Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 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		39,453,215
Class		Outstanding as of October 25, 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

AMERICAN SUPERCONDUCTOR CORPORATION

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	*September 30, 2024*			*March 31, 2024*
ASSETS
Current assets:
Cash and cash equivalents	$	72,131		$	90,522
Accounts receivable, net		40,059			26,325
Inventory, net		70,880			41,857
Prepaid expenses and other current assets		10,806			7,295
Restricted cash		1,201			468
Total current assets		195,077			166,467

Property, plant and equipment, net		38,765			10,861
Intangibles, net		7,329			6,369
Right-of-use assets		3,744			2,557
Goodwill		48,950			43,471
Restricted cash		1,454			1,290
Deferred tax assets		1,201			1,119
Equity-method investments		1,245			—
Other assets		683			637
Total assets	$	298,448		$	232,771

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	25,158		$	24,235
Lease liability, current portion		555			716
Debt, current portion		—			25
Contingent consideration		—			3,100
Deferred tax liabilities, current portion		16			—
Deferred revenue, current portion		69,356			50,732
Total current liabilities		95,085			78,808

Deferred revenue, long-term portion		11,915			7,097
Lease liability, long-term portion		2,814			1,968
Deferred tax liabilities, long-term portion		1,591			300
Other liabilities		28			27
Total liabilities		111,433			88,200

Commitments and Contingencies (Note 18)

Stockholders' equity:
Common stock		398			373
Additional paid-in capital		1,253,168			1,212,913
Treasury stock		(3,765	)		(3,639	)
Accumulated other comprehensive income		1,509			1,582
Accumulated deficit		(1,064,295	)		(1,066,658	)
Total stockholders' equity		187,015			144,571
Total liabilities and stockholders' equity	$	298,448		$	232,771

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

AMERICAN SUPERCONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	*Three Months Ended*						*Six Months Ended*
	*September 30,*						*September 30,*
	*2024*			*2023*			*2024*			*2023*
Revenues	$	54,471		$	34,004		$	94,761		$	64,258

Cost of revenues		38,858			25,418			66,923			49,390

Gross margin		15,613			8,586			27,838			14,868

Operating expenses:
Research and development		2,646			1,641			4,931			3,493
Selling, general and administrative		10,525			7,946			19,423			15,815
Amortization of acquisition-related intangibles		433			538			845			1,076
Change in fair value of contingent consideration		2,762			850			6,682			2,200
Restructuring		—			(20	)		—			(14	)
Total operating expenses		16,366			10,955			31,881			22,570

Operating loss		(753	)		(2,369	)		(4,043	)		(7,702	)

Interest income, net		979			194			2,099			368
Other expense, net		(329	)		(204	)		(489	)		(321	)
Loss before income tax expense (benefit)		(103	)		(2,379	)		(2,433	)		(7,655	)

Income tax (benefit) expense		(4,990	)		106			(4,796	)		228

Net income (loss)	$	4,887		$	(2,485	)	$	2,363		$	(7,883	)

Net income (loss) per common share
Basic	$	0.13		$	(0.09	)	$	0.07		$	(0.28	)
Diluted	$	0.13		$	(0.09	)	$	0.06		$	(0.28	)

Weighted average number of common shares outstanding
Basic		36,952			28,828			36,317			28,545
Diluted		37,499			28,828			36,951			28,545

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

AMERICAN SUPERCONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

	*Three Months Ended*						*Six Months Ended*
	*September 30,*						*September 30,*
	*2024*			*2023*			*2024*			*2023*
Net income (loss)	$	4,887		$	(2,485	)	$	2,363		$	(7,883	)
Other comprehensive (loss) gain, net of tax:
Foreign currency translation (loss) gain		(88	)		64			(73	)		62
Total other comprehensive (loss) gain, net of tax		(88	)		64			(73	)		62
Comprehensive income (loss)	$	4,799		$	(2,421	)	$	2,290		$	(7,821	)

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

AMERICAN SUPERCONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE Three and Six Months Ended September 30, 2024 AND 2023

(In thousands)

	*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, 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
Issuance of common stock – ESPP		8		—		157			—			—			—			157
Issuance of common stock - restricted shares		815		8		(8	)		—			—			—			—
Stock-based compensation expense		—		—		843			—			—			—			843
Issuance of common stock for 401(k) match		7		—		166			—			—			—			166
Issuance of common stock - Megatran acquisition, net of offering expenses		1,298		13		31,189			—			—			—			31,202
Issuance of common stock to settle contingent consideration		300		3		6,501			—			—			—			6,504
Cumulative translation adjustment		—		—		—			—			(88	)		—			(88	)
Net income		—		—		—			—			—			4,887			4,887
Balance at September 30, 2024		39,827	$	398	$	1,253,168		$	(3,765	)	$	1,509		$	(1,064,295	)	$	187,015

	*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
Issuance of common stock – ESPP		21		—		136			—			—			—			136
Issuance of common stock – restricted shares		9		—		—			—			—			—			—
Stock-based compensation expense		—		—		1,111			—			—			—			1,111
Issuance of common stock for 401(k) match		17		—		150			—			—			—			150
Cumulative translation adjustment		—		—		—			—			64			—			64
Net loss		—		—		—			—			—			(2,485	)		(2,485	)
Balance at September 30, 2023		30,716	$	307	$	1,142,023		$	(3,639	)	$	1,633		$	(1,063,430	)	$	76,894

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

AMERICAN SUPERCONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	*Six Months Ended September 30,*
	*2024*			*2023*
Cash flows from operating activities:
Net income (loss)	$	2,363		$	(7,883	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Depreciation and amortization		2,395			2,234
Stock-based compensation expense		2,072			2,468
Provision for excess and obsolete inventory		780			1,070
Amortization of operating lease right-of-use assets		546			122
Deferred income taxes		(5,165	)		—
Change in fair value of contingent consideration		6,682			2,200
Other non-cash items		(15	)		273
Changes in operating asset and liability accounts:
Accounts receivable		2,538			3,152
Inventory		(6,672	)		(11,935	)
Prepaid expenses and other assets		(2,082	)		8,015
Operating leases		(1,048	)		(123	)
Accounts payable and accrued expenses		(4,455	)		(9,399	)
Deferred revenue		18,182			8,458
Net cash provided by (used in) operating activities		16,121			(1,348	)

Cash flows from investing activities:
Purchases of property, plant and equipment		(852	)		(430	)
Cash paid to settle Megatran contingent consideration liability		(3,278	)		—
Cash paid for Megatran Acquisition, net of cash acquired		(29,577	)		—
Change in other assets		218			(10	)
Net cash used in investing activities		(33,489	)		(440	)

Cash flows from financing activities:
Repurchase of treasury stock		(126	)		—
Repayment of debt		(25	)		(33	)
Cash paid related to registration of common stock shares		(148	)		—
Proceeds from exercise of employee stock options and ESPP		157			136
Net cash (used in) provided by financing activities		(142	)		103

Effect of exchange rate changes on cash		16			(10	)

Net decrease in cash, cash equivalents and restricted cash		(17,494	)		(1,695	)
Cash, cash equivalents and restricted cash at beginning of period		92,280			25,675
Cash, cash equivalents and restricted cash at end of period	$	74,786		$	23,980

Supplemental schedule of cash flow information:
Cash paid for income taxes, net of refunds	$	248		$	171
Non-cash investing and financing activities
Issuance of common stock in connection with the purchase of Megatran	$	31,350		$	—
Issuance of common stock to settle contingent consideration	$	6,504		$	—
Right-of-use assets obtained in exchange for new lease obligations	$	—		$	242
Issuance of common stock to settle 401k match liabilities	$	345		$	313

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

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 September 30, 2024 and 2023 and the financial position at September 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 September 30, 2024, the Company had an accumulated deficit of $1,064.3 million. In addition, the Company has historically experienced recurring negative operating cash flows. At September 30, 2024, the Company had cash and cash equivalents of $72.1 million. Cash provided by operations for the six months ended September 30, 2024 was $16.1 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 “First Form S-3”). The First 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, with $250 million available for future offerings as of September 30, 2024. The First 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 First 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 "Acquisition Date"), 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 Industries, Inc. ("Megatran") (the "Acquisition"), for aggregate consideration in an amount equal to $61.4 million (the “Purchase Price”), which consideration amount was subject to various adjustments set forth in the Stock Purchase Agreement (including those described below) and consisted of: (a) (i) $25.0 million, 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) $31.4 million (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 $5.0 million, 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, together with its wholly-owned subsidiaries and affiliates, is operated and reported as a component of its Grid business unit. On September 23, 2024, the Company paid $3.3 million to the selling stockholders, which was calculated based on the agreed upon formula set forth in the Stock Purchase Agreement. This amount is reflected as the change in fair value of this contingent consideration in the three and six months ended September 30, 2024. As of September 30, 2024, there are no remaining obligations to the selling stockholders of Megatran.

In August 2024, the Company filed an automatically-effective shelf registration statement on Form S-3 that will expire no later than August 12, 2027 (the “Second Form S-3”). The Second Form S-3 allows the Company to offer and sell from time-to-time unspecified amounts of common stock, debt securities, warrants or units comprised of any combination of these securities and allows certain selling stockholders to offer and sell from time-to-time common stock. The Second Form S-3 is intended to assist the selling stockholders in the resale of their common stock and 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 Second 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.

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 operations.

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 six months ended September 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. Acquisition

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's wholly-owned subsidiary, NWL, Inc. ("NWL"), 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 $61.4 million, which consideration amount was subject to various adjustments set forth in the Stock Purchase Agreement (including those described below) and consisted of: (a) (i) $25.0 million, 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); (b) a number of restricted shares (rounded up or down to the nearest whole share, as applicable) of Common Stock equal to the quotient obtained by dividing (x) $31.4 million 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 $5.0 million, as adjusted pursuant to Sections 5.6(c), (d), and (f) of the Stock Purchase Agreement. Megatran is now a wholly-owned subsidiary of the Company and, together with its wholly-owned subsidiaries and affiliates, is operated and reported as a component of its Grid business unit. On September 23, 2024, the Company paid $3.3 million to the selling stockholders, which was calculated based on the agreed upon formula set forth in the Stock Purchase Agreement. This amount is reflected as the change in fair value of this contingent consideration in the three and six months ended September 30, 2024. As of September 30, 2024, there are no remaining obligations to the selling stockholders of Megatran.

The Acquisition 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 payments	$30.0
Issuance of 1,297,600 shares of Company’s Common Stock	$31.4

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 of $0.9 million and $1.1 million were included in selling, general and administrative ("SG&A") for the three and six months ended September 30, 2024, respectively.

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	$	0.4
Equity-method investments		1.2
Prepaid expenses and other current assets		1.7
Accounts receivable		16.1
Inventory		23.1
Property, plant, and equipment		28.4
Accounts payable and accrued expenses		(5.6	)
Deferred revenue		(5.0	)
Deferred tax liability		(6.4	)
Net tangible assets/(liabilities)		53.9

Backlog		0.7
Customer relationships		1.3
Net identifiable intangible assets		2.0

Goodwill		5.5

Total purchase consideration	$	61.4

The fair value of the financial assets acquired includes receivables with a fair value of $16.1 million. The gross amount due is $16.9 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. The inventory step up adjustment increased cost of revenue $0.3 million in the three month period ended September 30, 2024 as the inventory was sold.

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 an eight-month 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 straight line over 10 years, as the results were not materially different from the economic consumption method, 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 $6.4 million of deferred tax liability is primarily related to basis difference of property, plant, and equipment.

Unaudited Pro Forma Operating Results

The unaudited pro forma condensed consolidated statement of operations for the three and six months ended September 30, 2024 and 2023 presented as if the Acquisition had occurred on April 1, 2024 and 2023, respectively, is as follows:

	*Three Months Ended September 30,*					*Six Months Ended September 30,*
	*2024*		*2023*			*2024*			*2023*
Net Revenue	$	58,722	$	50,929		$	118,032		$	99,915
Operating income (loss)		81		(1,783	)		(4,079	)		(7,193	)
Net income (loss)	$	635	$	(311	)	$	(2,748	)	$	(633	)

Net income (loss) per common share
Basic	$	0.02	$	(0.01	)	$	(0.07	)	$	(0.02	)
Diluted	$	0.02	$	(0.01	)	$	(0.07	)	$	(0.02	)
Shares - basic		37,404		30,126			37,189			29,843
Shares - diluted		37,950		30,126			37,189			29,843

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.

In the unaudited consolidated results for the three and six months ended September 30, 2024, Megatran’s operations are included in the Company’s consolidated results from the date of Acquisition of August 1, 2024. Megatran contributed $14.3 million of revenue and $2.1 million in net income for the Company for the three and six month periods ended September 30, 2024. Amortization expense of $0.2 million is included in the three and six months ended September 30, 2024, as a result of the Megatran acquired intangible assets. In addition, $0.3 million for the step-up basis assigned to acquired inventory was charged to cost of revenues in the three and six months ended September 30, 2024.

3. 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 and six months ended September 30, 2024, 90% and 89% of revenue, respectively, was recognized at the point in time when control transferred to the customer, with the remainder being recognized over time. For the three and six months ended September 30, 2023, 79% and 78% 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. As of September 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 September 30, 2024*				*Six Months Ended September 30, 2024*
Product Line:	*Grid*		*Wind*		*Grid*		*Wind*
Equipment and systems	$	43,747	$	7,166	$	74,452	$	14,591
Services and technology development		3,189		369		4,820		898
Total	$	46,936	$	7,535	$	79,272	$	15,489

Region:
Americas	$	43,479	$	1	$	73,957	$	1
Asia Pacific		790		7,531		1,989		15,483
EMEA		2,667		3		3,326		5
Total	$	46,936	$	7,535	$	79,272	$	15,489

	*Three Months Ended September 30, 2023*				*Six Months Ended September 30, 2023*
Product Line:	*Grid*		*Wind*		*Grid*		*Wind*
Equipment and systems	$	22,682	$	4,879	$	45,808	$	8,862
Services and technology development		5,833		610		8,443		1,145
Total	$	28,515	$	5,489	$	54,251	$	10,007

Region:
Americas	$	24,696	$	27	$	47,856	$	57
Asia Pacific		3,418		5,462		5,129		9,928
EMEA		401		-		1,266		22
Total	$	28,515	$	5,489	$	54,251	$	10,007

As of September 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 8, “Accounts Receivable” and Note 9, “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
Increase for balance acquired		—			—			5,049
Increases for costs incurred to fulfill performance obligations		—			4,866			—
Increase (decrease) due to customer billings		(6,241	)		—			70,133
Decrease due to cost recognition on completed performance obligations		—			(2,553	)		—
Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations		4,607			—			(52,084	)
Other changes and FX impact		7			12			344
Ending balance as of September 30, 2024	$	4,523		$	4,848		$	81,271

	*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		—			2,110			—
Increase (decrease) due to customer billings		(13,981	)		—			34,284
Decrease due to cost recognition on completed performance obligations		—			(2,160	)		—
Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations		10,351			—			(25,710	)
Other changes and FX impact		7			(11	)		(288	)
Ending balance as of September 30, 2023	$	6,335		$	2,075		$	59,046

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 September 30, 2024, the Company had outstanding performance obligations on existing contracts under ASC 606 to be recognized in the next twelve months of approximately $205.0 million. There are also approximately $102.3 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 and six months ended September 30, 2024 and 2023:

Three Months Ended

Six Months Ended

Reportable

September 30,

Segment

2024

2023

2024

2023

Inox Wind Limited

Wind

Gray Construction, Inc.

Grid

<10%

4. 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 and six months ended September 30, 2024 and 2023 (in thousands):

	*Three Months Ended September 30,*				*Six Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Cost of revenues	$	39	$	59	$	97	$	169
Research and development		113		156		256		311
Selling, general and administrative		691		896		1,719		1,988
Total	$	843	$	1,111	$	2,072	$	2,468

The Company issued 817,500 shares and 842,500 shares of restricted stock during the three and six months ended September 30, 2024, respectively. The Company issued no shares and 19,200 shares of immediately vested common stock during the three and six months ended September 30, 2024, respectively. The Company issued 9,000 shares and 681,500 shares of restricted stock during the three and six months ended September 30, 2023, respectively. No shares of immediately vested common stock were issued during the three months ended September 30, 2023 and 53,675 shares of immediately vested common stock during the six months ended September 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 September 30, 2024. The total unrecognized compensation cost for unvested outstanding restricted stock was $17.8 million as of September 30, 2024. This expense will be recognized over a weighted-average expense period of approximately 1.8 years.

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

5. Computation of Net Income (Loss) per Common Share

Basic net income (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Where applicable, diluted EPS is computed by dividing the net income by the weighted-average number of common shares and dilutive common equivalent shares outstanding during the period, calculated using the treasury stock method. Common equivalent shares include the effect of restricted stock, exercise of stock options and warrants and contingently issuable shares. 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 September 30, 2024, 535,001 shares were not included in the calculation of diluted EPS. Of these, 526,333 were shares of performance-based restricted stock where the contingency was not met. Of the remaining shares, 652 shares relate to outstanding stock awards that were considered anti-dilutive, and 8,016 shares related to ESPP shares and were excluded as they were considered anti-dilutive. For the six months ended September 30, 2024, 479,341 shares were not included in the calculation of diluted EPS. Of these, 469,667 were shares of performance-based restricted stock where the contingency was not met. Of the remaining shares, 326 shares relate to outstanding stock awards that were considered anti-dilutive, and 9,348 shares related to ESPP shares and were excluded as they were considered anti-dilutive. For each of the three and six months ended September 30, 2023, 1,036,206 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 36,206 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 and six months ended September 30, 2024 and 2023 (in thousands, except per share data):

	*Three Months Ended September 30,*						*Six Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Numerator:
Net income (loss)	$	4,887		$	(2,485	)	$	2,363		$	(7,883	)
Denominator:
Weighted-average shares of common stock outstanding		37,931			30,283			37,463			29,996
Weighted-average shares subject to repurchase		(979	)		(1,455	)		(1,146	)		(1,451	)
Shares used in per-share calculation ― basic		36,952			28,828			36,317			28,545
Shares used in per-share calculation ― diluted		37,499			28,828			36,951			28,545
Net income (loss) per share ― basic	$	0.13		$	(0.09	)	$	0.07		$	(0.28	)
Net income (loss) per share ― diluted	$	0.13		$	(0.09	)	$	0.06		$	(0.28	)

6. 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. The Company's goodwill balance relates to the Megatran Acquisition in fiscal 2024, the Neeltran acquisition in fiscal 2021, the Northeast Power Systems, Inc. ("NEPSI") acquisition in fiscal 2020, and the acquisition of Infinia Technology Corporation in fiscal 2017 and is reported in the Grid business segment. 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 year ended March 31, 2024.

	*Goodwill*
March 31, 2024	$	43,471
Megatran Acquisition		5,479
September 30, 2024	$	48,950

The Company did not record impairment in the three and six months ended September 30, 2024 that would require interim impairment testing of goodwill.

Other Intangibles

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

	*September 30, 2024*							*March 31, 2024*
	*Gross Amount*		*Accumulated Amortization*			*Net Book Value*		*Gross Amount*		*Accumulated Amortization*			*Net Book Value*		*Estimated Useful Life*
Backlog		1,381		(856	)		525		681		(681	)		—		2
Trade name and trademarks		1,800		—			1,800		1,800		—			1,800	Indefinite
Customer relationships		10,880		(7,253	)		3,627		9,600		(6,649	)		2,951		7-10
Core technology and know-how		5,970		(4,593	)		1,377		5,970		(4,352	)		1,618		5-10
Intangible assets	$	20,031	$	(12,702	)	$	7,329	$	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 and $0.8 million in the three and six months ended September 30, 2024, respectively. The Company recorded intangible amortization expense related to customer relationship and core technology and know-how of $0.5 million and $1.1 million in the three and six months ended September 30, 2023, respectively. The Company recorded $0.2 million of intangible amortization in cost of revenue related to backlog during both the three and six months ended September 30, 2024. The Company recorded no amortization expense related to backlog during the three months ended September 30, 2023 and less than $0.1 million related to backlog was reported in cost of revenues during the six months ended September 30, 2023.

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

Years ending March 31,	*Total*
2025		1,413
2026		1,349
2027		1,213
2028		671
2029		201
Thereafter		682
Total	$	5,529

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

7. 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 six months ended September 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 related to the earnout payment set forth in the NEPSI Stock Purchase Agreement governing the acquisition of NEPSI provided that the selling stockholders may have received 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 have occurred by September 30, 2024. Contingent consideration related to the make whole payment set forth in the Megatran Stock Purchase Agreement provided that the selling stockholders would be made whole for any costs or taxes as a result of the orderly distribution process. See Note 15, "Contingent Consideration" for further discussion. As of September 30, 2024, the Company has settled all outstanding contingent consideration.

The following table provides the assets and liabilities carried at fair value on a recurring basis, measured as of September 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)*
September 30, 2024:
Assets:
Cash equivalents	$	41,731	$	41,731	$	—	$	—

	*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):

	*NEPSI Acquisition Contingent Consideration*			*Megatran 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		3,404			3,278
Settlement of contingent consideration		(6,504	)		(3,278	)
Balance at September 30, 2024	$	—		$	—

8. Accounts Receivable

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

	*September 30, 2024*		*March 31, 2024*
Accounts receivable (billed)		35,536	$	20,175
Accounts receivable (unbilled)		4,523		6,150
Accounts receivable	$	40,059	$	26,325

9. Inventory

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

	*September 30, 2024*		*March 31, 2024*
Raw materials	$	37,336	$	20,622
Work-in-process		23,819		14,872
Finished goods		4,877		3,840
Deferred program costs		4,848		2,523
Net inventory	$	70,880	$	41,857

The Company recorded inventory write-downs of $0.3 million and $0.7 million for the three months ended September 30, 2024 and 2023, respectively. The Company recorded inventory write-downs of $0.8 million and $1.1 million for the six months ended September 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 September 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.

10. 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 six months ended September 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.

11. Property, Plant and Equipment

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

	*September 30, 2024*			*March 31, 2024*
Land	$	22,650		$	980
Construction in progress – equipment		851			226
Buildings		7,445			5,416
Equipment and software		47,766			44,095
Furniture and fixtures		1,635			1,526
Leasehold improvements		7,813			6,990
Property, plant and equipment, gross		88,160			59,233
Less accumulated depreciation		(49,395	)		(48,372	)
Property, plant and equipment, net	$	38,765		$	10,861

Depreciation expense was $0.8 million and $0.6 million for the three months ended September 30, 2024 and 2023, respectively. Depreciation expense was $1.4 million and $1.2 million for the six months ended September 30, 2024 and 2023, respectively. The increase in land relates to the property added as part of the Megatran Acquisition.

12. Equity-Method Investments

Investment in NWL Pacific Inc. Co., LTD

The Company has a 50% ownership in NWL Pacific Inc. Co., LTD ("NWL Pacific"). The investment represents the Company's interest in NWL Pacific. The investment is a joint venture in South Korea established on May 12, 1998.

The Company treats the equity investment in the condensed consolidated financial statements under the equity method. Equity method investments are equity securities in entities the Company does not control but over which it has the ability to exercise significant influence. These investments are accounted for under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures. Equity method investments are measured at cost minus impairment, if any, plus or minus the Company’s share of an investee’s income or loss, less distributions received. As of September 30, 2024 the Company did not have material accounts receivable nor accounts payable balances with NWL Pacific.

The tables below present the summarized financial information from the date of acquisition through September 30, 2024, as provided to the Company by the investee, for the unconsolidated company (in thousands):

	*2024*
Net Revenue	$	857
Gross Profit		308
Income from operation		157
Net income	$	148

13. Accounts Payable and Accrued Expenses

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

	*September 30, 2024*		*March 31, 2024*
Accounts payable	$	3,831	$	4,476
Accrued inventories in-transit		2,587		539
Accrued other miscellaneous expenses		3,983		2,366
Accrued contract loss		97		97
Advanced deposits		1,540		2,270
Accrued compensation		8,293		10,326
Income taxes payable		220		346
Accrued product warranty		3,110		2,363
Accrued commissions		1,497		1,452
Total	$	25,158	$	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 September 30,*						*Six Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Balance at beginning of period	$	2,542		$	1,926		$	2,363		$	2,638
Acquired warranty obligations		637			—			637			—
Provisions for warranties during the period		298			644			774			852
Settlements during the period		(367	)		(678	)		(664	)		(1,598	)
Balance at end of period	$	3,110		$	1,892		$	3,110		$	1,892

14. Income Taxes

The Company recorded income tax benefit of $5.0 million and $4.8 million in the three and six months ended September 30, 2024, respectively, and income tax expense of $0.1 million and $0.2 million in the three and six months ended September 30, 2023, respectively.

As a result of a difference in book and tax basis related to the intangible assets acquired in the Acquisition (see Note 2, "Acquisition"), the Company recorded a deferred tax liability of $6.4 million. As a result, the Company was able to benefit from additional deferred tax assets and therefore released a corresponding valuation allowance of $5.2 million during the three months ended September 30, 2024. The 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 the Company's purchase accounting that could result in measurement period adjustments 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 in Note 2, "Acquisition" will be reported once the related uncertainties are resolved, but no later than August 1, 2025. Goodwill recognized in the Acquisition, is not deductible for tax purposes.

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 six months ended September 30, 2024 and did not have any gross unrecognized tax benefits as of September 30, 2024.

15. Contingent Consideration

NEPSI Contingent Considerations

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 were entitled to 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. NEPSI recognized revenues in excess of $120.0 million during the four years after the NEPSI Acquisition Date. As a result, during the quarter ended September 30, 2024, the Company issued 300,000 shares of common stock of the Company to the selling stockholders, following certification of the achievement of the specified earnout revenue objective. As of September 30, 2024, the Company has settled all outstanding contingent consideration under the NEPSI Stock Purchase Agreement.

The Company evaluated the NEPSI Acquisition earnout payment set forth in the NEPSI Stock Purchase Agreement, which was 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 was remeasured and the resulting gain or loss was recognized in operating expenses until the share amount is fixed.

Megatran Contingent Consideration

On August 1, 2024, the Company entered into a Stock Purchase Agreement with the selling stockholders of Megatran 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 $61.4 million which consideration amount was subject to various adjustments set forth in the Stock Purchase Agreement. The value of the contingent consideration to make the sellers whole was determined to be de minimus at the time of the Acquisition. On September 23, 2024, the Company paid $3.3 million to the selling stockholders, which was calculated based on the agreed upon formula set forth in the Stock Purchase Agreement. This amount is reflected as the change in fair value of this contingent consideration in the three and six months ended September 30, 2024. As of September 30, 2024, there are no remaining obligations to the selling stockholders of Megatran. In the three and six months ended September 30, 2024 the Company completed the payment of $3.3 million to selling stockholders of Megatran to settle the remaining obligations of the acquisition.

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

During the three and six months ended September 30, 2024 the Company issued 300,000 shares of common stock related to the achievement of specified revenue objectives at a fair value of $6.5 million. The Company recorded a gain resulting from the decrease in fair value of $0.5 million and a loss of $3.4 million resulting from the increases in the fair value of the contingent consideration in the three and six months ended September 30, 2024, respectively. The Company recorded losses of $0.9 million and $2.2 million resulting from the increases in the fair value of the contingent consideration in the three and six months ended September 30, 2023, respectively.

16. 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 Company did not have a current debt balance as of September 30, 2024 and had a balance of less than $0.1 million as of March 31, 2024.

17. 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 September 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 September 30, 2024, and March 31, 2024 are as follows (in thousands):

	September 30, 2024			March 31, 2024
Leases:
Right-of-use assets – Operating	$	3,744		$	2,557
Total right-of-use assets		3,744			2,557

Lease liabilities – ST Operating	$	555		$	716
Lease liabilities – LT Operating		2,814			1,968
Total lease liabilities	$	3,369		$	2,684

Weighted-average remaining lease term		5.33			3.49
Weighted-average discount rate		14.84	%		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 and six months ended September 30, 2024 and 2023 are as follows (in thousands):

	*Three Months Ended*		*Six Months Ended*
	*September 30, 2024*		*September 30, 2024*
Operating Leases:
Operating lease costs – fixed	$	336	$	645
Operating lease costs – variable		45		91
Short-term lease costs		39		78
Total lease costs	$	420	$	814

	*Three Months Ended*		*Six Months Ended*
	*September 30, 2023*		*September 30, 2023*
Operating Leases:
Operating lease costs – fixed	$	255	$	514
Operating lease costs – variable		40		79
Short-term lease costs		37		74
Total lease costs	$	332	$	667

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

	*Leases*
Year ending March 31,
2025	$	321
2026		1,113
2027		1,164
2028		805
2029		385
Thereafter		1,497
Total minimum lease payments		5,285
Less: interest		(1,916	)
Present value of lease liabilities	$	3,369

18. 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 September 30, 2024, the Company had $1.5 million of restricted cash included in long-term assets and $1.2 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.

19. 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 September 30,*				*Six Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Revenues:
Grid	$	46,936	$	28,515	$	79,272	$	54,251
Wind		7,535		5,489		15,489		10,007
Total	$	54,471	$	34,004	$	94,761	$	64,258

	*Three Months Ended September 30,*						*Six Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Operating income (loss):
Grid	$	2,336		$	(679	)	$	3,195		$	(2,649	)
Wind		516			252			1,515			(398	)
Unallocated corporate expenses		(3,605	)		(1,942	)		(8,753	)		(4,655	)
Total	$	(753	)	$	(2,369	)	$	(4,043	)	$	(7,702	)

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 resulting from activity relating to both the NEPSI earnout and the Megatran make whole payment which resulted in $2.8 million and $6.7 million in increases in the fair value of contingent consideration in the three and six months ended September 30, 2024, respectively. Unallocated corporate expenses consisted of a loss on contingent consideration of $0.9 million and $2.2 million in the three and six months ended September 30, 2023, respectively. Additionally, unallocated corporate expenses consisted of stock-based compensation expense of $0.8 million and $2.1 million in the three and six months ended September 30, 2024, respectively, and $1.1 million and $2.5 million in the three and six months ended September 30, 2023, respectively.

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

	*September 30, 2024*		*March 31, 2024*
Grid	$	212,985	$	125,878
Wind		11,475		14,733
Corporate assets		73,988		92,160
Total	$	298,448	$	232,771

20. 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 September 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 September 30, 2024, the Company is evaluating the impact on its condensed consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments 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 September 30, 2024, the Company is evaluating the impact on its condensed consolidated financial statements.

21. Subsequent Events

The Company has performed an evaluation of subsequent events through the time of filing this Quarterly Report on Form 10-Q with the SEC and has determined that there are no such events to report.

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 from our acquisition of Megatran Industries, Inc. ("Megatran") together with its wholly-owned subsidiaries and affiliates , changes in macroeconomic and market conditions, including inflationary pressure 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.

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.

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 operations.

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 $61.4 million, as may be adjusted pursuant to the Stock Purchase Agreement (the “Purchase Price”), including a cash payment after closing of $5.0 million, as adjusted pursuant to Sections 5.6(c), (d), and (f) of the Stock Purchase Agreement (the “Additional Cash Purchase Price”). At closing, we paid to Megatran's selling stockholders $25.0 million in cash on hand, and 1,297,600 restricted shares of our common stock. On September 23, 2024, the Company paid the Additional Cash Purchase Price to the selling stockholders, which was calculated based on the agreed upon formula set forth in the Stock Purchase Agreement, in the amount of $8.3 million. Megatran's wholly-owned subsidiary, NWL, Inc. ("NWL"), 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 is 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.

Equity Method Investments

We treat the equity investment in the condensed consolidated financial statements under the equity method. Equity method investments are equity securities in entities we do not control but over which we have the ability to exercise significant influence. These investments are accounted for under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures. Equity method investments are measured at cost minus impairment, if any, plus or minus the Company’s share of an investee’s income or loss, less distributions received. Other than those noted here, 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 and six months ended September 30, 2024, compared to the three and six months ended September 30, 2023

Revenues

Total revenues increased 60% to $54.5 million for the three months ended September 30, 2024 and total revenues increased 47% to $94.8 million for the six months ended September 30, 2024, compared to $34.0 million and $64.3 million for the three and six months ended September 30, 2023, respectively. Our revenues are summarized as follows (in thousands):

	Three Months Ended September 30,				Six Months Ended September 30,
	2024		2023		2024		2023
Revenues:
Grid	$	46,936	$	28,515	$	79,272	$	54,251
Wind		7,535		5,489		15,489		10,007
Total	$	54,471	$	34,004	$	94,761	$	64,258

Our Grid business unit accounted for 86% and 84% of total revenues for the three and six months ended September 30, 2024, respectively, compared to 84% for each of the three and six months ended September 30, 2023. Our Grid business unit revenues increased 65% to $46.9 million in the three months ended September 30, 2024, from $28.5 million in the three months ended September 30, 2023. Our Grid business unit revenues increased 46% to $79.3 million in the six months ended September 30, 2024, from $54.3 million in the six months ended September 30, 2023. The increase in the Grid business unit revenues in the three and six months ended September 30, 2024, compared to the three and six months ended September 30, 2023 was primarily driven by the acquisition of Megatran and increased shipments of new energy power systems than in the prior year periods.

Our Wind business unit accounted for 14% and 16% of total revenues for the three and six months ended September 30, 2024, respectively, compared to 16% for each of the three and six months ended September 30, 2023. Revenues in the Wind business unit increased 37% and 55% to $7.5 million and $15.5 million in the three and six months ended September 30, 2024, respectively, from $5.5 million and $10.0 million in the three and six months ended September 30, 2023, respectively. The increase during the three and six months ended September 30, 2024, compared to the three and six months ended September 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 53% to $38.9 million for the three months ended September 30, 2024, compared to $25.4 million for the three months ended September 30, 2023. Cost of revenues increased by 35% to $66.9 million for the six months ended September 30, 2024, compared to $49.4 million for the six months ended September 30, 2023. Gross margin was 29% and 29% for the three and six months ended September 30, 2024, respectively, compared to 25% and 23% for the three and six months ended September 30, 2023, respectively. Cost of revenues includes total amortization expense of $0.2 million in the three months ended September 30, 2024, as a result of the Megatran acquired backlog intangible assets. In addition, a fair value purchase adjustment of approximately $0.7 million for the step-up basis assigned to acquired inventory, to properly reflect the fair value in purchase accounting. Of this adjustment, $0.3 million was charged to cost of revenues in the three months ended September 30, 2024, when the inventory sold. The increase in gross margin in the three and six months ended September 30, 2024 was due to higher revenues, a 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 61% and 41% in the three and six months ended September 30, 2024, respectively, to $2.6 million and $4.9 million from $1.6 million and $3.5 million in the three and six months ended September 30, 2023, respectively. 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 32% and 23% in the three and six months ended September 30, 2024, respectively, to $10.5 million and $19.4 million from $7.9 million and $15.8 million in the three and six months ended September 30, 2023, respectively. The increase in SG&A expense in the three and six months ended September 30, 2024, respectively, was due to higher overall compensation expense and higher acquisition costs.

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 and $0.8 million in the three and six months ended September 30, 2024, respectively, and $0.5 million and $1.1 million in the three and six months ended September 30, 2023, respectively. The 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 Northeast Power Systems, Inc. ("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 a gain of $0.5 million from a decrease in fair value and a loss of $3.4 million resulting from an increase in fair value in the three and six months ended September 30, 2024, respectively. During the three and six months ended September 30, 2024, we issued 300,000 shares of common stock of the Company to the selling stockholders following certification of the achievement of specified earnout revenue objectives. We recorded the above noted changes, compared to losses of $0.9 million and $2.2 million in the three and six months ended September 30, 2023, respectively. We also recorded a $3.3 million payment relating to the Megatran acquisition, as a payment to settle the remaining obligations after the acquisition. The value of this contingent consideration was de minimus at the Acquisition Date and the resulting change in fair value was recorded during the three and six months ended September 30, 2024

Operating income (loss)

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

	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Operating income (loss):
Grid	$	2,336		$	(679	)	$	3,195		$	(2,649	)
Wind		516			252			1,515			(398	)
Unallocated corporate expenses		(3,605	)		(1,942	)		(8,753	)		(4,655	)
Total	$	(753	)	$	(2,369	)	$	(4,043	)	$	(7,702	)

Our Grid business segment generated operating income of $2.3 million and $3.2 million in the three and six months ended September 30, 2024, respectively, compared to operating losses of $0.7 million and $2.6 million in the three and six months ended September 30, 2023, respectively. The increase in the Grid business unit operating income in the three and six months ended September 30, 2024 was due to higher revenues and gross margins in part due to a favorable product mix.

Our Wind business segment generated operating income of $0.5 million and $1.5 million in the three and six months ended September 30, 2024, respectively, compared to operating income of $0.3 million and operating loss of $0.4 million in the three and six months ended September 30, 2023, respectively. The improvement in the Wind business unit operating income in the three and six months ended September 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 $2.8 million and $6.7 million in the three and six months ended September 30, 2024, respectively, and net losses of $0.9 million and $2.2 million in the three and six months ended September 30, 2023, respectively. Additionally, unallocated corporate expenses consisted of stock-based compensation expense of $0.8 million and $2.1 million in the three and six months ended September 30, 2024, respectively, and $1.1 million and $2.5 million in the three and six months ended September 30, 2023, respectively.

Interest income, net

Interest income, net, was $1.0 million and $2.1 million in the three and six months ended September 30, 2024, respectively, compared to $0.2 million and $0.4 million in the three and six months ended September 30, 2023, respectively. The increase in interest income, net, in the three and six months ended September 30, 2024 was due to higher cash balances.

Other expense, net

Other expense, net, was $0.3 million and $0.5 million in the three and six months ended September 30, 2024, respectively, compared to $0.2 million and $0.3 million in the three and six months ended September 30, 2023, respectively. The increase in other expense, net, during the three and six months ended September 30, 2024, compared to the three and six months ended September 30, 2023, was driven by the impacts of unfavorable fluctuations in foreign currencies during the periods.

Income Taxes

Income tax benefit was $5.0 million and $4.8 million in the three and six months ended September 30, 2024, respectively. Income tax expense was $0.1 million and $0.2 million in the three and six months ended September 30, 2023, respectively. The improvement in income tax benefit was a result of the release of the valuation allowance due to the recording of the deferred tax liability from the acquisition of Megatran.

Net income (loss)

Net income was $4.9 million and $2.4 million in the three and six months ended September 30, 2024, respectively, compared to net losses of $2.5 million and $7.9 million in the three and six months ended September 30, 2023, respectively. The improvement in net loss was driven primarily by deferred tax liability recorded as a result of the Megatran acquisition as well as 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 income (loss) before stock-based compensation, acquisition costs, 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 September 30,					Six Months Ended September 30,
	2024		2023			2024		2023
Net income (loss)	$	4,887	$	(2,485	)	$	2,363	$	(7,883	)
Stock-based compensation		843		1,111			2,072		2,468
Acquisition costs		850		—			1,080		—
Amortization of acquisition-related intangibles		608		538			1,020		1,082
Change in fair value of contingent consideration		2,762		850			6,682		2,200
Non-GAAP net income (loss)	$	9,950	$	14		$	13,217	$	(2,133	)

Non-GAAP net income (loss) per share - basic	$	0.27	$	-		$	0.36	$	(0.07	)
Non-GAAP net income (loss) per share - diluted	$	0.27	$	-		$	0.36	$	(0.07	)
Weighted average shares outstanding - basic		36,952		28,828			36,317		28,545
Weighted average shares outstanding - diluted		37,499		28,828			36,951		28,545

We incurred non-GAAP net income of $10.0 million and $13.2 million, or $0.27 and $0.36 per share, for the three and six months ended September 30, 2024, respectively, compared to a non-GAAP net income of less than $0.1 million and a non-GAAP net loss of $2.1 million, or $0.00 and $0.07 per share, for the three and six months ended September 30, 2023, respectively. The improvement in the non-GAAP net income (loss) for the three and six months ended September 30, 2024 was due to a lower operating loss driven by higher revenues and gross margins. In the three months ended June 30, 2024, we excluded acquisition costs from the reconciliation of GAAP to non-GAAP net income (loss) as there was no definitive agreement with respect to the acquisition of Megatran as of June 30, 2024.

Liquidity and Capital Resources

We have experienced recurring operating losses and, as of September 30, 2024, had an accumulated deficit of $1,064.3 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 “First Form S-3”). The First 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 First 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 First 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 described above, on August 1, 2024, we acquired all of the issued and outstanding shares of Megatran, for aggregate consideration in an amount equal to $61.4 million (the “Purchase Price”), which consideration amount was subject to various adjustments set forth in the Stock Purchase Agreement (including those described below) and consisted of: (a) (i) $25.0 million, 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 our common stock equal to the quotient obtained by dividing (x) $31.4 million by (y) the closing price per share of Common Stock on the Nasdaq Global Select Market on the last trading day immediately preceding August 1, 2024; and (c) an additional cash payment equal to $5.0 million, as adjusted pursuant to Sections 5.6(c), (d), and (f) of the Stock Purchase Agreement. Megatran is now a wholly-owned subsidiary of the Company and, together with its wholly-owned subsidiaries and affiliates, is operated and reported as a component of its Grid business unit. On September 23, 2024, the Company paid the Additional Cash Purchase Price to the selling stockholders, which was calculated based on the agreed upon formula, in the amount of $8.3 million.

In August 2024, we filed an automatically-effective shelf registration statement on Form S-3 that will expire no later than August 12, 2027 (the “Second Form S-3”). The Second Form S-3 allows us to offer and sell from time-to-time common stock, debt securities, warrants or units comprised of any combination of these securities and allows certain selling stockholders to offer and sell from time-to-time common stock. The Second Form S-3 is intended to assist the selling stockholders in the resale of their common stock and to provide us flexibility to conduct registered sales of its securities, subject to market conditions, in order to fund our future capital needs. The terms of any future offering under the Second 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.

As of September 30, 2024, we had cash, cash equivalents and restricted cash of $74.8 million, compared to $92.3 million as of March 31, 2024, a decrease of $17.5 million. As of September 30, 2024, we had $3.9 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):

	September 30, 2024		March 31, 2024
Cash and cash equivalents	$	72,131	$	90,522
Restricted cash		2,655		1,758
Total cash, cash equivalents, and restricted cash	$	74,786	$	92,280

For the six months ended September 30, 2024, net cash provided by operating activities was $16.1 million, compared to cash used in operations of $1.3 million for the six months ended September 30, 2023. The increase in cash flows provided by operating activities in the six months ended September 30, 2024 was due primarily to increased net income, increased deferred revenue, decrease in cash spent on accounts payable and accrued expenses, and a decrease in inventory purchases, and change in fair value of contingent consideration, offset by cash spent on prepaid expenses, deferred income taxes, decreased accounts receivable, and a decrease in operating leases.

For the six months ended September 30, 2024, net cash used in investing activities was $33.5 million, compared to $0.4 million for the six months ended September 30, 2023. The increase in net cash used in investing activities was primarily due to cash paid for the acquisition of Megatran.

For the six months ended September 30, 2024, net cash used in financing activities was $0.1 million compared to net cash provided by financing activities of $0.1 million for the six months ended September 30, 2023. The decrease was due to the repurchase of common stock in connection with employee tax obligations upon the vesting of stock awards, offset by proceeds related to ESPP.

As of September 30, 2024, we had $1.5 million of restricted cash included in long-term assets and $1.2 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 September 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 15, "Contingent Consideration," Note 16, "Debt," Note 17, "Leases" and Note 18, "Commitments and Contingencies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

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 September 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 September 30, 2024, we are evaluating the impact on our condensed consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments 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 September 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.

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 September 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 September 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 September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 September 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)

July 1, 2024 - July 31, 2024

—

August 1, 2024 - August 31, 2024

—

September 1, 2024 - September 30, 2024

—

Total

—

(a) During the three months ended September 30, 2024, we did not purchase shares in connection with our stock-based compensation plans.

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 September 30, 2024, no 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 S-K.

ITEM 6.

EXHIBITS

EXHIBIT INDEX

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed/Furnished

Herewith

10.1

Stock Purchase Agreement, dated August 1, 2024, by and among the Company, the Selling Stockholders, Megatran and James David Seitz, an individual, solely in his capacity as the stockholder representative thereunder.

8-K

000-19672

10.1

August 5, 2024

10.2

2022 Stock Incentive Plan, as Amended and Restated.

8-K

000-19672

10.1

August 5, 2024

10.3

Amended and Restated 2007 Director Stock Plan, as Amended.

8-K

000-19672

10.2

August 5, 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 September 30, 2024 and March 31, 2024 (ii) Statements of Operations for the three and six months ended September 30, 2024 and 2023, (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended September 30, 2024 and 2023, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023, and (v) Notes to Condensed Consolidated Financial Statements.

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:	October 30, 2024		John W. Kosiba, Jr.
			Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

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;

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:

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;

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;

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

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):

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

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:	October 30, 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;

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):

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:	October 30, 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 September 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:	October 30, 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 September 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:	October 30, 2024	By:	/s/ John W. Kosiba, Jr.
			John W. Kosiba, Jr.
			Chief Financial Officer

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Sep. 30, 2024	Oct. 25, 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	Q2
Document Fiscal Year Focus	2025
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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		39,453,215

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Current assets:
Cash and cash equivalents	$ 72,131	$ 90,522
Accounts receivable, net	40,059	26,325
Inventory, net	70,880	41,857
Prepaid expenses and other current assets	10,806	7,295
Restricted cash	1,201	468
Total current assets	195,077	166,467
Property, plant and equipment, net	38,765	10,861
Intangibles, net	7,329	6,369
Right-of-use assets	3,744	2,557
Goodwill	48,950	43,471
Restricted cash	1,454	1,290
Deferred tax assets	1,201	1,119
Equity-method investments	1,245	0
Other assets	683	637
Total assets	298,448	232,771
Current liabilities:
Accounts payable and accrued expenses	25,158	24,235
Lease liability, current portion	555	716
Debt, current portion	0	25
Contingent consideration	0	3,100
Deferred tax liabilities, current portion	16	0
Deferred revenue, current portion	69,356	50,732
Total current liabilities	95,085	78,808
Deferred revenue, long-term portion	11,915	7,097
Lease liability, long-term portion	2,814	1,968
Deferred tax liabilities, long-term portion	1,591	300
Other liabilities	28	27
Total liabilities	111,433	88,200
Commitments and Contingencies (Note 18)
Stockholders' equity:
Common stock	398	373
Additional paid-in capital	1,253,168	1,212,913
Treasury stock	(3,765)	(3,639)
Accumulated other comprehensive income	1,509	1,582
Accumulated deficit	(1,064,295)	(1,066,658)
Total stockholders' equity	187,015	144,571
Total liabilities and stockholders' equity	$ 298,448	$ 232,771

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues	$ 54,471	$ 34,004	$ 94,761	$ 64,258
Cost of revenues	38,858	25,418	66,923	49,390
Gross margin	15,613	8,586	27,838	14,868
Operating expenses:
Research and development	2,646	1,641	4,931	3,493
Selling, general and administrative	10,525	7,946	19,423	15,815
Amortization of acquisition-related intangibles	433	538	845	1,076
Change in fair value of contingent consideration	2,762	850	6,682	2,200
Restructuring	0	(20)	0	(14)
Total operating expenses	16,366	10,955	31,881	22,570
Operating loss	(753)	(2,369)	(4,043)	(7,702)
Interest income, net	979	194	2,099	368
Other expense, net	(329)	(204)	(489)	(321)
Loss before income tax expense (benefit)	(103)	(2,379)	(2,433)	(7,655)
Income tax (benefit) expense	(4,990)	106	(4,796)	228
Net income (loss)	$ 4,887	$ (2,485)	$ 2,363	$ (7,883)
Net income (loss) per common share
Basic (in dollars per share)	$ 0.13	$ (0.09)	$ 0.07	$ (0.28)
Diluted (in dollars per share)	$ 0.13	$ (0.09)	$ 0.06	$ (0.28)
Weighted average number of common shares outstanding
Basic (in shares)	36,952	28,828	36,317	28,545
Diluted (in shares)	37,499	28,828	36,951	28,545

Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net income (loss)	$ 4,887	$ (2,485)	$ 2,363	$ (7,883)
Other comprehensive (loss) gain, net of tax:
Foreign currency translation (loss) gain	(88)	64	(73)	62
Total other comprehensive (loss) gain, net of tax	(88)	64	(73)	62
Comprehensive income (loss)	$ 4,799	$ (2,421)	$ 2,290	$ (7,821)

Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Megatran [Member] Common Stock [Member]	Megatran [Member] Additional Paid-in Capital [Member]	Megatran [Member] Treasury Stock, Common [Member]	Megatran [Member] AOCI Attributable to Parent [Member]	Megatran [Member] Retained Earnings [Member]	Megatran [Member]	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							29,937,000
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)							699,000
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)							33,000
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)
Cumulative translation adjustment										(2)		(2)
Net income (loss)											(5,398)	(5,398)
Balance (in shares) at Jun. 30, 2023							30,669,000
Balance at Jun. 30, 2023							$ 307	1,140,626	(3,639)	1,569	(1,060,945)	77,918
Balance (in shares) at Mar. 31, 2023							29,937,000
Balance at Mar. 31, 2023							$ 299	1,139,113	(3,639)	1,571	(1,055,547)	81,797
Net loss												(7,883)
Net income (loss)												(7,883)
Balance (in shares) at Sep. 30, 2023							30,716,000
Balance at Sep. 30, 2023							$ 307	1,142,023	(3,639)	1,633	(1,063,430)	76,894
Balance (in shares) at Jun. 30, 2023							30,669,000
Balance at Jun. 30, 2023							$ 307	1,140,626	(3,639)	1,569	(1,060,945)	77,918
Issuance of common stock – restricted shares (in shares)							9,000
Issuance of common stock – restricted shares							$ 0	0	0	0	0	0
Stock-based compensation expense							$ 0	1,111	0	0	0	1,111
Issuance of common stock for 401(k) match (in shares)							17,000
Issuance of common stock for 401(k) match							$ 0	150	0	0	0	150
Cumulative translation adjustment							0	0	0	64	0	64
Net loss							$ 0	0	0	0	(2,485)	(2,485)
Issuance of common stock – ESPP (in shares)							21,000
Issuance of common stock – ESPP							$ 0	136	0	0	0	136
Cumulative translation adjustment							0	0	0	64	0	64
Net income (loss)							$ 0	0	0	0	(2,485)	(2,485)
Balance (in shares) at Sep. 30, 2023							30,716,000
Balance at Sep. 30, 2023							$ 307	1,142,023	(3,639)	1,633	(1,063,430)	76,894
Balance (in shares) at Mar. 31, 2024							37,343,000
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)							44,000
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)							12,000
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)
Cumulative translation adjustment										15		15
Net income (loss)											(2,524)	(2,524)
Balance (in shares) at Jun. 30, 2024							37,399,000
Balance at Jun. 30, 2024							$ 374	1,214,320	(3,765)	1,597	(1,069,182)	143,344
Balance (in shares) at Mar. 31, 2024							37,343,000
Balance at Mar. 31, 2024							$ 373	1,212,913	(3,639)	1,582	(1,066,658)	144,571
Net loss						$ 2,100						2,363
Net income (loss)						2,100						2,363
Balance (in shares) at Sep. 30, 2024							39,827,000
Balance at Sep. 30, 2024							$ 398	1,253,168	(3,765)	1,509	(1,064,295)	187,015
Balance (in shares) at Jun. 30, 2024							37,399,000
Balance at Jun. 30, 2024							$ 374	1,214,320	(3,765)	1,597	(1,069,182)	143,344
Issuance of common stock – restricted shares (in shares)							815,000
Issuance of common stock – restricted shares							$ 8	(8)	0	0	0	0
Stock-based compensation expense							$ 0	843	0	0	0	843
Issuance of common stock for 401(k) match (in shares)							7,000
Issuance of common stock for 401(k) match							$ 0	166	0	0	0	166
Cumulative translation adjustment							0	0	0	(88)	0	(88)
Net loss						2,100	$ 0	0	0	0	4,887	4,887
Issuance of common stock – ESPP (in shares)							8
Issuance of common stock – ESPP							$ 0	157	0	0	0	157
Issuance of common stock - Megatran acquisition, net of offering expenses (in shares)	1,298,000
Issuance of common stock - Megatran acquisition, net of offering expenses	$ 13	$ 31,189	$ 0	$ 0	$ 0	31,202
Issuance of common stock to settle contingent consideration (in shares)							300,000
Issuance of common stock to settle contingent consideration							$ 3	6,501	0	0	0	6,504
Cumulative translation adjustment							0	0	0	(88)	0	(88)
Net income (loss)						$ 2,100	$ 0	0	0	0	4,887	4,887
Balance (in shares) at Sep. 30, 2024							39,827,000
Balance at Sep. 30, 2024							$ 398	$ 1,253,168	$ (3,765)	$ 1,509	$ (1,064,295)	$ 187,015

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended				6 Months Ended		9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ 4,887	$ (2,524)	$ (2,485)	$ (5,398)	$ 2,363	$ (7,883)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Depreciation and amortization					2,395	2,234
Stock-based compensation expense					2,072	2,468
Provision for excess and obsolete inventory	300		700		780	1,070	$ 800	$ 1,100
Amortization of operating lease right-of-use assets					546	122
Deferred income taxes					(5,165)	0
Change in fair value of contingent consideration	2,762		850		6,682	2,200
Other non-cash items					(15)	273
Changes in operating asset and liability accounts:
Accounts receivable					2,538	3,152
Inventory					(6,672)	(11,935)
Prepaid expenses and other assets					(2,082)	8,015
Operating leases					(1,048)	(123)
Accounts payable and accrued expenses					(4,455)	(9,399)
Deferred revenue					18,182	8,458
Net cash provided by (used in) operating activities					16,121	(1,348)
Cash flows from investing activities:
Purchases of property, plant and equipment					(852)	(430)
Change in other assets					218	(10)
Net cash used in investing activities					(33,489)	(440)
Cash flows from financing activities:
Repurchase of treasury stock					(126)	0
Repayment of debt					(25)	(33)
Cash paid related to registration of common stock shares					(148)	0
Proceeds from exercise of employee stock options and ESPP					157	136
Net cash (used in) provided by financing activities					(142)	103
Effect of exchange rate changes on cash					16	(10)
Net decrease in cash, cash equivalents and restricted cash					(17,494)	(1,695)
Cash, cash equivalents and restricted cash at beginning of period		$ 92,280		$ 25,675	92,280	25,675
Cash, cash equivalents and restricted cash at end of period	74,786		$ 23,980		74,786	23,980	$ 74,786	$ 23,980
Supplemental schedule of cash flow information:
Cash paid for income taxes, net of refunds					248	171
Non-cash investing and financing activities
Right-of-use assets obtained in exchange for new lease obligations					0	242
Postemployment Retirement Benefits [Member]
Non-cash investing and financing activities
Issuance of common stock					345	313
Megatran Acquisition [Member]
Non-cash investing and financing activities
Issuance of common stock					6,504	0
Megatran [Member]
Cash flows from operating activities:
Net income (loss)	2,100				2,100
Cash flows from investing activities:
Cash paid to settle Megatran contingent consideration liability	$ (3,300)				(3,278)	0
Cash paid for Megatran Acquisition, net of cash acquired					(29,577)	0
Non-cash investing and financing activities
Issuance of common stock					$ 31,350	$ 0

Note 1 - Nature of the Business and Operations and Liquidity

6 Months Ended

Sep. 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

Liquidity

Note 2 - Acquisition

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Business Combination Disclosure [Text Block]

2. Acquisition

Acquisition of Megatran

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 payments	$30.0
Issuance of 1,297,600 shares of Company’s Common Stock	$31.4

Cash and cash equivalents	$	0.4
Equity-method investments		1.2
Prepaid expenses and other current assets		1.7
Accounts receivable		16.1
Inventory		23.1
Property, plant, and equipment		28.4
Accounts payable and accrued expenses		(5.6	)
Deferred revenue		(5.0	)
Deferred tax liability		(6.4	)
Net tangible assets/(liabilities)		53.9

Backlog		0.7
Customer relationships		1.3
Net identifiable intangible assets		2.0

Goodwill		5.5

Total purchase consideration	$	61.4

The fair value of the financial assets acquired includes receivables with a fair value of $16.1 million. The gross amount due is $16.9 million, of which $0.8 million is expected to be uncollectible.

Unaudited Pro Forma Operating Results

	*Three Months Ended September 30,*					*Six Months Ended September 30,*
	*2024*		*2023*			*2024*			*2023*
Net Revenue	$	58,722	$	50,929		$	118,032		$	99,915
Operating income (loss)		81		(1,783	)		(4,079	)		(7,193	)
Net income (loss)	$	635	$	(311	)	$	(2,748	)	$	(633	)

Net income (loss) per common share
Basic	$	0.02	$	(0.01	)	$	(0.07	)	$	(0.02	)
Diluted	$	0.02	$	(0.01	)	$	(0.07	)	$	(0.02	)
Shares - basic		37,404		30,126			37,189			29,843
Shares - diluted		37,950		30,126			37,189			29,843

Note 3 - Revenue Recognition

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

3. Revenue Recognition

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

	*Three Months Ended September 30, 2024*				*Six Months Ended September 30, 2024*
Product Line:	*Grid*		*Wind*		*Grid*		*Wind*
Equipment and systems	$	43,747	$	7,166	$	74,452	$	14,591
Services and technology development		3,189		369		4,820		898
Total	$	46,936	$	7,535	$	79,272	$	15,489

Region:
Americas	$	43,479	$	1	$	73,957	$	1
Asia Pacific		790		7,531		1,989		15,483
EMEA		2,667		3		3,326		5
Total	$	46,936	$	7,535	$	79,272	$	15,489

	*Three Months Ended September 30, 2023*				*Six Months Ended September 30, 2023*
Product Line:	*Grid*		*Wind*		*Grid*		*Wind*
Equipment and systems	$	22,682	$	4,879	$	45,808	$	8,862
Services and technology development		5,833		610		8,443		1,145
Total	$	28,515	$	5,489	$	54,251	$	10,007

Region:
Americas	$	24,696	$	27	$	47,856	$	57
Asia Pacific		3,418		5,462		5,129		9,928
EMEA		401		-		1,266		22
Total	$	28,515	$	5,489	$	54,251	$	10,007

	*Unbilled Accounts Receivable*			*Deferred Program Costs*			*Contract Liabilities*
Beginning balance as of March 31, 2024	$	6,150		$	2,523		$	57,829
Increase for balance acquired		—			—			5,049
Increases for costs incurred to fulfill performance obligations		—			4,866			—
Increase (decrease) due to customer billings		(6,241	)		—			70,133
Decrease due to cost recognition on completed performance obligations		—			(2,553	)		—
Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations		4,607			—			(52,084	)
Other changes and FX impact		7			12			344
Ending balance as of September 30, 2024	$	4,523		$	4,848		$	81,271

	*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		—			2,110			—
Increase (decrease) due to customer billings		(13,981	)		—			34,284
Decrease due to cost recognition on completed performance obligations		—			(2,160	)		—
Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations		10,351			—			(25,710	)
Other changes and FX impact		7			(11	)		(288	)
Ending balance as of September 30, 2023	$	6,335		$	2,075		$	59,046

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

Three Months Ended

Six Months Ended

Reportable

September 30,

Segment

2024

2023

2024

2023

Inox Wind Limited

Wind

Gray Construction, Inc.

Grid

<10%

Note 4 - Stock-based Compensation

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

4. Stock-Based Compensation

	*Three Months Ended September 30,*				*Six Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Cost of revenues	$	39	$	59	$	97	$	169
Research and development		113		156		256		311
Selling, general and administrative		691		896		1,719		1,988
Total	$	843	$	1,111	$	2,072	$	2,468

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

Note 5 - Computation of Net Loss Per Common Share

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Earnings Per Share [Text Block]

5. Computation of Net Income (Loss) per Common Share

	*Three Months Ended September 30,*						*Six Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Numerator:
Net income (loss)	$	4,887		$	(2,485	)	$	2,363		$	(7,883	)
Denominator:
Weighted-average shares of common stock outstanding		37,931			30,283			37,463			29,996
Weighted-average shares subject to repurchase		(979	)		(1,455	)		(1,146	)		(1,451	)
Shares used in per-share calculation ― basic		36,952			28,828			36,317			28,545
Shares used in per-share calculation ― diluted		37,499			28,828			36,951			28,545
Net income (loss) per share ― basic	$	0.13		$	(0.09	)	$	0.07		$	(0.28	)
Net income (loss) per share ― diluted	$	0.13		$	(0.09	)	$	0.06		$	(0.28	)

Note 6 - Goodwill and Other Intangibles

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

6. Goodwill and Other Intangibles

Goodwill

	*Goodwill*
March 31, 2024	$	43,471
Megatran Acquisition		5,479
September 30, 2024	$	48,950

The Company did not record impairment in the three and six months ended September 30, 2024 that would require interim impairment testing of goodwill.

Other Intangibles

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

	*September 30, 2024*							*March 31, 2024*
	*Gross Amount*		*Accumulated Amortization*			*Net Book Value*		*Gross Amount*		*Accumulated Amortization*			*Net Book Value*		*Estimated Useful Life*
Backlog		1,381		(856	)		525		681		(681	)		—		2
Trade name and trademarks		1,800		—			1,800		1,800		—			1,800	Indefinite
Customer relationships		10,880		(7,253	)		3,627		9,600		(6,649	)		2,951		7-10
Core technology and know-how		5,970		(4,593	)		1,377		5,970		(4,352	)		1,618		5-10
Intangible assets	$	20,031	$	(12,702	)	$	7,329	$	18,051	$	(11,682	)	$	6,369

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

Years ending March 31,	*Total*
2025		1,413
2026		1,349
2027		1,213
2028		671
2029		201
Thereafter		682
Total	$	5,529

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

Note 7 - Fair Value Measurements

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Fair Value Disclosures [Text Block]

7. 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.

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

Contingent Consideration

The following table provides the assets and liabilities carried at fair value on a recurring basis, measured as of September 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)*
September 30, 2024:
Assets:
Cash equivalents	$	41,731	$	41,731	$	—	$	—

	*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):

	*NEPSI Acquisition Contingent Consideration*			*Megatran 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		3,404			3,278
Settlement of contingent consideration		(6,504	)		(3,278	)
Balance at September 30, 2024	$	—		$	—

Note 8 - Accounts Receivable

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Accounts Receivable [Text Block]

8. Accounts Receivable

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

	*September 30, 2024*		*March 31, 2024*
Accounts receivable (billed)		35,536	$	20,175
Accounts receivable (unbilled)		4,523		6,150
Accounts receivable	$	40,059	$	26,325

Note 9 - Inventory

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Inventory Disclosure [Text Block]

9. Inventory

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

	*September 30, 2024*		*March 31, 2024*
Raw materials	$	37,336	$	20,622
Work-in-process		23,819		14,872
Finished goods		4,877		3,840
Deferred program costs		4,848		2,523
Net inventory	$	70,880	$	41,857

Note 10 - Prepaid and Other Current Assets

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Prepaid and Other Current Assets [Text Block]

10. Prepaid and Other Current Assets

Note 11 - Property, Plant and Equipment

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

11. Property, Plant and Equipment

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

	*September 30, 2024*			*March 31, 2024*
Land	$	22,650		$	980
Construction in progress – equipment		851			226
Buildings		7,445			5,416
Equipment and software		47,766			44,095
Furniture and fixtures		1,635			1,526
Leasehold improvements		7,813			6,990
Property, plant and equipment, gross		88,160			59,233
Less accumulated depreciation		(49,395	)		(48,372	)
Property, plant and equipment, net	$	38,765		$	10,861

Note 12 - Equity Method Investments

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Equity Method Investments and Joint Ventures Disclosure [Text Block]

12. Equity-Method Investments

Investment in NWL Pacific Inc. Co., LTD

	*2024*
Net Revenue	$	857
Gross Profit		308
Income from operation		157
Net income	$	148

Note 13 - Accounts Payable and Accrued Expenses

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

13. Accounts Payable and Accrued Expenses

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

	*September 30, 2024*		*March 31, 2024*
Accounts payable	$	3,831	$	4,476
Accrued inventories in-transit		2,587		539
Accrued other miscellaneous expenses		3,983		2,366
Accrued contract loss		97		97
Advanced deposits		1,540		2,270
Accrued compensation		8,293		10,326
Income taxes payable		220		346
Accrued product warranty		3,110		2,363
Accrued commissions		1,497		1,452
Total	$	25,158	$	24,235

Product warranty activity was as follows (in thousands):

	*Three Months Ended September 30,*						*Six Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Balance at beginning of period	$	2,542		$	1,926		$	2,363		$	2,638
Acquired warranty obligations		637			—			637			—
Provisions for warranties during the period		298			644			774			852
Settlements during the period		(367	)		(678	)		(664	)		(1,598	)
Balance at end of period	$	3,110		$	1,892		$	3,110		$	1,892

Note 14 - Income Taxes

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

14. Income Taxes

Note 15 - Contingent Consideration

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Business Combination, Contingent Consideration [Text Block]

15. Contingent Consideration

NEPSI Contingent Considerations

Megatran Contingent Consideration

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

Note 16 - Debt

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

16. Debt

Note 17 - Leases

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

17. Leases

Operating Leases

Finance Leases

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

	September 30, 2024			March 31, 2024
Leases:
Right-of-use assets – Operating	$	3,744		$	2,557
Total right-of-use assets		3,744			2,557

Lease liabilities – ST Operating	$	555		$	716
Lease liabilities – LT Operating		2,814			1,968
Total lease liabilities	$	3,369		$	2,684

Weighted-average remaining lease term		5.33			3.49
Weighted-average discount rate		14.84	%		9.83	%

	*Three Months Ended*		*Six Months Ended*
	*September 30, 2024*		*September 30, 2024*
Operating Leases:
Operating lease costs – fixed	$	336	$	645
Operating lease costs – variable		45		91
Short-term lease costs		39		78
Total lease costs	$	420	$	814

	*Three Months Ended*		*Six Months Ended*
	*September 30, 2023*		*September 30, 2023*
Operating Leases:
Operating lease costs – fixed	$	255	$	514
Operating lease costs – variable		40		79
Short-term lease costs		37		74
Total lease costs	$	332	$	667

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

	*Leases*
Year ending March 31,
2025	$	321
2026		1,113
2027		1,164
2028		805
2029		385
Thereafter		1,497
Total minimum lease payments		5,285
Less: interest		(1,916	)
Present value of lease liabilities	$	3,369

Note 18 - Commitments and Contingencies

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

18. Commitments and Contingencies

Legal Contingencies

Other

Note 19 - Business Segments

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

19. Business Segments

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

	*Three Months Ended September 30,*				*Six Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Revenues:
Grid	$	46,936	$	28,515	$	79,272	$	54,251
Wind		7,535		5,489		15,489		10,007
Total	$	54,471	$	34,004	$	94,761	$	64,258

	*Three Months Ended September 30,*						*Six Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Operating income (loss):
Grid	$	2,336		$	(679	)	$	3,195		$	(2,649	)
Wind		516			252			1,515			(398	)
Unallocated corporate expenses		(3,605	)		(1,942	)		(8,753	)		(4,655	)
Total	$	(753	)	$	(2,369	)	$	(4,043	)	$	(7,702	)

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

	*September 30, 2024*		*March 31, 2024*
Grid	$	212,985	$	125,878
Wind		11,475		14,733
Corporate assets		73,988		92,160
Total	$	298,448	$	232,771

Note 20 - Recent Accounting Pronouncements

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Accounting Standards Update and Change in Accounting Principle [Text Block]

20. Recent Accounting Pronouncements

Note 21 - Subsequent Events

6 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Subsequent Events [Text Block]

21. Subsequent Events

The Company has performed an evaluation of subsequent events through the time of filing this Quarterly Report on Form 10-Q with the SEC and has determined that there are no such events to report.

Insider Trading Arrangements

3 Months Ended

6 Months Ended

Sep. 30, 2024

Insider Trading Arr Line Items

Material Terms of Trading Arrangement [Text Block]

ITEM 5.

OTHER INFORMATION

(a) None

(b) None

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

Note 2 - Acquisition (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

Cash payments	$30.0
Issuance of 1,297,600 shares of Company’s Common Stock	$31.4

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Cash and cash equivalents	$	0.4
Equity-method investments		1.2
Prepaid expenses and other current assets		1.7
Accounts receivable		16.1
Inventory		23.1
Property, plant, and equipment		28.4
Accounts payable and accrued expenses		(5.6	)
Deferred revenue		(5.0	)
Deferred tax liability		(6.4	)
Net tangible assets/(liabilities)		53.9

Backlog		0.7
Customer relationships		1.3
Net identifiable intangible assets		2.0

Goodwill		5.5

Total purchase consideration	$	61.4

Business Acquisition, Pro Forma Information [Table Text Block]

	*Three Months Ended September 30,*					*Six Months Ended September 30,*
	*2024*		*2023*			*2024*			*2023*
Net Revenue	$	58,722	$	50,929		$	118,032		$	99,915
Operating income (loss)		81		(1,783	)		(4,079	)		(7,193	)
Net income (loss)	$	635	$	(311	)	$	(2,748	)	$	(633	)

Net income (loss) per common share
Basic	$	0.02	$	(0.01	)	$	(0.07	)	$	(0.02	)
Diluted	$	0.02	$	(0.01	)	$	(0.07	)	$	(0.02	)
Shares - basic		37,404		30,126			37,189			29,843
Shares - diluted		37,950		30,126			37,189			29,843

Note 3 - Revenue Recognition (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Disaggregation of Revenue [Table Text Block]

	*Three Months Ended September 30, 2024*				*Six Months Ended September 30, 2024*
Product Line:	*Grid*		*Wind*		*Grid*		*Wind*
Equipment and systems	$	43,747	$	7,166	$	74,452	$	14,591
Services and technology development		3,189		369		4,820		898
Total	$	46,936	$	7,535	$	79,272	$	15,489

Region:
Americas	$	43,479	$	1	$	73,957	$	1
Asia Pacific		790		7,531		1,989		15,483
EMEA		2,667		3		3,326		5
Total	$	46,936	$	7,535	$	79,272	$	15,489

	*Three Months Ended September 30, 2023*				*Six Months Ended September 30, 2023*
Product Line:	*Grid*		*Wind*		*Grid*		*Wind*
Equipment and systems	$	22,682	$	4,879	$	45,808	$	8,862
Services and technology development		5,833		610		8,443		1,145
Total	$	28,515	$	5,489	$	54,251	$	10,007

Region:
Americas	$	24,696	$	27	$	47,856	$	57
Asia Pacific		3,418		5,462		5,129		9,928
EMEA		401		-		1,266		22
Total	$	28,515	$	5,489	$	54,251	$	10,007

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
Increase for balance acquired		—			—			5,049
Increases for costs incurred to fulfill performance obligations		—			4,866			—
Increase (decrease) due to customer billings		(6,241	)		—			70,133
Decrease due to cost recognition on completed performance obligations		—			(2,553	)		—
Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations		4,607			—			(52,084	)
Other changes and FX impact		7			12			344
Ending balance as of September 30, 2024	$	4,523		$	4,848		$	81,271

	*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		—			2,110			—
Increase (decrease) due to customer billings		(13,981	)		—			34,284
Decrease due to cost recognition on completed performance obligations		—			(2,160	)		—
Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations		10,351			—			(25,710	)
Other changes and FX impact		7			(11	)		(288	)
Ending balance as of September 30, 2023	$	6,335		$	2,075		$	59,046

Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]

Three Months Ended

Six Months Ended

Reportable

September 30,

Segment

2024

2023

2024

2023

Inox Wind Limited

Wind

Gray Construction, Inc.

Grid

<10%

Note 4 - Stock-based Compensation (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	*Three Months Ended September 30,*				*Six Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Cost of revenues	$	39	$	59	$	97	$	169
Research and development		113		156		256		311
Selling, general and administrative		691		896		1,719		1,988
Total	$	843	$	1,111	$	2,072	$	2,468

Note 5 - Computation of Net Loss Per Common Share (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Three Months Ended September 30,*						*Six Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Numerator:
Net income (loss)	$	4,887		$	(2,485	)	$	2,363		$	(7,883	)
Denominator:
Weighted-average shares of common stock outstanding		37,931			30,283			37,463			29,996
Weighted-average shares subject to repurchase		(979	)		(1,455	)		(1,146	)		(1,451	)
Shares used in per-share calculation ― basic		36,952			28,828			36,317			28,545
Shares used in per-share calculation ― diluted		37,499			28,828			36,951			28,545
Net income (loss) per share ― basic	$	0.13		$	(0.09	)	$	0.07		$	(0.28	)
Net income (loss) per share ― diluted	$	0.13		$	(0.09	)	$	0.06		$	(0.28	)

Note 6 - Goodwill and Other Intangibles (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Goodwill [Table Text Block]

	*Goodwill*
March 31, 2024	$	43,471
Megatran Acquisition		5,479
September 30, 2024	$	48,950

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	*September 30, 2024*							*March 31, 2024*
	*Gross Amount*		*Accumulated Amortization*			*Net Book Value*		*Gross Amount*		*Accumulated Amortization*			*Net Book Value*		*Estimated Useful Life*
Backlog		1,381		(856	)		525		681		(681	)		—		2
Trade name and trademarks		1,800		—			1,800		1,800		—			1,800	Indefinite
Customer relationships		10,880		(7,253	)		3,627		9,600		(6,649	)		2,951		7-10
Core technology and know-how		5,970		(4,593	)		1,377		5,970		(4,352	)		1,618		5-10
Intangible assets	$	20,031	$	(12,702	)	$	7,329	$	18,051	$	(11,682	)	$	6,369

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Years ending March 31,	*Total*
2025		1,413
2026		1,349
2027		1,213
2028		671
2029		201
Thereafter		682
Total	$	5,529

Note 7 - Fair Value Measurements (Tables)

6 Months Ended

Sep. 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)*
September 30, 2024:
Assets:
Cash equivalents	$	41,731	$	41,731	$	—	$	—

	*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]

	*NEPSI Acquisition Contingent Consideration*			*Megatran 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		3,404			3,278
Settlement of contingent consideration		(6,504	)		(3,278	)
Balance at September 30, 2024	$	—		$	—

Note 8 - Accounts Receivable (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Accounts Receivable [Table Text Block]

	*September 30, 2024*		*March 31, 2024*
Accounts receivable (billed)		35,536	$	20,175
Accounts receivable (unbilled)		4,523		6,150
Accounts receivable	$	40,059	$	26,325

Note 9 - Inventory (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	*September 30, 2024*		*March 31, 2024*
Raw materials	$	37,336	$	20,622
Work-in-process		23,819		14,872
Finished goods		4,877		3,840
Deferred program costs		4,848		2,523
Net inventory	$	70,880	$	41,857

Note 11 - Property, Plant and Equipment (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Property, Plant and Equipment [Table Text Block]

	*September 30, 2024*			*March 31, 2024*
Land	$	22,650		$	980
Construction in progress – equipment		851			226
Buildings		7,445			5,416
Equipment and software		47,766			44,095
Furniture and fixtures		1,635			1,526
Leasehold improvements		7,813			6,990
Property, plant and equipment, gross		88,160			59,233
Less accumulated depreciation		(49,395	)		(48,372	)
Property, plant and equipment, net	$	38,765		$	10,861

Note 12 - Equity Method Investments (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Equity Method Investments [Table Text Block]

	*2024*
Net Revenue	$	857
Gross Profit		308
Income from operation		157
Net income	$	148

Note 13 - Accounts Payable and Accrued Expenses (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	*September 30, 2024*		*March 31, 2024*
Accounts payable	$	3,831	$	4,476
Accrued inventories in-transit		2,587		539
Accrued other miscellaneous expenses		3,983		2,366
Accrued contract loss		97		97
Advanced deposits		1,540		2,270
Accrued compensation		8,293		10,326
Income taxes payable		220		346
Accrued product warranty		3,110		2,363
Accrued commissions		1,497		1,452
Total	$	25,158	$	24,235

Schedule of Product Warranty Liability [Table Text Block]

	*Three Months Ended September 30,*						*Six Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Balance at beginning of period	$	2,542		$	1,926		$	2,363		$	2,638
Acquired warranty obligations		637			—			637			—
Provisions for warranties during the period		298			644			774			852
Settlements during the period		(367	)		(678	)		(664	)		(1,598	)
Balance at end of period	$	3,110		$	1,892		$	3,110		$	1,892

Note 15 - Contingent Consideration (Tables)

6 Months Ended

Sep. 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

Note 17 - Leases (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Assets And Liabilities Lessee [Table Text Block]

	September 30, 2024			March 31, 2024
Leases:
Right-of-use assets – Operating	$	3,744		$	2,557
Total right-of-use assets		3,744			2,557

Lease liabilities – ST Operating	$	555		$	716
Lease liabilities – LT Operating		2,814			1,968
Total lease liabilities	$	3,369		$	2,684

Weighted-average remaining lease term		5.33			3.49
Weighted-average discount rate		14.84	%		9.83	%

Lease, Cost [Table Text Block]

	*Three Months Ended*		*Six Months Ended*
	*September 30, 2024*		*September 30, 2024*
Operating Leases:
Operating lease costs – fixed	$	336	$	645
Operating lease costs – variable		45		91
Short-term lease costs		39		78
Total lease costs	$	420	$	814

	*Three Months Ended*		*Six Months Ended*
	*September 30, 2023*		*September 30, 2023*
Operating Leases:
Operating lease costs – fixed	$	255	$	514
Operating lease costs – variable		40		79
Short-term lease costs		37		74
Total lease costs	$	332	$	667

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

	*Leases*
Year ending March 31,
2025	$	321
2026		1,113
2027		1,164
2028		805
2029		385
Thereafter		1,497
Total minimum lease payments		5,285
Less: interest		(1,916	)
Present value of lease liabilities	$	3,369

Note 19 - Business Segments (Tables)

6 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	*Three Months Ended September 30,*				*Six Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Revenues:
Grid	$	46,936	$	28,515	$	79,272	$	54,251
Wind		7,535		5,489		15,489		10,007
Total	$	54,471	$	34,004	$	94,761	$	64,258

	*Three Months Ended September 30,*						*Six Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Operating income (loss):
Grid	$	2,336		$	(679	)	$	3,195		$	(2,649	)
Wind		516			252			1,515			(398	)
Unallocated corporate expenses		(3,605	)		(1,942	)		(8,753	)		(4,655	)
Total	$	(753	)	$	(2,369	)	$	(4,043	)	$	(7,702	)

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	*September 30, 2024*		*March 31, 2024*
Grid	$	212,985	$	125,878
Wind		11,475		14,733
Corporate assets		73,988		92,160
Total	$	298,448	$	232,771

Note 1 - Nature of the Business and Operations and Liquidity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended	6 Months Ended
	Sep. 23, 2024	Aug. 01, 2024	Jan. 31, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Retained Earnings (Accumulated Deficit)				$ (1,064,295)	$ (1,064,295)		$ (1,066,658)
Cash, Cash Equivalents, and Marketable Securities				72,100	72,100
Net Cash Provided by (Used in) Operating Activities					16,121	$ (1,348)
Shelf Registration, Maximum Amount to be Sold			$ 250,000
Shelf Registration, Amount Available for Future Offerings				250,000	250,000
Common Stock, Par or Stated Value Per Share (in dollars per share)		$ 1
Megatran [Member]
Business Combination, Consideration Transferred		$ 61,400
Business Combination, Maximum Adjustment Before Indebtedness		25,000
Business Combination, Share Purchase Price Quotient Amount		31,400
Business Combination, Potential Additional Cash Payment		$ 5,000
Payment for Contingent Consideration Liability, Investing Activities	$ 3,300			3,300	3,278	$ (0)
Business Combination, Contingent Consideration Arrangements, Remaining Obligation to Stockholders				$ 0	$ 0
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

Note 2 - Acquisition (Details Textual) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended				6 Months Ended
	Sep. 23, 2024	Aug. 01, 2024	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cost of Revenue			$ 38,858		$ 25,418		$ 66,923	$ 49,390
Net Income (Loss) Attributable to Parent			4,887	$ (2,524)	(2,485)	$ (5,398)	2,363	(7,883)
Backlog [Member]
Amortization of Intangible Assets			200		$ 0		200	100
Megatran [Member]
Business Combination, Consideration Transferred		$ 61,400
Business Combination, Maximum Adjustment Before Indebtedness		25,000
Business Combination, Share Purchase Price Quotient Amount		31,400
Business Combination, Potential Additional Cash Payment		5,000
Payment for Contingent Consideration Liability, Investing Activities	$ 3,300		3,300				3,278	$ (0)
Business Combination, Contingent Consideration Arrangements, Remaining Obligation to Stockholders			0				0
Payments to Acquire Businesses, Gross		$ 30,000
Business Acquisition, Share Price (in dollars per share)		$ 24.16
Business Combination, Acquired Receivable, Fair Value		$ 16,100
Business Combination, Acquired Receivables, Gross Contractual Amount		16,900
Business Combination, Acquired Receivables, Estimated Uncollectible		800
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory		700
Cost of Revenue			300				300
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		2,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities		6,400
Revenues			14,300				14,300
Net Income (Loss) Attributable to Parent			2,100				2,100
Amortization of Intangible Assets			200				200
Megatran [Member] \| Backlog [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		$ 700
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)		8 years
Megatran [Member] \| Customer Relationships [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		$ 1,300
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)		10 years
Megatran [Member] \| Selling, General and Administrative Expenses [Member]
Business Combination, Acquisition Related Costs			$ 900				$ 1,100

Note 2 - Acquisition - Schedule of Business Acquisitions (Details) - Megatran [Member] $ in Millions	Aug. 01, 2024 USD ($)
Cash payments	$ 30.0
Issuance of 1,297,600 shares of Company’s Common Stock	$ 31.4

Note 2 - Acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Aug. 01, 2024	Mar. 31, 2024
Goodwill	$ 48,950		$ 43,471
Megatran [Member]
Cash and cash equivalents		$ 400
Equity-method investments		1,200
Prepaid expenses and other current assets		1,700
Accounts receivable		16,100
Inventory		23,100
Property, plant, and equipment		28,400
Accounts payable and accrued expenses		(5,600)
Deferred revenue		(5,000)
Deferred tax liability		(6,400)
Net tangible assets/(liabilities)		53,900
Intangible assets		2,000
Goodwill		5,500
Total purchase consideration		61,400
Megatran [Member] \| Backlog [Member]
Intangible assets		700
Megatran [Member] \| Customer Relationships [Member]
Intangible assets		$ 1,300

Note 2 - Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net Revenue	$ 58,722	$ 50,929	$ 118,032	$ 99,915
Operating income (loss)	81	(1,783)	(4,079)	(7,193)
Net income (loss)	$ 635	$ (311)	$ (2,748)	$ (633)
Basic (in dollars per share)	$ 0.02	$ (0.01)	$ (0.07)	$ (0.02)
Diluted (in dollars per share)	$ 0.02	$ (0.01)	$ (0.07)	$ (0.02)
Shares - basic (in shares)	37,404	30,126	37,189	29,843
Shares - diluted (in shares)	37,950	30,126	37,189	29,843

Note 3 - Revenue Recognition 1 (Details Textual)	3 Months Ended		6 Months Ended
Note 3 - Revenue Recognition 1 (Details Textual)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue, Performance Obligation Satisfied, Revenue Recognized, Percentage	90.00%	79.00%	89.00%	78.00%
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

Note 3 - Revenue Recognition 2 (Details Textual) $ in Millions	Sep. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month)	12 months
Revenue, Remaining Performance Obligation, Amount	$ 205.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Revenue, Remaining Performance Obligation, Amount	$ 102.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 \| 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]: 2024-10-01 \| Maximum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month)	60 months

Note 3 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues	$ 54,471	$ 34,004	$ 94,761	$ 64,258
Grid [Member]
Revenues	46,936	28,515	79,272	54,251
Grid [Member] \| Americas [Member]
Revenues	43,479	24,696	73,957	47,856
Grid [Member] \| Asia Pacific [Member]
Revenues	790	3,418	1,989	5,129
Grid [Member] \| EMEA [Member]
Revenues	2,667	401	3,326	1,266
Wind [Member]
Revenues	7,535	5,489	15,489	10,007
Wind [Member] \| Americas [Member]
Revenues	1	27	1	57
Wind [Member] \| Asia Pacific [Member]
Revenues	7,531	5,462	15,483	9,928
Wind [Member] \| EMEA [Member]
Revenues	3	0	5	22
Equipment and Systems [Member] \| Grid [Member]
Revenues	43,747	22,682	74,452	45,808
Equipment and Systems [Member] \| Wind [Member]
Revenues	7,166	4,879	14,591	8,862
Services and Technology Development [Member] \| Grid [Member]
Revenues	3,189	5,833	4,820	8,443
Services and Technology Development [Member] \| Wind [Member]
Revenues	$ 369	$ 610	$ 898	$ 1,145

Note 3 - Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 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
Unbilled AR, increase for balance acquired	0
Deferred Program Costs, increase for balance acquired	0
Contract Liabilities, increase for balance acquired	5,049
Deferred Program Costs, increases for costs incurred to fulfill performance obligations	4,866	2,110
Unbilled AR, increase (decrease) due to customer billings	(6,241)	(13,981)
Increase (decrease) due to customer billings	70,133	34,284
Deferred Program Costs, decrease due to cost recognition on completed performance obligations	(2,553)	(2,160)
Unbilled AR, increase (decrease) due to recognition of revenue based on transfer of control of performance obligations	4,607	10,351
Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations	(52,084)	(25,710)
Other changes and FX impact	7	7
Deferred Program Costs, Other changes and foreign currency exchange impact	12	(11)
Contract Liabilities, Other changes and foreign currency exchange impact	344	(288)
Ending balance as of September 30, 2024	4,523	6,335
Deferred Program Costs, ending balance	4,848	2,075
Contract Liabilities, ending balance	$ 81,271	$ 59,046

Note 3 - Revenue Recognition - Revenues by Major Customers (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Inox Wind Limited [Member] \| Wind [Member]
Inox Wind Limited	12.00%	12.00%	14.00%	12.00%
Gray Construction, Inc. [Member] \| Grid [Member]
Inox Wind Limited		11.00%
Gray Construction, Inc. [Member] \| Grid [Member] \| Maximum [Member]
Inox Wind Limited	10.00%		10.00%	10.00%

Note 4 - Stock-based Compensation (Details Textual) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restricted Stock [Member]
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares)	817,500		9,000	842,500	681,500
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 17.8			$ 17.8
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)	1 year 9 months 18 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)	0	19,200	0		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	0	0

Note 4 - Stock-based Compensation - Stock-based Compensation Expense by Financial Statement Line Item (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total stock-based compensation expense	$ 843	$ 1,111	$ 2,072	$ 2,468
Cost of Sales [Member]
Total stock-based compensation expense	39	59	97	169
Research and Development Expense [Member]
Total stock-based compensation expense	113	156	256	311
Selling, General and Administrative Expenses [Member]
Total stock-based compensation expense	$ 691	$ 896	$ 1,719	$ 1,988

Note 5 - Computation of Net Loss Per Common Share (Details Textual) - shares	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	535,001	1,036,206	479,341	1,036,206
Performance-based Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	526,333		469,667
Share-Based Payment Arrangement [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	652
Employee Stock Purchase Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	8,016		9,348
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)		36,206	326	36,206
Shares Tied to Derivative Liability [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)		1,000,000		1,000,000

Note 5 - 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
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net loss	$ 4,887	$ (2,524)	$ (2,485)	$ (5,398)	$ 2,363	$ (7,883)
Weighted-average shares of common stock outstanding (in shares)	37,931		30,283		37,463	29,996
Weighted-average shares subject to repurchase (in shares)	(979)		(1,455)		(1,146)	(1,451)
Shares used in per-share calculation - basic (in shares)	36,952		28,828		36,317	28,545
Shares used in per-share calculation - diluted (in shares)	37,499		28,828		36,951	28,545
Net income (loss) per share - basic (in dollars per share)	$ 0.13		$ (0.09)		$ 0.07	$ (0.28)
Net income (loss) per share - diluted (in dollars per share)	$ 0.13		$ (0.09)		$ 0.06	$ (0.28)

Note 6 - Goodwill and Other Intangibles (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill, Impairment Loss	$ 0		$ 0
Customer Relationship, Core Technology and Know-how [Member]
Amortization of Intangible Assets	400	$ 500	800	$ 1,100
Backlog [Member]
Amortization of Intangible Assets	$ 200	$ 0	$ 200	$ 100

Note 6 - Goodwill and Other Intangibles - Schedule of Goodwill (Details) $ in Thousands	6 Months Ended
	Sep. 30, 2024 USD ($)
Balance	$ 43,471
Balance	48,950
Megatran Acquisition [Member]
Megatran Acquisition	$ 5,479

Note 6 - Goodwill and Other Intangibles - Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Accumulated Amortization	$ (12,702)	$ (11,682)
Net Book Value	5,529
Intangible assets, gross amount	20,031	18,051
Intangible assets, net	7,329	6,369
Trade Names [Member]
Trade name and trademarks	1,800	1,800
Backlog [Member]
Gross Amount	1,381	681
Accumulated Amortization	(856)	(681)
Net Book Value	$ 525	0
Estimated Useful Life (Year)	2 years
Customer Relationships [Member]
Gross Amount	$ 10,880	9,600
Accumulated Amortization	(7,253)	(6,649)
Net Book Value	$ 3,627	2,951
Customer Relationships [Member] \| Minimum [Member]
Estimated Useful Life (Year)	7 years
Customer Relationships [Member] \| Maximum [Member]
Estimated Useful Life (Year)	10 years
Core Technology and Know-how [Member]
Gross Amount	$ 5,970	5,970
Accumulated Amortization	(4,593)	(4,352)
Net Book Value	$ 1,377	$ 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

Note 6 - Goodwill and Other Intangibles - Expected Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2024 USD ($)
2025	$ 1,413
2026	1,349
2027	1,213
2028	671
2029	201
Thereafter	682
Total	$ 5,529

Note 7 - Fair Value Measurements (Details Textual) - shares	Sep. 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

Note 7 - Fair Value Measurements - Assets and Liabilities Carried at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	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	$ 41,731		72,832
Contingent consideration			3,100
Fair Value, Recurring [Member] \| Reported Value Measurement [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash equivalents	41,731		72,832
Contingent consideration			0
Fair Value, Recurring [Member] \| Reported Value Measurement [Member] \| Fair Value, Inputs, Level 2 [Member]
Cash equivalents	0		0
Contingent consideration			0
Fair Value, Recurring [Member] \| Reported Value Measurement [Member] \| Fair Value, Inputs, Level 3 [Member]
Cash equivalents	$ 0		0
Contingent consideration			$ 3,100

Note 7 - Fair Value Measurements - Derivative Liability Measured at Fair value (Details) - Derivative Financial Instruments, Liabilities [Member] - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024
Northeast Power Systems, Inc (NEPSI) [Member]
Balance	$ 3,100	$ 1,270
Change in fair value	3,404	4,922
Settlement of contingent consideration	(6,504)	(3,092)
Balance	0	3,100
Megatran [Member]
Balance	0	0
Change in fair value	3,278	0
Settlement of contingent consideration	(3,278)	0
Balance	$ 0	$ 0

Note 8 - Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Accounts receivable (billed)	$ 35,536	$ 20,175
Accounts receivable (unbilled)	4,523	6,150
Accounts receivable	$ 40,059	$ 26,325

Note 9 - Inventory (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Inventory Write-down	$ 300	$ 700	$ 780	$ 1,070	$ 800	$ 1,100

Note 9 - Inventory - Summary of Net Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Raw materials	$ 37,336	$ 20,622
Work-in-process	23,819	14,872
Finished goods	4,877	3,840
Deferred program costs	4,848	2,523
Net inventory	$ 70,880	$ 41,857

Note 10 - Prepaid and Other Current Assets (Details Textual) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended	12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020	Sep. 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%	70.00%	50.00%

Note 11 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Depreciation, Depletion and Amortization	$ 0.8	$ 0.6	$ 1.4	$ 1.2

Note 11 - 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	$ 88,160	$ 59,233
Less accumulated depreciation	(49,395)	(48,372)
Property, plant and equipment, net	38,765	10,861
Land [Member]
Property, plant and equipment, gross	22,650	980
Construction in Progress [Member]
Property, plant and equipment, gross	851	226
Building [Member]
Property, plant and equipment, gross	7,445	5,416
Equipment and Software [Member]
Property, plant and equipment, gross	47,766	44,095
Furniture and Fixtures [Member]
Property, plant and equipment, gross	1,635	1,526
Leasehold Improvements [Member]
Property, plant and equipment, gross	$ 7,813	$ 6,990

Note 12 - Equity Method Investments (Details Textual)	Sep. 30, 2024
NWL Pacific Inc. Co., LTD [Member]
Equity Method Investment, Ownership Percentage	50.00%

Note 12 - Equity-Method Investments - Schedule of Equity Method Investment Summarized Financial Information (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended				6 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Gross Profit		$ 15,613		$ 8,586		$ 27,838	$ 14,868
Net Income (Loss) Attributable to Parent		$ 4,887	$ (2,524)	$ (2,485)	$ (5,398)	$ 2,363	$ (7,883)
NWL Pacific Inc. Co., LTD [Member]
Revenues	$ 857
Gross Profit	308
Income from operation	157
Net Income (Loss) Attributable to Parent	$ 148

Note 13 - Accounts Payable and Accrued Expenses (Details Textual)	3 Months Ended
	Sep. 30, 2024
Minimum [Member]
Extended Warranty Trigger Period (Year)	1 year
Maximum [Member]
Extended Warranty Trigger Period (Year)	3 years

Note 13 - Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Accounts payable	$ 3,831	$ 4,476
Accrued inventories in-transit	2,587	539
Accrued other miscellaneous expenses	3,983	2,366
Accrued contract loss	97	97
Advanced deposits	1,540	2,270
Accrued compensation	8,293	10,326
Income taxes payable	220	346
Accrued product warranty	3,110	2,363
Accrued commissions	1,497	1,452
Total	$ 25,158	$ 24,235

Note 13 - Accounts Payable and Accrued Expenses - Product Warranty Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Balance at beginning of period	$ 2,542	$ 1,926	$ 2,363	$ 2,638
Acquired warranty obligations	637	0	637	0
Provisions for warranties during the period	298	644	774	852
Settlements during the period	(367)	(678)	(664)	(1,598)
Balance at end of period	$ 3,110	$ 1,892	$ 3,110	$ 1,892

Note 14 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Expense (Benefit)	$ (4,990)	$ 106	$ (4,796)	$ 228
Deferred Tax Liabilities, Intangible Assets	6,400		6,400
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	5,200
Liability for Uncertainty in Income Taxes, Current	0		0
Unrecognized Tax Benefits	$ 0		$ 0

Note 15 - Contingent Consideration (Details Textual) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended		12 Months Ended	48 Months Ended
	Aug. 23, 2024	Aug. 01, 2024	Oct. 01, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024	Sep. 30, 2024
Gain (Loss) in Change of Fair Value of Contingent Consideration				$ 500		$ (3,400)
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability				$ 2,762	$ 850	$ 6,682	$ 2,200
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	300,000		300,000		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			1,000,000
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized									$ 120,000
Business Combination, Contingent Consideration Arrangements, Number of Issuable Shares (in shares)				300,000		300,000			300,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable				$ 6,500		$ 6,500
Megatran [Member]
Payments to Acquire Businesses, Gross		$ 30,000
Business Combination, Consideration Transferred		61,400
Business Combination, Contingent Consideration Arrangements, Payments to Settle Remaining Obligations	$ 3,300			3,300
Business Combination, Contingent Consideration Arrangements, Remaining Obligation to Stockholders				$ 0		$ 0			$ 0
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		$ 31,400

Note 15 - 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

Note 16 - Debt (Details Textual) $ in Thousands	Sep. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	May 06, 2021
Debt, Current	$ 0	$ 25
Equipment Financing Agreements Assumed In Business Acquisition [Member]
Debt, Current	$ 0
Equipment Financing Agreements Assumed In Business Acquisition [Member] \| Maximum [Member]
Debt, Current		$ 100
Neeltran Inc. [Member]
Business Combination, Number of Equipment Financing Agreement Assumed			4

Note 17 - Leases (Details Textual)	Sep. 30, 2024
Maximum [Member]
Lessee, Operating Lease, Renewal Term (Year)	5 years

Note 17 - Leases - Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Right-of-use assets – Operating	$ 3,744	$ 2,557
Total right-of-use assets	3,744	2,557
Lease liabilities – ST Operating	555	716
Lease liabilities – LT Operating	2,814	1,968
Total lease liabilities	$ 3,369	$ 2,684
Weighted-average remaining lease term (Year)	5 years 3 months 29 days	3 years 5 months 26 days
Weighted-average discount rate	14.84%	9.83%

Note 17 - Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating lease costs – fixed	$ 336	$ 255	$ 645	$ 514
Operating lease costs – variable	45	40	91	79
Short-term lease costs	39	37	78	74
Total lease costs	$ 420	$ 332	$ 814	$ 667

Note 17 - Leases - Minimum Future Lease Obligation (Details) $ in Thousands	Sep. 30, 2024 USD ($)
2025	$ 321
2026	1,113
2027	1,164
2028	805
2029	385
Thereafter	1,497
Total minimum lease payments	5,285
Less: interest	(1,916)
Present value of lease liabilities	$ 3,369

Note 18 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Restricted Cash and Cash Equivalents, Noncurrent	$ 1,454	$ 1,290
Restricted Cash and Cash Equivalents, Current	$ 1,200	$ 500

Note 19 - Business Segments (Details Textual) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Number of Reportable Segments			2
Number of Operating Segments			4
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	$ 2,762	$ 850	$ 6,682	$ 2,200
Share-Based Payment Arrangement, Expense	843	1,111	2,072	2,468
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	2,800	900	6,700	2,200
Share-Based Payment Arrangement, Expense	$ 800	$ 1,100	$ 2,100	$ 2,500

Note 19 - Business Segments - Operating Results for Business Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues	$ 54,471	$ 34,004	$ 94,761	$ 64,258
Operating Income (loss)	(753)	(2,369)	(4,043)	(7,702)
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]
Operating Income (loss)	(3,605)	(1,942)	(8,753)	(4,655)
Grid [Member]
Revenues	46,936	28,515	79,272	54,251
Grid [Member] \| Operating Segments [Member]
Revenues	46,936	28,515	79,272	54,251
Operating Income (loss)	2,336	(679)	3,195	(2,649)
Wind [Member]
Revenues	7,535	5,489	15,489	10,007
Wind [Member] \| Operating Segments [Member]
Revenues	7,535	5,489	15,489	10,007
Operating Income (loss)	$ 516	$ 252	$ 1,515	$ (398)

Note 19 - Business Segments - Total Business Segments Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Total assets	$ 298,448	$ 232,771
Operating Segments [Member] \| Grid [Member]
Total assets	212,985	125,878
Operating Segments [Member] \| Wind [Member]
Total assets	11,475	14,733
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]
Total assets	$ 73,988	$ 92,160

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