Maxwell Reports Second Quarter 2018 Results and Provides Business Outlook for Third Quarter 2018

SAN DIEGO, Aug. 6, 2018 /PRNewswire/ -- Maxwell Technologies, Inc. (NASDAQ: MXWL) today reported financial results for the three months ended June 30, 2018. Total revenues for the second quarter of 2018 were $29.5 million, compared with $28.4 million for the first quarter of 2018 and $37.1 million for the prior year quarter. Net loss for the second quarter of 2018 was $11.3 million, compared with a net loss of $9.2 million for the first quarter of 2018 and a net loss of $10.1 million for the prior year quarter. Non-GAAP net loss for the second quarter of 2018 was $7.8 million, compared with a non-GAAP net loss of $5.8 million for the first quarter of 2018 and $5.5 million for the prior year quarter. The Company reported $(4.6) million of adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) for the second quarter of 2018, compared with $(4.2) million for the first quarter of 2018 and $(1.8) million for the prior year quarter.

"In Q2 we came in about where we expected. The recent U.S. tariffs on China imports, as well as unclear U.S. tax incentive policy, continue to cause uncertainty for some of our customers and, therefore, affect our high voltage capacitor revenue. We now believe that the tariffs implemented on July 6 will slightly affect our energy storage revenue in Q3. Despite this, we believe that the long-term fundamentals of our business have not changed. End demand in the markets we serve is growing, we continue to make excellent progress with our dry battery electrode technology development and strategic partnership discussions, and our overall strategy is playing out as intended," said Dr. Franz Fink, Maxwell's President and Chief Executive Officer. "We continue to make progress in all our energy storage target markets and are well positioned for long-term growth. Although we are facing short-term headwinds, the core energy storage product line is stable and market indicators bode well for mid- to long-term robust demand for our high voltage capacitor products. In Q3, we anticipate 15% sequential top-line revenue growth at the mid-point of guidance, despite the short-term pressure we are experiencing."

Fink also added, "We believe that strengthening our balance sheet is a priority given the current geopolitical uncertainty and its immediate impact on our business. In order to preserve the long-term growth and value of the company for our shareholders, we intend to pursue additional financing, which may include equity financing, debt financing, strategic partnerships or other financing arrangements. We anticipate the need for a minimum of $15 million in incremental capital to bridge the company to a recovery to prior revenue levels. We are evaluating our financial alternatives, including the amount we may seek to raise, in order to ensure continuity of investment in future growth programs such as dry battery electrode and energy storage."


    Financial Results and Operating Metrics (1)

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


                                                              Three Months Ended                                       Six Months Ended

                                       June 30,              March 31,              June 30,               June 30,           June 30,
                                            2018                    2018               2017 (2)                   2018            2017 (2)
                                            ----                    ----                -------                   ----             -------

    Total revenue                                    $29,464                                       $28,416                                    $37,103             $57,880       $63,789

    Energy Storage
     revenue                                         $22,705                                       $23,002                                    $25,079             $45,707       $39,313

    High-Voltage
     revenue                                          $6,759                                        $5,414                                    $12,024             $12,173       $24,476

    Gross margin
     (2)                                  18.4%                              20.0%                            20.9%                          19.2%    21.7%

    Non-GAAP gross
     margin (2)                            19.9%                              21.5%                            22.5%                          20.7%    23.0%

    Loss from
     operations (2)                                 $(9,986)                                     $(9,366)                                  $(8,816)          $(19,352)    $(18,003)

    Non-GAAP loss
     from
     operations (2)                                 $(6,847)                                     $(6,419)                                  $(4,180)          $(13,266)    $(10,377)

    Interest
     expense, net                                     $1,030                                          $993                                        $97              $2,023          $160

    Non-GAAP
     interest
     expense, net                                       $704                                          $554                                        $97              $1,258          $160

    Net loss                                       $(11,302)                                     $(9,205)                                 $(10,118)          $(20,507)    $(20,517)

    Net loss per share

    Basic and
     diluted                                         $(0.30)                                      $(0.25)                                   $(0.28)            $(0.54)      $(0.61)

    Adjusted EBITDA                                 $(4,622)                                     $(4,205)                                  $(1,778)           $(8,827)     $(5,672)

    Non-GAAP net
     loss                                           $(7,837)                                     $(5,819)                                  $(5,482)          $(13,656)    $(12,891)

    Non-GAAP net loss per share

    Basic and
     diluted                                         $(0.21)                                      $(0.16)                                   $(0.15)            $(0.36)      $(0.38)

    Net cash used
     in operating
     activities                                    $(14,790)                                    $(11,211)                                  $(2,677)          $(26,001)     $(6,502)

    Cash purchases
     of property
     and equipment                                    $3,929                                        $3,918                                     $1,115              $7,847        $2,060

    Cash and cash
     equivalents                                     $21,547                                       $40,103                                    $19,181             $21,547       $19,181


    (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.

    (2) Historical amounts have been
     reclassified for the three and six
     months ended June 30, 2017 in
     accordance with our adoption of ASU
     2017-07 on January 1, 2018 which
     requires the non-service cost
     components of income and expense
     related to our defined benefit plans
     to be presented in the statement of
     operations separately from the
     service cost component and outside
     the subtotal of loss from
     operations.

Discussion of Financial Results for the Second Quarter

Revenue and Gross Margin

    --  Total revenue for the second quarter of 2018 was $29.5 million, compared
        with $28.4 million for the first quarter of 2018, driven by an increase
        in high voltage capacitor revenue. High voltage capacitor revenue was
        $6.8 million for the second quarter of 2018, compared with $5.4 million
        for the first quarter of 2018, due to higher China tenders. Energy
        storage revenue for the second quarter of 2018 was $22.7 million,
        compared with $23.0 million for the first quarter of 2018, driven by
        anticipated seasonal growth in Wind offset by decreases in other markets
        due primarily to the timing of project-based revenue and last-time buys
        for certain products related to the Nesscap portfolio consolidation.
    --  Gross margin for the second quarter of 2018 was 18.4% compared with
        20.0% in the first quarter of 2018, driven primarily by higher costs
        associated with the global manufacturing consolidation and an
        unfavorable shift in product mix for energy storage product sales,
        offset partially by an increase in high voltage capacitor product sales,
        which generally have higher gross margins than the corporate average.
    --  Non-GAAP gross margin for the second quarter of 2018 was 19.9% compared
        with 21.5% in the first quarter of 2018 and excludes acquisition related
        intangibles amortization and stock-based compensation expense.

Operating Expense, Interest Expense, Net Loss & Adjusted EBITDA

    --  Operating expense for the second quarter of 2018 was $15.4 million,
        compared with $15.0 million for the first quarter of 2018. The
        quarter-over-quarter increase was driven primarily by higher
        project-related engineering expenses.
    --  Non-GAAP operating expense for the second quarter of 2018 was $12.7
        million compared with $12.5 million for the first quarter of 2018 and
        excludes stock-based compensation, amortization of intangibles and a
        restructuring related expense.
    --  Net interest expense was approximately $1.0 million for both the second
        and first quarters of 2018, which includes coupon interest and non-cash
        interest from amortization of debt issuance costs and discounts on
        convertible notes issued in 2017.
    --  Non-GAAP interest expense was approximately $0.7 million for the second
        quarter of 2018 compared with $0.6 million for the first quarter of
        2018, and excludes the non-cash interest mentioned above.
    --  Net loss for the second quarter of 2018 was $11.3 million, or $(0.30)
        per share, compared with a net loss of $9.2 million, or $(0.25) per
        share, for the first quarter of 2018.
    --  Non-GAAP net loss for the second quarter of 2018 was $7.8 million
        compared with a non-GAAP net loss of $5.8 million for the first quarter
        of 2018.
    --  Adjusted EBITDA for the second quarter of 2018 was $(4.6) million,
        compared with $(4.2) million for the first quarter of 2018.

Capital Expenditures

    --  Capital expenditures during both the second and first quarters of 2018
        were $3.9 million. Capital expenditures in the second quarter were
        primarily related to the Korea manufacturing facility expansion as well
        as ultracapacitor, lithium-ion capacitor and dry battery electrode
        equipment.

Liquidity

    --  Maxwell's cash position was approximately $25 million as of July 31,
        2018, including $10.0 million of additional borrowings under our
        revolving line of credit in July 2018. Maxwell management has determined
        that unless we raise sufficient capital in the form of debt or equity,
        there is uncertainty as to whether the Company will have sufficient
        funds to continue as a going concern. Factors that have contributed to a
        reduction in our cash position include the geopolitical environment
        relating to trade tariffs, extended collection cycles for receivables
        from customers in China, and a build-up of transitional inventory with a
        contract manufacturer as part of our global manufacturing optimization
        strategy intended to expand gross margins.

Business Highlights

    --  Maxwell announced the launch of its new Grid Cell Pack and Grid Energy
        Storage System, two new highly scalable system solutions designed to
        deliver reliable, fast responding, long lifetime storage in grids and
        microgrids. The harnessing of intermittent solar and wind energy is
        expected to more than double over the next five years, causing
        instability and increased power and frequency deviances in the grid,
        potentially resulting in service disruption. Maxwell's new system
        solutions are designed to stabilize voltage and frequency, firm
        renewable power output, provide bridging and ramping services, and
        improve generator response. They can be deployed as stand-alone energy
        storage systems or in combination with other energy storage assets, such
        as batteries, to improve utility project business cases, including
        stacked functionality and extension of battery life to lower capital
        expense, operating expense and lifetime cost.

Third Quarter 2018 Business Outlook

    --  Total revenue is expected to be in the range of $32 million to $36
        million.
    --  Gross margin is expected to be 18.7%, plus or minus 150 basis points.
    --  Non-GAAP gross margin is expected to be 20.0%, plus or minus 150 basis
        points.
    --  GAAP operating expense is expected to be in the range of $15.4 million
        to $15.6 million.
    --  Non-GAAP operating expense is expected to be in the range of $12.8
        million to $13.0 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 guidance. 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 third quarter outlook is as follows (in millions, except for percentages and per share data):


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

                               Three Months Ended                                     Three Months Ended

                                 September 30,                                                                                                     September 30,
                                              2018                                                                                                           2018
                                              ----                                                                                                           ----

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

    GAAP gross margin                        18.7%                          GAAP total operating expenses                                                              $15.5

    Stock-based compensation
     expense                                  1.0%                          Stock-based compensation expense                                                 (2.4)

    Amortization of
     intangible assets (1)                    0.3%                          Amortization of intangible assets (1)                                            (0.2)

    Non-GAAP gross margin                    20.0%                          Non-GAAP total operating expenses                                                          $12.9
                                              ====                                                                                                                      =====


    Net Loss Reconciliation:                               Adjusted EBITDA Reconciliation:
    ------------------------                               -------------------------------

    GAAP net loss                                  $(10.5)                                                        GAAP net loss                                               $(10.5)

    Stock-based compensation
     expense                                   2.7                           Non-cash interest expense                                                          0.5

    Non-cash interest expense                  0.5                            Interest, taxes, depreciation,
                                                                             amortization                                                                      3.5
                                                                                                                                                               ---

    Amortization of
     intangible assets (1)                     0.3                           EBITDA                                                                           (6.5)

    Non-GAAP net loss                               $(7.0)                                                        Stock-based compensation expense                       2.7
                                                     =====

                                                           Adjusted EBITDA                                                                                          $(3.8)
                                                                                                                                                                     =====

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

    GAAP net loss per diluted
     share                                         $(0.27)

    Expenses excluded from
     GAAP                                     0.09

    Non-GAAP net loss per
     diluted share                                 $(0.18)
                                                    ======

    ____________

    (1)  Amortization of intangible assets
     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. EDT / 2:00 p.m. PDT 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, (866) 393-4306 from the U.S. or (734) 385-2616 for international callers, and entering the conference ID 6775179.

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. We have developed and transformed our patented, proprietary and fundamental dry electrode manufacturing technology that we have historically used to make ultracapacitors to create a breakthrough technology that can be applied to the manufacturing of batteries. 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 intangible assets and
        acquisition related expense.
    --  Non-GAAP operating expense excludes the effect of stock-based
        compensation, amortization of intangible assets, restructuring and
        related costs, acquisition related expense, shareholder advisement and
        settlement costs and SEC and FCPA legal and settlement costs.
    --  Non-GAAP loss from operations excludes the effect of stock-based
        compensation, amortization of intangible assets, restructuring and
        related costs, acquisition related expense, shareholder advisement and
        settlement costs 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,
        acquisition related expense, shareholder advisement and settlement costs
        and SEC and FCPA legal and settlement costs.
    --  Non-GAAP net loss and non-GAAP net loss per share exclude the effect of
        stock-based compensation, amortization of intangible assets, non-cash
        interest expense, restructuring and related costs, acquisition related
        expense, shareholder advisement and settlement costs 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 assets, including 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, net of
        interest capitalized.
    --  Restructuring and related costs including restructuring and exit costs
        incurred in connection with the Company's restructuring plans.
    --  Acquisition related expense consisting of costs incurred in connection
        with the Company's acquisition of the assets, including 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

Maxwell cautions you that statements included in this news release or made on the investor conference call referenced herein that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Maxwell's results to differ materially from historical results or those expressed or implied by such forward-looking statements. In addition, this news release contains selected financial results for the second quarter of 2018, as well as projections for 2018 financial guidance and longer-term financial performance goals. The Company's projections for 2018 financial guidance and longer-term financial performance goals represent current estimates, including initial estimates of the potential benefits, synergies and cost savings associated with acquisitions, which are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or unanticipated difficulty in developing or selling products and technologies. The potential risks and uncertainties that could cause actual growth and results to differ materially include, but are not limited to:

    --  Our intentions, beliefs and expectations regarding our expenses, cost
        savings, sales, operations and future financial performance;
    --  Our ability to manage cash flows to enable the business to continue as a
        going concern;
    --  Our operating results;
    --  Our ability to develop, introduce and commercialize new products,
        technologies applications or enhancements to existing products and
        educate prospective customers;
    --  Anticipated growth and trends in our business;
    --  Our ability to successfully complete one or more financings;
    --  Our ability to otherwise obtain sufficient capital to meet our operating
        requirements, including, but not limited to, our investment requirements
        for new technology and products, or other needs;
    --  Our ability to manage our long-term debt and our ability to service our
        debt, including our convertible debt;
    --  Risks related to changes in, and uncertainty with respect to,
        legislation, regulation and governmental policy;
    --  Risks related to tax laws and tax changes (including U.S. and foreign
        taxes on foreign subsidiaries);
    --  Risks related to our international operations;
    --  Our expectations regarding our revenues, customers and distributors;
    --  Our beliefs and expectations regarding our market penetration and
        expansion efforts, especially considering the small number of vertical
        markets and a small number of geographic regions;
    --  Our expectations regarding the benefits and integration of
        recently-acquired businesses and our ability to make future acquisitions
        and successfully integrate any such future-acquired businesses;
    --  Our ability to protect our intellectual property rights and to defend
        claims against us;
    --  Dependence upon third party manufacturing and other service providers,
        many of which are located outside the U.S. and our ability to manage
        reliance upon certain key suppliers;
    --  Our anticipated trends and challenges in the markets in which we
        operate; and
    --  Our expectations and beliefs regarding and the impact of investigations,
        claims and litigation.

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 any subsequent quarterly reports on Form 10-Q. Copies of these documents are available with the Securities and Exchange Commission at www.sec.gov or may be obtained by contacting Maxwell's investor relations department at (858) 503-3368, or at our investor relations website: investors.maxwell.com. The forward-looking statements contained herein are based on the current expectations and assumptions of Maxwell and not on historical facts. All information in this release is as of August 6, 2018. The Company undertakes no duty to update any forward-looking statement to reflect actual results or changes in the Company's expectations.

Investor Contact: Kimberly Tom, CFA, +1 (858) 503-3368, ir@maxwell.com


                                                                                                        MAXWELL TECHNOLOGIES, INC.

                                                                                              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                   (in thousands, except per share data)

                                                                                                                (Unaudited)


                                                                    Three Months Ended                                                    Six Months Ended

                                                June 30,            March 31,              June 30,               June 30,                 June 30,
                                                     2018                 2018                2017 (1)                   2018                  2017 (1)
                                                     ----                 ----                 -------                   ----                   -------

    Revenue                                                 $29,464                                      $28,416                                           $37,103                  $57,880       $63,789

    Cost of revenue (1)                            24,036                           22,735                             29,350                                46,771       49,928
                                                   ------                           ------                                                                  ------       ------

    Gross profit (1)                                5,428                            5,681                              7,753                                11,109       13,861

    Operating expenses:

    Selling, general and
     administrative (1)                             9,787                            9,572                             12,120                                19,359       21,712

    Research and development (1)                    5,549                            5,532                              4,449                                11,081        9,155

    Restructuring and exit costs                       78                             (57)                                 -                                   21          997
                                                      ---                                                                                                     ---          ---

    Total operating expenses (1)                   15,414                           15,047                             16,569                                30,461       31,864
                                                   ------                           ------                             ------                                ------       ------

    Loss from operations (1)                      (9,986)                         (9,366)                           (8,816)                             (19,352)    (18,003)

    Interest expense, net                           1,030                              993                                 97                                 2,023          160

    Other components of defined
     benefit plans, net (1)                         (211)                           (221)                             (143)                                (432)       (298)

    Other income                                     (41)                               -                              (52)                                 (41)        (53)

    Foreign currency exchange
     loss, net                                        238                               89                                 18                                   327          115
                                                      ---                                                                                                     ---          ---

    Loss before income taxes                     (11,002)                        (10,227)                           (8,736)                             (21,229)    (17,927)

    Income tax provision
     (benefit)                                        300                          (1,022)                             1,382                                 (722)       2,590

    Net loss                                              $(11,302)                                    $(9,205)                                        $(10,118)               $(20,507)    $(20,517)
                                                           ========                                      =======                                          ========                 ========      ========

    Net loss per common share:

    Basic and diluted                                       $(0.30)                                     $(0.25)                                          $(0.28)                 $(0.54)      $(0.61)

    Weighted average common shares outstanding:

    Basic and diluted                              38,068                           37,522                             35,526                                37,797       33,871


    (1) Historical amounts have
     been reclassified for all
     periods in 2017 in accordance
     with our adoption of ASU 2017-
     07 on January 1, 2018 which
     requires the non-service cost
     components of income and
     expense related to our defined
     benefit plans to be presented
     in the statement of operations
     separately from the service
     cost component and outside the
     subtotal of loss from
     operations.


                                                MAXWELL TECHNOLOGIES, INC.

                                           CONDENSED CONSOLIDATED BALANCE SHEETS

                                     (in thousands, except shares and per share data)

                                                        (Unaudited)


                                                       June 30,                    December 31,
                                                            2018                               2017
                                                            ----                               ----

    ASSETS

    Current assets:

    Cash and cash equivalents                                        $21,547                           $50,122

    Trade and other accounts
     receivable, net                                      29,723                               31,643

    Inventories                                           41,637                               32,228

    Prepaid expenses and other
     current assets                                        2,911                                2,983
                                                           -----

    Total current assets                                  95,818                              116,976

    Property and equipment, net                           30,453                               28,044

    Intangible assets, net                                10,617                               11,715

    Goodwill                                              35,236                               36,061

    Pension asset                                         11,753                               11,712

    Other non-current assets                                 840                                  871

    Total assets                                                    $184,717                          $205,379
                                                                    ========                          ========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Accounts payable and accrued
     liabilities                                                     $27,300                           $32,758

    Accrued employee compensation                          6,597                                9,070

    Deferred revenue and customer
     deposits                                              4,342                                6,669

    Short-term borrowings and
     current portion of long-term
     debt                                                  5,033                                   33
                                                           -----                                  ---

    Total current liabilities                             43,272                               48,530

    Deferred tax liability, long-
     term                                                  8,305                                8,762

    Long-term debt, excluding
     current portion                                      35,997                               35,124

    Defined benefit plan liability                         4,038                                3,942

    Other long-term liabilities                            2,451                                2,920

    Total liabilities                                     94,063                               99,278
                                                          ------                               ------

    Stockholders' equity:

    Common stock, $0.10 par value
     per share, 80,000,000 shares
     authorized at June 30, 2018
     and December 31, 2017;
     38,161,009 and 37,199,519
     shares issued and outstanding
     at June 30, 2018 and December
     31, 2017, respectively                                3,813                                3,717

    Additional paid-in capital                           344,156                              337,541

    Accumulated deficit                                (267,462)                           (247,233)

    Accumulated other comprehensive
     income                                               10,147                               12,076
                                                          ------                               ------

    Total stockholders' equity                            90,654                              106,101

    Total liabilities and
     stockholders' equity                                           $184,717                          $205,379
                                                                    ========                          ========


                                                                                                         MAXWELL TECHNOLOGIES, INC.

                                                                                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                         (in thousands) (Unaudited)


                                                                      Three Months Ended                                                    Six Months Ended

                                                  June 30,            March 31,              June 30,               June 30,                 June 30,
                                                       2018                 2018                    2017                    2018                      2017
                                                       ----                 ----                    ----                    ----                      ----

    OPERATING ACTIVITIES:

    Net loss                                                $(11,302)                                    $(9,205)                                        $(10,118)              $(20,507)    $(20,517)

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

    Depreciation                                      2,014                            1,993                              2,259                                 4,007       4,407

    Amortization of intangible
     assets                                             314                              316                                202                                   630         202

    Non-cash interest expense                           452                              439                                  -                                  891           -

    Loss on lease due to
     restructuring                                     (86)                               -                                 -                                 (86)          -

    Pension and defined benefit
     plan cost                                          248                              251                                191                                   499         277

    Stock-based compensation
     expense                                          2,747                            2,624                              2,254                                 5,371       3,792

    Gain on sale of property and
     equipment                                            -                             (4)                                 -                                  (4)          -

    Provision for (recovery of)
     losses on accounts receivable                        -                            (10)                                 2                                  (10)          2

    Losses on write downs of
     inventory                                          190                              475                                811                                   665         828

    Provision for warranties                             95                               65                                 20                                   160         209

    Changes in operating assets and liabilities:

    Trade and other accounts
     receivable                                       2,197                            (252)                           (3,367)                                1,945     (6,773)

    Inventories                                     (4,893)                         (5,994)                             4,135                              (10,887)      6,057

    Prepaid expenses and other
     assets                                             521                            (455)                             (146)                                   66       (599)

    Pension asset                                     (152)                           (156)                             (150)                                (308)      (305)

    Accounts payable and accrued
     liabilities                                    (4,445)                             309                              3,143                               (4,136)      4,714

    Deferred revenue and customer
     deposits                                       (1,858)                            (65)                           (1,275)                              (1,923)      1,351

    Accrued employee compensation                     (668)                           (776)                             (545)                              (1,444)        240

    Deferred tax liability                              (6)                           (374)                                19                                 (380)      (190)

    Other long-term liabilities                       (158)                           (392)                             (112)                                (550)      (197)
                                                       ----

    Net cash used in operating
     activities                                    (14,790)                        (11,211)                           (2,677)                             (26,001)    (6,502)
                                                    -------                          -------                             ------                               -------      ------

    INVESTING ACTIVITIES:

    Purchases of property and
     equipment                                      (3,929)                         (3,918)                           (1,115)                              (7,847)    (2,060)

    Proceeds from sale of property
     and equipment                                        -                               8                                  -                                    8           -

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

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

    Net cash provided by (used in)
     investing activities                           (3,929)                         (3,910)                               288                               (7,839)      (657)
                                                     ------                           ------                                ---                                ------        ----

    FINANCING ACTIVITIES:

    Principal payments on long-
     term debt and short-term
     borrowings                                         (9)                             (8)                               (7)                                 (17)       (17)

    Line of credit borrowings                             -                           5,000                                  -                                5,000           -

    Proceeds from issuance of
     common stock under equity
     compensation plans                                 229                                -                               194                                   229         194
                                                        ---

    Net cash provided by financing
     activities                                         220                            4,992                                187                                 5,212         177

    Effect of exchange rate changes
     on cash and cash equivalents                      (57)                             110                                489                                    53         804
                                                        ---                              ---                                ---                                   ---         ---

    Decrease in cash and cash
     equivalents                                   (18,556)                        (10,019)                           (1,713)                             (28,575)    (6,178)

    Cash and cash equivalents,
     beginning of period                             40,103                           50,122                             20,894                                50,122      25,359

    Cash and cash equivalents, end
     of period                                                $21,547                                      $40,103                                           $19,181                 $21,547       $19,181
                                                              =======                                      =======                                           =======                 =======       =======


                                                                                                            MAXWELL TECHNOLOGIES, INC.

                                                                                               RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

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


                                                                      Three Months Ended                                                     Six Months Ended

                                                 June 30,              March 31,              June 30,                June 30,               June 30,
                                                      2018                    2018               2017 (1)                    2018                2017 (1)
                                                      ----                    ----                -------                    ----                 -------

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

    GAAP gross margin (1)                            18.4%                            20.0%                               20.9%                              19.2%          21.7%

    Stock-based compensation
     expense                                          1.2%                             1.2%                                0.7%                               1.2%           0.7%

    Amortization of
     intangible assets                                0.3%                             0.3%                                0.1%                               0.3%           0.1%

    Acquisition related
     expense                                             - %                              -  %                             0.8%                                  -   %       0.5%
                                                       --- ---                          ---  ---                            ---                                 ---   ---      ---

    Non-GAAP gross margin (1)                        19.9%                            21.5%                               22.5%                              20.7%          23.0%
                                                      ====                              ====                                 ====                                ====            ====

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

    GAAP gross profit (1)                                     $5,428                                         $5,681                                           $7,753                     $11,109        $13,861

    Stock-based compensation
     expense                                           338                               346                                  257                                 684             450

    Amortization of
     intangible assets                                  93                                93                                   60                                 186              60

    Acquisition related
     expense                                             -                                -                                 291                                   -            291
                                                       ---                              ---                                 ---                                 ---            ---

    Non-GAAP gross profit (1)                                 $5,859                                         $6,120                                           $8,361                     $11,979        $14,662
                                                              ======                                         ======                                           ======                     =======        =======

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

    GAAP total operating
     expenses (1)                                            $15,414                                        $15,047                                          $16,569                     $30,461        $31,864

    Stock-based compensation
     expense                                       (2,409)                          (2,278)                              (1,997)                            (4,687)        (3,342)

    Amortization of
     intangible assets                               (221)                            (223)                               (142)                              (444)          (142)

    Restructuring and related
     costs                                            (78)                               57                                    -                               (21)          (997)

    Acquisition related
     expense                                             -                                -                             (1,512)                                  -        (1,787)

    Shareholder advisement
     and settlement costs                                -                                -                               (315)                                  -          (374)

    SEC and FCPA legal and
     settlement costs                                    -                             (64)                                (62)                               (64)          (183)
                                                       ---                              ---                                  ---                                 ---            ----

    Non-GAAP operating
     expenses (1)                                            $12,706                                        $12,539                                          $12,541                     $25,245        $25,039
                                                             =======                                        =======                                          =======                     =======        =======

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

    GAAP loss from operations
     (1)                                                   $(9,986)                                      $(9,366)                                        $(8,816)                  $(19,352)     $(18,003)

    Stock-based compensation
     expense                                         2,747                             2,624                                2,254                               5,371           3,792

    Amortization of
     intangible assets                                 314                               316                                  202                                 630             202

    Restructuring and related
     costs                                              78                              (57)                                   -                                 21             997

    Acquisition related
     expense                                             -                                -                               1,803                                   -          2,078

    Shareholder advisement
     and settlement costs                                -                                -                                 315                                   -            374

    SEC and FCPA legal and
     settlement costs                                    -                               64                                   62                                  64             183

    Non-GAAP loss from
     operations (1)                                         $(6,847)                                      $(6,419)                                        $(4,180)                  $(13,266)     $(10,377)
                                                             =======                                        =======                                          =======                    ========       ========

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

    GAAP net loss                                          $(11,302)                                      $(9,205)                                       $(10,118)                  $(20,507)     $(20,517)

    Interest expense, net                            1,030                               993                                   97                               2,023             160

    Income tax provision
     (benefit)                                         300                           (1,022)                                1,382                               (722)          2,590

    Depreciation                                     2,014                             1,993                                2,259                               4,007           4,407

    Amortization of
     intangible assets                                 314                               316                                  202                                 630             202
                                                       ---                               ---                                  ---                                 ---             ---

    EBITDA                                         (7,644)                          (6,925)                              (6,178)                           (14,569)       (13,158)

    Foreign currency exchange
     loss, net                                         238                                89                                   18                                 327             115

    Other income                                      (41)                                -                                (52)                               (41)           (53)

    Stock-based compensation
     expense                                         2,747                             2,624                                2,254                               5,371           3,792

    Restructuring and related
     costs                                              78                              (57)                                   -                                 21             997

    Acquisition related
     expense                                             -                                -                               1,803                                   -          2,078

    Shareholder advisement
     and settlement costs                                -                                -                                 315                                   -            374

    SEC and FCPA legal and
     settlement costs                                    -                               64                                   62                                  64             183
                                                       ---                              ---                                  ---                                 ---             ---

    Adjusted EBITDA                                         $(4,622)                                      $(4,205)                                        $(1,778)                   $(8,827)      $(5,672)
                                                             =======                                        =======                                          =======                     =======        =======


                                                                   Three Months Ended                                               Six Months Ended

                                                 June 30,              March 31,              June 30,                June 30,               June 30,
                                                      2018                    2018               2017 (1)                    2018                2017 (1)
                                                      ----                    ----                -------                    ----                 -------

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

    GAAP interest expense,
     net                                                      $1,030                                           $993                                              $97                      $2,023           $160

    Non-cash interest expense                        (326)                            (439)                                   -                              (765)              -

    Non-GAAP interest
     expense, net                                               $704                                           $554                                              $97                      $1,258           $160
                                                                ====                                           ====                                              ===                      ======           ====

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

    GAAP net loss                                          $(11,302)                                      $(9,205)                                       $(10,118)                  $(20,507)     $(20,517)

    Stock-based compensation
     expense                                         2,747                             2,624                                2,254                               5,371           3,792

    Amortization of
     intangible assets                                 314                               316                                  202                                 630             202

    Non-cash interest expense                          326                               439                                    -                                765               -

    Restructuring and related
     costs                                              78                              (57)                                   -                                 21             997

    Acquisition related
     expense                                             -                                -                               1,803                                   -          2,078

    Shareholder advisement
     and settlement costs                                -                                -                                 315                                   -            374

    SEC and FCPA legal and
     settlement costs                                    -                               64                                   62                                  64             183
                                                       ---                              ---                                  ---                                 ---             ---

    Non-GAAP net loss                                       $(7,837)                                      $(5,819)                                        $(5,482)                  $(13,656)     $(12,891)
                                                             =======                                        =======                                          =======                    ========       ========

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

    GAAP net loss per diluted
     share                                                   $(0.30)                                       $(0.25)                                         $(0.28)                    $(0.54)       $(0.61)

    Stock-based compensation
     expense                                          0.07                              0.07                                 0.06                                0.14            0.11

    Amortization of
     intangible assets                                0.01                              0.01                                 0.01                                0.02            0.01

    Non-cash interest expense                         0.01                              0.01                                    -                               0.02               -

    Restructuring and related
     costs                                      *                      *                              -                           *                           0.03

    Acquisition related
     expense                                             -                                -                                0.05                                   -           0.06

    Shareholder advisement
     and settlement costs                                -                                -                                0.01                                   -           0.01

    SEC and FCPA legal and
     settlement costs                                    -                          *                     *                       *                           0.01
                                                       ---                          ---                   ---                     ---                         ----

    Non-GAAP net loss per
     diluted share                                           $(0.21)                                       $(0.16)                                         $(0.15)                    $(0.36)       $(0.38)
                                                              ======                                         ======                                           ======                      ======         ======

    Weighted Average Common Shares Outstanding:
    ----------------------------------------

    Basic and diluted                               38,068                  37,522                 35,526                   37,797                  33,871


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

    (1) Historical amounts have
     been reclassified for all
     periods in 2017 in accordance
     with our adoption of ASU 2017-
     07 on January 1, 2018 which
     requires the non-service cost
     components of income and
     expense related to our defined
     benefit plans to be presented
     in the statement of operations
     separately from the service
     cost component and outside the
     subtotal of loss from
     operations.

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SOURCE Maxwell Technologies, Inc.