Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________________________________________________

FORM 8-K

_____________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): October 23, 2014

_____________________________________________________________

MAXWELL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

_____________________________________________________________




Delaware	001-15477	95-2390133
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3888 Calle Fortunada

San Diego, California 92123

(Addresses of principal executive offices, including zip code)

(858) 503-3300

(Registrant’s telephone number, including area code)

_____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 23, 2014, Maxwell Technologies, Inc. (the “Company”) issued a press release announcing the Company’s results for its third quarter ended September 30, 2014. A copy of this press release is attached hereto as Exhibit 99.1.

This information and the exhibits hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits




Exhibit No.		Description

99.1		Press release issued by Maxwell Technologies, Inc. on October 23, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	MAXWELL TECHNOLOGIES, INC.

	By:		/s/ Kevin S. Royal
			Kevin S. Royal
			Chief Financial Officer

Date: October 23, 2014

EXHIBIT INDEX




Exhibit No.		Description

99.1		Press release issued by Maxwell Technologies, Inc. on October 23, 2014

Exhibit 99.1

NEWS RELEASE

For Immediate Release

October 23, 2014

MAXWELL TECHNOLOGIES REPORTS THIRD QUARTER FINANCIAL RESULTS

_________________

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

SAN DIEGO, Calif. - Maxwell Technologies, Inc. (Nasdaq: MXWL) today reported revenue of $41.6 million for its third quarter ended September 30, 2014, down 10 percent from the $46.1 million recorded in the second quarter ended June 30, 2014, and down 19 percent from the $51.2 million recorded in the third quarter of 2013.

Third quarter ultracapacitor revenue decreased by 15 percent sequentially to $28.8 million, compared with $33.9 million in the second quarter ended June 30, 2014, and was down 22 percent compared with the $37.0 million recorded in the third quarter of 2013. Sales of high voltage capacitor and microelectronics products totaled $12.8 million in Q314, up 5 percent sequentially from the $12.2 million recorded in the second quarter and down 10 percent from the $14.2 million recorded in Q313.

“Third quarter revenue was in line with our expectations,” said Dr. Franz Fink, Maxwell’s president and CEO. “Ultracapacitor sales into the wind energy, automotive and electric rail markets were solid, as were sales of our high voltage capacitor products, but ultracapacitor sales into the hybrid bus market in China were down sequentially, compared with Q2. "

On a U.S. generally accepted accounting principles (GAAP) basis, operating loss for the third quarter 2014 was $2.3 million, compared with an operating loss of $567,000 in Q214 and operating income of $6.2 million in Q313. GAAP net loss for Q314 was $3.3 million, or $0.11 per share, compared with a net loss of $1.2 million, or $0.04 per share in Q214 and net income of $6.0 million, or $0.21 per diluted share, in Q313.

On a non-GAAP basis, the Company reported operating loss of $1.3 million in Q314 compared with operating income of $599,000 in Q214 and operating income of $6.9 million in Q313. Non-GAAP net loss for Q314 was $2.3 million, or $0.08 cents per share, compared with net loss of $15,000, or zero cents per share in Q214 and net income of $6.7 million, or $0.23 per diluted share, in Q313. A reconciliation of GAAP to non-GAAP financial measures is included as an addendum to this release.

GAAP gross margin was 37 percent in Q314, compared with 36 percent in Q214 and 41 percent in Q313. GAAP operating expenses totaled approximately $17.7 million, or 43 percent of revenue, in Q314, compared with $17.2 million, or 37 percent of revenue, in Q214, and $14.9 million, or 29 percent of revenue, in Q313. Non-GAAP operating expenses totaled approximately $16.9 million, or 41 percent of revenue, in Q314 compared with $16.2 million, or 35 percent of revenue, in Q214 and $14.4 million, or 28 percent of revenue, in Q313. Cash and cash equivalents totaled $30.8 million as of September 30, 2014, compared with $30.7 million as of June 30, 2014. Complete financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations will be available with the filing of the Company's Quarterly Report on Form 10-Q with the Securities & Exchange Commission.

Outlook: Based on customer forecasts and order flow indicating increasing ultracapacitor sales into the hybrid bus market in China, along with higher sales into the wind energy market and continuing solid sales for other ultracapacitor applications and our high voltage and microelectronic products, total revenue for the fourth quarter is likely to increase by 20 to 25% compared with that reported in the third quarter.

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 (loss) from operations, non-GAAP net income (loss), and non-GAAP net income (loss) 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

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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 stock-based compensation expense.

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 third quarter of 2014 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-hardened microelectronic products for satellites and spacecraft include single board computers and components incorporating our proprietary RADPAK® packaging and shielding technology that enables them to perform reliably in space. 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:


•	the accuracy of customer demand forecasts and our reliance on them for planning and resource allocation;


•	our 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;


•	dependence 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;


•	dependence upon the sale of products into Asia and Europe, where macroeconomic factors outside our control may adversely affect our sales;

•

risks 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;


•	successful acquisition, development and retention of key personnel;


•	our ability to effectively manage our reliance upon certain suppliers of key component parts, specialty equipment and logistical services;


•	our ability to match production volume to actual customer demand;


•	our ability to manage product quality problems;


•	our ability to protect our intellectual property rights and to defend claims against us;


•	our ability to effectively identify, enter into, manage and benefit from strategic alliances;


•	occurrence of a catastrophic event at any of our facilities;


•	occurrence of a technology systems failure, network disruption, or breach in data security;


•	our ability to obtain sufficient capital to meet our operating or other needs; and,


•	our ability to manage and minimize the impact of unfavorable legal proceedings.

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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 October 23, 2014. 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

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MAXWELL TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)



	Three Months Ended								Nine Months Ended
	September 30, 2014			June 30, 2014			September 30, 2013		September 30, 2014			September 30, 2013
Revenue	$	41,593		$	46,074		$	51,197	$	133,668		$	154,555
Cost of revenue	26,123			29,474			30,084		83,728			93,636
Gross profit	15,470			16,600			21,113		49,940			60,919
Operating expenses:
Selling, general and administrative	10,823			10,944			9,455		32,706			32,945
Research and development	6,923			6,223			5,450		19,317			16,851
Total operating expenses	17,746			17,167			14,905		52,023			49,796
Income (loss) from operations	(2,276		)	(567		)	6,208		(2,083		)	11,123
Interest expense, net	49			28			36		116			121
Amortization of debt discount and prepaid debt costs	5			5			16		15			46
Income (loss) before income taxes	(2,330		)	(600		)	6,156		(2,214		)	10,956
Income tax provision	962			581			129		1,940			1,802
Net income (loss)	$	(3,292	)	$	(1,181	)	$	6,027	$	(4,154	)	$	9,154
Net income (loss) per common share:
Basic	$	(0.11	)	$	(0.04	)	$	0.21	$	(0.14	)	$	0.32
Diluted	$	(0.11	)	$	(0.04	)	$	0.21	$	(0.14	)	$	0.32
Weighted average common shares outstanding:
Basic	29,284			29,206			28,884		29,146			28,857
Diluted	29,284			29,206			28,940		29,146			28,883

MAXWELL TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)



	September 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	30,798		$	30,647
Trade and other accounts receivable, net	30,636			29,869
Inventories	52,009			44,736
Prepaid expenses and other current assets	2,779			2,314
Total current assets	116,222			107,566
Property and equipment, net	41,018			44,941
Goodwill	24,462			25,978
Pension asset	10,576			10,568
Other non-current assets	878			1,034
Total assets	$	193,156		$	190,087

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	30,696		$	25,616
Accrued employee compensation	10,270			8,788
Deferred revenue and customer deposits	2,826			1,043
Short-term borrowings and current portion of long-term debt	9,280			7,914
Deferred tax liability	813			890
Total current liabilities	53,885			44,251
Deferred tax liability, long-term	2,008			2,125
Long-term debt, excluding current portion	44			100
Other long-term liabilities	3,201			3,401
Total liabilities	59,138			49,877
Stockholders' equity:
Common stock, $0.10 par value per share, 40,000 shares authorized; 29,838 and 29,563 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively	2,983			2,953
Additional paid-in capital	276,261			271,928
Accumulated deficit	(155,948		)	(151,794		)
Accumulated other comprehensive income	10,722			17,123
Total stockholders' equity	134,018			140,210
Total liabilities and stockholders' equity	$	193,156		$	190,087

MAXWELL TECHNOLOGIES, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share data)

(Unaudited)



		Three Months Ended									Nine Months Ended
		September 30, 2014			June 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Gross Profit Reconciliation:
GAAP gross profit		$	15,470		$	16,600		$	21,113		$	49,940		$	60,919
Stock-based compensation expense included in cost of sales	A	145			190			228			587			762
Non-GAAP gross profit		$	15,615		$	16,790		$	21,341		$	50,527		$	61,681
Total Operating Expenses Reconciliation:
GAAP total operating expenses		$	17,746		$	17,167		$	14,905		$	52,023		$	49,796
Stock-based compensation expense	A	(866		)	(976		)	(491		)	(2,347		)	(1,860		)
Non-GAAP total operating expenses		$	16,880		$	16,191		$	14,414		$	49,676		$	47,936
Income (Loss) From Operations Reconciliation:
GAAP income (loss) from operations		$	(2,276	)	$	(567	)	$	6,208		$	(2,083	)	$	11,123
Stock-based compensation expense	A	1,011			1,166			719			2,934			2,622
Non-GAAP income (loss) from operations		$	(1,265	)	$	599		$	6,927		$	851		$	13,745
Net Income (Loss) Reconciliation:
GAAP net income (loss)		$	(3,292	)	$	(1,181	)	$	6,027		$	(4,154	)	$	9,154
Stock-based compensation expense	A	1,011			1,166			719			2,934			2,622
Non-GAAP net income (loss)		$	(2,281	)	$	(15	)	$	6,746		$	(1,220	)	$	11,776
Net Income (Loss) per Diluted Share Reconciliation:
GAAP net income (loss) per diluted share		$	(0.11	)	$	(0.04	)	$	0.21		$	(0.14	)	$	0.32
Stock-based compensation expense	A	0.03			0.04			0.02			0.10			0.09
Non-GAAP net income (loss) per diluted share		$	(0.08	)	$	—		$	0.23		$	(0.04	)	$	0.41

See note on next page

MAXWELL TECHNOLOGIES, INC.



(A)	Stock-based compensation expense consists of non-cash charges for employee stock options, restricted stock awards, restricted stock units and employee stock purchase plan awards. Results include stock-based compensation expense as follows (in thousands):

		Three Months Ended						Nine Months Ended
		September 30, 2014		June 30, 2014		September 30, 2013		September 30, 2014		September 30, 2013
	Cost of revenue	$	145	$	190	$	228	$	587	$	762
	Selling, general and administrative	716		733		332		1,705		1,337
	Research and development	150		243		159		642		523
	Total stock-based compensation expense	$	1,011	$	1,166	$	719	$	2,934	$	2,622