Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 02, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MAXWELL TECHNOLOGIES INC | |
Entity Central Index Key | 319,815 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | mxwl | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 37,075,764 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 52,852 | $ 25,359 |
Trade and other accounts receivable, net of allowance for doubtful accounts of $30 and $26 as of September 30, 2017 and December 31, 2016, respectively | 27,142 | 20,441 |
Inventories, net | 31,599 | 32,248 |
Prepaid expenses and other current assets | 3,336 | 4,407 |
Total current assets | 114,929 | 82,455 |
Property and equipment, net | 26,069 | 26,120 |
Intangible assets, net | 11,147 | 0 |
Goodwill | 35,188 | 22,799 |
Pension asset | 9,605 | 8,887 |
Other non-current assets | 883 | 613 |
Total assets | 197,821 | 140,874 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 29,580 | 19,181 |
Accrued employee compensation | 8,865 | 6,152 |
Deferred revenue and customer deposits | 6,236 | 3,967 |
Short-term borrowings and current portion of long-term debt | 33 | 40 |
Total current liabilities | 44,714 | 29,340 |
Deferred tax liability, long-term | 7,965 | 8,580 |
Long-term debt, excluding current portion | 30,171 | 43 |
Defined benefit plan liability | 3,462 | 0 |
Other long-term liabilities | 3,004 | 2,089 |
Total liabilities | 89,316 | 40,052 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock, $0.10 par value per share, 80,000,000 shares authorized at September 30, 2017 and December 31, 2016; 37,075,764 and 32,135,029 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 3,705 | 3,210 |
Additional paid-in capital | 334,593 | 296,316 |
Accumulated deficit | (238,481) | (204,104) |
Accumulated other comprehensive income | 8,688 | 5,400 |
Total stockholders’ equity | 108,505 | 100,822 |
Total liabilities and stockholders’ equity | $ 197,821 | $ 140,874 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Trade and other accounts receivable, allowance | $ 30 | $ 26 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 37,075,764 | 32,135,029 |
Common stock, shares outstanding | 37,075,764 | 32,135,029 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 35,816 | $ 25,506 | $ 99,605 | $ 94,844 |
Cost of revenue | 28,420 | 17,878 | 78,191 | 67,582 |
Gross profit | 7,396 | 7,628 | 21,414 | 27,262 |
Operating expenses: | ||||
Selling, general and administrative | 14,514 | 8,374 | 36,124 | 26,695 |
Research and development | 4,891 | 5,038 | 14,007 | 16,106 |
Restructuring and exit costs | 1,251 | 0 | 2,248 | 297 |
Impairment of assets | 0 | 155 | 0 | 155 |
Total operating expenses | 20,656 | 13,567 | 52,379 | 43,253 |
Loss from operations | (13,260) | (5,939) | (30,965) | (15,991) |
Gain on sale of product line | 0 | 0 | 0 | (6,657) |
Interest expense, net | 152 | 48 | 312 | 179 |
Other income | (14) | (5) | (67) | (136) |
Foreign currency exchange (gain) loss, net | (65) | 49 | 50 | 252 |
Loss before income taxes | (13,333) | (6,031) | (31,260) | (9,629) |
Income tax provision | 527 | 824 | 3,117 | 1,907 |
Net loss | $ (13,860) | $ (6,855) | $ (34,377) | $ (11,536) |
Net loss per share | ||||
Basic and diluted (in dollars per share) | $ (0.37) | $ (0.21) | $ (0.98) | $ (0.36) |
Weighted average common shares outstanding: | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 37,008 | 31,989 | 34,929 | 31,828 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (13,860) | $ (6,855) | $ (34,377) | $ (11,536) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | (929) | 685 | 3,197 | 1,557 |
Defined benefit pension plan, net of tax: | ||||
Amortization of deferred loss, net of tax provision of $12 for the three months ended September 30, 2016; net of tax provision of $37 for the nine months ended September 30, 2016 | 0 | 49 | 0 | 146 |
Amortization of prior service cost, net of tax provision of $7 and $8 for the three months ended September 30, 2017 and 2016, respectively; net of tax provision of $22 and $23 for the nine months ended September 30, 2017 and 2016, respectively | 31 | 30 | 91 | 90 |
Other comprehensive income (loss), net of tax | (898) | 764 | 3,288 | 1,793 |
Comprehensive loss | $ (14,758) | $ (6,091) | $ (31,089) | $ (9,743) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax provision for amortization of deferred loss | $ 0 | $ 12 | $ 0 | $ 37 |
Tax provision for amortization of prior service cost | $ 7 | $ 8 | $ 22 | $ 23 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (34,377) | $ (11,536) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 6,638 | 7,416 |
Amortization of intangible assets | 502 | 0 |
Non-cash interest expense | 24 | 0 |
Loss on lease due to restructuring | 179 | 87 |
Pension and defined benefit plan cost | 520 | 479 |
Stock-based compensation expense | 6,547 | 3,759 |
Gain on sale of property and equipment | (20) | (131) |
Impairment of property and equipment | 0 | 155 |
Gain on sale of product line | 0 | (6,657) |
Unrealized (gain) loss on foreign currency exchange rates | (8) | 45 |
Release of tax liability | 0 | (1,518) |
Provision for losses on accounts receivable | 4 | 56 |
Provision for losses on inventory | 1,669 | 226 |
Provision for warranties | 605 | 444 |
Changes in operating assets and liabilities: | ||
Trade and other accounts receivable | (3,654) | 20,151 |
Inventories | 3,626 | (7,209) |
Prepaid expenses and other assets | 145 | (1,288) |
Pension asset | (502) | (441) |
Accounts payable and accrued liabilities | 7,293 | (16,704) |
Deferred revenue and customer deposits | 1,817 | 11 |
Accrued employee compensation | 1,190 | (962) |
Deferred tax liability | (981) | 113 |
Other long-term liabilities | 7 | (479) |
Net cash used in operating activities | (8,776) | (13,983) |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (3,315) | (4,689) |
Proceeds from sale of property and equipment | 20 | 133 |
Cash used in acquisition, net of cash acquired | (97) | 0 |
Proceeds from sale of product line | 1,500 | 20,486 |
Net cash provided by (used in) investing activities | (1,892) | 15,930 |
FINANCING ACTIVITIES: | ||
Principal payments on long-term debt and short-term borrowings | (24) | (33) |
Proceeds from long-term debt and short-term borrowings, net of discount and issuance costs | 37,333 | 0 |
Proceeds from issuance of common stock under equity compensation plans | 193 | 618 |
Net cash provided by financing activities | 37,502 | 585 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 659 | 588 |
Increase in cash, cash equivalents and restricted cash | 27,493 | 3,120 |
Cash, cash equivalents and restricted cash, beginning of period | 25,359 | 24,782 |
Cash, cash equivalents and restricted cash, end of period | $ 52,852 | $ 27,902 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Maxwell Technologies, Inc. is a Delaware corporation originally incorporated in 1965 under the name Maxwell Laboratories, Inc. In 1983, the Company completed an initial public offering, and in 1996, changed its name to Maxwell Technologies, Inc. The Company is headquartered in San Diego, California, and has three manufacturing facilities located in Rossens, Switzerland; Yongin, South Korea and Peoria, Arizona. In addition, the Company has two contract manufacturers located in China. Maxwell operates as one operating segment, which is comprised of two product lines: • Ultracapacitors: The Company’s primary focus, ultracapacitors, are energy storage devices that possess a unique combination of high power density, extremely long operational life and the ability to charge and discharge very rapidly. The Company’s ultracapacitor cells, multi-cell packs and modules provide highly reliable energy storage and power delivery solutions for applications in multiple industries, including automotive, bus, rail and truck in transportation and grid energy storage, and wind in renewable energy. The Company’s recently developed lithium-ion capacitors are energy storage devices with the power characteristics of an ultracapacitor combined with enhanced energy storage capacity approaching that of a battery. They are uniquely designed to address a variety of applications in the rail, grid, and industrial markets where energy density and weight are differentiating factors. • High-Voltage Capacitors: The Company’s CONDIS ® high-voltage capacitors are designed and manufactured to perform reliably for decades in all climates. These products include grading and coupling capacitors and capacitive voltage dividers that are used to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy. In addition to its two existing product lines, the Company continues to develop its dry battery electrode technology, which it believes has the potential to be a revolutionary technology within the battery industry with a substantial market opportunity, particularly for use in electric vehicles. By applying our proprietary and fundamental dry electrode manufacturing technology and trade secrets to batteries of varying chemistries, the Company believes it can create significant performance and cost benefits when compared with today’s state of the art wet electrode technology. In April 2017, the Company acquired substantially all of the assets and business of Nesscap Energy, Inc. (“Nesscap”), a developer and manufacturer of ultracapacitor products for use in transportation, renewable energy, industrial and consumer markets. The acquisition added complementary businesses to the Company’s operations and expanded the Company’s portfolio of ultracapacitor products. In April 2016, the Company sold substantially all of the assets and liabilities of a third product line, radiation-hardened microelectronics. The Company’s radiation-hardened microelectronic products for satellites and spacecraft included single board computers and components, such as high-density memory and power modules. The Company’s products are designed and manufactured to perform reliably for the life of the products and systems into which they are integrated. The Company achieves high reliability through the application of proprietary technologies and rigorously controlled design, development, manufacturing and test processes. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Maxwell Technologies, Inc. and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany transactions and account balances have been eliminated in consolidation. The Company has prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with the instructions to Form 10-Q and the standards of accounting measurement set forth in the Interim Reporting Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Consequently, the Company has not necessarily included in this Form 10-Q all information and footnotes required for audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements in this Form 10-Q contain all adjustments (consisting only of normal recurring adjustments, except as otherwise indicated) necessary to for a fair statement of the financial position, results of operations, and cash flows of Maxwell Technologies, Inc. for all periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any subsequent period or for the entire year. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in the accompanying interim consolidated financial statements. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Reclassifications Impairment of assets for the three and nine months ended September 30, 2016 has been reclassified from “selling, general and administrative” to “impairment of assets” in the condensed consolidated statements of operations, to conform to the current period presentation. This reclassification does not impact reported net loss and do not otherwise have a material impact on the presentation of the overall financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. These estimates include, but are not limited to, assessing the collectability of accounts receivable, applied and unapplied production costs, production capacities, the usage and recoverability of inventories and long-lived assets, deferred income taxes, the incurrence of warranty obligations, the fair value of acquired tangible and intangible assets, impairment of goodwill and intangible assets, estimation of the cost to complete certain projects, estimation of pension assets and liabilities, estimation of employee severance benefit obligations, accruals for estimated losses for legal matters, and estimation of the value of stock-based compensation awards, including the probability that the performance criteria of restricted stock unit awards will be met. Income Taxes As of September 30, 2017 , the Company has a cumulative valuation allowance recorded offsetting its worldwide net deferred tax assets of $91.0 million , of which the significant majority represents the valuation allowance on its U.S. net deferred tax asset. The Company has established a valuation allowance against its U.S. federal and state deferred tax assets due to the uncertainty surrounding the realization of such assets. Management periodically evaluates the recoverability of the deferred tax assets and at such time as it is determined that it is more likely than not that U.S. deferred tax assets are realizable, the valuation allowance will be reduced accordingly. Any such release would result in recording a tax benefit that would increase net income in the period the valuation is released. The Company records taxes on the undistributed earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered indefinitely reinvested outside of the U.S. As of September 30, 2017 , the Company has recorded a $4.9 million deferred tax liability for Swiss withholding taxes associated with $97.6 million of undistributed earnings of its Swiss subsidiary that are no longer considered indefinitely reinvested. In the event that the Company repatriates these funds, these withholding taxes would become payable. Goodwill Goodwill, which represents the excess of the cost of an acquired business over the net fair value assigned to its assets and liabilities, is not amortized. Instead, goodwill is assessed annually at the reporting unit level for impairment under the Intangibles—Goodwill and Other Topic of the FASB ASC. The Company has established December 31 as the annual impairment test date. In addition, the Company assesses goodwill in between annual test dates if an event occurs or circumstances change that could more likely than not reduce the fair value of a reporting unit below its carrying value. The Company first makes a qualitative assessment as to whether goodwill is impaired. If it is more likely than not that goodwill is impaired, the Company performs a quantitative impairment analysis to determine if goodwill is impaired. The Company may also determine to skip the qualitative assessment in any year and move directly to the quantitative test. The quantitative goodwill impairment analysis compares the reporting unit’s carrying amount to its fair value. Goodwill impairment is recorded for any excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. During the year ended December 31, 2016 , the Company performed a quantitative goodwill impairment analysis for one reporting unit, which required the Company to make significant assumptions and estimates about the extent and timing of future cash flows, discount rates and growth rates. The analysis indicated that the goodwill assigned to the reporting unit was not impaired. Long-Lived Assets and Intangible Assets The Company records intangible assets at their respective estimated fair values at the date of acquisition. Intangible assets are amortized based upon the pattern in which their economic benefit will be realized, or if this pattern cannot be reliably determined, using the straight-line method over their estimated useful lives of eight to fourteen years. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including intangible assets, may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If the Company determines that the carrying value of the asset is not recoverable, a permanent impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Warranty Obligation The Company provides warranties on all product sales for terms ranging from one to eight years. The Company accrues for the estimated warranty costs at the time of sale based on historical warranty experience plus any known or expected changes in warranty exposure. As of September 30, 2017 and December 31, 2016 , the accrued warranty liability included in “accounts payable and accrued liabilities” in the condensed consolidated balance sheets was $2.3 million and $1.2 million , respectively. Convertible Debt Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the proceeds of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, the convertible notes are carried at amortized cost using the effective interest method. Revenue Recognition Revenue is derived primarily from the sale of manufactured products directly to customers. Product revenue is recognized, according to the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) Numbers 101, Revenue Recognition in Financial Statements , and 104, Revenue Recognition , when all of the following criteria are met: (1) persuasive evidence of an arrangement exists (upon contract signing or receipt of an authorized purchase order from a customer); (2) title passes to the customer at either shipment from the Company’s facilities or receipt at the customer facility, depending on shipping terms; (3) customer payment is deemed fixed or determinable and free of contingencies or significant uncertainties; and (4) collectability is reasonably assured. This policy has been consistently applied from period to period. A portion of our revenue is derived from sales to distributors. Distributor revenue is recognized when all of the criteria for revenue recognition are met, which is generally the time of shipment to the distributor; all returns and credits are estimable and not significant. Certain distributor agreements of Nesscap Korea provide for significant rights of return and price adjustment; revenue related to these distributors is deferred until the period in which the distributor sells through the inventory to the end customer. Revenue from production-type contracts, which represents less than five percent of total revenue, is recognized using the percentage of completion method. The degree of completion is determined based on costs incurred as a percentage of total costs anticipated, excluding costs that are not representative of progress to completion. Total deferred revenue and customer deposits in the consolidated balance sheets as of September 30, 2017 and December 31, 2016 was $6.2 million and $4.0 million , respectively, and primarily relates to cash received under the localization agreement with CRRC-SRI which will be recognized over the ten -year term of the agreement, amounts received in advance from a customer in connection with a production-type contract for which revenue is recognized using the percentage of completion method, payments received under a joint development agreement, which are recognized as an offset to research and development expense as services are performed, deferred revenue for distributors on the sell-through method of recognition, and customer advances. Liquidity On September 25, 2017, the Company issued $40.0 million of 5.50% Convertible Senior Notes due 2022 (the “Notes”). The Company received net proceeds, after deducting the initial purchaser’s discount and offering expenses payable by the Company, of approximately $37.3 million . The Notes bear interest at a rate of 5.50% per year, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2018. On October 11, 2017, under a 30-day option that was exercised, the Company issued an additional $6.0 million aggregate principal amount of convertible senior notes under the same terms and received $5.7 million of net proceeds. As of September 30, 2017 , the Company had approximately $52.9 million in cash and cash equivalents, and working capital of $70.2 million . In July 2015, the Company entered into a loan agreement with East West Bank (“EWB”), whereby EWB made available to the Company a secured credit facility in the form of a revolving line of credit which is available up to a maximum of the lesser of: (a) $25.0 million ; or (b) a certain percentage of domestic and foreign trade receivables. As of September 30, 2017 , no amounts have been borrowed under this revolving line of credit and the amount available was $12.0 million . Management believes the available cash balance, along with the available borrowings under the revolving line of credit, will be sufficient to fund operations, obligations as they become due, and capital investments for at least the next twelve months. Net Income (Loss) per Share In accordance with the Earnings Per Share Topic of the FASB ASC, basic net income or loss per share is calculated using the weighted average number of common shares outstanding during the period. Diluted net income per share includes the impact of additional common shares that would have been outstanding if potentially dilutive common shares were issued. Potentially dilutive securities are not considered in the calculation of diluted net loss per share, as their inclusion would be anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator Net loss $ (13,860 ) $ (6,855 ) $ (34,377 ) $ (11,536 ) Denominator Weighted-average common shares outstanding 37,008 31,989 34,929 31,828 Net loss per share Basic and diluted $ (0.37 ) $ (0.21 ) $ (0.98 ) $ (0.36 ) The following table summarizes instruments that may be convertible into common shares that are not included in the denominator used in the diluted net loss per share calculation because to do so would be anti-dilutive (in thousands): Three and Nine Months Ended September 30, 2017 2016 Outstanding options to purchase common stock 364 465 Unvested restricted stock awards 29 96 Unvested restricted stock unit awards 2,760 1,686 Employee stock purchase plan awards 29 61 Bonus to be paid in stock awards 349 183 Convertible senior notes 6,300 — Business Combinations The Company accounts for businesses it acquires in accordance with ASC Topic 805, Business Combinations , which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. The Company may utilize third-party valuation specialists to assist the Company in the allocation. Initial purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred. Restructuring and Exit Costs Restructuring and exit costs involve employee-related termination costs, facility exit costs and other costs associated with restructuring activities. The Company accounts for charges resulting from operational restructuring actions in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC 420”) and ASC Topic 712, Compensation-Nonretirement Postemployment Benefits (“ASC 712”). The recognition of restructuring costs requires the Company to make certain assumptions related to the amounts of employee severance benefits, the time period over which leased facilities will remain vacant and expected sublease terms and discount rates. Estimates and assumptions are based on the best information available at the time the obligation arises. These estimates are reviewed and revised as facts and circumstances dictate; changes in these estimates could have a material effect on the amount accrued in the condensed consolidated balance sheet. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . The standard provides companies with a single model for accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date , which defers the required adoption date of ASU 2014-09 by one year. As a result of the deferred effective date, ASU 2014-09 will be effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted but not before the original effective date of the new standard of the first quarter of fiscal 2017. The following ASUs were subsequently issued by the FASB to clarify the implementation guidance in some areas and add practical expedients: In March 2016, ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations; in April 2016, ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; in May 2016, ASU 2016-12, Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients; and in December 2016, ASU 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers . The Company is in the process of evaluating its standard product sales arrangements and has identified an adoption impact related to revenue from certain distributor agreements which is currently deferred until the period in which the distributor sells through the inventory to the end customer. In connection with the adoption of ASU 2014-09, the Company anticipates a change in the recognition of such distributor revenue whereby revenue is estimated and recognized in the period in which the Company sells the product to the distributor; the adoption impact is expected to be less than $1.0 million . Other than this impact, the Company has not yet identified any expected material impact on the timing and measurement of revenue for standard product sales arrangements from the adoption of the standard; however, the Company is still in the process of formalizing its final conclusions. The Company is still evaluating the impact of adoption on non-product sales arrangements, which represent less than five percent of revenue. The Company has also developed a comprehensive project plan to guide implementation of the new standard and expects to complete its assessment in December 2017. The Company intends to adopt the new standard using the modified retrospective transition method effective January 1, 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases . The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. The Company’s initial evaluation of its current leases does not indicate that the adoption of this standard will have a material impact on its consolidated statements of operations. The Company expects that the adoption of the standard will have a material impact on its consolidated balance sheets for the recognition of certain operating leases as right-of-use assets and lease liabilities. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which changes the accounting for employee share-based payments, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new guidance, excess tax benefits associated with share-based payment awards will be recognized in the income statement when the awards vest or settle, rather than in stockholders’ equity. In addition, it will increase the number of shares an employer can withhold to cover income taxes on share-based payment awards and still qualify for the exemption to liability classification. The guidance was effective for the Company in the first quarter of 2017. The adoption of this standard resulted in the recognition of approximately $10.0 million of deferred tax assets related to stock-based compensation and a corresponding increase in the Company’s valuation allowance, which will be disclosed in the Company’s notes to the consolidated financial statements in its Annual Report on Form 10-K. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash , which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The guidance will be effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted, including adoption in an interim period, but any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The new standard must be adopted retrospectively. The Company early adopted this standard in the fourth quarter of 2016. In accordance with the Company’s early adoption of ASU No. 2016-18, for the nine months ended September 30, 2016 , the retrospective restatement was limited to including restricted cash balances in the amount of $0.4 million in beginning and $0.1 million in ending cash, cash equivalents and restricted cash balances in the consolidated statements of cash flows. The retrospective adoption did not impact reported net loss and does not otherwise have a material impact on the presentation of the overall financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business , which clarifies the definition of a business and adds further guidance in evaluating whether a transaction should be accounted for as an acquisition of an asset or a business. This standard will be effective for the first annual period beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The Company early adopted this standard on January 1, 2017 and the adoption did not have an effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, which eliminates step two of the quantitative goodwill impairment test. Step two required determination of the implied fair value of a reporting unit, and then a comparison of this implied fair value with the carrying amount of goodwill for the reporting unit, in order to determine any goodwill impairment. Under the new guidance, an entity is only required to complete a one-step quantitative test, by comparing the fair value of a reporting unit with its carrying amount, and any goodwill impairment charge is determined by the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The standard is effective for the Company in the first quarter of 2020, with early adoption permitted as of January 1, 2017, and is to be applied on a prospective basis. The adoption of the standard will not materially impact the Company's consolidated financial statements unless step one of the annual goodwill impairment test fails. The Company early adopted this standard on January 1, 2017 and the adoption did not have an effect on the Company’s consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the statement of operations. The new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside the subtotal of loss from operations. ASU 2017-07 also provides that only the service cost component is eligible for capitalization. This standard will impact the Company’s loss from operations but will have no impact on our net loss or net loss per share. The standard is effective for the Company in the first quarter of 2018, with adoption to be applied on a retrospective basis. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting, which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive. The amendments of this ASU are effective for the Company in the first quarter of 2018, with early adoption permitted. The adoption of ASU 2017-09 is not expected to have an impact on the Company’s consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which modifies the presentation and disclosure of hedging results. Further, it provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in income. The amendments in this ASU are effective for the Company in the first quarter of 2019. The Company does not expect this ASU to have a material impact on its consolidated financial statements. There have been no other recent accounting standards, or changes in accounting standards, during the nine months ended September 30, 2017 , as compared with the recent accounting standards described in our Annual Report on Form 10-K, that are of material significance, or have potential material significance, to the Company. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details (in thousands) Inventories, net September 30, December 31, Raw materials and purchased parts $ 13,291 $ 12,980 Work-in-process 3,037 858 Finished goods 17,463 19,492 Reserves (2,192 ) (1,082 ) Total inventories, net $ 31,599 $ 32,248 Warranty Activity in the warranty reserve, which is included in “accounts payable and accrued liabilities” in the condensed consolidated balance sheets, is as follows: Nine Months Ended September 30, 2017 2016 Beginning balance $ 1,213 $ 1,288 Acquired liability from Nesscap 773 — Product warranties issued 352 298 Settlement of warranties (300 ) (427 ) Changes related to preexisting warranties 253 146 Ending balance $ 2,291 $ 1,305 Accumulated Other Comprehensive Income Foreign Defined Benefit Accumulated Affected Line Items in the Statement of Operations Balance as of December 31, 2016 $ 7,826 $ (2,426 ) $ 5,400 Other comprehensive income before reclassification 3,197 — 3,197 Amounts reclassified from accumulated other comprehensive income — 91 91 Cost of Sales, Selling, General and Administrative and Research and Development Expense Net other comprehensive income for the nine months ended September 30, 2017 3,197 91 3,288 Balance as of September 30, 2017 $ 11,023 $ (2,335 ) $ 8,688 |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination | Business Combination On April 28, 2017, the Company acquired substantially all of the assets and business of Nesscap Energy, Inc. (“Nesscap”), a developer and manufacturer of ultracapacitor products for use in transportation, renewable energy, industrial and consumer markets, in exchange for the issuance of approximately 4.1 million shares of Maxwell common stock (the “Share Consideration”) and the assumption of certain liabilities pursuant to the terms of the previously announced Arrangement Agreement dated as of February 28, 2017 between Maxwell and Nesscap (the “ Nesscap Acquisition”). The value of the Share Consideration was approximately $25.3 million based on the closing price of the Company’s common stock on April 28, 2017. Additionally, per the Arrangement Agreement, the Company paid approximately $1.0 million of transaction taxes on behalf of the seller. The Nesscap Acquisition was effected by means of a court-approved statutory plan of arrangement and was approved by the requisite vote cast by shareholders of Nesscap at a special meeting of Nesscap’s shareholders held on April 24, 2017. The Share Consideration represents approximately 11.3% of the outstanding shares of Maxwell, based on the number of shares of Maxwell common stock outstanding as of April 28, 2017. The Nesscap Acquisition adds scale to the Company’s operations and expands the Company’s portfolio of ultracapacitor products. The fair value of the purchase price consideration consisted of the following (in thousands): Maxwell common stock $ 25,294 Settlement of seller’s transaction expenses 1,006 Total estimated purchase price $ 26,300 The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations . Under this method of accounting, the Company recorded the acquisition based on the fair value of the consideration given and the cash consideration paid. The Company allocated the acquisition consideration paid to the identifiable assets acquired and liabilities assumed based on their respective preliminary fair values at the date of completion of the acquisition. Any excess of the value of consideration paid over the aggregate fair value of those net assets has been recorded as goodwill, which is attributable to expected synergies from combining operations, the acquired workforce, as well as intangible assets which do not qualify for separate recognition. The Company has not yet determined the allocation of goodwill to its reporting units. The goodwill associated with the acquisition is not deductible for income tax purposes. The preliminary fair values of net tangible assets and intangible assets acquired were based upon preliminary valuations and the Company's estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas that remain preliminary relate to a license termination liability, income taxes and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired during the measurement period. The following table summarizes the preliminary allocation of the assets acquired and liabilities assumed at the acquisition date (in thousands): Fair Value Cash and cash equivalents $ 909 Accounts receivable 2,545 Inventories 4,397 Prepaid expenses and other assets 764 Property and equipment 3,314 Intangible assets 11,800 Accounts payable, accrued compensation and other liabilities (5,713 ) Employee severance obligation (3,340 ) Total identifiable net assets 14,676 Goodwill 11,624 Total purchase price $ 26,300 The fair value of inventories acquired included an acquisition accounting fair market value step-up of $0.7 million . In the three and nine months ended September 30, 2017, the Company recognized $0.3 million and $0.6 million , respectively, of the step-up as a component of cost of revenue for acquired inventory sold during the period. Included in inventory as of September 30, 2017, was $0.1 million relating to the remaining fair value step-up associated with the acquisition. For the three and nine months ended September 30, 2017, acquisition-related costs of $46,000 and $1.8 million , respectively, were included in selling, general, and administrative expenses in the Company's condensed consolidated statements of operations. The following table presents details of the preliminary identified intangible assets acquired through the Nesscap Acquisition (in thousands): Estimated Useful Life (in years) Fair Value Customer relationships - institutional 14 $ 3,200 Customer relationships - non-institutional 10 4,400 Trademarks and trade names 10 1,500 Developed technology 8 2,700 Total intangible assets $ 11,800 The fair value of the $11.8 million of identified intangible assets acquired in connection with the Nesscap Acquisition was estimated using an income approach. Under the income approach, an intangible asset's fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. More specifically, the fair values of the customer relationship intangible assets were determined using the multi-period excess earnings method, which estimates an intangible asset’s value based on the present value of the incremental after-tax cash flows attributable only to the intangible asset. The fair values of the trademark and trade names and developed technology intangible assets were valued using the relief from royalty method, which is based on the principle that ownership of the intangible asset relieves the owner of the need to pay a royalty to another party in exchange for rights to use the asset. The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented, as if the Nesscap Acquisition had occurred at the beginning of fiscal year 2016 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenues $ 35,816 $ 31,177 $ 104,771 $ 109,817 Net loss (13,573 ) (8,133 ) (35,165 ) (14,788 ) Net loss per share: Basic and diluted (0.37 ) (0.23 ) (0.96 ) (0.41 ) Weighted average common shares outstanding: Basic and diluted 37,008 36,136 36,706 35,975 The unaudited pro forma information has been adjusted to reflect the following: • Amortization expense for acquired intangibles and removal of Nesscap historical intangibles amortization • Removal of historical Nesscap interest expenses, gains and losses related to debt not acquired • Recognition of expense associated with the valuation of inventory acquired The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2016 or of the results of future operations of the combined business. The unaudited pro forma financial information does not reflect any operating efficiencies and cost saving that may be realized from the integration of the acquisition. For the three and nine months ended September 30, 2017, $6.8 million and $11.0 million of revenue, respectively, included in the Company's condensed consolidated statements of operations, was the result of acquired Nesscap operations. For the three and nine months ended September 30, 2017, $0.3 million and $0.7 million of net loss, respectively, included in the Company's condensed consolidated statements of operations, was the result of acquired Nesscap operations. |
Sale of Microelectronics Produc
Sale of Microelectronics Product Line | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Microelectronics Product Line | Sale of Microelectronics Product Line On April 27, 2016, the Company sold substantially all of the assets and liabilities comprising its microelectronics product line to Data Device Corporation, a privately-held Delaware corporation. The transaction purchase price was $21.0 million , subject to a working capital adjustment and a one year $1.5 million escrow holdback on the purchase price, which was received in May 2017. The assets sold were primarily comprised of inventory, accounts receivable and property and equipment. The liabilities sold were comprised mainly of deferred revenue, accounts payable and other current liabilities. During the first quarter of 2016, the Company met the held for sale criteria in accordance with ASC Topic 380, Impairment or Disposal of Long Lived Assets, and the Company ceased depreciation on the property and equipment and classified the assets to be sold as held for sale. During the second quarter of 2016, all assets and liabilities formerly classified as held for sale were disposed of pursuant to the sale. The sale of the microelectronics product line did not represent a strategic shift that had a major effect on the Company’s operations and financial results. As such, the Company did not account for the disposition as a discontinued operation. During the nine months ended September 30, 2016 , the Company recorded a gain of $6.7 million related to the sale of the microelectronics product line. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets In April 2017, the Company acquired substantially all of the assets and business of Nesscap. As of September 30, 2017, the purchase price allocation for the Nesscap Acquisition remains preliminary. The change in the carrying amount of goodwill from December 31, 2016 to September 30, 2017 was as follows (in thousands): Balance as of December 31, 2016 $ 22,799 Goodwill from Nesscap Acquisition 11,624 Foreign currency translation adjustments 765 Balance as of September 30, 2017 $ 35,188 The composition of intangible assets subject to amortization was as follows (in thousands): As of September 30, 2017 Useful Life (in years) Gross Initial Carrying Value Cumulative Foreign Currency Translation Adjustment Accumulated Amortization Net Carrying Value Customer relationships - institutional 14 $ 3,200 $ (44 ) $ (96 ) $ 3,060 Customer relationships - non-institutional 10 4,400 (60 ) (187 ) 4,153 Trademarks and trade names 10 1,500 (20 ) (64 ) 1,416 Developed technology 8 2,700 (37 ) (145 ) 2,518 Total intangible assets $ 11,800 $ (161 ) $ (492 ) $ 11,147 The useful life of intangible assets reflects the period the assets are expected to contribute directly or indirectly to future cash flows. Intangible assets are amortized over the useful lives of the assets utilizing the straight-line method, which is materially consistent with the pattern in which the expected benefits will be consumed, calculated using undiscounted cash flows. For the three months ended September 30, 2017 , amortization expense of $88,000 was recorded to “cost of revenue” and $0.2 million was recorded to “selling, general and administrative.” For the nine months ended September 30, 2017 , amortization expense of $148,000 was recorded to “cost of revenue” and $0.4 million was recorded to “selling, general and administrative.” Estimated amortization expense for the remainder of 2017 is $0.3 million . Estimated amortization expense for the years 2018 through 2021 is $1.2 million each year. The expected amortization expense is an estimate and actual amounts could differ due to additional intangible asset acquisitions, changes in foreign currency rates or impairment of intangible assets. |
Restructuring and Exit Costs
Restructuring and Exit Costs | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Exit Costs | Restructuring and Exit Costs 2017 Restructuring Plans In September 2017, the Company initiated a restructuring plan to optimize headcount in connection with the acquisition and integration of the assets and business of Nesscap, as well as to implement additional organizational efficiencies. Total charges for the September 2017 restructuring plan were approximately $1.2 million , all of which were incurred in the third quarter of 2017. In February 2017, the Company implemented a comprehensive restructuring plan that included a wide range of organizational efficiency initiatives and other cost reduction opportunities. Total charges for the nine months ended September 30, 2017 for the February 2017 restructuring plan were approximately $0.9 million , which included a reversal of expense of $0.1 million in the three months ended September 30, 2017 . The charges related to both of the 2017 restructuring plans consist of employee severance costs and have been or will be paid in cash. The charges were recorded within “restructuring and exit costs” in the condensed consolidated statements of operations. The following table summarizes the changes in the liabilities for each of the 2017 restructuring plans, which are recorded in “accrued employee compensation” in the Company’s condensed consolidated balance sheet for the nine months ended September 30, 2017 (in thousands): February 2017 Plan September 2017 Plan Employee Severance Costs Restructuring liability as of December 31, 2016 $ — $ — Costs incurred 997 1,195 Amounts paid (855 ) (58 ) Accruals released (142 ) — Restructuring liability as of September 30, 2017 $ — $ 1,137 2015 Restructuring Plan In 2015, the Company initiated a restructuring plan to consolidate U.S. manufacturing operations and to reduce headcount and operating expenses in order to align the Company’s cost structure with the current business forecast and to improve operational efficiency. The plan also included the disposition of the Company’s microelectronics product line which was completed in April 2016. The restructuring plan was otherwise substantially completed in the first quarter of 2016. Total restructuring and exit costs were $2.8 million , which included $1.3 million in facilities costs related to the consolidation of manufacturing operations, $1.2 million in employee severance costs and $0.3 million in other exit costs. The Company also incurred $0.6 million in accelerated equipment depreciation expense related to the consolidation of manufacturing operations. Total cash expenditures related to restructuring activities were approximately $1.5 million . As the 2015 restructuring plan was completed in 2016, there were no restructuring charges or cash payments related to this plan during the three and nine months ended September 30, 2017 . For the nine months ended September 30, 2016 , the Company recorded net charges related to the 2015 restructuring plan of $0.3 million , within “restructuring and exit costs” and $0.1 million of accelerated depreciation expense within “cost of revenue” in the condensed consolidated statements of operations. No restructuring charges related to this plan were recorded during the three months ended September 30, 2016. During the three and nine months ended September 30, 2016 , cash payments in connection with the 2015 restructuring plan were $26,000 and $0.5 million , respectively, primarily related to employee severance and other exit costs. Adjustment to Lease Liability In connection with the 2015 restructuring plan, in June 2015, the Company ceased use of approximately 60,000 square feet of its Peoria, AZ manufacturing facility, and determined this leased space would have no future economic benefit to the Company based on the current business forecast. In the third quarter of 2017, we recognized additional facilities costs of $0.2 million as restructuring charges to record an adjustment to the sublease income assumption included in the estimated future rent obligation of this leased space. The Company has recorded a liability for the future rent obligation associated with this space, net of estimated sublease income, in accordance with ASC Topic 420. As of September 30, 2017 and December 31, 2016, lease obligation liabilities related to this leased space of $0.7 million and $0.8 million , respectively, were included in “accounts payable and accrued liabilities” and “other long term liabilities” in the condensed consolidated balance sheets. |
Debt and Credit Facilities
Debt and Credit Facilities | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facilities | Debt and Credit Facilities Convertible Senior Notes On September 25, 2017, the Company issued $40.0 million of 5.50% Convertible Senior Notes due 2022 (the “Notes”). The Company received net proceeds, after deducting the initial purchaser’s discount and offering expenses payable by the Company, of approximately $37.3 million . The Notes bear interest at a rate of 5.50% per year, payable semi-annually in arrears on March 15 and September 15 of each year, with payments commencing on March 15, 2018. The Notes mature on September 15, 2022, unless earlier purchased by the Company, redeemed, or converted. The Notes are unsecured obligations of Maxwell and rank senior in right of payment to any of Maxwell’s subordinated indebtedness; equal in right of payment to all of Maxwell’s unsecured indebtedness that is not subordinated; effectively subordinated in right of payment to any of Maxwell’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all indebtedness and other liabilities (including trade payables) of Maxwell’s subsidiaries. The Notes are convertible into cash, shares of the Company’s common stock, or a combination thereof, at the Company’s election, upon the satisfaction of specified conditions and during certain periods as described below. The initial conversion rate is 157.5101 shares of the Company’s common stock per $1,000 principal amount of Notes, representing an initial effective conversion price of $6.35 per share of common stock and a 27% premium to the Company’s stock price at the date of issuance. The conversion rate may be subject to adjustment upon the occurrence of certain specified events as provided in the indenture governing the Notes, dated September 25, 2017 between the Company and Wilmington Trust, National Association, as trustee (the “Indenture”), but will not be adjusted for accrued but unpaid interest. Prior to the close of business on the business day immediately preceding June 15, 2022, the Notes will be convertible at the option of holders only upon the satisfaction of specified conditions and during certain periods. Thereafter until the close of business on the business day immediately preceding maturity, the Notes will be convertible at the option of the holders at any time regardless of these conditions. Upon the occurrence of certain fundamental changes involving the Company, holders of the Notes may require the Company to repurchase for cash all or part of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The Company may not redeem the Notes prior to September 20, 2020. The Company may redeem the Notes, at its option, in whole or in part on or after September 20, 2020 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days The Company considered the features embedded in the Notes, that is, the conversion feature, the Company's call feature, and the make-whole feature, and concluded that they are not required to be bifurcated and accounted for separately from the host debt instrument. The Notes included an initial purchaser’s discount of $2.2 million , or 5.5% . This discount is recorded as an offset to the debt and is amortized over the expected life of the Notes using the effective interest method. Upon conversion by the holders, the Company may elect to settle such conversion in shares of its common stock, cash, or a combination thereof. As a result of its cash conversion option, the Company segregated the liability component of the instrument from the equity component. The liability component was measured by estimating the fair value of a non-convertible debt instrument that is similar in its terms to the Notes. The calculation of the fair value of the debt component required the use of Level 3 inputs, including utilization of credit assumptions and high yield bond indices. Fair value was estimated using an income approach, through discounting future interest and principal payments due under the Notes at a discount rate of 12.0% , an interest rate equal to the estimated borrowing rate for similar non-convertible debt. The excess of the initial proceeds from the Notes over the estimated fair value of the liability component was $7.4 million and was recognized as a debt discount and recorded as an increase to additional paid-in capital, and will be amortized over the expected life of the Notes using the effective interest method. Amortization of the debt discount is recognized as non-cash interest expense. The transaction costs of $0.5 million incurred in connection with the issuance of the Notes were allocated to the liability and equity components based on their relative values. Transaction costs allocated to the liability component are being amortized using the effective interest method and recognized as non-cash interest expense over the expected term of the Notes. Transaction costs allocated to the equity component of $0.1 million reduced the value of the equity component recognized in stockholders’ equity. The initial purchaser debt discount, the equity component debt discount and the transaction costs allocated to the liability are being amortized over the contractual term to maturity of the Notes using an effective interest rate of 12.2% . The carrying value of the Notes is as follows (in thousands): As of September 30, 2017 Principal amount $ 40,000 Unamortized debt discount - equity component (7,350 ) Unamortized debt discount - initial purchaser (2,195 ) Unamortized transaction costs (375 ) Net carrying value $ 30,080 Total interest expense related to the Notes is as follows (in thousands): Three and Nine Months Ended September 30, 2017 Cash interest expense Coupon interest expense $ 37 Non-cash interest expense Amortization of debt discount - equity component 18 Amortization of debt discount - initial purchaser 5 Amortization of transaction costs 1 Total interest expense $ 61 On October 11, 2017, the Company issued an additional $ 6.0 million aggregate principal amount of convertible senior notes under the same terms under a 30-day option that was exercised. The Company received net proceeds, after deducting the initial purchaser’s discount, of approximately $5.7 million . Revolving Line of Credit In July 2015, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with East West Bank (“EWB”), whereby EWB made available to the Company a secured credit facility in the form of a revolving line of credit (the “Revolving Line of Credit”). The Revolving Line of Credit is available up to a maximum of the lesser of: (a) $25.0 million ; or (b) a certain percentage of domestic and foreign trade receivables. As of September 30, 2017 the amount available under the Revolving Line of Credit was $12.0 million . In general, amounts borrowed under the Revolving Line of Credit are secured by a lien on all of the Company’s assets, including its intellectual property, as well as a pledge of 100% of its equity interests in Maxwell SA. The obligations under the Loan Agreement are also guaranteed directly by Maxwell SA. The Revolving Line of Credit will mature on July 3, 2018. In the event that the Company is in violation of the representations, warranties and covenants made in the Loan Agreement, including certain financial covenants set forth therein, the Company may not be able to utilize the Revolving Line of Credit or repayment of amounts owed pursuant to the Loan Agreement could be accelerated. The Company is currently in compliance with the financial covenants that it is required to meet during the term of the credit agreement including the minimum four-quarter rolling EBITDA, quarterly minimum quick ratio and monthly minimum cash requirements. On February 28, 2017, the Company entered into an amendment to the Loan Agreement to approve the acquisition of substantially all of the assets and business of Nesscap Energy, Inc., and to modify certain financial covenants. On September, 2017, the Company entered into an amendment to the Loan Agreement providing for consent for the offering of the Notes and the inclusion of an additional covenant related to liquidity. Amounts borrowed under the Revolving Line of Credit bear interest, payable monthly. Such interest shall accrue based upon, at the Company’s election, subject to certain limitations, either a Prime Rate plus a margin ranging from 0% to 0.50% or the LIBOR Rate plus a margin ranging from 2.75% to 3.25% , the specific rate for each as determined based upon the Company’s leverage ratio from time to time. The Company is required to pay an annual commitment fee equal to $125,000 , and an unused commitment fee of the average daily unused amount of the Revolving Line of Credit, payable monthly, equal to a per annum rate in a range of 0.30% to 0.50% , as determined by the Company’s leverage ratio on the last day of the previous fiscal quarter. No amounts have been borrowed under this Revolving Line of Credit as of September 30, 2017 . Other Long-term Borrowings The Company has various financing agreements for vehicles. These agreements are for up to an original three year repayment period with interest rates ranging from 0.9% to 1.9% . At September 30, 2017 and December 31, 2016 , $124,000 and $83,000 , respectively, was outstanding under these financing agreements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company records certain financial instruments at fair value in accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC. Historically, the financial instruments to which this topic applied were foreign currency forward contracts and the fair value of these foreign currency forward contracts was recorded as a liability or asset in the consolidated balance sheets. During the second quarter of 2016, the Company ceased using foreign currency forward contracts to hedge foreign currency exposure as management determined its foreign currency exposure was no longer sufficiently significant to merit the use of hedging instruments. Therefore, no foreign currency forward contracts were outstanding as of September 30, 2017 . The fair value of these derivative instruments was measured using models following quoted market prices in active markets for identical instruments, which is a Level 2 input under the fair value hierarchy of the Fair Value Measurements and Disclosures Topic of the FASB ASC. Additionally, the Company records pension assets at fair value. As of the last fair value measurement date of December 31, 2016 , the net pension asset included plan assets with a fair value of $39.0 million . The plan assets consisted of debt and equity securities, real estate investment funds and cash and cash equivalents. The fair values of debt and equity securities are determined based on quoted prices in active markets for identical assets, which are Level 1 inputs under the fair value hierarchy. The fair value measurement of the real estate investment funds is based on unobservable inputs and assumptions which are Level 3 inputs under the fair value hierarchy. As of September 30, 2017, the fair value of the Company’s convertible senior notes issued in September 2017 is equivalent to the proceeds received of $37.8 million , due to the recent issuance of the Notes. The carrying value of short-term and other long-term borrowings approximates fair value because of the relative short maturity of these instruments and the interest rates the Company could currently obtain. |
Foreign Currency Derivative Ins
Foreign Currency Derivative Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Foreign Currency Derivative Instruments | Foreign Currency Derivative Instruments The Company has historically used forward contracts to hedge certain monetary assets and liabilities, primarily receivables, payables and cash balances, denominated in foreign currencies. During the second quarter of 2016, the Company ceased using foreign currency forward contracts to hedge foreign currency exposure as management determined its foreign currency exposure was no longer sufficiently significant to merit the use of hedging instruments. The change in fair value of these forward contracts represented a natural hedge as gains and losses on these instruments partially offset the changes in the fair value of the underlying monetary assets and liabilities due to movements in currency exchange rates. These forward contracts generally expired in one month. These contracts were considered economic hedges but were not designated as hedges under the Derivatives and Hedging Topic of the FASB ASC, therefore, the change in the fair value of the instrument was recognized each period in the consolidated statement of operations. The net gains and losses on foreign currency forward contracts included in “foreign currency exchange (gain) loss, net” in the condensed consolidated statements of operations are as follows (in thousands): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Total gain (loss) $ — $ (88 ) The net gains and losses on foreign currency forward contracts were partially offset by net gains and losses on the underlying monetary assets and liabilities. Foreign currency gains and losses on those underlying monetary assets and liabilities included in “foreign currency exchange (gain) loss, net” in the condensed consolidated statements of operations are as follows (in thousands): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Total gain (loss) $ — $ (37 ) For additional information, refer to Note 8 – Fair Value Measurements. |
Stock Plans
Stock Plans | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Plans | Stock Plans The Company has two active stock-based compensation plans as of September 30, 2017 : the 2004 Employee Stock Purchase Plan and the 2013 Omnibus Equity Incentive Plan under which incentive stock options, non-qualified stock options, restricted stock awards and restricted stock units can be granted to employees and non-employee directors. The Company generally issues the majority of employee stock compensation grants in the first quarter of the year; other grants issued during the year are typically for new employees or non-employee directors. Stock Options Stock options are granted to certain employees from time to time on a discretionary basis. Beginning in 2017, non-employee directors receive annual stock option awards as part of their annual retainer compensation. During the three and nine months ended September 30, 2017 , the Company granted 5,000 and 50,000 stock options, respectively, which had an average grant date fair value per share of $3.12 and $2.97 , respectively. During the three and nine months ended September 30, 2016, no stock options were granted. Compensation expense recognized for stock options for the three months ended September 30, 2017 and 2016 was $62,000 and $49,000 , respectively. Compensation expense recognized for stock options for the nine months ended September 30, 2017 and 2016 was $169,000 and $134,000 , respectively. The fair value of the stock options granted during the three and nine months ended September 30, 2017 was estimated using the Black-Scholes valuation model with the following assumptions: Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Expected dividend yield — % — % Expected volatility 58 % 58% - 59% Risk-free interest rate 1.96 % 1.87% - 1.96% Expected term (in years) 5.5 5.5 Restricted Stock Awards Beginning in 2014, the Company ceased granting restricted stock awards (“RSAs”) and began granting restricted stock units (“RSUs”) to employees as part of its annual equity incentive award program, therefore, no restricted stock awards were issued during the three and nine months ended September 30, 2017 and 2016 . During the three months ended September 30, 2017 and 2016 , compensation expense recognized for RSAs was $0.1 million and $0.2 million , respectively. During the nine months ended September 30, 2017 and 2016 , compensation expense recognized for RSAs was $0.3 million and $0.2 million , respectively. During the first quarter of 2016, there were significant reversals of previously recorded expense due to terminations under the Company’s 2015 restructuring plan as well as other employee terminations. Restricted Stock Units Non-employee directors receive annual RSU awards as part of their annual retainer compensation. These awards vest approximately one year from the date of grant provided the non-employee director provides continued service. Additionally, new directors normally receive RSUs upon their election to the board. The Company also grants RSUs to employees as part of its annual equity incentive award program, with vesting typically in equal annual installments over four years of continuous service. Additionally, the Company grants performance-based restricted stock units (“PSUs”) to executives with vesting contingent on continued service and achievement of specified performance objectives or stock price performance. Each restricted stock unit represents the right to receive one unrestricted share of the Company’s common stock upon vesting. During the three months ended September 30, 2017 , the Company granted 355,075 RSUs of which 320,963 were service-based RSUs with an average grant date fair value of $5.58 per share and 34,112 were PSUs with an average grant date fair value of $6.79 per share. During the nine months ended September 30, 2017 , the Company granted 1,768,492 RSUs of which 1,242,618 were service-based RSUs with an average grant date fair value of $5.54 per share and 525,874 were PSUs with an average grant date fair value of $6.77 per share. During the three months ended September 30, 2016 , the Company granted 49,116 service-based RSUs with an average grant date value of $5.09 per share. During the nine months ended September 30, 2016 , the Company granted 1,236,747 RSUs of which 904,028 were service-based RSUs with an average grant date value of $5.56 per share and 332,719 were PSUs with an average grant date fair value of $7.50 per share. For the three months ended September 30, 2017 and 2016, PSUs granted included 34,112 market-condition restricted stock units. No market-condition restricted stock units were granted in the three months ended September 30, 2016. For the nine months ended September 30, 2017 and 2016 , PSUs granted included 367,874 and 286,495 market-condition restricted stock units, respectively. The market-condition PSUs will vest based on the level of the Company’s stock price performance against a determined market index over one , two and three year performance periods. The market-condition PSUs have the potential to vest between 0% and 200% depending on the Company’s stock price performance and the recipients must remain employed through the end of each performance period in order to vest. The fair value of the market-condition PSUs granted was calculated using a Monte Carlo valuation model with the following assumptions: Three and Nine Months Ended September 30, 2017 2016 Expected dividend yield — % — % Expected volatility 53 % 62 % Risk-free interest rate 1.55 % 1.07 % Expected term (in years) 2.8 3.0 The following table summarizes the amount of compensation expense recognized for RSUs for the three and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, RSU Type 2017 2016 2017 2016 Service-based $ 1,124 $ 544 $ 2,460 $ 1,613 Performance objectives 219 30 389 71 Market-condition 432 250 1,027 621 $ 1,775 $ 824 $ 3,876 $ 2,305 Employee Stock Purchase Plan The 2004 Employee Stock Purchase Plan (“ESPP”) permits substantially all employees to purchase common stock through payroll deductions, at 85% of the lower of the trading price of the stock at the beginning or at the end of each six month offering period. The number of shares purchased is based on participants’ contributions made during the offering period. Compensation expense recognized for the ESPP for the three months ended September 30, 2017 and 2016 was $28,000 and $53,000 , respectively, and was $81,000 and $189,000 , respectively, for the nine months ended September 30, 2017 and 2016 . The fair value of the ESPP shares for the three and nine months ended September 30, 2017 and 2016 was estimated using the Black-Scholes valuation model for a call and a put option with the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected dividend yield — % — % — % — % Expected volatility 37 % 54 % 32 % 58 % Risk-free interest rate 1.09 % 0.36 % 0.78 % 0.45 % Expected term (in years) 0.38 0.50 0.46 0.50 Fair value per share $ 1.45 $ 1.59 $ 1.28 $ 2.04 Bonuses Settled in Stock On January 15, 2016, the Compensation Committee of the Board of Directors of the Company adopted the Maxwell Technologies, Inc. Incentive Bonus Plan to enable participants to earn annual incentive bonuses based upon achievement of specified financial and strategic performance objectives. The Company may settle bonuses earned under the plan in either cash or stock, and currently intends to settle the majority of bonuses earned under the plan in stock. During the first quarter of 2017, the Company settled $1.2 million of bonuses earned under the plan for the 2016 performance period with 142,582 shares of fully vested common stock and 89,730 fully vested restricted stock units, which were subsequently settled during the second quarter of 2017. An additional $0.3 million of bonuses earned for the 2016 performance period were settled with 42,662 shares of fully vested common stock in the third quarter of 2017. The Company recorded $0.7 million and $(31,000) of stock compensation expense related to the bonus plan during the three months ended September 30, 2017 and 2016, respectively. The Company recorded $1.9 million and $0.9 million of stock compensation expense related to the bonus plan during the nine months ended September 30, 2017 and 2016, respectively. Director Fees Settled in Stock In 2017, the Board approved a deferred compensation program under which non-employee directors may make irrevocable elections to receive all or a portion of their cash-based non-employee director fees (including, as applicable, any annual retainer fee, committee fee and any other compensation payable with respect to their service as a member of the Board) in stock and to elect to defer receipt of those shares. In the event that a director makes such an election, the Company will grant fully vested RSUs in lieu of cash, with an initial value equal to the cash fees, which will be settled either in the year granted or at a future date elected by the respective non-employee director through the issuance of Maxwell common stock. In addition, non-employee directors may elect to defer settlement of the initial and annual RSU awards granted to them in connection with their service as a non-employee director. During the three and nine months ended September 30, 2017 , the Company settled $71,000 of director fees earned in the second quarter of 2017 with 12,904 fully vested RSUs. The Company recorded $92,000 and $164,000 of stock compensation expense related to director fees to be settled in stock during the three and nine months ended September 30, 2017 , respectively. Stock-Based Compensation Expense Stock-based compensation cost included in cost of revenue; selling, general and administrative expense; and research and development expense is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of revenue $ 271 $ 146 $ 721 $ 643 Selling, general and administrative 2,097 799 4,762 2,436 Research and development 387 152 1,064 680 Total stock-based compensation expense $ 2,755 $ 1,097 $ 6,547 $ 3,759 |
Defined Benefit Plans
Defined Benefit Plans | 9 Months Ended |
Sep. 30, 2017 | |
Defined Benefit Plan [Abstract] | |
Defined Benefit Plans | Defined Benefit Plans Maxwell SA Pension Plan Maxwell SA has a retirement plan that is classified as a defined benefit pension plan. The employee pension benefit is based on compensation, length of service and credited investment earnings. The plan guarantees both a minimum rate of return as well as minimum annuity purchase rates. The Company’s funding policy with respect to the pension plan is to contribute the amount required by Swiss law, using the required percentage applied to the employee’s compensation. In addition, participating employees are required to contribute to the pension plan. This plan has a measurement date of December 31. Components of net periodic pension cost are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Service cost $ 251 $ 295 $ 737 $ 883 Interest cost 59 62 172 185 Expected return on plan assets (258 ) (296 ) (757 ) (885 ) Prior service cost amortization 38 38 113 113 Deferred loss amortization — 61 — 183 Net periodic pension cost $ 90 $ 160 $ 265 $ 479 Employer contributions of $0.2 million and $0.1 million were paid during the three months ended September 30, 2017 and 2016 , respectively. Employer contributions of $0.5 million were paid during each of the nine months ended September 30, 2017 and 2016 . Additional employer contributions of approximately $0.1 million are expected to be paid during the remainder of fiscal 2017 . Korea Defined Benefit Plan In connection with the Nesscap Acquisition, the Company assumed the defined benefit plan liability related to Nesscap Korea’s employees. Pursuant to the Labor Standards Act of Korea, employees and most executive officers with one or more years of service are entitled to lump sum separation benefits upon the termination of their employment based on their length of service and rate of pay. Components of net cost related to the Korea employee defined benefit plan are as follows (in thousands): Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Service cost $ 134 $ 221 Interest cost 20 34 Net cost $ 154 $ 255 Employer contributions of $2,000 and $4,000 were paid during the three and nine months ended September 30, 2017 , respectively. Additional employer contributions of approximately $2,000 are expected to be paid during the remainder of fiscal 2017. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal Proceedings Although the Company expects to incur legal fees in connection with the below legal proceedings, the Company is unable to estimate the amount of such legal fees and therefore, such fees will be expensed in the period the legal services are performed. FCPA Matter In January 2011, the Company reached settlements with the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) with respect to charges asserted by the SEC and DOJ relating to the anti-bribery, books and records, internal controls, and disclosure provisions of the U.S. Foreign Corrupt Practices Act (“FCPA”) and other securities laws violations. The Company paid the monetary penalties under these settlements in installments such that all monetary penalties were paid in full by January 2013. With respect to the DOJ charges, a judgment of dismissal was issued in the U.S. District Court for the Southern District of California on March 28, 2014. On October 15, 2013, the Company received an informal notice from the DOJ that an indictment against the former Senior Vice President and General Manager of its Swiss subsidiary had been filed in the United States District Court for the Southern District of California. The indictment is against the individual, a former officer, and not against the Company and the Company does not foresee that further penalties or fines could be assessed against it as a corporate entity for this matter. However, the Company may be required throughout the term of the action to advance the legal fees and costs incurred by the individual defendant and to incur other financial obligations. While the Company maintains directors’ and officers’ insurance policies which are intended to cover legal expenses related to its indemnification obligations in situations such as these, the Company cannot determine if and to what extent the insurance policy will cover the ongoing legal fees for this matter. Accordingly, the legal fees that may be incurred by the Company in defending this former officer could have a material impact on its financial condition and results of operation. Swiss Bribery Matter In August 2013, the Company’s Swiss subsidiary was served with a search warrant from the Swiss federal prosecutor’s office. At the end of the search, the Swiss federal prosecutor presented the Company with a listing of the materials gathered by the representatives and then removed the materials from its premises for keeping at the prosecutor’s office. Based upon the Company’s exposure to the case, the Company believes this action to be related to the same or similar facts and circumstances as the FCPA action previously settled with the SEC and the DOJ. During initial discussions, the Swiss prosecutor has acknowledged both the existence of the Company’s deferred prosecution agreement with the DOJ and its cooperation efforts thereunder, both of which should have a positive impact on discussions going forward. Additionally, other than the activities previously reviewed in conjunction with the SEC and DOJ matters under the FCPA, the Company has no reason to believe that additional facts or circumstances are under review by the Swiss authorities. To date, the Swiss prosecutor has not issued its formal decision as to whether the charges will be brought against individuals or the Company or whether the proceeding will be abandoned. At this stage in the investigation, the Company is currently unable to determine the extent to which it will be subject to fines in accordance with Swiss bribery laws and what additional expenses will be incurred in order to defend this matter. As such, the Company cannot determine whether there is a reasonable possibility that a loss will be incurred nor can it estimate the range of any such potential loss. Accordingly, the Company has not accrued an amount for any potential loss associated with this action, but an adverse result could have a material adverse impact on its financial condition and results of operation. Government Investigations In early 2013, the Company voluntarily provided information to the SEC and the United States Attorney’s Office for the Southern District of California related to its announcement that it intended to file restated financial statements for fiscal years 2011 and 2012. On June 11, 2015 and June 16, 2016, the Company received subpoenas from the SEC requesting certain documents related to, among other things, the facts and circumstances surrounding the restated financial statements. The Company has provided documents and information to the SEC in response to the subpoenas. In September 2016, the Company entered into a tolling agreement effective for the period beginning on September 12, 2016, and running through June 30, 2017, with the SEC related to these matters. In June 2017, the Company entered into an amended and restated version of this tolling agreement effective for the period beginning on September 12, 2016, and running through October 31, 2017. In November 2017, the Company entered into an amended and restated version of this tolling agreement effective for the period beginning on September 12, 2016, and running through December 22, 2017. The Company is cooperating with the investigation and recently made an offer of settlement to resolve the matter, which is subject to approval by the SEC Commissioners. The proposed settlement would be entered into by the Company without admitting or denying the SEC’s findings and would resolve alleged violations of certain anti-fraud and books and records provisions of the federal securities laws and related rules. Under the terms of the proposed settlement, the Company would pay $2.8 million in a civil penalty and agree not to commit or cause any violations of certain anti-fraud and books and records provisions of the federal securities laws and related rules. In the third quarter of 2017, the Company has made a corresponding accrual for the settlement amount as an operating expense in its financial statements. |
Description of Business and B20
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Maxwell Technologies, Inc. and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany transactions and account balances have been eliminated in consolidation. The Company has prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with the instructions to Form 10-Q and the standards of accounting measurement set forth in the Interim Reporting Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Consequently, the Company has not necessarily included in this Form 10-Q all information and footnotes required for audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements in this Form 10-Q contain all adjustments (consisting only of normal recurring adjustments, except as otherwise indicated) necessary to for a fair statement of the financial position, results of operations, and cash flows of Maxwell Technologies, Inc. for all periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any subsequent period or for the entire year. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in the accompanying interim consolidated financial statements. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. These estimates include, but are not limited to, assessing the collectability of accounts receivable, applied and unapplied production costs, production capacities, the usage and recoverability of inventories and long-lived assets, deferred income taxes, the incurrence of warranty obligations, the fair value of acquired tangible and intangible assets, impairment of goodwill and intangible assets, estimation of the cost to complete certain projects, estimation of pension assets and liabilities, estimation of employee severance benefit obligations, accruals for estimated losses for legal matters, and estimation of the value of stock-based compensation awards, including the probability that the performance criteria of restricted stock unit awards will be met. |
Income Taxes | Income Taxes As of September 30, 2017 , the Company has a cumulative valuation allowance recorded offsetting its worldwide net deferred tax assets of $91.0 million , of which the significant majority represents the valuation allowance on its U.S. net deferred tax asset. The Company has established a valuation allowance against its U.S. federal and state deferred tax assets due to the uncertainty surrounding the realization of such assets. Management periodically evaluates the recoverability of the deferred tax assets and at such time as it is determined that it is more likely than not that U.S. deferred tax assets are realizable, the valuation allowance will be reduced accordingly. Any such release would result in recording a tax benefit that would increase net income in the period the valuation is released. The Company records taxes on the undistributed earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered indefinitely reinvested outside of the U.S. As of September 30, 2017 , the Company has recorded a $4.9 million deferred tax liability for Swiss withholding taxes associated with $97.6 million of undistributed earnings of its Swiss subsidiary that are no longer considered indefinitely reinvested. In the event that the Company repatriates these funds, these withholding taxes would become payable. |
Goodwill | Goodwill Goodwill, which represents the excess of the cost of an acquired business over the net fair value assigned to its assets and liabilities, is not amortized. Instead, goodwill is assessed annually at the reporting unit level for impairment under the Intangibles—Goodwill and Other Topic of the FASB ASC. The Company has established December 31 as the annual impairment test date. In addition, the Company assesses goodwill in between annual test dates if an event occurs or circumstances change that could more likely than not reduce the fair value of a reporting unit below its carrying value. The Company first makes a qualitative assessment as to whether goodwill is impaired. If it is more likely than not that goodwill is impaired, the Company performs a quantitative impairment analysis to determine if goodwill is impaired. The Company may also determine to skip the qualitative assessment in any year and move directly to the quantitative test. The quantitative goodwill impairment analysis compares the reporting unit’s carrying amount to its fair value. Goodwill impairment is recorded for any excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. During the year ended December 31, 2016 , the Company performed a quantitative goodwill impairment analysis for one reporting unit, which required the Company to make significant assumptions and estimates about the extent and timing of future cash flows, discount rates and growth rates. The analysis indicated that the goodwill assigned to the reporting unit was not impaired. |
Long-Lived Assets and Intangible Assets | Long-Lived Assets and Intangible Assets The Company records intangible assets at their respective estimated fair values at the date of acquisition. Intangible assets are amortized based upon the pattern in which their economic benefit will be realized, or if this pattern cannot be reliably determined, using the straight-line method over their estimated useful lives of eight to fourteen years. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including intangible assets, may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If the Company determines that the carrying value of the asset is not recoverable, a permanent impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. |
Warranty Obligation | Warranty Obligation The Company provides warranties on all product sales for terms ranging from one to eight years. The Company accrues for the estimated warranty costs at the time of sale based on historical warranty experience plus any known or expected changes in warranty exposure. |
Convertible Debt | Convertible Debt Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the proceeds of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, the convertible notes are carried at amortized cost using the effective interest method. |
Revenue Recognition | Revenue Recognition Revenue is derived primarily from the sale of manufactured products directly to customers. Product revenue is recognized, according to the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) Numbers 101, Revenue Recognition in Financial Statements , and 104, Revenue Recognition , when all of the following criteria are met: (1) persuasive evidence of an arrangement exists (upon contract signing or receipt of an authorized purchase order from a customer); (2) title passes to the customer at either shipment from the Company’s facilities or receipt at the customer facility, depending on shipping terms; (3) customer payment is deemed fixed or determinable and free of contingencies or significant uncertainties; and (4) collectability is reasonably assured. This policy has been consistently applied from period to period. A portion of our revenue is derived from sales to distributors. Distributor revenue is recognized when all of the criteria for revenue recognition are met, which is generally the time of shipment to the distributor; all returns and credits are estimable and not significant. Certain distributor agreements of Nesscap Korea provide for significant rights of return and price adjustment; revenue related to these distributors is deferred until the period in which the distributor sells through the inventory to the end customer. Revenue from production-type contracts, which represents less than five percent of total revenue, is recognized using the percentage of completion method. The degree of completion is determined based on costs incurred as a percentage of total costs anticipated, excluding costs that are not representative of progress to completion. Total deferred revenue and customer deposits in the consolidated balance sheets as of September 30, 2017 and December 31, 2016 was $6.2 million and $4.0 million , respectively, and primarily relates to cash received under the localization agreement with CRRC-SRI which will be recognized over the ten -year term of the agreement, amounts received in advance from a customer in connection with a production-type contract for which revenue is recognized using the percentage of completion method, payments received under a joint development agreement, which are recognized as an offset to research and development expense as services are performed, deferred revenue for distributors on the sell-through method of recognition, and customer advances. |
Net Income (Loss) per Share | Net Income (Loss) per Share In accordance with the Earnings Per Share Topic of the FASB ASC, basic net income or loss per share is calculated using the weighted average number of common shares outstanding during the period. Diluted net income per share includes the impact of additional common shares that would have been outstanding if potentially dilutive common shares were issued. Potentially dilutive securities are not considered in the calculation of diluted net loss per share, as their inclusion would be anti-dilutive. |
Business Combinations | Business Combinations The Company accounts for businesses it acquires in accordance with ASC Topic 805, Business Combinations , which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. The Company may utilize third-party valuation specialists to assist the Company in the allocation. Initial purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred. |
Restructuring and Exit Costs | Restructuring and Exit Costs Restructuring and exit costs involve employee-related termination costs, facility exit costs and other costs associated with restructuring activities. The Company accounts for charges resulting from operational restructuring actions in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC 420”) and ASC Topic 712, Compensation-Nonretirement Postemployment Benefits (“ASC 712”). The recognition of restructuring costs requires the Company to make certain assumptions related to the amounts of employee severance benefits, the time period over which leased facilities will remain vacant and expected sublease terms and discount rates. Estimates and assumptions are based on the best information available at the time the obligation arises. These estimates are reviewed and revised as facts and circumstances dictate; changes in these estimates could have a material effect on the amount accrued in the condensed consolidated balance sheet. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . The standard provides companies with a single model for accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date , which defers the required adoption date of ASU 2014-09 by one year. As a result of the deferred effective date, ASU 2014-09 will be effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted but not before the original effective date of the new standard of the first quarter of fiscal 2017. The following ASUs were subsequently issued by the FASB to clarify the implementation guidance in some areas and add practical expedients: In March 2016, ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations; in April 2016, ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; in May 2016, ASU 2016-12, Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients; and in December 2016, ASU 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers . The Company is in the process of evaluating its standard product sales arrangements and has identified an adoption impact related to revenue from certain distributor agreements which is currently deferred until the period in which the distributor sells through the inventory to the end customer. In connection with the adoption of ASU 2014-09, the Company anticipates a change in the recognition of such distributor revenue whereby revenue is estimated and recognized in the period in which the Company sells the product to the distributor; the adoption impact is expected to be less than $1.0 million . Other than this impact, the Company has not yet identified any expected material impact on the timing and measurement of revenue for standard product sales arrangements from the adoption of the standard; however, the Company is still in the process of formalizing its final conclusions. The Company is still evaluating the impact of adoption on non-product sales arrangements, which represent less than five percent of revenue. The Company has also developed a comprehensive project plan to guide implementation of the new standard and expects to complete its assessment in December 2017. The Company intends to adopt the new standard using the modified retrospective transition method effective January 1, 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases . The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. The Company’s initial evaluation of its current leases does not indicate that the adoption of this standard will have a material impact on its consolidated statements of operations. The Company expects that the adoption of the standard will have a material impact on its consolidated balance sheets for the recognition of certain operating leases as right-of-use assets and lease liabilities. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which changes the accounting for employee share-based payments, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new guidance, excess tax benefits associated with share-based payment awards will be recognized in the income statement when the awards vest or settle, rather than in stockholders’ equity. In addition, it will increase the number of shares an employer can withhold to cover income taxes on share-based payment awards and still qualify for the exemption to liability classification. The guidance was effective for the Company in the first quarter of 2017. The adoption of this standard resulted in the recognition of approximately $10.0 million of deferred tax assets related to stock-based compensation and a corresponding increase in the Company’s valuation allowance, which will be disclosed in the Company’s notes to the consolidated financial statements in its Annual Report on Form 10-K. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash , which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The guidance will be effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted, including adoption in an interim period, but any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The new standard must be adopted retrospectively. The Company early adopted this standard in the fourth quarter of 2016. In accordance with the Company’s early adoption of ASU No. 2016-18, for the nine months ended September 30, 2016 , the retrospective restatement was limited to including restricted cash balances in the amount of $0.4 million in beginning and $0.1 million in ending cash, cash equivalents and restricted cash balances in the consolidated statements of cash flows. The retrospective adoption did not impact reported net loss and does not otherwise have a material impact on the presentation of the overall financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business , which clarifies the definition of a business and adds further guidance in evaluating whether a transaction should be accounted for as an acquisition of an asset or a business. This standard will be effective for the first annual period beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The Company early adopted this standard on January 1, 2017 and the adoption did not have an effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, which eliminates step two of the quantitative goodwill impairment test. Step two required determination of the implied fair value of a reporting unit, and then a comparison of this implied fair value with the carrying amount of goodwill for the reporting unit, in order to determine any goodwill impairment. Under the new guidance, an entity is only required to complete a one-step quantitative test, by comparing the fair value of a reporting unit with its carrying amount, and any goodwill impairment charge is determined by the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The standard is effective for the Company in the first quarter of 2020, with early adoption permitted as of January 1, 2017, and is to be applied on a prospective basis. The adoption of the standard will not materially impact the Company's consolidated financial statements unless step one of the annual goodwill impairment test fails. The Company early adopted this standard on January 1, 2017 and the adoption did not have an effect on the Company’s consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the statement of operations. The new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside the subtotal of loss from operations. ASU 2017-07 also provides that only the service cost component is eligible for capitalization. This standard will impact the Company’s loss from operations but will have no impact on our net loss or net loss per share. The standard is effective for the Company in the first quarter of 2018, with adoption to be applied on a retrospective basis. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting, which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive. The amendments of this ASU are effective for the Company in the first quarter of 2018, with early adoption permitted. The adoption of ASU 2017-09 is not expected to have an impact on the Company’s consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which modifies the presentation and disclosure of hedging results. Further, it provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in income. The amendments in this ASU are effective for the Company in the first quarter of 2019. The Company does not expect this ASU to have a material impact on its consolidated financial statements. There have been no other recent accounting standards, or changes in accounting standards, during the nine months ended September 30, 2017 , as compared with the recent accounting standards described in our Annual Report on Form 10-K, that are of material significance, or have potential material significance, to the Company. |
Fair Value Measurements | The Company records certain financial instruments at fair value in accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC. Historically, the financial instruments to which this topic applied were foreign currency forward contracts and the fair value of these foreign currency forward contracts was recorded as a liability or asset in the consolidated balance sheets. During the second quarter of 2016, the Company ceased using foreign currency forward contracts to hedge foreign currency exposure as management determined its foreign currency exposure was no longer sufficiently significant to merit the use of hedging instruments. Therefore, no foreign currency forward contracts were outstanding as of September 30, 2017 . The fair value of these derivative instruments was measured using models following quoted market prices in active markets for identical instruments, which is a Level 2 input under the fair value hierarchy of the Fair Value Measurements and Disclosures Topic of the FASB ASC. |
Foreign Currency Derivative Instruments | The Company has historically used forward contracts to hedge certain monetary assets and liabilities, primarily receivables, payables and cash balances, denominated in foreign currencies. During the second quarter of 2016, the Company ceased using foreign currency forward contracts to hedge foreign currency exposure as management determined its foreign currency exposure was no longer sufficiently significant to merit the use of hedging instruments. The change in fair value of these forward contracts represented a natural hedge as gains and losses on these instruments partially offset the changes in the fair value of the underlying monetary assets and liabilities due to movements in currency exchange rates. These forward contracts generally expired in one month. These contracts were considered economic hedges but were not designated as hedges under the Derivatives and Hedging Topic of the FASB ASC, therefore, the change in the fair value of the instrument was recognized each period in the consolidated statement of operations. |
Maxwell SA Pension Plan | Maxwell SA has a retirement plan that is classified as a defined benefit pension plan. The employee pension benefit is based on compensation, length of service and credited investment earnings. The plan guarantees both a minimum rate of return as well as minimum annuity purchase rates. The Company’s funding policy with respect to the pension plan is to contribute the amount required by Swiss law, using the required percentage applied to the employee’s compensation. In addition, participating employees are required to contribute to the pension plan. This plan has a measurement date of December 31. |
Description of Business and B21
Description of Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of computation of basic and diluted net income (loss) per share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator Net loss $ (13,860 ) $ (6,855 ) $ (34,377 ) $ (11,536 ) Denominator Weighted-average common shares outstanding 37,008 31,989 34,929 31,828 Net loss per share Basic and diluted $ (0.37 ) $ (0.21 ) $ (0.98 ) $ (0.36 ) |
Schedule of anti-dilutive shares excluded from computation of net income (loss) per share | The following table summarizes instruments that may be convertible into common shares that are not included in the denominator used in the diluted net loss per share calculation because to do so would be anti-dilutive (in thousands): Three and Nine Months Ended September 30, 2017 2016 Outstanding options to purchase common stock 364 465 Unvested restricted stock awards 29 96 Unvested restricted stock unit awards 2,760 1,686 Employee stock purchase plan awards 29 61 Bonus to be paid in stock awards 349 183 Convertible senior notes 6,300 — |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of inventories | September 30, December 31, Raw materials and purchased parts $ 13,291 $ 12,980 Work-in-process 3,037 858 Finished goods 17,463 19,492 Reserves (2,192 ) (1,082 ) Total inventories, net $ 31,599 $ 32,248 |
Schedule of activity in the warranty reserve | Activity in the warranty reserve, which is included in “accounts payable and accrued liabilities” in the condensed consolidated balance sheets, is as follows: Nine Months Ended September 30, 2017 2016 Beginning balance $ 1,213 $ 1,288 Acquired liability from Nesscap 773 — Product warranties issued 352 298 Settlement of warranties (300 ) (427 ) Changes related to preexisting warranties 253 146 Ending balance $ 2,291 $ 1,305 |
Schedule of accumulated other comprehensive income | Foreign Defined Benefit Accumulated Affected Line Items in the Statement of Operations Balance as of December 31, 2016 $ 7,826 $ (2,426 ) $ 5,400 Other comprehensive income before reclassification 3,197 — 3,197 Amounts reclassified from accumulated other comprehensive income — 91 91 Cost of Sales, Selling, General and Administrative and Research and Development Expense Net other comprehensive income for the nine months ended September 30, 2017 3,197 91 3,288 Balance as of September 30, 2017 $ 11,023 $ (2,335 ) $ 8,688 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of fair value of purchase price consideration | The fair value of the purchase price consideration consisted of the following (in thousands): Maxwell common stock $ 25,294 Settlement of seller’s transaction expenses 1,006 Total estimated purchase price $ 26,300 |
Schedule of purchase price allocation | The following table summarizes the preliminary allocation of the assets acquired and liabilities assumed at the acquisition date (in thousands): Fair Value Cash and cash equivalents $ 909 Accounts receivable 2,545 Inventories 4,397 Prepaid expenses and other assets 764 Property and equipment 3,314 Intangible assets 11,800 Accounts payable, accrued compensation and other liabilities (5,713 ) Employee severance obligation (3,340 ) Total identifiable net assets 14,676 Goodwill 11,624 Total purchase price $ 26,300 |
Schedule of intangible assets acquired | The following table presents details of the preliminary identified intangible assets acquired through the Nesscap Acquisition (in thousands): Estimated Useful Life (in years) Fair Value Customer relationships - institutional 14 $ 3,200 Customer relationships - non-institutional 10 4,400 Trademarks and trade names 10 1,500 Developed technology 8 2,700 Total intangible assets $ 11,800 |
Schedule of pro forma financial information | The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented, as if the Nesscap Acquisition had occurred at the beginning of fiscal year 2016 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenues $ 35,816 $ 31,177 $ 104,771 $ 109,817 Net loss (13,573 ) (8,133 ) (35,165 ) (14,788 ) Net loss per share: Basic and diluted (0.37 ) (0.23 ) (0.96 ) (0.41 ) Weighted average common shares outstanding: Basic and diluted 37,008 36,136 36,706 35,975 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The change in the carrying amount of goodwill from December 31, 2016 to September 30, 2017 was as follows (in thousands): Balance as of December 31, 2016 $ 22,799 Goodwill from Nesscap Acquisition 11,624 Foreign currency translation adjustments 765 Balance as of September 30, 2017 $ 35,188 |
Schedule of intangible assets | The composition of intangible assets subject to amortization was as follows (in thousands): As of September 30, 2017 Useful Life (in years) Gross Initial Carrying Value Cumulative Foreign Currency Translation Adjustment Accumulated Amortization Net Carrying Value Customer relationships - institutional 14 $ 3,200 $ (44 ) $ (96 ) $ 3,060 Customer relationships - non-institutional 10 4,400 (60 ) (187 ) 4,153 Trademarks and trade names 10 1,500 (20 ) (64 ) 1,416 Developed technology 8 2,700 (37 ) (145 ) 2,518 Total intangible assets $ 11,800 $ (161 ) $ (492 ) $ 11,147 |
Restructuring and Exit Costs (T
Restructuring and Exit Costs (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring and exit costs | The following table summarizes the changes in the liabilities for each of the 2017 restructuring plans, which are recorded in “accrued employee compensation” in the Company’s condensed consolidated balance sheet for the nine months ended September 30, 2017 (in thousands): February 2017 Plan September 2017 Plan Employee Severance Costs Restructuring liability as of December 31, 2016 $ — $ — Costs incurred 997 1,195 Amounts paid (855 ) (58 ) Accruals released (142 ) — Restructuring liability as of September 30, 2017 $ — $ 1,137 |
Debt and Credit Facilities Debt
Debt and Credit Facilities Debt and Credit Facilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Instrument [Line Items] | |
Schedule of carrying value of the Notes | The carrying value of the Notes is as follows (in thousands): As of September 30, 2017 Principal amount $ 40,000 Unamortized debt discount - equity component (7,350 ) Unamortized debt discount - initial purchaser (2,195 ) Unamortized transaction costs (375 ) Net carrying value $ 30,080 |
Schedule of convertible debt interest expense | Total interest expense related to the Notes is as follows (in thousands): Three and Nine Months Ended September 30, 2017 Cash interest expense Coupon interest expense $ 37 Non-cash interest expense Amortization of debt discount - equity component 18 Amortization of debt discount - initial purchaser 5 Amortization of transaction costs 1 Total interest expense $ 61 |
Foreign Currency Derivative I27
Foreign Currency Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of gains (losses) on foreign currency forward contracts | The net gains and losses on foreign currency forward contracts included in “foreign currency exchange (gain) loss, net” in the condensed consolidated statements of operations are as follows (in thousands): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Total gain (loss) $ — $ (88 ) |
Schedule of foreign currency gains and losses on underlying assets and liabilities | Foreign currency gains and losses on those underlying monetary assets and liabilities included in “foreign currency exchange (gain) loss, net” in the condensed consolidated statements of operations are as follows (in thousands): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Total gain (loss) $ — $ (37 ) |
Stock Plans (Tables)
Stock Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock options fair value assumptions | The fair value of the stock options granted during the three and nine months ended September 30, 2017 was estimated using the Black-Scholes valuation model with the following assumptions: Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Expected dividend yield — % — % Expected volatility 58 % 58% - 59% Risk-free interest rate 1.96 % 1.87% - 1.96% Expected term (in years) 5.5 5.5 |
Schedule of allocation of stock-based compensation expense | Stock-based compensation cost included in cost of revenue; selling, general and administrative expense; and research and development expense is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of revenue $ 271 $ 146 $ 721 $ 643 Selling, general and administrative 2,097 799 4,762 2,436 Research and development 387 152 1,064 680 Total stock-based compensation expense $ 2,755 $ 1,097 $ 6,547 $ 3,759 |
Market condition restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of market-condition awards fair value assumptions | The fair value of the market-condition PSUs granted was calculated using a Monte Carlo valuation model with the following assumptions: Three and Nine Months Ended September 30, 2017 2016 Expected dividend yield — % — % Expected volatility 53 % 62 % Risk-free interest rate 1.55 % 1.07 % Expected term (in years) 2.8 3.0 |
Restricted stock unit awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of RSU expense by vesting type | The following table summarizes the amount of compensation expense recognized for RSUs for the three and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, RSU Type 2017 2016 2017 2016 Service-based $ 1,124 $ 544 $ 2,460 $ 1,613 Performance objectives 219 30 389 71 Market-condition 432 250 1,027 621 $ 1,775 $ 824 $ 3,876 $ 2,305 |
Employee stock purchase plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of employee stock purchase plan fair value assumptions | The fair value of the ESPP shares for the three and nine months ended September 30, 2017 and 2016 was estimated using the Black-Scholes valuation model for a call and a put option with the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected dividend yield — % — % — % — % Expected volatility 37 % 54 % 32 % 58 % Risk-free interest rate 1.09 % 0.36 % 0.78 % 0.45 % Expected term (in years) 0.38 0.50 0.46 0.50 Fair value per share $ 1.45 $ 1.59 $ 1.28 $ 2.04 |
Defined Benefit Plans (Tables)
Defined Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Defined Benefit Plan [Abstract] | |
Schedule of components of net periodic pension cost | Components of net periodic pension cost are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Service cost $ 251 $ 295 $ 737 $ 883 Interest cost 59 62 172 185 Expected return on plan assets (258 ) (296 ) (757 ) (885 ) Prior service cost amortization 38 38 113 113 Deferred loss amortization — 61 — 183 Net periodic pension cost $ 90 $ 160 $ 265 $ 479 |
Net cost related to employee severance | Components of net cost related to the Korea employee defined benefit plan are as follows (in thousands): Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Service cost $ 134 $ 221 Interest cost 20 34 Net cost $ 154 $ 255 |
Description of Business and B30
Description of Business and Basis of Presentation (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)manufacturing_locationcontract_manufacturersegmentproduct_line | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)reporting_unit | Oct. 11, 2017USD ($) | Sep. 25, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Manufacturing locations | manufacturing_location | 3 | ||||||||||
Operating segments | segment | 1 | ||||||||||
Number of product lines | product_line | 2 | ||||||||||
Cumulative valuation allowance | $ 91,000,000 | $ 91,000,000 | |||||||||
Deferred tax liability recorded associated with unremitted earnings of foreign subsidiary no longer considered indefinitely reinvested | 4,900,000 | 4,900,000 | |||||||||
Undistributed earnings of Swiss subsidiary | 97,600,000 | $ 97,600,000 | |||||||||
Number of reporting units | reporting_unit | 1 | ||||||||||
Warranty period, minimum, in years | 1 year | ||||||||||
Warranty period, maximum, in years | 8 years | ||||||||||
Accrued warranty liability | 2,291,000 | $ 1,305,000 | $ 2,291,000 | $ 1,305,000 | $ 1,213,000 | $ 1,288,000 | |||||
Deferred revenue and customer deposits | 6,236,000 | $ 6,236,000 | 3,967,000 | ||||||||
Term of agreement | 10 years | ||||||||||
Cash and cash equivalents | 52,852,000 | $ 52,852,000 | $ 25,359,000 | ||||||||
Working capital amount | 70,200,000 | 70,200,000 | |||||||||
Change in recognition of distributor revenue (less than $1.0 million) | 35,816,000 | $ 25,506,000 | 99,605,000 | $ 94,844,000 | |||||||
Accounting Standards Update 2016-09, Excess Tax Benefit Component | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Cumulative valuation allowance | 10,000,000 | 10,000,000 | |||||||||
Deferred tax assets related to stock-based compensation | 10,000,000 | 10,000,000 | |||||||||
Accounting Standards Update 2016-18 | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Restricted cash balance | $ 100,000 | $ 400,000 | |||||||||
Revolving Credit Facility | East West Bank | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Revolving line of credit | 25,000,000 | 25,000,000 | |||||||||
Drawings under revolving line of credit | 0 | 0 | |||||||||
Amount available under revolving line of credit | 12,000,000 | $ 12,000,000 | |||||||||
Minimum | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Estimated Useful Life (in years) | 8 years | ||||||||||
Maximum | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Estimated Useful Life (in years) | 14 years | ||||||||||
Revenue from Production Type Contracts | Maximum | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Percentage of revenue (less than five percent) | 5.00% | ||||||||||
Revenue | Maximum | Non-product Sale Arrangements | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Percentage of revenue (less than five percent) | 5.00% | ||||||||||
China | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Number of contract manufacturers | contract_manufacturer | 2 | ||||||||||
Convertible Senior Notes due 2022 | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Proceeds received | 37,300,000 | ||||||||||
Principal amount | $ 40,000,000 | $ 40,000,000 | $ 40,000,000 | ||||||||
Interest rate | 5.50% | 5.50% | 5.50% | ||||||||
Convertible Senior Notes due 2022 | Subsequent Event | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Proceeds received | $ 5,700,000 | ||||||||||
Principal amount | $ 6,000,000 | ||||||||||
Scenario, Forecast | Maximum | Accounting Standards Update 2014-09 | |||||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | |||||||||||
Change in recognition of distributor revenue (less than $1.0 million) | $ 1,000,000 |
Description of Business and B31
Description of Business and Basis of Presentation (Net Income (Loss) per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator | ||||
Net loss | $ (13,860) | $ (6,855) | $ (34,377) | $ (11,536) |
Denominator | ||||
Basic and diluted (in shares) | 37,008 | 31,989 | 34,929 | 31,828 |
Net loss per share | ||||
Basic and diluted (in dollars per share) | $ (0.37) | $ (0.21) | $ (0.98) | $ (0.36) |
Description of Business and B32
Description of Business and Basis of Presentation (Anti-dilutive Shares) (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Outstanding options to purchase common stock | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 364 | 465 |
Unvested restricted stock awards | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 29 | 96 |
Unvested restricted stock unit awards | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 2,760 | 1,686 |
Employee stock purchase plan awards | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 29 | 61 |
Bonus to be paid in stock awards | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 349 | 183 |
Convertible senior notes | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 6,300 | 0 |
Balance Sheet Details (Schedule
Balance Sheet Details (Schedule of Inventories, Net) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of inventories | ||
Raw materials and purchased parts | $ 13,291 | $ 12,980 |
Work-in-process | 3,037 | 858 |
Finished goods | 17,463 | 19,492 |
Reserves | (2,192) | (1,082) |
Total inventories, net | $ 31,599 | $ 32,248 |
Balance Sheet Details (Schedu34
Balance Sheet Details (Schedule of Activity in the Warranty Reserve) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Movement in Warranty Reserve [Roll Forward] | ||
Beginning balance | $ 1,213 | $ 1,288 |
Acquired liability from Nesscap | 773 | 0 |
Product warranties issued | 352 | 298 |
Settlement of warranties | (300) | (427) |
Changes related to preexisting warranties | 253 | 146 |
Ending balance | $ 2,291 | $ 1,305 |
Balance Sheet Details (Schedu35
Balance Sheet Details (Schedule of Accumulated Other Comprehensive Income) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Accumulated Other Comprehensive Income [Roll Forward] | |
Balance as of December 31, 2016 | $ 100,822 |
Balance as of September 30, 2017 | 108,505 |
Accumulated Other Comprehensive Income | |
Accumulated Other Comprehensive Income [Roll Forward] | |
Balance as of December 31, 2016 | 5,400 |
Other comprehensive income before reclassification | 3,197 |
Amounts reclassified from accumulated other comprehensive income | 91 |
Net other comprehensive income for the nine months ended September 30, 2017 | 3,288 |
Balance as of September 30, 2017 | 8,688 |
Foreign Currency Translation Adjustment | |
Accumulated Other Comprehensive Income [Roll Forward] | |
Balance as of December 31, 2016 | 7,826 |
Other comprehensive income before reclassification | 3,197 |
Amounts reclassified from accumulated other comprehensive income | 0 |
Net other comprehensive income for the nine months ended September 30, 2017 | 3,197 |
Balance as of September 30, 2017 | 11,023 |
Defined Benefit Pension Plan | |
Accumulated Other Comprehensive Income [Roll Forward] | |
Balance as of December 31, 2016 | (2,426) |
Other comprehensive income before reclassification | 0 |
Amounts reclassified from accumulated other comprehensive income | 91 |
Net other comprehensive income for the nine months ended September 30, 2017 | 91 |
Balance as of September 30, 2017 | $ (2,335) |
Business Combination (Details T
Business Combination (Details Textual) - USD ($) $ in Thousands, shares in Millions | Apr. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Amount of payment | $ 1,000 | ||
Nesscap | |||
Business Acquisition [Line Items] | |||
Value of share consideration | 25,294 | ||
Amount of payment | 1,006 | ||
Acquisition related costs | $ 0 | $ (1,800) | |
Fair value of intangible assets acquired | 11,800 | ||
Amount of revenue | 6,800 | 11,000 | |
Amount of net loss | (300) | (700) | |
Nesscap | Fair Value Adjustment to Inventory | |||
Business Acquisition [Line Items] | |||
Fair market value step-up | $ 700 | 100 | 100 |
Component of cost of revenue | $ 300 | $ 600 | |
Common Stock | Nesscap | |||
Business Acquisition [Line Items] | |||
Number of shares issued | 25.3 | ||
Value of share consideration | $ 4,100 | ||
Percentage of outstanding shares | 11.30% |
Business Combination (Schedule
Business Combination (Schedule of Fair Value of Purchase Price Consideration) (Details) $ in Thousands | Apr. 28, 2017USD ($) |
Business Acquisition [Line Items] | |
Settlement of seller’s transaction expenses | $ 1,000 |
Nesscap | |
Business Acquisition [Line Items] | |
Maxwell common stock | 25,294 |
Settlement of seller’s transaction expenses | 1,006 |
Total estimated purchase price | $ 26,300 |
Business Combination (Schedul38
Business Combination (Schedule of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Apr. 28, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 35,188 | $ 22,799 | |
Nesscap | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 909 | ||
Accounts receivable | 2,545 | ||
Inventories | 4,397 | ||
Prepaid expenses and other assets | 764 | ||
Property and equipment | 3,314 | ||
Intangible assets | 11,800 | ||
Accounts payable, accrued compensation and other liabilities | (5,713) | ||
Employee severance obligation | (3,340) | ||
Total identifiable net assets | 14,676 | ||
Goodwill | 11,624 | ||
Total purchase price | $ 26,300 |
Business Combination (Schedul39
Business Combination (Schedule of Intangible Assets Acquired) (Details) - USD ($) $ in Thousands | Apr. 28, 2017 | Sep. 30, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 11,800 | |
Customer relationships - institutional | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 14 years | |
Fair Value | $ 3,200 | |
Customer relationships - non-institutional | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Fair Value | $ 4,400 | |
Trademarks and trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Fair Value | $ 1,500 | |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 8 years | |
Fair Value | $ 2,700 | |
Nesscap | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 11,800 | |
Nesscap | Customer relationships - institutional | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 14 years | |
Fair Value | $ 3,200 | |
Nesscap | Customer relationships - non-institutional | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Fair Value | $ 4,400 | |
Nesscap | Trademarks and trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Fair Value | $ 1,500 | |
Nesscap | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 8 years | |
Fair Value | $ 2,700 |
Business Combination (Schedul40
Business Combination (Schedule of Pro Forma Information) (Details) - Nesscap - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Net revenues | $ 35,816 | $ 31,177 | $ 104,771 | $ 109,817 |
Net loss | $ (13,573) | $ (8,133) | $ (35,165) | $ (14,788) |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Basic (in dollars per share) | $ (0.37) | $ (0.23) | $ (0.96) | $ (0.41) |
Business Acquisition, Pro Forma Information, Weighted Average Common Shares Outstanding [Abstract] | ||||
Basic and diluted (in shares) | 37,008 | 36,136 | 36,706 | 35,975 |
Sale of Microelectronics Prod41
Sale of Microelectronics Product Line (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 27, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups [Line Items] | |||||
Gain on sale of product line | $ 0 | $ 0 | $ 0 | $ 6,657 | |
Microelectronics Product Line | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups [Line Items] | |||||
Sale of microelectronics product line, transaction purchase price | $ 21,000 | ||||
Sale of microelectronics product line, escrow holdback | $ 1,500 | ||||
Gain on sale of product line | $ 6,700 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Schedule of Goodwill [Roll Forward] | |
Balance as of December 31, 2016 | $ 22,799 |
Goodwill from Nesscap Acquisition | 11,624 |
Foreign currency translation adjustments | 765 |
Balance as of September 30, 2017 | $ 35,188 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets (Schedule of Intangible Assets) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Initial Carrying Value | $ 11,800 |
Cumulative Foreign Currency Translation Adjustment | (161) |
Accumulated Amortization | (492) |
Net Carrying Value | $ 11,147 |
Customer relationships - institutional | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life (in years) | 14 years |
Gross Initial Carrying Value | $ 3,200 |
Cumulative Foreign Currency Translation Adjustment | (44) |
Accumulated Amortization | (96) |
Net Carrying Value | $ 3,060 |
Customer relationships - non-institutional | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life (in years) | 10 years |
Gross Initial Carrying Value | $ 4,400 |
Cumulative Foreign Currency Translation Adjustment | (60) |
Accumulated Amortization | (187) |
Net Carrying Value | $ 4,153 |
Trademarks and trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life (in years) | 10 years |
Gross Initial Carrying Value | $ 1,500 |
Cumulative Foreign Currency Translation Adjustment | (20) |
Accumulated Amortization | (64) |
Net Carrying Value | $ 1,416 |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life (in years) | 8 years |
Gross Initial Carrying Value | $ 2,700 |
Cumulative Foreign Currency Translation Adjustment | (37) |
Accumulated Amortization | (145) |
Net Carrying Value | $ 2,518 |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 502 | $ 0 | |
Estimated amortization expense for the remainder of 2017 | $ 300 | 300 | |
Estimated amortization expense for 2018 | 1,200 | 1,200 | |
Estimated amortization expense for 2019 | 1,200 | 1,200 | |
Estimated amortization expense for 2020 | 1,200 | 1,200 | |
Estimated amortization expense for 2021 | 1,200 | 1,200 | |
Cost of revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 88 | 148 | |
Selling, general and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 200 | $ 400 |
Restructuring and Exit Costs (D
Restructuring and Exit Costs (Details Textual) ft² in Thousands | 3 Months Ended | 9 Months Ended | 15 Months Ended | 18 Months Ended | ||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2015ft² | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | $ 1,251,000 | $ 0 | $ 2,248,000 | $ 297,000 | ||||
Lease Obligation Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | 200,000 | |||||||
Amount of liability | 700,000 | 700,000 | $ 800,000 | |||||
September 2017 Restructuring Plan | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | 1,200,000 | |||||||
September 2017 Restructuring Plan | Employee Severance Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | 1,195,000 | |||||||
Cash payments with restructuring plan | 58,000 | |||||||
Amount of liability | 1,137,000 | 1,137,000 | 0 | |||||
February 2017 Restructuring Plan | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | 100,000 | 900,000 | ||||||
February 2017 Restructuring Plan | Employee Severance Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | 997,000 | |||||||
Cash payments with restructuring plan | 855,000 | |||||||
Amount of liability | $ 0 | $ 0 | $ 0 | |||||
2015 Consolidation of US Manufacturing Operations | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | $ 2,800,000 | |||||||
Accelerated equipment depreciation expense | 600,000 | |||||||
Cash payments with restructuring plan | $ 1,500,000 | |||||||
2015 Consolidation of US Manufacturing Operations | Restructuring and exit costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | 0 | 300,000 | ||||||
2015 Consolidation of US Manufacturing Operations | Cost of revenue | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Accelerated equipment depreciation expense | 100,000 | |||||||
2015 Consolidation of US Manufacturing Operations | Lease Obligation Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | 1,300,000 | |||||||
Square feet of manufacturing facility | ft² | 60 | |||||||
2015 Consolidation of US Manufacturing Operations | Employee Severance Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | 1,200,000 | |||||||
Cash payments with restructuring plan | $ 0 | $ 500,000 | ||||||
2015 Consolidation of US Manufacturing Operations | Other Exit Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and exit costs | $ 300,000 |
Restructuring and Exit Costs (S
Restructuring and Exit Costs (Schedule of Restructuring and Exit Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Reserve [Roll Forward] | ||||
Costs incurred | $ 1,251 | $ 0 | $ 2,248 | $ 297 |
February 2017 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Costs incurred | 100 | 900 | ||
February 2017 Restructuring Plan | Employee Severance Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring liability as of December 31, 2016 | 0 | |||
Costs incurred | 997 | |||
Amounts paid | (855) | |||
Accruals released | (142) | |||
Restructuring liability as of September 30, 2017 | 0 | 0 | ||
September 2017 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Costs incurred | 1,200 | |||
September 2017 Restructuring Plan | Employee Severance Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring liability as of December 31, 2016 | 0 | |||
Costs incurred | 1,195 | |||
Amounts paid | (58) | |||
Accruals released | 0 | |||
Restructuring liability as of September 30, 2017 | $ 1,137 | $ 1,137 |
Debt and Credit Facilities (Det
Debt and Credit Facilities (Details Textual) | 3 Months Ended | 9 Months Ended | 24 Months Ended | ||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 15, 2022D | Oct. 11, 2017USD ($) | Sep. 25, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | |
Convertible Senior Notes due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Convertible Senior Notes due 2022, aggregate pricncipal | $ 40,000,000 | $ 40,000,000 | $ 40,000,000 | ||||
Interest rate | 5.50% | 5.50% | 5.50% | ||||
Proceeds received | $ 37,300,000 | ||||||
Conversion rate | 157.5101 | ||||||
Conversion price | $ / shares | $ 6.35 | ||||||
Conversion premium, percent | 27.00% | ||||||
Initial purchaser's discount | $ 2,200,000 | $ 2,200,000 | |||||
Initial purchaser's discount, percent | 5.50% | 5.50% | |||||
Discount rate | 12.00% | ||||||
Amount over estimated fair value of the liability component | $ 7,400,000 | ||||||
Transaction costs | 500,000 | $ 500,000 | |||||
Transaction costs allocated to equity | $ 100,000 | ||||||
Effective interest rate | 12.20% | 12.20% | |||||
Vehicle Financing Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings outstanding under vehicle financing agreements | $ 124,000 | $ 124,000 | $ 83,000 | ||||
Vehicle Financing Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0.90% | 0.90% | |||||
Vehicle Financing Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 1.90% | 1.90% | |||||
Repayment period | 3 years | ||||||
Revolving Credit Facility | East West Bank | |||||||
Debt Instrument [Line Items] | |||||||
Revolving line of credit | $ 25,000,000 | $ 25,000,000 | |||||
Amount available under revolving line of credit | $ 12,000,000 | $ 12,000,000 | |||||
Percentage of equity interests pledged | 100.00% | 100.00% | |||||
Annual commitment fee amount | $ 125,000 | ||||||
Revolving Credit Facility | East West Bank | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Unused commitment fee percentage | 0.30% | ||||||
Revolving Credit Facility | East West Bank | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Unused commitment fee percentage | 0.50% | ||||||
Revolving Credit Facility | East West Bank | Prime Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility interest on borrowings, percentage added to rate | 0.00% | ||||||
Revolving Credit Facility | East West Bank | Prime Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility interest on borrowings, percentage added to rate | 0.50% | ||||||
Revolving Credit Facility | East West Bank | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility interest on borrowings, percentage added to rate | 2.75% | ||||||
Revolving Credit Facility | East West Bank | LIBOR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility interest on borrowings, percentage added to rate | 3.25% | ||||||
Subsequent Event | Convertible Senior Notes due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Convertible Senior Notes due 2022, aggregate pricncipal | $ 6,000,000 | ||||||
Proceeds received | $ 5,700,000 | ||||||
Scenario, Forecast | Convertible Senior Notes due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Convertible price threshold percentage | 130.00% | ||||||
Convertible threshold trading days | D | 20 |
Debt and Credit Facilities De48
Debt and Credit Facilities Debt and Credit Facilities (Schedule of Carrying Value of the Notes) (Details) - Convertible Senior Notes due 2022 - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 25, 2017 |
Debt Instrument [Line Items] | ||
Principal amount | $ 40,000 | $ 40,000 |
Unamortized debt discount - equity component | (7,350) | |
Unamortized debt discount - initial purchaser | (2,195) | |
Unamortized transaction costs | (375) | |
Unamortized transaction costs | $ 30,080 |
Debt and Credit Facilities De49
Debt and Credit Facilities Debt and Credit Facilities (Schedule of Convertible Debt Interest Expense) (Details) - Convertible Senior Notes due 2022 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | ||
Coupon interest expense | $ 37 | $ 37 |
Amortization of debt discount - equity component | 18 | 18 |
Amortization of debt discount - initial purchaser | 5 | 5 |
Amortization of transaction costs | 1 | 1 |
Total interest expense | $ 61 | $ 61 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Plan assets fair value | $ 39 | |
Fair value of convertible senior notes issued | $ 37.8 |
Foreign Currency Derivative I51
Foreign Currency Derivative Instruments (Schedule of Gains and Losses on Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Schedule of gains (losses) on foreign currency forward contracts | ||
Net gains (loss) on foreign currency forward contracts | $ 0 | $ (88) |
Foreign Currency Derivative I52
Foreign Currency Derivative Instruments (Schedule of Gain and Losses on Underlying Assets and Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Schedule of foreign currency gains and losses on underlying assets and liabilities | ||
Net gains (loss) on foreign currency forward contracts were partially offset on assets and liabilities | $ 0 | $ (37) |
Stock Plans (Details Textual)
Stock Plans (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)share_based_compensation_plan$ / sharesshares | Mar. 31, 2017USD ($)shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($)share_based_compensation_planshares$ / shares | Sep. 30, 2016USD ($)$ / sharesshares | |
Stock Plans (Textual) [Abstract] | |||||
Stock-based compensation plans (in shares) | share_based_compensation_plan | 2 | 2 | |||
Stock options granted during the period (in shares) | shares | 5,000 | 0 | 50,000 | 0 | |
Average grant date fair value (in dollars per share) | $ / shares | $ 3.12 | $ 2.97 | |||
Stock-based compensation expense | $ 2,755 | $ 1,097 | $ 6,547 | $ 3,759 | |
Bonuses settled in stock | |||||
Stock Plans (Textual) [Abstract] | |||||
Stock compensation expense | 700 | 0 | 1,900 | 900 | |
Bonuses settled in stock | Director | |||||
Stock Plans (Textual) [Abstract] | |||||
Settled bonuses, previously earned under plan | $ 71 | ||||
Number shares of fully vested common stock and restricted stock units | shares | 12,904 | ||||
Stock compensation expense | $ 92 | 164 | |||
Bonuses settled in stock | Annual Incentive Bonuses, 2016 Performance Period | |||||
Stock Plans (Textual) [Abstract] | |||||
Settled bonuses, previously earned under plan | 300 | $ 1,200 | |||
Stock options | |||||
Stock Plans (Textual) [Abstract] | |||||
Stock-based compensation expense | 62 | 49 | 169 | 134 | |
Restricted stock awards | |||||
Stock Plans (Textual) [Abstract] | |||||
Stock-based compensation expense | 100 | 200 | $ 300 | 200 | |
Director restricted stock unit awards | |||||
Stock Plans (Textual) [Abstract] | |||||
Restricted stock unit vesting period (in years) | 1 year | ||||
Restricted stock unit awards | |||||
Stock Plans (Textual) [Abstract] | |||||
Stock-based compensation expense | $ 1,775 | $ 824 | $ 3,876 | $ 2,305 | |
Restricted stock unit vesting period (in years) | 4 years | ||||
Number of unrestricted shares of common stock to be received upon vesting | shares | 1 | ||||
Restricted stock units, granted (in shares) | shares | 355,075 | 49,116 | 1,768,492 | 1,236,747 | |
Restricted stock unit awards | Bonuses settled in stock | Annual Incentive Bonuses, 2016 Performance Period | |||||
Stock Plans (Textual) [Abstract] | |||||
Number shares of fully vested common stock and restricted stock units | shares | 42,662 | 89,730 | |||
Restricted stock unit awards | Service-based | |||||
Stock Plans (Textual) [Abstract] | |||||
Stock-based compensation expense | $ 1,124 | $ 544 | $ 2,460 | $ 1,613 | |
Restricted stock units, granted (in shares) | shares | 320,963 | 1,242,618 | 904,028 | ||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 5.58 | $ 5.09 | $ 5.54 | $ 5.56 | |
Performance restricted stock unit awards | |||||
Stock Plans (Textual) [Abstract] | |||||
Restricted stock units, granted (in shares) | shares | 34,112 | 525,874 | 332,719 | ||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.79 | $ 6.77 | $ 7.50 | ||
Market condition restricted stock units | |||||
Stock Plans (Textual) [Abstract] | |||||
Restricted stock units, granted (in shares) | shares | 34,112 | 367,874 | 286,495 | ||
Market condition restricted stock units | Minimum | |||||
Stock Plans (Textual) [Abstract] | |||||
Potential vesting percentages | 0.00% | ||||
Market condition restricted stock units | Maximum | |||||
Stock Plans (Textual) [Abstract] | |||||
Potential vesting percentages | 200.00% | ||||
Market condition restricted stock units | Performance period one | |||||
Stock Plans (Textual) [Abstract] | |||||
Restricted stock unit vesting period (in years) | 1 year | ||||
Market condition restricted stock units | Performance period two | |||||
Stock Plans (Textual) [Abstract] | |||||
Restricted stock unit vesting period (in years) | 2 years | ||||
Market condition restricted stock units | Performance period three | |||||
Stock Plans (Textual) [Abstract] | |||||
Restricted stock unit vesting period (in years) | 3 years | ||||
Employee stock purchase plan | |||||
Stock Plans (Textual) [Abstract] | |||||
Stock-based compensation expense | $ 28 | $ 53 | $ 81 | $ 189 | |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.45 | $ 1.59 | $ 1.28 | $ 2.04 | |
Discount rate from market value on offering date | 85.00% | ||||
Offering period | 6 months | ||||
Fully vested common stock | Bonuses settled in stock | Annual Incentive Bonuses, 2016 Performance Period | |||||
Stock Plans (Textual) [Abstract] | |||||
Number shares of fully vested common stock and restricted stock units | shares | 142,582 |
Stock Plans Stock Plans (Schedu
Stock Plans Stock Plans (Schedule of Stock Options Fair Value Assumptions) (Details) - Outstanding options to purchase common stock | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 58.00% | |
Risk-free interest rate | 1.96% | |
Expected term (in years) | 5 years 6 months | 5 years 6 months |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 58.00% | |
Risk-free interest rate | 1.87% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 59.00% | |
Risk-free interest rate | 1.96% |
Stock Plans (Market-condition A
Stock Plans (Market-condition Awards Fair Value Assumptions) (Details) - Market condition restricted stock units | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of fair value assumptions | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 53.00% | 62.00% | 53.00% | 62.00% |
Risk-free interest rate | 1.55% | 1.07% | 1.55% | 1.07% |
Expected term (in years) | 2 years 10 months | 3 years | 2 years 10 months | 3 years |
Stock Plans Stock Plans (Sche56
Stock Plans Stock Plans (Schedule of RSU Expense by Vesting Type) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,755 | $ 1,097 | $ 6,547 | $ 3,759 |
Restricted stock unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,775 | 824 | 3,876 | 2,305 |
Restricted stock unit awards | Service-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,124 | 544 | 2,460 | 1,613 |
Restricted stock unit awards | Performance objectives | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 219 | 30 | 389 | 71 |
Restricted stock unit awards | Market-condition | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 432 | $ 250 | $ 1,027 | $ 621 |
Stock Plans (Employee Stock Pur
Stock Plans (Employee Stock Purchase Plan Fair Value Assumptions) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee stock purchase plan | ||||
Schedule of fair value assumptions | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 37.00% | 54.00% | 32.00% | 58.00% |
Risk-free interest rate | 1.09% | 0.36% | 0.78% | 0.45% |
Expected term (in years) | 4 months 16 days | 6 months | 5 months 17 days | 6 months |
Fair value per share | $ 1.45 | $ 1.59 | $ 1.28 | $ 2.04 |
Outstanding options to purchase common stock | ||||
Schedule of fair value assumptions | ||||
Expected dividend yield | 0.00% | 0.00% | ||
Expected volatility | 58.00% | |||
Risk-free interest rate | 1.96% | |||
Expected term (in years) | 5 years 6 months | 5 years 6 months | ||
Minimum | Outstanding options to purchase common stock | ||||
Schedule of fair value assumptions | ||||
Expected volatility | 58.00% | |||
Risk-free interest rate | 1.87% | |||
Maximum | Outstanding options to purchase common stock | ||||
Schedule of fair value assumptions | ||||
Expected volatility | 59.00% | |||
Risk-free interest rate | 1.96% |
Stock Plans (Allocation of Stoc
Stock Plans (Allocation of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 2,755 | $ 1,097 | $ 6,547 | $ 3,759 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 271 | 146 | 721 | 643 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2,097 | 799 | 4,762 | 2,436 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 387 | $ 152 | $ 1,064 | $ 680 |
Defined Benefit Plans (Details)
Defined Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan [Abstract] | ||||
Employer contributions, Maxwell SA Pension Plan | $ 200 | $ 100 | $ 500 | $ 500 |
Additional employer contributions, expected to be paid during the remainder of fiscal year, Maxwell SA Pension Plan | 100 | $ 100 | ||
Minimum years of service, Korea Plan | 1 year | |||
Korea plan employer contributions | 2 | $ 4 | ||
Additional employer contributions expected to be paid during the remainder of fiscal year, Korea plan | $ 2 | $ 2 |
Defined Benefit Plans (Schedule
Defined Benefit Plans (Schedule of Net Periodic Pension Cost )(Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of net periodic pension cost | ||||
Service cost | $ 251 | $ 295 | $ 737 | $ 883 |
Interest cost | 59 | 62 | 172 | 185 |
Expected return on plan assets | (258) | (296) | (757) | (885) |
Prior service cost amortization | 38 | 38 | 113 | 113 |
Deferred loss amortization | 0 | 61 | 0 | 183 |
Net periodic pension cost | $ 90 | $ 160 | $ 265 | $ 479 |
Defined Benefit Plans (Korea De
Defined Benefit Plans (Korea Defined Benefit Plan) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Defined Benefit Plan [Abstract] | ||
Service cost | $ 134 | $ 221 |
Interest cost | 20 | 34 |
Net cost | $ 154 | $ 255 |
Legal Proceedings (Details)
Legal Proceedings (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2017USD ($) | |
SEC Penalties Settlement [Member] | |
Loss Contingencies [Line Items] | |
Settlement amount | $ 2.8 |