Attached files
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| EX-99.3 - EXHIBIT 99.3 PRESS RELEASE VIEX AMENDMENT - MAXWELL TECHNOLOGIES INC | mxwl0919178kex993pressrele.htm |
| EX-99.2 - EXHIBIT 99.2 PRESS RELEASE DEBT LAUNCH - MAXWELL TECHNOLOGIES INC | mxwl0919178kex992pressrele.htm |
| EX-10.1 - EXHIBIT 10.1 VIEX AGREEMENT - MAXWELL TECHNOLOGIES INC | mxwl0919178kex101viexagree.htm |
| 8-K - 8-K OFFERING, VIEX - MAXWELL TECHNOLOGIES INC | mxwl0919178kofferingviex.htm |
Innovative, Affordable Power & Energy Solutions
Maxwell Management Presentation
144A Convertible Debt Issuance
September 2017
Exhib
it 99.
1
MAXWELL CONFIDENTIAL
Disclaimers
2
Non-GAAP Financial Information
Management also uses certain non-GAAP financial measures in this presentation which constitute “non-GAAP financial measures” as defined by the Securities and
Exchange Commission. Management uses these non-GAAP financial measures to enable it to further and more consistently analyze the period-to-period financial
performance of its core business operations. Management believes that providing investors with these non-GAAP measures gives them additional information to enable
them to assess, in the same way management assesses, the Company’s current and future continuing operations. These non-GAAP measures are not in accordance with,
or an alternative for, GAAP, and may be different from non-GAAP measures used by other companies. These non-GAAP measures are in addition to, and not a substitute
for or superior to, measures prepared in accordance with GAAP. Reconciliations of the non-GAAP financial measures to the comparable GAAP financial measures are
included on Appendix A of this presentation.
The information in this Investor Presentation is for informational purposes only and is neither an offer to sell, nor a solicitation of an offer to subscribe for or buy securities in
any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Non Solicitation
MAXWELL CONFIDENTIAL
Safe Harbor
3
Statements made during this presentation 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 1955. Such risks, uncertainties and contingencies include, but are not limited to, the following:
Dependence upon the sale of products to a small number of customers and
vertical markets, some of which are heavily dependent on government funding or
government subsidy programs which could be reduced, modified or discontinued
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;
Regulatory and other approvals related to the completion of financing
transactions;
Downward pressures on product pricing from increased competition and 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;
Dependence upon the sale of products into Asia and Europe, where
macroeconomic factors outside our control may adversely affect our sales;
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;
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. The Company undertakes no duty to update any forward-looking statement to reflect actual results or changes in the
Company’s expectations.
MAXWELL CONFIDENTIAL
Key Executive Team Members
Franz Fink
President &
CEO
25 years
In industry
David Lyle
SVP Finance &
CFO
26 years
In industry
Gérard
Lopez
VP & GM
High Voltage
20+ years
In industry
Emily
Lough
Corporate
Counsel
10 years
In industry
Earl Wiggins
VP Operations
32 years
In industry
Thibault
Kassir
VP & GM
Energy Storage
24+ years
In industry
Aileen
Gipson
Sr. Director
HR
15+ years
In industry
With you today…
4
Executive Summary
5
MAXWELL CONFIDENTIAL
Summary Term Sheet
Key Terms New Issue Exchangeable Senior Notes
Issuer Maxwell Technologies, Inc.
Security Senior Unsecured Convertible Notes
Method of Distribution 144A
Size $50 million + 15% Greenshoe
Maturity 5-year
Coupon 5.0% - 5.5%
Conversion Premium 20% - 30%
Settlement Method Cash, shares of Common Stock or a combination of cash and shares, at the
Company’s election
Calls/Puts Provisionally callable with a make-whole after year 2 if stock price ≥ 130% of
conversion price; No investor put rights
Use of Proceeds General Corporate Purposes with particular focus on Capital Expenditure
investment
Expected Pricing 9/21
Book Runner Barclays 6
MAXWELL CONFIDENTIAL
Sources & Uses and Pro Forma Capitalization
Sources
$’s in millions
Uses
Pro Forma Capitalization
New Senior Unsecured Convertible Notes $50 Balance Sheet Cash $46
Fees & Expenses 4
Total Sources $50 Total Uses $50
Previous Guidance
Mid-Point* New Pro Forma
9/30/2017 Convertible Notes Post Offering
Total Cash $14.5 $46.0 $60.5
Working Capital Line (up to $25M) -- -- --
New Convertible Notes -- $50.0 $50.0
Total Debt $0.0 $50.0 $50.0
7
Estimated Uses Detail
Capital Expenditures $25 - $35
• Dry Battery Electrode*
• Committed Factory Expansions
• New Product Introduction
• Production Equipment
General Corporate Purposes $11 - $21
Fees & Expenses $4
*Dry Battery Electrode may also be funded through strategic partnerships
* Source: Q2-2017 earnings call held on August 7, 2017.
MAXWELL CONFIDENTIAL
Key Investment Highlights
• #1 Globally in High Voltage Capacitors & Ultracapacitors with $1.5 billion served available
market (SAM) in 2022 20% compound annual growth rate (CAGR)
• 3 year business transformation poised to deliver long-term growth & shareholder value
• Unique & patented “Dry” Electrode technology poised to revolutionize multi-billion dollar
lithium-ion battery market, and represents a significant long-term opportunity
8
• Positioned at the center of 3 disruptive megatrends – accelerated growth of Electric
Vehicles, Autonomous Driving, and Renewable Energy
** Source: Dry Electrode Revenue SAM derived by Maxwell Market Research with inputs from Navigant Research and Multiple Automotive OEM and Tier 1 partner forecast models
* Source: Ultracapacitor SAM derived by Maxwell Market Research with inputs from Navigant Research, Customer Feedback and inputs, CNEAI production data, and Maxwell content assumptions
*
**
Enabling Technologies for a Sustainable & Green Energy Future
9
MAXWELL CONFIDENTIAL
Maxwell Technologies
Enabling Technologies for a Sustainable & Green Energy Future
Founded 1965; IPO 1983 (NASDAQ: MXWL)
Develops, manufactures, markets energy storage and power delivery
solutions
Headquarters: San Diego, CA
Locations: U.S.A., Switzerland, China, Korea
Employees: 483
Business Highlights
Products
Financial Highlights
LTM Q4'16 LTM Q1'17 LTM Q2'17
Microelectronics (sold April '16)
Ultracapacitors & High Voltage
$72M
$45M
$4M
UCAP
HV
2016 Product Revenue 2016 Geographic Revenue
China
Rest of
World
Germ.
USA
39%
40%
10%
11%
$121M
Revenue ($M)
$121M
Q2‘17 Cash Balance
10
ME
$116
$113
$121
$112
Excluding Microelectronics
$117
Excluding Microelectronics
G R I D W I N D A U T O R A I L B U S I N D U S T I A L
H I G H
V O L T A G E U L T R A C A P A C I T O R S
D R Y B A T T E R Y
E L E C T R O D E
Serving Key Markets
$19.2 million
MAXWELL CONFIDENTIAL
Executing our Strategy to Deliver Profitability, Sustainable Growth & Value
Foundational Cash Flow Sustainable Growth Significant Opportunity
Maxwell -- A Growth Opportunity
11
High Voltage
“Maintain Leadership”
Ultracapacitors
“Market Consolidation & Scale”
Dry Battery Electrode
“Leverage For Growth”
MAXWELL CONFIDENTIAL
High Voltage
“Maintain Leadership”
Ultracapacitors
“Market Consolidation & Scale”
Dry Battery Electrode
“Leverage For Growth”
-- Positioned at Center of 3 Disruptive Megatrends --
Accelerated Growth of Electric Vehicles, Autonomous Driving, and Renewable Energy
SAM
Paradigm shift towards
digitization of Grid
Increasing electrification in Auto
Increasing performance
demands in Electric Vehicles
3 Megatrends Driving Maxwell’s Large and Growing Markets
Increasing renewables in Grid
$100M
$150M
2017 2022
$500M
$1.35B
2017 2022
Multi-Billion
SAM SAM
12
Source: Maxwell Market Research, Navigant Research & Multiple Automotive OEM and Tier 1 partners Source: Maxwell Market Research, Navigant Research, Customer Feedback, CNEAI production data Source: Maxwell Market Research, MarketsandMarkets Research, Customer Feedback
MAXWELL CONFIDENTIAL
High Voltage: CONDIS® -- 114 Year Heritage & Brand Leadership
High Voltage Capacitors
#1
Globally
CONDIS® High-Voltage Grading & Coupling Capacitors Ensure Safe & Reliable
Transmission, Distribution & Measurement in the New Energy Grid
Leading supplier of High Voltage Circuit
Breaker products
Best-in-class products providing long lifetime,
high quality and reliability for energy grid
Building out portfolio with next-generation
products (UHVDC circuit breakers, precision
metering) to expand addressable market
Establishing global Asian OEM partnerships to
secure core business and position for long
term growth
13
Source: Maxwell Market Research, MarketsandMarkets Research, Customer Feedback
MAXWELL CONFIDENTIAL
Factory Expansion to Grow Foundational Cash Flow Critical to Sustain Investment Engine
High Voltage: Maintaining Leadership to Deliver Foundational Cash
Secure Foundational Cash Flow
Grow Revenue & Cash Flow
$50M
(2022 SAM)
Expand the Portfolio
“Intersect Digitization Paradigm Shift”
$100M
(2022 SAM)
Refresh the Core Portfolio
“Maintain Market Leadership”
14
Source: Maxwell Market Research, MarketsandMarkets Research, Customer Feedback
MAXWELL CONFIDENTIAL
* Applicable in certain operating conditions. See datasheet for details. Actual results may vary.
** Argonne Study 2012: “Effect of ultracapacitor-modified PHEV protocol on performance
degradation in lithium-ion cells.”
Ultracapacitors (UCAPs): High Power Energy Storage Devices
Positioned as Global Leader to capitalize on coming inflection points in Key Target Markets
The energy storage technology that
instantly delivers the power
necessary to accelerate your car,
to rotate the blade of a wind turbine,
or to smooth variable wind or solar
power generation
15
Source: Maxwell Market Research, Navigant Research, Customer Feedback, CNEAI production data, and Maxwell revenue
Ultracapacitors
#1
Globally
MAXWELL CONFIDENTIAL
Maxwell Ultracapacitors Continue to Gain Momentum in Auto, Grid & Industrial
Automotive Industrial
Currently engaged or target customers Currently engaged or target customers
Electrification in Automotive, Grid and Industrial will drive sustainable growth
Wind Grid Energy Storage
Start Stop • eTurbo
eActive Suspension
Autonomous Driving
Electric Pitch Control
Battery Retrofit System
AGV • SRV • Industrial
Automation • UPS
Grid Stabilization
Microgrids
16
MAXWELL CONFIDENTIAL
Design Wins Accelerating with Market Leaders
Well positioned to capitalize on market leadership to drive long-term profitable growth
3x Design
Wins
Cumulative Design Wins
Key Design Wins
14 confirmed design wins at various stages of progress and in several different applications including eActive
Suspension & Backup Power for Autonomous Driving
First Utility-scale power stabilization Grid Energy Storage project confirmed with global leading OEM set for
deployment in 2018. Further deployments expected in 2019 & 2020
17
High Voltage
• New products, initiatives & design win
traction enabling growth path
Ultracapacitors
• Cumulative design wins in target markets
tripling over last three years
• Design in momentum building as 3 global
megatrends gain traction
MAXWELL CONFIDENTIAL
Maxwell’s Innovative Patented Dry Electrode Technology
18
Activated
Carbon
Proprietary
Dry Process
Maxwell
Electrode
• Activated carbon
(AC) derived from
sustainable source
• AC Mixed with “Binder”
• Calendared to form
free standing film
• Laminate to current
collector
• Electrode production
More Energy! Lower Cost! Longer Life!
Maxwell’s Dry Electrode technology is unlocking the multi-billion dollar
potential of lithium-ion batteries for the electric vehicle market 18
Extending Application & Benefits of Patent Protected Dry Electrode to
New Energy Storage Platforms with the goal of achieving….
Dry Electrode Legacy
Ultracapacitor Lithium-Ion Capacitor Battery Electrode
Leveraging foundational Dry Electrode technology
to revolutionize batteries for the electrified world
12 years of innovation
in Dry Electrode
Rail Auto
Auto Grid Wind Bus Industrial
MAXWELL CONFIDENTIAL
Revolutionary Breakthrough Unlocks Significant Value for Customers, Partners & Shareholders
[VALUE]
[VALUE]
2017 2030
Target Market SAM Electric Vehicles (M)
Target Market SAM Energy Density (Wh/kg)
+10%
2017 2025
State of the Art MXWL
+20%
Market to Experience Massive Growth
Challenged by Battery Cost & Performance
Enables 20% Higher Energy Density
Saves $200-$1000 Per Electric Vehicle
Industry Targets: 2025
Capitalizing on Significant Opportunity with Maxwell’s Dry Electrode
Strategically Partnering with Global Leaders to Commercialize a Technology Breakthrough
19
21%
CAGR
Source: Industry Energy Density targets Carin ERA & US Department of Energy
Source: Dry Electrode energy density performance validated by 3rd party strategic partner through joint development activities, testing and modeling
Sources: Forecast range derived from Maxwell Market Research, Navigant Research and 3rd party Automotive OEM forecasts
380
Wh/kg
MAXWELL CONFIDENTIAL
A U T O
Promoting clean, reliable, affordable and universally available energy
W I N D
R A I L
G R I D
E N E R G Y
S T O R A G E
I N D U S T R I A L
H I G H
V O L T A G E
MAXWELL CONFIDENTIAL
B U S
20
Financial Summary
21
MAXWELL CONFIDENTIAL
Narrow Focus to Key
Target Markets
Consolidated
Ultracapacitor Factories
to enhance Gross
Margins
Reorganization
Cutting Opex $15M
annually
Dry Battery Electrode
partnership Agreement
signed with Global Auto
OEM
Divested Non-Strategic
Microelectronics for $22M
to enhance Balance Sheet
Invest in Global Factory & Supply Chain
Optimization Plan to support Corporate
GM targets
Invest in Dry Battery Electrode Capex to
bridge to commercial agreements with
Partners
Expand Korea (Nesscap) & High Voltage
(Switzerland) factories to meet
increasing demand
Restructuring #2 to Enable
OPEX neutral acquisition of
Nesscap
China Localization Agreement
signed to improve China Market
Access
Acquired Nesscap Small Cell
Ultracapacitors to complete
product portfolio & gain scale
Continuing to Execute on Our Business Transformation
Underway
2014 2015 2016 2017 2018
22
MAXWELL CONFIDENTIAL
Q4’17 Target
“Near EBITDA Breakeven”
Operating Expense*
Revenue
Adjusted EBITDA*
Gross Margin*
Financial Summary
2018 Target
“Revenue Inflection
Point in 2018”
Source: Q2’17 earnings call commentary
Source: Q2’17 earnings call commentary
23 *Indicates a non-GAAP measure. For reconciliation of GAAP to non-GAAP, see Appendix A.
$M
$M $M
%
MAXWELL CONFIDENTIAL
Recent Developments
• SDIC strategic investment agreement terminated to enable note offering but strategic
partnership discussions will continue
• $500k capitalized deal expenses to be accelerated into Q3’17 GAAP operating expense
• Resolution with the SEC agreed in concept on 2013 financial restatement matter
• $2.8M settlement; to be accrued as Q3’17 GAAP operating expense
• No independent monitor required and no additional remediation required
• To be settled on a without admitting or denying basis, thereby concluding the investigation
• Viex supports $50M note offering as well as support for 2018 AGM initiatives
• $600k settlement agreement amendment fee to be accrued as Q3’17 GAAP operating expense
• Early execution of organizational realignment following Nesscap acquisition
• $1M expected severance to be accrued as an increase to Q3’17 GAAP operating expense
24
MAXWELL CONFIDENTIAL
Positioned to Deliver Long-Term Profitable Growth & Shareholder Value
Large Growing
Markets
Strongest Portfolio
Ever
Solidifying
Foundation
Global Leading
Customer & Partners
Securing Capital Required
to Unlock the Value of our
Technology Platform
Global Leader in
Ultracapacitor and High
Voltage Product Lines
Stable Base in High Voltage
& Wind, Coming Inflections
in Automotive, Grid &
Industrial
Strategically Partnering
with Global Leaders in
Automotive, Grid &
Industrial
25
Thank You
MAXWELL CONFIDENTIAL
Appendix A: GAAP to non-GAAP Reconciliation
27