0000927003false00009270032022-05-042022-05-04

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): May 4, 2022

A picture containing logo

Description automatically generated

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 May 4, 2022, Advanced Energy Industries, Inc. issued a press release announcing its financial results for the quarter ended March 31, 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

Press release dated May 4, 2022 by Advanced Energy Industries, Inc., reporting its financial results for the quarter ended March 31, 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: May 4, 2022

Paul Oldham

Chief Financial Officer & Executive Vice President

Exhibit 99.1

Graphic

Financial News Release

Advanced Energy Reports First Quarter 2022 Results

Revenue was $397 million, above high end of guidance range
Achieved record revenue in the Semiconductor market
GAAP EPS from continuing operations was $0.98
Non-GAAP EPS was $1.24, above the high end of guidance range

DENVER, Colo., May 4, 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 first quarter ended March 31, 2022.

“We delivered good results in the first quarter, largely due to strong manufacturing execution and our ability to secure additional key components,” said Steve Kelley, president and CEO of Advanced Energy. “Demand remains robust in all of our target markets. In addition, our recent acquisition of SL Power Electronics significantly improves our position in the medical and industrial markets.”

First Quarter Results

Sales were $397.5 million in the first quarter of 2022, compared with $396.9 million in the fourth quarter of 2021 and $351.6 million in the first quarter of 2021.

GAAP net income from continuing operations was $36.9 million or $0.98 per diluted share in the quarter, compared with $39.7 million or $1.05 per diluted share in the prior quarter, and $38.4 million or $0.99 per diluted share a year ago.

Non-GAAP net income was $46.7 million or $1.24 per diluted share in the first quarter of 2022. This compares with $51.5 million or $1.36 per diluted share in the fourth quarter of 2021, and $49.7 million or $1.29 per diluted share in the first quarter of 2021.

Advanced Energy generated $9.9 million of cash flow from continuing operations during the quarter, repurchased $6.6 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


Acquisition of SL Power Electronics

On April 25, 2022, Advanced Energy completed the acquisition of SL Power Electronics for a base purchase price of $144.5 million, subject to a customary adjustment for working capital.

Second Quarter 2022 Guidance

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

Q2 2022

Revenues

$395 million +/- $25 million

GAAP EPS from continuing operations

$0.65 +/- $0.30

Non-GAAP EPS

$1.05 +/- $0.30

Conference Call

Management will host a conference call today, May 4, 2022, at 4:30 p.m. Eastern Time to discuss the first quarter financial results. To participate in the live conference call, please dial 877-428-7458 approximately five minutes prior to the start of the meeting and an operator will connect you. International participants can dial 862-298-0702. A webcast will also be available on our investors 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

Our guidance with respect to anticipated financial results, potential future growth and profitability, guidance on possible future results, future business mix, expectations regarding future market trends, future performance within specific markets and other statements herein or made on the above-announced conference call that are not historical information are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 obtain in a timely manner the materials necessary to manufacture products; (b) the effects of global macroeconomic conditions upon demand for our products and services; (c) the volatility and cyclicality of the industries we serve, particularly the semiconductor industry; (d) delays in capital spending by end-users in our served markets; (e) the risks and uncertainties related to the integration of acquired companies including SL Power Electronics; (f) the continuing spread of COVID-19 and its potential adverse impact on our product manufacturing, research and development, supply chain, services and administrative operations; (g) the accuracy of our estimates related to fulfilling solar inverter product warranty and post-warranty obligations; (h) our ability to realize our plan to avoid additional costs after the solar inverter wind-down; (i) the accuracy of our assumptions on which our financial statement projections are based; (j)

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the impact of component or product price changes, which may result from a variety of factors; (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; and (o) the impact of political, economic and policy tensions and conflicts between China and the United States, or between any countries in which we operate or sell products , 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

 

March 31, 

December 31, 

 

    

2022

    

2021

    

2021

 

Sales, net

$

397,459

$

351,620

$

396,930

Cost of sales

 

253,143

 

214,117

 

257,183

Gross profit

 

144,316

 

137,503

 

139,747

Gross margin %

 

36.3

%

 

39.1

%

 

35.2

%

Operating expenses:

Research and development

 

43,614

 

40,168

 

40,966

Selling, general, and administrative

 

49,318

 

46,731

 

48,784

Amortization of intangible assets

 

5,509

 

5,384

 

5,556

Restructuring expense

 

1,218

 

1,038

 

2,231

Total operating expenses

 

99,659

 

93,321

 

97,537

Operating income

 

44,657

 

44,182

 

42,210

Other income (expense), net

 

(842)

 

(507)

 

704

Income from continuing operations, before income taxes

 

43,815

 

43,675

 

42,914

Provision for income taxes

 

6,953

 

5,284

 

3,187

Income from continuing operations

 

36,862

 

38,391

 

39,727

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

 

(98)

 

310

 

(98)

Net income

 

36,764

 

38,701

 

39,629

Income (loss) from continuing operations attributable to noncontrolling interest

 

(14)

 

33

 

(26)

Net income attributable to Advanced Energy Industries, Inc.

$

36,778

$

38,668

$

39,655

Basic weighted-average common shares outstanding

 

37,549

 

38,328

 

37,672

Diluted weighted-average common shares outstanding

 

37,770

 

38,583

 

37,866

Earnings per share attributable to Advanced Energy Industries, Inc:

Continuing operations:

Basic earnings per share

$

0.98

$

1.00

$

1.06

Diluted earnings per share

$

0.98

$

0.99

$

1.05

Discontinued operations:

Basic earnings (loss) per share

$

$

0.01

$

Diluted earnings (loss) per share

$

$

0.01

$

Net income:

Basic earnings per share

$

0.98

$

1.01

$

1.05

Diluted earnings per share

$

0.97

$

1.00

$

1.05

5


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

    

March 31, 

    

December 31, 

2022

2021

ASSETS

Current assets:

Cash and cash equivalents

$

521,236

$

544,372

Marketable securities

2,282

2,296

Accounts and other receivable, net

 

248,732

 

237,227

Inventories

 

360,801

 

338,410

Other current assets

 

41,429

 

39,929

Total current assets

 

1,174,480

 

1,162,234

Property and equipment, net

 

117,287

 

114,830

Operating lease right-of-use assets

 

101,581

 

101,769

Deposits and other assets

 

27,175

 

19,669

Goodwill and intangible assets, net

 

365,101

 

371,596

Deferred income tax assets

 

46,734

 

47,242

Total assets

$

1,832,358

$

1,817,340

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

183,085

$

193,708

Other accrued expenses

 

144,592

 

140,645

Current portion of long-term debt

20,000

20,000

Current portion of operating lease liabilities

 

15,718

 

15,843

Total current liabilities

 

363,395

 

370,196

Long-term debt

367,868

372,733

Other long-term liabilities

 

199,776

 

202,915

Long-term liabilities

 

567,644

 

575,648

Total liabilities

 

931,039

 

945,844

Advanced Energy stockholders' equity

 

900,688

 

870,851

Noncontrolling interest

 

631

 

645

Total stockholders’ equity

 

901,319

 

871,496

Total liabilities and stockholders’ equity

$

1,832,358

$

1,817,340

6


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(in thousands)

    

Three Months Ended March 31, 

    

2022

    

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

36,764

$

38,701

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

 

(98)

 

310

Income from continuing operations, net of income taxes

 

36,862

 

38,391

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

Depreciation and amortization

 

13,888

 

12,721

Stock-based compensation expense

 

3,928

 

5,701

Provision for deferred income taxes

(1,060)

(5)

Loss on disposal of assets

 

276

 

275

Changes in operating assets and liabilities, net of assets acquired

 

(43,981)

 

(2,819)

Net cash from operating activities from continuing operations

 

9,913

 

54,264

Net cash from operating activities from discontinued operations

 

(92)

 

(185)

Net cash from operating activities

 

9,821

 

54,079

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of assets

6

Purchases of property and equipment

 

(13,075)

 

(8,817)

Acquisitions, net of cash acquired

(600)

(3,604)

Net cash from investing activities

 

(13,675)

 

(12,415)

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on long-term borrowings

(5,000)

(4,375)

Dividend payments

(3,789)

(3,854)

Purchase and retirement of common stock

(6,594)

Net payments related to stock-based awards

 

(2,430)

 

(4,214)

Net cash from in financing activities

 

(17,813)

 

(12,443)

EFFECT OF CURRENCY TRANSLATION ON CASH

 

(1,469)

 

321

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(23,136)

 

29,542

CASH AND CASH EQUIVALENTS, beginning of period

 

544,372

 

480,368

CASH AND CASH EQUIVALENTS, end of period

$

521,236

$

509,910

7


ADVANCED ENERGY INDUSTRIES, INC.

SUPPLEMENTAL INFORMATION (UNAUDITED)

(in thousands)

Net Sales by Product Line

    

Three Months Ended

 

March 31, 

 

December 31, 

    

2022

    

2021

    

2021

Semiconductor Equipment

$

202,957

$

180,716

$

179,346

Industrial and Medical

82,898

78,415

98,764

Data Center Computing

76,238

59,154

80,081

Telecom and Networking

35,366

33,335

38,739

Total

$

397,459

$

351,620

$

396,930

Net Sales by Geographic Region

    

Three Months Ended

 

March 31, 

 

December 31, 

    

2022

    

2021

    

2021

United States

$

158,742

$

131,598

$

151,100

North America (excluding U.S.)

23,979

26,247

27,100

Asia

162,047

149,591

163,598

Europe

46,665

40,422

49,305

Other

6,026

3,762

5,827

Total

$

397,459

$

351,620

$

396,930

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

 

March 31, 

 

December 31, 

    

2022

    

2021

    

2021

Gross profit from continuing operations, as reported

$

144,316

$

137,503

$

139,747

Adjustments to gross profit:

Stock-based compensation

 

231

 

350

 

(19)

Facility expansion, relocation costs and other

 

1,284

 

1,838

 

997

Acquisition-related costs

(502)

8

234

Non-GAAP gross profit

145,329

139,699

140,959

Non-GAAP gross margin

36.6%

39.7%

35.5%

Operating expenses from continuing operations, as reported

99,659

93,321

97,537

Adjustments:

Amortization of intangible assets

 

(5,509)

 

(5,384)

 

(5,556)

Stock-based compensation

 

(3,697)

 

(5,351)

 

(2,939)

Acquisition-related costs

 

(1,668)

 

(2,028)

 

(679)

Facility expansion, relocation costs and other

 

 

(51)

 

(17)

Restructuring charges

 

(1,218)

 

(1,038)

 

(2,231)

Non-GAAP operating expenses

 

87,567

 

79,469

 

86,115

Non-GAAP operating income

$

57,762

$

60,230

$

54,844

Non-GAAP operating margin

14.5%

17.1%

13.8%

Reconciliation of Non-GAAP measure - income excluding certain items

    

Three Months Ended

March 31, 

December 31, 

    

2022

    

2021

    

2021

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

$

36,876

$

38,358

$

39,753

Adjustments:

 

 

 

Amortization of intangible assets

 

5,509

 

5,384

 

5,556

Acquisition-related costs

 

1,166

 

2,036

 

913

Facility expansion, relocation costs, and other

 

1,284

 

1,889

 

1,014

Restructuring charges

1,218

 

1,038

 

2,231

Unrealized foreign currency (gain) loss

(1,285)

(2,202)

(134)

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

87

(3,093)

Tax effect of non-GAAP adjustments

 

(1,069)

(1,284)

 

3,017

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

 

43,699

45,306

 

49,257

Stock-based compensation, net of taxes

 

3,025

 

4,362

 

2,233

Non-GAAP income, net of income taxes

$

46,724

$

49,668

$

51,490

9


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

    

Three Months Ended

March 31, 

December 31, 

    

2022

    

2021

2021

Diluted earnings per share from continuing operations, as reported

$

0.98

$

0.99

$

1.05

Add back:

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

 

0.26

 

0.30

 

0.31

Non-GAAP per share earnings

$

1.24

$

1.29

$

1.36

Reconciliation of Q2 2022 Guidance

Low End

High End

Revenue

    

$370 million

    

$420 million

Reconciliation of non-GAAP earnings per share

 

  

 

  

GAAP earnings per share

$

0.35

$

0.95

Stock-based compensation

 

0.15

 

0.15

Amortization of intangible assets

 

0.14

 

0.14

Restructuring and other

 

0.19

 

0.19

Tax effects of excluded items

 

(0.08)

 

(0.08)

Non-GAAP earnings per share

$

0.75

$

1.35

10