UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Quarter Ended September 29, 2002 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Transition Period From __________ to __________ |
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Commission File Number 0-10964 |
| MAXWELL TECHNOLOGIES, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
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| Delaware |
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95-2390133 |
| (State or other jurisdiction of |
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(I.R.S. Employer |
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| 9244 Balboa Avenue, San Diego, CA |
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92123 |
| (Address of principal executive office) |
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(Zip Code) |
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| Registrant’s telephone number, including area code: (858) 279-5100 | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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No |
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As of October 31, 2002, Registrant had only one class of common stock, of which there were 13,700,187 shares outstanding.
MAXWELL TECHNOLOGIES, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
For the quarter ended September 29, 2002
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Page |
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| Item 1. |
2 | |
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
14 |
| Item 3. |
24 | |
| Item 4. |
24 | |
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| Item 1. |
25 | |
| Item 2. |
25 | |
| Item 3. |
25 | |
| Item 4. |
25 | |
| Item 5. |
25 | |
| Item 6. |
26 |
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “Maxwell,” the “Company,” “we,” “us,” and “our” refer to Maxwell Technologies, Inc. and its subsidiaries; all references to “Electronic Components Group” refer to our subsidiary, Maxwell Electronic Components Group, Inc.; all references to “I-Bus/Phoenix” refer to our subsidiary, I-Bus/Phoenix, Inc., and its subsidiaries; all references to “Montena Components” refers to our subsidiary Montena Components Ltd.; all references to “PurePulse” refer to our subsidiary, PurePulse Technologies, Inc.; all references to “Sierra” refer to the Sierra KD division of the Electronic Components Group; and all references to TeknaSeal refer to the TeknaSeal division of the Electronic Components Group. This Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties. The Company’s actual results may differ significantly from the results discussed in any forward-looking statements. Factors that might cause such a difference include, but are not limited to those discussed in “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001. Discussions containing such forward-looking statements may be found in the material set forth under “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as within this Form 10-Q generally.
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
MAXWELL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
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September 29, |
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December 31, |
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(Unaudited) |
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(Audited) |
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| Assets |
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| Current assets: |
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Cash and cash equivalents |
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$ |
715 |
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$ |
13,673 |
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Short-term investments |
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7,627 |
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11,886 |
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Accounts receivable, net |
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10,095 |
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13,984 |
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Inventories |
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12,843 |
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16,605 |
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Assets held for sale |
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11,820 |
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— |
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Prepaid expenses and other current assets |
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853 |
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1,031 |
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Due from related parties |
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272 |
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— |
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Income tax receivable |
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278 |
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— |
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Total current assets |
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44,503 |
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57,179 |
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Property, plant and equipment, net |
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12,130 |
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21,741 |
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Goodwill and other non-current assets |
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19,814 |
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6,784 |
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$ |
76,447 |
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$ |
85,704 |
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| Liabilities and Stockholders’ Equity |
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| Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
14,828 |
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$ |
12,159 |
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Due to related parties |
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86 |
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— |
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Accrued employee compensation |
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2,091 |
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1,586 |
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Short-term and current portion of long-term debt |
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577 |
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300 |
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Net liabilities of discontinued operations |
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3,176 |
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1,642 |
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Liabilities held-for-sale |
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234 |
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— |
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Total current liabilities |
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20,992 |
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15,687 |
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| Long-term debt |
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5,500 |
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5,700 |
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| Minority interest |
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— |
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4,586 |
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| Stockholders’ equity: |
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Common stock |
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1,370 |
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1,017 |
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Additional paid-in capital |
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112,185 |
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84,283 |
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Notes receivable from executives for stock purchases |
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— |
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(897 |
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Accumulated deficit |
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(63,506 |
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(23,859 |
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Accumulated other comprehensive loss |
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(94 |
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(813 |
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Total stockholders’ equity |
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49,955 |
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59,731 |
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$ |
76,447 |
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$ |
85,704 |
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See notes to unaudited condensed consolidated financial statements.
2
MAXWELL TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except
per share data)
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Three Months Ended |
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Nine Months Ended |
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September 29, |
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September 30, |
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September 29, |
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September 30, |
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| Sales |
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$ |
16,564 |
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$ |
15,017 |
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$ |
42,509 |
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$ |
62,473 |
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| Cost of sales |
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13,858 |
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14,406 |
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39,651 |
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53,453 |
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| Gross profit |
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2,706 |
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611 |
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2,858 |
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9,020 |
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| Operating expenses: |
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Selling, general and administrative |
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5,171 |
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4,919 |
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14,766 |
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17,559 |
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Research and development |
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2,167 |
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2,946 |
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7,080 |
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8,871 |
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Impairment of long lived assets |
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7,628 |
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— |
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7,628 |
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— |
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Restructuring charge |
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922 |
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— |
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1,734 |
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— |
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Amortization expense of intangible assets |
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348 |
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299 |
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348 |
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895 |
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Total operating expenses |
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16,236 |
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8,164 |
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31,556 |
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27,325 |
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| Operating loss |
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(13,530 |
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(7,553 |
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(28,698 |
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(18,305 |
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| Gain (loss) on sale of business |
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(7,219 |
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— |
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(7,219 |
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39,119 |
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| Interest expense |
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(118 |
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(70 |
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(310 |
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(1,216 |
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| Interest income and other, net |
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205 |
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332 |
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629 |
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477 |
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| Income (loss) before income taxes and minority interest |
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(20,662 |
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(7,291 |
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(35,598 |
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20,075 |
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| Provision (credit) for income taxes |
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124 |
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(63 |
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(155 |
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9,624 |
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| Minority interest in net loss of subsidiaries |
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— |
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(282 |
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(241 |
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(86 |
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| Income (loss) from continuing operations |
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(20,786 |
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(6,946 |
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(35,202 |
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10,537 |
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| Discontinued operations, net of taxes |
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(2,761 |
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(3,498 |
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(4,445 |
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(779 |
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Net income (loss) |
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$ |
(23,547 |
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$ |
(10,444 |
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$ |
(39,647 |
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$ |
9,758 |
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| Basic net income (loss) per share: |
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Income (loss) from continuing operations |
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$ |
(1.53 |
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$ |
(0.68 |
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$ |
(2.99 |
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$ |
1.05 |
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(Loss) from discontinued operations |
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(0.20 |
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(0.35 |
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(0.38 |
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(0.08 |
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| Net income (loss) |
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$ |
(1.73 |
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$ |
(1.03 |
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$ |
(3.37 |
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$ |
0.97 |
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| Diluted net income (loss) per share: |
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Income (loss) from continuing operations |
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$ |
(1.53 |
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$ |
(0.68 |
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$ |
(2.99 |
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$ |
0.96 |
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(Loss) from discontinued operations |
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(0.20 |
) |
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(0.35 |
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(0.38 |
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(0.07 |
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| Net income (loss) |
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$ |
(1.73 |
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$ |
(1.03 |
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$ |
(3.37 |
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$ |
0.89 |
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| Shares used in computing: |
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| Basic net income (loss) per share |
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13,597 |
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10,160 |
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11,770 |
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10,048 |
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| Diluted net income (loss) per share |
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13,597 |
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10,160 |
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11,770 |
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10,735 |
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See notes to unaudited condensed consolidated financial statements.
3
MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except per share data)
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Nine Months Ended |
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