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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 


 

FORM 10-Q

 

ý            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

            OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter Ended June 30, 2002

 

o            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

            OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period From       to

 


 

Commission File Number 0-10964

 

MAXWELL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

95-2390133

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

 

 

8888 Balboa Avenue, San Diego, CA 

 

92123

(Address of principal executive office)

 

(Zip Code)

 

 

 

 (858) 279-5100

Registrant’s telephone number, including area code

 

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. 
Yes 
ý   No  o

 

As of July 29, 2002, Registrant had only one class of common stock, of which there were 13,998,325 shares outstanding.

 

 



 

MAXWELL TECHNOLOGIES, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the quarter ended June 30, 2002

 

 

 

 

PART I

 

 

Item 1.

Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

PART II

 

 

Item 1.

Legal Proceedings

Item 2.

Changes in Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Security Holders

Item 5.

Other Information

Item 6.

Exhibits and Reports on Form 8-K

 

 

          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; and all references to “PurePulse” refer to our subsidiary, PurePulse Technologies, Inc.  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.

 

 

 

2



 

PART I - FINANCIAL INFORMATION

 

Item 1.  Condensed Consolidated Financial Statements

 

MAXWELL TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

June 30,

 

December 31,

 

 

 

2002

 

2001

 

 

 

(unaudited)

 

(audited)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

6,584

 

$

13,673

 

Short-term investments

 

10,452

 

11,886

 

Accounts receivable, net

 

10,232

 

13,984

 

Inventories

 

13,246

 

16,605

 

Prepaid expenses and other current assets

 

1,134

 

1,031

 

Income tax receivable

 

278

 

 

Total current assets

 

41,926

 

57,179

 

Property, plant and equipment, net

 

20,283

 

21,741

 

Goodwill and other non-current assets

 

12,047

 

6,784

 

 

 

$

74,256

 

$

85,704

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

8,733

 

$

12,159

 

Accrued employee compensation

 

1,926

 

1,586

 

Short-term borrowings

 

300

 

300

 

Net liabilities of discontinued operations

 

3,006

 

1,642

 

Total current liabilities

 

13,965

 

15,687

 

Long-term debt

 

5,575

 

5,700

 

Minority interest

 

 

4,586

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

1,143

 

1,017

 

Additional paid-in capital

 

94,312

 

84,283

 

Deferred compensation

 

(102

)

 

Notes receivable from executives for stock purchases

 

 

(897

)

Accumulated deficit

 

(39,959

)

(23,859

)

Accumulated other comprehensive loss

 

(678

)

(813

)

Total stockholders’ equity

 

54,716

 

59,731

 

 

 

$

74,256

 

$

85,704

 

 

 

3



 

MAXWELL TECHNOLOGIES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

 

 

 

 

 

 

 

2002

 

2001

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

13,155

 

$

20,456

 

$

25,944

 

$

47,456

 

Cost of sales

 

13,951

 

18,196

 

25,793

 

39,047

 

Gross margin

 

(796

)

2,260

 

151

 

8,409

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

4,904

 

6,969

 

9,595

 

13,236

 

Research and development

 

2,246

 

2,726

 

4,913

 

5,925

 

Restructuring

 

812

 

 

812

 

 

 

 

7,962

 

9,695

 

15,320

 

19,161

 

Operating loss

 

(8,758

)

(7,435

)

(15,169

)

(10,752

)

Gain on sale of business

 

 

39,119

 

 

39,119

 

Interest expense

 

(104

)

(268

)

(192

)

(1,146

)

Interest income and other, net

 

364

 

98

 

425

 

145

 

Income (loss) before income taxes and minority interest

 

(8,498

)

31,514

 

(14,936

)

27,366

 

 

 

 

 

 

 

 

 

 

 

Provision (credit) for income taxes

 

12

 

11,127

 

(279

)

9,687