11-K 1 mx00_11k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 FORM 11-K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES ACT OF 1934

(NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996).

For the fiscal year ended December 31, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 (NO FEE REQUIRED).

For the transition period from ________ to ________

Commission File Number 0-10964

 

MAXWELL TECHNOLOGIES, INC. 401(k) Savings Plan

9244 Balboa Avenue

San Diego, CA 92123

 

MAXWELL TECHNOLOGIES, INC.

9244 Balboa Avenue

San Diego, CA 92123

 

Maxwell Technologies, Inc.
401(k) Savings Plan

Audited Financial Statements and
Supplemental Schedules

Year ended December 31, 2000

 

Contents

Report of Ernst & Young, LLP, Independent Auditors

1

Audited Financial Statements

 

Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999

2

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2000

3

Notes to Financial Statements

4

Supplemental Schedules

 

Schedule H, Line 4d - Schedule of Non-Exempt Transactions for the year ended December 31, 2000

11

Schedule H, Line 4i - Schedule of Assets (Held at end of year) as of December 31, 2000

12

Exhibit 23.1 - Consent of Ernst & Young, LLP

13

 

Report of Ernst & Young LLP, Independent Auditors

Maxwell Technologies, Inc. as
Plan Administrator of Maxwell Technologies, Inc.
401(k) Savings Plan

     We have audited the accompanying statements of net assets available for benefits of Maxwell Technologies, Inc. 401(k) Savings Plan as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999 and the changes in its net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

     Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2000 and non-exempt transactions for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP
ERNST & YOUNG LLP

San Diego, California
May 23, 2001

Maxwell Technologies, Inc. 401(k) Savings Plan

Statements of Net Assets Available for Benefits

 

December 31,
 

2000

  

1999

 

 

 

 

Investments, at fair value:

 

 

 

     Declared rate funds

$24,536,732

 

$27,818,244

     Pooled separate accounts

37,027,083

 

42,319,286

     Common stock

561,934

 

294,359

     Participant loans

627,426

 

705,832

Total investments

62,753,175

 

71,137,721

 

 

 

 

Receivables:

 

 

 

     Employee contributions receivable

167,376

 

123,386

     Employer contributions receivable

49,850

 

43,992

Total receivables

217,226

 

167,378

Net assets available for benefits

$62,970,401

 

$71,305,099

See accompanying notes.

Maxwell Technologies, Inc. 401(k) Savings Plan

Statement of Changes in Net Assets Available for Benefits

For the year ended December 31, 2000

Additions:

 

     Employee contributions

$3,001,890

     Rollover contributions

410,892

     Employer contributions

874,722

     Transferred assets

2,319,094

     Loan principal transfers in

29,795

     Interest

1,487,774

     Net depreciation in fair value of investments

(5,279,878)

Total additions

2,844,289

 

 

Deductions:

 

     Benefits paid to participants

11,168,383

     Administrative expenses

10,604

Total deductions

11,178,987

 

 

Net decrease

(8,334,698)

Net assets available for benefits:

 

     Beginning of year

71,305,099

     End of year

$62,970,401

See accompanying notes.

Maxwell Technologies, Inc.
401(k) Savings Plan

Notes to Financial Statements

December 31, 2000

1. Significant Accounting Policies

Basis of Accounting

The financial statements of the Maxwell Technologies, Inc. (the "Company") 401(k) Savings Plan (the "Plan") are prepared on the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassification

Certain amounts from the prior year have been reclassified to conform to the current year presentation.

Investment Valuation and Income Recognition

Investments in pooled separate accounts are valued at current fair value, which represents the net asset value of units held at year-end. Maxwell Technologies Common Stock is valued at fair value based on quoted market price. Declared rate funds (CIGNA Guaranteed Long-Term Fund and Guaranteed Short-Term Fund) are valued at fair value, which approximates market rates. Interest rates are adjusted semiannually. Declared rate funds have no maturity dates or penalties for early withdrawals. The funds are not fully benefit responsive. Upon the Plan's discontinuance with CIGNA, CIGNA has the right to hold the fund's assets for five years and pay it out to the Plan Sponsor in annual installments. There are no reserves against the declared rate fund value for credit risk of the rate fund issuer or otherwise. The participant loans are valued at cost, which approximates fair value.

The CIGNA Guaranteed Long-Term Fund consists of two components; the Guaranteed Long-Term Fund which invests primarily in high-quality fixed income instruments, principally intermediate term bonds and commercial mortgages within Connecticut General's General Account and a short-term cash component held in the insurance company's Guaranteed Short-Term Account which consists of unallocated funds at year end.

Purchases and sales of investments are reflected on the trade dates. Interest income is recorded on the accrual basis.

2.  Description of the Plan

The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

General

The Plan is a defined contribution plan. The effective date of the Plan is August 1, 1983. The Plan was amended and restated in its entirety effective July 1, 1998. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

The Plan is exposed to credit risk in the event of default by the financial institutions or issuers of the investments to the extent of the amounts recorded on the statement of net assets available for benefits.

Eligibility

Employees of the Company who have at least 90 days of service are eligible to enter the Plan. After one year of service, employees are eligible to participate in the Company's matching and discretionary contributions. An eligible employee may enter the Plan as an active member on the first day of a full payroll period.

Contributions

Participants may contribute up to 15% of pretax annual compensation, subject to the limits of the Internal Revenue Code. Participants may also contribute amounts representing distributions from other qualified plans.

Participants may elect to make after-tax contributions to their own account and designate the manner in which these funds will be invested. Such voluntary contributions may be up to 10% of compensation less the amount of Tax-Deferred Contributions participants made during the year.

The Company's matching contribution is 50% of the first 6% of base compensation that a participant contributes to the Plan.

The Company may also make annual discretionary contributions in an amount determined at the Plan year-end. The discretionary contribution is allocated to participants in the ratio that their compensation bears to the total compensation paid to all eligible participants for the Plan year. There were no discretionary contributions in 2000.

Participant Accounts

Each participant's account is credited with the participant's contributions, the participant's share of the employer's contributions, if any, and Plan earnings or losses. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.

Vesting

A participant is immediately vested in his contributions to the Plan as well as the employer's contributions to the Plan.

Hardship Withdrawals

Participants may withdraw all or a percentage of their account balances attributable to their own contributions upon approval of the Plan Administrator and subject to Internal Revenue Service hardship withdrawal rules. After making a withdrawal, a participant is suspended from making additional contributions for a period of twelve months from the effective date of the withdrawal.

Withdrawals

Participants may make a cash withdrawal at any time from their After-Tax Contributions Sub-Account.

Participant Notes Receivable

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance. Loan transactions are treated as a transfer from (to) the investment fund to (from) the loan fund. Loan terms range from 1-5 years or up to 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan Administrator. Interest rates range from 7% to 11%. Principal and interest is paid through payroll deductions. Participants may have up to two outstanding loans at a time.

Payments of Benefits

Upon termination of service, death, disability or retirement, a participant or his beneficiary may receive a lump-sum amount equal to the vested value of his or her account or elect to receive installment payments. If the participant's account is $5,000 or less, the Company may distribute the entire balance in a lump sum.

Amounts allocated to withdrawing participants for benefit claims that have been processed and approved prior to Plan year end, but not paid, totaled $260,193 and $0 at December 31, 2000 and 1999, respectively.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts.

3. Investments

The Connecticut General Life Insurance Company, custodian of the Plan, holds the Plan's investments and executes all investment transactions.

During 2000, the Plan's investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows:

 

Net Realized and Unrealized Appreciation (Depreciation) in Fair Value of Investments

Pooled separate accounts

$(5,534,532)

Common stock

254,654

 

$(5,279,878)

The fair value of individual investments that represent 5% or more of the Plan's net assets is as follows:

 

December 31,

 

2000

1999

 

 

 

CIGNA Guaranteed Long-Term Fund

$24,536,665

$27,803,168

CIGNA Stock Market Index Fund

7,100,209

8,611,554

Fidelity Advisor Growth Opportunities Fund

-

12,572,207

Warburg Pincus Advisor Emerging Growth Fund

-

5,936,921

CIGNA Lifetime 40 Fund

6,967,082

6,748,333

Janus Worldwide Fund

5,808,887

6,081,943

Chtr Lg. Co. Stock Growth II - Morgan

7,642,098

-

Invesco Dynamics

5,534,069

-

4. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated April 14, 1995, stating that the Plan is qualified, in form, under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan qualifies and the related trust is tax exempt. Subsequent amendments have been structured to, and are intended to, maintain the Plan's tax qualified status.

5. Differences Between Financial Statements and Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2000:

Net assets available for benefits per the financial statements

$62,970,401

Benefits payable

(260,193)

Net assets available for benefits per the Form 5500

$62,710,208

 

Supplemental Schedules

 

Maxwell Technologies, Inc.

401(k) Savings Plan

Employer ID# 95-2390133 Plan #002

Schedule H, Line 4d - Schedule of Non-Exempt Transactions

December 31, 2000

(a)
Identity of Party Involved

(b)
Relation to Plan Employer or Other Party-in-Interest

(c)
Description of Transactions Including Maturity Date, Rate, of Interest, Collateral, Par or Maturity Value

 

 

 

Maxwell Technologies, Inc.

Employer/Plan Sponsor

Contributions totaling $101,352 for the payroll period of July 23, 2000 were deposited on August 25, 2000.

Maxwell Technologies, Inc.

Employer/Plan Sponsor

Contributions totaling $99,987 for the payroll period of November 11, 2000 were deposited on December 22, 2000.

 

Maxwell Technologies, Inc.

401(k) Savings Plan

Employer ID# 95-2390133 Plan #002

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

December 31, 2000

(a)

(b)
Identity of Issue

(c)
Description of Asset

(d)
Cost

(e)
Current Value

*

Connecticut General Life Insurance Company:

 

 

 

 

     CIGNA Guaranteed Long-Term Fund

51.1481 units

24,536,665

$24,536,665

 

     CIGNA Guaranteed Short-Term Account

66.7700 units

67

67

 

 

 

 

24,536,732

 

Pooled separate accounts:

 

 

 

 

CIGNA Stock Market Index Fund

71.4042 units

6,409,554

7,100,209

 

Fidelity Advisor Growth Opportunities Fund

66.1028 units

-

-

 

Warburg Pincus Advisor Emerging Growth Fund

59.9426 units

-

-

 

CIGNA Lifetime 20 Fund

23.9159 units

704,871

765,763

 

CIGNA Lifetime 30 Fund

23.1659 units

639,542

719,110

 

CIGNA Lifetime 40 Fund

22.1134 units

5,308,458

6,967,082

 

CIGNA Lifetime 50 Fund

20.9625 units

303,808

331,300

 

CIGNA Lifetime 60 Fund

18.6708 units

890,328

1,016,192

 

Janus Worldwide Fund

74.3826 units

5,354,797

5,808,887

 

Core Bond Enhanced Index Fund

11.1141 units

12,743

12,974

 

Charter High Yield Bond - CIGNA

8.5796 units

71,323

64,079

 

Charter Large Company Stock Value I - Levin

15.8919 units

230,936

234,393

 

Charter Large Company Stock Growth II - Morgan

13.0181 units

9,052,901

7,642,098

 

Invesco Dynamics

34.5428 units

7,293,863

5,534,069

 

Charter Small Company Stock Value I - Berger

14.4898 units

556,886

625,857

 

Charter Small Company Stock Growth II - Timessquare

17.1426 units

190,948

205,070

*

Participant loans

7% - 11% interest; various maturities

-

561,934

 

 

 

 

 

*

Maxwell Technologies, Inc. Common Stock

42,003 shares

457,733

627,426

 

 

  

 

$62,753,175

* Party-in-interest to the Plan.

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the inclusion of our report dated May 23, 2001, with respect to the financial statements and supplemental schedules of the Maxwell Technologies, Inc. 401(k) Savings Plan, in this Annual Report (Form 11-K) for the year ended December 31, 2000.

/s/ Ernst & Young LLP
ERNST & YOUNG LLP

San Diego, California
June 26, 2001