0000927003false00009270032023-08-032023-08-03

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): August 3, 2023

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, 2023, Advanced Energy Industries, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

    

Description

99.1

Advanced Energy press release dated August 3, 2023 reporting financial results for the quarter ended June 30, 2023

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, 2023

Paul Oldham

Chief Financial Officer & Executive Vice President

Exhibit 99.1

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Financial News Release

Advanced Energy Reports Second Quarter 2023 Results

Revenue was $416 million, above the mid-point of guidance
Industrial & Medical revenue was a quarterly record and grew 22% from last year
GAAP EPS from continuing operations was $0.73
Non-GAAP EPS was $1.11, above the mid-point of guidance

DENVER, Colo., August 3, 2023 - 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, 2023.

“Second quarter results were led by record revenue in the Industrial and Medical market, highlighting the benefits of our broad-based growth and diversification strategy,” said Steve Kelley, president and CEO of Advanced Energy. “We are experiencing strong design win activity across the portfolio, with particularly high interest in our two new plasma power platforms for semiconductor applications.”

Second Quarter Results

Sales were $415.5 million in the second quarter of 2023, compared with $425.0 million in the first quarter of 2023 and $440.9 million in the second quarter of 2022.

GAAP net income from continuing operations was $27.5 million or $0.73 per diluted share in the quarter, compared with $31.8 million or $0.84 per diluted share in the prior quarter, and $44.8 million or $1.19 per diluted share a year ago.

Non-GAAP net income was $41.9 million or $1.11 per diluted share in the second quarter of 2023. This compares with $47.0 million or $1.24 per diluted share in the first quarter of 2023, and $54.3 million or $1.44 per diluted share in the second quarter of 2022.

Advanced Energy generated $23.6 million of cash flow from continuing operations during the quarter and paid $3.8 million in a quarterly dividend.

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Third Quarter 2023 Guidance

Based on the Company’s current view, beliefs, and assumptions, guidance is within the following ranges:

Q3 2023

Revenue

$415 million +/- $15 million

GAAP EPS from continuing operations

$0.70 +/- $0.20

Non-GAAP EPS

$1.13 +/- $0.20

Conference Call

Management will host a conference call today, August 3, 2023, 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 production, medical and life sciences, data center computing, networking, and telecommunications. 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. Trust.

For more information, contact:

Andrew Huang

Advanced Energy Industries, Inc.

970-407-6555

ir@aei.com

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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, inflationary pressures, economic downturns, and volatility and cyclicality of the industries we serve; (c) the impact of political and geographical risks, including trade and export regulations, other effects of 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

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process; (f) delays in capital spending by end-users in our served markets; (g) the risks and uncertainties related to the 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 and lawsuits 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; and (n) changes and adjustments to the tax expense and benefits related to the U.S. tax law changes, 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, 

    

2023

    

2022

    

2023

 

2023

    

2022

Sales, net

$

415,508

$

440,949

$

425,040

$

840,548

$

838,408

Cost of sales

 

268,428

 

278,791

 

269,929

 

538,357

 

531,934

Gross profit

 

147,080

 

162,158

 

155,111

 

302,191

 

306,474

Gross margin %

 

35.4

%

 

36.8

%

 

36.5

%

 

36.0

%

 

36.6

%

Operating expenses:

Research and development

 

51,413

 

48,009

 

51,610

 

103,023

 

91,623

Selling, general, and administrative

 

55,613

 

55,022

 

55,358

 

110,971

 

104,340

Amortization of intangible assets

 

7,075

 

6,523

 

7,062

 

14,137

 

12,032

Restructuring

 

3,154

 

(161)

 

1,043

 

4,197

 

1,057

Total operating expenses

 

117,255

 

109,393

 

115,073

 

232,328

 

209,052

Operating income

 

29,825

 

52,765

 

40,038

 

69,863

 

97,422

Other income (expense), net

 

2,425

 

3,249

 

(550)

 

1,875

 

2,407

Income from continuing operations, before income taxes

 

32,250

 

56,014

 

39,488

 

71,738

 

99,829

Provision for income taxes

 

4,795

 

11,203

 

7,736

 

12,531

 

18,156

Income from continuing operations

 

27,455

 

44,811

 

31,752

 

59,207

 

81,673

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

 

(315)

 

180

 

(831)

 

(1,146)

 

82

Net income

 

27,140

 

44,991

 

30,921

 

58,061

 

81,755

Income from continuing operations attributable to noncontrolling interest

 

 

21

 

 

 

7

Net income attributable to Advanced Energy Industries, Inc.

$

27,140

$

44,970

$

30,921

$

58,061

$

81,748

Basic weighted-average common shares outstanding

 

37,573

 

37,520

 

37,475

 

37,524

 

37,535

Diluted weighted-average common shares outstanding

 

37,803

 

37,710

 

37,757

 

37,804

 

37,754

Earnings per share attributable to Advanced Energy Industries, Inc:

Continuing operations:

Basic earnings per share

$

0.73

$

1.19

$

0.85

$

1.58

$

2.18

Diluted earnings per share

$

0.73

$

1.19

$

0.84

$

1.57

$

2.16

Discontinued operations:

Basic loss per share

$

(0.01)

$

$

(0.02)

$

(0.03)

$

Diluted loss per share

$

(0.01)

$

$

(0.02)

$

(0.03)

$

Net income:

Basic earnings per share

$

0.72

$

1.20

$

0.83

$

1.55

$

2.18

Diluted earnings per share

$

0.72

$

1.19

$

0.82

$

1.54

$

2.17

5


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

    

June 30, 

    

December 31, 

2023

2022

ASSETS

Current assets:

Cash and cash equivalents

$

455,252

$

458,818

Accounts and other receivables, net

 

258,752

 

300,683

Inventories

 

392,349

 

376,012

Other current assets

 

46,850

 

53,001

Total current assets

 

1,153,203

 

1,188,514

Property and equipment, net

 

159,025

 

148,462

Operating lease right-of-use assets

 

93,994

 

100,177

Other assets

 

85,500

 

84,056

Goodwill and intangible assets, net

 

458,185

 

470,959

Total assets

$

1,949,907

$

1,992,168

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

149,259

$

170,467

Other accrued expenses

 

118,750

 

185,805

Current portion of long-term debt

20,000

20,000

Current portion of operating lease liabilities

 

15,421

 

16,771

Total current liabilities

 

303,430

 

393,043

Long-term debt

343,516

353,262

Other long-term liabilities

 

177,682

 

179,596

Long-term liabilities

 

521,198

 

532,858

Total liabilities

 

824,628

 

925,901

Total stockholders' equity

 

1,125,279

 

1,066,267

Total liabilities and stockholders’ equity

$

1,949,907

$

1,992,168

6


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(in thousands)

    

Six Months Ended June 30, 

    

2023

    

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

58,061

$

81,755

Less: income (loss) from discontinued operations, net of income taxes

 

(1,146)

 

82

Income from continuing operations, net of income taxes

 

59,207

 

81,673

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

Depreciation and amortization

 

32,966

 

28,877

Stock-based compensation

 

14,738

 

8,986

Benefit for deferred income taxes

(786)

(1,977)

Loss on disposal and sale of assets

 

192

 

374

Changes in operating assets and liabilities, net of assets acquired

 

(50,813)

 

(70,392)

Net cash from operating activities from continuing operations

 

55,504

 

47,541

Net cash from operating activities from discontinued operations

 

(3,090)

 

55

Net cash from operating activities

 

52,414

 

47,596

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of investments

(3,128)

Purchases of property and equipment

 

(33,623)

 

(25,476)

Acquisitions, net of cash acquired

(145,779)

Net cash from investing activities

 

(36,751)

 

(171,255)

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on long-term borrowings

(10,000)

(10,000)

Dividend payments

(7,592)

(7,595)

Purchase and retirement of common stock

(23,578)

Net payments related to stock-based awards

 

(1,384)

 

(1,667)

Net cash from financing activities

 

(18,976)

 

(42,840)

EFFECT OF CURRENCY TRANSLATION ON CASH

 

(253)

 

(5,188)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(3,566)

 

(171,687)

CASH AND CASH EQUIVALENTS, beginning of period

 

458,818

 

544,372

CASH AND CASH EQUIVALENTS, end of period

$

455,252

$

372,685

7


ADVANCED ENERGY INDUSTRIES, INC.

SUPPLEMENTAL INFORMATION (UNAUDITED)

(in thousands)

Net Sales by Market

    

Three Months Ended

    

Six Months Ended

 

June 30, 

 

March 31, 

 

June 30, 

    

2023

    

2022

    

2023

    

2023

    

2022

Semiconductor Equipment

$

173,177

$

228,797

$

194,209

$

367,386

$

431,754

Industrial and Medical

127,603

104,951

123,020

250,623

187,849

Data Center Computing

59,076

69,161

59,659

118,735

145,399

Telecom and Networking

55,652

38,040

48,152

103,804

73,406

Total

$

415,508

$

440,949

$

425,040

$

840,548

$

838,408

Net Sales by Geographic Region

    

Three Months Ended

    

Six Months Ended

 

June 30, 

 

March 31, 

 

June 30, 

    

2023

    

2022

    

2023

    

2023

    

2022

North America

$

171,516

$

206,117

$

180,942

$

352,458

$

388,838

Asia

186,498

180,181

179,183

365,681

342,228

Europe

56,213

49,851

62,566

118,779

96,516

Other

1,281

4,800

2,349

3,630

10,826

Total

$

415,508

$

440,949

$

425,040

$

840,548

$

838,408

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, 

    

2023

    

2022

    

2023

    

2023

    

2022

Gross profit from continuing operations, as reported

$

147,080

$

162,158

$

155,111

$

302,191

$

306,474

Adjustments to gross profit:

Stock-based compensation

 

589

 

402

 

383

 

972

 

633

Facility expansion, relocation costs and other

 

60

 

1,187

 

957

 

1,017

 

2,471

Acquisition-related costs

97

64

53

150

(438)

Non-GAAP gross profit

147,826

163,811

156,504

304,330

309,140

Non-GAAP gross margin

35.6%

37.1%

36.8%

36.2%

36.9%

Operating expenses from continuing operations, as reported

117,255

109,393

115,073

232,328

209,052

Adjustments:

Amortization of intangible assets

 

(7,075)

 

(6,523)

 

(7,062)

 

(14,137)

 

(12,032)

Stock-based compensation

 

(7,348)

 

(4,656)

 

(6,418)

 

(13,766)

 

(8,353)

Acquisition-related costs

 

(1,165)

 

(4,159)

 

(878)

 

(2,043)

 

(5,827)

Restructuring

 

(3,154)

 

161

 

(1,043)

 

(4,197)

 

(1,057)

Non-GAAP operating expenses

 

98,513

 

94,216

 

99,672

 

198,185

 

181,783

Non-GAAP operating income

$

49,313

$

69,595

$

56,832

$

106,145

$

127,357

Non-GAAP operating margin

11.9%

15.8%

13.4%

12.6%

15.2%

Reconciliation of Non-GAAP measure - income excluding certain items

    

Three Months Ended

 

Six Months Ended

June 30, 

March 31, 

 

June 30, 

    

2023

    

2022

    

2023

    

2023

    

2022

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

$

27,455

$

44,790

$

31,752

$

59,207

$

81,666

Adjustments:

 

 

 

 

 

Amortization of intangible assets

 

7,075

 

6,523

 

7,062

 

14,137

 

12,032

Acquisition-related costs

 

1,262

 

4,223

 

931

 

2,193

 

5,389

Facility expansion, relocation costs, and other

 

60

 

1,187

 

957

 

1,017

 

2,471

Restructuring

3,154

 

(161)

 

1,043

 

4,197

 

1,057

Unrealized foreign currency gain

(2,266)

(5,569)

1,053

(1,213)

(6,854)

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

85

85

Tax effect of non-GAAP adjustments

 

(1,051)

(752)

 

(1,121)

 

(2,172)

(1,821)

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

 

35,689

50,326

 

41,677

 

77,366

 

94,025

Stock-based compensation, net of taxes

 

6,191

 

3,946

 

5,304

 

11,495

 

6,971

Non-GAAP income, net of income taxes

$

41,880

$

54,272

$

46,981

$

88,861

$

100,996

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, 

    

2023

    

2022

2023

 

2023

    

2022

Diluted earnings per share from continuing operations, as reported

$

0.73

$

1.19

$

0.84

 

$

1.57

$

2.16

Add back:

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

 

0.38

 

0.25

 

0.40

0.78

0.52

Non-GAAP earnings per share

$

1.11

$

1.44

$

1.24

$

2.35

$

2.68

Reconciliation of Q3 2023 Guidance

Low End

High End

Revenue

    

$400 million

    

$430 million

Reconciliation of non-GAAP earnings per share

 

  

 

  

GAAP earnings per share

$

0.50

$

0.90

Stock-based compensation

 

0.20

 

0.20

Amortization of intangible assets

 

0.19

 

0.19

Restructuring and other

 

0.12

 

0.12

Tax effects of excluded items

 

(0.08)

 

(0.08)

Non-GAAP earnings per share

$

0.93

$

1.33

10