issuance of common stock - restricted shares
|
409
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3,248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,248
|
|
||||||
Issuance of stock for 401(k) match
|
66
|
|
|
1
|
|
|
376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
377
|
|
||||||
Issuance of common stock-equity offering
|
4,000
|
|
|
40
|
|
|
22,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,282
|
|
||||||
Repurchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
968
|
|
|
—
|
|
|
968
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,139
|
)
|
|
(23,139
|
)
|
||||||
Balance at March 31, 2016
|
14,107
|
|
|
$
|
141
|
|
|
$
|
1,011,813
|
|
|
$
|
(881
|
)
|
|
$
|
660
|
|
|
$
|
(928,184
|
)
|
|
$
|
83,549
|
|
Issuance of common stock - restricted shares
|
174
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,892
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,892
|
|
||||||
Issuance of stock for 401(k) match
|
53
|
|
|
—
|
|
|
284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284
|
|
||||||
Issuance of common stock-equity offering
|
380
|
|
|
4
|
|
|
2,523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,527
|
|
||||||
Repurchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,163
|
)
|
|
—
|
|
|
(1,163
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,373
|
)
|
|
(27,373
|
)
|
||||||
Balance at March 31, 2017
|
14,714
|
|
|
$
|
147
|
|
|
$
|
1,017,510
|
|
|
$
|
(1,371
|
)
|
|
$
|
(503
|
)
|
|
$
|
(955,557
|
)
|
|
$
|
60,226
|
|
Issuance of common stock - ESPP
|
40
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174
|
|
||||||
Issuance of common stock - restricted shares
|
819
|
|
|
8
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,692
|
|
||||||
Issuance of stock for 401(k) match
|
81
|
|
|
1
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
351
|
|
||||||
Issuance of common stock-equity offering
|
4,600
|
|
|
46
|
|
|
16,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,952
|
|
||||||
Issuance of stock in business acquisition
|
885
|
|
|
9
|
|
|
3,489
|
|
|
|
|
|
|
|
|
3,498
|
|
|||||||||
Repurchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,386
|
|
|
—
|
|
|
1,386
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,776
|
)
|
|
(32,776
|
)
|
||||||
Balance at March 31, 2018
|
21,139
|
|
|
$
|
211
|
|
|
$
|
1,041,113
|
|
|
$
|
(1,645
|
)
|
|
$
|
883
|
|
|
$
|
(988,333
|
)
|
|
$
|
52,229
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(32,776
|
)
|
|
$
|
(27,373
|
)
|
|
$
|
(23,139
|
)
|
Adjustments to reconcile net loss to net cash used in operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
11,459
|
|
|
7,519
|
|
|
7,972
|
|
|||
Stock-based compensation expense
|
2,692
|
|
|
2,892
|
|
|
3,248
|
|
|||
Impairment of minority interest investments
|
—
|
|
|
—
|
|
|
746
|
|
|||
Provision for excess and obsolete inventory
|
434
|
|
|
1,615
|
|
|
2,713
|
|
|||
(Recovery)/Write-off prepaid taxes
|
(82
|
)
|
|
—
|
|
|
289
|
|
|||
Gain on sale from minority interest investments
|
(1,167
|
)
|
|
(325
|
)
|
|
(3,092
|
)
|
|||
Loss from minority interest investments
|
—
|
|
|
—
|
|
|
356
|
|
|||
Change in fair value of warrants and contingent consideration
|
(635
|
)
|
|
(1,304
|
)
|
|
228
|
|
|||
Non-cash interest expense
|
19
|
|
|
156
|
|
|
359
|
|
|||
Other non-cash items
|
793
|
|
|
(940
|
)
|
|
1,462
|
|
|||
Changes in operating asset and liability accounts:
|
|
|
|
|
|
||||||
Accounts receivable
|
1,145
|
|
|
11,143
|
|
|
(9,318
|
)
|
|||
Inventory
|
(2,423
|
)
|
|
(815
|
)
|
|
(782
|
)
|
|||
Prepaid expenses and other current assets
|
558
|
|
|
2,729
|
|
|
5,608
|
|
|||
Accounts payable and accrued expenses
|
(2,956
|
)
|
|
(7,938
|
)
|
|
1,543
|
|
|||
Deferred revenue
|
(1,888
|
)
|
|
1,426
|
|
|
7,248
|
|
|||
Net cash used in operating activities
|
(24,827
|
)
|
|
(11,215
|
)
|
|
(4,559
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
(2,534
|
)
|
|
(656
|
)
|
|
(1,201
|
)
|
|||
Proceeds from the sale of property, plant and equipment
|
16,910
|
|
|
29
|
|
|
47
|
|
|||
Change in restricted cash
|
795
|
|
|
431
|
|
|
2,669
|
|
|||
Cash paid for acquisition, net of cash received
|
74
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of minority interests
|
1,167
|
|
|
325
|
|
|
3,092
|
|
|||
Change in other assets
|
(15
|
)
|
|
63
|
|
|
266
|
|
|||
Net cash provided by investing activities
|
16,397
|
|
|
192
|
|
|
4,873
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Employee taxes paid related to net settlement of equity awards
|
(274
|
)
|
|
(490
|
)
|
|
(110
|
)
|
|||
Repayment of debt
|
(1,575
|
)
|
|
(3,167
|
)
|
|
(4,000
|
)
|
|||
Proceeds from ATM sales, net
|
—
|
|
|
2,527
|
|
|
—
|
|
|||
Proceeds from public equity offering, net
|
16,952
|
|
|
—
|
|
|
22,282
|
|
|||
Proceeds from exercise of employee stock options and ESPP
|
175
|
|
|
—
|
|
|
30
|
|
|||
Net cash provided by (used in) financing activities
|
15,278
|
|
|
(1,130
|
)
|
|
18,202
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
452
|
|
|
(393
|
)
|
|
324
|
|
|||
|
|
|
|
|
|
||||||
Net increase/(decrease) in cash and cash equivalents
|
7,300
|
|
|
(12,546
|
)
|
|
18,840
|
|
|||
Cash and cash equivalents at beginning of year
|
26,784
|
|
|
39,330
|
|
|
20,490
|
|
|||
Cash and cash equivalents at end of year
|
$
|
34,084
|
|
|
$
|
26,784
|
|
|
$
|
39,330
|
|
|
|
|
|
|
|
||||||
Supplemental schedule of cash flow information:
|
|
|
|
|
|
||||||
Issuance of common stock in connection with the purchase of Infinia Technology Corporation
|
$
|
3,498
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for income taxes, net of refunds
|
1,576
|
|
|
992
|
|
|
1,723
|
|
|||
Issuance of common stock to settle liabilities
|
350
|
|
|
399
|
|
|
377
|
|
|||
Deferred gain on sale of 64 Jackson Road building
|
105
|
|
|
—
|
|
|
—
|
|
|||
Cash paid for interest
|
42
|
|
|
280
|
|
|
709
|
|
Asset Classification
|
|
Estimated Useful Life in Years
|
Building
|
|
40
|
Process upgrades to the building
|
|
10-40
|
Machinery and equipment
|
|
3-10
|
Furniture and fixtures
|
|
3-5
|
Leasehold improvements
|
|
Shorter of the estimated useful life or the remaining lease term
|
|
Fiscal year ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(32,776
|
)
|
|
$
|
(27,373
|
)
|
|
$
|
(23,139
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares of common stock outstanding
|
19,621
|
|
|
14,231
|
|
|
13,295
|
|
|||
Weighted-average shares subject to repurchase
|
(654
|
)
|
|
(427
|
)
|
|
(117
|
)
|
|||
Shares used in per-share calculation ― basic
|
18,967
|
|
|
13,804
|
|
|
13,178
|
|
|||
Shares used in per-share calculation ― diluted
|
18,967
|
|
|
13,804
|
|
|
13,178
|
|
|||
Net loss per share ― basic
|
$
|
(1.73
|
)
|
|
$
|
(1.98
|
)
|
|
$
|
(1.76
|
)
|
Net loss per share ― diluted
|
$
|
(1.73
|
)
|
|
$
|
(1.98
|
)
|
|
$
|
(1.76
|
)
|
|
September 25, 2017
|
||
Consideration
|
|
||
Cash
|
$
|
0.1
|
|
Equity (884,890 shares of common stock at $4.02 per share)
|
3.6
|
|
|
Contingent consideration
|
0.6
|
|
|
Total Consideration
|
$
|
4.3
|
|
|
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
||
Core technology and know-how
|
$
|
3.4
|
|
Working capital
|
0.2
|
|
|
Property, plant and equipment
|
0.0
|
|
|
Total identifiable net assets
|
$
|
3.6
|
|
Long-term deferred tax liability
|
1.1
|
|
|
Goodwill recognized
|
$
|
1.7
|
|
|
Level 1
|
-
|
Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
|
|
|
|
|
Level 2
|
-
|
Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
|
|
|
|
|
|
Level 3
|
-
|
Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.
|
|
Total
Carrying
Value
|
|
Quoted Prices in
Active Markets
(
Level 1)
|
|
Significant Other
Observable Inputs
(
Level 2)
|
|
Significant
Unobservable Inputs
(
Level 3)
|
||||||||
March 31, 2018:
|
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|
|||||||
Cash equivalents
|
$
|
32,589
|
|
|
$
|
32,589
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Warrants
|
$
|
1,217
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,217
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total
Carrying
Value
|
|
Quoted Prices in
Active Markets
(
Level 1)
|
|
Significant Other
Observable Inputs
(
Level 2)
|
|
Significant
Unobservable Inputs
(
Level 3)
|
||||||||
March 31, 2017:
|
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|
|||||||
Cash equivalents
|
$
|
14,105
|
|
|
$
|
14,105
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants
|
$
|
1,923
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,923
|
|
|
Warrants
|
||
April 1, 2017
|
$
|
1,923
|
|
Mark to market adjustment
|
(706
|
)
|
|
March 31, 2018
|
$
|
1,217
|
|
|
|
||
|
Warrants
|
||
April 1, 2016
|
$
|
3,227
|
|
Mark to market adjustment
|
(1,304
|
)
|
|
Balance at March 31, 2017
|
$
|
1,923
|
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
Accounts receivable (billed)
|
$
|
4,403
|
|
|
$
|
7,436
|
|
Accounts receivable (unbilled)
|
3,016
|
|
|
574
|
|
||
Less: Allowance for doubtful accounts
|
(54
|
)
|
|
(54
|
)
|
||
Accounts receivable, net
|
$
|
7,365
|
|
|
$
|
7,956
|
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
Raw materials
|
$
|
7,526
|
|
|
$
|
4,263
|
|
Work-in-process
|
920
|
|
|
426
|
|
||
Finished goods
|
8,767
|
|
|
8,016
|
|
||
Deferred program costs
|
2,567
|
|
|
4,757
|
|
||
Net inventory
|
$
|
19,780
|
|
|
$
|
17,462
|
|
|
March 31,
2018 |
||
Current assets
|
|
||
Note receivable, current
|
3,000
|
|
|
Total current note receivable
|
$
|
3,000
|
|
|
|
||
Long term assets
|
|
||
Note receivable, long term
|
3,000
|
|
|
Note receivable discount
|
(337
|
)
|
|
Deferred gain on sale
|
(105
|
)
|
|
Total long term note receivable
|
$
|
2,559
|
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
Land
|
$
|
—
|
|
|
$
|
3,643
|
|
Construction in progress - equipment
|
654
|
|
|
601
|
|
||
Buildings
|
—
|
|
|
34,549
|
|
||
Equipment and software
|
72,760
|
|
|
73,445
|
|
||
Furniture and fixtures
|
1,878
|
|
|
1,201
|
|
||
Leasehold improvements
|
1,426
|
|
|
2,442
|
|
||
Property, plant and equipment, gross
|
76,718
|
|
|
115,881
|
|
||
Less accumulated depreciation
|
(64,205
|
)
|
|
(72,443
|
)
|
||
Property, plant and equipment, net
|
$
|
12,513
|
|
|
$
|
43,438
|
|
|
2018
|
|
2017
|
|
|
||||||||||||||||||||
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Estimated
Useful Life
|
||||||||||||
Licenses
|
$
|
4,322
|
|
|
$
|
(4,322
|
)
|
|
$
|
—
|
|
|
$
|
4,422
|
|
|
$
|
(4,134
|
)
|
|
$
|
288
|
|
|
7
|
Core technology and know-how
|
8,703
|
|
|
(5,473
|
)
|
|
3,230
|
|
|
4,806
|
|
|
(4,793
|
)
|
|
13
|
|
|
5-10
|
||||||
Intangible assets
|
$
|
13,025
|
|
|
$
|
(9,795
|
)
|
|
$
|
3,230
|
|
|
$
|
9,228
|
|
|
$
|
(8,927
|
)
|
|
$
|
301
|
|
|
|
Fiscal years ending March 31,
|
Total
|
||
2019
|
340
|
|
|
2020
|
340
|
|
|
2021
|
340
|
|
|
2022
|
340
|
|
|
2023
|
340
|
|
|
Thereafter
|
1,530
|
|
|
Total
|
$
|
3,230
|
|
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Intangible assets by geography:
|
|
|
|
||||
U.S.
|
$
|
3,230
|
|
|
$
|
301
|
|
Total
|
$
|
3,230
|
|
|
$
|
301
|
|
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Intangible assets by business segments:
|
|
|
|
||||
Grid
|
$
|
3,230
|
|
|
$
|
301
|
|
Total
|
$
|
3,230
|
|
|
$
|
301
|
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
Accounts payable
|
$
|
3,096
|
|
|
$
|
3,207
|
|
Accrued inventories in-transit
|
1,207
|
|
|
313
|
|
||
Accrued other miscellaneous expenses
|
2,412
|
|
|
2,240
|
|
||
Accrued compensation
|
3,605
|
|
|
5,042
|
|
||
Income taxes payable
|
536
|
|
|
1,344
|
|
||
Accrued warranty
|
1,769
|
|
|
2,344
|
|
||
Total
|
$
|
12,625
|
|
|
$
|
14,490
|
|
|
Fiscal Years Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
2,344
|
|
|
$
|
3,601
|
|
Change in accruals for warranties during the period
|
890
|
|
|
1,219
|
|
||
Settlements during the period
|
(1,465
|
)
|
|
(2,476
|
)
|
||
Balance at end of period
|
$
|
1,769
|
|
|
$
|
2,344
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
|
Fiscal Year 2017
|
2018
|
|
2017
|
|
2017
|
|
2017
|
|
|
Risk-free interest rate
|
2.20%
|
|
1.87%
|
|
1.49%
|
|
1.44%
|
|
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Expected volatility
|
65.86%
|
|
65.86%
|
|
65.64%
|
|
67.21%
|
|
|
Term (years)
|
1.62
|
|
1.87
|
|
2.12
|
|
2.37
|
|
|
Fair value
|
$1.1 million
|
|
$0.4 million
|
|
$0.8 million
|
|
$0.9 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
|
Fiscal Year 2016
|
2017
|
|
2016
|
|
2016
|
|
2016
|
|
|
Risk-free interest rate
|
1.41%
|
|
1.43%
|
|
0.93%
|
|
0.77%
|
|
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Expected volatility
|
66.53%
|
|
69.31%
|
|
68.96%
|
|
70.01%
|
|
|
Term (years)
|
2.62
|
|
2.87
|
|
3.12
|
|
3.37
|
|
|
Fair value
|
$1.8 million
|
|
$2.3 million
|
|
$2.3 million
|
|
$3.2 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
Fiscal Year 2015
|
2016
|
|
2015
|
|
2015
|
|
2015
|
|
2015
|
Risk-free interest rate
|
0.98%
|
|
1.51%
|
|
1.17%
|
|
1.44%
|
|
1.28%
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Expected volatility
|
69.88%
|
|
70.02%
|
|
73.02%
|
|
74.18%
|
|
75.96%
|
Term (years)
|
3.62
|
|
3.87
|
|
4.12
|
|
4.37
|
|
4.62
|
Fair value
|
$2.6 million
|
|
$2.1 million
|
|
$1.3 million
|
|
$1.8 million
|
|
$2.5 million
|
|
September 30,
|
|
September 25,
|
||||
Fiscal Year 2017
|
2017
|
|
2017
|
||||
Risk-free interest rate
|
1.09
|
%
|
|
1.09
|
%
|
||
Expected annual dividend yield
|
—
|
|
|
—
|
|
||
Expected volatility
|
66.54
|
%
|
|
65.71
|
%
|
||
Term (years)
|
0.31
|
|
|
0.32
|
|
||
Fair value
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
Fiscal years ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Loss before income tax expense:
|
|
|
|
|
|
||||||
U.S.
|
$
|
(100,341
|
)
|
|
$
|
(31,664
|
)
|
|
$
|
(29,436
|
)
|
Foreign
|
67,404
|
|
|
5,433
|
|
|
8,688
|
|
|||
Total
|
$
|
(32,937
|
)
|
|
$
|
(26,231
|
)
|
|
$
|
(20,748
|
)
|
|
Fiscal years ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
374
|
|
|
$
|
765
|
|
|
$
|
459
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
592
|
|
|
619
|
|
|
1,950
|
|
|||
Total current
|
966
|
|
|
1,384
|
|
|
2,409
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
|
|
||||
Federal
|
(1,086
|
)
|
|
60
|
|
|
(18
|
)
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
(41
|
)
|
|
(302
|
)
|
|
—
|
|
|||
Total deferred
|
(1,127
|
)
|
|
(242
|
)
|
|
(18
|
)
|
|||
|
|
|
|
|
|
||||||
Income tax (benefit) expense
|
$
|
(161
|
)
|
|
$
|
1,142
|
|
|
$
|
2,391
|
|
|
Fiscal years ended March 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Statutory federal income tax rate
|
(31
|
)%
|
|
(34
|
)%
|
|
(34
|
)%
|
Federal rate change
|
351
|
|
|
—
|
|
|
—
|
|
State income taxes, net of federal benefit
|
(3
|
)
|
|
—
|
|
|
1
|
|
Deemed dividend and dividends paid
|
7
|
|
|
20
|
|
|
5
|
|
Foreign income tax rate differential
|
(62
|
)
|
|
(1
|
)
|
|
5
|
|
Stock options
|
—
|
|
|
—
|
|
|
1
|
|
Research and development tax credit
|
(1
|
)
|
|
(2
|
)
|
|
(5
|
)
|
Deferred warrants
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
Reversal of uncertain tax benefits
|
(3
|
)
|
|
—
|
|
|
—
|
|
True-up of NOLs
|
11
|
|
|
(40
|
)
|
|
19
|
|
Settlement of intercompany balances
|
—
|
|
|
—
|
|
|
(9
|
)
|
Nondeductible foreign currency exchange remeasurement loss
|
—
|
|
|
—
|
|
|
10
|
|
Valuation allowance
|
(268
|
)
|
|
63
|
|
|
18
|
|
Effective income tax rate
|
—
|
%
|
|
4
|
%
|
|
11
|
%
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
210,194
|
|
|
$
|
297,961
|
|
Research and development and other tax credit carryforwards
|
12,828
|
|
|
11,965
|
|
||
Accruals and reserves
|
22,406
|
|
|
26,222
|
|
||
Fixed assets and intangible assets
|
1,568
|
|
|
2,250
|
|
||
Other
|
12,996
|
|
|
12,454
|
|
||
Gross deferred tax assets
|
259,992
|
|
|
350,852
|
|
||
Valuation allowance
|
(227,686
|
)
|
|
(315,092
|
)
|
||
Total deferred tax assets
|
32,306
|
|
|
35,760
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Intercompany debt
|
(29,130
|
)
|
|
(25,841
|
)
|
||
Other
|
(2,744
|
)
|
|
(9,637
|
)
|
||
Total deferred tax liabilities
|
(31,874
|
)
|
|
(35,478
|
)
|
||
Net deferred tax asset
|
$
|
432
|
|
|
$
|
282
|
|
|
Fiscal years ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Stock options
|
$
|
227
|
|
|
$
|
323
|
|
|
$
|
663
|
|
Restricted stock and stock awards
|
2,434
|
|
|
2,569
|
|
|
2,574
|
|
|||
Employee stock purchase plan
|
31
|
|
|
—
|
|
|
11
|
|
|||
Total stock-based compensation expense
|
$
|
2,692
|
|
|
$
|
2,892
|
|
|
$
|
3,248
|
|
|
Fiscal years ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of revenues
|
$
|
137
|
|
|
$
|
185
|
|
|
$
|
274
|
|
Research and development
|
373
|
|
|
214
|
|
|
418
|
|
|||
Selling, general and administrative
|
2,182
|
|
|
2,493
|
|
|
2,556
|
|
|||
Total
|
$
|
2,692
|
|
|
$
|
2,892
|
|
|
$
|
3,248
|
|
|
Options / Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic Value
(thousands)
|
|||||
Outstanding at March 31, 2017
|
352,008
|
|
|
$
|
79.63
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Canceled/forfeited
|
(71,117
|
)
|
|
119.64
|
|
|
|
|
|
|
||
Outstanding at March 31, 2018
|
280,891
|
|
|
$
|
69.51
|
|
|
4.6
|
|
$
|
—
|
|
Exercisable at March 31, 2018
|
236,040
|
|
|
$
|
80.15
|
|
|
4.3
|
|
$
|
—
|
|
Fully vested and expected to vest at March 31, 2018
|
279,465
|
|
|
$
|
69.79
|
|
|
4.6
|
|
$
|
—
|
|
|
Fiscal years ended March 31,
|
|||||
|
2018
|
|
2017
|
|
2016
|
|
Expected volatility
|
N/A
|
|
67.6
|
%
|
|
N/A
|
Risk-free interest rate
|
N/A
|
|
1.3
|
%
|
|
N/A
|
Expected life (years)
|
N/A
|
|
5.7
|
|
|
N/A
|
Dividend yield
|
N/A
|
|
—
|
%
|
|
N/A
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Intrinsic
Aggregate
Value
(thousands)
|
|||||
Outstanding at March 31, 2017
|
424,925
|
|
|
$
|
9.47
|
|
|
|
|
|
Granted
|
854,307
|
|
|
3.91
|
|
|
|
|
||
Vested
|
(344,147
|
)
|
|
8.28
|
|
|
|
|||
Forfeited
|
(38,599
|
)
|
|
8.99
|
|
|
|
|
||
Outstanding at March 31, 2018
|
896,486
|
|
|
$
|
4.65
|
|
|
$
|
5,218
|
|
Fiscal years ended March 31,
|
Total
|
||
2019
|
$
|
1,197
|
|
2020
|
946
|
|
|
2021
|
791
|
|
|
2022
|
542
|
|
|
Total
|
$
|
3,796
|
|
|
Fiscal years ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Rent expense
|
$
|
1,510
|
|
|
$
|
1,338
|
|
|
$
|
1,628
|
|
|
Severance pay
and benefits
|
|
Facility exit and
Relocation costs
|
|
Total
|
||||||
Accrued restructuring balance at April 1, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges to operations
|
1,325
|
|
|
202
|
|
|
1,527
|
|
|||
Cash payments
|
(1,063
|
)
|
|
(29
|
)
|
|
(1,092
|
)
|
|||
Accrued restructuring balance at March 31, 2018
|
$
|
262
|
|
|
$
|
173
|
|
|
$
|
435
|
|
|
Fiscal Years Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating loss:
|
|
|
|
|
|
||||||
Wind
|
$
|
(8,904
|
)
|
|
$
|
(4,174
|
)
|
|
$
|
(1,256
|
)
|
Grid
|
(18,963
|
)
|
|
(20,476
|
)
|
|
(14,835
|
)
|
|||
Unallocated corporate expenses
|
(4,290
|
)
|
|
(2,892
|
)
|
|
(4,027
|
)
|
|||
Total
|
$
|
(32,157
|
)
|
|
$
|
(27,542
|
)
|
|
$
|
(20,118
|
)
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
Wind
|
$
|
16,790
|
|
|
$
|
18,346
|
|
Grid
|
37,012
|
|
|
31,060
|
|
||
Corporate assets
|
34,373
|
|
|
50,838
|
|
||
Total
|
$
|
88,175
|
|
|
$
|
100,244
|
|
(In thousands, except per share amount)
|
For the year ended March 31, 2018:
|
||||||||||||||
Three Months Ended
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
March 31,
|
||||||||
|
2017
|
|
2017
|
|
2017
|
|
2018
|
||||||||
Total revenue
|
$
|
8,923
|
|
|
$
|
11,049
|
|
|
$
|
14,933
|
|
|
$
|
13,498
|
|
Operating loss
|
(14,693
|
)
|
|
(7,805
|
)
|
|
(3,851
|
)
|
|
(5,808
|
)
|
||||
Net loss
|
(15,252
|
)
|
|
(7,281
|
)
|
|
(4,248
|
)
|
|
(5,995
|
)
|
||||
Net loss per common share—basic
|
(0.91
|
)
|
|
(0.38
|
)
|
|
(0.21
|
)
|
|
(0.30
|
)
|
||||
Net loss per common share—diluted
|
(0.91
|
)
|
|
(0.38
|
)
|
|
(0.21
|
)
|
|
(0.30
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
For the year ended March 31, 2017:
|
||||||||||||||
Three Months Ended
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
March 31,
|
||||||||
|
2016
|
|
2016
|
|
2016
|
|
2017
|
||||||||
Total revenue
|
$
|
13,345
|
|
|
$
|
18,507
|
|
|
$
|
27,148
|
|
|
$
|
16,195
|
|
Operating loss
|
(9,344
|
)
|
|
(7,150
|
)
|
|
(4,060
|
)
|
|
(6,988
|
)
|
||||
Net loss
|
(10,355
|
)
|
|
(7,325
|
)
|
|
(2,768
|
)
|
|
(6,925
|
)
|
||||
Net loss per common share—basic
|
(0.76
|
)
|
|
(0.53
|
)
|
|
(0.20
|
)
|
|
(0.50
|
)
|
||||
Net loss per common share—diluted
|
(0.76
|
)
|
|
(0.53
|
)
|
|
(0.20
|
)
|
|
(0.50
|
)
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
Balance,
Beginning of
Year
|
|
Additions
|
|
Write-offs
|
|
Recoveries
and Other
Adjustments
|
|
Balance,
End of
Year
|
|||||||
Allowance for doubtful accounts receivable:
|
|
|
|
|
|
|
|
|
|
|||||||
Fiscal year ended March 31, 2018
|
$
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
54
|
|
Fiscal year ended March 31, 2017
|
$
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
54
|
|
Fiscal year ended March 31, 2016
|
$
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Balance,
Beginning of
Year
|
|
Additions
|
|
Write-offs
|
|
Recoveries
and Other
Adjustments
|
|
Balance,
End of
Year
|
|||||||
Deferred tax asset valuation allowance:
|
|
|
|
|
|
|
|
|
|
|||||||
Fiscal year ended March 31, 2018
|
$
|
315,092
|
|
|
24,585
|
|
|
(111,991
|
)
|
|
—
|
|
|
$
|
227,686
|
|
Fiscal year ended March 31, 2017
|
$
|
301,393
|
|
|
22,580
|
|
|
(8,881
|
)
|
|
—
|
|
|
$
|
315,092
|
|
Fiscal year ended March 31, 2016
|
$
|
294,860
|
|
|
9,028
|
|
|
(2,495
|
)
|
|
—
|
|
|
$
|
301,393
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Filed/Furnished
Herewith
|
3.1
|
|
Restated Certificate of Incorporation of the Registrant, as amended.
|
|
S-3
|
|
333-191153
|
|
3.1
|
|
9/13/2013
|
|
|
3.2
|
|
Certificate of Amendment of Restated Certificate of Incorporation of the Registrant, dated March 24, 2015.
|
|
8-K
|
|
000-19672
|
|
3.1
|
|
3/24/2015
|
|
|
3.3
|
|
Amended and Restated By-Laws of the Registrant.
|
|
S-3
|
|
333-191153
|
|
3.2
|
|
9/13/2013
|
|
|
4.1
|
|
Amended and Restated Warrant Agreement, dated as of December 19, 2014, between the Registrant and Hercules Technology Growth Capital, Inc.
|
|
8-K
|
|
000-19672
|
|
4.1
|
|
12/22/2014
|
|
|
4.2
|
|
Form of Indenture, between the Registrant and Wilmington Trust, National Association.
|
|
S-3
|
|
333-198851
|
|
4.1
|
|
9/19/2014
|
|
|
4.3
|
|
Form of Warrant Agreement, by and between the Registrant and the American Stock Transfer and Trust Company, dated November 13, 2014, and Form of Warrant.
|
|
8-K
|
|
000-19672
|
|
4.1
|
|
11/13/2014
|
|
|
10.1+
|
|
2007 Stock Incentive Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
8/2/2016
|
|
|
10.2+
|
|
Form of Incentive Stock Option Agreement under 2007 Stock Incentive Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.2
|
|
8/7/2007
|
|
|
10.3+
|
|
Form of Non-statutory Stock Option Agreement under 2007 Stock Option Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.3
|
|
8/7/2007
|
|
|
10.4+
|
|
Form of Restricted Stock Agreement Regarding Awards to Executive Officers under 2007 Stock Option Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.4
|
|
8/7/2007
|
|
|
10.5+
|
|
Form of Restricted Stock Agreement Regarding Awards to Employees, under 2007 Stock Option Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.5
|
|
8/7/2007
|
|
|
10.6+
|
|
Form of Restricted Stock Agreement (regarding performance-based awards to executive officers and employees) under 2007 Stock Incentive Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
5/20/2008
|
|
|
10.7+
|
|
Amended and Restated 2007 Director Stock Plan.
|
|
8-K
|
|
000-19672
|
|
10.2
|
|
8/2/2016
|
|
|
10.8+
|
|
Form of Non-statutory Stock Option Agreement Under Amended and Restated 2007 Director Stock Plan.
|
|
8-K
|
|
000-19672
|
|
10.7
|
|
8/7/2007
|
|
|
10.9+
|
|
Executive Incentive Plan for the fiscal year ended March 31, 2017.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
8/9/2016
|
|
|
10.10+
|
|
Executive Incentive Plan for fiscal year ended March 31, 2018.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
8/8/2017
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Filed/Furnished
Herewith
|
10.11+
|
|
Form of Employee Nondisclosure and Developments Agreement.
|
|
S-1
|
|
333-43647
|
|
10.16
|
|
1/7/1991
|
|
|
10.12+
|
|
Amended and Restated Executive Severance Agreement, dated as of May 24, 2011, between the Registrant and Daniel P. McGahn.
|
|
8-K
|
|
000-19672
|
|
10.2
|
|
5/24/2011
|
|
|
10.13+
|
|
Amended and Restated Executive Severance and Consulting Services Agreement, dated as of June 30, 2017, between the Registrant and David A. Henry.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
7/3/2017
|
|
|
10.14+
|
|
Amended and Restated Executive Severance Agreement, dated as of September 20, 2013, between the Registrant and James F. Maguire.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
9/25/2013
|
|
|
10.15+
|
|
|
|
|
|
|
|
|
|
|
|
*
|
10.16+
|
|
Executive Severance Agreement, dated as of January 13, 2012, between the Registrant and John W. Kosiba.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
4/4/2017
|
|
|
10.17+
|
|
First Amendment to Executive Severance Agreement, effective as of July 31, 2017, between the Registrant and John W. Kosiba.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
11/7/2017
|
|
|
10.18†
|
|
Supply Contract, effective as of February 8, 2013, by and between the Registrant and Inox Wind Limited.
|
|
8-K
|
|
000-19672
|
|
—
|
|
2/14/2013
|
|
|
10.19†
|
|
Supply Contract, effective as of June 2, 2014, by and between the Registrant and Inox Wind Limited.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
6/5/2014
|
|
|
10.20†
|
|
Amendment No.1 to Supply Contract (dated June 2, 2014), by and between the Registrant and Inox Wind Limited, entered into by the Registrant on August 26, 2015.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
11/3/2015
|
|
|
10.21†
|
|
Amendment No.2 to Supply Contract (dated June 2, 2014), by and between the Registrant and Inox Wind Limited, entered into by the Registrant on December 14, 2015.
|
|
10-Q
|
|
000-19672
|
|
10.3
|
|
2/9/2016
|
|
|
10.22†
|
|
Amendment No.3 to Supply Contract (dated June 3, 2014), by and between the Registrant and Inox Wind Limited, entered into on February 18, 2016.
|
|
10-K
|
|
000-19672
|
|
10.41
|
|
5/31/2016
|
|
|
10.23†
|
|
Supply Contract, effective as of August 15, 2014, by and between the Registrant and Inox Wind Limited.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
11/6/2014
|
|
|
10.24†
|
|
Amendment No.1 to Supply Contract (effective as of August 15, 2014), by and between the Registrant and Inox Wind Limited, entered into by the Registrant on February 25, 2015.
|
|
10-Q
|
|
000-19672
|
|
10.2
|
|
11/3/2015
|
|
|
10.25†
|
|
Amendment No.2 to Supply Contract (effective as of August 15, 2014), by and between the Registrant and Inox Wind Limited, entered into by the Registrant on August 26, 2015.
|
|
10-Q
|
|
000-19672
|
|
10.3
|
|
11/3/2015
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Filed/Furnished
Herewith
|
10.26†
|
|
Amendment No.3 to Supply Contract (effective as of August 15, 2014), by and between the Registrant and Inox Wind Limited, entered into on November 19, 2015.
|
|
10-Q
|
|
000-19672
|
|
10.30
|
|
2/9/2016
|
|
|
10.27†
|
|
Amendment No.4 to Supply Contract (effective as of August 15, 2014), by and between the Registrant and Inox Wind Limited, entered into on February 18, 2016.
|
|
10-K
|
|
000-19672
|
|
10.46
|
|
5/31/2016
|
|
|
10.28†
|
|
Supply Contract, dated December 16, 2015, by and between the Registrant and Inox Wind Limited.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
2/9/2016
|
|
|
10.29††
|
|
|
|
|
|
|
|
|
|
|
|
*
|
10.30††
|
|
|
|
|
|
|
|
|
|
|
|
*
|
10.31†
|
|
Technology License Agreement, dated December 16, 2015, by and among AMSC Austria GMBH, the Registrant and Inox Wind Limited.
|
|
10-Q
|
|
000-19672
|
|
10.2
|
|
2/9/2016
|
|
|
10.32†
|
|
License and Sublicense Agreement, dated March 4, 2016, by and between the Registrant and BASF Corporation.
|
|
10-K
|
|
000-19672
|
|
10.49
|
|
5/31/2016
|
|
|
10.33†
|
|
Disclosure Letter, dated March 4, 2016, by and between the Registrant and BASF Corporation.
|
|
10-K
|
|
000-19672
|
|
0.01
|
|
5/31/2016
|
|
|
10.34†
|
|
Joint Development Agreement, dated March 4, 2016, by and between the Registrant and BASF Corporation.
|
|
10-K
|
|
000-19672
|
|
0.01
|
|
5/31/2016
|
|
|
10.35
|
|
At Market Issuance Sales Agreement, by and between the Registrant and FBR Capital Markets & Co.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
1/27/2017
|
|
|
10.36
|
|
Purchase and Sale Agreement, dated as of February 1, 2018, by and between ASC Devens LLC and 64 Jackson, LLC.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
2/1/2018
|
|
|
10.37
|
|
Subordinated Secured Commercial Promissory Note of Jackson 64 MGI, LLC in favor of ASC Devens LLC dated March 28, 2018.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
4/3/2018
|
|
|
10.38
|
|
Assignment of Purchase and Sale Agreement, dated as of March 26, 2018, by and among ASC Devens LLC, 64 Jackson, LLC and Jackson 64 MGI, LLC.
|
|
8-K
|
|
000-19672
|
|
10.2
|
|
4/3/2018
|
|
|
10.39
|
|
Subordinated Second Mortgage of Jackson 64 MGI, LLC in favor of ASC Devens LLC effective March 28, 2018.
|
|
8-K
|
|
000-19672
|
|
10.3
|
|
4/3/2018
|
|
|
10.40
|
|
Subordinated Second Assignment of Leases and Rents by Jackson 64 MGI, LLC to ASC Devens LLC dated March 28, 2018.
|
|
8-K
|
|
000-19672
|
|
10.4
|
|
4/3/2018
|
|
|
10.41
|
|
Intercreditor, Subordination and Standstill Agreement by and among East Boston Savings Bank, ASC Devens LLC and Jackson 64 MGI, LLC dated March 28, 2018.
|
|
8-K
|
|
000-19672
|
|
10.5
|
|
4/3/2018
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
*
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
*
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
*
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
*
|
|
32.1
|
|
|
|
|
|
|
|
|
|
|
**
|
|
32.2
|
|
|
|
|
|
|
|
|
|
|
**
|
|
101.INS
|
|
XBRL Instance Document.*
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.*
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document.*
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document.*
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.*
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.*
|
|
|
|
|
|
|
|
|
|
|
†
|
Confidential treatment previously requested and granted with respect to certain portions, which portions were omitted and filed separately with the Commission.
|
††
|
Confidential treatment has been requested with respect to certain portions of this exhibit, which portions have been filed separately with the Securities and Exchange Commission.
|
+
|
Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Form 10-K.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
AMERICAN SUPERCONDUCTOR CORPORATION
|
||
|
|
|
B
Y
:
|
/
S
/ D
ANIEL
P. M
CGAHN
|
|
|
Daniel P. McGahn
President,
Chief Executive Officer, and Director
|
|
Date: June 6, 2018
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ D
ANIEL
P. M
CGAHN
|
|
President, Chief Executive Officer, and
Director (Principal Executive Officer)
|
|
June 6, 2018
|
Daniel P. McGahn
|
|
|
||
|
|
|
|
|
/S/ J
OHN
W. K
OSIBA
, J
R
.
|
|
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
June 6, 2018
|
John W. Kosiba, Jr.
|
|
|
||
|
|
|
|
|
/
S
/ J
OHN
W. W
OOD
, J
R
.
|
|
C
hairman of the Board
|
|
June 6, 2018
|
John W. Wood, Jr.
|
|
|
||
|
|
|
|
|
/
S
/ V
IKRAM
S. B
UDHRAJA
|
|
Director
|
|
June 6, 2018
|
Vikram S. Budhraja
|
|
|
||
|
|
|
|
|
/
S
/ ARTHUR H. HOUSE
|
|
Director
|
|
June 6, 2018
|
Arthur H. House
|
|
|
||
|
|
|
|
|
/
S
/ P
AMELA
F. L
ENEHAN
.
|
|
Director
|
|
June 6, 2018
|
Pamela F. Lenehan
|
|
|
||
|
|
|
|
|
/
S
/ D
AVID
R. O
LIVER
, J
R
.
|
|
Director
|
|
June 6, 2018
|
David R. Oliver, Jr.
|
|
|
1.
|
The table in Section 1.2 is hereby deleted in its entirety and replaced with the following:
|
2.
|
The table in Section 1.3 is hereby deleted in its entirety and replaced with the following:
|
3.
|
Annex 4 of the Contract is hereby deleted in its entirety and replaced with Annex 6a. The Hub Cabinets #HCA000 listed on rows 1a and 1b of Section 1.7 of Annex 6a and the Pitch Motors listed on rows 2a and 2b of Section 1.7 of Annex 6a can be supplied in either combination of “1a and 2a” or “1b and 2b”. The Seller shall decide which combination will be delivered.
|
4.
|
Annex 5 of the Contract is hereby deleted in its entirety and replaced with Annex 7a. The Hub Cabinets #HCA000 listed on rows 1a and 1b of Section 1.8 of Annex 7a and the Pitch Motors listed on rows 2a and 2b of Section 1.8 of Annex 7a can be supplied in either combination of “1a and 2a” or “1b and 2b”. The Seller shall decide which combination will be delivered.
|
5.
|
Annex 6 of the Contract is hereby deleted in its entirety and replaced with Annex 6a. The Hub Cabinets #HCA000 listed on rows 1a and 1b of Section 1.7 of Annex 6a and the Pitch Motors listed on rows 2a and 2b of Section 1.7 of Annex 6a can be supplied in either combination of “1a and 2a” or “1b and 2b”. The Seller shall decide which combination will be delivered.
|
6.
|
Annex 7 of the Contract is hereby deleted in its entirety and replaced with Annex 7a. The Hub Cabinets #HCA000 listed on rows 1a and 1b of Section 1.8 of Annex 7a and the Pitch Motors listed on rows 2a and 2b of Section 1.8 of Annex 7a can be supplied in either combination of “1a and 2a” or “1b and 2b”. The Seller shall decide which combination will be delivered.
|
7.
|
All other terms and conditions of the contract shall continue unchanged and remain in full force and effect.
|
ID
|
Version
|
Converter
|
||
ECS-000006
|
GL2010
|
[**]
|
93/100/113m Rotor
|
AMSC
|
1.7.
|
Electric Control System (hereinafter “ECS”) for GL2010 /93/100 & 113m rotor turbine versions with AMSC –converter system, [**] function and without Condition Monitoring System (CMS). Each set comprising of:
|
#
|
ELECTRIC CONTROL SYSTEM
|
AMSC ID
|
units per WEC
|
Scope of supply
|
NOT scope of supply
|
1a
|
#4HCA000
Hub Cabinets
|
26117316
|
1 set
|
1 set consist of:
- 1pcs 26117328 hub cabinet +4HCA100
- 1pcs 26117329 hub cabinet +4HCA200
- 1pcs 26117330 hub cabinet +4HCA300
each hub cabinet includes pitch converter with IO’s, heater, service switch and service plug
|
#VALUE!
|
2a
|
Pitch Motors
|
10113715
Or
10140962
|
1 set
|
#VALUE!
|
-
|
1b
|
#4HCA000
Hub Cabinets |
26118865
|
1 set
|
1 set consist of:
- 1pcs 26118866 hub cabinet +4HCA100
- 1pcs 26118867 hub cabinet +4HCA200
- 1pcs 26118868 hub cabinet +4HCA300
each hub cabinet includes pitch converter with IO’s, heater, service switch and service plug
|
#VALUE!
|
2b
|
Pitch Motors
|
10140986
Or
10141381
|
1 set
|
#VALUE!
|
-
|
3
|
#VALUE!
|
26117334
|
1 off
|
fully assembled and tested cabinet.
cabinet includes:
-
PLC IO’s with CAN Interface
-
lightning protection (acc. lightning protection system)
-
industrial connectors
|
#VALUE!
|
4
|
#VALUE!
|
26117818
|
1 off
|
1 fully assembled and tested cabinet.
cabinet includes:
-
auxiliary power supply
-
auxiliary control and protection
-
contactors and relays
-
PLC IO’s
-
control panel
-
YAW converter
-
lightning protection (acc. lightning protection system)
-
UPS power supply 24VDC with batteries
-
service switch and service plug
-
service box
-
connection terminals
|
#VALUE!
|
5
|
#VALUE!
|
26117820
|
1 off
|
1 fully assembled and tested cabinet.
cabinets includes:
-
AMSC power module
(PM300xNW with pre charge unit)
-
PLC IO’s with CAN Interface
-
filter capacitors and resistors
-
crowbar unit
-
generator and line choke
-
contactors and relays
-
stator breaker
-
line contactor
-
air to water heat exchanger
-
water cooling distribution
-
total power measurement
-
lightning protection (acc. lightning protection system)
-
connection terminals
|
#VALUE!
|
|
6
|
#VALUE!
|
26117822
|
1 off
|
1 fully assembled and tested cabinet.
cabinet includes:
-
auxiliary control and protection
-
contactors and relays
-
PLC IO’s and CPU
-
UPS power supply 24VDC with batteries
-
service switch
-
control panel
-
connection terminals
|
#VALUE!
|
|
7
|
|
SCADA Package
incl. wtDataCenter |
26112620
|
1 off
|
#VALUE!
|
#VALUE!
|
8
|
Control Software
|
26112620
|
1 off
|
#NAME!
|
#VALUE!
|
ID
|
Version
|
Converter
|
||
ECS-000007
|
GL2010
|
[**]
|
93/100/113m Rotor
|
AMSC
|
1.8.
|
Electric Control System (hereinafter “ECS”) for GL2010 /93/100 & 113m rotor turbine versions with AMSC–converter system, [**] function and without Condition Monitoring System (CMS). Each set comprising of:
|
#
|
ELECTRIC CONTROL SYSTEM
|
AMSC ID
|
units per WEC
|
Scope of supply
|
NOT scope of supply
|
|
1a
|
#4HCA000
Hub Cabinets
|
26117316
|
1 set
|
1 set consist of:
- 1pcs 26117328 hub cabinet +4HCA100
- 1pcs 26117329 hub cabinet +4HCA200
- 1pcs 26117330 hub cabinet +4HCA300
each hub cabinet includes pitch converter with IO’s, heater, service switch and service plug
|
#VALUE!
|
|
2a
|
Pitch Motors
|
10113715
Or
10140962
|
1 set
|
#VALUE!
|
-
|
|
1b
|
#4HCA000
Hub Cabinets |
26118865
|
1 set
|
1 set consist of:
- 1pcs 26118866 hub cabinet +4HCA100
- 1pcs 26118867 hub cabinet +4HCA200
- 1pcs 26118868 hub cabinet +4HCA300
each hub cabinet includes pitch converter with IO’s, heater, service switch and service plug
|
#VALUE!
|
|
2b
|
Pitch Motors
|
10140986
Or
10141381
|
1 set
|
#VALUE!
|
-
|
#
|
ELECTRIC CONTROL SYSTEM
|
AMSC ID
|
units per WEC
|
Scope of supply
|
NOT scope of supply
|
|
3
|
#VALUE!
|
26117334
|
1 off
|
1 fully assembled and tested cabinet.
cabinet includes:
-
PLC IO’s with CAN Interface
-
lightning protection (acc. lightning protection system)
-
industrial connectors
|
#VALUE!
|
|
4
|
#VALUE!
|
26117818
|
1 off
|
1 fully assembled and tested cabinet.
cabinet includes:
-
auxiliary power supply
-
auxiliary control and protection
-
contactors and relays
-
PLC IO’s
-
control panel
-
YAW converter
-
lightning protection (acc. lightning protection system)
-
UPS power supply 24VDC with batteries
-
service switch and service plug
-
service box
-
connection terminals
|
#VALUE!
|
|
5
|
#VALUE!
|
26117824
|
1 off
|
1 fully assembled and tested cabinet.
cabinets includes:
-
AMSC power module
(PM300xNW with precharge unit)
-
PLC IO’s with CAN Interface
-
filter capacitors and resistors
-
crowbar unit
-
generator and line choke
-
contactors and relays
-
stator breaker
-
grid contactor
-
air to water heat exchanger
-
water cooling distribution
-
total power measurement
-
lightning protection (acc. lightning protection system)
-
connection terminals
-
[**] package
|
#VALUE!
|
#
|
ELECTRIC CONTROL SYSTEM
|
AMSC ID
|
units per WEC
|
Scope of supply
|
NOT scope of supply
|
|
6
|
#VALUE!
|
26117822
|
1 off
|
1 fully assembled and tested cabinet.
cabinet includes:
-
auxiliary control and protection
-
contactors and relays
-
PLC IO’s and CPU
-
UPS power supply 24VDC with batteries
-
service switch
-
control panel
-
connection terminals
|
#VALUE!
|
|
7
|
|
SCADA Package
incl. wtDataCenter |
26112620
|
1 off
|
#VALUE!
|
#VALUE!
|
8
|
Control Software
|
26112620
|
1 off
|
#NAME!
|
#VALUE!
|
1.
|
With effect from the Amendment Effective Date, Section 3.4(e) of the Supply Contract is deleted in its entirety and replaced with the following:
|
2.
|
Except as amended by this Amendment, all other terms and conditions of the Supply Contract shall continue unchanged and remain in full force and effect.
|
3.
|
This Amendment may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Amendment.
|
1.
|
I have reviewed this Annual Report on Form 10-K of American Superconductor Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
June 6, 2018
|
By:
|
/s/ D
aniel
P. M
c
G
ahn
|
|
|
|
Daniel P. McGahn
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of American Superconductor Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
June 6, 2018
|
By:
|
/s/ JOHN W. KOSIBA, JR.
|
|
|
|
John W. Kosiba, Jr.
|
|
|
|
Chief Financial Officer
|
Date:
|
June 6, 2018
|
By:
|
/s/ D
aniel
P. M
c
G
ahn
|
|
|
|
Daniel P. McGahn
|
|
|
|
Chief Executive Officer
|
Date:
|
June 6, 2018
|
By:
|
/s/ JOHN W. KOSIBA, JR.
|
|
|
|
John W. Kosiba, Jr.
|
|
|
|
Chief Financial Officer
|