e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended: September 30, 2011
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o |
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Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number: 0-19672
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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(I.R.S. Employer
Identification No.) |
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64 Jackson Road, Devens, Massachusetts
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01434 |
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(Address of principal executive offices)
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(Zip Code) |
(978) 842-3000
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ
Shares outstanding of the Registrants common stock:
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Common Stock, par value $0.01 per share
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51,421,143 |
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Class
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Outstanding as of November 1, 2011 |
AMERICAN SUPERCONDUCTOR CORPORATION
INDEX
2
AMERICAN SUPERCONDUCTOR CORPORATION
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
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September 30, |
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March 31, |
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2011 |
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2011 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
93,511 |
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$ |
123,783 |
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Marketable securities |
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5,378 |
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116,126 |
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Accounts receivable, net |
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18,150 |
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15,259 |
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Inventory |
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31,284 |
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25,828 |
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Prepaid expenses and other current assets |
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44,982 |
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32,759 |
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Restricted cash |
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8,261 |
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5,566 |
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Deferred tax assets |
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484 |
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484 |
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Total current assets |
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202,050 |
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319,805 |
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Property, plant and equipment, net |
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97,509 |
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96,494 |
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Intangibles, net |
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6,391 |
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7,054 |
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Restricted cash |
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1,113 |
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Deferred tax assets |
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5,840 |
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5,840 |
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Other assets |
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12,825 |
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12,016 |
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Total assets |
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$ |
325,728 |
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$ |
441,209 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
59,609 |
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$ |
90,273 |
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Adverse purchase commitments |
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34,456 |
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38,763 |
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Deferred revenue |
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14,196 |
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10,304 |
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Deferred tax liabilities |
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5,840 |
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5,840 |
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Total current liabilities |
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114,101 |
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145,180 |
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Deferred revenue |
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1,904 |
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2,181 |
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Deferred tax liabilities |
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484 |
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484 |
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Other |
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1,012 |
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509 |
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Total liabilities |
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117,501 |
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148,354 |
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Commitments and contingencies (Note 10) |
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Stockholders equity: |
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Common stock |
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515 |
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507 |
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Additional paid-in capital |
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891,845 |
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885,704 |
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Treasury stock |
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(271 |
) |
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Accumulated other comprehensive income |
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2,699 |
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3,817 |
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Accumulated deficit |
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(686,561 |
) |
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(597,173 |
) |
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Total stockholders equity |
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208,227 |
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292,855 |
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Total liabilities and stockholders equity |
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$ |
325,728 |
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$ |
441,209 |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
AMERICAN SUPERCONDUCTOR CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
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Three months ended |
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Six months ended |
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September 30 |
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September 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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Revenues |
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$ |
20,800 |
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$ |
98,073 |
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$ |
29,858 |
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$ |
195,283 |
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Cost and operating expenses: |
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Cost of revenues |
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21,937 |
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59,416 |
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38,892 |
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117,640 |
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Research and development |
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7,276 |
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7,857 |
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15,411 |
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15,192 |
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Selling, general and administrative |
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17,560 |
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17,346 |
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39,550 |
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32,529 |
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Write-off of advance payment |
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20,551 |
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20,551 |
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Amortization of acquisition
related intangibles |
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300 |
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374 |
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604 |
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762 |
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Restructuring and impairments |
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4,301 |
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4,301 |
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Total cost and operating expenses |
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71,925 |
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84,993 |
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119,309 |
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166,123 |
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Operating (loss) income |
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(51,125 |
) |
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13,080 |
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(89,451 |
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29,160 |
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Interest income, net |
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2 |
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191 |
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243 |
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367 |
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Other income, net |
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355 |
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2,448 |
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920 |
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2,618 |
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Income (loss) before income tax
expense |
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(50,768 |
) |
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15,719 |
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(88,288 |
) |
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32,145 |
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Income tax expense |
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941 |
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7,880 |
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1,100 |
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15,137 |
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Net (loss) income |
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$ |
(51,709 |
) |
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$ |
7,839 |
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$ |
(89,388 |
) |
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$ |
17,008 |
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Net (loss) income per common share |
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Basic |
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$ |
(1.02 |
) |
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$ |
0.17 |
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$ |
(1.76 |
) |
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$ |
0.37 |
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Diluted |
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$ |
(1.02 |
) |
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$ |
0.17 |
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$ |
(1.76 |
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$ |
0.37 |
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Weighted average number of common
shares outstanding |
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Basic |
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50,876 |
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45,482 |
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50,716 |
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45,363 |
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Diluted |
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50,876 |
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46,217 |
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50,716 |
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46,099 |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
AMERICAN SUPERCONDUCTOR CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
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Three months ended |
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Six months ended |
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September 30, |
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September 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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Net (loss) income |
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$ |
(51,709 |
) |
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$ |
7,839 |
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$ |
(89,388 |
) |
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$ |
17,008 |
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Other comprehensive (loss) income, net of tax: |
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Foreign currency translation (losses) gains |
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(2,242 |
) |
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16,506 |
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(1,107 |
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4,171 |
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Unrealized gains on cash flow hedges |
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1,463 |
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1,319 |
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Unrealized losses on investments |
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(20 |
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(33 |
) |
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(11 |
) |
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(55 |
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Total other comprehensive (loss) income, net of tax |
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(2,262 |
) |
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17,936 |
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(1,118 |
) |
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5,435 |
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Comprehensive (loss) income |
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$ |
(53,971 |
) |
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$ |
25,775 |
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$ |
(90,506 |
) |
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$ |
22,443 |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5
AMERICAN SUPERCONDUCTOR CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
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Six months ended September 30, |
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2011 |
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2010 |
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Cash flows from operating activities: |
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Net (loss) income |
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$ |
(89,388 |
) |
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$ |
17,008 |
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Adjustments to reconcile net (loss) income to net cash used in operations: |
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Depreciation and amortization |
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6,670 |
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5,428 |
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Stock-based compensation expense |
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5,579 |
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8,006 |
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Provision for excess and obsolete inventory |
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1,503 |
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|
580 |
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Adverse purchase commitment losses, net |
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167 |
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Allowance for doubtful accounts |
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(4 |
) |
Write-off of advance payment |
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20,551 |
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Write-off of prepaid value added taxes |
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|
431 |
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Restructuring charges |
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2,174 |
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Impairment of long-lived assets |
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|
918 |
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Deferred income taxes |
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(793 |
) |
Other non-cash items |
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|
1,792 |
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|
1,107 |
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Changes in operating asset and liability accounts: |
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Accounts receivable |
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(3,709 |
) |
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(32,504 |
) |
Inventory |
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(6,800 |
) |
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(10,348 |
) |
Prepaid expenses and other current assets |
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(12,529 |
) |
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|
(6,620 |
) |
Accounts payable and accrued expenses |
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(37,633 |
) |
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|
8,011 |
|
Deferred revenue |
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|
3,809 |
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|
7,820 |
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Net cash used in operating activities |
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(106,896 |
) |
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(1,878 |
) |
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Cash flows from investing activities: |
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Purchase of property, plant and equipment |
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(7,303 |
) |
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(17,950 |
) |
Purchase of marketable securities |
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(25,283 |
) |
Proceeds from maturities of marketable securities |
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|
111,070 |
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|
15,482 |
|
Change in restricted cash |
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|
(3,781 |
) |
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|
253 |
|
Purchase of intangible assets |
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|
(768 |
) |
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|
(1,615 |
) |
Purchase of minority investments |
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|
(1,800 |
) |
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|
(8,000 |
) |
Advance payment for previously planned acquisition |
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|
(20,551 |
) |
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|
Change in other assets |
|
|
(639 |
) |
|
|
(182 |
) |
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Net cash provided by (used in) investing activities |
|
|
76,228 |
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|
(37,295 |
) |
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Cash flows from financing activities: |
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|
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|
Payments in lieu of issuance of common stock for payroll taxes |
|
|
(271 |
) |
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|
Proceeds from exercise of employee stock options and ESPP |
|
|
150 |
|
|
|
1,574 |
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(121 |
) |
|
|
1,574 |
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|
|
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|
Effect of exchange rate changes on cash and cash equivalents |
|
|
517 |
|
|
|
2,620 |
|
|
|
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|
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|
Net decrease in cash and cash equivalents |
|
|
(30,272 |
) |
|
|
(34,979 |
) |
Cash and cash equivalents at beginning of period |
|
|
123,783 |
|
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|
87,594 |
|
|
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Cash and cash equivalents at end of period |
|
$ |
93,511 |
|
|
$ |
52,615 |
|
|
|
|
|
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|
Supplemental schedule of cash flow information: |
|
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Cash paid for income taxes |
|
|
18,147 |
|
|
$ |
10,003 |
|
Non-cash contingent consideration in connection with acquisitions |
|
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|
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|
6,925 |
|
Non-cash issuance of common stock |
|
|
421 |
|
|
|
419 |
|
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
6
AMERICAN SUPERCONDUCTOR CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Description of the Business and Basis of Presentation
American Superconductor Corporation (AMSC or the Company) was founded on April 9, 1987.
The Company is a leading provider of megawatt-scale solutions that lower the cost of wind power and
enhance the performance of the power grid. In the wind power market, the Company enables
manufacturers to field wind turbines through its advanced engineering, support services and power
electronics products. In the power grid market, the Company enables electric utilities and
renewable energy project developers to connect, transmit and distribute power through its
transmission planning services and power electronics and superconductor based products. The
Companys wind and power grid products and services provide exceptional reliability, security,
efficiency and affordability to its customers.
These unaudited condensed consolidated financial statements of the Company have been prepared
in accordance with the Securities and Exchange Commissions (SEC) instructions to Form 10-Q.
Certain information and footnote disclosures normally included in the financial statements prepared
in accordance with accounting principles generally accepted in the United States (GAAP) have been
condensed or omitted pursuant to those instructions. The year-end condensed balance sheet data was
derived from audited financial statements but does not include all disclosures required by GAAP.
The unaudited condensed consolidated financial statements, in the opinion of management, reflect
all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the
results for the interim periods ended September 30, 2011 and 2010 and the financial position at
September 30, 2011. The unaudited condensed consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. All significant intercompany balances and
transactions are eliminated in consolidation. Certain reclassifications of prior year amounts have
been made to conform to current year presentation. These reclassifications had no effect on net
income, cash flows from operating activities or stockholders equity.
The Company operates its business in two market-facing business units: Wind and Grid. The
Company believes this market-centric structure enables it to effectively anticipate and meet the
needs of wind turbine manufacturers, power generation project developers and electric utilities.
|
|
|
Wind. Through its Windtec Solutions, the Wind business segment enables
manufacturers to field wind turbines with exceptional power output, reliability and
affordability. The Company licenses its highly engineered wind turbine designs,
provides extensive customer support services and supplies advanced power electronics
and control systems to wind turbine manufactures. The Companys design portfolio
includes a broad range of drive trains and power ratings up to 10 megawatts. The
Company believes its unique engineering capabilities, ranging from bearings to
advanced synchronous generators to blades, enables it to provide its partners with
highly-optimized wind turbine platforms. Furthermore, these designs and support
services typically lead to sales of its power electronics and software-based control
systems, which are designed for optimized performance, efficiency and grid
compatibility. |
|
|
|
|
Grid. Through its Gridtec Solutions, the Grid business segment enables electric
utilities and renewable energy project developers to connect, transmit and distribute
power with exceptional efficiency, reliability and affordability. The Company
provides transmission planning services that allows it to identify power grid
congestion, poor power quality and other risks, which helps it determine how its
solutions can improve network performance. These services often lead to sales of
grid interconnection solutions for wind farms and solar power plants, power quality
systems and transmission and distribution cable systems. |
On March 12, 2011, the Company entered into a Share Purchase Agreement, by and among the
Company and the shareholders of The Switch Engineering Oy, a power technologies company
headquartered in Finland (The Switch), which was amended on June 29, 2011 (as amended, the
Agreement). Pursuant to the Agreement, the Company agreed to acquire all of the outstanding
shares of The Switch. On October 28, 2011, the Company and The Switch entered into a termination
agreement pursuant to which the parties mutually agreed to terminate the Agreement due to adverse
market conditions for a financing required to fund the acquisition. Under the termination
agreement, The Switch retained a $20.6 million advance payment as a break-up fee. As a result, the
Company recorded a write-off of the advance payment during the three months ended September 30,
2011.
At September 30, 2011, the Company had cash, cash equivalents, marketable securities and
restricted cash of $108.3 million. The Companys business plan anticipates a substantial decline in
revenues and a substantial use of cash from operations in its fiscal year ending March 31, 2012,
particularly in light of the difficult and uncertain current economic
7
environment, particularly in China, the significant restructuring actions undertaken and the slowdown in the Chinese wind
power market, which has accounted for more than two-thirds of the Companys revenues in recent
fiscal years. The Companys plan includes a significant restructuring undertaken in August 2011,
resulting in the elimination of approximately 150 positions worldwide. Since April 1, 2011, the
Company has eliminated approximately 30% of its workforce and it expects to reduce annualized
expenses by $30 million annually as a result of these reductions. The Company plans to continue to
closely monitor its expenses and if required, will further reduce operating costs and capital
spending to enhance liquidity. The Company believes that its available cash, together with
additional reductions in operating costs and capital expenditures as necessary will be sufficient
to fund its operations, capital expenditures and other cash requirements for at least the next
twelve months. The Companys long-term liquidity is dependent on its ability to profitably grow its
revenues or raise additional capital as required. If necessary, the Company may seek financing
through public or private equity offerings, debt financings, or other financing alternatives.
However, there can be no assurance that financing will be available on acceptable terms or at all.
The results of operations for an interim period are not necessarily indicative of the results
of operations to be expected for the fiscal year. These unaudited condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial statements for the
fiscal year ended March 31, 2011 (fiscal 2010) which are contained in the Companys Annual Report
on Form 10-K.
The Companys fiscal year begins on April 1 and ends on March 31. This document refers to
fiscal 2011, which is defined as the period beginning on April 1, 2011 and concluding on March 31,
2012. The second quarter of fiscal 2011 began on July 1, 2011 and concluded on September 30, 2011.
2. Stock-Based Compensation
The Company accounts for its stock-based compensation at fair value. The following table
summarizes stock-based compensation expense by financial statement line item for the three months
ended September 30, 2011 and 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Cost of revenues |
|
$ |
440 |
|
|
$ |
452 |
|
|
$ |
769 |
|
|
$ |
835 |
|
Research and development |
|
|
665 |
|
|
|
690 |
|
|
|
1,325 |
|
|
|
1,159 |
|
Selling, general and administrative |
|
|
1,008 |
|
|
|
3,286 |
|
|
|
3,485 |
|
|
|
6,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,113 |
|
|
$ |
4,428 |
|
|
$ |
5,579 |
|
|
$ |
8,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the six months ended September 30, 2011, the Company granted approximately 785,000
and 387,000 shares of stock options and restricted stock, respectively, to employees under the 2007
Stock Incentive Plan. The restricted stock granted during the six months ended September 30, 2011
includes approximately 100,000 shares of performance-based restricted stock, which will vest upon
achievement of certain financial performance measurements. The Company recognizes the fair value of
the performance based awards over the estimated period of each award for which the achievement of
the performance measures are probable to occur. The remaining shares granted vest upon the passage
of time, generally three years. For awards that vest upon the passage of time, expense is being
recorded over the vesting period.
The estimated fair value of the Companys stock-based awards, less expected annual
forfeitures, is amortized over the awards service period. The total unrecognized compensation cost
for unvested outstanding stock options was $9.5 million as of September 30, 2011. This expense will
be recognized over a weighted average expense period of approximately 2.4 years. The total
unrecognized compensation cost for unvested outstanding restricted stock was $5.2 million as of
September 30, 2011. This expense will be recognized over a weighted average expense period of
approximately 1.9 years.
8
The weighted-average assumptions used in the Black-Scholes valuation model for stock
options granted during the three and six months ended September 30, 2011 and 2010 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Expected volatility |
|
|
77.6 |
% |
|
|
61.5 |
% |
|
|
69.3 |
% |
|
|
65.6 |
% |
Risk-free interest rate |
|
|
1.2 |
% |
|
|
1.6 |
% |
|
|
1.8 |
% |
|
|
2.1 |
% |
Expected life (years) |
|
|
5.9 |
|
|
|
6.2 |
|
|
|
5.9 |
|
|
|
6.2 |
|
Dividend yield |
|
None |
|
None |
|
None |
|
None |
The expected volatility rate was estimated based on an equal weighting of the historical
volatility of the Companys common stock and the implied volatility of the Companys traded
options. The expected term was estimated based on an analysis of the Companys historical
experience of exercise, cancellation, and expiration patterns. The risk-free interest rate is based
on the average of the five and seven year U.S. Treasury rates.
In conjunction with the departure of certain former executive officers, the Company agreed to
modify certain vested awards by extending the period over which each former officer would be
entitled to exercise stock options and accelerated the vesting of certain other outstanding awards.
Accordingly, the Company recorded stock-based compensation expense related to these modifications
of $0.3 million and $0.9 million in the three and six months ended September 30, 2011,
respectively.
3. Computation of Net (Loss) Income per Common Share
Basic net (loss) income per share (EPS) is computed by dividing net (loss) income by the
weighted-average number of common shares outstanding for the period. Where applicable, diluted EPS
is computed by dividing the net (loss) income by the weighted-average number of common shares and
dilutive common equivalent shares outstanding during the period, calculated using the treasury
stock method. Common equivalent shares include the effect of restricted stock, exercise of stock
options and warrants and contingently issuable shares. For the three and six months ended
September 30, 2011 and 2010, common equivalent shares of 2.6 million shares and 1.3 million shares,
respectively, and 2.6 million shares and 0.9 million shares, respectively, were not included in the
calculation of diluted EPS as they were considered anti-dilutive.
The following table reconciles the numerators and denominators of the earnings per share
calculation for the three and six months ended September 30, 2011 and 2010 (in thousands, except
per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(51,709 |
) |
|
$ |
7,839 |
|
|
$ |
(89,388 |
) |
|
$ |
17,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares of common stock outstanding |
|
|
51,232 |
|
|
|
45,694 |
|
|
|
51,090 |
|
|
|
45,597 |
|
Weighted-average shares subject to repurchase |
|
|
(356 |
) |
|
|
(212 |
) |
|
|
(374 |
) |
|
|
(234 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in per-share calculation basic |
|
|
50,876 |
|
|
|
45,482 |
|
|
|
50,716 |
|
|
|
45,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of employee equity incentive plans |
|
|
|
|
|
|
735 |
|
|
|
|
|
|
|
736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in per-share calculation diluted |
|
|
50,876 |
|
|
|
46,217 |
|
|
|
50,716 |
|
|
|
46,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share basic |
|
$ |
(1.02 |
) |
|
$ |
0.17 |
|
|
$ |
(1.76 |
) |
|
$ |
0.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share diluted |
|
$ |
(1.02 |
) |
|
$ |
0.17 |
|
|
$ |
(1.76 |
) |
|
$ |
0.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
4. Fair Value Measurements
In January 2010, the Financial Accounting Standards Board (FASB) issued guidance
related to disclosures of fair value measurements. The guidance requires gross presentation of
activity within the Level 3 measurement roll-forward and details of transfers in and out of Level 1
and 2 measurements. It also clarifies two existing disclosure requirements on the level of
disaggregation of fair value measurements and disclosures on inputs and valuation techniques. A
change in the hierarchy of an investment from its current level will be reflected in the period
during which the pricing methodology of such investment changes. Disclosure of the transfer of
securities from Level 1 to Level 2 or Level 3 will be made in the event that the related security
is significant to total cash and investments. The Company did not have any transfers of assets and
liabilities between Level 1 and Level 2 of the fair value measurement hierarchy during the three
months ended September 30, 2011.
A valuation hierarchy for disclosure of the inputs to valuation used to measure fair value has
been established. This hierarchy prioritizes the inputs into three broad levels as follows:
|
|
|
Level 1 -
|
|
Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the
ability to access at the measurement date. |
|
|
|
Level 2 -
|
|
Inputs include quoted prices for similar assets and
liabilities in active markets, quoted prices for identical
or similar assets or liabilities in markets that are not
active, inputs other than quoted prices that are observable
for the asset or liability, and inputs that are derived
principally from or corroborated by observable market data
by correlation or other means (market corroborated inputs). |
|
|
|
Level 3 -
|
|
Unobservable inputs that reflect the Companys 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. |
A financial assets or liabilitys classification within the hierarchy is determined based on
the lowest level input that is significant to the fair value measurement.
The following table provides the assets carried at fair value, measured as of September 30,
2011 and March 31, 2011 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Quoted Prices in |
|
|
Using Significant Other |
|
|
Using Significant |
|
|
|
Carrying |
|
|
Active Markets |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
|
|
Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
September 30, 2011: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ |
58,360 |
|
|
$ |
58,360 |
|
|
$ |
|
|
|
$ |
|
|
Short-term commercial paper |
|
|
5,378 |
|
|
|
|
|
|
|
5,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Quoted Prices in |
|
|
Using Significant Other |
|
|
Using Significant |
|
|
|
Carrying |
|
|
Active Markets |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
|
|
Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
March 31, 2011: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ |
49,837 |
|
|
$ |
49,837 |
|
|
$ |
|
|
|
$ |
|
|
Short-term
government-backed
securities |
|
|
76,371 |
|
|
|
|
|
|
|
76,371 |
|
|
|
|
|
Short-term commercial paper |
|
|
39,755 |
|
|
|
|
|
|
|
39,755 |
|
|
|
|
|
Derivatives |
|
|
3,087 |
|
|
|
|
|
|
|
3,087 |
|
|
|
|
|
Valuation Techniques
Cash Equivalents
Cash equivalents consist of highly liquid instruments with maturities of three months or less
that are regarded as high quality, low risk investments and are measured using such inputs as
quoted prices, and are classified within Level 1 of the valuation hierarchy. Cash equivalents
consist principally of certificates of deposits and money market accounts.
10
Marketable Securities
Marketable securities consist primarily of government-backed securities and commercial paper
and are measured using such inputs as quoted prices for identical or similar assets in markets that
are not active, inputs other than quoted prices that are observable for the asset (for example,
interest rates and yield curves observable at commonly quoted intervals), and inputs that are
derived principally from or corroborated by observable market data by correlation or other means,
and are classified within Level 2 of the valuation hierarchy. The Companys marketable
securities generally have maturities of greater than three months from original purchase date but
less than twelve months from the date of the balance sheet. The Company determines the appropriate
classification of its marketable securities at the time of purchase and re-evaluates such
classification as of each balance sheet date. All marketable securities are considered
available-for-sale and are carried at fair value. The Company periodically reviews the
realizability of each short-term and long-term marketable security when impairment indicators exist
with respect to the security. If an other-than-temporary impairment of value of the security
exists, the carrying value of the security is written down to its estimated fair value.
Derivatives
The derivatives entered into by the Company are valued using over-the-counter quoted market
prices for similar instruments, and are classified within Level 2 of the valuation hierarchy.
5. Accounts Receivable
Accounts receivable consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
March 31, |
|
|
|
2011 |
|
|
2011 |
|
Accounts receivable (billed) |
|
$ |
15,398 |
|
|
$ |
10,938 |
|
Accounts receivable (unbilled) |
|
|
3,054 |
|
|
|
5,004 |
|
Less: Allowance for doubtful accounts |
|
|
(302 |
) |
|
|
(683 |
) |
|
|
|
|
|
|
|
Accounts receivable, net |
|
$ |
18,150 |
|
|
$ |
15,259 |
|
|
|
|
|
|
|
|
The Company records bank acceptance notes receivable arranged with third-party financial
institutions by certain customers to settle their transactions within prepaid expenses and other
current assets. These notes are typically non-interest bearing and generally have maturities of
less than six months. The carrying amount of notes receivable approximate their fair values. The
Company had notes receivable outstanding of $2.4 million and $2.0 million as of September 30, 2011
and March 31, 2011, respectively.
6. Inventory
The components of inventory are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
March 31, |
|
|
|
2011 |
|
|
2011 |
|
Raw materials |
|
$ |
18,683 |
|
|
$ |
17,100 |
|
Work-in-process |
|
|
3,711 |
|
|
|
2,432 |
|
Finished goods |
|
|
6,738 |
|
|
|
3,915 |
|
Deferred program costs |
|
|
2,152 |
|
|
|
2,381 |
|
|
|
|
|
|
|
|
Net inventory |
|
$ |
31,284 |
|
|
$ |
25,828 |
|
|
|
|
|
|
|
|
The Company recorded inventory writedowns of approximately $1.1 million and $1.5 million
in the three and six months ended September 30, 2011.
Deferred program costs as of September 30, 2011 and March 31 2011 primarily represent costs
incurred on D-VAR turnkey projects and programs accounted for under contract accounting where the
Company needs to complete development programs before revenue and costs will be recognized,
respectively.
11
7. Product Warranty
The Company generally provides a one to three-year warranty on its products, commencing upon
installation. A provision is recorded upon revenue recognition to cost of revenues for estimated
warranty expense based on historical experience.
Product warranty activity was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Balance at beginning of period |
|
$ |
7,334 |
|
|
$ |
6,375 |
|
|
$ |
7,907 |
|
|
$ |
6,431 |
|
Change in accruals for warranties during the period |
|
|
(69 |
) |
|
|
2,020 |
|
|
|
(474 |
) |
|
|
4,332 |
|
Settlements during the period |
|
|
(210 |
) |
|
|
(1,021 |
) |
|
|
(378 |
) |
|
|
(3,389 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
7,055 |
|
|
$ |
7,374 |
|
|
$ |
7,055 |
|
|
$ |
7,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company includes warranty period expirations as changes in accruals for warranties in
the table above.
8. Income Taxes
The Company recorded income tax expense of $0.9 million and $1.1 million for the three and six
months ended September 30, 2011, respectively, and $7.9 million and $15.1 million for the three and
six months ended September 30, 2010, respectively. The Company has provided a valuation allowance
against all net deferred tax assets as of September 30, 2011, as it is more likely than not that
its net deferred tax assets are not currently realizable due to the net operating losses incurred
by the Company since its inception in the U.S. and the significant write-offs in the fiscal year
ended March 31, 2011 and the losses that are forecasted in certain foreign jurisdictions in the
future.
During the three months ended September 30, 2011, the Company recorded additional income tax
expense of $0.7 million for uncertain tax positions related to its Austrian subsidiary.
9. Restructuring and Impairments
The Company accounts for charges resulting from operational restructuring actions in
accordance with ASC Topic 420, Exit or Disposal Cost Obligations (ASC 420) and ASC Topic 712,
CompensationNonretirement Postemployment Benefits (ASC 712). In accounting for these
obligations, the Company is required to make assumptions related to the amounts of employee
severance, benefits, and related costs and to the time period over which leased facilities will
remain vacant, sublease terms, sublease rates and discount rates. Estimates and assumptions are
based on the best information available at the time the obligation arises. These estimates are
reviewed and revised as facts and circumstances dictate; changes in these estimates could have a
material effect on the amount accrued on the consolidated balance sheet.
The Company initiated a restructuring plan in August 2011 (the 2011 Plan) to reorganize
global operations, streamline various functions of the business, and reduce its global workforce to
better reflect the demand for its products. The 2011 Plan resulted in a headcount reduction of
approximately 150 employees. From April 1, 2011 through the date of this filing, the Company has
reduced its global workforce by approximately 30%, which is expected to reduce expenses by
approximately $30 million annually. During the three months ended September 30, 2011, the Company
incurred costs associated with the workforce reduction which include employee separation costs
consisting of severance pay, outplacement services, medical benefits, and other related benefits
for the Companys workforce. As a result, the Company recorded employee severance and benefit
costs of $3.3 million. These charges are expected to be paid through fiscal 2012.
In addition, during the three months ended September 30, 2011, the Company consolidated
certain of its business operations to reduce overall facility costs. The consolidation plan
entailed vacating approximately 8,937 square feet of occupied space in Klagenfurt, Austria. This
facility closure was accounted for in accordance with ASC 420, pursuant to which the Company
recorded a liability equal to the fair value of the remaining lease payments as of the cease-use
date. Fair value was determined based upon the discounted present value of remaining lease rentals
(using a discount rate of 10.1%) for the space no longer occupied, considering future estimated
potential sublease income. As a result, the Company recorded facility exit costs of $0.1 million
related to the remaining lease commitment on the leased space. These charges are expected to be
paid through fiscal 2012. All restructuring charges discussed above are included within
restructuring and impairments in the Companys unaudited condensed consolidated statements of
operations.
12
The following table presents the restructuring charges and cash payments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance pay |
|
|
Facility |
|
|
|
|
|
|
and benefits |
|
|
exit costs |
|
|
Total |
|
Accrued restructuring balance at April 1, 2011 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Charges to operations |
|
|
3,256 |
|
|
|
127 |
|
|
|
3,383 |
|
Cash payments |
|
|
(1,209 |
) |
|
|
|
|
|
|
(1,209 |
) |
|
|
|
|
|
|
|
|
|
|
Accrued restructuring balance at September 30, 2011 |
|
$ |
2,047 |
|
|
$ |
127 |
|
|
$ |
2,174 |
|
|
|
|
|
|
|
|
|
|
|
In addition, the Company recorded impairment charges of $0.9 million on long-lived assets
for which there is no remaining future economic benefit as of September 30, 2011.
10. Commitments and Contingencies
Commitments
The Company periodically enters into non-cancelable purchase contracts in order to ensure the
availability of materials to support production of its products. Purchase commitments represent
enforceable and legally binding agreements with suppliers to purchase goods or services. Any
commitments for products ordered but not yet received is included as purchase commitments in its
contractual obligations table. The Company periodically assesses the need to provide for
impairment on these purchase contracts and record a loss on purchase commitments when required. As
of September 30, 2011, the Company has $34.5 million of adverse purchase commitments in excess of
its estimated future demand from certain of its customers in China, which the Company has recorded
as a liability. The Company recorded adverse purchase commitment recoveries of $0.9 million and
losses of $0.2 million during the three and six months ended September 30, 2011, respectively.
Adverse purchase commitment recoveries in the three months ended September 30, 2011 are as a result
of reductions in commitments to purchase materials due to renegotiations with certain suppliers and
are recorded against cost of revenues.
Contingencies
From time to time, the Company is involved in legal and administrative proceedings and claims
of various types. The Company records a liability in its consolidated financial statements for
these matters when a loss is known or considered probable and the amount can be reasonably
estimated. The Company reviews these estimates each accounting period as additional information is
known and adjusts the loss provision when appropriate. If a matter is both probable to result in
liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses
the possible loss or range of loss. If the loss is not probable or cannot be reasonably estimated,
a liability is not recorded in its consolidated financial statements.
Between April 6, 2011 and April 29, 2011, six putative securities class action complaints were
filed against the Company and two of its officers in the United States District Court for the
District of Massachusetts. On May 12, 2011, an additional complaint was filed against the Company,
its officers and directors, and the underwriters who participated in its November 12, 2010
securities offering. On June 7, 2011, the United States District Court for the District of
Massachusetts consolidated these actions under the caption Lenartz v. American Superconductor
Corporation, et al. Docket No. 1:11-cv-10582-WGY. On June 16, 2011, the court appointed the law
firm Robbins Geller Rudman & Dowd LLP as Lead Counsel and the Plumbers and Pipefitters National
Pension Fund as Lead Plaintiff. On August 31, 2011, the Lead Plaintiff filed a
consolidated amended complaint against the Company, its officers and directors, and the
underwriters who participated in its November 12, 2010 securities offering, asserting claims under
sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated under
the Securities Exchange Act of 1934, as well as under sections 11, 12(a)(2) and 15 of the
Securities Act of 1933. The complaint alleges that during the relevant class period, the Company
and its officers omitted to state material facts and made materially false and misleading
statements relating to, among other things, its projected and recognized revenues and earnings, as
well as its relationship with Sinovel Wind Group Co., Ltd. that artificially inflated the value of
its stock price. The complaint further alleges that the Companys November 12, 2010 securities
offering contained untrue statements of material facts and omitted to state material facts required
to be stated therein. The plaintiffs seek unspecified damages, rescindment of its November 12, 2010
securities offering, and an award of costs and expenses, including attorneys fees.
13
On April 27, 2011, a putative shareholder derivative complaint was filed against the Company
(as a nominal defendant) and each of its current directors in Superior Court for the Commonwealth
of Massachusetts, Worcester County. The case is captioned Segel v. Yurek, et al., Docket No.
11-0787. Between May 4, 2011 and June 17, 2011, four additional putative shareholder derivative
complaints were filed in the United States District Court for the District of Massachusetts against
the Company and certain of the its directors and officers. The cases are captioned Weakley v.
Yurek, et al., Docket No. 1:11-cv-10784; Marlborough Family Revocable Trust v. Yurek, et al.,
Docket No. 1:11-cv-10825; Connors v. Yurek, et al., Docket No. 1:11-cv-10910; and Hurd v. Yurek, et
al., Docket No. 1:11-cv-11102. On June 1, 2011, the plaintiff in Marlborough Family Revocable
Trust v. Yurek, et al. moved to voluntarily dismiss its complaint and refiled its complaint in
Superior Court for the Commonwealth of Massachusetts, Middlesex County, on June 3, 2011. The case
is now captioned Marlborough Family Revocable Trust v. Yurek, et al., Docket No. 11-1961. The
Superior Court in Worcester County granted the plaintiffs motion to transfer in Segel v. Yurek et
al. to the Superior Court for the Commonwealth of Massachusetts, Middlesex County on June 23, 2011,
and that matter is now captioned Segel v. Yurek et al., Docket No. 11-2269. On July 5, 2011, the
Weakley, Connors and Hurd actions were consolidated in United States District Court for the
District of Massachusetts. That matter is now captioned In re American Superconductor Corporation
Derivative Litigation, Docket No. 1:11-cv-10784. On June 1, 2011, the plaintiff in Marlborough
Family Revocable Trust v. Yurek, et al. moved to voluntarily dismiss its complaint and, on June 3,
2011, refiled its complaint in Superior Court for the Commonwealth of Massachusetts, Middlesex
County. The Superior Court in Worcester County granted the plaintiffs motion to transfer in Segel
v. Yurek et al. to the Superior Court for the Commonwealth of Massachusetts, Middlesex County on
June 23, 2011. On September 7, 2011, the Marlborough and Segel actions were consolidated in
Superior Court for the Commonwealth of Massachusetts, Middlesex County. The case is now captioned
Marlborough Family Revocable Trust v. Yurek, et al., Docket No. 11-1961. The allegations of the
derivative complaints mirror the allegations made in the putative class action complaints described
above. The plaintiffs purport to assert claims against the director defendants for breach of
fiduciary duty, abuse of control, gross mismanagement and corporate waste. The plaintiffs seek
unspecified damages on behalf of the Company, as well as an award of costs and expenses, including
attorneys fees.
If a matter is both probable to result in liability and the amounts of loss can be reasonably
estimated, the Company estimates and discloses the possible loss or range of loss. With respect to
the above referenced litigation matters, such an estimate cannot be made. There are numerous
factors that make it difficult to meaningfully estimate possible loss or range of loss at this
stage of these litigation matters, including that: the proceedings are in relatively early stages,
there are significant factual and legal issues to be resolved, information obtained or rulings made
during the lawsuits could affect the methodology for calculation of rescission and the related
statutory interest rate. In addition, with respect to claims where damages are the requested
relief, no amount of loss or damages has been specified. Therefore, the Company is unable at this
time to estimate possible losses. The Company believes that these litigations are without merit,
and it intends to defend these actions vigorously.
On September 13, 2011, the Company commenced a series of legal actions in China against
Sinovel Wind Group Co. Ltd. (Sinovel). The Companys Chinese subsidiary, Suzhou AMSC
Superconductor Co. Ltd., filed a claim for arbitration with the Beijing Arbitration Commission in
accordance with the terms of the Companys supply contracts with Sinovel. The case is captioned
(2011) Jin Zhong An Zi No. 0693. On March 31, 2011, Sinovel refused to accept contracted shipments
of 1.5 megawatt (MW) and 3 MW wind turbine core electrical components and spare parts that the
Company was prepared to deliver. The Company alleges that these actions constitute material
breaches of its contracts because Sinovel did not give it notice that it intended to delay
deliveries as required under the contracts. Moreover, the Company alleges that Sinovel has refused
to pay past due amounts for prior shipments of core electrical components and spare parts. The
Company is seeking compensation for past product shipments (including interest) and monetary
damages in the amount of approximately RMB 430 million ($67 million) due to Sinovels
breaches of its contracts. The Company is also seeking specific performance of our existing
contracts as well as reimbursement of all costs and reasonable expenses with respect to the
arbitration. The value of the undelivered components under the existing contracts,
including the deliveries refused by Sinovel in March 2011, amounts to approximately RMB 4.6 billion
($720 million).
On October 8, 2011, Sinovel filed with the Beijing Arbitration Commission an application under
the caption (2011) Jin Zhong An Zi No. 0693, for a counterclaim against the Company for breach of
the same contracts under which the Company filed its original arbitration claim. Sinovel claimed,
among other things, that the goods supplied by the Company do not conform to the standards
specified in the contracts and claimed damages in the amount of approximately RMB 370 millon ($58
million). On October 17, 2011, Sinovel filed with the Beijing Arbitration Commission a request for
change of counterclaim to increase its damage claim to approximately RMB 1 billion ($157 million).
Deducting the RMB 430 million ($67 million) claimed by the Company, the net amount of damages
claimed by Sinovel is approximately RMB 570 million ($89 million). The Company believes that
Sinovels claims are without merit and it intends to defend these actions
14
vigorously. Since the proceedings in this matter are in relatively early stages, the Company cannot reasonably estimate
possible losses or range of losses at this time.
The Company also submitted a civil action application to the Beijing No. 1 Intermediate
Peoples Court under the caption (2011) Yi Zhong Min Chu Zi No. 15524, against Sinovel for software
copyright infringement on September 13, 2011. The application alleges Sinovels unauthorized use
of portions of the Companys wind turbine control software source code developed for Sinovels
1.5MW wind turbines and the binary code, or upper layer, of the Companys software for the PM3000
power converters in 1.5MW wind turbines. In July 2011, a former employee of the Companys AMSC
Windtec GmbH subsidiary was arrested in Austria on charges of economic espionage and fraudulent
manipulation of data. In September 2011, the former employee pled guilty to the charges, and he is
currently serving a prison sentence. As a result of the Companys internal investigation and a
criminal investigation conducted by Austrian authorities, the Company believes that this former
employee was contracted by Sinovel through an intermediary while employed by the Company and
improperly obtained and transferred to Sinovel portions of its wind turbine control software source
code developed for Sinovels 1.5MW wind turbines. Moreover, the Company believes the former
employee illegally used source code to develop for Sinovel a software modification to circumvent
the encryption and remove technical protection measures on the PM3000 power converters in 1.5MW
wind turbines in the field. The Company is seeking a cease and desist order with respect to the
unauthorized copying, installation and use of its software, monetary damages of approximately RMB
38 million ($6 million) for our economic losses and reimbursement of all costs and reasonable
expenses. The court has accepted the case, which was necessary in order for the case to proceed.
The Company submitted a civil action application to the Beijing Higher Peoples Court against
Sinovel and certain of its employees for trade secret infringement on September 13, 2011 under the
caption (2011) Gao Min Chu Zi No. 4193. The application alleges the defendants unauthorized use
of portions of the Companys wind turbine control software source code developed for Sinovels
1.5MW wind turbines as described above with respect to the Copyright Action. The Company is seeking
monetary damages of RMB 2.9 billion ($453 million) for the trade secret infringement as well as
reimbursement of all costs and reasonable expenses. The court has accepted the case, which was
necessary in order for the case to proceed.
On September 16, 2011, the Company filed a civil copyright infringement complaint in the
Hainan Province No. 1 Intermediate Peoples Court against Dalian Guotong Electric Co. Ltd.
(Guotong), a supplier of power converter products to Sinovel, and Huaneng Hainan Power, Inc., a
wind farm operator that has purchased Sinovel wind turbines containing Goutong power converter
products. The case is captioned (2011) Hainan Yi Zhong Min Chu Zi No. 62. The application alleges
that the Companys PM1000 converters in certain Sinovel wind turbines have been replaced by
converters produced by Guotong. Because the Guotong converters are being used in wind turbines
containing the Companys wind turbine control software, the Company believes that its copyrighted
software is being infringed. The Company is seeking a cease and desist order with respect to the
unauthorized use of its software, monetary damages of RMB 1.2 million ($0.2 million) for its
economic losses (with respect to Guotong only) and reimbursement of all costs and reasonable
expenses. The court has accepted the case, which was necessary in order for the case to proceed.
In addition, upon the request of the defendant Huaneng Hainan Power, Inc, Sinovel has been added by
the court to this case as a defendant.
Ghodawat Energy Pvt Ltd (Ghodawat), a company registered in India carrying on the business
of wind power development, lodged a Request for Arbitration with the Secretariat of the ICC
International Court of Arbitration on May 12, 2011 and named AMSC Windtec GmbH (AMSC Windtec) as
the Respondent. Under the Request for Arbitration, Ghodawat alleges that AMSC Windtec breached an
agreement dated March 19, 2008 pursuant to which AMSC Windtec granted a license to Ghodawat to
manufacture, use, sell, market, erect, commission and maintain certain wind turbines using its
technical information and wind turbine design (the License Agreement). Under the Request for
Arbitration, Ghodawats claims in this arbitration amount to approximately 18 million ($24
million). AMSC Windtec filed an Answer to Request for Arbitration and Counterclaim (Answer and
Counterclaim), in which AMSC Windtec denied Ghodawats claims in their entirety. AMSC Windtec has
also submitted counterclaims under the License Agreement against Ghodawat in the amount of
approximately 6 million ($9 million). Ghodawat has filed a Reply to Answer to Request for
Arbitration and Counterclaim in which it denies AMSC Windtecs counterclaims. The arbitration
proceedings are currently ongoing. The Company has recorded a loss contingency based on its
assessment of probable losses on this claim, however this amount is immaterial to its consolidated
financial statements.
15
Other
The Company enters into long-term construction contracts with customers that require the
Company to obtain performance bonds. The Company is required to deposit an amount equivalent to
some or all the face amount of the performance bonds into an escrow account until the termination
of the bond. When the performance conditions are met, amounts deposited as collateral for the
performance bonds are returned to the Company. In addition, the Company has various contractual
arrangements in which minimum quantities of goods or services have been committed to be purchased
on an annual basis.
As of September 30, 2011, the Company had seven performance bonds in support of customer
contracts to guarantee supply of core components and software. The total value of the outstanding
performance bonds is $1.8 million with various expiration dates through March 2014. In the event
that the payment is made in accordance with the requirements of any of these performance bonds, the
Company would record the payment as an offset to revenue.
At September 30, 2011, the Company had $8.3 million of restricted cash included in current
assets. At September 30, 2011, the Company had $1.1 million of restricted cash included in
long-term assets. These amounts included in restricted cash represent deposits to secure letters of
credit for various supply contracts. These deposits are held in an interest bearing account. The
Company had an additional $2.2 million in unsecured letters of credit at September 30, 2011 in
support of various supply contracts.
The Company had unused, unsecured lines of credit consisting of RMB 17.6 million
(approximately $2.7 million) in China and 1.6 million (approximately $2.2 million) in Austria as
of September 30, 2011. During the three months ended September 30, 2011, the Companys unsecured
credit line with the Bank of China expired and it repaid borrowings on lines of credit of $4.6
million and there were no borrowings outstanding as of September 30, 2011.
11. Equity Investments
Investment in Tres Amigas
On October 9, 2009, the Company made an investment in Tres Amigas LLC, (Tres Amigas), a
merchant transmission company, for $1.8 million, consisting of $0.8 million in cash and $1.0
million in AMSC common stock. On January 6, 2011 and May 20, 2011, the Company increased its
minority position in Tres Amigas by an additional $1.8 million on each date. As of September 30,
2011, the Company holds a 37% ownership interest.
The Company has determined that Tres Amigas is a variable interest entity (VIE) and that the
Company is not the primary beneficiary of the VIE. Therefore, the Company has not consolidated Tres
Amigas as of September 30, 2011. The investment is carried at the acquisition cost, plus the
Companys equity in undistributed earnings or losses. The Companys maximum exposure to loss is
limited to the Companys recorded investment in this VIE. The Companys investment in Tres Amigas
is included in other assets on the consolidated balance sheet and the equity in undistributed
losses of Tres Amigas is included in other income, net, on the consolidated statements of
operations.
The net investment activity for the six months ended September 30, 2011 is as follows (in
thousands):
|
|
|
|
|
Balance at April 1, 2011 |
|
$ |
3,026 |
|
Purchase of minority investment |
|
|
1,800 |
|
Minority interest in net losses |
|
|
(428 |
) |
|
|
|
|
Balance at September 30, 2011 |
|
$ |
4,398 |
|
|
|
|
|
16
Investment in Blade Dynamics Ltd.
On August 12, 2010, the Company acquired (through its Austrian subsidiary), a minority
ownership position in Blade Dynamics Ltd. (Blade Dynamics), a designer and manufacturer of
advanced wind turbine blades based on proprietary materials and structural technologies, for $8.0
million in cash. The Company uses the equity method of accounting for this investment since it
does not have a controlling ownership interest in the operating and financial policies of Blade
Dynamics. As such, the investment is carried at the acquisition cost, plus the Companys equity in
undistributed earnings or losses. The Companys investment is included in other assets on the
unaudited condensed consolidated balance sheet and the minority interest in net losses of Blade
Dynamics is included in other income, net, on the unaudited condensed consolidated statements of
operations. As of September 30, 2011, the Company holds a 25% ownership interest. The net
investment activity for the six months ended September 30, 2011 is as follows (in thousands):
|
|
|
|
|
Balance at April 1, 2011 |
|
$ |
7,903 |
|
Minority interest in net losses |
|
|
(924 |
) |
Net foreign exchange rate impact |
|
|
(238 |
) |
|
|
|
|
Balance at September 30, 2011 |
|
$ |
6,741 |
|
|
|
|
|
12. Business Segments
Business segments are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker, or
decision-making group, in assessing performance and deciding how to allocate resources.
The Company operates its business into two market-facing business units: Wind and Grid. The
Company believes this market-centric structure enables it to more effectively anticipate and meet
the needs of wind turbine manufacturers, power generation project developers and electric
utilities.
|
|
|
Wind. Through its Windtec Solutions, the Wind business segment enables
manufacturers to field wind turbines with exceptional power output, reliability and
affordability. The Company licenses its highly engineered wind turbine designs,
provides extensive customer support services and supplies advanced power electronics
and control systems to wind turbine manufactures. The Companys design portfolio
includes a broad range of drive trains and power ratings up to 10 megawatts. The
Company believes its unique engineering capabilities, ranging from bearings to
advanced synchronous generators to blades, enables it to provide its partners with
highly-optimized wind turbine platforms. Furthermore, these designs and support
services typically lead to sales of its power electronics and software-based control
systems, which are designed for optimized performance, efficiency and grid
compatibility. |
|
|
|
|
Grid. Through its Gridtec Solutions, the Grid business segment enables electric
utilities and renewable energy project developers to connect, transmit and distribute
power with exceptional efficiency, reliability and affordability. The Grid business
unit provides transmission planning services that allow us to identify power grid
congestion, poor power quality and other risks, which helps the Company determine how
its solutions can improve network performance. These services often lead to sales of
grid interconnection solutions for wind farms and solar power plants, power quality
systems and transmission and distribution cable systems. |
Prior to April 1, 2011, the Company segmented its operations through two technology-centric
business units: AMSC Power Systems and AMSC Superconductors. AMSC Power Systems included all of its
Wind products, as well as Grid products that regulate voltage for wind farm voltage electric
utilities, renewable generation project developers and industrial operations. Solutions from the
Companys AMSC Superconductors business unit have been incorporated into its Grid business unit.
All prior period segment disclosures have been revised to conform to managements current view of
the Companys business segments.
17
The operating results for the two business segments are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wind |
|
$ |
13,449 |
|
|
$ |
89,316 |
|
|
$ |
17,712 |
|
|
$ |
172,323 |
|
Grid |
|
|
7,351 |
|
|
|
8,757 |
|
|
|
12,146 |
|
|
|
22,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
20,800 |
|
|
$ |
98,073 |
|
|
$ |
29,858 |
|
|
$ |
195,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Operating (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wind |
|
|
($16,336 |
) |
|
$ |
32,655 |
|
|
|
($40,705 |
) |
|
$ |
63,994 |
|
Grid |
|
|
($7,645 |
) |
|
|
($15,213 |
) |
|
|
($18,197 |
) |
|
|
($26,998 |
) |
Unallocated
corporate expenses |
|
|
($27,144 |
) |
|
|
($4,362 |
) |
|
|
($30,549 |
) |
|
|
($7,836 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
($51,125 |
) |
|
$ |
13,080 |
|
|
|
($89,451 |
) |
|
$ |
29,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accounting policies of the business segments are the same as those for the
consolidated Company. The Companys business segments have been determined in accordance with the
Companys internal management structure, which is organized based on operating activities. The
Company evaluates performance based upon several factors, of which the primary financial measures
are segment revenues and segment operating (loss) income. The disaggregated financial results of
the segments reflect allocation of certain functional expense categories consistent with the basis
and manner in which Company management internally disaggregates financial information for the
purpose of assisting in making internal operating decisions. In addition, certain corporate
expenses which the Company does not believe are specifically attributable or allocable to either of
the two business segments have been excluded from the segment operating (loss) income.
Unallocated corporate expenses primarily consist of the write-off of an advance payment to The
Switch of $20.6 million and restructuring and impairment charges of $4.3 million for the three and
six months ended September 30, 2011 and stock-based compensation expense of $2.1 million and $5.6
million for the three and six months ended September 30, 2011, respectively. Unallocated corporate
expenses primarily consist of stock-based compensation expense of $4.3 million and $7.8 million for
the three and six months ended September 30, 2010, respectively.
Total assets for the two business segments are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
March 31, |
|
|
|
2011 |
|
|
2011 |
|
Wind |
|
$ |
113,092 |
|
|
$ |
145,464 |
|
Grid |
|
|
72,303 |
|
|
|
67,081 |
|
Corporate assets |
|
|
140,333 |
|
|
|
228,664 |
|
|
|
|
|
|
|
|
Total |
|
$ |
325,728 |
|
|
$ |
441,209 |
|
|
|
|
|
|
|
|
18
The following table sets forth customers who represented 10% or more of the Companys
total revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Inox Wind, Ltd. |
|
|
24 |
% |
|
|
<10 |
% |
|
|
17 |
% |
|
|
<10 |
% |
Doosan Heavy Industries & Construction Co Ltd. |
|
|
17 |
% |
|
|
<10 |
% |
|
|
16 |
% |
|
|
<10 |
% |
Dongfang Electric Machinery Co. |
|
|
11 |
% |
|
|
|
% |
|
|
<10 |
% |
|
|
|
% |
Sinovel Wind Co., Ltd |
|
|
|
% |
|
|
82 |
% |
|
|
|
% |
|
|
77 |
% |
13. Recent Accounting Pronouncements
In January 2010, the Company adopted Accounting Standards Update (ASU) No. 2010-06, Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This
standard amends the disclosure guidance with respect to fair value measurements for both interim
and annual reporting periods. Specifically, this standard requires new disclosures for significant
transfers of assets or liabilities between Level 1 and Level 2 in the fair value hierarchy;
separate disclosures for purchases, sales, issuance and settlements of Level 3 fair value items on
a gross, rather than net basis; and more robust disclosure of the valuation techniques and inputs
used to measure Level 2 and Level 3 assets and liabilities. The Company has included these new
disclosures, as applicable, in Note 3, Marketable Securities and Fair Value Disclosures, of the
consolidated financial statements.
In December 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-29, Business
Combinations (Topic 805), Disclosure of Supplementary Pro forma Information for Business
Combinations a consensus of the FASB Emerging Issues Task Force (ASC 2010-29). This amendment
clarifies the periods for which pro forma financial information is presented. The disclosures
include pro forma revenue and earnings of the combined entity for the current reporting period as
though the acquisition date for all business combinations that occurred during the year had been as
of the beginning of the annual reporting period. If comparative financial statements are presented,
the pro forma revenue and earnings of the combined entity for the comparable prior reporting period
should be reported as though the acquisition date for all business combinations that occurred
during the current year had been as of the beginning of the comparable prior annual reporting
period. ASU 2010-29 is effective prospectively for business combinations that occur on or after
the beginning of the first annual reporting period beginning after December 15, 2010. The Company
does not expect the adoption of ASU 2011-04 to have a material impact on the Companys consolidated
results of operations, financial condition, or cash flows.
In June 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive
Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 requires entities to present
net income and other comprehensive income in either a single continuous statement or in two
separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is
effective for fiscal years and interim periods beginning after December 15, 2011. The Company does
not expect the adoption of ASU 2011-04 to have a material impact on the Companys consolidated
results of operations, financial condition, or cash flows.
14. Subsequent Events
The Company has performed an evaluation of subsequent events through the time of filing this
Quarterly Report on Form 10-Q with the SEC, and has determined that there are no such events that
are required to be disclosed.
19
AMERICAN SUPERCONDUCTOR CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). For this
purpose, any statements contained herein that relate to future events or conditions, including
without limitation, the statements in Part II, Item 1A. Risk Factors and in Part I under Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations and located
elsewhere herein regarding industry prospects or our prospective results of operations or financial
position, may be deemed to be forward-looking statements. Without limiting the foregoing, the words
believes, anticipates, plans, expects, and similar expressions are intended to identify
forward-looking statements. Such forward-looking statements represent managements current
expectations and are inherently uncertain. There are a number of important factors that
could materially impact the value of our common stock or cause actual results to differ materially
from those indicated by such forward-looking statements. Such factors include: a significant
portion of our revenues has been derived from Sinovel Wind Group Co. Ltd., (Sinovel), which has
stopped accepting scheduled deliveries and refused to pay amounts outstanding; the disruption in
our relationship with Sinovel has materially and adversely affected our business and results of
operations and if, as we expect, Sinovel continues to refuse to accept shipments from us, our
business and results of operations will be further materially and adversely affected; we have a
history of operating losses, and we may incur additional losses in the future; our operating
results may fluctuate significantly from quarter to quarter and may fall below expectations in any
particular fiscal quarter; adverse changes in domestic and global economic conditions could
adversely affect our operating results; changes in exchange rates could adversely affect our
results from operations; we have identified material weaknesses in our internal control over
financial reporting and if we fail to remediate these weaknesses and maintain proper and effective
internal controls over financial reporting, our ability to produce accurate and timely financial
statements could be impaired and may lead investors and other users to lose confidence in our
financial data; if we fail to implement our business strategy successfully, our financial
performance could be harmed; we may not realize all of the sales expected from our backlog of
orders and contracts; many of our revenue opportunities are dependent upon subcontractors and other
business collaborators; our products face intense competition, which could limit our ability to
acquire or retain customers; our success is dependent upon attracting and retaining qualified
personnel and our inability to do so could significantly damage our business and prospects; we may
acquire additional complementary businesses or technologies, which may require us to incur
substantial costs for which we may never realize the anticipated benefits; our international
operations are subject to risks that we do not face in the United States, which could have an
adverse effect on our operating results; we depend on sales to customers in China, and global
conditions could negatively affect our operating results or limit our ability to expand our
operations outside of China; changes in Chinas political, social, regulatory and economic
environment may affect our financial performance; many of our customer relationships outside of the
United States are, either directly or indirectly, with governmental entities, and we could be
adversely affected by violations of the United States Foreign Corrupt Practices Act and similar
worldwide anti-bribery laws outside the United States; we rely upon third party suppliers for the
components and subassemblies of many of our Wind and Grid products, making us vulnerable to supply
shortages and price fluctuations, which could harm our business; we are becoming increasingly
reliant on contracts that require the issuance of performance bonds; problems with product quality
or product performance may cause us to incur warranty expenses and may damage our market reputation
and prevent us from achieving increased sales and market share; our success in addressing the wind
energy market is dependent on the manufacturers that license our designs; growth of the wind energy
market depends largely on the availability and size of government subsidies and economic
incentives; there are a number of technological challenges that must be successfully addressed
before our superconductor products can gain widespread commercial acceptance, and our inability to
address such technological challenges could adversely affect our ability to acquire customers for
our products; we have not manufactured our Amperium wire in commercial quantities, and a failure to
manufacture our Amperium wire in commercial quantities at acceptable cost and quality levels would
substantially limit our future revenue and profit potential; the commercial uses of superconductor
products are limited today, and a widespread commercial market for our products may not develop; we
have limited experience in marketing and selling our superconductor products and system-level
solutions, and our failure to effectively market and sell our products and solutions could lower
our revenue and cash flow; our contracts with the U.S. government are subject to audit,
modification or termination by the U.S. government and include certain other provisions in favor of
the government; the continued funding of such contracts remains subject to annual congressional
appropriation which, if not approved, could reduce our revenue and lower or eliminate our profit;
we may be unable to adequately prevent disclosure of trade secrets and other proprietary
information; we have filed a demand for arbitration and other lawsuits against Sinovel regarding
amounts we contend are
20
due and owing and are in dispute; Sinovel has filed a counterclaim in the arbitration claiming
damages; we cannot be certain as to the outcome of the proceedings against Sinovel; we have been
named as a party to purported stockholder class actions and shareholder derivative complaints, and
we may be named in additional litigation, all of which will require significant management time and
attention, result in significant legal expenses and may result in an unfavorable outcome, which
could have a material adverse effect on our business, operating results and financial condition;
our technology and products could infringe intellectual property rights of others, which may
require costly litigation and, if we are not successful, could cause us to pay substantial damages
and disrupt our business; our patents may not provide meaningful protection for our technology,
which could result in us losing some or all of our market position; third parties have or may
acquire patents that cover the materials, processes and technologies we use or may use in the
future to manufacture our Amperium products, and our success depends on our ability to license such
patents or other proprietary rights; and our common stock has experienced, and may continue to
experience, significant market price and volume fluctuations, which may prevent our stockholders
from selling our common stock at a profit and could lead to costly litigation against us that could
divert our managements attention. These and the important factors discussed under the caption
Risk Factors in Part II. Item 1A and Part 1. Item 1A of our Form 10-K for the fiscal year ended
March 31, 2011, among others, could cause actual results to differ materially from those indicated
by forward-looking statements made herein and presented elsewhere by management from time to time.
Any such forward-looking statements represent managements estimates as of the date of this
Quarterly Report on Form 10-Q. While we may elect to update such forward-looking statements at some
point in the future, we disclaim any obligation to do so, even if subsequent events cause our views
to change. These forward-looking statements should not be relied upon as representing our views as
of any date subsequent to the date of this Quarterly Report on Form 10-Q.
AMSC, American Superconductor, Amperium, dSVC, DataPark, D-VAR, D-VAR-RT, FaultBlocker,
Gridtec Solutions, PowerModule, PowerPipelines, PQ-IVR, SafetyLock, SeaTitan, SolarTie, SuperGEAR,
Wind-RT, Windtec, Windtec Solutions, wtCMS, wtSCADA, wtWPC, and smarter, cleaner ... better
energy, are trademarks or registered trademarks of American Superconductor Corporation or its
subsidiaries. All other brand names, product names, trademarks or service marks appearing in this
Quarterly Report on Form 10-Q are the property of their respective holders.
Executive Overview
American Superconductor Corporation (AMSC) was founded in 1987. We are a leading provider of
megawatt-scale solutions that lower the cost of wind power and enhance the performance of the power
grid. In the wind power market, we enable manufacturers to field wind turbines through our
advanced engineering, support services and power electronics products. In the power grid market,
we enable electric utilities and renewable energy project developers to connect, transmit and
distribute power through our transmission planning services and power electronics and
superconductor based products. Our wind and power grid products and services provide exceptional
reliability, security, efficiency and affordability to our customers.
Our wind and power grid solutions help to improve energy efficiency, alleviate power grid
capacity constraints and increase the adoption of renewable energy generation. Demand for our
solutions is driven by the growing needs for renewable sources of electricity, such as wind and
solar energy, and for modernized smart grids that improve power reliability and quality. Concerns
about these factors have led to increased spending by corporations as well as supportive government
regulations and initiatives on local, state, national and global levels, including renewable
portfolio standards, tax incentives and international treaties.
We manufacture products using two proprietary core technologies: PowerModule programmable
power electronic converters and our Amperium HTS wires. These technologies and our system-level
solutions are protected by a broad and deep intellectual property portfolio consisting of hundreds
of patents and licenses worldwide.
We operate our business in two market-facing business units: Wind and Grid. We believe this
market-centric structure enables us to more effectively anticipate and meet the needs of wind
turbine manufacturers, power generation project developers and electric utilities.
|
|
|
Wind. Through our Windtec Solutions, our Wind business segment enables
manufacturers to field wind turbines with exceptional power output, reliability and
affordability. We license our highly engineered wind turbine designs, provide
extensive customer support services and supply advanced power electronics and control
systems to wind turbine manufactures. Our design portfolio includes a broad range of
drive trains and power ratings up to 10 megawatts. We believe our unique engineering
capabilities, ranging from bearings to advanced synchronous generators to blades,
enables us to provide our partners with highly-optimized wind turbine platforms.
Furthermore, these designs and support services typically lead to sales of our power
electronics and software-based control systems, which are designed for optimized
performance, efficiency and grid compatibility. |
21
|
|
|
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 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 grid interconnection
solutions for wind farms and solar power plants, power quality systems and
transmission and distribution cable systems. |
Our fiscal year begins on April 1 and ends on March 31. This document refers to fiscal 2011,
which is defined as the period beginning on April 1, 2011 and concluding on March 31, 2012. The
second quarter of fiscal 2011 began on July 1, 2011 and concluded on September 30, 2011.
Our cash requirements depend on numerous factors, including successful completion of our
product development activities, ability to commercialize our product prototypes, rate of customer
and market adoption of our products, collecting receivables according to established terms, and the
continued availability of U.S. government funding during the product development phase. Significant
deviations to our business plan with regard to these factors, which are important drivers to our
business, could have a material adverse effect on our operating performance, financial condition,
and future business prospects. We expect to pursue the expansion of our operations through internal
growth and potential strategic alliances and acquisitions.
As of September 30, 2011 and March 31, 2011, we had backlog of approximately $298.2 million
and $228.4 million, respectively, excluding Sinovel. On March 31, 2011, Sinovel refused to accept
contracted shipments of 1.5-MW and 3-MW wind turbine core electrical components and spare parts
that we were prepared to deliver. As a result, we have not made shipments to Sinovel since
February 2011. Additionally, we are pursuing litigation against Sinovel for the theft of our
intellectual property (as discussed below). Consequently, our reported backlog excludes purchase
contracts with Sinovel.
During March 2011, we engaged in discussions with Sinovel regarding the acceptance of its
scheduled shipments, outstanding receivables, and the delivery of a custom solution desired by
Sinovel for low voltage ride through (LVRT) that required a modification to our existing LVRT
design. The custom design required modified software and additional hardware. Toward the end of
March, Sinovel requested that we provide them with the additional hardware without additional cost.
On March 31, 2011, we proposed to Sinovel that we would provide the additional hardware without
additional cost if Sinovel would accept the scheduled shipments. Sinovel rejected this proposal
due to what we were told was excess inventory of our components. Since Sinovel did not give us the
requisite notice under our contracts that they intended to delay deliveries, we believe that these
actions constitute material breaches of our contracts.
While we have had several discussions with Sinovel since March 31, 2011, as of the date of
this filing, we have not received payment for any outstanding receivables nor have we been notified
as to when, if ever, they will accept contracted shipments that were scheduled for delivery after
March 31, 2011. Additionally, based in part upon evidence obtained through an internal
investigation and a criminal investigation conducted by Austrian authorities regarding the actions
of a former employee of our AMSC Windtec subsidiary, we believe that Sinovel illegally obtained and
used our intellectual property in violation of civil and criminal intellectual property laws. In
July 2011, the former employee was arrested in Austria and in September 2011, pled guilty to
charges of economic espionage and fraudulent manipulation of data. The evidence presented during
the court hearing showed that this former employee was contracted by Sinovel through an
intermediary while employed by us and improperly obtained and transferred to Sinovel portions of
our wind turbine control software source code developed for Sinovels 1.5MW wind turbines. Except
for portions of this 1.5MW wind turbine software, we do not believe that the source code for any
other turbines, such as the 3MW, 5MW and 6MW wind turbines that were designed by and co-developed
with us have been transferred to Sinovel. Moreover, we believe the evidence shows this former
employee illegally used source code to develop for Sinovel a software modification to circumvent
the encryption and remove technical protection measures on the PM3000 power converters in 1.5MW
wind turbines in the field. We believe that only the binary code, or upper layer, of the PM3000
software developed to circumvent the encryption and remove technical protection measures was
transferred to Sinovel. We do not believe that any PM3000 source code was transferred to Sinovel.
These actions potentially enable Sinovel to deploy, independent of us, wind turbine control
software, including a low voltage ride through solution, on all of its 1.5MW wind turbines in the
field. In addition, by having the wind turbine control source code, Sinovel could potentially
modify the source code to allow the use of core electrical components, including power converters,
from other manufacturers.
On September 13, 2011, we commenced a series of legal actions in China against Sinovel. We
filed a claim for arbitration in Beijing, China to compel Sinovel to pay us for past product
shipments and to accept all contracted but not yet delivered core electrical components and spare
parts under all existing contracts with us. The arbitration claim was filed with the Beijing
Arbitration Commission in accordance with the terms of our supply contracts with Sinovel. We have
also filed civil and criminal complaints against Sinovel. On September 16, 2011, we filed a civil
complaint in China against Dalian
22
Guotong Electric, Co., Ltd. and other parties. The complaints
allege the illegal use of our intellectual property. We are seeking to compel Sinovel and the other parties to cease and desist from infringing our
intellectual property and are also seeking monetary damages to compensate us for our economic
losses resulting from the infringement.
We cannot provide any assurance as to the outcome of these legal actions. We are now
operating our business under the assumption that Sinovel will not be a customer.
Critical Accounting Policies and Estimates
The preparation of the unaudited condensed consolidated financial statements requires that we
make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. We base our estimates on
historical experience and various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may
differ under different assumptions or conditions. There were no significant changes in the first
quarter of fiscal 2011 in the critical accounting policies that were disclosed in our Form 10-K for
fiscal 2010, which ended on March 31, 2011.
Results of Operations
Three and six months ended September 30, 2011 compared to the three and six months ended September
30, 2010
Beginning on April 1, 2011, management revised its reportable business segments into Wind and
Grid as a result of changes in the manner in which we disaggregate the Companys operations for
making operating decisions and assessing performance of our business segments. Previously, we had
two reportable business segments, AMSC Power Systems and AMSC Superconductors. All prior period
segment disclosures have been revised to conform to managements current view of its business
segments.
As discussed above, the disruption in our relationship with Sinovel has materially and
adversely affected our business and results of operations. Because Sinovel has accounted for more
than two-thirds of our revenues over each of the past three fiscal years, we experienced
significantly lower revenues and significant operating losses during the three and six months ended
September 30, 2011. Revenues to Sinovel represented 82% and 77% of total revenues for the three and
six months ended September 30, 2010, respectively. Since no cash payments were made by Sinovel in
the three and six months ended September 30, 2011, no revenue was recognized from Sinovel in the
three and six months ended September 30, 2011.
Revenues
Total revenues decreased by 79% and 85% to $20.8 million and $29.9 million for the three and
six months ended September 30, 2011, respectively, compared to $98.1 million and $195.3 million for
the three and six months ended September 30, 2010, respectively. Our revenues are summarized as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wind |
|
$ |
13,449 |
|
|
$ |
89,316 |
|
|
$ |
17,712 |
|
|
$ |
172,323 |
|
Grid |
|
|
7,351 |
|
|
|
8,757 |
|
|
|
12,146 |
|
|
|
22,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
20,800 |
|
|
$ |
98,073 |
|
|
$ |
29,858 |
|
|
$ |
195,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our Wind business unit accounted for 65% and 59% of total revenues for the three and six
months ended September 30, 2011, respectively, compared to 91% and 88% for the three and six months
ended September 30, 2010. Revenues in the Wind business unit decreased 85% and 90% to $13.5 million
and $17.7 million in the three and six months ended September 30, 2011, respectively, from $89.3
million and $172.3 million in the three and six months ended September 30, 2010, respectively. The
decrease in Wind business unit revenues was primarily due to the disruption in our relationship
with Sinovel, as described above.
Our Grid business unit accounted for 35% and 41% of total revenues for the three and six
months ended September 30, 2011, respectively, compared to 9% and 12% for the three and six months
ended September 30, 2010. Revenues in the Grid business unit decreased 16% and 47% to $7.4 million
and $12.1 million in the three and six months ended September 30, 2011, respectively, from $8.8
million and $23.0 million in the three and six months ended September 30, 2010, respectively.
23
The
decrease in Grid business unit revenues for the three months ended September 30, 2011 was due
primarily to reduced HTS product sales, partially offset by higher D-VAR product sales. The decrease in Grid
business unit revenues for the six months ended September 30, 2011 was due primarily to reduced
D-VAR and HTS product sales.
Revenues from significant government-funded contracts are summarized as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue earned |
|
|
Three months ended |
|
|
Six months ended |
|
|
|
Expected total |
|
|
through |
|
|
September 30, |
|
|
September 30, |
|
Project name |
|
contract value |
|
|
September 30, 2011 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
HYDRA |
|
$ |
24,908 |
|
|
$ |
11,249 |
|
|
$ |
286 |
|
|
$ |
388 |
|
|
$ |
697 |
|
|
$ |
509 |
|
LIPA I and II |
|
|
40,141 |
|
|
|
39,784 |
|
|
|
74 |
|
|
|
1,366 |
|
|
|
1,383 |
|
|
|
2,148 |
|
DOE-FCL |
|
|
7,898 |
|
|
|
6,867 |
|
|
|
82 |
|
|
|
416 |
|
|
|
314 |
|
|
|
987 |
|
NAVSEA Motor Study |
|
|
6,511 |
|
|
|
6,492 |
|
|
|
|
|
|
|
42 |
|
|
|
|
|
|
|
149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
79,458 |
|
|
$ |
64,392 |
|
|
$ |
442 |
|
|
$ |
2,212 |
|
|
$ |
2,394 |
|
|
$ |
3,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These significant projects represented 6% and 20% of the Grid business unit revenues for
the three and six months ended September 30, 2011, respectively, compared to 25% and 17% for the
three and six months ended September 30, 2010, respectively.
Project HYDRA is a contract with Consolidated Edison, Inc. which is being partially funded by
the U.S. Department of Homeland Security (DHS). DHS is expected to invest up to a total of $24.9
million in the development of a new high temperature superconductor power grid technology called
FaultBlocker cable systems. FaultBlocker cable systems are designed to utilize customized
Amperium HTS wires, and ancillary controls to deliver more power through the grid while also being
able to suppress power surges that can disrupt service. On September 15, 2011, the DHS committed an
additional $3.0 million in funding on Project HYDRA. Of the total $24.9 million in funding
expected from DHS, it has committed funding of $15.6 million to us as of September 30, 2011.
Consolidated Edison and Southwire Company are subcontractors to us on this project.
LIPA II is a project to install an HTS power cable utilizing our Amperium wire for the Long
Island Power Authority. DOE-FCL is a project to develop and demonstrate a transmission voltage
SuperLimiter fault current limiter (FCL). The NAVSEA Motor Study is a project designed to test
the 36.5 MW superconductor motor developed for the U.S. Navy.
Based on the average Euro and Renminbi exchange rates for the second quarter of fiscal 2011,
revenues denominated in these foreign currencies translated into U.S. dollars were $0.2 million
higher compared to the translation of these revenues using the average exchange rates of these
currencies for the second quarter of fiscal 2010.
The following table sets forth customers who represented 10% or more of the Companys total
revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Inox Wind, Ltd. |
|
|
24 |
% |
|
|
<10 |
% |
|
|
17 |
% |
|
|
<10 |
% |
Doosan Heavy Industries & Construction Co Ltd. |
|
|
17 |
% |
|
|
<10 |
% |
|
|
16 |
% |
|
|
<10 |
% |
Dongfang Electric Machinery Co. |
|
|
11 |
% |
|
|
|
% |
|
|
<10 |
% |
|
|
|
% |
Sinovel Wind Co., Ltd |
|
|
|
% |
|
|
82 |
% |
|
|
|
% |
|
|
77 |
% |
Cost of Revenues and Gross Margin
Cost of revenues decreased by 63% and 67% to $21.9 million and $38.9 million for the three and
six months ended September 30, 2011, compared to $59.4 million and $117.6 million for the three and
six months ended September 30, 2010. Gross margin was (5.5%) and (30.3%) for the three and six
months ended September 30, 2011, respectively, compared to 39.4% and 39.8% for the three and six
months ended September 30, 2010, respectively. The decrease in gross margin and cost of revenues in
the three and six months ended September 30, 2011 as compared to the same period in fiscal 2010 was
a result of lower sales due to the disruption in our relationship with Sinovel and unabsorbed fixed
overhead due to idle capacity. This is expected to improve in the future quarters as the wind
market in China recovers.
24
Based on the average Euro and Renminbi exchange rates for the second quarter of fiscal 2011,
cost of revenues denominated in these foreign currencies translated into U.S. dollars was $0.5
million higher compared to the translation of cost of revenues using the average exchange rates of
these currencies for the second quarter of fiscal 2010.
Operating Expenses
Research and development
A portion of our R&D expenditures related to externally funded development contracts has been
classified as cost of revenues (rather than as R&D expenses). Additionally, a portion of R&D
expenses was offset by cost-sharing funding. Our R&D expenditures are summarized as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
R&D expenses per condensed consolidated
statements of operations |
|
$ |
7,276 |
|
|
$ |
7,857 |
|
|
$ |
15,411 |
|
|
$ |
15,192 |
|
R&D expenditures reclassified as cost of revenues |
|
|
3,263 |
|
|
|
2,510 |
|
|
|
7,303 |
|
|
|
5,879 |
|
R&D expenditures offset by cost-sharing funding |
|
|
46 |
|
|
|
133 |
|
|
|
81 |
|
|
|
274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregated R&D expenses |
|
$ |
10,585 |
|
|
$ |
10,500 |
|
|
$ |
22,795 |
|
|
$ |
21,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R&D expenses (exclusive of amounts classified as cost of revenues and amounts offset by
cost-sharing funding) decreased by 7% to $7.3 million from $7.9 million for the three months ended
September 30, 2011 and increased 1% to $15.4 million from $15.2 million for the six months ended
September 30, 2011. Lower R&D expenditures for the three months ended September 30, 2011 was
primarily due to the impact of our cost reduction activities. Higher R&D expenditures for the six
months ended September 30, 2011 was primarily due to increased spending in the first quarter to
support new product development in our Wind segment, partially offset by savings from cost
reduction activities in the second quarter of fiscal 2011. The increase in R&D expenditures
reclassified to costs of revenue was a result of increased efforts under license and development
contracts for wind turbine designs compared to the prior year. Aggregated R&D expenses, which
include amounts classified as cost of revenues and amounts offset by cost-sharing funding,
increased 1% and 7% to $10.6 million and $22.8 million, or 51% and 76% of revenues for the three
and six months ended September 30, 2011, respectively, compared to $10.5 million and $21.3 million,
or 11% of revenues, for each of the three and six months ended September 30, 2010, respectively.
Growth in R&D expenses is expected to moderate going forward as a result of the restructuring
actions undertaken in fiscal 2011.
We present aggregated R&D, which is a non-GAAP measure, because we believe this presentation
provides useful information on our aggregate R&D spending and because R&D expenses as reported on
the unaudited condensed consolidated statements of income have been, and may in the future, be
subject to significant fluctuations solely as a result of changes in the level of externally funded
contract development work, resulting in significant changes in the amount of the costs recorded as
costs of revenues rather than as R&D expenses, as discussed above.
Selling, general, and administrative
SG&A expenses increased by 1% and 22% to $17.6 million and $39.6 million, or 84% and 132% of
revenues, for the three and six months ended September 30, 2011, respectively, from $17.3 million
and $32.5 million, or 18% and 17% of revenues, for each of the three and six months ended September
30, 2010, respectively. The increases in SG&A expenses were due primarily to increases in legal
fees associated with ongoing litigation as discussed in Part II, Item 1, Legal Proceedings, of
this Quarterly Report on Form 10-Q. During the three and six months ended September 30, 2011, we
incurred $3.3 million in legal fees related to Sinovel litigation. Higher legal expenses are
expected for the next several quarters as we expect to continue pursuing litigation against
Sinovel.
Write-off of advance payment
In October 2011, we terminated our previously planned acquisition of The Switch due to adverse
market conditions for a financing required to fund the acquisition. As a result, The Switch
retained a $20.6 million advance payment as a break-up fee, and we recorded a write-off of the
advance payment during the three months ended September 30, 2011.
25
Amortization of acquisition related intangibles
We recorded amortization expense related to our core technology and know-how, trade names and
trademark intangible assets of $0.3 million and $0.6 million in the three and six months ended
September 30, 2011, respectively, compared to $0.4 million and $0.8 million in the three months
ended September 30, 2010. These intangible assets are primarily a result of our AMSC Windtec
acquisition.
Restructuring and impairments
We recorded restructuring and impairment charges of $4.3 million in the three and six months
ended September 30, 2011. These amounts consist primarily of employee severance and benefit costs
of $3.3 million related to the August 2011 restructuring plan, facility exit costs of $0.1 million
associated with portions of the leased space in Klagenfurt, Austria, and impairment charges of $0.9
million on long-lived assets for which there is no remaining future economic benefit as of
September 30, 2011.
Operating (loss) income
Our operating (loss) income is summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Operating (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wind |
|
$ |
(16,336 |
) |
|
$ |
32,655 |
|
|
$ |
(40,705 |
) |
|
$ |
63,994 |
|
Grid |
|
$ |
(7,645 |
) |
|
$ |
(15,213 |
) |
|
$ |
(18,197 |
) |
|
$ |
(26,998 |
) |
Unallocated
corporate expenses |
|
$ |
(27,144 |
) |
|
$ |
(4,362 |
) |
|
$ |
(30,549 |
) |
|
$ |
(7,836 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(51,125 |
) |
|
$ |
13,080 |
|
|
$ |
(89,451 |
) |
|
$ |
29,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income for the Wind business unit decreased to an operating loss of
$16.3 million and $40.7 million in the three and six months ended September 30, 2011, respectively,
from an operating income of $32.7 million and $64.0 million in the three and six months ended
September 30, 2010, respectively. The decrease in Wind business unit operating income was primarily
due to the disruption in our relationship with Sinovel, as described above.
Operating (loss) income for the Grid business unit decreased to an operating loss of $7.6
million and $18.2 million in the three and six months ended September 30, 2011, respectively, from
an operating loss of $15.2 million and $27.0 million in the three and six months ended September
30, 2010, respectively. The decrease in Grid business unit operating loss was primarily due to
lower operating expenses as a result of the reductions in force, reduced discretionary spending and
changes to corporate allocations, partially offset by reduced DVAR revenues.
Unallocated corporate expenses primarily consist of the write-off of an advance payment to The
Switch of $20.6 million and restructuring and impairment charges of $4.3 million for the three and
six months ended September 30, 2011 and stock-based compensation expense of $2.1 million and $5.6
million for the three and six months ended September 30, 2011, respectively. Unallocated corporate
expenses primarily consist of stock-based compensation expense of $4.3 million and $7.8 million for
the three and six months ended September 30, 2010, respectively.
Interest income, net
Interest income, net, was less than $0.1 million and $0.2 million in the three and six months
ended September 30, 2011, respectively, compared to $0.2 million and $0.4 million in the three and
six months ended September 30, 2010, respectively. The decreases are due primarily to lower
interest-bearing cash balances.
Other income, net
Other income, net, was $0.4 million and $0.9 million in the three and six months ended
September 30, 2011, respectively, compared to $2.4 million and $2.6 million for the three and six
months ended September 30, 2010. The decrease
26
in other income, net primarily relates to a decrease
in foreign currency gains of $1.8 million and $0.9 million, respectively, and an increase in losses
on minority interest investments of $0.3 million and $0.7 million, respectively.
Income Taxes
In the three and six months ended September 30, 2011, we recorded income tax expense of $0.9
million and $1.1 million, respectively, compared to $7.9 million and $15.1 million in the three and
six months ended September 30, 2010, respectively. Income tax expense decreased primarily due to
the pretax losses in the three and six months ended September 30, 2011 and a full valuation
allowance against our deferred tax assets. We have provided a valuation allowance against all
deferred tax assets as of September 30, 2011, as it is more likely than not that our deferred tax
assets are not currently realizable due to the net operating losses incurred since our inception in
the U.S. and the significant write-offs in certain foreign jurisdictions in the fiscal year ended
March 31, 2011.
Non-GAAP Measures
Generally, a non-GAAP financial measure is a numerical measure of a companys performance,
financial position or cash flow that either excludes or includes amounts that are not normally
excluded or included in the most directly comparable measure calculated and presented in accordance
with GAAP. The non-GAAP measures included in this Form 10-Q, however, should be considered in
addition to, and not as a substitute for or superior to the comparable measure prepared in
accordance with GAAP.
We define non-GAAP net (loss) income as net (loss) income before amortization of
acquisition-related intangibles, restructuring and impairments, stock-based compensation, other
unusual charges and any tax effects related to these items. We believe non-GAAP net (loss) income
assists management and investors in comparing our performance across reporting periods on a
consistent basis by excluding these non-cash or non-recurring charges that we do not believe are
indicative of our core operating performance. We also regard non-GAAP net (loss) income as a useful
measure of operating performance which more closely aligns net (loss) income with cash used
in/provided by continuing operations. In addition, we use non-GAAP net (loss) income as a factor in
evaluating managements performance when determining incentive compensation and to evaluate the
effectiveness of our business strategies. A reconciliation of non-GAAP to GAAP net (loss) income is
set forth in the table below (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Net (loss) income |
|
$ |
(51,709 |
) |
|
$ |
7,839 |
|
|
$ |
(89,388 |
) |
|
$ |
17,008 |
|
Write-off of advance payment |
|
|
20,551 |
|
|
|
|
|
|
|
20,551 |
|
|
|
|
|
Stock-based compensation |
|
|
2,113 |
|
|
|
4,326 |
|
|
|
5,579 |
|
|
|
7,825 |
|
Restructuring and impairment charges |
|
|
4,301 |
|
|
|
|
|
|
|
4,301 |
|
|
|
|
|
Executive severance |
|
|
|
|
|
|
|
|
|
|
2,066 |
|
|
|
|
|
Sinovel litigation |
|
|
3,334 |
|
|
|
|
|
|
|
3,334 |
|
|
|
|
|
Provision for excess and obsolete inventory |
|
|
|
|
|
|
580 |
|
|
|
|
|
|
|
580 |
|
Adverse purchase commitment (recoveries) losses, net |
|
|
(904 |
) |
|
|
|
|
|
|
167 |
|
|
|
|
|
Margin on zero cost-basis inventory |
|
|
(127 |
) |
|
|
|
|
|
|
(127 |
) |
|
|
|
|
Value-added tax write-off |
|
|
|
|
|
|
221 |
|
|
|
|
|
|
|
432 |
|
Amortization of acquisition-related intangibles |
|
|
300 |
|
|
|
374 |
|
|
|
604 |
|
|
|
762 |
|
Tax effects |
|
|
|
|
|
|
(84 |
) |
|
|
|
|
|
|
(167 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net (loss) income |
|
$ |
(22,141 |
) |
|
$ |
13,256 |
|
|
$ |
(52,913 |
) |
|
$ |
26,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP (loss) earnings per share |
|
$ |
(0.44 |
) |
|
$ |
0.29 |
|
|
$ |
(1.04 |
) |
|
$ |
0.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding * |
|
|
50,876 |
|
|
|
46,217 |
|
|
|
50,716 |
|
|
|
46,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Diluted shares are used for periods where net income is generated. |
We incurred non-GAAP net losses of ($22.1) million and ($52.9) million, or ($0.44) and
($1.04) per share, for the three months and six months ended September 30, 2011, compared to
non-GAAP net income of $13.3 million and $26.4 or $0.29 and $0.57 per diluted share, for the three
and six months ended September 30, 2010. The decrease in non-GAAP net income was driven primarily
by a decrease in net income as described above, partially offset by the write-off of the advance
payment to The Switch, Sinovel litigation expenses and restructuring and impairment charges.
27
Liquidity and Capital Resources
At September 30, 2011, we had cash, cash equivalents, marketable securities and restricted
cash of $108.3 million, compared to $245.5 million at March 31, 2011, a decrease of $137.3 million.
Our cash and cash equivalents, marketable securities and restricted cash are summarized as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
March 31, |
|
|
|
2011 |
|
|
2011 |
|
Cash and cash equivalents |
|
$ |
93,511 |
|
|
$ |
123,783 |
|
Marketable securities |
|
|
5,378 |
|
|
|
116,126 |
|
Restricted cash |
|
|
9,374 |
|
|
|
5,566 |
|
|
|
|
|
|
|
|
Total cash, cash equivalents, marketable securities and restricted cash |
|
$ |
108,263 |
|
|
$ |
245,475 |
|
|
|
|
|
|
|
|
For the six months ended September 30, 2011, net cash used in operating activities was
$106.9 million compared to $1.9 million in the six months ended September 30, 2010. The increase in
net cash used in operations is due primarily to a decrease in net income of $106.4 million and an
increase in cash used for working capital of $23.2 million, partially offset by the write-off of
the advance payment to The Switch of $20.6 million.
For the six months ended September 30, 2011, net cash provided by investing activities was
$76.2 million compared to net cash used in investing activities of $37.3 million in the six months
ended September 30, 2010. The increase in net cash provided by investing activities for the six
months ended September 30, 2011 was driven primarily by an increase in net maturities and sales of
marketable securities of $120.9 million, a decrease in capital expenditures of $10.6 million and
decrease in purchased minority investments of $6.2 million, partially offset by the $20.6 million
advance payment to The Switch and an increase in restricted cash of $4.0 million.
For the six months ended September 30, 2011, net cash used in financing activities was $0.1
million compared to cash provided by financing activities of $1.6 million in the six months ended
September 30, 2010. The decrease in net cash provided by financing activities is primarily due to a
decrease in proceeds from exercise of employee stock options and ESPP of $1.4 million and payments
in lieu of issuance of common stock for payroll taxes of $0.3 million.
As of September 30, 2011, we had seven performance bonds in support of customer contracts to
guarantee supply of core components and software. The total value of the outstanding performance
bonds is $1.8 million with various expiration dates through March 2014. In the event that the
payment is made in accordance with the requirements of any of these performance bonds, we would
record the payment as an offset to revenue.
At September 30, 2011 and March 31, 2011, we had $8.3 million and $5.6 million, respectively,
of restricted cash included in current assets. At September 30, 2011, we had $1.1 million of
restricted cash included in long-term assets. These amounts included in restricted cash represent
deposits to secure letters of credit for various supply contracts. These deposits are held in
interest bearing accounts. We had an additional $2.2 million in unsecured letters of credit, at
September 30, 2011 and March 31, 2011, also in support of various supply contracts.
We had unused, unsecured lines of credit consisting of RMB 17.6 million (approximately $2.7
million) in China and 1.6 million (approximately $2.2 million) in Austria as of September 30,
2011. During the three months ended September 30, 2011, our unsecured credit line with the Bank of
China expired and we repaid borrowings on lines of credit of $4.6 million and there were no
borrowings outstanding as of September 30, 2011.
Our business plan anticipates a substantial decline in revenues and a substantial use of cash
from operations in our fiscal year ending March 31, 2012, particularly in light of the difficult
and uncertain current economic environment particularly in China, the significant restructuring
actions undertaken and the slowdown in the Chinese wind power market, which has accounted for more
than two-thirds of our revenues in recent fiscal years. Our plan includes a significant
restructuring undertaken in August 2011, resulting in the elimination of approximately 150
positions worldwide. Since April 1, 2011, we have eliminated approximately 30% of our workforce
and we expect to reduce annualized expenses by approximately $30 million annually as a result of
these reductions. We plan to continue to closely monitor our expenses and if required, will further
reduce operating costs and capital spending to enhance liquidity. We believe that our available
cash, together with additional reductions in operating costs and capital expenditures as necessary
will be sufficient to fund our operations, capital expenditures and other cash requirements for at
least the next twelve months. Our long-term liquidity is dependent on our ability to profitably
grow our revenues or raise additional capital as required. If necessary, we may seek
28
financing
through public or private equity offerings, debt financings, or other financing alternatives.
However, there can be no assurance that financing will be available on acceptable terms or at all.
Between April 6, 2011 and April 29, 2011, six putative securities class action complaints were
filed against us and two of our officers in the United States District Court for the District of
Massachusetts. On May 12, 2011, an additional complaint was filed against us, our officers and
directors, and the underwriters who participated in our November 12, 2010 securities offering. On
June 7, 2011, the United States District Court for the District of Massachusetts consolidated these
actions under the caption Lenartz v. American Superconductor Corporation, et al. Docket No.
1:11-cv-10582-WGY. On June 16, 2011, the court appointed the law firm Robbins Geller Rudman & Dowd
LLP as Lead Counsel and the Plumbers and Pipefitters National Pension Fund as Lead Plaintiff.
On August 31, 2011, the Lead Plaintiff filed a consolidated amended complaint against us, our
officers and directors, and the underwriters who participated in our November 12, 2010 securities
offering, asserting claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as well as under sections 11,
12(a)(2) and 15 of the Securities Act of 1933. The complaint alleges that during the relevant
class period, we and our officers omitted to state material facts and made materially false and
misleading statements relating to, among other things, our projected and recognized revenues and
earnings, as well as our relationship with Sinovel Wind Group Co., Ltd. that artificially inflated
the value of our stock price. The complaint further alleges that our November 12, 2010 securities
offering contained untrue statements of material facts and omitted to state material facts required
to be stated therein. The plaintiffs seek unspecified damages, rescindment of our November 12, 2010
securities offering, and an award of costs and expenses, including attorneys fees.
On April 27, 2011, a putative shareholder derivative complaint was filed against us (as a
nominal defendant) and each of our current directors in Superior Court for the Commonwealth of
Massachusetts, Worcester County. The case is captioned Segel v. Yurek, et al., Docket No. 11-0787.
Between May 4, 2011 and June 17, 2011, four additional putative shareholder derivative complaints
were filed in the United States District Court for the District of Massachusetts against us and
certain of our directors and officers. The cases are captioned Weakley v. Yurek, et al., Docket
No. 1:11-cv-10784; Marlborough Family Revocable Trust v. Yurek, et al., Docket No. 1:11-cv-10825;
Connors v. Yurek, et al., Docket No. 1:11-cv-10910; and Hurd v. Yurek, et al., Docket No.
1:11-cv-11102. On June 1, 2011, the plaintiff in Marlborough Family Revocable Trust v. Yurek, et
al. moved to voluntarily dismiss its complaint and refiled its complaint in Superior Court for the
Commonwealth of Massachusetts, Middlesex County, on June 3, 2011. The case is now captioned
Marlborough Family Revocable Trust v. Yurek, et al., Docket No. 11-1961. The Superior Court in
Worcester County granted the plaintiffs motion to transfer in Segel v. Yurek et al. to the
Superior Court for the Commonwealth of Massachusetts, Middlesex County on June 23, 2011, and that
matter is now captioned Segel v. Yurek et al., Docket No. 11-2269. On July 5, 2011, the Weakley,
Connors and Hurd actions were consolidated in United States District Court for the District of
Massachusetts. That matter is now captioned In re American Superconductor Corporation Derivative
Litigation, Docket No. 1:11-cv-10784. On June 1, 2011, the plaintiff in Marlborough Family
Revocable Trust v. Yurek, et al. moved to voluntarily dismiss its complaint and, on June 3, 2011,
refiled its complaint in Superior Court for the Commonwealth of Massachusetts, Middlesex County.
The Superior Court in Worcester County granted the plaintiffs motion to transfer in Segel v. Yurek
et al. to the Superior Court for the Commonwealth of Massachusetts, Middlesex County on June 23,
2011. On September 7, 2011, the Marlborough and Segel actions were consolidated in Superior Court
for the Commonwealth of Massachusetts, Middlesex County. The case is now captioned Marlborough
Family Revocable Trust v. Yurek, et al., Docket No. 11-1961. The allegations of the derivative
complaints mirror the allegations made in the putative class action complaints described above.
The plaintiffs purport to assert claims against the director defendants for breach of fiduciary
duty, abuse of control, gross mismanagement and corporate waste. The plaintiffs seek unspecified
damages on behalf of us, as well as an award of costs and expenses, including attorneys fees.
If a matter is both probable to result in liability and the amounts of loss can be reasonably
estimated, we estimate and disclose the possible loss or range of loss. With respect to the above
referenced litigation matters, such an estimate cannot be made. There are numerous factors that
make it difficult to meaningfully estimate possible loss or range of loss at this stage of these
litigation matters, including that: the proceedings are in relatively early stages, there are
significant factual and legal issues to be resolved, information obtained or rulings made during
the lawsuits could affect the methodology for calculation of rescission and the related statutory
interest rate. In addition, with respect to claims where damages are the requested relief, no
amount of loss or damages has been specified. Therefore, we are unable at this time to estimate
possible losses. We believe that these litigations are without merit, and we intend to defend
these actions vigorously.
On September 13, 2011, we commenced a series of legal actions in China against Sinovel Wind
Group Co. Ltd. (Sinovel). Our Chinese subsidiary, Suzhou AMSC Superconductor Co. Ltd., filed a
claim for arbitration with the Beijing Arbitration Commission in accordance with the terms of our
supply contracts with Sinovel. The case is captioned (2011) Jin Zhong An Zi No. 0693. On March 31,
2011, Sinovel refused to accept contracted shipments of 1.5 megawatt (MW) and 3
29
MW wind turbine
core electrical components and spare parts that we were prepared to deliver. We allege that these
actions constitute material breaches of our contracts because Sinovel did not give us notice that
it intended to delay deliveries as required under the contracts. Moreover, we allege that Sinovel
has refused to pay past due amounts for prior shipments of core electrical components and spare parts. We are seeking compensation for past product
shipments (including interest) and monetary damages in the amount of approximately RMB
430 million ($67 million) due to Sinovels breaches of our contracts. We are also seeking specific
performance of our existing contracts as well as reimbursement of all costs and reasonable expenses
with respect to the arbitration. The value of the undelivered components under the
existing contracts, including the deliveries refused by Sinovel in March 2011, amounts to
approximately RMB 4.6 billion ($720 million).
On October 8, 2011, Sinovel filed with the Beijing Arbitration Commission an application under
the caption (2011) Jin Zhong An Zi No. 0693, for a counterclaim against the Company for breach of
the same contracts under which the Company filed its original arbitration claim. Sinovel claimed,
among other things, that the goods supplied by the Company do not conform to the standards
specified in the contracts and claimed damages in the amount of approximately RMB 370 millon ($58
million). On October 17, 2011, Sinovel filed with the Beijing Arbitration Commission a request for
change of counterclaim to increase its damage claim to approximately RMB 1 billion ($157 million).
Deducting the RMB 430 million ($67 million) claimed by the Company, the net amount of damages
claimed by Sinovel is approximately RMB 570 million ($89 million). We believe that Sinovels
claims are without merit and we intend to defend these actions vigorously. Since the proceedings in
this matter are in relatively early stages, we cannot reasonably estimate possible losses or range
of losses at this time.
We also submitted a civil action application to the Beijing No. 1 Intermediate Peoples Court
under the caption (2011) Yi Zhong Min Chu Zi No. 15524, against Sinovel for software copyright
infringement on September 13, 2011. The application alleges Sinovels unauthorized use of portions
of our wind turbine control software source code developed for Sinovels 1.5MW wind turbines and
the binary code, or upper layer, of our software for the PM3000 power converters in 1.5MW wind
turbines. In July 2011, a former employee of our AMSC Windtec GmbH subsidiary was arrested in
Austria on charges of economic espionage and fraudulent manipulation of data. In September 2011,
the former employee pled guilty to the charges, and he is currently serving a prison sentence. As
a result of our internal investigation and a criminal investigation conducted by Austrian
authorities, we believe that this former employee was contracted by Sinovel through an intermediary
while employed by us and improperly obtained and transferred to Sinovel portions of our wind
turbine control software source code developed for Sinovels 1.5MW wind turbines. Moreover, we
believe the former employee illegally used source code to develop for Sinovel a software
modification to circumvent the encryption and remove technical protection measures on the PM3000
power converters in 1.5MW wind turbines in the field. We are seeking a cease and desist order with
respect to the unauthorized copying, installation and use of our software, monetary damages of
approximately RMB 38 million ($6 million) for our economic losses and reimbursement of all costs
and reasonable expenses. The court has accepted the case, which was necessary in order for the
case to proceed.
We submitted a civil action application to the Beijing Higher Peoples Court against Sinovel
and certain of its employees for trade secret infringement on September 13 2011 under the caption
(2011) Gao Min Chu Zi No. 4193. The application alleges the defendants unauthorized use of
portions of our wind turbine control software source code developed for Sinovels 1.5MW wind
turbines as described above with respect to the Copyright Action. We are seeking monetary damages
of RMB 2.9 billion ($453 million) for the trade secret infringement as well as reimbursement of all
costs and reasonable expenses. The court has accepted the case, which was necessary in order for
the case to proceed.
On September 16, 2011, we filed a civil copyright infringement complaint in the Hainan
Province No. 1 Intermediate Peoples Court against Dalian Guotong Electric Co. Ltd. (Guotong), a
supplier of power converter products to Sinovel, and Huaneng Hainan Power, Inc., a wind farm
operator that has purchased Sinovel wind turbines containing Goutong power converter products. The
case is captioned (2011) Hainan Yi Zhong Min Chu Zi No. 62. The application alleges that our
PM1000 converters in certain Sinovel wind turbines have been replaced by converters produced by
Guotong. Because the Guotong converters are being used in wind turbines containing our wind turbine
control software, we believe that our copyrighted software is being infringed. We are seeking a
cease and desist order with respect to the unauthorized use of our software, monetary damages of
RMB 1.2 million ($0.2 million) for our economic losses (with respect to Guotong only) and
reimbursement of all costs and reasonable expenses. The court has accepted the case, which was
necessary in order for the case to proceed. In addition, upon the request of the defendant Huaneng
Hainan Power, Inc, Sinovel has been added by the court to this case as a defendant.
30
Ghodawat Energy Pvt Ltd (Ghodawat), a company registered in India carrying on the business
of wind power development, lodged a Request for Arbitration with the Secretariat of the ICC
International Court of Arbitration on May 12, 2011 and named AMSC Windtec GmbH (AMSC Windtec) as
the Respondent. Under the Request for Arbitration, Ghodawat alleges that AMSC Windtec breached an
agreement dated March 19, 2008 pursuant to which AMSC Windtec
granted a license to Ghodawat to manufacture, use, sell, market, erect, commission and
maintain certain wind turbines using its technical information and wind turbine design (the
License Agreement). Under the Request for Arbitration, Ghodawats claims in this arbitration
amount to approximately 18 million ($24 million). AMSC Windtec filed an Answer to Request for
Arbitration and Counterclaim (Answer and Counterclaim), in which AMSC Windtec denied Ghodawats
claims in their entirety. AMSC Windtec has also submitted counterclaims under the License
Agreement against Ghodawat in the amount of approximately 6 million ($9 million). Ghodawat has
filed a Reply to Answer to Request for Arbitration and Counterclaim in which it denies AMSC
Windtecs counterclaims. The arbitration proceedings are currently ongoing. We have recorded a
loss contingency based on our assessment of probable losses on this claim, however this amount is
immaterial to our consolidated financial statements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, as defined under SEC rules, such as
relationships with unconsolidated entities or financial partnerships, which are often referred to
as structured finance or special purpose entities, established for the purpose of facilitating
transactions that are not required to be reflected on our balance sheet except as discussed below.
We occasionally enter into construction contracts that include a performance bond. As these
contracts progress, we continually assess the probability of a payout from the performance bond.
Should we determine that such a payout is probable, we would record a liability.
In addition, the Company has various contractual arrangements in which minimum quantities of
goods or services have been committed to be purchased on an annual basis.
Recent Accounting Pronouncements
In January 2010, we adopted Accounting Standards Update (ASU) No. 2010-06, Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This
standard amends the disclosure guidance with respect to fair value measurements for both interim
and annual reporting periods. Specifically, this standard requires new disclosures for significant
transfers of assets or liabilities between Level 1 and Level 2 in the fair value hierarchy;
separate disclosures for purchases, sales, issuance and settlements of Level 3 fair value items on
a gross, rather than net basis; and more robust disclosure of the valuation techniques and inputs
used to measure Level 2 and Level 3 assets and liabilities. We have included these new disclosures,
as applicable, in Note 3, Marketable Securities and Fair Value Disclosures, of our consolidated
financial statements.
In December 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-29, Business
Combinations (Topic 805), Disclosure of Supplementary Pro forma Information for Business
Combinations a consensus of the FASB Emerging Issues Task Force (ASC 2010-29). This amendment
clarifies the periods for which pro forma financial information is presented. The disclosures
include pro forma revenue and earnings of the combined entity for the current reporting period as
though the acquisition date for all business combinations that occurred during the year had been as
of the beginning of the annual reporting period. If comparative financial statements are presented,
the pro forma revenue and earnings of the combined entity for the comparable prior reporting period
should be reported as though the acquisition date for all business combinations that occurred
during the current year had been as of the beginning of the comparable prior annual reporting
period. ASU 2010-29 is effective prospectively for business combinations that occur on or after
the beginning of the first annual reporting period beginning after December 15, 2010. We do not
expect the adoption of ASU 2011-04 to have a material impact on our consolidated results of
operations, financial condition, or cash flows.
In June 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive
Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 requires entities to present
net income and other comprehensive income in either a single continuous statement or in two
separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is
effective for fiscal years and interim periods beginning after December 15, 2011. We do not expect
the adoption of ASU 2011-04 to have a material impact on our consolidated results of operations,
financial condition, or cash flows.
31
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We face exposure to financial market risks, including adverse movements in foreign currency
exchange rates and changes in interest rates. These exposures may change over time as our business
practices evolve and could have a material adverse impact on our financial results.
Primary market risk
Our exposure to market risk through financial instruments, such as investments in marketable
securities, is limited to interest rate risk and is not material. Our investments in marketable
securities consist primarily of government-backed securities and commercial paper and are designed,
in order of priority, to preserve principal, provide liquidity, and maximize income. Investments
are monitored to limit exposure to mortgage-backed securities and similar instruments responsible
for the recent turmoil in the credit markets. Interest rates are variable and fluctuate with
current market conditions. We do not believe that a 10% change in interest rates would have a
material impact on our financial position or results of operations.
Foreign currency exchange risk
The functional currency of each of our foreign subsidiaries is the U.S. dollar, except for our
Austrian subsidiary, for which the local currency (Euro) is the functional currency, and our
Chinese subsidiary, for which the local currency (Renminbi) is the functional currency. The assets
and liabilities of these foreign subsidiaries are translated into U.S. dollars at the exchange rate
in effect at the balance sheet date and income and expense items are translated at average rates
for the period. Cumulative translation adjustments are excluded from net income (loss) and shown as
a separate component of stockholders equity.
We face exposure to movements in foreign currency exchange rates whenever we, or any of our
subsidiaries, enter into transactions with third parties that are denominated in currencies other
than our functional currency. Intercompany transactions between entities that use different
functional currencies also expose us to foreign currency risk. Gross margins of products we
manufacture in the U.S and sell in currencies other than the U.S. dollar are also affected by
foreign currency exchange rate movements. In addition, a portion of our earnings is generated by
our foreign subsidiaries, whose functional currencies are other than the U.S. dollar, and our
revenues and earnings could be materially impacted by movements in foreign currency exchange rates
upon the translation of the earnings of such subsidiaries into the U.S. dollar.
Foreign currency gains included in net loss were $1.1 million and $2.3 million for the three
and six months ended September 30, 2011, respectively. Foreign currency gains included in net
income were $2.9 million and $3.2 million for the three and six months ended September 30, 2010,
respectively.
32
ITEM 4. CONTROLS AND PROCEDURES
Overview
Our management previously identified material weaknesses in internal control over financial
reporting related to revenues and accounts receivable balances as fees were not fixed or
determinable or collectability was not reasonably assured at the time revenue was recognized, which
is described in our Annual Report on Form 10-K for the year ended March 31, 2011. During fiscal
2011 through the date of this filing, management has been focused on remediating these material
weaknesses. The remediation process is ongoing but it is not yet complete. There was no change in
internal control over financial reporting during the quarter ended September 30, 2011 that has
materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting. The following discussion sets forth a summary of managements evaluation of
our disclosure controls and procedures as of September 30, 2011.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30,
2011. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act, means controls and other procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by
a company in the reports that it files or submits under the Exchange Act is accumulated and
communicated to the companys management, including its principal executive and principal financial
officers, as appropriate to allow timely decisions regarding required disclosure. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving their objectives and management necessarily applies its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures were not effective as of September 30, 2011 because of the
previously identified material weaknesses in internal control over financial reporting discussed
below.
Notwithstanding the material weaknesses described below, management believes that the
unaudited condensed consolidated financial statements included in this Quarterly Report on Form
10-Q fairly present, in all material respects, our financial condition, results of operations and
cash flows for the periods presented in conformity with accounting principles generally accepted in
the United States (GAAP).
This section of Item 4, Controls and Procedures, should be read in conjunction with Item 9A.
Controls and Procedures, included in our Annual Report on Form 10-K for the fiscal year ended
March 31, 2011.
Material Weaknesses
As of September 30, 2011, the unremediated material weaknesses were as follows:
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we did not maintain adequately designed controls to ensure accurate recognition of
revenue in accordance with GAAP. Specifically, controls were not effective to ensure
that deviations from contractually established payment terms were identified,
communicated and authorized; |
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we did not maintain adequate controls to ensure proper monitoring and evaluation of
customer creditworthiness, including the collectability of amounts due from customers
and appropriate revenue recognition; |
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we did not maintain a sufficient complement of personnel involved with business in
our foreign locations with the appropriate level of knowledge, experience and training
in the application of GAAP to ensure revenue transactions were appropriately reflected
in the financial statements based on the terms and conditions of the sales contracts;
and |
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we did not establish and maintain, procedures to ensure proper oversight and
review, by senior management, of customer relationships to ensure appropriate
communication of relevant considerations to determine accounting judgments with
respect to revenue recognition. |
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Remediation of Material Weaknesses
As of the date of this filing, the status of our remediation efforts with regards to the above
material weaknesses is as follows:
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we have established formal, written policies and procedures governing the customer
credit process; |
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we have implemented improved procedures to ensure the proper review and
documentation of customer creditworthiness; |
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we have established a new worldwide revenue manager position in finance with GAAP
experience to ensure accuracy of revenue recognition; |
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we are in the process of improving procedures to ensure the proper communication,
approval and accounting review of deviations from sales contracts; |
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we plan to provide additional and on-going training to product managers and others
involved in negotiating contractual arrangements and accounting for revenue
transactions, in order to heighten awareness of revenue recognition concepts under
GAAP; and |
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we are in the process of improving the internal communication process for senior
management. During monthly operations reviews time is devoted to senior management
review of pending operational and accounting issues for the current quarter. |
Management is committed to a strong internal control environment and believes that, when fully
implemented and tested, the measures described above will improve our internal control over
financial reporting. We will continue to assess the effectiveness of our remediation efforts in
connection with our future assessments of the effectiveness of internal control over financial
reporting.
Changes in Internal Control over Financial Reporting
Except as discussed above, there were no changes in our internal control over financial
reporting during the quarter ended September 30, 2011 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
34
PART IIOTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Between April 6, 2011 and April 29, 2011, six putative securities class action complaints were
filed against us and two of our officers in the United States District Court for the District of
Massachusetts. On May 12, 2011, an additional complaint was filed against us, our officers and
directors, and the underwriters who participated in our November 12, 2010 securities offering. On
June 7, 2011, the United States District Court for the District of Massachusetts consolidated these
actions under the caption Lenartz v. American Superconductor Corporation, et al. Docket No.
1:11-cv-10582-WGY. On June 16, 2011, the court appointed the law firm Robbins Geller Rudman & Dowd
LLP as Lead Counsel and the Plumbers and Pipefitters National Pension Fund as Lead Plaintiff.
On August 31, 2011, the Lead Plaintiff filed a consolidated amended complaint against us, our
officers and directors, and the underwriters who participated in our November 12, 2010 securities
offering, asserting claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as well as under sections 11,
12(a)(2) and 15 of the Securities Act of 1933. The complaint alleges that during the relevant
class period, we and our officers omitted to state material facts and made materially false and
misleading statements relating to, among other things, our projected and recognized revenues and
earnings, as well as our relationship with Sinovel Wind Group Co., Ltd. that artificially inflated
the value of our stock price. The complaint further alleges that our November 12, 2010 securities
offering contained untrue statements of material facts and omitted to state material facts required
to be stated therein. The plaintiffs seek unspecified damages, rescindment of our November 12, 2010
securities offering, and an award of costs and expenses, including attorneys fees.
On April 27, 2011, a putative shareholder derivative complaint was filed against us (as a
nominal defendant) and each of our current directors in Superior Court for the Commonwealth of
Massachusetts, Worcester County. The case is captioned Segel v. Yurek, et al., Docket No. 11-0787.
Between May 4, 2011 and June 17, 2011, four additional putative shareholder derivative complaints
were filed in the United States District Court for the District of Massachusetts against us and
certain of our directors and officers. The cases are captioned Weakley v. Yurek, et al., Docket
No. 1:11-cv-10784; Marlborough Family Revocable Trust v. Yurek, et al., Docket No. 1:11-cv-10825;
Connors v. Yurek, et al., Docket No. 1:11-cv-10910; and Hurd v. Yurek, et al., Docket No.
1:11-cv-11102. On June 1, 2011, the plaintiff in Marlborough Family Revocable Trust v. Yurek, et
al. moved to voluntarily dismiss its complaint and refiled its complaint in Superior Court for the
Commonwealth of Massachusetts, Middlesex County, on June 3, 2011. The case is now captioned
Marlborough Family Revocable Trust v. Yurek, et al., Docket No. 11-1961. The Superior Court in
Worcester County granted the plaintiffs motion to transfer in Segel v. Yurek et al. to the
Superior Court for the Commonwealth of Massachusetts, Middlesex County on June 23, 2011, and that
matter is now captioned Segel v. Yurek et al., Docket No. 11-2269. On July 5, 2011, the Weakley,
Connors and Hurd actions were consolidated in United States District Court for the District of
Massachusetts. That matter is now captioned In re American Superconductor Corporation Derivative
Litigation, Docket No. 1:11-cv-10784. On June 1, 2011, the plaintiff in Marlborough Family
Revocable Trust v. Yurek, et al. moved to voluntarily dismiss its complaint and, on June 3, 2011,
refiled its complaint in Superior Court for the Commonwealth of Massachusetts, Middlesex County.
The Superior Court in Worcester County granted the plaintiffs motion to transfer in Segel v. Yurek
et al. to the Superior Court for the Commonwealth of Massachusetts, Middlesex County on June 23,
2011. On September 7, 2011, the Marlborough and Segel actions were consolidated in Superior Court
for the Commonwealth of Massachusetts, Middlesex County. The case is now captioned Marlborough
Family Revocable Trust v. Yurek, et al., Docket No. 11-1961. The allegations of the derivative
complaints mirror the allegations made in the putative class action complaints described above.
The plaintiffs purport to assert claims against the director defendants for breach of fiduciary
duty, abuse of control, gross mismanagement and corporate waste. The plaintiffs seek unspecified
damages on behalf of us, as well as an award of costs and expenses, including attorneys fees.
If a matter is both probable to result in liability and the amounts of loss can be reasonably
estimated, we estimate and disclose the possible loss or range of loss. With respect to the above
referenced litigation matters, such an estimate cannot be made. There are numerous factors that
make it difficult to meaningfully estimate possible loss or range of loss at this stage of these
litigation matters, including that: the proceedings are in relatively early stages, there are
significant factual and legal issues to be resolved, information obtained or rulings made during
the lawsuits could affect the methodology for calculation of rescission and the related statutory
interest rate. In addition, with respect to claims where damages are the requested relief, no
amount of loss or damages has been specified. Therefore, we are unable at this time to estimate
possible losses. We believe that these litigations are without merit, and we intend to defend
these actions vigorously.
On September 13, 2011, we commenced a series of legal actions in China against Sinovel Wind
Group Co. Ltd. (Sinovel). Our Chinese subsidiary, Suzhou AMSC Superconductor Co. Ltd., filed a
claim for arbitration with the Beijing
35
Arbitration Commission in accordance with the terms of our
supply contracts with Sinovel. The case is captioned (2011) Jin Zhong An Zi No. 0693. On March 31,
2011, Sinovel refused to accept contracted shipments of 1.5 megawatt (MW) and 3
MW wind turbine core electrical components and spare parts that we were prepared to deliver.
We allege that these actions constitute material breaches of our contracts because Sinovel did not
give us notice that it intended to delay deliveries as required under the contracts. Moreover, we
allege that Sinovel has refused to pay past due amounts for prior shipments of core electrical
components and spare parts. We are seeking compensation for past product shipments (including
interest) and monetary damages in the amount of approximately RMB 430 million ($67
million) due to Sinovels breaches of our contracts. We are also seeking specific performance of
our existing contracts as well as reimbursement of all costs and reasonable expenses with respect
to the arbitration. The value of the undelivered components under the existing contracts,
including the deliveries refused by Sinovel in March 2011, amounts to approximately RMB 4.6 billion
($720 million).
On October 8, 2011, Sinovel filed with the Beijing Arbitration Commission an application under
the caption (2011) Jin Zhong An Zi No. 0693, for a counterclaim against the Company for breach of
the same contracts under which the Company filed its original arbitration claim. Sinovel claimed,
among other things, that the goods supplied by the Company do not conform to the standards
specified in the contracts and claimed damages in the amount of approximately RMB 370 millon ($58
million). On October 17, 2011, Sinovel filed with the Beijing Arbitration Commission a request for
change of counterclaim to increase its damage claim to approximately RMB 1 billion ($157 million).
Deducting the RMB 430 million ($67 million) claimed by the Company, the net amount of damages
claimed by Sinovel is approximately RMB 570 million ($89 million). We believe that Sinovels claims
are without merit and we intend to defend these actions vigorously. Since the proceedings in this
matter are in relatively early stages, we cannot reasonably estimate possible losses or range of
losses at this time.
We also submitted a civil action application to the Beijing No. 1 Intermediate Peoples Court
under the caption (2011) Yi Zhong Min Chu Zi No. 15524, against Sinovel for software copyright
infringement on September 13, 2011. The application alleges Sinovels unauthorized use of portions
of our wind turbine control software source code developed for Sinovels 1.5MW wind turbines and
the binary code, or upper layer, of our software for the PM3000 power converters in 1.5MW wind
turbines. In July 2011, a former employee of our AMSC Windtec GmbH subsidiary was arrested in
Austria on charges of economic espionage and fraudulent manipulation of data. In September 2011,
the former employee pled guilty to the charges, and he is currently serving a prison sentence. As
a result of our internal investigation and a criminal investigation conducted by Austrian
authorities, we believe that this former employee was contracted by Sinovel through an intermediary
while employed by us and improperly obtained and transferred to Sinovel portions of our wind
turbine control software source code developed for Sinovels 1.5MW wind turbines. Moreover, we
believe the former employee illegally used source code to develop for Sinovel a software
modification to circumvent the encryption and remove technical protection measures on the PM3000
power converters in 1.5MW wind turbines in the field. We are seeking a cease and desist order with
respect to the unauthorized copying, installation and use of our software, monetary damages of
approximately RMB 38 million ($6 million) for our economic losses and reimbursement of all costs
and reasonable expenses. The court has accepted the case, which was necessary in order for the
case to proceed.
We submitted a civil action application to the Beijing Higher Peoples Court against Sinovel
and certain of its employees for trade secret infringement on September 13 2011 under the caption
(2011) Gao Min Chu Zi No. 4193. The application alleges the defendants unauthorized use of
portions of our wind turbine control software source code developed for Sinovels 1.5MW wind
turbines as described above with respect to the Copyright Action. We are seeking monetary damages
of RMB 2.9 billion ($453 million) for the trade secret infringement as well as reimbursement of all
costs and reasonable expenses. The court has accepted the case, which was necessary in order for
the case to proceed.
On September 16, 2011, we filed a civil copyright infringement complaint in the Hainan
Province No. 1 Intermediate Peoples Court against Dalian Guotong Electric Co. Ltd. (Guotong), a
supplier of power converter products to Sinovel, and Huaneng Hainan Power, Inc., a wind farm
operator that has purchased Sinovel wind turbines containing Goutong power converter products. The
case is captioned (2011) Hainan Yi Zhong Min Chu Zi No. 62. The application alleges that our
PM1000 converters in certain Sinovel wind turbines have been replaced by converters produced by
Guotong. Because the Guotong converters are being used in wind turbines containing our wind turbine
control software, we believe that our copyrighted software is being infringed. We are seeking a
cease and desist order with respect to the unauthorized use of our software, monetary damages of
RMB 1.2 million ($0.2 million) for our economic losses (with respect to Guotong only) and
reimbursement of all costs and reasonable expenses. The court has accepted the case, which was
necessary in order for the case to proceed. In addition, upon the request of the defendant Huaneng
Hainan Power, Inc, Sinovel has been added by the court to this case as a defendant.
36
Ghodawat Energy Pvt Ltd (Ghodawat), a company registered in India carrying on the business
of wind power
development, lodged a Request for Arbitration with the Secretariat of the ICC International
Court of Arbitration on May 12, 2011 and named AMSC Windtec GmbH (AMSC Windtec) as the
Respondent. Under the Request for Arbitration, Ghodawat alleges that AMSC Windtec breached an
agreement dated March 19, 2008 pursuant to which AMSC Windtec granted a license to Ghodawat to
manufacture, use, sell, market, erect, commission and maintain certain wind turbines using its
technical information and wind turbine design (the License Agreement). Under the Request for
Arbitration, Ghodawats claims in this arbitration amount to approximately 18 million ($24
million). AMSC Windtec filed an Answer to Request for Arbitration and Counterclaim (Answer and
Counterclaim), in which AMSC Windtec denied Ghodawats claims in their entirety. AMSC Windtec has
also submitted counterclaims under the License Agreement against Ghodawat in the amount of
approximately 6 million ($9 million). Ghodawat has filed a Reply to Answer to Request for
Arbitration and Counterclaim in which it denies AMSC Windtecs counterclaims. The arbitration
proceedings are currently ongoing. We have recorded a loss contingency based on our assessment of
probable losses on this claim, however this amount is immaterial to our consolidated financial
statements.
ITEM 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. In addition to the other
information set forth in this Quarterly Report on Form 10-Q, you should carefully consider factors
discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended
March 31, 2011, which could materially affect our business, financial condition or future results.
To the best of our knowledge, as of the date of this report there has been no material change in
any risk factors described in our Annual Report on Form 10-K, except for deleting the risk factors
entitled We will require significant additional funding and may be unable to raise capital when
needed, which could force us to delay, reduce or eliminate planned activities, including the
planned acquisition of The Switch Engineering Oy, If we fail to complete the planned acquisition
of The Switch, our operating results and financial condition could be harmed and the price of our
common stock could decline and Completion of the planned acquisition of The Switch could present
certain risks following the Companys termination of its agreement to acquire The Switch due to
adverse market conditions for a financing required to fund the acquisition. In addition, we have
added the following risk factor:
We may require additional funding in the future and may be unable to raise capital when needed.
As of September 30, 2011, we had approximately $108.3 million of cash, cash equivalents,
marketable securities and restricted cash. We plan to continue to closely monitor our expenses and
if required, will further reduce operating costs and capital spending to enhance liquidity. We
believe that our available cash, together with additional reductions in operating costs and capital
expenditures as necessary will be sufficient to fund our operations, capital expenditures and other
cash requirements for at least the next twelve months. Our long-term liquidity is dependent on our
ability to profitably grow our revenues or raise additional capital as required. If necessary, we
may seek financing through public or private equity offerings, debt financings, or other financing
alternatives. However, there can be no assurance that financing will be available on acceptable
terms or at all.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 6. EXHIBITS
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits
filed as part of this quarterly report, which Exhibit Index is incorporated herein by this
reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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AMERICAN SUPERCONDUCTOR CORPORATION
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By: |
/s/ David A. Henry
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Date: November 9, 2011 |
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David A. Henry |
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Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1
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Severance Agreement dated as of July 26, 2011 between the Registrant and John R. Collett |
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10.2
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Severance Agreement dated as of September 12, 2011 between the Registrant and Charles W.
Stankiewicz |
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10.3
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Executive Incentive Plan for the fiscal year ending March 31, 2012 |
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31.1
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Chief Executive OfficerCertification 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 |
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31.2
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Chief Financial OfficerCertification 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 |
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32.1
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Chief Executive OfficerCertification 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 |
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32.2
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Chief Financial OfficerCertification 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 |
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101.INS
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XBRL Instance Document.** |
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101.SCH
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XBRL Taxonomy Extension Schema Document.** |
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101.CAL
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XBRL Taxonomy Calculation Linkbase Document.** |
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101.LAB
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XBRL Taxonomy Label Linkbase Document.** |
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101.PRE
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XBRL Taxonomy Presentation Linkbase Document.** |
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101.DEF
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XBRL Taxonomy Definition Linkbase Document.** |
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** |
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submitted electronically herewith |
Attached as Exhibits 101 to this report are the following formatted in XBRL (Extensible Business
Reporting Language): (i) Condensed Consolidated Statements of Income for the three and six months
ended September 30, 2011 and 2010, (ii) Condensed Consolidated Balance Sheets as of September 30,
2011 and March 31, 2011, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income for
the three and six months ended September 30, 2011 and 2010, (iv) Condensed Consolidated Statements
of Cash Flows for the six months ended September 30, 2011 and 2010, and (v) Notes to Condensed
Consolidated Financial Statements.
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this
Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus
for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed
for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not
subject to liability under these sections.
39