Maxwell Technologies Completes Restatement Of Financial Results

       Maxwell Technologies Completes Restatement Of Financial Results

Company announces financial results for fourth quarter of 2012 and first and
second quarters of 2013; restates financial results for FY 2011 and first
three quarters of 2012; expects to regain compliance with Nasdaq listing rules

CONFERENCE CALL & WEBCAST AT 5 P.M. (EDT) TODAY - DETAILS BELOW

PR Newswire

SAN DIEGO, Aug. 1, 2013

SAN DIEGO, Aug. 1, 2013 /PRNewswire/ --Maxwell Technologies, Inc. (Nasdaq:
MXWL) filed today with the Securities and Exchange Commission (SEC) its Annual
Report on Form 10-K for the fiscal year ended December 31, 2012, and its
Quarterly Reports on Form 10-Q for the first and second quarters of 2013,
ended March 31, 2013 and June 30, 2013. Maxwell has concluded its
previously-announced financial statement restatement, has filed all required
and delinquent periodic SEC filings, and expects to regain compliance with
NASDAQ listing rules.

(Logo: http://photos.prnewswire.com/prnh/20121018/LA91771LOGO)

"We are pleased that the financial restatement is complete, and we look
forward to moving ahead with business," said David Schramm, Maxwell's
president and chief executive officer.

Fourth Quarter 2012
Net revenue for the fourth quarter ended December31, 2012 was $44.5 million,
up 19 percent over the $37.4 million recorded in the same period in 2011.
Fourth quarter ultracapacitor revenue was $29.5 million, up 40 percent from
the $21.1 million recorded in fourth quarter of 2011. Sales of high voltage
capacitor and microelectronics products totaled $15.1 million in the fourth
quarter of 2012, down 7 percent from the $16.3 million recorded in the fourth
quarter of 2011.

On a U.S. generally accepted accounting principles (GAAP) basis, operating
income for the fourth quarter of 2012 was $3.4 million, compared with $1.2
million for the fourth quarter of 2011. GAAP net income for the fourth quarter
of 2012 was $2.9 million, or $0.10 per diluted share, compared with $515,000,
or $0.02 per diluted share, in the fourth quarter of 2011.

On a non-GAAP basis, the Company reported operating income of $3.9 million in
the fourth quarter of 2012 compared with $1.3 million in the fourth quarter of
2011. Non-GAAP net income for the fourth quarter of 2012 was $3.4 million, or
$0.12 per diluted share, compared with $657,000, or $0.02 per diluted share in
the fourth quarter of 2011. A reconciliation of GAAP to non-GAAP financial
measures is included as an addendum to this release.

GAAP gross margin was 39 percent in the fourth quarter of 2012, compared with
40 percent in the fourth quarter of 2011, and 42 percent in the third quarter
of 2012. GAAP operating expenses totaled $13.9 million, or 31 percent of
revenue, in the fourth quarter of 2012 compared with $13.8 million, or 37
percent of revenue in the fourth quarter of 2011. Non-GAAP operating expenses
totaled $13.5 million, or 30 percent of revenue, in the fourth quarter of 2012
compared with $13.8 million, or 37 percent of revenue, in the fourth quarter
of 2011. Cash and cash equivalents totaled $28.7 million as of December 31,
2012, compared with $20.1 million as of September 30, 2012. Complete financial
statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations are available in the Company's Annual Report on Form
10-K.

First Quarter 2013
Net revenue for the first quarter ended March 31, 2013 was $47.7 million, up
33 percent over the $35.8 million recorded in the same period in 2012. First
quarter ultracapacitor revenue was $33.8 million, up 82 percent from the $18.6
million recorded in first quarter of 2012. Sales of high voltage capacitor and
microelectronics products totaled $14.0 million in the first quarter of 2013,
down 19 percent from the $17.2 million recorded in the first quarter of 2012.

On a GAAP basis, operating income for the first quarter of 2013 was $705,000,
compared with an operating loss of $201,000 for the first quarter of 2012.
GAAP net loss for the first quarter of 2013 was $278,000, or $0.01 per diluted
share, compared with a net loss of $1.0 million, or $0.03 per diluted share,
in the first quarter of 2012.

On a non-GAAP basis, the Company reported operating income of $1.7 million in
the first quarter of 2013 compared with $1.1 million in the first quarter of
2012. Non-GAAP net income for the first quarter of 2013 was $679,000, or
$0.02 per diluted share, compared with $334,000, or $0.01 per diluted share in
the first quarter of 2012. A reconciliation of GAAP to non-GAAP financial
measures is included as an addendum to this release.

GAAP gross margin was 38 percent in the first quarter of 2013, compared with
42 percent in the first quarter of 2012 and 39 percent in the fourth quarter
of 2012. GAAP operating expenses totaled $17.5 million, or 37 percent of
revenue, in the first quarter of 2013 compared with $15.4 million, or 43
percent of revenue in the first quarter of 2012. Q113 selling, general and
administrative expense included $2.0 million of legal and accounting expenses
related to the Company's investigation, internal review and restatement.
Non-GAAP operating expenses totaled $16.8 million, or 35 percent of revenue,
in the first quarter of 2013 compared with $14.2 million, or 40 percent of
revenue, in the first quarter of 2012. Cash and cash equivalents totaled $34.1
million as of March 31, 2013, compared with $28.7 million as of December 31,
2012. Complete financial statements and Management's Discussion and Analysis
of Financial Condition and Results of Operations are available in the
Company's Quarterly Report on Form 10-Q.

Second Quarter 2013
Net revenue for the second quarter ended June30, 2013 was $55.6 million, up
53 percent over the $36.2 million recorded in the same period in 2012. Second
quarter ultracapacitor revenue was $39.3 million, up 101 percent from the
$19.6 million recorded in second quarter of 2012. Sales of high voltage
capacitor and microelectronics products totaled $16.4 million in the second
quarter of 2013, down 2 percent from the $16.7 million recorded in the second
quarter of 2012.

On a GAAP basis, operating income for the second quarter of 2013 was $4.2
million, compared with $821,000 for the second quarter of 2012. GAAP net
income for the second quarter of 2013 was $3.4 million, or $0.12 per diluted
share, compared with $31,000, or $0.00 per diluted share, in the second
quarter of 2012.

On a non-GAAP basis, the Company reported operating income of $5.2 million in
the second quarter of 2013 compared with $1.6 million in the second quarter of
2012. Non-GAAP net income for the second quarter of 2013 was $4.4 million, or
$0.15 per diluted share, compared with $801,000, or $0.03 per diluted share in
the second quarter of 2012. A reconciliation of GAAP to non-GAAP financial
measures is included as an addendum to this release.

GAAP gross margin was 39 percent in the second quarter of 2013, compared with
40 percent in the second quarter of 2012 and 38 percent in the first quarter
of 2013. GAAP operating expenses totaled $17.4 million, or 31 percent of
revenue, in the second quarter of 2013 compared with $13.7 million, or 38% of
revenue in the second quarter of 2012. Q213 selling, general and
administrative expense included $1.8 million of legal and accounting expenses
related to the Company's investigation, internal review and restatement.
Non-GAAP operating expenses totaled $16.7 million, or 30 percent of revenue,
in the second quarter of 2013 compared with $13.2 million, or 36 percent of
revenue, in the second quarter of 2012. Cash and cash equivalents totaled
$34.6 million, with an additional $4.0 million in restricted cash for a total
of $38.6 million as of June30, 2013, compared with $34.1 million as of
March31, 2013. Complete financial statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations are available in the
Company's Quarterly Report on Form 10-Q.

Restatement Update: The effect of the restatement was to decrease revenue for
the fiscal year 2011 by $10.1 million. Of the amount subject to restatement
for the fiscal year 2011, $2.6 million is a reclassification of a settlement
charge from G&A expense to contra revenue, bringing the restatement amount for
2011, net of the reclassification to $7.5 million. Further, the restatement
decreased revenue in the first three quarters of 2012 by $9.2 million, for a
total reduction in revenue, net of the reclassification of $2.6 million in
2011, of $16.7 million related to the year ended December 31, 2011 and the
three quarters ended September 30, 2012, all of which has been collected as of
June 30, 2013. Of this $16.7 million, $7.2 million has been recognized as
revenue and $9.5 million has yet to be recognized as revenue as of June 30,
2013. In addition to this amount, another $5.9 million of shipments
subsequent to September 30, 2012 have yet to be recognized as revenue as of
June 30, 2013.

As such, as of June 30, 2013, $15.4 million in shipments have not yet been
recognized as revenue. We expect these shipments to be recognized as revenue
in future periods. For additional details of the restatement please see the
Company's annual report on Form 10-K and quarterly reports on Form 10-Q filed
today with the SEC.

Outlook: "Strong ultracapacitor sales through the first half of the year were
driven mainly by hybrid bus and wind energy applications in China, and a
European automotive program." Schramm said. "Automotive and wind-related
demand continue to be consistent with our expectations, but Chinese transit
agencies and bus OEMs are proceeding cautiously as they await release of a new
Chinese government subsidy program, so we may experience softness in order
volume until the details of the subsidy program are
confirmed."

Non-GAAP Financial Measures: The Company uses non-GAAP financial measures for
internal evaluation and to report the results of its business. These non-GAAP
financial measures include non-GAAP gross profit, non-GAAP operating expenses,
non-GAAP income from operations, non-GAAP net income, and non-GAAP net income
per diluted share. These measures are not in accordance with, nor an
alternative to, GAAP. These measures are intended to supplement GAAP financial
information, and may be computed differently from non-GAAP financial measures
used by other companies. The Company believes that these measures provide
useful information to its management, board of directors and investors about
its operating activities and business trends related to its financial
condition and results of operations. The Company believes that it is useful to
provide investors with information to understand how specific line items in
the statement of operations are affected by certain non-cash or non-recurring
items, such as:

  ostock-based compensation expense;
  oexpense in a prior period for a legal settlement, and
  oa gain in a prior period on embedded derivatives.

In addition, the Company's management and board of directors use these
non-GAAP financial measures in developing operating budgets and in reviewing
the Company's results of operations, as non-cash and non-recurring items have
limited impact on current and future operating decisions. Additionally, the
Company believes that inclusion of non-GAAP financial measures provide
consistency and comparability with its past reports of financial results.
However, investors should be aware that non-GAAP measures have inherent
limitations and should be read in conjunction with the Company's consolidated
financial statements prepared in accordance with GAAP. Please refer to the
accompanying tables for a detailed reconciliation of GAAP to non-GAAP gross
profit, operating expenses, income from operations, net income, and net income
per share.

Management will conduct a conference call and simultaneous webcast to discuss
fourth quarter of 2012, and first and second quarters of 2013, financial
results and the future outlook at 5 p.m. (EDT) today. The call may be accessed
by dialing toll-free, (866) 952-1906 from the U.S. and Canada, or (785)
424-1825 for international callers, and entering the conference ID, MAXWELL.
The live web cast and subsequent archived replay may be accessed at the
Company's web site via the following link:
http://investors.maxwell.com/phoenix.zhtml?c=94560&p=irol-calendar.

Maxwell is a global leader in the development and manufacture of innovative,
cost-effective energy storage and power delivery solutions. Our
ultracapacitor products provide safe and reliable power solutions for
applications in consumer and industrial electronics, transportation, renewable
energy and information technology. Our CONDIS® high-voltage grading and
coupling capacitors help to ensure the safety and reliability of electric
utility infrastructure and other applications involving transport,
distribution and measurement of high-voltage electrical energy. Our
radiation-mitigated microelectronic products include power modules, memory
modules and single board computers that incorporate powerful commercial
silicon for superior performance and high reliability in aerospace
applications. For more information, visit www.maxwell.com.

Forward-looking statements: Statements in this news release that are
"forward-looking statements" are based on current expectations and assumptions
that are subject to risks and uncertainties. Such risks, uncertainties and
contingencies include, but are not limited to, the following:

  oDependence upon the sale of products to a small number of customers and
    vertical markets, some of which are heavily dependent on government
    funding or government subsidies which may or may not continue in the
    future;
  oDependence upon the sale of products into China and Europe, where
    macroeconomic factors outside our control may adversely affect our sales;
  oOur ability to remain competitive and stimulate customer demand through
    successful introduction of new products, and to educate our prospective
    customers on the products we offer;
  oRisks related to our international operations including, but not limited
    to, our ability to adequately comply with the changing rules and
    regulations in countries where our business is conducted, our ability to
    oversee and control our foreign subsidiaries and their operations, our
    ability to effectively manage foreign currency exchange rate fluctuations
    arising from our international operations, and our ability to continue to
    comply with the U.S. Foreign Corrupt Practices Act as well as the
    anti-bribery laws of foreign jurisdictions and the terms and conditions of
    our settlement agreements with the Securities and Exchange Commission and
    the Department of Justice;
  oSuccessful acquisition, development and retention of key personnel;
  oOur ability to effectively manage our reliance upon certain suppliers of
    key component parts, specialty equipment and logistical services;
  oOur ability to match production volume to actual customer demand;
  oOur ability to manage product quality problems;
  oOur ability to protect our intellectual property rights and to defend
    claims against us;
  oOur ability to effectively identify, enter into, manage and benefit from
    strategic alliances;
  oOccurrence of a catastrophic event at any of our facilities;
  oOccurrence of a technology systems failure, network disruption, or breach
    in data security;
  oOur ability to obtain sufficient capital to meet our operating or other
    needs; and,
  oOur ability to manage and minimize the impact of unfavorable legal
    proceedings.

For further information regarding risks and uncertainties associated with
Maxwell's business, please refer to the "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Risk Factors" sections
of our SEC filings, including, but not limited to, our annual report on Form
10-K and quarterly reports on Form 10-Q. Copies of these documents may be
obtained by contacting Maxwell's investor relations department at (858)
503-3434, or at our investor relations website: investors.maxwell.com. All
information in this release is as of August1, 2013. The Company undertakes no
duty to update any forward-looking statement to reflect actual results or
changes in the Company's expectations.

Media & Investor Contact: Michael Sund +1 (858) 503-3233; msund@maxwell.com

MAXWELL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
                Three Months Ended                                           Twelve Months Ended
                June    March    December  June 30,    March 31,   December    December  December
                30,     31,      31, 2012  2012        2012        31, 2011    31, 2012  31, 2011
                2013    2013               (Restated)  (Restated)  (Restated)            (Restated)
                $       $       $      $          $          $       $      $   
Revenue         55,610  47,748           36,238     35,804     37,376     159,258  147,176
                                 44,503
Cost of revenue 34,034  29,518   27,274    21,714      20,647      22,366      94,206    90,106
Gross profit    21,576  18,230   17,229    14,524      15,157      15,010      65,052    57,070
Operating
expenses:
 Selling,
 general and    11,988  11,502   8,117     8,409       9,788       8,459       33,656    35,218
 administrative
 Research and   5,378   6,023    5,752     5,294       5,570       5,380       21,700    22,356
 development
      Total
      operating 17,366  17,525   13,869    13,703      15,358      13,839      55,356    57,574
      expenses
Income (loss)   4,210   705      3,360     821         (201)       1,171       9,696     (504)
from operations
Interest income (41)    (44)     22        (56)        (26)        (21)        (116)     (109)
(expense), net
Amortization of
debt discount   (15)    (15)     (15)      (15)        (11)        -           (57)      (55)
and prepaid
debt costs
Gain on
embedded        -       -        -         -           -           -           -         1,086
derivatives
Income (loss)
before income   4,154   646      3,367     750         (238)       1,150       9,523     418
taxes
Income tax      749     924      500       719         714         635         2,349     1,856
provision
      Net       $      $     $      $       $        $       $      $    
      income    3,405   (278)             31        (952)          515            (1,438)
      (loss)                     2,867                                        7,174
Net income
(loss) per
common share:
                $     $      $      $       $         $       $      $    
 Basic         0.12    (0.01)          -         (0.03)       0.02            (0.05)
                                 0.10                                         0.25
                $     $      $      $       $         $       $      $    
 Diluted        0.12    (0.01)          -         (0.03)       0.02            (0.05)
                                 0.10                                         0.25
Weighted
average common
shares
outstanding:
 Basic          28,858  28,825   27,851    28,672      28,122      27,851      28,568    27,637
 Diluted        28,860  28,825   28,759    28,780      28,122      28,285      28,709    27,637







MAXWELL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(Unaudited)
                           June 30,    March 31,    December 31,  December 31,
                           2013        2013         2012          2011
ASSETS                                                            (Restated)
Current assets:
 Cash and cash equivalents $  34,571  $  34,124  $         $    
                                                    28,739       29,289
 Restricted cash           4,050       -            -             -
 Trade and other accounts  35,217      32,819       33,420        27,973
 receivable, net
 Inventories               39,435      42,336       41,620        33,234
 Prepaid expenses and      3,443       3,090        3,228         3,152
 other current assets
  Total current assets    116,716     112,369      107,007       93,648
Property and equipment,    39,519      36,165       36,235        28,541
net
Intangible assets, net     484         575          669           1,111
Goodwill                   24,710      24,603       25,416        24,887
Pension asset              7,179       6,918        6,939         6,359
Other non-current assets   216         212          206           200
  Total assets            $ 188,824   $ 180,842   $          $   
                                                    176,472      154,746
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable and      $  32,635  $  31,206  $         $    
 accrued liabilities                                27,181       36,100
 Accrued warranty          176         267          269           258
 Accrued employee          7,253       5,889        4,743         6,343
 compensation
 Deferred revenue          8,906       7,994        6,408         1,042
 Short-term borrowings and
 current portion of        8,573       8,973        9,452         5,431
 long-term debt
 Deferred tax liability    980         980          980           499
  Total current           58,523      55,309       49,033        49,673
 liabilities
Deferred tax liability,    1,368       1,376        1,384         933
long-term
Long-term debt, excluding  75          85           83            68
current portion
Other long-term            950         979          1,039         3,028
liabilities
  Total liabilities       60,916      57,749       51,539        53,702
Stockholders' equity:
 Common stock, $0.10 par   2,951       2,953        2,913         2,815
 value per share
Additional paid-in capital 269,726     268,801      267,623       252,907
Accumulated deficit        (155,007)   (158,412)    (158,134)     (165,308)
Accumulated other          10,238      9,751        12,531        10,630
comprehensive income
  Total stockholders'     127,908     123,093      124,933       101,044
 equity
  Total liabilities and   $ 188,824   $ 180,842   $          $   
 stockholders' equity                               176,472      154,746





MAXWELL TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
(Unaudited)
                  Three Months Ended                                            Twelve Months Ended
                  June    March    December  June 30,    March 31,   December    December  December
                  30,     31,      31, 2012  2012        2012        31, 2011    31, 2012  31, 2011
                  2013    2013               (Restated)  (Restated)  (Restated)            (Restated)
Gross Profit
Reconciliation:
GAAP gross        $       $       $      $       $          $       $      $    
profit            21,576  18,230            14,524    15,157     15,010              57,070
                                   17,229                                       65,052
  Stock-based
  compensation
  expense       A 261     273      157       238         142         64          700       356
  included in
  cost of sales
Non-GAAP gross    $       $       $      $       $          $       $      $    
profit          D 21,837  18,503            14,762    15,299     15,074              57,426
                                   17,386                                       65,752
Total Operating
Expenses
Reconciliation:
GAAP total        $       $       $      $       $          $       $      $    
operating         17,366  17,525            13,703    15,358     13,839              57,574
expenses                           13,869                                       55,356
  Stock-based
  compensation  A (685)   (684)    (370)     (532)       (1,144)     (78)        (2,388)   (2,226)
  expense
  Accrual for
  anticipated   B -       -        -         -           -           -           -         (2,600)
  legal
  settlement
Non-GAAP total    $       $       $      $       $          $       $      $    
operating       D 16,681  16,841            13,171    14,214     13,761              52,748
expenses                           13,499                                       52,968
Income From
Operations
Reconciliation:
GAAP income       $      $     $      $       $        $       $      $    
from operations   4,210    705               821  (201)        1,171              (504)
                                   3,360                                        9,696
  Stock-based
  compensation  A 946     957      527       770         1,286       142         3,088     2,582
  expense
  Accrual for
  anticipated   B -       -        -         -           -           -           -         2,600
  legal
  settlement
Non-GAAP income   $      $      $      $       $         $       $      $    
from operations D 5,156   1,662             1,591   1,085       1,313              4,678
                                   3,887                                        12,784
Net Income
Reconciliation:
GAAP net income   $      $     $      $       $        $       $      $    
(loss)            3,405   (278)                    (952)          515            (1,438)
                                   2,867    31                                 7,174
  Stock-based
  compensation  A 946     957      527       770         1,286       142         3,088     2,582
  expense
  Accrual for
  anticipated   B -       -        -         -           -           -           -         2,035
  legal
  settlement
  Gain on
  embedded      C -       -        -         -           -           -           -         (1,086)
  derivatives
Non-GAAP net      $      $     $      $       $       $       $      $    
income         D 4,351    679               801  334            657             2,093
                                   3,394                                        10,262
Diluted Net
Income per
Share
Reconciliation:
GAAP diluted                       $      $                               $   
net income        $     $                    $         $              $    
(loss) per        0.12    (0.01)  0.10     -           (0.03)       0.02   0.25       (0.05)
share
  Stock-based
  compensation  A 0.03    0.03     0.02      0.03        0.04        -           0.11      0.09
  expense
  Accrual for
  anticipated   B -       -        -         -           -           -           -         0.07
  legal
  settlement
  Gain on
  embedded      C -       -        -         -           -           -           -         (0.03)
  derivatives
Non-GAAP                           $                                          $   
diluted net     D $     $            $       $        $              $    
income per        0.15    0.02    0.12        0.03  0.01         0.02   0.36       0.08
share
See notes on
next page







MAXWELL TECHNOLOGIES, INC.
    Stock-based compensation expense consists of non-cash charges for employee stock
(A) options, restricted stock awards, restricted stock units and employee stock
    purchase plan awards. Results include stock-based compensation as follows (in
    thousands):
                    Three Months Ended                             Twelve Months
                                                                   Ended
                    June  March  December  June  March   December  December  December
                    30,   31,    31, 2012  30,   31,     31, 2011  31, 2012  31, 2011
                    2013  2013             2012  2012
     Cost of        $    $    $      $    $     $      $      $   
     revenue                                     64             
                    261  273    157       238  142               700       356
     Selling,
     general and    507   497    250       411   962     (4)       1,836     1,769
     administrative
     Research and   178   187    120       121   182     82        552       457
     development
     Total          $    $    $      $                      $      $   
     stock-based                         $     $               
     compensation   946  957    527       770  1,286   142     3,088    2,582
     expense
(B) Accrual for settlement of product defect matter of $2.6 million, or
    $2.0 million net of the related tax impact.
    Gain on embedded derivatives associated with the Company's convertible debt. As
(C) the convertible debentures were retired in February 2011, the company no longer
    records gains or losses related to the conversion features.
    Non-GAAP measures for periods prior to December 31, 2012 have been adjusted to
(D) conform to the current methodology wherein amortization of intangible assets is
    no longer excluded from GAAP financial measures for purposes of non-GAAP
    measures. This adjustment to the Company's non-GAAP measures was made because
    amortization of intangible assets is no longer a significant expense to the
    Company.







SOURCE Maxwell Technologies, Inc.

Website: http://www.maxwell.com
 
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