-----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, GJ9k3/3plglLkp/PqPSBTyQ404gmo9SSscBfOh0usPDn0TNQcvXdQQMfMMMt4qdR Hov8n09QdZkWuiPCe/x1Og== 0001104659-03-016300.txt : 20030731 0001104659-03-016300.hdr.sgml : 20030731 20030731160158 ACCESSION NUMBER: 0001104659-03-016300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030731 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030731 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: 03814685 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 a03-1696_18k.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

 

July 31, 2003

 

 

 

July 31, 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 7.

 

Financial Statements, Pro Forma Financial Information and Exhibits

 

 

 

(c)

 

Exhibits.

 

 

 

 

 

Exhibit 99.1

News release dated May 6, 2003

 

 

 

Item 12.

 

Results of Operations and Financial Condition

 

On July 31, 2003 Maxwell Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the second 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.

 

 

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:  July 31, 2003

By

/s/ James A. Baumker

 

 

 

 

 

Name

James A. Baumker

 

 

 

 

 

Title

Chief Financial Officer

 

 

2


EX-99.1 3 a03-1696_1ex991.htm EX-99.1

EXHIBIT 99.1

 

NEWS RELEASE

 

For Immediate Release

 

Contact: Michael Sund

July 31, 2003

 

(858) 503-5171

 

MAXWELL TECHNOLOGIES REPORTS SECOND QUARTER FINANCIAL RESULTS

 

Increasing Ultracapacitor Sales Contribute to Improved Revenue Mix

 

CONFERENCE CALL AT 11 A.M. (EDT) TOMORROW, AUGUST 1, 2003 – DETAILS BELOW

 

SAN DIEGO, Calif. — Maxwell Technologies, Inc. (Nasdaq: MXWL) today reported a net loss of $3.4 million, or $0.25 per share, on revenue of $10.7 million for its second quarter ended June 30, 2003.  That compares with a net loss $9.4 million, or $0.83 per share, on revenue of $13.2 million, for the second quarter ended June 30, 2002.  Cash and short-term investments totaled $7.5 million as of June 30, 2003.

 

Rich Balanson, Maxwell’s president and chief executive officer, said that, in line with the company’s strategy of focusing on high-reliability, high-margin product lines and eliminating non-core and low-margin products, it has divested its tester business.  He said that charges for excess and obsolete tester inventory and product returns are expected to total approximately $1 million, including a charge of $444,000 recorded in the second quarter.  Balanson said that the company also recorded a second quarter charge of $313,000 for stock options granted to Kenneth Potashner, Maxwell’s former chairman, who withdrew as a nominee to continue serving on the company’s board of directors at Maxwell’s annual stockholders meeting in May.  Excluding those charges, which totaled $757,000, or $0.05 per share, the second quarter net loss was $2.7 million. 

 

Revenue for Maxwell’s core high reliability products, which include ultracapacitors, high voltage capacitors, power systems and radiation-shielded microelectronics, totaled $7.9 million for the quarter.  Balanson noted that, exclusive of charges, gross margins for that base business increased by 5 percent sequentially from the first quarter to the second quarter, driven in part by increasing sales of ultracapacitors.

 

“Our BoostCap® ultracapacitor revenue base is expanding rapidly as consumer and industrial electronics design-in wins advance to commercial production, and the volume of shipments for sampling and prototyping activity has increased ten-fold over the past three years,” Balanson said.  “Although demand for some of our other products continues to be soft, we are gaining market share and doing a good job of controlling operating expenses, so the company is well positioned for a significant improvement in operating results as the economy recovers.”

 

Cash used by operating activities in the second quarter was approximately $2.8 million, compared with $8.3 million in the same period in 2002.

 

“The balance sheet is solid, and we expect to net approximately $5 million to augment our cash reserves from the sale of a vacant facility in San Diego, which we expect to complete within the next few months,” Balanson said.

 

1



 

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 second quarter ended June 30, 2003, by August 15.  That document will be available at the company’s web site via the following link: www.maxwell.com/investors/sec_filings.html, or in hard copy by calling the company’s Investor Relations Department, at (858) 503-5165.

 

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, August 1, 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 applications into which they are integrated.  Our BoostCap® ultracapacitors and ultracapacitor-based energy storage systems uniquely address applications in transportation and consumer and industrial electronics.  Our high-voltage grading and coupling capacitors are used in electric utility infrastructure and other applications involving transport, distribution and measurement of high voltage electrical energy.  Our radiation-mitigated microelectronic products include power modules, memory modules and single board computers that primarily address applications in aerospace.  For more information, please visit our website: www.maxwell.com.

 

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, except per share data)

 

 

 

June 30,
2003

 

December 31,
2002

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,939

 

$

3,545

 

Short-term investments

 

5,586

 

7,546

 

Trade and other accounts receivable, net

 

6,242

 

8,530

 

Inventories

 

11,378

 

11,833

 

Prepaid expenses and other current assets

 

1,718

 

1,037

 

Assets held-for-sale

 

7,356

 

7,356

 

Total current assets

 

34,219

 

39,847

 

Property, plant and equipment, net

 

10,999

 

11,653

 

Other intangible assets, net

 

2,013

 

2,009

 

Goodwill

 

17,923

 

17,577

 

Other non-current assets

 

292

 

294

 

 

 

$

65,446

 

$

71,380

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

8,705

 

$

11,508

 

Deferred revenue

 

5,267

 

2,305

 

Accrued employee compensation

 

1,912

 

1,590

 

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

 

3,417

 

570

 

Deferred tax liability

 

285

 

272

 

Liabilities of discontinued operations

 

2,372

 

2,326

 

Total current liabilities

 

21,958

 

18,571

 

 

 

 

 

 

 

Deferred tax liability

 

183

 

183

 

Long-term debt, excluding current portion

 

 

2,675

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.10 par value per share, 40,000 shares authorized; 13,787 and 13,726 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively

 

1,379

 

1,373

 

Additional paid-in capital

 

112,745

 

112,255

 

Accumulated deficit

 

(71,815

)

(64,015

)

Accumulated other comprehensive income

 

996

 

338

 

Total stockholders’ equity

 

43,305

 

49,951

 

 

 

$

65,446

 

$

71,380

 

 

3



 

MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

10,653

 

$

13,155

 

$

20,894

 

$

25,944

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

9,296

 

13,951

 

18,226

 

25,793

 

Selling, general and administrative

 

3,504

 

4,904

 

7,577

 

9,595

 

Research and development

 

1,574

 

2,246

 

2,881

 

4,913

 

Other

 

(189

)

552

 

(458

)

338

 

Total costs and expenses

 

14,185

 

21,653

 

28,226

 

40,639

 

Loss from continuing operations before income taxes

 

(3,532

)

(8,498

)

(7,332

)

(14,695

)

Provision for income taxes

 

(86

)

12

 

(100

)

(279

)

Loss from continuing operations

 

(3,446

)

(8,510

)

(7,232

)

(14,416

)

Discontinued operations, net of taxes:

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

7

 

(879

)

(568

)

(1,684

)

Gain on disposal

 

 

 

 

 

Net loss from discontinued operations

 

7

 

(879

)

(568

)

(1,684

)

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(3,439

)

$

(9,389

)

$

(7,800

)

$

(16,100

)

 

 

 

 

 

 

 

 

 

 

Basic net loss per share:

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(0.25

)

$

(0.75

)

$

(0.53

)

$

(1.33

)

Loss from discontinued operations

 

0.00

 

(0.08

)

(0.04

)

(0.16

)

Net loss

 

$

(0.25

)

$

(0.83

)

$

(0.57

)

$

(1.49

)

 

 

 

 

 

 

 

 

 

 

Liabilities of discontinued operations

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(0.25

)

$

(0.75

)

$

(0.53

)

$

(1.33

)

Loss from discontinued operations

 

0.00

 

(0.08

)

(0.04

)

(0.16

)

Net loss

 

$

(0.25

)

$

(0.83

)

$

(0.57

)

$

(1.49

)

 

 

 

 

 

 

 

 

 

 

Shares used in computing:

 

 

 

 

 

 

 

 

 

Basic net loss per share

 

13,774

 

11,276

 

13,758

 

10,838

 

Diluted net loss per share

 

13,774

 

11,276

 

13,758

 

10,838

 

 

 

 

 

 

 

 

 

 

 

Other deductions (credits), net

 

 

 

 

 

 

 

 

 

(Gain) loss on sale of business

 

$

(235

)

$

 

$

(463

)

$

 

Interest expense (income) , net

 

 

(44

 

(27

)

(81

)

Amortization of other intangibles

 

19

 

 

 

38

 

 

Currency exchange and other

 

27

 

(216

)

(6

)

(152

)

Restructuring

 

 

812

 

 

812

 

Minority interest in net loss of subsidiaries

 

 

 

 

(241

)

 

 

$

(189

)

$

552

 

$

(458

)

$

338

 

 

4



 

MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES

SEGMENT STATEMENTS OF OPERATIONS

(in thousands)

 

 

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

Revenue:

 

 

 

 

 

 

 

 

 

High Reliability

 

$

7,915

 

$

7,872

 

$

15,748

 

$

15,427

 

Winding Equipment

 

2,738

 

 

5,146

 

 

I-Bus Computing Systems

 

 

4,156

 

 

8,295

 

Sierra and TeknaSeal

 

 

1,127

 

 

2,222

 

Consolidated total

 

$

10,653

 

$

13,155

 

$

20,894

 

$

25,944

 

 

 

 

 

 

 

 

 

 

 

Income (loss):

 

 

 

 

 

 

 

 

 

High Reliability

 

$

(2,462

)

$

(1,783

)

$

(4,957

)

$

(4,813

)

Winding Equipment

 

(289

)

 

(526

)

 

I-Bus Computing Systems

 

 

(5,571

)

(114

)

(8,292

)

Sierra and TeknaSeal

 

 

336

 

 

610

 

Total segment operating loss

 

(2,751

)

(7,018

)

(5,597

)

(12,495

)

Corporate expenses

 

1,016

 

928

 

2,225

 

1,862

 

(Gain) loss on sale of businesses

 

(235

)

 

(463

)

 

Restructuring

 

 

812

 

 

812

 

Minority interest

 

 

 

 

(241

)

Interest and other, net

 

 

(260

)

(27

)

(233

)

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

$

(3,532

)

$

(8,498

)

$

(7,332

)

$

(14,695

)

 

5



 

MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2003

 

2002

 

Operating activities:

 

 

 

 

 

Loss from continuing operations

 

$

(7,232

)

$

(14,416

)

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

 

 

 

 

 

Depreciation and amortization

 

1,941

 

2,117

 

Other noncash items

 

(136

)

2,938

 

Changes in operating assets and liabilities, net

 

2,651

 

1,100

 

Net cash used in operating activities

 

(2,776

)

(8,261

)

Investing activities:

 

 

 

 

 

Proceeds from sale of businesses and equipment

 

496

 

 

Purchases of property and equipment

 

(1,093

)

(828

)

Proceeds from sale of short-term investments

 

4,388

 

8,669

 

Purchases of short-term investments

 

(2,490

)

(7,224

)

Net cash provided by investing activities

 

1,301

 

617

 

Financing activities:

 

 

 

 

 

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

 

(520

)

(125

)

Proceeds from short-term borrowings

 

692

 

 

Proceeds from issuance of Company and subsidiary stock

 

183

 

970

 

Net cash provided by financing activities

 

355

 

845

 

Net cash used in discontinued operations

 

(522

)

(320

)

Effect of exchange rate changes on cash and cash equivalents

 

36

 

30

 

Decrease in cash and cash equivalents

 

(1,606

)

(7,089

)

Cash and cash equivalents at beginning of period

 

3,545

 

13,673

 

Cash and cash equivalents at end of period

 

$

1,939

 

$

6,584

 

 

6


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