MAXWELL TECHNOLOGIES INC, 10-Q filed on 8/3/2016
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2016
Jul. 29, 2016
Document and Entity Information [Abstract]
 
 
Entity Registrant Name
MAXWELL TECHNOLOGIES INC 
 
Entity Central Index Key
0000319815 
 
Document Type
10-Q 
 
Document Period End Date
Jun. 30, 2016 
 
Amendment Flag
false 
 
Document Fiscal Year Focus
2016 
 
Document Fiscal Period Focus
Q2 
 
Trading Symbol
mxwl 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
32,081,789 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 35,675 
$ 24,382 
Restricted cash
100 
400 
Trade and other accounts receivable, net of allowance for doubtful accounts of $319 and $252, at June 30, 2016 and December 31, 2015, respectively
25,874 
43,172 
Inventories, net
32,955 
39,055 
Prepaid expenses and other current assets
4,702 
2,593 
Total current assets
99,306 
109,602 
Property and equipment, net
30,428 
32,324 
Goodwill
23,649 
23,635 
Pension asset
6,122 
5,849 
Other non-current assets
627 
603 
Total assets
160,132 
172,013 
Current liabilities:
 
 
Accounts payable and accrued liabilities
23,438 
33,985 
Accrued employee compensation
6,722 
6,672 
Deferred revenue and customer deposits
3,316 
3,066 
Short-term borrowings and current portion of long-term debt
33 
42 
Total current liabilities
33,509 
43,765 
Deferred tax liability, long-term
6,143 
6,076 
Long-term debt, excluding current portion
36 
49 
Other long-term liabilities
2,596 
2,947 
Total liabilities
42,284 
52,837 
Commitments and contingencies (Note 11)
   
   
Stockholders’ equity:
 
 
Common stock, $0.10 par value per share, 80,000 and 40,000 shares authorized at June 30, 2016 and December 31, 2015, respectively; 32,082 and 31,782 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively
3,205 
3,176 
Additional paid-in capital
293,800 
291,505 
Accumulated deficit
(185,080)
(180,399)
Accumulated other comprehensive income
5,923 
4,894 
Total stockholders’ equity
117,848 
119,176 
Total liabilities and stockholders’ equity
$ 160,132 
$ 172,013 
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Statement of Financial Position [Abstract]
 
 
Trade and other accounts receivable, allowance
$ 319 
$ 252 
Common stock, par value
$ 0.10 
$ 0.10 
Common stock, shares authorized
80,000,000 
40,000,000 
Common stock, shares issued
32,082,000 
31,782,000 
Common stock, shares outstanding
32,082,000 
31,782,000 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Income Statement [Abstract]
 
 
 
 
Revenue
$ 34,135 
$ 37,796 
$ 69,338 
$ 72,466 
Cost of revenue
24,154 
25,643 
49,704 
50,010 
Gross profit
9,981 
12,153 
19,634 
22,456 
Operating expenses:
 
 
 
 
Selling, general and administrative
8,223 
10,142 
18,321 
21,099 
Research and development
5,461 
5,930 
11,068 
13,848 
Restructuring and exit costs
109 
2,340 
297 
2,340 
Total operating expenses
13,793 
18,412 
29,686 
37,287 
Loss from operations
(3,812)
(6,259)
(10,052)
(14,831)
Gain on sale of product line
(6,657)
(6,657)
Interest expense, net
61 
77 
131 
171 
Other income
(47)
(131)
Foreign currency exchange loss, net
64 
85 
203 
413 
Income (loss) before income taxes
2,767 
(6,421)
(3,598)
(15,415)
Income tax provision
600 
2,955 
1,083 
3,302 
Net income (loss)
$ 2,167 
$ (9,376)
$ (4,681)
$ (18,717)
Net income (loss) per share
 
 
 
 
Basic and diluted (in dollars per share)
$ 0.07 
$ (0.31)
$ (0.15)
$ (0.63)
Weighted average common shares outstanding:
 
 
 
 
Basic (in shares)
31,842 
30,323 
31,746 
29,886 
Diluted (in shares)
32,027 
30,323 
31,746 
29,886 
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net income (loss)
$ 2,167 
$ (9,376)
$ (4,681)
$ (18,717)
Other comprehensive income, net of tax:
 
 
 
 
Foreign currency translation adjustment
(1,070)
2,913 
872 
5,526 
Defined benefit pension plan, net of tax:
 
 
 
 
Amortization of deferred loss, net of tax provision of $13 and $2 for the three months ended June 30, 2016 and 2015, respectively; net of tax provision of $25 and $4 for the six months ended June 30, 2016 and 2015, respectively
49 
97 
18 
Amortization of prior service cost, net of tax provision of $8 and $7 for the three months ended June 30, 2016 and 2015, respectively; net of tax provision of $15 and $14 for the six months ended June 30, 2016 and 2015, respectively
30 
29 
60 
57 
Other comprehensive income (loss), net of tax
(991)
2,951 
1,029 
5,601 
Comprehensive income (loss)
$ 1,176 
$ (6,425)
$ (3,652)
$ (13,116)
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
 
 
 
 
Tax provision for amortization of deferred loss
$ 13 
$ 2 
$ 25 
$ 4 
Tax provision for amortization of prior service cost
$ 8 
$ 7 
$ 15 
$ 14 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
OPERATING ACTIVITIES:
 
 
Net loss
$ (4,681)
$ (18,717)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
Depreciation
4,966 
5,826 
Amortization of intangible assets
102 
Loss on lease due to restructuring
87 
1,208 
Pension cost (benefit)
318 
(40)
Stock-based compensation expense
2,662 
1,850 
Gain on sale of property and equipment
(131)
Gain on sale of product line
(6,657)
Unrealized loss on foreign currency exchange rates
39 
2,182 
Release of tax liability
(1,518)
Provision for losses on accounts receivable
67 
16 
Provision for losses on inventory
139 
189 
Provision for warranties
307 
592 
Changes in operating assets and liabilities:
 
 
Trade and other accounts receivable
14,831 
12,321 
Inventories, net
(5,186)
3,771 
Prepaid expenses and other assets
(628)
(383)
Pension asset
(297)
(357)
Accounts payable and accrued liabilities
(10,719)
(8,734)
Deferred revenue and customer deposits
249 
167 
Accrued employee compensation
(495)
(760)
Deferred tax liability
(10)
2,085 
Other long-term liabilities
(331)
(194)
Net cash provided by (used in) operating activities
(6,988)
1,124 
INVESTING ACTIVITIES:
 
 
Purchases of property and equipment
(3,629)
(2,217)
Proceeds from sale of property and equipment
133 
Proceeds from sale of product line
20,486 
Net cash provided by (used in) investing activities
16,990 
(2,217)
FINANCING ACTIVITIES:
 
 
Principal payments on long-term debt and short-term borrowings
(21)
(12,900)
Proceeds from long-term debt and short-term borrowings
2,946 
Proceeds from sale of common stock, net of offering costs
9,594 
Proceeds from issuance of common stock under equity compensation plans
613 
482 
Restricted cash - release of compensating balance
300 
Net cash provided by financing activities
892 
122 
Effect of exchange rate changes on cash and cash equivalents
399 
1,270 
Decrease in cash and cash equivalents
11,293 
299 
Cash and cash equivalents, beginning of period
24,382 
24,732 
Cash and cash equivalents, end of period
$ 35,675 
$ 25,031 
Description of Business and Basis of Presentation
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 two manufacturing facilities located in Rossens, Switzerland and Peoria, Arizona. In April 2016, the Company exited its manufacturing facility in San Diego, California. In addition, the Company has two contract manufacturers located in China. Maxwell operates as one operating segment, which was comprised of two product lines:
Ultracapacitors: The Company’s primary focus, ultracapacitors, are energy storage devices that possess a unique combination of high power density, extremely long operational life and the ability to charge and discharge very rapidly. The Company’s ultracapacitor cells, multi-cell packs and modules provide highly reliable energy storage and power delivery solutions for applications in multiple industries, including automotive, bus, rail and truck in transportation and grid energy storage, and wind in renewable energy.
High-Voltage Capacitors: The Company’s CONDIS® high-voltage capacitors are designed and manufactured to perform reliably for decades in all climates. These products include grading and coupling capacitors and capacitive voltage dividers that are used to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy.
In April 2016, the Company sold the assets and certain liabilities of a third product line, radiation-hardened microelectronics. The Company’s radiation-hardened microelectronic products for satellites and spacecraft included single board computers and components, such as high-density memory and power modules.
The Company’s products are designed and manufactured to perform reliably for the life of the products and systems into which they are integrated. The Company achieves high reliability through the application of proprietary technologies and rigorously controlled design, development, manufacturing and test processes.
Financial Statement 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 present fairly 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
"Amortization of prepaid debt costs" for the three and six months ended June 30, 2015 in the condensed consolidated statements of operations and condensed consolidated statements of cash flows has been reclassified to "interest expense, net" and "changes in operating assets and liabilities," respectively, to conform to the current period presentation. "Loss on lease due to restructuring" for the six months ended June 30, 2015 in the condensed consolidated statements of cash flows has been reclassified from "changes in operating assets and liabilities" to conform to the current period presentation. These reclassifications do not impact reported net loss and do not otherwise have a material impact on the presentation of the overall financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and related disclosures. These estimates include, but are not limited to, assessing the collectability of accounts receivable, applied and unapplied production costs, production capacities, the usage and recoverability of inventories and long-lived assets, deferred income taxes, the incurrence of warranty obligations, impairment of goodwill, estimation of the cost to complete certain projects and the related revenue, estimation of pension assets and liabilities, accruals for estimated losses from legal matters, and estimation of the value of stock-based compensation awards, including the probability that the performance criteria of restricted stock awards and restricted stock unit awards will be met.
Restricted Cash
Restricted cash as of June 30, 2016 and December 31, 2015 consists of a $0.1 million and $0.4 million, respectively, cash balance on deposit to secure certain ongoing banking transactions.
Income Taxes
As of June 30, 2016, the Company has a cumulative valuation allowance recorded offsetting its worldwide net deferred tax assets of $68.1 million, of which the significant majority represents the valuation allowance on its U.S. net deferred tax asset. The Company has established a valuation allowance against its U.S. federal and state deferred tax assets due to the uncertainty surrounding the realization of such assets. Management periodically evaluates the recoverability of the deferred tax assets and at such time as it is determined that it is more likely than not that U.S. deferred tax assets are realizable, the valuation allowance will be reduced accordingly. Any such release would result in recording a tax benefit that would increase net income in the period the valuation is released.
The Company records taxes on the undistributed earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered indefinitely reinvested outside of the U.S. As of June 30, 2016, the Company has recorded a $3.7 million deferred tax liability for Swiss withholding taxes associated with $73.5 million of undistributed earnings of its Swiss subsidiary that are no longer considered indefinitely reinvested. In the event that the Company repatriates these funds, these withholding taxes would become payable.
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 June 30, 2016 and December 31, 2015, the accrued warranty liability included in "accounts payable and accrued liabilities" in the condensed consolidated balance sheets was $1.2 million and $1.3 million, respectively.
Revenue Recognition
Revenue is derived primarily from the sale of manufactured products directly to customers. Product revenue is recognized, according to the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) Numbers 101, Revenue Recognition in Financial Statements, and 104, Revenue Recognition, when all of the following criteria are met: (1) persuasive evidence of an arrangement exists (upon contract signing or receipt of an authorized purchase order from a customer); (2) title passes to the customer at either shipment from the Company’s facilities or receipt at the customer facility, depending on shipping terms; (3) customer payment is deemed fixed or determinable and free of contingencies or significant uncertainties; and (4) collectability is reasonably assured. This policy has been consistently applied from period to period.
A portion of our revenue is derived from sales to distributors. Distributor revenue is recognized when all of the criteria for revenue recognition are met, which is generally the time of shipment to the distributor; all returns and credits are estimable and not significant.
Revenue from production-type contracts, which represent less than five percent of total revenue, is recognized using the percentage of completion method. The degree of completion is determined based on costs incurred as a percentage of total costs anticipated, excluding costs that are not representative of progress to completion.
Total deferred revenue and customer deposits in the consolidated balance sheets as of June 30, 2016 and December 31, 2015 was $3.3 million and $3.1 million, respectively, and relates to cash received from customers on sales for which the revenue recognition criteria had not been achieved, customer advances, as well as other less significant customer arrangements requiring the deferral of revenue.
Liquidity
As of June 30, 2016, the Company had approximately $35.7 million in cash and cash equivalents, and working capital of $65.8 million. In July 2015, the Company entered into a loan agreement with East West Bank (“EWB”), whereby EWB made available to the Company a secured credit facility in the form of a revolving line of credit which is available up to a maximum of the lesser of: (a) $25.0 million; or (b) a certain percentage of domestic and foreign trade receivables. As of June 30, 2016, no amounts have been borrowed under this revolving line of credit and the amount available was $12.0 million. Management believes the available cash balance, along with the available borrowings under the revolving line of credit, will be sufficient to fund operations, obligations as they become due, and capital investments for at least the next twelve months.
Net Income (Loss) per Share
In accordance with the Earnings Per Share Topic of the FASB ASC, basic net income (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 June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Numerator
 
 
 
 
 
 
 

Net income (loss)
 
$
2,167

 
$
(9,376
)
 
$
(4,681
)
 
$
(18,717
)
Denominator
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding
 
31,842

 
30,323

 
31,746

 
29,886

Effect of potentially dilutive securities:
 
 
 
 
 
 
 
 
Options to purchase common stock
 

 

 

 

Restricted stock awards
 
9

 

 

 

Restricted stock unit awards
 
168

 

 

 

Employee stock purchase plan
 
8

 

 

 

Weighted-average common shares outstanding, assuming dilution
 
32,027

 
30,323

 
31,746

 
29,886

Net income (loss) per share
 
 
 
 
 
 
 
 
Basic
 
$
0.07

 
$
(0.31
)
 
$
(0.15
)
 
$
(0.63
)
Diluted
 
$
0.07

 
$
(0.31
)
 
$
(0.15
)
 
$
(0.63
)

The following table summarizes instruments that may be convertible into common shares that are not included in the denominator used in the diluted net income (loss) per share calculation because to do so would be anti-dilutive (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Outstanding options to purchase common stock
 
661

 
918

 
636

 
918

Unvested restricted stock awards
 
99

 
286

 
158

 
286

Unvested restricted stock unit awards
 
471

 
862

 
1,742

 
862

Employee stock purchase plan awards
 

 
24

 

 
24


Restructuring and Exit Costs
Restructuring and exit costs involve employee-related termination costs, facility exit costs and other costs associated with restructuring activities. The Company accounts for charges resulting from operational restructuring actions in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC 420”) and ASC Topic 712, Compensation-Nonretirement Postemployment Benefits (“ASC 712”).
The recognition of restructuring costs requires the Company to make certain assumptions related to the amounts of employee severance benefits, the time period over which leased facilities will remain vacant and expected sublease terms and discount rates. Estimates and assumptions are based on the best information available at the time the obligation arises. These estimates are reviewed and revised as facts and circumstances dictate; changes in these estimates could have a material effect on the amount accrued in the condensed consolidated balance sheet.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. The standard provides companies with a single model for accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date, which defers the required adoption date of ASU 2014-09 by one year. As a result of the deferred effective date, ASU 2014-09 will be effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted but not before the original effective date of the new standard of the first quarter of fiscal 2017. The following ASUs were subsequently issued by the FASB to clarify the implementation guidance in some areas and add practical expedients: In March 2016, ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations; in April 2016, ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing; in May 2016, ASU 2016-11, Revenue from Contracts with Customers and Derivatives and Hedging - Rescission of SEC Guidance; and ASU 2016-12, Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients. The Company is in the process of evaluating the transition method that will be elected and the impact of adoption on its consolidated financial statements.
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 is currently evaluating the potential effects of the adoption of this guidance on the consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which changes the accounting for employee share-based payments, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new guidance, excess tax benefits associated with share-based payment awards will be recognized in the income statement when the awards vest or settle, rather than in stockholders’ equity. In addition, it will increase the number of shares an employer can withhold to cover income taxes on share-based payment awards and still qualify for the exemption to liability classification. The guidance will be effective for the Company in its first quarter of fiscal 2017. Early adoption is permitted in any annual or interim period. The Company does not expect that the adoption of this standard will have a material effect on its financial statements.
There have been no other recent accounting standards, or changes in accounting standards, during the three and six months ended June 30, 2016, as compared with the recent accounting standards described in our Annual Report on Form 10-K, that are of material significance, or have potential material significance, to the Company.
Balance Sheet Details
Balance Sheet Details
Balance Sheet Details (in thousands)
Inventories, net
 
 
June 30,
2016
 
December 31, 2015
Raw materials and purchased parts
 
$
12,518

 
$
21,126

Work-in-process
 
1,096

 
4,367

Finished goods
 
20,107

 
16,913

Consigned finished goods
 
288

 
28

Reserves
 
(1,054
)
 
(3,379
)
Total inventories, net
 
$
32,955

 
$
39,055


Goodwill
The change in the carrying amount of goodwill from December 31, 2015 to June 30, 2016 is as follows:
Balance at December 31, 2015
 
$
23,635

Foreign currency translation adjustments
 
305

Goodwill related to sale of product line
 
(291
)
Balance at June 30, 2016
 
$
23,649


Accumulated Other Comprehensive Income
 
 
Foreign
Currency
Translation
Adjustment
 
Defined Benefit
Pension Plan
 
Accumulated
Other
Comprehensive
Income
 
Affected Line Items in the Statement of Operations
Balance as of December 31, 2015
 
$
9,933

 
$
(5,039
)
 
$
4,894

 
 
Other comprehensive income before reclassification
 
872

 

 
872

 
 
Amounts reclassified from accumulated other comprehensive income
 


 
157

 
157

 
Cost of Sales, Selling, General and Administrative and Research and Development Expense
Net other comprehensive income for the
six months ended June 30, 2016
 
872

 
157

 
1,029

 
 
Balance as of June 30, 2016
 
$
10,805

 
$
(4,882
)
 
$
5,923

 
 
Sale of Microelectronics Product Line
Sale of Microelectronics Product Line
Sale of Microelectronics Product Line
On April 12, 2016, the Company announced that it had entered into an asset purchase agreement (the “Asset Purchase Agreement”) to sell the assets and certain liabilities comprising the Company’s microelectronics product line to Data Device Corporation, a privately-held Delaware corporation. The transaction contemplated by the Asset Purchase Agreement (the “Transaction”) was completed on April 27, 2016. The Transaction purchase price was $21.0 million, subject to a working capital adjustment and a $1.5 million escrow holdback on the purchase price.
The assets sold were primarily comprised of inventory, accounts receivable and property and equipment. The current liabilities sold were comprised mainly of deferred revenue, accounts payable and other current liabilities. During the first quarter of 2016, the Company met the held for sale criteria in accordance with ASC Topic 380, Impairment or Disposal of Long Lived Assets, and the Company ceased depreciation on the property and equipment held for sale. As of June 30, 2016, all assets and liabilities formerly classified as held for sale were disposed of pursuant to the terms of the Asset Purchase Agreement. The sale of the microelectronics product line does not represent a strategic shift that will have a major effect on the Company's operations and financial results. As such, the Company has not accounted for the disposition as a discontinued operation. During the three months ended June 30, 2016, the Company recorded a gain of $6.7 million related to the sale of the microelectronics product line.
In connection with the sale of the microelectronics product line, the Company guaranteed the future operating lease commitment related to the facility formerly occupied by the microelectronics product line, which was assumed by the buyer. The Company is obligated to perform under the guarantee if Data Device Corporation defaults on the lease at any time during the remainder of the lease agreement. The lease had a remaining lease term of fifteen months from the date of sale and expires on July 31, 2017. As of June 30, 2016, the undiscounted maximum amount of potential future payments under the lease guarantee is $1.1 million. The Company assessed the probability that the Company will be required to make payments under the terms of the guarantee based upon its actual and expected loss experience. Consistent with the requirements of FASB ASC 460, Guarantees, the Company has not recorded a liability on its consolidated balance sheet as of June 30, 2016 as a loss is not considered probable.
Restructuring and Exit costs
Restructuring and Exit costs
Restructuring and Exit Costs
In 2015, the Company initiated a restructuring plan to consolidate U.S. manufacturing operations and to reduce headcount and operating expenses in order to align the Company's cost structure with the current business forecast and to improve operational efficiency. The plan also included the disposition of the Company's microelectronics product line, which was completed in April 2016. The restructuring plan was otherwise substantially completed in the first quarter of 2016. Total restructuring charges were $2.8 million, which includes $1.3 million in facilities costs related to the consolidation of manufacturing operations, $1.2 million in employee severance costs and $0.3 million in other exit costs. The Company also incurred $0.6 million in accelerated equipment depreciation expense related to the consolidation of manufacturing operations. Total cash expenditures related to restructuring activities are approximately $1.4 million.
The Company accounts for charges resulting from restructuring and exit activities in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC 420”), and ASC Topic 712, Compensation-Nonretirement Postemployment Benefits, for employee termination benefits to be paid in accordance with its ongoing employee termination benefit arrangement.
In June 2015, the Company ceased use of approximately 60,000 square feet of its Peoria, AZ manufacturing facility, and determined this leased space would have no future economic benefit to the Company based on the current business forecast. As a result, in June 2015, the Company recorded a liability for the future rent obligation associated with this space, net of estimated sublease income, in accordance with ASC Topic 420. For the year ended December 31, 2015, the expense related to the exit of this leased space was $1.2 million, before tax, and was recorded as a component of the total restructuring charge. During the three months ended June 30, 2016, the Company recorded an additional restructuring charge of $0.1 million related to a revision to the sublease income assumption.
During the three and six months ended June 30, 2016, cash payments in connection with the restructuring plan were $0.2 million and $0.4 million, respectively, primarily related to employee severance costs and other exit costs. During the three and six months ended June 30, 2015, cash payments in connection with the restructuring plan were $0.1 million, primarily related to employee severance costs.
For the three and six months ended June 30, 2016, the Company recorded net charges related to its restructuring plan of $0.1 million and $0.3 million, respectively, within "restructuring and exit costs" and also recorded $0.1 million of accelerated depreciation expense during the six months ended June 30, 2016 within “cost of revenue” in the condensed consolidated statements of operations. For the three and six months ended June 30, 2015, the Company recorded net charges related to its restructuring plan of $2.3 million within "restructuring and exit costs" and also recorded $0.2 million of accelerated depreciation expense during the three and six months ended June 30, 2015 within “cost of revenue” in the condensed consolidated statements of operations.
As of June 30, 2016, the restructuring liability associated with employee severance is recorded in “accrued employee compensation,” other exit costs and $0.2 million in lease obligation costs are recorded in “accounts payable and accrued liabilities” and $0.8 million in lease obligation costs are recorded in "other long term liabilities” in the condensed consolidated balance sheet.
The following table summarizes the restructuring and exit costs for the six months ended June 30, 2016 (in thousands):
 
 
Employee Severance Costs
 
Lease Obligation Costs
 
Other Exit Costs
 
Total
Restructuring liability as of December 31, 2015
 
$
294

 
$
1,043

 
$

 
$
1,337

Costs incurred
 
67

 
86

 
298

 
451

Amounts paid
 
(194
)
 

 
(233
)
 
(427
)
Accruals released
 
(154
)
 

 

 
(154
)
Other non-cash adjustments
 

 
(162
)
 
(52
)
 
(214
)
Restructuring liability as of June 30, 2016
 
$
13

 
$
967

 
$
13

 
$
993

Credit Facilities
Credit Facilities
Credit Facilities
Revolving Line of Credit
In July 2015, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with East West Bank (“EWB”), whereby EWB made available to the Company a secured credit facility in the form of a revolving line of credit (the “Revolving Line of Credit”). The Revolving Line of Credit is available up to a maximum of the lesser of: (a) $25.0 million; or (b) a certain percentage of domestic and foreign trade receivables. As of June 30, 2016 the amount available under the Revolving Line of Credit was $12.0 million. In general, amounts borrowed under the Revolving Line of Credit are secured by a lien on all of the Company’s assets, including its intellectual property, as well as a pledge of 100% of its equity interests in Maxwell SA. The obligations under the Loan Agreement are also guaranteed directly by Maxwell SA. The Revolving Line of Credit will mature on July 3, 2018. In the event that the Company is in violation of the representations, warranties and covenants made in the Loan Agreement, including certain financial covenants set forth therein, the Company may not be able to utilize the Revolving Line of Credit or repayment of amounts owed pursuant to the Loan Agreement could be accelerated. The financial covenants that the Company is required to meet during the term of the credit agreement include a minimum four-quarter rolling EBITDA, a quarterly minimum quick ratio and a monthly minimum cash requirement. On April 12, 2016, the Company entered into a first amendment to the Loan Agreement, to align certain financial covenants with the Company’s remaining business following the sale of the Company's microelectronics product line.
Amounts borrowed under the Revolving Line of Credit bear interest, payable monthly. Such interest shall accrue based upon, at the Company’s election, subject to certain limitations, either a Prime Rate plus a margin ranging from 0% to 0.50% or the LIBOR Rate plus a margin ranging from 2.75% to 3.25%, the specific rate for each as determined based upon the Company’s leverage ratio from time to time.
The Company is required to pay an annual commitment fee equal to $125,000, and an unused commitment fee of the average daily unused amount of the Revolving Line of Credit, payable monthly, equal to a per annum rate in a range of 0.30% to 0.50%, as determined by the Company’s leverage ratio on the last day of the previous fiscal quarter. No amounts have been borrowed under this Revolving Line of Credit as of June 30, 2016.
Former Credit Facility
In December 2011, the Company obtained a secured credit facility in the form of a revolving line of credit (the “Former Revolving Line of Credit”) and an equipment term loan (the “Equipment Term Loan”) (together, the “Former Credit Facility”). Borrowings under the Former Credit Facility bore interest, payable monthly, at either (i) the bank's prime rate or (ii) LIBOR plus 2.25%, at the Company's option, subject to certain limitations. The balance of the Equipment Term Loan was paid in full by the maturity date of April 30, 2015. Concurrently with entering into the Loan Agreement described above, in July 2015, the Company repaid all outstanding loans under the Former Revolving Line of Credit and the Former Credit Facility was terminated. The Company did not incur any early termination or prepayment penalties under the Former Credit Facility in connection with the above transactions.
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 1.9% to 3.9%. At June 30, 2016 and December 31, 2015, $69,000 and $91,000, respectively, was outstanding under these financing agreements.
Fair Value Measurements
Fair Value Measurements
Fair Value Measurements
The Company records certain financial instruments at fair value in accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC. Historically, the financial instruments to which this topic applied were foreign currency forward contracts and the fair value of these foreign currency forward contracts was recorded as a liability or asset in the consolidated balance sheets. During the second quarter of 2016, the Company ceased using foreign currency forward contracts to hedge foreign currency exposure as management determined its foreign currency exposure is no longer significant. Therefore, no foreign currency forward contracts were outstanding as of June 30, 2016. As of December 31, 2015, the fair value of the Company's foreign currency forward contracts was an asset of $16,000 which was recorded in “trade and other accounts receivable" in the condensed consolidated balance sheet. The fair value of these derivative instruments was measured using models following quoted market prices in active markets for identical instruments, which is a Level 2 input under the fair value hierarchy of the Fair Value Measurements and Disclosures Topic of the FASB ASC.
The carrying value of 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.
Foreign Currency Derivative Instruments
Foreign Currency Derivative Instruments
Foreign Currency Derivative Instruments
The Company has historically used forward contracts to hedge certain monetary assets and liabilities, primarily receivables, payables and cash balances, denominated in foreign currencies. During the second quarter of 2016, the Company ceased using foreign currency forward contracts to hedge foreign currency exposure as management determined its foreign currency exposure is no longer significant. The change in fair value of these forward contracts represented a natural hedge as gains and losses on these instruments partially offset the changes in the fair value of the underlying monetary assets and liabilities due to movements in currency exchange rates. These forward contracts generally expired in one month. These contracts were considered economic hedges but were not designated as hedges under the Derivatives and Hedging Topic of the FASB ASC, therefore, the change in the fair value of the instrument was recognized each period in the consolidated statement of operations.
The net gains and losses on foreign currency forward contracts included in "foreign currency exchange loss, net" in the condensed consolidated statements of operations are as follows (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Total gain (loss)
 
$
(73
)
 
$
1,636

 
$
(88
)
 
$
2,399


The net gains and losses on foreign currency forward contracts were partially offset by net gains and losses on the underlying monetary assets and liabilities. Foreign currency gains and losses on those underlying monetary assets and liabilities included in "foreign currency exchange loss, net" in the condensed consolidated statements of operations are as follows (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Total loss
 
$
(19
)
 
$
(1,721
)
 
$
(37
)
 
$
(2,812
)

The following table presents gross amounts, amounts offset and net amounts presented in the condensed consolidated balance sheet for the Company's derivative instruments measured at fair value (in thousands):
 
 
December 31, 2015
Gross amounts of recognized asset
 
$
66

Gross amounts offset
 
(50
)
Net amount of recognized asset
 
$
16


The Company had the legal right to offset these recognized assets and liabilities upon settlement of the derivative instruments. For additional information, refer to Note 6 – Fair Value Measurements.
Shelf Registration Statement
Shelf Registration Statement
Shelf Registration Statement
On June 3, 2014, the Company filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission ("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 June 30, 2014, the registration statement was declared effective by the SEC. On April 23, 2015, the Company entered into an At-the-Market Equity Offering Sales Agreement (“Sales Agreement”) with Cowen and Company, LLC (“Cowen”) pursuant to which the Company could sell, at its option, up to an aggregate of $10.0 million in shares of common stock through Cowen, as sales agent. Under the Sales Agreement, the Company agreed to pay Cowen a commission equal to 3.0% of the gross proceeds from the sale of shares of the Company’s common stock.
On June 11, 2015, the Company completed the sale of approximately $10.0 million of the company's common stock and terminated the offering. Approximately 1.83 million shares were sold in the offering at an average share price of $5.46. During the second quarter of 2015, the Company received net proceeds of $9.6 million after commissions and offering costs of $0.4 million.
Stock Plans
Stock Plans
Stock Plans
The Company has two active stock-based compensation plans as of June 30, 2016: 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.
Stock Options
During the three and six months ended June 30, 2016, no stock options were granted. During the three and six months ended June 30, 2015, the Company granted 33,546 and 263,203 stock options, respectively, which had an average grant date fair value per share of $2.74 and $3.56, respectively. Compensation expense recognized for stock options for the three months ended June 30, 2016 and 2015 was $4,000 and $57,000, respectively. Compensation expense recognized for stock options for the six months ended June 30, 2016 and 2015 was $85,000 and $80,000, respectively. The fair value of the stock options granted during the three and six months ended June 30, 2015 was estimated using the Black-Scholes valuation model with the following assumptions:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2015
Expected dividend yield
 
%
 
%
Expected volatility
 
60
%
 
60
%
Risk-free interest rate
 
1.55
%
 
1.58
%
Expected term (in years)
 
5.0

 
5.0


Restricted Stock Awards
Beginning in 2014, the Company ceased granting restricted stock awards ("RSAs") and began granting restricted stock units ("RSUs") to employees as part of its annual equity incentive award program, therefore, no restricted stock awards were issued during the three and six months ended June 30, 2016 or 2015. During the three months ended June 30, 2016 and 2015, compensation expense related to RSAs was $0.3 million and $0.5 million, respectively. During the six months ended June 30, 2016 and 2015, compensation expense recognized for RSAs was $9,000 and $1.0 million, respectively. During the first quarter of 2016, there were significant reversals of previously recorded expense due to terminations under the Company's restructuring plan as well as other employee terminations.
Restricted Stock Units
Non-employee directors receive annual RSU awards, normally in February of each year, as part of their annual retainer compensation. These awards vest one year from the date of grant provided the non-employee director provides continued service. Additionally, new directors normally receive RSUs upon their election to the board. The Company also grants RSUs to employees as part of its annual equity incentive award program, with vesting typically in equal annual installments over four years of continuous service. Additionally, the Company grants performance-based restricted stock units ("PSUs") to executives with vesting contingent on continued service and achievement of specified performance objectives or relative stock price targets. Each restricted stock unit represents the right to receive one unrestricted share of the Company’s common stock upon vesting.
During the three months ended June 30, 2016, the Company granted 152,417 RSUs of which 122,085 were service-based RSUs with an average grant date fair value of $5.10 per share and 30,332 were PSUs with an average grant date fair value of $7.08 per share. During the six months ended June 30, 2016, the Company granted 1,187,631 RSUs of which 854,912 were service-based RSUs with an average grant date fair value of $5.59 per share and 332,719 were PSUs with an average grant date fair value of $7.50 per share.
During the three months ended June 30, 2015, the Company granted 98,149 RSUs of which 74,275 were service-based RSUs with an average grant date value of $6.00 per share and 23,874 were PSUs with an average grant date fair value of $6.03 per share. During the six months ended June 30, 2015, the Company granted 768,095 RSUs of which 553,264 were service-based RSUs with an average grant date value of $7.14 per share and 214,831 were PSUs with an average grant date fair value of $7.19 per share.
For the three and six months ended June 30, 2016, 30,332 and 286,495, respectively, of the PSUs granted were performance-based market-condition stock units. The market-condition PSUs will be earned 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% and the recipients must remain employed through each measurement period in order to vest. The fair value of the market-condition PSUs granted was calculated using a Monte Carlo valuation model with the following assumptions:
 
 
Three and Six Months Ended
 
 
June 30,
 
 
2016
Expected dividend yield
 
%
Expected volatility
 
62
%
Risk-free interest rate
 
1.07
%
Expected term (in years)
 
3.0


The following table summarizes the amount of compensation expense recognized for restricted stock units for the three and six months ended June 30, 2016 and 2015 (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
RSU Type
 
2016
 
2015
 
2016
 
2015
Service-based
 
$
536

 
$
363

 
$
1,069

 
$
575

Performance-based objectives
 
29

 
(27
)
 
41

 
32

Market-condition
 
180

 
34

 
371

 
67

 
 
$
745

 
$
370

 
$
1,481

 
$
674


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 June 30, 2016 and 2015 was $54,000 and $57,000, respectively, and was $135,000 and $140,000, respectively, for the six months ended June 30, 2016 and 2015. The fair value of the ESPP shares for the three and six months ended June 30, 2016 and 2015 was estimated using the Black-Scholes valuation model for a call and a put option with the following weighted-average assumptions:
 
 
Three and Six Months Ended
 
 
June 30,
 
 
2016
 
2015
Expected dividend yield
 
%
 
%
Expected volatility
 
60
%
 
54
%
Risk-free interest rate
 
0.49
%
 
0.11
%
Expected term (in years)
 
0.5

 
0.5

Fair value per share
 
$
2.27

 
$
5.97


Bonuses to be Settled in Stock
On January 15, 2016, the Compensation Committee of the Board of Directors of the Company adopted the Maxwell Technologies, Inc. Incentive Bonus Plan to enable participants to earn annual incentive bonuses based upon achievement of specified financial and strategic performance. The Company intends to settle bonuses earned under the plan for the fiscal year 2016 performance period with fully vested common stock of the Company in the first quarter of 2017, therefore, $0.3 million and $0.9 million of stock compensation expense was accrued for such bonuses during the three and six months ended June 30, 2016, respectively.
Stock-Based Compensation Expense
Stock-based compensation cost included in cost of revenue; selling, general and administrative expense; and research and development expense is as follows (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Cost of revenue
 
$
262

 
$
147

 
$
497

 
$
353

Selling, general and administrative
 
966

 
657

 
1,637

 
1,023

Research and development
 
231

 
207

 
528

 
474

Total stock-based compensation expense
 
$
1,459

 
$
1,011

 
$
2,662

 
$
1,850

Defined Benefit Plan
Defined Benefit Plan
Defined Benefit Plan
Maxwell SA has a retirement plan that is classified as a defined benefit pension plan. The employee pension benefit is based on compensation, length of service and credited investment earnings. The plan guarantees both a minimum rate of return as well as minimum annuity purchase rates. The Company’s funding policy with respect to the pension plan is to contribute the amount required by Swiss law, using the required percentage applied to the employee’s compensation. In addition, participating employees are required to contribute to the pension plan. This plan has a measurement date of December 31.
Components of net periodic pension cost (benefit) are as follows (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Service cost
 
$
297

 
$
245

 
$
587

 
$
487

Interest cost
 
62

 
85

 
123

 
169

Expected return on plan assets
 
(298
)
 
(396
)
 
(589
)
 
(788
)
Prior service cost amortization
 
38

 
36

 
75

 
71

Deferred loss amortization
 
62

 
11

 
122

 
22

Net periodic pension cost (benefit)
 
$
161

 
$
(19
)
 
$
318

 
$
(39
)

Employer contributions of $0.2 million were paid during each of the three months ended June 30, 2016 and 2015. Employer contributions of $0.3 million were paid during each of the six months ended June 30, 2016 and 2015. Additional employer contributions of approximately $0.2 million are expected to be paid during the remainder of fiscal 2016.
Legal Proceedings
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 and continues to cooperate with the SEC. At this stage, the Company cannot predict the ultimate outcome of this investigation or whether it will result in any 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.
Description of Business and Basis of Presentation (Policies)
Financial Statement 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 present fairly 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
"Amortization of prepaid debt costs" for the three and six months ended June 30, 2015 in the condensed consolidated statements of operations and condensed consolidated statements of cash flows has been reclassified to "interest expense, net" and "changes in operating assets and liabilities," respectively, to conform to the current period presentation. "Loss on lease due to restructuring" for the six months ended June 30, 2015 in the condensed consolidated statements of cash flows has been reclassified from "changes in operating assets and liabilities" to conform to the current period presentation. These reclassifications do not impact reported net loss and do not otherwise have a material impact on the presentation of the overall financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and related disclosures. These estimates include, but are not limited to, assessing the collectability of accounts receivable, applied and unapplied production costs, production capacities, the usage and recoverability of inventories and long-lived assets, deferred income taxes, the incurrence of warranty obligations, impairment of goodwill, estimation of the cost to complete certain projects and the related revenue, estimation of pension assets and liabilities, accruals for estimated losses from legal matters, and estimation of the value of stock-based compensation awards, including the probability that the performance criteria of restricted stock awards and restricted stock unit awards will be met.
Income Taxes
As of June 30, 2016, the Company has a cumulative valuation allowance recorded offsetting its worldwide net deferred tax assets of $68.1 million, of which the significant majority represents the valuation allowance on its U.S. net deferred tax asset. The Company has established a valuation allowance against its U.S. federal and state deferred tax assets due to the uncertainty surrounding the realization of such assets. Management periodically evaluates the recoverability of the deferred tax assets and at such time as it is determined that it is more likely than not that U.S. deferred tax assets are realizable, the valuation allowance will be reduced accordingly. Any such release would result in recording a tax benefit that would increase net income in the period the valuation is released.
The Company records taxes on the undistributed earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered indefinitely reinvested outside of the U.S. As of June 30, 2016, the Company has recorded a $3.7 million deferred tax liability for Swiss withholding taxes associated with $73.5 million of undistributed earnings of its Swiss subsidiary that are no longer considered indefinitely reinvested. In the event that the Company repatriates these funds, these withholding taxes would become payable.
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.
Revenue Recognition
Revenue is derived primarily from the sale of manufactured products directly to customers. Product revenue is recognized, according to the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) Numbers 101, Revenue Recognition in Financial Statements, and 104, Revenue Recognition, when all of the following criteria are met: (1) persuasive evidence of an arrangement exists (upon contract signing or receipt of an authorized purchase order from a customer); (2) title passes to the customer at either shipment from the Company’s facilities or receipt at the customer facility, depending on shipping terms; (3) customer payment is deemed fixed or determinable and free of contingencies or significant uncertainties; and (4) collectability is reasonably assured. This policy has been consistently applied from period to period.
A portion of our revenue is derived from sales to distributors. Distributor revenue is recognized when all of the criteria for revenue recognition are met, which is generally the time of shipment to the distributor; all returns and credits are estimable and not significant.
Revenue from production-type contracts, which represent less than five percent of total revenue, is recognized using the percentage of completion method. The degree of completion is determined based on costs incurred as a percentage of total costs anticipated, excluding costs that are not representative of progress to completion.
Total deferred revenue and customer deposits in the consolidated balance sheets as of June 30, 2016 and December 31, 2015 was $3.3 million and $3.1 million, respectively, and relates to cash received from customers on sales for which the revenue recognition criteria had not been achieved, customer advances, as well as other less significant customer arrangements requiring the deferral of revenue.
Net Income (Loss) per Share
In accordance with the Earnings Per Share Topic of the FASB ASC, basic net income (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.
Restructuring and Exit Costs
Restructuring and exit costs involve employee-related termination costs, facility exit costs and other costs associated with restructuring activities. The Company accounts for charges resulting from operational restructuring actions in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC 420”) and ASC Topic 712, Compensation-Nonretirement Postemployment Benefits (“ASC 712”).
The recognition of restructuring costs requires the Company to make certain assumptions related to the amounts of employee severance benefits, the time period over which leased facilities will remain vacant and expected sublease terms and discount rates. Estimates and assumptions are based on the best information available at the time the obligation arises. These estimates are reviewed and revised as facts and circumstances dictate; changes in these estimates could have a material effect on the amount accrued in the condensed consolidated balance sheet.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. The standard provides companies with a single model for accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date, which defers the required adoption date of ASU 2014-09 by one year. As a result of the deferred effective date, ASU 2014-09 will be effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted but not before the original effective date of the new standard of the first quarter of fiscal 2017. The following ASUs were subsequently issued by the FASB to clarify the implementation guidance in some areas and add practical expedients: In March 2016, ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations; in April 2016, ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing; in May 2016, ASU 2016-11, Revenue from Contracts with Customers and Derivatives and Hedging - Rescission of SEC Guidance; and ASU 2016-12, Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients. The Company is in the process of evaluating the transition method that will be elected and the impact of adoption on its consolidated financial statements.
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 is currently evaluating the potential effects of the adoption of this guidance on the consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which changes the accounting for employee share-based payments, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new guidance, excess tax benefits associated with share-based payment awards will be recognized in the income statement when the awards vest or settle, rather than in stockholders’ equity. In addition, it will increase the number of shares an employer can withhold to cover income taxes on share-based payment awards and still qualify for the exemption to liability classification. The guidance will be effective for the Company in its first quarter of fiscal 2017. Early adoption is permitted in any annual or interim period. The Company does not expect that the adoption of this standard will have a material effect on its financial statements.
There have been no other recent accounting standards, or changes in accounting standards, during the three and six months ended June 30, 2016, 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.
he Company records certain financial instruments at fair value in accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC. Historically, the financial instruments to which this topic applied were foreign currency forward contracts and the fair value of these foreign currency forward contracts was recorded as a liability or asset in the consolidated balance sheets. During the second quarter of 2016, the Company ceased using foreign currency forward contracts to hedge foreign currency exposure as management determined its foreign currency exposure is no longer significant. Therefore, no foreign currency forward contracts were outstanding as of June 30, 2016. As of December 31, 2015, the fair value of the Company's foreign currency forward contracts was an asset of $16,000 which was recorded in “trade and other accounts receivable" in the condensed consolidated balance sheet. The fair value of these derivative instruments was measured using models following quoted market prices in active markets for identical instruments, which is a Level 2 input under the fair value hierarchy of the Fair Value Measurements and Disclosures Topic of the FASB ASC.
The Company has historically used forward contracts to hedge certain monetary assets and liabilities, primarily receivables, payables and cash balances, denominated in foreign currencies. During the second quarter of 2016, the Company ceased using foreign currency forward contracts to hedge foreign currency exposure as management determined its foreign currency exposure is no longer significant. The change in fair value of these forward contracts represented a natural hedge as gains and losses on these instruments partially offset the changes in the fair value of the underlying monetary assets and liabilities due to movements in currency exchange rates. These forward contracts generally expired in one month. These contracts were considered economic hedges but were not designated as hedges under the Derivatives and Hedging Topic of the FASB ASC, therefore, the change in the fair value of the instrument was recognized each period in the consolidated statement of operations.
Description of Business and Basis of Presentation (Tables)
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 June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Numerator
 
 
 
 
 
 
 

Net income (loss)
 
$
2,167

 
$
(9,376
)
 
$
(4,681
)
 
$
(18,717
)
Denominator
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding
 
31,842

 
30,323

 
31,746

 
29,886

Effect of potentially dilutive securities:
 
 
 
 
 
 
 
 
Options to purchase common stock
 

 

 

 

Restricted stock awards
 
9

 

 

 

Restricted stock unit awards
 
168

 

 

 

Employee stock purchase plan
 
8

 

 

 

Weighted-average common shares outstanding, assuming dilution
 
32,027

 
30,323

 
31,746

 
29,886

Net income (loss) per share
 
 
 
 
 
 
 
 
Basic
 
$
0.07

 
$
(0.31
)
 
$
(0.15
)
 
$
(0.63
)
Diluted
 
$
0.07

 
$
(0.31
)
 
$
(0.15
)
 
$
(0.63
)
The following table summarizes instruments that may be convertible into common shares that are not included in the denominator used in the diluted net income (loss) per share calculation because to do so would be anti-dilutive (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Outstanding options to purchase common stock
 
661

 
918

 
636

 
918

Unvested restricted stock awards
 
99

 
286

 
158

 
286

Unvested restricted stock unit awards
 
471

 
862

 
1,742

 
862

Employee stock purchase plan awards
 

 
24

 

 
24

Balance Sheet Details (Tables)
 
 
June 30,
2016
 
December 31, 2015
Raw materials and purchased parts
 
$
12,518

 
$
21,126

Work-in-process
 
1,096

 
4,367

Finished goods
 
20,107

 
16,913

Consigned finished goods
 
288

 
28

Reserves
 
(1,054
)
 
(3,379
)
Total inventories, net
 
$
32,955

 
$
39,055

The change in the carrying amount of goodwill from December 31, 2015 to June 30, 2016 is as follows:
Balance at December 31, 2015
 
$
23,635

Foreign currency translation adjustments
 
305

Goodwill related to sale of product line
 
(291
)
Balance at June 30, 2016
 
$
23,649

 
 
Foreign
Currency
Translation
Adjustment
 
Defined Benefit
Pension Plan
 
Accumulated
Other
Comprehensive
Income
 
Affected Line Items in the Statement of Operations
Balance as of December 31, 2015
 
$
9,933

 
$
(5,039
)
 
$
4,894

 
 
Other comprehensive income before reclassification
 
872

 

 
872

 
 
Amounts reclassified from accumulated other comprehensive income
 


 
157

 
157

 
Cost of Sales, Selling, General and Administrative and Research and Development Expense
Net other comprehensive income for the
six months ended June 30, 2016
 
872

 
157

 
1,029

 
 
Balance as of June 30, 2016
 
$
10,805

 
$
(4,882
)
 
$
5,923

 
 
Restructuring and Exit Costs (Tables)
Schedule of restructuring and exit costs
The following table summarizes the restructuring and exit costs for the six months ended June 30, 2016 (in thousands):
 
 
Employee Severance Costs
 
Lease Obligation Costs
 
Other Exit Costs
 
Total
Restructuring liability as of December 31, 2015
 
$
294

 
$
1,043

 
$

 
$
1,337

Costs incurred
 
67

 
86

 
298

 
451

Amounts paid
 
(194
)
 

 
(233
)
 
(427
)
Accruals released
 
(154
)
 

 

 
(154
)
Other non-cash adjustments
 

 
(162
)
 
(52
)
 
(214
)
Restructuring liability as of June 30, 2016
 
$
13

 
$
967

 
$
13

 
$
993

Foreign Currency Derivative Instruments (Tables)
The net gains and losses on foreign currency forward contracts included in "foreign currency exchange loss, net" in the condensed consolidated statements of operations are as follows (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Total gain (loss)
 
$
(73
)
 
$
1,636

 
$
(88
)
 
$
2,399

Foreign currency gains and losses on those underlying monetary assets and liabilities included in "foreign currency exchange loss, net" in the condensed consolidated statements of operations are as follows (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Total loss
 
$
(19
)
 
$
(1,721
)
 
$
(37
)
 
$
(2,812
)
The following table presents gross amounts, amounts offset and net amounts presented in the condensed consolidated balance sheet for the Company's derivative instruments measured at fair value (in thousands):
 
 
December 31, 2015
Gross amounts of recognized asset
 
$
66

Gross amounts offset
 
(50
)
Net amount of recognized asset
 
$
16

Stock Plans (Tables)
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 June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Cost of revenue
 
$
262

 
$
147

 
$
497

 
$
353

Selling, general and administrative
 
966

 
657

 
1,637

 
1,023

Research and development
 
231

 
207

 
528

 
474

Total stock-based compensation expense
 
$
1,459

 
$
1,011

 
$
2,662

 
$
1,850

The fair value of the stock options granted during the three and six months ended June 30, 2015 was estimated using the Black-Scholes valuation model with the following assumptions:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2015
Expected dividend yield
 
%
 
%
Expected volatility
 
60
%
 
60
%
Risk-free interest rate
 
1.55
%
 
1.58
%
Expected term (in years)
 
5.0

 
5.0

The following table summarizes the amount of compensation expense recognized for restricted stock units for the three and six months ended June 30, 2016 and 2015 (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
RSU Type
 
2016
 
2015
 
2016
 
2015
Service-based
 
$
536

 
$
363

 
$
1,069

 
$
575

Performance-based objectives
 
29

 
(27
)
 
41

 
32

Market-condition
 
180

 
34

 
371

 
67

 
 
$
745

 
$
370

 
$
1,481

 
$
674

The fair value of the market-condition PSUs granted was calculated using a Monte Carlo valuation model with the following assumptions:
 
 
Three and Six Months Ended
 
 
June 30,
 
 
2016
Expected dividend yield
 
%
Expected volatility
 
62
%
Risk-free interest rate
 
1.07
%
Expected term (in years)
 
3.0

The fair value of the ESPP shares for the three and six months ended June 30, 2016 and 2015 was estimated using the Black-Scholes valuation model for a call and a put option with the following weighted-average assumptions:
 
 
Three and Six Months Ended
 
 
June 30,
 
 
2016
 
2015
Expected dividend yield
 
%
 
%
Expected volatility
 
60
%
 
54
%
Risk-free interest rate
 
0.49
%
 
0.11
%
Expected term (in years)
 
0.5

 
0.5

Fair value per share
 
$
2.27

 
$
5.97

Defined Benefit Plan (Tables)
Schedule of components of net periodic pension cost (benefit)
Components of net periodic pension cost (benefit) are as follows (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Service cost
 
$
297

 
$
245

 
$
587

 
$
487

Interest cost
 
62

 
85

 
123

 
169

Expected return on plan assets
 
(298
)
 
(396
)
 
(589
)
 
(788
)
Prior service cost amortization
 
38

 
36

 
75

 
71

Deferred loss amortization
 
62

 
11

 
122

 
22

Net periodic pension cost (benefit)
 
$
161

 
$
(19
)
 
$
318

 
$
(39
)
Description of Business and Basis of Presentation (Details Textual) (USD $)
6 Months Ended
Jun. 30, 2016
Segment
product_line
manufacturing_location
Dec. 31, 2015
Jun. 30, 2015
Dec. 31, 2014
Description of Business and Basis of Presentation (Textual) [Abstract]
 
 
 
 
Manufacturing locations
 
 
 
Operating segments
 
 
 
Number of product lines
 
 
 
Restricted cash
$ 100,000 
$ 400,000 
 
 
Cumulative valuation allowance
68,100,000 
 
 
 
Deferred tax liability recorded associated with unremitted earnings of foreign subsidiary no longer considered indefinitely reinvested
3,700,000 
 
 
 
Undistributed earnings of Swiss subsidiary
73,500,000 
 
 
 
Warranty period, minimum, in years
1 year 
 
 
 
Warranty period, maximum, in years
8 years 
 
 
 
Accrued warranty liability
1,200,000 
1,300,000 
 
 
Deferred revenue and customer deposits
3,316,000 
3,066,000 
 
 
Cash and cash equivalents
35,675,000 
24,382,000 
25,031,000 
24,732,000 
Working capital amount
65,800,000 
 
 
 
Revolving Credit Facility |
East West Bank
 
 
 
 
Description of Business and Basis of Presentation (Textual) [Abstract]
 
 
 
 
Revolving line of credit
25,000,000 
 
 
 
Amount available under revolving line of credit
12,000,000 
 
 
 
Drawings under revolving line of credit
$ 0 
 
 
 
China
 
 
 
 
Description of Business and Basis of Presentation (Textual) [Abstract]
 
 
 
 
Number of contract manufacturers
 
 
 
Maximum |
Revenue from Production Type Contracts
 
 
 
 
Description of Business and Basis of Presentation (Textual) [Abstract]
 
 
 
 
Percentage of total revenue from production type contracts (less than five percent)
5.00% 
 
 
 
Description of Business and Basis of Presentation (Net Income (Loss) per Share) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Computation of Basic and Diluted Net Income (Loss) per Share [Line Items]
 
 
 
 
Net income (loss)
$ 2,167 
$ (9,376)
$ (4,681)
$ (18,717)
Weighted average common shares outstanding
31,842 
30,323 
31,746 
29,886 
Weighted-average common shares outstanding, assuming dilution
32,027 
30,323 
31,746 
29,886 
Net income (loss) per share
 
 
 
 
Basic (in dollars per share)
$ 0.07 
$ (0.31)
$ (0.15)
$ (0.63)
Diluted (in dollars per share)
$ 0.07 
$ (0.31)
$ (0.15)
$ (0.63)
Outstanding options to purchase common stock
 
 
 
 
Computation of Basic and Diluted Net Income (Loss) per Share [Line Items]
 
 
 
 
Effect of potentially dilutive securities
Restricted stock awards
 
 
 
 
Computation of Basic and Diluted Net Income (Loss) per Share [Line Items]
 
 
 
 
Effect of potentially dilutive securities
Restricted stock unit awards
 
 
 
 
Computation of Basic and Diluted Net Income (Loss) per Share [Line Items]
 
 
 
 
Effect of potentially dilutive securities
168 
Employee stock purchase plan
 
 
 
 
Computation of Basic and Diluted Net Income (Loss) per Share [Line Items]
 
 
 
 
Effect of potentially dilutive securities
Description of Business and Basis of Presentation (Anti-dilutive Shares) (Details)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Outstanding options to purchase common stock
 
 
 
 
Schedule of anti-dilutive shares excluded from computation of net loss per share
 
 
 
 
Anti-dilutive, shares
661 
918 
636 
918 
Unvested restricted stock awards
 
 
 
 
Schedule of anti-dilutive shares excluded from computation of net loss per share
 
 
 
 
Anti-dilutive, shares
99 
286 
158 
286 
Unvested restricted stock unit awards
 
 
 
 
Schedule of anti-dilutive shares excluded from computation of net loss per share
 
 
 
 
Anti-dilutive, shares
471 
862 
1,742 
862 
Employee stock purchase plan awards
 
 
 
 
Schedule of anti-dilutive shares excluded from computation of net loss per share
 
 
 
 
Anti-dilutive, shares
24 
24 
Balance Sheet Details (Schedule of Inventories, Net) (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Schedule of inventories
 
 
Raw materials and purchased parts
$ 12,518 
$ 21,126 
Work-in-process
1,096 
4,367 
Finished goods
20,107 
16,913 
Consigned finished goods
288 
28 
Reserves
(1,054)
(3,379)
Total inventories, net
$ 32,955 
$ 39,055 
Balance Sheet Details (Goodwill) (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Schedule of change in the carrying amount of goodwill
 
Balance at December 31, 2015
$ 23,635 
Foreign currency translation adjustments
305 
Goodwill related to sale of product line
(291)
Balance at June 30, 2016
$ 23,649 
Balance Sheet Details (Schedule of Accumulated Other Comprehensive Income) (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
Beginning Balance, Accumulated Other Comprehensive Income (Loss), Net of Tax
$ 4,894 
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax
872 
Other Comprehensive Income (Loss), Net of Tax
1,029 
Ending Balance, Accumulated Other Comprehensive Income (Loss), Net of Tax
5,923 
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
Beginning Balance, Accumulated Other Comprehensive Income (Loss), Net of Tax
9,933 
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax
872 
Other Comprehensive Income (Loss), Net of Tax
872 
Ending Balance, Accumulated Other Comprehensive Income (Loss), Net of Tax
10,805 
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
Beginning Balance, Accumulated Other Comprehensive Income (Loss), Net of Tax
(5,039)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax
Other Comprehensive Income (Loss), Net of Tax
157 
Ending Balance, Accumulated Other Comprehensive Income (Loss), Net of Tax
(4,882)
Selling, General and Administrative Expenses [Member]
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax
157 
Selling, General and Administrative Expenses [Member] |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax
   
Selling, General and Administrative Expenses [Member] |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax
$ 157 
Sale of Microelectronics Product Line (Details) (USD $)
3 Months Ended 6 Months Ended 3 Months Ended 0 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Microelectronics Product Line
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Apr. 27, 2016
Microelectronics Product Line
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Apr. 27, 2016
Microelectronics Product Line
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Facility
Property Subject to Operating Lease
Property Lease Guarantee
Jun. 30, 2016
Microelectronics Product Line
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Facility
Property Subject to Operating Lease
Property Lease Guarantee
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups [Line Items]
 
 
 
 
 
 
 
 
Sale of microelectronics product line, transaction purchase price
 
 
 
 
 
$ 21,000,000 
 
 
Sale of microelectronics product line, escrow holdback
 
 
 
 
 
1,500,000 
 
 
Gain on sale of product line
6,657,000 
6,657,000 
6,700,000 
 
 
 
Remaining lease term
 
 
 
 
 
 
15 months 
 
Undiscounted maximum amount under lease guarantee
 
 
 
 
 
 
 
$ 1,100,000 
Restructuring and Exit Costs (Narrative) (Details) (USD $)
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 15 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 15 Months Ended 3 Months Ended 6 Months Ended 15 Months Ended 6 Months Ended 15 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Dec. 31, 2015
2015 Consolidation of US Manufacturing Operations
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Restructuring and exit costs
Jun. 30, 2015
2015 Consolidation of US Manufacturing Operations
Restructuring and exit costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Restructuring and exit costs
Jun. 30, 2015
2015 Consolidation of US Manufacturing Operations
Restructuring and exit costs
Jun. 30, 2015
2015 Consolidation of US Manufacturing Operations
Cost of goods sold
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Cost of goods sold
Jun. 30, 2015
2015 Consolidation of US Manufacturing Operations
Cost of goods sold
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
Dec. 31, 2015
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
Jun. 30, 2015
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
sqft
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
Accounts Payable and Accrued Liabilities
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
Other Long Term Liabilities
Jun. 30, 2015
2015 Consolidation of US Manufacturing Operations
Employee Severance Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Employee Severance Costs
Jun. 30, 2015
2015 Consolidation of US Manufacturing Operations
Employee Severance Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Employee Severance Costs
Dec. 31, 2015
2015 Consolidation of US Manufacturing Operations
Employee Severance Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Other Exit Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Other Exit Costs
Dec. 31, 2015
2015 Consolidation of US Manufacturing Operations
Other Exit Costs
Restructuring Cost and Reserve [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring and exit costs
$ 109,000 
$ 2,340,000 
$ 297,000 
$ 2,340,000 
 
$ 451,000 
$ 2,800,000 
 
$ 100,000 
$ 2,300,000 
$ 300,000 
$ 2,300,000 
 
 
 
$ 100,000 
$ 86,000 
$ 1,200,000 
$ 1,300,000 
 
 
 
 
$ 67,000 
 
$ 1,200,000 
 
$ 298,000 
$ 300,000 
 
Accelerated equipment depreciation expense
 
 
 
 
 
 
600,000 
 
 
 
 
 
200,000 
100,000 
200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash payments with restructuring plan
 
 
 
 
200,000 
427,000 
1,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100,000 
194,000 
100,000 
 
 
233,000 
 
 
Square feet of manufacturing facility
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
60,000 
 
 
 
 
 
 
 
 
 
 
Amount of liability
 
 
 
 
$ 993,000 
$ 993,000 
$ 993,000 
$ 1,337,000 
 
 
 
 
 
 
 
$ 967,000 
$ 967,000 
$ 1,043,000 
$ 967,000 
 
$ 200,000 
$ 800,000 
 
$ 13,000 
 
$ 13,000 
$ 294,000 
$ 13,000 
$ 13,000 
$ 0 
Restructuring and Exit Costs (Schedule of Restructuring and Exit Costs) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 15 Months Ended 3 Months Ended 6 Months Ended 15 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 15 Months Ended 6 Months Ended 15 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Jun. 30, 2015
2015 Consolidation of US Manufacturing Operations
Employee Severance Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Employee Severance Costs
Jun. 30, 2015
2015 Consolidation of US Manufacturing Operations
Employee Severance Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Employee Severance Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
Dec. 31, 2015
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Lease Obligation Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Other Exit Costs
Jun. 30, 2016
2015 Consolidation of US Manufacturing Operations
Other Exit Costs
Restructuring Reserve [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring liability as of December 31, 2015
 
 
 
 
 
$ 1,337 
 
 
$ 294 
 
 
 
$ 1,043 
 
 
$ 0 
 
Costs incurred
109 
2,340 
297 
2,340 
 
451 
2,800 
 
67 
 
1,200 
100 
86 
1,200 
1,300 
298 
300 
Amounts paid
 
 
 
 
(200)
(427)
(1,400)
(100)
(194)
(100)
 
 
 
 
(233)
 
Accruals released
 
 
 
 
 
(154)
 
 
(154)
 
 
 
 
 
 
Other non-cash adjustments
 
 
 
 
 
(214)
 
 
 
 
 
(162)
 
 
(52)
 
Restructuring liability as of June 30, 2016
 
 
 
 
$ 993 
$ 993 
$ 993 
 
$ 13 
 
$ 13 
$ 967 
$ 967 
$ 1,043 
$ 967 
$ 13 
$ 13 
Credit Facility (Details Textual) (USD $)
6 Months Ended 6 Months Ended
Jun. 30, 2016
Vehicle Financing Agreement
Dec. 31, 2015
Vehicle Financing Agreement
Jun. 30, 2016
Vehicle Financing Agreement
Minimum
Jun. 30, 2016
Vehicle Financing Agreement
Maximum
Jun. 30, 2015
Revolving Credit Facility
LIBOR
Jun. 30, 2016
Revolving Credit Facility
East West Bank
Jun. 30, 2016
Revolving Credit Facility
East West Bank
Minimum
Jun. 30, 2016
Revolving Credit Facility
East West Bank
Maximum
Jun. 30, 2016
Revolving Credit Facility
East West Bank
Prime Rate
Minimum
Jun. 30, 2016
Revolving Credit Facility
East West Bank
Prime Rate
Maximum
Jun. 30, 2016
Revolving Credit Facility
East West Bank
LIBOR
Minimum
Jun. 30, 2016
Revolving Credit Facility
East West Bank
LIBOR
Maximum
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Revolving line of credit
 
 
 
 
 
$ 25,000,000 
 
 
 
 
 
 
Amount available under revolving line of credit
 
 
 
 
 
12,000,000 
 
 
 
 
 
 
Percentage of equity interests pledged
 
 
 
 
 
100.00% 
 
 
 
 
 
 
Credit facility interest on borrowings, percentage added to rate
 
 
 
 
2.25% 
 
 
 
0.00% 
0.50% 
2.75% 
3.25% 
Annual commitment fee amount
 
 
 
 
 
125,000 
 
 
 
 
 
 
Unused commitment fee percentage
 
 
 
 
 
 
0.30% 
0.50% 
 
 
 
 
Repayment period
3 years 
 
 
 
 
 
 
 
 
 
 
 
Interest rate percentage, minimum
 
 
1.90% 
3.90% 
 
 
 
 
 
 
 
 
Borrowings outstanding under vehicle financing agreements
$ 69,000 
$ 91,000 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurements (Details Textual) (USD $)
Dec. 31, 2015
Fair Value Measurements (Textual) [Abstract]
 
Fair value of derivative asset
$ 16,000 
Shelf Registration Statement (Details Textual) (USD $)
Share data in Millions, except Per Share data, unless otherwise specified
6 Months Ended 0 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 3, 2014
Jun. 11, 2015
Cowen and Company
Equity Offering Sales Agreement under Shelf Registration Statement
Apr. 23, 2015
Cowen and Company
Equity Offering Sales Agreement under Shelf Registration Statement
Jun. 11, 2015
Cowen and Company
Equity Offering Sales Agreement under Shelf Registration Statement
Stock Offering (Textual) [Abstract]
 
 
 
 
 
 
Aggregate value of securities permitted for issuance (up to $125 million)
 
 
$ 125,000,000 
 
 
 
Number of shares the Company may sell per equity offering sales agreement (up to $10 million)
 
 
 
 
10,000,000 
 
Percentage commission of gross proceeds
 
 
 
 
3.00% 
 
Amount of common stock sold
 
 
 
10,000,000 
 
 
Common stock, shares issued
 
 
 
1.83 
 
 
Average share price
 
 
 
 
 
$ 5.46 
Proceeds from sale of common stock, net of offering costs
9,594,000 
 
9,600,000 
 
 
Commissions and offering costs
 
 
 
$ 400,000 
 
 
Foreign Currency Derivative Instruments (Schedule of Gains and Losses on Foreign Currency Forward Contracts) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Schedule of gains (losses) on foreign currency forward contracts
 
 
 
 
Net gains (loss) on foreign currency forward contracts
$ (73)
$ 1,636 
$ (88)
$ 2,399 
Foreign Currency Derivative Instruments (Schedule of Gain and Losses on Underlying Assets and Liabilities) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Schedule of foreign currency gains and losses on underlying assets and liabilities
 
 
 
 
Net gains (loss) on foreign currency forward contracts were partially offset on assets and liabilities
$ (19)
$ (1,721)
$ (37)
$ (2,812)
Foreign Currency Derivative Instruments (Schedule of Derivatives: Gross, Offset and Net) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
 
Gross amounts of recognized asset
$ 66 
Gross amounts offset
(50)
Net amount of recognized asset
$ 16 
Stock Plans (Details Textual) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2016
share_based_compensation_plan
Jun. 30, 2015
Jun. 30, 2016
share_based_compensation_plan
Jun. 30, 2015
Stock Plans (Textual) [Abstract]
 
 
 
 
Stock-based compensation plans
 
 
Stock options granted during the period
 
33,546 
263,203 
Average grant date fair value per share
 
$ 2.74 
 
$ 3.56 
Stock-based compensation expense
$ 1,459,000 
$ 1,011,000 
$ 2,662,000 
$ 1,850,000 
Stock options
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Stock-based compensation expense
4,000 
57,000 
85,000 
80,000 
Restricted stock awards
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Stock-based compensation expense
300,000 
500,000 
9,000 
1,000,000 
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
745,000 
370,000 
1,481,000 
674,000 
Restricted stock unit vesting period (in years)
 
 
4 years 
 
Number of unrestricted share of common stock to be received upon vesting
 
 
 
Restricted stock units, granted
152,417 
98,149 
1,187,631 
768,095 
Restricted stock unit awards |
Service-based
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Stock-based compensation expense
536,000 
363,000 
1,069,000 
575,000 
Restricted stock units, granted
122,085 
74,275 
854,912 
553,264 
Weighted average grant date fair value per share
$ 5.10 
$ 6.00 
$ 5.59 
$ 7.14 
Performance restricted stock unit awards
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Restricted stock units, granted
30,332 
23,874 
332,719 
214,831 
Weighted average grant date fair value per share
$ 7.08 
$ 6.03 
$ 7.50 
$ 7.19 
Performance restricted stock unit awards |
Market-condition
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Stock-based compensation expense
180,000 
34,000 
371,000 
67,000 
Restricted stock units, granted
30,332 
 
286,495 
 
Performance restricted stock unit awards |
Performance Period 1
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Performance periods
 
 
1 year 
 
Performance restricted stock unit awards |
Performance Period 2
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Performance periods
 
 
2 years 
 
Performance restricted stock unit awards |
Performance Period 3
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Performance periods
 
 
3 years 
 
Employee stock purchase plan
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Stock-based compensation expense
54,000 
57,000 
135,000 
140,000 
Weighted average grant date fair value per share
 
 
$ 2.27 
$ 5.97 
Discount rate from market value on offering date
 
 
85.00% 
 
Offering period
 
 
6 months 
 
Bonus stock award
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Stock-based compensation expense
$ 300,000 
 
$ 900,000 
 
Maximum |
Performance restricted stock unit awards |
Market-condition
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Potential vesting percentages
 
 
200.00% 
 
Minimum |
Performance restricted stock unit awards |
Market-condition
 
 
 
 
Stock Plans (Textual) [Abstract]
 
 
 
 
Potential vesting percentages
 
 
0.00% 
 
Stock Plans (Stock Option Fair Value Assumptions) (Details) (Stock options)
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2015
Stock options
 
 
Schedule of fair value assumptions
 
 
Expected dividend yield
0.00% 
0.00% 
Expected volatility
60.00% 
60.00% 
Risk-free interest rate
1.55% 
1.58% 
Expected term (in years)
5 years 
5 years 
Stock Plans (Market-condition Awards Fair Value Assumptions) (Details) (Market-condition, Performance restricted stock unit awards)
6 Months Ended
Jun. 30, 2016
Market-condition |
Performance restricted stock unit awards
 
Schedule of fair value assumptions
 
Expected dividend yield
0.00% 
Expected volatility
62.00% 
Risk-free interest rate
1.07% 
Expected term (in years)
3 years 
Stock Plans Stock Plans (Schedule of RSU Expense by Vesting Type) (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
$ 1,459,000 
$ 1,011,000 
$ 2,662,000 
$ 1,850,000 
Restricted stock unit awards
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
745,000 
370,000 
1,481,000 
674,000 
Restricted stock unit awards |
Service-based
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
536,000 
363,000 
1,069,000 
575,000 
Performance restricted stock unit awards |
Performance-based objectives
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
29,000 
(27,000)
41,000 
32,000 
Performance restricted stock unit awards |
Market-condition
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
$ 180,000 
$ 34,000 
$ 371,000 
$ 67,000 
Stock Plans (Employee Stock Purchase Plan Fair Value Assumptions) (Details) (Employee stock purchase plan, USD $)
6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Employee stock purchase plan
 
 
Schedule of fair value assumptions
 
 
Expected dividend yield
0.00% 
0.00% 
Expected volatility
60.00% 
54.00% 
Risk-free interest rate
0.49% 
0.11% 
Expected term (in years)
6 months 
6 months 
Fair value per share
$ 2.27 
$ 5.97 
Stock Plans (Allocation of Stock-Based Compensation Expense) (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Stock-based compensation expense
$ 1,459,000 
$ 1,011,000 
$ 2,662,000 
$ 1,850,000 
Cost of revenue
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Stock-based compensation expense
262,000 
147,000 
497,000 
353,000 
Selling, general and administrative
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Stock-based compensation expense
966,000 
657,000 
1,637,000 
1,023,000 
Research and development
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Stock-based compensation expense
$ 231,000 
$ 207,000 
$ 528,000 
$ 474,000 
Defined Benefit Plan (Schedule of Net Periodic Pension Cost (Benefit))(Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Schedule of net periodic pension cost (benefit)
 
 
 
 
Service cost
$ 297 
$ 245 
$ 587 
$ 487 
Interest cost
62 
85 
123 
169 
Expected return on plan assets
(298)
(396)
(589)
(788)
Prior service cost amortization
38 
36 
75 
71 
Deferred loss amortization
62 
11 
122 
22 
Net periodic pension cost (benefit)
$ 161 
$ (19)
$ 318 
$ (39)
Defined Benefit Plan (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Defined Benefit Plan (Textual) [Abstract]
 
 
 
Employer contributions
$ 0.2 
 
$ 0.3 
Additional employer contributions, expected to be paid during the remainder of fiscal year
 
$ 0.2