AMERICAN SUPERCONDUCTOR CORP /DE/

Previous wording

Total revenues increased 21% to $65.9 million for the three months ended September 30, 2025 and total revenues increased 46% to $138.2 million for the six months ended September 30, 2025 compared to $54.5 million and $94.8 for the three and six months ended September 30, 2024, respectively. Our revenues are summarized as follows (in thousands):

Current wording

Total revenues increased 21% to $74.5 million for the three months ended December 31, 2025 and total revenues increased 36% to $212.7 million for the nine months ended December 31, 2025 compared to $61.4 million and $156.2 for the three and nine months ended December 31, 2024, respectively. Our revenues are summarized as follows (in thousands):

Previous wording

Our Grid business segment accounted for 83% of total revenues for both the three and six months ended September 30, 2025, comparedto 86% and 84% forthe three and six months ended September 30, 2024, respectively. Our Grid business segment revenues increased 16% to $54.3 million in the three months ended September 30, 2025, from $46.9 million in the three months ended September 30, 2024. Our Grid business segment revenues increased 44% to $114.4 million in the six months ended September 30, 2025, from $79.3 million in the six months ended September 30, 2024. The increase in the Grid business segment revenues in the three and six months ended September 30, 2025, compared to the three and six months ended September 30, 2024 was driven by the acquisition of NWL, increased shipments of new energy power systems, and additional ship protection systems revenues than in the prior year periods.

Current wording

Our Grid business segment accounted for 85% and 83% of total revenues for both the three and nine months ended December 31, 2025, respectively, comparedto 85% and 84% forthe three and nine months ended December 31, 2024, respectively. Our Grid business segment revenues increased 21% to $63.2 million in the three months ended December 31, 2025, from $52.3 million in the three months ended December 31, 2024. Our Grid business segment revenues increased 35% to $177.6 million in the nine months ended December 31, 2025, from $131.6 million in the nine months ended December 31, 2024. The increase in the Grid business segment revenues in the three months ended December 31, 2025, compared to the three months ended December 31, 2024, was driven by increased shipments of new energy power systems and additional ship protection systems revenues than in the prior year period along with the addition of Comtrafo revenues. The increase in the Grid business segment revenues in the nine months ended December 31, 2025, compared to the nine months ended December 31, 2024, was driven by the acquisitions of NWL and Comtrafo, increased shipments of new energy power systems, and additional ship protection systems revenues compared to the prior year periods.

Previous wording

Our Wind business segment accounted for 17% of total revenues for both the three and six months ended September 30, 2025, comparedto 14% and 16% for the three and six months ended September 30, 2024, respectively. Revenues in the Wind business segment increased 53% to $11.5 million in the three months ended September 30, 2025, from $7.5 million in the three months ended September 30, 2024. Revenues in the Wind business segment increased 54% to $23.8 million in the six months ended September 30, 2025, from $15.5 million in the six months ended September 30, 2024. The increase during the three and six months ended September 30, 2025, compared to the three and six months ended September 30, 2024, was driven by additional shipments of electrical control systems ("ECS").

Current wording

Our Wind business segment accounted for 15% and 17% of total revenues for the three and nine months ended December 31, 2025, respectively, comparedto 15% and 16% for the three and nine months ended December 31, 2024, respectively. Revenues in the Wind business segment increased 25% to $11.3 million in the three months ended December 31, 2025, from $9.1 million in the three months ended December 31, 2024. Revenues in the Wind business segment increased 43% to $35.1 million in the nine months ended December 31, 2025, from $24.6 million in the nine months ended December 31, 2024. The increase during the three and nine months ended December 31, 2025, compared to the three and nine months ended December 31, 2024, was driven by additional shipments of electrical control systems ("ECS").

Previous wording

Cost of revenues increased by 17% to $45.4 million for the three months ended September 30, 2025, compared to $38.9 million for the three months ended September 30, 2024. Cost of revenues increased by 39% to $93.3 million for thesix months ended September 30, 2025, compared to $66.9 million for thesix months ended September 30, 2024. Gross margin was 31% and 33% for thethree and six months ended September 30, 2025, respectively, compared to 29% for both thethree and six months ended September 30, 2024. The increase in gross margin in the three and six months ended September 30, 2025 was due to higher revenues, a favorable product mix and favorable impacts across the business due to pricing increases across our product lines.

Current wording

Cost of revenues increased by 15% to $51.7 million for the three months ended December 31, 2025, compared to $45.1 million for the three months ended December 31, 2024. Cost of revenues increased by 29% to $145.0 million for thenine months ended December 31, 2025, compared to $112.0 million for thenine months ended December 31, 2024. Gross margin was 31% and 32% for the three and nine months ended December 31, 2025, respectively, compared to 27% and 28% for thethree and nine months ended December 31, 2024, respectively. Cost of revenues includes total amortization expense of $0.1 million in the three and nine months ended December 31, 2025 as a result of Comtrafo acquired backlog intangible assets. In addition, a charge of $0.4 million related to a fair value adjustment for the step-up basis assigned to acquired inventory to properly reflect the fair value in purchase accounting was charged to cost of revenues in the three and nine months ended December 31, 2025, when the inventory was sold. The increase in gross margin in the three and nine months ended December 31, 2025 was due to higher revenues, a favorable product mix and favorable impacts across the business due to pricing increases across product lines.

Previous wording

Research and development ("R&D") expenses increased 41% in the three months ended September 30, 2025, to $3.7 million from $2.6 million in the three months ended September 30, 2024. R&D expenses increased 63% in thesix months ended September 30, 2025, to $8.0 million from $4.9 million in thesix months ended September 30, 2024. The increasein thethree and six months ended September 30, 2025 was driven primarily by the addition of NWL R&D expenses, higher overall compensation expense and additional stock-based compensation expense.

Current wording

Research and development ("R&D") expenses increased 18% in the three months ended December 31, 2025, to $3.5 million from $3.0 million in the three months ended December 31, 2024. R&D expenses increased 46% in thenine months ended December 31, 2025, to $11.6 million from $7.9 million in thenine months ended December 31, 2024. The increasein thethree and nine months ended December 31, 2025 was driven primarily by higher overall compensation expense and additional stock-based compensation expense.

Previous wording

Selling, general and administrative ("SG&A") expenses increased 27% in the three months ended September 30, 2025, to $13.4 million from $10.5 million in the three ended September 30, 2024. SG&A expenses increased 42% in thesix months ended September 30, 2025, to $27.6 million from $19.4 million in thesix months ended September 30, 2024. The increase in SG&A expense in thethree and six months ended September 30, 2025 was driven primarily by the addition of NWL SG&A expenses, higher overall compensation expense and additional stock-based compensation expense.

Current wording

Selling, general and administrative ("SG&A") expenses increased 33% in the three months ended December 31, 2025, to $15.4 million from $11.6 million in the three ended December 31, 2024. SG&A expenses increased 39% in thenine months ended December 31, 2025, to $43.1 million from $31.0 million in thenine months ended December 31, 2024. The increase in SG&A expense in thethree and nine months ended December 31, 2025 was driven primarily by higher overall compensation expense, additional stock-based compensation expense, and acquisition costs related to the acquisition of Comtrafo.

Previous wording

We recorded amortization expense related to our core technology and know-how and customer relationships of $0.3 million in the three months ended September 30, 2025, and $0.4 million in the three months ended September 30, 2024. We recorded amortization expense related to our core technology and know-how and customer relationships of $0.7 million in thesix months ended September 30, 2025, and $0.8 million in thesix months ended September 30, 2024. The decrease in amortization expense in thethree and six months ended September 30, 2025 is a result of using the economic consumption method as the basis to amortize the acquired customer relationship intangible assets from Northeast Power Systems, Inc. ("NEPSI") and Neeltran, Inc.

Current wording

We recorded amortization expense related to our core technology and know-how and customer relationships of $0.5 million in the three months ended December 31, 2025, and $0.4 million in the three months ended December 31, 2024. We recorded amortization expense related to our core technology and know-how and customer relationships of $1.2 million in thenine months ended December 31, 2025, and $1.3 million in thenine months ended December 31, 2024. The increase in amortization expense in the three months ended December 31, 2025, was a result of additional amortization related to the Comtrafo acquisition, as well as ongoing activity from NEPSI and Neeltran which are using the economic consumption method as the basis to amortize the acquired customer relationships intangible assets. The decrease in amortization expense in the nine months ended December 31, 2025, was a result of additional amortization expense related to the Comtrafo acquisition using the economic consumption method as the basis to amortize the acquired customer relationships intangible assets offset by similar ongoing activity from NEPSI and Neeltran, Inc.

Previous wording

The change in fair value of our contingent consideration for the earnout payment on the acquisition of NEPSI resulted in a gain of $0.5 million from a decrease in fair value and a loss of $3.4 million resulting from an increase in fair value in the three and six months ended September 30, 2024, respectively. During the three and six months ended September 30, 2024, we issued 300,000 shares of common stock of the Company to the selling stockholders following certification of the achievement of specified earnout revenue objectives. There was no activity inthe three and six months ended September 30, 2025 as the contingent consideration was settled during the prior fiscal year.

Current wording

The change in fair value of our contingent consideration for the earnout payment on the acquisition of NEPSI resulted in a loss of $3.4 million resulting from an increase in fair value in the nine months ended December 31, 2024. During the three and nine months ended December 31, 2024, we issued 300,000 shares of common stock of the Company to the selling stockholders following certification of the achievement of specified earnout revenue objectives. There was no activity inthe three and nine months ended December 31, 2025 as the contingent consideration for NEPSI and NWL was settled during the prior fiscal year. The change in fair value of the Comtrafo contingent consideration was deemed immaterial to the financial statements from the Comtrafo Acquisition Date.

Previous wording

Our Grid business segment generated operating income of $1.3 million and $5.4 million in thethree and six months ended September 30, 2025, respectively, compared to an operating income of $1.6 million and $1.3 million in thethree and six months ended September 30, 2024, respectively. The decrease in the Grid business segment operating income in the three months ended September 30, 2025 was due tohigher overall compensation expense and higher stock comp expense. The improvement in the Grid business segment operating income in the six months ended September 30, 2025 was due to higher revenues and gross margins.

Current wording

Our Grid business segment generated operating income of $2.0 million and $7.5 million in thethree and nine months ended December 31, 2025, respectively, compared to an operating income of $0.2 million and $1.6 million in thethree and nine months ended December 31, 2024, respectively. The increase in the Grid business segment operating income in the three and nine months ended December 31, 2025 was due to higher revenues and gross margins.

Previous wording

Our Wind business segment generated operating income of $1.7 million and $3.2 million in thethree and six months ended September 30, 2025, respectively, compared to operating income of $0.4 million and $1.3 million in thethree and six months ended September 30, 2024, respectively. The increase in the Wind business segment operating income in the three and six months ended September 30, 2025 was due to higher revenues and gross margins from increased sales of ECS units.

Current wording

Our Wind business segment generated operating income of $1.3 million and $4.5 million in thethree and nine months ended December 31, 2025, respectively, compared to operating income of $1.1 million and $2.4 million in thethree and nine months ended December 31, 2024, respectively. The increase in the Wind business segment operating income in the three and nine months ended December 31, 2025 was due to higher revenues and gross margins from increased sales of ECS units.

Previous wording

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

Current wording

Unallocated corporate expenses included anet loss on contingent consideration of $6.7 million in the nine months ended December 31, 2024.

Previous wording

Interest income, net, was $2.3 million and $3.2 million in the three and six months ended September 30, 2025, respectively, compared to $1.0 million and $2.1 million in the three and six months ended September 30, 2024, respectively. The increase in interest income, net, in the three and six months ended September 30, 2025 was due tohigher cash balances primarily generated from the public offering completed in June 2025.

Current wording

Interest income, net, was $2.0 million and $5.2 million in the three and nine months ended December 31, 2025, respectively, compared to $0.8 million and $2.9 million in the three and nine months ended December 31, 2024, respectively. The increase in interest income, net, in the three and nine months ended December 31, 2025 was due tohigher cash balances primarily generated from the public offering completed in June 2025.

Previous wording

Other expense, net, was $0.4 million and less than $0.1 million in thethree and six months ended September 30, 2025, respectively, compared to $0.3 million and $0.5 million in the three and six months ended September 30, 2024, respectively. The increase in other expense, net, during the three months ended September 30, 2025, compared to the three months ended September 30, 2024 was driven by unfavorable fluctuations in foreign currencies. The improvement in other expense, net, during the six months ended September 30, 2025, compared to the six months ended September 30, 2024, was driven by the impacts of favorable fluctuations in foreign currencies and gain on earnings from our NWL Pacific joint venture during the periods.

Current wording

Other expense, net, was $0.1 million and both in thethree and nine months ended December 31, 2025, compared to other income, net of $0.3 million and other expense, net of $0.2 million in the three and nine months ended December 31, 2024, respectively. The increase in other expense, net, during the three months ended December 31, 2025, compared to the three months ended December 31, 2024 was driven by unfavorable fluctuations in foreign currencies. The decrease in other expense, net, during the nine months ended December 31, 2025, compared to the nine months ended December 31, 2024 was driven by favorable fluctuations in foreign currencies.

Previous wording

Income tax expense was $0.1 million and $0.3 million in the three and six months ended September 30, 2025, respectively, compared to income tax benefit of $5.0 million and $4.8 million in the three and six months ended September 30, 2024, respectively. The increase in income tax expense was a result of the release of the valuation allowance due to the recording of the deferred tax liability from the acquisition of Megatran in the prior year.

Current wording

Income tax benefit was $112.3 million and $112.1 million in the three and nine months ended December 31, 2025, respectively, compared to income tax benefit of $0.1 million and $4.9 million in the three and nine months ended December 31, 2024, respectively. The increase in our income tax benefit was primarily due to a $113.1 million non-cash tax benefit from the release of the majority of our valuation allowance against deferred tax assets.

Previous wording

Net income was $4.8 million and $11.5 million in thethree and six months ended September 30, 2025, respectively, compared to $4.9 million and $2.4 million in thethree and six months ended September 30, 2024, respectively. The decrease in net income for the three months ended September 30, 2025 was driven primarily bythe benefit of release of the valuation allowance due to the recording of the deferred tax liability from the acquisition of Megatran in the prior year. The improvement in net income for the six months ended September 30, 2025 was driven primarily by increased revenues and gross margins.

Current wording

Net income was $117.8 million and $129.3 million in thethree and nine months ended December 31, 2025, respectively, compared to $2.5 million and $4.8 million in thethree and nine months ended December 31, 2024, respectively. The increase in net income for the three and nine months ended December 31, 2025 was driven primarily by the release of the valuation allowance and increased revenues and gross margins.

Previous wording

We generated non-GAAP net income of $8.9 million and $20.4 million, or $0.20 and $0.50 per share, for thethree and six months ended September 30, 2025, respectively, compared to a non-GAAP net income of $10.0 million and $13.2 million, or $0.27 and $0.36 per share, for thethree and six months ended September 30, 2024, respectively. For the three months ended September 30, 2025, the decrease in non-GAAP net income was a result of the release of the valuation allowance due to the recording of the deferred tax liability from the acquisition of Megatran in the prior year, partially offset by higher revenues and gross margins. The improvement in the non-GAAP net income for the six months ended September 30, 2025, was due to higher revenues and gross margins.

Current wording

We generated non-GAAP net income of $123.5 million and $144.0 million, or $2.81 and $3.42 per share, for thethree and nine months ended December 31, 2025, respectively, compared to a non-GAAP net income of $6.0 million and $19.3 million, or $0.16 and $0.52 per share, for thethree and nine months ended December 31, 2024, respectively. For the three and nine months ended December 31, 2025, the increase in non-GAAP net income was a result of the release of the valuation allowance and higher revenues and gross margins.

Previous wording

The Company’s primary sources of liquidity are internally generated cash provided by operating activities, our cash and cash equivalents on hand, along with access to capital markets, including through our currently effective Registration Statements on Form S-3. We believe that these sources of liquidity are sufficient to meet both our short-term and reasonably foreseeable long-term requirements and obligations. As of** **September 30, 2025, we had cash and cash equivalents of $212.9 million.

Current wording

The Company’s primary sources of liquidity are internally generated cash provided by operating activities, our cash and cash equivalents on hand, along with access to capital markets, including through our currently effective Registration Statements on Form S-3. We believe that these sources of liquidity are sufficient to meet both our short-term and reasonably foreseeable long-term requirements and obligations. As of** **December 31, 2025, we had cash and cash equivalents of $141.1 million.

Previous wording

As of September 30, 2025, we had cash, cash equivalents and restricted cash of $218.8 million, compared to $85.4 million as of March 31, 2025, an increase of $133.4 million. As of September 30, 2025, we had $3.4 million in cash, cash equivalents, and restricted cash in foreign bank accounts. Our cash, cash equivalents, and restricted cash are summarized as follows (in thousands):

Current wording

As of December 31, 2025, we had cash, cash equivalents and restricted cash of $147.1 million, compared to $85.4 million as of March 31, 2025, an increase of $61.7 million. As of December 31, 2025, we had $22.8 million in cash, cash equivalents, and restricted cash in foreign bank accounts. Our cash, cash equivalents, and restricted cash are summarized as follows (in thousands):

Previous wording

For the six months ended September 30, 2025, net cash provided by operating activities was $10.6 million, compared to $16.1 million for the six months ended September 30, 2024. The decrease in cash flows provided by operating activities in the six months ended September 30, 2025 was due primarily to changes in deferred revenue, offset by change in accounts payable and accrued expenses, accounts receivable, deferred income taxes, and stock-based compensation expense.

Current wording

For the nine months ended December 31, 2025, net cash provided by operating activities was $13.9 million, compared to $22.0 million for the nine months ended December 31, 2024. The decrease in cash flows provided by operating activities in the nine months ended December 31, 2025 was due primarily to changes in deferred revenue, offset by change in accounts payable and accrued expenses, accounts receivable, deferred income taxes, and stock-based compensation expense.

Previous wording

For the six months ended September 30, 2025, net cash used in investing activities was $2.1 million, compared to $33.5 million for the six months ended September 30, 2024. The decrease in net cash used in investing activities was primarily due to cash paid for the NWL acquisition and related contingent consideration in the prior year.

Current wording

For the nine months ended December 31, 2025, net cash used in investing activities was $75.3 million, compared to $34.1 million for the nine months ended December 31, 2024. The increase in net cash used in investing activities was primarily due to cash paid for the Comtrafo acquisition in the current year.

Previous wording

For the six months ended September 30, 2025, net cash provided by financing activities was $124.8 million compared to cash used in financing activities of $0.1 million for the six months ended September 30, 2024. The increase in net cash provided by financing activities was due to the equity raise in June 2025.

Current wording

For the nine months ended December 31, 2025, net cash provided by financing activities was $123.9 million compared to cash used in financing activities of $0.1 million for the nine months ended December 31, 2024. The increase in net cash provided by financing activities was due primarily to the equity raise in June 2025.

Previous wording

As of September 30, 2025, we had $3.0 million of restricted cash included in long-term assets and $2.9 million of restricted cash included in current assets. At March 31, 2025, we had $4.3 million of restricted cash included in long-term assets and $1.6 million of restricted cash in current assets. These amounts included in restricted cash primarily represent collateral deposits to secure surety bonds and letters of credit for various customer contracts. These deposits are held in interest bearing accounts.

Current wording

As of December 31, 2025, we had $3.3 million of restricted cash included in long-term assets and $2.8 million of restricted cash included in current assets. At March 31, 2025, we had $4.3 million of restricted cash included in long-term assets and $1.6 million of restricted cash in current assets. These amounts included in restricted cash primarily represent collateral deposits to secure surety bonds and letters of credit for various customer contracts. These deposits are held in interest bearing accounts.

Previous wording

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the condensed consolidated balance sheet as of September 30, 2025, while others are considered future commitments. We have various contractual arrangements, under which we have committed to purchase certain minimum quantities of goods or services on an annual basis. For information regarding our other contractual obligations, refer to Note 14, "Contingent Consideration," Note 15, "Leases" and Note 16, "Commitments and Contingencies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. There have been no material changes to our contractual obligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

Current wording

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the condensed consolidated balance sheet as of December 31, 2025, while others are considered future commitments. We have various contractual arrangements, under which we have committed to purchase certain minimum quantities of goods or services on an annual basis. For information regarding our other contractual obligations, refer to Note 3, "Revenue Recognition," Note 14, "Contingent Consideration," Note 16, "Leases" and Note 17, "Commitments and Contingencies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Other than the contingent consideration owed to the former Comtrafo stockholders there have been no material changes to our contractual obligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

Previous wording

We believe we have sufficient available liquidity to fund our operations and capital expenditures for the next twelve months. We raised $124.6 million, net of offering expenses, through an equity raise in June 2025. In addition, we may seek to raise additional capital, which could be in the form of loans, convertible debt or equity, to fund our operating requirements and capital expenditures. There can be no assurance that we will be able to raise additional capital on favorable terms or at all or execute on any other means of improving our liquidity as described above. Additionally, the impact of global sources of instability, including the ongoing war between Russia and Ukraine, tariffs, trade restrictions and resulting trade conflicts, instability of financial institutions and political instability in the United States, on the global financial markets may reduce our ability to raise additional capital, if necessary, which could negatively impact our liquidity.

Current wording

We believe we have sufficient available liquidity to fund our operations and capital expenditures for at least the next twelve months and into the future. We raised $124.6 million, net of offering expenses, through an equity raise in June 2025, of which $88.3 million was used for the Comtrafo Acquisition. In addition, we may seek to raise additional capital, which could be in the form of loans, convertible debt or equity, to fund our operating requirements and capital expenditures. There can be no assurance that we will be able to raise additional capital on favorable terms or at all or execute on any other means of improving our liquidity as described above. Additionally, the impact of global sources of instability, including the ongoing war between Russia and Ukraine, tariffs, trade restrictions and resulting trade conflicts, instability of financial institutions and political instability in the United States, on the global financial markets may reduce our ability to raise additional capital, if necessary, which could negatively impact our liquidity.