SEC Form 10-Q filed by Advanced Energy Industries Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
or | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to | |
Commission File Number:
(Exact name of registrant as specified in its charter)
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(
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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As of April 26, 2024, there were
ADVANCED ENERGY INDUSTRIES, INC.
FORM 10-Q
TABLE OF CONTENTS
ITEM 1. | UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS | 3 |
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
8 | ||
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 22 |
ITEM 3. | 34 | |
ITEM 4. | 35 | |
ITEM 1. | 35 | |
ITEM 1A. | 35 | |
ITEM 2. | 36 | |
ITEM 3. | 36 | |
ITEM 4. | 36 | |
ITEM 5. | 36 | |
ITEM 6. | 37 | |
38 |
2
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
ADVANCED ENERGY INDUSTRIES, INC.
Unaudited Consolidated Balance Sheets
(In thousands, except per share amounts)
March 31, | December 31, | ||||||
| 2024 |
| 2023 | ||||
ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | |||
Accounts receivable, net |
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Inventories |
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Other current assets | | | |||||
Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets | | | |||||
Other assets |
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Intangible assets, net |
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Goodwill |
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TOTAL ASSETS | $ | | $ | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable | $ | | $ | | |||
Accrued payroll and employee benefits |
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Other accrued expenses |
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Customer deposits and other |
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Current portion of long-term debt | | | |||||
Current portion of operating lease liabilities | | | |||||
Total current liabilities |
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Long-term debt, net | | | |||||
Operating lease liabilities | | | |||||
Pension benefits | | | |||||
Other long-term liabilities | | | |||||
Total liabilities |
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Commitments and contingencies (Note 15) |
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Stockholders' equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Retained earnings |
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Total stockholders' equity |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | | $ | | |||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
ADVANCED ENERGY INDUSTRIES, INC.
Unaudited Consolidated Statements of Operations
(In thousands, except per share amounts)
Three Months Ended March 31, | |||||||
| 2024 | 2023 |
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Revenue, net | $ | | $ | | |||
Cost of revenue |
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Gross profit |
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Operating expenses: |
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Research and development |
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Selling, general, and administrative |
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Amortization of intangible assets |
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Restructuring, asset impairments, and other charges |
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Total operating expenses |
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Operating income |
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Interest income | | | |||||
Interest expense | ( | ( | |||||
Other income (expense), net |
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Income from continuing operations, before income tax |
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Income tax provision |
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Income from continuing operations |
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Loss from discontinued operations, net of income tax |
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Net income | $ | | $ | | |||
Basic weighted-average common shares outstanding |
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Diluted weighted-average common shares outstanding |
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Earnings per share: |
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Continuing operations: |
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Basic earnings per share | $ | | $ | | |||
Diluted earnings per share | $ | | $ | | |||
Discontinued operations: |
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Basic loss per share | $ | ( | $ | ( | |||
Diluted loss per share | $ | ( | $ | ( | |||
Net income: |
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Basic earnings per share | $ | | $ | | |||
Diluted earnings per share | $ | | $ | | |||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
ADVANCED ENERGY INDUSTRIES, INC.
Unaudited Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
Three Months Ended March 31, | ||||||
| 2024 |
| 2023 | |||
Net income | $ | | $ | | ||
Other comprehensive loss, net of income tax |
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Foreign currency translation |
| ( |
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Change in fair value of cash flow hedges |
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Comprehensive income (loss) | $ | ( | $ | | ||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
ADVANCED ENERGY INDUSTRIES, INC.
Unaudited Consolidated Statements of Stockholders' Equity
(In thousands, except per share amounts)
Common Stock | |||||||||||||||||
Accumulated | |||||||||||||||||
Additional | Other | Total | |||||||||||||||
Paid-in | Comprehensive | Retained | Stockholders' | ||||||||||||||
Shares | Amount | Capital | Income (Loss) | Earnings | Equity | ||||||||||||
Balances, December 31, 2022 |
| | $ | | $ | | $ | | $ | | $ | | |||||
Stock issued from equity plans | | — | ( | — | — | ( | |||||||||||
Stock-based compensation | — | — | | — | — | | |||||||||||
Dividends declared ($ | — | — | — | — | ( | ( | |||||||||||
Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||
Net income | — | — | — | — | | | |||||||||||
Balances, March 31, 2023 | | $ | | $ | | $ | | $ | | $ | | ||||||
Balances, December 31, 2023 | | $ | | $ | | $ | | $ | | $ | | ||||||
Stock issued from equity plans | | — | ( | — | — | ( | |||||||||||
Stock-based compensation | — | — | | — | — | | |||||||||||
Dividends declared ($ | — | — | — | — | ( | ( | |||||||||||
Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||
Deferred compensation | — | — | | — | ( | — | |||||||||||
Net income | — | — | — | — | | | |||||||||||
Balances, March 31, 2024 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
ADVANCED ENERGY INDUSTRIES, INC.
Unaudited Consolidated Statements of Cash Flows
(In thousands)
Three Months Ended March 31, | ||||||
| 2024 |
| 2023 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income | $ | | $ | | ||
Less: loss from discontinued operations, net of income tax |
| ( |
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Income from continuing operations, net of income tax |
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Adjustments to reconcile net income to net cash from operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Amortization of debt issuance costs and debt discount | | | ||||
Deferred income tax benefit |
| ( |
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Loss (gain) on disposal and sale of assets |
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Unrealized gain on investment | ( | — | ||||
Changes in operating assets and liabilities, net of assets acquired |
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Accounts receivable, net |
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Inventories |
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Other assets |
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Accounts payable |
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Other liabilities and accrued expenses |
| ( |
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Net cash from operating activities from continuing operations |
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Net cash from operating activities from discontinued operations |
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Net cash from operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of long-term investments | ( | — | ||||
Purchases of property and equipment |
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Net cash from investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Payments on long-term borrowings | ( | ( | ||||
Dividend payments | ( | ( | ||||
Net payments related to stock-based awards |
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Net cash from financing activities |
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EFFECT OF CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS |
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NET CHANGE IN CASH AND CASH EQUIVALENTS |
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CASH AND CASH EQUIVALENTS, beginning of period |
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CASH AND CASH EQUIVALENTS, end of period | $ | | $ | | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid for interest | $ | | $ | | ||
Cash paid for income taxes | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Advanced Energy Industries, Inc., a Delaware corporation, and its consolidated subsidiaries (“we,” “us,” “our,” “Advanced Energy,” or the “Company”) provides highly engineered, critical, precision power conversion, measurement, and control solutions to our global customers. We design, manufacture, sell and support precision power products that transform, refine, and modify the raw electrical power coming from either the utility or the building facility and convert it into various types of highly controllable, usable power that is predictable, repeatable, and customizable to meet the necessary requirements for powering a wide range of complex equipment. Many of our products enable customers to reduce or optimize their energy consumption through increased power conversion efficiency, power density, power coupling, and process control across a wide range of applications.
In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary to present fairly Advanced Energy’s financial position as of March 31, 2024, and the results of our operations and cash flows for the three months ended March 31, 2024 and 2023.
The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2023 and other financial information filed with the SEC.
Use of Estimates in the Preparation of the Consolidated Financial Statements
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The significant estimates, assumptions, and judgments include, but are not limited to, excess and obsolete inventory, income taxes and other provisions, and acquisitions and asset valuations.
Significant Accounting Policies
Our accounting policies are described in Note 1 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023.
New Accounting Standards
From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, will not have a material impact on the consolidated financial statements upon adoption.
New Accounting Standards Issued But Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands disclosure requirements to require additional information about significant segment expenses. In addition, the ASU enhances interim disclosures, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and provides new disclosures requirements for entities with a single reportable segment. This guidance will be effective for us in our Annual Report on Form 10-K for the year
8
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
ending December 31, 2024. We do not expect the above guidance to materially impact our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 “Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional disclosure on income taxes paid. This guidance will be effective for us on January 1, 2025. We do not expect the above guidance to materially impact our consolidated financial statements.
In March 2024, the U.S. Securities and Exchange Commission (the “SEC”) issued climate-related disclosure rules. These rules do not change accounting treatment, but they significantly expand the climate-related information companies are required to disclose. Several petitions were filed challenging these climate-related disclosure rules and, in April 2024, the SEC voluntarily stayed the rules, pending completion of judicial review. We do not expect the above disclosure requirement to materially impact our consolidated financial statements. We are evaluating the disclosure requirements and changes to our business processes, systems, and controls to support the additional disclosures.
NOTE 2. REVENUE
Disaggregation of revenue
The following tables present additional information regarding our revenue:
Revenue by Market
Three Months Ended March 31, | ||||||
| 2024 | 2023 | ||||
Semiconductor Equipment | $ | | $ | | ||
Industrial and Medical |
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Data Center Computing | | | ||||
Telecom and Networking | | | ||||
Total | $ | | $ | | ||
Revenue by Region
Three Months Ended March 31, | |||||||||||||
| 2024 | 2023 |
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North America | $ | | | % | $ | | | % | |||||
Asia | | | | | |||||||||
Europe | | | | | |||||||||
Other |
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Total | $ | | | % | $ | | | % | |||||
Revenue by Significant Countries
Three Months Ended March 31, | |||||||||||||
| 2024 | 2023 |
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United States | $ | | | % | $ | | | % | |||||
Taiwan | | | | | |||||||||
China | | | | | |||||||||
All others | | | | | |||||||||
Total | $ | | | % | $ | | | % | |||||
9
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
We attribute revenue to individual countries and regions based on the customer’s ship to location. Apart from the United States and Taiwan, no revenue attributable to any individual country exceeded 10% of our total consolidated revenues during the periods presented.
Revenue by Category
Three Months Ended March 31, | |||||||
| 2024 | 2023 |
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Product | $ | | $ | | |||
Services and other | |
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Total | $ | |
| $ | | ||
Other revenue includes certain spare parts and products sold by our service group.
Significant Customers
During the three months ended March 31, 2024, Applied Materials, Inc. and Lam Research Corporation accounted for
As of March 31, 2024, the account receivable balance from Applied Materials, Inc. and Lam Research Corporation accounted for
NOTE 3. INCOME TAX
The following table summarizes tax expense and the effective tax rate for our income from continuing operations:
Three Months Ended March 31, | |||||||
| 2024 |
| 2023 |
| |||
Income from continuing operations, before income tax | $ | | $ | | |||
Income tax provision | $ | | $ | | |||
Effective tax rate | | % | | % | |||
Our effective tax rates differ from the U.S. federal statutory rate of
As of January 1, 2024, the Pillar II minimum global effective tax rate of 15% enacted by the Organization for Economic Cooperation and Development (“OECD”) was effectuated. More than 140 countries agreed to enact the Pillar II global minimum tax. However, the timing of the implementation for each country varies. To date, we have determined that there was an immaterial global minimum tax liability as a result of Pillar II, as certain tax jurisdictions either will not have Pillar II enacted until after December 31, 2024 or satisfied the safe harbor test to prevent any minimum tax under Pillar II. We continue to monitor the jurisdictions for any changes and include any appropriate minimum tax throughout the year.
10
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
NOTE 4. STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE
Accumulated Other Comprehensive Income
The following table summarizes the components of, and changes in, accumulated other comprehensive income
(loss), net of income taxes.
| Foreign Currency Translation |
| Change in Fair Value of Cash Flow Hedges |
| Minimum Pension Benefit Retirement Liability |
| Total | |||||
Balance at December 31, 2023 | $ | ( | $ | | $ | | $ | | ||||
Other comprehensive income prior to reclassifications | ( | | - | ( | ||||||||
Amounts reclassified from accumulated other comprehensive income | - | ( | - | ( | ||||||||
Balance at March 31, 2024 | $ | ( | $ | | $ | | $ | ( |
Amounts reclassified from accumulated other comprehensive income (loss) to the specific caption within the
Consolidated Statements of Operations were as follows:
| Three Months Ended March 31, | To Caption on | |||
2024 | Consolidated Statements of Operations | ||||
Cash flow hedges | $ | ( | Interest expense | ||
Earnings Per Share
The following table summarizes our earnings per share (“EPS”):
Three Months Ended March 31, | |||||||
| 2024 |
| 2023 |
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Income from continuing operations | $ | | $ | | |||
Basic weighted-average common shares outstanding |
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Dilutive effect of stock awards |
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Diluted weighted-average common shares outstanding |
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EPS from continuing operations |
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Basic EPS | $ | | $ | | |||
Diluted EPS | $ | | $ | | |||
Anti-dilutive shares not included above | |||||||
Stock awards | | | |||||
Warrants | | — | |||||
Total anti-dilutive shares | | | |||||
11
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
We compute basic earnings per share of common stock (“Basic EPS”) by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period.
See Note 16. Long-Term Debt for information regarding our Convertible Notes, Note Hedges, and Warrants. For diluted earnings per share of common stock (“Diluted EPS”), we increase the weighted-average number of common shares outstanding during the period, as needed, to include the following:
| ● | Dilutive impact associated with the Convertible Notes using the if-converted method. The Convertible Notes are repayable in cash up to par value and in cash or shares of common stock for the excess over par value. When the stock price is lower than the strike price, there is no dilutive or anti-dilutive impact. Prior to conversion, we do not consider the Note Hedges for purposes of Diluted EPS as their effect would be anti-dilutive. Upon conversion, we expect the Note Hedges to offset the dilutive effect of the Convertible Notes when the stock price is above $ |
| ● | Additional common shares that would have been outstanding if our outstanding stock awards had been converted to common shares using the treasury stock method. We exclude any stock awards that have an anti-dilutive effect; and |
| ● | Dilutive effect of the Warrants issued concurrently with the Convertible Notes using the treasury stock method. For all periods presented, the Warrants did not increase the weighted-average number of common shares outstanding because the $ |
Share Repurchase
At March 31, 2024, the remaining amount authorized by the Board of Directors (“the Board”) for future share repurchases was $
NOTE 5. FAIR VALUE MEASUREMENTS
The following tables present information about our assets and liabilities measured at fair value on a recurring basis:
March 31, 2024 | ||||||||||||||
Description | Balance Sheet Classification | Level 1 | Level 2 | Level 3 | Total | |||||||||
Certificates of deposit | Other current assets | $ | — | $ | | $ | — | $ | | |||||
Foreign currency forward contracts | Other accrued expenses | — | | — | | |||||||||
Interest rate swaps | Other current assets | — | | — | | |||||||||
Investments | Other assets | — | | — | | |||||||||
December 31, 2023 | ||||||||||||||
Description | Balance Sheet Classification | Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||||
Certificates of deposit | Other current assets | $ | — | $ | | $ | — | $ | | |||||
Interest rate swaps | Other assets | — | | — | | |||||||||
Investments | Other assets | — | | — | | |||||||||
12
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS
Changes in foreign currency exchange rates impact our results of operations and cash flows. We may manage these risks through the use of derivative financial instruments, primarily forward contracts with banks. These forward contracts manage the exchange rate risk associated with assets and liabilities denominated in nonfunctional currencies. Typically, we execute these derivative instruments for one-month periods and do not designate them as hedges; however, they do partially offset the economic fluctuations of certain of our assets and liabilities due to foreign exchange rate changes.
The following table summarizes the notional amount of outstanding foreign currency forward contracts:
March 31, | December 31, | |||||
| 2024 |
| 2023 | |||
Foreign currency forward contracts | $ | | $ | — | ||
Gains and losses related to foreign currency exchange contracts were offset by corresponding gains and losses on the revaluation of the underlying assets and liabilities. Both are included as a component of other income (expense), net in our Consolidated Statements of Operations.
We have executed interest rate swap contracts that fix a portion of the interest payments related to the outstanding principal balance on our Term Loan Facility to a total interest rate of
The following table summarizes the notional amount of our qualified hedging instruments:
March 31, | December 31, | |||||
| 2024 |
| 2023 | |||
Interest rate swap contracts | $ | | $ | | ||
The following table summarizes the amounts, net of tax, recorded in accumulated other comprehensive income on the Consolidated Balance Sheets for qualifying hedges.
March 31, | December 31, | |||||
| 2024 |
| 2023 | |||
Interest rate swap contract gains | $ | | $ | | ||
See Note 6. Fair Value Measurements for information regarding fair value of derivative instruments.
As a result of using derivative financial instruments, we are exposed to the risk that counterparties to contracts could fail to meet their contractual obligations. We manage this credit risk by reviewing counterparty creditworthiness on a regular basis and limiting exposure to any single counterparty.
13
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
NOTE 7. ACCOUNTS RECEIVABLE, NET
We record accounts receivable at net realizable value. Our accounts receivable, net balance on the Consolidated Balance Sheets was $
December 31, 2023 |
| $ | |
Additions |
| | |
March 31, 2024 | $ | |
NOTE 8. INVENTORIES
We value inventories at the lower of cost or net realizable value, computed on a first-in, first-out basis. Components of inventories were as follows:
March 31, | December 31, | |||||
| 2024 |
| 2023 | |||
Parts and raw materials | $ | | $ | | ||
Work in process |
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Finished goods |
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Total | $ | | $ | | ||
NOTE 9. PROPERTY AND EQUIPMENT, NET
Property and equipment, net is comprised of the following:
Estimated Useful | March 31, | December 31, | ||||||
| Life (in years) |
| 2024 |
| 2023 | |||
Buildings, machinery, and equipment | $ | | $ | | ||||
Software | | | ||||||
Computer equipment, furniture, fixtures, and vehicles |
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Leasehold improvements |
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Capital projects in process |
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Less: Accumulated depreciation |
| ( |
| ( | ||||
Property and equipment, net | $ | | $ | | ||||
The following table summarizes depreciation expense. All depreciation expense is recorded in income from continuing operations:
Three Months Ended March 31, | |||||||
| 2024 |
| 2023 |
| |||
Depreciation expense | $ | | $ | | |||
14
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
NOTE 10. INTANGIBLE ASSETS AND GOODWILL
Intangible assets consisted of the following:
March 31, 2024 | |||||||||||
| Gross Carrying |
| Accumulated |
| Net Carrying |
| Weighted Average Remaining | ||||
Amount | Amortization | Amount |
| Useful Life (in years) | |||||||
Technology | $ | | $ | ( | $ | | |||||
Customer relationships |
| | ( |
| | ||||||
Trademarks and other |
| | ( |
| | ||||||
Total | $ | | $ | ( | $ | | |||||
December 31, 2023 | |||||||||||
| Gross Carrying |
| Accumulated |
| Net Carrying | Weighted Average Remaining | |||||
Amount | Amortization | Amount | Useful Life (in years) | ||||||||
Technology | $ | | $ | ( | $ | | |||||
Customer relationships |
| | ( |
| | ||||||
Trademarks and other |
| | ( |
| | ||||||
Total | $ | | $ | ( | $ | | |||||
Amortization expense related to intangible assets is as follows:
Three Months Ended March 31, | ||||||
| 2024 |
| 2023 | |||
Amortization expense | $ | | $ | | ||
Estimated amortization expense related to intangibles is as follows:
Year Ending December 31, |
| ||
2024 (remaining) | $ | | |
2025 |
| | |
2026 |
| | |
2027 |
| | |
2028 | | ||
Thereafter |
| | |
Total | $ | |
The following table summarizes the changes in goodwill:
December 31, 2023 | $ | | |
Foreign currency translation and other | ( | ||
March 31, 2024 |
| $ | |
15
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
NOTE 11. RESTRUCTURING, ASSET IMPAIRMENTS, AND OTHER CHARGES
Details of restructuring, asset impairments, and other charges are as follows:
Three Months Ended March 31, | |||||||
2024 | 2023 | ||||||
Restructuring |
| $ | ( | | |||
Other charges | | — | |||||
Total restructuring, asset impairments, and other charges | $ | |
| $ | |
| |
Restructuring
We have
2023 Plan
In 2023, we approved a plan intended to optimize and further consolidate our manufacturing operations and functional support groups as well as a general reduction-in-force to align our expenses to revenue levels (the “2023 Plan”). We expect additional charges of $
2022 Plan
This plan was approved to further improve our operating efficiencies and drive the realization of synergies from our business combinations by consolidating our operations, optimizing our factory footprint, including moving certain production into our higher volume factories, reducing redundancies, and lowering our cost structure. We anticipate the 2022 Plan will be substantially completed by the end of 2024.
Our restructuring liabilities are included in other accrued expenses in our Consolidated Balance Sheets. Changes in restructuring liabilities were as follows:
| 2023 Plan |
| 2022 Plan |
| Other |
| Total | |||||
December 31, 2023 | $ | | $ | | $ | | $ | | ||||
Costs incurred and charged to expense | ( | | ( | |||||||||
Costs paid or otherwise settled | ( | ( | ( | ( | ||||||||
March 31, 2024 | $ | | $ | | $ | $ | | |||||
Charges related to our restructuring plans are as follows:
Three Months Ended March 31, | ||||||
2024 | 2023 | |||||
Severance and related charges |
| $ | ( |
| $ | |
Cumulative Cost Through | |||||||||
March 31, 2024 | |||||||||
| 2023 Plan |
| 2022 Plan |
| Total | ||||
Severance and related charges |
| $ | | $ | | $ | | ||
Other Charges
In connection with vacating and relocating facilities, we incurred other charges of $
16
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
NOTE 12. WARRANTIES
Our sales agreements include customary product warranty provisions, which generally range from
Our estimated warranty obligation is included in other accrued expenses in our Consolidated Balance Sheets. Changes in our product warranty obligation were as follows:
December 31, 2023 | $ | | |
Net increases to accruals |
| | |
Warranty expenditures |
| ( | |
Effect of changes in exchange rates |
| | |
March 31, 2024 | $ | |
NOTE 13. LEASES
Components of total operating lease cost were as follows:
Three Months Ended March 31, | |||||||
| 2024 |
| 2023 |
| |||
Operating lease cost | $ | | $ | | |||
Short-term and variable lease cost | | | |||||
Total operating lease cost | $ | | $ | | |||
Payments on our operating lease liabilities are as follows:
Year Ending December 31, |
| ||
2024 (remaining) | $ | | |
2025 |
| | |
2026 |
| | |
2027 | | ||
2028 | | ||
Thereafter | | ||
Total lease payments | | ||
Less: Interest | ( | ||
Present value of lease liabilities | $ | |
In addition to the above, we have lease agreements with total payments of $
17
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
The following tables present additional information about our lease agreements:
March 31, | December 31, | |||||||
| 2024 |
|
| 2023 | ||||
Weighted average remaining lease term (in years) | ||||||||
Weighted average discount rate |
| | % | | % | |||
Three Months Ended March 31, | |||||
2024 |
| 2023 | |||
Cash paid for operating leases | $ | | $ | | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ | | $ | | |
NOTE 14. STOCK-BASED COMPENSATION
The Compensation Committee of our Board administers our stock plans. As of March 31, 2024, we had
The 2023 Incentive Plan provides for the grant of awards including stock options, stock appreciation rights, performance stock units, performance units, stock, restricted stock, restricted stock units, and cash incentive awards.
The following table summarizes information related to our stock-based incentive compensation plans:
March 31, 2024 | ||
Shares available for future issuance under the 2023 Incentive Plan | | |
Shares available for future issuance under the ESPP | |
Stock-based Compensation Expense
We recognize stock-based compensation expense based on the fair value of the awards issued and the functional area of the employee receiving the award. During the three months ended March 31, 2024, stock-based compensation expense includes $
Three Months Ended March 31, | |||||||
| 2024 |
| 2023 |
| |||
Stock-based compensation expense | $ | | $ | | |||
Restricted Stock Units
Generally, we grant restricted stock units (“RSUs”) with a
18
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
Changes in our RSUs were as follows:
Three Months Ended March 31, 2024 | |||||
|
| Weighted- | |||
Average | |||||
Number of | Grant Date | ||||
RSUs | Fair Value | ||||
RSUs outstanding at beginning of period |
| | $ | | |
RSUs granted |
| | $ | | |
RSUs vested |
| ( | $ | | |
RSUs forfeited |
| ( | $ | | |
RSUs outstanding at end of period |
| | $ | | |
Stock Options
Generally, we grant stock option awards with an exercise price equal to the market price of our stock at the date of grant and with either a or
Changes in our stock options were as follows:
Three Months Ended March 31, 2024 | |||||
|
| Weighted- | |||
Average | |||||
Number of | Exercise Price | ||||
Options | per Share | ||||
Options outstanding at beginning of period |
| | $ | | |
Options exercised |
| ( | $ | | |
Options outstanding at end of period |
| | $ | | |
NOTE 15. COMMITMENTS AND CONTINGENCIES
We are involved in disputes and legal actions arising in the normal course of our business. While we currently believe that the amount of any ultimate loss would not be material to our financial position, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate loss could have a material adverse effect on our financial position or reported results of operations. An unfavorable decision in intellectual property litigation also could require material changes in production processes and products or result in our inability to ship products or components found to have violated third party intellectual property rights. We accrue loss contingencies in connection with our commitments and contingencies, including litigation, when it is probable that a loss has occurred, and the amount of such loss can be reasonably estimated. We are not currently a party to any legal action that we believe would reasonably have a material adverse impact on our business, financial condition, results of operations or cash flows.
We maintain defined benefit pension plans for certain of our non-U.S. employees, including the United Kingdom. In light of the recent United Kingdom’s High Court ruling in the case of Virgin Media Ltd v. NTL Pension Trustees II Ltd & Ors, which is scheduled for appeal in June 2024, we are reviewing past amendments made to our United Kingdom pension plans to evaluate whether any changes were implemented in conflict with section 37 of the United Kingdom Pension Schemes Act 1993. Should there be a challenge to any previous amendments to our pension plan in the United Kingdom, we could face potential litigation and compliance risks. We continue to account for our United Kingdom pension arrangements in accordance with the plan agreements and amendments, as we believe they represent a mutual understanding and agreement among all parties.
19
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
NOTE 16. LONG-TERM DEBT
Long-term debt on our Consolidated Balance Sheets consists of the following:
March 31, | December 31, | |||||
| 2024 |
| 2023 | |||
Convertible Notes due 2028 | $ | | $ | | ||
Term Loan Facility due 2026 | | | ||||
Gross long-term debt, including current maturities | | | ||||
Less: debt discount | ( | ( | ||||
Net long-term debt, including current maturities | | | ||||
Less: current maturities | ( | ( | ||||
Net long-term debt | $ | | $ | | ||
For all periods presented, we were in compliance with the covenants under all debt agreements. Contractual maturities of our gross long-term debt, including current maturities, are as follows:
Year Ending December 31, |
| ||
2024 (remaining) | $ | | |
2025 | | ||
2026 | | ||
2027 | — | ||
2028 | | ||
Total | $ | | |
| March 31, 2024 | ||||
Balance |
| Interest | |||
Convertible Notes | $ | | |||
Term Loan Facility at fixed interest rate due to interest rate swap | | ||||
Term Loan Facility at variable interest rate | | ||||
Total borrowings | $ | | |||
The interest rate swap contracts expire on September 10, 2024. After that date, this portion of our Term Loan Facility will be subject to a variable interest rate. For more information, see Note 6. Derivative Financial Instruments. The Term Loan Facility and Revolving Facility bear interest, at our option, at a rate based on the Base Rate or SOFR, as defined in the Credit Agreement, plus an applicable margin.
The following table summarizes interest expense related to our debt:
Three Months Ended March 31, | |||||||
| 2024 |
| 2023 |
| |||
Interest expense | $ | | $ | | |||
Amortization of debt issuance costs | | | |||||
Total interest expense related to debt | $ | | $ | | |||
Convertible Senior Notes due 2028
On September 12, 2023, we completed a private, unregistered offering of $
20
ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except per share data)
The $
Concurrent with the Convertible Notes issuance, we entered into hedges and sold warrants with respect to our common stock. In combination, the hedges and warrants synthetically increase the initial conversion price on the Convertible Notes from $
Credit Agreement
Our credit agreement dated as of September 10, 2019, as amended (the “Credit Agreement”) consists of a senior unsecured term loan facility (“Term Loan Facility”) and a senior unsecured revolving facility (“Revolving Facility”). Both mature on September 9, 2026.
On March 31, 2023, we executed agreements pursuant to the Credit Agreement to transition the benchmark interest rate from LIBOR to SOFR. The impact of this transition was not material to our consolidated financial statements.
On September 7, 2023, we entered into an additional amendment to the Credit Agreement to amend certain definitions, covenants, and events of default.
The following table summarizes our availability to withdraw on the Revolving Facility:
March 31, | December 31, | |||||
| 2024 |
| 2023 | |||
Available capacity on Revolving Facility | $ | | $ | | ||
As part of our available capacity on the Revolving Facility, prior to the maturity date of the Credit Agreement, we may request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $
We use level 2 measurements to estimate the fair value of our debt. As of March 31, 2024, we estimate the fair value of our Convertible Notes to be $
21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on February 20, 2024 (“2023 Form 10-K”).
Special Note on Forward-Looking Statements
This Quarterly Report on Form 10-Q contains, 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 (the “Exchange Act”). 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, events, or circumstances will continue. The inclusion of words such as “anticipate,” “expect,” “estimate,” “can,” “may,” “might,” “continue,” “enable,” “plan,” “intend,” “should,” “could,” “would,” “will,” “likely,” “potential,” “believe,” and similar expressions and the negative versions thereof indicate forward-looking statements; however, not all forward-looking statements may contain such words or expressions. These forward-looking statements are based upon information available as of the date of this report and management’s current estimates, forecasts, and assumptions. Although we believe that our expectations reflected in or suggested by these forward-looking statements are reasonable, we may not achieve the results, performance, plans, or objectives expressed or implied by such forward-looking statements. Forward-looking statements involve risks and uncertainties, which are difficult to predict and many of which are beyond our control.
Risks and uncertainties to which our forward-looking statements are subject include:
| ● | volatility and business fluctuations in the industries in which we compete; |
| ● | our ability to achieve design wins with new and existing customers; |
| ● | our ability to accurately forecast and meet customer demand; |
| ● | risks related to global economic conditions, including, but not limited to, the impact of escalating global conflicts on macroeconomic conditions, economic uncertainty, market volatility, rising interest rates, inflation, or recession; |
| ● | risks inherent in our international operations, including the effect of trade and export controls, political and geographical risks, fluctuations in currency exchange rates; |
| ● | customer price sensitivity; |
| ● | concentration of our customer base; |
| ● | risks associated with breach of our information security measures; |
| ● | our loss of or inability to attract and retain key personnel; |
| ● | disruptions to our manufacturing operations or those of our customers or suppliers; |
| ● | risks associated with our manufacturing footprint optimization and movement of manufacturing locations for certain products; |
| ● | our ability to successfully identify, close, integrate and realize anticipated benefits from our acquisitions; |
| ● | quality issues or unanticipated costs in fulfilling our warranty obligations (including our discontinued solar inverter product line), and adequacy of our warranty reserves; |
| ● | our ability to enforce, protect and maintain our proprietary technology and intellectual property rights; |
| ● | our ability to achieve cost savings, profitability, and gross margin goals; |
22
| ● | changes to tax laws and regulations or our tax rates; |
| ● | changes in federal, state, local and foreign regulations, including with respect to privacy and data protection, and environmental regulation; |
| ● | effect of our debt obligations and restrictive covenants on our ability to operate our business; |
| ● | risks related to our unfunded pension obligations; |
| ● | restructuring and severance activities; |
| ● | legal matters, claims, and proceedings; |
| ● | our estimates of the fair value of intangible assets; and |
| ● | the potential impact of dilution related to our convertible debt, hedge, and warrant transactions. |
Actual results could differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned not to place undue reliance on forward-looking statements. Factors that could contribute to these differences or prove our forward-looking statements, by hindsight, to be overly optimistic or unachievable include, but are not limited to, the risks and uncertainties listed above and described in Part I, Item 1A in the 2023 Form 10-K. We assume no obligation to update any forward-looking statement or provide the reasons why our actual results might differ.
23
BUSINESS AND MARKET OVERVIEW
Company Overview
Advanced Energy provides highly engineered, critical, precision power conversion, measurement, and control solutions to our global customers. We design, manufacture, sell and support precision power products that transform, refine, and modify the raw electrical power coming from either the utility or the building facility and convert it into various types of highly controllable, usable power that is predictable, repeatable, and customizable to meet the necessary requirements for powering a wide range of complex equipment. Many of our products enable customers to reduce or optimize their energy consumption through increased power conversion efficiency, power density, power coupling, and process control across a wide range of applications.
We are organized on a global, functional basis and operate as a single segment of power electronics conversion products. Within this segment, our products are sold into the Semiconductor Equipment, Industrial and Medical, Data Center Computing, and Telecom and Networking markets.
Product and Services
Our precision power products and solutions are designed to enable new process technologies, improve productivity, lower the cost of ownership, and provide critical power capabilities for our customers. These products are designed to meet our customers’ demanding requirements in efficiency, flexibility, performance, and reliability. The majority of Advanced Energy’s products are capable of meeting various customer requirements. We also provide repair and maintenance services for our products.
Our plasma power products offer solutions to enable innovation in complex semiconductor and thin film plasma processes such as dry etch and deposition. Our broad portfolio of high and low voltage power products are used in a wide range of applications, such as semiconductor equipment, industrial production, medical and life science equipment, data center computing, networking, and telecommunications. We also supply related sensing, controls, and instrumentation products primarily for advanced measurement and calibration of power and temperature for multiple industrial markets. Our network of global service support centers provides repair services, calibration, conversions, upgrades, refurbishments, and used equipment to companies using our products.
Our service group offers warranty and after-market repair services, providing our customers with preventive maintenance opportunities to support a lower cost of ownership and higher utilization for their capital equipment. We offer comprehensive repair service and customer support through our worldwide support organization. Support services include warranty and non-warranty repair services, calibration, upgrades, and refurbishments of our products.
End Markets Summary
The demand environment in each of our markets is impacted by macroeconomic conditions, various market trends, customer buying patterns, design wins, and other factors. Although we are currently experiencing a lower demand environment, we continue to believe that the long-term market growth drivers support our long-term strategy, research and development efforts, and capital investments. However, in the short-term it is unclear how certain macroeconomic conditions, including higher interest rates impacting end customers’ capital investment and customer buying patterns, will affect customer demand and our revenue.
Semiconductor Equipment Market
In the first quarter of 2024, the ongoing Semiconductor Equipment market downturn continued to limit our business. The market entered a downturn beginning in the fourth quarter of 2022 due to a combination of unfavorable macroeconomic conditions, overcapacity in the market for memory devices, prolonged weakness in demand for consumer electronics, built up semiconductor inventory consumption resulting in falling manufacturing utilization, and U.S. export restrictions to China for certain semiconductor equipment.
24
Although we expect these factors to continue to impact our business levels in the near term, we believe the long-term growth drivers for demand in this market will resume due to the need for more manufacturing capacity to support expected demand growth for semiconductor devices and related capital equipment.
Industrial and Medical Market
Following a year of record revenue in the Industrial and Medical market, starting in the second half of 2023, we began to experience the impact of weaker macroeconomic conditions on our demand. In addition, in the first quarter of 2024, we saw a rebalancing of customers’ inventories as a result of fulfilling outstanding backlog and shorter lead times for our products. This trend accelerated in the first quarter of 2024. While we believe the long term growth drivers in these markets remain strong, we expect these factors will continue to limit our revenue levels in the near term.
Data Center Computing Market
While there is increased demand for high end computing applications, such as artificial intelligence, continued slow demand in the enterprise server and storage market and timing of large customer orders impacted our revenue in the first quarter of 2024. However, we are beginning to see indications of recovery in this market driven by hyperscale and artificial intelligence investments.
Telecom and Networking Market
Starting in 2023, leading companies in this market reported weak demand, and the slower demand environment continued in 2024. In addition, we experienced the impact of customers rebalancing inventories as a result of fulfilling outstanding backlog and shorter lead times for our products.
Results of Continuing Operations
The analysis presented below is organized to provide the information we believe will be helpful for understanding of our historical performance and relevant trends going forward and should be read in conjunction with our “Unaudited Consolidated Financial Statements” in Part I, Item 1 of this report, including the notes thereto. Also included in the following analysis are measures that are not prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). A reconciliation of the non-GAAP measures to U.S. GAAP is provided below.
The following table sets forth certain data derived from our Consolidated Statements of Operations (in thousands):
Three Months Ended March 31, |
| |||||||||||
2024 | 2023 | |||||||||||
Revenue |
| $ | 327,475 | 100.0 | % | $ | 425,040 | 100.0 | % | |||
Gross profit |
| 112,829 | 34.5 |
| 155,111 | 36.5 | ||||||
Operating expenses |
| 112,152 | 34.2 |
| 115,073 | 27.1 | ||||||
Operating income from continuing operations |
| 677 | 0.2 |
| 40,038 | 9.4 | ||||||
Interest income | 12,645 | 3.9 | 3,585 | 0.8 | ||||||||
Interest expense | (7,127) | (2.2) | (2,730) | (0.6) | ||||||||
Other income (expense), net |
| 1,379 | 0.4 |
| (1,405) | (0.3) | ||||||
Income from continuing operations, before income tax |
| 7,574 | 2.3 |
| 39,488 | 9.3 | ||||||
Income tax provision |
| 1,787 | 0.5 |
| 7,736 | 1.8 | ||||||
Income from continuing operations | $ | 5,787 | 1.8 | % | $ | 31,752 | 7.5 | % | ||||
25
Revenue
The following tables summarize net sales and percentages of net sales, by markets (in thousands):
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||||||||
| 2024 |
| 2023 |
|
| Dollar |
| Percent | ||||||||||
Semiconductor Equipment | $ | 179,903 |
| 54.9 | % | $ | 194,209 |
| 45.7 | % | $ | (14,306) |
| (7.4) | % | |||
Industrial and Medical |
| 83,418 | 25.5 |
| 123,020 | 28.9 |
| (39,602) |
| (32.2) | % | |||||||
Data Center Computing | 41,902 | 12.8 | 59,659 | 14.0 | (17,757) | (29.8) | % | |||||||||||
Telecom and Networking |
| 22,252 | 6.8 |
| 48,152 | 11.3 |
| (25,900) |
| (53.8) | % | |||||||
Total | $ | 327,475 | 100.0 | % | $ | 425,040 | 100.0 | % | $ | (97,565) |
| (23.0) | % | |||||
Total revenue decreased from the same period in the prior year due to a cyclical downturn in the semiconductor and data center industries as well as lower demand within our Industrial and Medical and Telecom and Networking markets.
Revenue by Market
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||
| 2024 |
| 2023 |
| Dollar |
| Percent | |||||
(in thousands) | ||||||||||||
Semiconductor Equipment | $ | 179,903 | $ | 194,209 | $ | (14,306) |
| (7.4) | % | |||
The decrease in Semiconductor Equipment revenue was primarily due to an ongoing cyclical downturn in the semiconductor industry.
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||
| 2024 |
| 2023 |
| Dollar |
| Percent | |||||
(in thousands) | ||||||||||||
Industrial and Medical | $ | 83,418 | $ | 123,020 | $ | (39,602) |
| (32.2) | % | |||
The decrease in Industrial and Medical revenue was primarily due to lower demand and reduction of customers’ inventories.
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||
| 2024 |
| 2023 |
| Dollar |
| Percent | |||||
(in thousands) | ||||||||||||
Data Center Computing | $ | 41,902 | $ | 59,659 | $ | (17,757) |
| (29.8) | % | |||
The decrease in Data Center Computing revenue was due to the cyclical downturn in the data center server and storage market and timing of large hyperscale programs at some customers.
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||
| 2024 |
| 2023 |
| Dollar |
| Percent | |||||
(in thousands) | ||||||||||||
Telecom and Networking | $ | 22,252 | $ | 48,152 | $ | (25,900) |
| (53.8) | % | |||
The decrease in Telecom and Networking revenue was due to a slowing demand environment, reduced capital spend, and inventory rebalancing from our customers following a strong 2023.
26
Gross Profit and Gross Margin
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||
| 2024 |
| 2023 |
| Dollar |
| Percent | |||||
(in thousands) | ||||||||||||
Gross profit | $ | 112,829 | $ | 155,111 | $ | (42,282) |
| (27.3) | % | |||
Gross margin | 34.5 | % | 36.5 | % | ||||||||
The decrease in gross profit was largely due to the decline in revenue and higher operating costs based on investments made in 2023. Gross margin percentage declined year over year primarily due to a decline in volume across all markets, which drove lower utilization in the manufacturing operations. This was partially offset by favorable product mix due to the overall revenue decline being weighted towards lower margin products. Additionally, we paid lower premiums for scarce parts compared to previous periods.
Operating Expenses
The following table summarizes our operating expenses (in thousands) and as a percentage of revenue:
Three Months Ended March 31, | ||||||||||||
| 2024 |
| 2023 | |||||||||
Research and development | $ | 49,836 |
| 15.2 | % |
| $ | 51,610 |
| 12.1 | % | |
Selling, general, and administrative |
| 55,124 | 16.8 |
| 55,358 | 13.0 | ||||||
Amortization of intangible assets |
| 6,947 | 2.1 |
| 7,062 | 1.7 | ||||||
Restructuring, asset impairments, and other charges |
| 245 | 0.1 |
| 1,043 | 0.2 | ||||||
Total operating expenses | $ | 112,152 | 34.2 | % |
| $ | 115,073 | 27.0 | % | |||
Research and Development
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||
| 2024 |
| 2023 |
| Dollar |
| Percent | |||||
(in thousands) | ||||||||||||
Research and development | $ | 49,836 | $ | 51,610 | $ | (1,774) |
| (3.4) | % | |||
The decrease in research and development was primarily driven by $1.3 million in lower program and material costs. In addition, we had a $0.4 million decline in compensation costs due to lower headcount and variable compensation, partially offset by higher stock-based compensation expense.
Selling, General and Administrative
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||
| 2024 |
| 2023 |
| Dollar |
| Percent | |||||
(in thousands) | ||||||||||||
Selling, general, and administrative | $ | 55,124 | $ | 55,358 | $ | (234) |
| (0.4) | % | |||
The decrease in selling, general, and administrative was primarily related to actions taken to control costs, including headcount reduction and lower variable employee compensation, partially offset by higher stock-based compensation cost.
Amortization of Intangibles Assets
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||
| 2024 |
| 2023 |
| Dollar |
| Percent | |||||
(in thousands) | ||||||||||||
Amortization of intangible assets | $ | 6,947 | $ | 7,062 | $ | (115) |
| (1.6) | % | |||
Amortization expense remained flat as we did not acquire any new intangible assets.
27
Restructuring, Asset Impairments and Other Charges
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||
| 2024 |
| 2023 |
| Dollar |
| Percent | |||||
(in thousands) | ||||||||||||
Restructuring, asset impairments, and other charges | $ | 245 | $ | 1,043 | $ | (798) |
| (76.5) | % | |||
The decrease in restructuring, asset impairments, and other charges is primarily driven by timing of our restructuring plan decisions. We have two restructuring plans in process, including the following:
2023 Plan
In 2023, we approved a plan intended to optimize and further consolidate our manufacturing operations and functional support groups as well as a general reduction-in-force to align our expenses to revenue levels (the “2023 Plan”). We expect additional charges of $1.0 million to $2.0 million to be incurred in future periods through the second quarter of 2025. We anticipate the 2023 Plan will be substantially completed by the end of 2024, with the final activities concluding in the second quarter of 2025.
2022 Plan
This plan was approved to further improve our operating efficiencies and drive the realization of synergies from
our business combinations by consolidating our operations, optimizing our factory footprint, including moving certain
production into our higher volume factories, reducing redundancies, and lowering our cost structure. We anticipate the
2022 Plan will be substantially completed by the end of 2024.
For additional information, see Note 11. Restructuring, Asset Impairments, and Other Charges in Part I, Item 1 “Unaudited Consolidated Financial Statements.”
Interest Income, Interest Expense, and Other Income (Expenses), net
Three Months Ended March 31, | Change 2024 v. 2023 | |||||||||||
| 2024 |
| 2023 |
| Dollar |
| Percent | |||||
(in thousands) | ||||||||||||
Interest income | $ | 12,645 | $ | 3,585 | $ | 9,060 |
| 252.7 | % | |||
Interest expense | $ | (7,127) | $ | (2,730) | $ | (4,397) |
| 161.1 | % | |||
Other income (expense), net | $ | 1,379 | $ | (1,405) | $ | 2,784 |
| 198.1 | % | |||
We experienced an increase in interest income on higher cash balances, due in part to proceeds from issuance of the Convertible Notes in the third quarter of 2023, ability to concentrate cash in investment accounts, and higher short term market interest rates.
Interest expense increased due to interest associated with the Convertible Notes and a higher interest rate on the portion of our Term Loan Facility subject to a variable interest rate. The interest rate swap contracts expire on September 10, 2024. After that date, the entire balance of our Term Loan Facility will be subject to a variable interest rate. In addition, should we have future borrowings under our Revolving Facility, those borrowings would be subject to a variable rate.
Other income (expense), net consists primarily of foreign exchange gains and losses, gains and losses on sales
of fixed assets, and other miscellaneous items. The increase in income between periods was primarily a result of higher
unrealized foreign exchange gains.
See Note 16. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements” for information regarding our Convertible Notes.
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Income Tax Provision (Benefit)
The following table summarizes tax provision (in thousands) and the effective tax rate for our income from continuing operations:
Three Months Ended March 31, | |||||||
| 2024 |
| 2023 |
| |||
Income from continuing operations, before income tax | $ | 7,574 | $ | 39,488 | |||
Income tax provision | $ | 1,787 | $ | 7,736 | |||
Effective tax rate | 23.6 | % | 19.6 | % | |||
Our effective tax rates differ from the U.S. federal statutory rate of 21% for the three months ended March 31, 2024 and 2023, primarily due to the benefit of earnings in foreign jurisdictions which are subject to lower tax rates, as well as tax credits, partially offset by net U.S. tax on foreign operations. The effective tax rate for 2024 was higher than the same periods in 2023 primarily due to unfavorable mix of earnings.
As of January 1, 2024, the Pillar II minimum global effective tax rate of 15% enacted by the Organization for Economic Cooperation and Development (“OECD”) was effectuated. More than 140 countries agreed to enact the Pillar II global minimum tax. However, the timing of the implementation for each country varies. To date, we have determined that there was an immaterial global minimum tax liability as a result of Pillar II, as certain tax jurisdictions either will not have Pillar II enacted until after December 31, 2024 or satisfied the safe harbor test to prevent any minimum tax under Pillar II. We continue to monitor the jurisdictions for any changes and include any appropriate minimum tax throughout the year.
Non-GAAP Results
Management uses non-GAAP operating income and non-GAAP earnings per share (“EPS”) to evaluate business performance without the impacts of certain non-cash charges and other charges which are not part of our usual operations. We use these non-GAAP measures to assess performance against business objectives, and make business decisions, including developing budgets and forecasting future periods. In addition, management’s incentive plans include these non-GAAP measures as criteria for achievements. These non-GAAP measures are not prepared in accordance with U.S. GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. However, we believe these non-GAAP measures provide additional information that enables readers to evaluate our business from the perspective of management. The presentation of this additional information should not be considered a substitute for results prepared in accordance with U.S. GAAP.
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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.
Reconciliation of non-GAAP measure | |||||||
Operating expenses and operating income from continuing | Three Months Ended March 31, | ||||||
operations, excluding certain items (in thousands) |
| 2024 |
| 2023 |
| ||
Gross profit from continuing operations, as reported | $ | 112,829 | $ | 155,111 | |||
Adjustments to gross profit: |
|
|
|
| |||
Stock-based compensation |
| 829 |
| 383 | |||
Facility expansion, relocation costs and other |
| 1,308 |
| 957 | |||
Acquisition-related costs | 44 | 53 | |||||
Non-GAAP gross profit |
| 115,010 |
| 156,504 | |||
Non-GAAP gross margin | 35.1% |
| 36.8% | ||||
Operating expenses from continuing operations, as reported |
| 112,152 |
| 115,073 | |||
Adjustments: |
|
|
|
| |||
Amortization of intangible assets |
| (6,947) |
| (7,062) | |||
Stock-based compensation |
| (10,176) |
| (6,418) | |||
Acquisition-related costs |
| (1,266) |
| (878) | |||
Restructuring, asset impairments, and other charges |
| (245) |
| (1,043) | |||
Non-GAAP operating expenses |
| 93,518 |
| 99,672 | |||
Non-GAAP operating income | $ | 21,492 | $ | 56,832 | |||
Non-GAAP operating margin | 6.6% |
| 13.4% | ||||
Reconciliation of non-GAAP measure | |||||||
Income from continuing operations, excluding certain items | Three Months Ended March 31, | ||||||
(in thousands, except per share amounts) |
| 2024 |
| 2023 |
| ||
Income from continuing operations, less non-controlling interest, net of income tax | $ | 5,787 | $ | 31,752 | |||
Adjustments: |
|
| |||||
Amortization of intangible assets |
| 6,947 |
| 7,062 | |||
Acquisition-related costs |
| 1,310 |
| 931 | |||
Facility expansion, relocation costs, and other |
| 1,308 |
| 957 | |||
Restructuring, asset impairments, and other charges |
| 245 |
| 1,043 | |||
Unrealized foreign currency loss (gain) | (1,757) | 1,053 | |||||
Tax effect of non-GAAP adjustments, including certain discrete tax benefits |
| (622) | (1,121) | ||||
Non-GAAP income, net of income tax, excluding stock-based compensation | 13,218 | 41,677 | |||||
Stock-based compensation, net of tax | 8,694 | 5,304 | |||||
Non-GAAP income, net of income tax | $ | 21,912 | $ | 46,981 | |||
Non-GAAP diluted earnings per share | $ | 0.58 | $ | 1.24 | |||
Reconciliation of non-GAAP measure | Three Months Ended March 31, |
| |||||
Per share earnings excluding certain items |
| 2024 |
| 2023 |
| ||
Diluted earnings per share from continuing operations, as reported | $ | 0.15 | $ | 0.84 |
| ||
Add back: | |||||||
Per share impact of non-GAAP adjustments, net of tax |
| 0.43 |
| 0.40 | |||
Non-GAAP earnings per share | $ | 0.58 | $ | 1.24 | |||
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Liquidity and Capital Resources
Liquidity
Adequate liquidity and cash generation is important to the execution of our strategic initiatives. Our ability to fund our operations, acquisitions, capital expenditures, and product development efforts may depend on our ability to generate cash from operating activities, which is subject to future operating performance, as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control. Our primary sources of liquidity continue to be our available cash, investments, cash generated from operations, and available borrowing capacity under the Revolving Facility (defined in Note 16. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements”).
As of March 31, 2024, our cash and cash equivalents totaled $1,017.8 million, while our available funding under our Revolving Facility was $200.0 million. Additionally, we generated $8.0 million of cash flow from continuing operations in the three months ended March 31, 2024. We believe our sources of liquidity will be adequate to meet anticipated debt service, share repurchase programs, and dividends. During the ordinary course of business, we evaluate our cash requirements and, if necessary, adjust our expenditures to reflect the current market conditions and our projected revenue and demand. Our capital expenditures are primarily directed towards manufacturing and operations and can materially influence our available cash for other initiatives.
In addition, we may, depending upon the number or size of acquisitions we pursue, seek additional debt or equity financing from time to time; however, such additional financing may not be available on acceptable terms, if at all.
Debt
On September 12, 2023, we completed a private, unregistered offering of $575.0 million Convertible Notes and received net proceeds of approximately $561.1 million after the discount for the initial purchasers’ fees. We intend to use the net proceeds to fund future growth, which may include strategic acquisitions, opportunistically repay existing outstanding indebtedness, repurchase our common stock, or general corporate purposes.
The following table summarizes our borrowings (in thousands, except for interest rates).
| March 31, 2024 | ||||
Balance |
| Interest | |||
Convertible Notes | $ | 575,000 | 2.50% | ||
Term Loan Facility at fixed interest rate due to interest rate swap | 216,344 | 1.17% | |||
Term Loan Facility at variable interest rate | 133,656 | 6.18% | |||
Total borrowings | $ | 925,000 | |||
The interest rate swap contracts expire on September 10, 2024. After that date, the entire balance of our Term Loan Facility will be subject to a variable interest rate. In addition, should we have future borrowings under our Revolving Facility, those borrowings would be subject to a variable rate.
As of March 31, 2024, we had $200.0 million in available funding under the Revolving Facility. The Term Loan Facility requires quarterly repayments of $5.0 million plus accrued interest, with the remaining balance due in September 2026.
In addition to the available capacity on the Revolving Facility, prior to the maturity date of our Credit Agreement, we may request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $115.0 million. Any requested increase is subject to lender approval.
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For more information see Note 16. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements.” For more information on the interest rate swap that fixes the interest rate for a portion of our Term Loan Facility, see Note 6. Derivative Financial Instruments in Part I, Item 1 “Unaudited Consolidated Financial Statements.”
Dividends
During the three months ended March 31, 2024, we paid a quarterly cash dividend of $0.10 per share, totaling $3.8 million. We currently anticipate that a cash dividend of $0.10 per share will continue to be paid on a quarterly basis, although the declaration of any future cash dividend is at the discretion of the Board and will depend on our financial condition, results of operations, capital requirements, business conditions, and other factors.
Cash Flows
A summary of our cash from operating, investing, and financing activities is as follows (in thousands):
Three Months Ended March 31, | ||||||
| 2024 |
| 2023 | |||
Net cash from operating activities from continuing operations | $ | 7,993 | $ | 31,880 | ||
Net cash used in operating activities from discontinued operations |
| (710) |
| (2,069) | ||
Net cash from operating activities |
| 7,283 |
| 29,811 | ||
Net cash used in investing activities |
| (18,721) |
| (16,210) | ||
Net cash used in financing activities |
| (14,137) |
| (10,805) | ||
Effect of currency translation on cash and cash equivalents |
| (1,201) |
| 51 | ||
Net change in cash and cash equivalents |
| (26,776) |
| 2,847 | ||
Cash and cash equivalents, beginning of period |
| 1,044,556 |
| 458,818 | ||
Cash and cash equivalents, end of period | $ | 1,017,780 | $ | 461,665 | ||
Operating Activities
Net cash from operating activities from continuing operations for the three months ended March 31, 2024 was $8.0 million, as compared to $31.9 million for the same period in the prior year. The decrease of $23.9 million as compared to the same period in the prior year was primarily due to lower net income from continuing operations. Additionally, we had unfavorable decreases in accounts payable, accrued expenses, and other liabilities, as well as an unfavorable increase in inventory. This was partially offset by a favorable decrease in accounts receivable.
Investing Activities
Net cash used in investing activities for the three months ended March 31, 2024 was $18.7 million, primarily driven by the following:
| ● | $16.6 million in purchases of property and equipment largely driven by investments in our manufacturing footprint and capacity; and |
| ● | $2.1 million in purchases of investments. |
Net cash used in investing for the three months ended March 31, 2023 was $16.2 million due to purchases of property and equipment largely driven by investments in our manufacturing footprint and capacity.
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Financing Activities
Net cash used in financing activities for the three months ended March 31, 2024 was $14.1 million and included the following:
| ● | $5.0 million for repayment of long-term debt; |
| ● | $3.8 million for dividend payments; and |
| ● | $5.3 million in net payments related to stock-based award activities. |
Net cash used in financing activities for the three months ended March 31, 2023 was $10.8 million and included the following:
| ● | $5.0 million for repayment of long-term debt; |
| ● | $3.8 million for dividend payment; and |
| ● | $2.0 million in net payments related to stock-based award activities. |
Effect of Currency Translation on Cash
During the three months ended March 31, 2024, foreign currency translation had a minimal impact on cash. See “Foreign Currency Exchange Rate Risk” in Part I, Item 3 of this Form 10-Q for more information.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1. Summary of Operations and Significant Accounting Policies and Estimates to the consolidated financial statements in the 2023 Form 10-K describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. Our critical accounting estimates, discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2023 Form 10-K, include assessing excess and obsolete inventories, accounting for income taxes, and estimates for the valuation of assets and liabilities acquired in business combinations.
Such accounting policies and estimates require significant judgments and assumptions to be used in the preparation of the consolidated financial statements and actual results could differ materially from the amounts reported based on variability in factors affecting these estimates.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk and Risk Management
In the normal course of business, we have exposure to interest rate risk from our investments and Credit Agreement. We also have exposure to foreign exchange rate risk related to our foreign operations and foreign currency transactions.
See “Risk Factors” set forth in Part I, Item 1A of the 2023 Form 10-K and Part II of this Form 10-Q, for more information about the market risks to which we are exposed. There have been no material changes in our exposure to market risk from December 31, 2023.
Foreign Currency Exchange Rate Risk
We are impacted by changes in foreign currency exchange rates through revenue and purchasing transactions when we sell products and purchase materials in currencies different from the currency in which product and manufacturing costs were incurred. Our reported financial results of operations, including the reported value of our assets and liabilities, are also impacted by changes in foreign currency exchange rates. Assets and liabilities of substantially all our subsidiaries outside the U.S. are translated at period end rates of exchange for each reporting period. Operating results and cash flow statements are translated at average rates of exchange during each reporting period. Although these translation changes have no immediate cash impact, the translation changes may impact future borrowing capacity, and overall value of our net assets.
The functional currencies of our worldwide facilities primarily include the United States Dollar, Euro, South Korean Won, New Taiwan Dollar, Japanese Yen, Pound Sterling, and Chinese Yuan. We are subject to risks associated with revenue and purchasing activities and costs to operate that are denominated in currencies other than our functional currencies, such as the Singapore Dollar, Malaysian Ringgit, Mexican Peso and Philippine Peso. The impact of a change in one or more of these particular exchange rates would be immaterial.
From time to time, we may enter into foreign currency exchange rate contracts to hedge against changes in foreign currency exchange rates on assets and liabilities expected to be settled at a future date, including foreign currency, which may be required for a potential foreign acquisition. Market risk arises from the potential adverse effects on the value of derivative instruments that result from a change in foreign currency exchange rates. We may enter into foreign currency forward contracts to manage the exchange rate risk associated with intercompany debt denominated in nonfunctional currencies. We minimize our market risk applicable to foreign currency exchange rate contracts by establishing and monitoring parameters that limit the types and degree of our derivative contract instruments. We enter into derivative contract instruments for risk management purposes only. We do not enter into or issue derivatives for trading or speculative purposes.
Interest Rate Risk
Our interest rate risk exposure relates primarily to our variable rate Term Loan Facility. As of March 31, 2024 we have interest rate swap agreements in effect that fix the interest rate for $216.3 million of our Term Loan Facility at 1.17%, while $133.7 million remains at a floating rate of 6.18%.
The Term Loan Facility and Revolving Credit Facility bear interest, at our option, at a rate based on the Base Rate or SOFR, as defined in the Credit Agreement, plus an applicable margin. The interest rate swap contracts expire on September 10, 2024. After that date, the entire balance of our Term Loan Facility will be subject to a variable interest rate. In addition, should we have future borrowings under our Revolving Facility, those borrowings would be subject to a variable rate.
For more information see Note 16. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements.” For more information on the interest rate swap that fixes the interest rate for a portion of our Term Loan Facility, see Note 6. Derivative Financial Instruments in Part I, Item 1 “Unaudited Consolidated Financial Statements.”
34
As of March 31, 2024 with respect to the borrowed portion of our Credit Facility that is subject to a variable interest rate, a hypothetical increase of 100 basis points (1%) in interest rates would have an insignificant impact on our interest expense. A change in interest rates does not have a material impact upon our future earnings and cash flow for fixed rate debt. However, increases in interest rates could impact our ability to refinance existing maturities and acquire additional debt on favorable terms.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer (Stephen D. Kelley, President and Chief Executive Officer) and Principal Financial Officer (Paul Oldham, Executive Vice President and Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.
As of the end of the period covered by this report, we conducted an evaluation, with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to the Exchange Act Rule 13a-15(b). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2024. The conclusions of the Chief Executive Officer and Chief Financial Officer from this evaluation were communicated to the Audit and Finance Committee. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We intend to continue to review and document our disclosure controls and procedures, including our internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter covered by this Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in disputes and legal actions arising in the normal course of our business. Although it is not possible to predict the outcome of these matters, we believe that the results of these proceedings will not have a material adverse effect on our financial condition, results of operations, or liquidity.
ITEM 1A. RISK FACTORS
Information concerning our risk factors is contained in Part I, Item 1A, “Risk Factors” in the 2023 Form 10-K. The risks described in the 2023 Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or operating results. There have been no material changes to the risk factors previously disclosed in the 2023 Form 10-K.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
To repurchase shares of our common stock, we periodically enter into stock repurchase agreements, open market transactions, and/or other transactions in accordance applicable federal securities laws. Before repurchasing our shares, we consider the market price of our common stock, the nature of other investment opportunities, available liquidity, cash flows from operations, general business and economic conditions, and other relevant factors.
At March 31, 2024, the remaining amount authorized by the Board of Directors (“the Board”) for future share repurchases was $199.2 million with no time limitation. There were no share repurchases during the quarter covered by this Form 10-Q.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2024,
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ITEM 6. EXHIBITS
The exhibits listed in the following index are filed as part of this Quarterly Report on Form 10-Q.
Exhibit |
| ||
|---|---|---|---|
Number | Description | ||
31.1 | |||
31.2 | |||
32.1 | |||
32.2 | |||
101.INS | Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||
101.CAL | Inline XBRL Taxonomy Extension Calculation Link base Document. | ||
101.DEF | Inline XBRL Taxonomy Extension Definition Link base Document. | ||
101.LAB | Inline XBRL Taxonomy Extension Label Link base Document. | ||
101.PRE | Inline XBRL Taxonomy Extension Presentation Link base Document. | ||
104 | Cover Page Interactive Data File (Formatted in Inline XBRL and contained in Exhibit 101) |
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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 thereunto duly authorized.
ADVANCED ENERGY INDUSTRIES, INC. | |||
Dated: | May 1, 2024 | /s/ Paul Oldham | |
Paul Oldham | |||
Chief Financial Officer and Executive Vice President | |||
/s/ Bernard R. Colpitts, Jr. | |||
Bernard R. Colpitts, Jr. | |||
Chief Accounting Officer and Controller | |||
38