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FY2016
®
the U.S. Navy also provides for technical assistance related to high-power
test capabilities for HTS (high-temperature superconductor) power cables.
This continues our efforts started in fiscal 2016 to develop HTS power cable
hardware for shipboard power applications.
•
Announce the first commercial orders for our new VVO product
We expect to announce the first commercial orders for our new VVO
product in fiscal 2017 which was launched in January 2017. Our AMSC sales
team is targeting utilities in the U.S. We are seeing interest in VVO from
Investor Owned Utilities (IOUs), Cooperative Public Utilities (Co-ops), as well
as Municipal Utilities. The value proposition of VVO addresses important
issues at utilities – Power quality, proliferation of electric vehicles, solar
capacity and conservation voltage reduction (CVR).
•
Close the contract with Commonwealth Edison, or ComEd, and
begin the construction phase in Chicago
We are in discussions with ComEd about how to proceed with the program.
A number of projects aimed at increasing the reliability and resiliency of
Chicago’s electric grid have been discussed. We intend to use part of the
proceeds from our May 2017 equity offering to collateralize a performance
bond for the ComEd project.
•
Grow grid revenues year-over-year
Our Grid revenues grew in fiscal 2016 compared to fiscal 2015, driven by
year over year growth in D-VAR revenues. In April 2017, we announced four
new D-VAR® STATCOM system orders valued at approximately $8 million.
All four orders serve the renewable energy sector. The systems are expected
to connect wind power plants to the electric grid, as well as to provide volt-
age regulation to the transmission grids at each location. D-VAR bookings
are off to a strong start in fiscal 2017.
We enter fiscal 2017 with a strong balance sheet that we believe will enable
us to continue to execute on our growth plans. We are keenly focused on
the creation of a sustainably profitable and positive cash flow business. I
look forward to reporting further progress towards this longer-term goal
next year.
Sincerely,
Daniel Patrick McGahn
President and Chief Executive Officer
June 14, 2017
AMSC Stockholders,
Fiscal 2016 was a year of progress for AMSC. Progress in working to diversify
our revenues, and establish a sustainable mix of wind and grid business for
our company, including:
•
•
•
•
•
Progress in our efforts to advance our Resilient Electric Grid, or REG,
product;
Progress reflected in the well-received introduction of our new Grid
product - VVO;
Progress in the continued year-over-year increase in D-VAR revenues;
Progress with the U.S. Navy to insert our ship protection system
products into the surface fleet; and
Progress from the action we are taking to reduce our footprint.
We concluded a successful equity offering in May 2017, which is expected
to support our efforts to grow our Grid business in fiscal 2017 and beyond.
We raised approximately $17 million in net proceeds through the issuance of
4.6 million shares of our common stock priced at $4 per share. I am grateful
that some of our existing institutional investors participated in this capital
raise. We also welcome our new institutional investors. We believe there are
growth opportunities in our Grid business. That is why our CFO and I, along
with some of our board members, purchased stock in the offering. We see
the interest in the offering as a positive sign that the market also believes in
the growth opportunities in our Grid business.
Our Wind business underperformed in fiscal 2016 because our largest
customer, Inox Wind, Ltd., operated under self-described working capital
constraints. Then in February 2017, a move to a new auction based market
for wind produced power in India negatively impacted Inox’s demand for
our electrical control systems in our fourth fiscal quarter. Inox experienced a
demand dislocation for their wind turbines, which they believe is temporary,
caused by the change in the wind power tender system in India. Once the
uncertainty created by this market change subsides, we anticipate a return
to growth in the Indian market this fiscal year. These near-term issues that
Inox faces demonstrate the importance of diversifying our revenues through
growing our Grid business.
We have set initiatives in motion that we believe will accelerate growth in
our Grid segment with the strategic objective of diversifying our revenue
base. We intend to achieve the following five corporate objectives in fiscal
2017:
•
Announce at least one additional city to perform a REG
deployment study
We intend to announce at least one additional city to perform a deployment
study of our REG system in an urban electric distribution grid. In May 2017,
we met this objective with the announcement that we secured the first
deployment study of our REG System in the Pacific Northwest. Seattle
City Light will focus on evaluating REG as a solution for power distribution
applications within the utility’s service area. We believe our REG system is
gaining traction because it is compact, efficient, cost effective, and has low
environmental impact.
•
Announce an SPS order from the U.S. Navy
We intend to announce an SPS order from the U.S. Navy in fiscal 2017. We
made significant strides with regard to our HTS deployment roadmap with
the U.S. Navy during fiscal 2016.
In May 2017, we announced a contract worth up to $8.4 million with the
U.S. Navy for engineering and technical services. This sole source contract
was entered into to support the U.S. Navy’s insertion of AMSC’s ship
protection systems into the surface fleet. In fact, this new contract with
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(cid:58)(cid:58)(cid:58)(cid:58)
(cid:133)(cid:133)(cid:133)(cid:133)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from to
Commission file number 000-19672
American Superconductor Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
64 Jackson Road
Devens, Massachusetts
(Address of Principal Executive Offices)
04-2959321
(IRS Employer
Identification Number)
01434
(Zip Code)
Registrant’s telephone number, including area code:
(978) 842-3000
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value, NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:133) No (cid:58)
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:133) No (cid:58)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes (cid:58) No (cid:133)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes (cid:58) No (cid:133)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 232.405) is not contained herein, and
will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. (cid:133)
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer
Non-accelerated filer
(cid:134)
(cid:134)
(Do not check if a smaller reporting company)
Smaller reporting company
Accelerated filer
(cid:95)
(cid:134)
(cid:134)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:133)
Emerging growth company
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:133) No (cid:58)
The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant on September 30, 2016, based on
the closing price of the shares of Common Stock on the Nasdaq Global Select Market on that date ($7.01 per share) was $83.1 million.
Number of shares outstanding of the registrant’s Common Stock, as of May 23, 2017 was 18,591,648.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the annual meeting of stockholders scheduled to be held on July 27, 2017, to be filed
with the Securities and Exchange Commission (the “SEC”), are incorporated by reference in answer to Part III of this Form 10-K.
AMERICAN SUPERCONDUCTOR CORPORATION
INDEX
PART I
Item
1.
Business
1A.
Risk Factors
1B.
Unresolved Staff Comments
2.
3.
4.
5.
6.
7.
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
PART II
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
7A.
Quantitative and Qualitative Disclosures About Market Risk
8.
9.
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
9A.
Controls and Procedures
9B.
Other Information
10.
Directors, Executive Officers and Corporate Governance
PART III
11.
12.
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13.
Certain Relationships and Related Transactions and Director Independence
14.
Principal Accountant Fees and Services
15.
Exhibits and Financial Statement Schedules.
PART IV
Page
4
14
25
25
25
27
28
30
31
47
49
83
83
84
84
84
85
85
85
85
2
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Any statements in this Annual Report that relate to future events or conditions, including without
limitation, the statements in Part I, “Item 1A. Risk Factors” and in Part II under “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and located elsewhere herein regarding industry prospects, our addressable markets, capabilities and
potential uses of our products, or our prospective results of operations or financial position, may be deemed to be forward-looking statements.
Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-
looking statements. Such forward-looking statements represent management’s current expectations and are inherently uncertain. There are a
number of important factors that could materially impact the value of our common stock or cause actual results to differ materially from those
indicated by such forward-looking statements. Such factors include the important factors discussed under the caption “Risk Factors” in Part 1.
Item 1A of this Form 10-K for the fiscal year ended March 31, 2017, which among others, could cause actual results to differ materially from those
indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Any such forward-looking
statements represent management’s estimates as of the date of this Annual Report on Form 10-K. While we may elect to update such forward-
looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These
forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Annual Report on
Form 10-K.
3
Item 1.
BUSINESS
Overview
PART I
American Superconductor Corporation (together with its subsidiaries, “AMSC®” or the “Company”) was founded on April 9,
1987. We are a leading provider of megawatt-scale solutions that lower the cost of wind power and enhance the performance of the
power grid. In the wind power market, we enable manufacturers to field highly competitive wind turbines through our advanced
power electronics products, engineering, and support services. In the power grid market, we enable electric utilities, industrial
facilities, and renewable energy project developers to connect, transmit and distribute power through our transmission planning
services and power electronics, and superconductor-based products. Our wind and power grid products and services provide
exceptional reliability, security, efficiency, and affordability to our customers.
Our wind and power grid solutions help to improve energy efficiency, alleviate power grid capacity constraints and increase
the adoption of renewable energy generation. Demand for our solutions is driven by the growing needs for renewable sources of
electricity, such as wind and solar energy, and for modernized smart grids that improve power reliability, security, and quality.
Concerns about these factors have led to increased spending by corporations as well as supportive government regulations and
initiatives on local, state and national levels, including renewable portfolio standards, tax incentives, and international treaties. We
estimate that today’s total annual addressable global market for our wind and grid solutions exceeds $6 billion.
We segment our operations into two market-facing business units: Wind and Grid. We believe this market-centric structure
enables us to more effectively anticipate and meet the needs of wind turbine manufacturers, power generation project developers and
electric utilities.
• 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 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.
Our fiscal year begins on April 1 and ends on March 31. When we refer to a particular fiscal year, we are referring to the
fiscal year beginning on April 1 of that same year. For example, fiscal 2016 refers to the fiscal year beginning on April 1, 2016.
Other fiscal years follow similarly.
Competitive strengths
We believe our competitive strengths position us well to execute on our growth plans in the markets we serve.
• Unique Solutions for the Wind and Grid Markets. We believe we are the only company in the world that provides wind
turbine manufacturers with an 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
requirements of widely varying end-use applications, including power cables and fault current limiters for the Grid
market.
4
•
•
Scalable, Low-Cost Manufacturing Platform. Our manufacturing of proprietary 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 wires 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, 2017, we owned 385 patents and patent applications
worldwide (including international counterparts to U.S. patents), and had rights through exclusive and non-exclusive
licenses to approximately 150 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.
Strategy
Building on these competitive strengths, we plan to focus on driving revenue growth and enhancing our operating results
through the objectives defined below.
•
•
•
•
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, and we have been particularly successful in
targeting key Asian markets, including India and China. 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, the 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 and ship protection systems for the U.S. Navy.
Market opportunities
We provide solutions that address three key drivers of our business:
•
•
•
the evolving electric grid;
the electrification of the Naval fleet; and
the global demand for renewable energy.
Wind market overview
According to GlobalData, a research firm, 57 Gigawatts (GW) of wind generation capacity were added worldwide in 2016, as
compared to 66 GW in 2015. GlobalData anticipates that more than 60 GW of additional capacity will be added in 2017.
According to GlobalData, annual wind installations in India for 2016 were 3.6 GW, and for 2017 are estimated to be 3.7 GW.
Several factors are expected to drive the future growth in the wind power market, including substantial government
incentives and mandates that have been established globally, technological improvements, turbine cost reductions, the development
of the offshore wind market, and increasing cost competitiveness with existing power generation technologies. Technological
advances, declining turbine production cost and fluctuating prices for some fossil fuels continue to increase the competitiveness of
wind versus traditional power generation technologies.
Our solutions for the wind market
We address the challenges of the wind power market by designing and engineering wind turbines, providing extensive
support services to wind turbine manufacturers, and manufacturing and selling critical components for wind turbines.
•
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
5
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 $3.6 billion of which the annual addressable market in India is expected to approach $300 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.
Our approach to the wind energy markets allows our customers to use our world-class turbine engineering capabilities while
minimizing their research and development costs. These services and our advanced electrical control systems provide our customers
with the ability to produce standardized or next-generation wind turbines at scale for their local market or the global market quickly
and cost-effectively. Our team of highly experienced engineers works with clients to customize turbine designs specifically tailored
to local markets while providing ongoing access to field services support and future technological advances.
Grid market overview
It is widely believed that the electricity grid in the U.S. is in need of modernization through a technology upgrade if it is to
maintain reliability and adapt to the changing market needs. In fact, a report written by The White House in 2013 and titled,
“Economic Benefits of Increasing Electric Grid Resilience to Weather Outages” found that economic damage from weather-related
power outages averaged between $18 and $33 billion per year between 2003 and 2012 – and went as high as $75 billion in 2008 and
$52 billion in 2012, as a result of damage caused by Hurricanes Ike and Sandy, respectively. Furthermore, the electric grid is also
vulnerable to equipment failure, acts of terror, and threats to cyber security. Recent events and the reliance of safety, security, and
economy on the electricity grid have prompted broad recognition worldwide of the need to modernize and enhance the reliability
and security of power grids.
Power grid operators worldwide face various challenges, including:
•
•
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.
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
from extended power outages in urban load centers, worsening situations where the personal safety of residents and the
economic health of business are threatened.
•
Our solutions for the grid market
6
We address these challenges in the Grid market by providing services and solutions designed to increase the power grid’s
capacity, reliability, security and efficiency. We also provide advanced ship protection equipment for the U.S Navy in this segment
as each Navy ship can be thought of as having its own power grid. Our solutions include:
•
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 no 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
o
Resilient Electric Grid 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 billion to $2 billion.
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 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. We believe that once we are qualified
on a ship platform for SPS, we could sell SPS to the Navy for the duration of the build for the
platform, as well as open 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
grid constraints and determine how our solutions might improve network performance. These services often lead to
sales of grid interconnection solutions for wind farms and solar power plants, power quality systems for utilities and
heavy industrial operations and transmission and distribution cable systems. Our transmission planners work with our
customers on the following solutions:
7
o
o
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. AMSC estimates the annual addressable market for FACTS
systems such as D-VAR (excluding D-VAR VVO "VVO") to be $600 million.
D-SVC Systems. Our D-SVC systems are a cost-effective solution that allows large industrial loads
to operate on the AC power system while minimizing the impacts of voltage sags and flicker
problems, and also provides dynamic, distribution level voltage regulation and power factor control
solutions for utilities. Our D-SVC system automatically applies VARs on a cycle-by-cycle basis to
maintain steady line voltages adjacent to large inductive loads such as motors, welders, arc furnaces
and pipeline pumping stations.
D-VAR® VVO. We believe 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.
Core Technologies
Superconductors
Our second generation (“2G”) HTS wire technology helps us address the smart grid infrastructure market opportunity by
providing components and solutions designed to increase the power grid’s capacity, reliability, security and efficiency. Our wire,
known as Amperium wire, conducts electricity with zero resistance below about -297 degrees Fahrenheit. Additionally, our 2G wire
has the ability to switch to a resistive state whenever a fault current exceeds a predetermined value. This characteristic is a key
enabler to our REG system. The technology can be used in many applications including electricity transmission cables,
superconducting generators, voltage regulators and degaussing systems for naval vessels. Superconductor power cables, which are a
class of high-capacity, environmentally-benign, and easy-to-install transmission and distribution cables, address power grid capacity
issues by increasing the thermal limit of existing or new corridors. Superconductor power cables are cylindrically shaped systems
consisting of HTS wires (which conduct electricity) surrounded by electrical insulation encased in a metal or polymeric jacket.
Currently, power cables are made primarily using copper wires. Power cables incorporating our Amperium wire are able to
carry up to 10 times the electrical current of copper cables of the same diameter. These cable systems also bring efficiency
advantages. Traditional cable systems heat up due to the electrical resistance of copper, causing electrical losses. Electrical losses at
transmission voltage 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 and the power grid’s architecture and characteristics, among other factors. Conversely, HTS materials can
carry direct current (“DC”) with 100% efficiency and AC with nearly 100% efficiency when they are cooled below a critical
temperature. As a result, AC HTS power cables lose significantly less power to resistive heating than copper cables, and DC HTS
power cables have no energy losses due to resistive heating.
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PowerModule Power Converters
Our family of PowerModule power electronic converters incorporates power semiconductor devices that switch, control and
move large amounts of power faster and with far less disruption than the electromechanical switches historically used. While today
our PowerModule systems are used primarily in our ECS and D-VAR systems, they also have been incorporated into electric motor
drives, distributed and dispersed generation devices (micro-turbines, fuel cells, and photovoltaics), power quality solutions,
batteries, and flywheel-based uninterruptible power supplies.
Research and Development
Our research and development expenses were $12.5 million, $12.3 million and $11.9 million in fiscal 2016, fiscal 2015 and
fiscal 2014, respectively.
Customers
We have designed wind turbines for, or licensed wind turbine designs to, more than 10 wind turbine manufacturing customers
including Inox in India. We have also served over 100 customers in the grid market since our inception, including American Electric
Power, Long Island Power Authority, M.A. Mortensen Company, and Renewable Energy Systems, LLC in the United States, EDF
Group in France, Korean Electric Power Corporation in Korea, SSE plc in the United Kingdom, Consolidated Power Projects (Pty)
Ltd in South Africa, and Ergon Energy in Australia. We serve customers globally through a localized sales and field service presence
in our core target markets. Additionally, our sales personnel in the United States are supported by manufacturers' representatives.
Facilities and manufacturing
Our primary facilities and their primary functions are as follows:
• Devens, Massachusetts — Corporate headquarters, superconductors research, development and manufacturing,
FACTS product engineering and manufacturing
• New Berlin, Wisconsin — Power electronics and controls research and development
• Klagenfurt, Austria — Wind turbine engineering
•
Timisoara, Romania – Electrical Control System and PowerModule power converter manufacturing
Our global footprint also includes sales and field service offices in China, Australia, Germany, India, Korea and the United
Kingdom.
Sales and marketing
Our strategy is to serve customers locally in our core target markets through a direct sales force operating out of sales offices
worldwide. In addition, we utilize manufacturers’ sales representatives in the United States to market our products to utilities in
North America. The sales force also leverages business development staff for our various offerings as well as our team of wind
turbine engineers and power grid transmission planners, all of whom help to ensure that we have an in-depth understanding of
customer needs and provide cost-effective solutions for those needs.
In fiscal 2016, 2015 and 2014, Inox accounted for 59%, 62% and 56% of our total revenues, respectively, and no other
customer accounted for more than 10% of our total revenues in each of those fiscal years.
The portion of total revenue recognized from customers located outside the United States was 78%, 85% and 86% for fiscal
2016, 2015 and 2014, respectively. Of the revenue recognized from customers outside the United States, we recognized 75%, 73%
and 65% from customers in India for fiscal 2016, 2015 and 2014, respectively, and we recognized 3%, 10% and 17% from
customers in China in fiscal 2016, 2015 and 2014, respectively. For additional financial information, see the notes to consolidated
financial statements included herein, including Note 17, “Business Segments”.
Our foreign operations, particularly our operations in India, China and other emerging markets, expose us to a variety of
risks. For a discussion of additional risks associated with our foreign operations, see Item 1A, “Risk Factors – We have operations
in, and that depend on sales in, emerging markets, including India, and global conditions could negatively affect our operating
results or limit our ability to expand our operations outside of these markets. Changes in India’s political, social, regulatory and
economic environment may affect our financial performance.”
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Backlog
We had backlog at March 31, 2017 of approximately $65.6 million from government and commercial customers, compared
to $88.9 million at March 31, 2016. Current backlog represents the value of contracts and purchase orders received for which
delivery is expected during the next twelve months based on contractually agreed-upon terms. The year over year decrease in
backlog is driven by lower backlog in both the Wind and Grid business units. See Item 7 – “Management’s Discussion and Analysis
of Financial Condition and Results of Operation”, for further discussion of the strategic agreements entered into with Inox.
Competition
We face competition in various aspects of our technology and product development. We believe that competitive performance
in the marketplace depends upon several factors, including technical innovation, range of products and services, product quality and
reliability, customer service and technical support.
Wind
We face competition from companies offering power electronic converters for use in applications for which we expect to sell
our PowerModule products. These companies include ABB, Hopewind, Semikron, Shinergy, Vacon, and Xantrex (a subsidiary of
Schneider Electric).
We face competition from companies offering various types of wind turbine electrical system components, which include
ABB, Ingeteam, Mita-Teknik, and Woodward. We also face indirect competition in the wind energy market from global
manufacturers of wind turbines, such as Gamesa, General Electric, Suzlon, and Vestas.
We face competition for the supply of wind turbine engineering design services from design engineering firms such as GL
Garrad Hassan, and from licensors of wind turbine systems such as Aerodyn.
Grid
We face competition from other companies offering FACTS systems similar to our D-VAR products. These include static var
compensators (“SVCs”) from ABB, General Electric, AREVA, Mitsubishi Electric, and Siemens; adaptive VAR compensators and
STATCOMs produced by ABB, Siemens, and S&C Electric; Dynamic voltage restorers (“DVRs”) produced by companies such as
ABB and S&C Electric; and flywheels and battery-based uninterruptable power supply (“UPS”) systems offered by various
companies around the world.
We face competition both from suppliers of traditional utility solutions and from companies who are developing HTS wires.
We also face competition for our Amperium wire from a number of companies in the United States and abroad. These include
Superconductor Technologies and Superpower (a subsidiary of Furukawa) in the United States; Fujikura and Sumitomo in Japan;
SuNAM in South Korea; BASF Corporation in Europe (“BASF”), Innova and Shanghai Creative Superconductor in China; and
SuperOx in Russia. With our HTS-based REG product, we are offering a new approach that provides alternatives to utilities for
power system design. Therefore, we believe that we compete with traditional approaches such as new full-sized substations,
overhead and underground transmission, and urban power transformers.
We believe we are currently the only company that can offer HTS-based SPS products that have been fully qualified for use
aboard Navy surface combatants. Therefore, the primary competition for our SPS products is currently coming from defense
contractors that provide the copper-based systems that our lighter, more efficient HTS versions have been developed to
replace. Companies such as L3, Excelis, Raytheon, and Textron have the bulk of the copper-based business today. However, over
time, as the HTS-based SPS proliferate to the fleet, companies that have the capability to manufacture and/or package HTS wire into
robust, turn-key systems will likely attempt to duplicate our products, and thus additional competition is expected from more
traditional HTS competitors such as those listed above.
Many of our competitors have substantially greater financial resources, research and development, manufacturing and
marketing capabilities than we do. In addition, as our target markets develop, other large industrial companies may enter these fields
and compete with us.
Patents, licenses and trade secrets
Patent Background
10
An important part of our business strategy is to develop a strong worldwide patent position in all of our technology areas. Our
intellectual property (“IP”) portfolio includes both patents we own and patents we license from others. We devote substantial
resources to building a strong patent position. As of March 31, 2017, we owned (either solely or jointly) 93 U.S. patents and 7 U.S.
patent applications on file. We also hold licenses from third parties covering more than 60 issued U.S. patents and patent
applications. Together with the international counterparts of each of these patents and patent applications, we own 385 patents and
patent applications worldwide, and have rights through exclusive and non-exclusive licenses to more than 150 additional patents and
patent applications. We believe that our current patent position, together with our ability to obtain licenses from other parties to the
extent necessary, will provide us with sufficient proprietary rights to develop and sell our products. However, for the reasons
described below, we cannot assure you that this will be the case.
Despite the strength of our patent position, a number of U.S. and foreign patents and patent applications of third parties relate
to our current products, to products we are developing, or to technology we are now using in the development or production of our
products. We may need to acquire licenses to those patents, contest the scope or validity of those patents, or design around patented
processes or applications as necessary. If companies holding patents or patent applications that we need to license are competitors,
we believe the strength of our patent portfolio will significantly improve our ability to enter into license or cross-license
arrangements with these companies. We have already successfully negotiated cross-licenses with several competitors. We may be
required to obtain licenses to some patents and patent applications held by companies or other institutions, such as national
laboratories or universities, not directly competing with us. Those organizations may not be interested in cross-licensing or, if
willing to grant licenses, may charge unreasonable royalties. We have successfully obtained licenses related to HTS wire from a
number of such organizations with royalties we consider reasonable. Based on historical experience, we expect that we will be able
to obtain other necessary licenses on commercially reasonable terms. However, we cannot provide any assurance that we will be
able to obtain all necessary licenses from competitors on commercially reasonable terms, or at all.
Failure to obtain all necessary patents, licenses and other IP rights upon reasonable terms could significantly reduce the scope
of our business and have a material adverse effect on our results of operations. We do not now know the likelihood of successfully
contesting the scope or validity of patents held by others. In any event, we could incur substantial costs in challenging the patents of
other companies. Moreover, third parties could challenge some of our patents or patent applications, and we could incur substantial
costs in defending the scope and validity of our own patents or patent applications whether or not a challenge is ultimately
successful.
Wind and Grid Patents
We have received patents and filed a significant number of additional patent applications on power quality and reliability
systems, including our D-VAR products. Our products are covered by more than 60 patents and patents pending worldwide on both
our systems and power converter products. The patents and applications focus on inventions that significantly improve product
performance and reduce product costs, thereby providing a competitive advantage. One invention of note allows for a reduction in
the number of power inverters required in the system by optimally running the inverters in overload mode, thereby significantly
reducing overall system costs. Another important invention uses inverters to offset transients due to capacitor bank switching, which
provides improved system performance.
Under our Windtec Solutions™ brand, we design a variety of wind turbine systems and license these designs, including
expertise and patent rights, to third parties for an upfront fee, plus in some cases, future royalties. Our wind turbine designs are
covered by more than 30 patents and patents pending worldwide on wind turbine technology. We have patent coverage on the unique
design features of our blade pitch control system, which ensures optimal aerodynamic flow conditions on the turbine blades and
improves system efficiency and performance. The pitch system includes a patented SafetyLOCK™ feature that causes the blades to
rotate to a feathered position to prevent the rotor blades from spinning during a fault.
We recognize the importance of IP protection in China and believe that China is steadily moving toward recognizing and
acting in accordance with international norms for IP. As such, we have incorporated China in our patent strategy for all of our
various products. Nevertheless, we recognize that the risk of IP piracy is still higher in China than in most other industrialized
countries, and so we are careful to limit the technology we provide through our product sales in China. While we take the steps
necessary to ensure the safety of our IP, we cannot provide any assurance that these measures will be fully successful. For example,
see Part I, Item 3, “Legal Proceedings,” for more information regarding legal proceedings that we have undertaken against Sinovel
Wind Group Co., Ltd (“Sinovel”) alleging the illegal use of our intellectual property.
HTS Patents
Since the discovery of high temperature superconductors in 1986, rapid technical advances have characterized the HTS
industry, which in turn have resulted in a large number of patents, including overlapping patents, relating to superconductivity. As a
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result, the patent situation in the field of HTS technology and products is unusually complex. We have obtained licenses to patents
and patent applications covering some HTS materials. We have acquired exclusive rights (through 2017) to a fundamental U.S.
patent (U.S. 8,060,169 B1) covering 2G and similar HTS wire and applications and are currently evaluating whether to negotiate
with the licensor to extend the exclusivity period, to exercise our rights to continue to use such patent under a non-exclusive license
or to allow our rights under the license to lapse. However, we may have to obtain additional licenses to HTS materials and, upon
expiration of U.S. 8,060,169, to the materials covered by such patent.
We are focusing on the production of our Amperium wire, and we intend to continue to maintain a leadership position in 2G
HTS wire through a combination of patents, licenses and proprietary expertise. In addition to our owned patents and patent
applications in 2G HTS wire, we have obtained licenses from (i) MIT for the MOD process we use to deposit the YBCO layer,
(ii) Alcatel-Lucent on the YBCO material, and (iii) the University of Tennessee/Battelle for the RABiTS® process we use for the
substrate and buffer layers for this technology. During fiscal 2015, we entered into a Joint Development Agreement (“JDA”) and
licensed certain of our HTS manufacturing process technology to BASF. Under the JDA, we agreed with BASF to develop a new
solutions-based deposition technology for the interface layers of our Amperium wire. Should this development effort be successful,
any newly developed intellectual property as a result of the JDA will be owned by BASF, but we will have the right to incorporate
this new technology into our manufacturing process on a royalty-free basis. Alternatively, we could purchase HTS wire directly
from BASF should they decide to manufacture and sell HTS wire. If alternative processes become more promising in the future, we
also expect to seek to develop a proprietary position in these alternative processes.
We have a significant number of patents and patents pending covering applications of HTS wire, such as HTS fault current
limiting technology including our fault current limiting cable, HTS rotating machines and ship protection systems. Since the
superconductor rotating machine and the fault current limiting cable applications are relatively new, we are building a particularly
strong patent position in these areas. At present, we believe we have the world’s broadest and most fundamental patent position in
superconductor rotating machines technology. We have also filed a series of patents on our concept for our proprietary fault current
limiting technology. However, there can be no assurance that that these patents will be sufficient to assure our freedom of action in
these fields without further licensing from others. See Part I, Item 1A, “Risk Factors,” for more information regarding the status of
the commercialization of our Amperium wire products.
Trade Secrets
Some of the important technology used in our operations and products is not covered by any patent or patent application
owned by or licensed to us. However, we take steps to maintain the confidentiality of this technology by requiring all employees and
all consultants to sign confidentiality agreements and by limiting access to confidential information. We cannot provide any
assurance that these measures will prevent the unauthorized disclosure or use of that information. For example, see Part I, Item 3,
“Legal Proceedings,” for more information regarding legal proceedings that we have filed against Sinovel alleging the illegal use of
our intellectual property. In addition, we cannot provide any assurance that others, including our competitors, will not independently
develop the same or comparable technology that is one of our trade secrets.
Employees
As of March 31, 2017, we employed 354 persons. None of our employees is represented by a labor union.
In April 2017, we announced that our board of directors had approved a plan to reduce our global workforce by
approximately 8%, effective April 4, 2017. The majority of the affected employees were located at our Devens, Massachusetts
office location. The purpose of the workforce reduction was to reduce operating expenses to better align with our current revenues.
Available information
Our internet address is www.amsc.com. We are not including the information contained in our website as part of, or
incorporating it by reference into, this document. We make available, free of charge, through our website our annual reports on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such materials with, or
furnish such materials to, the SEC.
We intend to disclose on our website any amendments to, or waivers of, our Code of Business Conduct and Ethics that are
required to be disclosed pursuant to the SEC or Nasdaq rules.
Executive officers of the registrant
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The table and biographical summaries set forth below contain information with respect to our executive officers as of the date
of this filing:
Name
Daniel P. McGahn
John W. Kosiba, Jr.
Age
45 President, Chief Executive Officer and Director
44 Senior Vice President, Chief Financial Officer and Treasurer
Position
Daniel P. McGahn joined us in December 2006 and has been chief executive officer and a member of our board of directors
since June 2011. He previously served as president and chief operating officer from December 2009 to June 2011, as senior vice
president and general manager of our AMSC Superconductors business unit from April 2008 until December 2009, as vice president
of our AMSC Superconductors business unit from March 2007 to April 2008 and as vice president of strategic planning and
development from December 2006 to March 2007. From 2003 to 2006, Mr. McGahn served as executive vice president and chief
marketing officer of Konarka Technologies. We believe Mr. McGahn’s qualifications to sit on our board of directors include his
extensive experience with our company, including serving as our president since 2009, experience in the power electronics industry
and strategic planning expertise gained while working in senior management as a consultant for other public and private companies.
John W. Kosiba, Jr. was appointed senior vice president, chief financial officer and treasurer effective April 4, 2017. Mr.
Kosiba joined us as managing director, finance operations, in June 2010. He then served as vice president, finance operations, from
September 2011 to May 2013. Prior to his appointment as senior vice president and chief financial officer, Mr. Kosiba served most
recently as senior vice president, Gridtec solutions and finance operations, where he was responsible for (i) overseeing finance and
accounting operations, budgeting, strategic planning and financial planning and analysis for the company, and (ii) managing the day-
to-day business operations of our Gridtec solutions’ business segment. From January 2008 until June 2010, Mr. Kosiba served as
division director and controller of Amphenol Aerospace, a division of Amphenol Corporation and a manufacturer of interconnect
products for the military, commercial aerospace and industrial markets. In this role, Mr. Kosiba was responsible for overseeing
finance, accounting, budgeting, audit and all aspects of financial planning and analysis for the division.
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Item 1A.
RISK FACTORS
Risks Related to Our Financial Performance
We have a history of operating losses, which may continue in the future. Our operating results may fluctuate significantly
from quarter to quarter and may fall below expectations in any particular fiscal quarter.
We have recorded net losses in each of the last three fiscal years, including a net loss of $27.4 million for the fiscal year
ended March 31, 2017, and it is unlikely that we will be profitable in fiscal 2017. We cannot be certain that we will regain
profitability in the future.
There is currently substantial uncertainty in our business, which makes it difficult to evaluate our business and future
prospects. In addition, our operating results historically have been difficult to predict and have at times fluctuated from quarter to
quarter due to a variety of factors, many of which are outside of our control. As a result of all of these factors, comparing our
operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of
our future performance. In addition, we have in the past, and may continue to, provide public guidance on our expected operating
and financial results for future periods. Such guidance is comprised of forward-looking statements subject to the risks and
uncertainties described in this report and in our other public filings and statements. Our actual results may not always be in line with
or exceed the guidance we have provided. If our revenue or operating results fall below the expectations of investors or any
securities analysts that follow our company in any period or we do not meet our guidance, the trading price of our common stock
would likely decline.
Our operating expenses do not always vary directly with revenue and may be difficult to adjust in the short term. As a result,
if revenue for a particular quarter is below our expectations, we may not be able to proportionately reduce operating expenses for
that quarter, and therefore such a revenue shortfall would have a disproportionate effect on our operating results for that quarter.
We have a history of negative operating cash flows, and we may require additional financing in the future, which may not be
available to us.
As of March 31, 2017, we had approximately $27.7 million of cash, cash equivalents, and restricted cash, and during the
fiscal year ended March 31, 2017, we used $11.2 million in cash for our operating activities. We have experienced substantial net
losses, including a net loss of $27.4 million for the fiscal year ended March 31, 2017. From April 1, 2011 through the date of this
Annual Report, our various restructuring activities have resulted in a substantial reduction of our global workforce, including our
announcements in April 2017 that we are exploring options for moving our manufacturing and administrative operations in Devens,
Massachusetts to a nearby, smaller-scale building and reducing our global workforce by approximately 8%. We plan to continue to
closely monitor our expenses and, if required, will further reduce operating costs and capital spending to enhance liquidity.
Our liquidity is highly dependent on our ability to profitably grow our revenues, control our operating costs, and secure
additional financing, if required. We may require additional capital to conduct our business and adequately respond to future
business challenges or opportunities, including, but not limited to, the need to develop new products or enhance existing products,
maintaining or expanding research and development projects, to collateralize performance bonds or letters of credit, and the need to
build inventory or to invest other cash to support business growth. In order to raise additional capital, we may offer shares of our
common stock or other securities convertible into or exchangeable for our common stock. To the extent that we raise additional
capital through the sale of equity or convertible debt securities, the ownership interest of each of our existing stockholders will be
diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common
stockholders.
In the event that additional liquidity is required, there can be no assurance that such financing would be available or, if
available, that such financing could be obtained upon terms acceptable to us, which would have a material adverse effect on our
business, financial condition and prospects.
We may be required to issue performance bonds or provide letters of credit, which restricts our ability to access any cash used
as collateral for the bonds or letters of credit.
While we have been required to provide performance bonds in the form of surety bonds or other forms of security and letters
of credit in the past, the size of the bonds and letters of credit was not material. In recent years, we have entered into contracts that
require us to post bonds of significant magnitude and some of our suppliers have asked us to provide letters of credit. In many
instances, we have been required to deposit cash in escrow accounts as collateral for these instruments, which is unavailable to us
for general use for significant periods of time. Should we be unable to obtain performance bonds or letters of credit in the future,
14
significant future potential revenue could become unavailable to us. Further, should our working capital situation deteriorate, we
would not be able to access the restricted cash to meet working capital requirements.
Changes in exchange rates could adversely affect our results from operations.
Currency exchange rate fluctuations could have an adverse effect on our revenues and results of operations, and we could
experience losses with respect to hedging activities. In fiscal 2016, 78% of our revenues were recognized from sales outside the
United States. In addition, approximately 61% of our revenues in fiscal 2016 were derived under sales contracts where prices were
denominated in the Euro. Unfavorable currency fluctuations could require us to increase prices to foreign customers, which could
result in a lesser number of orders, and therefore lower revenues, from such customers. Alternatively, if we do not adjust the prices
for our products in response to unfavorable currency fluctuations, our results of operations could be adversely affected. In addition,
most sales made by our foreign subsidiaries are denominated in the currency of the country in which these products are sold, and the
currency they receive in payment for such sales could be less valuable at the time of receipt as a result of exchange rate fluctuations.
However, we cannot be certain that our efforts will be adequate to protect us against significant currency fluctuations or that such
efforts will not expose us to additional exchange rate risks.
If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely
financial statements could be impaired and may lead investors and other users to lose confidence in our financial data.
Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial statements.
We note that a system of procedures and controls, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all systems of
procedures and controls, no evaluation can provide absolute assurance that all control issues, including instances of fraud, if any,
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns
can occur because of simple errors or mistakes. Additionally, procedures and controls can be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override. The design of any system of procedures and controls
also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions. Over time, our systems of procedures and controls, as
we further develop and enhance them, may become inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective system of procedures and controls,
misstatements due to errors or fraud may occur and not be detected. Such misstatements could be material and require a restatement
of our financial statements.
If we are unable to maintain effective internal controls, we may not have adequate, accurate or timely financial information,
and we may be unable to meet our reporting obligations or comply with the requirements of the SEC or the Sarbanes-Oxley Act of
2002, which could result in the imposition of sanctions, including the inability of registered broker dealers to make a market in our
common stock, or investigation by regulatory authorities. Any such action or other negative results caused by our inability to meet
our reporting requirements or comply with legal and regulatory requirements or by disclosure of an accounting, reporting or control
issue could adversely affect the trading price of our securities and our business. Significant deficiencies or material weaknesses in
our internal control over financial reporting could also reduce our ability to obtain financing or could increase the cost of any
financing we obtain.
Risks Related to Our Operations
A significant portion of our revenues are derived from a single customer. If this customer’s business is negatively affected, it
will adversely impact our business
Our largest customer is Inox in India. Inox accounted for 59% of our total revenues during the fiscal year ended March 31,
2017, and 62% of our revenues during the fiscal year ended March 31, 2016, and 56% of our total revenues during the fiscal year
ended March 31, 2015. Revenues from Inox are supported by a supply contract to purchase, and a license to make, use and supply,
wind turbine ECS. If Inox cancels or does not perform under such contracts or discontinues future purchases from us under the
supply contract, we would likely be unable to replace the related revenues. In this regard, certain states in India are seeking to re-
negotiate recent power purchase agreements, which include feed-in tariffs that are higher than the tariff resulting from the nation’s
first wind power auction in February 2017, resulting in delays and uncertainty for some wind energy projects in India. Such actions
have negatively affected shipments of ECS by us to Inox, resulting in lower than expected revenue in the fourth quarter of fiscal
2016. Although we believe, based on our discussions with Inox, that this demand dislocation is temporary, we can provide no
assurance that these or other actions in the future will not have a negative effect on our business. Any of the foregoing actions would
have a material adverse impact on our operating results and financial position.
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Our financial condition may have an adverse effect on our customer and supplier relationships.
Our relationships with our customers and suppliers are predicated on the belief that we will continue to operate. Our
customers, particularly in the utility industry, are generally risk averse and may not enter into sales contracts with us if there is
uncertainty regarding our ability to continue operating through the term of our warranty obligation. This has had, and may continue
to have, an adverse effect on our ability to grow our revenues. In addition, current and future suppliers may be less likely to grant us
credit, resulting in a negative impact on our working capital and cash flows.
Our contracts with the U.S. government are subject to audit, modification or termination by the U.S. government and include
certain other provisions in favor of the government. The continued funding of such contracts remains subject to annual
congressional appropriation, which, if not approved, could reduce our revenue and lower or eliminate our profit.
As a company that contracts with the U.S. government, we are subject to financial audits and other reviews by the U.S.
government of our costs and performance, accounting, and general business practices relating to these contracts. Based on the results
of these audits, the U.S. government may adjust our contract-related costs and fees. We cannot be certain that adjustments arising
from government audits and reviews would not have a material adverse effect on our results of operations.
Our U.S. government contracts customarily contain other provisions that give the government substantial rights and
remedies, many of which are not typically found in commercial contracts, including provisions that allow the government to:
•
•
•
•
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.
All of our U.S. government contracts can be terminated by the U.S. government for its convenience, including our contract
with the Department of Homeland Security (“DHS”) to deploy our REG system in Commonwealth Edison’s (“ComEd”) electric
grid in Chicago, Illinois (“Project REG”). Moving to the manufacturing and construction stage of Project REG is dependent upon
both DHS and ComEd agreeing to proceed following the successful completion of a detailed deployment plan. We can provide no
assurance that DHS and ComEd will agree to proceed with the project. Termination-for-convenience provisions typically provide
only for our recovery of costs incurred or committed, and for settlement of expenses and profit on work completed prior to
termination. In addition to the right of the U.S. government to terminate its contracts with us, U.S. government contracts are
conditioned upon the continuing approval by the U.S. Congress of the necessary spending to honor such contracts. Congress often
appropriates funds for a program on a fiscal year basis even though contract performance may take more than one year.
Consequently, at the beginning of many major governmental programs, contracts often may not be fully funded, and additional
monies are then committed to the contract only if, as and when appropriations are made by the U.S. Congress for future fiscal years.
We cannot be certain that our U.S. government contracts, including our contract for Project REG, will not be terminated or
suspended in the future. The U.S. government’s termination of, or failure to fully fund, one or more of our contracts would have a
negative impact on our operating results and financial condition. Further, in the event that any of our government contracts are
terminated for cause, it could affect our ability to obtain future government contracts which could, in turn, seriously harm our ability
to develop our technologies and products.
Our success in addressing the wind energy market is dependent on the manufacturers that license our designs.
Because an important element of our strategy for addressing the wind energy market involves the license of our wind turbine
designs to manufacturers of those systems, the financial benefits to us from our products for the wind energy market are dependent
on the success of these manufacturers in selling wind turbines based on our designs. We may not be able to enter into marketing or
distribution arrangements with third parties on financially acceptable terms, or at all, and third parties may not be successful in
selling our products or applications incorporating our products.
Our success is dependent upon attracting and retaining qualified personnel and our inability to do so could significantly
damage our business and prospects.
We have attracted a highly skilled management team and specialized workforce, including scientists, engineers, researchers,
manufacturing, marketing and sales professionals. Hiring and retaining good personnel for our business is challenging, and highly
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qualified technical personnel are likely to remain a limited resource for the foreseeable future. We may not be able to hire the
necessary personnel to implement our business strategy. In addition, we may need to provide higher compensation or more training
to our personnel than we currently anticipate. Moreover, any officer or employee can terminate his or her relationship with us at any
time.
Over the past several years, we have substantially reduced our global workforce in order to lower expenses, reorganize our
global operations, and streamline various functions of the business, to match the demand for our products. We recently announced
that the board of directors of the Company approved a plan to reduce the Company’s global workforce by approximately 8%,
effective April 4, 2017. Employee retention may be a particularly challenging issue following reductions in workforce and
organizational changes since we also must continue to motivate employees and keep them focused on our strategies and goals.
Losing the services of any of our executive officers or key employees could materially and adversely impact our business.
Failure to successfully execute any move of our Devens, Massachusetts manufacturing facility or achieve expected savings
following any move could adversely impact our financial performance.
As part of our effort to increase manufacturing efficiency, we intend to move our manufacturing facility located in Devens,
Massachusetts to a nearby smaller-scale facility. If the move is successful, we expect that our Grid products, including D-VAR®
systems, VVO products, HTS wire, and ship protection system products will be produced exclusively at the new facility. Moving
production to a different plant involves various risks, including the inability to commence manufacturing within the cost and
timeframe estimated, damage to equipment, inability to produce a high quality product, shipping delays, and the inability to hire and
to retain a sufficient number of qualified personnel. Failure to successfully implement a move of our Devens, Massachusetts facility
due to these and other unforeseen risks could adversely affect our ability to meet customer demand for Grid products and could
increase the cost of production versus projections, both of which could adversely impact our operating and financial results.
We may not realize all of the sales expected from our backlog of orders and contracts.
We cannot assure you that we will realize the revenue we expect to generate from our backlog in the periods we expect to
realize such revenue, or at all.
In addition, the backlog of orders, if realized, may not result in profitable revenue. Backlog represents the value of contracts
and purchase orders received for which delivery is expected in the next twelve months. Our customers have the right under some
circumstances and with some penalties or consequences to terminate, reduce or defer firm orders that we have in backlog. In
addition, our government contracts are subject to the risks described below. If our customers terminate, reduce or defer firm orders,
we may be protected from certain costs and losses, but our sales will nevertheless be adversely affected and we may not generate the
revenue we expect.
Although we strive to maintain ongoing relationships with our customers, there is an ongoing risk that they may cancel orders
or reschedule orders due to fluctuations in their business needs or purchasing budgets.
Our business and operations would be adversely impacted in the event of a failure or security breach of our information
technology infrastructure.
We rely upon the capacity, reliability, and security of our information technology hardware and software infrastructure and
our ability to expand and update this infrastructure in response to our changing needs. We are constantly updating our information
technology infrastructure. Any failure to manage, expand, and update our information technology infrastructure or any failure in the
operation of this infrastructure could harm our business.
Despite our implementation of security measures, our systems are vulnerable to damages from computer viruses, natural
disasters, unauthorized access and other similar disruptions. Our business is also subject to break-ins, sabotage, and intentional acts
of vandalism by third parties as well as employees. Our business activities in China may increase our risks to such breaches. For
example, a former employee of our Austrian subsidiary pled guilty in September 2011 to charges of economic espionage and
fraudulent manipulation of data. The evidence presented during the trial showed that this former employee was contracted by
Sinovel through an intermediary while employed by us and improperly obtained and transferred to Sinovel portions of our wind
turbine control software source code developed for Sinovel’s 1.5MW wind turbines. Moreover, the evidence shows that this former
employee illegally used source code to develop, for Sinovel, a software modification to circumvent the encryption and remove
technical protection measures on the PM3000 power converters in 1.5MW wind turbines in the field. Any system failure, accident,
or security breach could result in disruptions to our operations. To the extent that any disruption or security breach results in a loss or
damage to our data, or inappropriate disclosure of confidential information, it could harm our business. In addition, we may be
required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.
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We rely upon third-party suppliers for the components and subassemblies of many of our Wind and Grid products, making us
vulnerable to supply shortages and price fluctuations, which could harm our business.
Many of our components and subassemblies are currently manufactured for us by a limited number of qualified suppliers.
Any interruption in the supply of components or subassemblies, or our inability to obtain substitute components or subassemblies
from alternate sources at acceptable prices in a timely manner, could impair our ability to meet the demand of our customers, which
would have an adverse effect on our business and operating results.
We are producing certain Wind products in our manufacturing facility in Romania. In order to minimize costs and time to
market, we have and will continue to identify local suppliers that meet our quality standards to produce certain of our subassemblies
and components. These efforts may not be successful. In addition, any event which negatively impacts our supply, including, among
others, wars, terrorist activities, natural disasters and outbreaks of infectious disease, could delay or suspend shipments of products
or the release of new products or could result in the delivery of inferior products. Our revenues from the affected products would
decline or we could incur losses until such time as we are able to restore our production processes or put in place alternative contract
manufacturers or suppliers. Even though we carry business interruption insurance policies, we may suffer losses as a result of
business interruptions that exceed the coverage available under our insurance policies.
Many of our revenue opportunities are dependent upon subcontractors and other business collaborators.
Many of the revenue opportunities for our business involve projects, such as the installation of superconductor cables in
power grids and electrical system hardware in wind turbines, in which we collaborate with other companies, including suppliers of
cryogenic systems, manufacturers of electric power cables and manufacturers of wind turbines. As a result, most of our current and
planned revenue-generating projects involve business collaborators on whose performance our revenue is dependent. If these
business collaborators fail to deliver their products or perform their obligations on a timely basis or fail to generate sufficient
demand for the systems they manufacture, our revenue from the project may be delayed or decreased, and we may not be successful
in selling our products.
If we fail to implement our business strategy successfully, our financial performance could be harmed.
Our future financial performance and success are dependent in large part upon our ability to implement our business strategy
successfully. Our business strategy envisions several initiatives, including driving revenue growth and enhancing operating results
by increasing customer adoption of our products by targeting high-growth segments with commercial products, pursuing overseas
markets, anticipating customer needs in the development of system-level solutions, strengthening our technology leadership while
lowering cost and pursuing targeted strategic alliances. We may not be able to implement our business strategy successfully or
achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be
adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating
results may not improve to the extent we anticipate, or at all. In addition, to the extent we have misjudged the nature and extent of
industry trends or our competition, we may have difficulty in achieving our strategic objectives. Any failure to implement our
business strategy successfully may adversely affect our business, financial condition and results of operations. In addition, we may
decide to alter or discontinue certain aspects of our business strategy at any time.
Our ability to implement our business strategy could also be affected by a number of factors beyond our control, such as
increased competition, legal developments, government regulation, general economic conditions, or increased operating costs or
expenses.
Problems with product quality or product performance may cause us to incur warranty expenses and may damage our market
reputation and prevent us from achieving increased sales and market share.
Consistent with customary practice in our industry, we guarantee our products and/or services to be free from defects in
material and workmanship under normal use and service. We generally provide a one- to three-year warranty on our products,
commencing upon installation. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense
based on historical experience. The possibility of future product failures or issues related to services we provided could cause us to
incur substantial expenses to repair or replace defective products or re-perform such services. Furthermore, widespread product
failures may damage our market reputation and reduce our market share and cause sales to decline.
Many of our customers outside of the United States may be either directly or indirectly related to governmental entities, and
we could be adversely affected by violations of the United States Foreign Corrupt Practices Act and similar worldwide anti-
bribery laws outside the United States.
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The U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws in non-U.S. jurisdictions generally prohibit
companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining
business. Many of our customers outside of the United States are, either directly or indirectly, related to governmental entities and
are therefore subject to such anti-bribery laws. Our policies mandate compliance with these anti-bribery laws. We operate in many
parts of the world that have experienced governmental corruption to some degree, and in certain circumstances strict compliance
with anti-bribery laws may conflict with local customs and practices. Our internal control policies and procedures may not always
protect us from reckless or criminal acts committed by our employees or agents. Violations of these laws, or allegations of such
violations, could disrupt our business and result in a material adverse effect on our business, results of operations and financial
condition.
We have had limited success marketing and selling our superconductor products and system-level solutions, and our failure
to more broadly market and sell our products and solutions could lower our revenue and cash flow.
To date, we have had limited success marketing and selling our superconductor products and system-level solutions, and
there are few people who have significant experience marketing or selling superconductor products and system-level solutions. Once
our products and solutions are ready for widespread commercial use, we will have to develop a marketing and sales organization
that will effectively demonstrate the advantages of our products over both more traditional products and competing superconductor
products or other technologies. We may not be successful in our efforts to market this technology and we may not be able to
establish an effective sales and distribution organization.
We may decide to enter into arrangements with third parties for the marketing or distribution of our products, including
arrangements in which our products, such as Amperium wire, are included as a component of a larger product, such as a power cable
system. By entering into marketing and sales alliances, the financial benefits to us of commercializing our products will be
dependent on the efforts of others.
We may acquire additional complementary businesses or technologies, which may require us to incur substantial costs for
which we may never realize the anticipated benefits.
Our prior acquisitions required substantial integration and management efforts. As a result of any acquisition we pursue,
management’s attention and resources may be diverted from our other businesses. An acquisition may also involve the payment of a
significant purchase price, which could reduce our cash position or dilute our stockholders, and require significant transaction-
related expenses.
Achieving the benefits of any acquisition involves additional risks, including:
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;
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• mistaken assumptions about volumes, revenue and costs, including synergies;
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limitations on rights to indemnity from the seller;
• mistaken assumptions about the overall costs of equity or debt used to finance the acquisition; and
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unforeseen difficulties operating in new product areas, with new customers, or in new geographic areas.
We cannot provide any assurance that we will realize any of the anticipated benefits of any acquisition, and if we fail to
realize these anticipated benefits, our operating performance could suffer.
Risks Related to Our Markets
Our success depends upon the commercial use of high temperature superconductor (“HTS”) products, which is currently
limited, and a widespread commercial market for our products may not develop.
To date, there has been no widespread commercial use of HTS products. Even if the technological hurdles currently limiting
commercial uses of HTS products are overcome, it is uncertain whether a robust commercial market for those new and unproven
products will ever develop. To date, many projects to install superconductor cables and products in power grids have been funded or
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subsidized by the governmental authorities. If this funding is curtailed, grid operators may not continue to use superconductor cables
and products in their projects.
In addition, we believe in-grid demonstrations of superconductor power cables are necessary to convince utilities and power
grid operators of the benefits of this technology. Even if a project is funded, completion of projects can be delayed as a result of
other factors.
It is possible that the market demands we currently anticipate for our HTS products will not develop and that they will never
achieve widespread commercial acceptance. In such event, we would not be able to implement our strategy, and our profits could be
reduced or eliminated. Even if a commercial market for our HTS products were to develop, commercial terms requested by utilities
and power grid operators relating to bonding requirements, limitations of liability, warranty periods, or other contractual provisions,
may not be acceptable to us, which could impede our ability to enter into contractual arrangements for the sale of our HTS products.
Growth of the wind energy market depends largely on the availability and size of government subsidies, economic incentives
and legislative programs designed to support the growth of wind energy.
At present, the cost of wind energy exceeds the cost of conventional power generation in many locations around the world.
Various governments have used different policy initiatives to encourage or accelerate the development and adoption of wind energy
and other renewable energy sources. Renewable energy policies are in place in the European Union, certain countries in Asia,
including India, China, Japan and South Korea, and many of the states in Australia and the United States. Examples of government
sponsored financial incentives include capital cost rebates, feed-in tariffs, tax credits, net metering and other incentives to end-users,
distributors, system integrators and manufacturers of wind energy products to promote the use of wind energy and to reduce
dependency on other forms of energy. In the United States, various legislation and regulations designed to support the growth of
wind energy have been implemented or proposed by the federal government, such as the Production Tax Credit for Renewable
Energy (PTC) and the Clean Power Plan. Governments may decide to reduce or eliminate these economic incentives, or curtail
legislative programs supportive of wind energy technologies for political, financial or other reasons. For example, during the 2016
presidential election campaign, the new U.S. presidential administration made comments suggesting that it was not supportive of
various clean energy programs and initiatives designed to curtail global warming. Reductions in, or eliminations of, government
subsidies, economic incentives or favorable legislative programs before the wind energy industry reaches a sufficient scale to be
cost-effective in a non-subsidized marketplace could reduce demand for our products and adversely affect our business prospects
and results of operations.
We have operations in, and depend on sales in, emerging markets, including India, and global conditions could negatively
affect our operating results or limit our ability to expand our operations outside of these markets. Changes in India’s political,
social, regulatory and economic environment may affect our financial performance.
We have operations in India and in recent years a significant portion of our total revenues has been derived from customers in
this market. Our financial performance depends upon our ability to carry on our operations and market our products in markets such
as India, as well as other emerging markets around the world. We are, and will continue to be, subject to financial, political,
economic and business risks in connection with our operations and sales in these emerging markets. In addition to the business risks
inherent in developing and servicing these markets, economic conditions may be more volatile, legal and regulatory systems less
developed and predictable, and the possibility of various types of adverse governmental action more pronounced in emerging
markets. In addition, inflation, fluctuations in currency and interest rates, competitive factors, civil unrest and labor problems could
affect our revenues, expenses and results of operations. Our operations could also be adversely affected by acts of war, terrorism or
the threat of any of these events as well as government actions such as controls on imports, exports and prices, tariffs, new forms of
taxation, or changes in fiscal regimes and increased government regulation in the countries in which we operate or service
customers. Unexpected or uncontrollable events or circumstances in any of these markets could have a material adverse effect on
our financial results and cash flows.
Our financial performance could be affected by the political and social environment in India. In recent years, India has
experienced civil unrest and terrorism and has been involved in conflicts with neighboring countries. The potential for hostilities
between India and Pakistan has been high in light of tensions related to recent terrorist incidents in India and the unsettled nature of
the regional geopolitical environment, including events in and related to Afghanistan and Iraq.
With respect to our activities in all emerging markets, we may be impacted by issues with managing foreign sales operations,
including long payment cycles, potential difficulties in accounts receivable collection and, especially from significant customers,
fluctuations in the timing and amount of orders. The adverse effect of any of these issues on our business could be increased due to
the concentration of our business with a small number of customers. Operations in foreign countries also expose us to risks relating
to difficulties in enforcing our proprietary rights, currency fluctuations and adverse or deteriorating economic conditions. If we
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experience problems with obtaining registrations, compliance with foreign country or applicable U.S. laws, or if we experience
difficulties in payments or intellectual property matters in foreign jurisdictions, or if significant political, economic or regulatory
changes occur, our results of operations would be adversely affected.
Our products face intense competition, which could limit our ability to acquire or retain customers.
The markets for our products are intensely competitive and many of our competitors have substantially greater financial
resources, research and development, manufacturing and marketing capabilities than we do. In addition, as our target markets
develop, other large industrial companies may enter these fields and compete with us.
Our Wind business faces competition for the supply of wind turbine engineering design services from design engineering
firms such as GL Garrad Hassan, and from licensors of wind turbine systems such as Aerodyn.
Our Wind business also faces competition from companies offering power electronic converters for use in applications for
which we expect to sell our PowerModule products. These companies include ABB, Hopewind, Semikron, Shinergy, Vacon and
Xantrex (a subsidiary of Schneider Electric).
Finally, our Wind business faces competition from companies offering wind turbine electrical system components, including
ABB, Ingeteam, Mita-Teknik, and Woodward. We also face indirect competition in the wind energy market from global
manufacturers of wind energy systems, such as Gamesa, General Electric, Suzlon and Vestas.
Our Grid business faces competition from companies offering FACTS systems similar to our D-VAR products. These include
SVCs from ABB, General Electric, AREVA, Mitsubishi Electric and Siemens; adaptive VAR compensators and STATCOMs
produced by ABB, Siemens, and S&C Electric; dynamic voltage restorers produced by companies such as ABB and S&C Electric;
and flywheels and battery-based UPS systems offered by various companies around the world.
Our Grid business also faces competition both from suppliers of traditional wires made from materials such as copper and
from companies who are developing HTS wires.
Finally, our Grid business faces competition for our Amperium wire from a number of companies in the United States and
abroad who are developing 2G HTS wire technology. These include Superconductor Technologies and Superpower (a subsidiary of
Furukawa) in the United States; Fujikura, and Sumitomo in Japan; SuNAM in South Korea; BASF in Europe; Innova and Shanghai
Creative Superconductor in China; and SuperOx in Russia. With our HTS-based REG product, we are offering a new approach that
provides alternatives to utilities for power system design. Therefore, we believe that we compete with traditional approaches such
as new full-sized substations, overhead and underground transmission, and urban power transformers.
We believe we are currently the only company that can offer HTS-based SPS that have been fully qualified for use aboard
Navy surface combatants. Therefore, the primary competition for our SPS products is currently coming from defense contractors
that provide the copper-based systems that our lighter, more efficient HTS versions have been developed to replace. Companies
such as L3, Excelis, Raytheon and Textron have the bulk of the copper-based business today. However, over time, as the HTS-based
SPS proliferate to the fleet, companies that have the capability to manufacture and/or package HTS wire into robust, turn-key
systems will most likely attempt to duplicate our products and thus additional competition is expected from more traditional HTS
competitors such as those listed above.
As the HTS wire, superconductor electric motors and generators, and power electronic systems markets develop, other large
industrial companies may enter those fields and compete with us. If we are unable to compete successfully, it may harm our
business, which in turn may limit our ability to acquire or retain customers.
Our international operations are subject to risks that we do not face in the United States, which could have an adverse effect
on our operating results.
In recent years, a substantial majority of our consolidated revenues were recognized from customers outside of the United
States. For example, 78% of our revenues in fiscal 2016 and 85% of our revenues in fiscal 2015 were recognized from sales outside
the United States. Our international operations are subject to a variety of risks that we do not face in the United States, including:
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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;
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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.
In addition, the new U.S. presidential administration has withdrawn the United States from the Trans-Pacific Partnership
trade agreement and has made various comments suggesting the possible re-negotiation of or withdrawal from other trade
agreements and the potential imposition of new import barriers. We cannot predict whether the United States or any other country
will impose new quotas, tariffs, taxes or other trade barriers upon the importation or exportation of our products or gauge the effect
that new barriers would have on our financial position or results of operations.
Our overall success in international markets depends, in part, upon our ability to succeed in differing legal, regulatory,
economic, social and political conditions. We may not be successful in developing and implementing policies and strategies that will
be effective in managing these risks in each country where we do business or conduct operations. Our failure to manage these risks
successfully could harm our international operations and reduce our international sales, thus lowering our total revenue and reducing
or eliminating our profits.
Adverse changes in domestic and global economic conditions could adversely affect our operating results.
We have become increasingly subject to the risks arising from adverse changes in domestic and global economic conditions.
In recent years, the state of both the domestic and global economies has been uncertain due to the difficulty in obtaining credit, weak
economic recovery, and financial market volatility. Adverse credit conditions in the future could have a negative impact on our
ability to execute on future strategic activities. In addition, if credit is difficult to obtain in the future, some customers may delay or
reduce purchases. This could result in reductions in sales of our products, longer sales cycles, slower adoption of new technologies,
increased accounts receivable and inventory write-offs and increased price competition. Any of these events would likely harm our
business, results of operations and financial condition.
Risks Related to Our Technologies
We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.
We rely on trade secrets to protect our proprietary technologies, especially where we do not believe patent protection is
appropriate or obtainable. However, trade secrets are difficult to protect. We rely, in part, on confidentiality agreements with our
employees, contractors, consultants, outside scientific collaborators and other advisors to protect our trade secrets and other
proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide
an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently
discover our trade secrets or independently develop processes or products that are similar or identical to our trade secrets and courts
outside the United States may be less willing to protect trade secrets. Costly and time-consuming litigation could be necessary to
enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely
affect our competitive business position.
For example, based, in part, upon evidence obtained through an internal investigation and a criminal investigation conducted
by Austrian authorities regarding the actions of a former employee of our Austrian subsidiary, we believe that Sinovel illegally
obtained and used our intellectual property in violation of civil and criminal intellectual property laws. In July 2011, a former
employee of our Austrian subsidiary was arrested in Austria on charges of economic espionage and fraudulent manipulation of data.
In September 2011, the former employee pled guilty to the charges, and was imprisoned. On September 13, 2011, we commenced a
series of legal actions in China against Sinovel and other parties alleging the illegal use of our intellectual property. We cannot
provide any assurance as to the outcome of these legal actions. This or future litigation with Sinovel could result in substantial costs
and divert management’s attention and resources, which could have an adverse effect on our business, operating results and financial
condition. In addition, such proceedings may make it more difficult to finance our operations. If we are unsuccessful in this
litigation and fail to maintain adequate protection of this intellectual property, our competitive business position would be adversely
affected. For more information about these legal proceedings, see Part I, Item 3, “Legal Proceedings.”
Our patents may not provide meaningful protection for our technology, which could result in us losing some or all of our
market position.
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We own or have licensing rights under many patents and pending patent applications. However, the patents that we own or
license may not provide us with meaningful protection of our technologies and may not prevent our competitors from using similar
technologies, for a variety of reasons, such as:
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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.
Moreover, we could incur substantial litigation costs in defending the validity of or enforcing our own patents. We also rely
on trade secrets and proprietary know-how to protect our intellectual property. However, our non-disclosure agreements and other
safeguards may not provide meaningful protection for our trade secrets and other proprietary information. If the patents that we own
or license or our trade secrets and proprietary know-how fail to protect our technologies, our market position may be adversely
affected.
There are a number of technological challenges that must be successfully addressed before our superconductor products can
gain widespread commercial acceptance, and our inability to address such technological challenges could adversely affect our
ability to acquire customers for our products.
Many of our superconductor products are in the early stages of commercialization, while others are still under development.
There are a number of technological challenges that we must successfully address to complete our development and
commercialization efforts for superconductor products. We will also need to improve the performance and reduce the cost of our
Amperium wire to expand the number of commercial applications for it. We may be unable to meet such technological challenges or
to sufficiently improve the performance and reduce the costs of our Amperium wire. Delays in development, as a result of
technological challenges or other factors, may result in the introduction or commercial acceptance of our superconductor products
later than anticipated.
Third parties have or may acquire patents that cover the materials, processes and technologies we use or may use in the
future to manufacture our Amperium products, and our success depends on our ability to license such patents or other
proprietary rights.
We expect that some or all of the HTS materials, processes and technologies we use in designing and manufacturing our
products are or will become covered by patents issued to other parties, including our competitors. The owners of these patents may
refuse to grant licenses to us, or may be willing to do so only on terms that we find commercially unreasonable. If we are unable to
obtain these licenses, we may have to contest the validity or scope of those patents or re-engineer our products to avoid infringement
claims by the owners of these patents. It is possible that we will not be successful in contesting the validity or scope of a patent, or
that we will not prevail in a patent infringement claim brought against us. Even if we are successful in such a proceeding, we could
incur substantial costs and diversion of management resources in prosecuting or defending such a proceeding.
Our technology and products could infringe intellectual property rights of others, which may require costly litigation and, if
we are not successful, could cause us to pay substantial damages and disrupt our business.
In recent years, there has been significant litigation involving patents and other intellectual property rights in many
technology-related industries. There may be patents or patent applications in the United States or other countries that are pertinent to
our products or business of which we are not aware. The technology that we incorporate into and use to develop and manufacture
our current and future products, including the technologies we license, may be subject to claims that they infringe the patents or
proprietary rights of others. The success of our business will also depend on our ability to develop new technologies without
infringing or misappropriating the proprietary rights of others. Third parties may allege that we infringe patents, trademarks or
copyrights, or that we misappropriated trade secrets. These allegations could result in significant costs and diversion of the attention
of management. If a successful claim were brought against us and we are found to infringe a third party’s intellectual property rights,
we could be required to pay substantial damages, including treble damages if it is determined that we have willfully infringed such
rights, or be enjoined from using the technology deemed to be infringing, or using, making or selling products deemed to be
infringing. If we have supplied infringing products or technology to third parties, we may be obligated to indemnify these third
parties for damages they may be required to pay to the patent holder and for any losses they may sustain as a result of the
infringement. In addition, we may need to attempt to license the intellectual property right from such third party or spend time and
money to design around or avoid the intellectual property. Any such license may not be available on reasonable terms, or at all. An
adverse determination may subject us to significant liabilities and/or disrupt our business.
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Risks Related to Our Legal Matters
We have filed a demand for arbitration and other lawsuits against our former largest customer, Sinovel, regarding amounts
we contend are overdue. We cannot be certain as to the outcome of these proceedings.
On March 31, 2011, Sinovel refused to accept contracted scheduled shipments with a revenue value of approximately $65.2
million. In addition, as of March 31, 2011, we had approximately $62.0 million of receivables (excluding value-added tax)
outstanding from Sinovel. We have not received payment from Sinovel for these outstanding receivables that are now past due, nor
have we been notified as to when, if ever, they will accept contracted shipments that were scheduled for delivery after March 31,
2011. No payment has been received from Sinovel since early March 2011. Because Sinovel did not give us notice that it intended to
delay deliveries as required under the contracts, we believe that these actions constitute material breaches of our contracts.
Additionally, we believe that Sinovel illegally obtained and used our intellectual property in violation of civil and criminal
intellectual property laws.
On September 13, 2011, we filed a claim for arbitration against Sinovel in Beijing, China to compel Sinovel to pay us for past
product shipments and to accept all contracted but not yet delivered core electrical components and spare parts under all existing
contracts with us. In addition, we have filed civil complaints in China against Sinovel alleging the illegal use of our intellectual
property. Sinovel has filed counterclaims against us with the Beijing Arbitration Commission for breach of the same contracts under
which we filed our original arbitration claim. Sinovel claims, among other things, that the goods supplied by us do not conform to
the standards specified in the contracts and has claimed net damages in the amount of approximately 1.2 billion Chinese yuan
(“RMB”) (approximately $174 million). Sinovel also filed a claim with the Beijing Arbitration Commission against us for breach of
the same contracts under which we filed our original arbitration claim. Sinovel claimed, among other things, that the goods supplied
by us do not conform to the standards specified in the contracts and claimed damages in the amount of approximately RMB
105.0 million (approximately $15 million). As the legal proceedings continue, we and Sinovel may identify additional amounts in
dispute. We cannot provide any assurance as to the outcome of these legal actions or that, if we prevail, we ultimately will be able to
collect any amounts awarded. Moreover, these legal proceedings could result in the incurrence of significant legal and related
expenses, which may not be recoverable depending on the outcome of the litigation. An award by the arbitration panel or court in
favor of Sinovel and/or the incurrence of significant legal fees that are not recoverable could adversely impact our operating results.
For more information about these legal proceedings, see Part I, Item 3, “Legal Proceedings.”
We have been named as a party in various legal proceedings, and we may be named in additional litigation, all of which will
require significant management time and attention, result in significant legal expenses and may result in an unfavorable
outcome, which could have a material adverse effect on our business, operating results and financial condition.
We are and may become subject to various legal proceedings and claims that arise in or outside the ordinary course of
business. Certain current lawsuits and pending proceedings are described under Part I, Item 3. “Legal Proceedings.”
The results of these lawsuits and future legal proceedings cannot be predicted with certainty. Also, our insurance coverage
may be insufficient, our assets may be insufficient to cover any amounts that exceed our insurance coverage, and we may have to
pay damage awards or otherwise may enter into settlement arrangements in connection with such claims. Any such payments or
settlement arrangements in current or future litigation could have a material adverse effect on our business, operating results or
financial condition. Even if the plaintiffs’ claims are not successful, current future litigation could result in substantial costs and
significantly and adversely impact our reputation and divert management’s attention and resources, which could have a material
adverse effect on our business, operating results or financial condition. In addition, such lawsuits may make it more difficult to
finance our operations.
Risks Related to Our Common Stock
Our common stock has experienced, and may continue to experience, significant market price and volume fluctuations,
which may prevent our stockholders from selling our common stock at a profit and could lead to costly litigation against us that
could divert our management’s attention.
The market price of our common stock has historically experienced significant volatility and may continue to experience such
volatility in the future. Factors such as our financial performance, liquidity requirements, technological achievements by us and our
competitors, the establishment of development or strategic relationships with other companies, strategic acquisitions, new customer
orders and contracts, and our introduction of commercial products may have a significant effect on the market price of our common
stock. The stock market in general, and the stock of high technology companies, in particular, have, in recent years, experienced
extreme price and volume fluctuations, which are often unrelated to the performance or condition of particular companies. Such
broad market fluctuations could adversely affect the market price of our common stock. Due to these factors, the price of our
common stock may decline and investors may be unable to resell their shares of our common stock for a profit. Following periods of
24
volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that
company. In the past, we have been subject to a number of class action lawsuits which were filed against us on behalf of certain
purchasers of our common stock. If we become subject to additional litigation of this kind in the future, it could result in additional
substantial litigation costs, a damages award against us and the further diversion of our management’s attention.
Item 1B.
UNRESOLVED STAFF COMMENTS
Not applicable.
Item 2.
PROPERTIES
Our corporate headquarters and Grid manufacturing operations are located in a 355,000-square-foot facility owned by us and
located in Devens, Massachusetts.
We also occupy leased facilities located in New Berlin, Wisconsin; Suzhou, China; Klagenfurt, Austria; and Timisoara,
Romania with a combined total of approximately 180,000 square feet of space. These leases have varying expiration dates through
March 2021 which can generally be terminated at our request after a six month advance notice. Our other locations focus primarily
on applications engineering, sales and/or field service and do not have significant leases or physical presence. We believe all of these
facilities are well-maintained and suitable for their intended uses.
The following table summarizes information regarding our significant leased and owned properties, as of March 31, 2017:
Location
Supporting
Square footage
Owned/Leased
United States
Devens, Massachusetts
New Berlin, Wisconsin
Corporate & Grid Segment
Wind & Grid Segments
China
Suzhou & Beijing
Wind Segment
Austria
Klagenfurt
Romania
Timisoara
Wind Segment
Wind Segment
Item 3.
LEGAL PROCEEDINGS
355,000
50,000
39,000
28,000
62,000
Owned
Leased
Leased
Leased
Leased
On September 13, 2011, we commenced a series of legal actions in China against Sinovel. Our Chinese subsidiary, Suzhou
AMSC Superconductor Co. Ltd., filed a claim for arbitration with the Beijing Arbitration Commission in accordance with the terms
of our supply contracts with Sinovel. The case is captioned (2011) Jing Zhong An Zi No. 0963. On March 31, 2011, Sinovel refused
to accept contracted shipments of 1.5 MW and 3 MW wind turbine core electrical components and spare parts that we were prepared
to deliver. We allege that these actions constitute material breaches of our contracts because Sinovel did not give us notice that it
intended to delay deliveries as required under the contracts. Moreover, we allege that Sinovel has refused to pay past due amounts
for prior shipments of core electrical components and spare parts. We are seeking compensation for past product shipments and
retention (including interest) in the amount of approximately RMB 485 million (approximately $70 million) due to Sinovel’s
breaches of our contracts. We are also seeking specific performance of our existing contracts as well as reimbursement of all costs
and reasonable expenses with respect to the arbitration. The value of the undelivered components under the existing contracts,
including the deliveries refused by Sinovel in March 2011, amounts to approximately RMB 4.6 billion (approximately $667
million).
On October 8, 2011, Sinovel filed with the Beijing Arbitration Commission an application under the caption (2011) Jing
Zhong An Zi No. 0963, for a counterclaim against us for breach of the same contracts under which we filed our original arbitration
claim. Sinovel claims, among other things, that the goods supplied by us do not conform to the standards specified in the contracts
and claims damages in the amount of approximately RMB 370 million (approximately $54 million). On October 17, 2011, Sinovel
filed with the Beijing Arbitration Commission a request for change of counterclaim to increase its damage claim to approximately
RMB 1 billion (approximately $145 million). On December 22, 2011, Sinovel filed with the Beijing Arbitration Commission an
additional request for change of counterclaim to increase its damages claim to approximately RMB 1.2 billion (approximately $174
25
million). On February 27, 2012, Sinovel filed with the Beijing Arbitration Commission an application under the caption (2012) Jing
Zhong An Zi No. 0157, against us for breach of the same contracts under which we filed our original arbitration claim. Sinovel
claims, among other things, that the goods supplied by us do not conform to the standards specified in the contracts and claims
damages in the amount of approximately RMB 105 million (approximately $15 million). We believe that Sinovel’s claims are
without merit and we intend to defend these actions vigorously. Since the proceedings in this matter are still in the early technical
review phase, we cannot reasonably estimate possible losses or range of losses at this time.
We also submitted a civil action application to the Beijing No. 1 Intermediate People’s Court under the caption (2011) Yi
Zhong Min Chu Zi No. 15524, against Sinovel for software copyright infringement on September 13, 2011. The application alleges
Sinovel’s unauthorized use of portions of our wind turbine control software source code developed for Sinovel’s 1.5MW wind
turbines and the binary code, or upper layer, of our software for the PM3000 power converters in 1.5MW wind turbines. In July
2011, a former employee of our Austrian subsidiary was arrested in Austria on charges of economic espionage and fraudulent
manipulation of data. In September 2011, the former employee pled guilty to the charges, and was imprisoned. As a result of our
internal investigation and a criminal investigation conducted by Austrian authorities, we believe that this former employee was
contracted by Sinovel through an intermediary while employed by us and improperly obtained and transferred to Sinovel portions of
our wind turbine control software source code developed for Sinovel’s 1.5MW wind turbines. Moreover, we believe the former
employee illegally used source code to develop for Sinovel a software modification to circumvent the encryption and remove
technical protection measures on the PM3000 power converters in 1.5MW wind turbines in the field. We are seeking a cease and
desist order with respect to the unauthorized copying, installation and use of our software, monetary damages of approximately
RMB 38 million (approximately $6 million) for our economic losses and reimbursement of all costs and reasonable expenses. The
Beijing No. 1 Intermediate People’s Court accepted the case, which was necessary in order for the case to proceed. On September
15, 2014, the Beijing No. 1 Intermediate People’s Court held its first substantive hearing in the Beijing case. At the hearing, the
parties presented evidence, reviewed claims, and answered questions from the court. On April 24, 2015, we received notification
from the Beijing No. 1 Intermediate People’s Court that it dismissed the case for what it cited was a lack of evidence. On May 6,
2015, we filed an appeal of the Beijing No. 1 Intermediate People’s Court decision to dismiss the case with the Beijing Higher
People’s Court. On September 8, 2015, the Beijing Higher People’s Court held its first substantive hearing on our appeal of the
Beijing No. 1 Intermediate People’s Court’s dismissal of the case. At the hearing, the parties presented evidence and answered
questions from the court. We are awaiting a decision from the Beijing Higher People’s Court.
We submitted a civil action application to the Beijing Higher People’s Court against Sinovel and certain of its employees for
trade secret infringement on September 13, 2011 under the caption (2011) Gao Min Chu Zi No. 4193. The application alleges the
defendants’ unauthorized use of portions of our wind turbine control software source code developed for Sinovel’s 1.5MW wind
turbines as described above with respect to the Copyright Action. We are seeking monetary damages of approximately RMB 2.9
billion (approximately $421 million) for the trade secret infringement as well as reimbursement of all costs and reasonable expenses.
The Beijing Higher People’s Court has accepted the case, which was necessary in order for the case to proceed. On December 22,
2011 the Beijing Higher People’s Court transferred the case to the Beijing No. 1 Intermediate People’s Court under the caption
(2011) Gao Min Chu Zi No. 4193. On June 7, 2012, we received an Acceptance Notice from the Beijing No.1 Intermediate People’s
Court under the caption (2012) Yi Zhong Min Chu Zi No.6833. The Beijing No. 1 Intermediate Court held the first substantive
hearing on May 11, 2015. On June 15, 2015, we submitted a request for the withdrawal of our complaint to the Beijing No. 1
Intermediate Court. On June 16, 2015, the Beijing No. 1 Intermediate Court granted our request. We immediately filed a civil
action application to the Beijing Intellectual Property Court against the same parties and seeking the same amount of monetary
damages for trade secret infringement on June 16, 2015 under the caption (2015) Jin Zhi Min Chu Zi No. 1135. On January 18,
2016, the Beijing Intellectual Property Court held its first substantive hearing on our trade secret infringement case. At the hearing,
the parties presented evidence, reviewed claims and answered questions from the court. We are awaiting a decision from the Beijing
Intellectual Property Court.
On September 16, 2011, we filed a civil copyright infringement complaint in the Hainan Province No. 1 Intermediate
People’s Court against Dalian Guotong Electric Co. Ltd. (“Guotong”), a supplier of power converter products to Sinovel, and
Huaneng Hainan Power, Inc. (“Huaneng”), a wind farm operator that has purchased Sinovel wind turbines containing Guotong
power converter products. The case is captioned (2011) Hainan Yi Zhong Min Chu Zi No. 62. The application alleges that our
PM1000 converters in certain Sinovel wind turbines have been replaced by converters produced by Guotong. Because the Guotong
converters are being used in wind turbines containing our wind turbine control software, we believe that our copyrighted software is
being infringed. We are seeking a cease and desist order with respect to the unauthorized use of our software, monetary damages of
approximately RMB 1.2 million (approximately $0.2 million) for our economic losses (with respect to Guotong only) and
reimbursement of all costs and reasonable expenses. The court has accepted the case, which was necessary in order for the case to
proceed. In addition, upon the request of the defendant Huaneng, Sinovel has been added by the court to this case as a defendant and
Huaneng has been released from this case. On November 18, 2014, the Hainan No. 1 Intermediate People’s Court held its first
substantive hearing in the Hainan case. At the hearing, the parties presented evidence, reviewed claims, and answered questions
from the court. On June 3, 2015, we received notification from the Hainan No. 1 Intermediate People’s Court that it dismissed the
case for what it cited was a lack of evidence. On June 18, 2015, we filed an appeal of the Hainan No. 1 Intermediate People’s Court
26
decision to dismiss the case with the Hainan Higher People’s Court. On August 20, 2015, the Hainan Higher People’s Court
accepted the appeal under the caption (2015) QiongZhi Min Zhong Zi No. 6. On November 26, 2015, the Hainan Higher People’s
Court held its first substantive hearing on our appeal of the Hainan No. 1 Intermediate People’s Court’s dismissal of the case. On
August 17, 2016, we received notification from the Hainan Higher People’s Court that it dismissed the case for what it cited was a
lack of evidence. We intend to file an appeal of the Hainan Higher People’s Court’s decision with China’s Supreme People’s Court.
China’s Supreme People’s Court has discretion to decide whether to hear the appeal.
Item 4.
MINE SAFETY DISCLOSURES
Not Applicable.
27
PART II
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock has been listed on the NASDAQ Global Select Market under the symbol “AMSC” since 1991. The
following table sets forth the high and low sales price per share of our common stock as reported on the NASDAQ Global Select
Market for each quarter of the two most recent fiscal years.
Fiscal year ended March 31, 2017:
First quarter
Second quarter
Third quarter
Fourth quarter
Fiscal year ended March 31, 2016:
First quarter
Second quarter
Third quarter
Fourth quarter
Holders
Common Stock
Price
High
Low
$
$
12.50 $
9.63
8.55
7.82
10.89 $
5.94
7.89
9.05
7.44
6.21
6.01
5.86
5.10
3.26
3.81
5.28
The number of holders of record of our common stock on May 23, 2017 was 151.
Dividend Policy
We have never paid cash dividends on our common stock. We currently intend to retain earnings, if any, to fund the
development and growth of our business and do not anticipate paying cash dividends for the foreseeable future. Payment of future
cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our
financial condition, operating results, current and anticipated cash needs and plans for expansion. The Term Loans with Hercules
Technology Growth Capital, Inc. which are discussed further in Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, prohibit us from paying cash dividends.
Stock Performance Graph
The following graph compares the cumulative total stockholder return on our common stock from March 31, 2012 to
March 31, 2017 with the cumulative total return of (i) the Russell 2000 Index and (ii) the Russell Microcap Index. This graph
assumes the investment of $100.00 on March 31, 2012 in our common stock, the Russell 2000 Index and the Russell Microcap
Index, and assumes any dividends are reinvested. Measurement points are March 31, 2012; March 31, 2013; March 31, 2014;
March 31, 2015; March 31, 2016; and March 31, 2017.
28
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among American Superconductor Corporation, the Russell 2000 Index
and the Russell Microcap Index
Company/Index
American Superconductor Corp.
Russell Microcap
Russell 2000
3/31/2012
100.00
100.00
100.00
3/31/2013
64.81
115.27
114.60
3/31/2014
39.80
151.72
141.28
3/31/2015
15.63
155.68
150.88
3/31/2016
18.45
133.63
134.17
3/31/2017
16.65
168.71
166.92
29
Item 6.
SELECTED FINANCIAL DATA
The following selected financial data reflects the results of operations and balance sheet data for the fiscal years ended
March 31, 2013 to 2017. Per share data has been restated to reflect the 1-for-10 reverse stock split effected on March 24, 2015. The
information set forth below is not necessarily indicative of results of future operations and should be read in conjunction with
Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial
statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data,” of this Form 10-K, in order to
understand further the factors that may affect the comparability of the financial data presented below.
Revenues
Net loss
Net loss per common share - basic
Net loss per common share - diluted
Total assets
Working capital
Cash, cash equivalents, marketable securities and restricted cash
Long term debt, net of discount
Stockholders’ equity
Fiscal year ended March 31,
2017
2016
2015
2014
2013
(In thousands, except per share data)
$
75,195 $
96,023 $
70,530 $
84,117 $
87,419
(27,373)
(23,139)
(48,656)
(56,258)
(66,131)
(1.98)
(1.98)
(1.76)
(1.76)
(5.74)
(5.74)
(8.98)
(8.98)
(12.46)
(12.46)
100,244
135,318
133,825
168,509
216,754
23,483
27,744
—
60,226
42,334
40,721
1,367
83,549
17,319
24,548
3,877
35,459
49,421
6,380
40,428
50,199
9,248
79,893
112,259
125,118
Included in the net loss for the fiscal year ended March 31, 2017 was stock-based compensation expense of $2.9 million, gain
on sale of our minority investment of $0.3 million, and a gain from the change in fair value of warrants and derivatives of $1.3
million. Included in the net loss for the fiscal year ended March 31, 2016 was stock-based compensation expense of $3.2 million,
restructuring and impairment charges of $0.8 million, gains on sales of our minority investments of $3.1 million, non-cash interest
expense of $0.4 million, and a loss from the change in fair value of warrants and derivatives of $0.2 million. Included in the net loss
for the fiscal year ended March 31, 2015 was stock-based compensation expense of $5.9 million, restructuring and impairment
charges of $5.4 million, non-cash interest expense of $0.6 million, arbitration award expense of $9.0 million and a gain from the
change in fair value of warrants and derivatives of $4.0 million. Included in the net loss for the fiscal year ended March 31, 2014
was stock-based compensation expense of $10.7 million, restructuring and impairment charges of $3.0 million, a prepaid value
added tax reserve of $1.4 million, non-cash interest expense of $7.7 million, a loss on extinguishment of debt of $5.2 million and a
gain from the change in fair value of warrants and derivatives of $1.9 million. Included in the net loss for the fiscal year ended
March 31, 2013 was stock-based compensation expense of $8.1 million, restructuring and impairment charges of $7.9 million, a loss
contingency of $1.8 million, non-cash interest expense of $12.4 million as well as gains from the change in fair value of warrants
and derivatives and recoveries of adverse purchase commitments of $7.6 million and $7.8 million, respectively.
30
Item 7.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Executive Overview
We are a leading provider of megawatt-scale solutions that lower the cost of wind power and enhance the performance of the
power grid. In the wind power market, we enable manufacturers to field highly competitive wind turbines through our advanced
power electronics products, engineering, and support services. In the power grid market, we enable electric utilities and renewable
energy project developers to connect, transmit and distribute power through our transmission planning services and power
electronics and superconductor-based products. Our wind and power grid products and services provide exceptional reliability,
security, efficiency and affordability to our customers.
Our wind and power grid solutions help to improve energy efficiency, alleviate power grid capacity constraints and increase
the adoption of renewable energy generation. Demand for our solutions is driven by the growing needs for renewable sources of
electricity, such as wind and solar energy, and for modernized smart grids that improve power reliability, security and quality.
Concerns about these factors have led to increased spending by corporations as well as supportive government regulations and
initiatives on local, state, national and global levels, including renewable portfolio standards, tax incentives and international
treaties.
We manufacture products using two proprietary core technologies: PowerModule programmable power electronic converters
and our Amperium high temperature superconductor (HTS) wires. These technologies and our system-level solutions are protected
by a broad and deep intellectual property portfolio consisting of hundreds of patents and licenses worldwide.
We operate our business under two market-facing business units: Wind and Grid. We believe this market-centric structure
enables us to more effectively anticipate and meet the needs of wind turbine manufacturers, power generation project developers and
electric utilities.
(cid:404)
(cid:404)
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.
Our fiscal year begins on April 1 and ends on March 31. When we refer to a particular fiscal year, we are referring to the
fiscal year beginning on April 1 of that same year. For example, fiscal 2016 refers to the fiscal year beginning on April 1, 2016.
Other fiscal years follow similarly.
We have experienced recurring operating losses and as of March 31, 2017 had an accumulated deficit of $955.6 million. In
addition, we have experienced recurring negative operating cash flows and our Wind segment revenues decreased substantially in
fiscal 2016 compared to fiscal 2015. From April 1, 2011 through the date of this filing, we have reduced our global workforce
substantially, including an 8% reduction in force, primarily affecting employees in our Devens, Massachusetts facility, effective
April 4, 2017. At March 31, 2017, we had cash and cash equivalents of $26.8 million. Cash used in operations for the year ended
March 31, 2017 was $11.2 million. On January 27, 2017, we entered into an At Market Issuance Sales Agreement ("ATM"), under
which we were permitted to sell, at our discretion, up to $10.0 million of shares of our common stock. During the three months
ended March 31, 2017, we realized net proceeds of $2.5 million from the sale of 379,693 shares of our common stock at an average
price of $6.79 per share. See also "Liquidity and Capital Resources" below for additional discussion.
Over the last several years, we have entered into several debt and equity financing arrangements in order to enhance
liquidity. During the fiscal years ended March 31, 2013 through 2017, we have generated aggregate cash flows from financing
activities of $69.9 million. In addition, on May 10, 2017, we completed an additional equity offering, which generated net proceeds
31
of approximately $14.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable
by us. We terminated the ATM in conjunction with this offering. See Note 9, “Debt”, Note 12, “Stockholders’ Equity”, and Note 19
“Subsequent Events” for further discussion of these financing arrangements.
Our cash requirements depend on numerous factors, including the successful completion of our product development
activities, our ability to commercialize our Resilient Electric Grid (“REG”) and ship protection system solutions, rate of customer
and market adoption of our products, collecting receivables according to established terms, and the continued availability of U.S.
government funding during the product development phase of our Superconductors-based products. In December 2015, we entered
into a set of strategic agreements valued at approximately $210.0 million with Inox, which includes a multi-year supply contract
pursuant to which we will supply electric control systems to Inox and a license agreement allowing Inox to manufacture a limited
number of electrical control systems over the next three to four years. After this initial three to four year period, Inox agreed that we
will continue as Inox’s preferred supplier and Inox will be required to purchase from us a majority of its electric control systems
requirements for an additional three-year period. Significant deviations to our business plan with regard to these factors and events,
including any prolonged disruption in our revenues with our largest customers, which are important drivers to our business, could
have a material adverse effect on our operating performance, financial condition, and future business prospects. We expect to pursue
the expansion of our operations through internal growth, diversification of our customer base, and potential strategic alliances. See
“Liquidity and Capital Resources” below for additional discussion.
Business Goals
We intend to pursue the following goals during fiscal year 2017.
• Complete remaining obligations under our agreement with the DHS to deploy our REG system in ComEd’s electric
grid, and, subject to the agreement of DHS and ComEd, proceed to the manufacturing and construction phase of the
project.
• Receive an order for SPS from the U.S. Navy.
• Have at least one additional city perform a REG deployment study.
• Receive the first commercial orders for VVO.
•
Increase our grid sales over the prior year.
We intend to pursue the following goals during fiscal year 2018.
• Receive a commercial REG order.
• Receive an order for our multi-ship module product from the U.S. Navy.
• Receive an additional SPS order from the U.S. Navy.
• Receive an additional SPS order from a foreign navy.
• Achieve revenues from commercial VVO sales.
Results of Operations
Fiscal Years Ended March 31, 2017 and March 31, 2016
Revenues
Total revenues decreased by 22% to $75.2 million in fiscal 2016 from $96.0 million in fiscal 2015. Our revenues are
summarized as follows (in thousands):
Revenues:
Wind
Grid
Total
Fiscal Years Ended March 31,
2017
2016
47,269
27,926
75,195
$
$
68,883
27,140
96,023
$
$
32
Revenues in our Wind business unit are derived from wind turbine electrical systems and core components, wind turbine
license and development contracts, service contracts and consulting arrangements. Our Wind business unit accounted for 63% of
total revenues in fiscal 2016 and 72% in fiscal 2015. Revenues in the Wind business unit decreased 31% to $47.3 million in fiscal
2016 from $68.9 million in fiscal 2015. The decrease in Wind business unit revenues was driven primarily by lower revenues from
Inox in India. Such decrease in revenues was due to fewer than anticipated ECS shipments to Inox, which resulted from Inox's
working capital constraints, particularly in the first half of 2016, and what we believe, based on our discussions with Inox, is a
temporary demand dislocation caused by the reaction in certain states in India to a recent national wind energy auction that resulted
in a record-low power purchase tariff.
Revenues in our Grid business unit are derived from our D-VAR product sales, HTS wire sales, revenues under government-
sponsored electric utility projects, license contracts and other prototype development contracts. We also engineer, install and
commission our products on a turnkey-basis for some customers. The Grid business unit accounted for 37% of total revenues in
fiscal 2016 and 28% in fiscal 2015. Grid revenue increased 3% to $27.9 million in fiscal 2016 from $27.1 million in fiscal 2015. The
increase in Grid revenue was primarily due to higher D-VAR system revenues and higher HTS project revenues which were partially
offset by lower license revenue from BASF Corporation ("BASF").
Revenues from Project HYDRA and Project REG represented 7% and 6% of our Grid business unit’s revenue for fiscal 2016
and 2015, respectively. Our revenues for these projects are derived by funding from the Department of Homeland Security
(“DHS”). Project HYDRA is a project with Consolidated Edison, Inc. (“ConEd”) to demonstrate our REG product in ConEd’s
electric grid. Project REG is a project with Commonwealth Edison, Inc. (“ComEd”) to permanently install our REG product in
ComEd’s electric grid. This fault current limiting cable system is designed to utilize customized Amperium® HTS wire, and
ancillary controls to deliver more power through the grid while also being able to suppress power surges that can disrupt service.
DHS has committed 100% of the total expected funding of $29.0 million for Project HYDRA. Under Project REG, DHS is
expected to invest up to $60.0 million to enable the deployment of the REG system in Chicago’s electric grid. We have substantially
completed the first phase of the project which among other things, has resulted in the creation of a detailed deployment plan. In the
fiscal year ended March 31, 2015, DHS committed funding of $1.5 million for this phase of the project. During the fiscal year
ended March 31, 2016, DHS committed funding of an additional $3.7 million, for a total of $5.2 million. This additional funding
serves as a bridge between the detailed deployment plan and construction phases of the project. The period of performance to
complete the engineering work extends through December 31, 2018. The final phase of the project involves the delivery of the REG
system and the associated construction and deployment of the system in ComEd’s grid. We will not begin this phase of the project
until all parties agree to proceed. There can be no assurance that all parties will agree to proceed with the project.
Cost of Revenues and Gross Margin
Cost of revenues decreased by 13% to $64.4 million in fiscal 2016, compared to $74.0 million in fiscal 2015. Gross margin
decreased to 14.4% in fiscal 2016 from 22.9% in fiscal 2015. The decrease in gross margin in fiscal 2016 was driven primarily by
lower Wind revenue as discussed above.
Operating Expenses
Research and development
R&D expenses increased by 2% to $12.5 million, or 17% of revenue in fiscal 2016, compared to $12.3 million, or 13% of
revenue, in fiscal 2015. The increase in R&D expenses is primarily the result of new product development expenses in our Grid
segment, partially offset by lower employee compensation expenses.
Selling, general, and administrative
Selling, general and administrative (“SG&A”) expenses decreased by 11% to $25.7 million, or 34% of revenue in fiscal 2016
from $28.9 million, or 30% of revenue, in fiscal 2015. The decrease in SG&A expenses in fiscal 2016 was primarily due to lower
employee compensation expenses, as well as a decrease in software and license expenses.
Amortization of acquisition related intangibles
We recorded $0.2 million in both fiscal 2016 and fiscal 2015 in amortization expense related to our core technology and
know-how, and trade names and trademark intangible assets.
Restructuring and impairments
33
We recorded restructuring and impairment charges of $0.8 million in fiscal 2015. For fiscal 2015, this consists primarily of an
impairment charge of $0.7 million to fully impair our investment in Tres Amigas.
Operating loss
Our operating loss is summarized as follows (in thousands):
Operating loss:
Wind
Grid
Unallocated corporate expenses
Total
Fiscal Years Ended March 31,
2017
2016
$
$
(4,174) $
(20,476)
(2,892)
(27,542) $
(1,256)
(14,835)
(4,027)
(20,118)
Wind operating loss increased to $4.2 million in fiscal 2016 compared to $1.3 million in fiscal 2015. The increase in
operating loss for fiscal 2016 was primarily attributable to decreased revenues as discussed above.
Grid operating loss increased to $20.5 million in fiscal 2016 from $14.8 million in fiscal 2015. The increase in operating loss
for fiscal 2016 is primarily due to an unfavorable D-VAR revenue mix, lower license revenue from BASF in fiscal 2016 at 100%
margin, as well as increased product development costs in fiscal 2016.
Unallocated corporate expenses in fiscal 2016 consisted entirely of stock-based compensation expense. Unallocated corporate
expenses in fiscal 2015 included restructuring and impairment charges of $0.8 million and $3.2 million in stock-based compensation
expense.
Change in fair value of derivatives and warrants
The change in fair value of derivatives and warrants resulted in a gain of $1.3 million in fiscal 2016 and a loss of $0.2 million
in fiscal 2015. The changes in the fair value were primarily due to changes in our stock price, which is a key valuation metric on the
derivative liabilities.
Gain on sale of minority interest
We recorded a gain on sale of minority interest of $0.3 million in fiscal 2016, related to the receipt of the final payment for
the sale of our investment in Tres Amigas. We recorded a gain on sale of minority interests of $3.1 million in fiscal 2015, related to
the sale of our investment in Blade Dynamics and the receipt of the first payment from the sale of our investment in Tres
Amigas. Both of these investments were fully impaired prior to the time of their sale.
Interest expense, net
Interest expense, net was $0.4 million in fiscal 2016 compared to $1.0 million for fiscal 2015. The decrease in interest
expense, net was primarily driven by lower interest expense due to the maturity of one of our term loans with Hercules Technology
Growth Capital, Inc. (“Hercules”) in November 2016.
Other income (expense), net
Other income, net was less than $0.1 million in fiscal 2016, compared to other expense, net of $2.5 million in fiscal 2015.
The decrease in other expense, net was due primarily to gains from foreign currency fluctuations in fiscal 2016.
Income Taxes
We recorded an income tax expense of $1.1 million in fiscal 2016, compared to $2.4 million in fiscal 2015. The decrease in
income tax expense was driven primarily by decreases in income taxes in foreign jurisdictions and foreign withholding taxes.
Please refer to the “Risk Factors” section in Part I, Item 1A, for a discussion of certain factors that may affect our future
results of operations and financial condition.
34
Fiscal Years Ended March 31, 2016 and March 31, 2015
Revenues
Total revenues increased by 36% to $96.0 million in fiscal 2015 from $70.5 million in fiscal 2014. Our revenues are
summarized as follows (in thousands):
Revenues:
Wind
Grid
Total
Fiscal Years Ended
March 31,
2016
2015
$
$
68,883
27,140
96,023
$
$
51,307
19,223
70,530
Our Wind business unit accounted for 72% of total revenues in fiscal 2015 and 73% in fiscal 2014. Revenues in the Wind
business unit increased 34% to $68.9 million in fiscal 2015 from $51.3 million in fiscal 2014. The increase in Wind business unit
revenues was driven primarily by higher revenues from Inox in India.
The Grid business unit accounted for 28% of total revenues in fiscal 2015 and 27% in fiscal 2014. Grid revenue increased
41% to $27.1 million in fiscal 2015 from $19.2 million in fiscal 2014. The increase in revenues was primarily due to higher D-VAR
system revenues and the license to BASF.
Revenues from Project HYDRA and Project REG represented 6% and 9% of our Grid business unit’s revenue for fiscal 2015
and 2014, respectively. Our revenues for these projects are derived by $5.2 million of funding from DHS. The period of
performance to complete the engineering work extends through December 31, 2018. The final phase of the project involves the
delivery of the REG system and the associated construction and deployment of the system in ComEd’s grid. We will not begin this
phase of the project until all parties agree to proceed. There can be no assurance that all parties will agree to proceed with the
project.
Cost of Revenues and Gross Margin
Cost of revenues increased by 10% to $74.0 million in fiscal 2015, compared to $67.4 million in fiscal 2014. Gross margin
increased to 22.9% in fiscal 2015 from 4.4% in fiscal 2014. The increase in gross margin in fiscal 2015 was driven primarily by
higher revenues, including increased royalty and license revenue compared to fiscal 2014.
Operating Expenses
Research and development
R&D expenses increased by 4% to $12.3 million, or 13% of revenue in fiscal 2015, compared to $11.9 million, or 17% of
revenue, in fiscal 2014. The slight increase is primarily the result of new product development expenses in our Grid segment,
partially offset by lower stock compensation expense.
Selling, general, and administrative
Selling, general and administrative (“SG&A”) expenses decreased by 1% to $28.9 million, or 30% of revenue in fiscal 2015
from $29.2 million, or 41% of revenue, in fiscal 2014. The slight decrease in SG&A expenses in fiscal 2015 was primarily due to
lower stock compensation expense, partially offset by the reversal of legal costs for the Catlin insurance claim as result of our
settlement agreement with Catlin Insurance Company (“Catlin”) in fiscal 2014.
Amortization of acquisition related intangibles
We recorded $0.2 million in both fiscal 2015 and fiscal 2014 in amortization expense related to our core technology and
know-how, and trade names and trademark intangible assets.
35
Restructuring and impairments
We recorded restructuring and impairment charges of $0.8 million in fiscal 2015, compared to $5.4 million in fiscal 2014. For
fiscal 2015, this consists primarily of an impairment charge of $0.7 million to fully impair our investment in Tres Amigas. For fiscal
2014, this consists of restructuring charges of $0.6 million for employee severance costs, and $1.3 million for facility and relocation
costs primarily for the consolidation of our Grid manufacturing operations into our Devens facility. In addition, we recorded an
impairment charge of $3.5 million to fully impair our minority investment in Blade Dynamics.
Operating loss
Our operating loss is summarized as follows (in thousands):
Operating loss:
Wind
Grid
Unallocated corporate expenses
Total
Fiscal Years Ended
March 31,
2016
2015
$
$
(1,256) $
(14,835)
(4,027)
(20,118) $
(14,321)
(26,890)
(11,306)
(52,517)
Wind generated an operating loss of $1.3 million in fiscal 2015 compared to an operating loss of $14.3 million in fiscal 2014.
The decrease in operating loss for fiscal 2015 was primarily attributable to increased revenues, partially offset by a lower
consumption of previously written-off inventory used in our electrical control systems. Additionally, fiscal 2014 included a one-
time charge of $9.0 million relating to the arbitration award to Ghodawat.
Grid operating loss decreased to $14.8 million in fiscal 2015 from $26.9 million in fiscal 2014. The decrease in operating loss
for fiscal 2015 is primarily attributed to higher D-VAR system revenues, increased production which resulted in better factory
absorption, and license revenue recognized from the license agreement with BASF in the fourth quarter of fiscal 2015.
Unallocated corporate expenses in fiscal 2015 included restructuring and impairment charges of $0.8 million and $3.2 million
in stock-based compensation expense. Unallocated corporate expenses in fiscal 2014 included restructuring and impairment charges
of $5.4 million and $5.9 million in stock-based compensation expense.
Change in fair value of derivatives and warrants
The change in fair value of derivatives and warrants resulted in a loss of $0.2 million in fiscal 2015 and a gain of $4.0 million
in fiscal 2014. The changes in the fair value were primarily due to changes in our stock price, which is a key valuation metric on the
derivative liabilities.
Gain on sale of minority interest
We recorded a gain on sale of minority interests of $3.1 million in the fiscal year ended March 31, 2016, related to the sale of
our investments in Blade Dynamics and Tres Amigas. Both of these investments had been fully impaired at the time of their sale.
Interest expense, net
Interest expense, net was $1.0 million in fiscal 2015 compared to $1.9 million for fiscal 2014. The decrease in interest
expense, net was primarily driven by lower interest expense due to the maturity of one of our term loans with Hercules Technology
Growth Capital, Inc. (“Hercules”) in December 2014.
Other (expense) income, net
Other expense, net was $2.5 million in fiscal 2015, compared to other income, net of $1.6 million in fiscal 2014. The decrease
in other income, net was due primarily to losses from foreign currency fluctuations as a result of the strengthening of the Euro
against the U.S. dollar in fiscal 2015.
36
Income Taxes
We recorded an income tax expense of $2.4 million in fiscal 2015, compared to an income tax benefit of $0.2 million in fiscal
2014. The increase in income tax expense was driven primarily by increases in income taxes in foreign jurisdictions and foreign
withholding taxes.
Certain asset write-offs in our foreign jurisdictions are considered permanent differences and are not tax deductible. Other
asset write-offs, such as inventory and prepaid value-added taxes in China, are not currently deductible and result in deferred tax
assets. Due to uncertainty around the realization of these deferred tax assets, they have been fully reserved as of the end of the fiscal
years ended March 31, 2016, 2015 and, 2014, respectively.
Non-GAAP Measures
Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash
flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure
calculated and presented in accordance with GAAP. The non-GAAP measures included in this Form 10-K, however, should be
considered in addition to, and not as a substitute for or superior to the comparable measure prepared in accordance with GAAP.
We define non-GAAP net loss as net loss before gain on sale of interest in minority investments, stock-based compensation,
arbitration award expense, amortization of acquisition-related intangibles, restructuring and impairment charges, consumption of
zero cost-basis inventory, changes in fair value of derivatives and warrants, non-cash interest expense and other non-cash or unusual
charges, and any tax effects related to these items, indicated in the table below. We believe non-GAAP net loss assists management
and investors in comparing our performance across reporting periods on a consistent basis by excluding these non-cash charges and
other items that we do not believe are indicative of our core operating performance. In addition, we use non-GAAP net loss as a
factor in evaluating management’s performance when determining incentive compensation and to evaluate the effectiveness of our
business strategies. A reconciliation of GAAP to non-GAAP net loss is set forth in the table below (in thousands, except per share
data):
Year ended March 31,
2017
2016
2015
Net loss
Gain on sale of interest in minority investments, net of tax effect
Stock-based compensation
Arbitration award expense
Amortization of acquisition-related intangibles
Restructuring and impairment charges
Consumption of zero cost-basis inventory
Change in fair value of derivatives and warrants
Non-cash interest expense
Tax effect of adjustments
Non-GAAP net loss
Non-GAAP net loss per share
Weighted average shares outstanding - basic and diluted
$
$
(27,373) $
(325)
2,892
—
157
—
(1,373)
(1,304)
156
220
(26,950)
(1.95) $
13,804
(23,139) $
(2,919)
3,248
—
157
779
(4,960)
228
359
—
(26,247)
(1.99) $
13,178
(48,656)
—
5,936
8,987
157
5,366
(7,982)
(3,963)
566
—
(39,589)
(4.67)
8,477
We generated a non-GAAP net loss of $27.0 million, or $1.95 per share, for fiscal 2016, compared to $26.2 million, or $1.99
per share, for fiscal 2015, and $39.6 million, or $4.67 per share, for fiscal 2014. The increase in non-GAAP net loss in fiscal 2016
over 2015 was primarily related to increased net loss as a result of lower revenues, partially offset by lower adjustments to net loss
from the gain on sale of minority investments, lower stock compensation expense and lower consumption of zero cost-basis
inventory. The decrease in non-GAAP net loss in fiscal 2015 over 2014 was primarily related to higher revenues in both business
units, as well as higher gross margin.
Liquidity and Capital Resources
37
Our cash requirements depend on numerous factors, including the successful completion of our product development
activities, our ability to commercialize our REG and ship protection system solutions, rate of customer and market adoption of our
products, collecting receivables according to established terms, and the continued availability of U.S. government funding during
the product development phase of our Superconductors-based products. Significant deviations from our business plan with regard to
these factors and events, including any prolonged disruption in our revenues with our largest customers, which are important drivers
to our business, could have a material adverse effect on our operating performance, financial condition, and future business
prospects. We expect to pursue the expansion of our operations through internal growth, diversification of our customer base, and
potential strategic alliances.
At March 31, 2017, we had cash, cash equivalents, and restricted cash of $27.7 million, compared to $40.7 million at
March 31, 2016, a decrease of $13.0 million. Our cash and cash equivalents, and restricted cash are summarized as follows (in
thousands):
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents, and restricted cash
March 31,
2017
March 31,
2016
$
$
26,784 $
960
27,744 $
39,330
1,391
40,721
As of March 31, 2017, we had approximately $9.0 million of cash, cash equivalents, and restricted cash in foreign bank
accounts, with a majority of this cash located in Europe. The decrease in total cash and cash equivalents, and restricted cash was
due primarily to cash used in operating activities. See further discussion below.
Net cash used in operating activities was $11.2 million, $4.6 million and $32.7 million in fiscal 2016, 2015 and 2014,
respectively. The increase in net cash used in operations in fiscal 2016 compared to fiscal 2015 was due primarily to non-recurring
payments for customer deposits and licenses in fiscal 2015 and higher net loss for the reasons discussed above. The decrease in
fiscal 2015 compared to fiscal 2014 was primarily due to lower net loss for the reasons discussed above.
Net cash provided by investing activities was $0.2 million, $4.9 million and $1.8 million in fiscal 2016, 2015 and 2014,
respectively. The decrease in net cash provided by investing activities in fiscal 2016 compared to fiscal 2015 was due primarily to a
decrease in restricted cash as well as lower proceeds related to the sale of our minority interests. The increase in net cash provided
by investing activities in fiscal 2015 compared to fiscal 2014 was driven primarily by the proceeds from the sale of our minority
interests in Blade Dynamics and Tres Amigas.
Net cash (used in)/provided by financing activities was ($1.1 million), $18.2 million and $8.8 million in fiscal 2016, 2015
and 2014, respectively. The decrease in net cash provided by financing activities in fiscal 2016 compared to fiscal 2015 was
primarily due to net proceeds of $22.3 million from the issuance of 4.0 million shares of common stock in April 2015, compared to
net proceeds of $2.5 million from sales of 379,693 shares of common stock under the ATM during the fiscal quarter ended March
31, 2017. The increase in cash provided by financing activities in fiscal 2015 compared to fiscal 2014 is primarily due to net
proceeds from the April 2015 equity offering, which was an increase of $7.3 million over fiscal 2014 net offering proceeds from the
sale of shares under a previous at market issuance sales agreement and an equity offering in November 2014. See Note 10,
“Warrants and Derivative Liabilities” for further information on the November 2014 equity offering. Additionally, amounts used to
repay debt decreased by $3.3 million compared to fiscal 2014 due to the repayment in full of one of our term loans in the prior-year
period.
At March 31, 2017 and 2016, we had $0.8 million and $0.5 million, respectively, of restricted cash included in current assets,
and $0.2 million and $0.9 million, respectively of restricted cash included in long-term assets. These amounts included in restricted
cash primarily represent deposits to secure surety bonds and letters of credit for various customer contracts. These deposits are held
in interest bearing accounts.
On November 15, 2013, we amended our Loan and Security Agreement (the “Term Loan”) with Hercules and entered into a
new term loan (the “Term Loan B”), borrowing $10.0 million. After closing fees and expenses, we received net proceeds of $9.8
million. The Term Loan B bore an interest rate equal to 11% plus the percentage, if any, in which the prime rate as reported by The
Wall Street Journal exceeds 3.75%. We made interest-only payments from December 1, 2013 to May 31, 2014. Beginning June 1,
2014, we began making payments on the Term Loan B in equal monthly installments which ended at maturity on November 1, 2016.
On December 19, 2014, we entered into another amendment with Hercules (the “Hercules Second Amendment”) and entered
into a new term loan (the “Term Loan C” or "Term Loan"), borrowing an additional $1.5 million. After closing fees and expenses,
the net proceeds from the Term Loan C were $1.4 million. The Term Loan C bears the same interest rate as the Term Loan B, which
38
increased to 11.25% effective March 16, 2017. We are making interest only payments until maturity on June 1, 2017, when the loan
is scheduled to be repaid in its entirety.
The Term Loan C is secured by substantially all of our existing and future assets, including a mortgage on real property
owned by our wholly-owned subsidiary, ASC Devens LLC, and located at 64 Jackson Road, Devens, Massachusetts. The Term
Loan contains certain covenants that restrict our ability to, among other things, incur or assume certain debt, merge or consolidate,
materially change the nature of our business, make certain investments, acquire or dispose of certain assets, make guarantees or
grant liens on our assets, make certain loans, advances or investments, declare dividends or make distributions or enter into
transactions with affiliates. In addition, there is a covenant that requires us to maintain a minimum unrestricted cash balance (the
“Minimum Threshold”) in the United States. As part of the Hercules Second Amendment, this Minimum Threshold was amended to
be the lower of $5.0 million or the aggregate outstanding principal balance of the then outstanding term loans. As a result of the
April 2015 offering (see discussion below), the Minimum Threshold was reduced to the lesser of $2.0 million or the aggregate
outstanding principal balance of the then outstanding term loans. As of March 31, 2017, the Minimum Threshold was $1.5
million. The events of default under the Term Loan include, but are not limited to, failure to pay amounts due, breaches of
covenants, bankruptcy events, cross defaults under other material indebtedness and the occurrence of a material adverse effect
and/or change in control. In the case of a continuing event of default, Hercules may, among other remedies, declare due all unpaid
principal amounts outstanding and any accrued but unpaid interest and foreclose on all collateral granted to Hercules as security
under the Term Loan.
We believe we are in and expect to remain in compliance with the covenants and restrictions under the Term Loan as of the
date of this Annual Report on Form 10-K. If we fail to stay in compliance with our covenants or experience some other event of
default, we may be forced to repay the outstanding principal on the Term Loan.
We have experienced recurring operating losses and as of March 31, 2017, had an accumulated deficit of $955.6 million. In
addition, we have experienced recurring negative operating cash flows and our Wind segment revenues decreased substantially in
fiscal 2016 as compared to fiscal 2015. From April 1, 2011 through the date of this filing, we have reduced our global workforce
substantially, including an 8% reduction in force, primarily affecting employees in our Devens, Massachusetts facility, effective
April 4, 2017. We expect to incur restructuring charges of $1.5 million to $2.0 million in cash severance expenses in the fiscal
quarter ending June 30, 2017 in connection with the workforce reduction. We plan to closely monitor our expenses and, if required,
expect to further reduce operating costs and capital spending to enhance liquidity. At March 31, 2017, we had cash and cash
equivalents of $26.8 million, and cash used in operations of $11.2 million for the year ended March 31, 2017.
In April 2015, we completed an equity offering which raised net proceeds of $22.3 million after deducting underwriting
discounts and commissions and estimated offering expenses payable by us from the sale of 4.0 million shares of our common stock
at a public offering price of $6.00 per share. On October 6, 2015, 100% of the outstanding common stock of Blade Dynamics was
acquired by a subsidiary of General Electric Company. After deducting transaction expenses, we received net proceeds of $2.8
million from the sale, which was recorded as a gain during the year ended March 31, 2016. On March 11, 2016, we sold 100% of
our minority investment in Tres Amigas to an investor for $0.6 million. We received $0.3 million according to the terms of the
purchase agreement upon closing, which was recorded as a gain during the three months ended March 31, 2016. The final $0.3
million, which was due upon the achievement of certain agreed-upon financing conditions, was received and recorded as a gain
during the third quarter of fiscal 2016. On January 27, 2017, we entered into the ATM. During the three months ended March 31,
2017, we realized net proceeds of $2.5 million from the sale of 379,693 shares of our common stock at an average price of $6.79 per
share. No sales of our common stock were made under the ATM after March 31, 2017. On May 4, 2017, we provided to FBR
Capital Markets & Co., the sales agent, a notice of termination of the ATM. Also, on May 10, 2017, we completed an equity
offering, which raised net proceeds of $14.7 million after deducting underwriting discounts and commissions and estimated offering
expenses payable by us from the sale of 4.0 million shares of our common stock at a public offering price of $4.00 per share.
We believe, based on the information presented above and our annual assessment, that we have sufficient available liquidity
to fund our operations, capital expenditures and scheduled cash payments under our debt obligations for the next twelve months
following the issuance of our financial statements. Our liquidity is highly dependent on our ability to increase revenues, control our
operating costs, and our ability to raise additional capital, if necessary. There can be no assurance that we will be able to continue to
raise additional capital from other sources or execute on any other means of improving our liquidity as described above.
Legal Proceedings
We are involved in legal and administrative proceedings and claims of various types. See Part II, Item 1, “Legal
Proceedings,” for additional information. We record a liability in our consolidated financial statements for these matters when a loss
is known or considered probable and the amount can be reasonably estimated. We review these estimates each accounting period as
additional information is known and adjust the loss provision when appropriate. If a matter is both probable to result in liability and
39
the amounts of loss can be reasonably estimated, we estimate and disclose the possible loss or range of loss to the extent necessary
to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability
is not recorded in our consolidated financial statements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, as defined under SEC rules, such as relationships with unconsolidated
entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the
purpose of facilitating transactions that are not required to be reflected on our balance sheet except as discussed below.
We occasionally enter into construction contracts that include a performance bond. As these contracts progress, we
continually assess the probability of a payout from the performance bond. Should we determine that such a payout is probable, we
would record a liability.
In addition, we have various contractual arrangements, under which we have committed to purchase certain minimum
quantities of goods or services on an annual basis.
Contractual Obligations
Contractual obligations represent future cash commitments and liabilities under agreements with third parties. Operating
leases include minimum payments under leases for our facilities and certain equipment; see Item 2, “Properties,” for more
information. Purchase commitments represent enforceable and legally binding agreements with suppliers to purchase goods or
services. As of March 31, 2017, we are committed to make the following payments under contractual obligations (in thousands):
Total
Less than
1 year
1-3 Years
3-5 Years
More than
5 Years
Payments Due by Period
Non-cancellable purchase commitments
Senior Term Loans
Operating leases (rent)
Operating leases (other)
Total contractual obligations
$
$
4,940 $
1,500
1,597
87
8,124 $
4,926 $
1,500
960
62
7,448 $
14 $
—
473
21
508 $
— $
—
164
4
168 $
—
—
—
—
—
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (IASB)
issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance substantially converges final standards on
revenue recognition between the FASB and IASB providing a framework on addressing revenue recognition issues and, upon its
effective date, replaces almost all existing revenue recognition guidance, including industry-specific guidance, in current U.S.
generally accepted accounting principles. The FASB has subsequently issued the following amendments to ASU 2014-09 which are
all effective for annual reporting periods beginning after December 15, 2017.
•
•
•
•
In March 2016 the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal
versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations.
In April 2016 the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying
Performance Obligations and Licensing, which clarifies certain aspects of identifying performance obligations and
licensing implementation guidance.
In May 2016 the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow- Scope
Improvements and Practical Expedients related to disclosures of remaining performance obligations, as well as other
amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes
collected from customers.
In December 2016 the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue
from Contracts with Customers, which amends certain narrow aspects of the guidance issued in ASU 2014-09 including
40
guidance related to the disclosure of remaining performance obligations and prior-period performance obligations, as well
as other amendments to the guidance on loan guarantee fees, contract costs, refund liabilities, advertising costs and the
clarification of certain examples.
We are currently evaluating the provisions of ASU 2014-09 and its amendments, and assessing the impact the adoption of this
guidance will have on our financial position, results of operations and disclosures. We anticipate the adoption of this guidance will
result in certain changes in the identification of deliverables in our contracts and allocation of transaction price. We are required to
adopt the new standards in the first quarter of fiscal 2018 using one of two application methods: retrospectively to each prior
reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the
guidance recognized at the date of initial application (the cumulative catch-up transition method). We are currently evaluating the
available adoption methods.
In July 2014, the FASB issued ASU 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share Based
Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service
Period. To account for such awards, a reporting entity should apply existing guidance in FASB Accounting Standards Codification
Topic 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting. As such,
the performance target should not be reflected in estimating the grant-date fair value of the award. We adopted ASU 2014-12
effective April 1, 2016 and conclude that there is no material impact on our current practices.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40):
Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The new standard explicitly requires the
assessment at interim and annual periods, and provides management with its own disclosure guidance. This ASU is effective for
annual reporting periods and interim periods, within those annual periods ending after December 15, 2016. We adopted ASU 2014-
15 effective March 31, 2017 and concluded there is no material impact on our current practices.
In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the
Presentation of Debt Issuance Costs. The amendments in ASU 2015-03 require an entity to present debt issuance costs on the
balance sheet as a direct deduction from the related debt liability as opposed to an asset. Amortization of the costs will continue to
be reported as interest expense. This ASU is effective for annual reporting periods beginning after December 15, 2015, and interim
periods within those fiscal years. We adopted ASU 2015-03 effective April 1, 2016 and concluded that there is no material impact
on our consolidated results of operations, financial condition, or cash flow.
In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements. The amendments in ASU 2015-10
clarify and correct some of the difference that arose between original guidance from FASB, EITF and other sources, and the
translation into the new Codification. This ASU is effective for annual reporting periods beginning after December 15, 2015, and
interim periods within those fiscal years. We adopted ASU 2015-10 effective April 1, 2016 and concluded that there is no material
impact on our consolidated results of operations, financial condition, or cash flow.
In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The
amendments in ASU 2015-11 clarify the proper way to identify market value in the use of lower of cost or market value valuation
method. As market value could be determined multiple ways under prior standards, it will now be considered as net realizable
value. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal
years. We adopted ASU 2015-11 effective March 31, 2017 and concluded there is no material impact on our current practices.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for
Measurement-Period Adjustments. The amendments in ASU 2015-16 require that an acquirer recognize adjustments to provisional
amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. This
ASU is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. We
adopted ASU 2015-16 effective April 1, 2016 and concluded that there is no material impact on our consolidated results of
operations, financial condition, or cash flow.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities. The amendments in ASU 2016-01 enhance the reporting model for
financial instruments to provide users of financial statements with more decision-useful information. This ASU is effective for
annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. We are currently
evaluating the impact, if any, the adoption of ASU 2016-01 may have on our current practices.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing
guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the
41
balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with
classification affecting the pattern of expense recognition in the income statement. This ASU is effective for fiscal years beginning
after December 15, 2019, including interim periods within those fiscal years. A modified retrospective transition approach is
required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period
presented in the financial statements, with certain practical expedients available. We are currently evaluating the effects adoption of
this guidance will have on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to
Employee Share-Based Payment Accounting. The amendments in ASU 2016-09 simplify several aspects of the accounting for
share-based payment transactions, including tax consequences, classification of awards as either equity or liabilities, and
classification on the statement of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017,
and interim periods within annual periods beginning after December 15, 2016. We adopted ASU 2016-09 effective April 1, 2016
and concluded that there is no material impact on our current practices.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments. The amendments in ASU 2016-13 provide more decision useful information about the expected credit
losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The ASU is
effective for annual reporting periods beginning after December 15, 2019, including interim periods within that year. We are
currently evaluating the impact, if any, the adoption of ASU 2016-13 may have on our current practices.
In 2016, the FASB issued the following two ASU's on Statement of Cash Flows (Topic 230). Both amendments are effective
for annual reporting periods beginning after December 15, 2017, including interim periods within that year.
•
•
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash
Receipts and Cash Payments. The amendments in ASU 2016-15 provide more guidance towards the classification of
multiple different types of cash flows in order to reduce the diversity in reporting across entities.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The
amendments in ASU 2016-18 explain the change during the period in the total of cash, cash equivalents, and amounts
generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted
cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-
period and end-of-period total amounts shown on the statement of cash flows.
We are currently evaluating the impact, if any, the adoption of ASU 2016-15 and ASU 2016-18 may have on our current
practices.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than
Inventory. The amendments in ASU 2016-16 improve the accounting for the income tax consequences of intra-entity transfers of
assets other than inventory. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim
periods within that year. We are currently evaluating the impact, if any, the adoption of ASU 2016-16 may have on our current
practices.
In January 2017, the FASB issued ASU 2017-01, Business Combinations. The amendments in ASU 2017-01 clarify the
definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be
accounted for as acquisitions (or disposals) of assets or businesses. The ASU is effective for annual reporting periods beginning after
December 15, 2017, including interim periods within those periods. We are currently evaluating the impact the adoption of ASU
2017-01 may have on our current practices.
In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments -
Equity Method and Joint Ventures. The amendments in ASU 2017-03 provide additional detail surrounding disclosures required
related to adoption of new pronouncements. The ASU is effective for the periods of each related pronouncement. We are currently
evaluating the impact the adoption of ASU 2017-03 may have on our current practices.
In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Non-financial
Assets(Subtopic 610-20). The amendments in ASU 2017-05 clarify the scope of Subtopic 610-20, Other Income—Gains and Losses
from the Derecognition of Non-financial Assets, and to add guidance for partial sales of non-financial assets. Subtopic 610-20,
which was issued in May 2014 as a part of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers
(Topic 606), provides guidance for recognizing gains and losses from the transfer of non-financial assets in contracts with non
customers. We are currently evaluating the impact the adoption of ASU 2017-05 may have on our current practices.
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We do not believe that other recently issued accounting pronouncements will have a material impact on our financial
statements.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements requires that we make estimates and judgments that affect the reported
amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base our estimates
on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ under different assumptions or conditions. Our accounting policies that involve the most
significant judgments and estimates are as follows:
• Revenue recognition;
• Accounts receivable;
•
Inventory;
• Valuation of long-lived assets;
•
•
Income taxes;
Stock-based compensation;
• Contingencies;
•
Product warranty;
• Debt; and
•
Fair value of financial instruments.
Revenue recognition
We recognize revenue for product sales upon customer acceptance, which can occur at the time of delivery, installation, or
post-installation, where applicable, provided persuasive evidence of an arrangement exists, delivery has occurred, the sales price is
fixed or determinable and collectability is reasonably assured. Existing customers are subject to ongoing credit evaluations based on
payment history and other factors. If it is determined during the arrangement that collectability is not reasonably assured, revenue is
recognized on a cash basis of accounting. Certain of our contracts involve retention amounts which are contingent upon meeting
certain performance requirements through the expiration of the contract warranty periods. For contractual arrangements that involve
retention, we recognize revenue for these amounts upon the expiration of the warranty period, meeting the performance
requirements and when collection of the fee is reasonably assured.
For certain arrangements, such as contracts to perform research and development, prototype development contracts and
certain product sales, we record revenues using the percentage-of-completion method, measured by the relationship of costs incurred
to total estimated contract costs. Percentage-of-completion revenue recognition accounting is predominantly used on certain turnkey
power systems installations for electric utilities and long-term prototype development contracts with the U.S. government. We
follow this method since reasonably dependable estimates of the revenues and costs applicable to various stages of a contract can be
made. However, the ability to reliably estimate total costs at completion is challenging, especially on long-term prototype
development contracts, and could result in future changes in contract estimates. For contracts where reasonably dependable
estimates of the revenues and costs cannot be made, we follow the completed-contract method.
We enter into sales arrangements that may provide for multiple deliverables to a customer. Sales of certain products may
include extended warranty and support or service packages, and at times include performance bonds. As these contracts progress, we
continually assess the probability of a payout from the performance bond. Should we determine that such a payout is likely; we
would record a liability. We would reduce revenue to the extent a liability is recorded. In addition, we enter into licensing
arrangements that include training services.
Deliverables are separated into more than one unit of accounting when (1) the delivered element(s) have value to the
customer on a stand-alone basis, and (2) delivery of the undelivered element(s) is probable and substantially in our control. In
general, revenues are separated between the different product shipments which have stand-alone value, and the various services to
be provided. Revenue for product shipments is recognized in accordance with our policy for product sales, while revenues for the
services are recognized over the period of performance. We identify all goods and/or services that are to be delivered separately
under a sales arrangement and allocate revenue to each deliverable based on the element’s fair value as determined by vendor-
specific objective evidence (“VSOE”), which is the price charged when that element is sold separately, or third-party evidence
(“TPE”). When VSOE and TPE are unavailable, fair value is based on our best estimate of selling price utilizing a cost plus
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reasonable margin consistent with how we have set pricing historically for similar products and services. When our estimates are
used to determine fair value, we make our estimates using reasonable and objective evidence to determine the price. We review
VSOE and TPE at least annually. If we conclude we are unable to establish fair values for one or more undelivered elements within
a multiple-element arrangement using VSOE then we use TPE or the best estimate of the selling price for that unit of accounting,
being the price at which the vendor would transact if the unit of accounting were sold by the vendor regularly on a standalone basis.
Our license agreements provide either for the payment of contractually determined paid-up front license fees or milestone
based payments in consideration for the grant of rights to manufacture and or sell products using our patented technologies or know-
how. Some of these agreements provide for the release of the licensee from intellectual property infringements past and future
claims. When we can determine that we have no further obligations other than the grant of the license and that we have fully
transferred the technology knowhow, we will recognize the revenue. In certain arrangements we may also agree to provide training
services to transfer the technology know-how. In other license arrangements we have determined that the licenses have no
standalone value to the customer and are not separable from training services as we can only fully transfer the technology know-how
through the training component. Accordingly, we account for these arrangements as a single unit of accounting, and recognize
revenue over the period of its performance and milestones that have been achieved. Costs for these arrangements are expensed as
incurred.
In December 2015, we entered into a set of strategic agreements valued at approximately $210.0 million with Inox, which
includes a multi-year supply contract pursuant to which we will supply electric control systems to Inox and a license agreement
allowing Inox to manufacture a limited number of electrical control systems over the next three to four years. We determined this
license has standalone value to the customer and can be separated from the supply contract. The license agreement includes
customer acceptance criteria to demonstrate the know-how to manufacture the electrical control systems has been fully transferred.
We continue to defer revenue recognition for the allocable portion of the license until this acceptance criteria has been met.
In March 2016, we entered into a set of agreements to jointly develop an advanced low cost manufacturing process for
second generation high temperature superconductor wire with BASF. In the joint development, our manufacturing know-how for our
Amperium® superconductor wire and BASF's chemical solution deposition production technology are being combined. As part of
the agreements, we also entered into a royalty-bearing, non-exclusive license under which we will provide BASF a specified portion
of our second generation (2G) high temperature superconductor (HTS) wire manufacturing technology. We determined that the
license rights we provide to BASF have standalone value from the ongoing joint development effort. We transferred the license
rights to BASF in March 2016, recording $3.0M of license revenues in the fiscal year ended March 31, 2016 as there were no
remaining obligations associated with these rights. Any newly developed intellectual property as a result of the joint development
will be owned by BASF. Should this development effort be successful, we have the right to incorporate this new technology into
our manufacturing process on a royalty-free basis. BASF has also agreed to make guaranteed annual payments to us through fiscal
2017 and has an option to continue the joint development through fiscal 2018. We are recording revenue for the research and
development services we are providing over the term of the arrangement.
We have elected to record taxes collected from customers on a net basis and do not include tax amounts in revenue or costs of
revenue.
Customer deposits received in advance of revenue recognition are recorded as deferred revenue until customer acceptance is
received. Deferred revenue also represents the amount billed to and/or collected from commercial and government customers on
contracts which permit billings to occur in advance of contract performance/revenue recognition.
Accounts Receivable
Accounts receivable consist of amounts owed by commercial companies and government agencies. Accounts receivable are
stated net of allowances for doubtful accounts. Our accounts receivable relate principally to a limited number of customers. As of
March 31, 2017, of our total receivable balance, Inox accounted for approximately 52%, and SSE plc accounted for approximately
17%, with no other customers accounting for greater than 10% of the balance. As of March 31, 2016, Inox accounted for
approximately 84% of our total receivable balance, with no other customers accounting for greater than 10% of the balance.
Changes in the financial condition or operations of our customers may result in delayed payments or non-payments which would
adversely impact our cash flows from operating activities and/or our results of operations. As such, we may require collateral,
advanced payment or other security based upon the customer history and/or creditworthiness. In determining the allowance for
doubtful accounts, we evaluate the collectability of accounts receivable based primarily on the probability of recoverability based on
historical collection and write-off experience, the age of past due receivables, specific customer circumstances, and current
economic trends. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make
payment, additional allowances may be required. Failure to accurately estimate the losses for doubtful accounts and ensure that
44
payments are received on a timely basis could have a material adverse effect on our business, financial condition, results of
operations, and cash flows.
Inventory
Inventories include material, direct labor and related manufacturing overhead, and are stated at the lower of cost or net
realizable value determined on a first-in, first-out basis. We record inventory when we take delivery and title to the product
according to the terms of each supply contract.
Program costs may be deferred and recorded as inventory on contracts on which costs are incurred in excess of approved
contractual amounts and/or funding, if future recovery of the costs is deemed probable.
At each balance sheet date, we evaluate our ending inventories for excess quantities and obsolescence. Inventories that
management considers excess or obsolete are reserved. Management considers forecasted demand in relation to the inventory on
hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence
and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if
demand increases.
We recorded inventory reserves of $1.6 million during fiscal 2016 and $2.7 million during fiscal 2015, respectively, based on
evaluating our ending inventories for excess quantities and obsolescence. We recorded an inventory reserve of approximately $63.9
million during fiscal 2010 based on our evaluation of forecasted demand in relation to the inventory on hand and market conditions
surrounding our products as a result of the assumption that Sinovel and certain other customers in China would fail to meet their
contractual obligations and demand that was previously forecasted would fail to materialize. If, in any period, we are able to sell
inventories that were not valued or that had been reserved in a previous period, related revenues would be recorded without any
offsetting charge to cost of revenues, resulting in a net benefit to our gross profit in that period. In fiscal 2016, 2015, and 2014, $1.4
million, $5.0 million, and $8.0 million respectively, were recognized as a net benefit to gross profit for inventory previously reserved
in fiscal year 2010.
Valuation of long-lived assets
We periodically evaluate our long-lived assets, consisting principally of fixed and amortizable intangible assets for potential
impairment. In accordance with the applicable accounting guidance for the treatment of long-lived assets, we review the carrying
value of our long-lived assets or asset group that is held and used, including intangible assets subject to amortization, for impairment
whenever events and circumstances indicate that the carrying value of the assets may not be recoverable. Under the held and used
approach, the asset or asset group to be tested for impairment should represent the lowest level for which identifiable cash flows are
largely independent of the cash flows of other groups of assets and liabilities. The determination of our asset groups involves a
significant amount of judgment, assumptions and estimates. We evaluate our long-lived assets whenever events or circumstances
suggest that the carrying amount of an asset or group of assets may not be recoverable from the estimated undiscounted future cash
flows.
Our judgments regarding the existence of impairment indicators are based on market and operational performance. Indicators
of potential impairment include:
•
•
•
•
•
•
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.
On April 3, 2017, the Board of Directors approved a plan to reduce our global workforce by approximately 8%, effective
April 4, 2017 primarily in our Devens, Massachusetts facility. The Board of Directors also approved a move from our currently
owned 355,000 square-foot facility in Devens, Massachusetts to a smaller facility better suited for our 2G wire process and our
systems manufacturing. Since the restructuring activities impacted our Superconductor and Corporate assets group, we concluded
that there were indicators of potential impairment of our long-lived assets that required further analysis for these assets groups as of
March 31, 2017. We conducted assessments of the recoverability of these assets by comparing the carrying value of the assets to the
45
pre-tax undiscounted cash flows estimated to be generated by those assets over their remaining book useful lives. Based on the
calculations performed by management, the sum of the undiscounted cash flows forecasted to be generated by certain assets were
less than the carrying value of those assets. Therefore, there were indicators that certain of our assets were impaired and we
performed additional analysis. An evaluation of the level of impairment was made by comparing the fair value of the definite long-
lived tangible and intangible assets of its reporting units against their carrying values.
(cid:3)
The fair values for the impacted property and equipment were based on what we could reasonably expect to sell each asset
(cid:3)
for from the perspective of a market participant. The determination of the fair value of our property and equipment includes
estimates and judgments regarding marketability and ultimate sales price of individual assets. We utilized market data and
approximations from comparable analyses to arrive at the fair value of the impacted property and equipment. The fair values of the
amortizable intangible assets related to core technology and trade names were determined using primarily the relief-from-royalty
method over the estimated economic lives of these assets from a perspective of a market participant. During the fiscal year ended
March 31, 2017, we determined that the long-lived assets for the Superconductor and Corporate asset groups were not impaired as
their estimated fair values exceed the carrying values.(cid:3)
Income taxes
Our provision for income taxes is comprised of a current and a deferred portion. The current income tax provision is
calculated as the estimated taxes payable or refundable on tax returns for the current year. The deferred income tax provision is
calculated for the estimated future tax effects attributable to temporary differences and carryforwards using expected tax rates in
effect in the years during which the differences are expected to reverse. All deferred tax assets and liabilities are presented as non-
current in the Consolidated Balance Sheet.
We regularly assess our ability to realize our deferred tax assets. Assessments of the realization of deferred tax assets require
that management consider all available evidence, both positive and negative, and make significant judgments about many factors,
including the amount and likelihood of future taxable income. Based on all the available evidence, we have recorded valuation
allowances to reduce our deferred tax assets to the amount that is more likely than not to be realizable due to the taxable losses that
have been incurred since our inception and uncertainty around our future profitability.
Accounting for income taxes requires a two-step approach to recognizing and measuring uncertain tax positions. The first
step is to evaluate the tax position for recognition by determining if, based on the technical merits, it is more likely than not that the
position will be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step is to
measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We reevaluate
these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or
circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Any changes in these factors could
result in the recognition of a tax benefit or an additional charge to the tax provision. We include interest and penalties related to
gross unrecognized tax benefits within the provision for income taxes. See Note 11, “Income Taxes,” of our consolidated financial
statements for further information regarding our income tax assumptions and expenses.
We evaluate our permanent reinvestment assertions with respect to foreign earnings at each reporting period. We have not
recorded a deferred tax asset for the temporary difference associated with the excess of the tax basis over the book basis in our
Austrian and Chinese subsidiaries as the future tax benefit is not expected to reverse in the foreseeable future. We have recorded a
deferred tax liability as of March 31, 2017 for the undistributed earnings of our remaining foreign subsidiaries for which we can no
longer assert are permanently reinvested. The total amount of undistributed earnings available to be repatriated at March 31, 2017
was $2.1 million resulting in the recording of a $0.7 million net deferred federal and state income tax liability. See Note 11, “Income
Taxes,” of our consolidated financial statements for the results of this assessment.
Stock-based compensation
We measure compensation cost arising from the grant of share-based payments to employees at fair value and recognize such
cost over the period during which the employee is required to provide service in exchange for the award, usually the vesting period.
Total stock-based compensation expense recognized during the fiscal years ended March 31, 2017, 2016, and 2015 was $2.9 million,
$3.2 million, and $5.9 million, respectively. For awards with service conditions only, we recognize compensation cost on a straight-
line basis over the requisite service/vesting period. For awards with performance conditions, accruals of compensation cost are made
based on the probable outcome of the performance conditions. The cumulative effect of changes in the probability outcomes are
recorded in the period in which the changes occur.
46
Determining the appropriate fair value model and calculating the fair value of share-based payment awards requires the input
of highly subjective assumptions, including the expected life of the share-based payment awards and stock price volatility.
Management determined that expected volatility rates should be estimated based on historical and implied volatilities of our
common stock. The expected term represents the average time that the options that vest are expected to be outstanding based on the
vesting provisions and our historical exercise, cancellation and expiration patterns. The assumptions used in calculating the fair
value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and
the application of management judgment. As a result, if circumstances change and we use different assumptions, our stock-based
compensation expense could be materially different in the future. In addition, we are required to estimate an expected forfeiture rate
and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate,
the stock-based compensation expense could be significantly different from what we have recorded in the current period. See Note
12, “Stockholders’ Equity,” of our consolidated financial statements for further information regarding our stock-based compensation
assumptions and expenses.
Our adoption of ASU 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based
Payment Accounting also resulted in the prospective classification of excess tax benefits as cash flows from operating activities in
the same manner as other cash flows related to income taxes within the consolidated statements of cash flows. Based on the
prospective method of adoption chosen, the classification of excess tax benefits within the consolidated statements of cash flows for
prior periods presented has not been adjusted to reflect the change.
Contingencies
From time to time, we are involved in legal and administrative proceedings and claims of various types. We record a liability
in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be
reasonably estimated. We review these estimates each accounting period as additional information is known and adjust the loss
provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in our
consolidated financial statements. If, with respect to a matter, it is not both probable to result in liability and the amount of loss
cannot be reasonably estimated, an estimate of possible loss or range of loss shall be disclosed unless such an estimate cannot be
made. We do not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are
expensed as incurred. During the fiscal year ended March 31, 2015, we reversed legal expenses of approximately $2.2 million
incurred in connection with the Ghodawat arbitration that were covered by our Catlin settlement. See Note 13, “Commitments and
Contingencies”, of our consolidated financial statements for further information.
Product Warranty
Warranty obligations are incurred in connection with the sale of our products. We generally provide a one to three year
warranty on our products, commencing upon installation. The costs incurred to provide for these warranty obligations are estimated
and recorded as an accrued liability at the time of sale. Future warranty costs are estimated based on historical performance rates and
related costs to repair given products. The accounting estimate related to product warranty involves judgment in determining future
estimated warranty costs. Should actual performance rates or repair costs differ from estimates, revision to the estimated warranty
liability would be required.
Fair Value of Financial Instruments
Our financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued
expenses, derivatives, warrants, and the term loans. The carrying amounts of cash and cash equivalents, accounts receivable,
accounts payable, and accrued expenses due to their short nature approximate fair value at March 31, 2017 and 2016. The estimated
fair values have been determined through information obtained from market sources and management estimates. The fair value for
the debt and warrant arrangements has been estimated by management based on the terms that we believe we could obtain in the
current market for debt with the same terms and similar maturities. The warrants are subject to revaluation at each balance sheet
date, and any change in fair value will be recorded as a change in fair value in other (expense) income until the earlier of the
warrants’ exercise or expiration. We rely on assumptions used in a lattice model to determine the fair value of the warrants. We have
appropriately valued the warrants within Level 3 of the valuation hierarchy.
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We face exposure to financial market risks, including adverse movements in foreign currency exchange rates and changes in
interest rates. These exposures may change over time as our business practices evolve and could have a material adverse impact on
our financial results.
47
Cash and cash equivalents
Our exposure to market risk through financial instruments, such as investments in marketable securities, is limited to interest
rate risk and is not material. Our investments in marketable securities consist primarily of government-backed securities and
commercial paper and are designed, in order of priority, to preserve principal, provide liquidity, and maximize income. Investments
are monitored to limit exposure to mortgage-backed securities and similar instruments responsible for the recent turmoil in the credit
markets. Interest rates are variable and fluctuate with current market conditions. We do not believe that a 10% change in interest
rates would have a material impact on our financial position or results of operations.
Foreign currency exchange risk
The functional currency of each of our foreign subsidiaries is the U.S. dollar, except for AMSC Austria, for which the local
currency (Euro) is the functional currency, and AMSC China, for which the local currency (Renminbi) is the functional currency.
The assets and liabilities of AMSC Austria and AMSC China are translated into U.S. dollars at the exchange rate in effect at the
balance sheet date and income and expense items are translated at average rates for the period. Cumulative translation adjustments
are excluded from net income (loss) and shown as a separate component of stockholders’ equity.
We face exposure to movements in foreign currency exchange rates whenever we, or any of our subsidiaries, enter into
transactions with third parties that are denominated in currencies other than our functional currency. Intercompany transactions
between entities that use different functional currencies also expose us to foreign currency risk. Gross margins of products we
manufacture in the U.S and sell in currencies other than the U.S. dollar are also affected by foreign currency exchange rate
movements. In addition, a portion of our earnings is generated by our foreign subsidiaries, whose functional currencies are other
than the U.S. dollar, and our revenues and earnings could be materially impacted by movements in foreign currency exchange rates
upon the translation of the earnings of such subsidiaries into the U.S. dollar. If the functional currency for AMSC Austria and AMSC
China were to fluctuate by 10% the net effect would be immaterial to our consolidated financial statements.
Foreign currency gains (losses), are included in net loss and were $0.1 million, ($2.3) million and $2.7 million for the fiscal
years ended March 31, 2017, 2016 and 2015, respectively.
48
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
of American Superconductor Corporation
We have audited the accompanying consolidated balance sheets of American Superconductor Corporation and its subsidiaries
(collectively, the “Company”) as of March 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive
loss, stockholders' equity, and cash flows for each of the three years in the period ended March 31, 2017, and the financial statement
schedule of American Superconductor Corporation and subsidiaries listed in Item 15(a)2 as of March 31, 2017 and 2016 and for
each of the three years in the period ended March 31, 2017. We also have audited the Company's internal control over financial
reporting as of March 31, 2017, based on criteria established in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission in 2013. The Company's management is responsible for these financial
statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and the financial
statement schedule and an opinion on the Company's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all
material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (a)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of American Superconductor Corporation and its subsidiaries as of March 31, 2017 and 2016, and the results of their
operations and their cash flows for each of the three years in the period ended March 31, 2017, in conformity with accounting
principles generally accepted in the United States of America, and in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the
information set forth therein. Also in our opinion, American Superconductor Corporation and its subsidiaries maintained, in all
material respects, effective internal control over financial reporting as of March 31, 2017, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
/s/ RSM US LLP
Boston, Massachusetts
May 25, 2017
49
AMERICAN SUPERCONDUCTOR CORPORATION
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventory
Prepaid expenses and other current assets
Restricted cash
Total current assets
Property, plant and equipment, net
Intangibles, net
Restricted cash
Deferred tax assets
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses
Note payable, current portion, net of discount of $19 as of March 31, 2017 and $42 as of
March 31, 2016
Derivative liabilities
Deferred revenue
Total current liabilities
Note payable, net of discount of $133 as of March 31, 2016
Deferred revenue
Deferred tax liabilities
Other liabilities
Total liabilities
Commitments and contingencies (Note 13)
Stockholders' equity:
$
$
$
March 31,
2017
March 31,
2016
26,784 $
7,956
17,462
2,703
795
55,700
43,438
301
165
407
233
39,330
19,264
18,512
5,778
457
83,341
49,778
854
934
96
315
100,244 $
135,318
14,490 $
1,481
1,923
14,323
32,217
—
7,631
125
45
40,018
23,156
2,624
3,227
12,000
41,007
1,367
9,269
63
63
51,769
Common stock, $0.01 par value, 75,000,000 shares authorized; 14,713,839 and 14,107,126
shares issued at March 31, 2017 and 2016, respectively
147
141
Additional paid-in capital
Treasury stock, at cost, 97,529 and 51,506 shares at March 31, 2017 and 2016, respectively
Accumulated other comprehensive (loss) income
Accumulated deficit
Total stockholders' equity
1,017,510
(1,371)
(503)
(955,557)
60,226
1,011,813
(881)
660
(928,184)
83,549
Total liabilities and stockholders' equity
$
100,244 $
135,318
The accompanying notes are an integral part of the consolidated financial statements.
50
AMERICAN SUPERCONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development
Selling, general and administrative
Arbitration award expense
Restructuring and impairments
Amortization of acquisition related intangibles
Total operating expenses
Fiscal Year Ended March 31,
2017
2016
2015
$
75,195 $
96,023 $
70,530
64,352
10,843
12,540
25,688
—
—
157
38,385
74,041
21,982
12,303
28,861
—
779
157
42,100
67,442
3,088
11,878
29,217
8,987
5,366
157
55,605
Operating loss
(27,542)
(20,118)
(52,517)
Change in fair value of derivatives and warrants
Gain on sale of minority interests
Interest expense, net
Other income (expense), net
1,304
325
(383)
65
(228)
3,092
(1,037)
(2,457)
3,963
—
(1,882)
1,596
Loss before income tax expense (benefit)
(26,231)
(20,748)
(48,840)
Income tax expense (benefit)
1,142
2,391
(184)
Net loss
Net loss per common share
Basic
Diluted
Weighted average number of common shares outstanding
Basic
Diluted
$
$
$
(27,373) $
(23,139) $
(48,656)
(1.98) $
(1.98) $
(1.76) $
(1.76) $
13,804
13,804
13,178
13,178
(5.74)
(5.74)
8,477
8,477
The accompanying notes are an integral part of the consolidated financial statements.
51
AMERICAN SUPERCONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
Net loss
Other comprehensive (loss) gain, net of tax:
Foreign currency translation (losses) gains
Total other comprehensive (loss) gain, net of tax
Comprehensive loss
$
$
Fiscal Year Ended March 31,
2017
2016
2015
(27,373) $
(23,139) $
(48,656)
(1,163)
(1,163)
(28,536) $
968
968
(22,171) $
(2,147)
(2,147)
(50,803)
The accompanying notes are an integral part of the consolidated financial statements.
52
AMERICAN SUPERCONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
Common Stock
Number
of
Shares
Par
Value
Additional
Paid-in
Capital
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Stockholders'
Equity
Balance at March 31, 2014
7,893 $
79 $
967,100 $
(370) $
1,839 $
(856,389) $
112,259
Issuance of common stock - ESPP
Issuance of common stock - restricted shares
Stock-based compensation expense
Issuance of stock for 401(k) match
Issuance of common stock-ATM, net of costs
Issuance of common stock-Hudson Bay Capital
Issuance of common stock to settle liabilities
Reverse stock split
Repurchase of treasury stock
Cumulative translation adjustment
Net loss
17
301
—
35
375
909
94
—
—
—
—
—
3
—
—
4
9
1
—
—
—
—
124
(3)
5,936
392
5,835
5,216
1,322
(1)
—
—
—
—
—
—
—
—
—
—
—
(401)
—
—
—
—
—
—
—
—
—
—
—
(2,147)
—
—
—
—
—
—
—
—
—
—
—
(48,656)
Balance at March 31, 2015
9,624 $
96 $
985,921 $
(771) $
(308) $
(905,045) $
Issuance of common stock - ESPP
Issuance of common stock - restricted shares
Stock-based compensation expense
Issuance of stock for 401(k) match
8
409
—
66
Issuance of common stock-equity offering
4,000
Repurchase of treasury stock
Cumulative translation adjustment
Net loss
—
—
—
—
4
—
1
40
—
—
—
30
(4)
3,248
376
22,242
—
—
—
—
—
—
—
—
(110)
—
—
—
—
—
—
—
—
968
—
—
—
—
—
—
—
—
(23,139)
Balance at March 31, 2016
14,107 $ 141 $ 1,011,813 $
(881) $
660 $
(928,184) $
Issuance of common stock - restricted shares
Stock-based compensation expense
Issuance of stock for 401(k) match
Issuance of common stock-equity offering
Repurchase of treasury stock
Cumulative translation adjustment
Net loss
174
—
53
380
—
—
—
2
—
—
4
—
—
—
(2)
2,892
284
2,523
—
—
—
—
—
—
—
(490)
—
—
—
—
—
—
—
(1,163)
—
—
—
—
—
—
—
(27,373)
Balance at March 31, 2017
14,714 $ 147 $ 1,017,510 $
(1,371) $
(503) $
(955,557) $
124
—
5,936
392
5,839
5,225
1,323
(1)
(401)
(2,147)
(48,656)
79,893
30
—
3,248
377
22,282
(110)
968
(23,139)
83,549
—
2,892
284
2,527
(490)
(1,163)
(27,373)
60,226
The accompanying notes are an integral part of the consolidated financial statements.
53
AMERICAN SUPERCONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash used in operations:
Fiscal Year Ended March 31,
2016
2015
2017
$
(27,373) $
(23,139) $
(48,656)
Depreciation and amortization
Stock-based compensation expense
Impairment of minority interest investments
Provision for excess and obsolete inventory
Write-off prepaid taxes
Gain on sale from minority interest investments
Loss from minority interest investments
Change in fair value of derivatives and warrants
Reversal of Catlin legal costs
Non-cash interest expense
Other non-cash items
Changes in operating asset and liability accounts:
Accounts receivable
Inventory
Prepaid expenses and other current assets
Accounts payable and accrued expenses
Deferred revenue
Net cash used in operating activities
Cash flows from investing activities:
Purchase of property, plant and equipment
Proceeds from the sale of property, plant and equipment
Change in restricted cash
Proceeds from sale of minority interests
Change in other assets
Net cash provided by investing activities
Cash flows from financing activities:
Employee taxes paid related to net settlement of equity awards
Proceeds from the issuance of debt, net of expenses
Repayment of debt
Proceeds from ATM sales, net
Proceeds from public equity offering, net
Proceeds from exercise of employee stock options and ESPP
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental schedule of cash flow information:
Cash paid for income taxes, net of refunds
Issuance of common stock to settle liabilities
Cash paid for interest
7,519
2,892
—
1,615
—
(325)
—
(1,304)
—
156
(940)
11,143
(815)
2,729
(7,938)
1,426
(11,215)
(656)
29
431
325
63
192
(490)
—
(3,167)
2,527
—
—
(1,130)
(393)
(12,546)
39,330
7,972
3,248
746
2,713
289
(3,092)
356
228
—
359
1,462
(9,318)
(782)
5,608
1,543
7,248
(4,559)
(1,201)
47
2,669
3,092
266
4,873
(110)
—
(4,000)
—
22,282
30
18,202
324
18,840
20,490
$
$
26,784 $
39,330 $
992 $
399
280
1,723 $
377
709
The accompanying notes are an integral part of the consolidated financial statements.
54
9,554
5,936
3,464
1,386
—
—
743
(3,963)
(2,220)
566
(2,436)
(2,677)
(1,887)
(2,330)
5,579
4,265
(32,676)
(737)
18
2,248
—
280
1,809
(401)
1,422
(7,295)
5,839
9,094
124
8,783
(540)
(22,624)
43,114
20,490
362
1,715
1,362
1. Nature of the Business and Operations and Liquidity
Nature of the Business and Operations
American Superconductor Corporation (together with its subsidiaries, “AMSC” or the “Company”) was founded on April 9,
1987. The Company is a leading provider of megawatt-scale solutions that lower the cost of wind power and enhance the
performance of the power grid. In the wind power market, the Company enables manufacturers to field wind turbines through its
advanced engineering, support services and power electronics products. In the power grid market, the Company enables electric
utilities and renewable energy project developers to connect, transmit and distribute power through its transmission planning
services and power electronics and superconductor-based products. The Company’s wind and power grid products and services
provide exceptional reliability, security, efficiency and affordability to its customers.
The Company’s consolidated financial statements have been prepared on a going concern basis in accordance with United
States generally accepted accounting principles (“GAAP”) and the Securities and Exchange Commission’s (“SEC”) instructions to
Form 10-K. The going concern basis of presentation assumes that the Company will continue operations and will be able to realize
its assets and discharge its liabilities and commitments in the normal course of business.
On March 24, 2015, the Company effected a 1-for-10 reverse stock split of its common stock. Trading of the Company’s
common stock reflected the reverse stock split beginning on March 25, 2015. Unless otherwise indicated, all historical references to
shares of common stock, shares of restricted stock, restricted stock units, shares underlying options, warrants or calculations that use
common stock for per share financial reporting have been adjusted for comparative purposes to reflect the impact of the 1-for-10
reverse stock split as if it had occurred at the beginning of the earliest period presented.
Liquidity
The Company has experienced recurring operating losses and as of March 31, 2017, the Company had an accumulated deficit
of $955.6 million. In addition, the Company has experienced recurring negative operating cash flows. At March 31, 2017, the
Company had cash and cash equivalents of $26.8 million. Cash used in operations for the year ended March 31, 2017 was $11.2
million.
From April 1, 2011 through the date of this filing, the Company has reduced its global workforce substantially, including an
8% reduction in force, primarily affecting employees in its Devens, Massachusetts facility, effective April 4, 2017. The Company
has taken actions to consolidate certain business operations to reduce facility costs. As of March 31, 2017, the Company had a
global workforce of 354 persons. The Company plans to closely monitor its expenses and, if required, expects to further reduce
operating costs and capital spending to enhance liquidity. The Company expects to incur restructuring charges of $1.5 million to
$2.0 million in cash severance expenses in the first quarter of fiscal 2017, in connection with the workforce reduction.
Over the last several years, the Company has entered into several debt and equity financing arrangements in order to enhance
liquidity. During the fiscal years ended March 31, 2013 through 2017, the Company generated aggregate cash flows from financing
activities of $69.9 million, including net proceeds of $2.5 million during the three months ended March 31, 2017 from the
Company's At Market Issuance Sales Agreement ("ATM") with FBR Capital Markets & Co. In addition, on May 10, 2017, the
Company completed an additional equity offering, which generated net proceeds of approximately $14.7 million, after deducting
underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company terminated the
ATM in conjunction with this equity offering. See Note 9, “Debt”, Note 12 “Stockholders’ Equity”, and Note 19, "Subsequent
Events" for further discussion of these financing arrangements. The Company believes that it is in compliance with the covenants
and restrictions included in the agreements governing its debt arrangements as of March 31, 2017.
In December 2015, the Company entered into a set of strategic agreements valued at approximately $210.0 million with Inox,
which includes a multi-year supply contract pursuant to which the Company will supply electric control systems to Inox Wind Ltd.
(“Inox”) and a license agreement allowing Inox to manufacture a limited number of electrical control systems over the next three to
four years. After this initial three to four year period, Inox agreed that the Company will continue as Inox’s preferred supplier and
Inox will be required to purchase from the Company a majority of its electric control systems requirements for an additional three-
year period.
The Company believes based on the information presented above, and its annual management assessment, that it has
sufficient liquidity to fund its operations, capital expenditures and scheduled cash payments under its debt obligations to meet the
liquidity needs for the next twelve months following the issuance of the financial statements. The Company’s liquidity is highly
dependent on its ability to increase revenues, its ability to control its operating costs, its ability to maintain compliance with the
covenants and restrictions on its debt obligations (or obtain waivers from the lender in the event of non-compliance), and its ability
55
to raise additional capital, if necessary. There can be no assurance that the Company will be able to continue to raise additional
capital from other sources or execute on any other means of improving liquidity described above.
2. Summary of Significant Accounting Policies
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany balances and transactions are eliminated. Certain reclassifications of prior years’ amounts have been made to conform
to the current year presentation. These reclassifications had no effect on net income, cash flows from operating activities or
stockholders’ equity.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on
historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. On an
ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, collectability of receivables,
realizability of inventory, goodwill and intangible assets, warranty provisions, stock-based compensation, valuation of warrant and
derivative liabilities, tax reserves, and deferred tax assets. Provisions for depreciation are based on their estimated useful lives using
the straight-line method. Some of these estimates can be subjective and complex and, consequently, actual results may differ from
these estimates under different assumptions or conditions. While for any given estimate or assumption made by the Company’s
management there may be other estimates or assumptions that are reasonable, the Company believes that, given the current facts and
circumstances, it is unlikely that applying any such other reasonable estimate or assumption would materially impact the financial
statements.
Cash Equivalents
Cash equivalents consist of highly liquid instruments with maturities of three months or less that are regarded as high quality,
low risk investments and are measured using such inputs as quoted prices, and are classified within Level 1 of the valuation
hierarchy. Cash equivalents consist principally of certificates of deposits and money market accounts.
Accounts Receivable
Accounts receivable consist of amounts owed by commercial companies and government agencies. Accounts receivable are
stated net of allowances for doubtful accounts. The Company’s accounts receivable relate principally to a limited number of
customers. As of March 31, 2017, Inox, accounted for approximately 52%, and SSE plc for approximately 17% of the Company’s
total receivable balance, with no other customer accounting for greater than 10% of the balance. As of March 31, 2016, Inox,
accounted for approximately 84% of the Company’s total receivable balance, with no other customer accounting for greater than
10% of the balance. Changes in the financial condition or operations of the Company’s customers may result in delayed payments or
non-payments which would adversely impact its cash flows from operating activities and/or its results of operations. As such the
Company may require collateral, advanced payment or other security based upon the customer history and/or creditworthiness. In
determining the allowance for doubtful accounts, the Company evaluates the collectability of accounts receivable based primarily on
the probability of recoverability based on historical collection and write-off experience, the age of past due receivables, specific
customer circumstances, and current economic trends. If the financial condition of the Company’s customers were to deteriorate,
resulting in an impairment of their ability to make payment, additional allowances may be required. Failure to accurately estimate
the losses for doubtful accounts and ensure that payments are received on a timely basis could have a material adverse effect on the
Company’s business, financial condition, results of operations, and cash flows.
Inventory
Inventories include material, direct labor and related manufacturing overhead, and are stated at the lower of cost or net
realizable value determined on a first-in, first-out basis. The Company records inventory when it takes delivery and title to the
product according to the terms of each supply contract.
Program costs may be deferred and recorded as inventory on contracts on which costs are incurred in excess of approved
contractual amounts and/or funding, if future recovery of the costs is deemed probable.
56
At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. Inventories
that management considers excess or obsolete are reserved. Management considers forecasted demand in relation to the inventory
on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence
and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if
demand increases.
For the fiscal years ended March 31, 2017 and 2016, the Company recorded inventory reserves of approximately $1.6 million
and $2.7 million, respectively, based on evaluating its ending inventory on hand for excess quantities and obsolescence. For the
fiscal years ended March 31, 2017, 2016, and 2015, the Company recorded benefits of $1.4 million, $5.0 million, and $8.0 million,
respectively, for the usage of inventories previously reserved.
Property, Plant and Equipment
Property, plant and equipment are carried at cost less accumulated depreciation and amortization. The Company accounts for
depreciation and amortization using the straight-line method to allocate the cost of property, plant and equipment over their
estimated useful lives as follows:
Asset Classification
Building
Process upgrades to the building
Machinery and equipment
Furniture and fixtures
Leasehold improvements
Estimated Useful Life in Years
40
10-40
3-10
3-5
Shorter of the estimated useful life or the remaining lease
term
Expenditures for maintenance and repairs are expensed as incurred. Upon retirement or other disposition of assets, the costs
and related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is reflected in operating
expenses.
Valuation of Long-Lived Assets
The Company periodically evaluates its long-lived assets, consisting principally of fixed assets and amortizable intangible
assets, for potential impairment. In accordance with the applicable accounting guidance for the treatment of long-lived assets, the
Company reviews the carrying value of its long-lived assets or asset group that is held and used, including intangible assets subject
to amortization, for impairment whenever events and circumstances indicate that the carrying value of the assets may not be
recoverable. Under the held and used approach, the asset or asset group to be tested for impairment should represent the lowest level
for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company
evaluates its long-lived assets whenever events or circumstances suggest that the carrying amount of an asset or group of assets may
not be recoverable from the estimated undiscounted future cash flows.
On April 3, 2017, the Board of Directors approved a plan to reduce the Company's global workforce by approximately 8%,
effective April 4, 2017 primarily in its Devens, Massachusetts facility. The Board of Directors also approved a move from the
Company's currently owned 355,000 square-foot facility in Devens, Massachusetts to a smaller facility better suited for its 2G wire
process and systems manufacturing. Since the restructuring activities impacted its Superconductor and Corporate assets group, the
Company concluded that there were indicators of potential impairment of its long-lived assets that required further analysis for these
assets groups as of March 31, 2017. The Company conducted assessments of the recoverability of these assets by comparing the
carrying value of the assets to the pre-tax undiscounted cash flows estimated to be generated by those assets over their remaining
book useful lives. Based on the calculations performed by management, the sum of the undiscounted cash flows forecasted to be
generated by certain assets were less than the carrying value of those assets. Therefore, there were indicators that certain of its
assets were impaired and the Company performed additional analysis. An evaluation of the level of impairment was made by
comparing the fair value of the definite long-lived tangible and intangible assets of its reporting units against their carrying values.
The fair values for the impacted property and equipment were based on what the Company could reasonably expect to sell
each asset for from the perspective of a market participant. The determination of the fair value of its property and equipment
includes estimates and judgments regarding marketability and ultimate sales price of individual assets. The Company utilized
market data and approximations from comparable analyses to arrive at the fair value of the impacted property and equipment. The
fair values of the amortizable intangible assets related to core technology and trade names were determined using primarily the
57
relief-from-royalty method over the estimated economic lives of these assets from a perspective of a market participant. During the
fiscal year ended March 31, 2017, the Company determined that the long-lived assets for the Superconductor and Corporate asset
groups were not impaired as the estimated fair values exceeded the carrying values.
Equity Method Investments
The Company uses the equity method of accounting for investments in entities in which it has an ownership interest, but does
not exercise a controlling interest in the operating and financial policies of an investee. Under this method, an investment is carried
at the acquisition cost, plus the Company’s equity in undistributed earnings or losses since acquisition.
The Company periodically tests its investments for potential impairment whenever events and circumstances indicate a loss
in the fair value of the investments may be other than temporary. During the year ended March 31, 2016, the Company recorded an
impairment charge of $0.7 million on its investment in Tres Amigas. During the year ended March 31, 2015, the Company recorded
an impairment charge of $3.5 million on its investment in Blade Dynamics. Both of these minority investments have been sold as of
March 31, 2017. See Note 15, “Minority Investments”, for further discussion.
Revenue Recognition
The Company recognizes revenue for product sales upon customer acceptance, which can occur at the time of delivery,
installation or post-installation where applicable, provided persuasive evidence of an arrangement exists, delivery has occurred, the
sales price is fixed or determinable and the collectability is reasonably assured. Existing customers are subject to ongoing credit
evaluations based on payment history and other factors. If it is determined during the arrangement that collectability is not
reasonably assured, revenue is recognized on a cash basis of accounting. Certain of the Company’s contracts involve retention
amounts which are contingent upon meeting certain performance requirements through the expiration of the contract warranty
periods. For contractual arrangements that involve retention, the Company recognizes revenue for these amounts upon the expiration
of the warranty period, meeting the performance requirements and when collection of the fee is reasonably assured.
During the year ended March 31, 2011, the Company determined that revenues from certain of its customers in China could
not be recorded for shipments made according to the delivery terms, as the fee was not fixed or determinable or collectability was
not reasonably assured. For these customers, the Company is utilizing a cash basis of accounting with cash applied first against
accounts receivable balances, then costs of shipments (inventory and value added taxes) before recognizing any gross margin.
Payments of $0.9 million were received from these customers during the fiscal year ended March 31, 2017, for past shipments and
recorded as revenue. There were no payments received for past shipments in the fiscal years ended March 31, 2016 and 2015.
For certain arrangements, such as contracts to perform research and development, prototype development contracts and
certain product sales, the Company records revenues using the percentage-of-completion method, measured by the relationship of
costs incurred to total estimated contract costs. Percentage-of-completion revenue recognition accounting is predominantly used on
certain turnkey power systems installations for electric utilities and long-term prototype development contracts with the U.S.
government. The Company follows this method since reasonably dependable estimates of the revenues and costs applicable to
various stages of a contract can be made. However, the ability to reliably estimate total costs at completion is challenging, especially
on long-term prototype development contracts, and could result in future changes in contract estimates. For contracts where
reasonably dependable estimates of the revenues and costs cannot be made, the Company follows the completed-contract method.
The Company enters into sales arrangements that may provide for multiple deliverables to a customer. Sales of certain
products may include extended warranty and support or service packages, and at times include performance bonds. As these
contracts progress, the Company continually assesses the probability of a payout from the performance bond. Should the Company
determine that such a payout is likely; the Company would record a liability. The Company would reduce revenue to the extent a
liability is recorded. In addition, the Company enters into licensing arrangements that include training services.
Deliverables are separated into more than one unit of accounting when (1) the delivered element(s) have value to the
customer on a stand-alone basis, and (2) delivery of the undelivered element(s) is probable and substantially in the control of the
Company. In general, revenues are separated between the different product shipments which have stand-alone value, and the
various services to be provided. Revenue for product shipments is recognized in accordance with the Company’s policy for product
sales, while revenues for the services are recognized over the period of performance. The Company identifies all goods and/or
services that are to be delivered separately under a sales arrangement and allocates revenue to each deliverable based on the
element’s fair value as determined by vendor-specific objective evidence (“VSOE”), which is the price charged when that element is
sold separately, or third-party evidence (“TPE”). When VSOE and TPE are unavailable, fair value is based on the Company’s best
estimate of selling price utilizing a cost plus reasonable margin consistent with how the Company has set pricing historically for
similar products and services. When the Company’s estimates are used to determine fair value, management makes its estimates
58
using reasonable and objective evidence to determine the price. The Company reviews VSOE and TPE at least annually. If the
Company concludes it is unable to establish fair values for one or more undelivered elements within a multiple-element arrangement
using VSOE then the Company uses TPE or the best estimate of the selling price for that unit of accounting, being the price at which
the vendor would transact if the unit of accounting were sold by the vendor regularly on a standalone basis.
The Company’s license agreements provide either for the payment of contractually determined paid-up front license fees or
milestone based payments in consideration for the grant of rights to manufacture and or sell products using its patented technologies
or know-how. Some of these agreements provide for the release of the licensee from intellectual property infringements past and
future claims. When the Company can determine that it has no further obligations other than the grant of the license and that the
Company has fully transferred the technology know-how, the Company recognizes the revenue under a completed contract model.
In other license arrangements, the Company may also agree to provide training services to transfer the technology know-how. In
these arrangements, the Company has determined that the licenses have no standalone value to the customer and are not separable
from training services as the Company can only fully transfer the technology know-how through the training component.
Accordingly, the Company accounts for these arrangements as a single unit of accounting, and recognizes revenue over the period of
its performance and milestones that have been achieved. Costs for these arrangements are expensed as incurred.
In December 2015, the Company entered into a set of strategic agreements valued at approximately $210.0 million with Inox,
which includes a multi-year supply contract pursuant to which the Company will supply electric control systems to Inox and a
license agreement allowing Inox to manufacture a limited number of electrical control systems over the next three to four
years. The Company determined this license has standalone value to the customer and can be separated from the supply
contract. The license agreement includes customer acceptance criteria to demonstrate that the know-how to manufacture the
electrical control systems has been fully transferred. The Company is deferring recognition of the revenue allocable to the license
until this acceptance criteria has been met.
In March 2016, the Company entered into a set of agreements to jointly develop an advanced, low cost manufacturing
process for second generation high temperature superconductor wire with BASF. Under the joint development agreement, the
Company’s manufacturing know-how for its Amperium® superconductor wire and BASF's chemical solution deposition production
technology will be combined. As part of the agreements, the Company also entered into a royalty-bearing, non-exclusive license
under which the Company agreed to provide BASF a specified portion of its second generation (2G) high temperature
superconductor (HTS) wire manufacturing technology. The Company determined that the license rights it provides to BASF have
standalone value from the ongoing joint development effort. The Company transferred the license rights to BASF in March 2016
recording $3.0M of license revenue in the fiscal year ended March 31, 2016 as there were no remaining obligations associated with
these rights. Any newly developed intellectual property as a result of the joint development will be owned by BASF. Should this
development effort be successful, the Company has the right to incorporate this new technology into its manufacturing process on a
royalty-free basis. BASF has also agreed to make guaranteed annual payments to the Company through fiscal 2017 and has an
option to continue the joint development through fiscal 2018. The Company is recording revenue for the research and development
services being provided over the term of the arrangement.
The Company has elected to record taxes collected from customers on a net basis and does not include tax amounts in
revenue or costs of revenue.
Customer deposits received in advance of revenue recognition are recorded as deferred revenue until customer acceptance is
received. Deferred revenue also represents the amount billed to and/or collected from commercial and government customers on
contracts which permit billings to occur in advance of contract performance/revenue recognition.
Product Warranty
Warranty obligations are incurred in connection with the sale of the Company’s products. The Company generally provides a
one to three year warranty on its products, commencing upon installation. The costs incurred to provide for these warranty
obligations are estimated and recorded as an accrued liability at the time of sale. Future warranty costs are estimated based on
historical performance rates and related costs to repair given products. The accounting estimate related to product warranty involves
judgment in determining future estimated warranty costs. Should actual performance rates or repair costs differ from estimates,
revision to the estimated warranty liability would be required.
Research and Development Costs
Research and development costs are expensed as incurred.
59
Income Taxes
The Company’s provision for income taxes is comprised of a current and a deferred portion. The current income tax
provision is calculated as the estimated taxes payable or refundable on tax returns for the current year. The deferred income tax
provision is calculated for the estimated future tax effects attributable to temporary differences and carry-forwards using expected
tax rates in effect in the years during which the differences are expected to reverse.
Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each fiscal year end based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when
necessary to reduce net deferred tax assets to the amount expected to be realized. The Company has provided a valuation allowance
against its U.S. and certain foreign deferred income tax assets since the Company believes that it is more likely than not that these
deferred tax assets are not currently realizable due to uncertainty around profitability in the future.
Accounting for income taxes requires a two-step approach to recognizing and measuring uncertain tax positions. The first
step is to evaluate the tax position for recognition by determining if, based on the technical merits, it is more likely than not that the
position will be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step is to
measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company
reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to,
changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Any changes in
these factors could result in the recognition of a tax benefit or an additional charge to the tax provision. The Company includes
interest and penalties related to gross unrecognized tax benefits within the provision for income taxes. See Note 11, “Income
Taxes,” for further information regarding its income tax assumptions and expenses.
The Company evaluates its permanent reinvestment assertions with respect to foreign earnings at each reporting period. The
Company has not recorded a deferred tax asset for the temporary difference associated with the excess of the tax basis over its book
basis in its Austrian and Chinese subsidiaries as the future tax benefit is not expected to reverse in the foreseeable future. The
Company has recorded a deferred tax liability as of March 31, 2017 for the undistributed earnings of its remaining foreign
subsidiaries for which it can no longer assert are permanently reinvested. The total amount of undistributed earnings available to be
repatriated at March 31, 2017 was $2.1 million resulting in the recording of a $0.7 million net deferred federal and state income tax
liability. See Note 11, “Income Taxes,” for further information regarding its income tax assumptions and expenses.
Stock-Based Compensation
The Company accounts for stock-based payment transactions using a fair value-based method and recognizes the related
expense in the results of operations.
Stock-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense
over the requisite service period of the award. The fair value of restricted stock awards is determined by reference to the fair market
value of the Company’s common stock on the date of grant. The Company uses the Black-Scholes option pricing model to estimate
the fair value of awards with service and performance conditions. For awards with service conditions only, the Company recognizes
compensation cost on a straight-line basis over the requisite service/vesting period. For awards with performance conditions,
accruals of compensation cost are made based on the probable outcome of the performance conditions. The cumulative effect of
changes in the probability outcomes are recorded in the period in which the changes occur.
Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price
volatilities of the Company’s common stock and expected terms. The expected volatility rates are estimated based on historical and
implied volatilities of the Company’s common stock. The expected term represents the average time that the options that vest are
expected to be outstanding based on the vesting provisions and the Company’s historical exercise, cancellation and expiration
patterns.
The Company estimates pre-vesting forfeitures when recognizing compensation expense based on historical and forward-
looking factors. Changes in estimated forfeiture rates and differences between estimated forfeiture rates and actual experience may
result in significant, unanticipated increases or decreases in stock-based compensation expense from period to period. The
termination of employment of certain employees who hold large numbers of stock-based awards may also have a significant,
unanticipated impact on forfeiture experience and, therefore, on stock-based compensation expense. The Company will update these
assumptions on at least an annual basis and on an interim basis if significant changes to the assumptions are warranted.
The Company's adoption of ASU 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee
Share-Based Payment Accounting also resulted in the prospective classification of excess tax benefits as cash flows from operating
60
activities in the same manner as other cash flows related to income taxes within the consolidated statements of cash flows. Based on
the prospective method of adoption chosen, the classification of excess tax benefits within the consolidated statements of cash flows
for prior periods presented has not been adjusted to reflect the change.
Computation of Net Loss per Common Share
Basic net loss per share (“EPS”) is computed by dividing net loss by the weighted-average number of common shares
outstanding for the period. Diluted EPS is computed by dividing the net loss by the weighted-average number of common shares and
dilutive common equivalent shares outstanding during the period, calculated using the treasury stock method. Common equivalent
shares include the effect of restricted stock, exercise of stock options and warrants and contingently issuable shares. For the fiscal
years ended March 31, 2017, 2016, and 2015, common equivalent shares of 1,538,418, 1,552,959, and 1,567,352, respectively, were
not included in the calculation of diluted EPS as they were considered antidilutive. The following table reconciles the numerators
and denominators of the EPS calculation for the fiscal years ended March 31, 2017, 2016, and 2015 (in thousands except per share
amounts):
Numerator:
Net loss
Denominator:
Weighted-average shares of common stock outstanding
Weighted-average shares subject to repurchase
Shares used in per-share calculation (cid:650) basic
Shares used in per-share calculation (cid:650) diluted
Net loss per share (cid:650) basic
Net loss per share (cid:650) diluted
Foreign Currency Translation
Fiscal year ended March 31,
2017
2016
2015
$
(27,373) $
(23,139) $
(48,656)
14,231
(427)
13,804
13,804
(1.98) $
(1.98) $
13,295
(117)
13,178
13,178
(1.76) $
(1.76) $
$
$
8,559
(82)
8,477
8,477
(5.74)
(5.74)
The functional currency of all the Company’s foreign subsidiaries is the U.S. dollar, except for AMSC Austria, for which the
local currency (Euro) is the functional currency, and AMSC China, for which the local currency (Renminbi) is the functional
currency. The assets and liabilities of AMSC Austria and AMSC China are translated into U.S. dollars at the exchange rate in effect
at the balance sheet date and income and expense items are translated at average rates for the period. Cumulative translation
adjustments are excluded from net loss and shown as a separate component of stockholders’ equity. Net foreign currency gains
(losses) are included in net loss and were $0.1 million, $(2.3) million, and $2.8 million for the fiscal years ended March 31, 2017,
2016 and 2015, respectively. The Company has no restrictions on the foreign exchange activities of its foreign subsidiaries,
including the payment of dividends and other distributions.
Risks and Uncertainties
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ
from those estimates and would impact future results of operations and cash flows.
The Company invests its available cash in high credit, quality financial instruments and invests primarily in investment-grade
marketable securities, including, but not limited to, government obligations, money market funds and corporate debt instruments.
Several of the Company’s government contracts are being funded incrementally, and as such, are subject to the future
authorization, appropriation, and availability of government funding. The Company has a history of successfully obtaining financing
under incrementally-funded contracts with the U.S. government and it expects to continue to receive additional contract
modifications in the year ending March 31, 2018 and beyond as incremental funding is authorized and appropriated by the
government.
Contingencies
61
From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The
Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable
and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional
information is known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated,
a liability is not recorded in the consolidated financial statements. If, with respect to a matter, it is not both probable to result in
liability and the amount of loss cannot be reasonably estimated, an estimate of possible loss or range of loss is disclosed unless such
an estimate cannot be made. The Company does not recognize gain contingencies until they are realized. Legal costs incurred in
connection with loss contingencies are expensed as incurred. See Note 13, “Commitments and Contingencies,” for further
information regarding the Company’s pending litigation.
Disclosure of Fair Value of Financial Instruments
The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable,
accrued expenses, warrants to purchase shares of common stock, derivatives, and a senior secured term loan. The carrying amounts
of cash and cash equivalents, accounts receivable, short-term debt, accounts payable, and accrued expenses due to their short nature
approximate fair value at March 31, 2017 and 2016. The estimated fair values have been determined through information obtained
from market sources and management estimates. The fair value for the warrant arrangements has been estimated by management
based on the terms that it believes it could obtain in the current market for debt with the same terms and similar maturities. The
Company classifies the estimates used to fair value these instruments as Level 3 inputs See Note 3, “Fair Value Measurements” for a
full discussion on fair value measurements.
3. Fair Value Measurements
A valuation hierarchy for disclosure of the inputs to valuation used to measure fair value has been established. This hierarchy
prioritizes the inputs into three broad levels as follows:
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.
The Company provides a gross presentation of activity within Level 3 measurement roll-forward and details of transfers in
and out of Level 1 and 2 measurements. A change in the hierarchy of an investment from its current level is reflected in the period
during which the pricing methodology of such investment changes. Disclosure of the transfer of securities from Level 1 to Level 2
or Level 3 is made in the event that the related security is significant to total cash and investments. The Company did not have any
transfers of assets and liabilities from Level 1 and Level 2 to Level 3 of the fair value measurement hierarchy during the year ended
March 31, 2017.
A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is
significant to the fair value measurement.
The following table provides the assets and liabilities carried at fair value on a recurring basis, measured as of March 31,
2017 and 2016 (in thousands):
62
March 31, 2017:
Assets:
Cash equivalents
Derivative liabilities:
Warrants
March 31, 2016:
Assets:
Cash equivalents
Derivative liabilities:
Warrants
Total
Carrying
Value
Quoted Prices in
Active Markets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
14,105 $
14,105 $
1,923 $
— $
— $
— $
—
1,923
Total
Carrying
Value
Quoted Prices in
Active Markets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
16,040 $
16,040 $
3,227 $
— $
— $
— $
—
3,227
$
$
$
$
The table below reflects the activity for the Company’s major classes of liabilities measured at fair value on a recurring basis
(in thousands):
April 1, 2016
Mark to market adjustment
Balance at March 31, 2017
April 1, 2015
Mark to market adjustment
Balance at March 31, 2016
Valuation Techniques
Cash Equivalents
Warrants
Warrants
3,227
(1,304)
1,923
2,999
228
3,227
$
$
$
$
Cash equivalents consist of highly liquid instruments with maturities of three months or less that are regarded as high quality,
low risk investments and are measured using such inputs as quoted prices, and are classified within Level 1 of the valuation
hierarchy. Cash equivalents consist principally of certificates of deposits and money market accounts.
Warrants
Warrants were issued in conjunction with a Securities Purchase Agreement (the “Purchase Agreement”) with Capital Ventures
International (“CVI”), an equity offering to Hudson Bay Capital in November 2014, and a Loan and Security Agreement with
Hercules Technology Growth Capital, Inc. (“Hercules”). See Note 9, “Debt,” and Note 10 “Warrants and Derivative Liabilities,” for
additional information. These warrants are subject to revaluation at each balance sheet date, and any change in fair value will be
recorded as a change in fair value in derivatives and warrants until the earlier of their exercise or expiration.
The Company relies on various assumptions in a lattice model to determine the fair value of warrants. The Company has
valued the warrants within Level 3 of the valuation hierarchy. See Note 10, “Warrants and Derivative Liabilities,” for a discussion of
the warrants and the valuation assumptions used.
4. Accounts Receivable
Accounts receivable at March 31, 2017 and March 31, 2016 consisted of the following (in thousands):
63
Accounts receivable (billed)
Accounts receivable (unbilled)
Less: Allowance for doubtful accounts
Accounts receivable, net
5. Inventory
March 31,
2017
March 31,
2016
$
$
7,436 $
574
(54)
7,956 $
18,089
1,229
(54)
19,264
Inventory at March 31, 2017 and March 31, 2016 consisted of the following (in thousands):
Raw materials
Work-in-process
Finished goods
Deferred program costs
Net inventory
March 31,
2017
March 31,
2016
4,263 $
426
8,016
4,757
17,462 $
9,665
3,411
3,215
2,221
18,512
$
$
The Company recorded inventory write-downs of $1.6 million and $2.7 million for the fiscal years ended March 31, 2017
and 2016, respectively. These write downs were based on evaluating its inventory on hand for excess quantities and obsolescence.
Deferred program costs as of March 31, 2017 and March 31, 2016 primarily represent costs incurred on programs accounted
for under contract accounting where the Company needs to complete development milestones before revenue and costs will be
recognized.
6. Property, Plant and Equipment
The cost and accumulated depreciation of property and equipment at March 31, 2017 and 2016 are as follows (in thousands):
Land
Construction in progress - equipment
Buildings
Equipment and software
Furniture and fixtures
Leasehold improvements
Property, plant and equipment, gross
Less accumulated depreciation
Property, plant and equipment, net
March 31,
2017
March 31,
2016
$
$
3,643 $
601
34,549
73,445
1,201
2,442
115,881
(72,443)
43,438 $
3,643
601
34,549
73,659
1,215
3,600
117,267
(67,489)
49,778
Depreciation expense was $7.0 million, $7.4 million, and $9.0 million, for the fiscal years ended March 31, 2017, 2016, and
2015, respectively.
7. Intangible Assets
Intangible assets at March 31, 2017 and 2016 consisted of the following (in thousands):
2017
2016
Licenses
Core technology and know-how
Intangible assets
$
$
Gross
Amount
4,422
4,806
Accumulated
Amortization
$
(4,134) $
(4,793)
Net Book
Value
288
13
9,228
$
(8,927) $
301
64
Gross
Amount
4,422
5,010
Accumulated
Amortization
$
(3,739) $
(4,839)
9,432
$
(8,578) $
$
$
Net Book
Value
683
171
854
Estimated
Useful Life
7
5-10
The Company recorded intangible amortization expense of $0.6 million, $0.6 million, and $0.6 million for the fiscal years
ended March 31, 2017, 2016, and 2015, respectively.
Expected future amortization expense related to intangible assets is as follows (in thousands):
Fiscal years ending March 31,
Total
2018
Total
$
The geographic composition of intangible assets is as follows (in thousands):
Intangible assets by geography:
U.S.
Total
March 31,
2017
2016
$
$
301 $
301 $
The business segment composition of intangible assets is as follows (in thousands):
Intangible assets by business segments:
Grid
Total
8. Accounts Payable and Accrued Expenses
March 31,
2017
2016
$
301
301 $
301
301
854
854
854
854
Accounts payable and accrued expenses at March 31, 2017 and March 31, 2016 consisted of the following (in thousands):
Accounts payable
Accrued inventories in-transit
Accrued other miscellaneous expenses
Accrued compensation
Income taxes payable
Accrued warranty
Total
March 31,
2017
March 31,
2016
3,207 $
313
2,240
5,042
1,344
2,344
14,490 $
5,837
1,908
3,003
7,526
1,281
3,601
23,156
$
$
The Company generally provides a one to three year warranty on its products, commencing upon installation. A provision is
recorded upon revenue recognition to cost of revenues for estimated warranty expense based on historical experience.
Product warranty activity was as follows (in thousands):
Fiscal Years Ended March 31,
2017
2016
$
$
3,601 $
1,219
(2,476)
2,344 $
3,934
1,865
(2,198)
3,601
Balance at beginning of period
Change in accruals for warranties during the period
Settlements during the period
Balance at end of period
9. Debt
Senior Secured Term Loans
65
On November 15, 2013, the Company amended its existing Loan and Security Agreement with Hercules, and entered into a
term loan (the “Term Loan B”), borrowing $10.0 million. After closing fees and expenses, the net proceeds to the Company for the
Term Loan B were $9.8 million. The Term Loan B bore an interest rate of 11% plus the percentage, if any, by which the prime rate
as reported by the Wall Street Journal exceeds 3.75%. The Company repaid the Term Loan B in equal monthly installments ending
on November 1, 2016, when the loan was repaid in full. The Company paid an end of term fee of $0.5 million upon the maturity of
the Term Loan B, which had been accrued at inception of the loan with a corresponding amount recorded into the debt discount. In
addition, the Company incurred $0.2 million of legal and origination costs at the inception of the loan, which have been recorded as
a debt discount.
On December 19, 2014, the Company entered into a second amendment with Hercules (the “Hercules Second Amendment”)
and entered into a new term loan, borrowing an additional $1.5 million (the “Term Loan C”). After closing fees and expenses, the
net proceeds to the Company for the Term Loan C were $1.4 million. The Term Loan C is also referred to as the “Term Loan”. The
Term Loan C also bears the same interest rate as the Term Loan B, which increased to 11.25% effective March 16, 2017. The
Company will make interest only payments until maturity on June 1, 2017, when the loan is scheduled to be repaid in its
entirety. The maturity date of the Term Loan C was extended from March 1, 2017 to June 1, 2017 due to the Company’s April 2015
equity offering which raised more than $10 million in new capital before December 31, 2015. The Company will pay an end of
term fee of approximately $0.1 million upon earlier of maturity or prepayment of the Term Loan C. The Company has accrued the
end of term fee and recorded a corresponding amount in the debt discount. The Term Loan C includes a mandatory prepayment
feature that allows Hercules the right to use any of the Company's net proceeds from specified asset dispositions greater than $1.0
million in a calendar year to pay off any outstanding accrued interest and principle balances on the Term Loan C. The Company
determined the fair value to be de-minimus for this feature. In addition, the Company incurred approximately $0.1 million of legal
and origination costs in the three months ended December 31, 2014, which have been recorded as a debt discount.
Hercules received warrants to purchase 13,927 shares of common stock (the “First Warrant”) and 25,641 shares of common
stock (the “Second Warrant”) in conjunction with a prior term loan which has been repaid in full and the Term Loan B. Due to
certain adjustment provisions within the warrants, they qualified for liability accounting and the fair value of the warrants $0.4
million and $0.2 million, respectively, was recorded upon issuance to debt discount and a warrant liability. In conjunction with the
Hercules Second Amendment, the First Warrant and Second Warrant were canceled and replaced with the issuance of a new warrant
(the “Hercules Warrant”) to purchase 58,823 shares of common stock at an exercise price of $11.00 per share, subject to
adjustment. The Warrant expires on June 30, 2020. See Note 10, “Warrants and Derivative Liabilities”, for a discussion on the
Warrant and the valuation assumptions used.
Under Term Loan B, the total debt discount including the Warrant, end of term fee and legal and origination costs of $1.0
million was amortized into interest expense over the term of the Term Loan B using the effective interest method. During the years
ended March 31, 2017 and 2016, the Company recorded non-cash interest expense for amortization of the debt discount related to
the Term Loan B of less than $0.1 million and $0.2 million, respectively. Under Term Loan C, the total debt discount, including the
Warrant, end of term fee and legal and origination costs of $0.3 million is being amortized into interest expense over the term of the
Term Loan C using the effective interest method. During each of the fiscal years ended March 31, 2017 and 2016, the Company
recorded non-cash interest expense for amortization of the debt discount related to the Term Loan C of $0.1 million.
The Term Loan is secured by substantially all of the Company’s existing and future assets, including a mortgage on real
property owned by the Company’s wholly-owned subsidiary, ASC Devens LLC, and located at 64 Jackson Road, Devens,
Massachusetts. The Term Loan contains certain covenants that restrict the Company’s ability to, among other things, incur or
assume certain debt, merge or consolidate, materially change the nature of the Company’s business, make certain investments,
acquire or dispose of certain assets, make guarantees or grant liens on its assets, make certain loans, advances or investments,
declare dividends or make distributions or enter into transactions with affiliates. In addition, there is a covenant that requires the
Company to maintain a minimum unrestricted cash balance (the “Minimum Threshold”) in the United States. As a result of the
Company’s April 2015 equity offering, the Minimum Threshold was reduced to the lesser of $2.0 million or the aggregate
outstanding principal balance of the then outstanding term loans. As of March 31, 2017, the Minimum Threshold was $1.5
million. The events of default under the Term Loan include, but are not limited to, failure to pay amounts due, breaches of
covenants, bankruptcy events, cross defaults under other material indebtedness and the occurrence of a material adverse effect
and/or change in control. In the case of a continuing event of default, Hercules may, among other remedies, declare due all unpaid
principal amounts outstanding and any accrued but unpaid interest and foreclose on all collateral granted to Hercules as security
under the Term Loan.
Interest expense for the fiscal years ended March 31, 2017, 2016 and 2015, was $0.4 million, $1.0 million and $1.7 million,
respectively, which included $0.2 million, $0.4 million and $0.5 million, respectively, of non-cash interest expense related to the
amortization of the debt discount and payment of the Note in Company common stock at a discount.
66
Although the Company believes that it is in compliance with the covenants and restrictions under the Term Loan as of
March 31, 2017, there can be no assurance that the Company will remain in compliance until the maturity of the Term Loan.
10. Warrants and Derivative Liabilities
Senior Convertible Note Warrant
On April 4, 2012, the Company entered into the Purchase Agreement with CVI. The Purchase Agreement included a warrant
to purchase 309,406 shares of the Company’s common stock (the “Original Warrant”). Pursuant to an exchange in October 2013, the
Original warrant was exchanged for a new warrant (the “Exchanged Warrant”). The Exchanged Warrant is exercisable at any time
on or after the date that is six months after the issuance of the Original Warrant and entitles CVI to purchase shares of the
Company’s common stock for a period of five years from the date the Original Warrant becomes exercisable at an exercise price
equal to $15.70 per share, after giving effect to certain price-based and other anti-dilution adjustments including the sale of common
stock under the ATM entered into in January 2017. See Note 12, "Stockholders Equity" for further discussion. The Exchanged
Warrant may not be exercised if, after giving effect to the conversion, CVI together with its affiliates, would beneficially own in
excess of 4.99% of the Company’s common stock. This percentage may be raised to any other percentage not in excess of 9.99% at
the option of CVI, upon at least 61-days prior notice to the Company, or lowered to any other percentage, at the option of CVI, at
any time.
The Company calculated the fair value of the warrant, utilizing an integrated lattice model. The lattice model is an option
pricing model that involves the construction of a binomial tree to show the different paths that the underlying asset may take over
the option’s life. A lattice model can take into account expected changes in various parameters such as volatility over the life of the
options, providing more accurate estimates of option prices than the Black-Scholes model. See Note 3, “Fair Value Measurements”
for further discussion
The Company accounts for the Exchanged Warrant as a liability due to certain adjustment provisions within the warrant,
which requires that it be recorded at fair value. The Exchanged Warrant is subject to revaluation at each balance sheet date and any
change in fair value is recorded as a change in fair value of derivatives and warrants until the earlier of its expiration or its exercise
at which time the warrant liability will be reclassified to equity.
Following is a summary of the key assumptions used to calculate the fair value of the Exchanged Warrant:
67
Fiscal Year 16
Risk-free interest
rate
Expected annual
dividend yield
Expected volatility
Term (years)
Fair value
Fiscal Year 15
Risk-free interest
rate
Expected annual
dividend yield
Expected volatility
Term (years)
Fair value
Fiscal Year 14
Risk-free interest
rate
Expected annual
dividend yield
Expected volatility
Term (years)
Fair value
March 31,
December 31,
September 30,
June 30,
2017
2016
0.91%
0.56%
—
44.12%
0.51
$—
—
58.04%
0.76
2016
0.59%
—
70.50%
1.01
2016
0.48%
—
76.30%
1.26
$0.1 million
$0.2 million
$0.4 million
March 31,
December 31,
September 30,
June 30,
2016
0.66%
—
76.76%
1.51
2015
0.96%
—
76.68%
1.76
2015
0.64%
—
73.39%
2.01
2015
0.74%
—
71.61%
2.26
$0.4 million
$0.3 million
$0.1 million
$0.2 million
March 31,
December 31,
September 30,
June 30,
March 31,
2015
0.73%
—
70.42%
2.51
2014
1.00%
—
72.38%
2.76
2014
1.07%
—
76.20%
3.01
2014
2014
0.98%
1.11%
—
83.50%
3.26
—
80.99%
3.51
$0.3 million
$0.5 million
$1.5 million
$2.3 million
$2.2 million
The Company recorded a net gain, resulting from the decrease in the fair value of the Exchanged Warrant, of $0.4 million in
the fiscal year ended March 31, 2017. The Company recorded a net loss, resulting from an increase in the fair value of the
Exchanged Warrant, of $0.1 million, and a net gain, of $1.9 million to change in fair value of derivatives and warrants in the fiscal
years ended March 31, 2016 and 2015, respectively.
Hercules Warrant
On December 19, 2014, the Company entered into the Hercules Second Amendment, (see Note 10, “Debt” for additional
information). In conjunction with the agreement, the Company issued the Hercules Warrant to purchase 58,823 shares of the
Company’s common stock. The Hercules Warrant is exercisable at any time after its issuance at an exercise price of $9.38 per share,
subject to certain price-based and other anti-dilution adjustments, including sales of common stock under the ATM entered into in
January 2017, and expires on June 30, 2020. See Note 12, "Stockholders Equity" for further discussion. The Company accounts for
the Hercules Warrant as a liability due to certain provisions within the warrant. The Hercules Warrant is subject to revaluation at
each balance sheet date and any change in fair value is recorded as a change in fair value of derivatives and warrants until the earlier
of its expiration or its exercise, at which time the warrant liability will be reclassified to equity.
Following is a summary of the key assumptions used to calculate the fair value of the Hercules Warrant:
68
Fiscal Year 16
Risk-free interest rate
Expected annual dividend yield
Expected volatility
Term (years)
Fair value
Fiscal Year 15
Risk-free interest rate
Expected annual dividend yield
Expected volatility
Term (years)
Fair value
Fiscal Year 14
Risk-free interest rate
Expected annual dividend yield
Expected volatility
Term (years)
Fair value
March 31,
December 31,
September 30,
June 30,
2017
1.55%
—
66.51%
3.25
2016
1.57%
—
67.28%
3.50
2016
0.97%
—
67.98%
3.75
2016
0.86%
—
68.34%
4.00
$0.2 million
$0.2 million
$0.2 million
$0.3 million
March 31,
December 31,
September 30,
June 30,
2016
2015
2015
2015
1.08%
—
70.25%
4.25
$0.2 million
1.65%
—
73.57%
4.50
$0.2 million
1.31%
—
75.32%
4.75
$0.1 million
New Issuance
1.63%
—
72.57%
5.00
$0.2 million
March 31,
December 31,
December 19,
2015
2014
2014
1.41%
—
74.60%
5.25
$0.2 million
1.73%
—
77.43%
5.50
$0.2 million
1.74%
—
70.26%
5.53
$0.2 million
The Company recorded no significant change, in the fair value of the Hercules Warrant in the fiscal years ended March 31,
2017, 2016 and 2015, respectively.
November 2014 Warrant
On November 13, 2014, the Company completed an offering of approximately 909,090 units of the Company’s common
stock with Hudson Bay Capital. Each unit consisted of one share of the Company’s common stock and 0.9 of a warrant to purchase
one share of common stock, or a warrant to purchase in the aggregate 818,181 shares (the “November 2014 Warrant”). The
November 2014 Warrant is exercisable at any time, at an exercise price equal to $9.33 per share, subject to certain price-based and
other anti-dilution adjustments, including sales of common stock under the ATM entered into in January 2017, and expires on
November 13, 2019. See Note 12, "Stockholders Equity" for further discussion. The Company accounts for the November 2014
Warrant as a liability due to certain provisions within the warrant. The November 2014 Warrant is subject to revaluation at each
balance sheet date and any change in fair value is recorded as a change in fair value of derivatives and warrants until the earlier of its
expiration or its exercise, at which time the warrant liability will be reclassified to equity.
Following is a summary of the key assumptions used to calculate the fair value of the November 2014 Warrant:
69
Fiscal Year 16
Risk-free interest rate
Expected annual dividend yield
Expected volatility
Term (years)
Fair value
Fiscal Year 15
Risk-free interest rate
Expected annual dividend yield
Expected volatility
Term (years)
Fair value
Fiscal Year 14
Risk-free interest rate
Expected annual dividend yield
Expected volatility
Term (years)
Fair value
March 31,
December 31,
September 30,
June 30,
2017
1.41%
—
66.53%
2.62
2016
1.43%
—
69.31%
2.87
2016
0.93%
—
68.96%
3.12
2016
0.77%
—
70.01%
3.37
$1.8 million
$2.3 million
$2.3 million
$3.2 million
March 31,
December 31,
September 30,
June 30,
2016
2015
2015
2015
0.98%
—
69.88%
3.62
$2.6 million
1.51%
—
70.02%
3.87
$2.1 million
1.17%
—
73.02%
4.12
$1.3 million
New Issuance
1.44%
—
74.18%
4.37
$1.8 million
March 31,
December 31,
November 13,
2015
2014
2014
1.28%
—
75.96%
4.62
$2.5 million
1.61%
—
78.00%
4.87
$3.2 million
1.64%
—
72.86%
5.00
$4.3 million
The Company recorded a net gain, resulting from a decrease in the fair value of the November 2014 Warrant, of $0.8 million,
a net loss, resulting from an increase in the fair value of the November 2014 Warrant, of $0.1 million, and a net gain, of $1.8 million
to change in fair value of derivatives and warrants in the fiscal years ended March 31, 2017, 2016 and 2015, respectively.
The Company prepared its estimates for the assumptions used to determine the fair value of the warrants issued in
conjunction with both the Exchanged Note, the Term Loans, and the November 2014 Warrant utilizing the respective terms of the
warrants with similar inputs, as described above.
11. Income Taxes
Loss before income taxes for the fiscal years ended March 31, 2017, 2016, and 2015 are provided in the table as follows (in
thousands):
Loss before income tax expense:
U.S.
Foreign
Total
Fiscal years ended March 31,
2017
2016
2015
$
$
(31,664) $
5,433
(26,231) $
(29,436) $
8,688
(20,748) $
(40,277)
(8,563)
(48,840)
The components of income tax expense (benefit) attributable to continuing operations consist of the following (in thousands):
70
Current
Federal
State
Foreign
Total current
Deferred
Federal
State
Foreign
Total deferred
Fiscal years ended March 31,
2017
2016
2015
$
765 $
—
619
1,384
60
—
(302)
(242)
459 $
—
1,950
2,409
(18)
—
—
(18)
47
—
(274)
(227)
43
—
—
43
Income tax (benefit) expense
$
1,142 $
2,391 $
(184)
The reconciliation between the statutory federal income tax rate and the Company’s effective income tax rate is shown below.
Statutory federal income tax rate
State income taxes, net of federal benefit
Deemed dividend and dividends paid
Foreign income tax rate differential
Stock options
Nondeductible expenses
Research and development tax credit
Deferred warrants
Reversal of uncertain tax benefits
True-up of NOLs
Settlement of intercompany balances
Nondeductible foreign currency exchange remeasurement loss
Valuation allowance
Effective income tax rate
Fiscal years ended March 31,
2017
2016
2015
(34)%
—
20
(1)
—
—
(2)
(2)
—
(40)
—
—
63
4 %
(34)%
1
5
5
1
—
(5)
—
—
19
(9)
10
18
11 %
(34)%
2
1
6
1
1
—
(3)
(6)
—
—
—
32
— %
71
The following is a summary of the principal components of the Company’s deferred tax assets and liabilities (in thousands):
March 31,
2017
March 31,
2016
Deferred tax assets:
Net operating loss carryforwards
Research and development and other tax credit carryforwards
Accruals and reserves
Fixed assets and intangible assets
Other
$
297,961 $
11,965
26,222
2,250
12,454
350,852
(315,092)
35,760
(25,841)
(9,637)
(35,478)
$
282 $
281,098
11,878
28,088
2,393
14,494
337,951
(301,393)
36,558
(27,117)
(9,408)
(36,525)
33
Gross deferred tax assets
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Intercompany debt
Other
Total deferred tax liabilities
Net deferred tax asset
In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation- Stock Compensation:
Improvements to Employee Share-Based Payment Accounting. The guidance simplifies several aspects of the accounting for
employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding
requirements, as well as classification of excess tax benefits in the consolidated statements of cash flows. This amendment is
effective for annual periods beginning after December 15, 2016 and early adoption is permitted. The Company elected to early adopt
the new guidance in the fourth quarter of fiscal 2016 which requires them to reflect any adjustments as of April 1, 2016, the
beginning of the annual period that includes the interim period of adoption. The Company has not changed the way it accounts for
forfeitures. Prior to April 1, 2016, the Company recognized the excess tax benefits of stock-based compensation expense as
additional paid-in capital ("APIC"), and tax deficiencies of stock-based compensation expense in the income tax provision or as
APIC to the extent that there were sufficient recognized excess tax benefits previously recognized. As a result of the prior guidance
that the excess tax benefits reduce taxes payable prior to being recognized as an increase in capital, the Company had not recognized
certain deferred tax assets (all tax attributes such as loss ) that could be attributed to tax deductions related to equity compensation in
excess of compensation recognized for financial reporting. Effective April 1, 2016, the Company early adopted a change in
accounting policy in accordance with ASU 2016-09 to account for excess tax benefits and tax deficiencies as income tax expense or
benefit, treated as discrete items in the reporting period in which they occur, and to recognize previously unrecognized deferred tax
assets that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation in excess of
compensation recognized for financial reporting. No prior periods were restated as a result of this change in accounting policy as
the Company previously maintained a valuation allowance against its deferred tax assets that could be attributed to equity
compensation in excess of compensation recognized for financial reporting. As a result of the early adoption of ASU 2016-09, the
Company recognized an increase to their deferred tax asset of $18.0M offset by an increase in the Company’s valuation allowance.
There was no impact to the Company’s financial statements as a result of the adoption
The Company has provided a full valuation allowance against its net deferred income tax assets since it is more likely than
not that its deferred tax assets are not currently realizable due to the net operating losses incurred by the Company since its inception
and net operating losses forecasted in the future. During the year ended March 31, 2017, the Company’s valuation allowance
increased by approximately $13.7M, primarily due to the increase in the Company’s net operating loss. The Company has recorded
a deferred tax asset of approximately $13.0 million reflecting the benefit of deductions from the exercise of stock options. This
deferred tax asset has been fully reserved since it is more likely than not that the tax benefit from the exercise of stock options will
not be realized.
At March 31, 2017, the Company had aggregate net operating loss carryforwards in the U.S. for federal and state income tax
purposes of approximately $798.0 million and $143.0 million, respectively, which expire in the years ending March 31, 2018
through 2037. Included in the U.S. net operating loss is $3.7 million of acquired losses from Power Quality Systems, Inc. Research
and development and other tax credit carryforwards amounting to approximately $9.5 million and $3.2 million are available to offset
federal and state income taxes, respectively, and will expire in the years ending March 31, 2018 through 2037.
72
At March 31, 2017, the Company had aggregate net operating loss carryforwards for its Austrian subsidiary, AMSC Austria
GmbH, of approximately $37.1 million which can be carried forward indefinitely subject to certain annual limitations. At March 31,
2017, the Company had aggregate net operating loss carryforwards for its Chinese operation of approximately $17.9 million, which
can be carried forward for five years and begin to expire December 31, 2017. Also the Company had immaterial amounts of current
and net operating loss carryforwards for its other foreign operations which can be carried forward indefinitely.
Section 382 of the U.S. Internal Revenue Code of 1986, as amended (the “IRC”), provides limits on the extent to which a
corporation that has undergone an ownership change (as defined) can utilize any NOL and general business tax credit carryforwards
it may have. The Company conducted a study as a result of the April 2015 equity offering to determine whether Section 382 could
limit the use of its carryforwards in this manner. After completing this study, the Company has concluded that the limitation will not
have a material impact on its ability to utilize its net operating loss carryforwards. If there were material ownership changes
subsequent to the study it could limit the ability to utilize its net operating loss carryforwards. The Company plans to conduct a
study during fiscal 2017 as a result of the May 2017 equity offering to determine whether Section 382 could limit the use of its
carryforwards in this manner.
The Company has not recorded a deferred tax asset for the temporary difference associated with the excess of its tax basis
over the book basis in its Austrian and Chinese subsidiaries as the future tax benefit is not expected to reverse in the foreseeable
future.
The Company has recorded a deferred tax liability as of March 31, 2017 for the undistributed earnings of its remaining
foreign subsidiaries for which it can no longer assert are permanently reinvested. The total amount of undistributed earnings
available to be repatriated at March 31, 2017 was $2.1 million resulting in the recording of a $0.7 million net deferred federal and
state income tax liability.
Accounting for income taxes requires a two-step approach to recognizing and measuring uncertain tax positions. The first
step is to evaluate the tax position for recognition by determining if, based on the technical merits, it is more likely than not that the
position will be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step is to
measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company
reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to,
changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Any changes in
these factors could result in the recognition of a tax benefit or an additional charge to the tax provision. The Company did not
identify any uncertain tax positions at March 31, 2017. The Company did not have any gross unrecognized tax benefits at
March 31, 2017 or 2016.
During the fiscal year ended March 31, 2015, the Company concluded a tax audit for the period April 1, 2008 through March
31, 2011 with its foreign subsidiary in Austria. The results of this audit found no material exceptions to the Company’s tax
positions.
There were no reversals of uncertain tax positions in the years ended March 31, 2017 and 2016. During the fiscal period
ended March 31, 2015, the Company reversed uncertain tax positions of $1.1 million.
The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for federal and state
income taxes. Any unrecognized tax benefits, if recognized, would favorably affect its effective tax rate in any future period. The
Company does not expect that the amounts of unrecognized benefits will change significantly within the next twelve months.
Interest and penalties recorded in prior periods were immaterial and subsequently reversed in the year ended March 31, 2015.
The Company conducts business globally and, as a result, its subsidiaries file income tax returns in the U.S. federal
jurisdiction and various state and foreign jurisdictions. Major tax jurisdictions include the U.S., China, Romania and Austria. All
U.S. income tax filings for fiscal years ended March 31, 1995 through 2016 remain open and subject to examination and all fiscal
years from the year ended March 31, 2012 through 2016 remain open and subject to examination in Austria. The Company’s tax
filings in China for calendar years 2013 and 2014 were examined with no material exceptions. Although the 2013 and 2014 tax
years in China were audited, they remain subject to further review until the statute of limitations has expired. The statute of
limitations in China for the tax authorities to audit is generally three years. Tax filings in China for calendar years 2008 through
2012 and 2015 through 2016 remain open and subject to examination. Tax filings in Romania for the years ended March 31, 2014
through 2016 remain open and subject to examination.
12. Stockholders’ Equity
73
Stock-Based Compensation Plans
As of March 31, 2017, the Company had two active stock plans: the 2007 Stock Incentive Plan, as amended (the “2007
Plan”) and the Amended and Restated 2007 Director Stock Plan (the “2007 Director Plan”). Both the 2007 Plan and the 2007
Director Plan were approved by the Company’s stockholders on August 1, 2014.
The 2007 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue
Code of 1986, as amended, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other
stock-based awards. In the case of options, the exercise price shall be equal to at least the fair market value of the common stock, as
determined by (or in a manner approved by) the Board of Directors, on the date of grant. The contractual life of options is generally
10 years. Options generally vest over a 3-5 year period while restricted stock generally vests over a 3 year period.
As of March 31, 2017, the 2007 Director Plan provided for the grant of nonstatutory stock options and stock awards to
members of the Board of Directors who are not also employees of the Company (outside directors). Under the terms of the 2007
Director Plan effective April 1, 2014, each outside director is granted an option to purchase shares of common stock with an
aggregate grant date value equal to $40,000 upon his or her initial election to the Board with an exercise price equal to the fair
market value of the Company’s common stock on the date of the grant. These options vest in equal annual installments over a two-
year period. In addition, effective April 1, 2014, each outside director is granted an award of shares of common stock with an
aggregate grant date value equal to $40,000 three business days following the last day of each fiscal year, subject to proration for
any partial fiscal year of service.
As of March 31, 2017, the 2007 Plan had 1,405,110 shares and the 2007 Director Plan had 150,802 shares available for future
issuance.
Stock-Based Compensation
The components of employee stock-based compensation for the years ended March 31, 2017, 2016 and 2015 were as follows
(in thousands):
Stock options
Restricted stock and stock awards
Employee stock purchase plan
Total stock-based compensation expense
Fiscal years ended March 31,
2017
2016
2015
$
$
323 $
663 $
2,569
—
2,574
11
2,892 $
3,248 $
1,851
4,063
22
5,936
The estimated fair value of the Company’s stock-based awards, less expected annual forfeitures, is amortized over the
awards’ service period. The total unrecognized compensation cost for unvested outstanding stock options was $0.4 million for the
fiscal year ended March 31, 2017. This expense will be recognized over a weighted-average expense period of approximately 1.9
years. The total unrecognized compensation cost for unvested outstanding restricted stock was $1.8 million for the fiscal year ended
March 31, 2017. This expense will be recognized over a weighted-average expense period of approximately 1.3 years.
The following table summarizes employee stock-based compensation expense by financial statement line item for the fiscal
years ended March 31, 2017, 2016 and 2015 (in thousands):
Cost of revenues
Research and development
Selling, general and administrative
Total
Fiscal years ended March 31,
2017
2016
2015
$
$
185 $
214
2,493
2,892 $
274 $
418
2,556
3,248 $
719
1,728
3,489
5,936
The following table summarizes the information concerning currently outstanding and exercisable employee and non-
employee options:
74
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic Value
(thousands)
Options / Shares
Outstanding at March 31, 2016
Granted
Exercised
Canceled/forfeited
Outstanding at March 31, 2017
Exercisable at March 31, 2017
Fully vested and expected to vest at March 31, 2017
366,549 $
9,703
—
(24,244)
352,008 $
282,005 $
347,256 $
83.39
6.80
—
107.26
79.63
96.09
80.54
5.1 $
5.0 $
4.5 $
0.6
—
0.5
There were 9,703 stock options granted during the fiscal year ended March 31, 2017 at a weighted average grant date fair
value of $4.06 per share. There were no stock options granted during the fiscal year ended March 31, 2016 and the weighted-
average grant-date fair value of stock options granted during the fiscal year ended March 31, 2015 was $10.18 per share. Intrinsic
value represents the amount by which the market price of the common stock exceeds the exercise price of the options. Given the
decline in the Company’s stock price, exercisable options as of March 31, 2017, 2016 and 2015 had no intrinsic value.
The weighted average assumptions used in the Black-Scholes valuation model for stock options granted during the fiscal
years ended March 31, 2017, 2016, and 2015 are as follows:
Expected volatility
Risk-free interest rate
Expected life (years)
Dividend yield
Fiscal years ended March 31,
2017
2016
2015
67.6%
1.3%
5.7
None
N/A
N/A
N/A
N/A
85.5%
1.9%
5.9
None
The expected volatility rate was estimated based on an equal weighting of the historical volatility of the Company’s common
stock and the implied volatility of the Company’s traded options. The expected term was estimated based on an analysis of the
Company’s historical experience of exercise, cancellation, and expiration patterns. The risk-free interest rate is based on the average
of the five and seven year U.S. Treasury rates.
The following table summarizes the employee and non-employee restricted stock activity for the year ended March 31, 2017:
Outstanding at March 31, 2016
Granted
Vested
Forfeited
Outstanding at March 31, 2017
Weighted
Average
Grant Date
Fair Value
Intrinsic
Aggregate
Value
(thousands)
9.62
10.23
10.51
—
9.40 $
2,915
Shares
482,844 $
171,000
(228,919)
—
424,925 $
The total fair value of restricted stock that was granted during the fiscal years ended March 31, 2017, 2016 and 2015 was
$1.7 million, $2.6 million, and $5.6 million, respectively. The total fair value of restricted stock that vested during the fiscal years
ended March 31, 2017, 2016 and 2015 was $2.3 million, $1.7 million, $3.1 million, respectively.
There were no performance-based restricted stock shares awarded during the fiscal years ended March 31, 2017 and 2016,
respectively. The restricted stock awarded during the fiscal year ended March 31, 2015 includes approximately 38,021 shares of
performance-based restricted stock, which would vest upon achievement of certain financial performance measurements. Included
in the table above are 3,333 shares of service-based restricted stock units outstanding, which are expected to vest during the first
quarter of fiscal 2017.
75
The remaining shares awarded vest upon the passage of time. For awards that vest upon the passage of time, expense is being
recorded over the vesting period.
Employee Stock Purchase Plan
The Company has an employee stock purchase plan (ESPP) which provides employees with the opportunity to purchase
shares of common stock at a price equal to the market value of the common stock at the end of the offering period, less a 15%
purchase discount. As of March 31, 2017, the ESPP had 300,013 shares available for future issuance. The Company recognized no
compensation expense for the fiscal year ended March 31, 2017, compensation expense of less than $0.1 million during the year
fiscal ended March 31, 2016 and $0.1 million for the fiscal years ended March 31, 2015, related to the ESPP.
Equity Offerings
On April 29, 2015, the Company completed an equity offering with Cowen and Company, LLC, under which the Company
sold 4.0 million shares of its common stock at an offering price of $6.00 per share. After underwriting, commissions and expenses,
the Company received net proceeds from the offering of approximately $22.3 million.
ATM Arrangement
On January 27, 2017, the Company entered into an ATM arrangement, pursuant to which, the Company could, at its
discretion, sell up to $10.0 million of the Company’s common stock through its sales agent, FBR. Sales of common stock made
under the ATM were made pursuant to the prospectus supplement dated January 27, 2017, which supplements the prospectus dated
October 1, 2014, included in the shelf registration statement that AMSC filed with the Securities and Exchange Commission
(“SEC”) on September 19, 2014.
During the year ended March 31, 2017, the Company received net proceeds of $2.5 million, from sales of approximately
379,693 shares of its common stock at an average sales price of approximately $6.79 per share under the ATM. No sales of the
Company's common stock were made under the ATM after March 31, 2017. On May 4, 2017, the Company provided to FBR
Capital Markets & Co., the sales agent, a notice of termination of the ATM.
13. Commitments and Contingencies
Purchase Commitments
The Company periodically enters into non-cancelable purchase contracts in order to ensure the availability of materials to
support production of its products. Purchase commitments represent enforceable and legally binding agreements with suppliers to
purchase goods or services. The Company periodically assesses the need to provide for impairment on these purchase contracts and
record a loss on purchase commitments when required.
Lease Commitments
Operating leases include minimum payments under leases for the Company’s facilities and certain equipment. The
Company’s primary leased facilities are located in New Berlin, Wisconsin; Suzhou and Beijing, China; Klagenfurt, Austria; and
Timisoara, Romania with a combined total of approximately 180,000 square feet of space. These leases have varying expiration
dates through March 2021 which can generally be terminated at the Company’s request after a six month advance notice. The
Company leases other locations which focus primarily on applications engineering, sales and/or field service and do not have
significant leases or physical presence. See Item 2, “Properties” for further information.
Minimum future lease commitments at March 31, 2017 were as follows (in thousands):
Fiscal years ended March 31,
Total
2018
2019
2020
2021
Total
$
$
1,022
315
179
168
1,684
Rent expense under the operating leases mentioned above was as follows (in thousands):
76
Rent expense
Legal Contingencies
Fiscal years ended March 31,
2017
2016
2015
$
1,338 $
1,628 $
2,091
From time to time, the Company is involved in legal and administrative proceedings and claims of various types. The
Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable
and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional
information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the
amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent
necessary to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably
estimated, a liability is not recorded in its consolidated financial statements.
On September 13, 2011, the Company commenced a series of legal actions in China against Sinovel Wind Group Co. Ltd.
(“Sinovel”). The Company’s Chinese subsidiary, Suzhou AMSC Superconductor Co. Ltd., filed a claim for arbitration with the
Beijing Arbitration Commission in accordance with the terms of the Company’s supply contracts with Sinovel. The case is captioned
(2011) Jing Zhong An Zi No. 0963. The Company alleges that Sinovel committed various material breaches of its contracts with the
Company and that Sinovel has refused to pay past due amounts for prior shipments of core electrical components and spare parts.
The Company is seeking compensation for past product shipments and retention (including interest) in the amount of approximately
RMB 485 million (approximately $70 million) due to Sinovel’s breaches of its contracts. The Company is also seeking specific
performance of its existing contracts as well as reimbursement of all costs and reasonable expenses with respect to the arbitration.
The value of the undelivered components under the existing contracts, including the deliveries refused by Sinovel in March 2011,
amounts to approximately RMB 4.6 billion (approximately $667 million).
On October 8, 2011, Sinovel filed with the Beijing Arbitration Commission an application under the caption (2011) Jing
Zhong An Zi No. 0963, for a counterclaim against the Company for breach of the same contracts under which the Company filed its
original arbitration claim. Sinovel claimed, among other things, that the goods supplied by the Company do not conform to the
standards specified in the contracts and claimed damages in the amount of approximately RMB 1.2 billion (approximately $174
million). On February 27, 2012, Sinovel filed with the Beijing Arbitration Commission an application under the caption (2012) Jing
Zhong An Zi No. 0157, against the Company for breach of the same contracts under which the Company filed its original arbitration
claim. Sinovel claims, among other things, that the goods supplied by the Company do not conform to the standards specified in the
contracts and claimed damages in the amount of approximately RMB 105 million (approximately $15 million). The Company
believes that Sinovel’s claims are without merit and it intends to defend these actions vigorously. Since the proceedings in this
matter are still in the early technical review phase, the Company cannot reasonably estimate possible losses or range of losses at this
time.
Other
The Company enters into long-term construction contracts with customers that require the Company to obtain performance
bonds. The Company is required to deposit an amount equivalent to some or all the face amount of the performance bonds into an
escrow account until the termination of the bond. When the performance conditions are met, amounts deposited as collateral for the
performance bonds are returned to the Company. In addition, the Company has various contractual arrangements in which minimum
quantities of goods or services have been committed to be purchased on an annual basis.
As of March 31, 2017, the Company had $0.8 million of restricted cash included in current assets and $0.2 million of
restricted cash included in long-term assets. These amounts included in restricted cash primarily represent deposits to secure letters
of credit for various supply contracts. These deposits are held in interest bearing accounts.
14. Employee Benefit Plans
The Company has implemented a defined contribution plan (the “Plan”) under Section 401(k) of the Internal Revenue Code.
Any contributions made by the Company to the Plan are discretionary. The Company has a stock match program under which the
Company matched, in the form of Company common stock, 50% of the first 6% of eligible contributions. The Company recorded
expense of $0.4 million, for each of the fiscal years ended March 31, 2017, 2016, and 2015, and recorded corresponding charges to
additional paid-in capital related to this program.
15. Minority Investments
77
Investment in Tres Amigas LLC
The Company made an investment in Tres Amigas, focused on providing the first common interconnection of America’s
three power grids to help the country achieve its renewable energy goals and facilitate the smooth, reliable and efficient transfer of
green power from region to region. The Company’s original investment in Tres Amigas was $5.4 million.
During the three months ended June 30, 2015, the Company determined that as a result of delays in Tres Amigas securing
financing for the project, as well as the Company’s expectation that its investment would not be recoverable based on recent adverse
market indicators for potential sales of the Company’s share of the investment, that its investment in Tres Amigas required further
analysis for other-than-temporary impairment. The Company recorded an impairment charge of $0.7 million to fully impair this
investment in the fiscal year ended March 31, 2016.
On March 11, 2016, the Company sold 100% of its minority share investment in Tres Amigas to an investor for $0.6 million.
The Company received $0.3 million according to the terms of the purchase agreement upon closing, which was recorded as a gain
during the three months ended March 31, 2016. The final $0.3 million was received and recorded as a gain during the year ended
March 31, 2017.
16. Restructuring
The Company accounts for charges resulting from operational restructuring actions in accordance with ASC Topic 420, Exit
or Disposal Cost Obligations (“ASC 420”) and ASC Topic 712, Compensation—Nonretirement Postemployment Benefits (“ASC
712”). In accounting for these obligations, the Company is required to make assumptions related to the amounts of employee
severance, benefits, and related costs and the time period over which leased facilities will remain vacant, sublease terms, sublease
rates and discount rates. Estimates and assumptions are based on the best information available at the time the obligation arises.
These estimates are reviewed and revised as facts and circumstances dictate; changes in these estimates could have a material effect
on the amount accrued on the consolidated balance sheet.
During the fiscal year ended March 31, 2015, the Company undertook restructuring activities, approved by the Board of
Directors, in order to reorganize its global operations, streamline various functions of the business, and reduce its global workforce
to better reflect the demand for its products. During the year ended March 31, 2015, the Company undertook a plan to consolidate
its Grid manufacturing activities into its Devens, Massachusetts facility and close its facility in Middleton, Wisconsin which was
completed during the year ended March 31, 2016. In addition, the Company established a new Wind manufacturing facility in
Romania, and as a result, reduced the headcount in its operation in China. The Company is maintaining its headcount in China at a
level necessary to support demand from its Chinese customers. There was no restructuring activity in the fiscal year ended March
31, 2017. The Company recorded restructuring charges for severance and other costs of approximately less than $0.1 million and
$1.9 million during the fiscal years ended March 31, 2016 and 2015, respectively, primarily associated with the consolidation of the
Company’s manufacturing activities in the United States and China. From April 1, 2011 through March 31, 2017, the Company’s
various restructuring activities resulted in a substantial reduction of its global workforce. All amounts related to these restructuring
activities have been paid as of March 31, 2017. The Company announced an additional restructuring plan on April 4, 2017 (see
Note 19, "Subsequent Events" for further discussion).
The following table presents restructuring charges and cash payments during the year ended March 31, 2016 (in thousands):
Accrued restructuring balance at April 1, 2015
Charges to operations
Cash payments
Accrued restructuring balance at March 31, 2016
Severance pay
and benefits
Facility exit and
Relocation costs
Total
$
$
180 $
(5)
(175)
— $
— $
38
(38)
— $
180
33
(213)
—
All restructuring charges discussed above are included within restructuring and impairments in the Company’s consolidated
statements of operations. The Company includes accrued restructuring within accounts payable and accrued expenses in the
consolidated balance sheets.
17. Business Segments
The Company reports its financial results in two reportable business segments: Wind and Grid.
78
Through the Company’s Windtec Solutions, the Wind business segment enables manufacturers to field wind turbines with
exceptional power output, reliability and affordability. The Company supplies advanced power electronics and control systems,
licenses its highly engineered wind turbine designs, and provides extensive customer support services to wind turbine
manufacturers. The Company’s design portfolio includes a broad range of drive trains and power ratings of 2 MWs and higher. The
Company provides a broad range of power electronics and software-based control systems that are highly integrated and designed
for optimized performance, efficiency, and grid compatibility.
Through the Company’s Gridtec Solutions, the Grid business segment enables electric utilities and renewable energy project
developers to connect, transmit and distribute power with exceptional efficiency, reliability and affordability. The sales process is
enabled by transmission planning services that allow it to identify power grid congestion, poor power quality and other risks, which
helps the Company determine how its solutions can improve network performance. These services often lead to sales of grid
interconnection solutions for wind farms and solar power plants, power quality systems, and transmission and distribution cable
systems. The Company also sells ship protection products to the U.S. Navy through its Grid business segment.
The operating results for the 2 business segments are as follows (in thousands):
Revenues:
Wind
Grid
Total
Operating loss:
Wind
Grid
Unallocated corporate expenses
Total
Fiscal Years Ended March 31,
2017
2016
2015
47,269 $
27,926
75,195 $
68,883 $
27,140
96,023 $
51,307
19,223
70,530
Fiscal Years Ended March 31,
2017
2016
2015
(4,174) $
(20,476)
(2,892)
(1,256) $
(14,835)
(4,027)
(27,542) $
(20,118) $
(14,321)
(26,890)
(11,306)
(52,517)
$
$
$
$
Total assets for the two business segments as of March 31, 2017 and March 31, 2016 are as follows (in thousands):
Wind
Grid
Corporate assets
Total
March 31,
2017
March 31,
2016
18,346 $
31,060
50,838
100,244 $
34,389
36,255
64,674
135,318
$
$
The accounting policies of the business segments are the same as those for the consolidated Company. The Company’s
business segments have been determined in accordance with the Company’s internal management structure, which is organized
based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial
measures are segment revenues and segment operating loss. The disaggregated financial results of the segments reflect allocation of
certain functional expense categories consistent with the basis and manner in which Company management internally disaggregates
financial information for the purpose of assisting in making internal operating decisions. In addition, certain corporate expenses
which the Company does not believe are specifically attributable or allocable to either of the two business segments have been
excluded from the segment operating loss.
Unallocated corporate expenses primarily consist of stock-based compensation expense of $2.9 million, $3.2 million, and
$5.9 million, in the fiscal years ended March 31, 2017, 2016, and 2015, respectively, and restructuring and impairment charges of
$0.8 million and, $5.4 million, for the fiscal years ended March 31, 2016, and 2015, respectively.
Geographic information about revenue, based on shipments to customers by region, is as follows (in thousands):
79
India
U.S.
China
Asia Pacific
Africa
Australia
Europe
Canada
Total
Fiscal years ended March 31,
2017
2016
2015
$
$
44,243 $
16,224
2,004
2,106
1,548
4,053
3,624
1,393
75,195 $
59,640 $
14,565
8,455
5,364
2,697
2,410
1,775
1,117
96,023 $
39,314
9,820
10,410
3,788
616
1,653
2,239
2,690
70,530
In the fiscal years ended March 31, 2017, 2016, and 2015, 78%, 85%, and 86% of the Company’s revenues, respectively,
were recognized from sales outside the United States. The Company maintains operations in Austria, Romania, and the United
States and sales and service support centers around the world.
In the fiscal years ended March 31, 2017, 2016 and 2015, Inox accounted for approximately 59%, 62%, and 56% of the
Company’s total revenues, respectively.
Geographic information about property, plant and equipment associated with particular regions is as follows (in thousands):
North America
Europe
Asia Pacific
Total
18. Quarterly Financial Data (Unaudited)
(In thousands, except per share amount)
Three Months Ended
Total revenue
Operating loss
Net loss
Net loss per common share—basic
Net loss per common share—diluted
Three Months Ended
Total revenue
Operating loss
Net loss
Net loss per common share—basic
Net loss per common share—diluted
19. Subsequent Events
March 31,
2017
2016
42,699 $
602
137
43,438 $
48,685
868
225
49,778
$
$
$
$
For the year ended March 31, 2017:
June 30,
2016
September 30,
2016
December 31,
2016
March 31,
2017
13,345 $
(9,344)
(10,355)
(0.76)
(0.76)
18,507 $
(7,150)
(7,325)
(0.53)
(0.53)
27,148 $
(4,060)
(2,768)
(0.20)
(0.20)
16,195
(6,988)
(6,925)
(0.50)
(0.50)
For the year ended March 31, 2016:
June 30,
2015
September 30,
2015
December 31,
2015
March 31,
2016
23,723 $
(8,257)
(9,121)
(0.75)
(0.75)
19,004 $
(6,841)
(7,698)
(0.57)
(0.57)
25,772 $
(3,312)
(2,957)
(0.22)
(0.22)
27,524
(1,708)
(3,363)
(0.25)
(0.25)
On April 4, 2017, the Company announced that the board of directors had approved a plan to reduce its global workforce by
approximately 8%, effective April 4, 2017. The majority of the affected employees were located at the Company's Devens,
Massachusetts office location. The purpose of the workforce reduction was to reduce operating expenses to better align with the
Company’s current revenues.
80
This workforce reduction, together with fixed cost savings from a more cost-effective facility, and variable cost savings
expected to be realized from production volume aligned with the lower headcount, is expected to reduce the Company’s annualized
expenses once the savings are fully realized, which is expected to begin to occur in the fiscal quarter ending March 31, 2018. The
Company expects to incur restructuring charges of $1.5 million to $2.0 million in cash severance expenses in the fiscal quarter
ending June 30, 2017 in connection with the workforce reduction.
On May 5, 2017, the Company entered into an underwriting agreement with Oppenheimer & Co. Inc., as representative of the
several underwriters named therein, relating to the issuance and sale (the "Offering") of 4.0 million shares of the Company's
common stock at a public offering price of $4.00 per share. The net proceeds to the Company from the Offering were approximately
$14.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Offering closed on May 10, 2017. In addition, the Company has granted the underwriters a 30 day option to purchase up to an
additional 600,000 shares of common stock at the public offering price.
The Offering was made pursuant to the Company's shelf registration statement on Form S-3 (Registration Statement No. 333-
198851) previously filed with and declared effective by the Securities and Exchange Commission (the "SEC") and a prospectus
supplement and accompanying prospectus filed with the SEC.
The Company has performed an evaluation of subsequent events through the time of filing this Annual Report on Form 10-K
with the SEC, and has determined that there are no other such events to report.
20. Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (IASB)
issued, ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance substantially converges final standards on
revenue recognition between the FASB and IASB providing a framework on addressing revenue recognition issues and, upon its
effective date, replaces almost all existing revenue recognition guidance, including industry-specific guidance, in current U.S.
generally accepted accounting principles. The FASB has subsequently issued the following amendments to ASU 2014-09 which are
all effective for annual reporting periods beginning after December 15, 2017.
(cid:891)(cid:3)
(cid:47)n March 2016 the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus
Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations.(cid:3)
•
•
•
In April 2016 the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying
Performance Obligations and Licensing, which clarifies certain aspects of identifying performance obligations and
licensing implementation guidance.
In May 2016 the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow- Scope
Improvements and Practical Expedients related to disclosures of remaining performance obligations, as well as other
amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes
collected from customers.
In December 2016 the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue
from Contracts with Customers, which amends certain narrow aspects of the guidance issued in ASU 2014-09 including
guidance related to the disclosure of remaining performance obligations and prior-period performance obligations, as well
as other amendments to the guidance on loan guarantee fees, contract costs, refund liabilities, advertising costs and the
clarification of certain examples.
The Company is currently evaluating the provisions of ASU 2014-09 and its amendments, and assessing the impact the
adoption of this guidance will have on its financial position, results of operations and disclosures. The Company anticipates the
adoption of this guidance will result in certain changes in the identification of deliverables in its contracts and allocation of
transaction price. The Company is required to adopt the new standards in the first quarter of fiscal 2018 using one of two application
methods: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative
effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The
Company is currently evaluating the available adoption methods.
In July 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share Based
Payments When the Terms of an Award Provide that a Performance Target could be Achieved after the Requisite Service
Period. To account for such awards, a reporting entity should apply existing guidance in FASB Accounting Standards Codification
81
Topic 718, Compensation - Stock Compensation, as it relates to awards with performance conditions that affect vesting. As such,
the performance target should not be reflected in estimating the grant-date fair value of the award. The Company adopted ASU
2014-12 effective April 1, 2016 and concluded that there is no material impact on its current practices.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40):
Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The new standard explicitly requires the
assessment at interim and annual periods, and provides management with its own disclosure guidance. This ASU is effective for
annual reporting periods and interim periods, within those annual periods ending after December 15, 2016. The Company adopted
ASU 2014-15 effective March 31, 2017 and concluded there is no material impact on its current practices.
In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation
of Debt Issuance Costs. The amendments in ASU 2015-03 require an entity to present debt issuance costs on the balance sheet as a
direct deduction from the related debt liability as opposed to an asset. Amortization of the costs will continue to be reported as
interest expense. This ASU is effective for annual reporting periods beginning after December 15, 2015, and interim periods within
those fiscal years. The Company adopted ASU 2015-03 effective April 1, 2016 and concluded that there is no material impact on its
consolidated results of operations, financial condition, or cash flow.
In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements. The amendments in ASU 2015-10
clarify and correct some of the differences that arose between original guidance from FASB, EITF and other sources, and the
translation into the new Codification. This ASU is effective for annual reporting periods beginning after December 15, 2015, and
interim periods within those fiscal years. The Company adopted ASU 2015-10 effective April 1, 2016 and concluded that there is no
material impact on its consolidated results of operations, financial condition, or cash flow.
In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The
amendments in ASU 2015-11 clarify the proper way to identify market value in the use of lower of cost or market value valuation
method. As market value could be determined multiple ways under prior standards, it will now be considered as net realizable
value. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal
years. The Company adopted ASU 2015-11 effective March 31, 2017 and concluded there is no material impact on its current
practices.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for
Measurement-Period Adjustments. The amendments in ASU 2015-16 require that an acquirer recognize adjustments to provisional
amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. This
ASU is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. The
Company adopted ASU 2015-16 effective April 1, 2016 and concluded that there is no material impact on its consolidated results of
operations, financial condition, or cash flow.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities. The amendments in ASU 2016-01 will enhance the reporting model for
financial instruments to provide users of financial statements with more decision-useful information. This ASU is effective for
annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company is
currently evaluating the impact, if any, the adoption of ASU 2016-01 may have on its current practices.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing
guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the
balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with
classification affecting the pattern of expense recognition in the income statement. This ASU is effective for fiscal years beginning
after December 15, 2019, including interim periods within those fiscal years. A modified retrospective transition approach is
required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period
presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the effects
adoption of this guidance will have on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee
Share-Based Payment Accounting. The amendments in ASU 2016-09 will simplify several aspects of the accounting for share-
based payment transactions, including tax consequences, classification of awards as either equity or liabilities, and classification on
the statement of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017, and interim
periods within annual periods beginning after December 15, 2018. The Company adopted ASU 2016-09 effective April 1, 2016 and
concluded that there is no material impact on its current practices.
82
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments. The amendments in ASU 2016-13 will provide more decision useful information about the
expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting
date. The ASU is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that
year. The Company is currently evaluating the impact, if any, the adoption of ASU 2016-13 may have on its current practices.
In 2016, the FASB issued the following two ASU's on Statement of Cash Flows (Topic 230). Both amendments are effective
for annual reporting periods beginning after December 15, 2017, including interim periods within that year.
•
•
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash
Receipts and Cash Payments. The amendments in ASU 2016-15 will provide more guidance towards the classification of
multiple different types of cash flows in order to reduce the diversity in reporting across entities.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The
amendments in ASU 2016-18 will explain the change during the period in the total of cash, cash equivalents, and amounts
generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted
cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-
period and end-of-period total amounts shown on the statement of cash flows.
The Company is currently evaluating the impact, if any, the adoption of ASU 2016-15 and ASU 2016-18 may have on its
current practices.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than
Inventory. The amendments in ASU 2016-16 will improve the accounting for the income tax consequences of intra-entity transfers
of assets other than inventory. The ASU is effective for annual reporting periods beginning after December 15, 2017, including
interim periods within that year. The Company is currently evaluating the impact, if any, the adoption of ASU 2016-16 may have on
its current practices.
In January 2017, the FASB issued ASU 2017-01, Business Combinations. The amendments in ASU 2017-01 will clarify the
definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be
accounted for as acquisitions (or disposals) of assets or businesses. The ASU is effective for annual reporting periods beginning after
December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact the adoption of
ASU 2017-01 may have on its current practices.
In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments -
Equity Method and Joint Ventures. The amendments in ASU 2017-03 provide additional detail surrounding disclosures required
related to adoption of new pronouncements. The ASU is effective for the periods of each related pronouncement. The Company is
currently evaluating the impact the adoption of ASU 2017-03 may have on its current practices.
In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Non-financial
Assets (Subtopic 610-20). The amendments in ASU 2017-05 clarify the scope of Subtopic 610-20, Other Income-Gains and Losses
from the Derecognition of Non-financial Assets, and to add guidance for partial sales of non financial assets. Subtopic 610-20,
which was issued in May 2014 as a part of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers
(Topic 606), provides guidance for recognizing gains and losses from the transfer of non financial assets in contracts with non
customers. The Company is currently evaluating the impact the adoption of ASU 2017-05 may have on its current practices.
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of March 31, 2017. The term “disclosure controls and procedures,” as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are
designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure
83
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the
company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions
regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating
the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures
as of March 31, 2017, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure
controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal
control over financial reporting is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act as a process designed by, or
under the supervision of, a company’s chief executive officer and chief financial officer, and effected by the board of directors,
management and other personnel, 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, and includes those
policies and procedures that:
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of assets;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in
accordance with authorizations of management and directors; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on the financial statements.
Under the supervision and with the participation of our management, including our chief executive officer and chief financial
officer, an evaluation was conducted of the effectiveness of our internal control over financial reporting based on the Committee of
Sponsoring Organizations of the Treadway Commission’s Internal Control – Integrated Framework (2013 Edition). Based on this
evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2017.
The effectiveness of our internal control over financial reporting as of March 31, 2017 has been audited by RSM US LLP, an
independent registered public accounting firm, as stated in their report which is included herein.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended March 31, 2017 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
OTHER INFORMATION
None.
PART III
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The response to this item is contained in part under the caption “Executive Officers” in Part I of this Annual Report on Form
10-K, and in part in our Proxy Statement for the Annual Meeting of Stockholders to be held in 2017 (the “2017 Proxy Statement”) in
the sections “Corporate Governance — Members of the Board,” “Other Matters — Section 16(a) Beneficial Ownership Reporting
Compliance,” “Corporate Governance — Code of Business Conduct and Ethics,” “Corporate Governance —Board Committees”
and “Corporate Governance — Board Committees — Audit Committee,” “Corporate Governance — Director Nomination Process”,
“Corporate Governance — Board Determination of Independence”, which sections are incorporated herein by reference.
Item 11.
EXECUTIVE COMPENSATION
84
The sections of the 2017 Proxy Statement titled “Information About Executive and Director Compensation,” “Information
About Executive and Director Compensation — Compensation Committee Interlocks and Insider Participation” and “Information
About Executive and Director Compensation — Compensation Committee Report” are incorporated herein by reference.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The sections of the 2017 Proxy Statement titled “Stock Ownership of Certain Beneficial Owners and Management” and
“Information about Executive Officer and Director Compensation — Securities Authorized for Issuance Under our Equity
Compensation Plans” are incorporated herein by reference.
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The sections of the 2017 Proxy Statement titled “Certain Relationships and Related Transactions” and “Corporate
Governance —Board Determination of Independence” and “Corporate Governance — Board Committees” are incorporated herein
by reference.
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The section of the 2017 Proxy Statement titled “Ratification of Selection of Independent Registered Public Accounting Firm
(Proposal 5)” is incorporated herein by reference.
PART IV
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Document filed as part of this Annual Report on Form 10-K:
1. Financial Statements
The following financial statements of American Superconductor Corporation, supplemental information and report of
independent registered public accounting firm required by this item are included in Item 8, “Financial Statements and
Supplementary Data,” in this Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at March 31, 2016 and 2015
Consolidated Statements of Operations for the fiscal years ended March 31, 2016, 2015 and 2014
Consolidated Statements of Comprehensive Loss for the fiscal years ended March 31, 2016, 2015 and 2014
Consolidated Statements of Stockholders’ Equity for the fiscal years ended March 31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2016, 2015 and 2014
Notes to the Consolidated Financial Statements
49
50
51
52
53
54
55
2. Financial Statement Schedules
See “Schedule II — Valuation and Qualifying Accounts” for the fiscal years ended March 31, 2017, 2016 and 2015. All other
schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated
financial statements or notes thereto.
3. Exhibits Required by Item 601 of Regulation S-K under the Exchange Act.
See (b) Exhibits.
(b) Exhibits
The list of Exhibits filed as a part of this Annual Report on Form 10-K is set forth on the Exhibit Index immediately
preceding such Exhibits, and is incorporated herein by reference.
85
American Superconductor Corporation
Schedule II — Valuation and Qualifying Accounts
(In thousands)
Balance,
Beginning of
Year
Additions
Write-offs
Recoveries
and Other
Adjustments
Balance,
End of
Year
$
$
$
$
$
$
54
54
16
—
—
54
—
—
(16)
— $
— $
— $
54
54
54
Balance,
Beginning of
Year
Additions
Write-offs
Recoveries
and Other
Adjustments
Balance,
End of
Year
301,393
294,860
282,824
22,580
9,028
15,189
(8,881)
(2,495)
(3,153)
— $
— $
— $
315,092
301,393
294,860
Allowance for doubtful accounts receivable:
Fiscal year ended March 31, 2017
Fiscal year ended March 31, 2016
Fiscal year ended March 31, 2015
Deferred tax asset valuation allowance:
Fiscal year ended March 31, 2017
Fiscal year ended March 31, 2016
Fiscal year ended March 31, 2015
Item 16.
FORM 10-K SUMMARY
None.
86
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
AMERICAN SUPERCONDUCTOR CORPORATION
BY:
/S/ DANIEL P. MCGAHN
Daniel P. McGahn
President,
Chief Executive Officer, and Director
Date: May 25, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/S/ DANIEL P. MCGAHN
Daniel P. McGahn
/S/ JOHN W. KOSIBA, JR.
John W. Kosiba, Jr.
/S/ JOHN W. WOOD, JR.
John W. Wood, Jr.
/S/ VIKRAM S. BUDHRAJA
Vikram S. Budhraja
/S/ ARTHUR H. HOUSE
Arthur H. House
/S/ PAMELA F. LENEHAN.
Pamela F. Lenehan
/S/ DAVID R. OLIVER, JR.
David R. Oliver, Jr.
/S/ JOHN B. VANDER SANDE
John B. Vander Sande
President, Chief Executive Officer, and
Director (Principal Executive Officer)
May 25, 2017
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Financial and
Accounting Officer)
May 25, 2017
Chairman of the Board
May 25, 2017
Director
May 25, 2017
Director
May 25, 2017
Director
May 25, 2017
Director
May 25, 2017
Director
May 25, 2017
EXHIBIT INDEX
Exhibit
Number
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
10.1+
10.2+
10.3+
10.4+
10.5+
10.6+
10.7+
10.8+
Exhibit Description
Restated Certificate of Incorporation of the
Registrant, as amended.
Certificate of Amendment of Restated
Certificate of Incorporation of the Registrant,
dated March 24, 2015.
Amended and Restated By-Laws of the
Registrant.
Exchanged Note dated as of December 20,
2012 between the Registrant and Capital
Ventures International.
Series A-2 Warrant, dated as of October 9,
2013, between the Registrant and Capital
Ventures International, and assigned to CVI
Investments on January 29, 2016.
Amended and Restated Warrant Agreement,
dated as of December 19, 2014, between the
Registrant and Hercules Technology Growth
Capital, Inc.
Form of Indenture, between the Registrant
and Wilmington Trust, National Association.
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.
Amended and Restated 1996 Stock Incentive
Plan.
Form of incentive stock option agreement
under Amended and Restated 1996 Stock
Incentive Plan.
Form of non-statutory stock option
agreement under Amended and Restated
1996 Stock Incentive Plan.
Second Amended and Restated 1997 Director
Stock Option Plan, as amended.
Form of Stock Option Agreement under
Second Amended and Restated 1997 Director
Stock Option Plan, as amended.
2004 Stock Incentive Plan, as amended.
Form of Incentive Stock Option Agreement
under 2004 Stock Incentive Plan, as
amended.
Form of Non-statutory Stock Option
Agreement under 2004 Stock Incentive Plan,
as amended.
Incorporated by Reference
Form
S-3
File No.
333-191153
Exhibit
3.1
Filed/Furni
shed
Herewith
Filing
Date
9/13/2013
8-K
000-19672
3.1
3/24/2015
S-3
333-191153
10-Q
000-19672
3.2
4.1
9/13/2013
2/11/2013
10-K
000-19672
4.2
5/31/2016
8-K
000-19672
4.1
12/22/2014
S-3
333-198851
8-K
000-19672
4.1
4.1
9/19/2014
11/13/2014
10-K
000-19672
10.21
6/27/2001
10-K
000-19672
10.3
5/28/2009
10-K
000-19672
10.4
5/28/2009
10-Q
000-19672
10.8
2/5/2009
10-Q
000-19672
10.4
11/9/2004
10-Q
10-Q
000-19672
000-19672
10.9
10.1
2/5/2009
11/9/2004
10-Q
000-19672
10.2
11/9/2004
Exhibit
Number
10.9+
10.10+
10.11+
10.12+
10.13+
10.14+
10.15+
10.16+
10.17+
10.18+
10.19+
10.20
10.21+
10.22+
10.23+
Exhibit Description
Form of Restricted Stock Agreement under
2004
Stock Incentive Plan, as amended.
2007 Stock Incentive Plan, as amended.
Form of Incentive Stock Option Agreement
under 2007 Stock Incentive Plan, as
amended.
Form of Non-statutory Stock Option
Agreement under 2007 Stock Option Plan, as
amended.
Form of Restricted Stock Agreement
Regarding Awards to Executive Officers
under 2007 Stock Option Plan, as amended.
Form of Restricted Stock Agreement
Regarding Awards to Employees, under 2007
Stock Option Plan, as amended.
Form of Restricted Stock Agreement
(regarding performance-based awards to
executive officers and employees) under
2007 Stock Incentive Plan, as amended.
Amended and Restated 2007 Director Stock
Plan.
Form of Non-statutory Stock Option
Agreement Under Amended and Restated
2007 Director Stock Plan.
Executive Incentive Plan for the fiscal year
ended March 31, 2016.
Executive Incentive Plan for fiscal year
ended March 31, 2017.
Form of Employee Nondisclosure and
Developments Agreement.
Amended and Restated Executive Severance
Agreement, dated as of May 24, 2011,
between the Registrant and Daniel P.
McGahn.
Amended and Restated Executive Severance
Agreement, dated as of December 23, 2008,
between the Registrant and David A. Henry.
Amended and Restated Executive Severance
Agreement, dated as of September 20, 2013,
between the Registrant and James F.
Maguire.
Incorporated by Reference
Form
10-Q
File No.
000-19672
Exhibit
10.3
Filed/Furni
shed
Herewith
Filing
Date
11/9/2004
8-K
8-K
000-19672
000-19672
10.1
10.2
8/2/2016
8/7/2007
8-K
000-19672
10.3
8/7/2007
8-K
000-19672
10.4
8/7/2007
8-K
000-19672
10.5
8/7/2007
8-K
000-19672
10.1
5/20/2008
8-K
000-19672
10.2
8/2/2016
8-K
000-19672
10.7
8/7/2007
10-Q
000-19672
10.1
8/5/2015
10-Q
000-19672
10.1
8/9/2016
S-1
333-43647
10.16
1/7/1991
8-K
000-19672
10.2
5/24/2011
10-Q
000-19672
10.2
2/5/2009
8-K
000-19672
10.1
9/25/2013
Exhibit
Number
10.24+
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
Exhibit Description
Executive Severance Agreement, dated as of
January 13, 2012, between the Registrant and
John W. Kosiba.
Securities Purchase Agreement, dated as of
April 4, 2012, by and between the Registrant
and Capital Ventures International.
Registration Rights Agreement, dated as of
April 4, 2012, by and between the Registrant
and Capital Ventures International.
Amendment and Exchange Agreement, dated
as of December 20, 2012, by and between the
Registrant and Capital Ventures International.
Second Amendment and Warrant Exchange
Agreement, dated as of October 9, 2013, by
and between the Registrant and Capital
Ventures International.
Exchange Agreement, dated as of March 2,
2014, by and between the Registrant and
Capital Ventures International.
Loan and Security Agreement, by and
between Registrant and Hercules Technology
Growth Capital, Inc., dated as of June 5,
2012.
First Amendment to Loan and Security
Agreement, by and between Registrant and
Hercules Technology Growth Capital, Inc.,
dated as of November 15, 2013.
Second Amendment to Loan and Security
Agreement, by and among the Registrant,
ASC Devens LLC, Superconductivity, Inc.
and Hercules Technology Growth Capital,
Inc., dated as of December 19, 2014.
Limited Waiver, dated as of June 11, 2013,
between the Registrant and Hercules
Technology Growth Capital, Inc.
Mortgage and Security Agreement, dated as
of July 31, 2012, by and between ASC
Devens LLC and Hercules Technology
Growth Capital, Inc.
First Modification to Mortgage and Security
Agreement, dated as of November 15, 2013,
by and between ASC Devens LLC and
Hercules Technology Growth Capital, Inc.
Second Modification to Mortgage and
Security Agreement, dated as of December
19, 2014, by and between ASC Devens LLC
and Hercules Technology Growth Capital,
Inc.
Environmental Indemnity Agreement, dated
as of July 31, 2012, made by the Registrant
and ASC Devens LLC in favor of Hercules
Technology Growth Capital, Inc.
Incorporated by Reference
Form
8-K
File No.
000-19672
Exhibit
10.1
Filed/Furni
shed
Herewith
Filing
Date
4/4/2017
8-K
000-19672
10.1
4/4/2012
8-K
000-19672
10.2
4/4/2012
8-K
000-19672
10.1
12/21/2012
8-K
000-19672
10.1
10/9/2013
8-K
000-19672
10.1
3/3/2014
8-K
000-19672
10.1
6/6/2012
8-K
000-19672
10.1
11/18/2013
8-K
000-19672
10.1
12/22/2014
10-K
000-19672
10.50
6/14/2013
10-Q
000-19672
10.3
11/6/2012
10-Q
000-19672
10.3
2/6/2014
10-Q
000-19672
10.2
2/5/2015
10-Q
000-19672
10.4
11/6/2012
Exhibit
Number
10.38†
10.39†
10.40†
Exhibit Description
Supply Contract, effective as of February 8,
2013, by and between the Registrant and
Inox Wind Limited.
Supply Contract, effective as of June 2, 2014,
by and between the Registrant and Inox Wind
Limited.
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.
10.41†
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.
10.42†† 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.
10.43†
10.44†
10.45†
10.46†
Supply Contract, effective as of August 15,
2014, by and between the Registrant and
Inox Wind Limited.
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.
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.
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.
Incorporated by Reference
Form
8-K
File No.
000-19672
Exhibit
10.1
Filed/Furni
shed
Herewith
Filing
Date
2/14/2013
8-K
000-19672
10.1
6/5/2014
10-Q
000-19672
10.1
11/3/2015
10-Q
000-19672
10.3
2/9/2016
10-K
000-19672
10.41
5/31/2016
10-Q
000-19672
10.1
11/6/2014
10-Q
000-19672
10.2
11/3/2015
10-Q
000-19672
10.3
11/3/2015
10-Q
000-19672
10.30
2/9/2016
10.47†† Amendment No.4 to Supply Contract
10-K
000-19672
10.46
5/31/2016
10.48†
10.49†
10.50††
(effective as of August 15, 2014), by and
between the Registrant and Inox Wind
Limited, entered into on February 18, 2016.
Supply Contract, dated December 16, 2015,
by and between the Registrant and Inox Wind
Limited.
Technology License Agreement, dated
December 16, 2015, by and among AMSC
Austria GMBH, the Registrant and Inox
Wind Limited.
License and Sublicense Agreement, dated
March 4, 2016, by and between the
Registrant and BASF Corporation.
10-Q
000-19672
10.1
2/9/2016
10-Q
000-19672
10.2
2/9/2016
10-K
000-19672
10.49
5/31/2016
10.51†† Disclosure Letter, dated March 4, 2016, by
10-K
000-19672
10.50
5/31/2016
and between the Registrant and BASF
Corporation.
Incorporated by Reference
Form
10-K
File No.
000-19672
Exhibit
10.51
Filed/Furni
shed
Herewith
Filing
Date
5/31/2016
8-K
000-19672
10.1
1/27/17
*
*
*
*
**
**
Exhibit
Number
10.52††
10.52
21.1
23.1
31.1
31.2
32.1
32.2
Exhibit Description
Joint Development Agreement, dated March
4, 2016, by and between the Registrant and
BASF Corporation.
At Market Issuance Sales Agreement, by and
between the Registrant and FBR Capital
Markets & Co.
Subsidiaries.
Consent of RSM US LLP
Chief Executive Officer — Certification
pursuant to Rule 13a-14(a) or Rule 15d-14(a)
of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Chief Financial Officer — Certification
pursuant to Rule 13a-14(a) or Rule 15d-14(a)
of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Chief Executive Officer — Certification
pursuant to Rule13a-14(b) or Rule 15d-14(b)
of the Securities Exchange Act of 1934 and
18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
Chief Financial Officer — Certification
pursuant to Rule 13a-14(b) or Rule 15d-14(b)
of the Securities Exchange Act of 1934 and
18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
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.
Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Form 10-K.
Filed herewith.
**
Furnished herewith.
Corporate Management and Directors
Management Team
Daniel P. McGahn
President and Chief Executive Officer
Board of Directors
Vikram Budhraja
President, Electric Power Group, LLC
John W. Kosiba, Jr.
Senior Vice President, Chief Financial Officer and Treasurer
Pamela Lenehan
President, Ridge Hill Consulting
Arthur H. House
Chief Cybersecurity Risk Officer,
State of Connecticut
Daniel P. McGahn
President and Chief Executive Officer
David Oliver, Jr.
Rear Admiral, U.S. Navy (Retired)
Chief Operating Officer, European Aeronautic Defense
and Space Company North America (EADS NA) (Retired)
John Vander Sande, Ph.D.
Co-Founder (AMSC) and Cecil and Ida Green
Distinguished Professor, emeritus
Massachusetts Institute of Technology
John Wood, Jr.
Chairman
Former Chief Executive Officer, Analogic Corporation
A
M
S
C
A
n
n
u
a
l
R
e
p
o
r
t
AMSC
64 Jackson Road
Devens, MA 01434-4020
Phone: 978-842-3000
Fax: 978-842-3024
Transfer Agent and Registrar
American Stock Transfer & Trust Company
59 Maiden Lane Plaza Level
New York, NY 10038
800-937-5449
The transfer agent is responsible for handling shareholder
questions about changes of ownership or the name in which
shares are held. As of June 5, 2017 there were 249 holders
of record of AMSC common stock.
Common Stock Listing
Nasdaq Global Select Market
Symbol: AMSC
Legal Counsel
Latham & Watkins LLP
John Hancock Tower, 20th Floor
200 Clarendon St
Boston, MA 02116
Independent Auditors
RSM U.S. LLP
80 City Square
Boston, MA 02129
Form 10-K
The text of the company’s annual report on form 10-K for the
fiscal year ended March 31, 2017 (excluding exhibits), as filed
with the Securities and Exchange Commission, is included herein.
FY2016
®
The letter to our stockholders included in this Annual Report, contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, including statements regarding: our expectation that the May 2017 equity offering will support
our efforts to grow our Grid business in fiscal 2017 and beyond; our belief regarding growth opportunities in our Grid business; the belief
that the demand dislocation for Inox’s wind turbines is temporary; our anticipation that the India market will return to growth during the cur-
rent fiscal year; our belief that we have set a number of initiatives in motion that will accelerate growth in our Grid segment with the strategic
objective of diversifying our revenue base; the five corporate objectives that we intend to accomplish in fiscal 2017; our intent to use part
of the proceeds from our May 2017 equity offering to collateralize a performance bond for the ComEd project; expectations regarding our
D-VAR® STATCOM systems; our belief that our balance sheet will enable us to continue to execute on our growth plans; and our focus on
the creation of a sustainably profitable and positive cash flow business. Factors that could cause actual results to differ materially from those
indicated by such forward-looking statements include but are not limited to the important factors discussed under the caption “Risk Factors:
in Part 1. Item 1A of our Form 10-K for the fiscal year ended March 31, 2017, which are included in this Annual Report. The forward-looking
statements contained in the letter to our stockholders represent management’s estimates as of the date of the letter. While we may elect to
update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause
our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the
date of the letter to our stockholders.