Delaware | 001-15477 | 95-2390133 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | Our ability to remain competitive and stimulate customer demand through successful introduction of new products, and to educate our prospective customers on the products we offer; |
• | Dependence upon the sale of products to a small number of customers and vertical markets, some of which are heavily dependent on government funding or government subsidies which may or may not continue in the future; |
• | Dependence upon the sale of products into Asia and Europe, where macroeconomic factors outside our control may adversely affect our sales; |
• | Risks related to our international operations including, but not limited to, our ability to adequately comply with the changing rules and regulations in countries where our business is conducted, our ability to oversee and control our foreign subsidiaries and their operations, our ability to effectively manage foreign currency exchange rate fluctuations arising from our international operations, and our ability to continue to comply with the U.S. Foreign Corrupt Practices Act as well as the anti-bribery laws of foreign jurisdictions; |
• | Risk that our restructuring efforts may not be successful and that we may not be able to realize the anticipated cost savings and other benefits; |
• | Successful acquisition, development and retention of key personnel; |
• | Our ability to effectively manage our reliance upon certain suppliers of key component parts, specialty equipment and logistical services; |
• | Our ability to match production volume to actual customer demand; |
• | Our ability to manage product quality problems; |
• | Our ability to protect our intellectual property rights and to defend claims against us; |
• | Our ability to effectively identify, enter into, manage and benefit from strategic alliances; |
• | Occurrence of a catastrophic event at any of our facilities; |
• | Occurrence of a technology systems failure, network disruption, or breach in data security; |
• | Our ability to obtain sufficient capital to meet our operating or other needs; and, |
• | Our ability to manage and minimize the impact of unfavorable legal proceedings. |
(d) | Exhibits |
Exhibit No. | Description | |
99.1 | Press release issued by Maxwell Technologies, Inc. on July 30, 2015 |
MAXWELL TECHNOLOGIES, INC. | |||
By: | /s/ David Lyle | ||
David Lyle | |||
Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
Exhibit No. | Description | |
99.1 | Press Release issued by Maxwell Technologies, Inc. on July 30, 2015 |
• | Our ability to remain competitive and stimulate customer demand through successful introduction of new products, and to educate our prospective customers on the products we offer; |
• | Dependence upon the sale of products to a small number of customers and vertical markets, some of which are heavily dependent on government funding or government subsidies which may or may not continue in the future; |
• | Dependence upon the sale of products into Asia and Europe, where macroeconomic factors outside our control may adversely affect our sales; |
• | Risks related to our international operations including, but not limited to, our ability to adequately comply with the changing rules and regulations in countries where our business is conducted, our ability to oversee and control our foreign subsidiaries and their operations, our ability to effectively manage foreign currency exchange rate fluctuations arising from our international operations, and our ability to continue to comply with the U.S. Foreign Corrupt Practices Act as well as the anti-bribery laws of foreign jurisdictions; |
• | Risk that our restructuring efforts may not be successful and that we may not be able to realize the anticipated cost savings and other benefits; |
• | Successful acquisition, development and retention of key personnel; |
• | Our ability to effectively manage our reliance upon certain suppliers of key component parts, specialty equipment and logistical services; |
• | Our ability to match production volume to actual customer demand; |
• | Our ability to manage product quality problems; |
• | Our ability to protect our intellectual property rights and to defend claims against us; |
• | Our ability to effectively identify, enter into, manage and benefit from strategic alliances; |
• | Occurrence of a catastrophic event at any of our facilities; |
• | Occurrence of a technology systems failure, network disruption, or breach in data security; |
• | Our ability to obtain sufficient capital to meet our operating or other needs; and, |
• | Our ability to manage and minimize the impact of unfavorable legal proceedings. |
Three Months Ended | Six Months Ended | ||||||||||||||||||||
June 30, 2015 | March 31, 2015 | June 30, 2014 | June 30, 2015 | June 30, 2014 | |||||||||||||||||
Revenue | $ | 37,796 | $ | 34,670 | $ | 46,074 | $ | 72,466 | $ | 92,075 | |||||||||||
Cost of revenue | 25,643 | 24,367 | 29,477 | 50,010 | 57,615 | ||||||||||||||||
Gross profit | 12,153 | 10,303 | 16,597 | 22,456 | 34,460 | ||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Selling, general and administrative | 10,142 | 10,957 | 10,709 | 21,099 | 21,353 | ||||||||||||||||
Research and development | 5,930 | 7,918 | 6,223 | 13,848 | 12,394 | ||||||||||||||||
Restructuring and exit costs | 2,340 | — | — | 2,340 | — | ||||||||||||||||
Total operating expenses | 18,412 | 18,875 | 16,932 | 37,287 | 33,747 | ||||||||||||||||
Income (loss) from operations | (6,259 | ) | (8,572 | ) | (335 | ) | (14,831 | ) | 713 | ||||||||||||
Interest expense, net | 75 | 89 | 28 | 164 | 67 | ||||||||||||||||
Amortization of prepaid debt costs | 2 | 5 | 5 | 7 | 10 | ||||||||||||||||
Foreign currency exchange loss, net | 85 | 328 | 232 | 413 | 520 | ||||||||||||||||
Income (loss) before income taxes | (6,421 | ) | (8,994 | ) | (600 | ) | (15,415 | ) | 116 | ||||||||||||
Income tax provision | 2,955 | 347 | 581 | 3,302 | 978 | ||||||||||||||||
Net loss | $ | (9,376 | ) | $ | (9,341 | ) | $ | (1,181 | ) | $ | (18,717 | ) | $ | (862 | ) | ||||||
Net loss per common share: | |||||||||||||||||||||
Basic and diluted | $ | (0.31 | ) | $ | (0.32 | ) | $ | (0.04 | ) | $ | (0.63 | ) | $ | (0.03 | ) | ||||||
Weighted average common shares outstanding: | |||||||||||||||||||||
Basic and diluted | 30,323 | 29,445 | 29,206 | 29,886 | 29,127 |
June 30, 2015 | December 31, 2014 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 25,031 | $ | 24,732 | ||||
Trade and other accounts receivable, net | 31,857 | 43,698 | ||||||
Inventories | 41,147 | 44,856 | ||||||
Prepaid expenses and other current assets | 2,872 | 2,426 | ||||||
Total current assets | 100,907 | 115,712 | ||||||
Property and equipment, net | 35,847 | 39,223 | ||||||
Goodwill | 24,915 | 23,599 | ||||||
Pension asset | 8,318 | 7,362 | ||||||
Other non-current assets | 595 | 704 | ||||||
Total assets | $ | 170,582 | $ | 186,600 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 19,364 | $ | 27,011 | ||||
Accrued employee compensation | 8,643 | 9,348 | ||||||
Deferred revenue and customer deposits | 878 | 703 | ||||||
Short-term borrowings and current portion of long-term debt | 5,937 | 15,549 | ||||||
Deferred tax liability | 1,160 | 1,111 | ||||||
Total current liabilities | 35,982 | 53,722 | ||||||
Deferred tax liability, long-term | 5,515 | 3,304 | ||||||
Long-term debt, excluding current portion | 5 | 20 | ||||||
Other long-term liabilities | 3,318 | 2,601 | ||||||
Total liabilities | 44,820 | 59,647 | ||||||
Stockholders' equity: | ||||||||
Common stock, $0.10 par value per share, 40,000 shares authorized; 31,738 and 29,846 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 3,171 | 2,982 | ||||||
Additional paid-in capital | 289,050 | 277,314 | ||||||
Accumulated deficit | (176,783 | ) | (158,066 | ) | ||||
Accumulated other comprehensive income | 10,324 | 4,723 | ||||||
Total stockholders' equity | 125,762 | 126,953 | ||||||
Total liabilities and stockholders' equity | $ | 170,582 | $ | 186,600 |
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, 2015 | March 31, 2015 | June 30, 2014 | June 30, 2015 | June 30, 2014 | ||||||||||||||||
Gross Profit Reconciliation: | ||||||||||||||||||||
GAAP gross profit | $ | 12,153 | $ | 10,303 | $ | 16,597 | $ | 22,456 | $ | 34,460 | ||||||||||
Stock-based compensation expense included in cost of sales | A | 147 | 206 | 190 | 353 | 442 | ||||||||||||||
Accelerated depreciation | D | 184 | — | — | 184 | — | ||||||||||||||
Non-GAAP gross profit | $ | 12,484 | $ | 10,509 | $ | 16,787 | $ | 22,993 | $ | 34,902 | ||||||||||
Total Operating Expenses Reconciliation: | ||||||||||||||||||||
GAAP total operating expenses | $ | 18,412 | $ | 18,875 | $ | 16,932 | $ | 37,287 | $ | 33,747 | ||||||||||
Stock-based compensation expense | A | (864 | ) | (633 | ) | (978 | ) | (1,497 | ) | (1,479 | ) | |||||||||
Restructuring and exit costs | C | (2,340 | ) | — | — | (2,340 | ) | — | ||||||||||||
CFO transition | E | (284 | ) | — | — | (284 | ) | — | ||||||||||||
Legal costs for SEC and FCPA matters | F | (282 | ) | — | — | (267 | ) | — | ||||||||||||
Non-GAAP total operating expenses | $ | 14,642 | $ | 18,242 | $ | 15,954 | $ | 32,899 | $ | 32,268 | ||||||||||
Income (Loss) From Operations Reconciliation: | ||||||||||||||||||||
GAAP income (loss) from operations | $ | (6,259 | ) | $ | (8,572 | ) | $ | (335 | ) | $ | (14,831 | ) | $ | 713 | ||||||
Stock-based compensation expense | A | 1,011 | 839 | 1,168 | 1,850 | 1,921 | ||||||||||||||
Restructuring and exit costs | C | 2,340 | — | — | 2,340 | — | ||||||||||||||
Accelerated depreciation | D | 184 | — | — | 184 | — | ||||||||||||||
CFO transition | E | 284 | — | — | 284 | — | ||||||||||||||
Legal costs for SEC and FCPA matters | F | 282 | — | — | 282 | — | ||||||||||||||
Non-GAAP income (loss) from operations | $ | (2,158 | ) | $ | (7,733 | ) | $ | 833 | $ | (9,891 | ) | $ | 2,634 | |||||||
Net Income (Loss) Reconciliation: | ||||||||||||||||||||
GAAP net loss | $ | (9,376 | ) | $ | (9,341 | ) | $ | (1,181 | ) | $ | (18,717 | ) | $ | (862 | ) | |||||
Stock-based compensation expense | A | 1,011 | 839 | 1,168 | 1,850 | 1,921 | ||||||||||||||
Tax impact of potential cash repatriation | B | 2,085 | — | — | 885 | — | ||||||||||||||
Restructuring and exit costs | C | 2,340 | — | — | 2,340 | — | ||||||||||||||
Accelerated depreciation | D | 184 | — | — | 184 | — | ||||||||||||||
CFO transition | E | 284 | — | — | 284 | — | ||||||||||||||
Legal costs for SEC and FCPA matters | F | 282 | — | — | 267 | — | ||||||||||||||
Non-GAAP net income (loss) | $ | (3,190 | ) | $ | (8,502 | ) | $ | (13 | ) | $ | (12,907 | ) | $ | 1,059 | ||||||
Net Income (Loss) per Diluted Share Reconciliation: | ||||||||||||||||||||
GAAP net loss per share | $ | (0.31 | ) | $ | (0.32 | ) | $ | (0.04 | ) | $ | (0.63 | ) | $ | (0.03 | ) | |||||
Stock-based compensation expense | A | 0.03 | 0.03 | 0.04 | 0.06 | 0.07 | ||||||||||||||
Tax impact of potential cash repatriation | B | 0.07 | — | — | 0.03 | — | ||||||||||||||
Restructuring and exit costs | C | 0.07 | — | — | 0.08 | — | ||||||||||||||
Accelerated depreciation | D | 0.01 | — | — | 0.01 | — | ||||||||||||||
CFO transition | E | 0.01 | — | — | 0.01 | — | ||||||||||||||
Legal costs for SEC and FCPA matters | F | 0.01 | — | — | 0.01 | — | ||||||||||||||
Non-GAAP net income (loss) per diluted share | $ | (0.11 | ) | $ | (0.29 | ) | $ | — | $ | (0.43 | ) | $ | 0.04 |
(A) | Stock-based compensation expense consists of non-cash charges for employee stock options, restricted stock awards, restricted stock units and employee stock purchase plan awards. Results include stock-based compensation expense as follows (in thousands): | ||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||
June 30, 2015 | March 31, 2015 | June 30, 2014 | June 30, 2015 | June 30, 2014 | |||||||||||||||||
Cost of revenue | $ | 147 | $ | 206 | $ | 190 | $ | 353 | $ | 442 | |||||||||||
Selling, general and administrative | 657 | 366 | 734 | 1,023 | 988 | ||||||||||||||||
Research and development | 207 | 267 | 244 | 474 | 491 | ||||||||||||||||
Total stock-based compensation expense | $ | 1,011 | $ | 839 | $ | 1,168 | $ | 1,850 | $ | 1,921 | |||||||||||
(B) | During the quarter ended June 30, 2015, the Company recorded a tax charge of $2.1 million associated with a portion of the unremitted earnings of a foreign subsidiary that may be repatriated to the U.S. | ||||||||||||||||||||
(C) | During the quarter ended June 30, 2015, the Company recorded restructuring charges of $2.3 million. | ||||||||||||||||||||
(D) | During the quarter ended June 30, 2015, the Company recorded accelerated depreciation charges of $184,000 related to the adjustment of the remaining useful life for certain manufacturing equipment. | ||||||||||||||||||||
(E) | During the quarter ended June 30, 2015, the Company recorded one time severance charges of $284,000 related to the departure of its former CFO. | ||||||||||||||||||||
(F) | Legal costs for the FCPA and SEC matters represent external legal expenses related to the U.S. Securities and Exchange Commission's investigation of the facts and circumstances surrounding the restatement of the Company's financial statements for fiscal years 2011 and 2012, as well as for ongoing legal matters related to previous Foreign Corrupt Practices Act (FCPA) violations. |