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Share Name | Share Symbol | Market | Type |
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American Superconductor Corp | NASDAQ:AMSC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.19 | 1.54% | 12.54 | 12.52 | 12.54 | 12.68 | 12.35 | 12.35 | 52,058 | 16:43:24 |
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Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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American Superconductor Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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04-2959321
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(State or Other Jurisdiction
of Incorporation or Organization)
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(IRS Employer
Identification Number)
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64 Jackson Road
Devens, Massachusetts
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1,434
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities registered pursuant to Section 12(g) of the Act:
None
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Item
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Page
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PART I
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1.
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1A.
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1B.
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2.
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3.
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4.
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PART II
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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Item 1.
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BUSINESS
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•
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Wind.
Through our Windtec Solutions
™
, our Wind business segment enables manufacturers to field wind turbines with exceptional power output, reliability, and affordability. We supply advanced power electronics and control systems, license our highly engineered wind turbine designs, and provide extensive customer support services to wind turbine manufacturers. Our design portfolio includes a broad range of drive trains and power ratings of 2 megawatts (“MW”) and higher. We provide a broad range of power electronics and software-based control systems that are highly integrated and designed for optimized performance, efficiency, and grid compatibility.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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the evolving electric grid;
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the electrification of the Naval fleet; and
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the global demand for renewable energy.
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Electrical Control Systems.
We provide full electrical control systems (“ECS”) or a subset of those systems (“core electrical components”) to manufacturers of wind turbines designed by us. Our ECS regulate voltage, control power flows and maximize wind turbine efficiency, among other functions. To date, we have shipped enough core electrical components and complete ECS to power over 16,000 Megawatts (“MW”) of wind power. We believe our ECS represent approximately 5-10% of a wind turbine’s bill of materials. We believe that the annual total addressable market for ECS is approximately $3.6 billion of which the annual addressable market in India is expected to approach $300 million.
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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.
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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.
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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.
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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).
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Capacity
. The traditional way to enable increases in power grid capacity without losing voltage stability is to install more overhead power lines and underground cables. However, permitting new transmission and distribution lines can take 10 years or more due to various public policy issues, such as environmental, aesthetic, and health concerns. In urban and metropolitan areas, installing additional conventional underground copper cables is similarly challenging, since many existing underground corridors carrying power distribution cables are already filled to their physical capacity and cannot accommodate any additional conventional cables. In addition, adding new conduits requires excavation to expand existing corridors or create new corridors, which are costly and disruptive undertakings.
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Efficiency
. Most overhead lines and underground cables use traditional conductors such as copper and aluminum, which lose power due to electrical resistance. At transmission voltage, electrical losses average about 7% in the United States and other developed nations, but can exceed 20% in some locations due to the distance of the line, quality of conductor, and the power grid’s architecture and characteristics, among other factors.
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Security
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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.
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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:
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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.
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Ship Protection Systems
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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.
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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:
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o
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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.
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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.
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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.
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We are also offering full system solutions through a collaboration with industry leader Nexans:
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o
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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.
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Devens, Massachusetts — Corporate headquarters, superconductors research, development and manufacturing, FACTS product engineering and manufacturing
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New Berlin, Wisconsin — Power electronics and controls research and development
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Klagenfurt, Austria — Wind turbine engineering
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Timisoara, Romania – Electrical Control System and PowerModule power converter manufacturing
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Name
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Age
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Position
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Daniel P. McGahn
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45
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President, Chief Executive Officer and Director
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John W. Kosiba, Jr.
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44
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Senior Vice President, Chief Financial Officer and Treasurer
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Item 1A.
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RISK FACTORS
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obtain certain rights to the intellectual property that we develop under the contract;
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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;
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suspend or debar us from doing business with the government or a specific government agency; and
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pursue criminal or civil remedies under the False Claims Act, False Statements Act and similar remedy provisions unique to government contracting.
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difficulty assimilating acquired operations, technologies and personnel;
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inability to retain management and other key personnel of the acquired business;
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changes in management or other key personnel that may harm relationships with the acquired business’s customers and employees;
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unforeseen liabilities of the acquired business;
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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;
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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.
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potentially longer payment cycles for sales in foreign countries and difficulties in collecting accounts receivable;
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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;
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imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements;
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increased exposure to foreign currency exchange rate risk;
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reduced protection for intellectual property rights in some countries; and
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political unrest, war or acts of terrorism.
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the patent applications that we or our licensors file may not result in patents being issued;
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any patents issued may be challenged by third parties; and
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others may independently develop similar technologies not protected by our patents or design around the patented aspects of any technologies we develop.
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
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PROPERTIES
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Location
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Supporting
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Square footage
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Owned/Leased
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United States
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Devens, Massachusetts
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Corporate & Grid Segment
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355,000
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Owned
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New Berlin, Wisconsin
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Wind & Grid Segments
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50,000
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Leased
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China
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Suzhou & Beijing
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Wind Segment
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39,000
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Leased
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Austria
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Klagenfurt
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Wind Segment
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28,000
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Leased
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Romania
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Timisoara
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Wind Segment
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62,000
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Leased
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Item 3.
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LEGAL PROCEEDINGS
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Item 4.
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MINE SAFETY DISCLOSURES
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Item 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Common Stock
Price
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High
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Low
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Fiscal year ended March 31, 2017:
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First quarter
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$
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12.50
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$
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7.44
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Second quarter
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9.63
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6.21
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Third quarter
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8.55
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6.01
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Fourth quarter
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7.82
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5.86
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Fiscal year ended March 31, 2016:
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First quarter
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$
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10.89
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$
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5.10
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Second quarter
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5.94
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3.26
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Third quarter
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7.89
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3.81
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Fourth quarter
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9.05
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5.28
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Company/Index
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3/31/2012
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3/31/2013
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3/31/2014
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3/31/2015
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3/31/2016
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3/31/2017
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American Superconductor Corp.
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100.00
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64.81
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39.80
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15.63
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18.45
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16.65
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Russell Microcap
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100.00
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115.27
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151.72
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155.68
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133.63
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168.71
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Russell 2000
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100.00
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114.60
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141.28
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150.88
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134.17
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166.92
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Item 6.
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SELECTED FINANCIAL DATA
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Fiscal year ended March 31,
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2017
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2016
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2015
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2014
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2013
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(In thousands, except per share data)
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Revenues
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$
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75,195
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$
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96,023
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$
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70,530
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$
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84,117
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$
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87,419
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Net loss
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(27,373
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)
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(23,139
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)
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(48,656
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)
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(56,258
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)
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(66,131
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)
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Net loss per common share - basic
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(1.98
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)
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(1.76
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)
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(5.74
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)
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(8.98
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)
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(12.46
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)
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Net loss per common share - diluted
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(1.98
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)
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(1.76
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)
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(5.74
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)
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(8.98
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)
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(12.46
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)
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Total assets
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100,244
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135,318
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133,825
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168,509
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216,754
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Working capital
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23,483
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42,334
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17,319
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35,459
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40,428
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Cash, cash equivalents, marketable securities and restricted cash
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27,744
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40,721
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24,548
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49,421
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50,199
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Long term debt, net of discount
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—
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1,367
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3,877
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6,380
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9,248
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Stockholders’ equity
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60,226
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83,549
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|
79,893
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|
112,259
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|
125,118
|
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Item 7.
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MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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●
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Wind.
Through our Windtec Solutions
™
, our Wind business segment enables manufacturers to field wind turbines with exceptional power output, reliability and affordability. We supply advanced power electronics and control systems, license our highly engineered wind turbine designs, and provide extensive customer support services to wind turbine manufacturers. Our design portfolio includes a broad range of 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.
|
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●
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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.
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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.
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Receive an order for SPS from the U.S. Navy.
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Have at least one additional city perform a REG deployment study.
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Receive the first commercial orders for VVO.
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Increase our grid sales over the prior year.
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Receive a commercial REG order.
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Receive an order for our multi-ship module product from the U.S. Navy.
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Receive an additional SPS order from the U.S. Navy.
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Receive an additional SPS order from a foreign navy.
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Achieve revenues from commercial VVO sales.
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Fiscal Years Ended March 31,
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2017
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|
2016
|
||||
Revenues
:
|
|
|
|
||||
Wind
|
$
|
47,269
|
|
|
$
|
68,883
|
|
Grid
|
27,926
|
|
|
27,140
|
|
||
Total
|
$
|
75,195
|
|
|
$
|
96,023
|
|
|
Fiscal Years Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Operating loss:
|
|
|
|
||||
Wind
|
$
|
(4,174
|
)
|
|
$
|
(1,256
|
)
|
Grid
|
(20,476
|
)
|
|
(14,835
|
)
|
||
Unallocated corporate expenses
|
(2,892
|
)
|
|
(4,027
|
)
|
||
Total
|
$
|
(27,542
|
)
|
|
$
|
(20,118
|
)
|
|
Fiscal Years Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Revenues
:
|
|
|
|
||||
Wind
|
$
|
68,883
|
|
|
$
|
51,307
|
|
Grid
|
27,140
|
|
|
19,223
|
|
||
Total
|
$
|
96,023
|
|
|
$
|
70,530
|
|
|
Fiscal Years Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Operating loss:
|
|
|
|
||||
Wind
|
$
|
(1,256
|
)
|
|
$
|
(14,321
|
)
|
Grid
|
(14,835
|
)
|
|
(26,890
|
)
|
||
Unallocated corporate expenses
|
(4,027
|
)
|
|
(11,306
|
)
|
||
Total
|
$
|
(20,118
|
)
|
|
$
|
(52,517
|
)
|
|
Year ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss
|
$
|
(27,373
|
)
|
|
$
|
(23,139
|
)
|
|
$
|
(48,656
|
)
|
Gain on sale of interest in minority investments, net of tax effect
|
(325
|
)
|
|
(2,919
|
)
|
|
—
|
|
|||
Stock-based compensation
|
2,892
|
|
|
3,248
|
|
|
5,936
|
|
|||
Arbitration award expense
|
—
|
|
|
—
|
|
|
8,987
|
|
|||
Amortization of acquisition-related intangibles
|
157
|
|
|
157
|
|
|
157
|
|
|||
Restructuring and impairment charges
|
—
|
|
|
779
|
|
|
5,366
|
|
|||
Consumption of zero cost-basis inventory
|
(1,373
|
)
|
|
(4,960
|
)
|
|
(7,982
|
)
|
|||
Change in fair value of derivatives and warrants
|
(1,304
|
)
|
|
228
|
|
|
(3,963
|
)
|
|||
Non-cash interest expense
|
156
|
|
|
359
|
|
|
566
|
|
|||
Tax effect of adjustments
|
220
|
|
|
—
|
|
|
—
|
|
|||
Non-GAAP net loss
|
(26,950
|
)
|
|
(26,247
|
)
|
|
(39,589
|
)
|
|||
|
|
|
|
|
|
||||||
Non-GAAP net loss per share
|
$
|
(1.95
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
(4.67
|
)
|
Weighted average shares outstanding - basic and diluted
|
13,804
|
|
|
13,178
|
|
|
8,477
|
|
|
March 31,
2017 |
|
March 31,
2016 |
||||
Cash and cash equivalents
|
$
|
26,784
|
|
|
$
|
39,330
|
|
Restricted cash
|
960
|
|
|
1,391
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
27,744
|
|
|
$
|
40,721
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
Non-cancellable purchase commitments
|
$
|
4,940
|
|
|
$
|
4,926
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Term Loans
|
1,500
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases (rent)
|
1,597
|
|
|
960
|
|
|
473
|
|
|
164
|
|
|
—
|
|
|||||
Operating leases (other)
|
87
|
|
|
62
|
|
|
21
|
|
|
4
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
8,124
|
|
|
$
|
7,448
|
|
|
$
|
508
|
|
|
$
|
168
|
|
|
$
|
—
|
|
•
|
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
|
•
|
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.
|
•
|
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 Cas
h. 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.
|
•
|
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.
|
•
|
a significant change in the manner in which an asset group is used;
|
•
|
a significant decrease in the market value of an asset group;
|
•
|
identification of other impaired assets within a reporting unit;
|
•
|
a significant adverse change in its business or the industry in which it is sold;
|
•
|
a current period operating cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the asset group; and
|
•
|
significant advances in our technologies that require changes in our manufacturing process.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
March 31,
2017 |
|
March 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
26,784
|
|
|
$
|
39,330
|
|
Accounts receivable, net
|
7,956
|
|
|
19,264
|
|
||
Inventory
|
17,462
|
|
|
18,512
|
|
||
Prepaid expenses and other current assets
|
2,703
|
|
|
5,778
|
|
||
Restricted cash
|
795
|
|
|
457
|
|
||
Total current assets
|
55,700
|
|
|
83,341
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
43,438
|
|
|
49,778
|
|
||
Intangibles, net
|
301
|
|
|
854
|
|
||
Restricted cash
|
165
|
|
|
934
|
|
||
Deferred tax assets
|
407
|
|
|
96
|
|
||
Other assets
|
233
|
|
|
315
|
|
||
|
|
|
|
||||
Total assets
|
$
|
100,244
|
|
|
$
|
135,318
|
|
|
|
|
|
||||
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
14,490
|
|
|
$
|
23,156
|
|
Note payable, current portion, net of discount of $19 as of March 31, 2017 and $42 as of March 31, 2016
|
1,481
|
|
|
2,624
|
|
||
Derivative liabilities
|
1,923
|
|
|
3,227
|
|
||
Deferred revenue
|
14,323
|
|
|
12,000
|
|
||
Total current liabilities
|
32,217
|
|
|
41,007
|
|
||
|
|
|
|
||||
Note payable, net of discount of $133 as of March 31, 2016
|
—
|
|
|
1,367
|
|
||
Deferred revenue
|
7,631
|
|
|
9,269
|
|
||
Deferred tax liabilities
|
125
|
|
|
63
|
|
||
Other liabilities
|
45
|
|
|
63
|
|
||
Total liabilities
|
40,018
|
|
|
51,769
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
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
|
1,017,510
|
|
|
1,011,813
|
|
||
Treasury stock, at cost, 97,529 and 51,506 shares at March 31, 2017 and 2016, respectively
|
(1,371
|
)
|
|
(881
|
)
|
||
Accumulated other comprehensive (loss) income
|
(503
|
)
|
|
660
|
|
||
Accumulated deficit
|
(955,557
|
)
|
|
(928,184
|
)
|
||
Total stockholders' equity
|
60,226
|
|
|
83,549
|
|
||
|
|
|
|
||||
Total liabilities and stockholders' equity
|
$
|
100,244
|
|
|
$
|
135,318
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
$
|
75,195
|
|
|
$
|
96,023
|
|
|
$
|
70,530
|
|
|
|
|
|
|
|
||||||
Cost of revenues
|
64,352
|
|
|
74,041
|
|
|
67,442
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
10,843
|
|
|
21,982
|
|
|
3,088
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
12,540
|
|
|
12,303
|
|
|
11,878
|
|
|||
Selling, general and administrative
|
25,688
|
|
|
28,861
|
|
|
29,217
|
|
|||
Arbitration award expense
|
—
|
|
|
—
|
|
|
8,987
|
|
|||
Restructuring and impairments
|
—
|
|
|
779
|
|
|
5,366
|
|
|||
Amortization of acquisition related intangibles
|
157
|
|
|
157
|
|
|
157
|
|
|||
Total operating expenses
|
38,385
|
|
|
42,100
|
|
|
55,605
|
|
|||
|
|
|
|
|
|
||||||
Operating loss
|
(27,542
|
)
|
|
(20,118
|
)
|
|
(52,517
|
)
|
|||
|
|
|
|
|
|
||||||
Change in fair value of derivatives and warrants
|
1,304
|
|
|
(228
|
)
|
|
3,963
|
|
|||
Gain on sale of minority interests
|
325
|
|
|
3,092
|
|
|
—
|
|
|||
Interest expense, net
|
(383
|
)
|
|
(1,037
|
)
|
|
(1,882
|
)
|
|||
Other income (expense), net
|
65
|
|
|
(2,457
|
)
|
|
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
|
$
|
(27,373
|
)
|
|
$
|
(23,139
|
)
|
|
$
|
(48,656
|
)
|
|
|
|
|
|
|
||||||
Net loss per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.98
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(5.74
|
)
|
Diluted
|
$
|
(1.98
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(5.74
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
13,804
|
|
|
13,178
|
|
|
8,477
|
|
|||
Diluted
|
13,804
|
|
|
13,178
|
|
|
8,477
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss
|
$
|
(27,373
|
)
|
|
$
|
(23,139
|
)
|
|
$
|
(48,656
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) gain, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation (losses) gains
|
(1,163
|
)
|
|
968
|
|
|
(2,147
|
)
|
|||
Total other comprehensive (loss) gain, net of tax
|
(1,163
|
)
|
|
968
|
|
|
(2,147
|
)
|
|||
Comprehensive loss
|
$
|
(28,536
|
)
|
|
$
|
(22,171
|
)
|
|
$
|
(50,803
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock |
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total Stockholders'
Equity
|
|||||||||||||||
|
Number
of Shares
|
|
Par
Value
|
|
|
|
|
|
||||||||||||||||||
Balance at March 31, 2014
|
7,893
|
|
|
$
|
79
|
|
|
$
|
967,100
|
|
|
$
|
(370
|
)
|
|
$
|
1,839
|
|
|
$
|
(856,389
|
)
|
|
$
|
112,259
|
|
Issuance of common stock - ESPP
|
17
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
||||||
Issuance of common stock - restricted shares
|
301
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
5,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,936
|
|
||||||
Issuance of stock for 401(k) match
|
35
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
||||||
Issuance of common stock-ATM, net of costs
|
375
|
|
|
4
|
|
|
5,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,839
|
|
||||||
Issuance of common stock-Hudson Bay Capital
|
909
|
|
|
9
|
|
|
5,216
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,225
|
|
||||||
Issuance of common stock to settle liabilities
|
94
|
|
|
1
|
|
|
1,322
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,323
|
|
||||||
Reverse stock split
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Repurchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
|
—
|
|
|
(401
|
)
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,147
|
)
|
|
—
|
|
|
(2,147
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,656
|
)
|
|
(48,656
|
)
|
||||||
Balance at March 31, 2015
|
9,624
|
|
|
$
|
96
|
|
|
$
|
985,921
|
|
|
$
|
(771
|
)
|
|
$
|
(308
|
)
|
|
$
|
(905,045
|
)
|
|
$
|
79,893
|
|
Issuance of common stock - ESPP
|
8
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||||
Issuance of common stock - restricted shares
|
409
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3,248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,248
|
|
||||||
Issuance of stock for 401(k) match
|
66
|
|
|
1
|
|
|
376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
377
|
|
||||||
Issuance of common stock-equity offering
|
4,000
|
|
|
40
|
|
|
22,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,282
|
|
||||||
Repurchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
968
|
|
|
—
|
|
|
968
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,139
|
)
|
|
(23,139
|
)
|
||||||
Balance at March 31, 2016
|
14,107
|
|
|
$
|
141
|
|
|
$
|
1,011,813
|
|
|
$
|
(881
|
)
|
|
$
|
660
|
|
|
$
|
(928,184
|
)
|
|
$
|
83,549
|
|
Issuance of common stock - restricted shares
|
174
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,892
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,892
|
|
||||||
Issuance of stock for 401(k) match
|
53
|
|
|
—
|
|
|
284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284
|
|
||||||
Issuance of common stock-equity offering
|
380
|
|
|
4
|
|
|
2,523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,527
|
|
||||||
Repurchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,163
|
)
|
|
—
|
|
|
(1,163
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,373
|
)
|
|
(27,373
|
)
|
||||||
Balance at March 31, 2017
|
14,714
|
|
|
$
|
147
|
|
|
$
|
1,017,510
|
|
|
$
|
(1,371
|
)
|
|
$
|
(503
|
)
|
|
$
|
(955,557
|
)
|
|
$
|
60,226
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(27,373
|
)
|
|
$
|
(23,139
|
)
|
|
$
|
(48,656
|
)
|
Adjustments to reconcile net loss to net cash used in operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
7,519
|
|
|
7,972
|
|
|
9,554
|
|
|||
Stock-based compensation expense
|
2,892
|
|
|
3,248
|
|
|
5,936
|
|
|||
Impairment of minority interest investments
|
—
|
|
|
746
|
|
|
3,464
|
|
|||
Provision for excess and obsolete inventory
|
1,615
|
|
|
2,713
|
|
|
1,386
|
|
|||
Write-off prepaid taxes
|
—
|
|
|
289
|
|
|
—
|
|
|||
Gain on sale from minority interest investments
|
(325
|
)
|
|
(3,092
|
)
|
|
—
|
|
|||
Loss from minority interest investments
|
—
|
|
|
356
|
|
|
743
|
|
|||
Change in fair value of derivatives and warrants
|
(1,304
|
)
|
|
228
|
|
|
(3,963
|
)
|
|||
Reversal of Catlin legal costs
|
—
|
|
|
—
|
|
|
(2,220
|
)
|
|||
Non-cash interest expense
|
156
|
|
|
359
|
|
|
566
|
|
|||
Other non-cash items
|
(940
|
)
|
|
1,462
|
|
|
(2,436
|
)
|
|||
Changes in operating asset and liability accounts:
|
|
|
|
|
|
||||||
Accounts receivable
|
11,143
|
|
|
(9,318
|
)
|
|
(2,677
|
)
|
|||
Inventory
|
(815
|
)
|
|
(782
|
)
|
|
(1,887
|
)
|
|||
Prepaid expenses and other current assets
|
2,729
|
|
|
5,608
|
|
|
(2,330
|
)
|
|||
Accounts payable and accrued expenses
|
(7,938
|
)
|
|
1,543
|
|
|
5,579
|
|
|||
Deferred revenue
|
1,426
|
|
|
7,248
|
|
|
4,265
|
|
|||
Net cash used in operating activities
|
(11,215
|
)
|
|
(4,559
|
)
|
|
(32,676
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
(656
|
)
|
|
(1,201
|
)
|
|
(737
|
)
|
|||
Proceeds from the sale of property, plant and equipment
|
29
|
|
|
47
|
|
|
18
|
|
|||
Change in restricted cash
|
431
|
|
|
2,669
|
|
|
2,248
|
|
|||
Proceeds from sale of minority interests
|
325
|
|
|
3,092
|
|
|
—
|
|
|||
Change in other assets
|
63
|
|
|
266
|
|
|
280
|
|
|||
Net cash provided by investing activities
|
192
|
|
|
4,873
|
|
|
1,809
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Employee taxes paid related to net settlement of equity awards
|
(490
|
)
|
|
(110
|
)
|
|
(401
|
)
|
|||
Proceeds from the issuance of debt, net of expenses
|
—
|
|
|
—
|
|
|
1,422
|
|
|||
Repayment of debt
|
(3,167
|
)
|
|
(4,000
|
)
|
|
(7,295
|
)
|
|||
Proceeds from ATM sales, net
|
2,527
|
|
|
—
|
|
|
5,839
|
|
|||
Proceeds from public equity offering, net
|
—
|
|
|
22,282
|
|
|
9,094
|
|
|||
Proceeds from exercise of employee stock options and ESPP
|
—
|
|
|
30
|
|
|
124
|
|
|||
Net cash (used in) provided by financing activities
|
(1,130
|
)
|
|
18,202
|
|
|
8,783
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(393
|
)
|
|
324
|
|
|
(540
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease)/increase in cash and cash equivalents
|
(12,546
|
)
|
|
18,840
|
|
|
(22,624
|
)
|
|||
Cash and cash equivalents at beginning of year
|
39,330
|
|
|
20,490
|
|
|
43,114
|
|
|||
Cash and cash equivalents at end of year
|
$
|
26,784
|
|
|
$
|
39,330
|
|
|
$
|
20,490
|
|
|
|
|
|
|
|
||||||
Supplemental schedule of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds
|
$
|
992
|
|
|
$
|
1,723
|
|
|
$
|
362
|
|
Issuance of common stock to settle liabilities
|
399
|
|
|
377
|
|
|
1,715
|
|
|||
Cash paid for interest
|
280
|
|
|
709
|
|
|
1,362
|
|
Asset Classification
|
|
Estimated Useful Life in Years
|
Building
|
|
40
|
Process upgrades to the building
|
|
10-40
|
Machinery and equipment
|
|
3-10
|
Furniture and fixtures
|
|
3-5
|
Leasehold improvements
|
|
Shorter of the estimated useful life or the remaining lease term
|
|
Fiscal year ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(27,373
|
)
|
|
$
|
(23,139
|
)
|
|
$
|
(48,656
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares of common stock outstanding
|
14,231
|
|
|
13,295
|
|
|
8,559
|
|
|||
Weighted-average shares subject to repurchase
|
(427
|
)
|
|
(117
|
)
|
|
(82
|
)
|
|||
Shares used in per-share calculation ― basic
|
13,804
|
|
|
13,178
|
|
|
8,477
|
|
|||
Shares used in per-share calculation ― diluted
|
13,804
|
|
|
13,178
|
|
|
8,477
|
|
|||
Net loss per share ― basic
|
$
|
(1.98
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(5.74
|
)
|
Net loss per share ― diluted
|
$
|
(1.98
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(5.74
|
)
|
|
Level 1
|
-
|
Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
|
|
|
|
|
Level 2
|
-
|
Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
|
|
|
|
|
|
Level 3
|
-
|
Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.
|
|
Total
Carrying
Value
|
|
Quoted Prices in
Active Markets
(
Level 1)
|
|
Significant Other
Observable Inputs
(
Level 2)
|
|
Significant
Unobservable Inputs
(
Level 3)
|
||||||||
March 31, 2017:
|
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|
|||||||
Cash equivalents
|
$
|
14,105
|
|
|
$
|
14,105
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Warrants
|
$
|
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)
|
||||||||
March 31, 2016:
|
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|
|||||||
Cash equivalents
|
$
|
16,040
|
|
|
$
|
16,040
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants
|
$
|
3,227
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,227
|
|
|
Warrants
|
||
April 1, 2016
|
$
|
3,227
|
|
Mark to market adjustment
|
(1,304
|
)
|
|
Balance at March 31, 2017
|
$
|
1,923
|
|
|
|
||
|
Warrants
|
||
April 1, 2015
|
$
|
2,999
|
|
Mark to market adjustment
|
228
|
|
|
Balance at March 31, 2016
|
$
|
3,227
|
|
|
March 31,
2017 |
|
March 31,
2016 |
||||
Accounts receivable (billed)
|
$
|
7,436
|
|
|
$
|
18,089
|
|
Accounts receivable (unbilled)
|
574
|
|
|
1,229
|
|
||
Less: Allowance for doubtful accounts
|
(54
|
)
|
|
(54
|
)
|
||
Accounts receivable, net
|
$
|
7,956
|
|
|
$
|
19,264
|
|
|
March 31,
2017 |
|
March 31,
2016 |
||||
Raw materials
|
$
|
4,263
|
|
|
$
|
9,665
|
|
Work-in-process
|
426
|
|
|
3,411
|
|
||
Finished goods
|
8,016
|
|
|
3,215
|
|
||
Deferred program costs
|
4,757
|
|
|
2,221
|
|
||
Net inventory
|
$
|
17,462
|
|
|
$
|
18,512
|
|
|
March 31,
2017 |
|
March 31,
2016 |
||||
Land
|
$
|
3,643
|
|
|
$
|
3,643
|
|
Construction in progress - equipment
|
601
|
|
|
601
|
|
||
Buildings
|
34,549
|
|
|
34,549
|
|
||
Equipment and software
|
73,445
|
|
|
73,659
|
|
||
Furniture and fixtures
|
1,201
|
|
|
1,215
|
|
||
Leasehold improvements
|
2,442
|
|
|
3,600
|
|
||
Property, plant and equipment, gross
|
115,881
|
|
|
117,267
|
|
||
Less accumulated depreciation
|
(72,443
|
)
|
|
(67,489
|
)
|
||
Property, plant and equipment, net
|
$
|
43,438
|
|
|
$
|
49,778
|
|
|
2017
|
|
2016
|
|
|
||||||||||||||||||||
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Estimated
Useful Life
|
||||||||||||
Licenses
|
$
|
4,422
|
|
|
$
|
(4,134
|
)
|
|
$
|
288
|
|
|
$
|
4,422
|
|
|
$
|
(3,739
|
)
|
|
$
|
683
|
|
|
7
|
Core technology and know-how
|
4,806
|
|
|
(4,793
|
)
|
|
13
|
|
|
5,010
|
|
|
(4,839
|
)
|
|
171
|
|
|
5-10
|
||||||
Intangible assets
|
$
|
9,228
|
|
|
$
|
(8,927
|
)
|
|
$
|
301
|
|
|
$
|
9,432
|
|
|
$
|
(8,578
|
)
|
|
$
|
854
|
|
|
|
Fiscal years ending March 31,
|
Total
|
||
2018
|
301
|
|
|
Total
|
$
|
301
|
|
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Intangible assets by geography:
|
|
|
|
||||
U.S.
|
$
|
301
|
|
|
$
|
854
|
|
Total
|
$
|
301
|
|
|
$
|
854
|
|
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Intangible assets by business segments:
|
|
|
|
||||
Grid
|
301
|
|
|
854
|
|
||
Total
|
$
|
301
|
|
|
$
|
854
|
|
|
March 31,
2017 |
|
March 31,
2016 |
||||
Accounts payable
|
$
|
3,207
|
|
|
$
|
5,837
|
|
Accrued inventories in-transit
|
313
|
|
|
1,908
|
|
||
Accrued other miscellaneous expenses
|
2,240
|
|
|
3,003
|
|
||
Accrued compensation
|
5,042
|
|
|
7,526
|
|
||
Income taxes payable
|
1,344
|
|
|
1,281
|
|
||
Accrued warranty
|
2,344
|
|
|
3,601
|
|
||
Total
|
$
|
14,490
|
|
|
$
|
23,156
|
|
|
Fiscal Years Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
$
|
3,601
|
|
|
$
|
3,934
|
|
Change in accruals for warranties during the period
|
1,219
|
|
|
1,865
|
|
||
Settlements during the period
|
(2,476
|
)
|
|
(2,198
|
)
|
||
Balance at end of period
|
$
|
2,344
|
|
|
$
|
3,601
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
|
|
Fiscal Year 16
|
2017
|
|
2016
|
|
2016
|
|
2016
|
|
|
|
Risk-free interest rate
|
0.91%
|
|
0.56%
|
|
0.59%
|
|
0.48%
|
|
|
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Expected volatility
|
44.12%
|
|
58.04%
|
|
70.50%
|
|
76.30%
|
|
|
|
Term (years)
|
0.51
|
|
0.76
|
|
1.01
|
|
1.26
|
|
|
|
Fair value
|
$—
|
|
$0.1 million
|
|
$0.2 million
|
|
$0.4 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
|
|
Fiscal Year 15
|
2016
|
|
2015
|
|
2015
|
|
2015
|
|
|
|
Risk-free interest rate
|
0.66%
|
|
0.96%
|
|
0.64%
|
|
0.74%
|
|
|
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Expected volatility
|
76.76%
|
|
76.68%
|
|
73.39%
|
|
71.61%
|
|
|
|
Term (years)
|
1.51
|
|
1.76
|
|
2.01
|
|
2.26
|
|
|
|
Fair value
|
$0.4 million
|
|
$0.3 million
|
|
$0.1 million
|
|
$0.2 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
|
Fiscal Year 14
|
2015
|
|
2014
|
|
2014
|
|
2014
|
|
2014
|
|
Risk-free interest rate
|
0.73%
|
|
1.00%
|
|
1.07%
|
|
0.98%
|
|
1.11%
|
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Expected volatility
|
70.42%
|
|
72.38%
|
|
76.20%
|
|
83.50%
|
|
80.99%
|
|
Term (years)
|
2.51
|
|
2.76
|
|
3.01
|
|
3.26
|
|
3.51
|
|
Fair value
|
$0.3 million
|
|
$0.5 million
|
|
$1.5 million
|
|
$2.3 million
|
|
$2.2 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
Fiscal Year 16
|
2017
|
|
2016
|
|
2016
|
|
2016
|
Risk-free interest rate
|
1.55%
|
|
1.57%
|
|
0.97%
|
|
0.86%
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
Expected volatility
|
66.51%
|
|
67.28%
|
|
67.98%
|
|
68.34%
|
Term (years)
|
3.25
|
|
3.50
|
|
3.75
|
|
4.00
|
Fair value
|
$0.2 million
|
|
$0.2 million
|
|
$0.2 million
|
|
$0.3 million
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
Fiscal Year 15
|
2016
|
|
2015
|
|
2015
|
|
2015
|
Risk-free interest rate
|
1.08%
|
|
1.65%
|
|
1.31%
|
|
1.63%
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
Expected volatility
|
70.25%
|
|
73.57%
|
|
75.32%
|
|
72.57%
|
Term (years)
|
4.25
|
|
4.50
|
|
4.75
|
|
5.00
|
Fair value
|
$0.2 million
|
|
$0.2 million
|
|
$0.1 million
|
|
$0.2 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Issuance
|
|
|
|
March 31,
|
|
December 31,
|
|
December 19,
|
|
|
Fiscal Year 14
|
2015
|
|
2014
|
|
2014
|
|
|
Risk-free interest rate
|
1.41%
|
|
1.73%
|
|
1.74%
|
|
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
|
Expected volatility
|
74.60%
|
|
77.43%
|
|
70.26%
|
|
|
Term (years)
|
5.25
|
|
5.50
|
|
5.53
|
|
|
Fair value
|
$0.2 million
|
|
$0.2 million
|
|
$0.2 million
|
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
Fiscal Year 16
|
2017
|
|
2016
|
|
2016
|
|
2016
|
Risk-free interest rate
|
1.41%
|
|
1.43%
|
|
0.93%
|
|
0.77%
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
Expected volatility
|
66.53%
|
|
69.31%
|
|
68.96%
|
|
70.01%
|
Term (years)
|
2.62
|
|
2.87
|
|
3.12
|
|
3.37
|
Fair value
|
$1.8 million
|
|
$2.3 million
|
|
$2.3 million
|
|
$3.2 million
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
Fiscal Year 15
|
2016
|
|
2015
|
|
2015
|
|
2015
|
Risk-free interest rate
|
0.98%
|
|
1.51%
|
|
1.17%
|
|
1.44%
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
Expected volatility
|
69.88%
|
|
70.02%
|
|
73.02%
|
|
74.18%
|
Term (years)
|
3.62
|
|
3.87
|
|
4.12
|
|
4.37
|
Fair value
|
$2.6 million
|
|
$2.1 million
|
|
$1.3 million
|
|
$1.8 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Issuance
|
|
|
|
March 31,
|
|
December 31,
|
|
November 13,
|
|
|
Fiscal Year 14
|
2015
|
|
2014
|
|
2014
|
|
|
Risk-free interest rate
|
1.28%
|
|
1.61%
|
|
1.64%
|
|
|
Expected annual dividend yield
|
—
|
|
—
|
|
—
|
|
|
Expected volatility
|
75.96%
|
|
78.00%
|
|
72.86%
|
|
|
Term (years)
|
4.62
|
|
4.87
|
|
5.00
|
|
|
Fair value
|
$2.5 million
|
|
$3.2 million
|
|
$4.3 million
|
|
|
|
Fiscal years ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Loss before income tax expense:
|
|
|
|
|
|
||||||
U.S.
|
$
|
(31,664
|
)
|
|
$
|
(29,436
|
)
|
|
$
|
(40,277
|
)
|
Foreign
|
5,433
|
|
|
8,688
|
|
|
(8,563
|
)
|
|||
Total
|
$
|
(26,231
|
)
|
|
$
|
(20,748
|
)
|
|
$
|
(48,840
|
)
|
|
Fiscal years ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
765
|
|
|
$
|
459
|
|
|
$
|
47
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
619
|
|
|
1,950
|
|
|
(274
|
)
|
|||
Total current
|
1,384
|
|
|
2,409
|
|
|
(227
|
)
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
|
|
||||
Federal
|
60
|
|
|
(18
|
)
|
|
43
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
(302
|
)
|
|
—
|
|
|
—
|
|
|||
Total deferred
|
(242
|
)
|
|
(18
|
)
|
|
43
|
|
|||
|
|
|
|
|
|
||||||
Income tax (benefit) expense
|
$
|
1,142
|
|
|
$
|
2,391
|
|
|
$
|
(184
|
)
|
|
Fiscal years ended March 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Statutory federal income tax rate
|
(34
|
)%
|
|
(34
|
)%
|
|
(34
|
)%
|
State income taxes, net of federal benefit
|
—
|
|
|
1
|
|
|
2
|
|
Deemed dividend and dividends paid
|
20
|
|
|
5
|
|
|
1
|
|
Foreign income tax rate differential
|
(1
|
)
|
|
5
|
|
|
6
|
|
Stock options
|
—
|
|
|
1
|
|
|
1
|
|
Nondeductible expenses
|
—
|
|
|
—
|
|
|
1
|
|
Research and development tax credit
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
Deferred warrants
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
Reversal of uncertain tax benefits
|
—
|
|
|
—
|
|
|
(6
|
)
|
True-up of NOLs
|
(40
|
)
|
|
19
|
|
|
—
|
|
Settlement of intercompany balances
|
—
|
|
|
(9
|
)
|
|
—
|
|
Nondeductible foreign currency exchange remeasurement loss
|
—
|
|
|
10
|
|
|
—
|
|
Valuation allowance
|
63
|
|
|
18
|
|
|
32
|
|
Effective income tax rate
|
4
|
%
|
|
11
|
%
|
|
—
|
%
|
|
March 31,
2017 |
|
March 31,
2016 |
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
297,961
|
|
|
$
|
281,098
|
|
Research and development and other tax credit carryforwards
|
11,965
|
|
|
11,878
|
|
||
Accruals and reserves
|
26,222
|
|
|
28,088
|
|
||
Fixed assets and intangible assets
|
2,250
|
|
|
2,393
|
|
||
Other
|
12,454
|
|
|
14,494
|
|
||
Gross deferred tax assets
|
350,852
|
|
|
337,951
|
|
||
Valuation allowance
|
(315,092
|
)
|
|
(301,393
|
)
|
||
Total deferred tax assets
|
35,760
|
|
|
36,558
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Intercompany debt
|
(25,841
|
)
|
|
(27,117
|
)
|
||
Other
|
(9,637
|
)
|
|
(9,408
|
)
|
||
Total deferred tax liabilities
|
(35,478
|
)
|
|
(36,525
|
)
|
||
Net deferred tax asset
|
$
|
282
|
|
|
$
|
33
|
|
|
Fiscal years ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Stock options
|
$
|
323
|
|
|
$
|
663
|
|
|
$
|
1,851
|
|
Restricted stock and stock awards
|
2,569
|
|
|
2,574
|
|
|
4,063
|
|
|||
Employee stock purchase plan
|
—
|
|
|
11
|
|
|
22
|
|
|||
Total stock-based compensation expense
|
$
|
2,892
|
|
|
$
|
3,248
|
|
|
$
|
5,936
|
|
|
Fiscal years ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of revenues
|
$
|
185
|
|
|
$
|
274
|
|
|
$
|
719
|
|
Research and development
|
214
|
|
|
418
|
|
|
1,728
|
|
|||
Selling, general and administrative
|
2,493
|
|
|
2,556
|
|
|
3,489
|
|
|||
Total
|
$
|
2,892
|
|
|
$
|
3,248
|
|
|
$
|
5,936
|
|
|
Options / Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic Value
(thousands)
|
|||||
Outstanding at March 31, 2016
|
366,549
|
|
|
$
|
83.39
|
|
|
|
|
|
|
|
Granted
|
9,703
|
|
|
6.80
|
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Canceled/forfeited
|
(24,244
|
)
|
|
107.26
|
|
|
|
|
|
|
||
Outstanding at March 31, 2017
|
352,008
|
|
|
$
|
79.63
|
|
|
5.1
|
|
$
|
0.6
|
|
Exercisable at March 31, 2017
|
282,005
|
|
|
$
|
96.09
|
|
|
5.0
|
|
$
|
—
|
|
Fully vested and expected to vest at March 31, 2017
|
347,256
|
|
|
$
|
80.54
|
|
|
4.5
|
|
$
|
0.5
|
|
|
Fiscal years ended March 31,
|
||||||
|
2017
|
|
2016
|
|
2015
|
||
Expected volatility
|
67.6
|
%
|
|
N/A
|
|
85.5
|
%
|
Risk-free interest rate
|
1.3
|
%
|
|
N/A
|
|
1.9
|
%
|
Expected life (years)
|
5.7
|
|
|
N/A
|
|
5.9
|
|
Dividend yield
|
None
|
|
|
N/A
|
|
None
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Intrinsic
Aggregate
Value
(thousands)
|
|||||
Outstanding at March 31, 2016
|
482,844
|
|
|
$
|
9.62
|
|
|
|
|
|
Granted
|
171,000
|
|
|
10.23
|
|
|
|
|
||
Vested
|
(228,919
|
)
|
|
10.51
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
||
Outstanding at March 31, 2017
|
424,925
|
|
|
$
|
9.40
|
|
|
$
|
2,915
|
|
Fiscal years ended March 31,
|
Total
|
||
2018
|
$
|
1,022
|
|
2019
|
315
|
|
|
2020
|
179
|
|
|
2021
|
168
|
|
|
Total
|
$
|
1,684
|
|
|
Fiscal years ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Rent expense
|
$
|
1,338
|
|
|
$
|
1,628
|
|
|
$
|
2,091
|
|
|
Severance pay
and benefits
|
|
Facility exit and
Relocation costs
|
|
Total
|
||||||
Accrued restructuring balance at April 1, 2015
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
180
|
|
Charges to operations
|
(5
|
)
|
|
38
|
|
|
33
|
|
|||
Cash payments
|
(175
|
)
|
|
(38
|
)
|
|
(213
|
)
|
|||
Accrued restructuring balance at March 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal Years Ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating loss:
|
|
|
|
|
|
||||||
Wind
|
$
|
(4,174
|
)
|
|
$
|
(1,256
|
)
|
|
$
|
(14,321
|
)
|
Grid
|
(20,476
|
)
|
|
(14,835
|
)
|
|
(26,890
|
)
|
|||
Unallocated corporate expenses
|
(2,892
|
)
|
|
(4,027
|
)
|
|
(11,306
|
)
|
|||
Total
|
$
|
(27,542
|
)
|
|
$
|
(20,118
|
)
|
|
$
|
(52,517
|
)
|
|
March 31,
2017 |
|
March 31,
2016 |
||||
Wind
|
$
|
18,346
|
|
|
$
|
34,389
|
|
Grid
|
31,060
|
|
|
36,255
|
|
||
Corporate assets
|
50,838
|
|
|
64,674
|
|
||
Total
|
$
|
100,244
|
|
|
$
|
135,318
|
|
(In thousands, except per share amount)
|
For the year ended March 31, 2017:
|
||||||||||||||
Three Months Ended
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
March 31,
|
||||||||
|
2016
|
|
2016
|
|
2016
|
|
2017
|
||||||||
Total revenue
|
$
|
13,345
|
|
|
$
|
18,507
|
|
|
$
|
27,148
|
|
|
$
|
16,195
|
|
Operating loss
|
(9,344
|
)
|
|
(7,150
|
)
|
|
(4,060
|
)
|
|
(6,988
|
)
|
||||
Net loss
|
(10,355
|
)
|
|
(7,325
|
)
|
|
(2,768
|
)
|
|
(6,925
|
)
|
||||
Net loss per common share—basic
|
(0.76
|
)
|
|
(0.53
|
)
|
|
(0.20
|
)
|
|
(0.50
|
)
|
||||
Net loss per common share—diluted
|
(0.76
|
)
|
|
(0.53
|
)
|
|
(0.20
|
)
|
|
(0.50
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
For the year ended March 31, 2016:
|
||||||||||||||
Three Months Ended
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
March 31,
|
||||||||
|
2015
|
|
2015
|
|
2015
|
|
2016
|
||||||||
Total revenue
|
$
|
23,723
|
|
|
$
|
19,004
|
|
|
$
|
25,772
|
|
|
$
|
27,524
|
|
Operating loss
|
(8,257
|
)
|
|
(6,841
|
)
|
|
(3,312
|
)
|
|
(1,708
|
)
|
||||
Net loss
|
(9,121
|
)
|
|
(7,698
|
)
|
|
(2,957
|
)
|
|
(3,363
|
)
|
||||
Net loss per common share—basic
|
(0.75
|
)
|
|
(0.57
|
)
|
|
(0.22
|
)
|
|
(0.25
|
)
|
||||
Net loss per common share—diluted
|
(0.75
|
)
|
|
(0.57
|
)
|
|
(0.22
|
)
|
|
(0.25
|
)
|
•
|
I
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.
|
•
|
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.
|
•
|
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.
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
Balance,
Beginning of
Year
|
|
Additions
|
|
Write-offs
|
|
Recoveries
and Other
Adjustments
|
|
Balance,
End of
Year
|
|||||||
Allowance for doubtful accounts receivable:
|
|
|
|
|
|
|
|
|
|
|||||||
Fiscal year ended March 31, 2017
|
$
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
54
|
|
Fiscal year ended March 31, 2016
|
$
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
54
|
|
Fiscal year ended March 31, 2015
|
$
|
16
|
|
|
54
|
|
|
(16
|
)
|
|
—
|
|
|
$
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Balance,
Beginning of
Year
|
|
Additions
|
|
Write-offs
|
|
Recoveries
and Other
Adjustments
|
|
Balance,
End of
Year
|
|||||||
Deferred tax asset valuation allowance:
|
|
|
|
|
|
|
|
|
|
|||||||
Fiscal year ended March 31, 2017
|
$
|
301,393
|
|
|
22,580
|
|
|
(8,881
|
)
|
|
—
|
|
|
$
|
315,092
|
|
Fiscal year ended March 31, 2016
|
$
|
294,860
|
|
|
9,028
|
|
|
(2,495
|
)
|
|
—
|
|
|
$
|
301,393
|
|
Fiscal year ended March 31, 2015
|
$
|
282,824
|
|
|
15,189
|
|
|
(3,153
|
)
|
|
—
|
|
|
$
|
294,860
|
|
AMERICAN SUPERCONDUCTOR CORPORATION
|
||
|
|
|
B
Y
:
|
/
S
/ D
ANIEL
P. M
CGAHN
|
|
|
Daniel P. McGahn
President,
Chief Executive Officer, and Director
|
|
Date: May 25, 2017
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ D
ANIEL
P. M
CGAHN
|
|
President, Chief Executive Officer, and
Director (Principal Executive Officer)
|
|
May 25, 2017
|
Daniel P. McGahn
|
|
|
||
|
|
|
|
|
/S/ J
OHN
W. K
OSIBA
, J
R
.
|
|
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
May 25, 2017
|
John W. Kosiba, Jr.
|
|
|
||
|
|
|
|
|
/
S
/ J
OHN
W. W
OOD
, J
R
.
|
|
C
hairman of the Board
|
|
May 25, 2017
|
John W. Wood, Jr.
|
|
|
||
|
|
|
|
|
/
S
/ V
IKRAM
S. B
UDHRAJA
|
|
Director
|
|
May 25, 2017
|
Vikram S. Budhraja
|
|
|
||
|
|
|
|
|
/
S
/ ARTHUR H. HOUSE
|
|
Director
|
|
May 25, 2017
|
Arthur H. House
|
|
|
||
|
|
|
|
|
/
S
/ P
AMELA
F. L
ENEHAN
.
|
|
Director
|
|
May 25, 2017
|
Pamela F. Lenehan
|
|
|
||
|
|
|
|
|
/
S
/ D
AVID
R. O
LIVER
, J
R
.
|
|
Director
|
|
May 25, 2017
|
David R. Oliver, Jr.
|
|
|
||
|
|
|
|
|
/
S
/ J
OHN
B. V
ANDER
S
ANDE
|
|
Director
|
|
May 25, 2017
|
John B. Vander Sande
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Filed/Furnished
Herewith
|
3.1
|
|
Restated Certificate of Incorporation of the Registrant, as amended.
|
|
S-3
|
|
333-191153
|
|
3.1
|
|
9/13/2013
|
|
|
3.2
|
|
Certificate of Amendment of Restated Certificate of Incorporation of the Registrant, dated March 24, 2015.
|
|
8-K
|
|
000-19672
|
|
3.1
|
|
3/24/2015
|
|
|
3.3
|
|
Amended and Restated By-Laws of the Registrant.
|
|
S-3
|
|
333-191153
|
|
3.2
|
|
9/13/2013
|
|
|
4.1
|
|
Exchanged Note dated as of December 20, 2012 between the Registrant and Capital Ventures International.
|
|
10-Q
|
|
000-19672
|
|
4.1
|
|
2/11/2013
|
|
|
4.2
|
|
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.
|
|
10-K
|
|
000-19672
|
|
4.2
|
|
5/31/2016
|
|
|
4.3
|
|
Amended and Restated Warrant Agreement, dated as of December 19, 2014, between the Registrant and Hercules Technology Growth Capital, Inc.
|
|
8-K
|
|
000-19672
|
|
4.1
|
|
12/22/2014
|
|
|
4.4
|
|
Form of Indenture, between the Registrant and Wilmington Trust, National Association.
|
|
S-3
|
|
333-198851
|
|
4.1
|
|
9/19/2014
|
|
|
4.5
|
|
Form of Warrant Agreement, by and between the Registrant and the American Stock Transfer and Trust Company, dated November 13, 2014, and Form of Warrant.
|
|
8-K
|
|
000-19672
|
|
4.1
|
|
11/13/2014
|
|
|
10.1+
|
|
Amended and Restated 1996 Stock Incentive Plan.
|
|
10-K
|
|
000-19672
|
|
10.21
|
|
6/27/2001
|
|
|
10.2+
|
|
Form of incentive stock option agreement under Amended and Restated 1996 Stock Incentive Plan.
|
|
10-K
|
|
000-19672
|
|
10.3
|
|
5/28/2009
|
|
|
10.3+
|
|
Form of non-statutory stock option agreement under Amended and Restated 1996 Stock Incentive Plan.
|
|
10-K
|
|
000-19672
|
|
10.4
|
|
5/28/2009
|
|
|
10.4+
|
|
Second Amended and Restated 1997 Director Stock Option Plan, as amended.
|
|
10-Q
|
|
000-19672
|
|
10.8
|
|
2/5/2009
|
|
|
10.5+
|
|
Form of Stock Option Agreement under Second Amended and Restated 1997 Director Stock Option Plan, as amended.
|
|
10-Q
|
|
000-19672
|
|
10.4
|
|
11/9/2004
|
|
|
10.6+
|
|
2004 Stock Incentive Plan, as amended.
|
|
10-Q
|
|
000-19672
|
|
10.9
|
|
2/5/2009
|
|
|
10.7+
|
|
Form of Incentive Stock Option Agreement under 2004 Stock Incentive Plan, as amended.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
11/9/2004
|
|
|
10.8+
|
|
Form of Non-statutory Stock Option Agreement under 2004 Stock Incentive Plan, as amended.
|
|
10-Q
|
|
000-19672
|
|
10.2
|
|
11/9/2004
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Filed/Furnished
Herewith
|
10.9+
|
|
Form of Restricted Stock Agreement under 2004
Stock Incentive Plan, as amended.
|
|
10-Q
|
|
000-19672
|
|
10.3
|
|
11/9/2004
|
|
|
10.10+
|
|
2007 Stock Incentive Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
8/2/2016
|
|
|
10.11+
|
|
Form of Incentive Stock Option Agreement under 2007 Stock Incentive Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.2
|
|
8/7/2007
|
|
|
10.12+
|
|
Form of Non-statutory Stock Option Agreement under 2007 Stock Option Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.3
|
|
8/7/2007
|
|
|
10.13+
|
|
Form of Restricted Stock Agreement Regarding Awards to Executive Officers under 2007 Stock Option Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.4
|
|
8/7/2007
|
|
|
10.14+
|
|
Form of Restricted Stock Agreement Regarding Awards to Employees, under 2007 Stock Option Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.5
|
|
8/7/2007
|
|
|
10.15+
|
|
Form of Restricted Stock Agreement (regarding performance-based awards to executive officers and employees) under 2007 Stock Incentive Plan, as amended.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
5/20/2008
|
|
|
10.16+
|
|
Amended and Restated 2007 Director Stock Plan.
|
|
8-K
|
|
000-19672
|
|
10.2
|
|
8/2/2016
|
|
|
10.17+
|
|
Form of Non-statutory Stock Option Agreement Under Amended and Restated 2007 Director Stock Plan.
|
|
8-K
|
|
000-19672
|
|
10.7
|
|
8/7/2007
|
|
|
10.18+
|
|
Executive Incentive Plan for the fiscal year ended March 31, 2016.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
8/5/2015
|
|
|
10.19+
|
|
Executive Incentive Plan for fiscal year ended March 31, 2017.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
8/9/2016
|
|
|
10.20
|
|
Form of Employee Nondisclosure and Developments Agreement.
|
|
S-1
|
|
333-43647
|
|
10.16
|
|
1/7/1991
|
|
|
10.21+
|
|
Amended and Restated Executive Severance Agreement, dated as of May 24, 2011, between the Registrant and Daniel P. McGahn.
|
|
8-K
|
|
000-19672
|
|
10.2
|
|
5/24/2011
|
|
|
10.22+
|
|
Amended and Restated Executive Severance Agreement, dated as of December 23, 2008, between the Registrant and David A. Henry.
|
|
10-Q
|
|
000-19672
|
|
10.2
|
|
2/5/2009
|
|
|
10.23+
|
|
Amended and Restated Executive Severance Agreement, dated as of September 20, 2013, between the Registrant and James F. Maguire.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
9/25/2013
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Filed/Furnished
Herewith
|
10.24+
|
|
Executive Severance Agreement, dated as of January 13, 2012, between the Registrant and John W. Kosiba.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
4/4/2017
|
|
|
10.25
|
|
Securities Purchase Agreement, dated as of April 4, 2012, by and between the Registrant and Capital Ventures International.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
4/4/2012
|
|
|
10.26
|
|
Registration Rights Agreement, dated as of April 4, 2012, by and between the Registrant and Capital Ventures International.
|
|
8-K
|
|
000-19672
|
|
10.2
|
|
4/4/2012
|
|
|
10.27
|
|
Amendment and Exchange Agreement, dated as of December 20, 2012, by and between the Registrant and Capital Ventures International.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
12/21/2012
|
|
|
10.28
|
|
Second Amendment and Warrant Exchange Agreement, dated as of October 9, 2013, by and between the Registrant and Capital Ventures International.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
10/9/2013
|
|
|
10.29
|
|
Exchange Agreement, dated as of March 2, 2014, by and between the Registrant and Capital Ventures International.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
3/3/2014
|
|
|
10.30
|
|
Loan and Security Agreement, by and between Registrant and Hercules Technology Growth Capital, Inc., dated as of June 5, 2012.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
6/6/2012
|
|
|
10.31
|
|
First Amendment to Loan and Security Agreement, by and between Registrant and Hercules Technology Growth Capital, Inc., dated as of November 15, 2013.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
11/18/2013
|
|
|
10.32
|
|
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.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
12/22/2014
|
|
|
10.33
|
|
Limited Waiver, dated as of June 11, 2013, between the Registrant and Hercules Technology Growth Capital, Inc.
|
|
10-K
|
|
000-19672
|
|
10.50
|
|
6/14/2013
|
|
|
10.34
|
|
Mortgage and Security Agreement, dated as of July 31, 2012, by and between ASC Devens LLC and Hercules Technology Growth Capital, Inc.
|
|
10-Q
|
|
000-19672
|
|
10.3
|
|
11/6/2012
|
|
|
10.35
|
|
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.
|
|
10-Q
|
|
000-19672
|
|
10.3
|
|
2/6/2014
|
|
|
10.36
|
|
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.
|
|
10-Q
|
|
000-19672
|
|
10.2
|
|
2/5/2015
|
|
|
10.37
|
|
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.
|
|
10-Q
|
|
000-19672
|
|
10.4
|
|
11/6/2012
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Filed/Furnished
Herewith
|
10.38†
|
|
Supply Contract, effective as of February 8, 2013, by and between the Registrant and Inox Wind Limited.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
2/14/2013
|
|
|
10.39†
|
|
Supply Contract, effective as of June 2, 2014, by and between the Registrant and Inox Wind Limited.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
6/5/2014
|
|
|
10.40†
|
|
Amendment No.1 to Supply Contract (dated June 2, 2014), by and between the Registrant and Inox Wind Limited, entered into by the Registrant on August 26, 2015.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
11/3/2015
|
|
|
10.41†
|
|
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-Q
|
|
000-19672
|
|
10.3
|
|
2/9/2016
|
|
|
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-K
|
|
000-19672
|
|
10.41
|
|
5/31/2016
|
|
|
10.43†
|
|
Supply Contract, effective as of August 15, 2014, by and between the Registrant and Inox Wind Limited.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
11/6/2014
|
|
|
10.44†
|
|
Amendment No.1 to Supply Contract (effective as of August 15, 2014), by and between the Registrant and Inox Wind Limited, entered into by the Registrant on February 25, 2015.
|
|
10-Q
|
|
000-19672
|
|
10.2
|
|
11/3/2015
|
|
|
10.45†
|
|
Amendment No.2 to Supply Contract (effective as of August 15, 2014), by and between the Registrant and Inox Wind Limited, entered into by the Registrant on August 26, 2015.
|
|
10-Q
|
|
000-19672
|
|
10.3
|
|
11/3/2015
|
|
|
10.46†
|
|
Amendment No.3 to Supply Contract (effective as of August 15, 2014), by and between the Registrant and Inox Wind Limited, entered into on November 19, 2015.
|
|
10-Q
|
|
000-19672
|
|
10.30
|
|
2/9/2016
|
|
|
10.47††
|
|
Amendment No.4 to Supply Contract (effective as of August 15, 2014), by and between the Registrant and Inox Wind Limited, entered into on February 18, 2016.
|
|
10-K
|
|
000-19672
|
|
10.46
|
|
5/31/2016
|
|
|
10.48†
|
|
Supply Contract, dated December 16, 2015, by and between the Registrant and Inox Wind Limited.
|
|
10-Q
|
|
000-19672
|
|
10.1
|
|
2/9/2016
|
|
|
10.49†
|
|
Technology License Agreement, dated December 16, 2015, by and among AMSC Austria GMBH, the Registrant and Inox Wind Limited.
|
|
10-Q
|
|
000-19672
|
|
10.2
|
|
2/9/2016
|
|
|
10.50††
|
|
License and Sublicense Agreement, dated March 4, 2016, by and between the Registrant and BASF Corporation.
|
|
10-K
|
|
000-19672
|
|
10.49
|
|
5/31/2016
|
|
|
10.51††
|
|
Disclosure Letter, dated March 4, 2016, by and between the Registrant and BASF Corporation.
|
|
10-K
|
|
000-19672
|
|
10.50
|
|
5/31/2016
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Filed/Furnished
Herewith
|
10.52††
|
|
Joint Development Agreement, dated March 4, 2016, by and between the Registrant and BASF Corporation.
|
|
10-K
|
|
000-19672
|
|
10.51
|
|
5/31/2016
|
|
|
10.52
|
|
At Market Issuance Sales Agreement, by and between the Registrant and FBR Capital Markets & Co.
|
|
8-K
|
|
000-19672
|
|
10.1
|
|
1/27/17
|
|
|
21.1
|
|
Subsidiaries.
|
|
|
|
|
|
|
|
|
|
*
|
23.1
|
|
Consent of RSM US LLP
|
|
|
|
|
|
|
|
|
|
*
|
31.1
|
|
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.
|
|
|
|
|
|
|
|
|
|
*
|
31.2
|
|
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.
|
|
|
|
|
|
|
|
|
|
*
|
32.1
|
|
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.
|
|
|
|
|
|
|
|
|
|
**
|
32.2
|
|
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.
|
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