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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): November 1, 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 November 1, 2022, Advanced Energy Industries, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2022. 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 November 1, 2022 reporting financial results for the quarter ended September 30, 2022

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: November 1, 2022

Paul Oldham

Chief Financial Officer & Executive Vice President

Exhibit 99.1

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Financial News Release

Advanced Energy Announces Third Quarter 2022 Results

Total revenue was $516 million, above high end of guidance range
Revenue in each of our end markets grew greater than 40% year-over-year
GAAP EPS from continuing operations was $1.99
Non-GAAP EPS was $2.12, above the high end of guidance range

DENVER, Colo., November 1, 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 third quarter ended September 30, 2022.

“We executed exceptionally well in the third quarter, delivering record quarterly revenue and earnings on improved supply and manufacturing output,” said Steve Kelley, president and CEO of Advanced Energy. “Demand for our precision power products was strong. We believe that our solid backlog, balanced market exposure and robust design win pipeline position Advanced Energy to continue to outperform our markets moving forward.

Quarter Results

Sales were $516.3 million in the third quarter of 2022, compared with $440.9 million in the second quarter of 2022 and $346.1 million in the third quarter of 2021.

GAAP net income from continuing operations was $74.9 million or $1.99 per diluted share in the quarter, compared with $44.8 million or $1.19 per diluted share in the prior quarter, and $21.0 million or $0.55 per diluted share a year ago.

Non-GAAP net income was $79.6 million or $2.12 per diluted share in the third quarter of 2022. This compares with $54.3 million or $1.44 per diluted share in the second quarter of 2022, and $34.0 million or $0.89 per diluted share in the third quarter of 2021.

Advanced Energy generated $65.4 million of cash flow from continuing operations during the quarter, repurchased $2.4 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.

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Fourth Quarter 2022 Guidance

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

Q4 2022

Revenues

$470 million +/- $20 million

GAAP EPS from continuing operations

$1.18 +/- $0.25

Non-GAAP EPS

$1.55 +/- $0.25

Conference Call

Management will host a conference call today, November 1, 2022, at 4:30 p.m. Eastern Time to discuss the third 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:

Edwin Mok

Advanced Energy Industries, Inc.

970-407-6555

ir@aei.com

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

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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 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

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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

 

Nine Months Ended

September 30, 

June 30, 

 

September 30, 

    

2022

    

2021

    

2022

 

2022

    

2021

Sales, net

$

516,274

$

346,093

$

440,949

$

1,354,682

$

1,059,024

Cost of sales

 

325,056

 

226,054

 

278,791

 

856,990

 

666,449

Gross profit

 

191,218

 

120,039

 

162,158

 

497,692

 

392,575

Gross margin %

 

37.0

%

 

34.7

%

 

36.8

%

 

36.7

%

 

37.1

%

Operating expenses:

Research and development

 

49,760

 

40,578

 

48,009

 

141,383

 

120,865

Selling, general, and administrative

 

56,716

 

48,373

 

55,022

 

161,056

 

143,214

Amortization of intangible assets

 

7,049

 

5,607

 

6,523

 

19,081

 

16,504

Restructuring expense (benefit)

 

121

 

1,272

 

(161)

 

1,178

 

2,521

Total operating expenses

 

113,646

 

95,830

 

109,393

 

322,698

 

283,104

Operating income

 

77,572

 

24,209

 

52,765

 

174,994

 

109,471

Other income (expense), net

 

8,940

 

495

 

3,249

 

11,347

 

(3,674)

Income from continuing operations, before income taxes

 

86,512

 

24,704

 

56,014

 

186,341

 

105,797

Provision for income taxes

 

11,639

 

3,657

 

11,203

 

29,795

 

10,817

Income from continuing operations

 

74,873

 

21,047

 

44,811

 

156,546

 

94,980

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

 

(697)

 

(37)

 

180

 

(615)

 

171

Net income

 

74,176

 

21,010

 

44,991

 

155,931

 

95,151

Income from continuing operations attributable to noncontrolling interest

 

9

 

6

 

21

 

16

 

70

Net income attributable to Advanced Energy Industries, Inc.

$

74,167

$

21,004

$

44,970

$

155,915

$

95,081

Basic weighted-average common shares outstanding

 

37,379

 

38,183

 

37,520

 

37,482

 

38,296

Diluted weighted-average common shares outstanding

 

37,630

 

38,363

 

37,710

 

37,725

 

38,517

Earnings per share attributable to Advanced Energy Industries, Inc:

Continuing operations:

Basic earnings per share

$

2.00

$

0.55

$

1.19

$

4.18

$

2.48

Diluted earnings per share

$

1.99

$

0.55

$

1.19

$

4.15

$

2.46

Discontinued operations:

Basic earnings (loss) per share

$

(0.02)

$

$

$

(0.02)

$

Diluted earnings (loss) per share

$

(0.02)

$

$

$

(0.02)

$

Net income:

Basic earnings per share

$

1.98

$

0.55

$

1.20

$

4.16

$

2.48

Diluted earnings per share

$

1.97

$

0.55

$

1.19

$

4.13

$

2.47

5


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

    

September 30, 

    

December 31, 

2022

2021

ASSETS

Current assets:

Cash and cash equivalents

$

409,053

$

544,372

Accounts and other receivable, net

 

307,018

 

237,227

Inventories

 

409,422

 

338,410

Other current assets

 

56,289

 

42,225

Total current assets

 

1,181,782

 

1,162,234

Property and equipment, net

 

136,502

 

114,830

Operating lease right-of-use assets

 

102,226

 

101,769

Deposits and other assets

 

33,364

 

19,669

Goodwill and intangible assets, net

 

475,033

 

371,596

Deferred income tax assets

 

45,148

 

47,242

Total assets

$

1,974,055

$

1,817,340

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

219,770

$

193,708

Other accrued expenses

 

176,886

 

140,645

Current portion of long-term debt

20,000

20,000

Current portion of operating lease liabilities

 

16,299

 

15,843

Total current liabilities

 

432,955

 

370,196

Long-term debt

358,132

372,733

Other long-term liabilities

 

193,020

 

202,915

Long-term liabilities

 

551,152

 

575,648

Total liabilities

 

984,107

 

945,844

Advanced Energy stockholders' equity

 

989,287

 

870,851

Noncontrolling interest

 

661

 

645

Total stockholders’ equity

 

989,948

 

871,496

Total liabilities and stockholders’ equity

$

1,974,055

$

1,817,340

6


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(in thousands)

    

Nine Months Ended September 30, 

    

2022

    

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

155,931

$

95,151

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

 

(615)

 

171

Income from continuing operations, net of income taxes

 

156,546

 

94,980

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

Depreciation and amortization

 

44,433

 

39,225

Stock-based compensation expense

 

15,008

 

12,819

Provision for deferred income taxes

(2,496)

(1,404)

Discount on notes receivable

(638)

(Gain) loss on disposal and sale of assets

 

(4,058)

 

923

Changes in operating assets and liabilities, net of assets acquired

 

(96,451)

 

(39,495)

Net cash from operating activities from continuing operations

 

112,982

 

106,410

Net cash from operating activities from discontinued operations

 

(81)

 

(523)

Net cash from operating activities

 

112,901

 

105,887

CASH FLOWS FROM INVESTING ACTIVITIES:

Receipt of notes receivable

802

Purchases of property and equipment

 

(39,507)

 

(21,184)

Acquisitions, net of cash acquired

(145,779)

(18,739)

Net cash from investing activities

 

(185,286)

 

(39,121)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long-term borrowings

85,000

Payment of debt-issuance costs

(1,350)

Payments on long-term borrowings

(15,000)

(8,750)

Dividend payments

(11,407)

(11,585)

Purchase and retirement of common stock

(25,955)

(56,625)

Net payments related to stock-based awards

 

(1,411)

 

(3,136)

Net cash from financing activities

 

(53,773)

 

3,554

EFFECT OF CURRENCY TRANSLATION ON CASH

 

(9,161)

 

(2,765)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(135,319)

 

67,555

CASH AND CASH EQUIVALENTS, beginning of period

 

544,372

 

480,368

CASH AND CASH EQUIVALENTS, end of period

$

409,053

$

547,923

7


ADVANCED ENERGY INDUSTRIES, INC.

SUPPLEMENTAL INFORMATION (UNAUDITED)

(in thousands)

Net Sales by Product Line

    

Three Months Ended

    

Nine Months Ended

 

September 30, 

 

June 30, 

 

September 30, 

    

2022

    

2021

    

2022

    

2022

    

2021

Semiconductor Equipment

$

266,600

$

173,441

$

228,797

$

698,354

$

530,828

Industrial and Medical

119,587

80,800

104,951

307,436

242,412

Data Center Computing

87,542

62,231

69,161

232,941

190,843

Telecom and Networking

42,545

29,621

38,040

115,951

94,941

Total

$

516,274

$

346,093

$

440,949

$

1,354,682

$

1,059,024

Net Sales by Geographic Region

    

Three Months Ended

    

Nine Months Ended

 

September 30, 

 

June 30, 

 

September 30, 

    

2022

    

2021

    

2022

    

2022

    

2021

United States

$

197,205

$

139,089

$

174,293

$

530,240

$

410,212

North America (excluding U.S.)

40,910

24,708

31,824

96,713

77,067

Asia

215,401

135,838

180,181

557,629

434,232

Europe

61,456

44,838

49,851

157,972

129,751

Other

1,302

1,620

4,800

12,128

7,762

Total

$

516,274

$

346,093

$

440,949

$

1,354,682

$

1,059,024

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

    

Nine Months Ended

 

September 30, 

 

June 30, 

 

September 30, 

    

2022

    

2021

    

2022

    

2022

    

2021

Gross profit from continuing operations, as reported

$

191,218

$

120,039

$

162,158

$

497,692

$

392,575

Adjustments to gross profit:

Stock-based compensation

 

454

 

218

 

402

 

1,087

 

783

Facility expansion, relocation costs and other

 

1,662

 

1,357

 

1,187

 

4,133

 

5,192

Acquisition-related costs

66

3,259

64

(372)

3,351

Non-GAAP gross profit

193,400

124,873

163,811

502,540

401,901

Non-GAAP gross margin

37.5%

36.1%

37.1%

37.1%

38.0%

Operating expenses from continuing operations, as reported

113,646

95,830

109,393

322,698

283,104

Adjustments:

Amortization of intangible assets

 

(7,049)

 

(5,607)

 

(6,523)

 

(19,081)

 

(16,504)

Stock-based compensation

 

(5,568)

 

(3,456)

 

(4,656)

 

(13,921)

 

(12,036)

Acquisition-related costs

 

(1,150)

 

(1,768)

 

(4,159)

 

(6,977)

 

(6,124)

Facility expansion, relocation costs and other

 

 

(98)

 

 

 

(212)

Restructuring charges

 

(121)

 

(1,272)

 

161

 

(1,178)

 

(2,521)

Non-GAAP operating expenses

 

99,758

 

83,629

 

94,216

 

281,541

 

245,707

Non-GAAP operating income

$

93,642

$

41,244

$

69,595

$

220,999

$

156,194

Non-GAAP operating margin

18.1%

11.9%

15.8%

16.3%

14.7%

Reconciliation of Non-GAAP measure - income excluding certain items

    

Three Months Ended

 

Nine Months Ended

September 30, 

June 30, 

 

September 30, 

    

2022

    

2021

    

2022

    

2022

    

2021

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

$

74,864

$

21,041

$

44,790

$

156,530

$

94,910

Adjustments:

 

 

 

 

 

Amortization of intangible assets

 

7,049

 

5,607

 

6,523

 

19,081

 

16,504

Acquisition-related costs

 

1,216

 

5,027

 

4,223

 

6,605

 

9,475

Facility expansion, relocation costs, and other

 

1,662

 

1,455

 

1,187

 

4,133

 

5,404

Restructuring charges

121

 

1,272

 

(161)

 

1,178

 

2,521

Unrealized foreign currency (gain) loss

(6,169)

(2,092)

(5,569)

(13,023)

(3,409)

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

(4,685)

(79)

85

(4,600)

907

Tax effect of non-GAAP adjustments

 

855

(1,036)

 

(752)

 

(966)

(4,363)

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

 

74,913

31,195

 

50,326

 

168,938

 

121,949

Stock-based compensation, net of taxes

 

4,697

 

2,811

 

3,946

 

11,668

 

9,809

Non-GAAP income, net of income taxes

$

79,610

$

34,006

$

54,272

$

180,606

$

131,758

9


ADVANCED ENERGY INDUSTRIES, INC.

SELECTED OTHER DATA (UNAUDITED)

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

    

Three Months Ended

 

Nine Months Ended

September 30, 

June 30, 

 

September 30, 

    

2022

    

2021

2022

 

2022

    

2021

Diluted earnings per share from continuing operations, as reported

$

1.99

$

0.55

$

1.19

 

$

4.15

$

2.46

Add back:

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

 

0.13

 

0.34

 

0.25

0.64

0.96

Non-GAAP per share earnings

$

2.12

$

0.89

$

1.44

$

4.79

$

3.42

Reconciliation of Q4 2022 Guidance

Low End

High End

Revenue

    

$450 million

    

$490 million

Reconciliation of non-GAAP earnings per share

 

  

 

  

GAAP earnings per share

$

0.93

$

1.43

Stock-based compensation

 

0.16

 

0.16

Amortization of intangible assets

 

0.19

 

0.19

Restructuring and other

 

0.09

 

0.09

Tax effects of excluded items

 

(0.07)

 

(0.07)

Non-GAAP earnings per share

$

1.30

$

1.80

10