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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
(Edgar Glimpses Via Acquire Media NewsEdge) 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 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. There
are a number of important factors that could materially impact the value of our
common stock or cause actual results to differ materially from those indicated
by such forward-looking statements. Such factors include: Our success in
addressing the wind energy market is dependent on the manufacturers that license
our designs; we may not realize all of the sales expected from our backlog of
orders and contracts; our business and operations would be adversely impacted in
the event of a failure or security breach of our information technology
infrastructure; our success is dependent upon attracting and retaining qualified
personnel and our inability to do so could significantly damage our business and
prospects; we rely upon third-party suppliers for the components and
subassemblies of many of our Wind and Grid products, making us vulnerable to
supply shortages and price fluctuations, which could harm our business; many of
our revenue opportunities are dependent upon subcontractors and other business
collaborators; we may require additional funding in the future and may be unable
to raise capital when needed; 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; our contracts with the United States government are subject to
audit, modification or termination by the United States government and include
certain other provisions in favor of the government; the continued funding of
such contracts remains subject to annual congressional appropriation which, if
not approved, could reduce our revenue and lower or eliminate our profit; we may
acquire additional complementary businesses or technologies, which may require
us to incur substantial costs for which we may never realize the anticipated
benefits; many of our customers outside of the United States are, 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
limited experience in marketing and selling our superconductor products and
system-level solutions, and our failure to effectively market and sell our
products and solutions could lower our revenue and cash flow; we have a history
of operating losses, and we may incur additional losses in the future; our
operating results may fluctuate significantly from quarter to quarter and may
fall below expectations in any particular fiscal quarter; our new debt
obligations include certain covenants and other events of default. Should we not
comply with the covenants or incur an event of default, we may be required to
repay our debt obligations in cash, which could have an adverse effect on our
liquidity; we have recorded a liability for adverse purchase commitments with
certain of our vendors; should we be required to settle these liabilities in
cash, our liquidity could be adversely affected; if we fail to maintain proper
and effective internal controls over financial reporting, our ability to produce
accurate and timely financial statements could be impaired and may lead
investors and other users to lose confidence in our financial data; 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; changes in exchange rates could adversely affect our results
from operations; growth of the wind energy market depends largely on the
availability and size of government subsidies and economic incentives; we depend
on sales to customers in China, and global conditions could negatively affect
our operating results or limit our ability to expand our operations outside of
China; changes in China's political, social, regulatory and economic environment
may affect our financial performance; our products face intense competition,
which could limit our ability to acquire or retain customers; 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; adverse changes in
domestic and global economic conditions could adversely affect our operating
results; we may be unable to adequately prevent disclosure of trade secrets and
other proprietary information; our patents may not provide meaningful protection
for our technology, which could result in us losing some or all of our market
position; the commercial uses of superconductor products are limited today, and
a widespread commercial market for our products may not develop; there are a
number of technological challenges that must be successfully addressed before
our superconductor products can gain widespread commercial acceptance, and our
inability to address such technological challenges could adversely affect our
ability to acquire customers for our products; we have not manufactured our
Amperium wire in commercial quantities, and a failure to manufacture our
Amperium wire in commercial quantities at acceptable cost and quality levels
would substantially limit our future revenue and profit potential; 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 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; we have
filed a demand for arbitration and other lawsuits against our former largest
customer, Sinovel, regarding amounts we contend are overdue. We
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cannot be certain as to the outcome of these proceedings; we have been named as
a party to purported stockholder class actions and stockholder derivative
complaints, and we may be named in additional litigation, all of which will
require significant management time and attention, result in significant legal
expenses and may result in an unfavorable outcome, which could have a material
adverse effect on our business, operating results and financial condition; our
7% convertible note contains warrants and provisions that could limit our
ability to repay the note in shares of common stock and should the note be
repaid in stock, shareholders could experience significant dilution; our common
stock has experienced, and may continue to experience, significant market price
and volume fluctuations, which may prevent our stockholders from selling our
common stock at a profit and could lead to costly litigation against us that
could divert our management's attention; and new regulations related to
conflict-free minerals may force us to incur significant additional expenses.
These and the important factors discussed under the caption "Risk Factors" in
Part II. Item 1A and Part 1. Item 1A of our Form 10-K/A for the fiscal year
ended March 31, 2012, 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.
American Superconductor ®, Amperium®, AMSC®, D-VAR ®, PowerModuleTM, PQ-IVR®,
SeaTitanTM, Gridtec SolutionsTM, Windtec SolutionsTM and Smarter, Cleaner…
Better EnergyTM are trademarks or registered trademarks of American
Superconductor Corporation or its 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 TM
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.
Overview
American Superconductor Corporation was founded on April 9, 1987. We are a
leading provider of megawatt-scale solutions that lower the cost of wind power
and enhance the performance of the power grid. In the wind power market, we
enable manufacturers to field highly competitive wind turbines through our
advanced power electronics products, engineering, and support services. In the
power grid market, we enable electric utilities and renewable energy project
developers to connect, transmit and distribute power through our transmission
planning services and power electronics and superconductor-based products. Our
wind and power grid products and services provide exceptional reliability,
security, efficiency and affordability to our customers.
Our wind and power grid solutions help to improve energy efficiency, alleviate
power grid capacity constraints and increase the adoption of renewable energy
generation. Demand for our solutions is driven by the growing needs for
renewable sources of electricity, such as wind and solar energy, and for
modernized smart grids that improve power reliability and quality. Concerns
about these factors have led to increased spending by corporations as well as
supportive government regulations and initiatives on local, state, national and
global levels, including renewable portfolio standards, tax incentives and
international treaties.
We manufacture products using two proprietary core technologies: PowerModule™
programmable power electronic converters and our Amperium® HTS (High Temperature
Superconductor) wires. These technologies and our system-level solutions are
protected by a broad and deep intellectual property portfolio consisting of
hundreds of patents and licenses worldwide.
We operate our business under two market-facing business units: Wind and Grid.
We believe this market-centric structure enables us to more effectively
anticipate and meet the needs of wind turbine manufacturers, power generation
project developers and electric utilities.
• Wind. Through our Windtec Solutions, our Wind business segment enables
manufacturers to field wind turbines with exceptional power output,
reliability and affordability. We 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
drive trains and power ratings up to 10 megawatts. We provide a broad
range of power electronics and software based control systems that are
highly integrated and redesigned for optimized performance,
efficiency, and grid compatibility.
• Grid. Through our Gridtec Solutions, our Grid business segment enables
electric utilities and renewable energy project developers to connect,
transmit and distribute power with exceptional efficiency, reliability
and affordability. We provide transmission planning services that
allow us to identify power grid congestion, poor power quality and
other risks, which help us determine how our solutions can improve
network performance. These services often lead to sales of grid
interconnection solutions for wind farms and solar powerplants, power
quality systems and transmission and distribution cable systems.
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Our fiscal year begins on April 1 and ends on March 31. This document refers to
fiscal 2012, which is defined as the period beginning on April 1, 2012 and
concluding on March 31, 2013. The third quarter of fiscal 2012 began on
October 1, 2012 and concluded on December 31, 2012.
On April 4, 2012 we completed a private placement of a $25.0 million of senior
convertible note (the "Initial Note") with Capital Ventures International
("CVI"), an affiliate of Heights Capital Management. On June 5, 2012, we entered
into a $10.0 million Loan and Security Agreement ("Term Loan") with Hercules
Technology Growth Capital, Inc. On December 20, 2012, we entered into an
Amendment and Exchange Agreement, (the "Amendment"), with CVI , pursuant to
which we exchanged the Initial Note for a new unsecured, senior convertible note
(the "Exchanged Note"), which had the same principal amount and accrued interest
as the Initial Note at the time of the exchange. See Liquidity and Capital
Resources below for further discussion of these debt arrangements.
In response to challenging conditions in the wind power market, on November 28,
2012 we reduced our global workforce by approximately 25%. In addition, we plan
to consolidate certain of our office locations. These workforce reductions and
planned office consolidations are expected to lower operating costs and enhance
liquidity. We expect these reductions to result in a reduction of our annualized
expenses of approximately $10 million.
Our cash requirements depend on numerous factors, including our ability to
profitably grow revenues, fund and maintain compliance with the covenants and
restrictions on our debt obligations, successful completion of our product
development activities, ability to commercialize our product prototypes, rate of
customer and market adoption of our products, and collecting receivables
according to established terms. Significant deviations to our business plan with
regard to these factors, which are important drivers to our business, could have
a material adverse effect on our operating performance, financial condition, and
future business prospects. We expect to pursue the expansion of our operations
through internal growth, diversification of our customer base, and potential
strategic alliances. Potential sources of additional capital include the sale of
assets, or obtaining additional financing. With respect to additional financing,
there can be no assurance that we will be able to sell assets, or that a
financing will be available, with commercially acceptable terms or at all. See
below for a discussion of liquidity and capital resources.
During March 2011, we engaged in discussions with Sinovel, formerly our largest
customer, regarding the acceptance of its scheduled shipments, outstanding
receivables, and the delivery of a custom solution desired by Sinovel for low
voltage ride through ("LVRT") that required a modification to our existing LVRT
design. The custom design required modified software and additional
hardware. Toward the end of March, Sinovel requested that we provide them with
the additional hardware without additional cost. On March 31, 2011, we proposed
to Sinovel that we would provide the additional hardware without additional cost
if Sinovel would accept the scheduled shipments. Sinovel rejected this proposal
due to what we were told was excess inventory of our components. Since Sinovel
did not give us the requisite notice under our contracts that they intended to
delay deliveries, we believe that these actions constitute material breaches of
our contracts.
As of the date of this filing, we have not received payment from Sinovel for any
outstanding receivables nor have we been notified as to when, if ever, Sinovel
will accept contracted shipments that were scheduled for delivery after
March 31, 2011. Additionally, based in part upon evidence obtained through an
internal investigation and a criminal investigation conducted by Austrian
authorities regarding the actions of a former employee of our Austrian
subsidiary, we believe that Sinovel illegally obtained and used our intellectual
property in violation of civil and criminal intellectual property laws. In July
2011, a former employee of our Austrian subsidiary was arrested in Austria on
charges of economic espionage and fraudulent manipulation of data. In September
2011, the former employee pled guilty to the charges, and was imprisoned. The
evidence presented during the court hearing showed that this former employee was
contracted by Sinovel through an intermediary, while employed by us, and
improperly obtained and transferred to Sinovel portions of our wind turbine
control software source code developed for Sinovel's 1.5MW wind turbines. Except
for portions of this 1.5MW wind turbine software, we do not believe that the
source code for any other turbines, such as the 3MW, 5MW and 6MW wind turbines,
that were designed by and co-developed with us, have been transferred to
Sinovel. Moreover, we believe the evidence shows this former employee illegally
used source code to develop, for Sinovel, a software modification to circumvent
the encryption and remove technical protection measures on the PM3000 power
converters in 1.5MW wind turbines in the field. We believe that only the binary
code, or upper layer, of the PM3000 software developed to circumvent the
encryption and remove technical protection measures was transferred to Sinovel.
We do not believe that any PM3000 source code was transferred to Sinovel. These
actions potentially enable Sinovel to deploy, independent of us, wind turbine
control software, including a low voltage ride through solution, on all of its
1.5MW wind turbines in the field. In addition, by having the wind turbine
control source code, Sinovel could potentially modify the source code to allow
the use of core electrical components, including power converters, from other
manufacturers.
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On September 13, 2011, we commenced a series of legal actions in China against
Sinovel. We filed a claim for arbitration in Beijing, China to compel Sinovel to
pay us for past product shipments and to accept all contracted but not yet
delivered core electrical components and spare parts under all existing
contracts with us. The arbitration claim was filed with the Beijing Arbitration
Commission in accordance with the terms of our supply contracts with Sinovel. We
also filed civil and criminal complaints against Sinovel.
We cannot provide any assurance as to the outcome of these legal actions. See
Part II, Item 1, Legal Proceedings below for additional information regarding
these legal proceedings.
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. Except as stated below, there were no significant
changes in the critical accounting policies during the nine months ended
December 31, 2012 that were disclosed in our Form 10-K/A for fiscal 2011, which
ended on March 31, 2012.
Fair Value of Financial Instruments
Our financial instruments consist principally of cash and cash equivalents,
accounts receivable, accounts payable, accrued expenses, derivatives, warrants,
convertible notes and a term loan. The estimated fair values have been
determined through information obtained from market sources and management
estimates. The carrying amounts of these instruments approximate fair value. We
have identified all of the derivatives associated with the Exchanged Note which
include holder change of control redemption rights, issuer optional redemption
rights, sale redemption rights and a feature to covert the Convertible Note into
equity at the holder's option. The derivative liability is subject to
revaluation at each balance sheet date, and any change in fair value will be
recorded as a change in fair value in other income (expense) until the earlier
of their exercise or expiration of the derivatives associated with the Exchanged
Note. We rely on assumptions in a lattice model to determine the fair value of
the derivative liability. We have appropriately valued the derivative liability
within Level 3 of the valuation hierarchy. Warrants were issued in conjunction
with the Exchanged Note and Term Loan. These warrants are subject to revaluation
at each balance sheet date, and any change in fair value will be recorded as a
change in fair value in other income (expense) until the earlier of the
warrants' exercise or expiration. We rely on assumptions used in a Black-Scholes
model to determine the fair value of the warrants. We have appropriately valued
the warrants within Level 3 of the valuation hierarchy.
Results of Operations
Three and nine months ended December 31, 2012 compared to the three and nine
months ended December 31, 2011
Revenues
Total revenues decreased by 4% to $17.4 million for the three months ended
December 31, 2012, compared to $18.1 million for the three months ended
December 31, 2011. Total revenues increased by 40% to $67.0 million for the nine
months ended December 31, 2012, compared to $47.9 million for the nine months
ended December 31, 2011. Our revenues are summarized as follows (in thousands):
Three months ended Nine months ended
December 31, December 31,
2012 2011 2012 2011
Revenues:
Wind $ 6,808 $ 10,125 $ 35,321 $ 27,836
Grid 10,609 7,933 31,679 20,080
Total $ 17,417 $ 18,058 $ 67,000 $ 47,916
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Our Wind business unit accounted for 39% and 53% of total revenues for the three
and nine months ended December 31, 2012, respectively, compared to 56% and 58%
for the three and nine months ended December 31, 2011, respectively. Revenues in
the Wind business unit decreased 33% and increased 27% to $6.8 million and $35.3
million in the three and nine months ended December 31, 2012, respectively, from
$10.1 million and $27.8 million in the three and nine months ended December 31,
2011, respectively. The decrease in the Wind business unit revenues in the three
months ended December 31, 2012, compared to the same prior year period was
primarily due to decreased shipments of electrical control systems to customers
in India and Korea amid a challenging global market environment in the wind
industry. Wind business unit revenues increased in the nine months ended
December 31, 2012, as compared to the prior year period primarily due to
increased shipments of electrical control systems to customers in China and
India.
Our Grid business unit accounted for 61% and 47% of total revenues for the three
and nine months ended December 31, 2012, respectively, compared to 44% and 42%
for the three and nine months ended December 31, 2011, respectively. Our Grid
business unit revenues increased 34% and 58% to $10.6 million and $31.7 million
in the three and nine months ended December 31, 2012, respectively, from
$7.9 million and $20.1 million for the three and nine months ended December 31,
2011, respectively. For the three months ended December 31, 2012, Grid business
unit revenues increased primarily due to increased D-VAR shipments to customers
in the United Kingdom. For the nine months ended December 31, 2012, Grid
business unit revenues increased primarily due to increased D-VAR revenues to
customers in Australia and the United Kingdom.
Revenues from significant government-funded contracts are summarized as follows
(in thousands):
Revenue earned
through Three months ended Nine months ended
Expected total December 31, December 31, December 31,
Project name contract value 2012 2012 2011 2012 2011
HYDRA $ 29,043 $ 13,815 $ 549 $ 511 $ 1,658 $ 1,208
LIPA I and II 40,141 40,141 - 116 163 1,500
DOE-FCL 7,898 7,536 25 95 286 409
Total $ 77,082 $ 61,492 $ 574 $ 722 $ 2,107 $ 3,117
These significant projects represented 5% and 7% of the Grid business unit
revenues for the three and nine months ended December 31, 2012, respectively,
compared to 9% and 16% of the Grid business unit revenues for the three and nine
months ended December 31, 2011, respectively.
Project HYDRA is a project with Consolidated Edison, Inc. that is being
partially funded by the Department of Homeland Security ("DHS"). DHS is expected
to invest up to a total of $29.0 million in the development of a new HTS power
grid technology called FaultBlocker cable systems. FaultBlocker cable systems
are designed to utilize customized Amperium® HTS wires, and ancillary controls
to deliver more power through the grid while also being able to suppress power
surges that can disrupt service. Of the total $29.0 million in funding expected
from DHS, it has committed funding of $18.9 million to us as of December 31,
2012. On January 7, 2013, DHS committed an additional $1.6 million in funding to
us for Project HYDRA. Consolidated Edison and Southwire Company are our
subcontractors on this project.
LIPA II is a project to install an HTS power cable using our Amperium® wire for
the Long Island Power Authority. DOE-FCL is a project to develop and demonstrate
a transmission voltage SuperLimiter fault current limiter ("FCL").
The following table sets forth customers who represented 10% or more of our
total revenues for the three and nine months ended December 31, 2012 and 2011:
Three months ended Nine months ended
December 31, December 31,
2012 2011 2012 2011CG Power Solutions UK Ltd. 20.8 % - % <10 % - %
E.ON Climate & Renewables 19.4 % - % <10 % - %
INOX Wind Limited 18.9 % 26.5 % 17.3 % 20.5 %
Beijing JINGCHENG New Energy Co., Ltd. <10 % <10 % 16.7 % <10 %
Doosan Heavy Industries & Construction Co Ltd. <10 % 12.1 % <10 % 14.8 %
Ergon Energy Corporation Limited - % 10.6 % - % <10 %
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Cost of Revenues and Gross Margin
Cost of revenues was $16.5 million and $53.8 million for the three and nine
months ended December 31, 2012, respectively, compared to $18.9 million and
$57.8 million for the three and nine months ended December 31, 2011,
respectively. Gross margin was 5% and 20% for the three and nine months ended
December 31, 2012, respectively, compared to (5%) and (21%) for the three and
nine months ended December 31, 2011, respectively. The increases in gross margin
for both the three and nine months ended December 31, 2012 as compared to the
same periods in fiscal 2011, were primarily due to settlements of certain
adverse purchase order liabilities resulting in a benefit to cost of revenues of
$0.1 million and $8.4 million in the three and nine months ended December 31,
2012, respectively, and $0.8 million due to the expiration of warranty
liabilities, primarily with customers in China, as well as higher revenues,
primarily in the nine months ended December 31, 2012, which included
approximately $3.3 million of revenue from Chinese customers representing
payment for past shipments for which revenue was recognized upon cash
collection. Costs associated with this revenue were recorded in prior periods.
Operating Expenses
Research and development
A portion of our R&D expenditures related to externally funded development
contracts has been classified as cost of revenues (rather than as R&D expenses).
Additionally, a portion of R&D expenses was offset by cost-sharing funding. Our
R&D expenditures are summarized as follows (in thousands):
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