0000927003false00009270032023-02-082023-02-08

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): February 8, 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 February 8, 2023, Advanced Energy Industries, Inc. issued a press release announcing its financial results for the quarter ended December 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

Advanced Energy press release dated February 8, 2023 reporting financial results for the quarter ended December 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: February 8, 2023

Paul Oldham

Chief Financial Officer & Executive Vice President

Exhibit 99.1

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Financial News Release

Advanced Energy Reports Fourth Quarter and

Full Year 2022 Results

Q4 revenue was $491 million, above the high end of guidance
Q4 GAAP EPS from continuing operations was $1.20; Q4 Non-GAAP EPS was $1.70, above the mid-point of guidance
2022 revenue was a record $1.85 billion, with each end market up 20% or more
2022 GAAP EPS from continuing operations was $5.35; 2022 Non-GAAP EPS was a record $6.49
2022 cash flow from continuing operations was $184 million

DENVER, Colo., February 8, 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 fourth quarter and year ended December 31, 2022.

“We delivered strong financial results in the fourth quarter, taking advantage of improved component availability and solid manufacturing execution,” said Steve Kelley, president and CEO of Advanced Energy. “For the full year, we achieved record revenue and earnings, thanks to strong demand in all of our markets and improved execution across the company. Although we expect lower revenue in the near-term due to a downturn in the semiconductor equipment market, we anticipate a record level of design-in activity, leveraging our strong pipeline of technology-leading products.”

Quarter Results

Sales were $490.7 million in the fourth quarter of 2022, compared with $516.3 million in the third quarter of 2022 and $396.9 million in the fourth quarter of 2021.

GAAP net income from continuing operations was $45.3 million or $1.20 per diluted share in the quarter, compared with $74.9 million or $1.99 per diluted share in the prior quarter, and $39.7 million or $1.05 per diluted share a year ago.

Non-GAAP net income was $64.2 million or $1.70 per diluted share in the fourth quarter of 2022. This compares with $79.6 million or $2.12 per diluted share in the third quarter of 2022, and $51.5 million or $1.36 per diluted share in the fourth quarter of 2021.

Advanced Energy generated $70.7 million of cash flow from continuing operations during the quarter, repurchased $0.7 million of common stock and paid $3.8 million in a quarterly dividend.

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Full Year 2022 Results

2022 revenue was a record $1.85 billion, a 27% increase from $1.46 billion in 2021.

GAAP net income from continuing operations was a record $201.9 million or $5.35 per diluted share in 2022, compared with $134.7 million or $3.51 per diluted share in 2021.

Non-GAAP net income was a record $244.8 million or $6.49 per diluted share in 2022, compared to $183.2 million or $4.78 per diluted share in 2021.

The company generated $183.7 million of operating cash from continuing operations in 2022, repurchased $26.6 million of common stock and paid $15.2 million in dividends. Cash and equivalents including long-term marketable securities at ended the year were $460.9 million.

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

First Quarter 2023 Guidance

Based on the Company’s current view, beliefs, and assumptions, guidance for the first quarter of 2023 is within the following ranges:

Q1 2023

Revenues

$415 million +/- $20 million

GAAP EPS from continuing operations

$0.76 +/- $0.25

Non-GAAP EPS

$1.10 +/- $0.25

Conference Call

Management will host a conference call today, February 8, 2023, at 4:30 p.m. Eastern Time to discuss the fourth quarter and full year 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.

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Advanced Energy | Precision. Power. Performance. Trust.

For more information, contact:

Andrew Huang

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 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

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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 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.

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ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

    

Three Months Ended

 

Year Ended

December 31, 

September 30, 

 

December 31, 

    

2022

    

2021

    

2022

 

2022

    

2021

Sales, net

$

490,740

$

396,930

$

516,274

$

1,845,422

$

1,455,954

Cost of sales

 

312,926

 

257,183

 

325,056

 

1,169,916

 

923,632

Gross profit

 

177,814

 

139,747

 

191,218

 

675,506

 

532,322

Gross margin %

 

36.2

%

 

35.2

%

 

37.0

%

 

36.6

%

 

36.6

%

Operating expenses:

Research and development

 

49,637

 

40,966

 

49,760

 

191,020

 

161,831

Selling, general, and administrative

 

57,407

 

48,784

 

56,716

 

218,463

 

191,998

Amortization of intangible assets

 

7,033

 

5,556

 

7,049

 

26,114

 

22,060

Restructuring expense

 

5,636

 

2,231

 

121

 

6,814

 

4,752

Total operating expenses

 

119,713

 

97,537

 

113,646

 

442,411

 

380,641

Operating income

 

58,101

 

42,210

 

77,572

 

233,095

 

151,681

Other income (expense), net

 

(2,701)

 

704

 

8,940

 

8,646

 

(2,970)

Income from continuing operations, before income taxes

 

55,400

 

42,914

 

86,512

 

241,741

 

148,711

Provision for income taxes

 

10,055

 

3,187

 

11,639

 

39,850

 

14,004

Income from continuing operations

 

45,345

 

39,727

 

74,873

 

201,891

 

134,707

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

 

(1,600)

 

(98)

 

(697)

 

(2,215)

 

73

Net income

 

43,745

 

39,629

 

74,176

 

199,676

 

134,780

Income from continuing operations attributable to noncontrolling interest

 

 

(26)

 

9

 

16

 

44

Net income attributable to Advanced Energy Industries, Inc.

$

43,745

$

39,655

$

74,167

$

199,660

$

134,736

Basic weighted-average common shares outstanding

 

37,405

 

37,672

 

37,379

 

37,463

 

38,143

Diluted weighted-average common shares outstanding

 

37,683

 

37,866

 

37,630

 

37,721

 

38,355

Earnings per share attributable to Advanced Energy Industries, Inc:

Continuing operations:

Basic earnings per share

$

1.21

$

1.06

$

2.00

$

5.39

$

3.53

Diluted earnings per share

$

1.20

$

1.05

$

1.99

$

5.35

$

3.51

Discontinued operations:

Basic earnings (loss) per share

$

(0.04)

$

$

(0.02)

$

(0.06)

$

Diluted earnings (loss) per share

$

(0.04)

$

$

(0.02)

$

(0.06)

$

Net income:

Basic earnings per share

$

1.17

$

1.05

$

1.98

$

5.33

$

3.53

Diluted earnings per share

$

1.16

$

1.05

$

1.97

$

5.29

$

3.51

5


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

    

December 31, 

    

December 31, 

2022

2021

ASSETS

Current assets:

Cash and cash equivalents

$

458,818

$

544,372

Accounts and other receivable, net

 

300,683

 

237,227

Inventories

 

376,012

 

338,410

Other current assets

 

53,001

 

42,225

Total current assets

 

1,188,514

 

1,162,234

Property and equipment, net

 

148,462

 

114,830

Operating lease right-of-use assets

 

100,177

 

101,769

Other assets

 

84,056

 

66,911

Goodwill and intangible assets, net

 

470,959

 

371,596

Total assets

$

1,992,168

$

1,817,340

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

170,467

$

193,708

Other accrued expenses

 

185,805

 

140,645

Current portion of long-term debt

20,000

20,000

Current portion of operating lease liabilities

 

16,771

 

15,843

Total current liabilities

 

393,043

 

370,196

Long-term debt

353,262

372,733

Other long-term liabilities

 

179,596

 

202,915

Long-term liabilities

 

532,858

 

575,648

Total liabilities

 

925,901

 

945,844

Advanced Energy Industries, Inc. stockholders' equity

 

1,066,267

 

870,851

Noncontrolling interest

 

 

645

Total stockholders’ equity

 

1,066,267

 

871,496

Total liabilities and stockholders’ equity

$

1,992,168

$

1,817,340

6


ADVANCED ENERGY INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(in thousands)

    

Year Ended December 31, 

    

2022

    

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

199,676

$

134,780

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

 

(2,215)

 

73

Income from continuing operations, net of income taxes

 

201,891

 

134,707

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

Depreciation and amortization

 

60,296

 

52,893

Stock-based compensation expense

 

19,849

 

15,739

Provision for deferred income taxes

(5,736)

1,326

Discount on notes receivable

(638)

(Gain) loss on disposal and sale of assets

 

(3,962)

 

1,496

Changes in operating assets and liabilities, net of assets acquired

 

(88,607)

 

(64,609)

Net cash from operating activities from continuing operations

 

183,731

 

140,914

Net cash from operating activities from discontinued operations

 

(144)

 

(669)

Net cash from operating activities

 

183,587

 

140,245

CASH FLOWS FROM INVESTING ACTIVITIES:

Receipt of notes receivable

3,050

Purchases of property and equipment

 

(58,885)

 

(28,817)

Acquisitions, net of cash acquired

(149,387)

(21,535)

Net cash from investing activities

 

(208,272)

 

(47,302)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long-term borrowings

85,000

Payment of debt-issuance costs

(1,350)

Payments on long-term borrowings

(20,000)

(13,750)

Dividend payments

(15,204)

(15,385)

Purchase and retirement of common stock

(26,635)

(78,125)

Net payments related to stock-based awards

 

(26)

 

(1,762)

Net cash from financing activities

 

(61,865)

 

(25,372)

EFFECT OF CURRENCY TRANSLATION ON CASH

 

996

 

(3,567)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(85,554)

 

64,004

CASH AND CASH EQUIVALENTS, beginning of period

 

544,372

 

480,368

CASH AND CASH EQUIVALENTS, end of period

$

458,818

$

544,372

7


ADVANCED ENERGY INDUSTRIES, INC.

SUPPLEMENTAL INFORMATION (UNAUDITED)

(in thousands)

Net Sales by Market

    

Three Months Ended

    

Year Ended

 

December 31, 

 

September 30, 

 

December 31, 

    

2022

    

2021

    

2022

    

2022

    

2021

Semiconductor Equipment

$

232,455

$

179,346

$

266,600

$

930,809

$

710,174

Industrial and Medical

119,327

98,764

119,587

426,763

341,176

Data Center Computing

94,525

80,081

87,542

327,466

270,924

Telecom and Networking

44,433

38,739

42,545

160,384

133,680

Total

$

490,740

$

396,930

$

516,274

$

1,845,422

$

1,455,954

Net Sales by Geographic Region

    

Three Months Ended

    

Year Ended

 

December 31, 

 

September 30, 

 

December 31, 

    

2022

    

2021

    

2022

    

2022

    

2021

North America

$

230,461

$

178,200

$

238,115

$

857,490

$

665,479

Asia

197,368

163,598

215,401

754,997

597,830

Europe

61,146

49,305

61,456

219,119

179,056

Other

1,765

5,827

1,302

13,816

13,589

Total

$

490,740

$

396,930

$

516,274

$

1,845,422

$

1,455,954

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

    

Year Ended

 

December 31, 

 

September 30, 

 

December 31, 

    

2022

    

2021

    

2022

    

2022

    

2021

Gross profit from continuing operations, as reported

$

177,814

$

139,747

$

191,218

$

675,506

$

532,322

Adjustments to gross profit:

Stock-based compensation

 

391

 

(19)

 

454

 

1,478

 

764

Facility expansion, relocation costs and other

 

1,162

 

997

 

1,662

 

5,295

 

6,189

Acquisition-related costs

73

234

66

(299)

3,585

Non-GAAP gross profit

179,440

140,959

193,400

681,980

542,860

Non-GAAP gross margin

36.6%

35.5%

37.5%

37.0%

37.3%

Operating expenses from continuing operations, as reported

119,713

97,537

113,646

442,411

380,641

Adjustments:

Amortization of intangible assets

 

(7,033)

 

(5,556)

 

(7,049)

 

(26,114)

 

(22,060)

Stock-based compensation

 

(4,450)

 

(2,939)

 

(5,568)

 

(18,371)

 

(14,975)

Acquisition-related costs

 

(1,660)

 

(679)

 

(1,150)

 

(8,637)

 

(6,803)

Facility expansion, relocation costs and other

 

 

(17)

 

 

 

(229)

Restructuring charges

 

(5,636)

 

(2,231)

 

(121)

 

(6,814)

 

(4,752)

Non-GAAP operating expenses

 

100,934

 

86,115

 

99,758

 

382,475

 

331,822

Non-GAAP operating income

$

78,506

$

54,844

$

93,642

$

299,505

$

211,038

Non-GAAP operating margin

16.0%

13.8%

18.1%

16.2%

14.5%

Reconciliation of Non-GAAP measure - income excluding certain items

    

Three Months Ended

 

Year Ended

December 31, 

September 30, 

 

December 31, 

    

2022

    

2021

    

2022

    

2022

    

2021

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

$

45,345

$

39,753

$

74,864

$

201,875

$

134,663

Adjustments:

 

 

 

 

 

Amortization of intangible assets

 

7,033

 

5,556

 

7,049

 

26,114

 

22,060

Acquisition-related costs

 

1,733

 

913

 

1,216

 

8,338

 

10,388

Facility expansion, relocation costs, and other

 

1,162

 

1,014

 

1,662

 

5,295

 

6,418

Restructuring charges

5,636

 

2,231

 

121

 

6,814

 

4,752

Unrealized foreign currency (gain) loss

5,378

(134)

(6,169)

(7,645)

(3,543)

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

(3,817)

(3,093)

(4,685)

(8,417)

(2,186)

Tax effect of non-GAAP adjustments

 

(2,042)

3,017

 

855

 

(3,008)

(1,346)

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

 

60,428

49,257

 

74,913

 

229,366

 

171,206

Stock-based compensation, net of taxes

 

3,776

 

2,233

 

4,697

 

15,444

 

12,042

Non-GAAP income, net of income taxes

$

64,204

$

51,490

$

79,610

$

244,810

$

183,248

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ADVANCED ENERGY INDUSTRIES, INC.

SELECTED OTHER DATA (UNAUDITED)

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

    

Three Months Ended

 

Year Ended

December 31, 

September 30, 

 

December 31, 

    

2022

    

2021

2022

 

2022

    

2021

Diluted earnings per share from continuing operations, as reported

$

1.20

$

1.05

$

1.99

 

$

5.35

$

3.51

Add back:

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

 

0.50

 

0.31

 

0.13

1.14

1.27

Non-GAAP earnings per share

$

1.70

$

1.36

$

2.12

$

6.49

$

4.78

Reconciliation of Q1 2023 Guidance

Low End

High End

Revenue

    

$395 million

    

$435 million

Reconciliation of non-GAAP earnings per share

 

  

 

  

GAAP earnings per share

$

0.51

$

1.01

Stock-based compensation

 

0.17

 

0.17

Amortization of intangible assets

 

0.19

 

0.19

Restructuring and other

 

0.04

 

0.04

Tax effects of excluded items

 

(0.06)

 

(0.06)

Non-GAAP earnings per share

$

0.85

$

1.35

10