Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 03, 2018 | |
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 | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | mxwl | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,000,620 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 40,103 | $ 50,122 |
Trade and other accounts receivable, net of allowance for doubtful accounts of $26 and $36 as of March 31, 2018 and December 31, 2017, respectively | 32,391 | 31,643 |
Inventories | 37,485 | 32,228 |
Prepaid expenses and other current assets | 3,478 | 2,983 |
Total current assets | 113,457 | 116,976 |
Property and equipment, net | 30,174 | 28,044 |
Intangible assets, net | 11,469 | 11,715 |
Goodwill | 36,636 | 36,061 |
Pension asset | 12,095 | 11,712 |
Other non-current assets | 845 | 871 |
Total assets | 204,676 | 205,379 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 32,966 | 32,758 |
Accrued employee compensation | 6,624 | 9,070 |
Deferred revenue and customer deposits | 6,299 | 6,669 |
Short-term borrowings and current portion of long-term debt | 5,034 | 33 |
Total current liabilities | 50,923 | 48,530 |
Deferred tax liability, long-term | 8,433 | 8,762 |
Long-term debt, excluding current portion | 35,556 | 35,124 |
Defined benefit plan liability | 4,125 | 3,942 |
Other long-term liabilities | 2,573 | 2,920 |
Total liabilities | 101,610 | 99,278 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $0.10 par value per share, 80,000,000 shares authorized at March 31, 2018 and December 31, 2017; 38,000,620 and 37,199,519 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 3,797 | 3,717 |
Additional paid-in capital | 341,897 | 337,541 |
Accumulated deficit | (256,160) | (247,233) |
Accumulated other comprehensive income | 13,532 | 12,076 |
Total stockholders’ equity | 103,066 | 106,101 |
Total liabilities and stockholders’ equity | $ 204,676 | $ 205,379 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Trade and other accounts receivable, allowance | $ 26 | $ 36 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 38,000,620 | 37,199,519 |
Common stock, shares outstanding | 38,000,620 | 37,199,519 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 28,416 | $ 26,686 |
Cost of revenue | 22,735 | 20,578 |
Gross profit | 5,681 | 6,108 |
Operating expenses: | ||
Selling, general and administrative | 9,572 | 9,592 |
Research and development | 5,532 | 4,706 |
Restructuring and exit costs | (57) | 997 |
Total operating expenses | 15,047 | 15,295 |
Loss from operations | (9,366) | (9,187) |
Interest expense, net | 993 | 63 |
Other components of defined benefit plans, net | (221) | (155) |
Other income | 0 | (1) |
Foreign currency exchange loss, net | 89 | 97 |
Loss before income taxes | (10,227) | (9,191) |
Income tax provision (benefit) | (1,022) | 1,208 |
Net loss | $ (9,205) | $ (10,399) |
Net loss per share | ||
Basic and diluted (in dollars per share) | $ (0.25) | $ (0.32) |
Weighted average common shares outstanding: | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 37,522 | 32,197 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (9,205) | $ (10,399) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustment | 1,437 | 1,312 |
Defined benefit plans, net of tax: | ||
Amortization of prior service cost, net of tax provision of $5 and $7 for the three months ended March 31, 2018 and 2017, respectively | 19 | 29 |
Other comprehensive income (loss), net of tax | 1,456 | 1,341 |
Comprehensive loss | $ (7,749) | $ (9,058) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Tax provision for amortization of deferred loss | $ 0 | $ 0 |
Tax provision for amortization of prior service cost | $ 5 | $ 7 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (9,205) | $ (10,399) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,993 | 2,148 |
Amortization of intangible assets | 316 | 0 |
Non-cash interest expense | 439 | 0 |
Pension and defined benefit plan cost | 251 | 86 |
Stock-based compensation expense | 2,624 | 1,538 |
Gain on sale of property and equipment | (4) | 0 |
Provision for (recovery of) losses on accounts receivable | (10) | 0 |
Provision for losses on inventory | 475 | 17 |
Provision for warranties | 65 | 189 |
Changes in operating assets and liabilities: | ||
Trade and other accounts receivable | (252) | (3,406) |
Inventories | (5,994) | 1,922 |
Prepaid expenses and other assets | (455) | (453) |
Pension asset | (156) | (155) |
Accounts payable and accrued liabilities | 309 | 1,571 |
Deferred revenue and customer deposits | (65) | 2,626 |
Accrued employee compensation | (776) | 785 |
Deferred tax liability | (374) | (209) |
Defined benefit plan and other long-term liabilities | (392) | (85) |
Net cash used in operating activities | (11,211) | (3,825) |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (3,918) | (945) |
Proceeds from sale of property and equipment | 8 | 0 |
Net cash used in investing activities | (3,910) | (945) |
FINANCING ACTIVITIES: | ||
Principal payments on long-term debt and short-term borrowings | (8) | (10) |
Line of credit borrowings | 5,000 | 0 |
Net cash provided by (used in) financing activities | 4,992 | (10) |
Effect of exchange rate changes on cash and cash equivalents | 110 | 315 |
Decrease in cash and cash equivalents | (10,019) | (4,465) |
Cash and cash equivalents, beginning of period | 50,122 | 25,359 |
Cash and cash equivalents, end of period | $ 40,103 | $ 20,894 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
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 offers the following: • Dry Battery Electrode Technology : The Company has developed and transformed its patented, proprietary and fundamental dry electrode manufacturing technology that has historically been used to make ultracapacitors to create a new technology that can be applied to the manufacturing of batteries, which we believe can create significant performance and cost benefits as compared to today’s state of the art lithium-ion batteries. • Energy Storage: The Company’s ultracapacitor products 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, grid energy storage, wind, bus, industrial and truck. The Company’s 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 and 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, electric voltage transformers and metering products 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. 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 In accordance with the Company’s adoption of ASU No. 2017-07, non-service cost expense and income related to defined benefit plans were reclassified to “other components of defined benefit plans, net” for the three months ended March 31, 2017. See further information under Recent Accounting Pronouncements below. “Unrealized loss on foreign currency exchange rates” for the three months ended March 31, 2017 has been reclassified to “trade and other accounts receivable” in the consolidated statements of cash flows, to conform to the current period presentation. 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; estimates of returns, rebates, discounts and allowances in the recognition of revenue; estimated 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. 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. 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 March 31, 2018 and December 31, 2017 , the accrued warranty liability included in “accounts payable and accrued liabilities” in the condensed consolidated balance sheets was $1.2 million and $1.4 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. 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 March 31, 2018 , the Company had approximately $40.1 million in cash and cash equivalents, and working capital of $62.5 million . Management believes the available cash balance will be sufficient to fund operations, obligations as they become due, and capital investments for at least the next twelve months. In addition, we have a revolving line of credit available up to a maximum of $25.0 million , subject to a borrowing base limitation, under which borrowings of $5.0 million are outstanding as of March 31, 2018. This facility is scheduled to expire in May 2021. In the future, we may decide to supplement existing cash and planned cash flow from operations with additional debt or equity financings. 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 March 31, 2018 2017 Numerator Net loss $ (9,205 ) $ (10,399 ) Denominator Weighted-average common shares outstanding 37,522 32,197 Net loss per share Basic and diluted $ (0.25 ) $ (0.32 ) 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 Months Ended March 31, 2018 2017 Outstanding options to purchase common stock 328 352 Unvested restricted stock awards 14 58 Unvested restricted stock unit awards 3,261 2,356 Employee stock purchase plan awards 41 57 Bonus and director fees to be paid in stock awards 109 102 Convertible senior notes 7,245 — 10,998 2,925 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 . ASU 2014-09 and its related amendments provide companies with a single model for accounting for revenue arising from contracts with customers and supersedes prior 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. The Company adopted the new accounting standard using the modified retrospective transition method effective January 1, 2018 and recorded a $0.3 million impact to “accumulated deficit” in the Company’s consolidated balance sheet. See Note 2 for further information. 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 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 impacts the Company’s gross profit and loss from operations but has no impact on net loss or net loss per share. The Company adopted ASU 2017-07 on January 1, 2018, with adoption applied on a retrospective basis. The Company used the practical expedient that permits it to use the amounts previously disclosed in the defined benefit plans note for the prior comparative periods as the basis for applying the retrospective presentation requirements. In connection with this adoption, the Company reclassified $83,000 , $52,000 and $20,000 of net non-service costs and income from cost of revenue, selling, general and administrative expense and research and development expense, respectively to “defined benefit plan income, net” for the three months ended March 31, 2017. In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income , which amends the previous guidance to allow for certain tax effects “stranded” in accumulated other comprehensive income, which are impacted by the Tax Cuts and Jobs Act, to be reclassified from accumulated other comprehensive income into retained earnings. This amendment pertains only to those items impacted by the new tax law and will not apply to any future tax effects stranded in accumulated other comprehensive income. This standard is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company does not expect this ASU to have a material impact on its consolidated financial statements. In March 2018, the FASB issued ASU No. 2018-05, Income Taxes: Amendments to SEC paragraphs pursuant to SEC Staff Accounting Bulletin No. 118 . The Amendments in this update add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”). SAB 118 directs taxpayers to consider the implications of the Tax Cuts and Jobs Act as provisional when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The Company recognized the provisional tax impacts of the Tax Cuts and Jobs Act in the fourth quarter of 2017, therefore, the Company’s subsequent adoption of ASU 2018-05 in the first quarter of 2018 had no impact on its accounting for income taxes. There have been no other recent accounting standards, or changes in accounting standards, during the three months ended March 31, 2018 , 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. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 2 – Revenue Recognition On January 1, 2018, The Company adopted ASC 606, Revenue from Contracts with Customers and all the related amendments and applied it to all contracts that were not completed as of January 1, 2018 using the modified retrospective method. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit. Prior period amounts have not been restated and continue to be reported under the accounting standards in effect for those periods. The Company’s adoption impact related to the recognition of certain previously deferred distributor revenue. The Company does not expect a material impact to its consolidated statements of operations on an ongoing basis from the adoption of the new standard. The cumulative effect to the Company’s consolidated January 1, 2018 balance sheet from the adoption of the new revenue standard was as follows (in thousands): Balance Sheet Balance at December 31, 2017 Adjustments Due to ASC 606 Balance at January 1, 2018 Assets: Trade and other accounts receivable, net of allowance $ 31,643 $ 227 $ 31,870 Inventories 32,228 (430 ) 31,798 Liabilities and Stockholders’ Equity: Accounts payable and accrued liabilities 32,758 37 32,795 Deferred revenue and customer deposits 6,669 (518 ) 6,151 Accumulated deficit (247,233 ) 278 (246,955 ) The impact of adoption on the Company’s consolidated balance sheet as of March 31, 2018 and consolidated statement of operations for the three months ended March 31, 2018 was not material. The Company’s revenues primarily result from the sale of manufactured products and reflect the consideration to which the Company expects to be entitled. The Company records revenue based on a five-step model in accordance with ASC 606. For its customer contracts, the Company identifies the performance obligations, determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) control of goods or services is transferred to the customer. For product sales, each purchase order represents a contract with a customer and each product sold to a customer typically represents a distinct performance obligation. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s product sales are subject to ExWorks (as defined in Incoterms 2010) delivery terms and revenue is recorded at the point in time when products are picked up by the customer's freight forwarder, as the Company has determined that this is the point in time that control transfers to the customer. Certain customers have shipping terms where control does not transfer until the product is delivered to the customer’s location. For these transactions, revenue is recognized at the time that the product is delivered to the customer’s location. Provisions for customer volume discounts, product returns, rebates and allowances are variable consideration and are estimated and recorded as a reduction of revenue in the same period the related product revenue is recorded. Such provisions are calculated using historical averages and adjusted for any expected changes due to current business conditions. The Company provides assurance-type 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. The Company records revenue net of sales tax, value added tax, excise tax and other taxes collected concurrent with revenue-producing activities. The Company has elected to recognize the cost for freight and shipping when control over the products sold passes to customers and revenue is recognized. The Company’s contracts with customers do not typically include extended payment terms. Payment terms vary by contract type and type of customer and generally range from 30 to 90 days from delivery. A portion of the Company’s revenue is derived from sales to distributors which represented approximately 8% of revenue for the three months ended March 31, 2018 . Less than five percent of total revenue is derived from non-product sales. When the Company’s contracts with customers require specialized services or other deliverables that are not separately identifiable from other promises in the contracts and, therefore, not distinct, then the non-distinct obligations are accounted for as a single performance obligation. For performance obligations that the Company satisfies over time, revenue is recognized by consistently applying a method of measuring progress toward complete satisfaction of that performance obligation. The Company uses the input method to recognize revenue on the basis of the Company’s efforts or inputs to the satisfaction of a performance obligation relative to the total inputs expected to satisfy that performance obligation. The Company uses the actual costs incurred relative to the total estimated costs to determine its progress towards contract completion. The following tables disaggregate the Company’s revenue by product line and by shipment destination: Three Months Ended March 31, Product Line: 2018 Energy Storage (formerly Ultracapacitors) $ 23,002 High-Voltage Capacitors 5,414 Total $ 28,416 Three Months Ended March 31, Region: 2018 Americas $ 5,818 Asia Pacific 9,827 Europe 12,771 Total $ 28,416 The Company does not have material contract assets since revenue is recognized as control of goods are transferred or as services are performed. As of March 31, 2018 and December 31, 2017 , the Company’s contract liabilities primarily relate to cash received under a licensing and services agreement, amounts received in advance from a customer in connection with a specialized services contract for which revenue is recognized over time, and customer advances. Changes in the Company’s contract liabilities, which are included in “deferred revenue and customer deposits” in the Company’s condensed consolidated balance sheets, are as follows: Three Months Ended March 31, 2018 Beginning balance as of December 31, 2017 $ 5,331 Impact of adoption of ASC 606 (518 ) Increases due to cash received from customers 1,600 Decreases due to recognition of revenue (1,624 ) Other changes (99 ) Contract liabilities as of March 31, 2018 $ 4,690 The Company has two uncompleted, non-product sale contracts with original durations of greater than one year. The transaction price allocated to performance obligations unsatisfied at March 31, 2018 in connection with these contracts is $9.5 million . Of this amount, $3.4 million relates to a specialized services contract which is recognized over time and is expected to be completed within one year. The other $6.1 million relates to a licensing and services contract of which $5.2 million relates to the licensing arrangement with revenue to be recognized at a point in time when certain conditions are met which are dependent on the customer, and therefore the timing of recognition cannot currently be estimated, and $0.9 million relates to services which are recognized over time as the services are provided. The licensing and services arrangement also provides for royalties for product sales that use the licensed intellectual property, which will be recognized at the time the related sales occur. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details (in thousands) Inventories March 31, December 31, Raw materials and purchased parts $ 14,316 $ 12,675 Work-in-process 2,696 1,756 Finished goods 20,473 17,797 Total inventories $ 37,485 $ 32,228 Warranty Activity in the warranty reserve, which is included in “accounts payable and accrued liabilities” in the condensed consolidated balance sheets, is as follows: Three Months Ended March 31, 2018 2017 Beginning balance $ 1,413 $ 1,213 Product warranties issued 124 137 Settlement of warranties (241 ) (104 ) Changes related to preexisting warranties (59 ) 52 Ending balance $ 1,237 $ 1,298 Accumulated Other Comprehensive Income Foreign Defined Benefit Accumulated Affected Line Items in the Statement of Operations Balance as of December 31, 2017 $ 12,957 $ (881 ) $ 12,076 Other comprehensive income before reclassification 1,437 — 1,437 Amounts reclassified from accumulated other comprehensive income — 19 19 Cost of Sales, Selling, General and Administrative and Research and Development Expense Net other comprehensive income for the three months ended March 31, 2018 1,437 19 1,456 Balance as of March 31, 2018 $ 14,394 $ (862 ) $ 13,532 |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2018 | |
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 represented 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 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 allocated goodwill to a new reporting unit. The goodwill associated with the acquisition is not deductible for income tax purposes. The fair values of net tangible assets and intangible assets acquired were based upon the Company's estimates and assumptions at the acquisition date. The following table summarizes the 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 $686,000 . During the year ended December 31, 2017, the Company recognized $646,000 of the step-up as a component of cost of revenue for acquired inventory sold during the period. The remaining $40,000 related to the fair value step-up associated with the acquisition was recognized in connection with the Company’s adoption of ASC 606. For the three months ended March 31, 2017, acquisition-related costs of $0.3 million were included in selling, general, and administrative expenses in the Company's condensed consolidated statements of operations. The following table presents details of the 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 the three months ended March 31, 2017 as if the Nesscap Acquisition had occurred at the beginning of fiscal year 2016 (in thousands, except per share amounts): Three Months Ended March 31, 2017 Net revenues $ 31,852 Net loss (11,779 ) Net loss per share: Basic and diluted (0.32 ) Weighted average common shares outstanding: Basic and diluted 36,344 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. Also see Note 5, Goodwill and Intangible Assets , for further information on goodwill and intangible assets related to the Nesscap Acquisition. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The change in the carrying amount of goodwill from December 31, 2017 to March 31, 2018 was as follows (in thousands): Balance as of December 31, 2017 $ 36,061 Foreign currency translation adjustments 575 Balance as of March 31, 2018 $ 36,636 The composition of intangible assets subject to amortization was as follows (in thousands): As of March 31, 2018 Useful Life (in years) Gross Initial Carrying Value Cumulative Foreign Currency Translation Adjustment Accumulated Amortization Net Carrying Value Customer relationships - institutional 14 $ 3,200 $ 214 $ (215 ) $ 3,199 Customer relationships - non-institutional 10 4,400 285 (417 ) 4,268 Trademarks and trade names 10 1,500 97 (142 ) 1,455 Developed technology 8 2,700 170 (323 ) 2,547 Total intangible assets $ 11,800 $ 766 $ (1,097 ) $ 11,469 As of December 31, 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 $ 197 $ (156 ) $ 3,241 Customer relationships - non-institutional 10 4,400 266 (304 ) 4,362 Trademarks and trade names 10 1,500 90 (103 ) 1,487 Developed technology 8 2,700 160 (235 ) 2,625 Total intangible assets $ 11,800 $ 713 $ (798 ) $ 11,715 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 March 31, 2018 , amortization expense of $93,000 was recorded to “cost of revenue” and $0.2 million was recorded to “selling, general and administrative.” Estimated amortization expense for the remainder of 2018 is $0.9 million . Estimated amortization expense for the years 2019 through 2022 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 | 3 Months Ended |
Mar. 31, 2018 | |
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 , and were primarily incurred in 2017. Total net charges for the three months ended March 31, 2018 for the September 2017 restructuring plan were $(57,000) , which represented restructuring charges of $45,000 adjusted for reversals of expense of $102,000 . 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 restructuring plan were approximately $0.9 million ; the plan was completed in the third quarter of 2017. For the three months ended March 31, 2017, the Company recorded $1.0 million of restructuring charges for the February 2017 restructuring plan. Cash payments for the three months ended March 31, 2017 for the February 2017 restructuring plan were approximately $0.3 million . 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 three months ended March 31, 2018 (in thousands): February 2017 Plan September 2017 Plan Employee Severance Costs Restructuring liability as of December 31, 2016 $ — $ — Costs incurred 997 1,275 Amounts paid (855 ) (431 ) Accruals released (142 ) (27 ) Restructuring liability as of December 31, 2017 — 817 Costs incurred — 45 Amounts paid — (423 ) Accruals released — (102 ) Restructuring liability as of March 31, 2018 $ — $ 337 Adjustment to Lease Liability In 2015 and 2016, the Company completed a restructuring plan that consolidated U.S. manufacturing operations and disposed of the Company’s microelectronics product line. In connection with this 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 business forecast. In the third quarter of 2017, the Company 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 March 31, 2018 and December 31, 2017, lease obligation liabilities related to this leased space of $0.6 million and $0.7 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 | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facilities | Debt and Credit Facilities Convertible Senior Notes On September 25, 2017 and October 11, 2017, the Company issued $40.0 million and $6.0 million , respectively, 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 $43.0 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 premiums of 27% and 29% to the Company’s $5.00 and $4.94 stock prices at the September 25, 2017 and October 11, 2017 dates of issuance, respectively. 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. As of March 31, 2018 , the if-converted value of the Notes did not exceed the principal value of the Notes. 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 $2.5 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 $8.5 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): March 31, December 31, Principal amount $ 46,000 $ 46,000 Unamortized debt discount - equity component (7,817 ) (8,144 ) Unamortized debt discount - initial purchaser (2,334 ) (2,431 ) Unamortized transaction costs (368 ) (383 ) Net carrying value $ 35,481 $ 35,042 Total interest expense related to the Notes is as follows (in thousands): Three Months Ended March 31, 2018 Cash interest expense Coupon interest expense $ 633 Non-cash interest expense Amortization of debt discount - equity component 327 Amortization of debt discount - initial purchaser 97 Amortization of transaction costs 15 Total interest expense $ 1,072 Revolving Line of Credit The Company has 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”). On May 8, 2018, the Company entered into an amendment to the Loan Agreement to amend, restate and extend the Revolving Line of Credit for a three -year period expiring on May 8, 2021. 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, plus, for the twelve months ending May 8, 2019, the lesser of: (a) $5.0 million ; and (b) a certain portion of the Company’s cash and cash equivalents. As of March 31, 2018 , the amount available under the Revolving Line of Credit, net of borrowings, was $8.9 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 the Company’s Swiss subsidiary and a pledge of 65% of its equity interests in the Company’s Korean subsidiary. The obligations under the Loan Agreement are also guaranteed directly by the Company’s Swiss and Korean subsidiaries. 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 two-quarter rolling EBITDA and minimum liquidity requirements. 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. Borrowings under the Revolving Line of Credit were $5.0 million and $0 as of March 31, 2018 and December 31, 2017 , respectively. The interest rate on the Revolving Line of Credit as of March 31, 2018 was 4.75% . 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 March 31, 2018 and December 31, 2017 , $109,000 and $115,000 , respectively, was outstanding under these financing agreements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company records certain financial instruments at fair value in accordance with the hierarchy from the Fair Value Measurements and Disclosures Topic of the FASB ASC as follows. Fair Value of Assets Level 1: Observable inputs such as quoted prices in active markets for identical assets. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 : Unobservable inputs that reflect the reporting entity’s own assumptions. The Company records pension assets at fair value. As of the last fair value measurement date of December 31, 2017 , the net pension asset included plan assets with a fair value of $43.4 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 net asset value which is excluded from the fair value hierarchy. As of March 31, 2018 and December 31, 2017, the fair value of the Company’s convertible senior notes issued in September and October 2017 was approximately $52.8 million and $52.6 million , respectively, and was measured using Level 2 inputs. The carrying value of other short-term and long-term borrowings approximates fair value because of the relative short maturity of these instruments and the interest rates the Company could currently obtain. |
Stock Plans
Stock Plans | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Plans | Stock Plans The Company has two active stock-based compensation plans as of March 31, 2018 : 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 months ended March 31, 2018 and 2017 , no stock options were granted. Compensation expense recognized for stock options for the three months ended March 31, 2018 and 2017 was $72,000 and $51,000 , respectively. 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 months ended March 31, 2018 and 2017 . During the three months ended March 31, 2018 and 2017 , compensation expense recognized for RSAs was $60,000 and $97,000 , respectively. 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 and certain employees 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. For the three months ended March 31, 2018 and 2017 , PSUs granted included market-condition restricted stock units. 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 Months Ended March 31, 2018 2017 Expected dividend yield — % — % Expected volatility 46% - 47% 53 % Risk-free interest rate 2.36% - 2.39% 1.55 % Expected term (in years) 2.8 - 2.9 2.8 For the three months ended March 31, 2018 and 2017 , RSU grants were composed of the following: Three Months Ended March 31, 2018 2017 Shares granted Average grant date fair value Shares granted Average grant date fair value Service-based 921 $ 5.77 667 $ 5.44 Performance objectives 78 5.85 — — Market-condition 335 7.55 303 7.20 Total RSUs granted 1,334 6.22 970 5.99 The following table summarizes the amount of compensation expense recognized for RSUs for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, RSU Type 2018 2017 Service-based $ 1,084 $ 667 Performance objectives 120 6 Market-condition 298 192 $ 1,502 $ 865 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 March 31, 2018 and 2017 was $29,000 and $34,000 , respectively. The fair value of the ESPP shares was estimated using the Black-Scholes valuation model for a call and a put option with the following weighted-average assumptions: Three Months Ended March 31, 2018 2017 Expected dividend yield — % — % Expected volatility 43 % 29 % Risk-free interest rate 1.39 % 0.62 % Expected term (in years) 0.50 0.50 Fair value per share $ 1.29 $ 1.19 Bonuses Settled in Stock In 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 2018, the Company settled $3.0 million of bonuses earned under the plan for the 2017 performance period with 506,017 shares of fully vested common 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 $0.9 million and $0.5 million of stock compensation expense related to the bonus plan during the three months ended March 31, 2018 and 2017 , respectively. Director Fees Settled in Stock In early 2017, the Board approved a non-employee director deferred compensation program pursuant to which participating non-employee directors may make irrevocable elections on an annual basis to take fully vested restricted stock units in lieu 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) and to defer the settlement upon the vesting of all or a portion of their equity awards granted in the applicable calendar year. In the event that a director makes such an election, the Company will grant fully vested restricted stock units in lieu of cash, with an initial value equal to the cash fees, which will be settled immediately after grant or at a future date elected by the respective non-employee director through the issuance of Maxwell common stock. During the three months ended March 31, 2018 , the Company settled $203,000 of director fees with 34,376 fully vested RSUs. The Company recorded $109,000 of stock compensation expense related to director fees to be settled in stock during the three months ended March 31, 2018 . 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 March 31, 2018 2017 Cost of revenue $ 346 $ 193 Selling, general and administrative 1,834 1,069 Research and development 444 276 Total stock-based compensation expense $ 2,624 $ 1,538 |
Shelf Registration Statement
Shelf Registration Statement | 3 Months Ended |
Mar. 31, 2018 | |
Stock Offering [Abstract] | |
Shelf Registration Statement | Note 10—Shelf Registration Statement On November 9, 2017, the Company filed a shelf registration statement on Form S-3 with the SEC to, from time to time, sell up to an aggregate of $125 million of any combination of its common stock, warrants, debt securities or units. On November 16, 2017, the registration statement was declared effective by the SEC, which will allow the Company to access the capital markets for the three-year period following this effective date. As of March 31, 2018, no securities have been issued under the Company’s shelf registration statement. Net proceeds, terms and pricing of each offering of securities issued under the shelf registration statement will be determined at the time of such offerings. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate differs from the statutory U.S. federal income tax rate of 21% primarily due to foreign income tax and the valuation allowance against our domestic deferred tax assets. The Company recorded an income tax benefit of $1.0 million for the three months ended March 31, 2018 and an income tax provision of $1.2 million for the three months ended March 31, 2017 . The income tax benefit in the first quarter of 2018 is primarily related to the recognition of a tax holiday granted by the Swiss government for taxes on income generated by the Company’s Swiss subsidiary, which was retroactive to the beginning of 2017. The provision in the first quarter of 2017 is primarily related to taxes on income generated by the Company’s Swiss subsidiary, for which the full statutory tax rate applied. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act. The legislation significantly changes U.S. tax law by, among other things, reducing the US federal corporate tax rate from 35% to 21%, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. Pursuant to ASU No. 2018-05, given the amount and complexity of the changes in the tax law resulting from the tax legislation, the Company has not finalized the accounting for the income tax effects of the tax legislation. This includes the provisional amounts recorded related to the transition tax and the remeasurement of deferred taxes. The impact of the tax legislation may differ from this estimate, during the one-year measurement period due to, among other things, further refinement of the Company’s calculations, changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the tax legislation. The Company is still analyzing certain aspects of the Act and refining its calculations, which could potentially affect the analysis of the Company’s deferred tax assets and liabilities and its historical foreign earnings and profits as well as potential correlative adjustments. Any subsequent adjustment is expected to be offset by a change in valuation allowance and have no impact on the Company’s financial position or results of operations. As of March 31, 2018 , the Company has a cumulative valuation allowance recorded offsetting its worldwide net deferred tax assets of $61.4 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. During the three months ended March 31, 2018 , the Company reduced its net deferred tax liabilities by $0.4 million to record the impact of the new tax holiday granted by the Swiss government. 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 March 31, 2018 , 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. Pursuant to discussions with tax authorities, the Company intends to repatriate $10.0 million in Swiss accumulated earnings each year for approximately the next 8 years in order to reduce outstanding amounts owed to its Swiss subsidiary; the Company intends to declare each annual amount as a dividend and pay a 5% withholding tax at the time such dividends are declared. |
Defined Benefit Plans
Defined Benefit Plans | 3 Months Ended |
Mar. 31, 2018 | |
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 pension cost are as follows (in thousands): Three Months Ended March 31, 2018 2017 Service cost $ 321 $ 241 Cost recognized as a component of compensation cost 321 241 Interest cost 60 56 Expected return on plan assets (334 ) (247 ) Prior service cost amortization 24 36 Net cost recognized in other components of defined benefit plans, net (250 ) (155 ) Net pension cost $ 71 $ 86 Employer contributions of $0.2 million were paid during each of the three months ended March 31, 2018 and 2017 . Additional employer contributions of approximately $0.4 million are expected to be paid during the remainder of fiscal 2018 . 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 March 31, 2018 Service cost $ 151 Cost recognized as a component of compensation cost 151 Interest cost 29 Cost recognized in other components of defined benefit plans, net 29 Net cost $ 180 Employer contributions of $2,000 were paid during the three months ended March 31, 2018 . Additional employer contributions of approximately $6,000 are expected to be paid during the remainder of fiscal 2018. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2018 | |
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 March 2018, the Company consented to an order filed by the SEC without admitting or denying the SEC’s findings thereby resolving alleged violations of certain anti-fraud and books and records provisions of the federal securities laws and related rules. Under the terms of the order, the Company was required to pay $2.8 million in a civil penalty and agreed not to commit or cause any violations of certain anti-fraud and books and records provisions of the federal securities laws and related rules. The Company had previously accrued this amount owed as an operating expense in its financial statements in the third quarter of 2017 and paid the amount in full in April 2018. |
Description of Business and B21
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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; estimates of returns, rebates, discounts and allowances in the recognition of revenue; estimated 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. |
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. |
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. |
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 . ASU 2014-09 and its related amendments provide companies with a single model for accounting for revenue arising from contracts with customers and supersedes prior 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. The Company adopted the new accounting standard using the modified retrospective transition method effective January 1, 2018 and recorded a $0.3 million impact to “accumulated deficit” in the Company’s consolidated balance sheet. See Note 2 for further information. 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 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 impacts the Company’s gross profit and loss from operations but has no impact on net loss or net loss per share. The Company adopted ASU 2017-07 on January 1, 2018, with adoption applied on a retrospective basis. The Company used the practical expedient that permits it to use the amounts previously disclosed in the defined benefit plans note for the prior comparative periods as the basis for applying the retrospective presentation requirements. In connection with this adoption, the Company reclassified $83,000 , $52,000 and $20,000 of net non-service costs and income from cost of revenue, selling, general and administrative expense and research and development expense, respectively to “defined benefit plan income, net” for the three months ended March 31, 2017. In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income , which amends the previous guidance to allow for certain tax effects “stranded” in accumulated other comprehensive income, which are impacted by the Tax Cuts and Jobs Act, to be reclassified from accumulated other comprehensive income into retained earnings. This amendment pertains only to those items impacted by the new tax law and will not apply to any future tax effects stranded in accumulated other comprehensive income. This standard is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company does not expect this ASU to have a material impact on its consolidated financial statements. In March 2018, the FASB issued ASU No. 2018-05, Income Taxes: Amendments to SEC paragraphs pursuant to SEC Staff Accounting Bulletin No. 118 . The Amendments in this update add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”). SAB 118 directs taxpayers to consider the implications of the Tax Cuts and Jobs Act as provisional when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The Company recognized the provisional tax impacts of the Tax Cuts and Jobs Act in the fourth quarter of 2017, therefore, the Company’s subsequent adoption of ASU 2018-05 in the first quarter of 2018 had no impact on its accounting for income taxes. There have been no other recent accounting standards, or changes in accounting standards, during the three months ended March 31, 2018 , 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. |
Revenue Recognition | On January 1, 2018, The Company adopted ASC 606, Revenue from Contracts with Customers and all the related amendments and applied it to all contracts that were not completed as of January 1, 2018 using the modified retrospective method. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit. Prior period amounts have not been restated and continue to be reported under the accounting standards in effect for those periods. The Company’s adoption impact related to the recognition of certain previously deferred distributor revenue. The Company does not expect a material impact to its consolidated statements of operations on an ongoing basis from the adoption of the new standard. |
Fair Value Measurements | The Company records certain financial instruments at fair value in accordance with the hierarchy from the Fair Value Measurements and Disclosures Topic of the FASB ASC as follows. Fair Value of Assets Level 1: Observable inputs such as quoted prices in active markets for identical assets. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 : Unobservable inputs that reflect the reporting entity’s own assumptions. |
Income Taxes | On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act. The legislation significantly changes U.S. tax law by, among other things, reducing the US federal corporate tax rate from 35% to 21%, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. Pursuant to ASU No. 2018-05, given the amount and complexity of the changes in the tax law resulting from the tax legislation, the Company has not finalized the accounting for the income tax effects of the tax legislation. This includes the provisional amounts recorded related to the transition tax and the remeasurement of deferred taxes. The impact of the tax legislation may differ from this estimate, during the one-year measurement period due to, among other things, further refinement of the Company’s calculations, changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the tax legislation. |
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 B22
Description of Business and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 2017 Numerator Net loss $ (9,205 ) $ (10,399 ) Denominator Weighted-average common shares outstanding 37,522 32,197 Net loss per share Basic and diluted $ (0.25 ) $ (0.32 ) |
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 Months Ended March 31, 2018 2017 Outstanding options to purchase common stock 328 352 Unvested restricted stock awards 14 58 Unvested restricted stock unit awards 3,261 2,356 Employee stock purchase plan awards 41 57 Bonus and director fees to be paid in stock awards 109 102 Convertible senior notes 7,245 — 10,998 2,925 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The cumulative effect to the Company’s consolidated January 1, 2018 balance sheet from the adoption of the new revenue standard was as follows (in thousands): Balance Sheet Balance at December 31, 2017 Adjustments Due to ASC 606 Balance at January 1, 2018 Assets: Trade and other accounts receivable, net of allowance $ 31,643 $ 227 $ 31,870 Inventories 32,228 (430 ) 31,798 Liabilities and Stockholders’ Equity: Accounts payable and accrued liabilities 32,758 37 32,795 Deferred revenue and customer deposits 6,669 (518 ) 6,151 Accumulated deficit (247,233 ) 278 (246,955 ) |
Disaggregation of Revenue | The following tables disaggregate the Company’s revenue by product line and by shipment destination: Three Months Ended March 31, Product Line: 2018 Energy Storage (formerly Ultracapacitors) $ 23,002 High-Voltage Capacitors 5,414 Total $ 28,416 Three Months Ended March 31, Region: 2018 Americas $ 5,818 Asia Pacific 9,827 Europe 12,771 Total $ 28,416 |
Contract with Customer, Asset and Liability | Changes in the Company’s contract liabilities, which are included in “deferred revenue and customer deposits” in the Company’s condensed consolidated balance sheets, are as follows: Three Months Ended March 31, 2018 Beginning balance as of December 31, 2017 $ 5,331 Impact of adoption of ASC 606 (518 ) Increases due to cash received from customers 1,600 Decreases due to recognition of revenue (1,624 ) Other changes (99 ) Contract liabilities as of March 31, 2018 $ 4,690 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of inventories | March 31, December 31, Raw materials and purchased parts $ 14,316 $ 12,675 Work-in-process 2,696 1,756 Finished goods 20,473 17,797 Total inventories $ 37,485 $ 32,228 |
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: Three Months Ended March 31, 2018 2017 Beginning balance $ 1,413 $ 1,213 Product warranties issued 124 137 Settlement of warranties (241 ) (104 ) Changes related to preexisting warranties (59 ) 52 Ending balance $ 1,237 $ 1,298 |
Schedule of accumulated other comprehensive income | Foreign Defined Benefit Accumulated Affected Line Items in the Statement of Operations Balance as of December 31, 2017 $ 12,957 $ (881 ) $ 12,076 Other comprehensive income before reclassification 1,437 — 1,437 Amounts reclassified from accumulated other comprehensive income — 19 19 Cost of Sales, Selling, General and Administrative and Research and Development Expense Net other comprehensive income for the three months ended March 31, 2018 1,437 19 1,456 Balance as of March 31, 2018 $ 14,394 $ (862 ) $ 13,532 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 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 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 the three months ended March 31, 2017 as if the Nesscap Acquisition had occurred at the beginning of fiscal year 2016 (in thousands, except per share amounts): Three Months Ended March 31, 2017 Net revenues $ 31,852 Net loss (11,779 ) Net loss per share: Basic and diluted (0.32 ) Weighted average common shares outstanding: Basic and diluted 36,344 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The change in the carrying amount of goodwill from December 31, 2017 to March 31, 2018 was as follows (in thousands): Balance as of December 31, 2017 $ 36,061 Foreign currency translation adjustments 575 Balance as of March 31, 2018 $ 36,636 |
Schedule of intangible assets | The composition of intangible assets subject to amortization was as follows (in thousands): As of March 31, 2018 Useful Life (in years) Gross Initial Carrying Value Cumulative Foreign Currency Translation Adjustment Accumulated Amortization Net Carrying Value Customer relationships - institutional 14 $ 3,200 $ 214 $ (215 ) $ 3,199 Customer relationships - non-institutional 10 4,400 285 (417 ) 4,268 Trademarks and trade names 10 1,500 97 (142 ) 1,455 Developed technology 8 2,700 170 (323 ) 2,547 Total intangible assets $ 11,800 $ 766 $ (1,097 ) $ 11,469 As of December 31, 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 $ 197 $ (156 ) $ 3,241 Customer relationships - non-institutional 10 4,400 266 (304 ) 4,362 Trademarks and trade names 10 1,500 90 (103 ) 1,487 Developed technology 8 2,700 160 (235 ) 2,625 Total intangible assets $ 11,800 $ 713 $ (798 ) $ 11,715 |
Restructuring and Exit Costs (T
Restructuring and Exit Costs (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 three months ended March 31, 2018 (in thousands): February 2017 Plan September 2017 Plan Employee Severance Costs Restructuring liability as of December 31, 2016 $ — $ — Costs incurred 997 1,275 Amounts paid (855 ) (431 ) Accruals released (142 ) (27 ) Restructuring liability as of December 31, 2017 — 817 Costs incurred — 45 Amounts paid — (423 ) Accruals released — (102 ) Restructuring liability as of March 31, 2018 $ — $ 337 |
Debt and Credit Facilities Debt
Debt and Credit Facilities Debt and Credit Facilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Instrument [Line Items] | |
Schedule of carrying value of the Notes | The carrying value of the Notes is as follows (in thousands): March 31, December 31, Principal amount $ 46,000 $ 46,000 Unamortized debt discount - equity component (7,817 ) (8,144 ) Unamortized debt discount - initial purchaser (2,334 ) (2,431 ) Unamortized transaction costs (368 ) (383 ) Net carrying value $ 35,481 $ 35,042 |
Schedule of convertible debt interest expense | Total interest expense related to the Notes is as follows (in thousands): Three Months Ended March 31, 2018 Cash interest expense Coupon interest expense $ 633 Non-cash interest expense Amortization of debt discount - equity component 327 Amortization of debt discount - initial purchaser 97 Amortization of transaction costs 15 Total interest expense $ 1,072 |
Stock Plans (Tables)
Stock Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of restricted stock unit grants by type | For the three months ended March 31, 2018 and 2017 , RSU grants were composed of the following: Three Months Ended March 31, 2018 2017 Shares granted Average grant date fair value Shares granted Average grant date fair value Service-based 921 $ 5.77 667 $ 5.44 Performance objectives 78 5.85 — — Market-condition 335 7.55 303 7.20 Total RSUs granted 1,334 6.22 970 5.99 |
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 March 31, 2018 2017 Cost of revenue $ 346 $ 193 Selling, general and administrative 1,834 1,069 Research and development 444 276 Total stock-based compensation expense $ 2,624 $ 1,538 |
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 Months Ended March 31, 2018 2017 Expected dividend yield — % — % Expected volatility 46% - 47% 53 % Risk-free interest rate 2.36% - 2.39% 1.55 % Expected term (in years) 2.8 - 2.9 2.8 |
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 months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, RSU Type 2018 2017 Service-based $ 1,084 $ 667 Performance objectives 120 6 Market-condition 298 192 $ 1,502 $ 865 |
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 was estimated using the Black-Scholes valuation model for a call and a put option with the following weighted-average assumptions: Three Months Ended March 31, 2018 2017 Expected dividend yield — % — % Expected volatility 43 % 29 % Risk-free interest rate 1.39 % 0.62 % Expected term (in years) 0.50 0.50 Fair value per share $ 1.29 $ 1.19 |
Defined Benefit Plans (Tables)
Defined Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Defined Benefit Plan [Abstract] | |
Schedule of Maxwell SA net pension cost | Components of net pension cost are as follows (in thousands): Three Months Ended March 31, 2018 2017 Service cost $ 321 $ 241 Cost recognized as a component of compensation cost 321 241 Interest cost 60 56 Expected return on plan assets (334 ) (247 ) Prior service cost amortization 24 36 Net cost recognized in other components of defined benefit plans, net (250 ) (155 ) Net pension cost $ 71 $ 86 |
Schedule of Korea defined benefit plan net cost | Components of net cost related to the Korea employee defined benefit plan are as follows (in thousands): Three Months Ended March 31, 2018 Service cost $ 151 Cost recognized as a component of compensation cost 151 Interest cost 29 Cost recognized in other components of defined benefit plans, net 29 Net cost $ 180 |
Description of Business and B31
Description of Business and Basis of Presentation (Details Textual) | 1 Months Ended | 3 Months Ended | ||||||
Oct. 11, 2017USD ($) | Mar. 31, 2018USD ($)manufacturing_locationcontract_manufacturer | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jan. 01, 2018USD ($) | Sep. 25, 2017USD ($) | Dec. 31, 2016USD ($) | |
Description of Business and Basis of Presentation (Textual) [Abstract] | ||||||||
Manufacturing locations | manufacturing_location | 3 | |||||||
Deferred tax liability recorded associated with unremitted earnings of foreign subsidiary no longer considered indefinitely reinvested | $ 4,900,000 | |||||||
Warranty period, minimum, in years | 1 year | |||||||
Warranty period, maximum, in years | 8 years | |||||||
Accrued warranty liability | $ 1,237,000 | $ 1,413,000 | $ 1,298,000 | $ 1,213,000 | ||||
Deferred revenue and customer deposits | 6,299,000 | 6,669,000 | $ 6,151,000 | |||||
Cash and cash equivalents | 40,103,000 | 50,122,000 | ||||||
Working capital amount | 62,500,000 | |||||||
Cost of revenue | 22,735,000 | 20,578,000 | ||||||
Selling, general and administrative | 9,572,000 | 9,592,000 | ||||||
Research and development | 5,532,000 | 4,706,000 | ||||||
Line of Credit [Member] | ||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | ||||||||
Revolving line of credit | 25,000,000 | |||||||
Borrowings outstanding | $ 5,000,000 | |||||||
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 | |||||||
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 | $ 43,000,000 | 5,700,000 | $ 37,300,000 | |||||
Principal amount | $ 6,000,000 | $ 46,000,000 | $ 46,000,000 | $ 40,000,000 | ||||
Scenario, Adjustment | Accounting Standards Update 2017-07 | ||||||||
Description of Business and Basis of Presentation (Textual) [Abstract] | ||||||||
Cost of revenue | 83,000 | |||||||
Selling, general and administrative | 52,000 | |||||||
Research and development | $ 20,000 |
Description of Business and B32
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 | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator | ||
Net loss | $ (9,205) | $ (10,399) |
Denominator | ||
Basic and diluted (in shares) | 37,522 | 32,197 |
Net loss per share | ||
Basic and diluted (in dollars per share) | $ (0.25) | $ (0.32) |
Description of Business and B33
Description of Business and Basis of Presentation (Anti-dilutive Shares) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 10,998 | 2,925 |
Outstanding options to purchase common stock | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 328 | 352 |
Unvested restricted stock awards | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 14 | 58 |
Unvested restricted stock unit awards | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 3,261 | 2,356 |
Employee stock purchase plan awards | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 41 | 57 |
Bonus and director fees to be paid in stock awards | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 109 | 102 |
Convertible senior notes | ||
Schedule of anti-dilutive shares excluded from computation of net loss per share | ||
Anti-dilutive, shares | 7,245 | 0 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 28,416 |
Energy Storage (formerly Ultracapacitors) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 23,002 |
High-Voltage Capacitors | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 5,414 |
Americas [Member] | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 5,818 |
Asia Pacific [Member] | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 9,827 |
Europe [Member] | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 12,771 |
Revenue Recognition - (Textual
Revenue Recognition - (Textual 1) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warranty period, minimum, in years | 1 year | ||
Trade and other accounts receivable, net of allowance | $ 32,391 | $ 31,870 | $ 31,643 |
Inventories | 37,485 | 31,798 | 32,228 |
Accounts payable and accrued liabilities | 32,966 | 32,795 | 32,758 |
Deferred revenue and customer deposits | 6,299 | 6,151 | 6,669 |
Accumulated deficit | $ (256,160) | (246,955) | $ (247,233) |
Standard Product Warranty, Term, Maximum | 8 years | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Trade and other accounts receivable, net of allowance | 227 | ||
Inventories | (430) | ||
Accounts payable and accrued liabilities | 37 | ||
Deferred revenue and customer deposits | (518) | ||
Accumulated deficit | $ 278 | ||
Sales to Distributors | Revenue | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Percentage of revenue (less than five percent) | 8.00% | ||
Non-product Sale Arrangements | Maximum | Revenue | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Percentage of revenue (less than five percent) | 5.00% |
Revenue Recognition - Change in
Revenue Recognition - Change in Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Change in Contract with Customer, Liability [Roll Forward] | |
Beginning balance as of December 31, 2017 | $ 5,331 |
Impact of adoption of ASC 606 | (518) |
Increases due to cash received from customers | 1,600 |
Decreases due to recognition of revenue | (1,624) |
Other changes | (99) |
Contract liabilities as of March 31, 2018 | $ 4,690 |
Revenue Recognition - (Textua37
Revenue Recognition - (Textual 2) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Non-product Sale Arrangements | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 9.5 |
Specialized Services Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | 3.4 |
Licensing and Services Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | 0.9 |
Licensing and Services Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | 5.2 |
Licensing and Services Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 6.1 |
Balance Sheet Details (Schedule
Balance Sheet Details (Schedule of Inventories, Net) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Schedule of inventories | |||
Raw materials and purchased parts | $ 14,316 | $ 12,675 | |
Work-in-process | 2,696 | 1,756 | |
Finished goods | 20,473 | 17,797 | |
Total inventories | $ 37,485 | $ 31,798 | $ 32,228 |
Balance Sheet Details (Schedu39
Balance Sheet Details (Schedule of Activity in the Warranty Reserve) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Movement in Warranty Reserve [Roll Forward] | ||
Beginning balance | $ 1,413 | $ 1,213 |
Product warranties issued | 124 | 137 |
Settlement of warranties | (241) | (104) |
Changes related to preexisting warranties | (59) | 52 |
Ending balance | $ 1,237 | $ 1,298 |
Balance Sheet Details (Schedu40
Balance Sheet Details (Schedule of Accumulated Other Comprehensive Income) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Accumulated Other Comprehensive Income [Roll Forward] | |
Balance as of December 31, 2017 | $ 106,101 |
Balance as of March 31, 2018 | 103,066 |
Accumulated Other Comprehensive Income | |
Accumulated Other Comprehensive Income [Roll Forward] | |
Balance as of December 31, 2017 | 12,076 |
Other comprehensive income before reclassification | 1,437 |
Amounts reclassified from accumulated other comprehensive income | 19 |
Net other comprehensive income for the three months ended March 31, 2018 | 1,456 |
Balance as of March 31, 2018 | 13,532 |
Foreign Currency Translation Adjustment | |
Accumulated Other Comprehensive Income [Roll Forward] | |
Balance as of December 31, 2017 | 12,957 |
Other comprehensive income before reclassification | 1,437 |
Amounts reclassified from accumulated other comprehensive income | 0 |
Net other comprehensive income for the three months ended March 31, 2018 | 1,437 |
Balance as of March 31, 2018 | 14,394 |
Defined Benefit Pension Plan | |
Accumulated Other Comprehensive Income [Roll Forward] | |
Balance as of December 31, 2017 | (881) |
Other comprehensive income before reclassification | 0 |
Amounts reclassified from accumulated other comprehensive income | 19 |
Net other comprehensive income for the three months ended March 31, 2018 | 19 |
Balance as of March 31, 2018 | $ (862) |
Business Combination (Details T
Business Combination (Details Textual) - USD ($) $ in Thousands, shares in Millions | Apr. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Mar. 31, 2018 | Jan. 01, 2018 |
Business Acquisition [Line Items] | |||||
Amount of payment | $ 1,000 | ||||
Inventory, Net | $ 32,228 | $ 37,485 | $ 31,798 | ||
Nesscap | |||||
Business Acquisition [Line Items] | |||||
Value of share consideration | 25,294 | ||||
Amount of payment | 1,006 | ||||
Fair value of intangible assets acquired | 11,800 | ||||
Nesscap | Fair Value Adjustment to Inventory | |||||
Business Acquisition [Line Items] | |||||
Fair market value step-up | $ 686 | ||||
Component of cost of revenue | $ 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% | ||||
Selling, general and administrative | Nesscap | |||||
Business Acquisition [Line Items] | |||||
Acquisition related costs | $ (300) | ||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
Business Acquisition [Line Items] | |||||
Inventory, Net | (430) | ||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | Nesscap | Fair Value Adjustment to Inventory | |||||
Business Acquisition [Line Items] | |||||
Inventory, Net | $ 40 |
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 (Schedul43
Business Combination (Schedule of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Apr. 28, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 36,636 | $ 36,061 | |
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 (Schedul44
Business Combination (Schedule of Intangible Assets Acquired) (Details) - USD ($) $ in Thousands | Apr. 28, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 11,800 | $ 11,800 | |
Customer relationships - institutional | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 14 years | 14 years | |
Fair Value | $ 3,200 | $ 3,200 | |
Customer relationships - non-institutional | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 10 years | 10 years | |
Fair Value | $ 4,400 | $ 4,400 | |
Trademarks and trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 10 years | 10 years | |
Fair Value | $ 1,500 | $ 1,500 | |
Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 8 years | 8 years | |
Fair Value | $ 2,700 | $ 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 (Schedul45
Business Combination (Schedule of Pro Forma Information) (Details) - Nesscap $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Net revenues | $ 31,852 |
Net loss | $ (11,779) |
Business Acquisition, Pro Forma Information [Abstract] | |
Basic (in dollars per share) | $ / shares | $ (0.32) |
Business Acquisition, Pro Forma Information, Weighted Average Common Shares Outstanding [Abstract] | |
Basic and diluted (in shares) | shares | 36,344 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 316 | $ 0 |
Estimated amortization expense for the remainder of 2018 | 900 | |
Estimated amortization expense for 2019 | 1,200 | |
Estimated amortization expense for 2020 | 1,200 | |
Estimated amortization expense for 2021 | 1,200 | |
Estimated amortization expense for 2022 | 1,200 | |
Cost of revenue | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 93 | |
Selling, general and administrative | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 200 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Schedule of Goodwill [Roll Forward] | |
Balance as of December 31, 2017 | $ 36,061 |
Foreign currency translation adjustments | 575 |
Balance as of March 31, 2018 | $ 36,636 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Apr. 28, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Initial Carrying Value | $ 11,800 | $ 11,800 | |
Cumulative Foreign Currency Translation Adjustment | 766 | 713 | |
Accumulated Amortization | (1,097) | (798) | |
Net Carrying Value | $ 11,469 | $ 11,715 | |
Customer relationships - institutional | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 14 years | 14 years | |
Gross Initial Carrying Value | $ 3,200 | $ 3,200 | |
Cumulative Foreign Currency Translation Adjustment | 214 | 197 | |
Accumulated Amortization | (215) | (156) | |
Net Carrying Value | $ 3,199 | $ 3,241 | |
Customer relationships - non-institutional | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 10 years | 10 years | |
Gross Initial Carrying Value | $ 4,400 | $ 4,400 | |
Cumulative Foreign Currency Translation Adjustment | 285 | 266 | |
Accumulated Amortization | (417) | (304) | |
Net Carrying Value | $ 4,268 | $ 4,362 | |
Trademarks and trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 10 years | 10 years | |
Gross Initial Carrying Value | $ 1,500 | $ 1,500 | |
Cumulative Foreign Currency Translation Adjustment | 97 | 90 | |
Accumulated Amortization | (142) | (103) | |
Net Carrying Value | $ 1,455 | $ 1,487 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 8 years | 8 years | |
Gross Initial Carrying Value | $ 2,700 | $ 2,700 | |
Cumulative Foreign Currency Translation Adjustment | 170 | 160 | |
Accumulated Amortization | (323) | (235) | |
Net Carrying Value | $ 2,547 | $ 2,625 | |
Nesscap | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Initial Carrying Value | $ 11,800 | ||
Nesscap | Customer relationships - institutional | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 14 years | ||
Gross Initial Carrying Value | $ 3,200 | ||
Nesscap | Customer relationships - non-institutional | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 10 years | ||
Gross Initial Carrying Value | $ 4,400 | ||
Nesscap | Trademarks and trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 10 years | ||
Gross Initial Carrying Value | $ 1,500 | ||
Nesscap | Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 8 years | ||
Gross Initial Carrying Value | $ 2,700 |
Restructuring and Exit Costs (D
Restructuring and Exit Costs (Details Textual) ft² in Thousands, $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2015ft² | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and exit costs | $ (57) | $ 997 | |||||
Lease Obligation Costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and exit costs | $ 200 | ||||||
Amount of liability | 600 | $ 600 | $ 700 | ||||
September 2017 Restructuring Plan | Restructuring and exit costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and exit costs | (57) | 1,200 | |||||
September 2017 Restructuring Plan | Employee Severance Costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and exit costs | 45 | 1,275 | |||||
Restructuring Reserve, Accrual Adjustment | 102 | 27 | |||||
Cash payments with restructuring plan | 423 | 431 | |||||
Amount of liability | 337 | 337 | 817 | $ 0 | |||
February 2017 Restructuring Plan | Restructuring and exit costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and exit costs | 1,000 | 900 | |||||
February 2017 Restructuring Plan | Employee Severance Costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and exit costs | 0 | 997 | |||||
Restructuring Reserve, Accrual Adjustment | 0 | 142 | |||||
Cash payments with restructuring plan | 0 | $ 300 | 855 | ||||
Amount of liability | $ 0 | $ 0 | $ 0 | $ 0 | |||
2015 Consolidation of US Manufacturing Operations | Lease Obligation Costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Square feet of manufacturing facility | ft² | 60 |
Restructuring and Exit Costs (S
Restructuring and Exit Costs (Schedule of Restructuring and Exit Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||
Costs incurred | $ (57) | $ 997 | |
February 2017 Restructuring Plan | Employee Severance Costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring liability as of December 31, 2017 | 0 | 0 | $ 0 |
Costs incurred | 0 | 997 | |
Amounts paid | 0 | (300) | (855) |
Accruals released | 0 | (142) | |
Restructuring liability as of March 31, 2018 | 0 | 0 | |
September 2017 Restructuring Plan | Employee Severance Costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring liability as of December 31, 2017 | 817 | $ 0 | 0 |
Costs incurred | 45 | 1,275 | |
Amounts paid | (423) | (431) | |
Accruals released | (102) | (27) | |
Restructuring liability as of March 31, 2018 | $ 337 | $ 817 |
Debt and Credit Facilities (Det
Debt and Credit Facilities (Details Textual) | May 08, 2018USD ($) | Oct. 11, 2017USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 15, 2022D | Sep. 25, 2017USD ($)$ / shares |
Convertible Senior Notes due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Convertible Senior Notes due 2022, aggregate pricncipal | $ 6,000,000 | $ 46,000,000 | $ 46,000,000 | $ 40,000,000 | |||
Interest rate | 5.50% | 5.50% | |||||
Proceeds received | $ 43,000,000 | 5,700,000 | $ 37,300,000 | ||||
Conversion rate | 157.5101 | ||||||
Conversion price | $ / shares | $ 6.35 | ||||||
Conversion premium, percent | 29.00% | 27.00% | |||||
Share Price | $ / shares | $ 4.94 | $ 5 | |||||
Initial purchaser's discount | $ 2,500,000 | ||||||
Initial purchaser's discount, percent | 5.50% | ||||||
Discount rate | 12.00% | ||||||
Amount over estimated fair value of the liability component | $ 8,500,000 | ||||||
Transaction costs | 500,000 | ||||||
Transaction costs allocated to equity | $ 100,000 | ||||||
Effective interest rate | 12.20% | ||||||
Vehicle Financing Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings outstanding under vehicle financing agreements | $ 109,000 | 115,000 | |||||
Vehicle Financing Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0.90% | ||||||
Vehicle Financing Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 1.90% | ||||||
Repayment period | 3 years | ||||||
Revolving Credit Facility | East West Bank | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 4.75% | ||||||
Amount available under revolving line of credit | $ 8,900,000 | ||||||
Annual commitment fee amount | 125,000 | ||||||
Line of Credit, Current | $ 5,000,000 | $ 0 | |||||
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% | ||||||
Scenario, Forecast | Convertible Senior Notes due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Convertible price threshold percentage | 130.00% | ||||||
Convertible threshold trading days | D | 20 | ||||||
Subsequent Event | Revolving Credit Facility | Revolving Line of Credit, Option a | East West Bank | |||||||
Debt Instrument [Line Items] | |||||||
Revolving line of credit | $ 25,000,000 | ||||||
Repayment period | 3 years | ||||||
Subsequent Event | Revolving Credit Facility | Revolving Line of Credit, Option b | East West Bank | |||||||
Debt Instrument [Line Items] | |||||||
Revolving line of credit | $ 5,000,000 | ||||||
Swiss Subsidiary | Revolving Credit Facility | East West Bank | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of equity interests pledged | 100.00% | ||||||
Korean Subsidiary | Revolving Credit Facility | East West Bank | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of equity interests pledged | 65.00% |
Debt and Credit Facilities De52
Debt and Credit Facilities Debt and Credit Facilities (Schedule of Carrying Value of the Notes) (Details) - Convertible Senior Notes due 2022 - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Oct. 11, 2017 | Sep. 25, 2017 |
Debt Instrument [Line Items] | ||||
Principal amount | $ 46,000 | $ 46,000 | $ 6,000 | $ 40,000 |
Unamortized debt discount - equity component | (7,817) | (8,144) | ||
Unamortized debt discount - initial purchaser | (2,334) | (2,431) | ||
Unamortized transaction costs | (368) | (383) | ||
Unamortized transaction costs | $ 35,481 | $ 35,042 |
Debt and Credit Facilities De53
Debt and Credit Facilities Debt and Credit Facilities (Schedule of Convertible Debt Interest Expense) (Details) - Convertible Senior Notes due 2022 $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |
Coupon interest expense | $ 633 |
Amortization of debt discount - equity component | 327 |
Amortization of debt discount - initial purchaser | 97 |
Amortization of transaction costs | 15 |
Total interest expense | $ 1,072 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Details Textual) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Plan assets fair value | $ 43.4 | |
Convertible Senior Notes due 2022 | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt fair value | $ 52.8 | $ 52.6 |
Stock Plans (Details Textual)
Stock Plans (Details Textual) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)share_based_compensation_planshares | Mar. 31, 2017USD ($)shares | |
Stock Plans (Textual) [Abstract] | ||
Stock-based compensation plans (in shares) | share_based_compensation_plan | 2 | |
Stock options granted during the period (in shares) | shares | 0 | 0 |
Stock-based compensation expense | $ 2,624 | $ 1,538 |
Bonuses settled in stock | ||
Stock Plans (Textual) [Abstract] | ||
Stock compensation expense | 900 | 500 |
Bonuses settled in stock | Director | ||
Stock Plans (Textual) [Abstract] | ||
Settled bonuses, previously earned under plan | $ 203 | |
Number shares of fully vested common stock and restricted stock units | shares | 34,376 | |
Stock compensation expense | $ 109 | |
Bonuses settled in stock | Annual Incentive Bonuses, 2017 Performance Period [Member] | ||
Stock Plans (Textual) [Abstract] | ||
Settled bonuses, previously earned under plan | 3,000 | |
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 | 72 | 51 |
Restricted stock awards | ||
Stock Plans (Textual) [Abstract] | ||
Stock-based compensation expense | $ 60 | 97 |
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 | $ 1,502 | $ 865 |
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 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 | $ 1,084 | $ 667 |
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 | $ 29 | $ 34 |
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, 2017 Performance Period [Member] | ||
Stock Plans (Textual) [Abstract] | ||
Number shares of fully vested common stock and restricted stock units | shares | 506,017 | |
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 (Market-condition A
Stock Plans (Market-condition Awards Fair Value Assumptions) (Details) - Market condition restricted stock units | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Schedule of fair value assumptions | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 53.00% | |
Risk-free interest rate | 1.55% | |
Expected term (in years) | 2 years 10 months | |
Minimum | ||
Schedule of fair value assumptions | ||
Expected volatility | 46.00% | |
Risk-free interest rate | 2.36% | |
Expected term (in years) | 2 years 10 months | |
Maximum | ||
Schedule of fair value assumptions | ||
Expected volatility | 47.00% | |
Risk-free interest rate | 2.39% | |
Expected term (in years) | 2 years 11 months |
Stock Plans Stock Plans (Schedu
Stock Plans Stock Plans (Schedule of Restricted Stock Units Grants by Type) (Details) - Restricted stock unit awards - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | $ 6.22 | $ 5.99 |
Restricted stock units, granted (in shares) | 1,334 | 970 |
Service-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | $ 5.77 | $ 5.44 |
Restricted stock units, granted (in shares) | 921 | 667 |
Performance objectives | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | $ 5.85 | $ 0 |
Restricted stock units, granted (in shares) | 78 | 0 |
Market condition restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | $ 7.55 | $ 7.20 |
Restricted stock units, granted (in shares) | 335 | 303 |
Stock Plans Stock Plans (Sche58
Stock Plans Stock Plans (Schedule of RSU Expense by Vesting Type) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,624 | $ 1,538 |
Restricted stock unit awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,502 | 865 |
Restricted stock unit awards | Service-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,084 | 667 |
Restricted stock unit awards | Performance objectives | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 120 | 6 |
Restricted stock unit awards | Market-condition | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 298 | $ 192 |
Stock Plans (Employee Stock Pur
Stock Plans (Employee Stock Purchase Plan Fair Value Assumptions) (Details) - Employee stock purchase plan - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Schedule of fair value assumptions | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 43.00% | 29.00% |
Risk-free interest rate | 1.39% | 0.62% |
Expected term (in years) | 6 months | 6 months |
Fair value per share | $ 1.29 | $ 1.19 |
Stock Plans (Allocation of Stoc
Stock Plans (Allocation of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,624 | $ 1,538 |
Cost of revenue | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 346 | 193 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,834 | 1,069 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 444 | $ 276 |
Shelf Registration Statement (D
Shelf Registration Statement (Details Textual) $ in Millions | Nov. 16, 2017USD ($) |
Stock Offering [Abstract] | |
Aggregate amount of common stock | $ 125 |
Income Taxes Income Taxes (Deta
Income Taxes Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision (benefit) | $ (1,022) | $ 1,208 |
Cumulative valuation allowance | 61,400 | |
Decrease in net deferred tax liabilities | 374 | $ 209 |
Deferred tax liability recorded associated with unremitted earnings of foreign subsidiary no longer considered indefinitely reinvested | 4,900 | |
Undistributed earnings of Swiss subsidiary | 97,600 | |
Repatriation of Swiss accumulated earnings | $ 10,000 | |
Withholding tax percentage | 5.00% |
Defined Benefit Plans (Details
Defined Benefit Plans (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Swiss Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | $ 0.2 | $ 0.2 |
Additional employer contributions expected to be paid during the remainder of fiscal year | 0.4 | |
Korea Defined Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | 0 | |
Additional employer contributions expected to be paid during the remainder of fiscal year | $ 0 | |
Minimum years of service | 1 year |
Defined Benefit Plans (Schedule
Defined Benefit Plans (Schedule of Maxwell SA Net Pension Cost )(Details) - Swiss Pension Plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Schedule of net periodic pension cost | ||
Service cost | $ 321 | $ 241 |
Interest cost | 60 | 56 |
Expected return on plan assets | (334) | (247) |
Prior service cost amortization | 24 | 36 |
Net pension cost | 71 | 86 |
Cost recognized as a component of compensation cost | ||
Schedule of net periodic pension cost | ||
Net pension cost | 321 | 241 |
Net cost recognized in other components of defined benefit plans, net | ||
Schedule of net periodic pension cost | ||
Net pension cost | $ (250) | $ (155) |
Defined Benefit Plans (Schedu65
Defined Benefit Plans (Schedule of Korea Defined Benefit Plan Net Cost) (Details) - Korea Defined Benefit Plan $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Service cost | $ 151 |
Interest cost | 29 |
Net pension cost | 180 |
Cost recognized as a component of compensation cost | |
Defined Benefit Plan Disclosure [Line Items] | |
Net pension cost | 151 |
Net cost recognized in other components of defined benefit plans, net | |
Defined Benefit Plan Disclosure [Line Items] | |
Net pension cost | $ 29 |
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 |