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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Name of Each Exchange on Which Registered
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Common Stock, par value $0.10 per share
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Nasdaq Global Market
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Page
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•
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our intentions, beliefs and expectations regarding our expenses, cost savings, sales, operations and future financial performance;
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our operating results;
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our ability to develop, introduce and commercialize new products, technologies applications or enhancements to existing products and educate prospective customers;
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anticipated growth and trends in our business;
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our ability to obtain sufficient capital to meet our operating requirements, including, but not limited to, our investment requirements for new technology and products, or other needs;
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our ability to manage our long-term debt and our ability to service our debt, including our convertible debt;
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risks related to changes in legislation, regulation and governmental policy;
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risks related to tax laws and tax changes (including U.S. and foreign taxes on foreign subsidiaries);
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risks related to our international operations;
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our expectations regarding our revenues, customers and distributors;
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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;
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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;
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our ability to protect our intellectual property rights and to defend claims against us;
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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;
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our anticipated trends and challenges in the markets in which we operate; and
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our expectations and beliefs regarding and the impact of investigations, claims and litigation.
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Item 1.
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Business
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•
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Dry Battery Electrode Technology:
We have developed and transformed our patented, proprietary and fundamental dry electrode manufacturing technology that we have historically used to make ultracapacitors to create a breakthrough technology that can be applied to the manufacturing of batteries. Using this technology, we believe we can create significant performance and cost benefits as compared to today’s state of the art lithium-ion batteries. Our dry battery electrode technology has the potential to be a groundbreaking technology within the battery industry with a substantial market opportunity, particularly for use in electric vehicles.
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•
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Energy Storage:
Our market leading ultracapacitor products are energy storage devices that possess a unique combination of high power density, extremely long operational life and the ability to charge and discharge very rapidly. Our ultracapacitor cells, multi-cell packs, modules and subsystems provide highly reliable energy storage and power delivery solutions for applications in multiple industries, including automotive, grid energy storage, wind, bus, industrial and truck. Our lithium-ion capacitors are energy storage devices with the power characteristics of an ultracapacitor combined with the enhanced energy storage capacity approaching that of a battery and are uniquely designed to address a variety of applications in the rail, grid, and industrial markets where energy density and weight are differentiating factors.
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•
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High-Voltage:
Our CONDIS® high-voltage capacitors are designed and manufactured to perform reliably for decades in all climates. These products include grading and coupling capacitors, electric voltage transformers and metering products that are used to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy.
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•
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First, as costs for renewable power generation continue to decline and converge on those of traditional forms, renewable penetration on the grid is increasing at accelerated rates. This increasing penetration requires advanced energy storage and power delivery technologies for successful integration and to stabilize the grid as this modernization takes effect.
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•
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Second, as the use of premium features such as e-active suspension, autonomous driving and other power demanding applications continue to penetrate the automotive market, high power and rapid response energy storage and power delivery solutions are increasingly required to address the new technological challenges that these advanced features will create.
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•
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Third, as global emission policies continue to tighten and the cost for lithium-ion batteries continues to fall, the automotive industry is on the verge of an electric vehicle revolution, which we believe will fundamentally change the industry and how automobiles are made and used. Advanced lithium-ion battery performance and reduced costs are at the center of this fundamental change and we believe that innovation in this area could be a major factor in determining the winners and losers in the future of the highly competitive automotive industry.
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•
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the ability to charge and discharge up to 100 times faster;
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significantly lower weight per unit of power delivery;
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higher charge/discharge turnaround efficiency, minimizing energy loss;
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the ability to operate reliably and continuously in extreme temperatures (-40º C to +65º C);
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minimal to no maintenance requirements;
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“life of the application” durability; and
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minimal environmental issues associated with disposal because they contain no heavy metals.
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•
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designing and producing products that perform reliably for the life of the application or systems into which they are integrated;
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designing efficient manufacturing with low scrap rates to achieve improved profit margins and to enable us to reduce prices to allow our products to penetrate new and price-sensitive applications;
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designing our products to have superior technical performance;
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designing our products to be compact and light;
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designing new products that provide novel solutions to expand our market opportunities; and
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designing new products that convert customer requirements into fully integrated system solutions with built-in intelligence and interface capabilities.
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electrode fabrication and material science, including activated carbon, electrolyte, electrically conductive materials, dielectric materials and ceramics to reduce cost and improve performance, reliability and ease of manufacturing;
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product design and manufacturing processes for high-volume manufacturing; and
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development of integration technologies, including proprietary hardware and software solutions and robust mechanical designs, that are incorporated into complete “plug and play” system solutions.
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compositions of the electrode, including its formulation, design and fabrication techniques; and
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materials science associated with raw material components.
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compositions of the electrode, including its formulation, design and fabrication techniques;
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materials science associated with raw material components;
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physical cell package designs as well as the affiliated processes used in cell assembly;
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cell-to-cell and module-to-module interconnect technologies that minimize equivalent series resistance and enhance the functionality, performance and longevity of ultracapacitor products including system level electronics; and
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module and system designs that facilitate applications of ultracapacitor technology.
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physical cell package designs as well as the affiliated processes used in cell assembly;
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component selection to enable compliance with environmental regulations with minimal sacrifice to product performance; and
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manufacture of capacitors in a manner which significantly reduces exposure of internal components to impurities, moisture and other undesirable materials in an effort to avoid longer manufacturing times and reduced performance characteristics without these technological advancements.
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Years ended December 31,
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2017
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2016
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2015
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Amount
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Percent
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Amount
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Percent
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Amount
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Percent
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Revenue from external customers located in
(1)
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(Dollars in thousands)
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China
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$
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44,945
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35
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%
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$
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48,191
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40
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%
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$
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87,856
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53
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%
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United States
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13,874
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11
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%
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12,041
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10
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%
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20,836
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12
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%
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Germany
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16,287
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12
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%
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12,854
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10
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%
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13,972
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8
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%
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Hungary
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13,454
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10
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%
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11,473
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9
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%
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11,630
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7
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%
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All other countries
(2)
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41,808
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32
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%
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36,685
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31
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%
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33,078
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20
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%
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Total
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$
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130,368
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100
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%
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$
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121,244
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100
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%
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$
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167,372
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100
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%
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(1)
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Location is determined by shipment destination
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(2)
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Revenue from external customers located in countries included in “All other countries” does not individually comprise more than 10% of total revenue for any of the years presented.
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Years ended December 31,
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2017
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2016
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2015
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Amount
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Percent
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Amount
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Percent
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Amount
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Percent
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Long-lived assets:
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(Dollars in thousands)
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United States
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$
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14,443
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51
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%
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$
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19,267
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74
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%
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$
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22,267
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69
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%
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China
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1,107
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4
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%
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1,477
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6
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%
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4,148
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13
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%
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South Korea
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4,398
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16
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%
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—
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—
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%
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—
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—
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%
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Switzerland
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8,096
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29
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%
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5,376
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20
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%
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6,021
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18
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%
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Total
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$
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28,044
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100
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%
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$
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26,120
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100
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%
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$
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32,436
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100
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%
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Years ended December 31,
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2017
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2016
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2015
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Amount
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Percent
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Amount
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Percent
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Amount
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Percent
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(Dollars in thousands)
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Ultracapacitors
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$
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87,709
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67
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%
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$
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71,491
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59
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%
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$
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114,525
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68
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%
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High-voltage capacitors
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42,659
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33
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%
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45,177
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37
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%
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41,718
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25
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%
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Microelectronic products
(1)
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—
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—
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%
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4,576
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4
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%
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11,129
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7
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%
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Total
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$
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130,368
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100
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%
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$
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121,244
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100
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%
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$
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167,372
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100
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%
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(1)
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The microelectronics product line was sold in April 2016.
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•
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design innovative and performance-improving features that differentiate our products and applications from those of our competitors;
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•
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identify emerging technological trends in our target markets, including new standards for our products and applications in a timely manner;
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•
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accurately define and design new products and applications to meet market needs;
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•
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anticipate changes in end-user preferences with respect to our customers’ products;
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•
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rapidly develop and produce these products and applications at competitive prices;
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•
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anticipate and respond effectively to technological changes or product announcements by others; and
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•
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provide effective technical and post-sales support for these new products and applications as they are deployed.
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•
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the difficulty of assimilating the acquired operations and personnel and integrating them into our current business;
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•
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the potential impairment of employee morale;
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•
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the potential disruption of our ongoing business;
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•
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preserving important strategic and customer relationships;
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•
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the diversion of management’s attention and other resources;
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•
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the risks of entering markets in which we have little or no experience;
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•
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the possibility that acquisition-related liabilities that we incur or assume may prove to be more burdensome than anticipated;
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•
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the risks associated with possible violations of the Foreign Corrupt Practices Act, the United Kingdom Bribery Act of 2010, and other anti-corruption laws as a result of any acquisition or otherwise applicable to our business; and
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•
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the possibility that any acquired businesses do not perform as expected.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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High
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Low
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||||
Year Ended December 31, 2017
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||||
First Quarter
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$
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5.88
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$
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4.63
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Second Quarter
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6.48
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5.34
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Third Quarter
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6.61
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4.77
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Fourth Quarter
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6.15
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4.29
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Year Ended December 31, 2016
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First Quarter
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$
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7.39
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$
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4.81
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Second Quarter
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6.72
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4.75
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Third Quarter
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5.67
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4.20
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Fourth Quarter
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5.63
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4.39
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Item 6.
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Selected Financial Data
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Years Ended December 31,
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||||||||||||||||||
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2017
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2016
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2015
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2014
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2013
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||||||||||
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(In thousands, except per share data)
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Consolidated Statement of Operations Data:
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||||||||||
Total revenue
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$
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130,368
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$
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121,244
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$
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167,372
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$
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186,586
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$
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193,534
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Net income (loss)
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$
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(43,129
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)
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$
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(23,705
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)
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$
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(22,333
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)
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$
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(6,272
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)
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$
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6,340
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Net income (loss) per share
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||||||||||
Basic
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$
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(1.22
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)
|
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$
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(0.74
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)
|
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$
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(0.73
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)
|
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$
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(0.21
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)
|
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$
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0.22
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Diluted
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$
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(1.22
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)
|
|
$
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(0.74
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)
|
|
$
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(0.73
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)
|
|
$
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(0.21
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)
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$
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0.22
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|
|
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|
|
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||||||||||
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As of December 31,
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||||||||||||||||||
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2017
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2016
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2015
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|
2014
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2013
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||||||||||
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(In thousands)
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||||||||||||||||||
Consolidated Balance Sheet Data:
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|
||||||||||
Total assets
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$
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205,379
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|
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$
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140,874
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|
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$
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172,013
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|
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$
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186,600
|
|
|
$
|
190,087
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Cash and cash equivalents
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$
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50,122
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|
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$
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25,359
|
|
|
$
|
24,382
|
|
|
$
|
24,732
|
|
|
$
|
30,647
|
|
Short-term borrowings and current portion of long-term debt
|
|
$
|
33
|
|
|
$
|
40
|
|
|
$
|
42
|
|
|
$
|
15,549
|
|
|
$
|
7,914
|
|
Long-term debt, excluding current portion
|
|
$
|
35,124
|
|
|
$
|
43
|
|
|
$
|
49
|
|
|
$
|
20
|
|
|
$
|
100
|
|
Stockholders’ equity
|
|
$
|
106,101
|
|
|
$
|
100,822
|
|
|
$
|
119,176
|
|
|
$
|
126,953
|
|
|
$
|
140,210
|
|
Shares outstanding
|
|
37,200
|
|
|
32,135
|
|
|
31,782
|
|
|
29,846
|
|
|
29,563
|
|
Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Executive Overview
|
•
|
Recent Highlights
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations
|
•
|
Critical Accounting Estimates
|
•
|
Impact of Inflation
|
•
|
Recent Accounting Pronouncements
|
•
|
Off Balance Sheet Arrangements
|
•
|
In January 2017, we announced a definitive agreement with CRRC-SRI to localize manufacturing of our ultracapacitor-based modules for use in the China new energy bus market. This agreement extends our strategic partnership with CRRC-SRI and enables us to potentially compete more effectively in the China bus market moving forward.
|
•
|
In February 2017, we announced that we entered into an agreement to acquire substantially all of the assets and business of Nesscap Energy, Inc., a developer and manufacturer of ultracapacitor products for use in transportation, renewable energy, industrial and consumer markets. On April 28, 2017, we completed this acquisition through the issuance of approximately 4.1 million shares of Maxwell common stock and the assumption of certain liabilities. The acquisition adds complementary businesses to our operations and expands our portfolio of products, which we believe adds value for our customers and shareholders.
|
•
|
In September 2017, we announced an offering of $40 million aggregate principal amount of 5.50% Convertible Senior Notes due 2022 (the "Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. We also granted to the initial purchaser of the notes a 30-day option to purchase up to an additional $6.0 million aggregate principal amount of the Notes. The sale of the Notes to the initial purchaser settled on September 25, 2017 and resulted in approximately $37.3 million in net proceeds after deducting fees and estimated offering expenses payable by us.
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•
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In October 2017, we announced the sale of an additional $6.0 million in aggregate principal amount of our Notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, pursuant to the initial purchaser's exercise of their option to purchase additional notes and resulted in approximately $5.7 million in additional net proceeds after deducting the initial purchaser’s discount. The sale of the additional Notes settled on October 11, 2017 and the additional Notes were sold on the same terms in all respects as the 5.50% convertible senior notes due 2022 previously issued on September 25, 2017.
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|
|
Years Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
|
78
|
%
|
|
73
|
%
|
|
70
|
%
|
Gross profit
|
|
22
|
%
|
|
27
|
%
|
|
30
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|||
Selling, general and administrative
|
|
35
|
%
|
|
30
|
%
|
|
24
|
%
|
Research and development
|
|
14
|
%
|
|
17
|
%
|
|
15
|
%
|
Restructuring and exit costs
|
|
2
|
%
|
|
—
|
%
|
|
2
|
%
|
Impairment of assets
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Total operating expenses
|
|
51
|
%
|
|
48
|
%
|
|
41
|
%
|
Loss from operations
|
|
(29
|
)%
|
|
(21
|
)%
|
|
(11
|
)%
|
Interest expense, net
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
Gain on sale of product line
|
|
—
|
%
|
|
(5
|
)%
|
|
—
|
%
|
Loss before income taxes
|
|
(30
|
)%
|
|
(16
|
)%
|
|
(11
|
)%
|
Income tax provision
|
|
3
|
%
|
|
3
|
%
|
|
2
|
%
|
Net loss
|
|
(33
|
)%
|
|
(19
|
)%
|
|
(13
|
)%
|
•
|
a $6.7 million gain in 2016 from the sale of our microelectronics product line;
|
•
|
a $4.2 million decline in gross profit associated with an increase in product costs due to higher unabsorbed fixed costs related to lower production volumes, a change in product mix which includes lower sales of higher margin microelectronics and high-voltage products, the recognition of acquired inventory at fair value and the amortization of acquired intangibles related to the Nesscap Acquisition, as well as a reduction in pricing for our ultracapacitor products;
|
•
|
$2.8 million of expense recorded in 2017 for the proposed settlement with the SEC related to our 2011 and 2012 restatement;
|
•
|
a $3.7 million increase in stock compensation expense due to a difference in expected performance under the 2017 bonus plan compared to the 2016 plan, unusually high forfeitures during the first quarter of 2016 related to our 2015 restructuring plan, as well as a change in award mix to include market-condition RSUs which have a higher expense;
|
•
|
a $2.0 million increase in restructuring charges mainly related to our 2017 restructuring plans to implement a wide range of organizational efficiency and to optimize headcount in connection with the acquisition and integration of the business of Nesscap;
|
•
|
$1.9 million of transaction costs in 2017 related to the Nesscap Acquisition,
|
•
|
a $1.5 million benefit in the second quarter of 2016 from the release of a foreign tax liability due to the lapse of a statute of limitation; and
|
•
|
an offsetting effect from savings in operating expenses associated with our restructuring and ongoing cost reduction efforts.
|
|
|
Years Ended December 31,
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
Decrease
|
|
% Change
|
|
Decrease
|
|
% Change
|
||||||||||||
Revenue
|
|
$
|
130,368
|
|
|
$
|
121,244
|
|
|
$
|
167,372
|
|
|
$
|
9,124
|
|
|
8
|
%
|
|
$
|
(46,128
|
)
|
|
(28
|
)%
|
Cost of revenue
|
|
101,573
|
|
|
88,274
|
|
|
116,410
|
|
|
13,299
|
|
|
15
|
%
|
|
(28,136
|
)
|
|
(24
|
)%
|
|||||
% of Revenue
|
|
78
|
%
|
|
73
|
%
|
|
70
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit
|
|
$
|
28,795
|
|
|
$
|
32,970
|
|
|
$
|
50,962
|
|
|
$
|
(4,175
|
)
|
|
(13
|
)%
|
|
$
|
(17,992
|
)
|
|
(35
|
)%
|
% of Revenue
|
|
22
|
%
|
|
27
|
%
|
|
30
|
%
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Ultracapacitors
|
|
67
|
%
|
|
59
|
%
|
|
68
|
%
|
High-voltage capacitors
|
|
33
|
%
|
|
37
|
%
|
|
25
|
%
|
Microelectronics products
|
|
—
|
%
|
|
4
|
%
|
|
7
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended December 31,
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
Increase
|
|
% Change
|
|
Decrease
|
|
% Change
|
||||||||||||
Selling, general and administrative
|
|
$
|
45,818
|
|
|
$
|
36,281
|
|
|
$
|
40,758
|
|
|
$
|
9,537
|
|
|
26
|
%
|
|
$
|
(4,477
|
)
|
|
(11
|
)%
|
% of Revenue
|
|
35
|
%
|
|
30
|
%
|
|
24
|
%
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
Decrease
|
|
% Change
|
|
Decrease
|
|
% Change
|
||||||||||||
Research and development
|
|
$
|
18,351
|
|
|
$
|
20,889
|
|
|
$
|
24,697
|
|
|
$
|
(2,538
|
)
|
|
(12
|
)%
|
|
$
|
(3,808
|
)
|
|
(15
|
)%
|
% of Revenue
|
|
14
|
%
|
|
17
|
%
|
|
15
|
%
|
|
|
|
|
|
|
|
|
|
|
February 2017 Plan
|
|
September 2017 Plan
|
||||
|
|
Employee Severance Costs
|
||||||
Restructuring plans liability as of December 31, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
|
997
|
|
|
1,275
|
|
||
Amounts paid
|
|
(855
|
)
|
|
(431
|
)
|
||
Accruals released
|
|
(142
|
)
|
|
(27
|
)
|
||
Restructuring liability as of December 31, 2017
|
|
$
|
—
|
|
|
$
|
817
|
|
|
|
Employee Severance Costs
|
|
Lease Obligation Costs
|
|
Other Exit Costs
|
|
Total
|
||||||||
Restructuring liability as of December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
|
1,439
|
|
|
1,208
|
|
|
—
|
|
|
2,647
|
|
||||
Restructuring amounts paid
|
|
(1,010
|
)
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
||||
Accruals released
|
|
(135
|
)
|
|
—
|
|
|
—
|
|
|
(135
|
)
|
||||
Lease payments and accretion
|
|
—
|
|
|
(165
|
)
|
|
—
|
|
|
(165
|
)
|
||||
Restructuring liability as of December 31, 2015
|
|
294
|
|
|
1,043
|
|
|
—
|
|
|
1,337
|
|
||||
Costs incurred
|
|
67
|
|
|
86
|
|
|
298
|
|
|
451
|
|
||||
Restructuring amounts paid
|
|
(207
|
)
|
|
—
|
|
|
(246
|
)
|
|
(453
|
)
|
||||
Accruals released
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
||||
Lease payments and accretion
|
|
—
|
|
|
(327
|
)
|
|
(52
|
)
|
|
(379
|
)
|
||||
Restructuring liability as of December 31, 2016
|
|
—
|
|
|
802
|
|
|
—
|
|
|
802
|
|
||||
Costs incurred
|
|
—
|
|
|
179
|
|
|
—
|
|
|
179
|
|
||||
Lease payments and accretion
|
|
—
|
|
|
(311
|
)
|
|
—
|
|
|
(311
|
)
|
||||
Restructuring liability as of December 31, 2017
|
|
$
|
—
|
|
|
$
|
670
|
|
|
$
|
—
|
|
|
$
|
670
|
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
(15,006
|
)
|
|
$
|
(14,357
|
)
|
|
$
|
9,380
|
|
Investing activities
|
|
(4,394
|
)
|
|
14,663
|
|
|
(4,143
|
)
|
|||
Financing activities
|
|
43,285
|
|
|
796
|
|
|
(5,366
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
878
|
|
|
(525
|
)
|
|
179
|
|
|||
Increase in cash, cash equivalents and restricted cash
|
|
$
|
24,763
|
|
|
$
|
577
|
|
|
$
|
50
|
|
|
|
Payment due by period (in thousands)
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 Year
|
|
1–3
Years
|
|
3–5
Years
|
|
More than
5 Years
|
||||||||||
Operating lease obligations
(1)
|
|
$
|
19,132
|
|
|
$
|
3,824
|
|
|
$
|
6,949
|
|
|
$
|
4,326
|
|
|
$
|
4,033
|
|
Purchase commitments
(2)
|
|
16,555
|
|
|
16,555
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Convertible debt
(3)
|
|
46,000
|
|
|
—
|
|
|
—
|
|
|
46,000
|
|
|
—
|
|
|||||
Interest on convertible debt
(4)
|
|
11,905
|
|
|
2,530
|
|
|
5,060
|
|
|
4,315
|
|
|
—
|
|
|||||
Other debt obligations
(5)
|
|
115
|
|
|
33
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|||||
Pension and defined benefit plan payments
(6)
|
|
35,682
|
|
|
1,681
|
|
|
3,274
|
|
|
3,349
|
|
|
27,378
|
|
|||||
Total
(7) (8)
|
|
$
|
129,389
|
|
|
$
|
24,623
|
|
|
$
|
15,365
|
|
|
$
|
57,990
|
|
|
$
|
31,411
|
|
(1)
|
Operating lease obligations primarily represent building leases.
|
(2)
|
Purchase commitments primarily represent the value of non-cancellable purchase orders and an estimate of purchase orders that if canceled would result in a significant penalty.
|
(3)
|
Convertible debt represents Convertible Senior Notes due September 2022 and assumes that no notes are converted prior to the September 15, 2022 maturity date.
|
(4)
|
Represents 5.5% interest due semi-annually on our Convertible Senior Notes due September 2022 and assumes all interest is paid and the notes are not converted prior to the September 15, 2022 due date.
|
(5)
|
Other debt obligations represent long-term and short-term borrowings related to financing agreements for vehicles.
|
(6)
|
Pension and defined benefit plan payments represent the expected amounts to be paid for the Maxwell SA pension plan and the Korea defined benefit plan.
|
(7)
|
The table excludes $0.3 million of liabilities associated with uncertain tax positions because we are unable to reasonably estimate the timing of future payments, if required.
|
(8)
|
The table excludes deferred tax liability of
$4.9 million
due to uncertainty of timing of future payments. This deferred tax liability on undistributed earnings of a foreign subsidiary represents deferred tax expense associated with a portion of the unremitted earnings of a foreign subsidiary that are not considered permanently reinvested.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Schedule:
|
|
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
50,122
|
|
|
$
|
25,359
|
|
Trade and other accounts receivable, net of allowance for doubtful accounts of $36 and $26 as of December 31, 2017 and 2016, respectively
|
|
31,643
|
|
|
20,441
|
|
||
Inventories
|
|
32,228
|
|
|
32,248
|
|
||
Prepaid expenses and other current assets
|
|
2,983
|
|
|
4,407
|
|
||
Total current assets
|
|
116,976
|
|
|
82,455
|
|
||
Property and equipment, net
|
|
28,044
|
|
|
26,120
|
|
||
Intangible assets, net
|
|
11,715
|
|
|
—
|
|
||
Goodwill
|
|
36,061
|
|
|
22,799
|
|
||
Pension asset
|
|
11,712
|
|
|
8,887
|
|
||
Other non-current assets
|
|
871
|
|
|
613
|
|
||
Total assets
|
|
$
|
205,379
|
|
|
$
|
140,874
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
32,758
|
|
|
$
|
19,181
|
|
Accrued employee compensation
|
|
9,070
|
|
|
6,152
|
|
||
Deferred revenue and customer deposits
|
|
6,669
|
|
|
3,967
|
|
||
Short-term borrowings and current portion of long-term debt
|
|
33
|
|
|
40
|
|
||
Total current liabilities
|
|
48,530
|
|
|
29,340
|
|
||
Deferred tax liability, long-term
|
|
8,762
|
|
|
8,580
|
|
||
Long-term debt, excluding current portion
|
|
35,124
|
|
|
43
|
|
||
Defined benefit plan liability
|
|
3,942
|
|
|
—
|
|
||
Other long-term liabilities
|
|
2,920
|
|
|
2,089
|
|
||
Total liabilities
|
|
99,278
|
|
|
40,052
|
|
||
Commitments and contingencies (Note 13 and Note 15)
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.10 par value per share, 80,000,000
shares authorized at December 31, 2017 and 2016; 37,199,519 and 32,135,02
9 shares issued and outstanding at December, 2017 and 2016, respectively
|
|
3,717
|
|
|
3,210
|
|
||
Additional paid-in capital
|
|
337,541
|
|
|
296,316
|
|
||
Accumulated deficit
|
|
(247,233
|
)
|
|
(204,104
|
)
|
||
Accumulated other comprehensive income
|
|
12,076
|
|
|
5,400
|
|
||
Total stockholders’ equity
|
|
106,101
|
|
|
100,822
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
205,379
|
|
|
$
|
140,874
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
$
|
130,368
|
|
|
$
|
121,244
|
|
|
$
|
167,372
|
|
Cost of revenue
|
|
101,573
|
|
|
88,274
|
|
|
116,410
|
|
|||
Gross profit
|
|
28,795
|
|
|
32,970
|
|
|
50,962
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
45,818
|
|
|
36,281
|
|
|
40,758
|
|
|||
Research and development
|
|
18,351
|
|
|
20,889
|
|
|
24,697
|
|
|||
Restructuring and exit costs
|
|
2,282
|
|
|
297
|
|
|
2,512
|
|
|||
Impairment of assets
|
|
240
|
|
|
1,389
|
|
|
—
|
|
|||
Total operating expenses
|
|
66,691
|
|
|
58,856
|
|
|
67,967
|
|
|||
Loss from operations
|
|
(37,896
|
)
|
|
(25,886
|
)
|
|
(17,005
|
)
|
|||
Gain on sale of product line
|
|
—
|
|
|
(6,657
|
)
|
|
—
|
|
|||
Interest expense, net
|
|
1,355
|
|
|
248
|
|
|
284
|
|
|||
Other income
|
|
(85
|
)
|
|
(133
|
)
|
|
—
|
|
|||
Foreign currency exchange loss, net
|
|
306
|
|
|
216
|
|
|
441
|
|
|||
Loss before income taxes
|
|
(39,472
|
)
|
|
(19,560
|
)
|
|
(17,730
|
)
|
|||
Income tax provision
|
|
3,657
|
|
|
4,145
|
|
|
4,603
|
|
|||
Net loss
|
|
$
|
(43,129
|
)
|
|
$
|
(23,705
|
)
|
|
$
|
(22,333
|
)
|
Net loss per share:
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
$
|
(1.22
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(0.73
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
35,480
|
|
|
31,870
|
|
|
30,716
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss
|
|
$
|
(43,129
|
)
|
|
$
|
(23,705
|
)
|
|
$
|
(22,333
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
5,131
|
|
|
(2,107
|
)
|
|
1,574
|
|
|||
Defined benefit plans, net of tax:
|
|
|
|
|
|
|
||||||
Actuarial gain (loss) on benefit obligations and plan assets, net of tax provision of $401 and $603 and tax benefit of $531 for the years ended December 31, 2017, 2016 and 2015, respectively
|
|
1,424
|
|
|
2,298
|
|
|
(1,862
|
)
|
|||
Amortization of deferred loss, net of tax provision
of $48 and $10
for the years ended December 31, 2016 and 2015, respectively
|
|
—
|
|
|
195
|
|
|
35
|
|
|||
Amortization of prior service cost, net of tax provision of $30, $30 and $30 for the years ended December 31, 2017, 2016 and 2015, respectively
|
|
121
|
|
|
120
|
|
|
106
|
|
|||
Settlements and plan changes, net of tax provision of $91 for the year ended December 31, 2015
|
|
—
|
|
|
—
|
|
|
318
|
|
|||
Other comprehensive income, net of tax
|
|
6,676
|
|
|
506
|
|
|
171
|
|
|||
Comprehensive loss
|
|
$
|
(36,453
|
)
|
|
$
|
(23,199
|
)
|
|
$
|
(22,162
|
)
|
|
|
Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income
|
|
Total
Stockholders’
Equity
|
|||||||||||
Balance at December 31, 2014
|
|
29,846
|
|
|
$
|
2,982
|
|
|
$
|
277,314
|
|
|
$
|
(158,066
|
)
|
|
$
|
4,723
|
|
|
$
|
126,953
|
|
Common stock issued under employee benefit plans
|
|
142
|
|
|
14
|
|
|
861
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|||||
Share-based compensation
|
|
80
|
|
|
8
|
|
|
3,938
|
|
|
—
|
|
|
—
|
|
|
3,946
|
|
|||||
Proceeds from issuance of common stock, net
|
|
1,831
|
|
|
183
|
|
|
9,381
|
|
|
—
|
|
|
—
|
|
|
9,564
|
|
|||||
Cancellation of restricted shares
|
|
(117
|
)
|
|
(11
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,333
|
)
|
|
—
|
|
|
(22,333
|
)
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,574
|
|
|
1,574
|
|
|||||
Pension adjustment, net of tax benefit of $400
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,403
|
)
|
|
(1,403
|
)
|
|||||
Balance at December 31, 2015
|
|
31,782
|
|
|
3,176
|
|
|
291,505
|
|
|
(180,399
|
)
|
|
4,894
|
|
|
119,176
|
|
|||||
Common stock issued under employee benefit plans
|
|
180
|
|
|
18
|
|
|
823
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|||||
Share-based compensation
|
|
225
|
|
|
21
|
|
|
3,983
|
|
|
—
|
|
|
—
|
|
|
4,004
|
|
|||||
Cancellation of restricted shares
|
|
(52
|
)
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,705
|
)
|
|
—
|
|
|
(23,705
|
)
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,107
|
)
|
|
(2,107
|
)
|
|||||
Pension adjustment, net of tax provision of $681
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,613
|
|
|
2,613
|
|
|||||
Balance at December 31, 2016
|
|
32,135
|
|
|
3,210
|
|
|
296,316
|
|
|
(204,104
|
)
|
|
5,400
|
|
|
100,822
|
|
|||||
Common stock issued under employee benefit plans
|
|
78
|
|
|
7
|
|
|
319
|
|
|
—
|
|
|
—
|
|
|
326
|
|
|||||
Share-based compensation
|
|
536
|
|
|
54
|
|
|
5,891
|
|
|
—
|
|
|
—
|
|
|
5,945
|
|
|||||
Cancellation of restricted shares
|
|
(10
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Issuance of common stock for bonuses and director fees
|
|
314
|
|
|
31
|
|
|
1,772
|
|
|
—
|
|
|
—
|
|
|
1,803
|
|
|||||
Issuance of common stock for acquisition
|
|
4,147
|
|
|
415
|
|
|
24,879
|
|
|
—
|
|
|
—
|
|
|
25,294
|
|
|||||
Equity component of convertible senior notes issued
|
|
—
|
|
|
—
|
|
|
8,377
|
|
|
—
|
|
|
—
|
|
|
8,377
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,129
|
)
|
|
—
|
|
|
(43,129
|
)
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,131
|
|
|
5,131
|
|
|||||
Pension and defined benefit plan liability adjustment, net of tax provision of $431
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,545
|
|
|
1,545
|
|
|||||
Balance at December 31, 2017
|
|
37,200
|
|
|
$
|
3,717
|
|
|
$
|
337,541
|
|
|
$
|
(247,233
|
)
|
|
$
|
12,076
|
|
|
$
|
106,101
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(43,129
|
)
|
|
$
|
(23,705
|
)
|
|
$
|
(22,333
|
)
|
Adjustments to reconcile net loss to net cash from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
8,771
|
|
|
9,871
|
|
|
11,385
|
|
|||
Amortization of intangible assets
|
|
809
|
|
|
—
|
|
|
166
|
|
|||
Non-cash interest expense
|
|
444
|
|
|
—
|
|
|
—
|
|
|||
Loss on lease due to restructuring
|
|
179
|
|
|
87
|
|
|
1,043
|
|
|||
Pension and defined benefit plan cost
|
|
770
|
|
|
635
|
|
|
412
|
|
|||
Stock-based compensation expense
|
|
9,037
|
|
|
5,364
|
|
|
3,946
|
|
|||
Gain on sale of property and equipment
|
|
(20
|
)
|
|
(131
|
)
|
|
—
|
|
|||
Impairment of property and equipment
|
|
240
|
|
|
1,389
|
|
|
—
|
|
|||
Gain on sale of product line
|
|
—
|
|
|
(6,657
|
)
|
|
—
|
|
|||
Unrealized loss (gain) on foreign currency exchange rates
|
|
(150
|
)
|
|
63
|
|
|
1,631
|
|
|||
Release of tax valuation allowance
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
|||
Release of tax liability
|
|
—
|
|
|
(1,518
|
)
|
|
—
|
|
|||
Provision for (recovery of) allowance on accounts receivable
|
|
10
|
|
|
(106
|
)
|
|
281
|
|
|||
Losses on write downs of inventory
|
|
2,309
|
|
|
397
|
|
|
541
|
|
|||
Provision for warranties
|
|
303
|
|
|
383
|
|
|
1,327
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Trade and other accounts receivable
|
|
(7,981
|
)
|
|
20,085
|
|
|
315
|
|
|||
Inventories
|
|
2,568
|
|
|
(4,956
|
)
|
|
5,251
|
|
|||
Prepaid expenses and other assets
|
|
477
|
|
|
(372
|
)
|
|
(35
|
)
|
|||
Pension asset
|
|
(1,067
|
)
|
|
(584
|
)
|
|
(650
|
)
|
|||
Accounts payable and accrued liabilities
|
|
8,842
|
|
|
(14,884
|
)
|
|
5,031
|
|
|||
Deferred revenue and customer deposits
|
|
2,356
|
|
|
630
|
|
|
2,362
|
|
|||
Accrued employee compensation
|
|
609
|
|
|
(1,478
|
)
|
|
(2,670
|
)
|
|||
Deferred tax liability
|
|
(154
|
)
|
|
1,957
|
|
|
2,017
|
|
|||
Defined benefit plan and other long-term liabilities
|
|
(229
|
)
|
|
(827
|
)
|
|
(470
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
(15,006
|
)
|
|
(14,357
|
)
|
|
9,380
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(5,817
|
)
|
|
(5,956
|
)
|
|
(4,143
|
)
|
|||
Proceeds from sale of property and equipment
|
|
20
|
|
|
133
|
|
|
—
|
|
|||
Cash used in acquisition, net of cash acquired
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of product line
|
|
1,500
|
|
|
20,486
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
(4,394
|
)
|
|
14,663
|
|
|
(4,143
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Principal payments on long-term debt and short-term borrowings
|
|
(32
|
)
|
|
(45
|
)
|
|
(18,845
|
)
|
|||
Proceeds from long-term debt and short-term borrowings, net of discount and issuance costs
|
|
42,991
|
|
|
—
|
|
|
3,040
|
|
|||
Proceeds from sale of common stock, net of offering costs
|
|
—
|
|
|
—
|
|
|
9,564
|
|
|||
Proceeds from issuance of common stock under equity compensation plans
|
|
326
|
|
|
841
|
|
|
875
|
|
|||
Net cash provided by (used in) financing activities
|
|
43,285
|
|
|
796
|
|
|
(5,366
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
878
|
|
|
(525
|
)
|
|
179
|
|
|||
Increase in cash, cash equivalents and restricted cash
|
|
24,763
|
|
|
577
|
|
|
50
|
|
|||
Cash, cash equivalents and restricted cash, beginning of period
|
|
25,359
|
|
|
24,782
|
|
|
24,732
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
|
$
|
50,122
|
|
|
$
|
25,359
|
|
|
$
|
24,782
|
|
Cash paid for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
82
|
|
|
$
|
75
|
|
|
$
|
245
|
|
Income taxes
|
|
$
|
2,306
|
|
|
$
|
2,551
|
|
|
$
|
3,475
|
|
Supplemental schedule of noncash investing and financing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment included in accounts payable and accrued liabilities
|
|
$
|
1,633
|
|
|
$
|
181
|
|
|
$
|
345
|
|
Common stock issued for acquisition of Nesscap
|
|
$
|
25,294
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amounts in escrow related to sale of product line
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
•
|
Energy Storage:
The Company’s ultracapacitor products are energy storage devices that possess a unique combination of high power density, extremely long operational life and the ability to charge and discharge very rapidly. The Company’s ultracapacitor cells, multi-cell packs, modules and subsystems provide highly reliable energy storage and power delivery solutions for applications in multiple industries, including automotive, grid energy storage, wind, bus, industrial and truck. The Company’s lithium-ion capacitors are energy storage devices with the power characteristics of an ultracapacitor combined with the enhanced energy storage capacity approaching that of a battery and are uniquely designed to address a variety of applications in the rail, grid, and industrial markets where energy density and weight are differentiating factors.
|
•
|
High-Voltage Capacitors:
The Company’s CONDIS® high-voltage capacitors are designed and manufactured to perform reliably for decades in all climates. These products include grading and coupling capacitors, electric voltage transformers and metering products that are used to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(43,129
|
)
|
|
$
|
(23,705
|
)
|
|
$
|
(22,333
|
)
|
Denominator
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic and diluted
|
|
35,480
|
|
|
31,870
|
|
|
30,716
|
|
|||
Net loss per share
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
$
|
(1.22
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(0.73
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Outstanding options to purchase common stock
|
|
361
|
|
|
414
|
|
|
931
|
|
Unvested restricted stock awards
|
|
26
|
|
|
88
|
|
|
245
|
|
Unvested restricted stock unit awards
|
|
2,650
|
|
|
1,748
|
|
|
885
|
|
Employee stock purchase plan awards
|
|
38
|
|
|
—
|
|
|
10
|
|
Bonus and director fees to be paid in stock awards
|
|
477
|
|
|
265
|
|
|
—
|
|
Convertible senior notes
|
|
7,245
|
|
|
—
|
|
|
—
|
|
|
|
10,797
|
|
|
2,515
|
|
|
2,071
|
|
|
|
Years ended December 31,
|
||||||||||
Revenue by product line:
|
|
2017
|
|
2016
|
|
2015
|
||||||
Ultracapacitors
|
|
$
|
87,709
|
|
|
$
|
71,491
|
|
|
$
|
114,525
|
|
High-voltage capacitors
|
|
42,659
|
|
|
45,177
|
|
|
41,718
|
|
|||
Microelectronic products
|
|
—
|
|
|
4,576
|
|
|
11,129
|
|
|||
Total
|
|
$
|
130,368
|
|
|
$
|
121,244
|
|
|
$
|
167,372
|
|
|
|
|
|
|
|
|
||||||
|
|
Years ended December 31,
|
||||||||||
Revenue from external customers located in
(1)
:
|
|
2017
|
|
2016
|
|
2015
|
||||||
China
|
|
$
|
44,945
|
|
|
$
|
48,191
|
|
|
$
|
87,856
|
|
United States
|
|
13,874
|
|
|
12,041
|
|
|
20,836
|
|
|||
Germany
|
|
16,287
|
|
|
12,854
|
|
|
13,972
|
|
|||
Hungary
|
|
13,454
|
|
|
11,473
|
|
|
11,630
|
|
|||
All other countries
(2)
|
|
41,808
|
|
|
36,685
|
|
|
33,078
|
|
|||
Total
|
|
$
|
130,368
|
|
|
$
|
121,244
|
|
|
$
|
167,372
|
|
_____________
|
|
|
|
|
|
|
|
|
December 31,
2017 |
|
December 31, 2016
|
||||
Raw materials and purchased parts
|
|
$
|
12,675
|
|
|
$
|
12,210
|
|
Work-in-process
|
|
1,756
|
|
|
858
|
|
||
Finished goods
|
|
17,797
|
|
|
19,180
|
|
||
Total inventories
|
|
$
|
32,228
|
|
|
$
|
32,248
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Beginning balance
|
|
$
|
1,213
|
|
|
$
|
1,288
|
|
Acquired liability from Nesscap
|
|
773
|
|
|
—
|
|
||
Product warranties issued
|
|
177
|
|
|
486
|
|
||
Settlement of warranties
|
|
(876
|
)
|
|
(458
|
)
|
||
Changes related to preexisting warranties
|
|
126
|
|
|
(103
|
)
|
||
Ending balance
|
|
$
|
1,413
|
|
|
$
|
1,213
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Machinery, furniture and office equipment
|
|
$
|
67,963
|
|
|
$
|
62,583
|
|
Computer hardware and software
|
|
10,436
|
|
|
10,071
|
|
||
Leasehold improvements
|
|
21,599
|
|
|
20,320
|
|
||
Construction in progress
|
|
5,461
|
|
|
1,401
|
|
||
Property and equipment, gross
|
|
105,459
|
|
|
94,375
|
|
||
Less accumulated depreciation and amortization
|
|
(77,415
|
)
|
|
(68,255
|
)
|
||
Total property and equipment, net
|
|
$
|
28,044
|
|
|
$
|
26,120
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Accounts payable
|
|
$
|
21,242
|
|
|
$
|
13,109
|
|
Income tax payable
|
|
1,737
|
|
|
1,066
|
|
||
Accrued warranty
|
|
1,413
|
|
|
1,213
|
|
||
Other accrued liabilities
|
|
8,366
|
|
|
3,793
|
|
||
Total accounts payable and accrued liabilities
|
|
$
|
32,758
|
|
|
$
|
19,181
|
|
|
|
Foreign
Currency Translation Adjustment |
|
Pension and Defined Benefit Plan
|
|
Accumulated
Other Comprehensive Income |
|
Affected Line Items in the Statement of Operations
|
||||||
Balance as of December 31, 2016
|
|
$
|
7,826
|
|
|
$
|
(2,426
|
)
|
|
$
|
5,400
|
|
|
|
Other comprehensive income before reclassification
|
|
5,131
|
|
|
—
|
|
|
5,131
|
|
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
1,545
|
|
|
1,545
|
|
|
Cost of Sales, Selling, General and Administrative and Research and Development Expense
|
|||
Net other comprehensive income
|
|
5,131
|
|
|
1,545
|
|
|
6,676
|
|
|
|
|||
Balance as of December 31, 2017
|
|
$
|
12,957
|
|
|
$
|
(881
|
)
|
|
$
|
12,076
|
|
|
|
Maxwell common stock
|
|
$
|
25,294
|
|
Settlement of seller’s transaction expenses
|
|
1,006
|
|
|
Total estimated purchase price
|
|
$
|
26,300
|
|
|
|
Fair Value
|
||
Cash and cash equivalents
|
|
$
|
909
|
|
Accounts receivable
|
|
2,545
|
|
|
Inventories
|
|
4,397
|
|
|
Prepaid expenses and other assets
|
|
764
|
|
|
Property and equipment
|
|
3,314
|
|
|
Intangible assets
|
|
11,800
|
|
|
Accounts payable, accrued compensation and other liabilities
|
|
(5,713
|
)
|
|
Employee severance obligation
|
|
(3,340
|
)
|
|
Total identifiable net assets
|
|
14,676
|
|
|
Goodwill
|
|
11,624
|
|
|
Total purchase price
|
|
$
|
26,300
|
|
|
|
Estimated Useful Life (in years)
|
|
Fair Value
|
||
Customer relationships - institutional
|
|
14
|
|
$
|
3,200
|
|
Customer relationships - non-institutional
|
|
10
|
|
4,400
|
|
|
Trademarks and trade names
|
|
10
|
|
1,500
|
|
|
Developed technology
|
|
8
|
|
2,700
|
|
|
Total intangible assets
|
|
|
|
$
|
11,800
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net revenues
|
|
$
|
135,534
|
|
|
$
|
141,724
|
|
Net loss
|
|
(43,849
|
)
|
|
(28,701
|
)
|
||
Net loss per share:
|
|
|
|
|
||||
Basic and diluted
|
|
(1.19
|
)
|
|
(0.80
|
)
|
||
Weighted average common shares outstanding:
|
|
|
|
|
||||
Basic and diluted
|
|
36,809
|
|
|
36,017
|
|
•
|
Amortization expense for acquired intangibles and removal of Nesscap historical intangibles amortization
|
•
|
Removal of historical Nesscap interest expenses, gains and losses related to debt not acquired
|
•
|
Recognition of expense associated with the valuation of inventory acquired
|
Balance at December 31, 2015
|
$
|
23,635
|
|
Foreign currency translation adjustments
|
(545
|
)
|
|
Disposition of microelectronics product line
|
(291
|
)
|
|
Balance at December 31, 2016
|
22,799
|
|
|
Foreign currency translation adjustments
|
1,638
|
|
|
Goodwill from Nesscap Acquisition
|
11,624
|
|
|
Balance at December 31, 2017
|
$
|
36,061
|
|
|
|
As of December 31, 2017
|
||||||||||||||||
|
|
Useful Life
(in years)
|
|
Gross Initial Carrying Value
|
|
Cumulative Foreign Currency Translation Adjustment
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||
Customer relationships - institutional
|
|
14
|
|
$
|
3,200
|
|
|
$
|
197
|
|
|
$
|
(156
|
)
|
|
$
|
3,241
|
|
Customer relationships - non-institutional
|
|
10
|
|
4,400
|
|
|
266
|
|
|
(304
|
)
|
|
4,362
|
|
||||
Trademarks and trade names
|
|
10
|
|
1,500
|
|
|
90
|
|
|
(103
|
)
|
|
1,487
|
|
||||
Developed technology
|
|
8
|
|
2,700
|
|
|
160
|
|
|
(235
|
)
|
|
2,625
|
|
||||
Total intangible assets
|
|
|
|
$
|
11,800
|
|
|
$
|
713
|
|
|
$
|
(798
|
)
|
|
$
|
11,715
|
|
|
|
February 2017 Plan
|
|
September 2017 Plan
|
||||
|
|
Employee Severance Costs
|
||||||
Restructuring plans liability as of December 31, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
|
997
|
|
|
1,275
|
|
||
Amounts paid
|
|
(855
|
)
|
|
(431
|
)
|
||
Accruals released
|
|
(142
|
)
|
|
(27
|
)
|
||
Restructuring liability as of December 31, 2017
|
|
$
|
—
|
|
|
$
|
817
|
|
|
|
Employee Severance Costs
|
|
Lease Obligation Costs
|
|
Other Exit Costs
|
|
Total
|
||||||||
Restructuring liability as of December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
|
1,439
|
|
|
1,208
|
|
|
—
|
|
|
2,647
|
|
||||
Restructuring cash payments
|
|
(1,010
|
)
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
||||
Accruals released
|
|
(135
|
)
|
|
—
|
|
|
—
|
|
|
(135
|
)
|
||||
Lease payments and accretion
|
|
—
|
|
|
(165
|
)
|
|
—
|
|
|
(165
|
)
|
||||
Restructuring liability as of December 31, 2015
|
|
294
|
|
|
1,043
|
|
|
—
|
|
|
1,337
|
|
||||
Costs incurred
|
|
67
|
|
|
86
|
|
|
298
|
|
|
451
|
|
||||
Restructuring cash payments
|
|
(207
|
)
|
|
—
|
|
|
(246
|
)
|
|
(453
|
)
|
||||
Accruals released
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
||||
Lease payments and accretion
|
|
—
|
|
|
(327
|
)
|
|
(52
|
)
|
|
(379
|
)
|
||||
Restructuring liability as of December 31, 2016
|
|
—
|
|
|
802
|
|
|
—
|
|
|
802
|
|
||||
Costs incurred
|
|
—
|
|
|
179
|
|
|
—
|
|
|
179
|
|
||||
Lease payments and accretion
|
|
—
|
|
|
(311
|
)
|
|
—
|
|
|
(311
|
)
|
||||
Restructuring liability as of December 31, 2017
|
|
$
|
—
|
|
|
$
|
670
|
|
|
$
|
—
|
|
|
$
|
670
|
|
|
|
As of December 31, 2017
|
||
Principal amount
|
|
$
|
46,000
|
|
Unamortized debt discount - equity component
|
|
(8,144
|
)
|
|
Unamortized debt discount - initial purchaser
|
|
(2,431
|
)
|
|
Unamortized transaction costs
|
|
(383
|
)
|
|
Net carrying value
|
|
$
|
35,042
|
|
|
|
Year ended December 31, 2017
|
||
Cash interest expense
|
|
|
||
Coupon interest expense
|
|
$
|
661
|
|
Non-cash interest expense
|
|
|
||
Amortization of debt discount - equity component
|
|
330
|
|
|
Amortization of debt discount - initial purchaser
|
|
98
|
|
|
Amortization of transaction costs
|
|
16
|
|
|
Total interest expense
|
|
$
|
1,105
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total loss
|
|
$
|
—
|
|
|
$
|
(88
|
)
|
|
$
|
(720
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total gain (loss)
|
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
$
|
179
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance at December 31, 2016
|
|
414
|
|
|
$
|
8.97
|
|
|
|
|
|
||
Granted
|
|
50
|
|
|
5.56
|
|
|
|
|
|
|||
Cancelled
|
|
(103
|
)
|
|
10.56
|
|
|
|
|
|
|||
Balance at December 31, 2017
|
|
361
|
|
|
$
|
8.05
|
|
|
5.72
|
|
$
|
67
|
|
Vested or expected to vest at December 31, 2017
|
|
354
|
|
|
$
|
8.09
|
|
|
5.68
|
|
$
|
65
|
|
Exercisable at December 31, 2017
|
|
220
|
|
|
$
|
9.20
|
|
|
4.39
|
|
$
|
30
|
|
|
|
Years Ended December 31,
|
||||
|
|
2017
|
|
2015
|
||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
Expected volatility range
|
|
58% to 59%
|
|
|
60% to 61%
|
|
Expected volatility weighted average
|
|
59
|
%
|
|
60
|
%
|
Risk-free interest rate
|
|
1.9
|
%
|
|
1.6
|
%
|
Expected life/term weighted average (in years)
|
|
5.5
|
|
|
4.9
|
|
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Nonvested at December 31, 2016
|
|
88
|
|
|
$
|
13.37
|
|
Vested
|
|
(53
|
)
|
|
12.58
|
|
|
Forfeited
|
|
(9
|
)
|
|
14.57
|
|
|
Nonvested at December 31, 2017
|
|
26
|
|
|
$
|
14.57
|
|
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Nonvested at December 31, 2016
|
|
1,748
|
|
|
$
|
6.40
|
|
Granted
|
|
1,796
|
|
|
5.89
|
|
|
Released
|
|
(540
|
)
|
|
5.86
|
|
|
Forfeited
|
|
(354
|
)
|
|
6.45
|
|
|
Nonvested at December 31, 2017
|
|
2,650
|
|
|
$
|
6.16
|
|
|
|
Years Ended December 31,
|
||||
|
|
2017
|
|
2016
|
||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
|
53
|
%
|
|
62
|
%
|
Risk-free interest rate
|
|
1.55
|
%
|
|
1.07
|
%
|
Expected term (in years)
|
|
2.8
|
|
|
3.0
|
|
|
|
Years Ended December 31,
|
||||||||||
RSU Type
|
|
2017
|
|
2016
|
|
2015
|
||||||
Service-based
|
|
$
|
3,268
|
|
|
$
|
2,243
|
|
|
$
|
1,362
|
|
Performance objectives
|
|
379
|
|
|
103
|
|
|
(28
|
)
|
|||
Market-condition
|
|
1,539
|
|
|
869
|
|
|
128
|
|
|||
|
|
$
|
5,186
|
|
|
$
|
3,215
|
|
|
$
|
1,462
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected volatility
|
|
34
|
%
|
|
57
|
%
|
|
57
|
%
|
|||
Risk-free interest rate
|
|
0.89
|
%
|
|
0.43
|
%
|
|
0.29
|
%
|
|||
Expected life (in years)
|
|
0.45
|
|
|
0.5
|
|
|
0.5
|
|
|||
Fair value per share
|
|
$
|
1.30
|
|
|
$
|
1.93
|
|
|
$
|
1.86
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Stock options
|
|
$
|
237
|
|
|
$
|
171
|
|
|
$
|
232
|
|
Restricted stock awards
|
|
416
|
|
|
388
|
|
|
1,974
|
|
|||
Restricted stock units
|
|
5,186
|
|
|
3,215
|
|
|
1,462
|
|
|||
ESPP
|
|
114
|
|
|
231
|
|
|
278
|
|
|||
Bonuses settled in stock
|
|
2,826
|
|
|
1,359
|
|
|
—
|
|
|||
Director fees settled in stock
|
|
258
|
|
|
—
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
|
$
|
9,037
|
|
|
$
|
5,364
|
|
|
$
|
3,946
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of revenue
|
|
$
|
1,070
|
|
|
$
|
854
|
|
|
$
|
644
|
|
Selling, general and administrative
|
|
6,606
|
|
|
3,674
|
|
|
2,502
|
|
|||
Research and development
|
|
1,361
|
|
|
836
|
|
|
800
|
|
|||
Total stock-based compensation expense
|
|
$
|
9,037
|
|
|
$
|
5,364
|
|
|
$
|
3,946
|
|
2013 Omnibus Equity Incentive Plan
|
3,138,321
|
|
2004 Employee Stock Purchase Plan
|
617,609
|
|
Total
|
3,755,930
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
|
|
18,646
|
|
|
(11,360
|
)
|
|
(4,297
|
)
|
|||
|
|
18,646
|
|
|
(11,360
|
)
|
|
(4,297
|
)
|
|||
State:
|
|
|
|
|
|
|
||||||
Current
|
|
5
|
|
|
7
|
|
|
6
|
|
|||
Deferred
|
|
231
|
|
|
923
|
|
|
62
|
|
|||
|
|
236
|
|
|
930
|
|
|
68
|
|
|||
Foreign:
|
|
|
|
|
|
|
||||||
Current
|
|
3,155
|
|
|
3,742
|
|
|
4,930
|
|
|||
Deferred
|
|
(1,418
|
)
|
|
561
|
|
|
8
|
|
|||
|
|
1,737
|
|
|
4,303
|
|
|
4,938
|
|
|||
(Decrease) increase in valuation allowance
|
|
(16,962
|
)
|
|
10,272
|
|
|
3,894
|
|
|||
Tax provision
|
|
$
|
3,657
|
|
|
$
|
4,145
|
|
|
$
|
4,603
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Taxes at federal statutory rate
|
|
$
|
(13,420
|
)
|
|
$
|
(6,650
|
)
|
|
$
|
(6,028
|
)
|
State taxes, net of federal benefit
|
|
(236
|
)
|
|
(208
|
)
|
|
(236
|
)
|
|||
Effect of tax rate differential for foreign subsidiary
|
|
(1,646
|
)
|
|
(2,985
|
)
|
|
(2,641
|
)
|
|||
Valuation allowance, including tax benefits of stock activity
|
|
(16,962
|
)
|
|
10,272
|
|
|
3,894
|
|
|||
Tax rate change
|
|
34,732
|
|
|
—
|
|
|
—
|
|
|||
Foreign taxes on unremitted earnings
|
|
—
|
|
|
1,204
|
|
|
2,085
|
|
|||
Stock-based compensation
|
|
224
|
|
|
441
|
|
|
134
|
|
|||
Foreign withholding taxes
|
|
295
|
|
|
260
|
|
|
180
|
|
|||
Return to provision adjustments
|
|
(2,931
|
)
|
|
1,062
|
|
|
1,131
|
|
|||
Subpart F income inclusion
|
|
2,998
|
|
|
906
|
|
|
5,914
|
|
|||
SEC settlement penalty
|
|
959
|
|
|
—
|
|
|
—
|
|
|||
Business combination
|
|
(1,914
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
1,558
|
|
|
(157
|
)
|
|
170
|
|
|||
Tax provision
|
|
$
|
3,657
|
|
|
$
|
4,145
|
|
|
$
|
4,603
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Tax loss carryforwards
|
|
$
|
50,183
|
|
|
$
|
62,994
|
|
Tax credit carryforwards
|
|
792
|
|
|
19
|
|
||
Uniform capitalization, contract and inventory related reserves
|
|
805
|
|
|
598
|
|
||
Accrued vacation
|
|
301
|
|
|
514
|
|
||
Stock-based compensation
|
|
2,029
|
|
|
2,130
|
|
||
Capitalized research and development
|
|
3,043
|
|
|
5,532
|
|
||
Tax basis depreciation less book depreciation
|
|
1,523
|
|
|
1,661
|
|
||
Intangible assets
|
|
—
|
|
|
1,354
|
|
||
Deferred revenue
|
|
175
|
|
|
33
|
|
||
Accrued foreign taxes
|
|
1,044
|
|
|
1,263
|
|
||
Other
|
|
2,369
|
|
|
2,523
|
|
||
Total
|
|
62,264
|
|
|
78,621
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Inventory deduction
|
|
(587
|
)
|
|
(369
|
)
|
||
Pension assets
|
|
(1,326
|
)
|
|
(1,733
|
)
|
||
Allowance for doubtful accounts
|
|
(534
|
)
|
|
(677
|
)
|
||
Withholding tax on undistributed earnings of foreign subsidiary
|
|
(4,879
|
)
|
|
(4,879
|
)
|
||
Unrealized gains and losses
|
|
(351
|
)
|
|
(733
|
)
|
||
Intangible assets
|
|
(1,514
|
)
|
|
—
|
|
||
Total
|
|
(9,191
|
)
|
|
(8,391
|
)
|
||
Net deferred tax assets before valuation allowance
|
|
53,073
|
|
|
70,230
|
|
||
Valuation allowance
|
|
(61,403
|
)
|
|
(78,366
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(8,330
|
)
|
|
$
|
(8,136
|
)
|
Balance at December 31, 2015
|
$
|
14,014
|
|
Increase in current period positions
|
1,596
|
|
|
Increase in prior period positions
|
116
|
|
|
Decrease in prior period positions
|
(147
|
)
|
|
Balance at December 31, 2016
|
15,579
|
|
|
Increase in current period positions
|
1,081
|
|
|
Decrease in prior period positions
|
(518
|
)
|
|
Balance at December 31, 2017
|
$
|
16,142
|
|
Fiscal Years
|
|
||
2018
|
$
|
3,824
|
|
2019
|
3,850
|
|
|
2020
|
3,099
|
|
|
2021
|
2,124
|
|
|
2022
|
2,202
|
|
|
Thereafter
|
4,033
|
|
|
Total
|
$
|
19,132
|
|
|
|
Years ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Change in benefit obligation:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
30,257
|
|
|
$
|
33,153
|
|
Service cost
|
|
982
|
|
|
1,171
|
|
||
Interest cost
|
|
230
|
|
|
246
|
|
||
Plan participant contributions
|
|
527
|
|
|
509
|
|
||
Benefits paid
|
|
(1,729
|
)
|
|
(1,570
|
)
|
||
Actuarial (gain) loss
|
|
119
|
|
|
(2,425
|
)
|
||
Effect of foreign currency translation
|
|
1,330
|
|
|
(827
|
)
|
||
Projected benefit obligation at end of year
|
|
31,716
|
|
|
30,257
|
|
||
Changes in plan assets:
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
39,144
|
|
|
39,002
|
|
||
Actual return on plan assets
|
|
3,131
|
|
|
1,657
|
|
||
Company contributions
|
|
615
|
|
|
596
|
|
||
Plan participant contributions
|
|
527
|
|
|
509
|
|
||
Benefits paid
|
|
(1,729
|
)
|
|
(1,570
|
)
|
||
Effect of foreign currency translation
|
|
1,740
|
|
|
(1,050
|
)
|
||
Fair value of plan assets at end of year
|
|
43,428
|
|
|
39,144
|
|
||
Funded status at end of year
|
|
$
|
11,712
|
|
|
$
|
8,887
|
|
|
|
As of December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net long-term pension asset
|
|
$
|
11,712
|
|
|
$
|
8,887
|
|
|
|
|
|
|
||||
Accumulated other comprehensive loss consists of the following:
|
|
|
|
|
||||
Net prior service cost
|
|
782
|
|
|
779
|
|
||
Net loss
|
|
1,391
|
|
|
3,113
|
|
||
Accumulated other comprehensive loss before taxes
|
|
$
|
2,173
|
|
|
$
|
3,892
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Components of net periodic pension cost:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
982
|
|
|
$
|
1,171
|
|
|
$
|
958
|
|
Interest cost
|
|
230
|
|
|
246
|
|
|
332
|
|
|||
Expected return on plan assets
|
|
(1,009
|
)
|
|
(1,175
|
)
|
|
(1,551
|
)
|
|||
Prior service cost amortization
|
|
151
|
|
|
150
|
|
|
136
|
|
|||
Deferred loss amortization
|
|
—
|
|
|
243
|
|
|
45
|
|
|||
Settlement cost
|
|
—
|
|
|
—
|
|
|
492
|
|
|||
Net periodic pension cost
|
|
$
|
354
|
|
|
$
|
635
|
|
|
$
|
412
|
|
Other amounts recognized in other comprehensive income (loss) before income taxes are as follows:
|
|
|
|
|
|
|
||||||
Prior service cost amortization
|
|
$
|
(151
|
)
|
|
$
|
(150
|
)
|
|
$
|
(136
|
)
|
(Gain) loss on value of plan assets
|
|
(2,118
|
)
|
|
(476
|
)
|
|
1,131
|
|
|||
Actuarial (gain) loss on benefit obligation
|
|
119
|
|
|
(2,425
|
)
|
|
1,262
|
|
|||
Plan change
|
|
—
|
|
|
—
|
|
|
83
|
|
|||
Settlement
|
|
—
|
|
|
—
|
|
|
(492
|
)
|
|||
Deferred loss amortization
|
|
—
|
|
|
(243
|
)
|
|
(45
|
)
|
|||
Total (income) loss recognized in other comprehensive income, before taxes
|
|
$
|
(2,150
|
)
|
|
$
|
(3,294
|
)
|
|
$
|
1,803
|
|
Total (income) recognized in net periodic pension cost and other comprehensive income, before taxes
|
|
$
|
(1,796
|
)
|
|
$
|
(2,659
|
)
|
|
$
|
2,215
|
|
|
|
Years ended December 31,
|
||||
|
|
2017
|
|
2016
|
||
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
||
Discount rate
|
|
0.75
|
%
|
|
0.75
|
%
|
Rate of compensation increase
|
|
2.00
|
%
|
|
2.00
|
%
|
Measurement date
|
|
11/30/2017
|
|
|
11/30/2016
|
|
Weighted-average assumptions used to determine net periodic pension cost:
|
|
|
|
|
||
Discount rate
|
|
0.75
|
%
|
|
0.75
|
%
|
Expected long-term return on plan assets
|
|
2.50
|
%
|
|
3.00
|
%
|
Rate of compensation increase
|
|
2.00
|
%
|
|
2.50
|
%
|
|
|
|
|
|
||
Percentage of the fair value of total plan assets held in each major category of plan assets:
|
|
|
|
|
||
Equity securities
|
|
33
|
%
|
|
29
|
%
|
Debt securities
|
|
21
|
%
|
|
23
|
%
|
Real estate investment funds
|
|
39
|
%
|
|
43
|
%
|
Other
|
|
7
|
%
|
|
5
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Expected amortization during the year ending December 31, 2018 is as follows (in thousands):
|
|
||
|
|
||
Amortization of net prior service costs
|
$
|
97
|
|
2018
|
$
|
1,349
|
|
2019
|
1,316
|
|
|
2020
|
1,256
|
|
|
2021
|
1,294
|
|
|
2022
|
1,452
|
|
|
Years 2023 through 2027
|
7,094
|
|
|
Total
|
$
|
13,761
|
|
|
|
|
|
Fair Value Measurements at
|
||||||||||||
|
|
|
|
December 31, 2017
|
||||||||||||
|
|
Total
|
|
Active
Market
Prices
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash held in Swiss Franc, Euro and USD
|
|
$
|
1,670
|
|
|
$
|
1,670
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
15,487
|
|
|
14,364
|
|
|
1,123
|
|
|
—
|
|
||||
Fixed income / Bond securities:
|
|
9,235
|
|
|
9,235
|
|
|
—
|
|
|
—
|
|
||||
Other assets (accounts receivable, assets at real estate management company)
|
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Investments measured at net asset value
(1)
|
|
17,007
|
|
|
|
|
|
|
|
|||||||
Net assets of pension plan
|
|
$
|
43,428
|
|
|
$
|
25,269
|
|
|
$
|
1,152
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements at
|
||||||||||||
|
|
|
|
December 31, 2016
|
||||||||||||
|
|
Total
|
|
Active
Market
Prices
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash held in Swiss Franc, Euro and USD
|
|
$
|
705
|
|
|
$
|
705
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
12,534
|
|
|
11,481
|
|
|
1,053
|
|
|
—
|
|
||||
Fixed income / Bond securities:
|
|
8,842
|
|
|
8,842
|
|
|
—
|
|
|
—
|
|
||||
Other assets (accounts receivable, assets at real estate management company)
|
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Investments measured at net asset value
(1)
|
|
17,034
|
|
|
|
|
|
|
|
|||||||
Net assets of pension plan
|
|
$
|
39,144
|
|
|
$
|
21,028
|
|
|
$
|
1,082
|
|
|
$
|
—
|
|
|
|
April 29, 2017 through December 31,
|
||
|
|
2017
|
||
Change in benefit obligation:
|
|
|
||
Benefit obligation on April 28, 2017
|
|
$
|
3,360
|
|
Service cost
|
|
361
|
|
|
Interest cost
|
|
55
|
|
|
Benefits paid
|
|
(212
|
)
|
|
Actuarial loss
|
|
174
|
|
|
Effect of foreign currency translation
|
|
228
|
|
|
Projected benefit obligation at end of year
|
|
3,966
|
|
|
Fair value of plan assets
|
|
24
|
|
|
Unfunded status at end of year
|
|
3,942
|
|
|
|
As of December 31,
|
||
|
|
2017
|
||
Net defined benefit plan liability
|
|
$
|
3,942
|
|
|
|
|
||
Accumulated other comprehensive loss includes the following:
|
|
|
||
Actuarial loss before taxes
|
|
$
|
174
|
|
|
|
May 1, 2017 through December 31,
|
||
|
|
2017
|
||
Components of net periodic defined benefit plan cost:
|
|
|
||
Service cost
|
|
$
|
361
|
|
Interest cost
|
|
55
|
|
|
Net periodic defined benefit plan cost
|
|
$
|
416
|
|
Other amounts recognized in other comprehensive income (loss) before income taxes are as follows:
|
|
|
||
Actuarial loss on benefit obligation
|
|
$
|
174
|
|
Total loss recognized in other comprehensive income, before taxes
|
|
174
|
|
|
Total loss recognized in net periodic defined benefit plan cost and other comprehensive income, before taxes
|
|
$
|
590
|
|
|
|
May 1, 2017 through December 31,
|
|
|
|
2017
|
|
Discount rate
|
|
2.98
|
%
|
Rate of compensation increase
|
|
6.11
|
%
|
2018
|
$
|
332
|
|
2019
|
332
|
|
|
2020
|
370
|
|
|
2021
|
338
|
|
|
2022
|
265
|
|
|
Years 2023 through 2027
|
1,237
|
|
|
Total
|
$
|
2,874
|
|
|
|
Quarter Ended
|
|
|
||||||||||||||||||||
|
|
March 31
|
|
|
|
June 30
|
|
|
|
September 30
|
|
|
|
December 31
|
|
|
||||||||
|
|
(in thousands except per share data)
|
|
|
||||||||||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
26,686
|
|
|
|
|
$
|
37,103
|
|
|
|
|
$
|
35,816
|
|
|
|
|
$
|
30,763
|
|
|
|
Gross profit
|
|
6,191
|
|
|
|
|
7,827
|
|
|
|
|
7,396
|
|
|
|
|
7,381
|
|
|
|
||||
Net income (loss)
|
|
(10,399
|
)
|
|
(a)
|
|
(10,118
|
)
|
|
(b)
|
|
(13,860
|
)
|
|
(c)
|
|
(8,752
|
)
|
|
(d)
|
||||
Basic and diluted net loss per share
|
|
$
|
(0.32
|
)
|
|
|
|
$
|
(0.28
|
)
|
|
|
|
$
|
(0.37
|
)
|
|
|
|
$
|
(0.24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Quarter Ended
|
|
|
||||||||||||||||||||
|
|
March 31
|
|
|
|
June 30
|
|
|
|
September 30
|
|
|
|
December 31
|
|
|
||||||||
|
|
(in thousands except per share data)
|
|
|
||||||||||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
35,203
|
|
|
|
|
$
|
34,135
|
|
|
|
|
$
|
25,506
|
|
|
|
|
$
|
26,400
|
|
|
|
Gross profit
|
|
9,653
|
|
|
|
|
9,981
|
|
|
|
|
7,628
|
|
|
|
|
5,708
|
|
|
|
||||
Net income (loss)
|
|
(6,848
|
)
|
|
(e)
|
|
2,167
|
|
|
(f)
|
|
(6,855
|
)
|
|
(g)
|
|
(12,169
|
)
|
|
(h)
|
||||
Basic and diluted net income (loss) per share
|
|
$
|
(0.22
|
)
|
|
|
|
$
|
0.07
|
|
|
|
|
$
|
(0.21
|
)
|
|
|
|
$
|
(0.38
|
)
|
|
|
(a)
|
Includes restructuring and exit costs of
$1.0 million
and non-cash expense for stock-based compensation of
$1.5 million
.
|
(b)
|
Includes acquisition related expense of
$1.8 million
and non-cash expense for stock-based compensation of
$2.3 million
.
|
(c)
|
Includes restructuring and exit costs of
$1.3 million
, SEC and FCPA legal and settlement costs of
$3.0 million
and non-cash expense for stock-based compensation of
$2.8 million
.
|
(d)
|
Includes non-cash expense for stock-based compensation of
$2.5 million
.
|
(e)
|
Includes non-cash expense for stock-based compensation of
$1.2 million
.
|
(f)
|
Includes gain on sale of product line of
$6.7 million
, release of tax liability of
$1.5 million
and non-cash expense for stock-based compensation of
$1.5 million
.
|
(g)
|
Includes non-cash expense for stock-based compensation of
$1.1 million
.
|
(h)
|
Includes impairment of assets of $
1.2 million
, non-cash deferred tax expense of
$1.2 million
in connection with the probable repatriation of a portion of the unremitted earnings of a foreign subsidiary and non-cash expense for stock-based compensation of
$1.6 million
.
|
|
|
Balance at the
Beginning of
the Year ($)
|
|
Charged to
Expense ($)
|
|
Acquisitions/
Transfers
and
Other ($)
|
|
Write-offs
Net of
Recoveries ($)
|
|
Balance at
the End of
the Year ($)
|
|||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2015
|
|
143
|
|
|
304
|
|
|
1
|
|
|
(196
|
)
|
|
252
|
|
December 31, 2016
|
|
252
|
|
|
(106
|
)
|
|
—
|
|
|
(120
|
)
|
|
26
|
|
December 31, 2017
|
|
26
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
36
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(a)
|
Documents filed as part of this report.
|
1.
|
Financial Statements
. The consolidated financial statements required by this item are submitted in a separate section beginning on page 58 of this Annual Report on Form 10-K.
|
2.
|
Financial Statement Schedules
. The financial statement schedule entitled “Valuation and Qualifying Accounts” required by this item is submitted in a separate section beginning on page 97 of this Annual Report on Form 10-K.
|
3.
|
Exhibits
.
|
Exhibit
Number
|
Exhibit Title
|
Filed
Herewith
|
Form
|
File No.
|
Date Filed
|
3.1
|
X
|
|
|
|
|
3.2
|
|
8-K
|
001-15477
|
01/05/16
|
|
4.1
|
|
8-K
|
001-15477
|
09/26/17
|
|
4.2
|
|
8-K
|
001-15477
|
09/26/17
|
|
10.1*
|
|
10-K
|
001-15477
|
03/30/04
|
|
10.2*
|
|
8-K
|
001-15477
|
05/10/10
|
|
10.3*
|
|
10-Q
|
001-15477
|
08/10/09
|
|
10.4*
|
|
10-K
|
001-15477
|
03/10/11
|
|
10.5*
|
|
10-K
|
001-15477
|
03/10/11
|
|
10.6*
|
|
DEF14A
|
001-15477
|
06/02/17
|
|
10.7*
|
|
DEF14A
|
001-15477
|
06/02/17
|
|
10.8*
|
|
8-K
|
001-15477
|
03/17/15
|
|
10.9*
|
|
8-K/A
|
001-15477
|
03/23/15
|
|
10.10*
|
|
8-K
|
001-15477
|
03/17/15
|
|
10.11*
|
|
8-K
|
001-15477
|
01/19/16
|
|
10.12*
|
|
8-K
|
001-15477
|
01/19/16
|
|
10.13*
|
|
8-K
|
001-15477
|
01/19/16
|
|
10.14*
|
|
8-K
|
001-15477
|
05/11/15
|
|
10.15*
|
|
8-K
|
001-15477
|
05/11/15
|
|
10.16*
|
|
8-K
|
001-15477
|
01/19/16
|
|
10.17*
|
|
8-K
|
001-15477
|
05/01/14
|
|
10.18*
|
|
8-K
|
001-15477
|
01/19/16
|
|
10.19
|
|
8-K
|
001-15477
|
07/07/15
|
|
10.20
|
|
8-K
|
001-15477
|
03/14/16
|
Exhibit
Number
|
Exhibit Title
|
Filed
Herewith
|
Form
|
File No.
|
Date Filed
|
10.21
|
|
8-K
|
001-15477
|
04/12/16
|
|
10.22
|
|
8-K
|
001-15477
|
04/12/16
|
|
10.23
|
|
10-Q
|
001-15477
|
08/03/16
|
|
10.24
|
|
10-Q
|
001-15477
|
11/02/16
|
|
10.25†
|
|
10-K
|
001-15477
|
03/01/17
|
|
10.26
|
|
10-K
|
001-15477
|
03/01/17
|
|
10.27
|
|
8-K
|
001-15477
|
02/28/17
|
|
10.28
|
|
8-K
|
001-15477
|
02/28/17
|
|
10.29
|
|
8-K
|
001-15477
|
02/28/17
|
|
10.30
|
|
10-Q
|
001-15477
|
05/10/17
|
|
10.31
|
|
8-K
|
001-15477
|
04/10/17
|
|
10.32
|
|
8-K
|
001-15477
|
04/10/17
|
|
10.33
|
|
8-K
|
001-15477
|
04/10/17
|
|
10.34
|
|
8-K
|
001-15477
|
04/10/17
|
|
10.35
|
|
10-Q
|
001-15477
|
05/10/17
|
|
10.36
|
|
10-Q
|
001-15477
|
05/10/17
|
|
10.37
|
|
8-K
|
001-15477
|
09/19/17
|
|
10.38
|
|
8-K
|
001-15477
|
09/21/17
|
|
10.39
|
|
8-K
|
001-15477
|
09/26/17
|
|
21.1
|
X
|
|
|
|
|
23.1
|
X
|
|
|
|
|
31.1
|
X
|
|
|
|
|
31.2
|
X
|
|
|
|
|
32.1
|
X
|
|
|
|
|
32.2
|
X
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
X
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
X
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
X
|
|
|
|
Exhibit
Number
|
Exhibit Title
|
Filed
Herewith
|
Form
|
File No.
|
Date Filed
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
X
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
X
|
|
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase
|
X
|
|
|
|
*
|
Management contract or compensatory plan or arrangement of the company required to be filed as an exhibit.
|
†
|
This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
|
(b)
|
See the exhibits required by this item under Item 15(a)(3) above.
|
(c)
|
See the financial statement schedule required by this item under Item 15(a)(2) above.
|
|
M
AXWELL
T
ECHNOLOGIES
, I
NC
.
|
||
|
|
|
|
|
By:
|
|
/
S
/ FRANZ FINK
|
|
|
|
Franz Fink
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ F
RANZ
F
INK
|
|
President, Chief Executive Officer and Director
|
|
February 16, 2018
|
Franz Fink
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ D
AVID
L
YLE
|
|
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
|
|
February 16, 2018
|
David Lyle
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ R
ICK
B
ERGMAN
|
|
Director
|
|
February 16, 2018
|
Rick Bergman
|
|
|
|
|
|
|
|
|
|
/s/ S
TEVEN
B
ILODEAU
|
|
Director
|
|
February 16, 2018
|
Steven Bilodeau
|
|
|
|
|
|
|
|
|
|
/s/ J
ÖRG
B
UCHHEIM
|
|
Director
|
|
February 16, 2018
|
Jörg Buchheim
|
|
|
|
|
|
|
|
|
|
/s/ B
URKHARD
G
OESCHEL
|
|
Director
|
|
February 16, 2018
|
Burkhard Goeschel
|
|
|
|
|
|
|
|
|
|
/s/ I
LYA
G
OLUBOVICH
|
|
Director
|
|
February 16, 2018
|
Ilya Golubovich
|
|
|
|
|
|
|
|
|
|
/s/ J
OHN
M
UTCH
|
|
Director
|
|
February 16, 2018
|
John Mutch
|
|
|
|
|
|
|
|
ENTITY
|
|
STATE/COUNTRY OF INCORPORATION
|
Maxwell Technologies SA
|
|
Switzerland
|
Nesscap Korea Co., Ltd
|
|
Korea
|
Maxwell Technologies Systems Division, Inc.
|
|
California
|
I-Bus/Phoenix, Inc.
|
|
California
|
MML Acquisition, Inc.
|
|
Delaware
|
Maxwell Holding GmbH (formerly I-Bus/Phoenix, GmbH)
|
|
Germany
|
Maxwell Technologies GmbH
|
|
Germany
|
Nesscap Energy GmbH
|
|
Germany
|
Maxwell Technologies Hong Kong Ltd
|
|
Hong Kong
|
Maxwell Technologies Shanghai Trading Co., Ltd
|
|
PRC, Shanghai, Pudong
|
Maxwell Technologies Shenzhen Trading Co., Ltd
|
|
PRC, Shenzhen, Longgang
|
February 16, 2018
|
|
/
S
/ FRANZ FINK
|
|
|
Franz Fink
President and Chief Executive Officer
(Principal Executive Officer)
|
February 16, 2018
|
|
/
S
/ DAVID LYLE
|
|
|
David Lyle
Senior Vice President, Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer)
|
February 16, 2018
|
|
/
S
/ FRANZ FINK
|
|
|
Franz Fink
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
February 16, 2018
|
|
/
S
/ DAVID LYLE
|
|
|
David Lyle
|
|
|
Senior Vice President, Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer)
|