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|
|
|
Delaware
|
|
001-15477
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|
95-2390133
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(State or Other Jurisdiction
of Incorporation)
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|
(Commission File Number)
|
|
(I.R.S. Employer
Identification Number)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
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o
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|
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
o
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(d)
|
Exhibits
|
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MAXWELL TECHNOLOGIES, INC.
|
||
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By:
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/s/ David Lyle
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David Lyle
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|
|
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Senior Vice President, Chief Financial Officer, Treasurer and Secretary
|
Total Leverage Ratio
|
Prime Rate Margin
|
LIBOR Rate Margin
|
||
> 3.00:1.00
|
0.50
|
%
|
3.25
|
%
|
> 1.50:1.00 to
<
3.00:1.00
|
0.25
|
%
|
3.00
|
%
|
<
1.50:1.00
|
0.00
|
%
|
2.75
|
%
|
Total Leverage Ratio
|
Unused Facility Fee
|
|
> 3.00:1.00
|
0.50
|
%
|
> 1.50:1.00 to
<
3.00:1.00
|
0.40
|
%
|
<
1.50:1.00
|
0.30
|
%
|
Fiscal Quarter Ending
|
Minimum EBITDA
|
March 31, 2018
|
($7,000,000)
|
June 30, 2018
|
($10,000,000)
|
September 30, 2018
|
($6,000,000)
|
December 31, 2018
|
($5,000,000)
|
March 31, 2019
|
($2,000,000)
|
June 30, 2019
|
$1,000,000
|
September 30, 2019, and each Fiscal Quarter thereafter
|
$3,000,000
|
|
|
MAXWELL TECHNOLOGIES, INC.
|
|
|
|
|
|
By:
/s/ David Lyle_______
|
|
|
Name: __
David Lyle_____
|
|
|
Title:
CFO_____________
|
|
|
|
|
|
EAST WEST BANK
|
|
|
|
|
|
By:
/s/ Chris Hetterly_______
|
|
|
Name:
_ Chris Hetterly_
_____________________
|
|
|
Title:
Managing Director_______
|
|
MAXWELL TECHNOLOGIES SA
|
|
|
|
|
|
By:
/s/ Emily Lough__________
|
|
Name:___
Emily Lough
______________________
|
|
Title:
Director_________
|
(a)
|
Accounts that the Account Debtor has failed to pay in full within ninety (90) days of invoice date;
|
(b)
|
Credit balances over ninety (90) days;
|
(c)
|
Accounts with respect to an Account Debtor, fifty percent (50%) or more of whose Accounts the Account Debtor has failed to pay within ninety (90) days of invoice date;
|
(d)
|
Accounts with respect to an Account Debtor, including its Affiliates, whose total obligations to Borrower and the Swiss Subsidiary exceed thirty-five percent (35%) of the aggregate Accounts of Borrower and the Swiss Subsidiary, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank;
|
(e)
|
Accounts with respect to which the Account Debtor does not have its principal place of business in the United States, except for Eligible Foreign Accounts;
|
(f)
|
Accounts with respect to which the Account Debtor is the United States or any department, agency, or instrumentality of the United States, except for Accounts of the United States if the payee has assigned its payment rights to Bank and the assignment has been acknowledged under the Assignment of Claims Act of 1940 (31 U.S.C. 3727);
|
(g)
|
Accounts with respect to which Borrower or the Swiss Subsidiary is liable to the Account Debtor for goods sold or services rendered by the Account Debtor to Borrower or the Swiss Subsidiary, as applicable, but only to the extent of any amounts owing to the Account Debtor against amounts owed to Borrower or the Swiss Subsidiary, as applicable;
|
(h)
|
Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, demo or promotional, or other terms by reason of which the payment by the Account Debtor may be conditional;
|
(i)
|
Accounts with respect to which the Account Debtor is an officer, employee, agent or Affiliate of Borrower or the Swiss Subsidiary;
|
(j)
|
Accounts that have not yet been billed to the Account Debtor or that relate to deposits (such as good faith deposits) or other property of the Account Debtor held by Borrower or the Swiss Subsidiary for the performance of services or delivery of goods which Borrower or the Swiss Subsidiary, as applicable, has not yet performed or delivered;
|
(k)
|
Accounts with respect to which the Account Debtor disputes liability or makes any claim with respect thereto as to which Bank believes, in its good faith credit judgment, that there may be a basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business;
|
(l)
|
Accounts the collection of which Bank reasonably determines after inquiry and consultation with Borrower to be doubtful; and
|
(m)
|
Retentions and hold-backs.
|
(a)
|
Accounts that the Account Debtor has failed to pay in full within ninety (90) days of invoice date;
|
(b)
|
Credit balances over ninety (90) days;
|
(c)
|
Accounts with respect to an Account Debtor, fifty percent (50%) or more of whose Accounts the Account Debtor has failed to pay within ninety (90) days of invoice date;
|
(d)
|
Accounts with respect to an Account Debtor, including its Affiliates, whose total obligations to Borrower and the Swiss Subsidiary exceed thirty-five percent (35%) of the aggregate Accounts of Borrower and the Swiss Subsidiary, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank;
|
(e)
|
Accounts with respect to which Borrower or the Swiss Subsidiary is liable to the Account Debtor for goods sold or services rendered by the Account Debtor to Borrower or the Swiss Subsidiary, as applicable, but only to the extent of any amounts owing to the Account Debtor against amounts owed to Borrower or the Swiss Subsidiary, as applicable;
|
(f)
|
Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, demo or promotional, or other terms by reason of which the payment by the Account Debtor may be conditional;
|
(g)
|
Accounts with respect to which the Account Debtor is an officer, employee, agent or Affiliate of Borrower or the Swiss Subsidiary;
|
(h)
|
Accounts that have not yet been billed to the Account Debtor or that relate to deposits (such as good faith deposits) or other property of the Account Debtor held by Borrower or the Swiss Subsidiary for the performance of services or delivery of goods which Borrower or the Swiss Subsidiary, as applicable, has not yet performed or delivered;
|
(i)
|
Accounts with respect to which the Account Debtor disputes liability or makes any claim with respect thereto as to which Bank believes, in its good faith credit judgment, that there may be a basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business;
|
(j)
|
Accounts the collection of which Bank reasonably determines after inquiry and consultation with Borrower to be doubtful; and
|
(k)
|
Retentions and hold-backs.
|
(a)
|
Copyrights, Trademarks and Patents;
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(b)
|
All trade secrets, and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;
|
(c)
|
All design rights which may be available to Borrower now or hereafter existing, created, acquired or held;
|
(d)
|
All claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;
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(e)
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All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights;
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(f)
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All amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; and
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(g)
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All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.
|
(a)
|
Indebtedness of Borrower in favor of Bank arising under this Agreement or any other Loan Document;
|
(b)
|
Indebtedness existing on the Effective Date and disclosed in the Schedule;
|
(c)
|
Indebtedness not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any Fiscal Year secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness;
|
(d)
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Subordinated Debt;
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(e)
|
Indebtedness with respect to surety bonds and similar obligations;
|
(f)
|
Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;
|
(g)
|
Indebtedness to trade creditors incurred in the ordinary course of business;
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(h)
|
Indebtedness in an aggregate principal amount of up to Sixty-Five Million Dollars ($65,000,000) evidenced by the Convertible Senior Notes issued by Borrower pursuant to the Indenture, dated September 2017; and
|
(i)
|
Extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not increased.
|
(a)
|
Investments in Borrower’s Subsidiaries as of the Effective Date and the other Investments existing on the Effective Date as disclosed in the Schedule;
|
(b)
|
(i) Marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than one (1) year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (iii) Bank’s certificates of deposit maturing no more than one (1) year from the date of investment therein, (iv) Bank’s money market accounts, and (v) Cash;
|
(c)
|
Repurchases of stock from former employees or directors of Borrower under the terms of applicable repurchase agreements (i) in an aggregate amount not to exceed One Hundred Thousand Dollars ($100,000) in any Fiscal Year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases, or (ii) in any amount where the consideration for the repurchase is the cancellation of indebtedness owed by such former employees to Borrower regardless of whether an Event of Default exists;
|
(d)
|
Investments accepted in connection with Permitted Transfers;
|
(e)
|
Investments of Subsidiaries in other Subsidiaries or Borrower;
|
(f)
|
Investments by Borrower in Subsidiaries not to exceed (i) with respect to the Swiss Subsidiary, Five Million Dollars ($5,000,000) in the aggregate in any Fiscal Year and (ii) with respect to all other Subsidiaries, not more than One Million Dollars ($1,000,000) in the aggregate in any Fiscal Year;
|
(g)
|
Investments not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any Fiscal Year consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plan agreements approved by Borrower’s Board of Directors;
|
(h)
|
Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business;
|
(i)
|
Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business, provided that this subparagraph (h) shall not apply to Investments of Borrower in any Subsidiary;
|
(j)
|
Investments constituting Permitted Acquisitions; and
|
(k)
|
Joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrower do not exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any Fiscal Year.
|
(a)
|
Any Liens existing on the Effective Date and disclosed in the Schedule (excluding Liens to be satisfied with the proceeds of the Advances) or arising under this Agreement or the other Loan Documents;
|
(b)
|
Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings and for which Borrower maintains adequate reserves, provided the same have no priority over any of Bank’s security interests;
|
(c)
|
Liens (i) upon or in any Equipment acquired or held by Borrower or any of its Subsidiaries to secure the purchase price of such Equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such Equipment, or (ii) existing on such Equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such Equipment, provided that the aggregate dollar amount of the Indebtedness secured by such Liens does not exceed the dollar amount specified in clause (c) of the definition of Permitted Indebtedness;
|
(d)
|
Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money;
|
(e)
|
Liens on amounts deposited to secure Borrower's and its Subsidiaries' obligations in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money;
|
(f)
|
Liens arising from precautionary Code financing statements (or equivalent filings or registrations in foreign jurisdictions) filed under any lease permitted by this Agreement;
|
(g)
|
Liens in connection with any Subordinated Debt permitted pursuant to the terms of this Agreement;
|
(h)
|
Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations secured thereby does not exceed Fifty Thousand Dollars ($50,000);
|
(i)
|
Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.5 or Section 8.9;
|
(j)
|
Liens in favor of other financial institutions arising in connection with Borrower’s deposit accounts held at such institutions to secured standard fees for deposit services charged by, but not financing made available by such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit accounts; and
|
(k)
|
Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (j) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase;
|
(a)
|
Inventory in the ordinary course of business;
|
(b)
|
Non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business;
|
(c)
|
Worn-out or obsolete Equipment;
|
(d)
|
Permitted Dispositions;
|
(e)
|
Cash in a manner that is not prohibited by the terms of the Loan Documents;
|
(f)
|
Permitted Liens; and
|
(g)
|
Assets due to their involuntary loss, damage or destruction.
|
(a)
|
all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles (including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records;
|
(b)
|
all common law and statutory copyrights and copyright registrations, applications for registration, now existing or hereafter arising, in the United States of America or in any foreign jurisdiction, obtained or to be obtained on or in connection with any of the foregoing, or any parts thereof or any underlying or component elements of any of the foregoing, together with the right to copyright and all rights to renew or extend such copyrights and the right (but not the obligation) of Secured Party to sue in its own name and/or in the name of the Debtor for past, present and future infringements of copyright;
|
(c)
|
all trademarks, service marks, trade names and service names and the goodwill associated therewith, together with the right to trademark and all rights to renew or extend such trademarks and the right (but not the obligation) of Secured Party to sue in its own name and/or in the name of the Debtor for past, present and future infringements of trademark;
|
(d)
|
all (i) patents and patent applications filed in the United States Patent and Trademark Office or any similar office of any foreign jurisdiction, and interests under patent license agreements, including, without limitation, the inventions and improvements described and claimed therein, (ii) licenses pertaining to any patent whether Debtor is licensor or licensee, (iii) income, royalties, damages, payments, accounts and accounts receivable now or hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (iv) right (but not the obligation) to sue in the name of Debtor and/or in the name of Secured Party for past, present and future infringements thereof, (v) rights corresponding thereto throughout the world in all jurisdictions in which such patents have been issued or applied for, and (vi) reissues, divisions, continuations, renewals, extensions and continuations-in-part with respect to any of the foregoing; and
|
(e)
|
all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment.
|
REQUESTED TRANSACTION TYPE
|
REQUESTED DOLLAR AMOUNT
|
For Bank Use Only
|
||
|
|
|
||
PRINCIPAL INCREASE* (ADVANCE)
|
$__________________________________
|
Date Rec'd:
|
||
PRINCIPAL PAYMENT (ONLY)
|
$__________________________________
|
Time:
|
||
|
|
Comp. Status:
|
YES
|
NO
|
OTHER INSTRUCTIONS:
|
|
Status Date:
|
||
|
|
Time:
|
||
|
|
Approval:
|
||
|
|
|||
|
|
*IS THERE A WIRE REQUEST TIED TO THIS LOAN ADVANCE? (PLEASE CIRCLE ONE)
|
YES
|
NO
|
||
If YES, the Outgoing Wire Transfer Instructions must be completed below.
|
||||
OUTGOING WIRE TRANSFER INSTRUCTIONS
|
Fed Reference Number
|
Bank Transfer Number
|
||
The items marked with an asterisk (*) are required to be completed.
|
||||
*Beneficiary Name
|
|
|||
*Beneficiary Account Number
|
|
|||
*Beneficiary Address
|
|
|||
Currency Type
|
US DOLLARS ONLY
|
|||
*ABA Routing Number (9 Digits)
|
|
|||
*Receiving Institution Name
|
|
|||
*Receiving Institution Address
|
|
|||
*Wire Amount
|
$
|
Please send all Required Reporting to:
|
Chris Hetterly
|
FROM:
|
MAXWELL TECHNOLOGIES, INC.
|
FINANCIAL COVENANTS
|
REQUIRED
|
ACTUAL
|
COMPLIES
|
|
|
|
|
Minimum Liquidity (tested daily)
|
$15,000,000
|
$__________
|
Yes
|
No
|
|
N/A
|
|
2 Quarter Minimum EBITDA (tested quarterly)
|
$___________
|
$__________
|
Yes
|
No
|
|
N/A
|
|
|
|
|
|
|
|
|
|
BORROWER:
|
|
|
|
|
|
MAXWELL TECHNOLOGIES, INC.
|
|
|
|
|
|
|
|
|
By
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
|
|
|
BANK
|
|
|
|
|
|
EAST WEST BANK
|
|
|
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
[
Signature Page to Disbursement Letter
]
|
|
|
Name: MAXWELL TECHNOLOGIES, INC. Date: [DATE]
|
|
|
|
$
|
credited to deposit account No. ___________ when Advances are requested or disbursed to Borrower by cashier’s check or wire transfer
|
|
|
Amounts paid to others on your behalf:
|
|
$
|
to East West Bank for Loan Fee
|
$
|
to East West Bank for Document Fee
|
$
|
to East West Bank for accounts receivable audit (estimate)
|
$
|
to Bank counsel fees and expenses
|
$
|
to _______________
|
$
|
to _______________
|
$
|
TOTAL (AMOUNT FINANCED)
|
|
|
|
|
|
|
|
|
Signature
|
|
Signature
|
|
|
|
(a)
|
all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles (including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records;
|
(b)
|
all common law and statutory copyrights and copyright registrations, applications for registration, now existing or hereafter arising, in the United States of America or in any foreign jurisdiction, obtained or to be obtained on or in connection with any of the foregoing, or any parts thereof or any underlying or component elements of any of the foregoing, together with the right to copyright and all rights to renew or extend such copyrights and the right (but not the obligation) of Secured Party to sue in its own name and/or in the name of the Debtor for past, present and future infringements of copyright;
|
(c)
|
all trademarks, service marks, trade names and service names and the goodwill associated therewith, together with the right to trademark and all rights to renew or extend such trademarks and the right (but not the obligation) of Secured Party to sue in its own name and/or in the name of the Debtor for past, present and future infringements of trademark;
|
(d)
|
all (i) patents and patent applications filed in the United States Patent and Trademark Office or any similar office of any foreign jurisdiction, and interests under patent license agreements, including, without limitation, the inventions and improvements described and claimed therein, (ii) licenses pertaining to any patent whether Debtor is licensor or licensee, (iii) income, royalties, damages, payments, accounts and accounts receivable now or hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (iv) right (but not the obligation) to sue in the name of Debtor and/or in the name of Secured Party for past, present and future infringements thereof, (v) rights corresponding thereto throughout the world in all jurisdictions in which such patents have been issued or applied for, and (vi) reissues, divisions, continuations, renewals, extensions and continuations-in-part with respect to any of the foregoing; and
|
(e)
|
all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment.
|
|
|
FOR IMMEDIATE RELEASE
Investor Contact:
Kimberly Tom, CFA
(858) 503-3368
ir@maxwell.com
|
•
|
Today Maxwell announced a technology partnership with Zhejiang Geely Holding Group ("Geely"), the parent company of leading brands such as Volvo and Geely Auto. The collaboration kicks off with the inclusion of Maxwell’s ultracapacitor-based peak power subsystem in five mild-hybrid and plug-in hybrid vehicles which will initially be available in North America and Europe. The production ramp for these vehicles is slated to begin in late 2019 and marks the most significant milestone in Maxwell’s automotive market history.
|
•
|
Today Maxwell renewed a $25 million revolving credit facility with its banking partner, East West
Bank, for a 3-year term, providing Maxwell with further financial flexibility to operate its business and execute on strategic investments.
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
2
of
16
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
3
of
16
|
|
|
Three Months Ended
|
||||||||||
|
|
March 31,
2018 |
|
December 31,
2017 (2)
|
|
March 31,
2017 (2)
|
||||||
Total revenue
|
|
$
|
28,416
|
|
|
$
|
30,763
|
|
|
$
|
26,686
|
|
Energy Storage revenue
|
|
$
|
23,002
|
|
|
$
|
20,832
|
|
|
$
|
14,234
|
|
High-Voltage revenue
|
|
$
|
5,414
|
|
|
$
|
9,931
|
|
|
$
|
12,452
|
|
Gross margin
(2)
|
|
20.0
|
%
|
|
23.8
|
%
|
|
22.9
|
%
|
|||
Non-GAAP gross margin
(2)
|
|
21.5
|
%
|
|
25.4
|
%
|
|
23.6
|
%
|
|||
Loss from operations
(2)
|
|
$
|
(9,366
|
)
|
|
$
|
(7,065
|
)
|
|
$
|
(9,187
|
)
|
Non-GAAP loss from operations
(2)
|
|
$
|
(6,419
|
)
|
|
$
|
(4,057
|
)
|
|
$
|
(6,197
|
)
|
Interest expense, net
|
|
$
|
993
|
|
|
$
|
1,043
|
|
|
$
|
63
|
|
Non-GAAP interest expense, net
|
|
$
|
554
|
|
|
$
|
623
|
|
|
$
|
63
|
|
Net loss
|
|
$
|
(9,205
|
)
|
|
$
|
(8,752
|
)
|
|
$
|
(10,399
|
)
|
Net loss per share
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
$
|
(0.25
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.32
|
)
|
Adjusted EBITDA
|
|
$
|
(4,205
|
)
|
|
$
|
(1,790
|
)
|
|
$
|
(3,894
|
)
|
Non-GAAP net loss
|
|
$
|
(5,819
|
)
|
|
$
|
(5,324
|
)
|
|
$
|
(7,409
|
)
|
Non-GAAP net loss per share
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
$
|
(0.16
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.23
|
)
|
Net cash used in operating activities
|
|
$
|
(11,211
|
)
|
|
$
|
(6,230
|
)
|
|
$
|
(3,825
|
)
|
Cash purchases of property and equipment
|
|
$
|
3,918
|
|
|
$
|
2,502
|
|
|
$
|
945
|
|
Cash, cash equivalents and restricted cash
|
|
$
|
40,103
|
|
|
$
|
50,122
|
|
|
$
|
20,894
|
|
|
|
|
|
|
|
|
||||||
(1)
For a reconciliation of non-GAAP financial measures, please refer to the section entitled “Reconciliation of GAAP to Non-GAAP Financial Measures” included at the end of this release.
|
||||||||||||
(2)
Historical amounts have been reclassified for the three months ended December 31, 2017 and March 31, 2017 in accordance with our adoption of ASU 2017-07 on January 1, 2018 which requires the non-service cost components of income and expense related to our defined benefit plans to be presented in the statement of operations separately from the service cost component and outside the subtotal of loss from operations.
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
4
of
16
|
•
|
Total revenue for the
first
quarter of
2018
was
$28.4 million
, compared with
$30.8 million
for the
fourth
quarter of 2017, driven by a decrease in high voltage revenue partially offset by higher energy storage revenue. Energy storage revenue for the
first
quarter of
2018
was
$23.0 million
, compared with
$20.8 million
for the
fourth
quarter of 2017, related to higher revenue in the grid, non-China bus and rail markets, offset by lower revenue in the seasonally soft wind market. High-voltage capacitor revenue was
$5.4 million
for the
first
quarter of
2018
, compared with
$9.9 million
for the
fourth
quarter of 2017; the shortfall is attributable to delays in the processing of Chinese tenders for infrastructure projects as well as delays in infrastructure investment by utilities caused by uncertainty from revisions to taxes and incentives introduced by U.S. tax reform and from potential increased tariffs on steel.
|
•
|
Gross margin for the
first
quarter of
2018
was
20.0%
compared with
23.8%
in the
fourth
quarter of 2017, driven primarily by decreased high-voltage capacitor product sales, which generally have higher gross margins than the corporate average.
|
•
|
Non-GAAP gross margin for the
first
quarter of
2018
was
21.5%
compared with
25.4%
in the
fourth
quarter of 2017 and excludes acquisition related intangibles amortization and stock-based compensation expense.
|
•
|
Operating expense for the
first
quarter of
2018
was
$15.0 million
, compared with
$14.4 million
for the
fourth
quarter of 2017. The quarter-over-quarter increase was driven primarily by higher payroll related expense, including the annual FICA tax reset, annual merit increases and higher vacation accrual, as well as lower expense reimbursement from funded R&D programs.
|
•
|
Non-GAAP operating expense for the
first
quarter of
2018
was
$12.5 million
compared with
$11.9 million
for the
fourth
quarter of 2017 and excludes stock-based compensation, amortization of intangibles and other non-recurring legal costs, offset by a credit for restructuring charges due to a change in estimate.
|
•
|
Net interest expense was approximately
$1.0 million
for both the
first
quarter of
2018
and the
fourth
quarter of 2017, which includes coupon interest and non-cash interest from amortization of debt issuance costs and discounts on convertible notes issued in 2017.
|
•
|
Non-GAAP interest expense was approximately
$0.6 million
for both the
first
quarter of
2018
and the
fourth
quarter of 2017, and excludes the non-cash interest mentioned above.
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
5
of
16
|
•
|
Net loss for the
first
quarter of
2018
was
$9.2 million
, or
$(0.25)
per share, compared with a net loss of
$8.8 million
, or
$(0.24)
per share, for the
fourth
quarter of 2017.
|
•
|
Non-GAAP net loss for the
first
quarter of
2018
was
$5.8 million
compared with a non-GAAP net loss of
$5.3 million
for the
fourth
quarter of 2017.
|
•
|
Adjusted EBITDA for the
first
quarter of
2018
was
$(4.2) million
, compared with
$(1.8) million
for the
fourth
quarter of 2017.
|
•
|
Capital expenditures during the
first
quarter of
2018
were
$3.9 million
, compared with
$2.5 million
for the
fourth
quarter of 2017. Capital expenditures in the
first
quarter were primarily related to the Switzerland manufacturing facility expansion and equipment upgrades, the Korea manufacturing facility expansion, ultracapacitor and lithium-ion capacitor production equipment and IT infrastructure upgrades.
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
6
of
16
|
•
|
Total revenue is expected to be in the range of $28 million to $33 million.
|
•
|
Gross margin is expected to be 20.1%, plus or minus 150 basis points.
|
•
|
Non-GAAP gross margin is expected to be 21.5%, plus or minus 150 basis points.
|
•
|
GAAP operating expense is expected to be in the range of $15.1 million to $15.5 million.
|
•
|
Non-GAAP operating expense is expected to be in the range of $12.6 million to $13.0 million.
|
|
Projected at Midpoint of Guidance
|
|
Projected at Midpoint of Guidance
|
||||||||
|
Three Months Ended
|
|
Three Months Ended
|
||||||||
|
|
June 30, 2018
|
|
|
|
June 30, 2018
|
|
||||
Gross Margin Reconciliation:
|
|
|
|
Total Operating Expenses Reconciliation:
|
|
|
|
||||
GAAP gross margin
|
|
20.1
|
%
|
|
GAAP total operating expenses
|
|
$
|
15.3
|
|
|
|
Stock-based compensation expense
|
|
1.1
|
%
|
|
Stock-based compensation expense
|
|
(2.3
|
)
|
|
||
Amortization of intangible assets
(1)
|
|
0.3
|
%
|
|
Amortization of intangible assets
(1)
|
|
(0.2
|
)
|
|
||
Non-GAAP gross margin
|
|
21.5
|
%
|
|
Non-GAAP total operating expenses
|
|
$
|
12.8
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Loss Reconciliation:
|
|
|
|
Adjusted EBITDA Reconciliation:
|
|
|
|
||||
GAAP net loss
|
|
$
|
(10.4
|
)
|
|
GAAP net loss
|
|
$
|
(10.4
|
)
|
|
Stock-based compensation expense
|
|
2.7
|
|
|
Non-cash interest expense
|
|
0.4
|
|
|
||
Non-cash interest expense
|
|
0.4
|
|
|
Interest, taxes, depreciation, amortization
|
|
3.5
|
|
|
||
Amortization of intangible assets
(1)
|
|
0.3
|
|
|
EBITDA
|
|
(6.5
|
)
|
|
||
Non-GAAP net loss
|
|
$
|
(7.0
|
)
|
|
Stock-based compensation expense
|
|
2.7
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
(3.8
|
)
|
|
||
Net Loss per Share Reconciliation:
|
|
|
|
|
|
|
|
||||
GAAP net loss per diluted share
|
|
$
|
(0.27
|
)
|
|
|
|
|
|
||
Expenses excluded from GAAP
|
|
0.09
|
|
|
|
|
|
|
|||
Non-GAAP net loss per diluted share
|
|
$
|
(0.18
|
)
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
7
of
16
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
8
of
16
|
•
|
Non-GAAP gross margin and non-GAAP gross profit exclude the effect of stock-based compensation, amortization of intangible assets and acquisition related expense.
|
•
|
Non-GAAP operating expense excludes the effect of stock-based compensation, amortization of intangible assets, restructuring and related costs, strategic equity transaction costs, acquisition related expense, shareholder advisement and settlement costs and SEC and FCPA legal and settlement costs.
|
•
|
Non-GAAP loss from operations excludes the effect of stock-based compensation, amortization of intangible assets, restructuring and related costs, strategic equity transaction costs, acquisition related expense, shareholder advisement and settlement costs and SEC and FCPA legal and settlement costs.
|
•
|
Adjusted EBITDA excludes the effect of foreign currency exchange loss, other income, stock-based compensation, restructuring and related costs, strategic equity transaction costs, acquisition related expense, shareholder advisement and settlement costs and SEC and FCPA legal and settlement costs.
|
•
|
Non-GAAP net loss and non-GAAP net loss per share exclude the effect of stock-based compensation, amortization of intangible assets, non-cash interest expense, restructuring and related costs, strategic equity transaction costs, acquisition related expense, shareholder advisement and settlement costs and SEC and FCPA legal and settlement costs.
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
9
of
16
|
•
|
Stock-based compensation expense consisting of non-cash charges for stock options, restricted stock awards, restricted stock units, employee stock purchase plan awards and bonuses and director's fees expected to be settled with the Company's fully vested common stock.
|
•
|
Amortization of intangibles consisting of non-cash amortization of purchased intangibles acquired in connection with the Company's acquisition of the assets, including the operating subsidiaries, of Nesscap Energy, Inc.
|
•
|
Non-cash interest expense consisting of amortization of convertible debt discounts and amortization of convertible debt transaction costs.
|
•
|
Restructuring and related costs including restructuring and exit costs incurred in connection with the Company's restructuring plans.
|
•
|
Strategic equity transaction costs consisting of expenses incurred in connection with the Company's strategic equity investment agreement with China's SDIC Fund which was terminated in the third quarter of 2017.
|
•
|
Acquisition related expense consisting of costs incurred in connection with the Company's acquisition of the assets, including the operating subsidiaries, of Nesscap Energy, Inc. which include transaction and integration expenses as well as the fair value adjustment for acquired inventory recorded in cost of revenue.
|
•
|
Shareholder advisement and settlement costs which represent external advisor expenses incurred in connection with preparing for the Company's 2016 and 2017 shareholder proxy and annual meeting and shareholder settlement costs.
|
•
|
SEC and FCPA legal and settlement costs which represent external legal expenses and settlement expenses related to the U.S. Securities and Exchange Commission's investigation of the facts and circumstances surrounding the restatement of the Company's financial statements for the fiscal years 2011 and 2012, as well as for ongoing legal matters related to previous Foreign Corrupt Practices Act (FCPA) violations.
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
10
of
16
|
•
|
Our intentions, beliefs and expectations regarding our expenses, cost savings, sales, operations and future financial performance;
|
•
|
Our operating results;
|
•
|
Our ability to develop, introduce and commercialize new products, technologies applications or enhancements to existing products and educate prospective customers;
|
•
|
Anticipated growth and trends in our business;
|
•
|
Our ability to obtain sufficient capital to meet our operating requirements, including, but not limited to, our investment requirements for new technology and products, or other needs;
|
•
|
Our ability to manage our long-term debt and our ability to service our debt, including our convertible debt;
|
•
|
Risks related to changes in legislation, regulation and governmental policy;
|
•
|
Risks related to tax laws and tax changes (including U.S. and foreign taxes on foreign subsidiaries);
|
•
|
Risks related to our international operations;
|
•
|
Our expectations regarding our revenues, customers and distributors;
|
•
|
Our beliefs and expectations regarding our market penetration and expansion efforts, especially considering the small number of vertical markets and a small number of geographic regions;
|
•
|
Our expectations regarding the benefits and integration of recently-acquired businesses and our ability to make future acquisitions and successfully integrate any such future-acquired businesses;
|
•
|
Our ability to protect our intellectual property rights and to defend claims against us;
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
11
of
16
|
•
|
Dependence upon third party manufacturing and other service providers, many of which are located outside the U.S. and our ability to manage reliance upon certain key suppliers;
|
•
|
Our anticipated trends and challenges in the markets in which we operate; and
|
•
|
Our expectations and beliefs regarding and the impact of investigations, claims and litigation.
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
12
of
16
|
|
|
Three Months Ended
|
||||||||||||||||||
|
|
March 31,
2018 |
|
December 31,
2017 (1)
|
|
September 30,
2017 (1)
|
|
June 30,
2017 (1)
|
|
March 31,
2017 (1)
|
||||||||||
Revenue
|
|
$
|
28,416
|
|
|
$
|
30,763
|
|
|
$
|
35,816
|
|
|
$
|
37,103
|
|
|
$
|
26,686
|
|
Cost of revenue
(1)
|
|
22,735
|
|
|
23,449
|
|
|
28,492
|
|
|
29,350
|
|
|
20,578
|
|
|||||
Gross profit
(1)
|
|
5,681
|
|
|
7,314
|
|
|
7,324
|
|
|
7,753
|
|
|
6,108
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
(1)
|
|
9,572
|
|
|
9,743
|
|
|
14,565
|
|
|
12,120
|
|
|
9,592
|
|
|||||
Research and development
(1)
|
|
5,532
|
|
|
4,362
|
|
|
4,909
|
|
|
4,449
|
|
|
4,706
|
|
|||||
Restructuring and exit costs
|
|
(57
|
)
|
|
34
|
|
|
1,251
|
|
|
—
|
|
|
997
|
|
|||||
Impairment of assets
|
|
—
|
|
|
240
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
(1)
|
|
15,047
|
|
|
14,379
|
|
|
20,725
|
|
|
16,569
|
|
|
15,295
|
|
|||||
Loss from operations
(1)
|
|
(9,366
|
)
|
|
(7,065
|
)
|
|
(13,401
|
)
|
|
(8,816
|
)
|
|
(9,187
|
)
|
|||||
Interest expense, net
|
|
993
|
|
|
1,043
|
|
|
152
|
|
|
97
|
|
|
63
|
|
|||||
Other components of defined benefit plans, net
(1)
|
|
(221
|
)
|
|
(134
|
)
|
|
(141
|
)
|
|
(143
|
)
|
|
(155
|
)
|
|||||
Other income
|
|
—
|
|
|
(18
|
)
|
|
(14
|
)
|
|
(52
|
)
|
|
(1
|
)
|
|||||
Foreign currency exchange (gain) loss, net
|
|
89
|
|
|
256
|
|
|
(65
|
)
|
|
18
|
|
|
97
|
|
|||||
Loss before income taxes
|
|
(10,227
|
)
|
|
(8,212
|
)
|
|
(13,333
|
)
|
|
(8,736
|
)
|
|
(9,191
|
)
|
|||||
Income tax provision (benefit)
|
|
(1,022
|
)
|
|
540
|
|
|
527
|
|
|
1,382
|
|
|
1,208
|
|
|||||
Net loss
|
|
$
|
(9,205
|
)
|
|
$
|
(8,752
|
)
|
|
$
|
(13,860
|
)
|
|
$
|
(10,118
|
)
|
|
$
|
(10,399
|
)
|
Net loss per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
$
|
(0.25
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.32
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
37,522
|
|
|
37,115
|
|
|
37,008
|
|
|
35,526
|
|
|
32,197
|
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
13
of
16
|
|
|
March 31,
2018 |
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
40,103
|
|
|
$
|
50,122
|
|
Trade and other accounts receivable, net
|
|
32,391
|
|
|
31,643
|
|
||
Inventories
|
|
37,485
|
|
|
32,228
|
|
||
Prepaid expenses and other current assets
|
|
3,478
|
|
|
2,983
|
|
||
Total current assets
|
|
113,457
|
|
|
116,976
|
|
||
Property and equipment, net
|
|
30,174
|
|
|
28,044
|
|
||
Intangible assets, net
|
|
11,469
|
|
|
11,715
|
|
||
Goodwill
|
|
36,636
|
|
|
36,061
|
|
||
Pension asset
|
|
12,095
|
|
|
11,712
|
|
||
Other non-current assets
|
|
845
|
|
|
871
|
|
||
Total assets
|
|
$
|
204,676
|
|
|
$
|
205,379
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
32,966
|
|
|
$
|
32,758
|
|
Accrued employee compensation
|
|
6,624
|
|
|
9,070
|
|
||
Deferred revenue and customer deposits
|
|
6,299
|
|
|
6,669
|
|
||
Short-term borrowings and current portion of long-term debt
|
|
5,034
|
|
|
33
|
|
||
Total current liabilities
|
|
50,923
|
|
|
48,530
|
|
||
Deferred tax liability, long-term
|
|
8,433
|
|
|
8,762
|
|
||
Long-term debt, excluding current portion
|
|
35,556
|
|
|
35,124
|
|
||
Defined benefit plan liability
|
|
4,125
|
|
|
3,942
|
|
||
Other long-term liabilities
|
|
2,573
|
|
|
2,920
|
|
||
Total liabilities
|
|
101,610
|
|
|
99,278
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Common stock, $0.10 par value per share, 80,000,000 shares authorized at March 31, 2018 and December 31, 2017; 38,000,620 and 37,199,519 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
|
|
3,797
|
|
|
3,717
|
|
||
Additional paid-in capital
|
|
341,897
|
|
|
337,541
|
|
||
Accumulated deficit
|
|
(256,160
|
)
|
|
(247,233
|
)
|
||
Accumulated other comprehensive income
|
|
13,532
|
|
|
12,076
|
|
||
Total stockholders' equity
|
|
103,066
|
|
|
106,101
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
204,676
|
|
|
$
|
205,379
|
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
14
of
16
|
|
|
Three Months Ended
|
||||||||||
|
|
March 31,
2018 |
|
December 31,
2017 |
|
March 31,
2017 |
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(9,205
|
)
|
|
$
|
(8,752
|
)
|
|
$
|
(10,399
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
1,993
|
|
|
2,133
|
|
|
2,148
|
|
|||
Amortization of intangible assets
|
|
316
|
|
|
307
|
|
|
—
|
|
|||
Non-cash interest expense
|
|
439
|
|
|
420
|
|
|
—
|
|
|||
Pension and defined benefit plan cost
|
|
251
|
|
|
250
|
|
|
86
|
|
|||
Stock-based compensation expense
|
|
2,624
|
|
|
2,490
|
|
|
1,538
|
|
|||
Gain on sale of property and equipment
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of property and equipment
|
|
—
|
|
|
240
|
|
|
—
|
|
|||
Provision for (recovery of) losses on accounts receivable
|
|
(10
|
)
|
|
6
|
|
|
—
|
|
|||
Losses on write downs of inventory
|
|
475
|
|
|
640
|
|
|
17
|
|
|||
Provision for (release of) warranties
|
|
65
|
|
|
(302
|
)
|
|
189
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Trade and other accounts receivable
|
|
(252
|
)
|
|
(4,469
|
)
|
|
(3,406
|
)
|
|||
Inventories
|
|
(5,994
|
)
|
|
(1,058
|
)
|
|
1,922
|
|
|||
Prepaid expenses and other assets
|
|
(455
|
)
|
|
332
|
|
|
(453
|
)
|
|||
Pension asset
|
|
(156
|
)
|
|
(565
|
)
|
|
(155
|
)
|
|||
Accounts payable and accrued liabilities
|
|
309
|
|
|
1,549
|
|
|
1,571
|
|
|||
Deferred revenue and customer deposits
|
|
(65
|
)
|
|
539
|
|
|
2,626
|
|
|||
Accrued employee compensation
|
|
(776
|
)
|
|
(581
|
)
|
|
785
|
|
|||
Deferred tax liability
|
|
(374
|
)
|
|
827
|
|
|
(209
|
)
|
|||
Other long-term liabilities
|
|
(392
|
)
|
|
(236
|
)
|
|
(85
|
)
|
|||
Net cash used in operating activities
|
|
(11,211
|
)
|
|
(6,230
|
)
|
|
(3,825
|
)
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(3,918
|
)
|
|
(2,502
|
)
|
|
(945
|
)
|
|||
Proceeds from sale of property and equipment
|
|
8
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(3,910
|
)
|
|
(2,502
|
)
|
|
(945
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Principal payments on long-term debt and short-term borrowings
|
|
(8
|
)
|
|
(8
|
)
|
|
(10
|
)
|
|||
Proceeds from long-term debt and short-term borrowings, net of discount and issuance costs
|
|
5,000
|
|
|
5,658
|
|
|
—
|
|
|||
Proceeds from issuance of common stock under equity compensation plans
|
|
—
|
|
|
133
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
4,992
|
|
|
5,783
|
|
|
(10
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
110
|
|
|
219
|
|
|
315
|
|
|||
Decrease in cash and cash equivalents
|
|
(10,019
|
)
|
|
(2,730
|
)
|
|
(4,465
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
50,122
|
|
|
52,852
|
|
|
25,359
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
40,103
|
|
|
$
|
50,122
|
|
|
$
|
20,894
|
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
15
of
16
|
|
|
Three Months Ended
|
||||||||||||||||||
|
|
March 31, 2018
|
|
December 31,
2017 (1)
|
|
September 30,
2017 (1)
|
|
June 30,
2017 (1)
|
|
March 31,
2017 (1)
|
||||||||||
Gross Margin Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP gross margin
(1)
|
|
20.0
|
%
|
|
23.8
|
%
|
|
20.4
|
%
|
|
20.9
|
%
|
|
22.9
|
%
|
|||||
Stock-based compensation expense
|
|
1.2
|
%
|
|
1.1
|
%
|
|
0.8
|
%
|
|
0.7
|
%
|
|
0.7
|
%
|
|||||
Amortization of intangible assets
|
|
0.3
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|||||
Acquisition related expense
|
|
—
|
%
|
|
0.2
|
%
|
|
0.8
|
%
|
|
0.8
|
%
|
|
—
|
%
|
|||||
Non-GAAP gross margin
(1)
|
|
21.5
|
%
|
|
25.4
|
%
|
|
22.3
|
%
|
|
22.5
|
%
|
|
23.6
|
%
|
|||||
Gross Profit Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP gross profit
(1)
|
|
$
|
5,681
|
|
|
$
|
7,314
|
|
|
$
|
7,324
|
|
|
$
|
7,753
|
|
|
$
|
6,108
|
|
Stock-based compensation expense
|
|
346
|
|
|
349
|
|
|
271
|
|
|
257
|
|
|
193
|
|
|||||
Amortization of intangible assets
|
|
93
|
|
|
90
|
|
|
88
|
|
|
60
|
|
|
—
|
|
|||||
Acquisition related expense
|
|
—
|
|
|
67
|
|
|
287
|
|
|
291
|
|
|
—
|
|
|||||
Non-GAAP gross profit
(1)
|
|
$
|
6,120
|
|
|
$
|
7,820
|
|
|
$
|
7,970
|
|
|
$
|
8,361
|
|
|
$
|
6,301
|
|
Total Operating Expenses Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP total operating expenses
(1)
|
|
$
|
15,047
|
|
|
$
|
14,379
|
|
|
$
|
20,725
|
|
|
$
|
16,569
|
|
|
$
|
15,295
|
|
Stock-based compensation expense
|
|
(2,278
|
)
|
|
(2,141
|
)
|
|
(2,484
|
)
|
|
(1,997
|
)
|
|
(1,345
|
)
|
|||||
Amortization of intangible assets
|
|
(223
|
)
|
|
(217
|
)
|
|
(212
|
)
|
|
(142
|
)
|
|
—
|
|
|||||
Restructuring and related costs
|
|
57
|
|
|
(34
|
)
|
|
(1,251
|
)
|
|
—
|
|
|
(997
|
)
|
|||||
Strategic equity transaction costs
|
|
—
|
|
|
—
|
|
|
(503
|
)
|
|
—
|
|
|
—
|
|
|||||
Acquisition related expense
|
|
—
|
|
|
(46
|
)
|
|
(46
|
)
|
|
(1,512
|
)
|
|
(275
|
)
|
|||||
Shareholder advisement and settlement costs
|
|
—
|
|
|
—
|
|
|
(761
|
)
|
|
(315
|
)
|
|
(59
|
)
|
|||||
SEC and FCPA legal and settlement costs
|
|
(64
|
)
|
|
(64
|
)
|
|
(3,001
|
)
|
|
(62
|
)
|
|
(121
|
)
|
|||||
Non-GAAP operating expenses
(1)
|
|
$
|
12,539
|
|
|
$
|
11,877
|
|
|
$
|
12,467
|
|
|
$
|
12,541
|
|
|
$
|
12,498
|
|
Loss from Operations Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP loss from operations
(1)
|
|
$
|
(9,366
|
)
|
|
$
|
(7,065
|
)
|
|
$
|
(13,401
|
)
|
|
$
|
(8,816
|
)
|
|
$
|
(9,187
|
)
|
Stock-based compensation expense
|
|
2,624
|
|
|
2,490
|
|
|
2,755
|
|
|
2,254
|
|
|
1,538
|
|
|||||
Amortization of intangible assets
|
|
316
|
|
|
307
|
|
|
300
|
|
|
202
|
|
|
—
|
|
|||||
Restructuring and related costs
|
|
(57
|
)
|
|
34
|
|
|
1,251
|
|
|
—
|
|
|
997
|
|
|||||
Strategic equity transaction costs
|
|
—
|
|
|
—
|
|
|
503
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition related expense
|
|
—
|
|
|
113
|
|
|
333
|
|
|
1,803
|
|
|
275
|
|
|||||
Shareholder advisement and settlement costs
|
|
—
|
|
|
—
|
|
|
761
|
|
|
315
|
|
|
59
|
|
|||||
SEC and FCPA legal and settlement costs
|
|
64
|
|
|
64
|
|
|
3,001
|
|
|
62
|
|
|
121
|
|
|||||
Non-GAAP loss from operations
(1)
|
|
$
|
(6,419
|
)
|
|
$
|
(4,057
|
)
|
|
$
|
(4,497
|
)
|
|
$
|
(4,180
|
)
|
|
$
|
(6,197
|
)
|
Adjusted EBITDA Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP net loss
|
|
$
|
(9,205
|
)
|
|
$
|
(8,752
|
)
|
|
(13,860
|
)
|
|
(10,118
|
)
|
|
$
|
(10,399
|
)
|
||
Interest expense, net
|
|
993
|
|
|
1,043
|
|
|
152
|
|
|
97
|
|
|
63
|
|
|||||
Income tax provision
|
|
(1,022
|
)
|
|
540
|
|
|
527
|
|
|
1,382
|
|
|
1,208
|
|
|||||
Depreciation
|
|
1,993
|
|
|
2,133
|
|
|
$
|
2,231
|
|
|
$
|
2,259
|
|
|
2,148
|
|
|||
Amortization of intangible assets
|
|
316
|
|
|
307
|
|
|
300
|
|
|
202
|
|
|
—
|
|
|||||
EBITDA
|
|
(6,925
|
)
|
|
(4,729
|
)
|
|
(10,650
|
)
|
|
(6,178
|
)
|
|
(6,980
|
)
|
|||||
Foreign currency exchange (gain) loss, net
|
|
89
|
|
|
256
|
|
|
(65
|
)
|
|
18
|
|
|
97
|
|
|||||
Other income
|
|
—
|
|
|
(18
|
)
|
|
(14
|
)
|
|
(52
|
)
|
|
(1
|
)
|
|||||
Stock-based compensation expense
|
|
2,624
|
|
|
2,490
|
|
|
2,755
|
|
|
2,254
|
|
|
1,538
|
|
|||||
Restructuring and related costs
|
|
(57
|
)
|
|
34
|
|
|
1,251
|
|
|
—
|
|
|
997
|
|
|||||
Strategic equity transaction costs
|
|
—
|
|
|
—
|
|
|
503
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition related expense
|
|
—
|
|
|
113
|
|
|
333
|
|
|
1,803
|
|
|
275
|
|
|||||
Shareholder advisement and settlement costs
|
|
—
|
|
|
—
|
|
|
761
|
|
|
315
|
|
|
59
|
|
|||||
SEC and FCPA legal and settlement costs
|
|
64
|
|
|
64
|
|
|
3,001
|
|
|
62
|
|
|
121
|
|
|||||
Adjusted EBITDA
|
|
$
|
(4,205
|
)
|
|
$
|
(1,790
|
)
|
|
$
|
(2,125
|
)
|
|
$
|
(1,778
|
)
|
|
$
|
(3,894
|
)
|
Maxwell Reports First Quarter 2018 Results and Provides Business Outlook for Second Quarter 2018
|
Page
16
of
16
|
|
|
Three Months Ended
|
||||||||||||||||||
|
|
March 31, 2018
|
|
December 31,
2017 (1)
|
|
September 30,
2017 (1)
|
|
June 30,
2017 (1)
|
|
March 31,
2017 (1)
|
||||||||||
Interest Expense, net Reconciliation
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP interest expense, net
|
|
$
|
993
|
|
|
$
|
1,043
|
|
|
152
|
|
|
97
|
|
|
$
|
63
|
|
||
Non-cash interest expense
|
|
(439
|
)
|
|
(420
|
)
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||||
Non-GAAP interest expense, net
|
|
$
|
554
|
|
|
$
|
623
|
|
|
$
|
128
|
|
|
$
|
97
|
|
|
$
|
63
|
|
Net Loss Reconciliation
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP net loss
|
|
$
|
(9,205
|
)
|
|
$
|
(8,752
|
)
|
|
(13,860
|
)
|
|
(10,118
|
)
|
|
$
|
(10,399
|
)
|
||
Stock-based compensation expense
|
|
2,624
|
|
|
2,490
|
|
|
2,755
|
|
|
2,254
|
|
|
1,538
|
|
|||||
Amortization of intangible assets
|
|
316
|
|
|
307
|
|
|
300
|
|
|
202
|
|
|
—
|
|
|||||
Non-cash interest expense
|
|
439
|
|
|
420
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring and related costs
|
|
(57
|
)
|
|
34
|
|
|
1,251
|
|
|
—
|
|
|
997
|
|
|||||
Strategic equity transaction costs
|
|
—
|
|
|
—
|
|
|
503
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition related expense
|
|
—
|
|
|
113
|
|
|
333
|
|
|
1,803
|
|
|
275
|
|
|||||
Shareholder advisement and settlement costs
|
|
—
|
|
|
—
|
|
|
761
|
|
|
315
|
|
|
59
|
|
|||||
SEC and FCPA legal and settlement costs
|
|
64
|
|
|
64
|
|
|
3,001
|
|
|
62
|
|
|
121
|
|
|||||
Non-GAAP net loss
|
|
$
|
(5,819
|
)
|
|
$
|
(5,324
|
)
|
|
$
|
(4,932
|
)
|
|
$
|
(5,482
|
)
|
|
$
|
(7,409
|
)
|
Net Loss per Diluted Share Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP net loss per diluted share
|
|
$
|
(0.25
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.32
|
)
|
Stock-based compensation expense
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.06
|
|
|
0.05
|
|
|||||
Amortization of intangible assets
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|||||
Non-cash interest expense
|
|
0.01
|
|
|
0.01
|
|
|
*
|
|
—
|
|
|
—
|
|
||||||
Restructuring and related costs
|
|
*
|
|
|
*
|
|
|
0.04
|
|
|
—
|
|
|
0.03
|
|
|||||
Strategic equity transaction costs
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition related expense
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
0.05
|
|
|
0.01
|
|
|||||
Shareholder advisement and settlement costs
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|
0.01
|
|
|
*
|
|
|||||
SEC and FCPA legal and settlement costs
|
|
*
|
|
|
—
|
|
|
0.08
|
|
|
—
|
|
|
*
|
|
|||||
Non-GAAP net loss per diluted share
|
|
$
|
(0.16
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.23
|
)
|
Weighted Average Common Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
37,522
|
|
37,115
|
|
37,008
|
|
35,526
|
|
32,197
|
*
|
Net loss effect of this reconciling item was less than $0.01 per share.
|