What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-07-30 · 221 added, 126 removed, 638 unchanged (35% of the section changed)

2 unchanged sentences

(In thousands)

June 30, 2025

September 30, 2025

March 31, 2025

37 unchanged sentences

Common stock, $ 0.01 par value, 75,000,000 shares authorized;

45,564,273 and 39,887,536 shares issued and 45,160,922 and 39,484,185 shares outstanding at June 30, 2025 and March 31, 2025, respectively

45,590,140 and 39,887,536 shares issued and 45,186,789 and 39,484,185 shares outstanding at September 30, 2025 and March 31, 2025, respectively

Additional paid-in capital

1,393,266 1,259,540

Treasury stock, at cost, 403,351 at June 30, 2025 and March 31, 2025

Treasury stock, at cost, 403,351 at September 30, 2025 and March 31, 2025

( 3,765 ) ( 3,765 )

11 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

$ 65,862 $ 54,471 $ 138,220 $ 94,761

4 unchanged sentences

Research and development

3,729 2,646 8,033 4,931

Selling, general and administrative

13,408 10,525 27,611 19,423

Amortization of acquisition-related intangibles

337 433 674 845

Change in fair value of contingent consideration

— 2,762 — 6,682

Total operating expenses

3 unchanged sentences

Interest income, net

Other income (expense), net

Income (loss) before income tax expense

2,269 979 3,201 2,099

Income tax expense

Net income (loss)

Other expense, net

( 367 ) ( 329 ) ( 21 ) ( 489 )

Net income (loss) per common share

Income (loss) before income tax expense (benefit)

4,867 ( 103 ) 11,790 ( 2,433 )

Income tax expense (benefit)

117 ( 4,990 ) 316 ( 4,796 )

Weighted average number of common shares outstanding

$ 4,750 $ 4,887 $ 11,474 $ 2,363

Net income per share of common stock

$ 0.11 $ 0.13 $ 0.28 $ 0.07

$ 0.11 $ 0.13 $ 0.27 $ 0.06

Weighted average number of shares of common stock outstanding

43,242 36,952 41,070 36,317

44,210 37,499 41,988 36,951

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

AMERICAN SUPERCONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three Months Ended

Net income (loss)

Six Months Ended

September 30,

$ 4,750 $ 4,887 $ 11,474 $ 2,363

Other comprehensive gain (loss), net of tax:

Foreign currency translation (loss) gain

Total other comprehensive (loss) gain, net of tax

Comprehensive income (loss)

Other comprehensive loss, net of tax:

Foreign currency translation loss

Total other comprehensive loss, net of tax

Comprehensive income

$ 4,748 $ 4,799 $ 11,285 $ 2,290

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE Three Months Ended June 30, 2025 AND 2024

FOR THE Three and Six Months Ended September 30, 2025 AND 2024

(In thousands)

3 unchanged sentences

Treasury Stock

Comprehensive Income (Loss)

Comprehensive Loss

Accumulated Deficit

15 unchanged sentences

45,564 $ 456 $ 1,388,948 $ ( 3,765 ) $ 1,378 $ ( 1,053,901 ) $ 333,116

Accumulated Other Total

Number of Shares Par Value Paid-in Capital Treasury Stock Comprehensive Income Accumulated Deficit Stockholders' Equity

Balance at March 31, 2024

Exercise of stock options

10 — 66 — — — 66

Issuance of common stock – restricted shares

Issuance of common stock – restricted shares, net of forfeited shares

7 — — — — — —

Issuance of common stock – ESPP

3 — 176 — — — 176

Stock-based compensation expense

2 unchanged sentences

6 — 310 — — — 310

Repurchase of treasury stock

— — — ( 126 ) — — ( 126 )

Cumulative translation adjustment

1 unchanged sentence

— — — — — 4,750 4,750

Balance at June 30, 2024

Balance at September 30, 2025

45,590 $ 456 $ 1,393,266 $ ( 3,765 ) $ 1,376 $ ( 1,049,151 ) $ 342,182

Accumulated Other

Number of Shares

Paid-in Capital

Treasury Stock

Comprehensive Income (Loss)

Accumulated Deficit

Stockholders' Equity

Balance at March 31, 2024

Issuance of common stock – restricted shares, net of forfeited shares

Stock-based compensation expense

Issuance of common stock for 401(k) match

Repurchase of treasury stock

Cumulative translation adjustment

Balance at June 30, 2024

Issuance of common stock – ESPP

Issuance of common stock – restricted shares, net of forfeited shares

Stock-based compensation expense

Issuance of common stock for 401(k) match

Issuance of common stock - Megatran acquisition, net of offering expenses

Issuance of common stock to settle contingent consideration

Cumulative translation adjustment

Balance at September 30, 2024

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

2 unchanged sentences

(In thousands)

Three Months Ended June 30,

Six Months Ended September 30,

Cash flows from operating activities:

Net income (loss)

$ 11,474 $ 2,363

Adjustments to reconcile net income (loss) to net cash provided by operations:

Adjustments to reconcile net income to net cash provided by operations:

Depreciation and amortization

9 unchanged sentences

( 5,982 ) ( 6,672 )

( 1,046 ) ( 3,799 )

Prepaid expenses and other assets

7 unchanged sentences

Net cash provided by operating activities

10,612 16,121

Cash flows from investing activities:

1 unchanged sentence

( 2,206 ) ( 852 )

Cash paid to settle Megatran contingent consideration liability

Cash paid for Megatran Acquisition, net of cash acquired

Change in other assets

2 unchanged sentences

Cash flows from financing activities:

Repurchase of treasury stock

Repayment of debt

Employee taxes paid related to net settlement of equity awards

Proceeds from exercise of employee stock options and ESPP

Proceeds from public equity offering, net of offering expenses

2 unchanged sentences

Effect of exchange rate changes on cash

Net increase in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

133,375 ( 17,494 )

6 unchanged sentences

Non-cash investing and financing activities

Issuance of common stock in connection with the purchase of Megatran

Issuance of common stock to settle contingent consideration

Right-of-use assets obtained in exchange for new lease obligations

$ 451 $ 1,730

Issuance of common stock to settle 401k match liabilities

13 unchanged sentences

The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP.

The unaudited condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim periods ended June 30, 2025 and 2024 , and the financial position at June 30, 2025 ;

The unaudited condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim periods ended September 30, 2025 and 2024 , and the financial position at September 30, 2025 ;

however, these results are not necessarily indicative of results which may be expected for the full year.

40 unchanged sentences

Goodwill recognized in the NWL Acquisition is not deductible for tax purposes.

This purchase price allocation is preliminary and has not been finalized as the analysis on the assets and liabilities acquired, primarily the tax related liability may require further adjustments to our purchase accounting that could result in a measurement period adjustment that would impact the Company's reported net assets and goodwill as of August 1, 2024.

Material changes, if any, to the preliminary allocation summarized above will be reported once the related uncertainties are resolved, but no later than August 1, 2025.

Unaudited Pro Forma Operating Results

The unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2025, and 2024 presented as if the NWL Acquisition had occurred on April 1, 2024, is as follows:

Three Months Ended June 30, 2024

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

Three Months Ended September 30, 2024

Six Months Ended September 30, 2024

$ 58,722 $ 118,032

Operating income (loss)

Net income (loss)

$ 635 $ ( 2,748 )

Net income per common share

$ 0.02 $ ( 0.07 )

Shares - basic

37,404 37,189

Shares - diluted

37,950 37,189

The pro forma amounts include the historical operating results of the Company and NWL with appropriate adjustments that give effect to acquisition related costs, income taxes, intangible amortization resulting from the NWL Acquisition and certain conforming accounting policies of the Company.

1 unchanged sentence

In addition, the pro forma amounts are not necessarily indicative of operating results in future periods.

NWL contributed $ 17.8 million of revenue and $ 2.5 million in net income for the Company for the three months ended June 30, 2025 .

Amortization expense of less than $ 0.1 million is included in the three months ended June 30, 2025 , as a result of the acquired intangible assets from the NWL Acquisition.

NWL contrib uted $ 16.4 million of revenue and $ 2.0 million in net income for the Company for the three months ended September 30, 2025 .

NWL contributed $ 34.1 million of revenue and $ 4.5 million in n et income for the Company for the six months ended September 30, 2025 .

Amortization expense of less than $ 0.1 million and $ 0.1 million is included in the three and six months ended September 30, 2025 , respectively, as a result of the acquired intangible assets from the NWL Acquisition.

Revenue Recognition

3 unchanged sentences

For its customer contracts, the Company identifies the performance obligations, determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) control of goods or services is transferred to the customer.

For the three months ended June 30, 2025 , 91 % of revenue, was recognized at the point in time when control transferred to the customer, with the remainder being recognized over time.

For the three months ended June 30, 2024 , 88 % of revenue was recognized at the point in time when control transferred to the customer, with the remainder being recognized over time.

For both the three and six months ended September 30, 2025 , 90 % of revenue was recognized at the point in time when control transferred to the customer, with the remainder being recognized over time.

For the three and six months ended September 30, 2024 , 90 % and 89 %, respectively, 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.

23 unchanged sentences

For all extended service-type warranties, the Company recognizes the revenue ratably over time during the effective period of the services.

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:

the reason for the bill-and-hold arrangement must be substantive;

the product must be identified separately as belonging to the customer;

the product currently must be ready for physical transfer to the customer;

the entity cannot have the ability to use the product or to direct it to another customer.

Revenue for the three and six months ended September 30, 2025 included $ 7.9 million from such held transactions.

There were no such transactions for the three and six months ended September 30, 2024 .

The Company records revenue net of sales tax, value added tax, excise tax and other taxes collected concurrent with revenue-producing activities.

1 unchanged sentence

The Company has elected to recognize incremental costs of obtaining a contract as expense when incurred except in contracts where the amortization period would exceed twelve months.

As of June 30, 2025 and March 31, 2025 , the Company's capitalized incremental contract costs were not material.

As of September 30, 2025 and March 31, 2025 , 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.

3 unchanged sentences

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Six Months Ended September 30, 2025

Product Line:

5 unchanged sentences

$ 47,400 $ 16 $ 85,421 $ 16

Three Months Ended June 30, 2024

4,026 11,425 22,329 23,696

2,916 79 6,679 79

$ 54,342 $ 11,520 $ 114,429 $ 23,791

Three Months Ended September 30, 2024

Six Months Ended September 30, 2024

Product Line:

4 unchanged sentences

$ 46,936 $ 7,535 $ 79,272 $ 15,489

As of June 30, 2025 and 2024 , 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.

$ 43,479 $ 1 $ 73,957 $ 1

790 7,531 1,989 15,483

2,667 3 3,326 5

$ 46,936 $ 7,535 $ 79,272 $ 15,489

As of September 30, 2025 and 2024 , 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.

13 unchanged sentences

Other changes and FX impact

Ending balance as of June 30, 2025

Ending balance as of September 30, 2025

$ 8,327 $ 5,018 $ 63,390

4 unchanged sentences

$ 6,150 $ 2,523 $ 57,829

Increase for balances acquired

Increases for costs incurred to fulfill performance obligations

2 unchanged sentences

Decrease due to cost recognition on completed performance obligations

— ( 2,553 ) —

Increase (decrease) due to recognition of revenue based on transfer of control of performance obligations

1 unchanged sentence

Other changes and FX impact

( 2 ) ( 2 ) ( 50 )

Ending balance as of June 30, 2024

Ending balance as of September 30, 2024

$ 4,523 $ 4,848 $ 81,271

1 unchanged sentence

The Company’s performance obligations may vary significantly each reporting period based on the timing of major new contractual commitments.

As of June 30, 2025 , the Company had outstanding performance obligations on existing contracts under ASC 606 to be recognized in the next twelve months of approximately $ 215.2 million .

As of September 30, 2025 , the Company had outstanding performance obligations on existing contracts under ASC 606 to be recognized in the next twelve months of approximately $ 209.5 million .

There are also approximately $ 78.2 m illion o f outstanding performance obligations to be recognized over a period of thirteen to sixty months.

The remaining performance obligations are subject to customer actions and therefore the timing of revenue recognition cannot be reasonably estimated.

The following table sets forth customers who represented 10% or more of the Company’s total revenues for the three months ended June 30, 2025 , and 2024:

The following table sets forth customers who represented 10% or more of the Company’s total revenues for the three and six months ended September 30, 2025 , and 2024:

Three Months Ended

Fuji Bridex Pte Ltd

Six Months Ended

September 30,

Inox Wind Limited

16 % 12 % 16 % 14 %

Fuji Bridex Pte Ltd

Stock-Based Compensation

The Company accounts for its stock-based compensation at fair value.

The following table summarizes stock-based compensation expense by financial statement line item for the three months ended June 30, 2025 , and 2024 (in thousands):

Three Months Ended June 30,

The following table summarizes stock-based compensation expense by financial statement line item for the three and six months ended September 30, 2025 , and 2024 (in thousands):

Three Months Ended September 30,

Six Months Ended September 30,

Cost of revenues

$ 266 $ 39 $ 605 $ 97

Research and development

511 113 1,199 256

Selling, general and administrative

2,989 691 6,488 1,719

The Company issued 880,000 shares of restricted stock and 39,445 shares of immediately vested common stock during the three months ended June 30, 2025 .

The Company issued 25,000 shares of restricted stock and 19,200 shares of immediately vested common stock during the three months ended June 30, 2024 .

$ 3,766 $ 843 $ 8,292 $ 2,072

The Company issued 7,000 shares and 887,000 shares of restricted stock during the three and six months ended September 30, 2025 , respectively.

The Company issued no shares and 39,445 shares of immediately vested common stock during the three and six months ended September 30, 2025 , respectively.

The Company issued 817,500 shares and 842,500 shares of restricted stock during the three and six months ended September 30, 2024 , respectively.

The Company issued no shares and 19,200 shares of immediately vested common stock during the three and six months ended September 30, 2024 , respectively.

These restricted stock awards generally vest over 2 - 3 years.

2 unchanged sentences

Performance-based awards are expensed over the requisite service period based on probability of achievement.

The Company granted 2,112 stock options during the three months ended June 30, 2025 .

The Company granted no stock options during the three months ended June 30, 2024.

The stock options granted during the three months ended June 30, 2025 will vest over 2 years.

The Company granted no stock options and 2,112 stock options during the three and six months ended September 30, 2025 , respectively.

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

The stock options granted during the six months ended September 30, 2025 will vest over 2 years.

The estimated fair value of the Company’s stock-based awards, less expected annual forfeitures, is amortized over the awards’ service period.

There were less than $ 0.1 million of unrecognized compensation costs for unvested stock options as of June 30, 2025 .

There were less than $ 0.1 million of unrecognized compensation costs for unvested stock options as of September 30, 2025 .

This expense will be recognized over a weighted average period of approximately 1.7 years.

The total unrecognized compensation cost for unvested outstanding restricted stock was $ 31.4 mi llion as of June 30, 2025 .

The total unrecognized compensation cost for unvested outstanding restricted stock was $ 28.4 mi llion as of September 30, 2025 .

This expense will be recognized over a weighted-average expense period of approximately 1.9 years.

The weighted average assumptions used in the Black Scholes valuation model for stock options granted during the three months ended June 30, 2025 are as follows:

Three Months Ended June 30,

The weighted average assumptions used in the Black Scholes valuation model for stock options granted during the six months ended September 30, 2025 are as follows:

Six Months Ended September 30,

Expected volatility

2 unchanged sentences

Dividend yield

Computation of Net Income (Loss) per Common Share

Basic net income (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period.

Computation of Net Income per Share of Common Stock

Basic net income per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding for the period.

Where applicable, diluted EPS is computed by dividing the net income by the weighted-average number of common shares and dilutive common equivalent shares outstanding during the period, calculated using the treasury stock method.

1 unchanged sentence

Stock options and warrants that are out-of-the-money with exercise prices greater than the average market price of the underlying common shares and shares of performance-based restricted stock where the contingency was not met are excluded from the computation of diluted EPS as the effect of their inclusion would be anti-dilutive.

For the three months ended June 30, 2025 , 475,329 shares were not included in the calculation of diluted EPS.

Of these, 474,517 were shares of performance-based restricted stock where the contingency was not met and 812 shares relate to outstanding stock awards that were considered anti-dilutive.

For the three months ended June 30, 2024, 336,206 shares were not included in the calculation of diluted EPS.

Of these, 300,000 relate to shares associated with the contingent consideration derivative liability for which the contingency has not yet been met, and 36,206 relate to outstanding stock options as they were considered anti-dilutive.

The following table reconciles the numerators and denominators of the earnings per share calculation for the three months ended June 30, 2025 , and 2024 (in thousands, except per share data):

Three Months Ended June 30,

Net income (loss)

For the three months ended September 30, 2025 , 553,740 shares were not included in the calculation of diluted EPS.

Of these, 553,334 were shares of performance-based restricted stock where the contingency was not met and 406 shares relate to outstanding stock options that were considered anti-dilutive.

For the six months ended September 30, 2025 , 514,535 shares were not included in the calculation of diluted EPS.

Of these, 513,926 were shares of performance-based restricted stock where the contingency was not met and 609 shares relate to outstanding stock options that were considered anti-dilutive.

For the three months ended September 30, 2024 , 535,001 shares were not included in the calculation of diluted EPS.

Of these, 526,333 were shares of performance-based restricted stock where the contingency was not met.

Of the remaining shares, 652 shares relate to outstanding stock awards that were considered anti-dilutive, and 8,016 shares related to ESPP shares and were excluded as they were considered anti-dilutive.

For the six months ended September 30, 2024 , 479,341 shares were not included in the calculation of diluted EPS.

Of these, 469,667 were shares of performance-based restricted stock where the contingency was not met.

Of the remaining shares, 326 shares relate to outstanding stock awards that were considered anti-dilutive, and 9,348 shares related to ESPP shares and were excluded as they were considered anti-dilutive.

The following table reconciles the numerators and denominators of the earnings per share calculation for the three and six months ended September 30, 2025 , and 2024 (in thousands, except per share data):

Three Months Ended September 30,

Six Months Ended September 30,

$ 4,750 $ 4,887 $ 11,474 $ 2,363

7 unchanged sentences

44,210 37,499 41,988 36,951

Net income (loss) per share ― basic

Net income per share ― basic

$ 0.11 $ 0.13 $ 0.28 $ 0.07

Net income (loss) per share ― diluted

Net income per share ― diluted

$ 0.11 $ 0.13 $ 0.27 $ 0.06

7 unchanged sentences

Goodwill increased by $ 4.7 million during the fiscal year ended March 31, 2025, related to the NWL Acquisition.

There were no changes to Goodwill during the three months ended June 30, 2025.

The Company did not identify any triggers to assess impairment in the three months ended June 30, 2025 or 2024.

There were no changes to Goodwill during the six months ended September 30, 2025 .

The Company did not identify any triggers to assess impairment in the three and six months ended September 30, 2025 or 2024.

Other Intangibles

Intangible assets at June 30, 2025 and March 31, 2025 consisted of the following (in thousands):

June 30, 2025

Intangible assets at September 30, 2025 and March 31, 2025 consisted of the following (in thousands):

September 30, 2025

March 31, 2025

13 unchanged sentences

$ 20,031 $ ( 14,789 ) $ 5,242 $ 20,031 $ ( 14,116 ) $ 5,916

The Company recorded intangible amortization expense related to customer relationship and core technology and know-how of $ 0.3 million in the three months ended June 30, 2025 .

The Company recorded intangible amortization expense related to customer relationship and core technology and know-how of $ 0.4 million in the three months ended June 30, 2024.

The Company recorded intangible amortization expense related to customer relationship and core technology and know-how of $ 0.3 million and $ 0.7 million in the three and six months ended September 30, 2025 , respectively.

The Company recorded intangible amortization expense related to customer relationship and core technology and know-how of $ 0.4 million and $ 0.8 million in the three and six months ended September 30, 2024 .

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

12 unchanged sentences

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 three months ended June 30, 2025 .

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 three or six months ended September 30, 2025 .

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.

6 unchanged sentences

Short-term cash instruments consist principally of certificates of deposits.

The following table provides the assets and liabilities carried at fair value on a recurring basis, measured as of June 30, 2025 and March 31, 2025 (in thousands):

The following table provides the assets and liabilities carried at fair value on a recurring basis, measured as of September 30, 2025 and March 31, 2025 (in thousands):

Total Carrying Value

1 unchanged sentence

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs

June 30, 2025:

Significant Unobservable Inputs (Level 3)

September 30, 2025:

Cash equivalents

9 unchanged sentences

Accounts Receivable

Accounts receivable at June 30, 2025 and March 31, 2025 consisted of the following (in thousands):

June 30, 2025

Accounts receivable at September 30, 2025 and March 31, 2025 consisted of the following (in thousands):

September 30, 2025

March 31, 2025

4 unchanged sentences

$ 39,870 $ 46,186

Inventory, net of reserves, at June 30, 2025 and March 31, 2025 consisted of the following (in thousands):

June 30, 2025

Inventory, net of reserves, at September 30, 2025 and March 31, 2025 consisted of the following (in thousands):

September 30, 2025

March 31, 2025

7 unchanged sentences

$ 75,457 $ 71,169

The Company recorded inventory write-downs of $ 0.7 million and $ 0.5 million f or the three months ended June 30, 2025 and 2024 , respectively.

The Company recorded inventory write-downs of $ 1.1 million and $ 0.3 million f or the three months ended September 30, 2025 and 2024 , respectively.

The Company recorded inventory write-downs of $ 1.8 million and $ 0.8 million f or the six months ended September 30, 2025 and 2024 , respectively.

These write-downs were based on the Company's evaluation of its inventory on hand for excess quantities and obsolescence.

Deferred program costs as of June 30, 2025 and March 31, 2025 primarily represent costs incurred on programs where the Company needs to complete performance obligations before the related revenue and costs will be recognized.

Deferred program costs as of September 30, 2025 and March 31, 2025 primarily represent costs incurred on programs where the Company needs to complete performance obligations before the related revenue and costs will be recognized.

Property, Plant and Equipment

The cost and accumulated depreciation of property, plant and equipment at June 30, 2025 and March 31, 2025 are as follows (in thousands):

June 30, 2025

The cost and accumulated depreciation of property, plant and equipment at September 30, 2025 and March 31, 2025 are as follows (in thousands):

September 30, 2025

March 31, 2025

11 unchanged sentences

$ 38,956 $ 38,572

Depreciation expense was $ 0.9 million and $ 0.6 million for the three months ended June 30, 2025 and 2024 , respectively.

Depreciation expense was $ 0.9 million and $ 0.8 million for the three months ended September 30, 2025 and 2024 , respectively.

Depreciation expense was $ 1.8 million and $ 1.4 million for the six months ended September 30, 2025 and 2024 , respectively.

Equity-Method Investments

8 unchanged sentences

Equity method investments are measured at cost minus impairment, if any, plus or minus the Company’s share of an investee’s income or loss, less distributions received.

As of June 30, 2025 the Compa ny did not have material accounts receivable nor accounts payable balances wi th NWL Pacific.

The Company's investment in NWL Pacific was $ 1.4 million and $ 1.1 million as of June 30, 2025 and March 31, 2025, respectively.

As of September 30, 2025 the Compa ny did not have material accounts receivable nor accounts payable balances wi th NWL Pacific.

The Company's investment in NWL Pacific was $ 1.5 million and $ 1.1 million as of September 30, 2025 and March 31, 2025, respectively.

The table below presents the summarized financial information for periods presented post acquisition, as provided to the Company by the investee, for the unconsolidated company (in thousands):

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

$ 1,087 $ 3,686

Income from operation

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at June 30, 2025 and March 31, 2025 consisted of the following (in thousands):

June 30, 2025

Accounts payable and accrued expenses at September 30, 2025 and March 31, 2025 consisted of the following (in thousands):

September 30, 2025

March 31, 2025

13 unchanged sentences

Product warranty activity was as follows (in thousands):

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

Balance at beginning of period

$ 3,240 $ 2,542 $ 3,033 $ 2,363

Acquired warranty obligations

Provisions for warranties during the period

520 298 1,069 774

Settlements during the period

2 unchanged sentences

$ 3,334 $ 3,110 $ 3,334 $ 3,110

The Company recorded income tax expense of $ 0.2 million in both the three months ended June 30, 2025 and 2024.

The Company recorded income tax expense of $ 0.1 million and $ 0.3 million for the three and six months ended September 30, 2025 , respectively, and income tax benefit of $ 5.0 million and $ 4.8 million for the three and six months ended September 30, 2024 , respectively.

On July 4, 2025, the reconciliation bill, commonly referred to as the One Big Beautiful Bill ("OBBB") was signed into law, which includes a broad range of tax reform provisions that may affect the company's financial results.

1 unchanged sentence

subsidiaries (Net CFC Tested Income), among other provisions.

The Company is currently evaluating the impact of these provisions which could affect the Company's effective tax rate and deferred tax assets in 2025 and future periods.

A quantitative estimate of the specific financial effects cannot be reasonably determined at this time due to the complexity of the changes in the tax reform.

The impact of those tax provisions in the OBBB will depend on our facts in each year and anticipated guidance from the U.S.

Department of the Treasury.

The Company has performed an initial evaluation of the impact of the OBBB on the Company's effective tax rate and deferred tax assets in 2025 and future periods.

Based on this initial evaluation, the Company believes the tax reform provisions will not have a material impact on the Company’s consolidated financial statements and related disclosures.

We will continue to assess the implications of the OBBB, and our tax provision may be further impacted as additional guidance from the U.S.

Department of the Treasury is released.

Accounting for income taxes requires a two -step approach to recognizing and measuring uncertain tax positions.

4 unchanged sentences

Any changes in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.

The Company did not identify any uncertain tax positions in the three months ended June 30, 2025 and did not have any gross unrecognized tax benefits as of June 30, 2025 .

The Company did not identify any uncertain tax positions in the six months ended September 30, 2025 and did not have any gross unrecognized tax benefits as of September 30, 2025 .

On a quarterly basis, the Company reassesses the valuation allowance on deferred income tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets.

As of June 30, 2025, the Company continues to maintain a valuation allowance to reduce the U.S.

As of September 30, 2025 , the Company continues to maintain a valuation allowance to reduce the U.S.

federal and state deferred tax assets to the amount that will more likely than not be realized.

32 unchanged sentences

Fair value (millions)

The Company did not record any activity related to contingent consideration in the three months ended June 30, 2025 as the liability was settled in the prior fiscal year.

The Company recorded a loss of $ 3.9 million resulting from the increases in the fair value of the contingent consideration in the three months ended June 30, 2024.

The Company did not record any activity related to contingent consideration in the three and six months ended September 30, 2025 as the liability was settled in the prior fiscal year.

The Company recorded a gain resulting from the decrease in fair value of $ 0.5 million and a loss of $ 3.4 million resulting from the increases in the fair value of the contingent consideration in the three and six months ended September 30, 2024 , respectively.

Operating Leases

10 unchanged sentences

The Company has made the policy election to exclude short-term leases from the condensed consolidated balance sheets.

Supplemental balance sheet information related to leases at June 30, 2025 , and March 31, 2025 are as follows (in thousands):

June 30, 2025

Supplemental balance sheet information related to leases at September 30, 2025 , and March 31, 2025 are as follows (in thousands):

September 30, 2025

March 31, 2025

9 unchanged sentences

14.58 % 14.94 %

The costs related to the Company's operating leases for the three months ended June 30, 2025 and 2024 , are as follows (in thousands):

The costs related to the Company's operating leases for the three and six months ended September 30, 2025 and 2024 , are as follows (in thousands):

Three Months Ended

June 30, 2025

Six Months Ended

September 30, 2025

Operating Leases:

3 unchanged sentences

Total lease costs

$ 508 $ 1,008

Three Months Ended

June 30, 2024

Six Months Ended

September 30, 2024

Operating Leases:

19 unchanged sentences

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 June 30, 2025 , the Company had $ 4.2 million of restricted cash included in long-term assets and $ 1.3 million of restricted cash included in current assets.

As of September 30, 2025 , the Company had $ 3.0 million of restricted cash included in long-term assets and $ 2.9 million of restricted cash included in current assets.

As of March 31, 2025 , the Company had $ 4.3 million of restricted cash included in long term assets and $ 1.6 million of restricted cash included in current assets.

19 unchanged sentences

The chief operating decision maker also uses segment operating income or loss to assess the performance for each segment by comparing the results and return on assets of each segment with one another and in the compensation of certain employees.

The following tables (i) summarize total sales by segment and (ii) reconcile each segment's sales to their respective segment operating income, including segment operating expenses, for each of the three months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, 2025

The following tables (i) summarize total sales by segment and (ii) reconcile each segment's sales to their respective segment operating income, including segment operating expenses, for each of the three and six months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, 2025

Six Months Ended September 30, 2025

Segment operating income:

6 unchanged sentences

(b) Segment other operating expense includes cost of sales, research and development expense, selling general, and administrative expense, and amortization of acquisition related intangibles.

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Six Months Ended September 30, 2024

Segment operating income:

6 unchanged sentences

(b) Segment other operating expense includes cost of sales, research and development expense, selling general, and administrative expense, amortization of acquisition related intangibles, and gain/loss on contingent consideration.

Unallocated corporate expenses included a net loss on contingent consideration $ 3.9 million in the three months ended June 30, 2024 .

The reconciliation of segment operating loss to consolidated income before income taxes for the three months ended June 30, 2025 , and 2024, respectively, is as follows (in thousands):

Three Months Ended June 30,

Unallocated corporate expenses included a net loss on contingent consideration $ 2.8 million and $ 6.7 million in the three and six months ended September 30, 2024 , respectively.

The reconciliation of segment operating income (loss) to consolidated income (loss) before income taxes for the three and six months ended September 30, 2025 and 2024 is as follows (in thousands):

Three Months Ended September 30,

Six Months Ended September 30, 2025

Operating income (loss):

1 unchanged sentence

Interest income, net

Other income (expense), net

Income (loss) before income tax expense

2,269 979 3,201 $ 2,099

Depreciation and amortization expense by segment for the three months ended June 30, 2025 , and 2024, respectively, is as follows (in thousands):

Three Months Ended June 30,

Other expense, net

( 367 ) ( 329 ) ( 21 ) ( 489 )

Income (loss) before income tax expense (benefit)

$ 4,867 $ ( 103 ) $ 11,790 $ ( 2,433 )

Depreciation and amortization expense by segment for the three and six months ended September 30, 2025 and 2024 is as follows (in thousands):

Three Months Ended September 30,

Six Months Ended September 30, 2025

$ 1,266 $ 1,376 $ 2,468 $ 2,363

31 11 57 $ 32

$ 1,297 $ 1,387 $ 2,525 $ 2,395

The accounting policies of the business segments are the same as those for the consolidated Company.

3 unchanged sentences

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 income (loss).

Total assets for the two business segments as of June 30, 2025 and March 31, 2025 , are as follows (in thousands):

June 30, 2025

Total assets for the two business segments as of September 30, 2025 and March 31, 2025 , are as follows (in thousands):

September 30, 2025

March 31, 2025

9 unchanged sentences

Following the release of ASU 2023 - 09 in December 2023, the effective date was annual reporting periods beginning after December 15, 2024.

As of June 30, 2025 , the Company is evaluating the impact on its condensed consolidated financial statements.

As of September 30, 2025 , 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 .

1 unchanged sentence

Following the release of ASU 2024 - 02 in March 2024, the effective date was annual reporting periods beginning after December 15, 2024.

As of June 30, 2025 , the Company is evaluating the impact on its condensed consolidated financial statements.

As of September 30, 2025 , the Company is evaluating the impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures .

1 unchanged sentence

Following the release of ASU 2024 - 03 in November 2024, the effective date will be annual reporting periods beginning after December 15, 2026.

As of June 30, 2025 , the Company is evaluating the impact on its condensed consolidated financial statements.

As of September 30, 2025 , the Company is evaluating the impact on its consolidated financial statements.

Subsequent Events

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements