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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


 

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2024

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)

 


 

Delaware

04-2959321

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

114 East Main St. Ayer, Massachusetts

01432

(Address of principal executive offices)

(Zip Code)

 

(978) 842-3000

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock,
$0.01 par value per share

AMSC

Nasdaq Global Select Market

 

 

 

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  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).     Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No   ☒

Shares outstanding of the Registrant’s common stock:

 

Common Stock, par value $0.01 per share

 

38,295,761

Class

 

Outstanding as of August 2, 2024

 



 

 

 

 
 

AMERICAN SUPERCONDUCTOR CORPORATION

INDEX

 

 

 

Page No.

PART I—FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

3

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

35

 

 

 

Item 4.

Controls and Procedures

35

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

36

 

 

 

Item 1A.

Risk Factors

36

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

36

 

 

 

Item 3.

Defaults Upon Senior Securities

36

 

 

 

Item 4.

Mine Safety Disclosure

36

 

 

 

Item 5.

Other Information

36

 

 

 

Item 6.

Exhibits

37

 

 

 

Signature

 

38

 

2

 

 

AMERICAN SUPERCONDUCTOR CORPORATION

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

  

June 30, 2024

  

March 31, 2024

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $93,455  $90,522 

Accounts receivable, net

  23,529   26,325 

Inventory, net

  45,149   41,857 

Prepaid expenses and other current assets

  10,424   7,295 

Restricted cash

  468   468 

Total current assets

  173,025   166,467 
         

Property, plant and equipment, net

  10,529   10,861 

Intangibles, net

  5,957   6,369 

Right-of-use assets

  4,096   2,557 

Goodwill

  43,471   43,471 

Restricted cash

  1,600   1,290 

Deferred tax assets

  1,114   1,119 

Other assets

  351   637 

Total assets

 $240,143  $232,771 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        
         

Current liabilities:

        

Accounts payable and accrued expenses

 $22,309  $24,235 

Lease liability, current portion

  862   716 

Debt, current portion

  9   25 

Contingent consideration

  7,020   3,100 

Deferred revenue, current portion

  55,984   50,732 

Total current liabilities

  86,184   78,808 
         

Deferred revenue, long-term portion

  6,929   7,097 

Lease liability, long-term portion

  3,359   1,968 

Deferred tax liabilities

  300   300 

Other liabilities

  27   27 

Total liabilities

  96,799   88,200 
         

Commitments and Contingencies (Note 16)

          
         

Stockholders' equity:

        

Common stock

  374   373 

Additional paid-in capital

  1,214,320   1,212,913 

Treasury stock

  (3,765)  (3,639)

Accumulated other comprehensive income

  1,597   1,582 

Accumulated deficit

  (1,069,182)  (1,066,658)

Total stockholders' equity

  143,344   144,571 

Total liabilities and stockholders' equity

 $240,143  $232,771 

 

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)

 

   

Three Months Ended

 
   

June 30,

 
   

2024

   

2023

 

Revenues

  $ 40,290     $ 30,254  
                 

Cost of revenues

    28,065       23,972  
                 

Gross margin

    12,225       6,282  
                 

Operating expenses:

               

Research and development

    2,286       1,853  

Selling, general and administrative

    8,898       7,868  

Amortization of acquisition-related intangibles

    412       538  

Change in fair value of contingent consideration

    3,920       1,350  

Restructuring

          6  

Total operating expenses

    15,516       11,615  
                 

Operating loss

    (3,291 )     (5,333 )
                 

Interest income, net

    1,120       174  

Other expense, net

    (160 )     (118 )

Loss before income tax expense

    (2,331 )     (5,277 )
                 

Income tax expense

    193       121  
                 

Net loss

  $ (2,524 )   $ (5,398 )
                 

Net loss per common share

               

Basic

  $ (0.07 )   $ (0.19 )

Diluted

  $ (0.07 )   $ (0.19 )
                 

Weighted average number of common shares outstanding

               

Basic

    35,676       28,258  

Diluted

    35,676       28,258  

 

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

 

(In thousands)

 

   

Three Months Ended

 
   

June 30,

 
   

2024

   

2023

 

Net loss

  $ (2,524 )   $ (5,398 )

Other comprehensive (loss) gain, net of tax:

               

Foreign currency translation (loss) gain

    15       (2 )

Total other comprehensive (loss) gain, net of tax

    15       (2 )

Comprehensive loss

  $ (2,509 )   $ (5,400 )

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

5

 

 

 

AMERICAN SUPERCONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE Three Months Ended June 30, 2024 AND 2023

 

(In thousands)

 

  

Common Stock

  

Additional

      

Accumulated Other

      

Total

 
  

Number of Shares

  

Par Value

  

Paid-in Capital

  

Treasury Stock

  

Comprehensive Income

  

Accumulated Deficit

  

Stockholders' Equity

 

Balance at March 31, 2024

  37,343  $373  $1,212,913  $(3,639) $1,582  $(1,066,658) $144,571 

Issuance of common stock – restricted shares

  44   1   (1)            

Stock-based compensation expense

        1,229            1,229 

Issuance of common stock for 401(k) match

  12      179            179 

Repurchase of treasury stock

           (126)        (126)

Cumulative translation adjustment

              15      15 

Net loss

                 (2,524)  (2,524)

Balance at June 30, 2024

  37,399  $374  $1,214,320  $(3,765) $1,597  $(1,069,182) $143,344 

 

6

 

  

Common Stock

  

Additional

      Accumulated Other      

Total

 
  Number of Shares  Par Value  Paid-in Capital  Treasury Stock  Comprehensive Income (Loss)  Accumulated Deficit  Stockholders' Equity 

Balance at March 31, 2023

  29,937  $299  $1,139,113  $(3,639) $1,571  $(1,055,547) $81,797 

Issuance of common stock – restricted shares

  699   7   (7)            

Stock-based compensation expense

        1,357            1,357 

Issuance of common stock for 401(k) match

  33   1   163            164 

Cumulative translation adjustment

              (2)     (2)

Net loss

                 (5,398)  (5,398)

Balance at June 30, 2023

  30,669  $307  $1,140,626  $(3,639) $1,569  $(1,060,945) $77,918 

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

7

 

 

 

AMERICAN SUPERCONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands)

 

   

Three Months Ended June 30,

 
   

2024

   

2023

 

Cash flows from operating activities:

               

Net loss

  $ (2,524 )   $ (5,398 )

Adjustments to reconcile net loss to net cash provided by (used in) operations:

               

Depreciation and amortization

    1,008       1,119  

Stock-based compensation expense

    1,229       1,357  

Provision for excess and obsolete inventory

    503       384  

Amortization of operating lease right-of-use assets

    192       195  

Deferred income taxes

    (2 )     (1 )

Change in fair value of contingent consideration

    3,920       1,350  

Other non-cash items

    (3 )     5  

Changes in operating asset and liability accounts:

               

Accounts receivable

    2,786       549  

Inventory

    (3,799 )     (6,272 )

Prepaid expenses and other assets

    (3,099 )     6,738  

Operating leases

    (195 )     (195 )

Accounts payable and accrued expenses

    (1,734 )     (9,394 )

Deferred revenue

    5,127       7,318  

Net cash provided by (used in) operating activities

    3,409       (2,245 )
                 

Cash flows from investing activities:

               

Purchases of property, plant and equipment

    (265 )     (214 )

Change in other assets

    245       (79 )

Net cash used in investing activities

    (20 )     (293 )
                 

Cash flows from financing activities:

               

Repayment of debt

    (16 )     (17 )

Employee taxes paid related to net settlement of equity awards

    (126 )      

Net cash used in financing activities

    (142 )     (17 )
                 

Effect of exchange rate changes on cash

    (4 )     2  
                 

Net increase (decrease) in cash, cash equivalents and restricted cash

    3,243       (2,553 )

Cash, cash equivalents and restricted cash at beginning of period

    92,280       25,675  

Cash, cash equivalents and restricted cash at end of period

  $ 95,523     $ 23,122  
                 

Supplemental schedule of cash flow information:

               

Cash paid for income taxes, net of refunds

  $ 148     $ 81  

Non-cash investing and financing activities

               

Right-of-use assets obtained in exchange for new lease obligations

  $ 1,730     $ 8  

Issuance of common stock to settle liabilities

  $ 179     $ 163  

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

8

 

 

AMERICAN SUPERCONDUCTOR CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Nature of the Business and Operations and Liquidity

 

Nature of the Business and Operations

 

American Superconductor Corporation (together with its subsidiaries, “AMSC®” or the “Company”) was founded on April 9, 1987. The Company is a leading system provider of megawatt-scale power resiliency solutions that orchestrate the rhythm and harmony of power on the grid™ and protect and expand the capability of the Navy’s fleet. The Company’s system level products leverage its proprietary “smart materials” and “smart software and controls” to provide enhanced resiliency and improved performance of megawatt-scale power flow.

 

These unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with United States generally accepted accounting principles (“GAAP”) and the Securities and Exchange Commission’s (“SEC”) instructions to Form 10-Q. Certain prior period amounts were reclassified to conform to the presentation in the current period. The going concern basis of presentation assumes that the Company will continue operations and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been or omitted pursuant to those instructions. The year-end 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  June 30, 2024 and 2023 and the financial position at June 30, 2024; however, these results are not necessarily indicative of results which may be expected for the full year. The interim condensed consolidated financial statements, and notes thereto, should be read in conjunction with the audited condensed consolidated financial statements for the year ended  March 31, 2024, and notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended  March 31, 2024 filed with the SEC on May 29, 2024.

 

Liquidity

 

The Company has historically experienced recurring operating losses and as of June 30, 2024, the Company had an accumulated deficit of $1,069.2 million. In addition, the Company has historically experienced recurring negative operating cash flows. At June 30, 2024, the Company had cash and cash equivalents of $93.5 million. Cash provided by operations for the three months ended  June 30, 2024 was $3.4 million.

 

In January 2024, the Company filed a shelf registration statement on Form S-3 that will expire three years from the date on which it was declared effective, March 15, 2027 (the “Form S-3”). The Form S-3 allows the Company to offer and sell from time-to-time up to $250 million of common stock, debt securities, warrants or units comprised of any combination of these securities. The Form S-3 is intended to provide the Company flexibility to conduct registered sales of its securities, subject to market conditions, in order to fund its future capital needs. The terms of any future offering under the Form S-3 will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

 

On January 31, 2024, the Company entered into an underwriting agreement with Oppenheimer & Co. Inc., as a representative of the several underwriters named therein, relating to the issuance and sale (the "2024 Offering") of 6,210,000 shares of the Company's common stock at a public offering price of $11.25 per share. The net proceeds to the Company from the 2024 Offering were approximately $65.2 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. The 2024 Offering closed on February 14, 2024. 

 

On August 1, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the selling stockholders named therein.  Pursuant to the terms of the Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding shares of Megatran ("the "Acquisition"), for aggregate consideration in an amount equal to $61,350,000 (the “Purchase Price”), which consideration amount shall be subject to various adjustments set forth in the Stock Purchase Agreement (including those described below) and consists of: (a) (i) $25,000,000, minus (ii) the Indebtedness (as defined in the Stock Purchase Agreement) outstanding as of immediately prior to the closing, minus (iii) Company Expenses (as defined in the Stock Purchase Agreement) (collectively, the “Cash Purchase Price”); (b) a number of restricted shares (rounded up or down to the nearest whole share, as applicable) (the “Company Shares”) of the Company’s common stock, $.01 par value per share (“Common Stock”) equal to the quotient obtained by dividing (x) $31,350,000 (the “Share Purchase Price”) by (y) the closing price per share of Common Stock on the Nasdaq Global Select Market on the last trading day immediately preceding the Closing Date; and (c) an additional cash payment equal to $5,000,000, as adjusted pursuant to Sections 5.6(c), (d), and (f) of the Stock Purchase Agreement (the “Additional Cash Purchase Price”). Megatran is now a wholly-owned subsidiary of the Company and is operated and reported as a component of its Grid business unit.

 

In recent periods, the Company has experienced inflationary pressure in its supply chain and some delays in sourcing materials needed for its products resulting in some production disruption, both of which have increased the Company’s cost of revenues and decreased gross margin. While the impact of inflation has been challenging, the Company has taken actions to limit this pressure, including adjusting the pricing of its products and services. Changes in macroeconomic conditions arising from various reasons, such as the ongoing wars between Russia and Ukraine and Israel and Hamas, inflation, rising interest rates, labor force availability, sourcing, material delays and global supply chain disruptions could have a material adverse effect on the Company’s business, financial condition and results of operation.

 

9

 

The Company believes that based on the information presented above and its quarterly management assessment, it has sufficient liquidity to fund its operations and capital expenditures for the next twelve months following the issuance of the unaudited condensed consolidated financial statements for the three months ended June 30, 2024. The Company’s liquidity is highly dependent on its ability to increase revenues, its ability to control its operating costs, and its ability to raise additional capital, if necessary. The impact of global sources of instability, including the wars between Russia and Ukraine and Israel and Hamas, on the global financing markets may reduce the Company's ability to raise additional capital, if necessary, which could negatively impact the Company's liquidity.  There can be no assurance that the Company will be able to continue to raise additional capital, on favorable terms or at all, from other sources or execute on any other means of improving liquidity described above.

 

2. Revenue Recognition

 

The Company’s revenues in its Grid segment are derived primarily through enabling the transmission and distribution of power, providing planning services that allow it to identify power grid needs and risks, and developing ship protection systems for the U.S. Navy. The Company’s revenues in its Wind segment are derived primarily through supplying advanced power electronics and control systems, licensing its highly engineered wind turbine designs, and providing extensive customer support services to wind turbine manufacturers. The Company records revenue based on a five-step model in accordance with Accounting Standards Codification ("ASC") 606. For its customer contracts, the Company identifies the performance obligations, determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) control of goods or services is transferred to the customer. For the three months ended June 30, 2024 and 202388% and 76% of revenue, respectively, was recognized at the point in time when control transferred to the customer, with the remainder being recognized over time.

 

In the Company's equipment and system product line, each contract with a customer summarizes each product sold to a customer, which typically represents distinct performance obligations. A contract's transaction price is allocated to each distinct performance obligation using the respective standalone selling price which is determined primarily using the cost-plus expected margin approach and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s product sales transfer control to the customer in line with the contracted delivery terms and revenue is recorded at the point in time when title and risk transfer to the customer, which is primarily upon delivery, as the Company has determined that this is the point in time that control transfers to the customer.

 

In the Company's service and technology development product line, there are several different types of transactions and each begins with a contract with a customer that summarizes each product sold to a customer, which typically represents distinct performance obligations. The technology development transactions are primarily for activities that have no alternative use and for which a profit can be expected throughout the life of the contract. In these cases, the revenue is recognized over time, but in the instances where the profit cannot be assured throughout the entire contract then the revenue is recognized at a point in time. Each contract's transaction price is allocated to each distinct performance obligation using the respective standalone selling price which is determined primarily using the cost-plus expected margin approach. The ongoing service transactions are for service contracts that provide benefit to the customer simultaneously as the Company performs its obligations, and therefore this revenue is recognized ratably over time throughout the effective period of these contracts. The transaction prices on these contracts are allocated based on an adjusted market approach which is re-assessed annually for reasonableness. The field service transactions include contracts for delivery of goods and completion of services made at the customer's requests, which are not deemed satisfied until the work has been completed and/or the requested goods have been delivered, so all of this revenue is recognized at the point in time when the control changes, and at allocated prices based on the adjusted market approach driven by standard price lists. The royalty transactions are related to certain contract terms on transactions in the Company's equipment and systems product line based on activity as specified in the contracts. The transaction prices of these agreements are calculated based on an adjusted market approach as specified in the contract. The Company reports royalty revenue for usage-based royalties when the sales have occurred. In circumstances when collectability is not assured and a contract does not exist under ASC 606, revenue is deferred until a non-refundable payment has been received for substantially all the amount that is due and there are no further remaining performance obligations.

 

10

 

The Company's service contracts can include a purchase order from a customer for specific goods in which each item is a distinct performance obligation satisfied at a point in time at which control of the goods is transferred to the customer.  This transfer occurs based on the contracted delivery terms or when the requested service work has been completed. The transaction price for these goods is allocated based on the adjusted market approach considering similar transactions under similar circumstances. Service contracts are also derived from ongoing maintenance contracts and extended service-type warranty contracts. In these transactions, the Company is contracted to provide an ongoing service over a specified period of time. As the customer is consuming the benefits as the service is being provided, the revenue is recognized over time ratably.

 

The Company’s policy is not to accept volume discounts, product returns, or rebates and allowances within its contracts. In the event a contract was approved with any of these terms, it would be evaluated for variable consideration, estimated and recorded as a reduction of revenue in the same period the related product revenue was recorded.

 

The Company provides assurance-type warranties on all product sales for a term of typically one to three years, and extended service-type warranties are available for purchase at the customer's option for an additional term ranging up to four additional years. The Company accrues for the estimated warranty costs for assurance warranties at the time of sale based on historical warranty experience plus any known or expected changes in warranty exposure. For all extended service-type warranties, the Company recognizes the revenue ratably over time during the effective period of the services.

 

The Company records revenue net of sales tax, value added tax, excise tax and other taxes collected concurrent with revenue-producing activities. The Company has elected to recognize the cost for freight and shipping when control over the products sold passes to customers and revenue is recognized. The Company has elected to recognize incremental costs of obtaining a contract as expense when incurred except in contracts where the amortization period would exceed twelve months. In such cases the long term amount will be assessed for materiality. As of  June 30, 2024 and March 31, 2024, the Company's capitalized incremental contract costs were not material. The Company has elected not to adjust the promised amount of consideration for the effects of a significant financing component if the period of financing is twelve months or less.  The Company has elected to recognize revenue based on the as invoiced practical expedient if there is a right to consideration from a customer in an amount that corresponds directly with the value of the Company's performance.

 

The Company’s contracts with customers do not typically include extended payment terms and may include milestone billing over the life of the contract. Payment terms vary by contract type and type of customer and generally range from 30 to 60 days from delivery.  

 

11

 

The following tables disaggregate the Company’s revenue by product line and by shipment destination (in thousands):

 

  

Three Months Ended June 30, 2024

 

Product Line:

 

Grid

  

Wind

 

Equipment and systems

 $29,726  $7,424 

Services and technology development

  2,610   530 

Total

 $32,336  $7,954 
         

Region:

        

Americas

 $30,479  $ 

Asia Pacific

  1,199   7,952 

EMEA

  658   2 

Total

 $32,336  $7,954 

  

  

Three Months Ended June 30, 2023

 

Product Line:

 

Grid

  

Wind

 

Equipment and systems

 $23,126  $3,982 

Services and technology development

  2,611   535 

Total

 $25,737  $4,517 
         

Region:

        

Americas

 $23,161  $ 

Asia Pacific

  1,711   4,465 

EMEA

  865   52 

Total

 $25,737  $4,517 

 

As of June 30, 2024 and 2023, the Company’s contract assets and liabilities primarily relate to the timing differences between cash received from a customer in connection with contractual rights to invoicing and the timing of revenue recognition following completion of performance obligations. The Company's accounts receivable balance is made up entirely of customer contract related balances. Changes in the Company’s contract assets, which are included in “Unbilled accounts receivable” and “Deferred program costs” (see Note 7, “Accounts Receivable” and Note 8, “Inventory” for a reconciliation to the condensed consolidated balance sheets) and "Contract liabilities", which are included in the current portion and long-term portion of "Deferred revenue" in the Company’s condensed consolidated balance sheets, are as follows (in thousands):

 

  

Unbilled Accounts Receivable

  

Deferred Program Costs

  

Contract Liabilities

 

Beginning balance as of March 31, 2024

 $6,150  $2,523  $57,829 

Increases for costs incurred to fulfill performance obligations

     2,119    

Increase (decrease) due to customer billings

  (3,521)     27,577 

Decrease due to cost recognition on completed performance obligations

     (606)   

Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations

  2,291      (22,443)

Other changes and FX impact

  (2)  (2)  (50)

Ending balance as of June 30, 2024

 $4,918  $4,034  $62,913 

 

  

Unbilled Accounts Receivable

  

Deferred Program Costs

  

Contract Liabilities

 

Beginning balance as of March 31, 2023

 $9,958  $2,136  $50,760 

Increases for costs incurred to fulfill performance obligations

     1,084    

Increase (decrease) due to customer billings

  (9,479)     16,308 

Decrease due to cost recognition on completed performance obligations

     (1,234)   

Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations

  5,092      (8,974)

Other changes and FX impact

  1      (11)

Ending balance as of June 30, 2023

 $5,572  $1,986  $58,083 

 

12

 

The Company’s remaining performance obligations represent the unrecognized revenue value of the Company’s contractual commitments. The Company’s performance obligations may vary significantly each reporting period based on the timing of major new contractual commitments. As of June 30, 2024, the Company had outstanding performance obligations on existing contracts under ASC 606 to be recognized in the next twelve months of approximately $161.0 million. There are also approximately $90.0 million of outstanding performance obligations to be recognized over a period of thirteen to sixty months. The remaining performance obligations are subject to customer actions and therefore the timing of revenue recognition cannot be reasonably estimated. 

 

The following table sets forth customers who represented 10% or more of the Company’s total revenues for the three months ended June 30, 2024 and 2023:

 

   

Three Months Ended

 
 

Reportable

 

June 30,

 
 

Segment

 

2024

  

2023

 

Inox Wind Limited

Wind

  18%  12%

 

 

3. 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  June 30, 2024 and 2023 (in thousands):

 

  

Three Months Ended June 30,

 
  

2024

  

2023

 

Cost of revenues

 $58  $109 

Research and development

  143   156 

Selling, general and administrative

  1,028   1,092 

Total

 $1,229  $1,357 

  

The Company issued 25,000 shares of restricted stock and 19,200 shares of immediately vested common stock during the three months ended June 30, 2024. The Company issued 672,500 shares of restricted stock and 53,675 shares of immediately vested common stock during the three months ended June 30, 2023. These restricted stock awards generally vest over 2-3 years. Awards for restricted stock include both time-based and performance-based awards. For options and restricted stock awards that vest upon the passage of time, expense is being recorded over the vesting period. Performance-based awards are expensed over the requisite service period based on probability of achievement.

 

The estimated fair value of the Company’s stock-based awards, less expected annual forfeitures, is amortized over the awards’ service period. There were no unrecognized compensation costs for unvested stock options as of June 30, 2024. The total unrecognized compensation cost for unvested outstanding restricted stock was $4.1 million as of  June 30, 2024. This expense will be recognized over a weighted-average expense period of approximately 1.4 years.

 

13

 

The Company granted no stock options during the three months ended  June 30, 2024 and 2023

 

4. Computation of Net Loss per Common Share

 

Basic net loss per share (“EPS”) is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Where applicable, diluted EPS is computed by dividing the net loss by the weighted-average number of common shares and dilutive common equivalent shares outstanding during the period, calculated using the treasury stock method. Common equivalent shares include the effect of restricted stock, exercise of stock options and warrants and contingently issuable shares. Stock options and warrants that are out-of-the-money with exercise prices greater than the average market price of the underlying common shares and shares of performance-based restricted stock where the contingency was not met are excluded from the computation of diluted EPS as the effect of their inclusion would be anti-dilutive. For the three months ended June 30, 2024, 336,206 shares were not included in the calculation of diluted EPS. Of these, 300,000 relate to shares associated with the contingent consideration derivative liability for which the contingency has not yet been met, and 36,206 relate to outstanding stock options as they were considered anti-dilutiveFor the three months ended June 30, 20231,071,504 million shares were not included in the calculation of diluted EPS. Of these, 1,000,000 relate to shares associated with the contingent consideration derivative liability for which the contingency has not yet been met, and 71,504 relate to outstanding stock options as they were considered anti-dilutive. 

 

The following table reconciles the numerators and denominators of the earnings per share calculation for the three months ended  June 30, 2024 and 2023 (in thousands, except per share data):

 

  

Three Months Ended June 30,

 
  

2024

  

2023

 

Numerator:

        

Net loss

 $(2,524) $(5,398)

Denominator:

        

Weighted-average shares of common stock outstanding

  36,991   29,706 

Weighted-average shares subject to repurchase

  (1,315)  (1,448)

Shares used in per-share calculation ― basic

  35,676   28,258 

Shares used in per-share calculation ― diluted

  35,676   28,258 

Net loss per share ― basic

 $(0.07) $(0.19)

Net loss per share ― diluted

 $(0.07) $(0.19)

 

 

5. Goodwill and Other Intangibles

 

Goodwill

 

Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized but reviewed for impairment. Goodwill is reviewed annually on February 28th and whenever events or changes in circumstances indicate that the carrying value of the goodwill might not be recoverable.

 

14

 

There were no changes to goodwill during the three months ended  June 30, 2024 or the year ended March 31, 2024.

 

The Company did not identify any triggering events in the three months ended  June 30, 2024 that would require interim impairment testing of goodwill.

 

Other Intangibles

 

Intangible assets at  June 30, 2024 and  March 31, 2024 consisted of the following (in thousands):

 

  

June 30, 2024

  

March 31, 2024

     
  

Gross Amount

  

Accumulated Amortization

  

Net Book Value

  

Gross Amount

  

Accumulated Amortization

  

Net Book Value

  

Estimated Useful Life

 

Backlog

  681   (681)     681   (681) $   2 

Trade name and trademarks

  1,800      1,800   1,800      1,800  

Indefinite

 

Customer relationships

  9,600   (6,941)  2,659   9,600   (6,649)  2,951   7 

Core technology and know-how

  5,970   (4,472)  1,498   5,970   (4,352)  1,618   5-10 

Intangible assets

 $18,051  $(12,094) $5,957  $18,051  $(11,682) $6,369     

 

The Company recorded intangible amortization expense related to customer relationship and core technology and know-how of $0.4 million in the three months ended  June 30, 2024 and $0.5 million in the three months ended June 30, 2023. The Company recorded no intangible amortization related to backlog during the three months ended  June 30, 2024 as the asset is fully amortized. Amortization expense of less than $0.1 million was reported in cost of revenues during the three months ended  June 30, 2023.

 

Expected future amortization expense related to intangible assets is as follows (in thousands):

 

Years ending March 31,

 

Total

 

2025

  1,236 

2026

  1,221 

2027

  1,085 

2028

  543 

2029

  72 

Total

 $4,157 

 

The Company's intangible assets relate entirely to the Grid business segment operations in the United States.

 

15

 
 

6. Fair Value Measurements

 

A valuation hierarchy for disclosure of the inputs to valuation used to measure fair value has been established. This hierarchy prioritizes the inputs into three broad levels as follows:

 

Level 1 

-

Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

 

 

Level 2 

-

Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

 

 

 

Level 3 

-

Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.

 

The Company provides a gross presentation of activity within Level 3 measurement roll-forward and details of transfers in and out of Level 1 and 2 measurements. A change in the hierarchy of an investment from its current level is reflected in the period during which the pricing methodology of such investment changes. Disclosure of the transfer of securities from Level 1 to Level 2 or Level 3 is made in the event that the related security is significant to total cash and investments. The Company did not have any transfers of assets and liabilities from Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the three months ended June 30, 2024.

 

A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

 

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.

 

Contingent Consideration

 

Contingent consideration relates to the earnout payment set forth in the Stock Purchase Agreement governing the acquisition of Northeast Power Systems, Inc ("NEPSI") that provides that the selling stockholders may receive up to an additional 1,000,000 shares of common stock of the Company upon the achievement of certain specified revenue objectives over varying periods of up to four years following the NEPSI Acquisition Date which must occur by September 30, 2024. See Note 13, "Contingent Consideration" for further discussion. The Company relied on a Monte Carlo method to determine the fair value of the contingent consideration on the closing of the acquisition of NEPSI and continues to revalue the fair value of the contingent consideration using the same method at each subsequent balance sheet date until the contingencies are resolved and the shares to be issued are determined, with the change in fair value recorded in the current period operating loss.

 

16

 

The following table provides the assets and liabilities carried at fair value on a recurring basis, measured as of  June 30, 2024 and  March 31, 2024 (in thousands):

 

  

Total Carrying Value

  

Quoted Prices in Active Markets (Level 1)

  

Significant Other Observable Inputs (Level 2)

  

Significant Unobservable Inputs (Level 3)

 

June 30, 2024:

                

Assets:

                

Cash equivalents

 $70,272  $70,272  $  $ 

Derivative liabilities:

                

Contingent consideration

 $7,020  $  $  $7,020 

 

  Total Carrying Value  Quoted Prices in Active Markets (Level 1)  Significant Other Observable Inputs (Level 2)  Significant Unobservable Inputs (Level 3) 

March 31, 2024

                

Assets:

                

Cash equivalents

 $72,832  $72,832  $  $ 

Derivative liabilities:

                

Contingent consideration

 $3,100  $  $  $3,100 

 

The table below reflects the activity for the Company’s contingent consideration derivative liability measured at fair value on a recurring basis (in thousands):

 

  

Acquisition Contingent Consideration

 

Balance at March 31, 2023

 $1,270 

Change in fair value

  4,922 

Settlement of contingent consideration

  (3,092)

Balance at March 31, 2024

  3,100 

Change in fair value

  3,920 

Balance at June 30, 2024

 $7,020 
     
     

 

 

7. Accounts Receivable

 

Accounts receivable at  June 30, 2024 and  March 31, 2024 consisted of the following (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Accounts receivable (billed)

 $18,611  $20,175 

Accounts receivable (unbilled)

  4,918   6,150 

Accounts receivable, net

 $23,529  $26,325 

 

17

 
 

8. Inventory

 

Inventory, net of reserves, at  June 30, 2024 and  March 31, 2024 consisted of the following (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Raw materials

 $21,340  $20,622 

Work-in-process

  15,455   14,872 

Finished goods

  4,320   3,840 

Deferred program costs

  4,034   2,523 

Net inventory

 $45,149  $41,857 

 

The Company recorded inventory write-downs of $0.5 million and $0.4 million for the three months ended June 30, 2024 and 2023, respectively. These write-downs were based on the Company's evaluation of its inventory on hand for excess quantities and obsolescence.

 

Deferred program costs as of  June 30, 2024 and  March 31, 2024 primarily represent costs incurred on programs where the Company needs to complete performance obligations before the related revenue and costs will be recognized.

 

 

9. Prepaid and Other Current Assets

 

During fiscal 2022, the Company conducted an analysis as to whether it was entitled to employee retention credits (“ERC”) under the CARES Act as amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021.  Based on the analysis, the Company determined that it was entitled to an ERC of approximately $3.3 million related to payroll taxes paid in the first and second quarters of 2021 and the first quarter of 2020.  The Company determined it met all the criteria required under the gross receipts test of the applicable Internal Revenue Service regulations related to ERCs.

 

As accounting for payroll tax credits are not within the scope of ASC 740, Income Taxes, the Company has chosen to account for the ERCs by analogizing to the International Accounting Standards Board IAS 20, Accounting for Government Grants and Disclosure of Government Assistance.  In accordance with IAS 20, an entity recognizes government grants only when there is reasonable assurance that the entity will comply with the conditions attached to them and the grants will be received.  The Company evaluated its eligibility for the ERC and determined that it met all the criteria to claim a refundable tax credit against the employer portion of Social Security taxes for up to 70% of the qualified wages the Company paid to employees for the three month periods ended March 31, 2021 and June 30, 2021 and for up to 50% of the qualified wages the Company paid to employees for the three month period ended March 31, 2020. 

 

The Company recorded a $3.3 million receivable in prepaid expenses and other current assets and a benefit of $1.8 million to cost of revenues, $0.8 million to selling, general, and administrative and $0.7 million to research and development in the fiscal year ended March 31, 2023 for the ERC that was expected to be received based on the amended filings. During the year ended March 31, 2024, the Company received $3.0 million for the initial claims that were processed. During the three months ended June 30, 2024, the Company did not receive any cash for the remaining $0.3 million balance of initial claims that were processed. The remaining balance is expected to be received during the remainder of fiscal 2024.

 

18

 

10. Property, Plant and Equipment

 

The cost and accumulated depreciation of property, plant and equipment at  June 30, 2024 and  March 31, 2024 are as follows (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Land

 $980  $980 

Construction in progress – equipment

  291   226 

Buildings

  5,515   5,416 

Equipment and software

  44,159   44,095 

Furniture and fixtures

  1,553   1,526 

Leasehold improvements

  6,990   6,990 

Property, plant and equipment, gross

  59,488   59,233 

Less accumulated depreciation

  (48,959)  (48,372)

Property, plant and equipment, net

 $10,529  $10,861 

 

Depreciation expense was $0.6 million for each of the three months ended June 30, 2024 and 2023, respectively. 

 

11. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses at  June 30, 2024 and  March 31, 2024 consisted of the following (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Accounts payable

 $3,754  $4,476 

Accrued inventories in-transit

  2,672   539 

Accrued other miscellaneous expenses

  2,548   2,366 

Accrued contract loss

  97   97 

Advanced deposits

  4,242   2,270 

Accrued compensation

  5,059   10,326 

Income taxes payable

  170   346 

Accrued product warranty

  2,542   2,363 

Accrued commissions

  1,225   1,452 

Total

 $22,309  $24,235 

 

The Company generally provides a one to three year warranty on its products, commencing upon delivery or installation where applicable. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based on historical experience.

 

19

 

Product warranty activity was as follows (in thousands):

 

  

Three Months Ended June 30,

 
  

2024

  

2023

 

Balance at beginning of period

 $2,363  $2,638 

Provisions for warranties during the period

  476   208 

Settlements during the period

  (297)  (920)

Balance at end of period

 $2,542  $1,926 

 

 

12. Income Taxes

 

The Company recorded income tax expense of $0.2 million in the three months ended June 30, 2024 and $0.1 million in the three months ended June 30, 2023.

 

Accounting for income taxes requires a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if, based on the technical merits, it is more likely than not the position will be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company re-evaluates these uncertain tax positions on a quarterly basis. The evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity.  Any changes in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision. The Company did not identify any uncertain tax positions in the three months ended  June 30, 2024 and did not have any gross unrecognized tax benefits as of June 30, 2024.

 

 

13. Contingent Consideration

 

On October 1, 2020 (the "NEPSI Acquisition Date"), the Company entered into a Stock Purchase Agreement (the "NEPSI Stock Purchase Agreement") with the selling stockholders named therein. Pursuant to the terms of the NEPSI Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding (i) shares of capital stock of NEPSI, and (ii) membership interests of Northeast Power Realty, LLC, a New York limited liability company, which holds the real property that serves as NEPSI's headquarters (the "NEPSI Acquisition"). NEPSI is a U.S.-based global provider of medium-voltage metal-enclosed power capacitor banks and harmonic filter banks for use on electric power systems. NEPSI is a wholly-owned subsidiary of the Company and is operated by its Grid business unit. The purchase price was $26.0 million in cash and 873,657 restricted shares of common stock of the Company. As part of the transaction, the selling stockholders  may receive up to an additional 1,000,000 shares of common stock of the Company upon the achievement of certain specified revenue objectives during varying periods of up to four years following closing of the NEPSI Acquisition. During the year ended March 31, 2024, the Company issued 399,999 shares of common stock and cash in lieu of a fractional share of common stock, related to the achievement of specified revenue objectives in connection with the NEPSI Acquisition. One specified revenue objective, which would have earned the selling stockholders 300,000 shares of the Company’s common stock, was not achieved, leaving 300,000 shares of common stock remaining for potential issuance upon the achievement of the last specified revenue objective by September 30, 2024.

 

The Company evaluated the NEPSI Acquisition earnout payment set forth in the NEPSI Stock Purchase Agreement, which is expected to require settlement in the Company's common stock, and determined the contingent consideration qualified for liability classification and derivative treatment under ASC 815, Derivatives and Hedging. As a result, for each period, the fair value of the contingent consideration will be remeasured and the resulting gain or loss will be recognized in operating expenses until the share amount is fixed.

 

20

 

Following is a summary of the key assumptions used in a Monte Carlo simulation to calculate the fair value of the contingent consideration related to the NEPSI Acquisition:

 

                     
  

June 30,

                 

Fiscal Year 2024

 

2024

                 

Revenue risk premium

  5.50%                

Revenue volatility

  27.5%                

Stock Price

 $23.39                 

Payment delay (days)

  80                 

Fair value (millions)

 $7.0                 
                     
                     
                     
  

March 31,

  

December 31,

  

September 30,

  

June 30,

  

March 31,

 

Fiscal Year 2023

 

2024

  

2023

  

2023

  

2023

  

2023

 

Revenue risk premium

  5.50%  5.70%  5.30%  5.20%  5.30%

Revenue volatility

  24.8%  24.8%  27.5%  22.5%  25%

Stock Price

 $13.51  $11.14  $7.55  $6.26  $4.91 

Payment delay (days)

  80   80   80   80   80 

Fair value (millions)

 $3.1  $1.2  $3.5  $2.6  $1.3 

 

 The Company recorded losses of $3.9 million and $1.3 million resulting from the increases in the fair value of the contingent consideration in the three months ended  June 30, 2024 and 2023, respectively.

 

14. Debt

 

  As part of the acquisition of Neeltran, the Company identified four equipment financing agreements that Neeltran had entered into prior to the acquisition of Neeltran on May 6, 2021. The current debt balance was less than $0.1 million as of both  June 30, 2024 and  March 31, 2024.

 

15. Leases

 

Operating Leases

 

All significant lease arrangements are recognized at lease commencement.  Operating lease right–of-use assets and lease liabilities are recognized at commencement. The operating lease right-of-use asset includes any lease payments related to initial direct cost and prepayments and excludes any lease incentives. Lease expense is recognized on a straight-line basis over the lease term.  The Company enters into a variety of operating lease agreements through the normal course of its business, but primarily real estate leases to support its operations. The real estate lease agreements generally provide for fixed minimum rental payments and the payment of real estate taxes and insurance. Many of these real estate leases have one or more renewal options that allow the Company, at its discretion, to renew the lease for varying periods up to five years or to terminate the lease. Only renewal options or termination rights that the Company believed were likely to be exercised were included in the lease calculations.

 

The Company also enters into leases for vehicles, IT equipment and service agreements, and other leases related to its manufacturing operations that are also included in the right-of-use assets and lease liability accounts if they are for a term of longer than twelve months. However, many of these leases are either short-term in nature or immaterial. The Company has made the policy election to exclude short-term leases from the condensed consolidated balance sheet. 

 

21

 

Finance Leases

 

As of June 30, 2024, the right-of-use asset related to the finance lease is fully amortized, and is included in the property and equipment, net on the Company's condensed consolidated balance sheet.

 

Finance lease right-of-use assets and lease liabilities are recognized similar to an operating lease, at the lease commencement date or the date the lessor makes the leased asset available for use. Finance lease right-of-use assets are generally amortized on a straight-line basis over the lease term, and the carrying amount of the finance lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable, and (2) reduced to reflect lease payments made during the period. Amortization expense for finance lease right-of-use assets and interest accretion on finance lease liabilities are recorded to depreciation expense and interest expense, respectively in the Company's condensed consolidated statement of operations.

 

Supplemental balance sheet information related to leases at  June 30, 2024, and  March 31, 2024 are as follows (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Leases:

        

Right-of-use assets – Operating

 $4,096  $2,557 

Total right-of-use assets

  4,096   2,557 
         

Lease liabilities – ST Operating

 $862  $716 

Lease liabilities – LT Operating

  3,359   1,968 

Total lease liabilities

 $4,221  $2,684 
         

Weighted-average remaining lease term

  5.41   3.49 

Weighted-average discount rate

  12.65%  9.83%

 

The costs related to the Company's finance lease are not material. The costs related to the Company's operating leases for the three months ended June 30, 2024 and 2023 are as follows (in thousands):

 

  

Three Months Ended

 
  

June 30, 2024

 

Operating Leases:

    

Operating lease costs – fixed

 $309 

Operating lease costs – variable

  45 

Short-term lease costs

  38 

Total lease costs

 $392 

 

  

Three Months Ended

 
  

June 30, 2023

 

Operating Leases:

    

Operating lease costs – fixed

 $259 

Operating lease costs – variable

  40 

Short-term lease costs

  37 

Total lease costs

 $336 

 

22

 

The Company’s estimated minimum future lease obligations under the Company's leases are as follows (in thousands): 

 

  

Leases

 

Year ending March 31,

    

2025

 $986 

2026

  1,319 

2027

  1,181 

2028

  823 

2029

  404 

Thereafter

  1,511 

Total minimum lease payments

  6,224 

Less: interest

  (2,003)

Present value of lease liabilities

 $4,221 

 

 

16. Commitments and Contingencies

 

Legal 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 condensed consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the condensed consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its condensed consolidated financial statements.

 

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 June 30, 2024, the Company had $1.6 million of restricted cash included in long-term assets and $0.5 million of restricted cash included in current assets. As of March 31, 2024, the Company had $1.3 million of restricted cash included in long term assets and $0.5 million of restricted cash included in current assets. These amounts included in restricted cash primarily represent deposits to secure letters of credit for various supply contracts and long-term projects or collateral deposits. These deposits are held in interest bearing accounts.

 

 

 

23

 

 

   

 

 

17. Business Segments

 

The Company reports its financial results in two reportable business segments: Grid and Wind. In accordance with ASC 280, Segment Reporting, the Company aggregates four operating segments into one reporting segment for financial reporting purposes due to their similar operating and financial characteristics. The Company's operating segments reflect the way in which internally-reported financial information is used to make decisions and allocate resources.

 

Through the Company’s power grid offerings, the Grid business segment enables electric utilities, industrial facilities, and renewable energy project developers to connect, transmit and distribute smarter, cleaner and better power through its transmission planning services, power electronics, and superconductor-based systems. The sales process is enabled by transmission planning services that allow it to identify power grid congestion, poor power quality and other risks, which helps the Company determine how its solutions can improve network performance. These services often lead to sales of grid interconnection solutions for wind farms and solar power plants, power quality systems, and transmission and distribution cable systems.  The Company also sells ship protection products to the U.S. Navy through its Grid business segment.

 

Through the Company’s wind power offerings, the Wind business segment enables manufacturers to field highly competitive wind turbines through its advanced power electronics and control system products, engineered designs, and support services. The Company supplies advanced power electronics and control systems, licenses its highly engineered wind turbine designs, and provides extensive customer support services to wind turbine manufacturers. The Company’s design portfolio includes a broad range of drive trains and power ratings of 2 megawatts ("MWs") and higher. The Company provides a broad range of power electronics and software-based control systems that are highly integrated and designed for optimized performance, efficiency, and grid compatibility.

 

24

 

The operating results for the two business segments are as follows (in thousands):

 

  

Three Months Ended June 30,

 
  

2024

  

2023

 

Revenues:

        

Grid

 $32,336  $25,737 

Wind

  7,954   4,517 

Total

 $40,290  $30,254 

 

  

Three Months Ended June 30,

 
  

2024

  

2023

 

Operating income (loss):

        

Grid

 $859  $(1,971)

Wind

  999   (649)

Unallocated corporate expenses

  (5,149)  (2,713)

Total

 $(3,291) $(5,333)

 

The accounting policies of the business segments are the same as those for the consolidated Company. The Company’s business segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measures are segment revenues and segment operating loss. The disaggregated financial results of the segments reflect allocation of certain functional expense categories consistent with the basis and manner in which Company management internally disaggregates financial information for the purpose of assisting in making internal operating decisions. In addition, certain corporate expenses which the Company does not believe are specifically attributable or allocable to either of the two business segments have been excluded from the segment operating loss.

 

Unallocated corporate expenses consisted of net losses of $3.9 million and $1.3 million resulting from the increases in the fair value of contingent consideration in the three months ended  June 30, 2024 and 2023, respectively. There are 300,000 shares remaining for potential issuance upon the achievement of the last specified revenue objective under the NEPSI Stock Purchase Agreement by September 30, 2024. Additionally, unallocated corporate expenses consisted of stock-based compensation expense of $1.2 million and $1.4 million in the three months ended  June 30, 2024 and 2023, respectively.

 

Total assets for the two business segments as of  June 30, 2024 and  March 31, 2024, are as follows (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Grid

 $128,296  $125,878 

Wind

  16,355   14,733 

Corporate assets

  95,492   92,160 

Total

 $240,143  $232,771 

  

25

 
 

18. Recent Accounting Pronouncements

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. Following the release of ASU 2023-07 in November 2023, the effective date will be annual reporting periods beginning after December 15, 2024. As of June 30, 2024, the Company is evaluating the impact on its condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Following the release of ASU 2023-09 in December 2023, the effective date will be annual reporting periods beginning after December 15, 2024. As of June 30, 2024, the Company is evaluating the impact on its condensed consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-02, Codification ImprovementsAmendments to Remove References to the Concepts Statements. The amendments in ASU 2024-02 contain amendments to the Codification that remove references to various FASB Concepts Statements. Following the release of ASU 2024-02 in March 2024, the effective date will be annual reporting periods beginning after December 15, 2024. As of June 30, 2024, the Company is evaluating the impact on its condensed consolidated financial statements.

 

 

19. 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, other than as reported herein and described below, there are no such events to report.

 

Acquisition of Megatran 

 

As described in Note 1, Nature of the Business and Operations and Liquidity, on the Acquisition Date, the Company acquired all of the issued and outstanding shares of capital stock of Megatran. Megatran is a U.S.-based global provider of engineered power conversion solutions for demanding industrial and military applications.

 

Pursuant to the Stock Purchase Agreement, the Company acquired all of the issued and outstanding shares of Megatran, for aggregate consideration in an amount equal to $61,350,000 (the “Purchase Price”), which consideration amount shall be subject to various adjustments set forth in the Stock Purchase Agreement (including those described below) and consists of: (a) (i) $25,000,000, minus (ii) the Indebtedness (as defined in the Stock Purchase Agreement) outstanding as of immediately prior to the closing, minus (iii) Company Expenses (as defined in the Stock Purchase Agreement) (collectively, the “Cash Purchase Price”); (b) a number of restricted shares (rounded up or down to the nearest whole share, as applicable) (the “Company Shares”) of the Company’s common stock, $.01 par value per share (“Common Stock”) equal to the quotient obtained by dividing (x) $31,350,000 (the “Share Purchase Price”) by (y) the closing price per share of Common Stock on the Nasdaq Global Select Market on the last trading day immediately preceding the Closing Date; and (c) an additional cash payment equal to $5,000,000, as adjusted pursuant to Sections 5.6(c), (d), and (f) of the Stock Purchase Agreement (the “Additional Cash Purchase Price”). Megatran is now a wholly-owned subsidiary of the Company and is operated and reported as a component of its Grid business unit.

 

The Acquisition completed by the Company subsequent to the three months ended June 30, 2024 has been accounted for under the purchase method of accounting in accordance with ASC 805, Business Combinations. The Company allocated the purchase price to the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition. The excess of the purchase price paid by the Company over the estimated fair value of net assets acquired has been recorded as goodwill.

 

The total purchase price of approximately $61.4 million includes the fair value of shares of the Company’s common stock issued at closing, and cash paid, as follows (in millions):

 

Cash payment30.0
Issuance of 1,297,600 shares of Company’s Common Stock31.4

 

At the Acquisition Date, in addition to the $30.0 million cash, the Company valued the Company’s common stock, using $24.16 per share, which was the closing price on the day prior to the day that the Company acquired Megatran. Acquisition costs are expected to be $0.8 million and will be recorded in selling, general and administrative ("SG&A") costs. Acquisition costs are of $0.2 million were included in SG&A for the three months ended June 30, 2024.

 

The following table summarizes the allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed and related deferred income taxes in connection with the Acquisition (in millions):

 

Cash and cash equivalents

 $0.5 

Investment in joint venture

  1.2 

Prepaid and other current assets

  1.4 

Accounts receivable

  16.7 

Inventory

  22.6 

Property plant and equipment

  28.4 

Accrued expenses

  (3.2)

Accounts payable

  (4.4)

Deferred revenue

  (4.5)

Other

  (0.1)

Deferred tax liability

  (6.5)

Net tangible assets/(liabilities)

  52.1 
     

Backlog

  0.7 

Customer relationships

  1.3 

Net identifiable intangible assets

  2.0 
     

Goodwill

  7.3 
     

Total purchase consideration

 $61.4 

 

The fair value of the financial assets acquired includes receivables with a fair value of $16.7 million. The gross amount due is $17.5 million, of which $0.8 million is expected to be uncollectible.

 

Inventory includes a $0.7 million adjustment to step up the inventory balance to fair value consistent with the purchase price allocation. The fair value was determined based on the estimated selling price of the inventory, less the remaining manufacturing and selling cost and a normal profit margin on those manufacturing and selling efforts.

 

Backlog of $0.7 million was evaluated using the multi period excess earnings method under the income approach. The contracts with customers do not provide for any guarantees to source all future requirements from the Company. The amortization method being utilized is economic consumption estimated over a two-year period with the expense being allocated to cost of revenues.

 

Customer relationships of $1.3 million relates to customers currently under contract and was determined based on a multi period excess earnings method under the income approach. The method of amortization being utilized is the economic consumption over 10 years with the expense being allocated to SG&A.

 

Goodwill represents the value associated with the acquired workforce and expected synergies related to the business combination of the two companies. Goodwill resulting from the Acquisition was assigned to the Company’s Grid segment. Goodwill recognized in the Acquisition is not deductible for tax purposes. This purchase price allocation is preliminary and has not been finalized as the analysis on the assets and liabilities acquired, primarily the tax related liability  may require further adjustments to our purchase accounting that could result in a measurement period adjustment that would impact the Company's reported net assets and goodwill as of August 1, 2024. Material changes, if any, to the preliminary allocation summarized above will be reported once the related uncertainties are resolved, but no later than August 1, 2025. The $6.5 million of deferred tax liability is primarily related to property plant and equipment. 

 

Unaudited Pro Forma Operating Results

 

 

The unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2024 and three months ended  June 30, 2024 is presented as if the Acquisition had occurred on April 1, 2023 and April 1, 2024, respectively.

 

  

Three months ended June 30,

  

Year Ended March 31,

 
  

2024

  

2024

 

Revenues

 $59,310  $217,954 

Operating loss

  (2,702)  (7,140)

Net loss

 $(1,760) $(4,152)
         

Net loss per common share

        

Basic

  36,974   31,123 

Diluted

  36,974   31,123 

Shares - basic

 $(0.05) $(0.13)

Shares - diluted

 $(0.05) $(0.13)

 

The pro forma amounts include the historical operating results of the Company and Megatran with appropriate adjustments that give effect to acquisition related costs, income taxes, intangible amortization resulting from the Acquisition and certain conforming accounting policies of the Company.   The pro forma amounts are not necessarily indicative of the operating results that would have occurred if the Acquisition and related transactions had been completed at the beginning of the applicable periods presented. In addition, the pro forma amounts are not necessarily indicative of operating results in future periods.

 

   

26

   
 

AMERICAN SUPERCONDUCTOR CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

ITEM 2.

MANAGEMENT’S 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein regarding industry prospects, our prospective results of operations or financial position, the benefits of our acquisitions of Northeast Power Systems, Inc. ("NEPSI") and Neeltran, Inc. ("Neeltran"), contingent payments related to the NEPSI acquisition, changes in macroeconomic and market conditions, including increasing inflation and impacts from sourcing, production disruption, material delays and global supply chain disruptions and adoption of accounting changes may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements represent management’s current expectations and are inherently uncertain. There are a number of important factors that could materially impact the value of our common stock or cause actual results to differ materially from those indicated by such forward-looking statements. These important factors include, but are not limited to: We have a history of operating losses, which may continue in the future. Our operating results may fluctuate significantly from quarter to quarter and may fall below expectations in any particular fiscal quarter; We have a history of negative operating cash flows, and we may require additional financing in the future, which may not be available to us; 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; Changes in exchange rates could adversely affect our results of operations; We may be required to issue performance bonds or provide letters of credit, which restricts our ability to access any cash used as collateral for the bonds or letters of credit; If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired and may lead investors and other users to lose confidence in our financial data; We may not realize all of the sales expected from our backlog of orders and contracts; 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; Changes in U.S. government defense spending could negatively impact our financial position, results of operations, liquidity and overall business; Pandemics, epidemics or other public health crises may adversely impact our business, financial condition and results of operations; We rely upon third-party suppliers for the components and subassemblies of many of our Grid and Wind products, making us vulnerable to supply shortages and price fluctuations, which could harm our business; Uncertainty surrounding our prospects and financial condition may have an adverse effect on our customer and supplier relationship; Our success is dependent upon attracting and retaining qualified personnel and our inability to do so could significantly damage our business and prospects; A significant portion of our Wind segment revenues are derived from a single customer. If this customer’s business is negatively affected, it could adversely impact our business; Our success in addressing the wind energy market is dependent on the manufacturers that license our designs; Our business and operations would be adversely impacted in the event of a failure or security breach of our or any critical third parties' information technology infrastructure and networks; 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; Failure to comply with evolving data privacy and data protection laws and regulations or to otherwise protect personal data, may adversely impact our business and financial results; Many of our revenue opportunities are dependent upon subcontractors and other business collaborators; If we fail to implement our business strategy successfully, our financial performance could be harmed; 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; Many of our customers outside of the United States may be either directly or indirectly related to governmental entities, and we could be adversely affected by violations of the United States Foreign Corrupt Practices Act and similar worldwide anti-bribery laws outside the United States; We have had limited success marketing and selling our superconductor products and system-level solutions, and our failure to more broadly market and sell our products and solutions could lower our revenue and cash flow; We or third parties on whom we depend may be adversely affected by natural disasters, including events resulting from climate change, and our business continuity and disaster recovery plans may not adequately protect us or our value chain from such events; Adverse changes in domestic and global economic conditions could adversely affect our operating results; 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; Our products face competition, which could limit our ability to acquire or retain customers; We have operations in, and depend on sales in, emerging markets, including India, and global conditions could negatively affect our operating results or limit our ability to expand our operations outside of these markets. Changes in India’s political, social, regulatory and economic environment may affect our financial performance; Our success depends upon the commercial adoption of the REG system, which is currently limited, and a widespread commercial market for our products may not develop; Industry consolidation could result in more powerful competitors and fewer customers; Increasing focus and scrutiny on environmental sustainability and social initiatives could increase our costs, and inaction could harm our reputation and adversely impact our financial results; Growth of the wind energy market depends largely on the availability and size of government subsidies, economic incentives and legislative programs designed to support the growth of wind energy: Lower prices for other energy sources may reduce the demand for wind energy development, which could have a material adverse effect on our ability to grow our Wind business; We may be unable to adequately prevent disclosure of trade secrets and other proprietary information; Our patents may not provide meaningful or long-term protection for our technology, which could result in us losing some or all of our market position; 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; 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; Our common stock has experienced, and may continue to experience, market price and volume fluctuations, which may prevent our stockholders from selling our common stock at a profit and could lead to costly litigation against us that could divert our management’s attention; Unfavorable results of legal proceedings could have a material adverse effect on our business, operating results and financial condition; and the other important factors discussed under the caption "Risk Factors" in Part 1. Item 1A of our Form 10-K for the fiscal year ended March 31, 2024, and our other reports filed with the SEC. These important factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Any such forward-looking statements represent management's estimates as of the date of this press release. 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.   

 

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American Superconductor®, Amperium®, AMSC®, D-VAR®, PowerModule™, D-VAR VVO®, PQ-IVR®, SeaTitan®, Gridtec™ Solutions, Windtec™ Solutions, Smarter, Cleaner...Better Energy™, orchestrate the rhythm and harmony of power on the grid™, actiVAR®, armorVAR™, NEPSI™ and Neeltran™ and SafetyLOCK™ are trademarks or registered trademarks of American Superconductor Corporation or our subsidiaries. We reserve all of our rights with respect to our trademarks or registered trademarks regardless of whether they are so designated in this Quarterly Report on Form 10-Q by an ® or ™ symbol. 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

 

We are a leading system provider of megawatt-scale power resiliency solutions that orchestrate the rhythm and harmony of power on the grid™, and protect and expand the capability of our Navy's fleet. Our solutions enhance the performance of the power grid, protect our Navy’s fleet, and lower the cost of wind power.  In the power grid market, we enable electric utilities, industrial facilities, and renewable energy project developers to connect, transmit and distribute smarter, cleaner and better power through our transmission planning services and power electronics and superconductor-based systems. In the wind power market, we enable manufacturers to field highly competitive wind turbines through our advanced power electronics and control system products, engineering, and support services. Our power grid and wind products and services provide exceptional reliability, security, efficiency and affordability to our customers.

 

Our power system solutions help to improve energy efficiency, alleviate power grid capacity constraints, improve system resiliency, and increase the adoption of renewable energy generation. Demand for our solutions is driven by the growing needs for modernized smart grids that improve power reliability, security and quality, the U.S. Navy's effort to upgrade onboard power systems to support fleet electrification, and the needs for increased renewable sources of electricity, such as wind and solar energy. Concerns about these factors have led to increased spending by corporations and the military, as well as supportive government regulations and initiatives on local, state, and national levels, including renewable portfolio standards, tax incentives and international treaties.  

 

We manufacture products using two proprietary core technologies: PowerModule™ programmable power electronic converters and our Amperium® high temperature superconductor ("HTS") wires. These technologies and our system-level solutions are protected by a robust intellectual property portfolio consisting of patents and patent applications worldwide and rights through exclusive and non-exclusive licenses.

 

We operate our business under two market-facing business units: Grid and Wind. We believe this market-centric structure enables us to more effectively anticipate and meet the needs of power generation project developers, the Navy's ship protection systems, electric utilities and wind turbine manufacturers.

 

 

Grid. Through our Gridtec™ Solutions, our Grid business segment enables electric utilities, industrial facilities, and renewable energy project developers to connect, transmit and distribute power with exceptional efficiency, reliability, security and affordability. We provide transmission planning services that allow us to identify power grid congestion, poor power quality, and other risks, which help us determine how our solutions can improve network performance. These services often lead to sales of our grid interconnection solutions for wind farms and solar power plants, power quality systems and transmission and distribution cable systems.  We also sell ship protection products to the U.S. Navy through our Grid business segment.

 

 

Wind. Through our Windtec™ Solutions, our Wind business segment enables manufacturers to field wind turbines with exceptional power output, reliability and affordability. We supply advanced power electronics and control systems, license our highly engineered wind turbine designs, and provide extensive customer support services to wind turbine manufacturers. Our design portfolio includes a broad range of drivetrains and power ratings of 2 megawatts ("MWs") and higher. We provide a broad range of power electronics and software-based control systems that are highly integrated and designed for optimized performance, efficiency, and grid compatibility.

 

Our fiscal year begins on April 1 and ends on March 31. When we refer to a particular fiscal year, we are referring to the fiscal year that began on April 1 of that same year. For example, fiscal 2024 refers to the fiscal year that began on April 1, 2024. Other fiscal years follow similarly.

 

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We continue to experience some inflationary pressure in our supply chain and some delays in sourcing materials needed for our products, resulting in some production disruption, both of which have increased our cost of revenues and decreased gross margin.  While the impact of inflation has been challenging, we continue to take actions to limit this pressure including adjusting the pricing of our products and services. Changes in macroeconomic conditions arising from various reasons, such as the ongoing wars between Russia and Ukraine and Israel and Hamas, inflation, rising interest rates, labor force availability, sourcing, material delays and global supply chain disruptions, could have a material adverse effect on the Company’s business, financial condition and results of operation.

 

In February 2023, we completed the process of determining and verifying our eligibility and amount of payroll tax credits known as the Employee Retention Credit (“ERC”) under the CARES Act which Congress enacted as part of the Taxpayer Certainty and Disaster Tax Relief Act of 2020. This resulted in filing certain amended payroll tax forms for eligible quarters in 2020 and 2021, which, in the aggregate, totaled $3.3 million. We recognized a receivable in prepaid expenses and other current assets and a benefit to cost of revenues and operating expenses in the quarter ended March 31, 2023. In the year ended March 31, 2024, the Company received $3.0 million in payments for the initial claims that were processed. The remaining balance is expected to be paid during fiscal 2024.

 

On February 2, 2024, we completed an offering of 6,210,000 shares of our common stock at a public offering price of $11.25 per share under our then-existing Registration Statement on Form S-3. We received net proceeds of approximately $65.2 million after deducting underwriting discounts and commissions and offering expenses.  See Note 1, “Nature of the Business and Operations and Liquidity,” for further information about this offering.

 

On August 1, 2024, we entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the selling stockholders named therein.  Pursuant to the terms of the Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding shares of Megatran, for aggregate consideration in an amount equal to $61,350,000 (the “Purchase Price”).  The Megatran purchase price was $30.0 million in cash on hand, and 1,297,600 restricted shares of our common stock.  Megatran is a U.S.-based global provider of engineered power conversion solutions for demanding industrial and military applications.  As a result of this transaction, Megatran became a wholly-owned subsidiary and will be operated by our Grid business unit.

 

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. Certain prior period amounts were reclassified to conform to the presentation in the current period. There were no significant changes in the critical accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

 

Results of Operations

 

Three months ended June 30, 2024, compared to the three months ended June 30, 2023

 

Revenues

 

Total revenues increased 33% to $40.3 million for the three months ended June 30, 2024, compared $30.3 million for the three months ended June 30, 2023. Our revenues are summarized as follows (in thousands):

 

   

Three Months Ended June 30,

 
   

2024

   

2023

 

Revenues:

               

Grid

  $ 32,336     $ 25,737  

Wind

    7,954       4,517  

Total

  $ 40,290     $ 30,254  

 

Our Grid business unit accounted for 80% of total revenues for the three months ended June 30, 2024, compared to 85% for the three months ended June 30, 2023. Our Grid business unit revenues increased 26% to $32.3 million in the three months ended June 30, 2024, from $25.7 million in the three months ended June 30, 2023. The increase in the Grid business unit revenues in the three months ended June 30, 2024, compared to the three months ended June 30, 2023 was primarily driven by increased shipments of new energy power systems than in the prior year period.

 

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Our Wind business unit accounted for 20% of total revenues for the three months ended June 30, 2024, compared to 15% for the three months ended June 30, 2023. Revenues in the Wind business unit increased 76% to $8.0 million in the three months ended June 30, 2024, from $4.5 million in the three months ended June 30, 2023. The increase during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, was driven by additional shipments of electrical control systems ("ECS") at increased prices. 

 

Cost of Revenues and Gross Margin

 

Cost of revenues increased by 17% to $28.1 million for the three months ended June 30, 2024, compared to $24.0 million for the three months ended June 30, 2023. Gross margin was 30% for the three months ended June 30, 2024, compared to 21% for the three months ended June 30, 2023The increase in gross margin in the three months ended June 30, 2024 was due to higher revenues, a more favorable product mix and favorable impacts across the business due to pricing increases across our product lines.

 

Operating Expenses

 

Research and development

 

Research and development ("R&D") expenses increased 23% in the three months ended June 30, 2024 to $2.3 million from $1.9 million in the three months ended June 30, 2023. The increase was driven primarily by higher overall compensation expense and additional supplies and materials. 

 

Selling, general, and administrative

 

Selling, general and administrative ("SG&A") expenses increased 13% in the three months ended June 30, 2024 to $8.9 million from $7.9 million in the three months ended June 30, 2023 The increase in SG&A expense in the three months ended June 30, 2024, was due to higher overall compensation expense and higher outside services expense.

 

Amortization of acquisition related intangibles

 

We recorded amortization expense related to our core technology and know-how, customer relationships, and other intangible assets of $0.4 million in the three months ended June 30, 2024, and $0.5 million in the three months ended June 30, 2023The decrease in amortization expense is a result of using the economic consumption method as the basis to amortize the acquired customer relationship intangible assets from NEPSI and Neeltran.

 

Change in fair value of contingent consideration

 

The change in fair value of our contingent consideration for the earnout payment on the acquisition of NEPSI resulted in losses of $3.9 million and $1.3 million in the three months ended June 30, 2024 and 2023, respectively. The change in the fair value was primarily driven by an increased likelihood of achieving certain revenue targets and an increase in our stock price.

 

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Operating income (loss)

 

Our operating income (loss) is summarized as follows (in thousands):

 

   

Three Months Ended June 30,

 
   

2024

   

2023

 

Operating income (loss):

               

Grid

  $ 859     $ (1,971 )

Wind

    999       (649 )

Unallocated corporate expenses

    (5,149 )     (2,713 )

Total

  $ (3,291 )   $ (5,333 )

 

Our Grid business segment generated operating income of $0.9 million in the three months ended June 30, 2024, compared to operating losses of $2.0 million in the three months ended June 30, 2023.  The increase in the Grid business unit operating income in the three months ended June 30, 2024 was due to higher revenues and gross margins due to a favorable product mix.

 

Our Wind business segment generated operating income of $1.0 million in the three months ended June 30, 2024, compared to operating losses of $0.6 million in the three months ended June 30, 2023. The improvement in the Wind business unit operating income in the three months ended June 30, 2024 was due to higher revenues and gross margins from increased sales of ECS units.

 

Unallocated corporate expenses included net losses on contingent consideration of $3.9 million and $1.3 million in the three months ended June 30, 2024 and 2023, respectively. Additionally, unallocated corporate expenses consisted of stock-based compensation expense of $1.2 million and $1.4 million in the three months ended June 30, 2024 and 2023, respectively.

 

Interest income, net
 

Interest income, net, was $1.1 million in the three months ended June 30, 2024, compared to $0.2 million in the three months ended June 30, 2023. The increase in interest income, net, in the three months ended June 30, 2024 was due to higher cash balances earning higher interest rates. 

 

Other expense, net 

 

Other expense, net, was $0.2 million in the three months ended June 30, 2024, compared to $0.1 million in the three months ended June 30, 2023. The increase in other expense, net, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, was driven by the impacts of unfavorable fluctuations in foreign currencies during the periods.

 

 Income Taxes

 

Income tax expense was $0.2 million in the three months ended June 30, 2024. Income tax expense was $0.1 million in the three months ended June 30, 2023. 

 

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Net loss

 

Net loss was $2.5 million in the three months ended June 30, 2024, compared to $5.4 million in the three months ended June 30, 2023. The decrease in net loss was driven primarily by the increased revenues and gross margins.

 

Non-GAAP Financial Measure - Non-GAAP Net Income (Loss)

 

Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP measures included in this Quarterly Report on Form 10-Q, however, should be considered in addition to, and not as a substitute for or superior to the comparable measures prepared in accordance with GAAP.

 

We define non-GAAP net income (loss) as net loss before stock-based compensation, amortization of acquisition-related intangibles, change in fair value of contingent consideration, and other non-cash or unusual charges.  We believe non-GAAP net income (loss) assists management and investors in comparing our performance across reporting periods on a consistent basis by excluding these non-cash charges and other items that we do not believe are indicative of our core operating performance. In addition, we use non-GAAP net income (loss) as a factor to evaluate the effectiveness of our business strategies. A reconciliation of GAAP to non-GAAP net income (loss) is set forth in the table below (in thousands, except per share data):

 

   

Three Months Ended June 30,

 
   

2024

   

2023

 

Net loss

  $ (2,524 )   $ (5,398 )

Stock-based compensation

    1,229       1,357  

Amortization of acquisition-related intangibles

    412       544  

Change in fair value of contingent consideration

    3,920       1,350  

Non-GAAP net income (loss)

  $ 3,037     $ (2,147 )
                 

Non-GAAP net income (loss) per share - basic

  $ 0.09     $ (0.08 )

Non-GAAP net income (loss) per share - diluted

  $ 0.08     $ (0.08 )

Weighted average shares outstanding - basic

    35,676       28,258  

Weighted average shares outstanding - diluted

    37,032       28,258  

 

We incurred non-GAAP net income of $3.0 million, or $0.09 per share, for the three months ended June 30, 2024, compared to non-GAAP net losses of $2.1 million, or $(0.08) per share, for the three months ended June 30, 2023. The improvement in the non-GAAP net income (loss) for the three months ended June 30, 2024 was due to a lower operating loss driven by higher revenues and gross margins.

 

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Liquidity and Capital Resources

 

We have experienced recurring operating losses and, as of June 30, 2024, had an accumulated deficit of $1,069.2 million.

 

Our cash requirements depend on numerous factors, including the successful completion of our product development activities, our ability to commercialize our Resilient Electric Grid and ship protection system solutions, the rate of customer and market adoption of our products, collecting receivables according to established terms, the continued availability of U.S. government funding during the product development phase of our superconductor-based products and whether Inox is successful in executing on Solar Energy Corporation of India Limited orders or in obtaining additional orders under the new central and state auction regime. We continue to closely monitor our expenses and, if required, expect to reduce our operating and capital spending to enhance liquidity.

 

In January 2024, we filed a shelf registration statement on Form S-3 that will expire three years from the date on which it was declared effective, March 15, 2027 (the “Form S-3”). The Form S-3 allows us to offer and sell from time-to-time up to $250 million of common stock, debt securities, warrants or units comprised of any combination of these securities. The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions, in order to fund our future capital needs. The terms of any future offering under the Form S-3 will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

 

On February 14, 2024, we completed a public offering of 6,210,000 shares of our common stock at a price of $11.25 per share under our then-existing Registration Statement on Form S-3. We received net proceeds of approximately $65.2 million after deducting underwriting discounts and commissions and offering expenses.

 

As of June 30, 2024, we had cash, cash equivalents and restricted cash of $95.5 million, compared to $92.3 million as of March 31, 2024, an increase of $3.2 million. As of June 30, 2024, we had $3.2 million in cash, cash equivalents, and restricted cash in foreign bank accounts. Our cash, cash equivalents, and restricted cash are summarized as follows (in thousands):

 

   

June 30, 2024

   

March 31, 2024

 

Cash and cash equivalents

  $ 93,455     $ 90,522  

Restricted cash

    2,068       1,758  

Total cash, cash equivalents, and restricted cash

  $ 95,523     $ 92,280  

 

For the three months ended June 30, 2024, net cash provided by operating activities was $3.4 million, compared to cash used in operations of $2.2 million for the three months ended June 30, 2023. The increase in cash flows from operating activities in the three months ended June 30, 2024 was due primarily to improvement in net loss, increase in the change in fair value of contingent consideration, and less cash used to settle accounts payable and accrued expenses, slightly offset by cash used for prepaid expenses and other assets.

 

For the three months ended June 30, 2024, net cash used in investing activities was less than $0.1 million, compared to $0.3 million for the three months ended June 30, 2023. The decrease in net cash used in investing activities was primarily due to changes in other assets.

 

For the three months ended June 30, 2024, net cash used in financing activities was $0.1 million compared to less than $0.1 million for the three months ended June 30, 2023. The increase was in the repurchase of common stock in connection with employee tax obligations upon the vesting of stock awards.

 

As of June 30, 2024, we had $1.6 million of restricted cash included in long-term assets and $0.5 million of restricted cash included in current assets. At March 31, 2024, we had $1.3 million of restricted cash included in long-term assets and $0.5 million of restricted cash in current assets. These amounts included in restricted cash primarily represent collateral deposits to secure surety bonds and letters of credit for various customer contracts. These deposits are held in interest bearing accounts.

 

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the condensed consolidated balance sheet as of June 30, 2024, while others are considered future commitments. We have various contractual arrangements, under which we have committed to purchase certain minimum quantities of goods or services on an annual basis. For information regarding our other contractual obligations, refer to Note 13, "Contingent Consideration," Note 14, "Debt," Note 15, "Leases" and Note 16, "Commitments and Contingencies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

 

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We believe we have sufficient available liquidity to fund our operations and capital expenditures for the next twelve months. We recently raised $65.2 million, net of offering expenses, through an equity raise in February 2024. In addition, we may seek to raise additional capital, which could be in the form of loans, convertible debt or equity, to fund our operating requirements and capital expenditures. Our liquidity is highly dependent on our ability to increase revenues, control our operating costs, and raise additional capital, if necessary. There can be no assurance that we will be able to raise additional capital on favorable terms or at all or execute on any other means of improving our liquidity as described above.  Additionally, the impact of global sources of instability, including the ongoing wars between Russia and Ukraine and Israel and Hamas, instability of financial institutions and political instability in the United States, on the global financial markets may reduce our ability to raise additional capital, if necessary, which could negatively impact our liquidity. We also continue to closely monitor our expenses and, if required, we intend to reduce our operating and capital spending to enhance liquidity. 

 

Legal Proceedings

 

From time to time, we are involved in legal and administrative proceedings and claims of various types. We record a liability in our condensed consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. We review these estimates each accounting period as additional information is known and adjust the loss provision when appropriate. If a matter is both probable to result in liability and the amounts of loss can be reasonably estimated, we estimate and disclose the possible loss or range of loss to the extent necessary to make the condensed consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in our condensed consolidated financial statements.

 

Recent Accounting Pronouncements

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. Following the release of ASU 2023-07 in November 2023, the effective date will be annual reporting periods beginning after December 15, 2024. As of June 30, 2024, we are evaluating the impact on our condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Following the release of ASU 2023-09 in December 2023, the effective date will be annual reporting periods beginning after December 15, 2024. As of June 30, 2024, we are evaluating the impact on our condensed consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-02, Codification ImprovementsAmendments to Remove References to the Concepts Statements. The amendments in ASU 2024-02 contain amendments to the Codification that remove references to various FASB Concepts Statements. Following the release of ASU 2024-02 in March 2024, the effective date will be annual reporting periods beginning after December 15, 2024. As of June 30, 2024, we are evaluating the impact on our condensed consolidated financial statements.

 

We do not believe that, outside of those disclosed here, there are any other recently issued accounting pronouncements that will have a material impact on our condensed consolidated financial statements.

 

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

35

 

PART II—OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

None

 

ITEM 1A.

RISK FACTORS

 

There have been no material changes to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on May 29, 2024.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The Company’s stock repurchase activity during the three months ended June 30, 2024 was as follows:

 

Month

 

Total Number
of Shares
Purchased(a)

   

Average
Price Paid
per Share

   

Total Number of
Shares Purchased
as Part of Publicly
Announced
Plans or
Programs

    Approximate
Dollar Value of Shares
that May Yet Be
Purchased under the
Plans or Programs
(in millions)
 
April 1, 2024 - April 30, 2024                          
May 1, 2024 - May 31, 2024                          
June 1, 2024 - June 30, 2024     5,720     $ 22.07                

Total

    5,720     $ 22.07                

 

(a) During the three months ended June 30, 2024, we purchased shares in connection with our stock-based compensation plans, whereby shares of our common stock were tendered by employees for payment of applicable statutory tax withholdings.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not Applicable

 

 

ITEM 5.

OTHER INFORMATION

 

(a) None

 

(b) None

 

(c) During the three months ended June 30, 2024no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation


 

 

36

 
 

ITEM 6.

EXHIBITS

 

EXHIBIT INDEX

 

        Incorporated by Reference

Exhibit

Number

 

Exhibit Description

 

Form

 

File No.

 

Exhibit

 

Filing

Date

 

Filed/Furnished

Herewith

10.1   Fiscal 2024 Executive Incentive Plan   8-K   000-19672   10.1   May 29, 2024    

31.1

 

Chief Executive Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Chief Financial Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

32.1

 

Chief Executive Officer—Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

**

 

 

 

 

 

 

 

 

 

 

 

 

 

32.2

 

Chief Financial Officer—Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

**

 

 

 

 

 

 

 

 

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document. 

 

 

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

101.CAL

 

Inline XBRL Taxonomy Calculation Linkbase Document. 

 

 

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

101.DEF

 

Inline XBRL Definition Linkbase Document. 

 

 

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

101.LAB

 

Inline XBRL Taxonomy Label Linkbase Document. 

 

 

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

101.PRE

 

Inline XBRL Taxonomy Presentation Linkbase Document. 

 

 

 

 

 

 

 

 

 

*

                         
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)                    

_________________________

 

*

Filed herewith

 

**

Furnished herewith

 

Attached as Exhibits 101 to this report are the following formatted in inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2024 and March 31, 2024 (ii) Statements of Operations for the three months ended June 30, 2024 and 2023, (iii) Condensed Consolidated Statements of Comprehensive Loss for the three months ended June 30, 2024 and 2023, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2024 and 2023, and (v) Notes to Condensed Consolidated Financial Statements.

 

37

 

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.

 

 

 

 

AMERICAN SUPERCONDUCTOR CORPORATION

 

 

 

 

 

 

By:

/s/ John W. Kosiba, Jr.

Date:

August 6, 2024

 

John W. Kosiba, Jr.

 

 

 

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

 

 

 

 

 

38

Exhibit 31.1

 

AMERICAN SUPERCONDUCTOR CORPORATION

CERTIFICATIONS

I, Daniel P. McGahn, certify that: 

 

1.

I have reviewed this Quarterly Report on Form 10-Q of American Superconductor Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date:

August 6, 2024

By:

/s/ Daniel P. McGahn

 

 

  Daniel P. McGahn
 

 

 

Chief Executive Officer

 

 

Exhibit 31.2

 

AMERICAN SUPERCONDUCTOR CORPORATION

CERTIFICATIONS

 

I, John W. Kosiba, Jr., certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of American Superconductor Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date:

August 6, 2024

By:

/s/ John W. Kosiba, Jr.

 

 

 

John W. Kosiba, Jr.

 

 

 

Chief Financial Officer

 

 

Exhibit 32.1

 

AMERICAN SUPERCONDUCTOR CORPORATION

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of American Superconductor Corporation (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Daniel P. McGahn, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date:

August 6, 2024

By:

/s/ Daniel P. McGahn

 

 

 

Daniel P. McGahn

 

 

 

Chief Executive Officer

 

 

Exhibit 32.2

 

AMERICAN SUPERCONDUCTOR CORPORATION

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of American Superconductor Corporation (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, John W. Kosiba, Jr., Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date:

August 6, 2024

By:

/s/ John W. Kosiba, Jr.

 

 

 

John W. Kosiba, Jr.

 

 

 

Chief Financial Officer

 

 
v3.24.2.u1
Document And Entity Information - shares
3 Months Ended
Jun. 30, 2024
Aug. 02, 2024
Document Information [Line Items]    
Entity Central Index Key 0000880807  
Entity Registrant Name AMERICAN SUPERCONDUCTOR CORP /DE/  
Amendment Flag false  
Current Fiscal Year End Date --03-31  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 0-19672  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 04-2959321  
Entity Address, Address Line One 114 East Main St.  
Entity Address, City or Town Ayer  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 01432  
City Area Code 978  
Local Phone Number 842-3000  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Trading Symbol AMSC  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   38,295,761
v3.24.2.u1
Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Current assets:    
Cash and cash equivalents $ 93,455 $ 90,522
Accounts receivable, net 23,529 26,325
Inventory, net 45,149 41,857
Prepaid expenses and other current assets 10,424 7,295
Restricted cash 468 468
Total current assets 173,025 166,467
Property, plant and equipment, net 10,529 10,861
Intangibles, net 5,957 6,369
Right-of-use assets 4,096 2,557
Goodwill 43,471 43,471
Restricted cash 1,600 1,290
Deferred tax assets 1,114 1,119
Other assets 351 637
Total assets 240,143 232,771
Current liabilities:    
Accounts payable and accrued expenses 22,309 24,235
Lease liability, current portion 862 716
Debt, current portion 9 25
Contingent consideration 7,020 3,100
Deferred revenue, current portion 55,984 50,732
Total current liabilities 86,184 78,808
Deferred revenue, long-term portion 6,929 7,097
Lease liability, long-term portion 3,359 1,968
Deferred tax liabilities 300 300
Other liabilities 27 27
Total liabilities 96,799 88,200
Commitments and Contingencies (Note 16)
Stockholders' equity:    
Common stock 374 373
Additional paid-in capital 1,214,320 1,212,913
Treasury stock (3,765) (3,639)
Accumulated other comprehensive income 1,597 1,582
Accumulated deficit (1,069,182) (1,066,658)
Total stockholders' equity 143,344 144,571
Total liabilities and stockholders' equity $ 240,143 $ 232,771
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenues $ 40,290 $ 30,254
Cost of revenues 28,065 23,972
Gross margin 12,225 6,282
Operating expenses:    
Research and development 2,286 1,853
Selling, general and administrative 8,898 7,868
Amortization of acquisition-related intangibles 412 538
Change in fair value of contingent consideration 3,920 1,350
Restructuring 0 6
Total operating expenses 15,516 11,615
Operating loss (3,291) (5,333)
Interest income, net 1,120 174
Other expense, net (160) (118)
Loss before income tax expense (2,331) (5,277)
Income tax expense 193 121
Net loss $ (2,524) $ (5,398)
Net loss per common share    
Basic (in dollars per share) $ (0.07) $ (0.19)
Diluted (in dollars per share) $ (0.07) $ (0.19)
Weighted average number of common shares outstanding    
Basic (in shares) 35,676 28,258
Diluted (in shares) 35,676 28,258
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Net loss $ (2,524) $ (5,398)
Other comprehensive (loss) gain, net of tax:    
Foreign currency translation (loss) gain 15 (2)
Total other comprehensive (loss) gain, net of tax 15 (2)
Comprehensive loss $ (2,509) $ (5,400)
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Treasury Stock, Common [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance (in shares) at Mar. 31, 2023 29,937          
Balance at Mar. 31, 2023 $ 299 $ 1,139,113 $ (3,639) $ 1,571 $ (1,055,547) $ 81,797
Issuance of common stock – restricted shares (in shares) 699          
Issuance of common stock – restricted shares $ 7 (7) 0 0 0 0
Stock-based compensation expense   1,357       1,357
Issuance of common stock for 401(k) match (in shares) 33          
Issuance of common stock for 401(k) match $ 1 163 0 0 0 164
Cumulative translation adjustment       (2)   (2)
Net loss         (5,398) (5,398)
Balance (in shares) at Jun. 30, 2023 30,669          
Balance at Jun. 30, 2023 $ 307 1,140,626 (3,639) 1,569 (1,060,945) 77,918
Balance (in shares) at Mar. 31, 2024 37,343          
Balance at Mar. 31, 2024 $ 373 1,212,913 (3,639) 1,582 (1,066,658) 144,571
Issuance of common stock – restricted shares (in shares) 44          
Issuance of common stock – restricted shares $ 1 (1) 0 0 0 0
Stock-based compensation expense   1,229       1,229
Issuance of common stock for 401(k) match (in shares) 12          
Issuance of common stock for 401(k) match $ 0 179 0 0 0 179
Repurchase of treasury stock $ 0 0 (126) 0 0 (126)
Cumulative translation adjustment       15   15
Net loss         (2,524) (2,524)
Balance (in shares) at Jun. 30, 2024 37,399          
Balance at Jun. 30, 2024 $ 374 $ 1,214,320 $ (3,765) $ 1,597 $ (1,069,182) $ 143,344
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net loss $ (2,524) $ (5,398)
Adjustments to reconcile net loss to net cash provided by (used in) operations:    
Depreciation and amortization 1,008 1,119
Stock-based compensation expense 1,229 1,357
Provision for excess and obsolete inventory 503 384
Amortization of operating lease right-of-use assets 192 195
Deferred income taxes (2) (1)
Change in fair value of contingent consideration 3,920 1,350
Other non-cash items (3) 5
Changes in operating asset and liability accounts:    
Accounts receivable 2,786 549
Inventory (3,799) (6,272)
Prepaid expenses and other assets (3,099) 6,738
Operating leases (195) (195)
Accounts payable and accrued expenses (1,734) (9,394)
Deferred revenue 5,127 7,318
Net cash provided by (used in) operating activities 3,409 (2,245)
Cash flows from investing activities:    
Purchases of property, plant and equipment (265) (214)
Change in other assets 245 (79)
Net cash used in investing activities (20) (293)
Cash flows from financing activities:    
Repayment of debt (16) (17)
Employee taxes paid related to net settlement of equity awards (126) 0
Net cash used in financing activities (142) (17)
Effect of exchange rate changes on cash (4) 2
Net increase (decrease) in cash, cash equivalents and restricted cash 3,243 (2,553)
Cash, cash equivalents and restricted cash at beginning of period 92,280 25,675
Cash, cash equivalents and restricted cash at end of period 95,523 23,122
Supplemental schedule of cash flow information:    
Cash paid for income taxes, net of refunds 148 81
Non-cash investing and financing activities    
Right-of-use assets obtained in exchange for new lease obligations 1,730 8
Issuance of common stock to settle liabilities $ 179 $ 163
v3.24.2.u1
Note 1 - Nature of the Business and Operations and Liquidity
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

 

1. Nature of the Business and Operations and Liquidity

 

Nature of the Business and Operations

 

American Superconductor Corporation (together with its subsidiaries, “AMSC®” or the “Company”) was founded on April 9, 1987. The Company is a leading system provider of megawatt-scale power resiliency solutions that orchestrate the rhythm and harmony of power on the grid™ and protect and expand the capability of the Navy’s fleet. The Company’s system level products leverage its proprietary “smart materials” and “smart software and controls” to provide enhanced resiliency and improved performance of megawatt-scale power flow.

 

These unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with United States generally accepted accounting principles (“GAAP”) and the Securities and Exchange Commission’s (“SEC”) instructions to Form 10-Q. Certain prior period amounts were reclassified to conform to the presentation in the current period. The going concern basis of presentation assumes that the Company will continue operations and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been or omitted pursuant to those instructions. The year-end 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  June 30, 2024 and 2023 and the financial position at June 30, 2024; however, these results are not necessarily indicative of results which may be expected for the full year. The interim condensed consolidated financial statements, and notes thereto, should be read in conjunction with the audited condensed consolidated financial statements for the year ended  March 31, 2024, and notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended  March 31, 2024 filed with the SEC on May 29, 2024.

 

Liquidity

 

The Company has historically experienced recurring operating losses and as of June 30, 2024, the Company had an accumulated deficit of $1,069.2 million. In addition, the Company has historically experienced recurring negative operating cash flows. At June 30, 2024, the Company had cash and cash equivalents of $93.5 million. Cash provided by operations for the three months ended  June 30, 2024 was $3.4 million.

 

In January 2024, the Company filed a shelf registration statement on Form S-3 that will expire three years from the date on which it was declared effective, March 15, 2027 (the “Form S-3”). The Form S-3 allows the Company to offer and sell from time-to-time up to $250 million of common stock, debt securities, warrants or units comprised of any combination of these securities. The Form S-3 is intended to provide the Company flexibility to conduct registered sales of its securities, subject to market conditions, in order to fund its future capital needs. The terms of any future offering under the Form S-3 will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

 

On January 31, 2024, the Company entered into an underwriting agreement with Oppenheimer & Co. Inc., as a representative of the several underwriters named therein, relating to the issuance and sale (the "2024 Offering") of 6,210,000 shares of the Company's common stock at a public offering price of $11.25 per share. The net proceeds to the Company from the 2024 Offering were approximately $65.2 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. The 2024 Offering closed on February 14, 2024. 

 

On August 1, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the selling stockholders named therein.  Pursuant to the terms of the Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding shares of Megatran ("the "Acquisition"), for aggregate consideration in an amount equal to $61,350,000 (the “Purchase Price”), which consideration amount shall be subject to various adjustments set forth in the Stock Purchase Agreement (including those described below) and consists of: (a) (i) $25,000,000, minus (ii) the Indebtedness (as defined in the Stock Purchase Agreement) outstanding as of immediately prior to the closing, minus (iii) Company Expenses (as defined in the Stock Purchase Agreement) (collectively, the “Cash Purchase Price”); (b) a number of restricted shares (rounded up or down to the nearest whole share, as applicable) (the “Company Shares”) of the Company’s common stock, $.01 par value per share (“Common Stock”) equal to the quotient obtained by dividing (x) $31,350,000 (the “Share Purchase Price”) by (y) the closing price per share of Common Stock on the Nasdaq Global Select Market on the last trading day immediately preceding the Closing Date; and (c) an additional cash payment equal to $5,000,000, as adjusted pursuant to Sections 5.6(c), (d), and (f) of the Stock Purchase Agreement (the “Additional Cash Purchase Price”). Megatran is now a wholly-owned subsidiary of the Company and is operated and reported as a component of its Grid business unit.

 

In recent periods, the Company has experienced inflationary pressure in its supply chain and some delays in sourcing materials needed for its products resulting in some production disruption, both of which have increased the Company’s cost of revenues and decreased gross margin. While the impact of inflation has been challenging, the Company has taken actions to limit this pressure, including adjusting the pricing of its products and services. Changes in macroeconomic conditions arising from various reasons, such as the ongoing wars between Russia and Ukraine and Israel and Hamas, inflation, rising interest rates, labor force availability, sourcing, material delays and global supply chain disruptions could have a material adverse effect on the Company’s business, financial condition and results of operation.

 

The Company believes that based on the information presented above and its quarterly management assessment, it has sufficient liquidity to fund its operations and capital expenditures for the next twelve months following the issuance of the unaudited condensed consolidated financial statements for the three months ended June 30, 2024. The Company’s liquidity is highly dependent on its ability to increase revenues, its ability to control its operating costs, and its ability to raise additional capital, if necessary. The impact of global sources of instability, including the wars between Russia and Ukraine and Israel and Hamas, on the global financing markets may reduce the Company's ability to raise additional capital, if necessary, which could negatively impact the Company's liquidity.  There can be no assurance that the Company will be able to continue to raise additional capital, on favorable terms or at all, from other sources or execute on any other means of improving liquidity described above.

v3.24.2.u1
Note 2 - Revenue Recognition
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

2. Revenue Recognition

 

The Company’s revenues in its Grid segment are derived primarily through enabling the transmission and distribution of power, providing planning services that allow it to identify power grid needs and risks, and developing ship protection systems for the U.S. Navy. The Company’s revenues in its Wind segment are derived primarily through supplying advanced power electronics and control systems, licensing its highly engineered wind turbine designs, and providing extensive customer support services to wind turbine manufacturers. The Company records revenue based on a five-step model in accordance with Accounting Standards Codification ("ASC") 606. For its customer contracts, the Company identifies the performance obligations, determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) control of goods or services is transferred to the customer. For the three months ended June 30, 2024 and 2023, 88% and 76% of revenue, respectively, was recognized at the point in time when control transferred to the customer, with the remainder being recognized over time.

 

In the Company's equipment and system product line, each contract with a customer summarizes each product sold to a customer, which typically represents distinct performance obligations. A contract's transaction price is allocated to each distinct performance obligation using the respective standalone selling price which is determined primarily using the cost-plus expected margin approach and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s product sales transfer control to the customer in line with the contracted delivery terms and revenue is recorded at the point in time when title and risk transfer to the customer, which is primarily upon delivery, as the Company has determined that this is the point in time that control transfers to the customer.

 

In the Company's service and technology development product line, there are several different types of transactions and each begins with a contract with a customer that summarizes each product sold to a customer, which typically represents distinct performance obligations. The technology development transactions are primarily for activities that have no alternative use and for which a profit can be expected throughout the life of the contract. In these cases, the revenue is recognized over time, but in the instances where the profit cannot be assured throughout the entire contract then the revenue is recognized at a point in time. Each contract's transaction price is allocated to each distinct performance obligation using the respective standalone selling price which is determined primarily using the cost-plus expected margin approach. The ongoing service transactions are for service contracts that provide benefit to the customer simultaneously as the Company performs its obligations, and therefore this revenue is recognized ratably over time throughout the effective period of these contracts. The transaction prices on these contracts are allocated based on an adjusted market approach which is re-assessed annually for reasonableness. The field service transactions include contracts for delivery of goods and completion of services made at the customer's requests, which are not deemed satisfied until the work has been completed and/or the requested goods have been delivered, so all of this revenue is recognized at the point in time when the control changes, and at allocated prices based on the adjusted market approach driven by standard price lists. The royalty transactions are related to certain contract terms on transactions in the Company's equipment and systems product line based on activity as specified in the contracts. The transaction prices of these agreements are calculated based on an adjusted market approach as specified in the contract. The Company reports royalty revenue for usage-based royalties when the sales have occurred. In circumstances when collectability is not assured and a contract does not exist under ASC 606, revenue is deferred until a non-refundable payment has been received for substantially all the amount that is due and there are no further remaining performance obligations.

 

The Company's service contracts can include a purchase order from a customer for specific goods in which each item is a distinct performance obligation satisfied at a point in time at which control of the goods is transferred to the customer.  This transfer occurs based on the contracted delivery terms or when the requested service work has been completed. The transaction price for these goods is allocated based on the adjusted market approach considering similar transactions under similar circumstances. Service contracts are also derived from ongoing maintenance contracts and extended service-type warranty contracts. In these transactions, the Company is contracted to provide an ongoing service over a specified period of time. As the customer is consuming the benefits as the service is being provided, the revenue is recognized over time ratably.

 

The Company’s policy is not to accept volume discounts, product returns, or rebates and allowances within its contracts. In the event a contract was approved with any of these terms, it would be evaluated for variable consideration, estimated and recorded as a reduction of revenue in the same period the related product revenue was recorded.

 

The Company provides assurance-type warranties on all product sales for a term of typically one to three years, and extended service-type warranties are available for purchase at the customer's option for an additional term ranging up to four additional years. The Company accrues for the estimated warranty costs for assurance warranties at the time of sale based on historical warranty experience plus any known or expected changes in warranty exposure. For all extended service-type warranties, the Company recognizes the revenue ratably over time during the effective period of the services.

 

The Company records revenue net of sales tax, value added tax, excise tax and other taxes collected concurrent with revenue-producing activities. The Company has elected to recognize the cost for freight and shipping when control over the products sold passes to customers and revenue is recognized. The Company has elected to recognize incremental costs of obtaining a contract as expense when incurred except in contracts where the amortization period would exceed twelve months. In such cases the long term amount will be assessed for materiality. As of  June 30, 2024 and March 31, 2024, the Company's capitalized incremental contract costs were not material. The Company has elected not to adjust the promised amount of consideration for the effects of a significant financing component if the period of financing is twelve months or less.  The Company has elected to recognize revenue based on the as invoiced practical expedient if there is a right to consideration from a customer in an amount that corresponds directly with the value of the Company's performance.

 

The Company’s contracts with customers do not typically include extended payment terms and may include milestone billing over the life of the contract. Payment terms vary by contract type and type of customer and generally range from 30 to 60 days from delivery.  

 

The following tables disaggregate the Company’s revenue by product line and by shipment destination (in thousands):

 

  

Three Months Ended June 30, 2024

 

Product Line:

 

Grid

  

Wind

 

Equipment and systems

 $29,726  $7,424 

Services and technology development

  2,610   530 

Total

 $32,336  $7,954 
         

Region:

        

Americas

 $30,479  $ 

Asia Pacific

  1,199   7,952 

EMEA

  658   2 

Total

 $32,336  $7,954 

  

  

Three Months Ended June 30, 2023

 

Product Line:

 

Grid

  

Wind

 

Equipment and systems

 $23,126  $3,982 

Services and technology development

  2,611   535 

Total

 $25,737  $4,517 
         

Region:

        

Americas

 $23,161  $ 

Asia Pacific

  1,711   4,465 

EMEA

  865   52 

Total

 $25,737  $4,517 

 

As of June 30, 2024 and 2023, the Company’s contract assets and liabilities primarily relate to the timing differences between cash received from a customer in connection with contractual rights to invoicing and the timing of revenue recognition following completion of performance obligations. The Company's accounts receivable balance is made up entirely of customer contract related balances. Changes in the Company’s contract assets, which are included in “Unbilled accounts receivable” and “Deferred program costs” (see Note 7, “Accounts Receivable” and Note 8, “Inventory” for a reconciliation to the condensed consolidated balance sheets) and "Contract liabilities", which are included in the current portion and long-term portion of "Deferred revenue" in the Company’s condensed consolidated balance sheets, are as follows (in thousands):

 

  

Unbilled Accounts Receivable

  

Deferred Program Costs

  

Contract Liabilities

 

Beginning balance as of March 31, 2024

 $6,150  $2,523  $57,829 

Increases for costs incurred to fulfill performance obligations

     2,119    

Increase (decrease) due to customer billings

  (3,521)     27,577 

Decrease due to cost recognition on completed performance obligations

     (606)   

Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations

  2,291      (22,443)

Other changes and FX impact

  (2)  (2)  (50)

Ending balance as of June 30, 2024

 $4,918  $4,034  $62,913 

 

  

Unbilled Accounts Receivable

  

Deferred Program Costs

  

Contract Liabilities

 

Beginning balance as of March 31, 2023

 $9,958  $2,136  $50,760 

Increases for costs incurred to fulfill performance obligations

     1,084    

Increase (decrease) due to customer billings

  (9,479)     16,308 

Decrease due to cost recognition on completed performance obligations

     (1,234)   

Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations

  5,092      (8,974)

Other changes and FX impact

  1      (11)

Ending balance as of June 30, 2023

 $5,572  $1,986  $58,083 

 

The Company’s remaining performance obligations represent the unrecognized revenue value of the Company’s contractual commitments. The Company’s performance obligations may vary significantly each reporting period based on the timing of major new contractual commitments. As of June 30, 2024, the Company had outstanding performance obligations on existing contracts under ASC 606 to be recognized in the next twelve months of approximately $161.0 million. There are also approximately $90.0 million of outstanding performance obligations to be recognized over a period of thirteen to sixty months. The remaining performance obligations are subject to customer actions and therefore the timing of revenue recognition cannot be reasonably estimated. 

 

The following table sets forth customers who represented 10% or more of the Company’s total revenues for the three months ended June 30, 2024 and 2023:

 

   

Three Months Ended

 
 

Reportable

 

June 30,

 
 

Segment

 

2024

  

2023

 

Inox Wind Limited

Wind

  18%  12%

 

v3.24.2.u1
Note 3 - Stock-based Compensation
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

3. 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  June 30, 2024 and 2023 (in thousands):

 

  

Three Months Ended June 30,

 
  

2024

  

2023

 

Cost of revenues

 $58  $109 

Research and development

  143   156 

Selling, general and administrative

  1,028   1,092 

Total

 $1,229  $1,357 

  

The Company issued 25,000 shares of restricted stock and 19,200 shares of immediately vested common stock during the three months ended June 30, 2024. The Company issued 672,500 shares of restricted stock and 53,675 shares of immediately vested common stock during the three months ended June 30, 2023. These restricted stock awards generally vest over 2-3 years. Awards for restricted stock include both time-based and performance-based awards. For options and restricted stock awards that vest upon the passage of time, expense is being recorded over the vesting period. Performance-based awards are expensed over the requisite service period based on probability of achievement.

 

The estimated fair value of the Company’s stock-based awards, less expected annual forfeitures, is amortized over the awards’ service period. There were no unrecognized compensation costs for unvested stock options as of June 30, 2024. The total unrecognized compensation cost for unvested outstanding restricted stock was $4.1 million as of  June 30, 2024. This expense will be recognized over a weighted-average expense period of approximately 1.4 years.

 

The Company granted no stock options during the three months ended  June 30, 2024 and 2023

v3.24.2.u1
Note 4 - Computation of Net Loss Per Common Share
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

4. Computation of Net Loss per Common Share

 

Basic net loss per share (“EPS”) is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Where applicable, diluted EPS is computed by dividing the net loss by the weighted-average number of common shares and dilutive common equivalent shares outstanding during the period, calculated using the treasury stock method. Common equivalent shares include the effect of restricted stock, exercise of stock options and warrants and contingently issuable shares. Stock options and warrants that are out-of-the-money with exercise prices greater than the average market price of the underlying common shares and shares of performance-based restricted stock where the contingency was not met are excluded from the computation of diluted EPS as the effect of their inclusion would be anti-dilutive. For the three months ended June 30, 2024, 336,206 shares were not included in the calculation of diluted EPS. Of these, 300,000 relate to shares associated with the contingent consideration derivative liability for which the contingency has not yet been met, and 36,206 relate to outstanding stock options as they were considered anti-dilutiveFor the three months ended June 30, 2023, 1,071,504 million shares were not included in the calculation of diluted EPS. Of these, 1,000,000 relate to shares associated with the contingent consideration derivative liability for which the contingency has not yet been met, and 71,504 relate to outstanding stock options as they were considered anti-dilutive. 

 

The following table reconciles the numerators and denominators of the earnings per share calculation for the three months ended  June 30, 2024 and 2023 (in thousands, except per share data):

 

  

Three Months Ended June 30,

 
  

2024

  

2023

 

Numerator:

        

Net loss

 $(2,524) $(5,398)

Denominator:

        

Weighted-average shares of common stock outstanding

  36,991   29,706 

Weighted-average shares subject to repurchase

  (1,315)  (1,448)

Shares used in per-share calculation ― basic

  35,676   28,258 

Shares used in per-share calculation ― diluted

  35,676   28,258 

Net loss per share ― basic

 $(0.07) $(0.19)

Net loss per share ― diluted

 $(0.07) $(0.19)

 

v3.24.2.u1
Note 5 - Goodwill and Other Intangibles
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

5. Goodwill and Other Intangibles

 

Goodwill

 

Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized but reviewed for impairment. Goodwill is reviewed annually on February 28th and whenever events or changes in circumstances indicate that the carrying value of the goodwill might not be recoverable.

 

There were no changes to goodwill during the three months ended  June 30, 2024 or the year ended March 31, 2024.

 

The Company did not identify any triggering events in the three months ended  June 30, 2024 that would require interim impairment testing of goodwill.

 

Other Intangibles

 

Intangible assets at  June 30, 2024 and  March 31, 2024 consisted of the following (in thousands):

 

  

June 30, 2024

  

March 31, 2024

     
  

Gross Amount

  

Accumulated Amortization

  

Net Book Value

  

Gross Amount

  

Accumulated Amortization

  

Net Book Value

  

Estimated Useful Life

 

Backlog

  681   (681)     681   (681) $   2 

Trade name and trademarks

  1,800      1,800   1,800      1,800  

Indefinite

 

Customer relationships

  9,600   (6,941)  2,659   9,600   (6,649)  2,951   7 

Core technology and know-how

  5,970   (4,472)  1,498   5,970   (4,352)  1,618   5-10 

Intangible assets

 $18,051  $(12,094) $5,957  $18,051  $(11,682) $6,369     

 

The Company recorded intangible amortization expense related to customer relationship and core technology and know-how of $0.4 million in the three months ended  June 30, 2024 and $0.5 million in the three months ended June 30, 2023. The Company recorded no intangible amortization related to backlog during the three months ended  June 30, 2024 as the asset is fully amortized. Amortization expense of less than $0.1 million was reported in cost of revenues during the three months ended  June 30, 2023.

 

Expected future amortization expense related to intangible assets is as follows (in thousands):

 

Years ending March 31,

 

Total

 

2025

  1,236 

2026

  1,221 

2027

  1,085 

2028

  543 

2029

  72 

Total

 $4,157 

 

The Company's intangible assets relate entirely to the Grid business segment operations in the United States.

 

v3.24.2.u1
Note 6 - Fair Value Measurements
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

6. Fair Value Measurements

 

A valuation hierarchy for disclosure of the inputs to valuation used to measure fair value has been established. This hierarchy prioritizes the inputs into three broad levels as follows:

 

Level 1 

-

Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

 

 

Level 2 

-

Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

 

 

 

Level 3 

-

Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.

 

The Company provides a gross presentation of activity within Level 3 measurement roll-forward and details of transfers in and out of Level 1 and 2 measurements. A change in the hierarchy of an investment from its current level is reflected in the period during which the pricing methodology of such investment changes. Disclosure of the transfer of securities from Level 1 to Level 2 or Level 3 is made in the event that the related security is significant to total cash and investments. The Company did not have any transfers of assets and liabilities from Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the three months ended June 30, 2024.

 

A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

 

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.

 

Contingent Consideration

 

Contingent consideration relates to the earnout payment set forth in the Stock Purchase Agreement governing the acquisition of Northeast Power Systems, Inc ("NEPSI") that provides that the selling stockholders may receive up to an additional 1,000,000 shares of common stock of the Company upon the achievement of certain specified revenue objectives over varying periods of up to four years following the NEPSI Acquisition Date which must occur by September 30, 2024. See Note 13, "Contingent Consideration" for further discussion. The Company relied on a Monte Carlo method to determine the fair value of the contingent consideration on the closing of the acquisition of NEPSI and continues to revalue the fair value of the contingent consideration using the same method at each subsequent balance sheet date until the contingencies are resolved and the shares to be issued are determined, with the change in fair value recorded in the current period operating loss.

 

The following table provides the assets and liabilities carried at fair value on a recurring basis, measured as of  June 30, 2024 and  March 31, 2024 (in thousands):

 

  

Total Carrying Value

  

Quoted Prices in Active Markets (Level 1)

  

Significant Other Observable Inputs (Level 2)

  

Significant Unobservable Inputs (Level 3)

 

June 30, 2024:

                

Assets:

                

Cash equivalents

 $70,272  $70,272  $  $ 

Derivative liabilities:

                

Contingent consideration

 $7,020  $  $  $7,020 

 

  Total Carrying Value  Quoted Prices in Active Markets (Level 1)  Significant Other Observable Inputs (Level 2)  Significant Unobservable Inputs (Level 3) 

March 31, 2024

                

Assets:

                

Cash equivalents

 $72,832  $72,832  $  $ 

Derivative liabilities:

                

Contingent consideration

 $3,100  $  $  $3,100 

 

The table below reflects the activity for the Company’s contingent consideration derivative liability measured at fair value on a recurring basis (in thousands):

 

  

Acquisition Contingent Consideration

 

Balance at March 31, 2023

 $1,270 

Change in fair value

  4,922 

Settlement of contingent consideration

  (3,092)

Balance at March 31, 2024

  3,100 

Change in fair value

  3,920 

Balance at June 30, 2024

 $7,020 
     
     

 

v3.24.2.u1
Note 7 - Accounts Receivable
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Accounts Receivable [Text Block]

7. Accounts Receivable

 

Accounts receivable at  June 30, 2024 and  March 31, 2024 consisted of the following (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Accounts receivable (billed)

 $18,611  $20,175 

Accounts receivable (unbilled)

  4,918   6,150 

Accounts receivable, net

 $23,529  $26,325 

 

v3.24.2.u1
Note 8 - Inventory
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

8. Inventory

 

Inventory, net of reserves, at  June 30, 2024 and  March 31, 2024 consisted of the following (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Raw materials

 $21,340  $20,622 

Work-in-process

  15,455   14,872 

Finished goods

  4,320   3,840 

Deferred program costs

  4,034   2,523 

Net inventory

 $45,149  $41,857 

 

The Company recorded inventory write-downs of $0.5 million and $0.4 million for the three months ended June 30, 2024 and 2023, respectively. These write-downs were based on the Company's evaluation of its inventory on hand for excess quantities and obsolescence.

 

Deferred program costs as of  June 30, 2024 and  March 31, 2024 primarily represent costs incurred on programs where the Company needs to complete performance obligations before the related revenue and costs will be recognized.

 

v3.24.2.u1
Note 9 - Prepaid and Other Current Assets
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Prepaid and Other Current Assets [Text Block]

9. Prepaid and Other Current Assets

 

During fiscal 2022, the Company conducted an analysis as to whether it was entitled to employee retention credits (“ERC”) under the CARES Act as amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021.  Based on the analysis, the Company determined that it was entitled to an ERC of approximately $3.3 million related to payroll taxes paid in the first and second quarters of 2021 and the first quarter of 2020.  The Company determined it met all the criteria required under the gross receipts test of the applicable Internal Revenue Service regulations related to ERCs.

 

As accounting for payroll tax credits are not within the scope of ASC 740, Income Taxes, the Company has chosen to account for the ERCs by analogizing to the International Accounting Standards Board IAS 20, Accounting for Government Grants and Disclosure of Government Assistance.  In accordance with IAS 20, an entity recognizes government grants only when there is reasonable assurance that the entity will comply with the conditions attached to them and the grants will be received.  The Company evaluated its eligibility for the ERC and determined that it met all the criteria to claim a refundable tax credit against the employer portion of Social Security taxes for up to 70% of the qualified wages the Company paid to employees for the three month periods ended March 31, 2021 and June 30, 2021 and for up to 50% of the qualified wages the Company paid to employees for the three month period ended March 31, 2020. 

 

The Company recorded a $3.3 million receivable in prepaid expenses and other current assets and a benefit of $1.8 million to cost of revenues, $0.8 million to selling, general, and administrative and $0.7 million to research and development in the fiscal year ended March 31, 2023 for the ERC that was expected to be received based on the amended filings. During the year ended March 31, 2024, the Company received $3.0 million for the initial claims that were processed. During the three months ended June 30, 2024, the Company did not receive any cash for the remaining $0.3 million balance of initial claims that were processed. The remaining balance is expected to be received during the remainder of fiscal 2024.

 

v3.24.2.u1
Note 10 - Property, Plant and Equipment
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

10. Property, Plant and Equipment

 

The cost and accumulated depreciation of property, plant and equipment at  June 30, 2024 and  March 31, 2024 are as follows (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Land

 $980  $980 

Construction in progress – equipment

  291   226 

Buildings

  5,515   5,416 

Equipment and software

  44,159   44,095 

Furniture and fixtures

  1,553   1,526 

Leasehold improvements

  6,990   6,990 

Property, plant and equipment, gross

  59,488   59,233 

Less accumulated depreciation

  (48,959)  (48,372)

Property, plant and equipment, net

 $10,529  $10,861 

 

Depreciation expense was $0.6 million for each of the three months ended June 30, 2024 and 2023, respectively. 

v3.24.2.u1
Note 11 - Accounts Payable and Accrued Expenses
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]

11. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses at  June 30, 2024 and  March 31, 2024 consisted of the following (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Accounts payable

 $3,754  $4,476 

Accrued inventories in-transit

  2,672   539 

Accrued other miscellaneous expenses

  2,548   2,366 

Accrued contract loss

  97   97 

Advanced deposits

  4,242   2,270 

Accrued compensation

  5,059   10,326 

Income taxes payable

  170   346 

Accrued product warranty

  2,542   2,363 

Accrued commissions

  1,225   1,452 

Total

 $22,309  $24,235 

 

The Company generally provides a one to three year warranty on its products, commencing upon delivery or installation where applicable. 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 June 30,

 
  

2024

  

2023

 

Balance at beginning of period

 $2,363  $2,638 

Provisions for warranties during the period

  476   208 

Settlements during the period

  (297)  (920)

Balance at end of period

 $2,542  $1,926 

 

v3.24.2.u1
Note 12 - Income Taxes
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

12. Income Taxes

 

The Company recorded income tax expense of $0.2 million in the three months ended June 30, 2024 and $0.1 million in the three months ended June 30, 2023.

 

Accounting for income taxes requires a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if, based on the technical merits, it is more likely than not the position will be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company re-evaluates these uncertain tax positions on a quarterly basis. The evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity.  Any changes in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision. The Company did not identify any uncertain tax positions in the three months ended  June 30, 2024 and did not have any gross unrecognized tax benefits as of June 30, 2024.

v3.24.2.u1
Note 13 - Contingent Consideration
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Business Combination, Contingent Consideration [Text Block]

13. Contingent Consideration

 

On October 1, 2020 (the "NEPSI Acquisition Date"), the Company entered into a Stock Purchase Agreement (the "NEPSI Stock Purchase Agreement") with the selling stockholders named therein. Pursuant to the terms of the NEPSI Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding (i) shares of capital stock of NEPSI, and (ii) membership interests of Northeast Power Realty, LLC, a New York limited liability company, which holds the real property that serves as NEPSI's headquarters (the "NEPSI Acquisition"). NEPSI is a U.S.-based global provider of medium-voltage metal-enclosed power capacitor banks and harmonic filter banks for use on electric power systems. NEPSI is a wholly-owned subsidiary of the Company and is operated by its Grid business unit. The purchase price was $26.0 million in cash and 873,657 restricted shares of common stock of the Company. As part of the transaction, the selling stockholders  may receive up to an additional 1,000,000 shares of common stock of the Company upon the achievement of certain specified revenue objectives during varying periods of up to four years following closing of the NEPSI Acquisition. During the year ended March 31, 2024, the Company issued 399,999 shares of common stock and cash in lieu of a fractional share of common stock, related to the achievement of specified revenue objectives in connection with the NEPSI Acquisition. One specified revenue objective, which would have earned the selling stockholders 300,000 shares of the Company’s common stock, was not achieved, leaving 300,000 shares of common stock remaining for potential issuance upon the achievement of the last specified revenue objective by September 30, 2024.

 

The Company evaluated the NEPSI Acquisition earnout payment set forth in the NEPSI Stock Purchase Agreement, which is expected to require settlement in the Company's common stock, and determined the contingent consideration qualified for liability classification and derivative treatment under ASC 815, Derivatives and Hedging. As a result, for each period, the fair value of the contingent consideration will be remeasured and the resulting gain or loss will be recognized in operating expenses until the share amount is fixed.

 

Following is a summary of the key assumptions used in a Monte Carlo simulation to calculate the fair value of the contingent consideration related to the NEPSI Acquisition:

 

                     
  

June 30,

                 

Fiscal Year 2024

 

2024

                 

Revenue risk premium

  5.50%                

Revenue volatility

  27.5%                

Stock Price

 $23.39                 

Payment delay (days)

  80                 

Fair value (millions)

 $7.0                 
                     
                     
                     
  

March 31,

  

December 31,

  

September 30,

  

June 30,

  

March 31,

 

Fiscal Year 2023

 

2024

  

2023

  

2023

  

2023

  

2023

 

Revenue risk premium

  5.50%  5.70%  5.30%  5.20%  5.30%

Revenue volatility

  24.8%  24.8%  27.5%  22.5%  25%

Stock Price

 $13.51  $11.14  $7.55  $6.26  $4.91 

Payment delay (days)

  80   80   80   80   80 

Fair value (millions)

 $3.1  $1.2  $3.5  $2.6  $1.3 

 

 The Company recorded losses of $3.9 million and $1.3 million resulting from the increases in the fair value of the contingent consideration in the three months ended  June 30, 2024 and 2023, respectively.

v3.24.2.u1
Note 14 - Debt
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

14. Debt

 

  As part of the acquisition of Neeltran, the Company identified four equipment financing agreements that Neeltran had entered into prior to the acquisition of Neeltran on May 6, 2021. The current debt balance was less than $0.1 million as of both  June 30, 2024 and  March 31, 2024.

v3.24.2.u1
Note 15 - Leases
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Lessee, Operating Leases [Text Block]

15. Leases

 

Operating Leases

 

All significant lease arrangements are recognized at lease commencement.  Operating lease right–of-use assets and lease liabilities are recognized at commencement. The operating lease right-of-use asset includes any lease payments related to initial direct cost and prepayments and excludes any lease incentives. Lease expense is recognized on a straight-line basis over the lease term.  The Company enters into a variety of operating lease agreements through the normal course of its business, but primarily real estate leases to support its operations. The real estate lease agreements generally provide for fixed minimum rental payments and the payment of real estate taxes and insurance. Many of these real estate leases have one or more renewal options that allow the Company, at its discretion, to renew the lease for varying periods up to five years or to terminate the lease. Only renewal options or termination rights that the Company believed were likely to be exercised were included in the lease calculations.

 

The Company also enters into leases for vehicles, IT equipment and service agreements, and other leases related to its manufacturing operations that are also included in the right-of-use assets and lease liability accounts if they are for a term of longer than twelve months. However, many of these leases are either short-term in nature or immaterial. The Company has made the policy election to exclude short-term leases from the condensed consolidated balance sheet. 

 

Finance Leases

 

As of June 30, 2024, the right-of-use asset related to the finance lease is fully amortized, and is included in the property and equipment, net on the Company's condensed consolidated balance sheet.

 

Finance lease right-of-use assets and lease liabilities are recognized similar to an operating lease, at the lease commencement date or the date the lessor makes the leased asset available for use. Finance lease right-of-use assets are generally amortized on a straight-line basis over the lease term, and the carrying amount of the finance lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable, and (2) reduced to reflect lease payments made during the period. Amortization expense for finance lease right-of-use assets and interest accretion on finance lease liabilities are recorded to depreciation expense and interest expense, respectively in the Company's condensed consolidated statement of operations.

 

Supplemental balance sheet information related to leases at  June 30, 2024, and  March 31, 2024 are as follows (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Leases:

        

Right-of-use assets – Operating

 $4,096  $2,557 

Total right-of-use assets

  4,096   2,557 
         

Lease liabilities – ST Operating

 $862  $716 

Lease liabilities – LT Operating

  3,359   1,968 

Total lease liabilities

 $4,221  $2,684 
         

Weighted-average remaining lease term

  5.41   3.49 

Weighted-average discount rate

  12.65%  9.83%

 

The costs related to the Company's finance lease are not material. The costs related to the Company's operating leases for the three months ended June 30, 2024 and 2023 are as follows (in thousands):

 

  

Three Months Ended

 
  

June 30, 2024

 

Operating Leases:

    

Operating lease costs – fixed

 $309 

Operating lease costs – variable

  45 

Short-term lease costs

  38 

Total lease costs

 $392 

 

  

Three Months Ended

 
  

June 30, 2023

 

Operating Leases:

    

Operating lease costs – fixed

 $259 

Operating lease costs – variable

  40 

Short-term lease costs

  37 

Total lease costs

 $336 

 

The Company’s estimated minimum future lease obligations under the Company's leases are as follows (in thousands): 

 

  

Leases

 

Year ending March 31,

    

2025

 $986 

2026

  1,319 

2027

  1,181 

2028

  823 

2029

  404 

Thereafter

  1,511 

Total minimum lease payments

  6,224 

Less: interest

  (2,003)

Present value of lease liabilities

 $4,221 

 

v3.24.2.u1
Note 16 - Commitments and Contingencies
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

16. Commitments and Contingencies

 

Legal 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 condensed consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the condensed consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its condensed consolidated financial statements.

 

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 June 30, 2024, the Company had $1.6 million of restricted cash included in long-term assets and $0.5 million of restricted cash included in current assets. As of March 31, 2024, the Company had $1.3 million of restricted cash included in long term assets and $0.5 million of restricted cash included in current assets. These amounts included in restricted cash primarily represent deposits to secure letters of credit for various supply contracts and long-term projects or collateral deposits. These deposits are held in interest bearing accounts.

 

v3.24.2.u1
Note 17 - Business Segments
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

17. Business Segments

 

The Company reports its financial results in two reportable business segments: Grid and Wind. In accordance with ASC 280, Segment Reporting, the Company aggregates four operating segments into one reporting segment for financial reporting purposes due to their similar operating and financial characteristics. The Company's operating segments reflect the way in which internally-reported financial information is used to make decisions and allocate resources.

 

Through the Company’s power grid offerings, the Grid business segment enables electric utilities, industrial facilities, and renewable energy project developers to connect, transmit and distribute smarter, cleaner and better power through its transmission planning services, power electronics, and superconductor-based systems. The sales process is enabled by transmission planning services that allow it to identify power grid congestion, poor power quality and other risks, which helps the Company determine how its solutions can improve network performance. These services often lead to sales of grid interconnection solutions for wind farms and solar power plants, power quality systems, and transmission and distribution cable systems.  The Company also sells ship protection products to the U.S. Navy through its Grid business segment.

 

Through the Company’s wind power offerings, the Wind business segment enables manufacturers to field highly competitive wind turbines through its advanced power electronics and control system products, engineered designs, and support services. The Company supplies advanced power electronics and control systems, licenses its highly engineered wind turbine designs, and provides extensive customer support services to wind turbine manufacturers. The Company’s design portfolio includes a broad range of drive trains and power ratings of 2 megawatts ("MWs") and higher. The Company provides a broad range of power electronics and software-based control systems that are highly integrated and designed for optimized performance, efficiency, and grid compatibility.

 

The operating results for the two business segments are as follows (in thousands):

 

  

Three Months Ended June 30,

 
  

2024

  

2023

 

Revenues:

        

Grid

 $32,336  $25,737 

Wind

  7,954   4,517 

Total

 $40,290  $30,254 

 

  

Three Months Ended June 30,

 
  

2024

  

2023

 

Operating income (loss):

        

Grid

 $859  $(1,971)

Wind

  999   (649)

Unallocated corporate expenses

  (5,149)  (2,713)

Total

 $(3,291) $(5,333)

 

The accounting policies of the business segments are the same as those for the consolidated Company. The Company’s business segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measures are segment revenues and segment operating loss. The disaggregated financial results of the segments reflect allocation of certain functional expense categories consistent with the basis and manner in which Company management internally disaggregates financial information for the purpose of assisting in making internal operating decisions. In addition, certain corporate expenses which the Company does not believe are specifically attributable or allocable to either of the two business segments have been excluded from the segment operating loss.

 

Unallocated corporate expenses consisted of net losses of $3.9 million and $1.3 million resulting from the increases in the fair value of contingent consideration in the three months ended  June 30, 2024 and 2023, respectively. There are 300,000 shares remaining for potential issuance upon the achievement of the last specified revenue objective under the NEPSI Stock Purchase Agreement by September 30, 2024. Additionally, unallocated corporate expenses consisted of stock-based compensation expense of $1.2 million and $1.4 million in the three months ended  June 30, 2024 and 2023, respectively.

 

Total assets for the two business segments as of  June 30, 2024 and  March 31, 2024, are as follows (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Grid

 $128,296  $125,878 

Wind

  16,355   14,733 

Corporate assets

  95,492   92,160 

Total

 $240,143  $232,771 

  

v3.24.2.u1
Note 18 - Recent Accounting Pronouncements
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Accounting Standards Update and Change in Accounting Principle [Text Block]

18. Recent Accounting Pronouncements

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. Following the release of ASU 2023-07 in November 2023, the effective date will be annual reporting periods beginning after December 15, 2024. As of June 30, 2024, the Company is evaluating the impact on its condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Following the release of ASU 2023-09 in December 2023, the effective date will be annual reporting periods beginning after December 15, 2024. As of June 30, 2024, the Company is evaluating the impact on its condensed consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-02, Codification ImprovementsAmendments to Remove References to the Concepts Statements. The amendments in ASU 2024-02 contain amendments to the Codification that remove references to various FASB Concepts Statements. Following the release of ASU 2024-02 in March 2024, the effective date will be annual reporting periods beginning after December 15, 2024. As of June 30, 2024, the Company is evaluating the impact on its condensed consolidated financial statements.

 

v3.24.2.u1
Note 19 - Subsequent Events
3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

19. 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, other than as reported herein and described below, there are no such events to report.

 

Acquisition of Megatran 

 

As described in Note 1, Nature of the Business and Operations and Liquidity, on the Acquisition Date, the Company acquired all of the issued and outstanding shares of capital stock of Megatran. Megatran is a U.S.-based global provider of engineered power conversion solutions for demanding industrial and military applications.

 

Pursuant to the Stock Purchase Agreement, the Company acquired all of the issued and outstanding shares of Megatran, for aggregate consideration in an amount equal to $61,350,000 (the “Purchase Price”), which consideration amount shall be subject to various adjustments set forth in the Stock Purchase Agreement (including those described below) and consists of: (a) (i) $25,000,000, minus (ii) the Indebtedness (as defined in the Stock Purchase Agreement) outstanding as of immediately prior to the closing, minus (iii) Company Expenses (as defined in the Stock Purchase Agreement) (collectively, the “Cash Purchase Price”); (b) a number of restricted shares (rounded up or down to the nearest whole share, as applicable) (the “Company Shares”) of the Company’s common stock, $.01 par value per share (“Common Stock”) equal to the quotient obtained by dividing (x) $31,350,000 (the “Share Purchase Price”) by (y) the closing price per share of Common Stock on the Nasdaq Global Select Market on the last trading day immediately preceding the Closing Date; and (c) an additional cash payment equal to $5,000,000, as adjusted pursuant to Sections 5.6(c), (d), and (f) of the Stock Purchase Agreement (the “Additional Cash Purchase Price”). Megatran is now a wholly-owned subsidiary of the Company and is operated and reported as a component of its Grid business unit.

 

The Acquisition completed by the Company subsequent to the three months ended June 30, 2024 has been accounted for under the purchase method of accounting in accordance with ASC 805, Business Combinations. The Company allocated the purchase price to the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition. The excess of the purchase price paid by the Company over the estimated fair value of net assets acquired has been recorded as goodwill.

 

The total purchase price of approximately $61.4 million includes the fair value of shares of the Company’s common stock issued at closing, and cash paid, as follows (in millions):

 

Cash payment30.0
Issuance of 1,297,600 shares of Company’s Common Stock31.4

 

At the Acquisition Date, in addition to the $30.0 million cash, the Company valued the Company’s common stock, using $24.16 per share, which was the closing price on the day prior to the day that the Company acquired Megatran. Acquisition costs are expected to be $0.8 million and will be recorded in selling, general and administrative ("SG&A") costs. Acquisition costs are of $0.2 million were included in SG&A for the three months ended June 30, 2024.

 

The following table summarizes the allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed and related deferred income taxes in connection with the Acquisition (in millions):

 

Cash and cash equivalents

 $0.5 

Investment in joint venture

  1.2 

Prepaid and other current assets

  1.4 

Accounts receivable

  16.7 

Inventory

  22.6 

Property plant and equipment

  28.4 

Accrued expenses

  (3.2)

Accounts payable

  (4.4)

Deferred revenue

  (4.5)

Other

  (0.1)

Deferred tax liability

  (6.5)

Net tangible assets/(liabilities)

  52.1 
     

Backlog

  0.7 

Customer relationships

  1.3 

Net identifiable intangible assets

  2.0 
     

Goodwill

  7.3 
     

Total purchase consideration

 $61.4 

 

The fair value of the financial assets acquired includes receivables with a fair value of $16.7 million. The gross amount due is $17.5 million, of which $0.8 million is expected to be uncollectible.

 

Inventory includes a $0.7 million adjustment to step up the inventory balance to fair value consistent with the purchase price allocation. The fair value was determined based on the estimated selling price of the inventory, less the remaining manufacturing and selling cost and a normal profit margin on those manufacturing and selling efforts.

 

Backlog of $0.7 million was evaluated using the multi period excess earnings method under the income approach. The contracts with customers do not provide for any guarantees to source all future requirements from the Company. The amortization method being utilized is economic consumption estimated over a two-year period with the expense being allocated to cost of revenues.

 

Customer relationships of $1.3 million relates to customers currently under contract and was determined based on a multi period excess earnings method under the income approach. The method of amortization being utilized is the economic consumption over 10 years with the expense being allocated to SG&A.

 

Goodwill represents the value associated with the acquired workforce and expected synergies related to the business combination of the two companies. Goodwill resulting from the Acquisition was assigned to the Company’s Grid segment. Goodwill recognized in the Acquisition is not deductible for tax purposes. This purchase price allocation is preliminary and has not been finalized as the analysis on the assets and liabilities acquired, primarily the tax related liability  may require further adjustments to our purchase accounting that could result in a measurement period adjustment that would impact the Company's reported net assets and goodwill as of August 1, 2024. Material changes, if any, to the preliminary allocation summarized above will be reported once the related uncertainties are resolved, but no later than August 1, 2025. The $6.5 million of deferred tax liability is primarily related to property plant and equipment. 

 

Unaudited Pro Forma Operating Results

 

 

The unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2024 and three months ended  June 30, 2024 is presented as if the Acquisition had occurred on April 1, 2023 and April 1, 2024, respectively.

 

  

Three months ended June 30,

  

Year Ended March 31,

 
  

2024

  

2024

 

Revenues

 $59,310  $217,954 

Operating loss

  (2,702)  (7,140)

Net loss

 $(1,760) $(4,152)
         

Net loss per common share

        

Basic

  36,974   31,123 

Diluted

  36,974   31,123 

Shares - basic

 $(0.05) $(0.13)

Shares - diluted

 $(0.05) $(0.13)

 

The pro forma amounts include the historical operating results of the Company and Megatran with appropriate adjustments that give effect to acquisition related costs, income taxes, intangible amortization resulting from the Acquisition and certain conforming accounting policies of the Company.   The pro forma amounts are not necessarily indicative of the operating results that would have occurred if the Acquisition and related transactions had been completed at the beginning of the applicable periods presented. In addition, the pro forma amounts are not necessarily indicative of operating results in future periods.

 

   

v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

ITEM 5.

OTHER INFORMATION

 

(a) None

 

(b) None

 

(c) During the three months ended June 30, 2024no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation


 

 

Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.2.u1
Note 2 - Revenue Recognition (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Disaggregation of Revenue [Table Text Block]
  

Three Months Ended June 30, 2024

 

Product Line:

 

Grid

  

Wind

 

Equipment and systems

 $29,726  $7,424 

Services and technology development

  2,610   530 

Total

 $32,336  $7,954 
         

Region:

        

Americas

 $30,479  $ 

Asia Pacific

  1,199   7,952 

EMEA

  658   2 

Total

 $32,336  $7,954 
  

Three Months Ended June 30, 2023

 

Product Line:

 

Grid

  

Wind

 

Equipment and systems

 $23,126  $3,982 

Services and technology development

  2,611   535 

Total

 $25,737  $4,517 
         

Region:

        

Americas

 $23,161  $ 

Asia Pacific

  1,711   4,465 

EMEA

  865   52 

Total

 $25,737  $4,517 
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
  

Unbilled Accounts Receivable

  

Deferred Program Costs

  

Contract Liabilities

 

Beginning balance as of March 31, 2024

 $6,150  $2,523  $57,829 

Increases for costs incurred to fulfill performance obligations

     2,119    

Increase (decrease) due to customer billings

  (3,521)     27,577 

Decrease due to cost recognition on completed performance obligations

     (606)   

Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations

  2,291      (22,443)

Other changes and FX impact

  (2)  (2)  (50)

Ending balance as of June 30, 2024

 $4,918  $4,034  $62,913 
  

Unbilled Accounts Receivable

  

Deferred Program Costs

  

Contract Liabilities

 

Beginning balance as of March 31, 2023

 $9,958  $2,136  $50,760 

Increases for costs incurred to fulfill performance obligations

     1,084    

Increase (decrease) due to customer billings

  (9,479)     16,308 

Decrease due to cost recognition on completed performance obligations

     (1,234)   

Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations

  5,092      (8,974)

Other changes and FX impact

  1      (11)

Ending balance as of June 30, 2023

 $5,572  $1,986  $58,083 
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]
   

Three Months Ended

 
 

Reportable

 

June 30,

 
 

Segment

 

2024

  

2023

 

Inox Wind Limited

Wind

  18%  12%
v3.24.2.u1
Note 3 - Stock-based Compensation (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]
  

Three Months Ended June 30,

 
  

2024

  

2023

 

Cost of revenues

 $58  $109 

Research and development

  143   156 

Selling, general and administrative

  1,028   1,092 

Total

 $1,229  $1,357 
v3.24.2.u1
Note 4 - Computation of Net Loss Per Common Share (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

Three Months Ended June 30,

 
  

2024

  

2023

 

Numerator:

        

Net loss

 $(2,524) $(5,398)

Denominator:

        

Weighted-average shares of common stock outstanding

  36,991   29,706 

Weighted-average shares subject to repurchase

  (1,315)  (1,448)

Shares used in per-share calculation ― basic

  35,676   28,258 

Shares used in per-share calculation ― diluted

  35,676   28,258 

Net loss per share ― basic

 $(0.07) $(0.19)

Net loss per share ― diluted

 $(0.07) $(0.19)
v3.24.2.u1
Note 5 - Goodwill and Other Intangibles (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Finite-Lived Intangible Assets [Table Text Block]
  

June 30, 2024

  

March 31, 2024

     
  

Gross Amount

  

Accumulated Amortization

  

Net Book Value

  

Gross Amount

  

Accumulated Amortization

  

Net Book Value

  

Estimated Useful Life

 

Backlog

  681   (681)     681   (681) $   2 

Trade name and trademarks

  1,800      1,800   1,800      1,800  

Indefinite

 

Customer relationships

  9,600   (6,941)  2,659   9,600   (6,649)  2,951   7 

Core technology and know-how

  5,970   (4,472)  1,498   5,970   (4,352)  1,618   5-10 

Intangible assets

 $18,051  $(12,094) $5,957  $18,051  $(11,682) $6,369     
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Years ending March 31,

 

Total

 

2025

  1,236 

2026

  1,221 

2027

  1,085 

2028

  543 

2029

  72 

Total

 $4,157 
v3.24.2.u1
Note 6 - Fair Value Measurements (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
  

Total Carrying Value

  

Quoted Prices in Active Markets (Level 1)

  

Significant Other Observable Inputs (Level 2)

  

Significant Unobservable Inputs (Level 3)

 

June 30, 2024:

                

Assets:

                

Cash equivalents

 $70,272  $70,272  $  $ 

Derivative liabilities:

                

Contingent consideration

 $7,020  $  $  $7,020 
  Total Carrying Value  Quoted Prices in Active Markets (Level 1)  Significant Other Observable Inputs (Level 2)  Significant Unobservable Inputs (Level 3) 

March 31, 2024

                

Assets:

                

Cash equivalents

 $72,832  $72,832  $  $ 

Derivative liabilities:

                

Contingent consideration

 $3,100  $  $  $3,100 
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]
  

Acquisition Contingent Consideration

 

Balance at March 31, 2023

 $1,270 

Change in fair value

  4,922 

Settlement of contingent consideration

  (3,092)

Balance at March 31, 2024

  3,100 

Change in fair value

  3,920 

Balance at June 30, 2024

 $7,020 
     
     
v3.24.2.u1
Note 7 - Accounts Receivable (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Accounts Receivable [Table Text Block]
  

June 30, 2024

  

March 31, 2024

 

Accounts receivable (billed)

 $18,611  $20,175 

Accounts receivable (unbilled)

  4,918   6,150 

Accounts receivable, net

 $23,529  $26,325 
v3.24.2.u1
Note 8 - Inventory (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
  

June 30, 2024

  

March 31, 2024

 

Raw materials

 $21,340  $20,622 

Work-in-process

  15,455   14,872 

Finished goods

  4,320   3,840 

Deferred program costs

  4,034   2,523 

Net inventory

 $45,149  $41,857 
v3.24.2.u1
Note 10 - Property, Plant and Equipment (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]
  

June 30, 2024

  

March 31, 2024

 

Land

 $980  $980 

Construction in progress – equipment

  291   226 

Buildings

  5,515   5,416 

Equipment and software

  44,159   44,095 

Furniture and fixtures

  1,553   1,526 

Leasehold improvements

  6,990   6,990 

Property, plant and equipment, gross

  59,488   59,233 

Less accumulated depreciation

  (48,959)  (48,372)

Property, plant and equipment, net

 $10,529  $10,861 
v3.24.2.u1
Note 11 - Accounts Payable and Accrued Expenses (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]
  

June 30, 2024

  

March 31, 2024

 

Accounts payable

 $3,754  $4,476 

Accrued inventories in-transit

  2,672   539 

Accrued other miscellaneous expenses

  2,548   2,366 

Accrued contract loss

  97   97 

Advanced deposits

  4,242   2,270 

Accrued compensation

  5,059   10,326 

Income taxes payable

  170   346 

Accrued product warranty

  2,542   2,363 

Accrued commissions

  1,225   1,452 

Total

 $22,309  $24,235 
Schedule of Product Warranty Liability [Table Text Block]
  

Three Months Ended June 30,

 
  

2024

  

2023

 

Balance at beginning of period

 $2,363  $2,638 

Provisions for warranties during the period

  476   208 

Settlements during the period

  (297)  (920)

Balance at end of period

 $2,542  $1,926 
v3.24.2.u1
Note 13 - Contingent Consideration (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]
                     
  

June 30,

                 

Fiscal Year 2024

 

2024

                 

Revenue risk premium

  5.50%                

Revenue volatility

  27.5%                

Stock Price

 $23.39                 

Payment delay (days)

  80                 

Fair value (millions)

 $7.0                 
                     
                     
                     
  

March 31,

  

December 31,

  

September 30,

  

June 30,

  

March 31,

 

Fiscal Year 2023

 

2024

  

2023

  

2023

  

2023

  

2023

 

Revenue risk premium

  5.50%  5.70%  5.30%  5.20%  5.30%

Revenue volatility

  24.8%  24.8%  27.5%  22.5%  25%

Stock Price

 $13.51  $11.14  $7.55  $6.26  $4.91 

Payment delay (days)

  80   80   80   80   80 

Fair value (millions)

 $3.1  $1.2  $3.5  $2.6  $1.3 
v3.24.2.u1
Note 15 - Leases (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Assets And Liabilities Lessee [Table Text Block]
  

June 30, 2024

  

March 31, 2024

 

Leases:

        

Right-of-use assets – Operating

 $4,096  $2,557 

Total right-of-use assets

  4,096   2,557 
         

Lease liabilities – ST Operating

 $862  $716 

Lease liabilities – LT Operating

  3,359   1,968 

Total lease liabilities

 $4,221  $2,684 
         

Weighted-average remaining lease term

  5.41   3.49 

Weighted-average discount rate

  12.65%  9.83%
Lease, Cost [Table Text Block]
  

Three Months Ended

 
  

June 30, 2024

 

Operating Leases:

    

Operating lease costs – fixed

 $309 

Operating lease costs – variable

  45 

Short-term lease costs

  38 

Total lease costs

 $392 
  

Three Months Ended

 
  

June 30, 2023

 

Operating Leases:

    

Operating lease costs – fixed

 $259 

Operating lease costs – variable

  40 

Short-term lease costs

  37 

Total lease costs

 $336 
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]
  

Leases

 

Year ending March 31,

    

2025

 $986 

2026

  1,319 

2027

  1,181 

2028

  823 

2029

  404 

Thereafter

  1,511 

Total minimum lease payments

  6,224 

Less: interest

  (2,003)

Present value of lease liabilities

 $4,221 
v3.24.2.u1
Note 17 - Business Segments (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

Three Months Ended June 30,

 
  

2024

  

2023

 

Revenues:

        

Grid

 $32,336  $25,737 

Wind

  7,954   4,517 

Total

 $40,290  $30,254 
  

Three Months Ended June 30,

 
  

2024

  

2023

 

Operating income (loss):

        

Grid

 $859  $(1,971)

Wind

  999   (649)

Unallocated corporate expenses

  (5,149)  (2,713)

Total

 $(3,291) $(5,333)
Reconciliation of Assets from Segment to Consolidated [Table Text Block]
  

June 30, 2024

  

March 31, 2024

 

Grid

 $128,296  $125,878 

Wind

  16,355   14,733 

Corporate assets

  95,492   92,160 

Total

 $240,143  $232,771 
v3.24.2.u1
Note 19 - Subsequent Events (Tables)
3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Business Acquisitions, by Acquisition [Table Text Block]
Cash payment30.0
Issuance of 1,297,600 shares of Company’s Common Stock31.4
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Cash and cash equivalents

 $0.5 

Investment in joint venture

  1.2 

Prepaid and other current assets

  1.4 

Accounts receivable

  16.7 

Inventory

  22.6 

Property plant and equipment

  28.4 

Accrued expenses

  (3.2)

Accounts payable

  (4.4)

Deferred revenue

  (4.5)

Other

  (0.1)

Deferred tax liability

  (6.5)

Net tangible assets/(liabilities)

  52.1 
     

Backlog

  0.7 

Customer relationships

  1.3 

Net identifiable intangible assets

  2.0 
     

Goodwill

  7.3 
     

Total purchase consideration

 $61.4 
Business Acquisition, Pro Forma Information [Table Text Block]
  

Three months ended June 30,

  

Year Ended March 31,

 
  

2024

  

2024

 

Revenues

 $59,310  $217,954 

Operating loss

  (2,702)  (7,140)

Net loss

 $(1,760) $(4,152)
         

Net loss per common share

        

Basic

  36,974   31,123 

Diluted

  36,974   31,123 

Shares - basic

 $(0.05) $(0.13)

Shares - diluted

 $(0.05) $(0.13)
v3.24.2.u1
Note 1 - Nature of the Business and Operations and Liquidity (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Aug. 01, 2024
Jan. 31, 2024
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Retained Earnings (Accumulated Deficit)     $ (1,069,182,000) $ (1,069,182,000)   $ (1,066,658,000)
Cash, Cash Equivalents, and Marketable Securities     93,500,000 93,500,000    
Net Cash Provided by (Used in) Operating Activities     $ (3,400,000) $ 3,409,000 $ (2,245,000)  
Shelf Registration, Maximum Amount to be Sold   $ 250,000,000        
Subsequent Event [Member]            
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 1          
Subsequent Event [Member] | Megatran [Member]            
Business Combination, Consideration Transferred $ 61,350,000          
Business Combination, Maximum Adjustment Before Indebtedness 25,000,000          
Business Combination, Share Purchase Price Quotient Amount 31,350,000          
Business Combination, Potential Additional Cash Payment $ 5,000,000          
Public Offering 2024 [Member]            
Stock Issued During Period, Shares, New Issues (in shares)   6,210,000        
Shares Issued, Price Per Share (in dollars per share)   $ 11.25        
Proceeds from Issuance of Common Stock   $ 65,200,000        
v3.24.2.u1
Note 2 - Revenue Recognition 1 (Details Textual)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenue, Performance Obligation Satisfied, Revenue Recognized, Percentage 88.00% 76.00%
Minimum [Member]    
Warranty Period (Year) 1 year  
Contract with Customer, Payment Term (Day) 30 days  
Maximum [Member]    
Warranty Period (Year) 3 years  
Extended Service Warranty, Term (Year) 4 years  
Contract with Customer, Payment Term (Day) 60 days  
v3.24.2.u1
Note 2 - Revenue Recognition 2 (Details Textual)
$ in Millions
Jun. 30, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) 12 months
Revenue, Remaining Performance Obligation, Amount $ 161
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01  
Revenue, Remaining Performance Obligation, Amount $ 90
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Minimum [Member]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) 13 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Maximum [Member]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) 60 months
v3.24.2.u1
Note 2 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenues $ 40,290 $ 30,254
Grid [Member]    
Revenues 32,336 25,737
Grid [Member] | Americas [Member]    
Revenues 30,479 23,161
Grid [Member] | Asia Pacific [Member]    
Revenues 1,199 1,711
Grid [Member] | EMEA [Member]    
Revenues 658 865
Wind [Member]    
Revenues 7,954 4,517
Wind [Member] | Americas [Member]    
Revenues 0 0
Wind [Member] | Asia Pacific [Member]    
Revenues 7,952 4,465
Wind [Member] | EMEA [Member]    
Revenues 2 52
Equipment and Systems [Member] | Grid [Member]    
Revenues 29,726 23,126
Equipment and Systems [Member] | Wind [Member]    
Revenues 7,424 3,982
Services and Technology Development [Member] | Grid [Member]    
Revenues 2,610 2,611
Services and Technology Development [Member] | Wind [Member]    
Revenues $ 530 $ 535
v3.24.2.u1
Note 2 - Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Unbilled AR, ending balance $ 6,150 $ 9,958
Deferred Program Costs, ending balance 2,523 2,136
Contract Liabilities, ending balance 57,829 50,760
Deferred Program Costs, increases for costs incurred to fulfill performance obligations 2,119 1,084
Unbilled AR, increase (decrease) due to customer billings (3,521) (9,479)
Increase (decrease) due to customer billings 27,577 16,308
Deferred Program Costs, decrease due to cost recognition on completed performance obligations (606) (1,234)
Unbilled AR, increase (decrease) due to recognition of revenue based on transfer of control of performance obligations 2,291 5,092
Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations (22,443) (8,974)
Other changes and FX impact (2) 1
Deferred Program Costs, Other changes and foreign currency exchange impact (2) 0
Contract Liabilities, Other changes and foreign currency exchange impact (50) (11)
Ending balance as of June 30, 2024 4,918 5,572
Deferred Program Costs, ending balance 4,034 1,986
Contract Liabilities, ending balance $ 62,913 $ 58,083
v3.24.2.u1
Note 2 - Revenue Recognition - Revenues by Major Customers (Details)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Inox Wind Limited [Member] | Wind [Member]    
Concentration of risk, revenue 18.00% 12.00%
v3.24.2.u1
Note 3 - Stock-based Compensation (Details Textual) - USD ($)
$ in Millions
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Restricted Stock [Member]    
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares) 25,000 672,500
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 4.1  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) 1 year 4 months 24 days  
Restricted Stock [Member] | Minimum [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) 2 years  
Restricted Stock [Member] | Maximum [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) 3 years  
Immediately Vested Common Stock [Member]    
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares) 19,200 53,675
Share-Based Payment Arrangement, Option [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) 0 0
v3.24.2.u1
Note 3 - Stock-based Compensation - Stock-based Compensation Expense by Financial Statement Line Item (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Total stock-based compensation expense $ 1,229 $ 1,357
Cost of Sales [Member]    
Total stock-based compensation expense 58 109
Research and Development Expense [Member]    
Total stock-based compensation expense 143 156
Selling, General and Administrative Expenses [Member]    
Total stock-based compensation expense $ 1,028 $ 1,092
v3.24.2.u1
Note 4 - Computation of Net Loss Per Common Share (Details Textual) - shares
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 336,206 1,071,504
Shares Tied to Derivative Liability [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 300,000 1,000,000
Share-Based Payment Arrangement, Option [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 36,206 71,504
v3.24.2.u1
Note 4 - Computation of Net Loss Per Common Share - Reconciliation of Numerators and Denominators of EPS Calculation (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net loss $ (2,524) $ (5,398) $ (2,524) $ (5,398)
Weighted-average shares of common stock outstanding (in shares) 36,991 29,706    
Weighted-average shares subject to repurchase (in shares) (1,315) (1,448)    
Shares used in per-share calculation - basic (in shares) 35,676 28,258    
Shares used in per-share calculation - diluted (in shares) 35,676 28,258    
Net loss per share - basic (in dollars per share) $ (0.07) $ (0.19)    
Net loss per share - diluted (in dollars per share) $ (0.07) $ (0.19)    
v3.24.2.u1
Note 5 - Goodwill and Other Intangibles (Details Textual) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Goodwill, Impairment Loss $ 0  
Customer Relationship, Core Technology and Know-how [Member]    
Amortization of Intangible Assets 400 $ 500
Backlog [Member]    
Amortization of Intangible Assets $ 0 $ 100
v3.24.2.u1
Note 5 - Goodwill and Other Intangibles - Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Accumulated Amortization $ (12,094) $ (11,682)
Net Book Value 4,157  
Intangible assets, gross amount 18,051 18,051
Intangible assets, net 5,957 6,369
Trade Names [Member]    
Trade name and trademarks 1,800 1,800
Backlog [Member]    
Gross Amount 681 681
Accumulated Amortization (681) (681)
Net Book Value $ 0 0
Estimated Useful Life (Year) 2 years  
Customer Relationships [Member]    
Gross Amount $ 9,600 9,600
Accumulated Amortization (6,941) (6,649)
Net Book Value $ 2,659 2,951
Estimated Useful Life (Year) 7 years  
Core Technology and Know-how [Member]    
Gross Amount $ 5,970 5,970
Accumulated Amortization (4,472) (4,352)
Net Book Value $ 1,498 $ 1,618
Core Technology and Know-how [Member] | Minimum [Member]    
Estimated Useful Life (Year) 5 years  
Core Technology and Know-how [Member] | Maximum [Member]    
Estimated Useful Life (Year) 10 years  
v3.24.2.u1
Note 5 - Goodwill and Other Intangibles - Expected Future Amortization Expense (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
2025 $ 1,236
2026 1,221
2027 1,085
2028 543
2029 72
Total $ 4,157
v3.24.2.u1
Note 6 - Fair Value Measurements (Details Textual) - shares
Jun. 30, 2024
Oct. 01, 2020
Northeast Power Systems, Inc (NEPSI) [Member]    
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Number of Shares (in shares) 1,000,000 1,000,000
v3.24.2.u1
Note 6 - Fair Value Measurements - Assets and Liabilities Carried at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Contingent consideration $ 7,000 $ 3,100 $ 1,200 $ 3,500 $ 2,600 $ 1,300
Fair Value, Recurring [Member] | Reported Value Measurement [Member]            
Cash equivalents 70,272 72,832        
Contingent consideration 7,020 3,100        
Fair Value, Recurring [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]            
Cash equivalents 70,272 72,832        
Contingent consideration 0 0        
Fair Value, Recurring [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]            
Cash equivalents 0 0        
Contingent consideration 0 0        
Fair Value, Recurring [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member]            
Cash equivalents 0 0        
Contingent consideration $ 7,020 $ 3,100        
v3.24.2.u1
Note 6 - Fair Value Measurements - Derivative Liability Measured at Fair value (Details) - Derivative Financial Instruments, Liabilities [Member] - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Balance   $ 1,270
Change in fair value $ 3,920 4,922
Settlement of contingent consideration   (3,092)
Balance $ 7,020 $ 3,100
v3.24.2.u1
Note 7 - Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Accounts receivable (billed) $ 18,611 $ 20,175
Accounts receivable (unbilled) 4,918 6,150
Accounts receivable, net $ 23,529 $ 26,325
v3.24.2.u1
Note 8 - Inventory (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Inventory Write-down $ 500 $ 400 $ 503 $ 384
v3.24.2.u1
Note 8 - Inventory - Summary of Net Inventory (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Raw materials $ 21,340 $ 20,622
Work-in-process 15,455 14,872
Finished goods 4,320 3,840
Deferred program costs 4,034 2,523
Net inventory $ 45,149 $ 41,857
v3.24.2.u1
Note 9 - Prepaid and Other Current Assets (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Jun. 30, 2024
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2022
Employee Retention Credits Receivable           $ 3,300
Proceeds From Employee Retention Credit     $ 0 $ 3,000    
Cost of Sales [Member]            
Employee Retention Credits Benefit         $ 1,800  
Selling, General and Administrative Expenses [Member]            
Employee Retention Credits Benefit         800  
Research and Development Expense [Member]            
Employee Retention Credits Benefit         700  
Prepaid Expenses and Other Current Assets [Member]            
Employee Retention Credits Receivable     $ 300   $ 3,300  
Maximum [Member]            
Percentage of Qualified Wages Paid 70.00% 50.00%        
v3.24.2.u1
Note 10 - Property, Plant and Equipment (Details Textual) - USD ($)
$ in Millions
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Depreciation, Depletion and Amortization $ 0.6 $ 0.6
v3.24.2.u1
Note 10 - Property, Plant and Equipment - Cost and Accumulated Depreciation of Property and Equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Property, plant and equipment, gross $ 59,488 $ 59,233
Less accumulated depreciation (48,959) (48,372)
Property, plant and equipment, net 10,529 10,861
Land [Member]    
Property, plant and equipment, gross 980 980
Construction in Progress [Member]    
Property, plant and equipment, gross 291 226
Building [Member]    
Property, plant and equipment, gross 5,515 5,416
Equipment and Software [Member]    
Property, plant and equipment, gross 44,159 44,095
Furniture and Fixtures [Member]    
Property, plant and equipment, gross 1,553 1,526
Leasehold Improvements [Member]    
Property, plant and equipment, gross $ 6,990 $ 6,990
v3.24.2.u1
Note 11 - Accounts Payable and Accrued Expenses (Details Textual)
3 Months Ended
Jun. 30, 2024
Minimum [Member]  
Extended Warranty Trigger Period (Year) 1 year
Maximum [Member]  
Extended Warranty Trigger Period (Year) 3 years
v3.24.2.u1
Note 11 - Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Accounts payable $ 3,754 $ 4,476
Accrued inventories in-transit 2,672 539
Accrued other miscellaneous expenses 2,548 2,366
Accrued contract loss 97 97
Advanced deposits 4,242 2,270
Accrued compensation 5,059 10,326
Income taxes payable 170 346
Accrued product warranty 2,542 2,363
Accrued commissions 1,225 1,452
Total $ 22,309 $ 24,235
v3.24.2.u1
Note 11 - Accounts Payable and Accrued Expenses - Product Warranty Activity (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Balance at beginning of period $ 2,363 $ 2,638
Provisions for warranties during the period 476 208
Settlements during the period (297) (920)
Balance at end of period $ 2,542 $ 1,926
v3.24.2.u1
Note 12 - Income Taxes (Details Textual) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Tax Expense (Benefit) $ 193 $ 121
Liability for Uncertainty in Income Taxes, Current 0  
Unrecognized Tax Benefits $ 0  
v3.24.2.u1
Note 13 - Contingent Consideration (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Oct. 01, 2020
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability   $ 3,920 $ 1,350 $ 3,920 $ 1,350  
Northeast Power Systems, Inc (NEPSI) [Member]            
Payments to Acquire Businesses, Gross $ 26,000          
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) 873,657         399,999
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Number of Shares (in shares) 1,000,000 1,000,000   1,000,000    
Business Combination, Contingent Consideration Arrangements, Number of Issuable Shares (in shares)           300,000
v3.24.2.u1
Note 13 - Contingent Consideration - Summary of the Key Assumptions Used to Calculate Fair Value of Warrants (Details)
$ in Millions
Jun. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Jun. 30, 2023
USD ($)
Mar. 31, 2023
USD ($)
Contingent consideration $ 7.0 $ 3.1 $ 1.2 $ 3.5 $ 2.6 $ 1.3
Measurement Input, Revenue Risk Premium [Member]            
Business Combination, Contingent Consideration, Liability, Measurement Input 5.5 5.5 5.7 5.3 5.2 5.3
Measurement Input, Revenue Volatility [Member]            
Business Combination, Contingent Consideration, Liability, Measurement Input 27.5 24.8 24.8 27.5 22.5 25
Measurement Input, Share Price [Member]            
Business Combination, Contingent Consideration, Liability, Measurement Input 23.39 13.51 11.14 7.55 6.26 4.91
Measurement Input, Payment Delay [Member]            
Business Combination, Contingent Consideration, Liability, Measurement Input 80 80 80 80 80 80
v3.24.2.u1
Note 14 - Debt (Details Textual)
$ in Thousands
Jun. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
May 06, 2021
Debt, Current $ 9 $ 25  
Equipment Financing Agreements Assumed In Business Acquisition [Member]      
Debt, Current $ 100 $ 100  
Neeltran Inc. [Member]      
Business Combination, Number of Equipment Financing Agreement Assumed     4
v3.24.2.u1
Note 15 - Leases (Details Textual)
Jun. 30, 2024
Maximum [Member]  
Lessee, Operating Lease, Renewal Term (Year) 5 years
v3.24.2.u1
Note 15 - Leases - Operating Lease Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Right-of-use assets – Operating $ 4,096 $ 2,557
Total right-of-use assets 4,096 2,557
Lease liabilities – ST Operating 862 716
Lease liabilities – LT Operating 3,359 1,968
Total lease liabilities $ 4,221 $ 2,684
Weighted-average remaining lease term (Year) 5 years 4 months 28 days 3 years 5 months 26 days
Weighted-average discount rate 12.65% 9.83%
v3.24.2.u1
Note 15 - Leases - Lease Cost (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Operating lease costs – fixed $ 309 $ 259
Operating lease costs – variable 45 40
Short-term lease costs 38 37
Total lease costs $ 392 $ 336
v3.24.2.u1
Note 15 - Leases - Minimum Future Lease Obligation (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
2025 $ 986
2026 1,319
2027 1,181
2028 823
2029 404
Thereafter 1,511
Total minimum lease payments 6,224
Less: interest (2,003)
Present value of lease liabilities $ 4,221
v3.24.2.u1
Note 16 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Restricted Cash and Cash Equivalents, Noncurrent $ 1,600 $ 1,290
Restricted Cash and Cash Equivalents, Current $ 500 $ 500
v3.24.2.u1
Note 17 - Business Segments (Details Textual)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
Mar. 31, 2024
Number of Reportable Segments         2
Number of Operating Segments         4
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability $ 3,920 $ 1,350 $ 3,920 $ 1,350  
Share-Based Payment Arrangement, Expense 1,229 1,357      
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]          
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability $ 3,900 1,300      
Potential Stock To Be Distributed (in shares) | shares 300,000   300,000    
Share-Based Payment Arrangement, Expense $ 1,200 $ 1,400      
v3.24.2.u1
Note 17 - Business Segments - Operating Results for Business Segments (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenues $ 40,290 $ 30,254
Operating Income (loss) (3,291) (5,333)
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]    
Operating Income (loss) (5,149) (2,713)
Grid [Member]    
Revenues 32,336 25,737
Grid [Member] | Operating Segments [Member]    
Revenues 32,336 25,737
Operating Income (loss) 859 (1,971)
Wind [Member]    
Revenues 7,954 4,517
Wind [Member] | Operating Segments [Member]    
Revenues 7,954 4,517
Operating Income (loss) $ 999 $ (649)
v3.24.2.u1
Note 17 - Business Segments - Total Business Segments Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Total assets $ 240,143 $ 232,771
Operating Segments [Member] | Grid [Member]    
Total assets 128,296 125,878
Operating Segments [Member] | Wind [Member]    
Total assets 16,355 14,733
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]    
Total assets $ 95,492 $ 92,160
v3.24.2.u1
Note 19 - Subsequent Events (Details Textual) - USD ($)
3 Months Ended
Aug. 01, 2024
Jun. 30, 2024
Megatran [Member] | Selling, General and Administrative Expenses [Member]    
Business Combination, Acquisition Related Costs   $ 200,000
Subsequent Event [Member]    
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 1  
Subsequent Event [Member] | Megatran [Member]    
Business Combination, Consideration Transferred $ 61,350,000  
Business Combination, Maximum Adjustment Before Indebtedness 25,000,000  
Business Combination, Share Purchase Price Quotient Amount 31,350,000  
Business Combination, Potential Additional Cash Payment 5,000,000  
Payments to Acquire Businesses, Gross $ 30,000,000  
Business Acquisition, Share Price (in dollars per share) $ 24.16  
Business Acquisition, Transaction Costs $ 800,000  
Business Combination, Acquired Receivable, Fair Value 16,700,000  
Business Combination, Acquired Receivables, Gross Contractual Amount 17,500,000  
Business Combination, Acquired Receivables, Estimated Uncollectible 800,000  
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory 700,000  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles 2,000,000  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities 6,500,000  
Subsequent Event [Member] | Megatran [Member] | Backlog [Member]    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles $ 700,000  
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) 2 years  
Subsequent Event [Member] | Megatran [Member] | Customer Relationships [Member]    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles $ 1,300,000  
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) 10 years  
v3.24.2.u1
Note 19 - Subsequent Events - Acquisition (Details) - Subsequent Event [Member] - Megatran [Member]
$ in Millions
Aug. 01, 2024
USD ($)
Cash payment $ 30.0
Issuance of 1,297,600 shares of Company’s Common Stock $ 31.4
v3.24.2.u1
Note 19 - Subsequent Events - Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Aug. 01, 2024
Jun. 30, 2024
Mar. 31, 2024
Goodwill   $ 43,471 $ 43,471
Megatran [Member] | Subsequent Event [Member]      
Cash and cash equivalents $ 500    
Investment in joint venture 1,200    
Prepaid and other current assets 1,400    
Accounts receivable 16,700    
Inventory 22,600    
Property plant and equipment 28,400    
Accrued expenses (3,200)    
Accounts payable (4,400)    
Deferred revenue (4,500)    
Other (100)    
Deferred tax liability (6,500)    
Net tangible assets/(liabilities) 52,100    
Intangible assets 2,000    
Goodwill 7,300    
Total purchase consideration 61,400    
Megatran [Member] | Subsequent Event [Member] | Backlog [Member]      
Intangible assets 700    
Megatran [Member] | Subsequent Event [Member] | Customer Relationships [Member]      
Intangible assets $ 1,300    
v3.24.2.u1
Note 19 - Subsequent Events - Pro Forma Information (Details) - Megatran [Member] - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Revenues $ 59,310 $ 217,954
Operating loss (2,702) (7,140)
Net loss $ (1,760) $ (4,152)
Basic (in dollars per share) $ 36,974 $ 31,123
Diluted (in dollars per share) $ 36,974 $ 31,123
Shares - basic (in shares) (50.00) (130)
Shares - diluted (in shares) (50.00) (130)

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