0000927003false00009270032023-10-312023-10-31

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): October 31, 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 October 31, 2023, Advanced Energy Industries, Inc. issued a press release announcing its financial results for the quarter ended September 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 October 31, 2023 reporting financial results for the quarter ended September 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: October 31, 2023

Paul Oldham

Chief Financial Officer & Executive Vice President

Exhibit 99.1

Graphic

Financial News Release

Advanced Energy Reports Third Quarter 2023 Results

Revenue was $410 million, within the guidance range
GAAP EPS was $0.89, above the mid-point of guidance
Non-GAAP EPS was $1.28, above the mid-point of guidance
Cash flow from continuing operations was a record $73 million

DENVER, Colo., October 31, 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 third quarter ended September 30, 2023.

“In the third quarter, we delivered sequentially higher earnings and record operating cash flow on marginally lower revenue,” said Steve Kelley, president and CEO of Advanced Energy. “Our solid financial performance through the business cycle gives us the ability to invest in new products and technologies, as well as in improvements in manufacturing efficiency. These investments will drive future revenue growth and market share gains.”

Third Quarter Results

Sales were $410.0 million in the third quarter of 2023, compared with $415.5 million in the second quarter of 2023 and $516.3 million in the third quarter of 2022.

GAAP net income from continuing operations was $33.7 million or $0.89 per diluted share in the quarter, compared with $27.5 million or $0.73 per diluted share in the prior quarter, and $74.9 million or $1.99 per diluted share a year ago.

Non-GAAP net income was $48.5 million or $1.28 per diluted share in the third quarter of 2023. This compares with $41.9 million or $1.11 per diluted share in the second quarter of 2023, and $79.6 million or $2.12 per diluted share in the third quarter of 2022.

Advanced Energy generated a record $72.7 million in cash flow from continuing operations in the third quarter of 2023 and paid $3.8 million in quarterly dividends.

Also in the third quarter of 2023, Advanced Energy completed a private offering of $575 million aggregate principal amount of 2.50% Convertible Senior Notes due 2028. In conjunction with the offering, the company repurchased $40.0 million of common stock. Total cash on hand at the end of the quarter increased to $985.9 million.

1


Fourth Quarter 2023 Guidance

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

Q4 2023

Revenue

$405 million +/- $15 million

GAAP EPS from continuing operations

$0.69 +/- $0.20

Non-GAAP EPS

$1.15 +/- $0.20

Conference Call

Management will host a conference call today, October 31, 2023, 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:

Andrew Huang

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. The non-GAAP results presented below exclude the impact of non-cash related charges, such as stock-based compensation, amortization of intangible assets, and long-term unrealized foreign exchange gains and losses. In addition, we exclude discontinued operations and other non-recurring items such as acquisition-related costs, facility expansion and related costs, and restructuring expenses, as they are not indicative of future performance. The tax effect of our non-GAAP adjustments represents the anticipated annual tax rate applied to each non-GAAP adjustment after consideration of their respective book and tax treatments.

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

3


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 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

 

Nine Months Ended

September 30, 

June 30, 

 

September 30, 

    

2023

    

2022

    

2023

 

2023

    

2022

Sales, net

$

409,991

$

516,274

$

415,508

$

1,250,539

$

1,354,682

Cost of sales

 

262,650

 

325,056

 

268,428

 

801,007

 

856,990

Gross profit

 

147,341

 

191,218

 

147,080

 

449,532

 

497,692

Gross margin %

 

35.9

%

 

37.0

%

 

35.4

%

 

35.9

%

 

36.7

%

Operating expenses:

Research and development

 

50,391

 

49,760

 

51,413

 

153,414

 

141,383

Selling, general, and administrative

 

55,131

 

56,716

 

55,613

 

166,102

 

161,056

Amortization of intangible assets

 

7,049

 

7,049

 

7,075

 

21,186

 

19,081

Restructuring

 

4,709

 

121

 

3,154

 

8,906

 

1,178

Total operating expenses

 

117,280

 

113,646

 

117,255

 

349,608

 

322,698

Operating income

 

30,061

 

77,572

 

29,825

 

99,924

 

174,994

Other income (expense), net

 

4,464

 

8,940

 

2,425

 

6,339

 

11,347

Income from continuing operations, before income tax

 

34,525

 

86,512

 

32,250

 

106,263

 

186,341

Provision for income tax

 

874

 

11,639

 

4,795

 

13,405

 

29,795

Income from continuing operations

 

33,651

 

74,873

 

27,455

 

92,858

 

156,546

Loss from discontinued operations, net of income tax

 

(930)

 

(697)

 

(315)

 

(2,076)

 

(615)

Net income

 

32,721

 

74,176

 

27,140

 

90,782

 

155,931

Income from continuing operations attributable to noncontrolling interest

 

 

9

 

 

 

16

Net income attributable to Advanced Energy Industries, Inc.

$

32,721

$

74,167

$

27,140

$

90,782

$

155,915

Basic weighted-average common shares outstanding

 

37,575

 

37,379

 

37,573

 

37,541

 

37,482

Diluted weighted-average common shares outstanding

 

37,854

 

37,630

 

37,803

 

37,842

 

37,725

Earnings per share attributable to Advanced Energy Industries, Inc:

Continuing operations:

Basic earnings per share

$

0.90

$

2.00

$

0.73

$

2.47

$

4.18

Diluted earnings per share

$

0.89

$

1.99

$

0.73

$

2.45

$

4.15

Discontinued operations:

Basic loss per share

$

(0.02)

$

(0.02)

$

(0.01)

$

(0.06)

$

(0.02)

Diluted loss per share

$

(0.02)

$

(0.02)

$

(0.01)

$

(0.05)

$

(0.02)

Net income:

Basic earnings per share

$

0.87

$

1.98

$

0.72

$

2.42

$

4.16

Diluted earnings per share

$

0.86

$

1.97

$

0.72

$

2.40

$

4.13

5


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

    

September 30, 

    

December 31, 

2023

2022

ASSETS

Current assets:

Cash and cash equivalents

$

985,931

$

458,818

Accounts and other receivables, net

 

270,348

 

300,683

Inventories

 

364,003

 

376,012

Other current assets

 

53,191

 

53,001

Total current assets

 

1,673,473

 

1,188,514

Property and equipment, net

 

161,671

 

148,462

Operating lease right-of-use assets

 

98,591

 

100,177

Other assets

 

110,027

 

84,056

Goodwill and intangible assets, net

 

449,924

 

470,959

Total assets

$

2,493,686

$

1,992,168

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

140,320

$

170,467

Other accrued expenses

 

137,015

 

185,805

Current portion of long-term debt

20,000

20,000

Current portion of operating lease liabilities

 

17,477

 

16,771

Total current liabilities

 

314,812

 

393,043

Long-term debt

899,848

353,262

Other long-term liabilities

 

178,155

 

179,596

Long-term liabilities

 

1,078,003

 

532,858

Total liabilities

 

1,392,815

 

925,901

Total stockholders' equity

 

1,100,871

 

1,066,267

Total liabilities and stockholders’ equity

$

2,493,686

$

1,992,168

6


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(in thousands)

    

Nine Months Ended September 30, 

    

2023

    

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

90,782

$

155,931

Less: loss from discontinued operations, net of income tax

 

(2,076)

 

(615)

Income from continuing operations, net of income tax

 

92,858

 

156,546

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

Depreciation and amortization

 

49,764

 

44,433

Stock-based compensation

 

22,813

 

15,008

Benefit for deferred income tax

(996)

(2,496)

Loss on disposal and sale of assets

 

394

 

(4,058)

Changes in operating assets and liabilities, net of assets acquired

 

(36,593)

 

(96,451)

Net cash from operating activities from continuing operations

 

128,240

 

112,982

Net cash from operating activities from discontinued operations

 

(3,307)

 

(81)

Net cash from operating activities

 

124,933

 

112,901

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of investments

(3,447)

Purchases of property and equipment

 

(46,782)

 

(39,507)

Acquisitions, net of cash acquired

(145,779)

Net cash from investing activities

 

(50,229)

 

(185,286)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long-term borrowings

575,000

Payment of fees for long-term borrowings

(12,985)

Payments on long-term borrowings

(15,000)

(15,000)

Dividend payments

(11,422)

(11,407)

Payment for purchase of note hedges

(115,000)

Proceeds from sale of warrants

74,865

Purchase and retirement of common stock

(40,000)

(25,955)

Net payments related to stock-based awards

 

(1,254)

 

(1,411)

Net cash from financing activities

 

454,204

 

(53,773)

EFFECT OF CURRENCY TRANSLATION ON CASH

 

(1,795)

 

(9,161)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

527,113

 

(135,319)

CASH AND CASH EQUIVALENTS, beginning of period

 

458,818

 

544,372

CASH AND CASH EQUIVALENTS, end of period

$

985,931

$

409,053

7


ADVANCED ENERGY INDUSTRIES, INC.

SUPPLEMENTAL INFORMATION (UNAUDITED)

(in thousands)

Net Sales by Market

    

Three Months Ended

    

Nine Months Ended

 

September 30, 

 

June 30, 

 

September 30, 

    

2023

    

2022

    

2023

    

2023

    

2022

Semiconductor Equipment

$

185,033

$

266,600

$

173,177

$

552,419

$

698,354

Industrial and Medical

115,226

119,587

127,603

365,849

307,436

Data Center Computing

68,286

87,542

59,076

187,021

232,941

Telecom and Networking

41,446

42,545

55,652

145,250

115,951

Total

$

409,991

$

516,274

$

415,508

$

1,250,539

$

1,354,682

Net Sales by Geographic Region

    

Three Months Ended

    

Nine Months Ended

 

September 30, 

 

June 30, 

 

September 30, 

    

2023

    

2022

    

2023

    

2023

    

2022

North America

$

184,783

$

238,115

$

171,516

$

537,241

$

626,953

Asia

178,190

215,401

186,498

543,871

557,629

Europe

46,088

61,456

56,213

164,867

157,972

Other

930

1,302

1,281

4,560

12,128

Total

$

409,991

$

516,274

$

415,508

$

1,250,539

$

1,354,682

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, 

    

2023

    

2022

    

2023

    

2023

    

2022

Gross profit from continuing operations, as reported

$

147,341

$

191,218

$

147,080

$

449,532

$

497,692

Adjustments to gross profit:

Stock-based compensation

 

615

 

454

 

589

 

1,587

 

1,087

Facility expansion, relocation costs and other

 

171

 

1,662

 

60

 

1,188

 

4,133

Acquisition-related costs

44

66

97

194

(372)

Non-GAAP gross profit

148,171

193,400

147,826

452,501

502,540

Non-GAAP gross margin

36.1%

37.5%

35.6%

36.2%

37.1%

Operating expenses from continuing operations, as reported

117,280

113,646

117,255

349,608

322,698

Adjustments:

Amortization of intangible assets

 

(7,049)

 

(7,049)

 

(7,075)

 

(21,186)

 

(19,081)

Stock-based compensation

 

(7,460)

 

(5,568)

 

(7,348)

 

(21,226)

 

(13,921)

Acquisition-related costs

 

(611)

 

(1,150)

 

(1,165)

 

(2,654)

 

(6,977)

Restructuring and other

 

(4,898)

 

(121)

 

(3,154)

 

(9,095)

 

(1,178)

Non-GAAP operating expenses

 

97,262

 

99,758

 

98,513

 

295,447

 

281,541

Non-GAAP operating income

$

50,909

$

93,642

$

49,313

$

157,054

$

220,999

Non-GAAP operating margin

12.4%

18.1%

11.9%

12.6%

16.3%

Reconciliation of Non-GAAP measure - income excluding certain items

    

Three Months Ended

 

Nine Months Ended

September 30, 

June 30, 

 

September 30, 

    

2023

    

2022

    

2023

    

2023

    

2022

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

$

33,651

$

74,864

$

27,455

$

92,858

$

156,530

Adjustments:

 

 

 

 

 

Amortization of intangible assets

 

7,049

 

7,049

 

7,075

 

21,186

 

19,081

Acquisition-related costs

 

655

 

1,216

 

1,262

 

2,848

 

6,605

Facility expansion, relocation costs, and other

 

171

 

1,662

 

60

 

1,188

 

4,133

Restructuring and other

4,898

 

121

 

3,154

 

9,095

 

1,178

Unrealized foreign currency gain

(1,604)

(6,169)

(2,266)

(2,817)

(13,023)

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

(1,516)

(4,685)

(1,516)

(4,600)

Tax effect of non-GAAP adjustments

 

(1,101)

855

 

(1,051)

 

(3,273)

(966)

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

 

42,203

74,913

 

35,689

 

119,569

 

168,938

Stock-based compensation, net of tax

 

6,299

 

4,697

 

6,191

 

17,794

 

11,668

Non-GAAP income, net of income tax

$

48,502

$

79,610

$

41,880

$

137,363

$

180,606

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, 

    

2023

    

2022

2023

 

2023

    

2022

Diluted earnings per share from continuing operations, as reported

$

0.89

$

1.99

$

0.73

 

$

2.45

$

4.15

Add back:

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

 

0.39

 

0.13

 

0.38

1.18

0.64

Non-GAAP earnings per share

$

1.28

$

2.12

$

1.11

$

3.63

$

4.79

Reconciliation of Q4 2023 Guidance

Low End

High End

Revenue

    

$390 million

    

$420 million

Reconciliation of non-GAAP earnings per share

 

  

 

  

GAAP earnings per share

$

0.49

$

0.89

Stock-based compensation

 

0.20

 

0.20

Amortization of intangible assets

 

0.19

 

0.19

Restructuring and other

 

0.17

 

0.17

Tax effects of excluded items

 

(0.10)

 

(0.10)

Non-GAAP earnings per share

$

0.95

$

1.35

10