0000927003false00009270032022-07-282022-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2022

Graphic

Advanced Energy Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware

    

000-26966

    

84-0846841

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1595 Wynkoop Street, Suite 800, Denver, Colorado

    

80202

(Address of principal executive offices)

(Zip Code)

(970) 407-6626

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock, $0.001 par value

AEIS

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition.

The information in this Form 8-K is furnished under “Item 2.02 Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On August 3, 2022, Advanced Energy Industries, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2022. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 8.01 Other Events

On July 28, 2022, the Board of Directors (the “Board”) of Advanced Energy Industries, Inc. (the “Company”) approved a resolution to increase the authorization amount under the Company’s existing share repurchase program (the “Share Repurchase Program”) by $97.6 million to $200.0 million, which authorization amount includes the $102.4 million that remains available pursuant to the Board’s previous authorization. Repurchases under the Share Repurchase Program may be made from time-to-time in the public or private markets, through block trades, Rule 10b5-1 trading plans or other available means and may include the use of derivative contracts and structured and accelerated share repurchase agreements, all in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934, as amended. The Share Repurchase Program has no time limit. There is no minimum number of shares required to be repurchased under the Share Repurchase Program, and the Share Repurchase Program may be suspended or discontinued at any time. The Company cannot predict when or if it will repurchase any shares as such repurchases will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

    

Description

99.1

Advanced Energy press release dated August 3, 2022 reporting financial results for the quarter ended June 30, 2022 and increase authorized to the share repurchase program

104

The cover page from Advanced Energy Industries, Inc. Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Paul Oldham

Date: August 3, 2022

Paul Oldham

Chief Financial Officer & Executive Vice President

Exhibit 99.1

Graphic

Financial News Release

Advanced Energy Announces Second Quarter 2022 Results and Increased Share Repurchase Authorization

Total revenue was a record $441 million, above high end of guidance range
Semiconductor revenue was also a record and grew 30% from last year
GAAP EPS from continuing operations was $1.19
Non-GAAP EPS was $1.44, above the high end of guidance range
Increased share repurchase authorization to $200 million

DENVER, Colo., August 3, 2022 - Advanced Energy Industries, Inc. (Nasdaq: AEIS), a global leader in highly engineered, precision power conversion, measurement, and control solutions, today announced financial results for the second quarter ended June 30, 2022.

“Second quarter financial results surpassed our expectations, largely due to improved availability of key components and good operational execution,” said Steve Kelley, president and CEO of Advanced Energy. “Customer demand remains strong, and we are pleased by the level of customer interest in our new technologies and products, the foundation of our long-term profitable growth.”

Quarter Results

Sales were $440.9 million in the second quarter of 2022, compared with $397.5 million in the first quarter of 2022 and $361.3 million in the second quarter of 2021.

GAAP net income from continuing operations was $44.8 million or $1.19 per diluted share in the quarter, compared with $36.9 million or $0.98 per diluted share in the prior quarter, and $35.5 million or $0.92 per diluted share a year ago.

Non-GAAP net income was $54.3 million or $1.44 per diluted share in the second quarter of 2022. This compares with $46.7 million or $1.24 per diluted share in the first quarter of 2022, and $48.1 million or $1.25 per diluted share in the second quarter of 2021.

Advanced Energy generated $37.6 million of cash flow from continuing operations during the quarter, repurchased $17.0 million of common stock and paid $3.8 million in a quarterly dividend.

A reconciliation of GAAP to non-GAAP measures is provided in the tables below.

1


Increased Share Repurchase Authorization

The Board of Directors increased the Company’s existing share repurchase authorization to $200 million.

Third Quarter 2022 Guidance

Based on the Company’s current view, beliefs, and assumptions, guidance for the third quarter of 2022 is within the following ranges:

Q3 2022

Revenues

$435 million +/- $25 million

GAAP EPS from continuing operations

$0.92 +/- $0.30

Non-GAAP EPS

$1.30 +/- $0.30

Conference Call

Management will host a conference call today, August 3, 2022, at 4:30 p.m. Eastern Time to discuss the second quarter financial results. To participate in the live earnings conference call, please dial 877-407-0890 approximately ten minutes prior to the start of the meeting and an operator will connect you. International participants can dial +1-201-389-0918. A webcast will also be available on our investor web page at ir.advancedenergy.com in the Events & Presentations section. The archived webcast will be available approximately two hours following the end of the live event.

About Advanced Energy

Advanced Energy Industries, Inc. (Nasdaq: AEIS) is a global leader in the design and manufacture of highly engineered, precision power conversion, measurement and control solutions for mission-critical applications and processes. Advanced Energy’s power solutions enable customer innovation in complex applications for a wide range of industries including semiconductor equipment, industrial, manufacturing, telecommunications, data center computing and healthcare. With engineering know-how and responsive service and support for customers around the globe, the company builds collaborative partnerships to meet technology advances, propels growth of its customers and innovates the future of power. Advanced Energy has devoted four decades to perfecting power. It is headquartered in Denver, Colorado, USA. For more information, visit www.advancedenergy.com.

Advanced Energy | Precision. Power. Performance.

For more information, contact:

Edwin Mok

Advanced Energy Industries, Inc.

970-407-6555

ir@aei.com

2


Non-GAAP Measures

This release includes GAAP and non-GAAP income and per-share earnings data and other GAAP and non-GAAP financial information. Advanced Energy’s non-GAAP measures exclude the impact of non-cash related charges such as stock-based compensation and amortization of intangible assets, as well as discontinued operations, and non-recurring items such as acquisition-related costs and restructuring expenses. The non-GAAP measures included in this release are not in accordance with, or an alternative for, similar measures calculated under generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. We believe that these non-GAAP measures provide useful information to management and investors to evaluate business performance without the impacts of certain non-cash charges, non-economic foreign currency remeasurements, and other cash charges which are not part of our usual operations. We use these non-GAAP measures to assess performance against business objectives, make business decisions, develop budgets, forecast future periods, assess trends, and evaluate financial impacts of various scenarios. In addition, management’s incentive plans include these non-GAAP measures as criteria for achievements. Additionally, we believe that these non-GAAP measures, in combination with its financial results calculated in accordance with GAAP, provide investors with additional perspective. To gain a complete picture of all effects on our financial results from any and all events, management does (and investors should) rely upon the GAAP measures as well, as the items excluded from non-GAAP measures may contribute to not accurately reflecting the underlying performance of the company’s continuing operations for the period in which they are incurred. Furthermore, the use of non-GAAP measures has limitations in that such measures do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP, and these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures.

Forward-Looking Statements

This release and statements we make on the above announced conference call contain, in addition to historical information, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this report that are not historical information are forward-looking statements. For example, statements relating to our beliefs, expectations and plans are forward-looking statements, as are statements that certain actions, conditions, or circumstances will continue. The inclusion of words such as "anticipate," "expect," "estimate," "can," "may," "might," "continue," "enables," "plan," "intend," "should," "could," "would," "likely," "potential," or "believe," as well as statements that events or circumstances "will" occur or continue, indicate forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to: (a) supply chain disruptions and component shortages that may impact our ability to timely manufacture products and deliver to customers; (b) the effects of global macroeconomic conditions upon demand for our products and services, including supply chain cost increases, other inflationary pressures, economic downturns, and volatility and cyclicality of the industries we serve; (c) the impact of political and geographical risks, including trade and other international disputes, war, terrorism, or geopolitical tensions; (d) managing backlog orders; (e) our ability to develop new products expeditiously and be successful in the design win process; (f) delays in capital spending by end-users in our served markets; (g) the risks and uncertainties related to the

3


integration of acquired companies including SL Power Electronics; (h) the continuing spread of COVID-19 and its potential adverse impact on our operations; (i) our ability to avoid additional costs after the solar inverter wind-down; (j) the accuracy of our assumptions on which our financial statement projections are based; (k) the timing of orders received from customers; (l) our ability to realize benefits from cost improvement efforts including avoided costs, restructuring plans and inorganic growth; (m) unanticipated changes to management’s estimates, reserves or allowances; (n) changes and adjustments to the tax expense and benefits related to the U.S. tax reform that was enacted in late 2017, any of which could negatively impact our customers’ and our presence, operations, and financial results. These and other risks are described in Advanced Energy’s Form 10-K, Forms 10-Q and other reports and statements filed with the Securities and Exchange Commission (the “SEC”). These reports and statements are available on the SEC’s website at www.sec.gov. Copies may also be obtained from Advanced Energy’s investor relations page at ir.advancedenergy.com or by contacting Advanced Energy’s investor relations at 970-407-6555. Forward-looking statements are made and based on information available to us on the date of this press release. Aspirational goals and targets discussed on the conference call or in the presentation materials should not be interpreted in any respect as guidance. We assume no obligation to update the information in this press release.

4


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

    

Three Months Ended

 

Six Months Ended

June 30, 

March 31, 

 

June 30, 

    

2022

    

2021

    

2022

 

2022

    

2021

Sales, net

$

440,949

$

361,311

$

397,459

$

838,408

$

712,931

Cost of sales

 

278,791

 

226,278

 

253,143

 

531,934

 

440,395

Gross profit

 

162,158

 

135,033

 

144,316

 

306,474

 

272,536

Gross margin %

 

36.8

%

 

37.4

%

 

36.3

%

 

36.6

%

 

38.2

%

Operating expenses:

Research and development

 

48,009

 

40,119

 

43,614

 

91,623

 

80,287

Selling, general, and administrative

 

55,022

 

48,110

 

49,318

 

104,340

 

94,841

Amortization of intangible assets

 

6,523

 

5,513

 

5,509

 

12,032

 

10,897

Restructuring expense (benefit)

 

(161)

 

211

 

1,218

 

1,057

 

1,249

Total operating expenses

 

109,393

 

93,953

 

99,659

 

209,052

 

187,274

Operating income

 

52,765

 

41,080

 

44,657

 

97,422

 

85,262

Other income (expense), net

 

3,249

 

(3,662)

 

(842)

 

2,407

 

(4,169)

Income from continuing operations, before income taxes

 

56,014

 

37,418

 

43,815

 

99,829

 

81,093

Provision for income taxes

 

11,203

 

1,876

 

6,953

 

18,156

 

7,160

Income from continuing operations

 

44,811

 

35,542

 

36,862

 

81,673

 

73,933

Income (loss) from discontinued operations, net of income taxes

 

180

 

(102)

 

(98)

 

82

 

208

Net income

 

44,991

 

35,440

 

36,764

 

81,755

 

74,141

Income from continuing operations attributable to noncontrolling interest

 

21

 

31

 

(14)

 

7

 

64

Net income attributable to Advanced Energy Industries, Inc.

$

44,970

$

35,409

$

36,778

$

81,748

$

74,077

Basic weighted-average common shares outstanding

 

37,520

 

38,389

 

37,549

 

37,535

 

38,359

Diluted weighted-average common shares outstanding

 

37,710

 

38,586

 

37,770

 

37,754

 

38,589

Earnings per share attributable to Advanced Energy Industries, Inc:

Continuing operations:

Basic earnings per share

$

1.19

$

0.93

$

0.98

$

2.18

$

1.93

Diluted earnings per share

$

1.19

$

0.92

$

0.98

$

2.16

$

1.91

Discontinued operations:

Basic earnings (loss) per share

$

$

$

$

$

0.01

Diluted earnings (loss) per share

$

$

$

$

$

0.01

Net income:

Basic earnings per share

$

1.20

$

0.92

$

0.98

$

2.18

$

1.93

Diluted earnings per share

$

1.19

$

0.92

$

0.97

$

2.17

$

1.92

5


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

    

June 30, 

    

December 31, 

2022

2021

ASSETS

Current assets:

Cash and cash equivalents

$

372,685

$

544,372

Accounts and other receivable, net

 

270,839

 

237,227

Inventories

 

395,866

 

338,410

Other current assets

 

48,126

 

42,225

Total current assets

 

1,087,516

 

1,162,234

Property and equipment, net

 

126,793

 

114,830

Operating lease right-of-use assets

 

104,191

 

101,769

Deposits and other assets

 

29,644

 

19,669

Goodwill and intangible assets, net

 

482,663

 

371,596

Deferred income tax assets

 

47,267

 

47,242

Total assets

$

1,878,074

$

1,817,340

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

197,870

$

193,708

Other accrued expenses

 

154,240

 

140,645

Current portion of long-term debt

20,000

20,000

Current portion of operating lease liabilities

 

16,911

 

15,843

Total current liabilities

 

389,021

 

370,196

Long-term debt

363,001

372,733

Other long-term liabilities

 

201,172

 

202,915

Long-term liabilities

 

564,173

 

575,648

Total liabilities

 

953,194

 

945,844

Advanced Energy stockholders' equity

 

924,228

 

870,851

Noncontrolling interest

 

652

 

645

Total stockholders’ equity

 

924,880

 

871,496

Total liabilities and stockholders’ equity

$

1,878,074

$

1,817,340

6


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(in thousands)

    

Six Months Ended June 30, 

    

2022

    

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

81,755

$

74,141

Less: income from discontinued operations, net of income taxes

 

82

 

208

Income from continuing operations, net of income taxes

 

81,673

 

73,933

Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization

 

28,877

 

25,744

Stock-based compensation expense

 

8,986

 

9,145

Provision for deferred income taxes

(1,977)

(1,663)

Loss on disposal of assets

 

374

 

446

Changes in operating assets and liabilities, net of assets acquired

 

(70,392)

 

(19,539)

Net cash from operating activities from continuing operations

 

47,541

 

88,066

Net cash from operating activities from discontinued operations

 

55

 

(377)

Net cash from operating activities

 

47,596

 

87,689

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

 

(25,476)

 

(14,203)

Acquisitions, net of cash acquired

(145,779)

(18,686)

Net cash from investing activities

 

(171,255)

 

(32,889)

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on long-term borrowings

(10,000)

(8,750)

Dividend payments

(7,595)

(7,728)

Purchase and retirement of common stock

(23,578)

(6,503)

Net payments related to stock-based awards

 

(1,667)

 

(3,258)

Net cash from financing activities

 

(42,840)

 

(26,239)

EFFECT OF CURRENCY TRANSLATION ON CASH

 

(5,188)

 

(1,753)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(171,687)

 

26,808

CASH AND CASH EQUIVALENTS, beginning of period

 

544,372

 

480,368

CASH AND CASH EQUIVALENTS, end of period

$

372,685

$

507,176

7


ADVANCED ENERGY INDUSTRIES, INC.

SUPPLEMENTAL INFORMATION (UNAUDITED)

(in thousands)

Net Sales by Product Line

    

Three Months Ended

    

Six Months Ended

 

June 30, 

 

March 31, 

 

June 30, 

    

2022

    

2021

    

2022

    

2022

    

2021

Semiconductor Equipment

$

228,797

$

176,671

$

202,957

$

431,754

$

357,387

Industrial and Medical

104,951

83,197

82,898

187,849

161,612

Data Center Computing

69,161

69,458

76,238

145,399

128,612

Telecom and Networking

38,040

31,985

35,366

73,406

65,320

Total

$

440,949

$

361,311

$

397,459

$

838,408

$

712,931

Net Sales by Geographic Region

    

Three Months Ended

    

Six Months Ended

 

June 30, 

 

March 31, 

 

June 30, 

    

2022

    

2021

    

2022

    

2022

    

2021

United States

$

174,293

$

139,525

$

158,742

$

333,035

$

271,123

North America (excluding U.S.)

31,824

26,112

23,979

55,803

52,359

Asia

180,181

148,803

162,047

342,228

298,394

Europe

49,851

44,491

46,665

96,516

84,913

Other

4,800

2,380

6,026

10,826

6,142

Total

$

440,949

$

361,311

$

397,459

$

838,408

$

712,931

8


ADVANCED ENERGY INDUSTRIES, INC.

SELECTED OTHER DATA (UNAUDITED)

(in thousands)

Reconciliation of Non-GAAP measure - operating expenses and operating income, excluding certain items

    

Three Months Ended

    

Six Months Ended

 

June 30, 

 

March 31, 

 

June 30, 

    

2022

    

2021

    

2022

    

2022

    

2021

Gross profit from continuing operations, as reported

$

162,158

$

135,033

$

144,316

$

306,474

$

272,536

Adjustments to gross profit:

Stock-based compensation

 

402

 

215

 

231

 

633

 

565

Facility expansion, relocation costs and other

 

1,187

 

1,997

 

1,284

 

2,471

 

3,835

Acquisition-related costs

64

84

(502)

(438)

92

Non-GAAP gross profit

163,811

137,329

145,329

309,140

277,028

Non-GAAP gross margin

37.1%

38.0%

36.6%

36.9%

38.9%

Operating expenses from continuing operations, as reported

109,393

93,953

99,659

209,052

187,274

Adjustments:

Amortization of intangible assets

 

(6,523)

 

(5,513)

 

(5,509)

 

(12,032)

 

(10,897)

Stock-based compensation

 

(4,656)

 

(3,229)

 

(3,697)

 

(8,353)

 

(8,580)

Acquisition-related costs

 

(4,159)

 

(2,328)

 

(1,668)

 

(5,827)

 

(4,356)

Facility expansion, relocation costs and other

 

 

(63)

 

 

 

(114)

Restructuring charges

 

161

 

(211)

 

(1,218)

 

(1,057)

 

(1,249)

Non-GAAP operating expenses

 

94,216

 

82,609

 

87,567

 

181,783

 

162,078

Non-GAAP operating income

$

69,595

$

54,720

$

57,762

$

127,357

$

114,950

Non-GAAP operating margin

15.8%

15.1%

14.5%

15.2%

16.1%

Reconciliation of Non-GAAP measure - income excluding certain items

    

Three Months Ended

 

Six Months Ended

June 30, 

March 31, 

 

June 30, 

    

2022

    

2021

    

2022

    

2022

    

2021

Income from continuing operations, less non-controlling interest, net of income taxes

$

44,790

$

35,511

$

36,876

$

81,666

$

73,869

Adjustments:

 

 

 

 

 

Amortization of intangible assets

 

6,523

 

5,513

 

5,509

 

12,032

 

10,897

Acquisition-related costs

 

4,223

 

2,412

 

1,166

 

5,389

 

4,448

Facility expansion, relocation costs, and other

 

1,187

 

2,060

 

1,284

 

2,471

 

3,949

Restructuring charges

(161)

 

211

 

1,218

 

1,057

 

1,249

Unrealized foreign currency (gain) loss

(5,569)

885

(1,285)

(6,854)

(1,317)

Acquisition-related costs and other included in other income (expense), net

85

899

85

986

Tax effect of non-GAAP adjustments

 

(752)

(2,043)

 

(1,069)

 

(1,821)

(3,327)

Non-GAAP income, net of income taxes, excluding stock-based compensation

 

50,326

45,448

 

43,699

 

94,025

 

90,754

Stock-based compensation, net of taxes

 

3,946

 

2,636

 

3,025

 

6,971

 

6,998

Non-GAAP income, net of income taxes

$

54,272

$

48,084

$

46,724

$

100,996

$

97,752

9


ADVANCED ENERGY INDUSTRIES, INC.

SELECTED OTHER DATA (UNAUDITED)

Reconciliation of non-GAAP measure - per share earnings excluding certain items

    

Three Months Ended

 

Six Months Ended

June 30, 

March 31, 

 

June 30, 

    

2022

    

2021

2022

 

2022

    

2021

Diluted earnings per share from continuing operations, as reported

$

1.19

$

0.92

$

0.98

 

$

2.16

$

1.91

Add back:

Per share impact of non-GAAP adjustments, net of tax

 

0.25

 

0.33

 

0.26

0.52

0.62

Non-GAAP per share earnings

$

1.44

$

1.25

$

1.24

$

2.68

$

2.53

Reconciliation of Q3 2022 Guidance

Low End

High End

Revenue

    

$410 million

    

$460 million

Reconciliation of non-GAAP earnings per share

 

  

 

  

GAAP earnings per share

$

0.62

$

1.22

Stock-based compensation

 

0.15

 

0.15

Amortization of intangible assets

 

0.19

 

0.19

Restructuring and other

 

0.11

 

0.11

Tax effects of excluded items

 

(0.07)

 

(0.07)

Non-GAAP earnings per share

$

1.00

$

1.60

10