EX-99.1 2 dex991.htm PRESS RELEASE Press release

Exhibit 99.1

NEWS RELEASE

 

For Immediate Release

  

Contact:

   Michael Sund

March 16, 2006

      (858) 503-3233

MAXWELL TECHNOLOGIES FILES FORM 10-K FOR FISCAL YEAR 2005; FINAL AUDITED RESULTS

REFLECT GAIN FROM ACCOUNTING TREATMENT FOR CONVERTIBLE DEBENTURES AND WARRANTS

SAN DIEGO, Calif. — Maxwell Technologies, Inc. (Nasdaq: MXWL) 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® ultracapacitor cells and multi-cell modules and POWERCACHE® backup power systems provide safe and reliable power solutions for applications in consumer and industrial electronics, transportation and telecommunications. 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, please visit our website: www.maxwell.com.

 

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MAXWELL FILES FORM 10-K FOR FISCAL YEAR 2005

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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.

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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,
2005
    December 31,
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