-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MVbX4nSPyRrPKfvn0YGXjR6Z3BXwcZViysqif2Lr5h9WWax9lPOjZcEHvjuKwIH3 3AZbZj5msPDh5iiwBbSFjw== 0001104659-03-008252.txt : 20030506 0001104659-03-008252.hdr.sgml : 20030506 20030506160510 ACCESSION NUMBER: 0001104659-03-008252 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030506 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXWELL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000319815 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 952390133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15477 FILM NUMBER: 03684388 BUSINESS ADDRESS: STREET 1: 8888 BALBOA AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 8582795100 MAIL ADDRESS: STREET 1: 8888 BALBOA AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92123 FORMER COMPANY: FORMER CONFORMED NAME: MAXWELL LABORATORIES INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 j0373_8k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934

 

May 6, 2003

 

 

 

May 6, 2003

Date of Report

 

 

 

(Date of earliest event reported)

 

 

 

 

 

Maxwell Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

0-10964

 

95-2390133

(State or other
jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

9244 Balboa Avenue, San Diego, California

 

92123

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code

 

(858) 279-5100

 

 

 

 

 

Not applicable

 

 

(Former name or former address, if changed since last report.)

 

 

 

 



 

Item 5.

 

Other Events and Required FD Disclosure

 

On May 6, 2003 Maxwell Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the first fiscal quarter of 2003.  This press release is attached as an exhibit to this Current Report on form 8-K and is incorporated herein by reference.

 

 

Item 7.

 

Financial Statements, Pro Forma Financial Information and Exhibits

 

 

 

 

(c)

Exhibits.

 

 

 

 

 

Exhibit 99.1

News release dated May 6, 2003

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Maxwell Technologies, Inc.

 

 

 

 

Date

May 6, 2003

 

By

  /s/ James A. Baumker

 

 

 

 

Name

James A. Baumker

 

 

 

 

Title

Chief Financial Officer

 

 

2


EX-99.1 3 j0373_ex99d1.htm EX-99.1

EXHIBIT 99.1

 

NEWS RELEASE

 

For Immediate Release

 

Contact: Michael Sund

May 6, 2003

 

(858) 503-5171

 

MAXWELL TECHNOLOGIES REPORTS FIRST QUARTER FINANCIAL RESULTS

 


 

Ultracapacitor Sales Growing Rapidly Despite Weak Global Manufacturing Activity

 

CONFERENCE CALL AT 11 A.M. (EASTERN) TOMORROW, MAY 7, 2003 — DETAILS BELOW

 

SAN DIEGO, Calif. — Maxwell Technologies, Inc. (Nasdaq: MXWL) today reported a net loss of $4.4 million, or $0.32 per share, on revenue of $10.2 million for its first quarter ended March 31, 2003.  That compares with a net loss of $6.7 million, or $0.65 per share, on revenue of $12.8 million for the first quarter ended March 31, 2002.  Cash and short-term investments totaled $10.2 million at the end of the first quarter.

 

Rich Balanson, Maxwell’s president and chief executive officer, said that deferred recognition of a substantial, non-refundable, cash payment received in February as part of an ultracapacitor manufacturing and marketing alliance with Yeong-Long Technologies, Co., Ltd., resulted in lower revenue and a larger net loss than had been expected.

 

“Although recognition of the initial revenue from the Yeong-Long alliance is being deferred, the strategic value of this relationship is immediate,” Balanson said.  “It gives Maxwell access to Yeong-Long’s high-volume, low-cost manufacturing capabilities in China, enhances our reach as a global supplier and provides a royalty-bearing sales outlet for our BOOSTCAP® ultracapacitor products in China, all of which are integral to our growth strategy for ultracapacitors.”

 

James Baumker, Maxwell’s chief financial officer, said that the revenue deferral is consistent with recent rulings of the Emerging Issues Task Force that provide guidance on the timing of revenue recognition for contractual agreements with “multiple deliverables”.  He said that instead of immediately recognizing an initial payment received from Yeong-Long for a technology license and other services, the company now expects to recognize it later in 2003, or in early 2004.

 

Balanson noted that, with the exception of ultracapacitors, which are now on a strong growth track, driven by multiple design-ins that have advanced to commercial production, sales and bookings for Maxwell’s other products continue to be affected by weak global manufacturing activity.

 

“We are experiencing soft demand for virtually all of our other components and systems products, as are most other suppliers to the manufacturing sector,” Balanson said.  “Despite this challenging sales environment, we are gaining market share and doing a good job on controlling costs.  With our current lean expense structure, we will have tremendous leverage when the general economy picks up and our revenue increases, but our OEM customers are proceeding very cautiously right now, and it appears that any turnaround will be gradual.”

 

1



 

Cash used by operating activities in the current quarter was approximately $0.8 million, compared with $5.0 million in the same period in 2002.

 

“The balance sheet is solid, and we expect to augment our cash reserves when we complete the sale of a vacant facility in San Diego later this year,” Balanson said.

 

The company will file its Form 10-Q, containing complete financial data and Management’s Discussion and Analysis of Financial Conditions and Results of Operations for the first quarter ended March 31, 2003, by May 15, 2003.  That document will be available via the Internet at the company’s web site, through the following link: www.maxwell.com/investors/sec_filings.html, or in hard copy by calling the company’s Investor Relations Department, toll-free at (888) 307-7886, extension 3320.

 

Management will conduct a conference call and simultaneous webcast to discuss first quarter financial results and the outlook for the balance of 2003, and answer analysts’ questions at 11 a.m. (eastern) tomorrow, May 7, 2003.  The call may be accessed by dialing toll-free, (888) 584-2147 from the U.S. and Canada, or (706) 679-7677 for international callers.  The webcast and subsequent replay may be accessed at the company’s web site, via the following link: www.maxwell.com/investors/presentations.html .

 

Maxwell sells reliability.  We develop, manufacture and market electronic components and systems that perform reliably for the life of the end products into which they are integrated.  Our power products address applications in transportation, telecommunications, consumer and industrial electronics, electric utility infrastructure and medical imaging.  Our microelectronic products primarily address applications in aerospace.  Our power product lines are comprised of ultracapacitors, high voltage capacitors, and custom power and energy storage systems.  Our microelectronic product lines are comprised of radiation-shielded power modules, memory modules, and single board computers.  We also design and sell automated winding equipment used to manufacture metalized film capacitors and lithium batteries.

 

This news release contains forward-looking statements that are subject to risks and uncertainties. These include development and acceptance of products based on new technologies, demand for original equipment manufacturers’ products reaching anticipated levels, general economic conditions in the markets served by the company’s products, cost-effective manufacturing of new products, the impact of competitive products and pricing and risks and uncertainties involved in foreign operations.  These and other risks are detailed from time-to-time in the Company’s SEC reports, including the report on Form 10-K for the fiscal year ended December 31, 2002.  Actual results may differ materially from those projected.  These forward-looking statements represent the Company’s judgment as of the date of this news release.  The Company disclaims any intent or obligation to update these forward-looking statements.

 

2



 

MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

March 31
2003

 

December 31
2002

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

4,619

 

$

3,545

 

Short-term investments

 

5,595

 

7,546

 

Trade and other accounts receivable, net

 

6,363

 

8,530

 

Inventories

 

11,584

 

11,833

 

Prepaid expenses and other current assets

 

1,114

 

1,037

 

Assets held-for-sale

 

7,356

 

7,356

 

 

 

 

 

 

 

Total current assets

 

36,631

 

39,847

 

Property, plant and equipment, net

 

11,237

 

11,653

 

Other intangible assets, net

 

2,046

 

2,009

 

Goodwill

 

17,716

 

17,577

 

Other non-current assets

 

295

 

294

 

 

 

$

67,925

 

$

71,380

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

8,294

 

$

11,508

 

Deferred Revenue

 

5,098

 

2,305

 

Accrued employee compensation

 

1,900

 

1,590

 

Short-term borrowings and current portion of long-term debt

 

884

 

570

 

Deferred tax liability

 

279

 

272

 

Net liabilities of discontinued operations

 

2,573

 

2,326

 

Total current liabilities

 

19,028

 

18,571

 

 

 

 

 

 

 

Deferred tax liability

 

183

 

183

 

Long-term debt, excluding current portion

 

2,600

 

2,675

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.10 par value per share, 40,000 shares authorized; 13,765 and 13,726 shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively

 

1,377

 

1,373

 

Additional paid-in capital

 

112,372

 

112,255

 

 

 

 

 

 

 

Accumulated deficit

 

(68,376

)

(64,015

)

Accumulated other comprehensive income

 

741

 

338

 

Total stockholders’ equity

 

46,114

 

49,951

 

 

 

$

67,925

 

$

71,380

 

 

3



 

MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

 

Three Months Ended March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Sales

 

$

10,241

 

$

12,789

 

Costs and expenses:

 

 

 

 

 

Cost of sales

 

8,930

 

11,842

 

Selling, general and administrative

 

4,040

 

4,691

 

Research and development

 

1,307

 

2,667

 

Other deductions, net

 

(236

)

(214

)

Total costs and expenses

 

14,041

 

18,986

 

Loss from continuing operations before income taxes

 

(3,800

)

(6,197

)

Provision for income taxes

 

(14

)

(291

)

Loss from continuing operations

 

(3,786

)

(5,906

)

Discontinued operations, net of taxes:

 

 

 

 

 

Loss from operations

 

(575

)

(805

)

Gain on disposal

 

 

 

Net loss from discontinued operations

 

(575

)

(805

)

 

 

 

 

 

 

Net loss

 

$

(4,361

)

$

(6,711

)

 

 

 

 

 

 

Basic net loss per share:

 

 

 

 

 

Loss from continuing operations

 

$

(0.28

)

$

(0.57

)

Loss from discontinued operations

 

(0.04

)

(0.08

)

Net loss

 

$

(0.32

)

$

(0.65

)

 

 

 

 

 

 

Diluted net loss per share:

 

 

 

 

 

Loss from continuing operations

 

$

(0.28

)

$

(0.57

)

Loss from discontinued operations

 

(0.04

)

(0.08

)

Net loss

 

$

(0.32

)

$

(0.65

)

 

 

 

 

 

 

Shares used in computing:

 

 

 

 

 

Basic net loss per share

 

13,741

 

10,395

 

Diluted net loss per share

 

13,741

 

10,395

 

 

 

 

 

 

 

Other deductions (credits), net

 

 

 

 

 

(Gain) loss on sale of business

 

$

(228

)

$

 

Interest expense (income) , net

 

(27

)

27

 

Amortization of other intangibles

 

19

 

 

Minority interest in net loss of subsidiaries

 

 

(241

)

 

 

$

(236

)

$

(214

)

 

4



 

MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES

SEGMENT STATEMENTS OF OPERATIONS

(in thousands)

 

 

 

For the Three Months Ended March 31,

 

 

 

2003

 

2002

 

Revenue:

 

 

 

 

 

High Reliability

 

$

7,833

 

$

7,555

 

Winding Equipment

 

2,408

 

 

I-Bus Computing Systems

 

 

4,139

 

Sierra and TeknaSeal

 

 

1,095

 

Consolidated total

 

$

10,241

 

$

12,789

 

 

 

 

 

 

 

Income (loss):

 

 

 

 

 

High Reliability

 

$

(2,495

)

$

(3,030

)

Winding Equipment

 

(237

)

 

I-Bus Computing Systems

 

(114

)

(2,721

)

Sierra and TeknaSeal

 

 

274

 

Total segment operating loss

 

(2,846

)

(5,477

)

Corporate expenses

 

1,209

 

934

 

(Gain) loss on sale of businesses

 

(228

)

 

Minority interest

 

 

(241

)

Interest and other, net

 

(27

)

27

 

Loss from continuing operations before income taxes

 

$

(3,800

)

$

(6,197

)

 

5



 

MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2003

 

2002

 

Operating activities:

 

 

 

 

 

Loss from continuing operations

 

$

(3,786

)

$

(5,906

)

Adjustments to reconcile loss from continuing operating activities, net of cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

877

 

1,069

 

Other noncash items

 

(222

)

(241

)

Changes in operating assets and liabilities, net

 

2,352

 

40

 

 

 

 

 

 

 

Net cash used in operating activities

 

(779

)

(5,038

)

Investing activities:

 

 

 

 

 

Proceeds from sale of businesses and equipment

 

278

 

 

Purchases of property and equipment

 

(397

)

(468

)

Proceeds from sale of short-term investments

 

2,836

 

7,739

 

Purchases of short-term investments

 

(924

)

(5,067

)

Net cash provided by investing activities

 

1,793

 

2,204

 

Financing activities:

 

 

 

 

 

Principal payments on long-term debt and short-term borrowings

 

(75

)

(50

)

Proceeds from short-term borrowings

 

314

 

 

Proceeds from issuance of Company and subsidiary stock

 

121

 

446

 

Net cash provided by financing activities

 

360

 

396

 

Net cash provided by (used in) discontinued operations

 

(328

)

915

 

Effect of exchange rate changes on cash and cash equivalents

 

28

 

(2

)

Increase (decrease) in cash and cash equivalents

 

1,074

 

(1,525

)

Cash and cash equivalents at beginning of period

 

3,545

 

13,673

 

Cash and cash equivalents at end of period

 

$

4,619

 

$

12,148

 

 

 

 

 

 

 

Cash, cash equivalents and short-term Investments at end of period

 

$

10,214

 

$

21,307

 

 

6


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