AMERICAN SUPERCONDUCTOR CORP /DE/ 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of American Superconductor Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of American Superconductor Corporation and its subsidiaries (the Company) as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated May 29, 2024 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate . Overtime Revenue Recognition As described in Notes 2 and 3 of the consolidated financial statements, for certain arrangements, such as contracts to perform research and development, prototype development contracts and certain customized product sales, the Company records revenues using the over-time method, measured by the relationship of costs incurred to total estimated contract costs. The ability to reliably estimate total costs at completion is challenging, especially on long-term prototype development contracts, and may require significant analysis and judgments by management, including evaluating customer change orders, to determine the appropriate amount of revenue to recognize. We identified revenue recognition pertaining to customer contracts satisfied over time as a critical audit matter as there are significant judgments exercised by management in determining revenue recognition. Given the high degree of management judgment involved in analyzing the terms and conditions of the Company’s unique customer contracts and the various management cost estimates that are used in the revenue calculations, the audit effort required to evaluate management’s judgments in determining revenue recognition for the Company’s contracts was extensive and required a high degree of auditor judgment. Our audit procedures related to revenue recognition included the following, among others: ● We obtained an understanding of the relevant controls related to revenue recognition and tested controls specific to management’s analysis of customer contract terms and application of relevant accounting guidance as well as determination of significant assumptions used in computing revenue for design and operating effectiveness. ● We selected a sample of contracts with customers and related revenue transactions and performed the following audit procedures: o Obtained customer contract, customer change orders (as applicable), related invoices, purchase orders, and management revenue recognition analysis for each testing selection, to evaluate if relevant contractual terms and transaction price were appropriately considered by management and conclusions on revenue recognition method were in accordance with the relevant accounting guidance; and o Assessed the validity of data used in the model for completeness and accuracy by comparing selected items from the underlying budget to the source information used to develop the contract budget and agreeing, on a sample basis, costs incurred to source documents; and o Evaluated management’s estimations of total contract cost by assessing actual costs to date against projections made throughout the course of the contract term. /s/ RSM US LLP We have served as the Company's auditor since 2013. Boston, Massachusetts May 29, 2024 34 AMERICAN SUPERCONDUCTOR CORPORATION PART I — FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS (In thousands) March 31, March 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 90,522 $ 23,360 Accounts receivable, net 26,325 30,665 Inventory, net 41,857 36,986 Prepaid expenses and other current assets 7,295 13,429 Restricted cash 468 1,733 Total current assets 166,467 106,173 Property, plant and equipment, net 10,861 12,309 Intangibles, net 6,369 8,527 Right-of-use assets 2,557 2,857 Goodwill 43,471 43,471 Restricted cash 1,290 582 Deferred tax assets 1,119 1,114 Other assets 637 528 Total assets $ 232,771 $ 175,561 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 24,235 $ 38,383 Lease liability, current portion 716 808 Debt, current portion 25 75 Contingent consideration 3,100 1,270 Deferred revenue, current portion 50,732 43,572 Total current liabilities 78,808 84,108 Deferred revenue, long term portion 7,097 7,188 Lease liability, long term portion 1,968 2,184 Deferred tax liabilities 300 243 Debt, long-term portion — 15 Other liabilities 27 26 Total liabilities 88,200 93,764 Commitments and Contingencies (Note 17) Stockholders' equity: Common stock, $ 0.01 par value, 75,000,000 shares authorized; 37,343,812 and 29,937,119 shares issued and 36,946,181 and 29,539,488 shares outstanding at March 31, 2024 and 2023, respectively 373 299 Additional paid-in capital 1,212,913 1,139,113 Treasury stock, at cost, 397,631 at March 31, 2024 and 2023, respectively ( 3,639 ) ( 3,639 ) Accumulated other comprehensive income 1,582 1,571 Accumulated deficit ( 1,066,658 ) ( 1,055,547 ) Total stockholders' equity 144,571 81,797 Total liabilities and stockholders' equity $ 232,771 $ 175,561 The accompanying notes are an integral part of the consolidated financial statements. 35 AMERICAN SUPERCONDUCTOR CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Fiscal Year Ended March 31, 2024 2023 Revenues $ 145,639 $ 105,984 Cost of revenues 110,356 97,463 Gross profit 35,283 8,521 Operating expenses: Research and development 7,991 8,966 Selling, general and administrative 31,600 28,700 Amortization of acquisition related intangibles 2,152 2,746 Change in fair value on contingent consideration 4,922 70 Restructuring ( 14 ) 1,048 Total operating expenses 46,651 41,530 Operating loss ( 11,368 ) ( 33,009 ) Interest income, net 1,302 252 China dissolution — ( 1,921 ) Other expense, net ( 736 ) ( 148 ) Loss before income tax expense ( 10,802 ) ( 34,826 ) Income tax expense 309 215 Net loss $ ( 11,111 ) $ ( 35,041 ) Net loss per common share Basic $ ( 0.37 ) $ ( 1.26 ) Diluted $ ( 0.37 ) $ ( 1.26 ) Weighted average number of common shares outstanding Basic 29,825 27,848 Diluted 29,825 27,848 The accompanying notes are an integral part of the consolidated financial statements. 36 AMERICAN SUPERCONDUCTOR CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) Fiscal Year Ended March 31, 2024 2023 Net loss $ ( 11,111 ) $ ( 35,041 ) Other comprehensive income, net of tax: China dissolution — 1,921 Foreign currency translation gain (loss) 11 ( 59 ) Total other comprehensive income, net of tax 11 1,862 Comprehensive loss $ ( 11,100 ) $ ( 33,179 ) The accompanying notes are an integral part of the consolidated financial statements. 37 AMERICAN SUPERCONDUCTOR CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Common Stock Accumulated Other Total Number of Shares Par Value Additional Paid-in Capital Treasury Stock Comprehensive Income (Loss) Accumulated Deficit Stockholders' Equity Balance at March 31, 2022 28,920 $ 289 $ 1,133,536 $ ( 3,639 ) $ ( 291 ) $ ( 1,020,506 ) $ 109,389 Issuance of common stock - ESPP 60 1 234 — — — 235 Issuance of common stock - restricted shares, net of forfeited shares 827 8 ( 8 ) — — — — Stock-based compensation expense — — 4,729 — — — 4,729 Issuance of stock for 401(k) match 130 1 622 — — — 623 Cumulative translation adjustment — — — — 1,862 — 1,862 Net loss — — — — — ( 35,041 ) ( 35,041 ) Balance at March 31, 2023 29,937 $ 299 $ 1,139,113 $ ( 3,639 ) $ 1,571 $ ( 1,055,547 ) $ 81,797 Issuance of common stock - ESPP 34 — 279 — — — 279 Issuance of common stock - restricted shares, net of forfeited shares 682 7 ( 7 ) — — — — Stock-based compensation expense — — 4,652 — — — 4,652 Issuance of stock for 401(k) match 80 1 623 — — — 624 Issuance of common stock for contingent consideration 400 4 3,088 — — — 3,092 Issuance of common stock - equity offering 6,210 62 65,165 — — — 65,227 Cumulative translation adjustment — — — — 11 — 11 Net loss — — — — — ( 11,111 ) ( 11,111 ) Balance at March 31, 2024 37,343 $ 373 $ 1,212,913 $ ( 3,639 ) $ 1,582 $ ( 1,066,658 ) $ 144,571 The accompanying notes are an integral part of the consolidated financial statements. 38 AMERICAN SUPERCONDUCTOR CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Fiscal Year Ended March 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 11,111 ) $ ( 35,041 ) Adjustments to reconcile net loss to net cash used in operations: Depreciation and amortization 4,494 5,361 Stock-based compensation expense 4,652 4,729 Provision for excess and obsolete inventory 1,970 1,467 Deferred income taxes 65 24 Change in fair value of contingent consideration 4,922 70 China dissolution — 1,921 Other non-cash items 44 600 Unrealized foreign exchange gain on cash and cash equivalents ( 2 ) ( 226 ) Changes in operating asset and liability accounts: Accounts receivable 4,340 ( 10,360 ) Inventory ( 6,841 ) ( 14,796 ) Prepaid expenses and other current assets 6,313 ( 5,757 ) Accounts payable and accrued expenses ( 13,825 ) 8,660 Deferred revenue 7,117 20,863 Net cash provided by (used in) operating activities 2,138 ( 22,485 ) Cash flows from investing activities: Purchases of property, plant and equipment ( 934 ) ( 1,236 ) Change in other assets ( 27 ) ( 281 ) Net cash used in investing activities ( 961 ) ( 1,517 ) Cash flows from financing activities: Repayment of debt ( 65 ) ( 73 ) Proceeds from public equity offering, net 65,227 — Proceeds from exercise of ESPP 279 235 Net cash provided by financing activities 65,441 162 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 13 ) 29 Net increase (decrease) in cash, cash equivalents and restricted cash 66,605 ( 23,811 ) Cash, cash equivalents and restricted cash at beginning of year 25,675 49,486 Cash, cash equivalents and restricted cash at end of year $ 92,280 $ 25,675 Supplemental schedule of cash flow information: Cash paid for income taxes, net of refunds $ 286 $ 350 Non-cash investing and financing activities Issuance of common stock to settle contingent consideration $ 3,092 $ — Issuance of common stock to settle liabilities $ 624 $ 623 The accompanying notes are an integral part of the consolidated financial statements. 39 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 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 -K. 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. Liquidity The Company has historically experienced recurring operating losses and as of March 31, 2024 , the Company had an accumulated deficit of $ 1,066.7 million. In addition, the Company has historically experienced recurring negative operating cash flows. At March 31, 2024 , the Company had cash and cash equivalents of $ 90.5 million. Cash provided by operations for the year ended March 31, 2024 was $ 2.1 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 “Form S- 3” ). The Form S- 3 allows the Company to offer and sell from time-to-time up to $ 250 million of common stock, debt securities, warrants or units comprised of any combination of these securities. The Form S- 3 is intended to provide the Company flexibility to conduct registered sales of its securities, subject to market conditions, in order to fund its future capital needs. The terms of any future offering under the Form S- 3 will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering. On January 31, 2024, the Company entered into an underwriting agreement with Oppenheimer & Co. Inc., as a representative of the several underwriters named therein, relating to the issuance and sale (the "2024 Offering") of 6,210,000 shares of the Company's common stock at a public offering price of $ 11.25 per share. The net proceeds to the Company from the 2024 Offering were approximately $ 65.2 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. The 2024 Offering closed on February 14, 2024. In recent periods, the Company has experienced inflationary pressure in its supply chain and some delays in sourcing materials needed for its products resulting in some production disruption, both of which have increased the Company's cost of revenues and decreased gross margin. While the impact of inflation has been challenging, the Company has taken actions to limit this pressure, including adjusting the pricing of its products and services. Changes in macroeconomic conditions arising from various reasons, such as the ongoing wars between Russia and Ukraine and Israel and Hamas, inflation, rising interest rates, labor force availability, sourcing, material delays and global supply chain disruptions could have a material adverse effect on the Company's business, financial condition and results of operation. From time-to-time the Company may undertake restructuring activities in order to align the global organization in a manner that the Company believes will better position it to achieve its long-term goals. In January 2023, the Company undertook a reduction in force that involved approximately 5 % of the global workforce. This restructuring resulted in $ 1.0 million of cash expenses, of which $ 1.0 million has been paid as of March 31, 2024 , and is expected to result in annualized cost savings of approximately $ 5.0 million, which the Company began to realize in fiscal 2023. 40 The Company believes that based on the information presented above and its annual management assessment, it has sufficient liquidity to fund its operations and capital expenditures for the next twelve months following the issuance of the consolidated financial statements for the year ended March 31, 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. Summary of Significant Accounting Policies Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions are eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, collectability of receivables, realizability of inventory, goodwill and intangible assets, contingent consideration, warranty provisions, stock-based compensation, tax reserves, and deferred tax assets. Provisions for depreciation are based on their estimated useful lives using the straight-line method. Some of these estimates can be subjective and complex and, consequently, actual results may differ from these estimates under different assumptions or conditions. While for any given estimate or assumption made by the Company’s management there may be other estimates or assumptions that are reasonable, the Company believes that, given the current facts and circumstances, it is unlikely that applying any such other reasonable estimate or assumption would materially impact the financial statements. 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. Accounts Receivable Accounts receivable consist of amounts owed by commercial companies and government agencies. Accounts receivable are stated net of allowances for credit losses. The Company’s accounts receivable relate principally to a limited number of customers. As of March 31, 2024 , Capital Power and INOX Wind Limited accounted for approximately 14 % and 12 % of the Company's accounts receivable balance, respectively, with no other customers accounting for greater than 10% of the balance. As of March 31, 2023 , Anovion LLC and Fuji Bridex PTE Ltd accounted for approximately 21 % and 15 % of the Company's accounts receivable balance, respectively, with no other customers accounting for greater than 10% of the balance. Changes in the financial condition or operations of the Company’s customers may result in delayed payments or non-payments which would adversely impact its cash flows from operating activities and/or its results of operations. As such, the Company may require collateral, advanced payment or other security based upon the customer history and/or creditworthiness. In determining the allowance for credit losses, the Company evaluates the collectability of accounts receivable based primarily on the probability of recoverability based on historical collection and write-off experience, the age of past due receivables, specific customer circumstances, and current economic trends. The Company has not recorded an allowance for credit losses as of each of the years ended March 31, 2024 and 2023 . If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payment, additional allowances may be required. Failure to accurately estimate the losses for credit losses and ensure that payments are received on a timely basis could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows. Inventory Inventories include material, direct labor and related manufacturing overhead, and are stated at the lower of cost, determined on a first -in, first -out basis, or net realizable value determined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company records inventory when it takes delivery and title to the product according to the terms of each supply contract. Program costs may be deferred and recorded as inventory on contracts on which costs are incurred in excess of approved contractual amounts and/or funding, if future recovery of the costs is deemed probable. 41 At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. Inventories that management considers excess or obsolete are reserved. Management considers forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases. For the fiscal years ended March 31, 2024 and 2023 , the Company recorded inventory reserves of approximately $ 2.0 million and $ 1.5 million, respectively, based on evaluating its ending inventory on hand for excess quantities and obsolescence. Leases The Company determines whether a contract is or contains a lease at inception of a contract. The Company defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. Control over the use of the identified asset means that the Company has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. Leases include all agreements in which the Company obtains control of a physical asset. Leases are captured on the balance sheet as both a right of use asset and associated lease liability and are valued based on the commencement of the Company's control of the asset, after being discounted by its incremental borrowing rate. The Company's lease portfolio is made up primarily of real estate leases for its various offices, but also include items such as vehicles, IT equipment and other miscellaneous tools and equipment needed for manufacturing. The Company's incremental borrowing rate was determined through an analysis to identify what rates it could obtain if the Company were to secure external financing for similar transactions, and includes considerations of both the market and its current credit ratings. An analysis is performed annually, or upon execution of any individually material agreement, to ensure that the rates being applied to newly acquired leases are still accurate. The majority of the Company's leases are classified as operating leases, and therefore the expense is captured in operating loss from operations each period. The Company has elected to exclude all leases of less than twelve months from the balance sheet presentation. The Company has also elected a policy in which the Company will not segregate lease components from non-lease components, so in the event the Company executes an agreement which includes a non-lease component its asset and liability recorded to the balance sheet will include the value of that non-lease component as well. This policy will be applied to all classifications of leases. Property, Plant and Equipment Property, plant and equipment are carried at cost less accumulated depreciation and amortization. The Company accounts for depreciation and amortization using the straight-line method to allocate the cost of property, plant and equipment over their estimated useful lives as follows: Asset Classification Estimated Useful Life in Years Machinery and equipment 3 - 10 Furniture and fixtures 3 - 5 Leasehold improvements Shorter of the estimated useful life or the remaining lease term Expenditures for maintenance and repairs are expensed as incurred. Upon retirement or other disposition of assets, the costs and related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is reflected in operating expenses. Valuation of Long-Lived Assets The Company periodically evaluates its long-lived assets, consisting principally of fixed assets and definite-lived intangible assets, for potential impairment. In accordance with the applicable accounting guidance for the treatment of long-lived assets, the Company reviews the carrying value of its long-lived assets or asset group that is held and used, including intangible assets subject to amortization, for impairment whenever events and circumstances indicate that the carrying value of the assets may not be recoverable. Under the held and used approach, the asset or asset group to be tested for impairment should represent the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company evaluates its long-lived assets whenever events or circumstances suggest that the carrying amount of an asset or group of assets may not be recoverable from the estimated undiscounted future cash flows. There were no indicators requiring impairment testing on the Company's long-lived assets during the fiscal years ended March 31, 2024 and 2023 . Goodwill Goodwill represents the excess of cost over net assets of acquired businesses that are consolidated. The Company performs its annual assessment of goodwill on February 28th of each fiscal year and whenever events or changes in circumstances or a triggering event indicate that the carrying amount may not be recoverable. Determining whether a triggering event has occurred often involves significant judgment from management. An entity is permitted to first assess qualitatively whether it is necessary to perform a goodwill impairment test. The quantitative impairment test is required only if the entity concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company determines the fair value of a reporting unit, using a methodology which combines an income approach, using a discounted cash flow method, with a market approach. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, an entity should consider the totality of all relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, then an impairment charge is recognized reducing the goodwill by the excess of the carrying amount over the fair value, not to exceed the total amount of the goodwill allocated to the that reporting unit. See Note 4, "Goodwill" for further information and discussion. The Company performed its annual assessment of goodwill on February 29, 2024 noting no triggering events from the analysis date to March 31, 2024 , and determined that there was no impairment to goodwill. A dditionally, there was no impairment identified for the fiscal year ended March 31, 2023 based on the assessment performed in the prior fiscal year. 42 Revenue Recognition Revenue contracts are defined as an arrangement that creates enforceable rights and obligations of both parties where collection of the contract price is deemed probable. The Company records revenue based on a five -step model which includes confirmation of contract existence, identifying the performance obligations, determining the transaction price, allocating the contract transaction price to the performance obligations, and recognizing the revenue when (or as) control of goods or services is transferred to the customer. The transfer of control can occur at the time of delivery, installation or post-installation where applicable. The Company's equipment and system product line includes certain contracts which do not meet the requirements of an exchange transaction and therefore do not fall within the scope of Accounting Standards Codification ("ASC") 606. For certain arrangements, such as contracts to perform research and development, prototype development contracts and certain customized product sales, the Company records revenues using the over-time method, measured by the relationship of costs incurred to total estimated contract costs. Over-time revenue recognition accounting is predominantly used on certain turnkey power systems installations for electric utilities and long-term prototype development contracts with the U.S. government. The Company follows this method when any of the three following criteria are met: when the customer receives the benefits as they are performed, control transfers to the customer as the work is performed, or there is no alternative use to the Company and there is an enforceable right to payment through the life of the contract. However, the ability to reliably estimate total costs at completion is challenging, especially on long-term prototype development contracts, and could result in future changes in contract estimates. For contracts where reasonably dependable estimates of the revenues and costs cannot be made, the Company follows the point in time method. In addition, some contracts contain an element of variable consideration, including liquidated damages and/or penalties, which requires payment to the customer in the event that delivery timelines or milestones are not met. The Company estimates the total consideration payable by the customer when the contracts contain variable consideration provisions, based on the most likely amount anticipated to be recognized for transferring the promised goods or services. As a result, the Company may constrain revenue to the extent that a significant reversal in the amount of cumulative revenue recognized will not occur until the uncertainty associated with the variable consideration is subsequently resolved. The Company enters into sales arrangements that may provide for multiple performance obligations to a customer. Sales of certain products may include extended warranty and support or service packages, and at times include performance bonds. As these contracts progress, the Company continually assesses the probability of a payout from the performance bond. Should the Company determine that such a payout is likely, the Company would record a liability. The Company would reduce revenue to the extent a liability is recorded. In addition, the Company enters into licensing arrangements that include training services. Performance obligations are separated into more than one unit of accounting when ( 1 ) the delivered element(s) have value to the customer on a stand-alone basis, and ( 2 ) the Company's promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract. In general, revenues are separated between the different product shipments which have stand-alone value, and the various services to be provided. Revenue for product shipments is generally recognized at a point in time where control of the product is transferred to the customer, while revenues for the services are generally recognized over the period of performance. The Company identifies all goods and/or services that are to be delivered separately under a sales arrangement and allocates the transaction price to each distinct performance obligation using the respective standalone selling price ("SSP") which is determined primarily using the cost plus expected margin approach for products and a relief from royalty method for licenses. Revenue allocated to each performance obligation is recognized when, or as, the performance obligation is satisfied. The Company reviews SSP and the related margins at least annually. 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. 43 The Company’s license agreements provide either for the payment of contractually determined paid-up front license fees or milestone based payments in consideration for the grant of rights to manufacture and/or sell products using its patented technologies or know-how. Some of these agreements provide for the release of the licensee from past and future intellectual property infringement claims. When the Company can determine that it has no further obligations other than the grant of the license and that the Company has fully transferred the technology know-how, the Company recognizes the revenue under a point in time model. In other license arrangements, the Company may also agree to provide training services to transfer the technology know-how. In these arrangements, the Company has determined that the licenses have no standalone value to the customer and are not separable from training services as the Company can only fully transfer the technology know-how through the training component. Accordingly, the Company accounts for these arrangements as a single unit of accounting, and recognizes revenue over the period of its performance using the over-time method. Costs for these arrangements are expensed as incurred. Existing customers are subject to ongoing credit evaluations based on payment history and other factors. If it is determined that collectability of any portion of the contract value is not probable, an analysis of variable consideration will be performed using either the most likely amount or expected value method to determine the amount of revenue that must be constrained until the scenario causing the variability has been resolved. For contractual arrangements that involve variable consideration, the Company recognizes revenue for these amounts upon reaching the constraining event successfully. The Company does not generally provide for extended payment terms or provide its customers with a right of return. Infrequently, the Company receives requests from customers to hold product being purchased from us for a valid business purpose. The Company recognizes revenues for such arrangements provided the transaction meets, at a minimum, the following criteria: a valid business purpose for the arrangement exists; risk of ownership of the purchased product has been transferred to the buyer; there is a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the product is ready for shipment; there are no continuing performance obligation in regards to the purchased product and these products have been segregated from the Company's inventories and cannot be used to fill other orders received. During the fiscal year ended March 31, 2024 there were no such held transactions. Revenues for the fiscal year ended March 31, 2023 included $ 0.6 million from such held transactions. The Company has elected to record taxes collected from customers on a net basis and does not include tax amounts in revenue or costs of revenue. 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. Business Acquisitions The Company accounts for acquisitions using the purchase method of accounting in accordance with ASC 805, Business Combinations . The purchase price for each acquisition is allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Intangible assets, if identified, are also recorded at fair value. The excess purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions as well as the use of specialists as needed. The consideration for its acquisitions may include future payments that are contingent upon the occurrence of a particular event. The Company records a contingent consideration obligation for such contingent consideration payments at fair value on the acquisition date. The Company estimates the fair value of contingent consideration obligations through valuation models that incorporate probability adjusted assumptions related to the achievement of the milestones and the likelihood of making related payments, refer to Note 12 for further information regarding valuation methodology and assumptions. Each period the Company revalues the contingent consideration obligations associated with the acquisition to fair value and records changes in the fair value within the operating expenses in its consolidated statements of operations. Increases or decreases in the fair value of the contingent consideration obligations can result from changes in assumed revenue risk premium and volatility, as well as changes in the stock price and assumed probability with respect to the attainment of certain financial and operational metrics, among others. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the fair value of contingent consideration recorded at each reporting period. Product Warranty Warranty obligations are incurred in connection with the sale of the Company’s products. The Company provides assurance-type warranties on all product sales for a term of typically one to three years, and extended service-type warranties at the customers’ 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 service. The costs incurred to provide for these warranty obligations are estimated and recorded as an accrued liability at the time of sale. Future warranty costs are estimated based on historical performance rates and related costs to repair given products. The accounting estimate related to product warranty involves judgment in determining future estimated warranty costs. Should actual performance rates or repair costs differ from estimates, revision to the estimated warranty liability would be required. Research and Development Costs Research and development costs are expensed as incurred. 44 Income Taxes The Company’s provision for income taxes is comprised of a current and a deferred portion. The current income tax provision is calculated as the estimated taxes payable or refundable on tax returns for the current fiscal year. The deferred income tax provision is calculated for the estimated future tax effects attributable to temporary differences and carry-forwards using expected tax rates in effect in the years during which the differences are expected to reverse. Deferred income taxes are recognized for the tax consequences in future fiscal years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each fiscal year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. The Company has provided a valuation allowance against its U.S. and Romania deferred income tax assets since the Company believes that it is more likely than not that these deferred tax assets are not currently realizable due to uncertainty around profitability in the future. 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 that 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 of being realized upon ultimate settlement. The Company reevaluates these uncertain tax positions on a quarterly basis. This 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 includes interest and penalties related to gross unrecognized tax benefits within the provision for income taxes. See Note 13, “Income Taxes,” for further information regarding its income tax assumptions and expenses. Stock-Based Compensation The Company accounts for stock-based payment transactions using a fair value-based method and recognizes the related expense in the results of operations. Stock-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The fair value of restricted stock awards is determined by reference to the fair market value of the Company’s common stock on the date of grant. The Company uses the Black-Scholes option pricing model to estimate the fair value of option awards with service and performance conditions. For awards with service conditions only, the Company recognizes compensation cost on a straight-line basis over the requisite service/vesting period. For awards with performance conditions, estimates of compensation cost are made based on the probable outcome of the performance conditions. The cumulative effect of changes in the probability outcomes are recorded in the period in which the changes occur. Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatilities of the Company’s common stock and expected terms. The expected volatility rates are estimated based on historical and implied volatilities of the Company’s common stock. The expected term represents the average time that the options that vest are expected to be outstanding based on the vesting provisions and the Company’s historical exercise, cancellation and expiration patterns. The Company estimates pre-vesting forfeitures when recognizing compensation expense based on historical and forward-looking factors. Changes in estimated forfeiture rates and differences between estimated forfeiture rates and actual experience may result in significant, unanticipated increases or decreases in stock-based compensation expense from period to period. The termination of employment of certain employees who hold large numbers of stock-based awards may also have a significant, unanticipated impact on forfeiture experience and, therefore, on stock-based compensation expense. The Company will update these assumptions on at least an annual basis and on an interim basis if significant changes to the assumptions are warranted. The Company accounts for share-based payments made to non-employees in the same manner as other share-based payments for employees, with the measurement being based on the fair value at the grant date. The non-employee share based payments will be included within the Company's stock compensation currently reported. 45 Computation of Net Loss per Common Share Basic net loss per share (“EPS”) is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed in periods of net income, by dividing the net loss by the weighted-average number of common shares and dilutive common equivalent shares outstanding during the period, calculated using the treasury stock method. Common equivalent shares include the effect of restricted stock, exercise of stock options and warrants and contingently issuable shares. For the fiscal years ended March 31, 2024 and 2023 , common equivalent shares of 809,949 , and 1,421,771 , respectively, were not included in the calculation of diluted EPS as they were considered antidilutive. Of these, 300,000 and 1,000,000 , respectively, relate to shares associated with the derivative liability for which the contingency has not yet been met. The following table reconciles the numerators and denominators of the EPS calculation for the fiscal years ended March 31, 2024 and 2023 (in thousands except per share amounts): Fiscal year ended March 31, 2024 2023 Numerator: Net loss $ ( 11,111 ) $ ( 35,041 ) Denominator: Weighted-average shares of common stock outstanding 31,277 29,038 Weighted-average shares subject to repurchase ( 1,452 ) ( 1,190 ) Shares used in per-share calculation ― basic 29,825 27,848 Shares used in per-share calculation ― diluted 29,825 27,848 Net loss per share ― basic $ ( 0.37 ) $ ( 1.26 ) Net loss per share ― diluted $ ( 0.37 ) $ ( 1.26 ) Foreign Currency Translation The functional currency of all the Company’s foreign subsidiaries is the U.S. dollar, except for AMSC Austria, for which the local currency (Euro) is the functional currency. The assets and liabilities of AMSC Austria are translated into U.S. dollars at the exchange rate in effect at the balance sheet date and income and expense items are translated at average rates for the period. Cumulative translation adjustments are excluded from net loss and shown as a separate component of stockholders’ equity. Net foreign currency gains and losses are included in other expense, net on the consolidated statements of operations and were net losses of $ 0.7 million and $ 0.1 million, for the fiscal years ended March 31, 2024 and 2023 , respectively. The Company has no restrictions on the foreign exchange activities of its foreign subsidiaries, including the payment of dividends and other distributions. Risks and Uncertainties The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates and would impact future results of operations and cash flows. The Company invests its available cash in high credit, quality financial instruments and invests primarily in investment-grade marketable securities, including, but not limited to, government obligations, money market funds and corporate debt instruments. Several of the Company’s government contracts are being funded incrementally, and as such, are subject to the future authorization, appropriation, and availability of government funding. The Company has a history of successfully obtaining financing under incrementally-funded contracts with the U.S. government and it expects to continue to obtain additional contract modifications in the year ending March 31, 2025 and beyond as incremental funding is authorized and appropriated by the government. Contingencies From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information is known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If, with respect to a matter, it is not both probable to result in liability and the amount of loss cannot be reasonably estimated, an estimate of possible loss or range of loss is disclosed unless such an estimate cannot be made. The Company does not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. See Note 17, “Commitments and Contingencies,” for further information. Disclosure of Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, and derivatives. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, short-term debt, accounts payable, and accrued expenses due to their short nature approximate fair value at March 31, 2024 and 2023 . The estimated fair values have been determined through information obtained from market sources and management estimates. Changes in fair value are recorded to other income (expense), net. The fair value for the contingent consideration is estimated using a Monte Carlo simulation and subject to revaluation at each balance sheet date. The fair value for the warrant arrangements was historically estimated by management based on various assumptions in a lattice model and was subject to revaluation at each balance sheet date. The Company classifies the estimates used to fair value these instruments as Level 3 inputs. See Note 5, “Fair Value Measurements” for a full discussion on fair value measurements. 46 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 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 each of the fiscal years ended March 31, 2024 and 2023 , 80 % of revenue 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. 47 In the Company's service and technology development product line, there are several different types of transactions and each begins with a contract with a customer that summarizes each product sold to a customer, which typically represents distinct performance obligations. The technology development transactions are primarily for activities that have no alternative use and for which a profit can be expected throughout the life of the contract. In these cases, the revenue is recognized over time, but in the instances where the profit cannot be assured throughout the entire contract then the revenue is recognized at a point in time. Each contract's transaction price is allocated to each distinct performance obligation using the respective standalone selling price which is determined primarily using the cost plus expected margin approach. The ongoing service transactions are for service contracts that provide benefit to the customer simultaneously as the Company performs its obligations, and therefore this revenue is recognized ratably over time throughout the effective period of these contracts. The transaction prices on these contracts are allocated based on an adjusted market approach which is re-assessed annually for reasonableness. The field service transactions include contracts for delivery of goods and completion of services made at the customer's requests, which are not deemed satisfied until the work has been completed and/or the requested goods have been delivered, so all of this revenue is recognized at the point in time when the control changes, and at allocated prices based on the adjusted market approach driven by standard price lists. The royalty transactions are related to certain contract terms on transactions in the Company's equipment and systems product line based on activity as specified in the contracts. The transaction prices of these agreements are calculated based on an adjusted market approach as specified in the contract. The Company reports royalty revenue for usage-based royalties when the sales have occurred. In circumstances when collectability is not assured and a contract does not exist under ASC 606, revenue is deferred until a non-refundable payment has been received for substantially all the amount that is due and there are no further remaining performance obligations. The Company's service contracts can include a purchase order from a customer for specific goods in which each item is a distinct performance obligation satisfied at a point in time at which control of the goods is transferred to the customer. This transfer occurs based on the contracted delivery terms or when the requested service work has been completed. The transaction price for these goods is allocated based on the adjusted market approach considering similar transactions under similar circumstances. Service contracts are also derived from ongoing maintenance contracts and extended service-type warranty contracts. In these transactions, the Company is contracted to provide an ongoing service over a specified period of time. As the customer is consuming the benefits as the service is being provided the revenue is recognized over time ratably. The Company’s policy is not to accept volume discounts, product returns, or rebates and allowances within its contracts. In the event a contract was approved with any of these terms, it would be evaluated for variable consideration, estimated and recorded as a reduction of revenue in the same period the related product revenue was recorded. The Company provides assurance-type warranties on all product sales for a term of typically one to three years, and extended service-type warranties are available for purchase at the customer's option for an additional term ranging up to four additional years. The Company accrues for the estimated warranty costs for assurance warranties at the time of sale based on historical warranty experience plus any known or expected changes in warranty exposure. For all extended service-type warranties, the Company recognizes the revenue ratably over time during the effective period of the services. The Company records revenue net of sales tax, value added tax, excise tax and other taxes collected concurrent with revenue-producing activities. The Company has elected to recognize the cost for freight and shipping when control over the products sold passes to customers and revenue is recognized. The Company has elected to recognize incremental costs of obtaining a contract as expense when incurred except in contracts where the amortization period would exceed twelve months; in such cases the long term amount will be assessed for materiality. As of March 31, 2024 and 2023, 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 monitors costs to meet its obligations on its customer contracts. When it is evident that there is a loss expected on a contract, a contract loss is accrued in the period. During the year ended March 31, 2023, several long-term contracts that were acquired from Neeltran, Inc. (“Neeltran”) were impacted by higher than planned costs due to required design changes and the impact of inflation on material costs, resulting in an increase to the contract loss accrual of $ 2.7 million in the year ended March 31, 2023 which negatively impacted the Company's gross margins. At the end of March 31, 2024 these projects were completed and the contract loss accrual was relieved. 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): Year Ended March 31, 2024 Product Line: Grid Wind Equipment and systems $ 112,829 $ 21,211 Services and technology development 9,236 2,363 Total $ 122,065 $ 23,574 Region: Americas $ 107,036 $ 102 Asia Pacific 9,768 23,404 EMEA 5,261 68 Total $ 122,065 $ 23,574 Year Ended March 31, 2023 Product Line: Grid Wind Equipment and systems $ 88,311 $ 9,282 Services and technology development 6,320 2,071 Total $ 94,631 $ 11,353 Region: Americas $ 67,664 $ 19 Asia Pacific 20,326 11,199 EMEA 6,641 135 Total $ 94,631 $ 11,353 48 In the fiscal years ended March 31, 2024 , and 2023 , 37 % and 45 % of the Company’s revenues, respectively, were recognized from sales outside the United States. The Company maintains operations in Austria and the United States and sales and service support centers around the world. As of March 31, 2024 and March 31, 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 “De ferred program costs” (see Note 6, “Accounts Receivable” and Note 7, “Inventory” for a reconciliation to the consolidated balance sheets) and "Contract liabilities", which are included in the current portion and long term portion of “Deferred revenue” in the Company’s consolidated balance sheets, are as follows (in thousands): Unbilled AR Deferred Program Costs Contract Liabilities Ending balance as of March 31, 2023 $ 9,958 $ 2,136 $ 50,760 Increases for costs incurred to fulfill performance obligations — 4,411 — Increase (decrease) due to customer billings ( 20,392 ) — 77,685 Decrease due to cost recognition on completed performance obligations — ( 4,021 ) — Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations 16,572 — ( 70,529 ) Other changes and foreign currency exchange impact 12 ( 3 ) ( 87 ) Ending balance as of March 31, 2024 $ 6,150 $ 2,523 $ 57,829 Unbilled AR Deferred Program Costs Contract Liabilities Beginning balance as of March 31, 2022 $ 6,492 $ 858 $ 30,034 Increases for costs incurred to fulfill performance obligations — 2,476 — Increase (decrease) due to customer billings ( 14,373 ) — 77,489 Decrease due to cost recognition on completed performance obligations — ( 1,189 ) — Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations 17,839 — ( 56,643 ) Other changes and foreign currency exchange impact — ( 9 ) ( 120 ) Ending balance as of March 31, 2023 $ 9,958 $ 2,136 $ 50,760 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 March 31, 2024 , the Company had outstanding performance obligations on existing contracts under ASC 606 to be recognized in the next twelve months of approximately $ 139.9 million. There are also approximately $ 23.7 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 reasona bly estimated. The following table sets forth customers who represented 10% or more of the Company’s total revenues for the years ended March 31, 2024 and 2023 : Year Ended Reportable March 31, Segment 2024 2023 Inox Wind Limited Wind 13 % <10% Fuji Bridex Pte Ltd Grid <10% 15 % 4. Goodwill The guidance under ASC 805 - 30, Business Combinations , provides for the recognition of goodwill on the acquisition date measured as the excess of the aggregate consideration transferred over the net of the acquisition date amounts of net assets acquired and liabilities assumed. The Company's goodwill balance relates to the Neeltran acquisition in fiscal 2021, the NEPSI acquisition in fiscal 2020, and Infinia Technology Corporation acquisition in fiscal 2017 and is reported in the Grid business segment. Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized but reviewed for impairment. Goodwill is reviewed annually on February 28th and whenever events or changes in circumstances indicate that the carrying value of the goodwill might not be recoverable. There were no changes to Goodwill during either of the fiscal years ended March 31, 2024 and 2023 . The Company performed its annual assessment of goodwill on February 29, 2024 and noted no triggering events from the analysis date to March 31, 2024 and determined that there was no impairment to goodwill. Additionally, no impairment resulted from the assessment performed in the fiscal year ended March 31, 2023 . 49 5. 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 year ended March 31, 2024 . A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Valuation Techniques Cash Equivalents Cash equivalents consist of highly liquid instruments with maturities of three months or less that are regarded as high quality, low risk investments and are measured using such inputs as quoted prices, and are classified within Level 1 of the valuation hierarchy. Cash equivalents consist principally of certificates of deposits and money market accounts. Contingent Consideration Contingent consideration relates to the earnout payment set forth in the Stock Purchase Agreement governing the acquisition of Northeast Power Systems, Inc ("NEPSI") that provides that the selling stockholders may receive up to an additional 1,000,000 shares of common stock of the Company upon the achievement of certain specified revenue objectives over varying periods of up to four years following the NEPSI Acquisition Date which conclude in September of 2024. See Note 12, "Contingent Consideration" for further discussion. The Company relied on a Monte Carlo method to determine the fair value of the contingent consideration on the closing of the acquisition of NEPSI and continues to revalue the fair value of the contingent consideration using the same method at each subsequent balance sheet date until the contingencies are resolved and the shares to be issued are determined, with the change in fair value recorded in the current period operating loss. The following table provides the assets and liabilities carried at fair value on a recurring basis, measured as of March 31, 2024 and 2023 (in thousands): 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 Total Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) March 31, 2023: Assets: Cash equivalents $ 7,913 $ 7,913 $ — $ — Derivative liabilities: Contingent Consideration $ 1,270 $ — $ — $ 1,270 50 The table below reflects the activity for the Company’s contingent consideration derivative liability measured at fair value on a recurring basis (in thousands): Acquisition Contingent Consideration Balance at March 31, 2022 $ 1,200 Change in fair value 70 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 6. Accounts Receivable Accounts receivable at March 31, 2024 and March 31, 2023 consisted of the following (in thousands): March 31, 2024 March 31, 2023 Accounts receivable (billed) $ 20,175 $ 20,707 Accounts receivable (unbilled) 6,150 9,958 Accounts receivable $ 26,325 $ 30,665 7. Inventory Inventory, net of reserves, at March 31, 2024 and March 31, 2023 consisted of the following (in thousands): March 31, 2024 March 31, 2023 Raw materials $ 20,622 $ 16,654 Work-in-process 14,872 15,200 Finished goods 3,840 2,996 Deferred program costs 2,523 2,136 Inventory $ 41,857 $ 36,986 The Company recorded inventory write-downs of $ 2.0 million and $ 1.5 million for the fiscal years ended March 31, 2024 and 2023 , respectively. These write-downs were based on the Company's evaluation on its inventory on hand for excess quantities and obsolescence. Deferred program costs as of March 31, 2024 and March 31, 2023 primarily represent costs incurred on programs where the Company needs to complete performance obligations before the related revenue and costs will be recognized. 51 8. 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 is 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. The remaining balance is expected to be received during fiscal 2024. 9. Property, Plant and Equipment The cost and accumulated depreciation of property, plant and equipment at March 31, 2024 and 2023 are as follows (in thousands): March 31, 2024 March 31, 2023 Land $ 980 $ 980 Construction in progress - equipment 226 748 Buildings 5,416 5,416 Equipment and software 44,095 43,156 Finance lease - right of use asset — 1 Furniture and fixtures 1,526 1,535 Leasehold improvements 6,990 6,815 Property, plant and equipment, gross 59,233 58,651 Less accumulated depreciation ( 48,372 ) ( 46,342 ) Property, plant and equipment, net $ 10,861 $ 12,309 Depreciation expense was $ 2.3 million and $ 2.6 million, for the fiscal years ended March 31, 2024 and 2023 , respectively. 52 10. Intangible Assets Intangible assets at March 31, 2024 and 2023 consisted of the following (in thousands): 2024 2023 Gross Amount Accumulated Amortization Net Book Value Gross Amount Accumulated Amortization Net Book Value Estimated Useful Life Backlog 681 ( 681 ) — 681 ( 675 ) 6 2 Trade names and trademarks 1,800 — 1,800 1,800 — 1,800 Indefinite Customer relationships 9,600 ( 6,649 ) 2,951 9,600 ( 4,980 ) 4,620 7 Core technology and know-how 5,970 ( 4,352 ) 1,618 5,970 ( 3,869 ) 2,101 5 - 10 Intangible assets $ 18,051 $ ( 11,682 ) $ 6,369 $ 18,051 $ ( 9,524 ) $ 8,527 The Company recorded intangible amortization expense of $ 2.2 million and $ 2.8 million, for the fiscal years ended March 31, 2024 and 2023 , respectively. Additionally, the Company recorded less than $ 0.1 million related to intangible amortization related to backlog that is reported in cost of revenues for both the fiscal years ended March 31, 2024 and 2023 . Expected future amortization expense related to intangible assets is as follows (in thousands): Fiscal years ending March 31, Total 2025 $ 1,648 2026 1,221 2027 1,085 2028 543 2029 72 Total $ 4,569 The Company's intangible assets relate entirely to the Grid business segment operations in the United States. 53 11. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses at March 31, 2024 and March 31, 2023 consisted of the following (in thousands): March 31, 2024 March 31, 2023 Accounts payable $ 4,476 $ 13,935 Accrued inventories in-transit 539 2,267 Accrued other miscellaneous expenses 2,366 2,662 Accrued contract loss 97 3,464 Advanced deposits 2,270 5,653 Accrued compensation 10,326 5,430 Income taxes payable 346 409 Accrued product warranty 2,363 2,638 Accrued commissions 1,452 1,208 Accrued restructuring — 717 Total $ 24,235 $ 38,383 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): Fiscal Years Ended March 31, 2024 2023 Balance at beginning of period $ 2,638 $ 2,066 Provisions for warranties during the period 1,751 2,276 Settlements during the period ( 2,026 ) ( 1,704 ) Balance at end of period $ 2,363 $ 2,638 12. Contingent Consideration Contingent Consideration On October 1, 2020 ( the "NEPSI Acquisition Date"), the Company entered into a Stock Purchase Agreement (the "NEPSI Stock Purchase Agreement") with the selling stockholders named therein. Pursuant to the terms of the NEPSI Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding (i) shares of capital stock of NEPSI, and (ii) membership interests of Northeast Power Realty, LLC, a New York limited liability company, which holds the real property that serves as NEPSI's headquarters (the "NEPSI Acquisition"). NEPSI is a U.S.-based global provider of medium-voltage metal-enclosed power capacitor banks and harmonic filter banks for use on electric power systems. NEPSI is a wholly-owned subsidiary of the Company and is operated by its Grid business unit. The purchase price was $ 26.0 million in cash and 873,657 restricted shares of common stock of the Company. As part of the transaction, the selling stockholders may receive up to an additional 1,000,000 shares of common stock of the Company upon the achievement of certain specified revenue objectives during varying periods of up to four years following closing of the NEPSI Acquisition. The Company evaluated the NEPSI Acquisition earnout payment set forth in the NEPSI Stock Purchase Agreement, which is expected to require settlement in the Company's common stock, and determined the contingent consideration qualified for liability classification and derivative treatment under ASC 815, Derivatives and Hedging . As a result, for each period, the fair value of the contingent consideration will be remeasured and the resulting gain or loss will be recognized in operating expenses until the share amount is fixed. The 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: Fiscal Year 2023 March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023 Revenue risk premium 5.50 % 5.70 % 5.30 % 5.20 % Revenue volatility 24.8 % 24.8 % 27.5 % 23 % Stock Price $ 13.51 $ 11.14 $ 7.55 $ 6.26 Payment delay (days) 80 80 80 80 Fair value (millions) $ 3.1 $ 1.2 $ 3.5 $ 2.6 Fiscal Year 2022 March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 Revenue risk premium 5.30 % 5.30 % 5.20 % 6.60 % Revenue volatility 25 % 25 % 25 % 30 % Stock Price $ 4.91 $ 3.68 $ 4.38 $ 5.18 Payment delay (days) 80 80 80 80 Fair value (millions) $ 1.3 $ 0.9 $ 1.1 $ 1.4 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 at a fair value of $ 3.1 million in the twelve months ended March 31, 2024 . One specified revenue objective, which would have earned the selling stockholders 300,000 shares of Company common stock, was not achieved, leaving 300,000 shares of common stock remaining for potential issuance upon the achievement of the last specified revenue objective by September 30, 2024. The Company recorded a loss of $ 4.9 million for the increase in the fair value of the contingent consideration in the year ended March 31, 2024 . The Company recorded a loss of $ 0.1 million for the increase in the fair value of the contingent consideration in the year ended March 31, 2023 . 54 13. Income Taxes (Loss) income before income taxes for the fiscal years ended March 31, 2024 , and 2023 are provided in the table as follows (in thousands): Fiscal years ended March 31, 2024 2023 Income/(Loss) before income tax expense: U.S. $ ( 11,503 ) $ ( 33,924 ) Foreign 701 ( 902 ) Total $ ( 10,802 ) $ ( 34,826 ) The components of income tax expense attributable to continuing operations consist of the following (in thousands): Fiscal years ended March 31, 2024 2023 Current Federal $ 150 $ 62 Foreign 94 129 Total current 244 191 Deferred Federal 56 ( 54 ) Foreign 9 78 Total deferred 65 24 Income tax expense $ 309 $ 215 55 The reconciliation between the statutory federal income tax rate and the Company’s effective income tax rate is shown below. Fiscal years ended March 31, 2024 2023 Statutory federal income tax rate ( 21 )% ( 21 )% State income taxes, net of federal benefit ( 7 ) ( 2 ) Foreign income tax rate differential ( 2 ) 0 Research and development tax credit ( 4 ) 0 Mark to market adjustment on contigent consideration ( 10 ) 0 True-up of NOLs ( 58 ) 34 Other ( 4 ) 1 Valuation allowance 60 ( 9 ) Effective income tax rate 3 % 1 % The following is a summary of the principal components of the Company’s deferred tax assets and liabilities (in thousands): March 31, 2024 March 31, 2023 Deferred tax assets: Net operating loss carryforwards $ 155,714 $ 163,674 Research and development and other tax credit carryforwards 12,790 13,837 Capitalized research and development costs 3,514 2,186 Accruals and reserves 6,522 5,644 Fixed assets and intangible assets 639 638 Other 1,665 1,993 Gross deferred tax assets 180,844 187,972 Valuation allowance ( 177,112 ) ( 183,567 ) Total deferred tax assets 3,732 4,405 Deferred tax liabilities: Amortization ( 1,492 ) ( 2,011 ) Other ( 1,421 ) ( 1,523 ) Total deferred tax liabilities ( 2,913 ) ( 3,534 ) Net deferred tax assets $ 819 $ 871 56 Under the Tax Cuts and Jobs Act of 2017, taxpayers are required to capitalize and amortize expenses related for research and experimental as classified under Section 174 beginning in 2022. Amortization recovery for such costs are five years for domestic expenditures and fifteen for foreign expenditures. As of March 31, 2024 , the Company had approximately $ 18.4 million of research and experimental expenses that had been capitalized under Section 174. The Company has provided a full valuation allowance against its net deferred income tax assets in the U.S. and Romania since it is more likely than not that its deferred tax assets will not be realizable. After consideration of all the available evidence, both positive and negative, the Company has determined tha t a $ 177.1 million valuation allowance at March 31, 2024 is necessary to reduce the deferred tax assets to the amount that will more likely than not be realized which is a $ 6.5 million decrease from the $ 183.6 valuation allowance as of March 31, 2023 . At March 31, 2024 , the Company had aggregate net operating loss carryforwards in the U.S. for federal and state income tax purposes of approximately $ 682.7 million and $ 197.2 m illion, respectively, which expire in the years ending March 31, 2025 through 2040. For U.S. federal tax purpose, approximately $ 103.1 million of federal net operating losses have an indefinite carryforward period. Included in the U.S. net operating loss are $ 3.5 million of acquired losses from Power Quality Systems, Inc. and $ 0.3 million of acquired losses from Infinia Technology Corporation. Research and development and other tax credit carryforwards amounting to approximately $ 10.6 million and $ 2.8 million are availab le to offset federal and state income taxes, respectively, and will expire in the years ending 2025 through 2041. During the year ended March 31, 2023, AMSC China was dissolved, so all deferred tax assets for AMSC China have been written off as of March 31, 2023. As of March 31, 2024 , AMSC Romania has aggregate net operating loss carryforwards of approximately $ 0.6 million, which will begin to expire at March 31, 2028. Section 382 of the U.S. Internal Revenue Code of 1986, as amended (the “IRC”), provides limits on the extent to which a corporation that has undergone an ownership change (as defined) can utilize any net operating loss ("NOL") and general business tax credit carryforwards it may have. The Company updated its study in fiscal 2023 to determine whether Section 382 could limit the use of its carryforwards in this manner. After completing this study, the Company has concluded that the limitation will not have a material impact on its ability to utilize its NOL carryforwards. If there were material ownership changes subsequent to the study, such changes could limit the Company's ability to utilize its NOL carryforwards. The total amount of undistributed foreign earnings available to be repatriated at March 31, 2024 was $ 2.2 million resulting in the recording of a $ 0.3 million deferred tax liability for foreign withholding taxes. The Company has not recorded a deferred tax asset for the temporary difference associated with the excess of the tax greater than the book basis in its Romanian subsidiary as the future tax benefit is not expected to reverse in the foreseeable future. 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 that 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 of being realized upon ultimate settlement. The Company reevaluates these uncertain tax positions on a quarterly basis. This 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 at March 31, 2024 . The Company did not have any gross unrecognized tax benefits at March 31, 2024 or 2023 . There were no reversals of uncertain tax positions in the fiscal years ended March 31, 2024 and 2023 . The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes. Any unrecognized tax benefits, if recognized, would favorably affect its effective tax rate in any future period. The Company does not expect that the amounts of unrecognized benefits will change significantly within the next twelve months. The Company conducts business globally and, as a result, its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. Major tax jurisdictions include the U.S. and Austria. All U.S. income tax filings for fiscal years ended March 31, 1997 through 2023 remain open and subject to examination. All fiscal years from the fiscal year ended March 31, 2022 through 2024 remain open and subject to examination in Austria. Tax filings in Romania for the fiscal years ended March 31, 2019 through 2024 remain open and subject to examination. 57 14. Debt As part of the acquisition of Neeltran, the Company identified four equipment financing agreements that Neeltran had entered into prior to the acquisition of Neeltran on May 6, 2021. The current debt balance is less than $ 0.1 million, as of March 31, 2024 , and current and long-term debt balance was $ 0.1 million as of March 31, 2023 . 15. Leases Operating Leases All significant lease arrangements are recognized at lease commencement. Operating lease right–of-use assets and lease liabilities are recognized at commencement. The operating lease right-of-use asset includes any lease payments related to initial direct cost and prepayments and excludes any lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company enters into a variety of operating lease agreements through the normal course of its business, but primarily real estate leases to support its operations. The real estate lease agreements generally provide for fixed minimum rental payments and the payment of real estate taxes and insurance. Many of these real estate leases have one or more renewal options that allow the Company, at its discretion, to renew the lease for varying periods up to five years or to terminate the lease. Only renewal options or termination rights that the Company believed were likely to be exercised were included in the lease calculations. The Company also enters into leases for vehicles, IT equipment and service agreements, and other leases related to its manufacturing operations that are also included in the right-of-use assets and lease liability accounts if they are for a term of longer than twelve months. However, many of these leases are either short-term in nature or immaterial. The Company has made the policy election to exclude short-term leases from the consolidated balance sheets. Finance  Leases 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 consolidated statement of operations. Supplemental balance sheet information related to leases at March 31, 2024 and 2023 are as follows (in thousands): March 31, 2024 March 31, 2023 Leases: Right-of-use assets - Financing $ — $ 1 Right-of-use assets - Operating 2,557 2,857 Total right-of-use assets $ 2,557 $ 2,858 Lease liabilities - ST Financing $ — $ 1 Lease liabilities - ST Operating 716 807 Lease liabilities - LT Financing — — Lease liabilities - LT Operating 1,968 2,184 Total lease liabilities $ 2,684 $ 2,992 Weighted-average remaining lease term 3.49 3.95 Weighted-average discount rate 9.83 % 6.46 % The costs related to the Company's finance lease are not material. The costs related to the Company's operating leases for the fiscal years ended March 31, 2024 and 2023 , are as follows (in thousands): Year ended Year ended March 31, 2024 March 31, 2023 Operating Lease: Operating lease costs - fixed $ 1,023 $ 1,026 Operating lease costs - variable 158 156 Short-term lease costs 149 127 Total lease costs $ 1,330 $ 1,309 58 The Company’s estimated minimum future lease obligations under the Company's leases are as follows: Operating Leases Year ended March 31, 2025 $ 936 2026 893 2027 750 2028 493 2029 102 Total minimum lease payments 3,174 Less: interest ( 490 ) Present value of lease liabilities $ 2,684 16. Stockholders’ Equity Stock-Based Compensation Plans As of March 31, 2024 , the Company had two active stock plans: the Amended and Restated 2007 Director Stock Plan (the “2007 Director Plan”) and the 2022 Stock Incentive Plan (the "2022 Plan"). On August 2, 2022, the Company's stockholders approved the 2022 Plan and amendments to the Company's 2007 Director Plan. The 2022 Plan authorizes the issuance of 1,150,000 shares of common stock. The amendment to the 2007 Director Plan increased the total number of shares of common stock authorized for issuance under the 2007 Director Plan from 280,000 shares to 430,000 shares. The 2022 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the IRC of 1986, as amended, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. In the case of options, the exercise price is no less than the fair market value of the common stock, as determined by (or in a manner approved by) the Board of Directors, on the date of grant. The contractual life of options is generally 10 years. Options generally vest over a 3 - 5 year period while restricted stock generally vests over a 3 year period. The 2022 Plan replaced the Company’s 2007 Stock Incentive Plan, as amended (the “2007 Plan”). No further awards are granted under the 2007 Plan following effectiveness of the 2022 Plan; however, the terms and conditions of the 2007 Plan continue to govern any outstanding awards granted thereunder. The 2007 Director Plan provides for the grant of nonstatutory stock options and stock awards to members of the Board of Directors who are not also employees of the Company ("outside directors"). Under the terms of the 2007 Director Plan, each outside director is granted an option to purchase shares of common stock with an aggregate grant date value equal to $ 40,000 upon his or her initial election to the Board with an exercise price equal to the fair market value of the Company’s common stock on the date of the grant. These options vest in equal annual installments over a two -year period. In addition, each outside director is granted an award of shares of common stock on the third business day following the last day of each fiscal year with an aggregate value equal to $ 50,000 using the closing price of the Company's common stock two business days following the last day of each fiscal year, subject to proration for any partial fiscal year of service. As of March 31, 2024 , the 2022 Plan had 70,162 shares available for future issuance, and the 2007 Director Plan had 122,796 shares available for future issuance. Additionally, any shares which are subject to awards previously granted under the 2007 Plan that are forfeited or lapse unexercised and which following the effectiveness of the 2022 Plan are not issued under the 2007 Plan will become available for issuance under the 2022 Plan. Stock-Based Compensation The components of stock-based compensation for the years ended March 31, 2024 and 2023 were as follows (in thousands): Fiscal years ended March 31, 2024 2023 Stock options $ 40 $ 32 Restricted stock and stock awards 4,563 4,656 Employee stock purchase plan 49 41 Total stock-based compensation expense $ 4,652 $ 4,729 The estimated fair value of the Company’s stock-based awards, less expected annual forfeitures, is amortized over the awards’ service period. The total unrecognized compensation cost for unvested outstanding stock options was less than $ 0.1 million as of March 31, 2024 . The total unrecognized compensation cost for unvested outstanding restricted stock was $ 4.7 million as of March 31, 2024 . This expense will be recognized over a weighted-average expense period of approximately 1.6 years. The following table summarizes stock-based compensation expense by financial statement line item for the fiscal years ended March 31, 2024 and 2023 (in thousands): Fiscal years ended March 31, 2024 2023 Cost of revenues $ 293 $ 283 Research and development 627 865 Selling, general and administrative 3,732 3,581 Total $ 4,652 $ 4,729 59 The following table summarizes the information concerning currently outstanding and exercisable employee and non-employee options: Options / Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (thousands) Outstanding at March 31, 2023 81,205 $ 16.92 Granted — — Exercised — — Canceled/forfeited ( 44,999 ) 24.95 Outstanding at March 31, 2024 36,206 $ 6.94 6.2 $ 238 Exercisable at March 31, 2024 25,924 $ 7.34 5.4 $ 160 Fully vested and expected to vest at March 31, 2024 36,107 $ 6.94 6.2 $ 237 The Company did not grant any stock options under the 2007 Director Plan nor under the 2022 Plan during the fiscal year ended March 31, 2024 . The Company granted 20,564 stock options under the 2007 Director Plan during the fiscal year ended March 31, 2023 . The stock options granted during the fiscal year ended March 31, 2023 will vest over 2 years. The weighted average assumptions used in the Black Scholes valuation model for stock options granted during the fiscal year ended March 31, 2023 are as follows: Expected volatility 71.4 % Risk-free interest rate 3.1 % Expected life (years) 6.1 Dividend yield None The following table summarizes the restricted stock activity for the year ended March 31, 2024 : Shares Weighted Average Grant Date Fair Value Intrinsic Aggregate Value (thousands) Outstanding at March 31, 2023 1,477,999 $ 6.89 Granted 735,175 6.57 Vested ( 735,267 ) 6.83 Forfeited ( 52,253 ) 7.31 Outstanding at March 31, 2024 1,425,654 $ 6.74 $ 19,261 The total fair value of restricted stock that was granted during the fiscal years ended March 31, 2024 and 2023 was $ 4.8 million and $ 4.7 million, respectively. The total fair value of restricted stock that vested during the fiscal years ended March 31, 2024 and 2023 was $ 4.5 million and $ 2.6 million, respectively. There we r e 213,000 perfor mance-based restricted shares awarded during th e fiscal year ended March 31, 2024 for which the performance conditions are deemed probable to be met and the expense is being recorded over a three -year vesting period. There were 200,000 performance-based restricted shares awarded during the fiscal year ended March 31, 2023 for which the performance conditions are deemed probable to be met and the expense is being recorded over a three -year vesting period. The remaining shares awarded vest upon the passage of time. For awards that vest upon the passage of time, expense is being recorded over the vesting period. Employee Stock Purchase Plan The Company maintains the 2000 Employee Stock Purchase Plan, as amended (the "ESPP") which provides employees with the opportunity to purchase shares of common stock at a price equal to the market value of the common stock at the end of the offering period, less a 15 % purchase discount. As of March 31, 2024 , the ESPP had 66,221 shares available for future issuance. The Company recognized less than $ 0.1 million of compensation expense for both the fiscal years ended March 31, 2024 and 2023 , related to the ESPP. 60 17. Commitments and Contingencies Purchase Commitments The Company periodically enters into non-cancelable purchase contracts in order to ensure the availability of materials to support production of its products. Purchase commitments represent enforceable and legally binding agreements with suppliers to purchase goods or services. The Company periodically assesses the need to provide for impairment on these purchase contracts and records a loss on purchase commitments when required. Lease Commitments During the years ended March 31, 2024 and 2023 , all lease costs were recorded in selling, general and administrative expense. See Note 15, "Leases" for further details. 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 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 consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its 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 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. As of March 31, 2023 , the Company had $ 0.6 million of restricted cash included in long term assets and $ 1.7 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. 61 18. Employee Benefit Plans The Company has implemented a defined contribution plan (the “Plan”) under Section 401 (k) of the IRC. Any contributions made by the Company to the Plan are discretionary. The Company has a stock match program under which the Company matched, in the form of Company common stock, 50 % of the first 6 % of eligible contributions. The Company recorded expenses of $ 0.6 million in each of the fiscal years ended March 31, 2024 and 2023 , and recorded corresponding charges to additional paid-in capital related to this program. 19. Restructuring The Company accounts for charges resulting from operational restructuring actions in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC 420” ) and ASC Topic 712, Compensation — Nonretirement Postemployment Benefits (“ASC 712” ). In accounting for these obligations, the Company is required to make assumptions related to the amounts of employee severance, benefits, and related costs and the time period over which leased facilities will remain vacant, sublease terms, sublease rates and discount rates. Estimates and assumptions are based on the best information available at the time the obligation arises. These estimates are reviewed and revised as facts and circumstances dictate; changes in these estimates could have a material effect on the amount accrued on the consolidated balance sheets. On January 24, 2023, the Company approved a plan to reduce its global workforce by approximately 5 %, effective as of such date. The purpose of the workforce reduction was to reduce operating expenses to better align with the Company’s current revenues. In fiscal 2022, the Company recorded restructuring charges of $ 1.0 million as a result of this reduction in force, which was comprised of severance pay. All amounts related to these restructuring activities have been paid as of March 31, 2024 . The following table presents restructuring charges and cash payments during the year ended March 31, 2024 and 2023 (in thousands): Severance pay and benefits Accrued restructuring balance at April 1, 2023 $ 717 Recoveries to operations ( 14 ) Cash payments ( 703 ) Accrued restructuring balance at March 31, 2024 $ — Accrued restructuring balance at April 1, 2022 $ — Charges to operations 1,048 Cash payments ( 331 ) Accrued restructuring balance at March 31, 2023 $ 717 All restructuring charges discussed above are included within restructuring in the Company’s consolidated statements of operations. The Company includes accrued restructuring within accounts payable and accrued expenses in the consolidated balance sheets. The Company's restructuring charges relate primarily to the Grid business segment operations in the United States. 20. 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): Fiscal Years Ended March 31, 2024 2023 Revenues: Grid $ 122,065 $ 94,631 Wind 23,574 11,353 Total $ 145,639 $ 105,984 Fiscal Years Ended March 31, 2024 2023 Operating income (loss): Grid $ ( 2,754 ) $ ( 24,615 ) Wind 946 ( 2,547 ) Unallocated corporate expenses ( 9,560 ) ( 5,847 ) Total $ ( 11,368 ) $ ( 33,009 ) Total assets for the two business segments as of March 31, 2024 and March 31, 2023 are as follows (in thousands): March 31, 2024 March 31, 2023 Grid $ 125,878 $ 135,296 Wind 14,733 14,361 Corporate assets 92,160 25,904 Total $ 232,771 $ 175,561 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. 62 Unallocated corporate expenses primarily consist of a loss on contingent consideration of $ 4.9 million, and stock-based compensation expense of $ 4.7 million in the fiscal year ended March 31, 2024 . Unallocated corporate expenses consist of a loss on contingent consideration of $ 0.1 million, stock-based compensation expense of $ 4.7 million and a restructuring charge of $ 1.0 million in the year ended March 31, 2023 . Geographic information about property, plant and equipment associated with particular regions is as follows (in thousands): March 31, 2024 2023 North America $ 10,679 $ 12,125 Europe 149 141 Asia Pacific 33 43 Total $ 10,861 $ 12,309 21. Recent Accounting Pronouncements In June 2016 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016 - 13, Financial Instruments-Credit Losses (Topic 326 ): Measurement of Credit Losses on Financial Instruments . The amendments in ASU 2016 - 13 will provide more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Following the release of ASU 2019 - 10 in November 2019, the effective date, as long as the Company remained a smaller reporting company, was annual reporting periods beginning after December 15, 2022. As of April 1, 2023, the Company has adopted ASU 2016 - 13 and noted no material impact on its consolidated financial statements. In October 2021, the FASB issued ASU 2021 - 08, Business Combinations (Topic 805 ): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The amendments in ASU 2021 - 08 will improve the accounting for acquired revenue contracts with customers in a business combination. Following the release of ASU 2021 - 08 in October 2021, the effective date was annual reporting periods beginning after December 15, 2022. As of April 1, 2023, the Company has adopted ASU 2021 - 08 and noted no material impact on its consolidated financial statements. 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 March 31, 2024 , the Company is evaluating the impact on its 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 March 31, 2024 , the Company is evaluating the impact on its 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 March 31, 2024, the Company is evaluating any material impact on its consolidated financial statements. 22. Subsequent Events The Company has performed an evaluation of subsequent events through the time of filing this Annual Report on Form 10 -K with the SEC, and has determined that there are no such events to report. 63 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.