Unaudited Quarterly Financial Information



	Quarter Ended
	March 31				June 30				September 30
	(Restated)				(Restated)				(Restated)			December 31
	(in thousands except per share data)
Year Ended December 31, 2012
Operating:
Total revenue	$	35,804			$	36,238			$	42,713		$	44,503
Gross profit	15,157				14,524				18,142			17,229
Net income (loss)	(952		)	(a)	31			(b)	5,228		(c)	2,867		(d)
Basic and diluted net income per share	$	(0.03	)		$	—			$	0.18		$	0.10


	Quarter Ended
	March 31				June 30				September 30			December 31
	(Restated)				(Restated)				(Restated)			(Restated)
	(in thousands except per share data)
Year Ended December 31, 2011
Operating:
Total revenue	$	29,224			$	38,546			$	42,030		$	37,376
Gross profit	11,329				13,901				16,830			15,010
Net income (loss)	(2,322		)	(e)	(200		)	(f)	569		(g)	515		(h)
Basic and diluted net income (loss) per share	$	(0.09	)		$	(0.01	)		$	0.02		$	0.02

_____________


(a)	Includes a non-cash expense for stock-based compensation of $1.3 million.


(b)	Includes a non-cash expense for stock-based compensation of $770,000.


(c)	Includes a non-cash expense for stock-based compensation of $505,000.


(d)	Includes a non-cash expense for stock-based compensation of $527,000.


(e)	Includes a gain on embedded derivatives of $1.1 million and a non-cash expense for stock-based compensation of $917,000.


(f)	Includes a non-cash expense for stock-based compensation of $789,000 and a $2.6 million charge for the accrual for anticipated settlement of a legal matter.


(g)	Includes a non-cash expense for stock-based compensation of $734,000.


(h)	Includes a non-cash expense for stock-based compensation of $142,000.

The restated quarterly consolidated balance sheets as of the end of the first three quarters of fiscal year 2012 and 2011, respectively, are presented below:

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET

(in thousands, except per share data)



	September 30, 2012
	As previously reported			Restatement Adjustments			Debt Classification Adjustments			Restated
ASSETS
Current assets:
Cash and cash equivalents	$	20,073		$	—		$	—		$	20,073
Trade and other accounts receivable, net of allowance for doubtful accounts of $341 at September 31, 2012	52,988			(14,172		)	—			38,816
Inventories	31,930			11,872			—			43,802
Prepaid expenses and other current assets	2,829			105			41			2,975
Total current assets	107,820			(2,195		)	41			105,666
Property and equipment, net	35,806			—			—			35,806
Intangible assets, net	758			—			—			758
Goodwill	24,826			—			—			24,826
Pension asset	6,945			—			—			6,945
Other non-current assets	79			—			(41		)	38
Total assets	$	176,234		$	(2,195	)	$	—		$	174,039
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	32,025		$	(36	)	$	—		$	31,989
Accrued warranty	244			—			—			244
Accrued employee compensation	5,025			—			—			5,025
Deferred revenue	764			4,385			—			5,149
Short-term borrowings and current portion of long-term debt	6,909			—			2,935			9,844
Deferred tax liability	499			—			—			499
Total current liabilities	45,466			4,349			2,935			52,750
Deferred tax liability, long-term	962			—			—			962
Long-term debt, excluding current portion	2,960			—			(2,935		)	25
Other long-term liabilities	699			—			—			699
Total liabilities	50,087			4,349			—			54,436
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value per share, 40,000 shares authorized; 29,183 shares issued and outstanding at September 31, 2012	2,915			—			—			2,915
Additional paid-in capital	267,069			—			—			267,069
Accumulated deficit	(154,456		)	(6,544		)	—			(161,000		)
Accumulated other comprehensive income	10,619			—			—			10,619
Total stockholders’ equity	126,147			(6,544		)	—			119,603
Total liabilities and stockholders’ equity	$	176,234		$	(2,195	)	$	—		$	174,039

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET

(in thousands, except per share data)



	June 30, 2012
	As previously reported			Restatement Adjustments			Debt Classification Adjustments			Restated
ASSETS
Current assets:
Cash and cash equivalents	$	22,310		$	—		$	—		$	22,310
Trade and other accounts receivable, net of allowance for doubtful accounts of $216 at June 30, 2012	48,514			(14,180		)	—			34,334
Inventories	30,217			10,822			—			41,039
Prepaid expenses and other current assets	3,299			103			56			3,458
Total current assets	104,340			(3,255		)	56			101,141
Property and equipment, net	33,275			—			—			33,275
Intangible assets, net	854			—			—			854
Goodwill	24,621			—			—			24,621
Pension asset	6,685			—			—			6,685
Other non-current assets	94			—			(56		)	38
Total assets	$	169,869		$	(3,255	)	$	—		$	166,614
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	31,205		$	40		$	—		$	31,245
Accrued warranty	265			—			—			265
Accrued employee compensation	5,721			—			—			5,721
Deferred revenue	1,096			3,074			—			4,170
Short-term borrowings and current portion of long-term debt	6,870			—			3,354			10,224
Deferred tax liability	499			—			—			499
Total current liabilities	45,656			3,114			3,354			52,124
Deferred tax liability, long-term	952			—			—			952
Long-term debt, excluding current portion	3,389			—			(3,354		)	35
Other long-term liabilities	750			—			—			750
Total liabilities	50,747			3,114			—			53,861
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value per share, 40,000 shares authorized; 29,136 shares issued and outstanding at June 30, 2012	2,911			—			—			2,911
Additional paid-in capital	266,225			—			—			266,225
Accumulated deficit	(159,860		)	(6,369		)	—			(166,229		)
Accumulated other comprehensive income	9,846			—			—			9,846
Total stockholders’ equity	119,122			(6,369		)	—			112,753
Total liabilities and stockholders’ equity	$	169,869		$	(3,255	)	$	—		$	166,614

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET

(in thousands, except per share data)



	March 31, 2012
	As previously reported			Restatement Adjustments			Debt Classification Adjustments			Restated
ASSETS
Current assets:
Cash and cash equivalents	$	30,628		$	—		$	—		$	30,628
Trade and other accounts receivable, net of allowance for doubtful accounts of $281 at March 31, 2012	43,147			(10,624		)	—			32,523
Inventories	30,606			8,574			—			39,180
Prepaid expenses and other current assets	3,158			78			59			3,295
Total current assets	107,539			(1,972		)	59			105,626
Property and equipment, net	31,922			—			—			31,922
Intangible assets, net	985			—			—			985
Goodwill	25,730			—			—			25,730
Pension asset	6,815			—			—			6,815
Other non-current assets	59			—			(59		)	—
Total assets	$	173,050		$	(1,972	)	$	—		$	171,078
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	34,239		$	15		$	—		$	34,254
Accrued warranty	287			—			—			287
Accrued employee compensation	5,850			—			—			5,850
Deferred revenue	812			1,756			—			2,568
Short-term borrowings and current portion of long-term debt	7,155			—			3,494			10,649
Deferred tax liability	499			—			—			499
Total current liabilities	48,842			1,771			3,494			54,107
Deferred tax liability, long-term	944			—			—			944
Long-term debt, excluding current portion	3,541			—			(3,494		)	47
Other long-term liabilities	778			—			—			778
Total liabilities	54,105			1,771			—			55,876
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value per share, 40,000 shares authorized; 29,127 shares issued and outstanding at March 31, 2012	2,910			—			—			2,910
Additional paid-in capital	265,414			—			—			265,414
Accumulated deficit	(162,517		)	(3,743		)	—			(166,260		)
Accumulated other comprehensive income	13,138			—			—			13,138
Total stockholders’ equity	118,945			(3,743		)	—			115,202
Total liabilities and stockholders’ equity	$	173,050		$	(1,972	)	$	—		$	171,078

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET

(in thousands, except per share data)



	September 30, 2011
	As previously reported			Restatement Adjustments			Restated
ASSETS
Current assets:
Cash and cash equivalents	$	30,988		$	—		$	30,988
Trade and other accounts receivable, net of allowance for doubtful accounts of $451 at September 30, 2011	31,838			(1,831		)	30,007
Inventories	27,965			1,697			29,662
Prepaid expenses and other current assets	3,191			13			3,204
Total current assets	93,982			(121		)	93,861
Property and equipment, net	26,985			—			26,985
Intangible assets, net	1,259			—			1,259
Goodwill	25,592			—			25,592
Pension asset	6,125			—			6,125
Other non-current assets	246			—			246
Total assets	$	154,189		$	(121	)	$	154,068
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	29,862		$	1,109		$	30,971
Accrued warranty	261			—			261
Accrued employee compensation	7,037			—			7,037
Deferred revenue	2,478			—			2,478
Short-term borrowings and current portion of long-term debt	3,409			—			3,409
Deferred tax liability	1,373			—			1,373
Total current liabilities	44,420			1,109			45,529
Deferred tax liability, long-term	1,166			—			1,166
Long-term debt, excluding current portion	2,292			—			2,292
Other long-term liabilities	3,028			—			3,028
Total liabilities	50,906			1,109			52,015
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value per share, 40,000 shares authorized; 28,123 shares issued and outstanding at September 30, 2011	2,797			—			2,797
Additional paid-in capital	252,525			—			252,525
Accumulated deficit	(164,593		)	(1,230		)	(165,823		)
Accumulated other comprehensive income	12,554			—			12,554
Total stockholders’ equity	103,283			(1,230		)	102,053
Total liabilities and stockholders’ equity	$	154,189		$	(121	)	$	154,068

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET

(in thousands, except per share data)



	June 30, 2011
	As previously reported			Restatement Adjustments			Restated
ASSETS
Current assets:
Cash and cash equivalents	$	29,791		$	—		$	29,791
Trade and other accounts receivable, net of allowance for doubtful accounts of $353 at June 30, 2011	35,791			(3,590		)	32,201
Inventories	26,911			2,119			29,030
Prepaid expenses and other current assets	2,939			16			2,955
Total current assets	95,432			(1,455		)	93,977
Property and equipment, net	24,952			—			24,952
Intangible assets, net	1,438						1,438
Goodwill	27,423			—			27,423
Pension asset	6,387			—			6,387
Other non-current assets	382			—			382
Total assets	$	156,014		$	(1,455	)	$	154,559
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	30,582		$	46		$	30,628
Accrued warranty	304			—			304
Accrued employee compensation	6,931			—			6,931
Deferred revenue	1,176			—			1,176
Short-term borrowings and current portion of long-term debt	3,685			—			3,685
Deferred tax liability	1,373			—			1,373
Total current liabilities	44,051			46			44,097
Deferred tax liability, long-term	1,166			—			1,166
Long-term debt, excluding current portion	2,504			—			2,504
Other long-term liabilities	3,070			—			3,070
Total liabilities	50,791			46			50,837
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value per share, 40,000 shares authorized; 27,955 shares issued and outstanding at June 30, 2011	2,780			—			2,780
Additional paid-in capital	250,341			—			250,341
Accumulated deficit	(164,891		)	(1,501		)	(166,392		)
Accumulated other comprehensive income	16,993			—			16,993
Total stockholders’ equity	105,223			(1,501		)	103,722
Total liabilities and stockholders’ equity	$	156,014		$	(1,455	)	$	154,559

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET

(in thousands, except per share data)



	March 31, 2011
	As previously reported			Restatement Adjustments			Restated
ASSETS
Current assets:
Cash and cash equivalents	$	33,063		$	—		$	33,063
Trade and other accounts receivable, net of allowance for doubtful accounts of $209 at March 31, 2011	32,301			(6,087		)	26,214
Inventories	22,913			3,552			26,465
Prepaid expenses and other current assets	2,657			26			2,683
Total current assets	90,934			(2,509		)	88,425
Property and equipment, net	22,257			—			22,257
Intangible assets, net	1,526			—			1,526
Goodwill	25,338			—			25,338
Pension asset	5,642			—			5,642
Other non-current assets	471			—			471
Total assets	$	146,168		$	(2,509	)	$	143,659
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	28,842		$	9		$	28,851
Accrued warranty	367			—			367
Accrued employee compensation	4,942			—			4,942
Deferred revenue	419			—			419
Short-term borrowings and current portion of long-term debt	3,470			—			3,470
Deferred tax liability	1,373			—			1,373
Total current liabilities	39,413			9			39,422
Deferred tax liability, long-term	1,166			—			1,166
Long-term debt, excluding current portion	2,282			—			2,282
Other long-term liabilities	3,049			—			3,049
Total liabilities	45,910			9			45,919
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value per share, 40,000 shares authorized; 27,950 shares issued and outstanding at March 31, 2011	2,779			—			2,779
Additional paid-in capital	249,558			—			249,558
Accumulated deficit	(163,674		)	(2,518		)	(166,192		)
Accumulated other comprehensive income	11,595			—			11,595
Total stockholders’ equity	100,258			(2,518		)	97,740
Total liabilities and stockholders’ equity	$	146,168		$	(2,509	)	$	143,659

The restated quarterly consolidated statements of operations for the first three quarters of fiscal year 2012 and all the quarters of fiscal year 2011 are presented below:

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)



	Three Months Ended September 30, 2012
	As previously reported			Restatement Adjustments			Restated
Revenue	$	43,907		$	(1,194	)	$	42,713
Cost of revenue	25,534			(963		)	24,571
Gross profit	18,373			(231		)	18,142
Operating expenses:
Selling, general and administrative	7,344			(2		)	7,342
Research and development	5,084			—			5,084
Total operating expenses	12,428			(2		)	12,426
Income (loss) from operations	5,945			(229		)	5,716
Interest expense, net	(56		)	—			(56		)
Amortization of debt discount and prepaid debt costs	(16		)	—			(16		)
Gain on embedded derivatives and warrants	—			—			—
Income (loss) from operations before income taxes	5,873			(229		)	5,644
Income tax provision	470			(54		)	416
Net income (loss)	$	5,403		$	(175	)	$	5,228
Net income (loss) per share:
Basic	$	0.19		$	(0.01	)	$	0.18
Diluted	$	0.19		$	(0.01	)	$	0.18
Weighted average common shares outstanding:
Basic	28,736			—			28,736
Diluted	28,748			—			28,748

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)



	Three Months Ended June 30, 2012
	As previously reported			Restatement Adjustments			Restated
Revenue	$	40,856		$	(4,618	)	$	36,238
Cost of revenue	23,876			(2,162		)	21,714
Gross profit	16,980			(2,456		)	14,524
Operating expenses:
Selling, general and administrative	8,238			171			8,409
Research and development	5,294			—			5,294
Total operating expenses	13,532			171			13,703
Income (loss) from operations	3,448			(2,627		)	821
Interest expense, net	(56		)	—			(56		)
Amortization of debt discount and prepaid debt costs	(15		)	—			(15		)
Gain on embedded derivatives and warrants	—			—			—
Income (loss) from operations before income taxes	3,377			(2,627		)	750
Income tax provision	719			—			719
Net income (loss)	$	2,658		$	(2,627	)	$	31
Net income (loss) per share:
Basic	$	0.09		$	(0.09	)	$	—
Diluted	$	0.09		$	(0.09	)	$	—
Weighted average common shares outstanding:
Basic	28,672			—			28,672
Diluted	28,780			—			28,780

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)



	Three Months Ended March 31, 2012
	As previously reported			Restatement Adjustments			Restated
Revenue	$	39,230		$	(3,426	)	$	35,804
Cost of revenue	23,093			(2,446		)	20,647
Gross profit	16,137			(980		)	15,157
Operating expenses:
Selling, general and administrative	9,286			502			9,788
Research and development	5,596			(26		)	5,570
Total operating expenses	14,882			476			15,358
Income (loss) from operations	1,255			(1,456		)	(201		)
Interest expense, net	(26		)	—			(26		)
Amortization of debt discount and prepaid debt costs	(11		)	—			(11		)
Gain on embedded derivatives and warrants	—			—			—
Income (loss) from operations before income taxes	1,218			(1,456		)	(238		)
Income tax provision	714			—			714
Net income (loss)	$	504		$	(1,456	)	$	(952	)
Net income (loss) per share:
Basic	$	0.02		$	(0.05	)	$	(0.03	)
Diluted	$	0.02		$	(0.05	)	$	(0.03	)
Weighted average common shares outstanding:
Basic	28,122			—			28,122
Diluted	28,559			—			28,122

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)



	Three Months Ended December 31, 2011
	As previously reported			Restatement Adjustments			Restated
Revenue	$	42,493		$	(5,117	)	$	37,376
Cost of revenue	26,345			(3,979		)	22,366
Gross profit	16,148			(1,138		)	15,010
Operating expenses:
Selling, general and administrative	8,566			(107		)	8,459
Research and development	5,354			26			5,380
Total operating expenses	13,920			(81		)	13,839
Income (loss) from operations	2,228			(1,057		)	1,171
Interest expense, net	(21		)	—			(21		)
Amortization of debt discount and prepaid debt costs	—			—			—
Gain on embedded derivatives and warrants	—			—			—
Income (loss) from operations before income taxes	2,207			(1,057		)	1,150
Income tax provision	635			—			635
Net income (loss)	$	1,572		$	(1,057	)	$	515
Net income (loss) per share:
Basic	$	0.06		$	(0.04	)	$	0.02
Diluted	$	0.06		$	(0.04	)	$	0.02
Weighted average common shares outstanding:
Basic	27,851			—			27,851
Diluted	28,285			—			28,285

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)



	Three Months Ended September 30, 2011
	As previously reported			Restatement Adjustments		Restated
Revenue	$	41,096		$	934	$	42,030
Cost of revenue	24,547			653		25,200
Gross profit	16,549			281		16,830
Operating expenses:
Selling, general and administrative	9,595			10		9,605
Research and development	5,707			—		5,707
Total operating expenses	15,302			10		15,312
Income from operations	1,247			271		1,518
Interest expense, net	(27		)	—		(27		)
Amortization of debt discount and prepaid debt costs	—			—		—
Gain on embedded derivatives and warrants	—			—		—
Income from operations before income taxes	1,220			271		1,491
Income tax provision	922			—		922
Net income	$	298		$	271	$	569
Net income per share:
Basic	$	0.01		$	0.01	$	0.02
Diluted	$	0.01		$	0.01	$	0.02
Weighted average common shares outstanding:
Basic	27,733			—		27,733
Diluted	28,161			—		28,161

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)



	Three Months Ended June 30, 2011
	As previously reported			Restatement Adjustments			Restated
Revenue	$	38,463		$	83		$	38,546
Cost of revenue	22,987			1,658			24,645
Gross profit	15,476			(1,575		)	13,901
Operating expenses:
Selling, general and administrative	11,798			(2,600		)	9,198
Research and development	5,297			8			5,305
Total operating expenses	17,095			(2,592		)	14,503
Income (loss) from operations	(1,619		)	1,017			(602		)
Interest expense, net	(25		)	—			(25		)
Amortization of debt discount and prepaid debt costs	—			—			—
Gain on embedded derivatives and warrants	—			—			—
Income (loss) from operations before income taxes	(1,644		)	1,017			(627		)
Income tax provision	(427		)	—			(427		)
Net income (loss)	$	(1,217	)	$	1,017		$	(200	)
Net income (loss) per share:
Basic	$	(0.04	)	$	0.03		$	(0.01	)
Diluted	$	(0.04	)	$	0.03		$	(0.01	)
Weighted average common shares outstanding:
Basic	27,669			—			27,669
Diluted	27,669			—			27,669

MAXWELL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)



	Three Months Ended March 31, 2011
	As previously reported			Restatement Adjustments			Restated
Revenue	$	35,259		$	(6,035	)	$	29,224
Cost of revenue	21,375			(3,480		)	17,895
Gross profit	13,884			(2,555		)	11,329
Operating expenses:
Selling, general and administrative	7,985			(29		)	7,956
Research and development	5,972			(8		)	5,964
Total operating expenses	13,957			(37		)	13,920
Loss from operations	(73		)	(2,518		)	(2,591		)
Interest expense, net	(36		)	—			(36		)
Amortization of debt discount and prepaid debt costs	(55		)	—			(55		)
Gain on embedded derivatives and warrants	1,086			—			1,086
Income (loss) from operations before income taxes	922			(2,518		)	(1,596		)
Income tax provision	726			—			726
Net income (loss)	$	196		$	(2,518	)	$	(2,322	)
Net income (loss) per share:
Basic	$	0.01		$	(0.10	)	$	(0.09	)
Diluted	$	0.01		$	(0.10	)	$	(0.09	)
Weighted average common shares outstanding:
Basic	27,285			—			27,285
Diluted	28,112			—			27,285