SAN DIEGO, March 16 /PRNewswire-FirstCall/ -- Maxwell Technologies, Inc. today filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, with the Securities and Exchange Commission (SEC).
The company's final audited financial results for the fourth quarter and FY 2005 reflect a net gain of $800,000, based on the change in "fair value" of conversion features in $25 million of convertible debentures and warrants to purchase 394,737 shares of Maxwell common stock from their original December 20, 2005 issue date to the company's December 31, 2005 fiscal year-end. The non-cash gain reduces the company's net loss for the fourth quarter to $1.1 million, or $0.06 per share, compared with a net loss of $1.9 million, or $0.12 per share, as reported in a press release issued February 28, 2006, pending completion of the valuation. The gain is recorded in the Statement of Operations as a gain on the fair value of "embedded derivative liabilities".
The year-end fair value gain calculation is based on a $1 decline in the closing price of Maxwell common stock on the Nasdaq Stock Exchange from December 20 to December 29, 2005. The fair value of the debenture conversion feature and warrants will be recalculated at each quarterly reporting period, and any difference in fair value from the prior period will be reflected in the Statement of Operations. Subsequent share price declines would result in recognition of additional gains, while share price increases would result in recognition of expenses. For example, if Maxwell's closing share price were $17 on March 31, 2006, the company would recognize a $1.9 million non-cash expense in the Statement of Operations due to a fair value change calculation.
The Black-Scholes valuation model is used to calculate fair value. Accounting for the conversion features in the debentures and warrants as derivative liabilities is in accordance with SFAS 133 "Accounting for Derivative Instruments and Hedging Activities", and EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company's Own Stock".
The debentures and warrants are convertible by the holder at any time into Maxwell common shares at a price of $19.00 per share. After eighteen months from the issue date, the company may require that a specified amount of the principal of the debentures be converted if certain conditions are satisfied for a period of 20 consecutive trading days. Maxwell is required to maintain a cash balance of at least $8 million at all times while the convertible debt is outstanding. Therefore $8 million of cash is classified as "restricted cash".
A summary Income Statement and Balance Sheet reflecting the above noted adjustments follow. Complete financial statements are available with the Form 10-K filed with the SEC, and may be accessed via the following link to the company's web site: http://www.maxwell.com/company/investors/sec_filings.html
Maxwell is a leading developer and manufacturer of innovative, cost- effective energy storage and power delivery solutions. Our BOOSTCAP(R) ultracapacitor cells and multi-cell modules and POWERCACHE(R) backup power systems provide safe and reliable power solutions for applications in consumer and industrial electronics, transportation and telecommunications. Our CONDIS(R) 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, please visit our website: http://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. Actual results could differ materially because of factors such as:
* the company's history of losses and uncertainty about its ability to
achieve or maintain profitability, or to obtain sufficient capital to
meet customer demand or other corporate needs;
* development and acceptance of products based on new technologies;
* demand for original equipment manufacturers' products reaching
anticipated levels;
* general economic conditions in the markets served by the company's
products;
* cost-effective manufacturing of new products;
* the impact of competitive products and pricing;
* risks and uncertainties involved in foreign operations, including the
impact of currency fluctuations;
* product liability or warranty claims in excess of our reserves.
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 which may be obtained by contacting Maxwell's investor relations department at (858) 503-3434 or at our investor relations website at http://www.maxwell.com/company/investors/sec_filings.html
All information in this release is as of March 16, 2006. The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company's expectations.
Maxwell Technologies, Inc. & Subsidiaries
Consolidated Statements of Income
Three Months Ended December 31, Year Ended December 31,
2005 2004 2005 2004
Total revenue $12,609 $8,487 $45,437 $32,212
Gross profit 4,590 574 14,034 6,911
Selling, general and
administrative
expenses 4,484 3,169 14,127 10,214
Research and
development 1,906 1,427 7,175 5,528
Loss from continuing
operations (1,135) (5,061) (6,254) (9,808)
Discontinued
operations, net of
tax 15 (20) (40) 733
Net loss $(1,120) $(5,081) $(6,294) $(9,075)
Basic and diluted net
loss per share:
Loss from continuing
operations $(0.07) $(0.33) $(0.39) $(0.67)
Discontinued
operations, net of
tax 0.01 -- -- 0.05
Net loss per share $(0.06) $(0.33) $(0.39) $(0.62)
MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
December 31, December 31,
2005 2004
ASSETS
Current assets:
Cash and cash equivalents $25,760 $10,740
Investments in marketable
securities 696 2,055
Trade and other accounts
receivable, net 6,915 6,911
Inventories, net 9,536 8,105
Prepaid expenses and other current
assets 841 921
Total current assets 43,748 28,732
Property and equipment, net 10,368 10,892
Other intangible assets, net 1,541 1,891
Goodwill 18,549 21,101
Prepaid pension asset 4,930 5,060
Restricted cash 8,000 --
Other non-current assets 1,328 50
$88,464 $67,726
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
liabilities $6,870 $7,291
Accrued warranty 632 701
Accrued employee compensation 2,588 1,591
Short-term borrowings and current
portion of long-term debt 1,695 1,970
Deferred tax liability - current
portion 291 357
Net liabilities of discontinued
operations 527 1,045
Total current liabilities 12,603 12,955
Deferred tax liability - long-term
portion 1,198 1,167
Long-term debt, excluding current
portion 22,212 813
Stock warrants 2,600 --
Stockholders' equity:
Common stock, $0.10 par value per
share, 40,000 shares authorized;
16,600 and 15,695 shares issued
and outstanding at December 31,
2005 and 2004, respectively 1,660 1,569
Additional paid-in capital 136,135 126,317
Unearned compensation (2,438) --
Accumulated deficit (87,600) (81,306)
Accumulated other comprehensive
income 2,094 6,211
Total stockholders' equity 49,851 52,791
$88,464 $67,726
