Maxwell Reports Third Quarter 2017 Results

SAN DIEGO, Nov. 8, 2017 /PRNewswire/ -- Maxwell Technologies, Inc. (NASDAQ: MXWL) today reported financial results for the three months ended September 30, 2017. Total revenues for the third quarter of 2017 were $35.8 million, compared with $37.1 million for the second quarter of 2017 and $25.5 million for the prior year quarter. Net loss for the third quarter of 2017 was $13.9 million, compared with a net loss of $10.1 million for the second quarter of 2017 and a net loss of $6.9 million for the prior year quarter. The Company reported $(2.1) million of adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) for the third quarter of 2017, compared with $(1.8) million for the second quarter of 2017 and $(2.3) million for the prior year quarter. Non-GAAP net loss for the third quarter of 2017 was $4.9 million, compared with a non-GAAP net loss of $5.5 million for the second quarter of 2017 and $5.6 million for the prior year quarter. Non-GAAP financial measures are described and defined later in this release.

"We have been focused on intersecting three disruptive megatrends in the automotive and grid markets that we expect will accelerate future growth. We expect those megatrends - renewable power generation, vehicle electrification and the battery electric vehicle revolution - to drive unprecedented growth in these markets, which are at the center of our strategy, and for the technologies in our portfolio. With $43 million in net cash recently raised, we are optimistic that we are now sufficiently capitalized to seize this considerable opportunity," said Dr. Franz Fink, Maxwell's President and Chief Executive Officer. "At the same time, we are very focused on continuing to cement our foundation through improving operational efficiencies, developing cutting-edge technology platforms, optimizing our product portfolio and achieving profitability to create the runway to capitalize on the aforementioned opportunities."


    Financial Results and Operating Metrics (1)



    (Unaudited; in thousands, except for per share amounts)


                                                                                   Three Months Ended                                                          Nine Months Ended

                                                         September 30,                June 30,                September 30,               September 30,               September 30,
                                                                  2017                      2017                         2016                         2017                         2016
                                                                  ----                      ----                         ----                         ----                         ----

    Total revenue                                                          $35,816                                               $37,103                                                 $25,506            $99,605       $94,844

    Ultracapacitor revenue                                                 $27,564                                               $25,079                                                 $14,017            $66,877       $58,761

    High-Voltage revenue                                                    $8,252                                               $12,024                                                 $11,489            $32,728       $31,507

    Microelectronics revenue                                         $           -                                        $           -                                           $          -       $         -       $4,576

    Gross margin                                                 20.6%                                21.1%                                       29.9%                                  21.5%   28.7%

    Non-GAAP gross margin                                        22.5%                                22.7%                                       30.5%                                  23.0%   29.6%

    Loss from operations                                                 $(13,260)                                             $(8,673)                                               $(5,939)         $(30,965)    $(15,991)

    Non-GAAP loss from operations                                         $(4,356)                                             $(4,037)                                               $(4,730)         $(14,435)    $(11,571)

    Interest expense, net                                                     $152                                                   $97                                                     $48               $312          $179

    Non-GAAP interest expense, net                                            $128                                                   $97                                                     $48               $288          $179

    Net loss                                                             $(13,860)                                            $(10,118)                                               $(6,855)         $(34,377)    $(11,536)

    Net loss per share

    Basic and diluted                                                      $(0.37)                                              $(0.28)                                                $(0.21)           $(0.98)      $(0.36)

    Adjusted EBITDA                                                       $(2,125)                                             $(1,778)                                               $(2,280)          $(7,797)     $(4,280)

    Non-GAAP net loss                                                     $(4,932)                                             $(5,482)                                               $(5,646)         $(17,823)    $(14,013)

    Non-GAAP net loss per share

    Basic and diluted                                                      $(0.13)                                              $(0.15)                                                $(0.18)           $(0.51)      $(0.44)

    Net cash used in operating
     activities                                                           $(2,274)                                             $(2,677)                                               $(6,995)          $(8,776)    $(13,983)

    Cash purchases of property and
     equipment                                                              $1,255                                                $1,115                                                  $1,060             $3,315        $4,689

    Cash, cash equivalents and
     restricted cash                                                       $52,852                                               $19,181                                                 $27,902            $52,852       $27,902


    (1) For a reconciliation of non-GAAP financial measures, please refer to the section entitled "Reconciliation of GAAP to Non-GAAP Financial Measures" included at the end of this release.

Discussion of Financial Results for the Quarter

Please note that Nesscap is included in all results and outlook beginning May 1, 2017.

Revenue and Gross Margin

    --  Total revenue for the third quarter of 2017 was $35.8 million, compared
        with $37.1 million for the second quarter of 2017, driven by seasonal
        softness in high-voltage offset by strong ultracapacitor revenue in the
        wind market. Ultracapacitor revenue for the third quarter of 2017 was
        $27.6 million, compared with $25.1 million for the second quarter of
        2017. High-voltage revenue was $8.3 million for the third quarter of
        2017, compared with $12.0 million for the second quarter of 2017.
    --  Gross margin for the third quarter of 2017 was 20.6% compared with 21.1%
        in the second quarter of 2017, driven by stronger ultracapacitor sales,
        which generally have lower gross margins than the corporate average, and
        softer high-voltage sales, which generally have higher gross margins
        than the corporate average.
    --  Non-GAAP gross margin for the third quarter of 2017 was 22.5% compared
        with 22.7% in the second quarter of 2017 and excludes acquisition
        related intangibles amortization and inventory step-up expense as well
        as stock-based compensation expense.

Operating Expense, Interest Expense, Net Loss & Adjusted EBITDA

    --  Operating expense for the third quarter of 2017 was $20.7 million,
        compared with $16.5 million for the second quarter of 2017. The
        quarter-over-quarter increase was driven by restructuring charges
        associated with the early execution of an organizational optimization
        following the Nesscap acquisition and costs related to certain legal
        matters, including an amended agreement with Viex, a settlement with the
        SEC and fees associated with an investment agreement with SDIC that were
        previously capitalized.
    --  Non-GAAP operating expense for the third quarter of 2017 was $12.4
        million compared with $12.5 million for the second quarter of 2017 and
        excludes stock-based compensation, amortization of intangibles,
        acquisition related expenses, restructuring charges and other
        non-recurring legal and settlement costs, including, as noted above, the
        Viex amendment, the SEC settlement and fees associated with the SDIC
        agreement.
    --  Net interest expense for the third quarter of 2017 was $152,000 and
        includes the coupon interest for the last 6 days of the quarter from the
        convertible notes issued on September 25, 2017 and non-cash interest for
        amortization of debt issuance costs and discounts.
    --  Non-GAAP interest expense for the third quarter of 2017 was $128,000,
        which excludes the non-cash interest mentioned above.
    --  Net loss for the third quarter of 2017 was $13.9 million, or $(0.37) per
        share, compared with a net loss of $10.1 million, or $(0.28) per share,
        for the second quarter of 2017.
    --  Non-GAAP net loss for the third quarter of 2017 was $4.9 million
        compared with a non-GAAP net loss of $5.5 million for the second quarter
        of 2017.
    --  Adjusted EBITDA for the third quarter of 2017 was $(2.1) million,
        compared with $(1.8) million for the second quarter of 2017.

Capital Expenditures

    --  Capital expenditures during the third quarter of 2017 were $1.3 million,
        compared with $1.1 million for the second quarter of 2017. Capital
        expenditures in the third quarter were primarily related to investments
        in the Korea manufacturing facility, Switzerland facility and equipment
        upgrades and dry battery electrode spending.

Strategic Business & Operational Highlights

    --  Maxwell issued $46 million aggregate principal of convertible senior
        notes in a private offering to qualified institutional buyers. The
        initial $40 million was issued on September 25th and the exercise of the
        full $6 million over-allotment was issued on October 11th (collectively
        the "Notes"). The Notes bear interest at a fixed rate of 5.5%, paid
        semi-annually in arrears on March 15th and September 15th, beginning
        March 15, 2018 and mature on September 15, 2022, unless earlier
        purchased, redeemed or converted. The conversion rate is approximately
        157.51 shares of Maxwell common stock per $1000 principal amount of
        Notes, equivalent to an initial conversion price of $6.35 per share. The
        Notes are convertible by noteholders under certain conditions until June
        2022, and then convertible after June 2022 without restriction. Maxwell
        can convert the Notes after September 2020 under certain conditions if
        Maxwell's stock trades above 130% of the conversion price. Maxwell
        received approximately $43 million net cash, including debt discount and
        offering costs. In conjunction with this issuance, the Company's
        previous agreement with SDIC was terminated.
    --  Maxwell recently made an offer of settlement with the Securities and
        Exchange Commission ("SEC") to resolve 2011 and 2012 financial
        restatement matters for a settlement fee of $2.8 million. While the
        Company's settlement offer remains subject to review by the SEC
        Commissioners, the proposed settlement would be entered into by the
        Company without admitting or denying the SEC's findings and would
        resolve alleged violations of certain anti-fraud and books and records
        provisions of the federal securities laws and related rules, thereby
        concluding the investigation. Under the terms of the proposed
        settlement, Maxwell would pay $2.8 million in a civil penalty and agree
        not to commit or cause any violations of certain anti-fraud and books
        and records provisions of the federal securities laws and related rules.
        The full amount of the settlement fee is anticipated to be payable by
        Maxwell in full once the definitive settlement agreement has been
        approved and finalized.

Business Outlook

    --  Total revenue for the fourth quarter of 2017 is expected to be in the
        range of $31 million to $33 million.
    --  Gross margin for the fourth quarter of 2017 is expected to be 26%, plus
        or minus 150 basis points.
    --  Non-GAAP gross margin for the fourth quarter of 2017 is expected to be
        in the range of 26% to 29%.
    --  GAAP operating expense for the fourth quarter of 2017 is expected to be
        in the range of $14.4 million to $14.8 million.
    --  Non-GAAP operating expense for the fourth quarter of 2017 is expected to
        be in the range of $11.9 million to $12.3 million.

The Company has reconciled expected GAAP and non-GAAP gross margin, operating expenses, adjusted EBITDA, net loss and net loss per share at the midpoint of expectations. However, the Company is not able to estimate additional potentially excluded and reconciling amounts due to the substantial uncertainties involved. The effect of these excluded items may be significant. The reconciliation of GAAP and non-GAAP fourth quarter outlook is as follows (in millions, except for percentages and per share data):


                               Projected at Midpoint                                                                                                       Projected at
                                    of Guidance                                                                                                              Midpoint of
                                                                                                                                                               Guidance
                              ---------------------                                                                                                       -------------

                                Three Months Ended                                                                                                     Three Months Ended

                                 December 31, 2017                                                                                                     December 31, 2017
                                 -----------------                                                                                                     -----------------

    Gross Margin
     Reconciliation:                                         Total Operating Expenses Reconciliation:
    ----------------                                         ----------------------------------------

    GAAP gross margin                          26.0%                          GAAP total operating expenses                                                                    $14.6

    Stock-based compensation
     expense                                    0.9%                          Stock-based compensation expense                                                        (2.0)

    Acquisition related
     expense (1)                                0.6%                          Acquisition related expense (1)                                                         (0.4)

    Non-GAAP gross margin                      27.5%                          SEC and FCPA legal and settlement costs                                                 (0.1)
                                                ====                                                                                                                    ----

                                                             Non-GAAP total operating expenses                                                                               $12.1
                                                                                                                                                                             =====

    Net Loss Reconciliation:
    ------------------------

    GAAP net loss                                     $(7.5)                                                          Adjusted EBITDA Reconciliation:
                                                                                                                      -------------------------------

    Stock-based compensation
     expense                                     2.3                           GAAP net loss                                                                                   $(7.5)

    Non-cash interest expense                    0.4                           Non-cash interest expense                                                                 0.4

    Acquisition related                          0.6                            Interest, taxes, depreciation,
     expense (1)                                                               amortization                                                                             3.5
                                                                                                                                                                        ---

    SEC and FCPA legal and
     settlement costs                            0.1                           EBITDA                                                                                  (3.6)
                                                 ---

    Non-GAAP net loss                                 $(4.1)                                                          Stock-based compensation expense                           2.3
                                                       =====

                                                             Acquisition related expense (1)                                                                          0.1

    Net Loss per Share
     Reconciliation:                                         SEC and FCPA legal and settlement costs                                                                  0.1
    ------------------                                                                                                                                                ---

    GAAP net loss per diluted
     share                                           $(0.20)                                                          Adjusted EBITDA                                                 $(1.1)
                                                                                                                                                                                       =====

    Expenses excluded from
     GAAP                                       0.09

    Non-GAAP net loss per
     diluted share                                   $(0.11)
                                                      ======

    ___________________

             (1)    Acquisition related expense is
                     partially recorded in operating
                     expenses and partially recorded
                     in cost of revenue.

Webcast Information

As previously announced, Maxwell management will host a live webcast at approximately 5:00 p.m. EST / 2:00 p.m. PST today to discuss these results. Other forward-looking and material information may also be discussed during this call.

The call may be accessed by dialing toll-free, (833) 286-5806 from the U.S. or (647) 689-4451 for international callers, and entering the conference ID, MAXWELL.

More information about this event including a live webcast and other supporting materials may be accessed by visiting http://investors.maxwell.com.

A replay of the conference call will be available for a limited time by visiting http://investors.maxwell.com.

About Maxwell

Maxwell is a global leader in the development and manufacture of innovative, cost-effective energy storage and power delivery solutions. Our ultracapacitor products provide safe and reliable power solutions for applications in consumer and industrial electronics, transportation, renewable energy and information technology. Our CONDIS® high-voltage grading and coupling capacitors help to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy. For more information, visit www.maxwell.com.

Notes Regarding Non-GAAP Financial Measures

The Company uses non-GAAP financial measures for internal evaluation and to report the results of its business. Information presented in this press release and in the attached financial tables includes financial information prepared in accordance with generally accepted accounting principles in the U.S., or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial measure, within the meaning of Item 10 of Regulation S-K promulgated by the Securities and Exchange Commission (SEC), is a numerical measure of a company's financial performance or cash flows that (a) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, which are included in the most directly comparable measure calculated and presented in accordance with GAAP in the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of comprehensive income (loss) or condensed consolidated statements of cash flows; or (b) includes amounts, or is subject to adjustments that have the effect of including amounts, which are excluded from the most directly comparable measure so calculated and presented.

The Company uses the following non-GAAP financial measures in this release, in its earnings conference call and in its on-going evaluation of the business: (a) non-GAAP gross profit; (b) non-GAAP operating expense; (c) non-GAAP income (loss) from operations; (d) EBITDA; (e) adjusted EBITDA; (f) non-GAAP net income (loss); (g) non-GAAP net income (loss) per diluted share and (h) non-GAAP gross margin.

The definitions of non-GAAP financial measures used in this news release are presented below:

    --  Non-GAAP gross margin and non-GAAP gross profit exclude the effect of
        stock-based compensation, amortization of intangibles, accelerated
        depreciation and acquisition related expense.
    --  Non-GAAP operating expense excludes the effect of stock-based
        compensation, amortization of intangible assets, restructuring and
        related costs, strategic equity transaction costs, acquisition related
        expense, shareholder advisement and settlement costs, release of tax
        liability and SEC and FCPA legal and settlement costs.
    --  Non-GAAP loss from operations excludes the effect of accelerated
        depreciation, stock-based compensation, amortization of intangible
        assets, restructuring and related costs, strategic equity transaction
        costs, acquisition related expense, shareholder advisement and
        settlement costs, release of tax liability and SEC and FCPA legal and
        settlement costs.
    --  Adjusted EBITDA excludes the effect of foreign currency exchange loss,
        other income, stock-based compensation, restructuring and related costs,
        strategic equity transaction costs, acquisition related expense,
        shareholder advisement and settlement costs, release of tax liability,
        gain on sale of product line and SEC and FCPA legal and settlement
        costs.
    --  Non-GAAP net loss and non-GAAP net loss per share exclude the effect of
        accelerated depreciation, stock-based compensation, amortization of
        intangible assets, non-cash interest expense, restructuring and related
        costs, strategic equity transaction costs, acquisition related expense,
        shareholder advisement and settlement costs, release of tax liability,
        gain on sale of product line and SEC and FCPA legal and settlement
        costs.

The Company believes that these measures provide useful information to its management, board of directors and investors about its operating activities and business trends related to its financial condition and results of operations.

In addition, the Company's management and board of directors use these non-GAAP financial measures in developing operating budgets and in reviewing the Company's results of operations, as non-cash items, non-recurring items and items unrelated to ongoing operating results have limited impact on current and future operating decisions. Additionally, the Company believes that inclusion of non-GAAP financial measures provides consistency and comparability with its past reports of financial results. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. These measures are intended to supplement GAAP financial information, and may be computed differently from non-GAAP financial measures used by other companies. However, investors should be aware that non-GAAP measures have inherent limitations and should be read in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP.

The Company's non-GAAP financial measures included in this news release exclude the following non-cash items, non-recurring items or items unrelated to its ongoing operating results, as applicable:

    --  Stock-based compensation expense consisting of non-cash charges for
        stock options, restricted stock awards, restricted stock units, employee
        stock purchase plan awards and bonuses and director's fees expected to
        be settled with the Company's fully vested common stock.
    --  Amortization of intangibles consisting of non-cash amortization of
        purchased intangibles acquired in connection with the Company's
        acquisition of the operating subsidiaries of Nesscap Energy, Inc.
    --  Non-cash interest expense consisting of amortization of convertible debt
        discounts and amortization of convertible debt transaction costs.
    --  Gain on sale of product line consisting of the gain recorded in
        connection with the sale of the Company's microelectronics product line.
    --  Release of tax liability consisting of a foreign tax liability that was
        released without payment due to the lapse of a statute of limitation.
    --  Restructuring and related costs including restructuring and exit costs
        incurred in connection with the Company's restructuring plans,
        disposition transaction costs consisting of legal fees and other
        expenses incurred in connection with the sale of the microelectronics
        product line and executive transition costs representing recruiting and
        other expenses incurred in relation to the resignation and hiring of
        certain executive officers.
    --  Accelerated depreciation charges representing the adjustment of the
        remaining useful life for certain manufacturing equipment in connection
        with the Company's restructuring plan.
    --  Strategic equity transaction costs consisting of expenses incurred in
        connection with the Company's strategic equity investment agreement with
        China's SDIC Fund which was terminated in the third quarter of 2017.
    --  Acquisition related expense consisting of costs incurred in connection
        with the Company's acquisition of the operating subsidiaries of Nesscap
        Energy, Inc. which include transaction and integration expenses as well
        as the fair value adjustment for acquired inventory recorded in cost of
        revenue.
    --  Shareholder advisement and settlement costs which represent external
        advisor expenses incurred in connection with preparing for the Company's
        2016 and 2017 shareholder proxy and annual meeting and shareholder
        settlement costs.
    --  SEC and FCPA legal and settlement costs which represent external legal
        expenses and settlement expenses related to the U.S. Securities and
        Exchange Commission's investigation of the facts and circumstances
        surrounding the restatement of the Company's financial statements for
        the fiscal years 2011 and 2012, as well as for ongoing legal matters
        related to previous Foreign Corrupt Practices Act (FCPA) violations.

Reconciliations of non-GAAP financial measures used in this release to the most directly comparable GAAP financial measures can be found in the section entitled "Reconciliation of GAAP to Non-GAAP Financial Measures" included toward the end of this release.

Forward-Looking Statements

Statements in this news release that are "forward-looking statements" are based on current expectations and assumptions that are subject to risks and uncertainties and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and contingencies include, but are not limited to, the following:

    --  Dependence upon the sale of products to a small number of vertical
        markets, many of which are dependent on government funding or government
        subsidies which may or may not continue in the future;
    --  Uncertainties related to the global geopolitical landscape and the
        recent elections in the United States;
    --  Risks related to acquisitions and potential for unsuccessful integration
        of acquired businesses;
    --  Risk that our restructuring efforts may not be successful and that we
        may not be able to realize the anticipated cost savings and other
        benefits;
    --  Our ability to obtain sufficient capital to meet our operating or other
        needs;
    --  Our ability to manage our liabilities;
    --  Our ability to service our debt;
    --  Risks related to the triggering of the conditional conversion feature in
        our senior notes;
    --  Downward pressures on product pricing from increased competition and
        potential shifts in sales mix with respect to low margin and high margin
        business;
    --  Our ability to manage and minimize the impact of unfavorable legal
        proceedings;
    --  Risk that activist stockholders attempt to effect changes to our company
        which could adversely affect our corporate governance;
    --  Risks related to our international operations including, but not limited
        to, our ability to adequately comply with the changing rules and
        regulations in countries where our business is conducted, our ability to
        oversee and control our foreign subsidiaries and their operations, our
        ability to effectively manage foreign currency exchange rate
        fluctuations arising from our international operations, and our ability
        to continue to comply with the U.S. Foreign Corrupt Practices Act as
        well as the anti-bribery laws of foreign jurisdictions;
    --  Dependence upon the sale of products into Asia and Europe, where
        macroeconomic factors outside our control may adversely affect our
        sales;
    --  Our ability to remain competitive and stimulate customer demand through
        successful introduction of new products, and to educate our prospective
        customers on the products we offer;
    --  Successful acquisition, development and retention of key personnel;
    --  Our ability to effectively manage our reliance upon certain suppliers of
        key component parts, specialty equipment and logistical services;
    --  Our ability to manage product quality problems;
    --  Our ability to protect our intellectual property rights and to defend
        claims against us;
    --  Our ability to effectively identify, enter into, manage and benefit from
        strategic alliances;
    --  Occurrence of a catastrophic event at any of our facilities;
    --  Occurrence of a technology systems failure, network disruption, or
        breach in data security; and
    --  Our ability to match production volume to actual customer demand.

For further information regarding risks and uncertainties associated with Maxwell's business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of our SEC filings, including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of these documents may be obtained by contacting Maxwell's investor relations department at (858) 503-3368, or at our investor relations website: investors.maxwell.com. All information in this release is as of November 8, 2017. The Company undertakes no duty to update any forward-looking statement to reflect actual results or changes in the Company's expectations.

Investor Contact: Soohwan Kim, CFA, The Blueshirt Group, +1 (858) 503-3368, ir@maxwell.com

Media Contact: Sylvie Tse, Metis Communications, +1 (617) 236-0500, maxwell@metiscomm.com


                                                                                                    MAXWELL TECHNOLOGIES, INC.

                                                                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                              (in thousands, except per share data)

                                                                                                           (Unaudited)


                                                                  Three Months Ended                                                      Nine Months Ended

                                           September 30,             June 30,                September 30,               September 30,           September 30,
                                                    2017                   2017                         2016                         2017                     2016
                                                    ----                   ----                         ----                         ----                     ----

    Revenue                                                $35,816                                              $37,103                                             $25,506                 $99,605       $94,844

    Cost of revenue                               28,420                             29,276                                       17,878                              78,191      67,582
                                                  ------                             ------                                       ------                              ------      ------

    Gross profit                                   7,396                              7,827                                        7,628                              21,414      27,262

    Operating expenses:

    Selling, general and administrative           14,514                             12,070                                        8,374                              36,124      26,695

    Research and development                       4,891                              4,430                                        5,038                              14,007      16,106

    Restructuring and exit costs                   1,251                                  -                                           -                              2,248         297

    Impairment of assets                               -                                 -                                         155                                   -        155
                                                     ---                               ---                                         ---                                 ---        ---

    Total operating expenses                      20,656                             16,500                                       13,567                              52,379      43,253
                                                  ------                             ------                                       ------                              ------      ------

    Loss from operations                        (13,260)                           (8,673)                                     (5,939)                           (30,965)    (15,991)

    Gain on sale of product line                       -                                 -                                           -                                  -    (6,657)

    Interest expense, net                            152                                 97                                           48                                 312         179

    Other income                                    (14)                              (52)                                         (5)                               (67)      (136)

    Foreign currency exchange (gain) loss,
     net                                            (65)                                18                                           49                                  50         252
                                                     ---                                                                            ---                                 ---         ---

    Loss before income taxes                    (13,333)                           (8,736)                                     (6,031)                           (31,260)     (9,629)

    Income tax provision                             527                              1,382                                          824                               3,117       1,907

    Net loss                                             $(13,860)                                           $(10,118)                                           $(6,855)              $(34,377)    $(11,536)
                                                          ========                                             ========                                             =======                ========      ========

    Net loss per common share:

    Basic and diluted                                      $(0.37)                                             $(0.28)                                            $(0.21)                $(0.98)      $(0.36)

    Weighted average common shares
     outstanding:

    Basic and diluted                             37,008                             35,526                                       31,989                              34,929      31,828


                                                   MAXWELL TECHNOLOGIES, INC.

                                             CONDENSED CONSOLIDATED BALANCE SHEETS

                                             (in thousands, except per share data)

                                                          (Unaudited)


                                                          September 30,             December 31, 2016
                                                                   2017
                                                                   ----

    ASSETS

    Current assets:

    Cash and cash equivalents                                               $52,852                               $25,359

    Trade and other accounts receivable, net                     27,142                                   20,441

    Inventories, net                                             31,599                                   32,248

    Prepaid expenses and other current
     assets                                                       3,336                                    4,407
                                                                  -----

    Total current assets                                        114,929                                   82,455

    Property and equipment, net                                  26,069                                   26,120

    Intangible assets, net                                       11,147                                        -

    Goodwill                                                     35,188                                   22,799

    Pension asset                                                 9,605                                    8,887

    Other non-current assets                                        883                                      613

    Total assets                                                           $197,821                              $140,874
                                                                           ========                              ========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Accounts payable and accrued liabilities                                $29,580                               $19,181

    Accrued employee compensation                                 8,865                                    6,152

    Deferred revenue and customer deposits                        6,236                                    3,967

    Short-term borrowings and current
     portion of long-term debt                                       33                                       40
                                                                    ---                                      ---

    Total current liabilities                                    44,714                                   29,340

    Deferred tax liability, long-term                             7,965                                    8,580

    Long-term debt, excluding current
     portion                                                     30,171                                       43

    Defined benefit plan liability                                3,462                                        -

    Other long-term liabilities                                   3,004                                    2,089

    Total liabilities                                            89,316                                   40,052
                                                                 ------                                   ------

    Stockholders' equity:

    Common stock, $0.10 par value per share,
     80,000,000 shares authorized at
     September 30, 2017 and December 31,
     2016; 37,075,764 and 32,135,029 shares
     issued and outstanding at September 30,
     2017 and December 31, 2016,
     respectively                                                 3,705                                    3,210

    Additional paid-in capital                                  334,593                                  296,316

    Accumulated deficit                                       (238,481)                               (204,104)

    Accumulated other comprehensive income                        8,688                                    5,400
                                                                  -----                                    -----

    Total stockholders' equity                                  108,505                                  100,822

    Total liabilities and stockholders'
     equity                                                                $197,821                              $140,874
                                                                           ========                              ========


                                                                                                   MAXWELL TECHNOLOGIES, INC.

                                                                                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                        (in thousands, except per share data) (Unaudited)


                                                                 Three Months Ended                                                       Nine Months Ended

                                          September 30,             June 30,                September 30,               September 30,            September 30,
                                                   2017                   2017                         2016                         2017                      2016
                                                   ----                   ----                         ----                         ----                      ----

    OPERATING ACTIVITIES:

    Net loss                                            $(13,860)                                           $(10,118)                                            $(6,855)               $(34,377)    $(11,536)

    Adjustments to reconcile net loss to
     net cash used in operating
     activities:

    Depreciation                                  2,231                              2,259                                        2,450                                6,638        7,416

    Amortization of intangible assets               300                                202                                            -                                 502            -

    Non-cash interest expense                        24                                  -                                           -                                  24            -

    Loss on lease due to restructuring              179                                  -                                           -                                 179           87

    Pension and defined benefit plan cost           243                                191                                          161                                  520          479

    Stock-based compensation expense              2,755                              2,254                                        1,097                                6,547        3,759

    Gain on sale of property and
     equipment                                     (20)                                 -                                           -                                (20)       (131)

    Impairment of property and equipment              -                                 -                                         155                                    -         155

    Gain on sale of product line                      -                                 -                                           -                                   -     (6,657)

    Unrealized (gain) loss on foreign
     currency exchange rates                         14                               (48)                                           6                                  (8)          45

    Release of tax liability                          -                                 -                                           -                                   -     (1,518)

    Provision for losses on accounts
     receivable                                       2                                  2                                         (11)                                   4           56

    Provision for losses on inventory               841                                811                                           87                                1,669          226

    Provision for warranties                        396                                 20                                          137                                  605          444

    Changes in operating assets and
     liabilities:

    Trade and other accounts receivable           3,097                            (3,319)                                       5,320                              (3,654)      20,151

    Inventories                                 (2,431)                             4,135                                      (2,023)                               3,626      (7,209)

    Prepaid expenses and other assets               744                              (146)                                       (660)                                 145      (1,288)

    Pension asset                                 (197)                             (150)                                       (144)                               (502)       (441)

    Accounts payable and accrued
     liabilities                                  2,579                              3,143                                      (5,985)                               7,293     (16,704)

    Deferred revenue and customer
     deposits                                       466                            (1,275)                                       (238)                               1,817           11

    Accrued employee compensation                   950                              (545)                                       (467)                               1,190        (962)

    Deferred tax liability                        (791)                                19                                          123                                (981)         113

    Other long-term liabilities                     204                              (112)                                       (148)                                   7        (479)
                                                    ---

    Net cash used in operating activities       (2,274)                           (2,677)                                     (6,995)                             (8,776)    (13,983)
                                                 ------                             ------                                       ------                               ------      -------

    INVESTING ACTIVITIES:

    Purchases of property and equipment         (1,255)                           (1,115)                                     (1,060)                             (3,315)     (4,689)

    Proceeds from sale of property and
     equipment                                       20                                  -                                           -                                  20          133

    Cash used in acquisition, net of cash
     acquired                                         -                              (97)                                           -                                (97)           -

    Proceeds from sale of product line                -                             1,500                                            -                               1,500       20,486
                                                    ---

    Net cash provided by (used in)
     investing activities                       (1,235)                               288                                      (1,060)                             (1,892)      15,930
                                                 ------                                ---                                       ------                               ------       ------

    FINANCING ACTIVITIES:

    Principal payments on long-term debt
     and short-term borrowings                      (7)                               (7)                                        (12)                                (24)        (33)

    Proceeds from long-term debt and
     short-term borrowings, net of
     discount and issuance costs                 37,333                                  -                                           -                              37,333            -

    Proceeds from issuance of common
     stock under equity compensation
     plans                                          (1)                               194                                            5                                  193          618
                                                    ---

    Net cash provided by (used in)
     financing activities                        37,325                                187                                          (7)                              37,502          585

    Effect of exchange rate changes on
     cash, cash equivalents and
     restricted cash                              (145)                               489                                          189                                  659          588
                                                   ----                                ---                                          ---                                  ---          ---

    Increase (decrease) in cash, cash
     equivalents and restricted cash             33,671                            (1,713)                                     (7,873)                              27,493        3,120

    Cash, cash equivalents and restricted
     cash, beginning of period                   19,181                             20,894                                       35,775                               25,359       24,782

    Cash, cash equivalents and restricted
     cash, end of period                                  $52,852                                              $19,181                                              $27,902                  $52,852       $27,902
                                                          =======                                              =======                                              =======                  =======       =======


                                                                                                        MAXWELL TECHNOLOGIES, INC.

                                                                                          RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

                                                                                            (in thousands, except per share data) (Unaudited)


                                                                  Three Months Ended                                                                   Nine Months Ended

                                       September 30, 2017              June 30,                 September 30,
                                                                                                     2016                    September 30, 2017               September 30, 2016
                                                                            2017
                                                                            ----

    Gross Margin Reconciliation:
    ----------------------------

    GAAP gross margin                               20.6%                              21.1%                                             29.9%                                      21.5%       28.7%

    Stock-based compensation expense                 0.8%                               0.7%                                              0.6%                                       0.7%        0.8%

    Amortization of intangible assets                0.3%                               0.1%                                                 -   %                                   0.2%           -   %

    Accelerated depreciation                            - %                                -   %                                             -   %                                      -   %    0.1%

    Acquisition related expense                      0.8%                               0.8%                                                 -   %                                   0.6%           -   %
                                                      ---                                 ---                                                ---   ---                                  ---          ---   ---

    Non-GAAP gross margin                           22.5%                              22.7%                                             30.5%                                      23.0%       29.6%
                                                     ====                                ====                                               ====                                        ====         ====

    Gross Profit Reconciliation:
    ----------------------------

    GAAP gross profit                                        $7,396                                                 $7,827                                                           $7,628                  $21,414       $27,262

    Stock-based compensation expense                  271                                 257                                                146                                         721          643

    Amortization of intangible assets                  88                                  60                                                  -                                        148            -

    Accelerated depreciation                            -                                  -                                                 -                                          -         125

    Acquisition related expense                       287                                 291                                                  -                                        578            -
                                                      ---                                 ---                                                ---                                        ---          ---

    Non-GAAP gross profit                                    $8,042                                                 $8,435                                                           $7,774                  $22,861       $28,030
                                                             ======                                                 ======                                                           ======                  =======       =======

    Total Operating Expenses
     Reconciliation:
    ------------------------

    GAAP total operating expenses                           $20,656                                                $16,500                                                          $13,567                  $52,379       $43,253

    Stock-based compensation expense              (2,484)                            (1,997)                                             (951)                                    (5,826)     (3,116)

    Amortization of intangible assets               (212)                              (142)                                                 -                                      (354)           -

    Restructuring and related costs               (1,251)                                  -                                                 -                                    (2,248)       (853)

    Release of tax liability(1)                         -                                  -                                                 -                                          -       1,278

    Strategic equity transaction costs              (503)                                  -                                                 -                                      (503)           -

    Acquisition related expense                      (46)                            (1,512)                                                 -                                    (1,833)           -

    Shareholder advisement and
     settlement costs                               (761)                              (315)                                                 -                                    (1,135)       (314)

    SEC and FCPA legal and settlement
     costs                                        (3,001)                               (62)                                             (112)                                    (3,184)       (647)
                                                   ------                                 ---                                               ----                                      ------         ----

    Non-GAAP operating expenses                             $12,398                                                $12,472                                                          $12,504                  $37,296       $39,601
                                                            =======                                                =======                                                          =======                  =======       =======

    Loss from Operations
     Reconciliation:
    --------------------

    GAAP loss from operations                             $(13,260)                                              $(8,673)                                                        $(5,939)               $(30,965)    $(15,991)

    Stock-based compensation expense                2,755                               2,254                                              1,097                                       6,547        3,759

    Amortization of intangible assets                 300                                 202                                                  -                                        502            -

    Restructuring and related costs                 1,251                                   -                                                 -                                      2,248          853

    Accelerated depreciation                            -                                  -                                                 -                                          -         125

    Release of tax liability(1)                         -                                  -                                                 -                                          -     (1,278)

    Strategic equity transaction costs                503                                   -                                                 -                                        503            -

    Acquisition related expense                       333                               1,803                                                  -                                      2,411            -

    Shareholder advisement and
     settlement costs                                 761                                 315                                                  -                                      1,135          314

    SEC and FCPA legal and settlement
     costs                                          3,001                                  62                                                112                                       3,184          647

    Non-GAAP loss from operations                          $(4,356)                                              $(4,037)                                                        $(4,730)               $(14,435)    $(11,571)
                                                            =======                                                =======                                                          =======                 ========      ========

    Adjusted EBITDA Reconciliation:
    -------------------------------

    GAAP net loss                                         $(13,860)                                             $(10,118)                                                        $(6,855)               $(34,377)    $(11,536)

    Interest expense, net                             152                                  97                                                 48                                         312          179

    Income tax provision                              527                               1,382                                                824                                       3,117        1,907

    Depreciation                                    2,231                               2,259                                              2,450                                       6,638        7,416

    Amortization of intangible assets                 300                                 202                                                  -                                        502            -
                                                      ---                                 ---                                                ---                                        ---          ---

    EBITDA                                       (10,650)                            (6,178)                                           (3,533)                                   (23,808)      (2,034)

    Foreign currency exchange loss,
     net                                             (65)                                 18                                                 49                                          50          252

    Other income                                     (14)                               (52)                                               (5)                                       (67)       (136)

    Stock-based compensation expense                2,755                               2,254                                              1,097                                       6,547        3,759

    Gain on sale of product line                        -                                  -                                                 -                                          -     (6,657)

    Restructuring and related costs                 1,251                                   -                                                 -                                      2,248          853

    Strategic equity transaction costs                503                                   -                                                 -                                        503            -

    Acquisition related expense                       333                               1,803                                                  -                                      2,411            -

    Release of tax liability(1)                         -                                  -                                                 -                                          -     (1,278)

    Shareholder advisement and
     settlement costs                                 761                                 315                                                  -                                      1,135          314

    SEC and FCPA legal and settlement
     costs                                          3,001                                  62                                                112                                       3,184          647
                                                    -----                                 ---                                                ---                                       -----          ---

    Adjusted EBITDA                                        $(2,125)                                              $(1,778)                                                        $(2,280)                $(7,797)     $(4,280)
                                                            =======                                                =======                                                          =======                  =======       =======


                                                 Three Months Ended                                           Nine Months Ended

                               September 30,             June 30,             September 30,            September 30,               September 30,
                                    2017                                            2016                      2017                         2016
                                                              2017
                                                              ----

    Interest Expense, net
     Reconciliation
    ---------------------

    GAAP interest expense,
     net                                          $152                                             $97                                                  $48                           $312          $179

    Non-cash interest expense           (24)                               -                                       -                                 (24)                 -

    Non-GAAP interest
     expense, net                                 $128                                             $97                                                  $48                           $288          $179
                                                  ====                                             ===                                                  ===                           ====          ====

    Net Loss Reconciliation
    -----------------------

    GAAP net loss                            $(13,860)                                      $(10,118)                                            $(6,855)                     $(34,377)    $(11,536)

    Stock-based compensation
     expense                           2,755                            2,254                                    1,097                                 6,547              3,759

    Amortization of
     intangible assets                   300                              202                                        -                                  502                  -

    Non-cash interest expense             24                                -                                       -                                   24                  -

    Gain on sale of product
     line                                  -                               -                                       -                                    -           (6,657)

    Restructuring and related
     costs                             1,251                                -                                       -                                2,248                853

    Accelerated depreciation               -                               -                                       -                                    -               125

    Release of tax
     liability(1)                          -                               -                                       -                                    -           (1,518)

    Strategic equity
     transaction costs                   503                                -                                       -                                  503                  -

    Acquisition related
     expense                             333                            1,803                                        -                                2,411                  -

    Shareholder advisement
     and settlement costs                761                              315                                        -                                1,135                314

    SEC and FCPA legal and
     settlement costs                  3,001                               62                                      112                                 3,184                647
                                       -----                              ---                                      ---                                 -----                ---

    Non-GAAP net loss                         $(4,932)                                       $(5,482)                                            $(5,646)                     $(17,823)    $(14,013)
                                               =======                                         =======                                              =======                       ========      ========

    Net Loss per Diluted
     Share Reconciliation:
    ----------------------

    GAAP net loss per diluted
     share                                     $(0.37)                                        $(0.28)                                             $(0.21)                       $(0.98)      $(0.36)

    Stock-based compensation
     expense                            0.07                             0.06                                     0.03                                  0.19               0.12

    Amortization of
     intangible assets                  0.01                             0.01                                        -                                 0.01                  -

    Non-cash interest expense *                                  -                                  -                             *                           -

    Gain on sale of product
     line                                  -                               -                                       -                                    -            (0.21)

    Restructuring and related
     costs                              0.04                                -                                       -                                 0.07               0.03

    Accelerated depreciation               -                               -                                       -                                    -         *

    Release of tax
     liability(1)                          -                               -                                       -                                    -            (0.05)

    Strategic equity
     transaction costs                  0.01                                -                                       -                                 0.01                  -

    Acquisition related
     expense                            0.01                             0.05                                        -                                 0.07                  -

    Shareholder advisement
     and settlement costs               0.02                             0.01                                        -                                 0.03               0.01

    SEC and FCPA legal and
     settlement costs                   0.08                        *                        *                               0.09                            0.02
                                        ----                        ---                      ---                             ----                            ----

    Non-GAAP net loss per
     diluted share                             $(0.13)                                        $(0.15)                                             $(0.18)                       $(0.51)      $(0.44)
                                                ======                                          ======                                               ======                         ======        ======

    Weighted Average Diluted
     Common Shares
     Outstanding used for:
    ------------------------

    GAAP net loss                     37,008                           35,526                                   31,989                                34,929             31,828

    Non-GAAP net loss                 37,008                           35,526                                   31,989                                34,929             31,828


    *               Net loss effect of this
                    reconciling item was less
                    than $0.01 per share.

                   Release of tax liability is
                    partially related to
                    operating expense and
                    partially related to income
            (1)    tax expense.

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SOURCE Maxwell Technologies, Inc.