##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended: September 30, 2009
 o
    
    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
  
 Delaware
    
    04-2959321(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)64 Jackson Road, Devens, Massachusetts
    
    01434(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)
 
 þ o
 o o
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
  Common Stock, par value $0.01 per share
    
    44,245,764Class
    
    Outstanding as of November 2, 2009




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##### 



AMERICAN SUPERCONDUCTOR CORPORATION
 INDEX
 Page No.PART IFINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    3Unaudited Condensed Consolidated Balance Sheets as of September 30, 2009 and March
31, 2009
    
    
    3Unaudited Condensed Consolidated Statements of Operations for the three and six
months ended September 30, 2009 and 2008
    
    
    4Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the
three and six months ended September 30, 2009 and 2008
    
    
    5Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended
September 30, 2009 and 2008
    
    
    6Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4.
    
    Controls and Procedures
    
    
    24PART IIOTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    26Item 6.
    
    Exhibits
    
    
    26Signature
    
    
    27EX-10.1 Executive Severance Agreement dated as of September 8, 2009 between the Registrant and Susan J. DiCecco.EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO
  2




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##### Table of Contents



AMERICAN SUPERCONDUCTOR CORPORATION
 
 PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)
 September 30,
    
    
    March 31,2009
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    86,752
    
    
    $
    70,674Marketable securities
    
    
    36,177
    
    
    
    39,255Accounts receivable, net
    
    
    47,004
    
    
    
    50,103Inventory
    
    
    29,187
    
    
    
    35,129Restricted cash
    
    
    6,398
    
    
    
    5,872Prepaid expenses and other current assets
    
    
    10,143
    
    
    
    10,313Deferred tax assets, net
    
    
    1,102
    
    
    
    1,160Total current assets
    
    
    216,763
    
    
    
    212,506Property, plant and equipment, net
    
    
    54,435
    
    
    
    54,838Goodwill
    
    
    39,217
    
    
    
    26,233Intangibles, net
    
    
    8,763
    
    
    
    8,859Restricted cash
    
    
    1,634
    
    
    
    1,406Marketable securities
    
    
    10,127
    
    
    
    Other assets
    
    
    12,765
    
    
    
    5,264Total assets
    
    $
    343,704
    
    
    $
    309,106LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    57,832
    
    
    $
    60,253Deferred revenue
    
    
    18,244
    
    
    
    21,066Total current liabilities
    
    
    76,076
    
    
    
    81,319Deferred revenue
    
    
    9,156
    
    
    
    4,902Deferred tax liabilities, net
    
    
    877
    
    
    
    840Other
    
    
    241
    
    
    
    184Total liabilities
    
    
    86,350
    
    
    
    87,245Commitments and contingencies (Note 9)Stockholders equity:Common stock
    
    
    441
    
    
    
    433Additional paid-in capital
    
    
    675,209
    
    
    
    653,054Deferred contract costs  warrant
    
    
    
    
    
    
    (2
    )Accumulated
other comprehensive income/(loss)
    
    
    2,709
    
    
    
    (4,487
    )Accumulated deficit
    
    
    (421,005
    )
    
    
    (427,137
    )Total stockholders equity
    
    
    257,354
    
    
    
    221,861Total liabilities and stockholders equity
    
    $
    343,704
    
    
    $
    309,106
  3




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AMERICAN SUPERCONDUCTOR CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    74,672
    
    
    $
    40,375
    
    
    $
    147,672
    
    
    $
    80,192Cost and operating expenses:Cost of revenues
    
    
    45,637
    
    
    
    29,670
    
    
    
    96,054
    
    
    
    57,866Research and development
    
    
    5,416
    
    
    
    4,688
    
    
    
    9,944
    
    
    
    9,601Selling, general and administrative
    
    
    12,712
    
    
    
    8,849
    
    
    
    23,597
    
    
    
    17,742Amortization of acquisition related intangibles
    
    
    460
    
    
    
    481
    
    
    
    905
    
    
    
    984Restructuring and impairments
    
    
    117
    
    
    
    500
    
    
    
    451
    
    
    
    500Total cost and operating expenses
    
    
    64,342
    
    
    
    44,188
    
    
    
    130,951
    
    
    
    86,693Operating income (loss)
    
    
    10,330
    
    
    
    (3,813
    )
    
    
    16,721
    
    
    
    (6,501
    )Interest income
    
    
    190
    
    
    
    801
    
    
    
    433
    
    
    
    1,576Other income (expense), net
    
    
    (871
    )
    
    
    481
    
    
    
    (2,847
    )
    
    
    (1,990
    )Income (loss) before income tax expense
    
    
    9,649
    
    
    
    (2,531
    )
    
    
    14,307
    
    
    
    (6,915
    )Income tax expense
    
    
    5,309
    
    
    
    1,537
    
    
    
    8,175
    
    
    
    3,256Net income (loss)
    
    $
    4,340
    
    
    $
    (4,068
    )
    
    $
    6,132
    
    
    $
    (10,171
    )Net income (loss) per common shareBasic
    
    $
    0.10
    
    
    $
    (0.10
    )
    
    $
    0.14
    
    
    $
    (0.24
    )Diluted
    
    $
    0.10
    
    
    $
    (0.10
    )
    
    $
    0.14
    
    
    $
    (0.24
    )Weighted average number of common shares outstandingBasic
    
    
    44,247
    
    
    
    42,745
    
    
    
    44,020
    
    
    
    42,380Diluted
    
    
    45,233
    
    
    
    42,745
    
    
    
    44,922
    
    
    
    42,380
  4




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AMERICAN SUPERCONDUCTOR CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
 Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    4,340
    
    
    $
    (4,068
    )
    
    $
    6,132
    
    
    $
    (10,171
    )Other comprehensive income (loss)Foreign currency translation
    
    
    3,248
    
    
    
    (3,820
    )
    
    
    7,305
    
    
    
    (3,755
    )Unrealized gain/(loss) on investments
    
    
    (19
    )
    
    
    18
    
    
    
    (109
    )
    
    
    (125
    )Other comprehensive income (loss)
    
    
    3,229
    
    
    
    (3,802
    )
    
    
    7,196
    
    
    
    (3,880
    )Comprehensive income (loss)
    
    $
    7,569
    
    
    $
    (7,870
    )
    
    $
    13,328
    
    
    $
    (14,051
    )
  5




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AMERICAN SUPERCONDUCTOR CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 For the six months endedSeptember 30,2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    6,132
    
    
    $
    (10,171
    )Adjustments to reconcile net income/(loss) to net cash used in operations:Depreciation and amortization
    
    
    4,704
    
    
    
    4,134Stock-based compensation expense
    
    
    6,918
    
    
    
    5,194Stock-based compensation expensenon-employee
    
    
    30
    
    
    
    42Allowance for doubtful accounts
    
    
    52
    
    
    
    778Re-valuation of warrant
    
    
    
    
    
    
    1,334Deferred income taxes
    
    
    (1,111
    )
    
    
    616Other non-cash items
    
    
    382
    
    
    
    489Changes in operating asset and liability accounts:Accounts receivable
    
    
    3,010
    
    
    
    4,837Inventory
    
    
    6,235
    
    
    
    (4,762
    )Prepaid expenses and other current assets
    
    
    712
    
    
    
    (1,780
    )Accounts payable and accrued expenses
    
    
    (4,810
    )
    
    
    (1,044
    )Deferred revenue
    
    
    (567
    )
    
    
    3,853Net cash provided by operating activities
    
    
    21,687
    
    
    
    3,520Cash flows from investing activities:Purchase of property, plant and equipment, net
    
    
    (2,741
    )
    
    
    (3,303
    )Purchase of marketable securities
    
    
    (40,533
    )
    
    
    (62,217
    )Proceeds from the maturity of marketable securities
    
    
    33,374
    
    
    
    34,679Change in restricted cash
    
    
    (546
    )
    
    
    5,785Purchase of intangible assets
    
    
    (843
    )
    
    
    (612
    )Change in other assets
    
    
    (617
    )
    
    
    (84
    )Net cash used in investing activities
    
    
    (11,906
    )
    
    
    (25,752
    )Cash flows from financing activities:Proceeds from exercise of employee stock options
    
    
    4,068
    
    
    
    11,997Net cash provided by financing activities
    
    
    4,068
    
    
    
    11,997Effect of exchange rate changes on cash and cash equivalents
    
    
    2,229
    
    
    
    (1,805
    )Net increase (decrease) in cash and cash equivalents
    
    
    16,078
    
    
    
    (12,040
    )Cash and cash equivalents at beginning of period
    
    
    70,674
    
    
    
    67,834Cash and cash equivalents at end of period
    
    $
    86,752
    
    
    $
    55,794Supplemental schedule of cash flow information:Non-cash issuance of common stock
    
    $
    320
    
    
    $
    301Non-cash contingent consideration in connection with acquisitions
    
    
    10,828
    
    
    
    9,784
  6




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AMERICAN SUPERCONDUCTOR CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Description of the Business and Basis of Presentation
     New Accounting Pronouncements
   7




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2. Stock-Based Compensation
  Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Costs of revenue
    
    $
    354
    
    
    $
    354
    
    
    $
    579
    
    
    $
    682Research and development
    
    
    523
    
    
    
    482
    
    
    
    990
    
    
    
    1,036Selling, general and administrative
    
    
    2,975
    
    
    
    2,059
    
    
    
    5,349
    
    
    
    3,476Total
    
    $
    3,852
    
    
    $
    2,895
    
    
    $
    6,918
    
    
    $
    5,194
  8




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Three months ended
    
    Six months endedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Expected volatility
    
    
    66.5
    %
    
    
    62.4
    %
    
    
    70.2
    %
    
    
    58.8
    %Risk-free interest rate
    
    
    2.4
    %
    
    
    3.1
    %
    
    
    2.6
    %
    
    
    3.3
    %Expected life (years)
    
    
    4.8
    
    
    
    4.9
    
    
    
    4.8
    
    
    
    4.9Dividend yield
    
    None
    
    None
    
    None
    
    None
  3. Computation of Net Income (Loss) per Common Share
   9




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Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:Net income (loss)
    
    $
    4,340
    
    
    $
    (4,068
    )
    
    $
    6,132
    
    
    $
    (10,171
    )Denominator:Weighted-average shares of common stock
outstanding
    
    
    44,299
    
    
    
    43,387
    
    
    
    44,080
    
    
    
    42,965Weighted-average shares subject to repurchase
    
    
    (52
    )
    
    
    (642
    )
    
    
    (60
    )
    
    
    (585
    )Shares used in per-share calculation  basic
    
    
    44,247
    
    
    
    42,745
    
    
    
    44,020
    
    
    
    42,380Dilutive effect of employee equity incentive plans
    
    
    986
    
    
    
    
    
    
    
    902
    
    
    
    Shares used in per-share calculation  diluted
    
    
    45,233
    
    
    
    42,745
    
    
    
    44,922
    
    
    
    42,380Net income (loss) per share  basic
    
    $
    0.10
    
    
    $
    (0.10
    )
    
    $
    0.14
    
    
    $
    (0.24
    )Net income (loss) per share  diluted
    
    $
    0.10
    
    
    $
    (0.10
    )
    
    $
    0.14
    
    
    $
    (0.24
    )
  4. Marketable Securities
  Valuation Hierarchy
 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.
  10




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Using Significant
    
    Using SignificantQuoted Prices in
    
    Other
    
    UnobservableTotal Carrying
    
    Active Markets
    
    Observable Inputs
    
    InputsValue
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)September 30, 2009Cash equivalents
    
    $
    42,132
    
    
    $
    42,132
    
    
    $
    
    
    
    $
    Marketable securities
    
    
    46,304
    
    
    
    
    
    
    
    46,304
    
    
    
    March 31, 2009:Cash equivalents
    
    $
    30,483
    
    
    $
    30,483
    
    
    $
    
    
    
    $
    Marketable securities
    
    
    39,255
    
    
    
    
    
    
    
    39,255
    
    
    
    
 Valuation Techniques
    5. Derivative Financial Instruments
     11




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6. Inventory
  September 30,
    
    
    March 31,2009
    
    
    2009Raw materials
    
    $
    13,206
    
    
    $
    16,098Work-in-progress
    
    
    5,708
    
    
    
    6,522Finished goods
    
    
    7,548
    
    
    
    8,150Deferred program costs
    
    
    2,725
    
    
    
    4,359Net inventory
    
    $
    29,187
    
    
    $
    35,129
  ®
 7. Product Warranty
   Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance at beginning of period
    
    $
    5,325
    
    
    $
    1,985
    
    
    $
    4,749
    
    
    $
    1,775Accruals for warranties during the period
    
    
    1,602
    
    
    
    1,310
    
    
    
    2,717
    
    
    
    2,436Settlements and adjustments during the period
    
    
    (1,430
    )
    
    
    (852
    )
    
    
    (1,969
    )
    
    
    (1,768
    )Balance at end of period
    
    $
    5,497
    
    
    $
    2,443
    
    
    $
    5,497
    
    
    $
    2,443
 8. Income Taxes
  9. Commitments and Contingencies
   12




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   
  
 10. Cost-Sharing Arrangements
   Three months ended
    
    Six months endedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Costs incurred
    
    $
    1,004
    
    
    $
    895
    
    
    $
    2,475
    
    
    $
    2,777R&D expenditures offset by cost sharing funding received
    
    
    227
    
    
    
    236
    
    
    
    617
    
    
    
    677G&A expenditures offset by cost sharing funding received
    
    
    198
    
    
    
    206
    
    
    
    538
    
    
    
    590
   11. Acquisitions
 Acquisition of Power Quality Systems, Inc.
   13




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Acquisition of Windtec Consulting GmbH
   12. Restructuring and Impairments
    Lease
    
    
    Decontamination andTermination
    
    
    Other FacilityCosts
    
    
    Closing Costs
    
    
    TotalBalance March 31, 2009
    
    $
    462
    
    
    $
    1,648
    
    
    $
    2,110Charges to operations
    
    
    334
    
    
    
    
    
    
    
    334Cash disbursements
    
    
    (685
    )
    
    
    (795
    )
    
    
    (1,480
    )Balance June 30, 2009
    
    $
    111
    
    
    $
    853
    
    
    $
    964Charges to operations
    
    
    111
    
    
    
    6
    
    
    
    117Cash disbursements
    
    
    (222
    )
    
    
    (859
    )
    
    
    (1,081
    )Balance September 30,
2009
    
    $
    
    
    
    $
    
    
    
    $
    
 13. Business Segment Information
    14




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Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:AMSC Power Systems
    
    $
    71,791
    
    
    $
    35,576
    
    
    $
    142,487
    
    
    $
    71,506AMSC Superconductors
    
    
    2,881
    
    
    
    4,799
    
    
    
    5,185
    
    
    
    8,686Total
    
    $
    74,672
    
    
    $
    40,375
    
    
    $
    147,672
    
    
    $
    80,192
 Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Operating income (loss):AMSC Power Systems
    
    $
    19,866
    
    
    $
    5,501
    
    
    $
    35,261
    
    
    $
    10,379AMSC Superconductors
    
    
    (5,647
    )
    
    
    (5,892
    )
    
    
    (11,144
    )
    
    
    (11,001
    )Unallocated corporate expenses
    
    
    (3,889
    )
    
    
    (3,422
    )
    
    
    (7,396
    )
    
    
    (5,879
    )Total
    
    $
    10,330
    
    
    $
    (3,813
    )
    
    $
    16,721
    
    
    $
    (6,501
    )
    September 30,
    
    
    March 31,2009
    
    
    2009AMSC Power Systems
    
    $
    145,839
    
    
    $
    136,777AMSC Superconductors
    
    
    56,777
    
    
    
    55,122Cash and cash equivalents, marketable securities and restricted cash
    
    
    141,088
    
    
    
    117,207Total
    
    $
    343,704
    
    
    $
    309,106
 14. Subsequent Events
  15




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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. For this purpose, any statements
contained herein that relate to future events or conditions, including without limitation, the
statements under Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations and in Part II, Item 1A. Risk Factors and located elsewhere herein regarding
industry prospects or our prospective results of operations or financial position, may be deemed to
be forward-looking statements. Without limiting the foregoing, the words believes, anticipates,
plans, expects, and similar expressions are intended to identify forward-looking statements.
Such forward-looking statements represent managements current expectations and are inherently
uncertain. The important factors discussed below under the caption Risk Factors in Item 1A, 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 Quarterly Report
on Form 10-Q . While we may elect to update such forward-looking statements at some point in the
future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
These forward-looking statements should not be relied upon as representing our views as of any date
subsequent to the date of this Quarterly Report on Form 10-Q .
  Executive Overview
     16




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##### Table of Contents



Critical Accounting Policies and Estimates
  Results of Operations
 Three and six months ended September 30, 2009 compared to the three and six months ended September
30, 2008
     Revenues
  Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:AMSC Power Systems
    
    $
    71,791
    
    
    $
    35,576
    
    
    $
    142,487
    
    
    $
    71,506AMSC Superconductors
    
    
    2,881
    
    
    
    4,799
    
    
    
    5,185
    
    
    
    8,686Total
    
    $
    74,672
    
    
    $
    40,375
    
    
    $
    147,672
    
    
    $
    80,192
 17




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® ®
   Revenue Earned for the
    
    Revenue Earned for theRevenue Earned
    
    three months
    
    six monthsExpected Total
    
    through
    
    ended September 30,
    
    ended September 30,Contract Value
    
    September 30, 2009
    
    2009
    
    2008
    
    2009
    
    2008Project NameHYDRA
    
    $
    24,908
    
    
    $
    8,681
    
    
    $
    565
    
    
    $
    1,398
    
    
    $
    829
    
    
    $
    2,420LIPA I and II
    
    
    39,958
    
    
    
    32,374
    
    
    
    932
    
    
    
    457
    
    
    
    1,639
    
    
    
    1,296DOE-FCL
    
    
    7,898
    
    
    
    3,580
    
    
    
    515
    
    
    
    688
    
    
    
    577
    
    
    
    1,252NAVSEA Motor Study
    
    
    6,410
    
    
    
    5,954
    
    
    
    59
    
    
    
    1,792
    
    
    
    74
    
    
    
    2,412
   18




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st
 Cost-sharing funding
  Cost of Revenues and Gross Margin
  Operating Expenses
 Research and development
  Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008R&D expenses per Consolidated Statements of Operations
    
    $
    5,416
    
    
    $
    4,688
    
    
    $
    9,944
    
    
    $
    9,601R&D expenditures reclassified as costs of revenue
    
    
    1,360
    
    
    
    5,562
    
    
    
    2,847
    
    
    
    10,055R&D expenditures offset by cost-sharing funding
    
    
    227
    
    
    
    236
    
    
    
    617
    
    
    
    677Aggregated R&D expenses
    
    $
    7,003
    
    
    $
    10,486
    
    
    $
    13,408
    
    
    $
    20,333
  19




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Selling, general, and administrative
  Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008SG&A expenses per Consolidated Statements of Operations
    
    $
    12,712
    
    
    $
    8,849
    
    
    $
    23,597
    
    
    $
    17,742SG&A expenditures reclassified as costs of revenue
    
    
    73
    
    
    
    335
    
    
    
    127
    
    
    
    460SG&A expenditures offset by cost sharing funding
    
    
    198
    
    
    
    206
    
    
    
    538
    
    
    
    590Aggregated SG&A expenses
    
    $
    12,983
    
    
    $
    9,390
    
    
    $
    24,262
    
    
    $
    18,792
   Amortization of acquisition related intangibles
  Restructuring and impairments
   20




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Operating income (loss)
  Three months ended
    
    
    Six months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008AMSC Power Systems
    
    $
    19,866
    
    
    $
    5,501
    
    
    $
    35,261
    
    
    $
    10,379AMSC Superconductors
    
    
    (5,647
    )
    
    
    (5,892
    )
    
    
    (11,144
    )
    
    
    (11,001
    )Unallocated corporate expenses
    
    
    (3,889
    )
    
    
    (3,422
    )
    
    
    (7,396
    )
    
    
    (5,879
    )Total
    
    $
    10,330
    
    
    $
    (3,813
    )
    
    $
    16,721
    
    
    $
    (6,501
    )
    Non-operating expenses/Interest income
   Income Taxes
  21




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Liquidity and Capital Resources
  September 30,
    
    
    March 31,2009
    
    
    2009Cash and cash equivalents
    
    $
    86,752
    
    
    $
    70,674Marketable securities
    
    
    46,304
    
    
    
    39,255Restricted cash
    
    
    8,032
    
    
    
    7,278Total cash, cash equivalents, marketable securities and restricted cash
    
    $
    141,088
    
    
    $
    117,207
      
  Off-Balance Sheet Arrangements
   New Accounting Pronouncements
  22




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23




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Cash and cash equivalents
  Foreign currency exchange risk
     
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  24




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Changes in Internal Control over Financial Reporting
  25




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PART IIOTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
   
 ITEM 6. EXHIBITS
  26




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SIGNATURE
  AMERICAN SUPERCONDUCTOR CORPORATIONDate: November 5, 2009
    /s/ DAVID A. HENRYDavid A. HenrySenior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) 27




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description10.1
    
    Executive Severance Agreement dated as of September 8, 2009 between the Registrant and Susan J. DiCecco.10.2
    
    2007 Stock Incentive Plan, as amended (1).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 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 2002.32.2
    
    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.
 
 (1)
    
    Incorporated by reference to Exhibit 10.1 to the Registrants Current
Report on form 8-K filed with the Securities and Exchange Commission
(the Commission) on August 12, 2009 (Commission File No. 000-19672) 28