Document and Entity Information	6 Months Ended
Document and Entity Information	Sep. 30, 2010	Sep. 15, 2011
Document and Entity Information
Document Type	10-Q
Amendment Flag	true
Amendment Description	This Amendment No. 1 to the American Superconductor Corporation (the "Company") Quarterly Report on Form 10-Q ("Form 10-Q/A") amends its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, which was filed on November 4, 2010 ("Original Form 10-Q"). This Form 10-Q/A includes restated unaudited condensed consolidated financial statements, related notes, key financial data and management's discussion and analysis of the Company for the three and six months ended September 30, 2010 in order to correct certain accounting errors. The Company is concurrently filing an amended Form 10-Q with the Securities and Exchange Commission (the "SEC") with respect to the three and nine months ended December 31, 2010, to restate its unaudited condensed consolidated financial statements, related notes, key financial data and management's discussion and analysis of financial condition to correct accounting errors in those periods. Further, the Company is filing its Annual Report on Form 10-K for the fiscal year ended March 31, 2011 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 after the SEC's due date for such filings. Readers are strongly urged to read this Form 10-Q/A, the amended Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2010, the Annual Report on Form 10-K for the fiscal year ended March 31, 2011 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 together for a more complete understanding of the Company's financial condition. The Company amended its Quarterly Reports on Form 10-Q and delayed filing the Annual Report on Form 10-K as a result of its determination that revenues were incorrectly recorded during the periods covered by those reports. Specifically, the Company determined that at the time of product shipment to certain of its customers in China during the second and third quarters of the Company's fiscal year ended March 31, 2011, the fees related to the shipments were not fixed or determinable or collectability was not reasonably assured. As a result, the Company should have recognized the revenues related to those shipments on a cash basis of accounting with cash applied first against accounts receivable balances, as in the case of Sinovel as of September 30, 2010, then costs of shipments (inventory and value added taxes) before recognizing any gross margin. The Company has restated the applicable revenues, cost of goods sold, inventory, accounts receivable and other accounts during the periods affected. Included in the restatement adjustments for the three months ended September 30, 2010, is an increase in the provision for excess and obsolete inventory of $0.6 million and a write-off of certain prepaid value added taxes of $0.2 million that relate to amounts due from certain of its customers in China which the Company determined were not recoverable as of September 30, 2010. In addition, the Company recorded an adjustment of $1.8 million to increase property, plant and equipment and accrued expenses related to the implementation of the Company's new enterprise resource planning system. The restatement adjustments had the following impact on the Company's financial statements for the three and six months ended September 30, 2010: · decreased revenues by $3.5 million, · decreased net income by $2.1 million, · decreased basic and diluted net income per share by $0.05, · decreased total assets by $0.4 million, including: o decreased accounts receivable by $3.5 million, o increased inventory by $0.8 million, o decreased prepaid expenses and other current assets by $0.2 million, o increased deferred tax assets by $0.7 million, and o increased property, plant and equipment by $1.8 million · increased total liabilities by $1.8 million, and · decreased total stockholders' equity by $2.2 million as of September 30, 2010. The accounting errors and their impact to the unaudited condensed consolidated financial statements are more fully described in Note 2, "Restatement," of the notes to unaudited condensed consolidated financial statements included in Item 1 of this amended Quarterly Report on Form 10-Q. The restatement adjustments had the following impact on the Company's financial statements for the three and nine months ended December 31, 2010: · decreased revenues by $82.6 million and $86.1 million, respectively, · decreased net income by $34.2 million and $36.3 million, respectively, · decreased basic and diluted net income per share by $0.71 and $0.78, respectively, · decreased total assets by $67.3 million, including; o decreased accounts receivable by $95.1 million, o increased inventory by $36.8 million, o increased prepaid expenses and other current assets by $5.8 million o increased current and long-term deferred tax assets by $3.8 million, o increased property, plant and equipment by $0.6 million, and o decreased other long-term assets by $19.2 million, · decreased total liabilities by $29.5 million, including; o decreased accounts payable and accrued expenses by $2.6 million, o decreased current and long-term deferred revenue by $26.9 million, and · decreased total stockholders' equity by $37.8 million as of December 31, 2010. The accounting errors and their impact to the unaudited condensed consolidated financial statements are more fully described in Note 2, "Restatement," of the notes to unaudited condensed consolidated financial statements included in Item 1 of the amended Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2010. The Company recorded $155.3 million of charges in the fourth quarter of the fiscal year ended March 31, 2011. The details of the charges and their impact on the consolidated financial statements are described in Note 14, "Subsequent Events," to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. In connection with the errors identified by the Company resulting in the restatement of the unaudited condensed consolidated financial statements, the Company identified control deficiencies in its internal control over financial reporting that constitute material weaknesses. The Company determined that its disclosure controls and procedures were ineffective as of September 30, 2010, December 31, 2010, March 31, 2011, and June 30, 2011. For a discussion of management's consideration of the Company's disclosure controls and procedures and the material weaknesses identified, see Part I, Item 4, "Controls and Procedures," of this Form 10-Q/A. This Form 10-Q/A sets forth the Original Form 10-Q in its entirety, as modified and superseded where necessary to reflect the restatement. The following items have been amended as a result of, and to reflect, the restatement: • Part I — Item 1. Financial Statements; • Part I — Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations; • Part I — Item 4. Controls and Procedures; • Part II — Item 1. Legal Proceedings; and • Part II — Item 1A. Risk Factors. This Form 10-Q/A continues to reflect circumstances as of the date of the Original Form 10-Q for the quarter ended September 30, 2010 and we have not updated the disclosures contained herein to reflect events that occurred at a later date, except for items related to the restatement or where otherwise indicated.
Document Period End Date	Sep. 30, 2010
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Entity Registrant Name	AMERICAN SUPERCONDUCTOR CORP /DE/
Entity Central Index Key	0000880807
Current Fiscal Year End Date	--03-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		50,868,708

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	12 Months Ended	6 Months Ended
	Mar. 31, 2010	Sep. 30, 2010 Restated [Member]
ASSETS
Cash and cash equivalents	$ 87,594	$ 52,615
Marketable securities	54,469	69,218
Accounts receivable, net	62,203	92,556
Inventory	35,858	46,058
Prepaid expenses and other current assets	15,381	21,136
Restricted cash	5,713	5,484
Deferred tax assets	1,776	3,839
Total current assets	262,994	290,906
Property, plant and equipment, net	64,315	79,970
Goodwill	36,696	47,508
Intangibles, net	7,770	7,966
Marketable securities	7,342	3,900
Deferred tax assets	3,043	4,121
Other assets	18,024	30,506
Total assets	400,184	464,877
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	84,319	95,994
Deferred revenue	19,970	25,113
Deferred tax liabilities	471	1,580
Total current liabilities	104,760	122,687
Deferred revenue	13,302	16,433
Deferred tax liabilities	777	1,929
Other	380	418
Total liabilities	119,219	141,467
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock	448	456
Additional paid-in capital	698,417	718,411
Accumulated other comprehensive loss	(7,011)	(1,576)
Accumulated deficit	(410,889)	(393,881)
Total stockholders' equity	280,965	323,410
Total liabilities and stockholders' equity	$ 400,184	$ 464,877

Condensed Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Sep. 30, 2009	Sep. 30, 2009	Sep. 30, 2010 Restated [Member]	Sep. 30, 2010 Restated [Member]
Revenues	$ 74,672	$ 147,672	$ 98,073	$ 195,283
Cost and operating expenses:
Cost of revenues	45,637	96,054	59,416	117,640
Research and development	5,416	9,944	7,857	15,192
Selling, general and administrative	12,712	23,597	17,346	32,529
Amortization of acquisition related intangibles	460	905	374	762
Restructuring and impairments	117	451
Total cost and operating expenses	64,342	130,951	84,993	166,123
Operating income	10,330	16,721	13,080	29,160
Interest income, net	190	433	191	367
Other income (expense), net	(871)	(2,847)	2,448	2,618
Income before income tax expense	9,649	14,307	15,719	32,145
Income tax expense	5,309	8,175	7,880	15,137
Net income	$ 4,340	$ 6,132	$ 7,839	$ 17,008
Net income per common share
Basic	$ 0.10	$ 0.14	$ 0.17	$ 0.37
Diluted	$ 0.10	$ 0.14	$ 0.17	$ 0.37
Weighted average number of common shares outstanding
Basic	44,247	44,020	45,482	45,363
Diluted	45,233	44,922	46,217	46,099

Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Sep. 30, 2009	Sep. 30, 2009	Sep. 30, 2010 Restated [Member]	Sep. 30, 2010 Restated [Member]
Net income	$ 4,340	$ 6,132	$ 7,839	$ 17,008
Other comprehensive income, net of tax:
Foreign currency translation gains	3,248	7,305	16,506	4,171
Unrealized gains on cash flow hedges			1,463	1,319
Unrealized losses on investments	(19)	(110)	(33)	(55)
Total other comprehensive income, net of tax	3,229	7,195	17,936	5,435
Comprehensive income	$ 7,569	$ 13,327	$ 25,775	$ 22,443

- Definition

The portion of consolidated profit or loss for the period, net of income taxes, which is attributable to the parent. If the entity does not present consolidated financial statements, the amount of profit or loss for the period, net of income taxes.

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- Definition

Net of tax effect change in accumulated gains and losses from derivative instruments designated and qualifying as the effective portion of cash flow hedges after taxes. A cash flow hedge is a hedge of the exposure to variability in the cash flows of a recognized asset or liability or a forecasted transaction that is attributable to a particular risk. The change includes an entity's share of an equity investee's increase (decrease) in deferred hedging gains or losses.

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- Definition

Appreciation or loss in value (before reclassification adjustment) of the total of unsold securities during the period being reported on, net of tax. Reclassification adjustments include: (1) the unrealized holding gain or loss, net of tax, at the date of the transfer for a debt security from the held-to-maturity category transferred into the available-for-sale category. Also includes the unrealized gain or loss at the date of transfer for a debt security from the available-for-sale category transferred into the held-to-maturity category; (2) the unrealized gains or losses realized upon the sale of securities, after tax; and (3) the unrealized gains or losses realized upon the write-down of securities, after tax.

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Sep. 30, 2009	Sep. 30, 2010 Restated [Member]
Cash flows from operating activities:
Net income	$ 6,132	$ 17,008
Adjustments to reconcile net income to net cash (used in) provided by operations:
Depreciation and amortization	4,704	5,428
Stock-based compensation expense	6,918	7,825
Stock-based compensation expense-non-employee	30	181
Provision for excess and obsolete inventory		580
Allowance for doubtful accounts	52	(4)
Write-off of prepaid value added taxes		431
Deferred income taxes	(1,111)	(793)
Other non-cash items	382	1,107
Changes in operating asset and liability accounts:
Accounts receivable	3,010	(32,504)
Inventory	6,235	(10,348)
Prepaid expenses and other current assets	712	(6,620)
Accounts payable and accrued expenses	(4,810)	8,011
Deferred revenue	(567)	7,820
Net cash (used in) provided by operating activities	21,687	(1,878)
Cash flows from investing activities:
Purchase of property, plant and equipment	(2,741)	(17,950)
Purchase of marketable securities	(40,533)	(25,283)
Proceeds from the maturity of marketable securities	33,374	15,482
Change in restricted cash	(546)	253
Purchase of intangible assets	(843)	(1,615)
Purchase of minority investment		(8,000)
Change in other assets	(617)	(182)
Net cash used in investing activities	(11,906)	(37,295)
Cash flows from financing activities:
Proceeds from exercise of employee stock options and ESPP	4,068	1,574
Net cash provided by financing activities	4,068	1,574
Effect of exchange rate changes on cash and cash equivalents	2,229	2,620
Net (decrease) increase in cash and cash equivalents	16,078	(34,979)
Cash and cash equivalents at beginning of period	70,674	87,594
Cash and cash equivalents at end of period	86,752	52,615
Supplemental schedule of cash flow information:
Non-cash contingent consideration in connection with acquisitions	10,828	10,003
Cash paid for income taxes	2,531	6,925
Non-cash issuance of common stock	$ 320	$ 419

Description of the Business and Basis of Presentation	6 Months Ended
Description of the Business and Basis of Presentation	Sep. 30, 2010
Description of the Business and Basis of Presentation
Description of the Business and Basis of Presentation	1. Description of the Business and Basis of Presentation American Superconductor Corporation (the "Company" or "AMSC") was founded on April 9, 1987. The Company is a leading provider of megawatt-scale solutions that lower the cost of wind power and enhance the performance of the power grid. In the wind power market, the Company enables manufacturers to field wind turbines through its advanced engineering, support services and power electronics products. In the power grid market, the Company enables electric utilities and renewable energy project developers to connect, transmit and distribute power through its transmission planning services and power electronics and superconductor based products. The Company's wind and power grid products and services provide exceptional reliability, security, efficiency and affordability to its customers. The Company operates in two business units: AMSC Power Systems and AMSC Superconductors. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the Securities and Exchange Commission's ("SEC") instructions to Form 10-Q. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to those instructions. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The unaudited condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim periods ended September 30, 2010 and 2009 and the financial position at September 30, 2010. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation. Certain reclassifications of prior year amounts have been made to conform to current year presentation. These reclassifications had no effect on net income, cash flows or stockholders' equity. The results of operations for an interim period are not necessarily indicative of the results of operations to be expected for the fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended March 31, 2010 (fiscal 2009) which are contained in the Company's Annual Report on Form 10-K, filed with the SEC on May 27, 2010. Recent Accounting Pronouncements In October 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-13, Multiple-Deliverable Revenue Arrangements, pertaining to the accounting for revenue arrangements with multiple deliverables. Specifically, the new standard requires an entity to allocate consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices. In the absence of the vendor-specific objective evidence or third-party evidence of the selling prices, consideration must be allocated to the deliverables based on management's best estimate of the selling prices. In addition, the new standard eliminates the use of the residual method of allocation. The new accounting standard supersedes the prior multiple element revenue arrangement accounting rules that were previously used by the Company. The Company adopted this new accounting standard on April 1, 2010 using the prospective method and the adoption did not have a material impact on its consolidated financial statements. In January 2010, the Company adopted Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This standard amends the disclosure guidance with respect to fair value measurements for both interim and annual reporting periods. Specifically, this standard requires new disclosures for significant transfers of assets or liabilities between Level 1 and Level 2 in the fair value hierarchy; separate disclosures for purchases, sales, issuance and settlements of Level 3 fair value items on a gross, rather than net basis; and more robust disclosure of the valuation techniques and inputs used to measure Level 2 and Level 3 assets and liabilities. The Company has included these new disclosures, as applicable, in Note 3, "Marketable Securities and Fair Value Disclosures," of the consolidated financial statements. In December 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-29, Business Combinations (Topic 805), Disclosure of Supplementary Pro forma Information for Business Combinations a consensus of the FASB Emerging Issues Task Force (ASC 2010-29). This amendment clarifies the periods for which pro forma financial information is presented. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. ASU 2010-29 is effective prospectively for business combinations that occur on or after the beginning of the first annual reporting period beginning after December 15, 2010. The Company does not expect the adoption of ASU 2011-04 to have a material impact on the Company's consolidated results of operations, financial condition, or cash flows. In June 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material impact on the Company's consolidated results of operations, financial condition, or cash flows.

- Definition

Description containing the entire organization, consolidation and basis of presentation of financial statements disclosure. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.

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Restatement

6 Months Ended

Sep. 30, 2010

Restatement

Restatement

2. Restatement

On March 31, 2011, Sinovel Wind Co. Ltd., ("Sinovel"), a manufacturer of wind energy systems in China and the Company's largest customer, refused to accept scheduled shipments from the Company. This action, combined with aging receivables from Sinovel and certain of its other customers in China, prompted the Company to re-evaluate its previous accounting judgments around revenue recognition and accounts receivable and the effectiveness of its internal control over financial reporting. This re-evaluation included an internal review of documents and interviews with management and other personnel with the assistance of external counsel. As a result, the Company determined that revenues and accounts receivable were incorrectly recorded in the quarterly period ended September 30, 2010 for certain of its customers in China, not including Sinovel, as the fee for shipments of products to these customers was not fixed or determinable or collectability was not reasonably assured at the time of shipment. Further, as a result of aging receivables and other negative events surrounding the customer relationship, the Company concluded that revenue related to shipments to Sinovel in the quarterly period ended December 31, 2010 was incorrectly recorded since collectability was not reasonably assured at the time of shipment. For Sinovel and certain other customers in China, the Company has restated revenues based on a cash basis of accounting with cash applied first against accounts receivable balances, as in the case of Sinovel as of September 30, 2010, then costs of shipments (inventory and value added taxes) before recognizing any gross margin. The Company had previously recognized revenues in the quarters ended September 30, 2010 and December 31, 2010 based on the receipt of shipments by these customers but prior to the Company's receipt of payment for such shipments.

Accordingly, the Company's unaudited condensed consolidated financial statements for the three and six months ended September 30, 2010 have been restated to reflect restatement adjustments to record revenues on a cash basis for these certain customers in China as well as the related effects to accounts receivable, inventory, deferred taxes, stockholders' equity, cost of revenues, income taxes and other accounts on the unaudited condensed consolidated financial statements. Included in the restatement adjustments for the three months ended September 30, 2010, is an increase in the provision for excess and obsolete inventory of $0.6 million and a write-off of certain prepaid value added taxes of $0.2 million that relate to amounts due from certain of its customers in China which the Company determined were not recoverable as of September 30, 2010. In addition, the Company recorded an adjustment of $1.8 million to increase property, plant and equipment and accrued expenses related to the implementation of the Company's new enterprise resource planning system. The restatement adjustments decreased the Company's revenues by $3.5 million, decreased net income by $2.1 million and decreased basic and diluted net income per share by $0.05 for the three and six months ended September 30, 2010. The restatement adjustments decreased the Company's total assets by $0.4 million, increased total liabilities by $1.8 million, and decreased total stockholders' equity by $2.2 million as of September 30, 2010.

The effects of the restatement on the Company's unaudited condensed consolidated balance sheet as of September 30, 2010 are as follows (in thousands):

	September 30, 2010
	Previously reported	Adjustments	Restated
Accounts receivable	$ 96,042	$ (3,486)	$ 92,556
Inventory	45,241	817	46,058
Prepaid expenses and other current assets	21,357	(221)	21,136
Deferred tax assets	3,117	722	3,839
Total current assets	293,074	(2,168)	290,906
Property, plant and equipment, net	78,160	1,810	79,970
Total assets	465,235	(358)	464,877
Accounts payable and accrued expenses	94,184	1,810	95,994
Total current liabilities	120,877	1,810	122,687
Total liabilities	139,657	1,810	141,467
Accumulated other comprehensive loss	(1,557)	(19)	(1,576)
Accumulated deficit	(391,732)	(2,149)	(393,881)
Total stockholders' equity	325,578	(2,168)	323,410
Total liabilities and stockholders' equity	$ 465,235	$ (358)	$ 464,877

The effects of the restatement on the Company's unaudited condensed consolidated statements of income for the three and six months ended September 30, 2010 are as follows (in thousands, except share data):

	Three months ended September 30, 2010
	Previously reported	Adjustments	Restated
Revenues	$ 101,529	$ (3,456)	$ 98,073
Cost of revenues	60,226	(810)	59,416
Selling, general and administrative	17,127	219	17,346
Total cost and operating expenses	85,584	(591)	84,993
Operating income	15,945	(2,865)	13,080
Income before income tax expense	18,584	(2,865)	15,719
Income tax expense	8,596	(716)	7,880
Net income	$ 9,988	$ (2,149)	$ 7,839
Net income per common share - basic	$ 0.22	$ (0.05)	$ 0.17
Net income per common share - diluted	$ 0.22	$ (0.05)	$ 0.17


	Six months ended September 30, 2010
	Previously reported	Adjustments	Restated
Revenues	$ 198,739	$ (3,456)	$ 195,283
Cost of revenues	118,450	(810)	117,640
Selling, general and administrative	32,310	219	32,529
Total cost and operating expenses	166,714	(591)	166,123
Operating income	32,025	(2,865)	29,160
Income before income tax expense	35,010	(2,865)	32,145
Income tax expense	15,853	(716)	15,137
Net income	$ 19,157	$ (2,149)	$ 17,008
Net income per common share - basic	$ 0.42	$ (0.05)	$ 0.37
Net income per common share - diluted	$ 0.42	$ (0.05)	$ 0.37

The effects of the restatement on the Company's unaudited condensed consolidated statements of comprehensive income for the three and six months ended September 30, 2010 are as follows (in thousands):

	Three months ended September 30, 2010
	Previously reported	Adjustments	Restated
Net income	$ 9,988	$ (2,149)	$ 7,839
Foreign currency translation	16,525	(19)	16,506
Total other comprehensive income, net of tax	17,955	(19)	17,936
Comprehensive income	$ 27,943	$ (2,168)	$ 25,775


	Six months ended September 30, 2010
	Previously reported	Adjustments	Restated
Net income	$ 19,157	$ (2,149)	$ 17,008
Foreign currency translation	4,190	(19)	4,171
Total other comprehensive income, net of tax	5,454	(19)	5,435
Comprehensive income	$ 24,611	$ (2,168)	$ 22,443

The effects of the restatement on the Company's unaudited condensed consolidated statement of cash flows for the six months ended September 30, 2010 are as follows (in thousands):

	Six months ended September 30, 2010
	Previously reported	Adjustments	Restated
Cash flows from operating activities:
Net income	$ 19,157	$ (2,149)	$ 17,008
Provision for excess and obsolete inventory	-	580	580
Allowance for doubtful accounts	959	(963)	(4)
Write-off of prepaid value added taxes	210	221	431
Deferred income taxes	(71)	(722)	(793)
Accounts receivable	(36,953)	4,449	(32,504)
Inventory	(8,934)	(1,414)	(10,348)
Prepaid expenses and other current assets	(6,618)	(2)	(6,620)
Net cash (used in) provided by operating activities	$ (1,878)	$ -	$ (1,878)

As a result of these errors, the Company identified certain deficiencies in its internal control over financial reporting that constitute material weaknesses. The Company determined that its disclosure controls and procedures were not effective as of September 30, 2010. For a discussion of management's consideration of the Company's disclosure controls and procedures and the material weaknesses identified, see Part I, Item 4, "Controls and Procedures," of this amended Quarterly Report on Form 10-Q.

Concurrent with the filing of this Form 10-Q/A, the Company will file an amended Form 10-Q to reflect the effects of these accounting errors on the unaudited condensed consolidated financial statements as of and for the three and nine months ended December 31, 2010. The restatement adjustments decreased the Company's revenues by $82.6 million and $86.1 million, decreased net income by $34.2 million and $36.3 million, decreased basic net income per share by $0.71 and $0.78 and decreased diluted net income per share by $0.71 and $0.78 for the three and nine months ended December 31, 2010, respectively. The restatement adjustments decreased the Company's total assets by $67.3 million, decreased total liabilities by $29.5 million, and decreased total stockholders' equity by $37.8 million as of December 31, 2010.

Stock-Based Compensation

6 Months Ended

Sep. 30, 2010

Stock-Based Compensation

Stock-Based Compensation

3. Stock-Based Compensation

The Company accounts for its stock-based compensation at fair value. The following table summarizes employee stock-based compensation expense by financial statement line item for the three and six months ended September 30, 2010 and 2009 (in thousands):

	Three months ended		Six months ended
	September 30,		September 30,

	2010	2009	2010	2009
	2010	2009	2010	2009
Cost of revenues	$452	$354	$835	$579
Research and development	691	523	1,159	990
Selling, general and administrative	3,183	2,975	5,831	5,349

Total	$4,326	$3,852	$7,825	$6,918

During the six months ended September 30, 2010, the Company granted approximately 219,000 and 324,000 shares of stock options and restricted stock, respectively, to employees under the 2007 Stock Incentive Plan. The restricted stock awards include approximately 86,000 shares of performance-based restricted stock, which will vest upon achievement of certain annual financial and operational performance measurements. The remaining shares granted vest upon the passage of time, generally 3 years. For awards that vest upon the passage of time, expense is being recorded on a straight-line basis over the vesting period. At September 30, 2010, the Company determined that achievement of the performance measures is probable and as such, is recognizing the fair value of the performance-based awards over the estimated performance period of each award.

The total unrecognized compensation cost for unvested employee stock-based compensation awards outstanding, net of estimated forfeitures, was $22.6 million at September 30, 2010. This expense will be recognized over a weighted-average expense period of 2.2 years.

The weighted-average assumptions used in the Black-Scholes valuation model for stock options granted during the three and six months ended September 30, 2010 and 2009 are as follows:

	Three months ended		Six months ended
	September 30,		September 30,
	2010	2009	2010	2009
	2010	2009	2010	2009
Expected volatility	61.5%	66.5%	65.6%	70.2%
Risk-free interest rate	1.6%	2.4%	2.1%	2.6%
Expected life (years)	6.2	4.8	6.2	4.8
Dividend yield	None	None	None	None

The expected volatility was estimated based on an equal weighting of the historical volatility of the Company's common stock and the implied volatility of the Company's traded options. The expected life was estimated based on an analysis of the Company's historical experience of exercise, cancellation, and expiration patterns. The risk-free interest rate is based on the average of the five and seven year U.S. Treasury rates for the three and six months ended September 30, 2010 and the five year U.S. Treasury rates for the three and six months ended September 30, 2009. The stock-based compensation expense recognized in the unaudited condensed consolidated statements of income is based on awards that ultimately are expected to vest; therefore, the amount of expense has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience. This analysis is re-evaluated periodically and the forfeiture rate is adjusted as necessary.

Fair Value Measurements

6 Months Ended

Sep. 30, 2010

Fair Value Measurements

Fair Value Measurements

5. Fair Value Measurements

The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosure regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The accounting standard established a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. This hierarchy prioritizes the inputs into three broad levels as follows:

Valuation Hierarchy

Level 1 -	Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 -	Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 -	Unobservable inputs that reflect the Company's assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.

A financial asset's or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the assets carried at fair value, measured as of September 30, 2010 and March 31, 2010 (in thousands):

	Total Carrying Value	Quoted Prices in Active Markets (Level 1)	Using Significant Other Observable Inputs (Level 2)	Using Significant Unobservable Inputs (Level 3)
September 30, 2010:
Cash equivalents	$ 7,524	$ 7,524	$ —	$ —
Derivatives	2,450	—	2,450	—
Short-term marketable securities	69,219	—	69,219	—
Long-term marketable securities	3,900	—	3,900	—


	Total Carrying Value	Quoted Prices in Active Markets (Level 1)	Using Significant Other Observable Inputs (Level 2)	Using Significant Unobservable Inputs (Level 3)
March 31, 2010:
Cash equivalents	$ 29,054	$ 29,054	$ —	$ —
Derivatives ties	168	—	168	—
Short-term marketable securities	54,469	—	54,469	—
Long-term marketable securities	7,342	—	7,342	—

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 certificate of deposits and money market accounts.

Marketable Securities

Long-term and short-term marketable securities consist primarily of government-backed securities and sovereign debt are measured using such inputs as quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset (for example, interest rates and yield curves observable at commonly quoted intervals), and inputs that are derived principally from or corroborated by observable market data by correlation or other means, and are classified within Level 2 of the valuation hierarchy. Short-term marketable securities have maturities of greater than three months from original purchase date but less than twelve months from the date of the balance sheet. All marketable securities are considered available-for-sale and are carried at fair value. The Company periodically reviews the realizability of each short-term and long-term marketable security when impairment indicators exist with respect to the security. If an other-than-temporary impairment of value of the security exists, the carrying value of the security is written down to its estimated fair value.

- Definition

This item represents the complete disclosure regarding the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the Company is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risk is are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References+ Details

Derivative Financial Instruments

6 Months Ended

Sep. 30, 2010

Derivative Financial Instruments

Derivative Financial Instruments

6. Derivative Financial Instruments

The Company's foreign currency risk management strategy is principally designed to mitigate the potential financial impact of changes in the value of transactions and balances denominated in foreign currency resulting from changes in foreign currency exchange rates. The Company's foreign currency hedging program uses both forward contracts and currency options to manage the foreign currency exposures that exist as part of its ongoing business operations.

Cash Flow Hedges

The Company hedges a portion of its intercompany sales of inventory over a maximum period of 15 months using forward foreign exchange contracts accounted for as cash flow hedges to mitigate the impact of volatility associated with foreign currency transactions.

For forward foreign exchange contracts that are designated as cash flow hedges, if they are effective in offsetting the variability of the hedged cash flows, and otherwise meet the hedge accounting criteria, changes in the derivatives value are not included in current earnings but are included in other comprehensive income in stockholders' equity. The changes in fair value will subsequently be reclassified into earnings as a component of cost of revenues, as applicable, when the forecasted transaction occurs. To the extent that a previously forecasted transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded in earnings in the period it occurs. The Company does not enter into derivative instruments for trading or speculative purposes. Realized gains and losses resulting from these cash flow hedges offset the foreign exchange gains and losses on the underlying transactions being hedged. Gains and losses on derivatives not designated for hedge accounting or representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in other income (expense), net.

At September 30, 2010, the Company had forward contracts outstanding to hedge cash flow exposure at the Company's wholly-owned Austrian subsidiary, AMSC Windtec GmbH ("AMSC Windtec"), with aggregate USD equivalent notional amounts of $34.4 million. These contracts expired at various dates through June 2011. The net gain or loss from these cash flow hedges reported in accumulated other comprehensive income will be reclassified to earnings and recorded in cost of revenues in our unaudited condensed consolidated statement of income when the related inventory is sold to third-party customers.

Balance Sheet Hedges

In addition to cash flow hedges, the Company also enters into foreign currency forward exchange contracts to mitigate the impact of foreign exchange risk related to non-functional currency receivable balances in its foreign entities. The Company does not elect hedge accounting treatment for these hedges, consequently, changes in the fair value of these contracts are recorded within other income (expense), net, in the period which they occur. At September 30, 2010, the Company had forward contracts outstanding with aggregate USD equivalent notional amounts of $58.9 million, which expired in October 2010.

The fair value amounts of asset derivatives included in prepaid expenses and other current assets and liability derivatives included in accounts payable and accrued expenses in our unaudited condensed consolidated balance sheets related to forward foreign exchange contracts as of September 30, 2010 and March 31, 2010 were as follows (in thousands):


	Asset derivatives						Liability derivatives
	September 30, 2010			March 31, 2010			September 30, 2010		March 31, 2010
Derivatives designated as cash flow hedges	$		1,561	$	—	$		—	$	—
Derivatives not designated as cash flow hedges		889			168			—		—

Total	$		2,450	$	168	$		—	$	—

The Company recognized the following pre-tax gains related to forward foreign exchange contracts designated as cash flow hedges (in thousands):


	Three months ended				Six months ended
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
Gains recognized in other comprehensive income	$	1,950	$	—	$	1,758	$	—

The Company recognized the following pre-tax gains related to forward foreign exchange contracts not designated as cash flow hedges (in thousands):


	Three months ended				Six months ended
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
Gains recognized in other expense, net	$	7,994	$	403	$	3,975	$	139
Gains recognized in cost of revenues		440	$	—		440	$	—
Total	$	8,434	$	403	$	4,415	$	139

Accounts Receivable

6 Months Ended

Sep. 30, 2010

Accounts Receivable

Accounts Receivable

7. Accounts Receivable

Accounts receivable consisted of the following (in thousands):

	September 30,
	2010	March 31,
	(Restated)	2010

Accounts receivable (billed)	$88,243	$52,664
Accounts receivable (unbilled)	4,957	10,305
Less: Allowance for doubtful accounts	-644	-766
Accounts receivable, net	$92,556	$62,203

As described in Note 2, "Restatement," the Company's unaudited condensed consolidated financial statements for the three and six months ended September 30, 2010 have been restated to reflect adjustments to record revenues on a cash basis of accounting for certain of its customers in China and the related effects to accounts receivable. The restatement adjustments decreased accounts receivable as of September 30, 2010 by $3.5 million.

The Company also recorded net long-term accounts receivable of $17.8 million and $14.1 million as of September 30, 2010 and March 31, 2010, respectively, which are also classified within other assets and long-term deferred revenue on the unaudited condensed consolidated balance sheet.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Sep. 30, 2010
Commitments and Contingencies
Commitments and Contingencies	11. Commitments and Contingencies 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. As of September 30, 2010, the Company had five performance bonds on behalf of its AMSC Windtec and its wholly-owned subsidiary, Suzhou AMSC Superconductor Co. Ltd ("AMSC China"), in support of customer contracts to guarantee supply of core components and software. The total value of the outstanding performance bonds is $2.0 million expiring between December 31, 2010 and March 31, 2014. In the event that the payment is made in accordance with the requirements of any of these performance bonds, the Company would record the payment as an offset to revenue. At September 30, 2010 and March 31, 2010, the Company had $5.5 million and $5.7 million, respectively, of restricted cash included in current assets, which includes the restricted cash securing letters of credit for various supply contracts. The Company also has an additional $3.5 million in bank guarantees and letters of credit supported by unsecured lines of credit. The Company also has unused, unsecured lines of credit consisting of RMB 11.9 million (approximately $1.8 million) and €2.3 million (approximately $3.1 million) as of September 30, 2010. In July 2011, the Bank of China informed the Company that its unsecured credit line of approximately RMB 100.0 million (approximately $15.0 million), which expired in August 2011, would not be renewed. 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 the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements. Between April 6, 2011 and April 29, 2011, six putative securities class action complaints were filed against the Company and two of its officers in the United States District Court for the District of Massachusetts. On May 12, 2011, an additional complaint was filed against the Company, its officers and directors, and the underwriters who participated in the Company's November 12, 2010 securities offering. On June 7, 2011, the United States District Court for the District of Massachusetts consolidated these actions under the caption Lenartz v. American Superconductor Corporation, et al. Docket No. 1:11-cv-10582-WGY. On June 16, 2011, the court appointed the law firm Robbins Geller Rudman & Dowd LLP as Lead Counsel and the Plumbers and Pipefitters National Pension Fund as Lead Plaintiff. On August 31, 2011, the Lead Plaintiff filed a consolidated amended complaint against the Company, its officers and directors, and the underwriters who participated in the Company's November 12, 2010 securities offering, asserting claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as well as under sections 11, 12(a)(2) and 15 of the Securities Act of 1933. The complaint alleges that during the relevant class period, the Company and its officers omitted to state material facts and made materially false and misleading statements relating to, among other things, the Company's projected and recognized revenues and earnings, as well as the Company's relationship with Sinovel Wind Group Co., Ltd. that artificially inflated the value of the Company's stock price. The complaint further alleges that the Company's November 12, 2010 securities offering contained untrue statements of material facts and omitted to state material facts required to be stated therein. The plaintiffs seek unspecified damages, rescindment of the Company's November 12, 2010 securities offering, and an award of costs and expenses, including attorney's fees. On April 27, 2011, a putative shareholder derivative complaint was filed against the Company (as a nominal defendant) and each of its current directors in Superior Court for the Commonwealth of Massachusetts, Worcester County. The case is captioned Segel v. Yurek, et al., Docket No. 11-0787. Between May 4, 2011 and June 17, 2011, four additional putative shareholder derivative complaints were filed in the United States District Court for the District of Massachusetts against the Company and certain of its directors and officers. The cases are captioned Weakley v. Yurek, et al., Docket No. 1:11-cv-10784; Marlborough Family Revocable Trust v. Yurek, et al., Docket No. 1:11-cv-10825; Connors v. Yurek, et al., Docket No. 1:11-cv-10910; and Hurd v. Yurek, et al., Docket No. 1:11-cv-11102. On June 1, 2011, the plaintiff in Marlborough Family Revocable Trust v. Yurek, et al. moved to voluntarily dismiss its complaint and refiled its complaint in Superior Court for the Commonwealth of Massachusetts, Middlesex County, on June 3, 2011. The case is now captioned Marlborough Family Revocable Trust v. Yurek, et al., Docket No. 11-1961. The Superior Court in Worcester County granted the plaintiff's motion to transfer in Segel v. Yurek et al. to the Superior Court for the Commonwealth of Massachusetts, Middlesex County on June 23, 2011, and that matter is now captioned Segel v. Yurek et al., Docket No. 11-2269. On July 5, 2011, the Weakley, Connors and Hurd actions were consolidated in United States District Court for the District of Massachusetts. That matter is now captioned In re American Superconductor Corporation Derivative Litigation, Docket No. 1:11-cv-10784. On June 1, 2011, the plaintiff in Marlborough Family Revocable Trust v. Yurek, et al. moved to voluntarily dismiss its complaint and, on June 3, 2011, refiled its complaint in Superior Court for the Commonwealth of Massachusetts, Middlesex County. The Superior Court in Worcester County granted the plaintiff's motion to transfer in Segel v. Yurek et al. to the Superior Court for the Commonwealth of Massachusetts, Middlesex County on June 23, 2011. On September 7, 2011, the Marlborough and Segel actions were consolidated in Superior Court for the Commonwealth of Massachusetts, Middlesex County. The case is now captioned Marlborough Family Revocable Trust v. Yurek, et al., Docket No. 11-1961. The allegations of the derivative complaints mirror the allegations made in the putative class action complaints described above. The plaintiffs purport to assert claims against the director defendants for breach of fiduciary duty, abuse of control, gross mismanagement and corporate waste. The plaintiffs seek unspecified damages on behalf of the Company, as well as an award of costs and expenses, including attorney's fees. If a matter is both probable to result in liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss. With respect to the above referenced litigation matters, such an estimate cannot be made. There are numerous factors that make it difficult to meaningfully estimate possible loss or range of loss at this stage of these litigation matters, including that: the proceedings are in relatively early stages, there are significant factual and legal issues to be resolved, information obtained or rulings made during the lawsuits could affect the methodology for calculation of rescission and the related statutory interest rate. In addition, with respect to claims where damages are the requested relief, no amount of loss or damages has been specified. Therefore, the Company is unable at this time to estimate possible losses. The Company believes that these litigations are without merit, and it intends to defend these actions vigorously. On September 13, 2011, the Company commenced a series of legal actions in China against Sinovel Wind Group Co. Ltd. ("Sinovel"). The Company's Chinese subsidiary, Suzhou AMSC Superconductor Co. Ltd. ("AMSC China"), filed a claim for arbitration with the Beijing Arbitration Commission in accordance with the terms of the Company's supply contracts with Sinovel. On March 31, 2011, Sinovel refused to accept contracted shipments of 1.5 megawatt (MW) and 3 MW wind turbine core electrical components and spare parts that the Company was prepared to deliver. The Company alleges that these actions constitute material breaches of its contracts because Sinovel did not give the Company notice that it intended to delay deliveries as required under the contracts. Moreover, the Company alleges that Sinovel has refused to pay past due amounts for prior shipments of core electrical components and spare parts. The Company is seeking compensation for past product shipments (including interest) and monetary damages due to Sinovel's breaches of its contracts. The Company is also seeking specific performance of our existing contracts as well as reimbursement of all costs and reasonable expenses with respect to the arbitration. The Company also submitted a civil action application to the Beijing No. 1 Intermediate People's Court against Sinovel for software copyright infringement. The application alleges Sinovel's unauthorized use of portions of the Company's wind turbine control software source code developed for Sinovel's 1.5MW wind turbines and the binary code, or upper layer, of the Company's software for the PM3000 power converters in 1.5MW wind turbines. In July 2011, a former employee of the Company's AMSC Windtec GmbH subsidiary was arrested in Austria and is currently awaiting trial on charges of economic espionage and fraudulent manipulation of data. As a result of the Company's internal investigation and a criminal investigation conducted by Austrian authorities, the Company believes that this former employee was contracted by Sinovel through an intermediary while employed by the Company and improperly obtained and transferred to Sinovel portions of its wind turbine control software source code developed for Sinovel's 1.5MW wind turbines. Moreover, the Company believes that the former employee illegally used source code to develop for Sinovel a software modification to circumvent the encryption and remove technical protection measures on the PM3000 power converters in 1.5MW wind turbines in the field. The Company is seeking a cease and desist order with respect to the unauthorized copying, installation and use of its software, monetary damages for our economic losses and reimbursement of all costs and reasonable expenses. The court must accept the application in order for the case to proceed, and there can be no assurance that the court will do so. The Company submitted a civil action application to the Beijing Higher People's Court against Sinovel and certain of its employees for trade secret infringement. The application alleges the defendants' unauthorized use of portions of the Company's wind turbine control software source code developed for Sinovel's 1.5MW wind turbines as described above with respect to the Copyright Action. The Company is seeking monetary damages for the trade secret infringement as well as reimbursement of all costs and reasonable expenses. The court must accept the application in order for the case to proceed, and there can be no assurance that the court will do so. On September 16, 2011, the Company filed a civil copyright infringement complaint in the Hainan Province No. 1 Intermediate People's Court against Dalian Guotong Electric Co. Ltd. ("Guotong"), a supplier of power converter products to Sinovel, and Huaneng Hainan Power, Inc., a wind farm operator that has purchased Sinovel wind turbines containing Goutong power converter products. The application alleges that the Company's PM1000 converters in certain Sinovel wind turbines have been replaced by converters produced by Guotong. Because the Guotong converters are being used in wind turbines containing its wind turbine control software, the Company believes that its copyrighted software is being infringed. The Company is seeking a cease and desist order with respect to the unauthorized use of its software, monetary damages for its economic losses (with respect to Guotong only) and reimbursement of all costs and reasonable expenses.

Acquisitions

6 Months Ended

Sep. 30, 2010

Acquisitions

Acquisitions

12. Acquisitions

Acquisition of Windtec Consulting GmbH

On January 5, 2007, the Company acquired AMSC Windtec, a corporation incorporated according to the laws of Austria. AMSC Windtec develops and sells electrical systems for wind turbines. AMSC Windtec also provides technology transfer for the manufacturing of wind turbines; documentation services; and training and support regarding the assembly, installation, commissioning, and service of wind turbines.

The acquisition agreement included an earn-out provision for the issuance of up to an additional 1,400,000 shares of common stock upon AMSC Windtec's achievement of specified revenue objectives during the first four fiscal years following closing of the acquisition. During the six months ended September 30, 2010, the Company recorded contingent consideration of $10.0 million to goodwill and additional paid-in capital representing 350,000 shares earned. These 350,000 shares are expected to be issued in the second quarter of the fiscal year ending March 31, 2012. As of September 30, 2010, the Company has recorded contingent consideration up to the maximum amount of shares that could be earned under the agreement. The carrying amount of goodwill at September 30, 2010 and March 31, 2010 was $47.5 million and $36.7 million, respectively. The goodwill activity for the six months ended September 30, 2010 is as follows (in thousands):

Balance at April 1, 2010	$	36,696
Contingent consideration		10,003
Net foreign exchange rate impact		809


Balance at September 30, 2010	$	47,508

Investment in Tres Amigas

On October 9, 2009, the Company made a minority investment in Tres Amigas LLC, ("Tres Amigas"), a merchant transmission company, for $1.8 million. Consideration for the investment was $0.8 million in cash and $1.0 million in AMSC common stock. The investment was recorded under the equity method of accounting and is included in other assets on the unaudited condensed consolidated balance sheet. The Company's minority interest in the losses of Tres Amigas is included in other income (expense), net, on the unaudited condensed consolidated statements of income and was immaterial for the three and six months ended September 30, 2010. The carrying value of the investment at September 30, 2010 was $1.4 million.

Investment in Blade Dynamics Ltd.

On August 12, 2010, the Company acquired (through AMSC Windtec, a wholly-owned subsidiary), a minority equity ownership position in Blade Dynamics Ltd., ("Blade Dynamics"), a designer and manufacturer of advanced wind turbine blades based on proprietary materials and structural technologies, for $8.0 million in cash. The investment was recorded under the equity method of accounting and is included in other assets on the condensed consolidated balance sheet. The Company's minority interest in net losses of Blade Dynamics is included in other income (expense), net, on the condensed consolidated statements of income. The net investment activity for the six months ended September 30, 2010 is as follows (in thousands):

Purchase of minority investment	$	8,000
Minority interest in net losses			(212)
Net foreign exchange rate impact		546

Balance at September 30, 2010	$	8,334

Business Segment Information

6 Months Ended

Sep. 30, 2010

Business Segment Information

Business Segment Information

13. Business Segment Information

The Company reports its financial results in two reportable business segments: AMSC Power Systems and AMSC Superconductors.

AMSC Power Systems produces a broad range of products to increase electrical grid capacity and reliability, supplies electrical systems used in wind turbines, provides power electronic products that interconnect wind farms and solar power plants to the power grid, licenses proprietary wind turbine designs to manufacturers of such systems, provides consulting services to the wind industry, and offers products that enhance power quality for industrial operations.

AMSC Superconductors manufactures high temperature superconductor (HTS) wire and coils; designs and develops superconductor products, such as power cables, fault current limiters and motors; and manages large-scale superconductor projects.

As described in Note 2, "Restatement," the Company's unaudited condensed consolidated financial statements included in the Original Form 10-Q for the quarterly period ending September 30, 2010 have been restated. Accordingly, the Company has restated operating results for its business segments for the three and six months ended September 30, 2010. The operating results for the two business segments are as follows (in thousands):

	Three months ended			Six months ended
	September 30,			September 30,
	2010		2010
	(Restated)	2009	(Restated)	2009
Revenues:
AMSC Power Systems	$95,084	$71,791	$190,012	$142,487
AMSC Superconductors	2,989	2,881	5,271	5,185
Total	$98,073	$74,672	$195,283	$147,672


	Three months ended		Six months ended
	September 30,		September 30,
	2010		2010
	(Restated)	2009	(Restated)	2009
Operating income:
AMSC Power Systems	$23,977	$19,866	$49,462	$35,261
AMSC Superconductors	-6,533	-5,647	-12,444	-11,144
Unallocated corporate expenses	-4,364	-3,889	-7,858	-7,396
Total	$13,080	$10,330	$29,160	$16,721

The accounting policies of the business segments are the same as those for the consolidated Company, except that 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. Unallocated corporate expenses include stock-based compensation expense of $4.3 million and $3.9 million for the three months ended September 30, 2010 and 2009, respectively, and $7.8 million and $6.9 million for the six months ended September 30, 2010 and 2009, respectively. Unallocated corporate expenses for the three and six months ended September 30, 2009 included $0.1 million and $0.5 million, respectively, of restructuring charges related primarily to the closure of the Company's facility in Westborough, Massachusetts.

For the three and six months ended September 30, 2010, a substantial portion of the Company's revenues was recognized from one customer: Sinovel Wind Co., Ltd., a manufacturer of wind turbines based in China. Revenue to Sinovel represented 82% and 77% of total revenues for the three and six months ended September 30, 2010, respectively, compared to 76% and 65% for the three and six months ended September 30, 2009, respectively.

Total assets for the two business segments are as follows (in thousands):

	September 30,
	2010	March 31,
	(Restated)	2010


AMSC Power Systems	$254,623	$179,873
AMSC Superconductors	47,622	32,978
Corporate assets	162,632	187,333
Total	$464,877	$400,184

Subsequent Events

6 Months Ended

Sep. 30, 2010

Subsequent Events

Subsequent Events

14. Subsequent Events

The Company has performed an evaluation of subsequent events through the time of filing this Quarterly Report on Form 10-Q/A with the SEC.

Fiscal 2010 Annual Report

The Company is concurrently filing its Annual Report on Form 10-K for the fiscal year ended March 31, 2011 after the due date for such filing. As a result of the issues identified in Note 2, "Restatement," and other adverse events that have occurred during and subsequent to the quarterly period ended March 31, 2011, the Company recorded the following material charges in the fourth quarter of the fiscal year ended March 31, 2011:

Impact on loss before income tax expense for the quarterly period ended March 31, 2011:
Increase in provision for excess and obsolete inventory	$ 61,216
Loss on purchase commitments	38,763
Goodwill and long-lived asset impairment	49,955
Write-off of prepaid value added taxes	5,355
Total impact on loss before income tax expenses for the quarterly period ended March 31, 2011	$ 155,289

The fourth quarter charges shown above are more fully described in the Form 10-K for the fiscal year ended March 31, 2011.

Quarter Ended December 31, 2010

The Company is concurrently filing an amended Form 10-Q for the quarterly period ended December 31, 2010 to restate its consolidated financial statements, related notes, key financial data and management's discussion and analysis related to those periods to correct accounting errors. The adjustments decreased revenues by $82.6 million and $86.1 million, decreased net income by $34.2 million and $36.3 million and decreased basic and diluted net income per share by $0.71 and $0.78 for the three and nine months ended December 31, 2010, respectively. The accounting errors and their impact to the unaudited condensed consolidated financial statements are more fully described in Note 2, "Restatement."

Included in the restatement adjustments for the three months ended December 31, 2010, is an increase in the provision for excess and obsolete inventory of $2.1 million and a write-off of certain prepaid value added taxes of $0.1 million that relate to amounts due from certain of its customers in China which the Company determined were not recoverable as of December 31, 2010. In addition, the Company determined that the achievement of certain Company performance measures were not probable to occur as of December 31, 2010 with revenue for certain customers now being recorded on a cash basis. The Company recorded an adjustment to reduce its bonus accrual, recorded in accrued expenses and cost and operating expenses by $1.4 million and stock-based compensation expenses by $1.2 million related to performance-based stock awards. The Company also recorded an adjustment of $0.6 million to increase property, plant and equipment and accrued expenses related to the implementation of the Company's new enterprise resource planning system. In addition, the Company identified and corrected minor errors in the unaudited condensed consolidated statement of cash flows for the nine months ended December 31, 2010.

The effects of the restatement on the Company's unaudited condensed consolidated balance sheet as of December 31, 2010 are as follows (in thousands):

	December 31, 2010
	Previously reported	Adjustments	Restated
Accounts receivable	$ 121,376	$ (95,105)	$ 26,271
Inventory	40,841	30,936	71,777
Prepaid expenses and other current assets	36,230	2,669	38,899
Deferred tax assets	3,640	5,432	9,072
Total current assets	450,451	(56,068)	394,383
Property, plant and equipment, net	89,131	567	89,698
Other assets	30,245	(19,203)	11,042
Total assets	640,441	(73,588)	566,853
Accounts payable and accrued expenses	95,806	(1,995)	93,811
Deferred revenues	21,837	(10,387)	11,450
Total current liabilities	120,296	(11,266)	109,030
Total liabilities	140,470	(27,735)	112,735
Accumulated other comprehensive loss	(7,905)	(397)	(8,302)
Accumulated deficit	(375,728)	(44,259)	(419,987)
Total stockholders' equity	$ 499,971	$ (45,853)	$ 454,118

The effects of the restatement on the Company's unaudited condensed consolidated statements of operations for the three and nine months ended December 31, 2010 are as follows (in thousands, except share data):

	Three months ended December 31, 2010
	Previously reported	Adjustments	Restated
Revenues	$ 114,193	$ (70,924)	$ 43,269
Cost of revenues	67,709	(29,792)	37,917
Research and development	9,057	(640)	8,417
Selling, general and administrative	15,564	13,681	29,245
Total cost and operating expenses	92,723	(16,752)	75,971
Operating (loss) income	21,470	(54,172)	(32,702)
(Loss) income before income tax expense	23,779	(54,174)	(30,395)
Income tax (benefit) expense	7,775	(11,474)	(3,699)
Net (loss) income	$ 16,004	$ (42,700)	$ (26,696)
Net (loss) earnings per common share - Basic	$ 0.33	$ (0.88)	$ (0.55)
Net (loss) earnings per common share - Diluted	$ 0.33	$ (0.88)	$ (0.55)

	Nine months ended December 31, 2010
	Previously reported	Adjustments	Restated
Revenues	$ 312,932	$ (74,380)	$ 238,552
Cost of revenues	186,160	(31,169)	154,991
Research and development	24,249	(640)	23,609
Selling, general and administrative	47,874	13,682	61,556
Total cost and operating expenses	259,437	(18,127)	241,310
Operating (loss) income	53,495	(56,253)	(2,758)
(Loss) income before income tax expense	58,789	(56,253)	2,536
Income tax (benefit) expense	23,628	(11,994)	11,634
Net (loss) income	$ 35,161	$ (44,259)	$ (9,098)
Net (loss) earnings per common share - Basic	$ 0.76	$ (0.96)	$ (0.20)
Net (loss) earnings per common share - Diluted	$ 0.75	$ (0.96)	$ (0.20)

The effects of the restatement on the Company's unaudited condensed consolidated statements of comprehensive (loss) income for the three and nine months ended December 31, 2010 are as follows (in thousands, except share data):

	Three months ended December 31, 2010
	Previously reported	Adjustments	Restated
Net (loss) income	$ 16,004	$ (42,700)	$ (26,696)
Foreign currency translation	(5,063)	(383)	(5,446)
Total other comprehensive income, net of tax	(6,348)	(383)	(6,731)
Comprehensive (loss) income	$ 9,656	$ (43,083)	$ (33,427)


	Nine months ended December 31, 2010
	Previously reported	Adjustments	Restated
Net (loss) income	$ 35,161	$ (44,259)	$ (9,098)
Foreign currency translation	(873)	(397)	(1,270)
Total other comprehensive income, net of tax	(894)	(397)	(1,291)
Comprehensive (loss) income	$ 34,267	$ (44,656)	$ (10,389)

The effects of the restatement on the Company's unaudited condensed consolidated statement of cash flows for the nine months ended December 31, 2010 are as follows (in thousands, except share data):

	Nine months ended December 31, 2010
	Previously reported	Adjustments	Restated
Cash flows from operating activities:
Net (loss) income	$ 35,161	$ (44,259)	$ (9,098)
Stock-based compensation expense	11,269	(1,196)	10,073
Allowance for doubtful accounts	1,262	8,700	9,962
Write-off of prepaid value added taxes	-	5,443	5,443
Deferred income taxes	(262)	(5,264)	(5,526)
Accounts receivable	(69,709)	105,295	35,586
Inventory	(4,446)	(30,145)	(34,591)
Prepaid expenses and other current assets	(15,881)	(7,791)	(23,672)
Accounts payable and accrued expenses	9,616	(3,466)	6,150
Deferred revenue	6,442	(26,469)	(20,027)
Net cash (used in) provided by operating activities	$ (16,336)	$ 889	$ (15,447)

Readers are strongly urged to read this Form 10-Q/A, the amended Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2010 and the Annual Report on Form 10-K for the fiscal year ended March 31, 2011 together for a more complete understanding of the Company's financial condition.

NASDAQ Notices

On June 17, 2011, the Company received notice from the NASDAQ Stock Market ("NASDAQ") stating that the Company is not in compliance with Listing Rule 5250(c)(1) for continued listing due to the Company's inability to file with the SEC the Company's Annual Report on Form 10-K for the year ended March 31, 2011 (the "Initial Delinquent Filing") on a timely basis. The notification was issued in accordance with standard NASDAQ procedures and has no immediate effect on the listing or trading of the Company's common stock on the NASDAQ Global Select Market. On August 16, 2011, the Company received notice from the NASDAQ stating that the Company is not in compliance with Listing Rule 5250(c)(1) for continued listing (i) due to the Company's inability to file with the SEC the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2011, and (ii) because the Company remained delinquent in filing the Company's Annual Report on Form 10-K for the period ended March 31, 2011. The notification was issued in accordance with standard NASDAQ procedures and had no immediate effect on the listing or trading of the Company's common stock on the NASDAQ Global Select Market. Pursuant to NASDAQ's letter dated June 17, 2011, which was disclosed in the Company's Current Report on Form 8-K filed with the SEC on June 21, 2011, the Company had until August 16, 2011 to submit a plan to regain compliance with respect to the Initial Delinquent Filing. The NASDAQ letter dated August 16, 2011 indicated that the Company had until August 30, 2011 to submit an updated plan explaining how it expected to regain compliance. On August 16, 2011, the Company submitted its plan to regain compliance. On August 31, 2011, the Company was informed that NASDAQ had granted an exception to its rules to enable the Company to regain compliance by September 30, 2011. With the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, the Annual Report on Form 10-K for the year ended March 31, 2011 and the Amended Quarterly Reports on Form 10-Q as of and for the quarters ended September 30, 2010 and December 31, 2010 and subject to receipt of a confirmation of compliance, the Company will be in compliance with the NASDAQ listing requirements.

Planned Acquisition of "The Switch"

On March 12, 2011, the Company entered into a Share Purchase Agreement (the "Agreement"), by and among the Company and the shareholders of The Switch Engineering Oy, a power technologies company headquartered in Finland ("The Switch").

On June 29, 2011, the Company entered into an amendment agreement (the "Amendment"), by and among the Company and the shareholders (the "Shareholders") of The Switch, amending the Agreement. Pursuant to the Agreement, as amended by the Amendment, the Company has agreed to acquire all of the outstanding shares of The Switch for an aggregate purchase price (based on an exchange rate of $1.44 per Euro) of (i) $273.6 million, payable as follows: (1) $20.6 million in cash in the form of an advance payment (the "Advance Payment"), which was paid on June 29, 2011 and is classified as advance payment for planned acquisition on the unaudited condensed consolidated balance sheet as of June 30, 2011, (2) $171.0 million in cash at the closing of the acquisition and (3) the issuance at the closing of the acquisition shares of our common stock, $0.01 par value per share, with a value of $82.1 million based on the average closing price of the common stock during the 20 trading days preceding the second business day prior to the closing of the acquisition and the U.S. dollar to euro exchange rate on the second business day prior to the closing of the acquisition, and (ii) in the event closing occurs after September 1, 2011, interest at an annual rate of 4% on $171.0 million, accruing from September 1, 2011 to and including the closing date, payable in cash at the closing of the acquisition. In the event that the total number of shares of common stock issuable to the shareholders of The Switch exceeds 19.9% of the total number of shares of common stock outstanding prior to such issuance, in lieu of the issuance of such excess shares, the Company agreed to pay additional cash at the closing to the Minor Sellers (as defined in the Agreement) and issue to the remaining shareholders unsecured promissory notes for such excess amount, payable on the first business day after the first anniversary of the closing date.

Pursuant to the Amendment, the parties agreed that the escrow would terminate on June 10, 2012 rather than twelve months after the closing date. The parties also agreed that the closing would take place on the tenth business day after the date on which the Company informs the Shareholders that a financing resulting in post-acquisition net cash available to the Company of at least $100 million has been completed, provided that all other closing conditions have been satisfied or waived. In addition, pursuant to the Amendment, the parties agreed that the Advance Payment shall constitute a termination fee payable to the Shareholders in the event the Agreement, as amended by the Amendment, is terminated should the closing not take place on or before September 30, 2011 (subject to extension for up to two one-month periods, as described in Section 6.6), or 10 business days thereafter in the case of a breach and/or failure to remedy by the Shareholders under Section 6.3.1, (i) by the Shareholders pursuant to Section 6.6(i), or (ii) the Company pursuant to Section 6.6(ii) (which, in the case of Sections 6.6(i) and 6.6(ii), includes upon the occurrence of a Failed Financing Event (as defined in the Amendment) and, in the case of Section 6.6(ii), upon the occurrence of a Material Adverse Effect (as defined in the Share Purchase Agreement)). Upon any such termination and retention by the Shareholders of the Advance Payment, the parties shall have no right to make any further claims against each other.

The Company will require proceeds from an additional financing to finance the planned acquisition of The Switch. Closing of the transaction, which has been approved by both companies' Boards of Directors, is subject to customary closing conditions. With sales of both power converter systems and permanent magnet generators to wind turbine manufacturers in China, Europe, Korea and the U.S., this planned acquisition of The Switch is expected to diversify AMSC's customer base and channels to market.

Chief Executive Officer Transition

On May 24, 2011, the Company announced that Daniel P. McGahn, President and Chief Operating Officer, had been appointed Chief Executive Officer and a member of the Board of Directors, effective June 1, 2011. Mr. McGahn succeeds Gregory J. Yurek, who resigned from his position as Chief Executive Officer of the Company, effective on June 1, 2011. In connection with his retirement and resignation, the Company entered into a retirement and services agreement (the "Retirement Agreement") with Mr. Yurek pursuant to which Mr. Yurek will serve as a senior advisor to the Company for up to 24 months. The Retirement Agreement includes a general release of claims and customary non-compete and non-solicit covenants for the three-year period ending May 31, 2014. Pursuant to the Retirement Agreement, Mr. Yurek is entitled to receive the following payments and benefits: (i) a total of $2.0 million in cash, of which $83,333 is payable on the final day of each month from June 2011 to August 2012, $50,000 is payable on the final day of September 2012, and $50,000 is payable on the final day of each month from April 2013 to May 2014; and (ii) continued group medical, dental and vision insurance coverage through May 31, 2014. In accordance with the terms of Mr. Yurek's outstanding stock option and restricted stock agreements, the outstanding restricted stock that was unvested as of June 1, 2011 was forfeited and the outstanding stock options will continue to vest for so long as he continues to serve as an advisor to the Company. Thereafter, any remaining unvested portions of Mr. Yurek's stock options will be cancelled for no consideration. Mr. Yurek agreed to remain as Chairman of the Board until the annual meeting of stockholders or August 15, 2011, whichever occurred first; and will not stand for reelection to the Board at the annual meeting. Mr. Yurek ceased serving as our Chairman of the Board on August 15, 2011. The Retirement Agreement replaces and supersedes the Amended and Restated Executive Severance Agreement, dated as of December 23, 2008, between the Company and Mr. Yurek.

The Company recorded costs of $2.7 million within selling, general and administrative expenses of the unaudited condensed consolidated statements of operations for the three months ended June 30, 2011 which consist of $2.1 million severance benefits under the Agreement and $0.6 million of stock compensation expense related to outstanding stock options.

Business Segments

In order to more effectively increase and diversify its revenues, as of April 1, 2011, the Company realigned its business into two new market-facing business segments: Wind and Grid. The Company believes that this more market-centric structure will enable it to more effectively anticipate and meet the needs of its core wind turbine manufacturing, power generation project development and electric utility customers. Through March 31, 2011, the Company continued to report on the AMSC Power Systems and AMSC Superconductors business segments.

Restructuring

The Company initiated a restructuring plan in August 2011 (the "2011 Plan") to reorganize global operations, streamline various functions of the business, and reduce its global workforce to match the demand for its products. The 2011 Plan resulted in a headcount reduction of 150 employees. Coinciding with the 2011 Plan, on August 8, 2011, the Company and Charles W. Stankiewicz, Executive Vice President, Operations and Grid Segment, and Angelo R. Santamaria, Senior Vice President, Global Manufacturing Operations, mutually agreed to end their employment effective on August 23, 2011 and August 12, 2011, respectively. From April 1, 2011 through the date of this filing, the Company has reduced its global workforce by approximately 30%, which is expected to result in annual savings of approximately $30.0 million. As a result of the 2011 Plan, the Company expects to recognize restructuring charges of $3.0 million to $4.0 million in the second quarter of fiscal 2011. These charges primarily relate to severance costs and are expected to be paid through fiscal 2012.

Public Offering

In November 2010, the Company issued 4,600,000 shares of common stock at a price of $35.50 per share in a follow-on public offering, which resulted in net proceeds to the Company of approximately $155.2 million, after deducting the underwriting costs and offering expenses of $8.1 million.

Income Taxes	6 Months Ended
Income Taxes	Sep. 30, 2010
Income Taxes
Income Taxes	10. Income Taxes The Company recorded income tax expense of $7.9 million and $15.1 million for the three and six months ended September 30, 2010, respectively, and $5.3 million and $8.2 million for the three and six months ended September 30, 2009, respectively. The fluctuations relate primarily to income generated in foreign jurisdictions. The Company has provided a valuation allowance against all deferred tax assets in the U.S. as it is more likely than not that its U.S. deferred tax assets are not currently realizable due to the net operating losses incurred by the Company in the U.S. since its inception.