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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Maxwell Technologies, Inc. | NASDAQ:MXWL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.48 | 4.48 | 4.49 | 0 | 01:00:00 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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95-2390133
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3888 Calle Fortunada, San Diego, California
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92123
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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MXWL
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NASDAQ Global Select Market
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Emerging growth company
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o
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Page
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Item 1.
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Financial Statements
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|
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March 31,
2019 |
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December 31,
2018 |
||||
ASSETS
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|
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|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
48,128
|
|
|
$
|
58,028
|
|
Trade and other accounts receivable,
net of allowance for doubtful accounts of $12 and $0 as of March 31, 2019 and Decembe
r 31, 2018, respectively
|
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18,153
|
|
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19,966
|
|
||
Inventories
|
|
36,886
|
|
|
33,645
|
|
||
Prepaid expenses and other current assets
|
|
2,575
|
|
|
2,817
|
|
||
Total current assets
|
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105,742
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114,456
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|
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Property and equipment, net
|
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23,344
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|
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24,377
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|
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Operating lease right-of-use assets
|
|
8,683
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|
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—
|
|
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Intangible assets, net
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9,497
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|
|
10,004
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|
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Goodwill
|
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13,944
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|
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14,189
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Other non-current assets
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669
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|
|
705
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Total assets
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$
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161,879
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$
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163,731
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||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
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|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
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$
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20,645
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|
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$
|
16,513
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Accrued employee compensation
|
|
5,527
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|
|
7,146
|
|
||
Deferred revenue and other current liabilities
|
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4,580
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|
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4,279
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|
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Operating lease liabilities, short-term
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2,178
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|
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—
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|
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Short-term borrowings and current portion of long-term debt
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366
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|
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438
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|
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Total current liabilities
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33,296
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|
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28,376
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|
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Deferred tax liability, long-term
|
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50
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|
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53
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Long-term debt, excluding current portion
|
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38,305
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|
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37,969
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|
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Defined benefit plan liability
|
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4,530
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|
|
4,489
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|
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Operating lease liabilities, long-term
|
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8,898
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|
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—
|
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Other long-term liabilities
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863
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|
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2,253
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Total liabilities
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85,942
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73,140
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Commitments and contingencies (Note 14)
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Stockholders’ equity:
|
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|
||||
Common stock, $0.10 par value per share, 80,000,000 shares authorized at March 31, 2019 and December 31 2018; 46,501,538 and 45,996,186 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
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4,647
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4,597
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Additional paid-in capital
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373,170
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369,793
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Accumulated deficit
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|
(301,123
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)
|
|
(283,503
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)
|
||
Accumulated other comprehensive income
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|
(757
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)
|
|
(296
|
)
|
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Total stockholders’ equity
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75,937
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|
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90,591
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|
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Total liabilities and stockholders’ equity
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$
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161,879
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$
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163,731
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Three Months Ended
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||||||
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March 31,
|
||||||
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2019
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|
2018
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||||
Revenue
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$
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15,438
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$
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23,002
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Cost of revenue
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16,966
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19,684
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Gross profit (loss)
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(1,528
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)
|
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3,318
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Operating expenses:
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||||
Selling, general and administrative
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9,700
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7,783
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Research and development
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5,165
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4,908
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Restructuring and exit costs
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—
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(57
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)
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Total operating expenses
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14,865
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12,634
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Loss from operations
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(16,393
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)
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(9,316
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)
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Interest expense
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1,140
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1,063
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Other components of defined benefit plans, net
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26
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29
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Other income
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(137
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)
|
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(71
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)
|
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Foreign currency exchange loss, net
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184
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|
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51
|
|
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Loss from continuing operations before income taxes
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(17,606
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)
|
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(10,388
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)
|
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Income tax provision
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14
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|
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126
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|
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Loss from continuing operations
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(17,620
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)
|
|
(10,514
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)
|
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Income from discontinued operations, net of income taxes
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—
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|
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1,309
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|
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Net loss
|
|
$
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(17,620
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)
|
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$
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(9,205
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)
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|
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Net income (loss) per share - basic and diluted:
|
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|
||||
Continuing operations
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$
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(0.38
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)
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$
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(0.28
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)
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Discontinued operations
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—
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|
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0.03
|
|
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Net income (loss) per share - basic and diluted
|
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$
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(0.38
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)
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$
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(0.25
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)
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|
||||
Weighted average common shares outstanding:
|
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|
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|
||||
Basic and diluted
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46,220
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|
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37,522
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||||||
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Three Months Ended March 31,
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||||||
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2019
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2018
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||||
Net loss
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$
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(17,620
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)
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$
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(9,205
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)
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Other comprehensive income (loss), net of tax:
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|
||||
Foreign currency translation adjustment
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|
(461
|
)
|
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1,437
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|
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Defined benefit plans, net of tax:
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|
||||
Amortization of prior service cost, net of tax provision of $5 for the three months ended March 31, 2018
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|
—
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|
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19
|
|
||
Other comprehensive income (loss), net of tax
|
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(461
|
)
|
|
1,456
|
|
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Comprehensive loss
|
|
$
|
(18,081
|
)
|
|
$
|
(7,749
|
)
|
|
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Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders’
Equity
|
|||||||||||
Balance at December 31, 2018
|
|
45,996
|
|
|
4,597
|
|
|
369,793
|
|
|
(283,503
|
)
|
|
(296
|
)
|
|
90,591
|
|
|||||
Share-based compensation
|
|
294
|
|
|
29
|
|
|
1,642
|
|
|
—
|
|
|
—
|
|
|
1,671
|
|
|||||
Issuance of common stock for bonuses and director fees
|
|
211
|
|
|
21
|
|
|
1,735
|
|
|
—
|
|
|
—
|
|
|
1,756
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,620
|
)
|
|
—
|
|
|
(17,620
|
)
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(461
|
)
|
|
(461
|
)
|
|||||
Balance at March 31, 2019
|
|
46,501
|
|
|
$
|
4,647
|
|
|
$
|
373,170
|
|
|
$
|
(301,123
|
)
|
|
$
|
(757
|
)
|
|
$
|
75,937
|
|
|
|
Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders’
Equity
|
|||||||||||
Balance at December 31, 2017
|
|
37,200
|
|
|
3,717
|
|
|
337,541
|
|
|
(247,233
|
)
|
|
12,076
|
|
|
106,101
|
|
|||||
Share-based compensation
|
|
280
|
|
|
28
|
|
|
1,224
|
|
|
—
|
|
|
—
|
|
|
1,252
|
|
|||||
Issuance of common stock for bonuses and director fees
|
|
520
|
|
|
52
|
|
|
3,132
|
|
|
—
|
|
|
—
|
|
|
3,184
|
|
|||||
Cumulative effect of accounting standards adoption
|
|
—
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
|
|
278
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,205
|
)
|
|
—
|
|
|
(9,205
|
)
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,437
|
|
|
1,437
|
|
|||||
Pension and defined benefit plan liability adjustment, net of tax provision of $5
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
|||||
Balance at March 31, 2018
|
|
38,000
|
|
|
$
|
3,797
|
|
|
$
|
341,897
|
|
|
$
|
(256,160
|
)
|
|
$
|
13,532
|
|
|
$
|
103,066
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net loss
|
|
$
|
(17,620
|
)
|
|
$
|
(9,205
|
)
|
Less: Income from discontinued operations, net of income taxes
|
|
—
|
|
|
(1,309
|
)
|
||
Loss from continuing operations
|
|
(17,620
|
)
|
|
(10,514
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation
|
|
1,768
|
|
|
1,635
|
|
||
Amortization of intangible assets
|
|
302
|
|
|
316
|
|
||
Amortization of right-of-use lease assets
|
|
382
|
|
|
—
|
|
||
Non-cash interest expense
|
|
495
|
|
|
439
|
|
||
Defined benefit plan cost
|
|
181
|
|
|
184
|
|
||
Stock-based compensation expense
|
|
2,091
|
|
|
2,374
|
|
||
Gain on sale of property and equipment
|
|
—
|
|
|
(4
|
)
|
||
Provision for (recovery of) losses on accounts receivable
|
|
12
|
|
|
(10
|
)
|
||
Provision for losses on inventory
|
|
551
|
|
|
472
|
|
||
Provision for warranties
|
|
110
|
|
|
64
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Trade and other accounts receivable
|
|
1,749
|
|
|
(2,843
|
)
|
||
Inventories
|
|
(3,867
|
)
|
|
(4,338
|
)
|
||
Prepaid expenses and other assets
|
|
237
|
|
|
(60
|
)
|
||
Accounts payable and accrued liabilities
|
|
5,150
|
|
|
1,041
|
|
||
Deferred revenue and other current liabilities
|
|
315
|
|
|
78
|
|
||
Accrued employee compensation
|
|
(251
|
)
|
|
(643
|
)
|
||
Operating lease liabilities
|
|
(549
|
)
|
|
—
|
|
||
Deferred tax liability
|
|
32
|
|
|
46
|
|
||
Defined benefit plan and other long-term liabilities
|
|
(121
|
)
|
|
(359
|
)
|
||
Net cash used in operating activities - continuing operations
|
|
(9,033
|
)
|
|
(12,122
|
)
|
||
Net cash provided by operating activities - discontinued operations
|
|
—
|
|
|
911
|
|
||
Total net cash used in operating activities
|
|
(9,033
|
)
|
|
(11,211
|
)
|
||
|
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(702
|
)
|
|
(2,599
|
)
|
||
Proceeds from sale of property and equipment
|
|
—
|
|
|
8
|
|
||
Net cash used in investing activities - continuing operations
|
|
(702
|
)
|
|
(2,591
|
)
|
||
Net cash used in investing activities - discontinued operations
|
|
—
|
|
|
(1,319
|
)
|
||
Total net cash used in investing activities
|
|
(702
|
)
|
|
(3,910
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
FINANCING ACTIVITIES:
|
|
|
|
|
||||
Payments related to finance lease
|
|
(232
|
)
|
|
—
|
|
||
Line of credit borrowings
|
|
—
|
|
|
5,000
|
|
||
Net cash provided by (used in) financing activities - continuing operations
|
|
(232
|
)
|
|
5,000
|
|
||
Net cash used in financing activities - discontinued operations
|
|
—
|
|
|
(8
|
)
|
||
Total net cash provided by (used in) financing activities
|
|
(232
|
)
|
|
4,992
|
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
67
|
|
|
110
|
|
||
Decrease in cash and cash equivalents
|
|
(9,900
|
)
|
|
(10,019
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents, beginning of period - continuing operations
|
|
58,028
|
|
|
46,192
|
|
||
Cash and cash equivalents, beginning of period - discontinued operations
|
|
—
|
|
|
3,930
|
|
||
Cash and cash equivalents, end of period
|
|
48,128
|
|
|
40,103
|
|
||
Cash and cash equivalents, end of period - discontinued operations
|
|
—
|
|
|
3,766
|
|
||
Cash and cash equivalents, end of period - continuing operations
|
|
$
|
48,128
|
|
|
$
|
36,337
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
|
||||
Loss from continuing operations, net of income taxes
|
|
$
|
(17,620
|
)
|
|
$
|
(10,514
|
)
|
Income from discontinued operations, net of income taxes
|
|
—
|
|
|
1,309
|
|
||
Net loss
|
|
$
|
(17,620
|
)
|
|
$
|
(9,205
|
)
|
Denominator:
|
|
|
|
|
||||
Weighted-average common shares outstanding - basic and diluted
|
|
46,220
|
|
|
37,522
|
|
||
Net income (loss) per share - basic and diluted:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(0.38
|
)
|
|
$
|
(0.28
|
)
|
Discontinued operations
|
|
—
|
|
|
0.03
|
|
||
Net loss per share - basic and diluted
|
|
$
|
(0.38
|
)
|
|
$
|
(0.25
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Beginning balance
|
|
$
|
3,479
|
|
|
$
|
5,234
|
|
Impact of adoption of ASC 606
|
|
—
|
|
|
(518
|
)
|
||
Increases due to cash received from customers
|
|
908
|
|
|
1,267
|
|
||
Decreases due to recognition of revenue
|
|
(489
|
)
|
|
(1,461
|
)
|
||
Other changes
|
|
(265
|
)
|
|
(4
|
)
|
||
Ending balance of contract liabilities
|
|
$
|
3,633
|
|
|
$
|
4,518
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Raw materials and purchased parts
|
|
$
|
10,995
|
|
|
$
|
11,267
|
|
Work-in-process
|
|
766
|
|
|
492
|
|
||
Finished goods
|
|
17,552
|
|
|
12,961
|
|
||
Consigned inventory
|
|
7,573
|
|
|
8,925
|
|
||
Total inventories
|
|
$
|
36,886
|
|
|
$
|
33,645
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Beginning balance
|
|
$
|
944
|
|
|
$
|
1,315
|
|
Product warranties issued
|
|
167
|
|
|
123
|
|
||
Settlement of warranties
|
|
(56
|
)
|
|
(221
|
)
|
||
Changes related to preexisting warranties
|
|
(57
|
)
|
|
(60
|
)
|
||
Ending balance
|
|
$
|
998
|
|
|
$
|
1,157
|
|
|
|
Foreign
Currency Translation Adjustment |
|
Defined Benefit
Plans |
|
Accumulated
Other Comprehensive Income |
|
Affected Line Items in the Statement of Operations
|
||||||
Balance as of December 31, 2018
|
|
$
|
394
|
|
|
$
|
(690
|
)
|
|
$
|
(296
|
)
|
|
|
Other comprehensive income before reclassification
|
|
(461
|
)
|
|
—
|
|
|
(461
|
)
|
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cost of Sales, Selling, General and Administrative and Research and Development Expense
|
|||
Net other comprehensive income for the
three months ended March 31, 2019
|
|
(461
|
)
|
|
—
|
|
|
(461
|
)
|
|
|
|||
Balance as of March 31, 2019
|
|
$
|
(67
|
)
|
|
$
|
(690
|
)
|
|
$
|
(757
|
)
|
|
|
•
|
The Company elected the package of practical expedients available for transition which allows it to not reassess:
|
◦
|
Whether expired or existing contracts contain leases
|
◦
|
Lease classification for expired or existing leases; and
|
◦
|
Previously capitalized initial direct costs
|
•
|
For all asset classes, the Company elected to not recognize right-of-use assets and lease liabilities for leases with a term of 12 months or less; and
|
•
|
For all asset classes, the Company elected not to separate non-lease components from lease components to which they relate.
|
|
|
Three Months Ended March 31,
|
||
|
|
2019
|
||
Operating lease cost
|
|
$
|
382
|
|
Finance lease cost
|
|
159
|
|
|
Interest on finance lease
|
|
21
|
|
|
|
|
|
||
Operating cash flows from operating leases
|
|
723
|
|
|
Operating cash flows from finance lease
|
|
21
|
|
|
Financing cash flows from finance lease
|
|
232
|
|
|
|
As of March 31,
|
||
|
|
2019
|
||
Operating lease right-of-use assets
|
|
$
|
8,683
|
|
Operating lease liability, short-term
|
|
2,178
|
|
|
Operating lease liability, long-term
|
|
8,898
|
|
|
Weighted-average remaining lease term - operating leases
|
|
5.7 years
|
|
|
Weighted-average discount rate - operating leases
|
|
6.1
|
%
|
|
|
|
|
||
Finance lease right-of use asset
|
|
$
|
1,532
|
|
Finance lease liability, short-term
|
|
366
|
|
|
Finance lease liability, long-term
|
|
931
|
|
|
Weighted-average remaining lease term - finance lease
|
|
2.5 years
|
|
|
Weighted-average discount rate - finance lease
|
|
5.0
|
%
|
|
Operating Leases
|
|
Finance
Lease
|
||||
2019 (excluding the three months ended March 31, 2019)
|
$
|
2,122
|
|
|
$
|
257
|
|
2020
|
2,705
|
|
|
687
|
|
||
2021
|
2,173
|
|
|
451
|
|
||
2022
|
2,202
|
|
|
—
|
|
||
2023
|
1,218
|
|
|
—
|
|
||
2024 and thereafter
|
2,814
|
|
|
—
|
|
||
Total minimum lease payments
|
13,234
|
|
|
1,395
|
|
||
Less imputed interest
|
(2,158
|
)
|
|
(98
|
)
|
||
Lease liability
|
$
|
11,076
|
|
|
$
|
1,297
|
|
Balance as of December 31, 2018
|
|
$
|
14,189
|
|
Foreign currency translation adjustments
|
|
(245
|
)
|
|
Balance as of March 31, 2019
|
|
$
|
13,944
|
|
|
|
As of March 31, 2019
|
||||||||||||||||
|
|
Useful Life
(in years)
|
|
Gross Initial Carrying Value
|
|
Cumulative Foreign Currency Translation Adjustment
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||
Customer relationships - institutional
|
|
14
|
|
$
|
3,200
|
|
|
$
|
(3
|
)
|
|
$
|
(449
|
)
|
|
$
|
2,748
|
|
Customer relationships - non-institutional
|
|
10
|
|
4,400
|
|
|
(3
|
)
|
|
(873
|
)
|
|
3,524
|
|
||||
Trademarks and trade names
|
|
10
|
|
1,500
|
|
|
(1
|
)
|
|
(297
|
)
|
|
1,202
|
|
||||
Developed technology
|
|
8
|
|
2,700
|
|
|
(2
|
)
|
|
(675
|
)
|
|
2,023
|
|
||||
Total intangible assets
|
|
|
|
$
|
11,800
|
|
|
$
|
(9
|
)
|
|
$
|
(2,294
|
)
|
|
$
|
9,497
|
|
|
|
As of December 31, 2018
|
||||||||||||||||
|
|
Useful Life
(in years)
|
|
Gross Initial Carrying Value
|
|
Cumulative Foreign Currency Translation Adjustment
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||
Customer relationships - institutional
|
|
14
|
|
$
|
3,200
|
|
|
$
|
57
|
|
|
$
|
(390
|
)
|
|
$
|
2,867
|
|
Customer relationships - non-institutional
|
|
10
|
|
4,400
|
|
|
74
|
|
|
(759
|
)
|
|
3,715
|
|
||||
Trademarks and trade names
|
|
10
|
|
1,500
|
|
|
25
|
|
|
(259
|
)
|
|
1,266
|
|
||||
Developed technology
|
|
8
|
|
2,700
|
|
|
43
|
|
|
(587
|
)
|
|
2,156
|
|
||||
Total intangible assets
|
|
|
|
$
|
11,800
|
|
|
$
|
199
|
|
|
$
|
(1,995
|
)
|
|
$
|
10,004
|
|
|
|
September 2017 Plan
|
||
Restructuring liability as of December 31, 2016
|
|
$
|
—
|
|
Costs incurred
|
|
1,275
|
|
|
Amounts paid
|
|
(431
|
)
|
|
Accruals released
|
|
(27
|
)
|
|
Restructuring liability as of December 31, 2017
|
|
817
|
|
|
Costs incurred
|
|
45
|
|
|
Amounts paid
|
|
(423
|
)
|
|
Accruals released
|
|
(102
|
)
|
|
Restructuring liability as of March 31, 2018
|
|
$
|
337
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Principal amount
|
|
$
|
46,000
|
|
|
$
|
46,000
|
|
Unamortized debt discount - equity component
|
|
(6,410
|
)
|
|
(6,778
|
)
|
||
Unamortized debt discount - initial purchaser
|
|
(1,914
|
)
|
|
(2,024
|
)
|
||
Unamortized transaction costs
|
|
(302
|
)
|
|
(319
|
)
|
||
Net carrying value
|
|
$
|
37,374
|
|
|
$
|
36,879
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash interest expense
|
|
|
|
|
||||
Coupon interest expense
|
|
$
|
633
|
|
|
$
|
633
|
|
Non-cash interest expense
|
|
|
|
|
||||
Amortization of debt discount - equity component
|
|
368
|
|
|
327
|
|
||
Amortization of debt discount - initial purchaser
|
|
110
|
|
|
97
|
|
||
Amortization of transaction costs
|
|
17
|
|
|
15
|
|
||
Total interest expense
|
|
$
|
1,128
|
|
|
$
|
1,072
|
|
|
|
Three Months Ended March 31,
|
||
|
|
2018
|
||
Revenue
|
|
$
|
5,414
|
|
Cost of revenue
|
|
3,051
|
|
|
Gross profit
|
|
2,363
|
|
|
Operating expenses:
|
|
|
||
Selling, general and administrative
|
|
1,789
|
|
|
Research and development
|
|
624
|
|
|
Total operating expenses
|
|
2,413
|
|
|
Income from operations of discontinued operations
|
|
(50
|
)
|
|
Other components of defined benefit plans, net
|
|
249
|
|
|
Other income and expense, net
|
|
(38
|
)
|
|
Income tax benefit
|
|
1,148
|
|
|
Income from discontinued operations, net of income taxes
|
|
$
|
1,309
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
Expected dividend yield
|
|
—
|
%
|
Expected volatility
|
|
46% - 47%
|
|
Risk-free interest rate
|
|
2.36% - 2.39%
|
|
Expected term (in years)
|
|
2.8 - 2.9
|
|
|
|
Three Months Ended March 31,
|
|||||||||||
|
|
2019
|
|
2018
|
|||||||||
|
|
Shares granted
(in thousands) |
|
Average grant date fair value
|
|
Shares granted
(in thousands) |
|
Average grant date fair value
|
|||||
Service-based
|
|
125
|
|
|
$
|
2.86
|
|
|
921
|
|
$
|
5.77
|
|
Performance objectives
|
|
—
|
|
|
n/a
|
|
|
78
|
|
5.85
|
|
||
Market-condition
|
|
—
|
|
|
n/a
|
|
|
335
|
|
7.55
|
|
||
Total RSUs granted
|
|
125
|
|
|
2.86
|
|
|
1,334
|
|
6.22
|
|
|
|
Three Months Ended March 31,
|
||||||
RSU Type
|
|
2019
|
|
2018
|
||||
Service-based
|
|
$
|
1,153
|
|
|
$
|
1,084
|
|
Performance objectives
|
|
83
|
|
|
120
|
|
||
Market-condition
|
|
333
|
|
|
298
|
|
||
|
|
$
|
1,569
|
|
|
$
|
1,502
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
||
Expected volatility
|
|
59
|
%
|
|
43
|
%
|
||
Risk-free interest rate
|
|
2.51
|
%
|
|
1.39
|
%
|
||
Expected term (in years)
|
|
0.50
|
|
|
0.50
|
|
||
Fair value per share
|
|
$
|
0.78
|
|
|
$
|
1.29
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cost of revenue
|
|
$
|
277
|
|
|
$
|
317
|
|
Selling, general and administrative
|
|
1,479
|
|
|
1,657
|
|
||
Research and development
|
|
335
|
|
|
400
|
|
||
Total stock-based compensation expense
|
|
$
|
2,091
|
|
|
$
|
2,374
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Service cost
|
|
$
|
155
|
|
|
$
|
151
|
|
Cost recognized as a component of compensation cost
|
|
155
|
|
|
151
|
|
||
Interest cost
|
|
26
|
|
|
29
|
|
||
Cost recognized in other components of defined benefit plans, net
|
|
26
|
|
|
29
|
|
||
Net cost
|
|
$
|
181
|
|
|
$
|
180
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
the risk that the pending acquisition by Tesla does not close due to regulatory approval, either party deciding to terminate the agreement after five months from the signing, or the failure of one or more of the other conditions to close under the merger agreement we entered into with Tesla in the anticipated timeframe or at all;
|
•
|
disruption from the merger making it more difficult to maintain our customer, supplier, key personnel and other strategic relationships;
|
•
|
uncertainty as to the market value of the Tesla merger consideration to be paid in the merger below an agreed to floor trading price of Tesla common stock at the time of closing thereby impacting current stockholders’ decisions to tender their shares under the tender offer process;
|
•
|
the risk that required review and approval of the Form S-4 registration statement for the Tesla common stock to be issued in the merger will be delayed beyond current expectations;
|
•
|
the risk of litigation in respect of either Tesla or Maxwell or the merger;
|
•
|
our intentions, beliefs and expectations regarding our expenses, cost savings, sales, operations and future financial performance;
|
•
|
our operating results;
|
•
|
our ability to manage cash flows;
|
•
|
our ability to develop, introduce and commercialize new products, technologies applications or enhancements to existing products and educate prospective customers;
|
•
|
anticipated growth and trends in our business;
|
•
|
our ability to successfully complete one or more financings;
|
•
|
our ability to otherwise obtain sufficient capital to meet our operating requirements, including, but not limited to, our investment requirements for new technology and products, or other needs;
|
•
|
our ability to manage our long-term debt and our ability to service our debt, including our convertible debt;
|
•
|
risks related to changes in, and uncertainties with respect to, legislation, regulation and governmental policy;
|
•
|
risks related to tax laws and tax changes (including U.S. and foreign taxes on foreign subsidiaries);
|
•
|
risks related to our international operations;
|
•
|
our expectations regarding our revenues, customers and distributors;
|
•
|
our beliefs and expectations regarding our market penetration and expansion efforts, especially considering the small number of vertical markets and a small number of geographic regions;
|
•
|
our expectations regarding the benefits and integration of recently-acquired businesses and our ability to make future acquisitions and successfully integrate any such future-acquired businesses;
|
•
|
our ability to protect our intellectual property rights and to defend claims against us;
|
•
|
dependence upon third party manufacturing and other service providers, many of which are located outside the U.S. and our ability to manage reliance upon certain key suppliers;
|
•
|
our anticipated trends and challenges in the markets in which we operate; and
|
•
|
our expectations and beliefs regarding and the impact of investigations, claims and litigation.
|
•
|
Merger Agreement with Tesla
|
•
|
Executive Overview
|
•
|
Recent Highlights
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Critical Accounting Estimates
|
•
|
Recent Accounting Pronouncements
|
•
|
Off Balance Sheet Arrangements
|
•
|
In January 2019, we announced the launch of a new full-featured 3.0-volt (3.0V) product platform. With the introduction of these next generation ultracapacitors, users have the ability to increase energy and power in the same form factor as the 2.7-volt product line and can significantly cost-optimize their system designs by using fewer ultracapacitor cells or modules. Alternatively, users can upgrade to a 3.0V solution to extend the expected life of their products. The 3.0V platform is designed for single-cell applications as well as multi-cell complex module systems.
|
|
|
Three Months Ended March 31,
|
||||
|
|
2019
|
|
2018
|
||
Revenue
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
|
110
|
%
|
|
86
|
%
|
Gross profit
|
|
(10
|
)%
|
|
14
|
%
|
Operating expenses:
|
|
|
|
|
||
Selling, general and administrative
|
|
63
|
%
|
|
34
|
%
|
Research and development
|
|
33
|
%
|
|
21
|
%
|
Total operating expenses
|
|
96
|
%
|
|
55
|
%
|
Loss from operations
|
|
(106
|
)%
|
|
(41
|
)%
|
Interest expense, net
|
|
8
|
%
|
|
4
|
%
|
Other income
|
|
(1
|
)%
|
|
—
|
%
|
Foreign currency exchange loss, net
|
|
1
|
%
|
|
—
|
%
|
Loss from continuing operations before income taxes
|
|
(114
|
)%
|
|
(45
|
)%
|
Income tax provision
|
|
—
|
%
|
|
1
|
%
|
Loss from continuing operations
|
|
(114
|
)%
|
|
(46
|
)%
|
Income from discontinued operations, net of income taxes
|
|
—
|
%
|
|
6
|
%
|
Net loss
|
|
(114
|
)%
|
|
(46
|
)%
|
•
|
a
$4.8 million
decline in gross profit primarily associated with lower revenue and the impact of fixed production costs on lower revenue and production volumes, as well as lower selling prices;
|
•
|
$1.8 million of legal and advisory costs recorded in the first quarter of 2019 related to the Merger Agreement with Tesla; and
|
•
|
$1.3 million
of income from discontinued operations, net of income taxes, in the first quarter of 2018 related to the high voltage product line which was sold in the fourth quarter of 2018.
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
Decrease
|
|
% Change
|
|||||||
Revenue
|
|
$
|
15,438
|
|
|
$
|
23,002
|
|
|
$
|
(7,564
|
)
|
|
(33
|
)%
|
Cost of revenue
|
|
16,966
|
|
|
19,684
|
|
|
(2,718
|
)
|
|
(14
|
)%
|
|||
% of Revenue
|
|
110
|
%
|
|
86
|
%
|
|
|
|
|
|||||
Gross profit
|
|
$
|
(1,528
|
)
|
|
$
|
3,318
|
|
|
$
|
(4,846
|
)
|
|
(146
|
)%
|
% of Revenue
|
|
(10
|
)%
|
|
14
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
Decrease
|
|
% Change
|
|||||||
Selling, general and administrative
|
|
$
|
9,700
|
|
|
$
|
7,783
|
|
|
$
|
1,917
|
|
|
25
|
%
|
% of Revenue
|
|
63
|
%
|
|
34
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
Increase
|
|
% Change
|
|||||||
Research and development
|
|
$
|
5,165
|
|
|
$
|
4,908
|
|
|
$
|
257
|
|
|
5
|
%
|
% of Revenue
|
|
33
|
%
|
|
21
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Total cash provided by (used in):
|
|
|
|
|
||||
Operating activities - continuing operations
|
|
$
|
(9,033
|
)
|
|
$
|
(12,122
|
)
|
Investing activities - continuing operations
|
|
(702
|
)
|
|
(2,591
|
)
|
||
Financing activities - continuing operations
|
|
(232
|
)
|
|
5,000
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
67
|
|
|
110
|
|
||
Operating activities - discontinued operations
|
|
—
|
|
|
911
|
|
||
Investing activities - discontinued operations
|
|
—
|
|
|
(1,319
|
)
|
||
Financing activities - discontinued operations
|
|
—
|
|
|
(8
|
)
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 6.
|
Exhibits
|
Exhibit
Number |
|
|
Description of Document
|
Filed Herewith
|
Form
|
File No.
|
Date Filed
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
001-15477-19561718
|
02/04/19
|
||
|
|
|
10-K
|
001-15477-18622135
|
02/16/18
|
||
|
|
|
|
|
|
|
|
|
|
|
8-K
|
001-15477-17639635
|
02/27/17
|
||
|
|
|
|
|
|
|
|
|
|
|
8-K
|
001-15477-171100789
|
09/26/17
|
||
|
|
|
|
|
|
|
|
|
|
|
8-K
|
001-15477-171100789
|
09/26/17
|
||
|
|
|
|
|
|
|
|
|
|
|
8-K
|
001-15477-19561718
|
02/04/19
|
||
|
|
|
|
|
|
|
|
|
|
|
10-K
|
001-15477-19608405
|
02/14/19
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
||
|
|
|
|
|
|
|
|
101
|
|
|
The following financial statements and footnotes from the Maxwell Technologies, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) (iv) Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.
|
X
|
|
|
|
|
|
|
MAXWELL TECHNOLOGIES, INC.
|
|
|
|
|
|
|
Date:
|
May 1, 2019
|
|
By:
|
/s/ Franz Fink
|
|
|
|
|
Franz Fink
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
May 1, 2019
|
|
By:
|
/s/ David Lyle
|
|
|
|
|
David Lyle
|
|
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
1 Year Maxwell Technologies, Inc. Chart |
1 Month Maxwell Technologies, Inc. Chart |
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