American Superconductor Corp 10-K, filed Jun 1, 2022

American Superconductor Corp (AMSC)

10-K 2022-06-01 For: 2022-03-31

Added on April 11, 2026

About this 10-K

American Superconductor Corp filed this 10-K on June 1, 2022, covering the fiscal year ended March 31, 2022.

Headline figures

Fiscal year ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $108.44M; up 24.5% from $87.13M a year earlier
Net loss: $19.19M; compared with a net loss of $22.68M a year earlier
Diluted EPS: -$0.71; compared with -$0.95 a year earlier

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Delaware	04-2959321
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

114 East Main Street Ayer, Massachusetts	01432
(Address of Principal Executive Offices)	(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

Item		Page
PART I
1.	Business	5

1A.	Risk Factors	12

1B.	Unresolved Staff Comments	20

2.	Properties	21

3.	Legal Proceedings	21

4.	Mine Safety Disclosures	21
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22

6.	[Reserved]	23

7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

7A.	Quantitative and Qualitative Disclosures About Market Risk	34

8.	Financial Statements and Supplementary Data	35

9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	66

9A.	Controls and Procedures	66

9B.	Other Information	66

9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	67

PART III
10.	Directors, Executive Officers and Corporate Governance	67

11.	Executive Compensation	67

12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	67

13.	Certain Relationships and Related Transactions and Director Independence	67

14.	Principal Accountant Fees and Services	67
PART IV
15.	Exhibits and Financial Statement Schedules	68

16.	Form 10-K Summary	69

Name	Age	Position
Daniel P. McGahn	50	President, Chief Executive Officer and Chairman
John W. Kosiba, Jr.	49	Senior Vice President, Chief Financial Officer and Treasurer

Location	Supporting	Square footage		Owned/Leased
United States
Ayer, Massachusetts	Corporate & Grid Segment		88,000	Leased
Westminster, Massachusetts	Grid Segment		77,500	Leased
Queensbury, New York	Grid Segment		35,000	Owned
New Milford, Connecticut	Grid Segment		85,000	Owned

	Fiscal year ended March 31,
Company/Index	2017		2018		2019		2020		2021		2022
American Superconductor Corporation		100.00		84.84		187.46		79.88		276.38		110.93
Nasdaq Composite Index		100.00		120.76		133.60		134.52		233.26		252.05
Nasdaq Electrical Components & Equipment Index		100.00		111.71		110.99		92.04		171.00		170.22

	Fiscal Years Ended March 31,
	2022		2021
Revenues:
Grid	$	98,876	$	70,528
Wind		9,559		16,597
Total	$	108,435	$	87,125

	Year ended March 31,
	2022			2021
Net loss	$	(19,193	)	$	(22,678	)
Stock-based compensation		4,661			3,485
Amortization of acquisition-related intangibles		2,623			1,697
Acquisition costs		681			313
Change in fair value of contingent consideration		(5,850	)		3,060
Non-GAAP net loss		(17,078	)		(14,123	)

Non-GAAP net loss per share	$	(0.63	)	$	(0.59	)
Weighted average shares outstanding - basic and diluted		27,203			23,879

	March 31, 2022		March 31, 2021
Cash and cash equivalents	$	40,584	$	67,814
Marketable securities		-		5,140
Restricted cash		8,902		7,725
Total cash, cash equivalents, marketable securities and restricted cash	$	49,486	$	80,679

	●	We evaluated the reasonableness of management's selection of comparable entities with similar operations and economic characteristics.
	●	With the assistance of our valuation specialists, we evaluated the reasonableness of the Company's valuation methodology and significant assumptions by:

	*March 31,*			*March 31,*
	*2022*			*2021*
ASSETS
Current assets:
Cash and cash equivalents	$	40,584		$	67,814
Marketable securities		—			5,140
Accounts receivable		20,280			13,267
Inventory		23,666			13,306
Prepaid expenses and other current assets		7,052			3,546
Restricted cash		2,754			2,157
Total current assets		94,336			105,230

Property, plant and equipment, net		13,656			8,997
Intangibles, net		11,311			9,153
Right-of-use asset		3,502			3,747
Goodwill		43,471			34,634
Restricted cash		6,148			5,568
Deferred tax assets		1,224			1,223
Other assets		239			314
Total assets	$	173,887		$	168,866


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	29,140		$	19,810
Lease liability, current portion		740			612
Debt, current portion		72			—
Contingent consideration		1,200			7,050
Deferred revenue, current portion		22,812			13,266
Total current liabilities		53,964			40,738

Deferred revenue, long term portion		7,222			7,991
Lease liability, long term portion		2,900			3,246
Deferred tax liabilities		297			274
Debt, long-term portion		90			—
Other liabilities		25			25
Total liabilities		64,498			52,274

Commitments and contingencies (Note 17)

Stockholders' equity:
Common stock, $0.01 par value, 75,000,000 shares authorized; 28,919,990 and 27,988,536 shares issued and 28,522,359 and 27,593,400 shares outstanding at March 31, 2022 and 2021, respectively		289			280
Additional paid-in capital		1,133,536			1,121,495
Treasury stock, at cost, 397,631 and 395,136 shares at March 31, 2022 and 2021, respectively		(3,639	)		(3,593	)
Accumulated other comprehensive loss		(291	)		(277	)
Accumulated deficit		(1,020,506	)		(1,001,313	)
Total stockholders' equity		109,389			116,592
Total liabilities and stockholders' equity	$	173,887		$	168,866

	*Fiscal Year Ended March 31,*
	*2022*			*2021*
Revenues	$	108,435		$	87,125
Cost of revenues		94,943			69,671
Gross profit		13,492			17,454

Operating expenses:
Research and development		10,470			11,015
Selling, general and administrative		27,494			25,322
Amortization of acquisition related intangibles		2,467			1,222
Change in fair value on contingent consideration		(5,850	)		3,060
Total operating expenses		34,581			40,619

Operating loss		(21,089	)		(23,165	)

Interest income, net		75			426
Other expense, net		(28	)		(771	)

Loss before income tax expense		(21,042	)		(23,510	)
Income tax benefit		(1,849	)		(832	)
Net loss	$	(19,193	)	$	(22,678	)

Net loss per common share
Basic	$	(0.71	)	$	(0.95	)
Diluted	$	(0.71	)	$	(0.95	)

Weighted average number of common shares outstanding
Basic		27,203			23,879
Diluted		27,203			23,879

	*Common Stock*				*Additional*						*Accumulated Other*						*Total*
	*Number of Shares*		*Par Value*		*Paid-in Capital*			*Treasury Stock*			*Comprehensive Income (Loss)*			*Accumulated Deficit*			*Stockholders' Equity*
Balance at March 31, 2020		22,902	$	229	$	1,053,507		$	(2,666	)	$	(216	)	$	(978,635	)	$	72,219
Exercise of stock options		3		—	$	63			—			—			—		$	63
Issuance of common stock - ESPP		15		—		215			—			—			—			215
Issuance of common stock - restricted shares		494		5		(5	)		—			—			—			—
Stock-based compensation expense		—		—		3,485			—			—			—			3,485
Issuance of stock for 401(k) match		30		—		366			—			—			—			366
Issuance of common stock - equity offering		3,670		37		51,440			—			—			—			51,477
Issuance of common stock - NEPSI acquisition		874		9		12,424			—			—			—			12,433
Repurchase of treasury stock		—		—		—			(927	)		—			—			(927	)
Cumulative translation adjustment		—		—		—			—			(61	)		—			(61	)
Net loss		—		—		—			—			—			(22,678	)		(22,678	)
Balance at March 31, 2021		27,988	$	280	$	1,121,495		$	(3,593	)	$	(277	)	$	(1,001,313	)	$	116,592
Issuance of common stock - ESPP		28		—		241			—			—			—			241
Issuance of common stock - Bonus payments		158		2		2,278			—			—			—			2,280
Issuance of common stock - restricted shares		404		4		(4	)		—			—			—			—
Stock-based compensation expense		—		—		4,661			—			—			—			4,661
Issuance of stock for 401(k) match		40		—		481			—			—			—			481
Issuance of common stock - Neeltran acquisition		302		3		4,384			—			—			—			4,387
Repurchase of treasury stock		—		—		—			(46	)		—			—			(46	)
Cumulative translation adjustment		—		—		—			—			(14	)		—			(14	)
Net loss		—		—		—			—			—			(19,193	)		(19,193	)
Balance at March 31, 2022		28,920	$	289	$	1,133,536		$	(3,639	)	$	(291	)	$	(1,020,506	)	$	109,389

Asset Classification		*Estimated Useful Life in Years*
Machinery and equipment		3-10
Furniture and fixtures		3-5
Leasehold improvements		Shorter of the estimated useful life or the remaining lease term

Cash payment	$	4.4
Issuance of 301,556 shares of Company's common stock		4.4
Debt payment to third party lenders on behalf of sellers		7.6
Total consideration	$	16.4

Cash and short-term investments	$	0.5
Net working capital (excluding inventory and deferred revenue)		(0.9	)
Inventory		9.0
Property, plant and equipment		6.5
Deferred revenue		(10.0	)
Deferred tax liability		(2.3	)
Net tangible assets/(liabilities)		2.8

Backlog		0.1
Trade names and trademarks		1.2
Customer relationships		3.5
Net identifiable intangible assets/(liabilities)		4.8

Goodwill		8.8

Total purchase consideration	$	16.4

Cash payment	$	26.0
Issuance of 873,657 shares of Company’s common stock		12.4
Contingent consideration		4.0
Total consideration	$	42.4

	*Twelve Months Ended March 31,*
	*2022*			*2021*
Revenues	$	111,265		$	113,778
Operating loss		(20,475	)		(31,115	)
Net loss	$	(21,218	)	$	(27,118	)

Net loss per common share
Basic	$	(0.78	)	$	(1.10	)
Diluted	$	(0.78	)	$	(1.10	)
Shares - basic		27,234			24,621
Shares - diluted		27,234			24,621

	*Year Ended March 31, 2022*
Product Line:	*Grid*		*Wind*
Equipment and systems	$	91,704	$	6,169
Services and technology development		7,172		3,390
Total	$	98,876	$	9,559

Region:
Americas	$	73,955	$	145
Asia Pacific		19,397		9,346
EMEA		5,524		68
Total	$	98,876	$	9,559

	*Year Ended March 31, 2021*
Product Line:	*Grid*		*Wind*
Equipment and systems	$	65,930	$	14,362
Services and technology development		4,598		2,235
Total	$	70,528	$	16,597

Region:
Americas	$	54,168	$	87
Asia Pacific		11,326		16,207
EMEA		5,034		303
Total	$	70,528	$	16,597

	*Unbilled AR*			*Deferred Program Costs*			*Contract Liabilities*
Beginning balance as of March 31, 2021	$	5,765		$	977		$	21,257
Increases for balances acquired		—			634			10,048
Increases for costs incurred to fulfill performance obligations		—			4,814			—
Increase (decrease) due to customer billings		(16,125	)		—			68,895
Decrease due to cost recognition on completed performance obligations		—			(5,551	)		—
Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations		16,852			—			(70,141	)
Other changes and FX impact		—			(16	)		(25	)
Ending balance as of March 31, 2022	$	6,492		$	858		$	30,034

		*Year Ended*
	*Reportable*	*March 31,*
	*Segment*	*2022*		*2021*
EPC Services Company	Grid		<10%	13%
Fuji Bridex Pte Ltd	Grid		14%	<10%

	*Goodwill*
March 31, 2020	$	1,719
NEPSI Acquisition		32,915
March 31, 2021	$	34,634
Neeltran Acquisition		8,837
March 31, 2022	$	43,471

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, 2022:
Assets:
Cash equivalents	$	17,641	$	17,641	$	—	$	—
Marketable securities	$	—	$	—	$	—	$	—
Derivative liabilities:
Contingent Consideration	$	1,200	$	—	$	—	$	1,200

	*Acquisition Contingent Consideration*
Balance at April 1, 2020	$	-
Issuance of contingent consideration		3,990
Change in fair value		3,060
Balance at March 31, 2021	$	7,050
Change in fair value		(5,850	)
Balance at March 31, 2022	$	1,200

	*March 31, 2022*		*March 31, 2021*
Accounts receivable (billed)	$	13,788	$	7,502
Accounts receivable (unbilled)		6,492		5,765
Accounts receivable	$	20,280	$	13,267

	*March 31, 2022*		*March 31, 2021*
Raw materials	$	11,020	$	8,255
Work-in-process		10,462		3,297
Finished goods		1,326		777
Deferred program costs		858		977
Inventory	$	23,666	$	13,306

	*March 31, 2022*			*March 31, 2021*
Land	$	980		$	270
Construction in progress - equipment		573			220
Buildings		5,270			1,630
Equipment and software		43,668			41,652
Finance lease - right of use asset		8			—
Furniture and fixtures		1,379			1,333
Leasehold improvements		6,634			6,308
Property, plant and equipment, gross		58,512			51,413
Less accumulated depreciation		(44,856	)		(42,416	)
Property, plant and equipment, net	$	13,656		$	8,997

	*2022*							*2021*
	*Gross Amount*		*Accumulated Amortization*			*Net Book Value*		*Gross Amount*		*Accumulated Amortization*			*Net Book Value*		*Estimated Useful Life*
Licenses	$	3,610	$	(3,610	)	$	—	$	3,610	$	(3,610	)	$	—	7
Backlog		681		(631	)		50		600		(475	)		125	2
Trade names and trademarks		1,800		-			1,800		600		-			600	Indefinite
Customer relationships		9,600		(2,723	)		6,877		6,100		(739	)		5,361	7
Core technology and know-how		5,970		(3,386	)		2,584		5,970		(2,903	)		3,067	5-10
Intangible assets	$	21,661	$	(10,350	)	$	11,311	$	16,880	$	(7,727	)	$	9,153

Fiscal years ending March 31,	*Total*
2023	$	2,803
2024		2,152
2025		1,648
2026		1,221
2027		1,085
Thereafter		602
Total	$	9,511

	*March 31, 2022*		*March 31, 2021*
Accounts payable	$	13,192	$	5,353
Accrued inventories in-transit		2,212		1,460
Accrued other miscellaneous expenses		3,602		2,369
Advanced deposits		3,021		1,035
Accrued compensation		4,642		7,018
Income taxes payable		405		522
Accrued product warranty		2,066		2,053
Total	$	29,140	$	19,810

	*Fiscal Years Ended March 31,*
	*2022*			*2021*
Balance at beginning of period	$	2,053		$	2,015
Acquired Warranty Obligation		248			147
Change in accruals for warranties during the period		618			643
Settlements during the period		(853	)		(752	)
Balance at end of period	$	2,066		$	2,053

Fiscal Year 2021	March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021
Revenue risk premium		6.50	%		6.60	%		6.60	%		6.60	%
Revenue volatility		33	%		33	%		30	%		30	%
Stock Price	$	7.61		$	10.88		$	14.58		$	17.39
Payment delay (days)		80			80			80			80
Fair value (millions)	$	1.2		$	2.6		$	4.7		$	7.2

Fiscal Year 2020	March 31, 2021			December 31, 2020			October 1, 2020
Revenue risk premium		6.70	%		6.90	%		7.10	%
Revenue volatility		30	%		30	%		30	%
Stock Price	$	18.96		$	23.42		$	14.23
Payment delay (days)		80			80			-
Fair value (millions)	$	7.1		$	6.7		$	4.0