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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
o
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Accelerated filer
x
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Non-accelerated filer
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Smaller reporting company
x
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Emerging growth company
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Page
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•
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the risk that the pending acquisition by Tesla does not close due to regulatory approval, either party deciding to terminate the agreement after five months from the signing, or the failure of one or more of the other conditions to close under the merger agreement we entered into with Tesla in the anticipated timeframe or at all;
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disruption from the merger making it more difficult to maintain our customer, supplier, key personnel and other strategic relationships;
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uncertainty as to the market value of the Tesla merger consideration to be paid in the merger below an agreed to floor trading price of Tesla common stock at the time of closing;
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the risk that required governmental approvals of the merger (including antitrust approval) will not be obtained or that such approvals will be delayed beyond current expectations;
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the risk that required review and approval of the Form S-4 registration statement for the Tesla common stock to be issued in the merger will be delayed beyond current expectations, including for any delay that may result from a government shut-down;
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the risk of litigation in respect of either Tesla or Maxwell or the merger;
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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 manage cash flows;
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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 successfully complete one or more financings;
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our ability to otherwise 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, and uncertainties with respect to, 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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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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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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First, 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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Second, 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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Third, 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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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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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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Pursuant to the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the consummation of the Merger, which restrictions could adversely affect our ability to realize certain of our business strategies or take advantage of certain business opportunities;
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The attention of our management may be directed toward the consummation of the Offer, the Merger and related matters, and their focus may be diverted from the day-to-day business operations of our company, including from other opportunities that might otherwise be beneficial to us;
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Current and prospective employees may experience uncertainty regarding their future roles with us (and, if the Offer is completed, Tesla), which might adversely affect our ability to retain, recruit and motivate key personnel and may adversely affect the focus of our employees on development and sales of our products;
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Our inability to hire capable employees, given the uncertainty regarding the future of the company, in order to execute on our continuing business operations;
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Our relationships with our customers, partners, manufacturers and suppliers may be disrupted; and
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Any of the above matters could adversely affect our stock price or harm our future business or operations.
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if the Offer and the Merger are not completed, the trading price of our common stock may change to the extent that the current trading price of our common stock reflects an assumption that the Offer and the Merger will be completed;
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we have incurred and expect to continue to incur significant expenses related to the proposed Transactions. These transaction -related expenses include certain investment banking fees, legal, accounting and other professional fees. Most of these fees must be paid even if the Offer is not consummated;
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we could be obligated to pay (or cause to be paid) to Tesla a $8.295 million termination fee in connection with the termination of the Merger Agreement in certain circumstances;
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failure of the Offer and the Merger may result in negative publicity and/or a negative impression of us in our customers, prospective customers, the investment community or business community generally. The failure to consummate the Transactions may be viewed as a poor reflection on our business or prospects;
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•
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certain of our suppliers, customers, distributors, and other business, collaboration and strategic partners may seek to change or terminate their relationships with us as a result of the proposed Transactions; and
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the market price of our common stock may decline, particularly to the extent that the current market price reflects a market assumption that the proposed Offer and Merger will be completed.
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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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identify emerging technological trends in our target markets, including new standards for our products and applications in a timely manner;
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accurately define and design new products and applications to meet market needs;
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anticipate changes in end-user preferences with respect to our customers’ products;
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rapidly develop and produce these products and applications at competitive prices;
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anticipate and respond effectively to technological changes or product announcements by others; and
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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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the difficulty of assimilating the acquired operations and personnel and integrating them into our current business;
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the potential impairment of employee morale;
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the potential disruption of our ongoing business;
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preserving important strategic and customer relationships;
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the diversion of management’s attention and other resources;
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the risks of entering markets in which we have little or no experience;
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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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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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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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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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•
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Merger Agreement with Tesla
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•
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Executive Overview
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•
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Recent Highlights
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•
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Results of Operations
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•
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Liquidity and Capital Resources
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•
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Contractual Obligations
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•
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Critical Accounting Estimates
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•
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Impact of Inflation
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•
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Recent Accounting Pronouncements
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Off Balance Sheet Arrangements
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•
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In April 2018, we 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 our ultracapacitor-based peak power subsystem in five mild-hybrid and plugin 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 our automotive market history.
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In June 2018, we announced the launch of two new highly scalable products to deliver reliable, fast responding, long lifetime storage in grids and microgrids. Our new Grid Cell Pack and Grid Energy Storage System inject and absorb power in cycle timeframes, and are designed to stabilize voltage and frequency, firm renewable power output, provide bridging and ramping services, and improve generator response. These products can be deployed as stand-alone energy storage systems or in combination with other energy storage assets to improve project business cases, including stacked functionality and extension of battery life to lower capital expense, operating expense and lifetime cost. The systems are designed to be utilized in greenfield storage projects as well as support existing deployed storage systems.
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•
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In August 2018, we completed a public offering of 7,590,000 shares of our common stock at a public offering price of $3.25 per share. We received total net proceeds of approximately $23.0 million from the offering, after deducting underwriting discounts, commissions and our estimated offering expenses. Offering net proceeds are being used for general corporate purposes, including research and development expenses, capital expenditures, working capital, repayment of debt and general and administrative expenses.
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•
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In August 2018, we announced that our Switzerland-based product line will be delivering high voltage capacitors to the major OEMs involved in a DC grid initiative called the ZhangBei Project, which is the first and largest 550kV DC meshed grid project in the world. This project will secure power supply to Beijing from a variety of renewable sources including wind and solar power. Our high voltage capacitors and resistors are key components for DC circuit breakers and DC voltage dividers by reinforcing DC circuit breaker switching capability and DC voltage divider accurate measurements. The long term stability, temperature control and outstanding insulation design of our high voltage capacitors and voltage dividers help customers handle variable working conditions in high altitude HVDC substations.
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•
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In September 2018, we announced a grid energy storage subsystem design-in with Siemens to deliver economical, fast responding, long life grid voltage and frequency support solutions. The new Siemens Static VAR Compensator plus Frequency Stabilizer (SVC PLUS FS) enables ISOs, electric utilities and transmission system operators to have better control of their grids and reduce the risk of blackouts. Due to their rapid response time at high power levels, long lifetime, and minimal maintenance, our ultracapacitors were selected as the energy storage asset of choice to provide grid frequency and voltage support. SVC PLUS FS built by Siemens and enabled by our ultracapacitor solution secures the energy and bridging reserves necessary to provide protection against emergency grid system imbalances. As a result, grid reliability increases and the operational expenses for fossil based, short duration must-run generation, as well as GHG and CO2 emissions, are reduced. Further, the system is highly adaptable and flexible in the face of evolving grid demands.
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•
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In December 2018, we announced that we signed and closed a definitive agreement to sell our high voltage product line to Renaissance Investment Foundation ("Renaissance"). Under the terms of the agreement, we sold all shares of our Swiss subsidiary, Maxwell Technologies SA, and its CONDIS® line of high voltage capacitors for
$55.1 million
in cash and up to $15 million in potential future milestone payments to Renaissance. After certain reductions and other transaction-related expenses, we received net upfront cash proceeds of approximately
$47.8 million
.
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•
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In January 2019, we announced the launch of a new full-featured 3.0-volt (3.0V) product platform. With the introduction of these next generation ultracapacitors, users have the ability to increase energy and power in the same form factor as the 2.7-volt product line and can significantly cost-optimize their system designs by using fewer ultracapacitor cells or modules. Alternatively, users can upgrade to a 3.0V solution to extend the expected life of their products. The 3.0V platform is designed for single-cell applications as well as multi-cell complex module systems.
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Years Ended December 31,
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2018
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2017
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Total revenue
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|
100
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%
|
|
100
|
%
|
Cost of revenue
|
|
89
|
%
|
|
94
|
%
|
Gross profit
|
|
11
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%
|
|
6
|
%
|
Operating expenses:
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|
|
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||
Selling, general and administrative
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34
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%
|
|
43
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%
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Research and development
|
|
22
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%
|
|
19
|
%
|
Restructuring and exit costs
|
|
—
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%
|
|
3
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%
|
Total operating expenses
|
|
56
|
%
|
|
65
|
%
|
Loss from operations
|
|
(45
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)%
|
|
(59
|
)%
|
Interest expense
|
|
5
|
%
|
|
2
|
%
|
Loss from continuing operations before income taxes
|
|
(50
|
)%
|
|
(61
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)%
|
Income tax provision
|
|
(1
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)%
|
|
—
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%
|
Loss from continuing operations
|
|
(49
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)%
|
|
(61
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)%
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Income from discontinued operations, net of income taxes
|
|
9
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%
|
|
12
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%
|
Net loss
|
|
(40
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)%
|
|
(49
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)%
|
•
|
a
$4.7 million
increase in gross profit associated with a decrease in product costs mainly due to higher absorption of fixed costs related to higher production volumes and improved utilization at our manufacturing facilities, product transitions and synergies associated with our acquisition of Nesscap, and product mix shifts including the favorable impact of a full year of Korean-manufactured product margins in 2018, partially offset by reductions in pricing;
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•
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$2.8 million of expense recorded in 2017 for the proposed settlement with the SEC related to our 2011 and 2012 restatement;
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•
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a
$2.3 million
decrease in restructuring expense due to our February 2017 and September 2017 restructuring plans;
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•
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$1.9 million of transaction costs in 2017 related to the Nesscap Acquisition;
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•
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a
$1.1 million
decrease in shareholder related expenses including legal and advisory costs as well as a settlement with a shareholder in connection with the issuance of our convertible senior notes recorded in the third quarter of 2017;
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•
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savings in operating expenses associated with our restructuring and ongoing cost reduction efforts; and
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•
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an offsetting effect related to a
$3.0 million
increase in interest expense mostly related to our convertible senior notes issued in September and October 2017.
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Years Ended December 31,
|
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2018 vs. 2017
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|||||||||||
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2018
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2017
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Increase (Decrease)
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|
% Change
|
|||||||
Revenue
|
|
$
|
90,459
|
|
|
$
|
87,709
|
|
|
$
|
2,750
|
|
|
3
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%
|
Cost of revenue
|
|
80,459
|
|
|
82,407
|
|
|
(1,948
|
)
|
|
(2
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)%
|
|||
% of Revenue
|
|
89
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%
|
|
94
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%
|
|
|
|
|
|||||
Gross profit
|
|
$
|
10,000
|
|
|
$
|
5,302
|
|
|
$
|
4,698
|
|
|
89
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%
|
% of Revenue
|
|
11
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%
|
|
6
|
%
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|||||||||||
|
|
2018
|
|
2017
|
|
Decrease
|
|
% Change
|
|||||||
Selling, general and administrative
|
|
$
|
30,542
|
|
|
$
|
38,186
|
|
|
$
|
(7,644
|
)
|
|
(20
|
)%
|
% of Revenue
|
|
34
|
%
|
|
43
|
%
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|||||||||||
|
|
2018
|
|
2017
|
|
Increase
|
|
% Change
|
|||||||
Research and development
|
|
$
|
19,983
|
|
|
$
|
16,342
|
|
|
$
|
3,641
|
|
|
22
|
%
|
% of Revenue
|
|
22
|
%
|
|
19
|
%
|
|
|
|
|
|
|
September 2017 Plan
|
||
Restructuring liability as of December 31, 2017
|
|
$
|
817
|
|
Costs incurred
|
|
45
|
|
|
Amounts paid
|
|
(705
|
)
|
|
Accruals released
|
|
(157
|
)
|
|
Restructuring liability as of December 31, 2018
|
|
$
|
—
|
|
Purchase price
|
|
$
|
55,055
|
|
Adjustments to purchase price
|
|
(791
|
)
|
|
Amounts held in escrow
|
|
(859
|
)
|
|
Payment of withholding taxes
|
|
(3,492
|
)
|
|
Cash proceeds received
|
|
49,913
|
|
|
Transaction expenses
|
|
(2,099
|
)
|
|
Net cash proceeds received
|
|
$
|
47,814
|
|
|
|
|
||
Net cash proceeds received
|
|
$
|
47,814
|
|
Net assets of high voltage product line
|
|
(56,718
|
)
|
|
Release of accumulated other comprehensive income from equity
|
|
10,120
|
|
|
Release of withholding tax liabilities
|
|
890
|
|
|
Release of employee liabilities and cancellation of equity awards
|
|
488
|
|
|
Payment of withholding taxes
|
|
3,492
|
|
|
Amounts held back in escrow
|
|
859
|
|
|
Gain on sale of high voltage product line, before income taxes
|
|
6,945
|
|
|
Income tax related to gain on sale
|
|
(1,534
|
)
|
|
Gain on sale, net of income taxes
|
|
$
|
5,411
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Total cash provided by (used in):
|
|
|
|
|
||||
Operating activities - continuing operations
|
|
$
|
(50,819
|
)
|
|
$
|
(22,808
|
)
|
Investing activities - continuing operations
|
|
(10,258
|
)
|
|
(1,976
|
)
|
||
Financing activities - continuing operations
|
|
22,980
|
|
|
43,317
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(214
|
)
|
|
878
|
|
||
Operating activities - discontinued operations
|
|
(2,750
|
)
|
|
7,802
|
|
||
Investing activities - discontinued operations
|
|
49,011
|
|
|
(2,418
|
)
|
||
Financing activities - discontinued operations
|
|
(44
|
)
|
|
(32
|
)
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Schedule:
|
|
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
58,028
|
|
|
$
|
46,192
|
|
Trade and other accounts receivable,
net of allowance for doubtful accounts of $0 and $32 as of December 31, 2018 and Decembe
r 31, 2017, respectively
|
|
19,966
|
|
|
22,712
|
|
||
Inventories
|
|
33,645
|
|
|
23,450
|
|
||
Prepaid expenses and other current assets
|
|
2,817
|
|
|
2,159
|
|
||
Current assets of discontinued operations
|
|
—
|
|
|
22,463
|
|
||
Total current assets
|
|
114,456
|
|
|
116,976
|
|
||
Property and equipment, net
|
|
24,377
|
|
|
19,960
|
|
||
Intangible assets, net
|
|
10,004
|
|
|
11,715
|
|
||
Goodwill
|
|
14,189
|
|
|
14,707
|
|
||
Non-current assets of discontinued operations
|
|
—
|
|
|
41,150
|
|
||
Other non-current assets
|
|
705
|
|
|
871
|
|
||
Total assets
|
|
$
|
163,731
|
|
|
$
|
205,379
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
16,513
|
|
|
$
|
27,283
|
|
Accrued employee compensation
|
|
7,146
|
|
|
8,418
|
|
||
Deferred revenue and other current liabilities
|
|
4,279
|
|
|
6,572
|
|
||
Short-term borrowings and current portion of long-term debt
|
|
438
|
|
|
—
|
|
||
Current liabilities of discontinued operations
|
|
—
|
|
|
6,257
|
|
||
Total current liabilities
|
|
28,376
|
|
|
48,530
|
|
||
Deferred tax liability, long-term
|
|
53
|
|
|
4,988
|
|
||
Long-term debt, excluding current portion
|
|
37,969
|
|
|
35,042
|
|
||
Defined benefit plan liability
|
|
4,489
|
|
|
3,942
|
|
||
Non-current liabilities of discontinued operations
|
|
—
|
|
|
3,983
|
|
||
Other long-term liabilities
|
|
2,253
|
|
|
2,793
|
|
||
Total liabilities
|
|
73,140
|
|
|
99,278
|
|
||
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, 2018 and 2017; 45,996,186 and 37,199,519 shares issued and outstanding at December 31, 2018 and 2017, respectively
|
|
4,597
|
|
|
3,717
|
|
||
Additional paid-in capital
|
|
369,793
|
|
|
337,541
|
|
||
Accumulated deficit
|
|
(283,503
|
)
|
|
(247,233
|
)
|
||
Accumulated other comprehensive income
|
|
(296
|
)
|
|
12,076
|
|
||
Total stockholders’ equity
|
|
90,591
|
|
|
106,101
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
163,731
|
|
|
$
|
205,379
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Revenue
|
|
$
|
90,459
|
|
|
$
|
87,709
|
|
Cost of revenue
|
|
80,459
|
|
|
82,407
|
|
||
Gross profit
|
|
10,000
|
|
|
5,302
|
|
||
Operating expenses:
|
|
|
|
|
||||
Selling, general and administrative
|
|
30,542
|
|
|
38,186
|
|
||
Research and development
|
|
19,983
|
|
|
16,342
|
|
||
Restructuring and exit costs
|
|
(26
|
)
|
|
2,232
|
|
||
Impairment of assets
|
|
218
|
|
|
240
|
|
||
Total operating expenses
|
|
50,717
|
|
|
57,000
|
|
||
Loss from operations
|
|
(40,717
|
)
|
|
(51,698
|
)
|
||
Interest expense
|
|
4,460
|
|
|
1,413
|
|
||
Other components of defined benefit plans, net
|
|
110
|
|
|
55
|
|
||
Other income
|
|
(228
|
)
|
|
(105
|
)
|
||
Foreign currency exchange loss, net
|
|
479
|
|
|
242
|
|
||
Loss from continuing operations before income taxes
|
|
(45,538
|
)
|
|
(53,303
|
)
|
||
Income tax provision (benefit)
|
|
(1,096
|
)
|
|
559
|
|
||
Loss from continuing operations
|
|
(44,442
|
)
|
|
(53,862
|
)
|
||
Income from discontinued operations, net of income taxes
|
|
7,894
|
|
|
10,733
|
|
||
Net loss
|
|
$
|
(36,548
|
)
|
|
$
|
(43,129
|
)
|
|
|
|
|
|
||||
Net income (loss) per share - basic and diluted:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(1.08
|
)
|
|
$
|
(1.52
|
)
|
Discontinued operations
|
|
0.19
|
|
|
0.30
|
|
||
Net loss per share - basic and diluted
|
|
$
|
(0.89
|
)
|
|
$
|
(1.22
|
)
|
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
|
||||
Basic and diluted
|
|
41,031
|
|
|
35,480
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net loss
|
|
$
|
(36,548
|
)
|
|
$
|
(43,129
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
(1,694
|
)
|
|
5,131
|
|
||
Defined benefit plans, net of tax:
|
|
|
|
|
||||
Actuarial gain (loss) on benefit obligations and plan assets, net of tax benefit of $29 and tax provision of $401 for the years ended December 31, 2018 and 2017, respectively
|
|
(633
|
)
|
|
1,424
|
|
||
Amortization of prior service cost, net of tax provision of $19 and $30 for the years ended December 31, 2018 and 2017, respectively
|
|
75
|
|
|
121
|
|
||
Effect of divestiture on other comprehensive income
|
|
(10,120
|
)
|
|
—
|
|
||
Other comprehensive income (loss), net of tax
|
|
(12,372
|
)
|
|
6,676
|
|
||
Comprehensive loss
|
|
$
|
(48,920
|
)
|
|
$
|
(36,453
|
)
|
|
|
Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders’
Equity
|
|||||||||||
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 liability plan 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
|
|
|||||
Common stock issued under employee benefit plans
|
|
160
|
|
|
16
|
|
|
428
|
|
|
—
|
|
|
—
|
|
|
444
|
|
|||||
Share-based compensation
|
|
496
|
|
|
49
|
|
|
6,308
|
|
|
—
|
|
|
—
|
|
|
6,357
|
|
|||||
Proceeds from issuance of common stock, net
|
|
7,590
|
|
|
759
|
|
|
22,191
|
|
|
—
|
|
|
—
|
|
|
22,950
|
|
|||||
Issuance of common stock for bonuses and director fees
|
|
550
|
|
|
56
|
|
|
3,325
|
|
|
—
|
|
|
—
|
|
|
3,381
|
|
|||||
Cumulative effect of accounting standards adoption
|
|
—
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
|
|
278
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,548
|
)
|
|
—
|
|
|
(36,548
|
)
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,694
|
)
|
|
(1,694
|
)
|
|||||
Pension and defined benefit plan liability adjustment, net of tax benefit of $10
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(558
|
)
|
|
(558
|
)
|
|||||
Other comprehensive income recognized in connection with divestiture
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,120
|
)
|
|
(10,120
|
)
|
|||||
Balance at December 31, 2018
|
|
45,996
|
|
|
$
|
4,597
|
|
|
$
|
369,793
|
|
|
$
|
(283,503
|
)
|
|
$
|
(296
|
)
|
|
$
|
90,591
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(36,548
|
)
|
|
$
|
(43,129
|
)
|
Less: Income from discontinued operations, net of income taxes
|
|
(7,894
|
)
|
|
(10,733
|
)
|
||
Loss from continuing operations
|
|
(44,442
|
)
|
|
(53,862
|
)
|
||
Adjustments to reconcile net loss to net cash from operating activities:
|
|
|
|
|
||||
Depreciation
|
|
6,834
|
|
|
7,599
|
|
||
Amortization of intangible assets
|
|
1,237
|
|
|
809
|
|
||
Non-cash interest expense
|
|
1,837
|
|
|
444
|
|
||
Loss on lease due to restructuring
|
|
86
|
|
|
179
|
|
||
Defined benefit plan cost
|
|
700
|
|
|
416
|
|
||
Stock-based compensation expense
|
|
9,047
|
|
|
8,239
|
|
||
Gain on sale of property and equipment
|
|
(4
|
)
|
|
—
|
|
||
Impairment of property and equipment
|
|
218
|
|
|
240
|
|
||
Tax benefit related to sale of product line
|
|
(1,534
|
)
|
|
—
|
|
||
Provision for (recovery of) allowance on accounts receivable
|
|
(32
|
)
|
|
10
|
|
||
Losses on write downs of inventory
|
|
1,534
|
|
|
2,144
|
|
||
Provision for warranties
|
|
92
|
|
|
325
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Trade and other accounts receivable
|
|
2,815
|
|
|
(9,354
|
)
|
||
Inventories
|
|
(12,337
|
)
|
|
5,563
|
|
||
Prepaid expenses and other assets
|
|
202
|
|
|
378
|
|
||
Accounts payable and accrued liabilities
|
|
(9,533
|
)
|
|
10,986
|
|
||
Deferred revenue and other current liabilities
|
|
(1,757
|
)
|
|
2,201
|
|
||
Accrued employee compensation
|
|
(235
|
)
|
|
1,128
|
|
||
Deferred tax liability
|
|
(4,394
|
)
|
|
(88
|
)
|
||
Defined benefit plan and other long-term liabilities
|
|
(1,153
|
)
|
|
(165
|
)
|
||
Net cash used in operating activities - continuing operations
|
|
(50,819
|
)
|
|
(22,808
|
)
|
||
Net cash provided by (used in) operating activities - discontinued operations
|
|
(2,750
|
)
|
|
7,802
|
|
||
Total net cash used in operating activities
|
|
(53,569
|
)
|
|
(15,006
|
)
|
||
Investing activities:
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(10,266
|
)
|
|
(3,379
|
)
|
||
Proceeds from sale of property and equipment
|
|
8
|
|
|
—
|
|
||
Cash used in acquisition, net of cash acquired
|
|
—
|
|
|
(97
|
)
|
||
Proceeds from sale of product line
|
|
—
|
|
|
1,500
|
|
||
Net cash used in investing activities - continuing operations
|
|
(10,258
|
)
|
|
(1,976
|
)
|
||
Net cash provided by (used in) investing activities - discontinued operations
|
|
49,011
|
|
|
(2,418
|
)
|
||
Total net cash provided by (used in) investing activities
|
|
38,753
|
|
|
(4,394
|
)
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Financing activities:
|
|
|
|
|
||||
Repayments of line of credit and other borrowings
|
|
(15,414
|
)
|
|
—
|
|
||
Line of credit borrowings
|
|
15,000
|
|
|
—
|
|
||
Proceeds from convertible debt, net of discount and issuance costs
|
|
—
|
|
|
42,991
|
|
||
Proceeds from sale of common stock, net of offering costs
|
|
22,950
|
|
|
—
|
|
||
Proceeds from issuance of common stock under equity compensation plans
|
|
444
|
|
|
326
|
|
||
Net cash provided by financing activities - continuing operations
|
|
22,980
|
|
|
43,317
|
|
||
Net cash used in financing activities - discontinued operations
|
|
(44
|
)
|
|
(32
|
)
|
||
Total net cash provided by financing activities
|
|
22,936
|
|
|
43,285
|
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(214
|
)
|
|
878
|
|
||
Increase in cash and cash equivalents
|
|
7,906
|
|
|
24,763
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents, beginning of period - continuing operations
|
|
46,192
|
|
|
8,122
|
|
||
Cash and cash equivalents, beginning of period - discontinued operations
|
|
3,930
|
|
|
17,237
|
|
||
Cash and cash equivalents, end of period
|
|
58,028
|
|
|
50,122
|
|
||
Cash and cash equivalents, end of period - discontinued operations
|
|
—
|
|
|
3,930
|
|
||
Cash and cash equivalents, end of period - continuing operations
|
|
$
|
58,028
|
|
|
$
|
46,192
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
|
|
|
||||
Cash paid for:
|
|
|
|
|
||||
Interest
|
|
$
|
2,805
|
|
|
$
|
82
|
|
Income taxes
|
|
$
|
49
|
|
|
$
|
45
|
|
|
|
|
|
|
||||
Supplemental schedule of noncash investing and financing activities:
|
|
|
|
|
||||
Purchases of property and equipment included in accounts payable and accrued liabilities
|
|
$
|
115
|
|
|
$
|
392
|
|
Equipment purchased under capital leases
|
|
$
|
1,911
|
|
|
$
|
—
|
|
Common stock issued for acquisition of Nesscap
|
|
$
|
—
|
|
|
$
|
25,294
|
|
Amounts in escrow related to sale of product line
|
|
$
|
859
|
|
|
$
|
—
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Numerator:
|
|
|
|
|
||||
Loss from continuing operations, net of income taxes
|
|
$
|
(44,442
|
)
|
|
$
|
(53,862
|
)
|
Income from discontinued operations, net of income taxes
|
|
7,894
|
|
|
10,733
|
|
||
Net loss
|
|
$
|
(36,548
|
)
|
|
$
|
(43,129
|
)
|
Denominator:
|
|
|
|
|
||||
Weighted average common shares outstanding, basic and diluted
|
|
41,031
|
|
|
35,480
|
|
||
Net income (loss) per share - basic and diluted:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(1.08
|
)
|
|
$
|
(1.52
|
)
|
Discontinued operations
|
|
0.19
|
|
|
0.30
|
|
||
Net loss per share - basic and diluted
|
|
$
|
(0.89
|
)
|
|
$
|
(1.22
|
)
|
|
|
2018
|
|
2017
|
||
Outstanding options to purchase common stock
|
|
357
|
|
|
361
|
|
Unvested restricted stock awards
|
|
—
|
|
|
26
|
|
Unvested restricted stock unit awards
|
|
2,757
|
|
|
2,650
|
|
Employee stock purchase plan awards
|
|
122
|
|
|
38
|
|
Bonus and director fees to be paid in stock awards
|
|
734
|
|
|
477
|
|
Convertible senior notes
|
|
7,245
|
|
|
7,245
|
|
|
|
11,215
|
|
|
10,797
|
|
|
|
Years ended December 31,
|
||||||
Revenue from external customers located in
(1)
:
|
|
2018
|
|
2017
|
||||
China
|
|
$
|
28,790
|
|
|
$
|
36,251
|
|
United States
|
|
15,733
|
|
|
7,989
|
|
||
Germany
|
|
12,201
|
|
|
11,641
|
|
||
Hungary
|
|
12,169
|
|
|
13,451
|
|
||
All other countries
(2)
|
|
21,566
|
|
|
18,377
|
|
||
Total
|
|
$
|
90,459
|
|
|
$
|
87,709
|
|
_____________
|
|
|
|
|
Balance Sheet
|
|
Balance at December 31, 2017
|
|
Adjustments Due to ASC 606
|
|
Balance at January 1, 2018
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Trade and other accounts receivable, net of allowance
|
|
$
|
22,712
|
|
|
$
|
227
|
|
|
$
|
22,939
|
|
Inventories
|
|
23,450
|
|
|
(430
|
)
|
|
23,020
|
|
|||
Liabilities and Stockholders’ Equity:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued liabilities
|
|
27,283
|
|
|
37
|
|
|
27,320
|
|
|||
Deferred revenue and other current liabilities
|
|
6,572
|
|
|
(518
|
)
|
|
6,054
|
|
|||
Accumulated deficit
|
|
(247,233
|
)
|
|
278
|
|
|
(246,955
|
)
|
|
|
Year Ended December 31,
|
||
Region:
|
|
2018
|
||
Americas
|
|
$
|
16,255
|
|
Asia Pacific
|
|
39,324
|
|
|
Europe
|
|
34,880
|
|
|
Total
|
|
$
|
90,459
|
|
|
|
Year Ended December 31,
|
||
|
|
2018
|
||
Beginning balance as of December 31, 2017
|
|
$
|
5,234
|
|
Impact of adoption of ASC 606
|
|
(518
|
)
|
|
Increases due to cash received from customers
|
|
3,143
|
|
|
Decreases due to recognition of revenue
|
|
(4,356
|
)
|
|
Other changes
|
|
(24
|
)
|
|
Contract liabilities as of December 31, 2018
|
|
$
|
3,479
|
|
|
|
December 31,
2018 |
|
December 31, 2017
|
||||
Raw materials and purchased parts
|
|
$
|
11,267
|
|
|
$
|
8,259
|
|
Work-in-process
|
|
492
|
|
|
1,026
|
|
||
Finished goods
|
|
12,961
|
|
|
14,165
|
|
||
Consigned inventory
|
|
8,925
|
|
|
—
|
|
||
Total inventories
|
|
$
|
33,645
|
|
|
$
|
23,450
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
1,315
|
|
|
$
|
910
|
|
Acquired liability from Nesscap
|
|
—
|
|
|
773
|
|
||
Product warranties issued
|
|
532
|
|
|
117
|
|
||
Settlement of warranties
|
|
(463
|
)
|
|
(693
|
)
|
||
Changes related to preexisting warranties
|
|
(440
|
)
|
|
208
|
|
||
Ending balance
|
|
$
|
944
|
|
|
$
|
1,315
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Machinery, furniture and office equipment
|
|
$
|
55,146
|
|
|
$
|
50,195
|
|
Leased equipment
|
|
1,911
|
|
|
—
|
|
||
Computer hardware and software
|
|
9,740
|
|
|
8,955
|
|
||
Leasehold improvements
|
|
18,990
|
|
|
17,742
|
|
||
Construction in progress
|
|
4,211
|
|
|
2,310
|
|
||
Property and equipment, gross
|
|
89,998
|
|
|
79,202
|
|
||
Less accumulated depreciation and amortization
|
|
(65,621
|
)
|
|
(59,242
|
)
|
||
Total property and equipment, net
|
|
$
|
24,377
|
|
|
$
|
19,960
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Accounts payable
|
|
$
|
4,675
|
|
|
$
|
17,842
|
|
Income tax payable
|
|
348
|
|
|
415
|
|
||
Accrued warranty
|
|
944
|
|
|
1,315
|
|
||
Consigned inventory liability
|
|
7,078
|
|
|
—
|
|
||
Other accrued liabilities
|
|
3,468
|
|
|
7,711
|
|
||
Total accounts payable and accrued liabilities
|
|
$
|
16,513
|
|
|
$
|
27,283
|
|
|
|
Foreign
Currency Translation Adjustment |
|
Defined Benefit Plans
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Affected Line Items in the Statement of Operations
|
||||||
Balance as of December 31, 2017
|
|
$
|
12,957
|
|
|
$
|
(881
|
)
|
|
$
|
12,076
|
|
|
|
Other comprehensive income (loss) before reclassification
|
|
(1,694
|
)
|
|
—
|
|
|
(1,694
|
)
|
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
(558
|
)
|
|
(558
|
)
|
|
Other components of defined benefit plans, net; and Income from discontinued operations, net of income taxes
|
|||
Other comprehensive income (loss) recognized in connection with divestiture
|
|
(10,869
|
)
|
|
749
|
|
|
(10,120
|
)
|
|
Income from discontinued operations, net of income taxes
|
|||
Total change in accumulated other comprehensive income (loss)
|
|
(12,563
|
)
|
|
191
|
|
|
(12,372
|
)
|
|
|
|||
Balance as of December 31, 2018
|
|
$
|
394
|
|
|
$
|
(690
|
)
|
|
$
|
(296
|
)
|
|
|
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
|
|
|
|
Year Ended December 31,
|
||
|
|
2017
|
||
Net revenues
|
|
$
|
92,875
|
|
Net loss
|
|
(43,849
|
)
|
|
Net loss per share:
|
|
|
||
Basic and diluted
|
|
(1.19
|
)
|
|
Weighted average common shares outstanding:
|
|
|
||
Basic and diluted
|
|
36,809
|
|
•
|
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, 2016
|
$
|
2,343
|
|
Goodwill from Nesscap Acquisition
|
11,624
|
|
|
Foreign currency translation adjustments
|
740
|
|
|
Balance at December 31, 2017
|
14,707
|
|
|
Foreign currency translation adjustments
|
(518
|
)
|
|
Balance at December 31, 2018
|
$
|
14,189
|
|
|
|
As of December 31, 2018
|
||||||||||||||||
|
|
Useful Life
(in years)
|
|
Gross Initial Carrying Value
|
|
Cumulative Foreign Currency Translation Adjustment
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||
Customer relationships - institutional
|
|
14
|
|
$
|
3,200
|
|
|
$
|
57
|
|
|
$
|
(390
|
)
|
|
$
|
2,867
|
|
Customer relationships - non-institutional
|
|
10
|
|
4,400
|
|
|
74
|
|
|
(759
|
)
|
|
3,715
|
|
||||
Trademarks and trade names
|
|
10
|
|
1,500
|
|
|
25
|
|
|
(259
|
)
|
|
1,266
|
|
||||
Developed technology
|
|
8
|
|
2,700
|
|
|
43
|
|
|
(587
|
)
|
|
2,156
|
|
||||
Total intangible assets
|
|
|
|
$
|
11,800
|
|
|
$
|
199
|
|
|
$
|
(1,995
|
)
|
|
$
|
10,004
|
|
|
|
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 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
|
|
||
Costs incurred
|
|
—
|
|
|
45
|
|
||
Amounts paid
|
|
—
|
|
|
(705
|
)
|
||
Accruals released
|
|
—
|
|
|
(157
|
)
|
||
Restructuring liability as of December 31, 2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Principal amount
|
|
$
|
46,000
|
|
|
$
|
46,000
|
|
Unamortized debt discount - equity component
|
|
(6,778
|
)
|
|
(8,144
|
)
|
||
Unamortized debt discount - initial purchaser
|
|
(2,024
|
)
|
|
(2,431
|
)
|
||
Unamortized transaction costs
|
|
(319
|
)
|
|
(383
|
)
|
||
Net carrying value
|
|
$
|
36,879
|
|
|
$
|
35,042
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash interest expense
|
|
|
|
|
||||
Coupon interest expense
|
|
$
|
2,530
|
|
|
$
|
661
|
|
Non-cash interest expense
|
|
|
|
|
||||
Amortization of debt discount - equity component
|
|
1,366
|
|
|
330
|
|
||
Amortization of debt discount - initial purchaser
|
|
407
|
|
|
98
|
|
||
Amortization of transaction costs
|
|
64
|
|
|
16
|
|
||
Total interest expense
|
|
$
|
4,367
|
|
|
$
|
1,105
|
|
Purchase price
|
|
$
|
55,055
|
|
Adjustments to purchase price
|
|
(791
|
)
|
|
Amounts held in escrow
|
|
(859
|
)
|
|
Payment of withholding taxes
|
|
(3,492
|
)
|
|
Cash proceeds received
|
|
49,913
|
|
|
Transaction expenses
|
|
(2,099
|
)
|
|
Net cash proceeds received
|
|
$
|
47,814
|
|
|
|
|
||
Net cash proceeds received
|
|
$
|
47,814
|
|
Net assets of high voltage product line
|
|
(56,718
|
)
|
|
Release of accumulated other comprehensive income from equity
|
|
10,120
|
|
|
Release of withholding tax liabilities
|
|
890
|
|
|
Release of employee liabilities and cancellation of equity awards
|
|
488
|
|
|
Payment of withholding taxes
|
|
3,492
|
|
|
Amounts held back in escrow
|
|
859
|
|
|
Gain on sale of high voltage product line, before income taxes
|
|
6,945
|
|
|
Income tax related to gain on sale
|
|
(1,534
|
)
|
|
Gain on sale, net of income taxes
|
|
$
|
5,411
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Revenue
|
|
$
|
22,620
|
|
|
$
|
42,659
|
|
Cost of revenue
|
|
13,035
|
|
|
19,462
|
|
||
Gross profit
|
|
9,585
|
|
|
23,197
|
|
||
Operating expenses:
|
|
|
|
|
||||
Selling, general and administrative
|
|
6,886
|
|
|
7,884
|
|
||
Research and development
|
|
2,087
|
|
|
2,084
|
|
||
Total operating expenses
|
|
8,973
|
|
|
9,968
|
|
||
Income from operations of discontinued operations
|
|
612
|
|
|
13,229
|
|
||
Other components of defined benefit plans, net
|
|
938
|
|
|
628
|
|
||
Other income and expense, net
|
|
(78
|
)
|
|
(26
|
)
|
||
Gain on sale of high voltage product line, net of income taxes
|
|
5,411
|
|
|
—
|
|
||
Income tax benefit (provision)
|
|
1,011
|
|
|
(3,098
|
)
|
||
Income from discontinued operations, net of income taxes
|
|
$
|
7,894
|
|
|
$
|
10,733
|
|
|
|
December 31
|
||
|
|
2017
|
||
Cash and cash equivalents
|
|
$
|
3,930
|
|
Trade and other accounts receivable, net of allowance for doubtful accounts
|
|
8,931
|
|
|
Inventories
|
|
8,778
|
|
|
Prepaid expenses and other current assets
|
|
824
|
|
|
Current assets of discontinued operations
|
|
$
|
22,463
|
|
|
|
|
||
Property and equipment, net
|
|
8,084
|
|
|
Goodwill
|
|
21,354
|
|
|
Pension asset
|
|
11,712
|
|
|
Non-current assets of discontinued operations
|
|
$
|
41,150
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
|
5,475
|
|
|
Accrued employee compensation
|
|
652
|
|
|
Deferred revenue and other current liabilities
|
|
97
|
|
|
Short-term borrowings and current portion of long-term debt
|
|
33
|
|
|
Current liabilities of discontinued operations
|
|
$
|
6,257
|
|
|
|
|
||
Deferred tax liability, long-term
|
|
3,774
|
|
|
Long-term debt, excluding current portion
|
|
82
|
|
|
Other long-term liabilities
|
|
127
|
|
|
Non-current liabilities of discontinued operations
|
|
$
|
3,983
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance at December 31, 2017
|
|
361
|
|
|
$
|
8.05
|
|
|
|
|
|
||
Granted
|
|
30
|
|
|
5.37
|
|
|
|
|
|
|||
Cancelled
|
|
(35
|
)
|
|
9.41
|
|
|
|
|
|
|||
Balance at December 31, 2018
|
|
356
|
|
|
7.69
|
|
|
5.65
|
|
$
|
—
|
|
|
Vested or expected to vest at December 31, 2018
|
|
354
|
|
|
7.70
|
|
|
5.64
|
|
—
|
|
||
Exercisable at December 31, 2018
|
|
270
|
|
|
8.20
|
|
|
5.10
|
|
—
|
|
|
|
Years Ended December 31,
|
||||
|
|
2018
|
|
2017
|
||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
Expected volatility weighted average
|
|
54
|
%
|
|
59
|
%
|
Risk-free interest rate
|
|
3.0
|
%
|
|
1.9
|
%
|
Expected life/term weighted average (in years)
|
|
5.5
|
|
|
5.5
|
|
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Nonvested at December 31, 2017
|
|
26
|
|
|
$
|
14.57
|
|
Vested
|
|
(25
|
)
|
|
14.57
|
|
|
Forfeited
|
|
(1
|
)
|
|
14.57
|
|
|
Nonvested at December 31, 2018
|
|
—
|
|
|
—
|
|
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Nonvested at December 31, 2017
|
|
2,650
|
|
|
$
|
6.16
|
|
Granted
|
|
1,544
|
|
|
6.12
|
|
|
Released
|
|
(570
|
)
|
|
5.92
|
|
|
Vested with deferred settlement
|
|
(45
|
)
|
|
5.64
|
|
|
Forfeited
|
|
(821
|
)
|
|
6.22
|
|
|
Nonvested at December 31, 2018
|
|
2,758
|
|
|
6.18
|
|
|
|
Years Ended December 31
|
|||||||||||
|
|
2018
|
|
2017
|
|||||||||
|
|
Shares granted
(in thousands) |
|
Average grant date fair value
|
|
Shares granted
(in thousands) |
|
Average grant date fair value
|
|||||
Service-based
|
|
1,111
|
|
$
|
5.70
|
|
|
1,270
|
|
|
$
|
5.53
|
|
Performance objectives
|
|
78
|
|
5.85
|
|
|
158
|
|
|
5.73
|
|
||
Market-condition
|
|
355
|
|
7.49
|
|
|
368
|
|
|
7.22
|
|
||
Total RSUs granted
|
|
1,544
|
|
6.12
|
|
|
1,796
|
|
|
5.89
|
|
|
|
Years Ended December 31,
|
||||
|
|
2018
|
|
2017
|
||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
|
41% - 47%
|
|
|
53
|
%
|
Risk-free interest rate
|
|
2.36% - 2.60%
|
|
|
1.55
|
%
|
Expected term (in years)
|
|
2.5 - 2.9
|
|
|
2.8
|
|
|
|
Years Ended December 31,
|
||||||
RSU Type
|
|
2018
|
|
2017
|
||||
Service-based
|
|
$
|
4,054
|
|
|
$
|
3,268
|
|
Performance objectives
|
|
320
|
|
|
379
|
|
||
Market-condition
|
|
1,912
|
|
|
1,539
|
|
||
|
|
$
|
6,286
|
|
|
$
|
5,186
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
||
Expected volatility
|
|
42
|
%
|
|
34
|
%
|
||
Risk-free interest rate
|
|
1.88
|
%
|
|
0.89
|
%
|
||
Expected life (in years)
|
|
0.50
|
|
|
0.45
|
|
||
Fair value per share
|
|
$
|
1.28
|
|
|
$
|
1.30
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Stock options
|
|
$
|
271
|
|
|
$
|
237
|
|
Restricted stock awards
|
|
83
|
|
|
416
|
|
||
Restricted stock units
|
|
6,286
|
|
|
5,186
|
|
||
ESPP
|
|
148
|
|
|
114
|
|
||
Bonuses settled in stock
|
|
1,986
|
|
|
2,826
|
|
||
Director fees settled in stock
|
|
304
|
|
|
258
|
|
||
Total stock-based compensation expense, including discontinued operations
|
|
9,078
|
|
|
9,037
|
|
||
Less: stock-based compensation expense related to discontinued operations
|
|
(31
|
)
|
|
(798
|
)
|
||
Total stock-based compensation expense, continuing operations
|
|
$
|
9,047
|
|
|
$
|
8,239
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cost of revenue
|
|
$
|
1,077
|
|
|
$
|
948
|
|
Selling, general and administrative
|
|
6,635
|
|
|
6,065
|
|
||
Research and development
|
|
1,335
|
|
|
1,226
|
|
||
Total stock-based compensation expense
|
|
$
|
9,047
|
|
|
$
|
8,239
|
|
2013 Omnibus Equity Incentive Plan
|
3,067,729
|
|
2004 Employee Stock Purchase Plan
|
458,065
|
|
Total
|
3,525,794
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Federal:
|
|
|
|
|
||||
Current
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
|
|
(5,763
|
)
|
|
18,646
|
|
||
|
|
(5,763
|
)
|
|
18,646
|
|
||
State:
|
|
|
|
|
||||
Current
|
|
7
|
|
|
5
|
|
||
Deferred
|
|
(651
|
)
|
|
231
|
|
||
|
|
(644
|
)
|
|
236
|
|
||
Foreign:
|
|
|
|
|
||||
Current
|
|
405
|
|
|
519
|
|
||
Deferred
|
|
(703
|
)
|
|
(1,880
|
)
|
||
|
|
(298
|
)
|
|
(1,361
|
)
|
||
(Decrease) increase in valuation allowance
|
|
5,609
|
|
|
(16,962
|
)
|
||
Tax provision
|
|
$
|
(1,096
|
)
|
|
$
|
559
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Taxes at federal statutory rate
|
|
$
|
(9,563
|
)
|
|
$
|
(18,123
|
)
|
State taxes, net of federal benefit
|
|
(97
|
)
|
|
(236
|
)
|
||
Effect of tax rate differential for foreign subsidiary
|
|
176
|
|
|
(340
|
)
|
||
Valuation allowance, including tax benefits of stock activity
|
|
5,609
|
|
|
(16,962
|
)
|
||
Tax rate change
|
|
(244
|
)
|
|
34,732
|
|
||
Discontinued operations
|
|
1,927
|
|
|
—
|
|
||
Stock-based compensation
|
|
513
|
|
|
224
|
|
||
Foreign withholding taxes
|
|
414
|
|
|
295
|
|
||
Return to provision adjustments
|
|
667
|
|
|
(2,931
|
)
|
||
Subpart F income inclusion
|
|
—
|
|
|
2,998
|
|
||
SEC settlement penalty
|
|
—
|
|
|
959
|
|
||
Business combination
|
|
—
|
|
|
(1,914
|
)
|
||
Other, net
|
|
(498
|
)
|
|
1,857
|
|
||
Tax provision
|
|
$
|
(1,096
|
)
|
|
$
|
559
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Tax loss carryforwards
|
|
$
|
53,834
|
|
|
$
|
50,183
|
|
Accrued foreign taxes
|
|
—
|
|
|
1,044
|
|
||
Research and development and other tax credit carryforwards
|
|
1,149
|
|
|
792
|
|
||
Uniform capitalization, contract and inventory related reserves
|
|
1,388
|
|
|
982
|
|
||
Accrued vacation
|
|
327
|
|
|
301
|
|
||
Allowance for doubtful accounts
|
|
147
|
|
|
161
|
|
||
Stock-based compensation
|
|
2,309
|
|
|
2,029
|
|
||
Capitalized research and development
|
|
2,688
|
|
|
3,043
|
|
||
Tax basis depreciation less book depreciation
|
|
1,888
|
|
|
1,492
|
|
||
Pension assets
|
|
992
|
|
|
1,022
|
|
||
Deferred revenue
|
|
798
|
|
|
175
|
|
||
163(j) interest limitation
|
|
1,135
|
|
|
—
|
|
||
Other
|
|
1,741
|
|
|
2,367
|
|
||
Total
|
|
68,396
|
|
|
63,591
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Withholding tax on undistributed earnings of foreign subsidiary
|
|
—
|
|
|
(4,879
|
)
|
||
Intangible assets
|
|
(978
|
)
|
|
(1,514
|
)
|
||
Foreign exchange gains/losses
|
|
(183
|
)
|
|
(351
|
)
|
||
Total
|
|
(1,161
|
)
|
|
(6,744
|
)
|
||
Net deferred tax assets before valuation allowance
|
|
67,235
|
|
|
56,847
|
|
||
Valuation allowance
|
|
(67,012
|
)
|
|
(61,403
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
223
|
|
|
$
|
(4,556
|
)
|
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
|
|
|
Increase in current period positions
|
1,167
|
|
|
Increase in prior period positions
|
340
|
|
|
Decrease in prior period positions
|
(32
|
)
|
|
Balance at December 31, 2018
|
$
|
17,617
|
|
Fiscal Years
|
|
||
2019
|
$
|
2,848
|
|
2020
|
2,736
|
|
|
2021
|
2,735
|
|
|
2022
|
2,202
|
|
|
2023
|
1,218
|
|
|
Thereafter
|
2,814
|
|
|
Total
|
$
|
14,553
|
|
|
|
Year ended December 31,
|
|
April 29 through December 31,
|
||||
|
|
2018
|
|
2017
|
||||
Change in benefit obligation:
|
|
|
|
|
||||
Beginning benefit obligation
|
|
$
|
3,966
|
|
|
$
|
3,360
|
|
Service cost
|
|
590
|
|
|
361
|
|
||
Interest cost
|
|
110
|
|
|
55
|
|
||
Benefits paid
|
|
(503
|
)
|
|
(212
|
)
|
||
Actuarial loss
|
|
518
|
|
|
174
|
|
||
Effect of foreign currency translation
|
|
(172
|
)
|
|
228
|
|
||
Projected benefit obligation at end of year
|
|
4,509
|
|
|
3,966
|
|
||
Fair value of plan assets
|
|
20
|
|
|
24
|
|
||
Unfunded status at end of year
|
|
$
|
4,489
|
|
|
$
|
3,942
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net defined benefit plan liability
|
|
$
|
4,489
|
|
|
$
|
3,942
|
|
|
|
|
|
|
||||
Accumulated other comprehensive loss includes the following:
|
|
|
|
|
||||
Actuarial loss before taxes
|
|
$
|
692
|
|
|
$
|
174
|
|
|
|
Year ended December 31,
|
|
April 29 through December 31,
|
||||
|
|
2018
|
|
2017
|
||||
Components of net periodic defined benefit plan cost:
|
|
|
|
|
||||
Service cost
|
|
$
|
590
|
|
|
$
|
361
|
|
Interest cost
|
|
110
|
|
|
55
|
|
||
Net periodic defined benefit plan cost
|
|
$
|
700
|
|
|
$
|
416
|
|
Other amounts recognized in other comprehensive income (loss) before income taxes are as follows:
|
|
|
|
|
||||
Actuarial loss on benefit obligation
|
|
$
|
518
|
|
|
$
|
174
|
|
Total loss recognized in other comprehensive income (loss), before taxes
|
|
518
|
|
|
174
|
|
||
Total loss recognized in net periodic defined benefit plan cost and other comprehensive income (loss), before taxes
|
|
$
|
1,218
|
|
|
$
|
590
|
|
|
|
Year ended December 31,
|
|
April 29 through December 31,
|
||
|
|
2018
|
|
2017
|
||
Discount rate
|
|
2.46
|
%
|
|
2.98
|
%
|
Rate of compensation increase
|
|
6.96
|
%
|
|
6.11
|
%
|
2019
|
$
|
372
|
|
2020
|
364
|
|
|
2021
|
419
|
|
|
2022
|
331
|
|
|
2023
|
414
|
|
|
Years 2024 through 2028
|
1,293
|
|
|
Total
|
$
|
3,193
|
|
|
|
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, 2017
|
|
22
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
32
|
|
December 31, 2018
|
|
32
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
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
|
Name and Age
|
|
Period Served as a Director, Positions and
Other Relationships with the Company, and Business Experience
|
Jörg Buchheim, 51
(Class II) |
|
Mr. Jörg Buchheim was appointed as a Class II director in July 2016 and serves as a member of the Strategic Alliance Committee. Mr. Buchheim has been the president and CEO of INALFA Roof Systems B.V., a top 3 global supplier of vehicle roof systems located in Europe, since July 2016 and previously served as senior vice president and chief sales officer of Maxwell from March 2016 to June 2016. From 2002 through 2015 he worked at HELLA KGaA Hueck & Co. in a series of senior sales and management positions, including as president and chief executive officer of HELLA China and a member of the HELLA Group Management Board based out of Shanghai. He previously served as HELLA’s global key account manager for Indian OEMs and Hyundai/Kia as well as vice president sales and marketing for Shanghai, China. Prior to joining HELLA, Buchheim worked in European key account sales for Mitsubishi Electric and in project management for Spoerle / Arrow. Mr. Buchheim studied electrical engineering at the University of Applied Sciences in Düsseldorf and graduated with a diploma thesis focused on hybrid vehicles which he completed at the BMW Group Research and Innovation Center.
Individual experience: Dr. Buchheim’s extensive experience as a senior executive of numerous companies, including his current position as chief executive officer of an automotive systems company, global automotive industry experience and breadth of knowledge concerning the international marketplace, including his extensive business experience and know-how to establish and grow business in the Chinese market, combined with his extensive network in China, make him further qualified to serve as a director. |
Burkhard Goeschel, 73
(Class II) |
|
Dr. Goeschel was appointed a Class II director in February 2007. He serves as the Chairperson of the Strategic Alliance Committee and as a member of the Governance and Nominating Committee. Since January 2013, he has been senior advisor with Roland Berger Strategy Consultants, a leading global strategy consultancy. From 2007 through 2012, he was chief technology officer of MAGNA International, a leading global supplier of technologically advanced automotive systems, components and complete modules. From 2000 until his retirement in 2006, he was a member of the six-person management board of BMW Group, with overall responsibility for research, development and purchasing. Before beginning his career with BMW in 1978, he spent two years as a group leader for engine product development with Daimler Benz. He is an honorary professor of the Technical University in Graz, Austria, holds an honorary doctorate from the Technical University of Munich and is senator and a member of the university’s management board and a trustee of its Institute for Advanced Studies. Further, he is honorary president of the German Research Association for Internal Combustion Engines, is a member of the Council for Technical Sciences of the Union of German Academies of Sciences and Humanities and was general chairperson of the Society of Automotive Engineers 2006 World Congress. In January 2013, Dr. Goeschel was honored by the State of Austria with the Great Golden Cross of the State of Austria.
Individual experience: Dr. Goeschel’s global automotive industry experience, breadth of knowledge concerning the international marketplace, and prior experience at BMW Group and MAGNA International, in addition to a strong technical background and his deep view into the strategic developments of the automotive industry from his experience as a senior advisor with Roland Berger Strategy Consultants, make him further qualified to serve as a director.
|
Name and Age
|
|
Period Served as a Director, Positions and
Other Relationships with the Company, and Business Experience
|
Ilya Golubovich, 33
(Class II) |
|
Mr. Golubovich was appointed as a Class II director in May 2017 and serves as a member of the Compensation Committee, the Governance and Nominating Committee and the Strategic Alliance Committee. Mr. Golubovich is the founding partner of I2BF Global Ventures, a New York based venture capital group focused on early stage technology investments with over $400 million under management. I2BF’s portfolio includes over 40 companies working in cleantech, biotechnology, materials science, IT and aerospace technology sectors. He is a member of the board of directors of Dauria Aerospace, Russia’s first private space company; Primus Power, a Silicon Valley based developer and producer of advanced flow batteries; E La Carte, a Silicon Valley based restaurant and hospitality automation company; and ServiceTitan, a Glendale-based field service management company. Mr. Golubovich is also a member of the Venture Advisory Council and Mentorship Board of the Skolkovo Foundation as well as the Advisory Council of the Physics and Astronomy Department of Johns Hopkins University. He formerly worked at the Energy Department of the London office of Louis Dreyfus in commodity trading and as a project manager at the Siberian Internet Company (Sibintek). He holds a management science and engineering degree from Stanford University.
Individual experience: Mr. Golubovich’s broad and varied experience in advising and overseeing companies in the technology sectors, including, notably, his experience with a former ultracapacitor company, along with his expansive geographical exposure to these industries and opportunities make him further qualified to serve as a director.
|
Richard Bergman, 55
(Class III) |
|
Mr. Bergman was appointed as a Class III director in May 2015. He serves as the Chairperson of the Compensation Committee and as a member of the Audit Committee. Mr. Bergman is president and chief executive officer of Synaptics, Inc., a leading developer of human interface solutions for intelligent devices. He joined Synaptics in 2011, after serving in a series of senior executive positions with AMD, where he was senior vice president and general manager of AMD’s Product Group from May 2009 to September 2011, and senior vice president and general manager of AMD’s Graphics Product Group (GPG) from October 2006 to May 2009. Prior to AMD, he held other senior management positions in the technology industry at ATI, S3 Graphics, Texas Instruments and IBM.
Individual Experience: Mr. Bergman’s expertise comes from a career of managing multi-national companies, including in the developing growth markets and related to corporations undergoing restructuring initiatives. Mr. Bergman’s personal experience with critical human resources and compensation-related matters provides unique insight into such practices. |
John Mutch, 62
(Class III) |
|
Mr. Mutch was appointed as a Class III director in April 2017. He serves as the Chairperson of the Audit Committee and as a member of the Strategic Alliance Committee. Mr. Mutch is the founder and managing partner of MV Advisors LLC, a diversified investment firm which provides focused investment and operational guidance to both private and public companies founded in 2006. Mr. Mutch is a technology industry executive with more than 30 years of experience. From 2003 to 2005, he served as the president and chief executive officer of Peregrine Systems Inc. and successfully restructured the company, culminating in the sale of Peregrine to Hewlett-Packard (HP). From 1999 to 2002, he served as chief executive officer of HNC Software Inc., where he served initially as vice president of marketing and corporate development from 1997 to 1998 and then as president of HNC Software Inc. Insurance Solutions from 1998 to 1999. In his earlier career, Mr. Mutch served a variety of positions, including with Microsoft Corporation. Mr. Mutch is currently the chairman of the board of Aviat Networks, a Nasdaq-listed global provider of microwave networking solutions, where he also serves as the chairperson of the audit committee and as a member of the governance and nominating committee. He currently also serves on the board of Agilysys, Inc., a Nasdaq-listed leading technology company that provides innovative mobile and wireless solutions and services to the hospitality industry, where he serves as a member of the audit committee and compensation committee. He also serves on the board of RhythmOne plc, a LSE AIM-listed company in the digital advertising space which acquired Yume, Inc., in early 2018 where he served as a board member just prior to the acquisition. Mr. Mutch previously served on the board of Quantum Corporation.
Individual experience: Mr. Mutch been an executive and investor in the technology industry for over 30 years and has a long, sustained track record of creating shareholder value. He has been a public and private company chief executive officer leading companies to significant revenue growth and profitability improvement. Mr. Mutch has served on the board of directors of numerous public and private companies. |
Name and Age
|
|
Period Served as a Director, Positions and
Other Relationships with the Company, and Business Experience
|
Steven Bilodeau, 60 (Class I)
|
|
Mr. Steve Bilodeau was appointed as a Class I director in May of 2016 and serves as the Chairperson of the Board effective as of the 2017 Annual Shareholder Meeting. He also serves as the Chairperson for the Governance and Nominating Committee and as a member of the Audit Committee and the Compensation Committee. Mr. Bilodeau was chief executive officer of Standard Microsystems Corporation (SMSC) from 1999–2008 where he also served as chairman from 2000-2012. Mr. Bilodeau currently serves as a director of Cohu, Inc., and is a member of the audit, compensation, and governance & nominating committees as well as serving as the chair of the compensation committee. He has also previously served as a director of NuHorizons Electronic Corp., Conexant Systems Inc., and Gennum Corporation.
Individual experience: Mr. Bilodeau’s extensive experience including more than thirty years of general management and operations experience, as well as extensive experience serving on numerous high technology public company boards make him a valuable resource and sounding board as we continue to pursue new avenues for growth in international markets and further qualifies him to serve as a director. |
Franz Fink, 57
(Class I) |
|
Dr. Fink joined Maxwell as President and Chief Executive Officer effective as of May 1, 2014. Immediately prior to joining Maxwell, Dr. Fink was an independent business consultant, assisting companies in the industrial and automotive markets with business optimization and growth initiatives. From 2006 to 2012, Dr. Fink served as president and chief executive officer of Gennum Corp., a leading supplier of high-speed analog and mixed-signal semiconductors for the optical communications, networking, and video broadcast markets that was listed on the Toronto Stock Exchange before being acquired by Semtech Corp. in March 2012. From 2003 to 2006, Dr. Fink was senior vice president and general manager of the Wireless and Mobile Systems Group of Austin, Texas-based Freescale Semiconductor, Inc. From 1991 through 2003, Dr. Fink held a series of senior management positions in the Semiconductor Products Sector of Motorola Corp. in Germany, the United Kingdom and the United States. Dr. Fink holds a doctorate in natural sciences from the department of computer-aided design and a master’s degree in computer science and electrical engineering from the Technical University of Munich, Germany.
Individual experience: Dr. Fink is a seasoned technology executive with an established track record of bringing innovative products to the automotive, telecommunications and other global markets. Further, his broad experience in international business operations in addition to his advanced technical education background make him qualified to serve as a director. |
Name
|
|
Age
|
|
Position(s)
|
Franz Fink
|
|
57
|
|
President, Chief Executive Officer and Director
|
David Lyle
|
|
54
|
|
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
|
Everett Wiggins
|
|
55
|
|
Vice President, Operations
|
Emily Lough
|
|
37
|
|
Vice President, General Counsel and Secretary
|
Item 11.
|
Executive Compensation
|
Name
|
|
Age
|
|
Position(s)
|
Franz Fink
|
|
57
|
|
President, Chief Executive Officer and Director
|
David Lyle
|
|
54
|
|
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
|
Everett Wiggins
|
|
55
|
|
Vice President, Operations
|
Name and Principal Position
|
|
Year
|
|
Salary
(1)
($)
|
|
Stock Awards
(2)
($)
|
|
Option Awards
(2)
($)
|
|
Non-Equity Incentive Plan Compensation
(3)
($)
|
|
All Other Compensation ($)
|
|
Total
($)
|
||||||
Franz Fink, Ph.D.
President, Chief Executive Officer and Director
|
|
2018
|
|
500,000
|
|
|
1,308,394
|
|
|
—
|
|
|
325,000
|
|
|
41,250
|
|
(4)
|
2,174,644
|
|
|
2017
|
|
500,000
|
|
|
1,494,310
|
|
|
—
|
|
|
540,000
|
|
|
41,111
|
|
(4)
|
2,575,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
David Lyle
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
|
|
2018
|
|
375,000
|
|
|
513,075
|
|
|
—
|
|
|
146,250
|
|
|
43,192
|
|
(5)
|
1,077,517
|
|
|
2017
|
|
375,000
|
|
|
964,066
|
|
|
—
|
|
|
243,000
|
|
|
47,053
|
|
(5)
|
1,629,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Everett Wiggins
Vice President, Operations
|
|
2018
|
|
247,919
|
|
|
299,663
|
|
|
—
|
|
|
81,503
|
|
|
30,303
|
|
(6)
|
659,388
|
|
|
2017
|
|
238,108
|
|
|
316,041
|
|
|
—
|
|
|
128,578
|
|
|
30,026
|
|
(6)
|
712,753
|
|
(1)
|
The amount of salary for Dr. Fink, Mr. Lyle and Mr. Wiggins reflects that 2018 and 2017 each contained 26 biweekly pay periods.
|
(2)
|
The amounts shown do not reflect compensation actually received by the NEOs. Instead, the amounts in these columns represent the grant date fair value of the equity awards in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic No. 718, without regard to estimated forfeitures. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance condition. See Note 10 of the notes to our consolidated financial statements in this Form 10-K for a discussion of all assumptions made by the Company in determining the values of its equity awards.
|
(3)
|
The amounts in this column reflect annual incentive bonus awards earned in the year reported by the named executive officers under our annual bonus plan, although the actual payment occurs in the subsequent year. Amounts related to 2018 are preliminary as they are pending certification by the Company’s compensation committee. At the Company’s discretion, our NEOs 2018 annual incentive bonus awards will be settled in the form of fully vested RSU awards or cash in 2019. At the Company’s discretion, our NEOs 2017 annual incentive bonus awards were settled in the form of fully vested RSU awards in February 2018.
|
(4)
|
For 2018, this amount includes $16,000 in car allowance, $17,000 in health and welfare benefits and $8,250 in 401(k) matching contributions. For 2017, this amount includes $16,000 in car allowance, $17,011 in health and welfare benefits and $8,100 in 401(k) matching contributions.
|
(5)
|
For 2018, this amount includes $16,000 in car allowance, $19,372 in health and welfare benefits and $7,820 in 401(k) matching contributions. For 2017, this amount includes $16,000 in car allowance, $23,344 in health and welfare benefits and $7,709 in 401(k) matching contributions.
|
(6)
|
For 2018, this amount includes $22,885 in health and welfare benefits and $5,620 in 401(k) matching contributions. For 2017, this amount includes $22,883 in health and welfare benefits and $7,143 in 401(k) matching contributions.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||
Name
|
|
Number of Securities Underlying Vested Unexercised Options (#)
|
|
Number of Securities Underlying Unvested Unexercised Options
(#)
(1)
|
|
Option Exercise Price
($/Sh)
|
|
Option Expiration Date
|
|
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
(1)
|
|
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
(9)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(10)
|
||||||||
|
Exercisable
|
|
Unexercisable
|
|
|
|
||||||||||||||||||
Franz Fink
|
|
73,626
|
|
|
24,541
|
|
(2)
|
7.33
|
|
|
3/13/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
77,500
|
|
(4)
|
160,425
|
|
|
116,250
|
|
(4)
|
240,638
|
|
||||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,000
|
|
(5)
|
142,830
|
|
|
131,100
|
|
(5)
|
271,377
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,224
|
|
(6)
|
95,684
|
|
|
90,467
|
|
(6)
|
187,267
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,970
|
|
(10)
|
64,108
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,790
|
|
(7)
|
26,475
|
|
|
—
|
|
|
—
|
|
David Lyle
|
|
25,160
|
|
|
8,386
|
|
(3)
|
6.03
|
|
|
5/11/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
(4)
|
62,100
|
|
|
45,000
|
|
(4)
|
93,150
|
|
||||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
(5)
|
62,100
|
|
|
38,000
|
|
(5)
|
78,660
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
(11)
|
82,800
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,260
|
|
(6)
|
39,868
|
|
|
37,695
|
|
(6)
|
78,029
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,003
|
|
(8)
|
26,916
|
|
|
—
|
|
|
—
|
|
Everett Wiggins
|
|
10,602
|
|
|
3,534
|
|
(2)
|
7.33
|
|
|
3/13/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
22,500
|
|
(4)
|
46,575
|
|
|
22,500
|
|
(4)
|
46,575
|
|
||||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,750
|
|
(5)
|
38,813
|
|
|
23,750
|
|
(5)
|
49,163
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,630
|
|
(6)
|
19,934
|
|
|
18,847
|
|
(6)
|
39,013
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,841
|
|
(7)
|
3,811
|
|
|
9,823
|
|
(7)
|
20,334
|
|
(1)
|
In general, stock options and restricted stock unit awards held by our named executive officers will vest in full, at target levels, following involuntary termination or resignation following the occurrence of certain triggering events within a specified period following a change in control of the Company. Upon a change in control of the Company, certain service-based and performance-based restricted stock units held by our named executive officers will vest in full, regardless of whether the named executive officer terminates or resigns following a triggering event. These provisions are described in greater detail in “Potential Payments upon Termination or Change in Control” below.
|
(2)
|
In March 2015, Dr. Fink and Mr. Wiggins were granted 98,167 and 14,136 stock options, respectively, with service-based vesting in equal, annual installments over four years of continuous service.
|
(3)
|
In May 2015, Mr. Lyle was granted 33,546 stock options with service-based vesting in equal, annual installments over four years of continuous service.
|
(4)
|
In February 2018, Dr. Fink, Mr. Lyle and Mr. Wiggins were granted 193,750, 75,000 and 45,000 restricted stock unit awards, respectively, of which 77,500, 30,000 and 22,500, respectively, were service-based restricted stock units vesting in equal, annual installments over four years of continuous service. The remaining 116,250, 45,000 and 22,500 awards granted to Dr. Fink, Mr. Lyle and Mr. Wiggins, respectively, were performance-based market stock units with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three-year performance periods. The potential payout ranges from 0% to 200% of the grant target quantity.
|
(5)
|
In March 2017, Dr. Fink, Mr. Lyle and Mr. Wiggins were granted 230,000, 80,000 and 50,000 restricted stock unit awards, respectively, of which 92,000, 40,000 and 25,000, respectively, were service-based restricted stock units vesting in equal, annual installments over four years of continuous service. The remaining 138,000, 40,000 and 25,000 awards granted to Dr. Fink, Mr. Lyle and Mr. Wiggins, respectively, were performance-based market stock units with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three-year performance periods. The potential payout ranges from 0% to 200% of the grant target quantity.
|
(6)
|
In January 2016, Dr. Fink, Mr. Lyle and Mr. Wiggins were granted 184,900, 77,042 and 38,520 restricted stock unit awards, respectively, of which 92,450, 38,521 and 19,260, respectively, were service-based restricted stock units vesting in equal, annual installments over four years of continuous service. The remaining 92,450, 38,521 and 19,260 awards granted to Dr. Fink, Mr. Lyle and Mr. Wiggins, respectively, were performance-based market stock units with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three-year performance periods. The potential payout ranges from 0% to 200% of the grant target quantity.
|
(7)
|
In March 2015, Dr. Fink and Mr. Wiggins were granted 51,160 and 7,367 service-based restricted stock unit awards, respectively, vesting in equal, annual installments over four years of continuous service.
|
(8)
|
In May 2015, Mr. Lyle was granted 52,012 service-based restricted stock unit awards vesting in equal, annual installments over four years of continuous service.
|
(9)
|
Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing price of the Company common stock on December 31, 2018, which was $2.07. The actual value realized by the officer depends on whether the shares vest and the future performance of our common stock.
|
(10)
|
In February 2016, Dr. Fink was granted 46,224 restricted stock unit awards with vesting contingent upon the achievement of two key strategic milestones. Vesting related to the first milestone, which represents 33% of the awards, was contingent on achievement of the first milestone by December 31, 2016. The first milestone was achieved during 2016 and the related awards vested. Vesting related to the second milestone, which represents 67% of the awards, is contingent on achievement of the second milestone by December 31, 2019.
|
(11)
|
In April 2017, Mr. Lyle was granted 80,000 restricted stock unit awards with vesting contingent upon the achievement of two key strategic milestones. Vesting related to the first milestone, which represents 50% of the awards, was contingent on achievement of the first milestone by December 31, 2017. The first milestone was achieved during 2017 and the related awards vested. Vesting related to the second milestone, which represents 50% of the awards, is contingent on achievement of the second milestone by December 31, 2018. and subsequent certification by the Company’s compensation committee, which has not yet occurred.
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards
(7)
($)
|
|
Total ($)
|
|||
Richard Bergman
|
|
67,993
|
|
(1)
|
119,995
|
|
|
187,988
|
|
Steven Bilodeau
|
|
117,000
|
|
(2)
|
119,995
|
|
|
236,995
|
|
Jörg Buchheim
|
|
55,991
|
|
(3)
|
119,995
|
|
|
175,986
|
|
Burkhard Goeschel, Ph.D.
|
|
69,996
|
|
(4)
|
119,995
|
|
|
189,991
|
|
Ilya Golubovich
|
|
66,992
|
|
(5)
|
119,995
|
|
|
186,987
|
|
John Mutch
|
|
71,000
|
|
(6)
|
119,995
|
|
|
190,995
|
|
(1)
|
Mr. Bergman is the Chairperson of the Compensation Committee and a member of the Audit Committee. Pursuant to Mr. Bergman’s election to receive payment of director’s fees in fully vested restricted stock units, $67,993 of director’s fees were settled with 19,218 shares of fully vested restricted stock units.
|
(2)
|
Mr. Bilodeau is the Chairperson of the Board and the Chairperson of the Governance and Nominating Committee. He is also a member of the Audit Committee and Compensation Committee.
|
(3)
|
Mr. Buchheim is a member of the Strategic Alliance Committee. Pursuant to Mr. Buchheim’s election to receive payment of his 2018 director’s fees in fully vested restricted stock units, $55,991 of director’s fees were settled with 15,826 shares of fully vested restricted stock units.
|
(4)
|
Dr. Goeschel is the Chairperson of the Strategic Alliance Committee and a member of the Governance and Nominating Committee. Pursuant to Dr. Goeschel’s election to receive payment of his 2018 director’s fees in fully vested restricted stock units, $69,996 of director’s fees were settled with 19,784 shares of fully vested restricted stock units.
|
(5)
|
Mr. Golubovich is a member of the Compensation Committee, Strategic Alliance Committee and Governance and Nominating Committee. Pursuant to Mr. Golubovich’s election to receive payment of his 2018 director’s fees in fully vested restricted stock units, $66,992 of director’s fees were settled with 18,935 shares of fully vested restricted stock units.
|
(6)
|
Mr. Mutch is the Chairperson of the Audit Committee and a member of the Strategic Alliance Committee.
|
(7)
|
The amounts in this column represent the grant date fair value of equity awards granted during the year ended December 31, 2018. The amounts for each director consist of 19,785 restricted stock units and 5,000 stock options granted to each of the directors on May 15, 2018 with grant date fair values of $106,245 and $13,750, respectively, per director. The assumptions used to compute the grant date fair value of the stock awards are set forth in Note 10 of this Form 10-K. As of December 31, 2018, each director held 19,785 unvested restricted stock units and 5,000 unvested stock options.
|
Plan Category
|
|
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
|
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(2)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in the First Column)
|
|
||||
Equity compensation plans approved by security holders
|
|
4,101,365
|
|
(1)
|
|
$
|
7.86
|
|
|
3,525,794
|
|
(3)
|
Equity compensation plans not approved by security holders
|
|
46,549
|
|
(4)
|
|
6.03
|
|
|
—
|
|
|
|
Total
|
|
4,147,914
|
|
|
|
$
|
7.69
|
|
|
3,525,794
|
|
|
(1)
|
Includes 322,571 stock options and 3,778,794 restricted stock units outstanding, at maximum.
|
(2)
|
Calculated without taking into account the 3,791,797 shares of common stock subject to outstanding RSUs, at maximum, that become issuable as those units vest, without any cash consideration or other payment required for such shares.
|
(3)
|
Includes 458,065 shares available for future issuance under the 2004 Employee Stock Purchase Plan and 3,067,729 shares available for future issuance under the 2013 Omnibus Equity Incentive Plan.
|
(4)
|
Includes 33,546 stock options and 13,003 restricted stock units granted to Mr. Lyle as a material inducement for commencement of employment with Maxwell. The terms and conditions of such awards are substantially similar to those for stock options and restricted stock units granted under the 2013 Omnibus Equity Incentive Plan.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Beneficial Ownership
|
|||||
Name and Address of 5% or Greater Beneficial Ownership
|
Number of Shares
(1)
|
|
|
Percentage of Total
(2)
|
||
BlackRock Inc.
|
2,448,336
|
|
(3)
|
|
5.32
|
%
|
55 East 52nd Street, New York, NY 10055
|
|
|
|
|
||
|
Beneficial Ownership
|
|||||
Beneficial Ownership of Directors and Officers
|
Number of
Shares (1) |
|
|
Percentage of
Total (2) |
||
Franz Fink
|
1,201,045
|
|
(4)
|
|
2.60
|
%
|
David Lyle
|
249,101
|
|
(5)
|
|
*
|
|
Everett Wiggins
|
27,852
|
|
(6)
|
|
*
|
|
Rick Bergman
|
77,918
|
|
(7)
|
|
*
|
|
Steven Bilodeau
|
51,990
|
|
(8)
|
|
*
|
|
Jörg Buchheim
|
539,870
|
|
(9)
|
|
1.17
|
%
|
Burkhard Goeschel, Ph.D.
|
209,150
|
|
(10)
|
|
*
|
|
Ilya Golubovich
|
1,496,891
|
|
(11)
|
|
3.25
|
%
|
John Mutch
|
20,370
|
|
(12)
|
|
—
|
|
All current directors and executive officers as a group (10 persons)
|
3,897,048
|
|
(13)
|
|
8.41
|
%
|
*
|
Less than one percent.
|
(1)
|
Information with respect to beneficial ownership is based on information furnished to the Company by each stockholder included in the table or filings with the SEC. The Company understands that, except as footnoted, each person in the table has sole voting and investment power for shares beneficially owned by such person, subject to community property laws where applicable.
|
(2)
|
Shares of common stock subject to options that are currently exercisable or exercisable within 60 days and restricted stock units settling within 60 days of
February 8, 2019
are deemed outstanding for computing the percentage of the person holding such options or awards but are not deemed outstanding for computing the percentage of any other person. Percentage of ownership is based on 46,008,549 shares of common stock outstanding on
February 8, 2019
.
|
(3)
|
Information regarding this beneficial owner has been obtained solely from a review of the Schedule 13G/A filed with the SEC by BlackRock Inc. on February 6, 2019.
|
(4)
|
Consists of (a) 1,047,713 shares of common stock held directly; (b) options to purchase 98,167 shares of common stock currently exercisable or exercisable within 60 days of
February 8, 2019
; and (c) 55,165 restricted stock units settling within 60 days of
February 8, 2019
.
|
(5)
|
Consists of (a) 166,441 shares of common stock held directly; (b) options to purchase 25,160 shares of common stock currently exercisable; and (c) 57,500 restricted stock units settling within 60 days of
February 8, 2019
, which include 40,000 performance-based restricted stock units expected to settle but not yet certified by the Company’s compensation committee.
|
(6)
|
Consists of (a) options to purchase 14,136 shares of common stock currently exercisable or exercisable within 60 days of
February 8, 2019
; and (b) 13,716 restricted stock units settling within 60 days of
February 8, 2019
.
|
(7)
|
Consists of (a) 27,995 shares of common stock held directly; (b) options to purchase 5,000 shares of common stock currently exercisable; and (c) 44,923 vested restricted stock units with deferred settlement.
|
(8)
|
Consists of (a) 16,569 shares of common stock held directly; (b) options to purchase 5,000 shares of common stock currently exercisable; and (c) 30,421 vested restricted stock units with deferred settlement.
|
(9)
|
Consists of (a) 534,870 shares of common stock held directly; and (b) options to purchase 5,000 shares of common stock currently exercisable.
|
(10)
|
Consists of (a) 204,150 shares of common stock held directly; and (b) options to purchase 5,000 shares of common stock currently exercisable.
|
(11)
|
Consists of (a) 61,500 shares of common stock held directly; (b) 1,390,204 shares of common stock held directly by I2BF Energy Limited, a wholly-owned subsidiary of I2BF Venture Partners, Ltd. of which Mr. Golubovich is a director and exercises investment and dispositive control; (c) options to purchase 5,000 shares of common stock currently exercisable; and (d) 40,187 vested restricted stock units with deferred settlement. Arbat Capital Group Limited (“Arbat”) holds 1,947,302 shares of common stock. Mr. Golubovich is also a director of Arbat and a beneficiary of Global Vision Investments Foundation, which owns approximately 90% of the ownership interest in Arbat. Mr. Golubovich disclaims beneficial ownership of the common stock held by Arbat except to the extent of his pecuniary interest therein and such shares are excluded from the calculation of shares held by Mr. Golubovich in the table above.
|
(12)
|
Consists of (a)15,370 shares of common stock held directly; and (b) options to purchase 5,000 shares of common stock currently exercisable.
|
(13)
|
Includes (a) 2,086,282 shares of common stock held directly; (b) options to purchase 172,213 shares of common stock which are currently exercisable or are exercisable within 60 days of
February 8, 2019
; (c) 132,818 restricted stock units settling within 60 days of
February 8, 2019
; and (c) 115,531 vested restricted stock units with deferred settlement.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
|
|
2018
|
|
2017
|
||||
Audit fees
|
|
$
|
919
|
|
|
$
|
1,031
|
|
Audit-related fees
|
|
16
|
|
|
10
|
|
||
Tax fees
|
|
—
|
|
|
—
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
935
|
|
|
$
|
1,041
|
|
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 55 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 93 of this Annual Report on Form 10-K.
|
3.
|
Exhibits
.
|
Exhibit
Number
|
Exhibit Title
|
Filed
Herewith
|
Form
|
File No.
|
Date Filed
|
2.1†**
|
|
8-K
|
001-15477
|
12/19/18
|
|
2.2**
|
|
8-K
|
001-15477
|
02/04/19
|
|
3.1
|
|
10-K
|
001-15477
|
02/16/18
|
|
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
|
01/19/16
|
|
10.16*
|
|
8-K
|
001-15477
|
05/01/14
|
|
10.17*
|
|
8-K
|
001-15477
|
01/19/16
|
Exhibit
Number
|
Exhibit Title
|
Filed
Herewith
|
Form
|
File No.
|
Date Filed
|
10.18
|
|
8-K
|
001-15477
|
07/07/15
|
|
10.19
|
|
8-K
|
001-15477
|
04/12/16
|
|
10.20
|
|
10-Q
|
001-15477
|
08/03/16
|
|
10.21
|
|
10-Q
|
001-15477
|
11/02/16
|
|
10.22†
|
|
10-K
|
001-15477
|
03/01/17
|
|
10.23
|
|
10-K
|
001-15477
|
03/01/17
|
|
10.24
|
|
8-K
|
001-15477
|
02/28/17
|
|
10.25
|
|
8-K
|
001-15477
|
02/28/17
|
|
10.26
|
|
8-K
|
001-15477
|
02/28/17
|
|
10.27
|
|
10-Q
|
001-15477
|
05/10/17
|
|
10.28
|
|
10-Q
|
001-15477
|
05/10/17
|
|
10.29
|
|
10-Q
|
001-15477
|
05/10/17
|
|
10.30
|
|
8-K
|
001-15477
|
09/21/17
|
|
10.31
|
|
8-K
|
001-15477
|
09/26/17
|
|
10.32
|
|
8-K
|
001-15477
|
2/4/2019
|
|
10.33
|
X
|
|
|
|
|
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
|
|
|
|
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.
|
**
|
Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. Maxwell agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request
|
†
|
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 14, 2019
|
Franz Fink
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ D
AVID
L
YLE
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
February 14, 2019
|
David Lyle
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ R
ICK
B
ERGMAN
|
|
Director
|
|
February 14, 2019
|
Rick Bergman
|
|
|
|
|
|
|
|
|
|
/s/ S
TEVEN
B
ILODEAU
|
|
Chairperson of the Board
|
|
February 14, 2019
|
Steven Bilodeau
|
|
|
|
|
|
|
|
|
|
/s/ J
ÖRG
B
UCHHEIM
|
|
Director
|
|
February 14, 2019
|
Jörg Buchheim
|
|
|
|
|
|
|
|
|
|
/s/ B
URKHARD
G
OESCHEL
|
|
Director
|
|
February 14, 2019
|
Burkhard Goeschel
|
|
|
|
|
|
|
|
|
|
/s/ I
LYA
G
OLUBOVICH
|
|
Director
|
|
February 14, 2019
|
Ilya Golubovich
|
|
|
|
|
|
|
|
|
|
/s/ J
OHN
M
UTCH
|
|
Director
|
|
February 14, 2019
|
John Mutch
|
|
|
|
|
Fiscal Quarter Ending
|
Minimum EBITDA
|
||
December 31, 2018
|
|
($12,500,000
|
)
|
March 31, 2019
|
|
($16,000,000
|
)
|
June 30, 2019
|
|
($18,000,000
|
)
|
September 30, 2019
|
|
($15,000,000
|
)
|
December 31, 2019
|
|
($12,000,000
|
)
|
March 31, 2020
|
|
($7,500,000
|
)
|
June 30, 2020
|
|
($3,500,000
|
)
|
September 30, 2020
|
|
($2,500,000
|
)
|
December 31, 2020
|
|
($1,000,000
|
)
|
March 31, 2021, and each Fiscal Quarter thereafter
|
|
$2,000,000
|
|
|
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
|
Name
|
Title
|
Signature
|
Authorized to Add or Remove
Signatories
|
|
|
|
□
|
|
|
|
□
|
|
|
|
□
|
|
|
|
□
|
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
|
|
|
|
|
ENTITY
|
|
STATE/COUNTRY OF INCORPORATION
|
Maxwell Technologies SA
|
|
Switzerland
|
Maxwell Technologies Korea Co., Ltd. (formerly Nesscap Korea Co., Ltd)
|
|
Korea
|
I-Bus/Phoenix, Inc.
|
|
California
|
MML Acquisition, Inc.
|
|
Delaware
|
Maxwell Holding GmbH (formerly I-Bus/Phoenix, GmbH)
|
|
Germany
|
Maxwell Technologies 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 14, 2019
|
|
/
S
/ FRANZ FINK
|
|
|
Franz Fink
President and Chief Executive Officer
(Principal Executive Officer)
|
February 14, 2019
|
|
/
S
/ DAVID LYLE
|
|
|
David Lyle
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
February 14, 2019
|
|
/
S
/ FRANZ FINK
|
|
|
Franz Fink
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
February 14, 2019
|
|
/
S
/ DAVID LYLE
|
|
|
David Lyle
|
|
|
Senior Vice President, Chief Financial Officer,
and Treasurer
(Principal Financial Officer)
|