##### 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: December 31, 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
(State or other jurisdiction of 
incorporation or organization)
    
    04-2959321
(I.R.S. Employer
Identification No.)64 Jackson Road, Devens, Massachusetts
(Address of principal executive offices)
    
    01434
(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
    
    44,789,359Class
    
    Outstanding as of January 29, 2010




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##### 



AMERICAN SUPERCONDUCTOR CORPORATION
 INDEX
 Page No.PART IFINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    3Unaudited Condensed Consolidated Balance Sheets as of December 31, 2009 and March 31, 2009
    
    
    3Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2009 and 2008
    
    
    4Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended December 31, 2009 and 2008
    
    
    5Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2009 and 2008
    
    
    6Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4.
    
    Controls and Procedures
    
    
    24PART IIOTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    26Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 6.
    
    Exhibits
    
    
    26Signature
    
    
    27EX-10.1 First Amendment to Amended and Restated Executive Severance Agreement, effective as of December 11, 2009EX-31.1 Section 302 Certification of Chief Executive OfficerEX-31.2 Section 302 Certification of Chief Financial OfficerEX-32.1 Section 906 Certification of Chief Executive OfficerEX-32.2 Section 906 Certification of Chief Financial Officer
  2




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AMERICAN SUPERCONDUCTOR CORPORATION
 
 PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 December 31,
    
    
    March 31,2009
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    40,383
    
    
    $
    70,674Marketable securities
    
    
    50,913
    
    
    
    39,255Accounts receivable, net
    
    
    78,894
    
    
    
    50,103Inventory
    
    
    36,100
    
    
    
    35,129Restricted cash
    
    
    5,802
    
    
    
    5,872Prepaid expenses and other current assets
    
    
    13,074
    
    
    
    10,313Deferred tax assets, net
    
    
    791
    
    
    
    1,160Total current assets
    
    
    225,957
    
    
    
    212,506Property, plant and equipment, net
    
    
    58,094
    
    
    
    54,838Goodwill
    
    
    38,643
    
    
    
    26,233Intangibles, net
    
    
    8,526
    
    
    
    8,859Marketable securities
    
    
    15,681
    
    
    
    Restricted cash
    
    
    
    
    
    
    1,406Other assets
    
    
    18,008
    
    
    
    5,264Total assets
    
    $
    364,909
    
    
    $
    309,106LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    65,386
    
    
    $
    60,253Deferred revenue
    
    
    19,494
    
    
    
    21,066Total current liabilities
    
    
    84,880
    
    
    
    81,319Deferred revenue
    
    
    11,637
    
    
    
    4,902Deferred tax liabilities, net
    
    
    915
    
    
    
    840Other
    
    
    375
    
    
    
    184Total liabilities
    
    
    97,807
    
    
    
    87,245Commitments and contingencies (Note 9)Stockholders equity:Common stock
    
    
    444
    
    
    
    433Additional paid-in capital
    
    
    682,059
    
    
    
    653,054Deferred contract costs  warrant
    
    
    
    
    
    
    (2
    )Accumulated other comprehensive income (loss)
    
    
    425
    
    
    
    (4,487
    )Accumulated deficit
    
    
    (415,826
    )
    
    
    (427,137
    )Total stockholders equity
    
    
    267,102
    
    
    
    221,861Total liabilities and stockholders equity
    
    $
    364,909
    
    
    $
    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
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    80,659
    
    
    $
    41,334
    
    
    $
    228,331
    
    
    $
    121,526Cost and operating expenses:Cost of revenues
    
    
    50,444
    
    
    
    31,764
    
    
    
    146,498
    
    
    
    89,630Research and development
    
    
    6,421
    
    
    
    5,305
    
    
    
    16,365
    
    
    
    14,906Selling, general and administrative
    
    
    12,881
    
    
    
    9,400
    
    
    
    36,478
    
    
    
    27,142Amortization of acquisition related intangibles
    
    
    473
    
    
    
    433
    
    
    
    1,378
    
    
    
    1,417Restructuring and impairments
    
    
    
    
    
    
    168
    
    
    
    451
    
    
    
    668Total cost and operating expenses
    
    
    70,219
    
    
    
    47,070
    
    
    
    201,170
    
    
    
    133,763Operating income (loss)
    
    
    10,440
    
    
    
    (5,736
    )
    
    
    27,161
    
    
    
    (12,237
    )Interest income
    
    
    195
    
    
    
    697
    
    
    
    628
    
    
    
    2,273Other income (expense), net
    
    
    193
    
    
    
    (423
    )
    
    
    (2,654
    )
    
    
    (2,413
    )Income (loss) before income tax expense
    
    
    10,828
    
    
    
    (5,462
    )
    
    
    25,135
    
    
    
    (12,377
    )Income tax expense
    
    
    5,649
    
    
    
    2,310
    
    
    
    13,824
    
    
    
    5,566Net income (loss)
    
    $
    5,179
    
    
    $
    (7,772
    )
    
    $
    11,311
    
    
    $
    (17,943
    )Net income (loss) per common shareBasic
    
    $
    0.12
    
    
    $
    (0.18
    )
    
    $
    0.26
    
    
    $
    (0.42
    )Diluted
    
    $
    0.11
    
    
    $
    (0.18
    )
    
    $
    0.25
    
    
    $
    (0.42
    )Weighted average number of common shares outstandingBasic
    
    
    44,623
    
    
    
    43,024
    
    
    
    44,222
    
    
    
    42,596Diluted
    
    
    45,566
    
    
    
    43,024
    
    
    
    45,072
    
    
    
    42,596
  4




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AMERICAN SUPERCONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
 Three months ended
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    5,179
    
    
    $
    (7,772
    )
    
    $
    11,311
    
    
    $
    (17,943
    )Other comprehensive income (loss)Foreign currency translation
    
    
    (2,275
    )
    
    
    (832
    )
    
    
    5,030
    
    
    
    (4,587
    )Unrealized gain/(loss) on investments
    
    
    (9
    )
    
    
    254
    
    
    
    (118
    )
    
    
    129Other comprehensive income (loss)
    
    
    (2,284
    )
    
    
    (578
    )
    
    
    4,912
    
    
    
    (4,458
    )Comprehensive income (loss)
    
    $
    2,895
    
    
    $
    (8,350
    )
    
    $
    16,223
    
    
    $
    (22,401
    )
  5




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AMERICAN SUPERCONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 For the nine months endedDecember 31,2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    11,311
    
    
    $
    (17,943
    )Adjustments to reconcile net income/(loss) to net cash used in operations:Depreciation and amortization
    
    
    7,158
    
    
    
    6,192Stock-based compensation expense
    
    
    10,440
    
    
    
    7,586Stock-based compensation expensenon-employee
    
    
    91
    
    
    
    18Allowance for doubtful accounts
    
    
    260
    
    
    
    1,466Re-valuation of warrant
    
    
    
    
    
    
    1,334Deferred income taxes
    
    
    (1,608
    )
    
    
    427Other non-cash items
    
    
    745
    
    
    
    652Changes in operating asset and liability accounts:Accounts receivable
    
    
    (33,035
    )
    
    
    (5,735
    )Inventory
    
    
    (728
    )
    
    
    (11,531
    )Prepaid expenses and other current assets
    
    
    (2,978
    )
    
    
    (1,433
    )Accounts payable and accrued expenses
    
    
    3,325
    
    
    
    9,602Deferred revenue
    
    
    3,882
    
    
    
    8,523Net cash used in operating activities
    
    
    (1,137
    )
    
    
    (842
    )Cash flows from investing activities:Purchase of property, plant and equipment, net
    
    
    (8,232
    )
    
    
    (5,247
    )Purchase of marketable securities
    
    
    (68,096
    )
    
    
    (77,602
    )Proceeds from the maturity of marketable securities
    
    
    40,638
    
    
    
    57,080Change in restricted cash
    
    
    1,645
    
    
    
    5,030Purchase of intangible assets
    
    
    (1,360
    )
    
    
    (845
    )Change in other assets
    
    
    (879
    )
    
    
    (80
    )Net cash used in investing activities
    
    
    (36,284
    )
    
    
    (21,664
    )Cash flows from financing activities:Proceeds from exercise of employee stock options
    
    
    6,048
    
    
    
    12,230Net cash provided by financing activities
    
    
    6,048
    
    
    
    12,230Effect of exchange rate changes on cash and cash equivalents
    
    
    1,082
    
    
    
    (1,970
    )Net decrease in cash and cash equivalents
    
    
    (30,291
    )
    
    
    (12,246
    )Cash and cash equivalents at beginning of period
    
    
    70,674
    
    
    
    67,834Cash and cash equivalents at end of period
    
    $
    40,383
    
    
    $
    55,588Supplemental schedule of cash flow information:Non-cash issuance of common stock
    
    $
    1,610
    
    
    $
    443Non-cash contingent consideration in connection
with acquisitions
    
    
    10,828
    
    
    
    11,008
  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
    
    
    Nine months endedDecember 31,
    
    
    December 312009
    
    
    2008
    
    
    2009
    
    
    2008Cost of revenues
    
    $
    307
    
    
    $
    353
    
    
    $
    886
    
    
    $
    1,035Research and development
    
    
    509
    
    
    
    538
    
    
    
    1,499
    
    
    
    1,574Selling, general and administrative
    
    
    2,706
    
    
    
    1,501
    
    
    
    8,055
    
    
    
    4,977Total
    
    $
    3,522
    
    
    $
    2,392
    
    
    $
    10,440
    
    
    $
    7,586
    Three months ended
    
    Nine months endedDecember 31,
    
    December 31,2009
    
    2008
    
    2009
    
    2008Expected volatility
    
    
    65.6
    %
    
    
    71.2
    %
    
    
    68.9
    %
    
    
    60.2
    %Risk-free interest rate
    
    
    2.6
    %
    
    
    1.5
    %
    
    
    2.6
    %
    
    
    3.1
    %Expected life (years)
    
    
    4.8
    
    
    
    4.9
    
    
    
    4.8
    
    
    
    4.9Dividend yield
    
    None
    
    None
    
    None
    
    None
  8




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3. Computation of Net Income (Loss) per Common Share
   Three months ended
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:Net income (loss)
    
    $
    5,179
    
    
    $
    (7,772
    )
    
    $
    11,311
    
    
    $
    (17,942
    )Denominator:Weighted-average shares of common stock outstanding
    
    
    44,665
    
    
    
    43,653
    
    
    
    44,276
    
    
    
    43,196Weighted-average shares subject to repurchase
    
    
    (42
    )
    
    
    (629
    )
    
    
    (54
    )
    
    
    (600
    )Shares used in per-share calculation  basic
    
    
    44,623
    
    
    
    43,024
    
    
    
    44,222
    
    
    
    42,596Dilutive effect of employee equity incentive plans
    
    
    943
    
    
    
    
    
    
    
    850
    
    
    
    Shares used in per-share calculation  diluted
    
    
    45,566
    
    
    
    43,024
    
    
    
    45,072
    
    
    
    42,596Net income (loss) per share  basic
    
    $
    0.12
    
    
    $
    (0.18
    )
    
    $
    0.26
    
    
    $
    (0.42
    )Net income (loss) per share  diluted
    
    $
    0.11
    
    
    $
    (0.18
    )
    
    $
    0.25
    
    
    $
    (0.42
    )
  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
 9




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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.
   Using Significant
    
    Using SignificantQuoted Prices in
    
    Other
    
    UnobservableTotal Carrying
    
    Active Markets
    
    Observable Inputs
    
    InputsValue
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)December 31, 2009Cash equivalents
    
    $
    29,141
    
    
    $
    29,141
    
    
    $
    
    
    
    $
    Marketable securities
    
    
    66,594
    
    
    
    
    
    
    
    66,594
    
    
    
    March 31, 2009:Cash equivalents
    
    $
    30,483
    
    
    $
    30,483
    
    
    $
    
    
    
    $
    Marketable securities
    
    
    39,255
    
    
    
    
    
    
    
    39,255
    
    
    
    
  Valuation Techniques
    5. Derivative Financial Instruments
   10




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6. Inventory
  December 31,
    
    
    March 31,2009
    
    
    2009Raw materials
    
    $
    13,868
    
    
    $
    16,098Work-in-progress
    
    
    7,788
    
    
    
    6,522Finished goods
    
    
    10,966
    
    
    
    8,150Deferred program costs
    
    
    3,478
    
    
    
    4,359Net inventory
    
    $
    36,100
    
    
    $
    35,129
  ®
 7. Product Warranty
   Three months ended
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance at beginning of period
    
    $
    5,497
    
    
    $
    2,443
    
    
    $
    4,749
    
    
    $
    1,775Accruals for warranties during the period
    
    
    2,238
    
    
    
    1,269
    
    
    
    4,955
    
    
    
    3,706Settlements and adjustments during the period
    
    
    (1,703
    )
    
    
    (1,069
    )
    
    
    (3,672
    )
    
    
    (2,838
    )Balance at end of period
    
    $
    6,032
    
    
    $
    2,643
    
    
    $
    6,032
    
    
    $
    2,643
 8. Income Taxes
  11




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9. Commitments and Contingencies
       10. Cost-Sharing Arrangements
   Three months ended
    
    Nine months endedDecember 31,
    
    December 31,2009
    
    2008
    
    2009
    
    2008Costs incurred
    
    $
    943
    
    
    $
    615
    
    
    $
    3,418
    
    
    $
    3,392R&D expenditures offset by cost sharing funding received
    
    
    250
    
    
    
    163
    
    
    
    867
    
    
    
    840G&A expenditures offset by cost sharing funding received
    
    
    217
    
    
    
    141
    
    
    
    755
    
    
    
    731
  11. Acquisitions
 Acquisition of Power Quality Systems, Inc.
  12




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Acquisition of Windtec Consulting GmbH
   Investment
in Tres Amigas
  12. Restructuring and Impairments
    Lease
    
    
    Decontamination andTermination
    
    
    Other FacilityCosts
    
    
    Closing Costs
    
    
    TotalBalance March 31, 2009
    
    $
    462
    
    
    $
    1,648
    
    
    $
    2,110Charges to operations
    
    
    445
    
    
    
    6
    
    
    
    451Cash disbursements
    
    
    (907
    )
    
    
    (1,654
    )
    
    
    (2,561
    )Balance December 31, 2009
    
    $
    
    
    
    $
    
    
    
    $
    
 13. Business Segment Information
   13




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Three months ended
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:AMSC Power Systems
    
    $
    77,026
    
    
    $
    38,277
    
    
    $
    219,513
    
    
    $
    109,783AMSC Superconductors
    
    
    3,633
    
    
    
    3,057
    
    
    
    8,818
    
    
    
    11,743Total
    
    $
    80,659
    
    
    $
    41,334
    
    
    $
    228,331
    
    
    $
    121,526
 Three months ended
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Operating income (loss):AMSC Power Systems
    
    $
    19,941
    
    
    $
    3,208
    
    
    $
    55,202
    
    
    $
    13,587AMSC Superconductors
    
    
    (5,941
    )
    
    
    (6,264
    )
    
    
    (17,085
    )
    
    
    (17,265
    )Unallocated corporate expenses
    
    
    (3,560
    )
    
    
    (2,680
    )
    
    
    (10,956
    )
    
    
    (8,559
    )Total
    
    $
    10,440
    
    
    $
    (5,736
    )
    
    $
    27,161
    
    
    $
    (12,237
    )
    December 31,
    
    
    March 31,2009
    
    
    2009AMSC Power Systems
    
    $
    190,620
    
    
    $
    136,777AMSC Superconductors
    
    
    29,028
    
    
    
    21,830Corporate assets
    
    
    145,261
    
    
    
    150,499Total
    
    $
    364,909
    
    
    $
    309,106
  14. Subsequent Events
  14




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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
     15




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Critical Accounting Policies and Estimates
  Results of Operations
 Three and nine months ended December 31, 2009 compared to the three and nine months ended December
31, 2008
    Revenues
  Three months ended
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:AMSC Power Systems
    
    $
    77,026
    
    
    $
    38,277
    
    
    $
    219,513
    
    
    $
    109,783AMSC Superconductors
    
    
    3,633
    
    
    
    3,057
    
    
    
    8,818
    
    
    
    11,743Total
    
    $
    80,659
    
    
    $
    41,334
    
    
    $
    228,331
    
    
    $
    121,526
 ® ®
 16




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Revenue Earned for the
    
    Revenue Earned for theRevenue Earned
    
    three months
    
    nine monthsExpected Total
    
    through
    
    ended December 31,
    
    ended December 31,Contract Value
    
    December 31, 2009
    
    2009
    
    2008
    
    2009
    
    2008Project NameHYDRA
    
    $
    24,908
    
    
    $
    8,877
    
    
    $
    196
    
    
    $
    1,023
    
    
    $
    1,025
    
    
    $
    3,443LIPA I and II
    
    
    40,141
    
    
    
    33,489
    
    
    
    1,115
    
    
    
    593
    
    
    
    2,754
    
    
    
    1,889DOE-FCL
    
    
    7,898
    
    
    
    3,983
    
    
    
    403
    
    
    
    489
    
    
    
    980
    
    
    
    1,741NAVSEA Motor Study
    
    
    6,511
    
    
    
    6,087
    
    
    
    133
    
    
    
    336
    
    
    
    207
    
    
    
    2,748
    Cost-sharing funding
  17




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Cost of Revenues and Gross Margin
  Operating Expenses
 Research and development
  Three months ended
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008R&D expenses per Consolidated Statements of Operations
    
    $
    6,421
    
    
    $
    5,305
    
    
    $
    16,365
    
    
    $
    14,906R&D expenditures reclassified as cost of revenues
    
    
    1,832
    
    
    
    4,710
    
    
    
    4,679
    
    
    
    14,765R&D expenditures offset by cost-sharing funding
    
    
    250
    
    
    
    163
    
    
    
    867
    
    
    
    840Aggregated R&D expenses
    
    $
    8,503
    
    
    $
    10,178
    
    
    $
    21,911
    
    
    $
    30,511
  Selling, general, and administrative
  Three months ended
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008SG&A expenses per Consolidated Statements of Operations
    
    $
    12,881
    
    
    $
    9,400
    
    
    $
    36,478
    
    
    $
    27,142SG&A expenditures reclassified as cost of revenues
    
    
    125
    
    
    
    91
    
    
    
    252
    
    
    
    551SG&A expenditures offset by cost sharing funding
    
    
    217
    
    
    
    141
    
    
    
    755
    
    
    
    731Aggregated SG&A expenses
    
    $
    13,223
    
    
    $
    9,632
    
    
    $
    37,485
    
    
    $
    28,424
  18




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Amortization of acquisition related intangibles
  Restructuring and impairments
   Operating income (loss)
  Three months ended
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008AMSC Power Systems
    
    $
    19,941
    
    
    $
    3,208
    
    
    $
    55,202
    
    
    $
    13,587AMSC Superconductors
    
    
    (5,941
    )
    
    
    (6,264
    )
    
    
    (17,085
    )
    
    
    (17,265
    )Unallocated corporate expenses
    
    
    (3,560
    )
    
    
    (2,680
    )
    
    
    (10,956
    )
    
    
    (8,559
    )Total
    
    $
    10,440
    
    
    $
    (5,736
    )
    
    $
    27,161
    
    
    $
    (12,237
    )
   19




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Non-operating expenses/Interest income
   Income Taxes
  Non-GAAP Measures
   20




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Three months ended
    
    
    Nine months endedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    5,179
    
    
    $
    (7,772
    )
    
    $
    11,311
    
    
    $
    (17,943
    )Amortization of acquisition-related intangibles
    
    
    473
    
    
    
    433
    
    
    
    1,378
    
    
    
    1,417Restructuring and impairments
    
    
    
    
    
    
    168
    
    
    
    451
    
    
    
    668Stock-based compensation
    
    
    3,522
    
    
    
    2,392
    
    
    
    10,440
    
    
    
    7,586Re-valuation of stock warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,334Tax effects
    
    
    (96
    )
    
    
    (86
    )
    
    
    (277
    )
    
    
    (287
    )Non-GAAP net income (loss)
    
    $
    9,078
    
    
    $
    (4,865
    )
    
    $
    23,303
    
    
    $
    (7,225
    )Non-GAAP earnings (loss) per share
    
    $
    0.20
    
    
    $
    (0.11
    )
    
    $
    0.52
    
    
    $
    (0.17
    )Weighted average shares outstanding *
    
    
    45,566
    
    
    
    43,024
    
    
    
    45,072
    
    
    
    42,596
 
 *
    
    Diluted shares are used for periods where non-GAAP net income is generated.  Liquidity and Capital Resources
  December 31,
    
    
    March 31,2009
    
    
    2009Cash and cash equivalents
    
    $
    40,383
    
    
    $
    70,674Marketable securities
    
    
    66,594
    
    
    
    39,255Restricted cash
    
    
    5,802
    
    
    
    7,278Total cash, cash equivalents, marketable securities and restricted cash
    
    $
    112,779
    
    
    $
    117,207
    21




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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 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 6. EXHIBITS
  26




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##### Table of Contents



SIGNATURE
  AMERICAN SUPERCONDUCTOR CORPORATIONDate: February 3, 2010
    /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
    
    First Amendment to Amended and Restated Executive
Severance Agreement, effective as of December 11, 2009,
between the Registrant and Daniel P. McGahn31.1
    
    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.
 28