<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended June 30, 1996.
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934.
For the transition period from ----------- to -----------.
Commission file number: 0-26966
ADVANCED ENERGY INDUSTRIES, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 84-0846841
- --------------------------------------------- ---------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1625 SHARP POINT DRIVE, FORT COLLINS, CO 80525
- ---------------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (970) 221-4670
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 and 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. Yes X No .
--- ---
As of June 30, 1996, there were 21,238,845 shares of the Registrant's Common
Stock, par value $0.001 per share, outstanding.
1
<PAGE>
ADVANCED ENERGY INDUSTRIES, INC.
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets-
June 30, 1996 and December 31, 1995 3
Statements of Operations-
Three months and six months ended June 30, 1996 and 1995 4
Statements of Cash Flows-
Six months ended June 30, 1996 and 1995 5
Notes to consolidated financial statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. CHANGES IN SECURITIES 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
2
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
ADVANCED ENERGY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
JUNE 30,
1996 DECEMBER 31,
(UNAUDITED) 1995
----------- ------------
ASSETS
Current Assets:
Cash and cash equivalents . . . . . . . . . $ 8,764 $13,332
Accounts receivable . . . . . . . . . . . . 18,583 15,172
Inventories . . . . . . . . . . . . . . . . 17,166 16,104
Prepaid expenses and other
current assets . . . . . . . . . . . . . . 580 663
Deferred income tax benefit . . . . . . . . 1,031 1,031
------- -------
Total current assets. . . . . . . . . . . . . 46,124 46,302
------- -------
Property and Equipment, net . . . . . . . . . 9,935 6,639
Other Assets. . . . . . . . . . . . . . . . . 2,650 2,378
------- -------
Total assets. . . . . . . . . . . . . . . . . $58,709 $55,319
------- -------
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable. . . . . . . . . . . . . . $ 4,493 $ 6,665
Accrued payroll and employee benefits . . . 3,440 2,763
Other accrued expenses. . . . . . . . . . . 674 749
Customer deposits . . . . . . . . . . . . . 62 113
Accrued income tax payable. . . . . . . . . 2,377 1,336
Current portion of long-term debt . . . . . 823 927
------- -------
Total current liabilities . . . . . . . . . . 11,869 12,553
------- -------
Long-term debt. . . . . . . . . . . . . . . . 1,169 1,557
Deferred income tax liability . . . . . . . . 122 122
------- -------
Total liabilities . . . . . . . . . . . . . . 13,160 14,232
------- -------
Stockholders' equity. . . . . . . . . . . . . 45,549 41,087
------- -------
Total liabilities and stockholders' equity. . $58,709 $55,319
------- -------
------- -------
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
3
<PAGE>
ADVANCED ENERGY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
QUARTER ENDED JUNE 30,
---------------------------
1996 1995
(UNAUDITED) (UNAUDITED)
----------- -----------
Net Sales . . . . . . . . . . . . . . . . . . . . $29,831 $24,945
Cost of Sales . . . . . . . . . . . . . . . . . . 17,204 12,055
------- ------
Gross profit. . . . . . . . . . . . . . . . . . . 12,627 12,890
------- ------
Operating Expenses:
Research and development. . . . . . . . . . . . 3,645 2,330
Sales and marketing . . . . . . . . . . . . . . 2,248 1,415
General and administrative. . . . . . . . . . . 2,330 1,962
------- ------
Operating Income. . . . . . . . . . . . . . . . . 4,404 7,183
------- ------
Other (expense) income, net . . . . . . . . . . . (66) 199
------- ------
Net income before income taxes. . . . . . . . . . 4,338 7,382
Provision for income taxes. . . . . . . . . . . . 1,676 2,873
------- ------
Net Income. . . . . . . . . . . . . . . . . . . . $ 2,662 $ 4,509
------- ------
------- ------
Net Income per share. . . . . . . . . . . . . . . $ 0.12 $ 0.24
------- ------
------- ------
Weighted average shares outstanding . . . . . . . 21,653 19,046
------- ------
------- ------
SIX MONTHS ENDED JUNE 30,
--------------------------
1996 1995
(UNAUDITED) (UNAUDITED)
----------- -----------
Net Sales . . . . . . . . . . . . . . . . . . . . $56,997 $42,984
Cost of Sales . . . . . . . . . . . . . . . . . . 34,239 21,739
------ ------
Gross profit. . . . . . . . . . . . . . . . . . . 22,758 21,245
------ ------
Operating Expenses:
Research and development. . . . . . . . . . . . 7,143 4,394
Sales and marketing . . . . . . . . . . . . . . 4,331 2,722
General and administrative. . . . . . . . . . . 4,055 3,614
------ ------
Operating Income. . . . . . . . . . . . . . . . . 7,229 10,515
------ ------
Other (expense) income, net . . . . . . . . . . . (236) 96
------ ------
Net income before income taxes. . . . . . . . . . 6,993 10,611
Provision for income taxes. . . . . . . . . . . . 2,658 4,105
------ ------
Net Income. . . . . . . . . . . . . . . . . . . . $ 4,335 $ 6,506
------ ------
------ ------
Net Income per share. . . . . . . . . . . . . . . $ 0.20 $ 0.34
------ ------
------ ------
Weighted average shares outstanding . . . . . . . 21,657 18,885
------ ------
------ ------
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
4
<PAGE>
ADVANCED ENERGY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30,
---------------------------
1996 1995
(UNAUDITED) (UNAUDITED)
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . $ 4,335 $ 6,506
Adjustments to reconcile net income to net
cash provided by operating activities --
Depreciation and amortization . . . . . . . . 1,146 764
Amortization of deferred compensation . . . . 24 --
(Gain) loss on disposal of property and
equipment. . . . . . . . . . . . . . . . . . 20 (44)
Changes in operating assets and liabilities --
Accounts receivable, trade . . . . . . . . . (3,203) (6,086)
Related parties and other receivables. . . . (209) (1,989)
Inventories. . . . . . . . . . . . . . . . . (1,062) (3,668)
Income taxes . . . . . . . . . . . . . . . . 1,041 1,869
Other current assets . . . . . . . . . . . . 83 (33)
Deposits and other . . . . . . . . . . . . . 34 (193)
Demonstration and customer service equipment (411) (194)
Accounts payable . . . . . . . . . . . . . . (2,172) 3,358
Accrued payroll and employee benefits. . . . 677 491
Customer deposits and other accrued expenses (126) 71
------- -------
Net cash provided by operating activities. . 177 852
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net . . . . (4,352) (1,786)
------- -------
Net cash used in investing activities . . . (4,352) (1,786)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable . . . . . . . . . . -- 7,354
Repayment of notes payable and capital
lease obligations. . . . . . . . . . . . . . . (492) (6,684)
Proceeds from sale of common stock. . . . . . . 118 (48)
------- -------
Net cash (used in) provided by
financing activities . . . . . . . . . . . (374) 622
------- -------
EFFECT OF CUMULATIVE TRANSLATION ADJUSTMENT . . . (19) 410
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. (4,568) 98
CASH AND CASH EQUIVALENTS, beginning of period. . 13,332 368
------- -------
CASH AND CASH EQUIVALENTS, end of period. . . . . $ 8,764 $ 466
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Exercise of stock options in exchange
for stockholders' note receivable. . . . . . . $ 0 $ 1,083
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest. . . . . . . . . . . . . $ 100 $ 335
------- -------
------- -------
Cash paid for income taxes. . . . . . . . . . . $ 1,697 $ 664
------- -------
------- -------
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
5
<PAGE>
ADVANCED ENERGY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION AND MANAGEMENT OPINION
In the opinion of management, the accompanying unaudited consolidated
balance sheets and statements of operations and cash flows contain all
adjustments, consisting only of normal recurring items, necessary to present
fairly the financial position of Advanced Energy Industries, Inc., a Delaware
corporation, and its wholly owned subsidiaries (the "Company") at June 30, 1996,
its results of operations and cash flows for the three and six month periods
ended June 30, 1996 and June 30, 1995.
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all the
information and note disclosures required by generally accepted accounting
principles. The financial statements should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's latest
annual report on Form 10-K for the year ended December 31, 1995.
(2) INITIAL PUBLIC OFFERING
In November 1995, the Company closed on the initial public offering of its
common stock. In connection with the offering, 2,400,000 shares of previously
unissued common shares were sold at a price of $10 per share, providing gross
proceeds of $24,000,000, less $2,790,000 in offering costs.
(3) ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
JUNE 30,
1996 DECEMBER 31,
(UNAUDITED) 1995
----------- ------------
(IN THOUSANDS)
Domestic. . . . . . . . . . . . . . . . . $12,483 $ 8,825
Foreign . . . . . . . . . . . . . . . . . 4,466 4,925
Allowance for doubtful accounts . . . . . (206) (210)
------- -------
Trade accounts receivable . . . . . . . . $16,743 $13,540
Related parties . . . . . . . . . . . . . 777 979
Other . . . . . . . . . . . . . . . . . . 1,063 653
------- -------
Total accounts receivable . . . . . . . . $18,583 $15,172
------- -------
------- -------
(4) INVENTORIES
Inventories consisted of the following:
JUNE 30,
1996 DECEMBER 31,
(UNAUDITED) 1995
----------- ------------
(IN THOUSANDS)
Parts and raw materials . . . . . . . . . $12,472 $11,104
Work in process . . . . . . . . . . . . . 2,363 1,936
Finished goods. . . . . . . . . . . . . . 2,331 3,064
------- -------
$17,166 $16,104
------- -------
------- -------
6
<PAGE>
(5) NET INCOME PER COMMON SHARE
Net income per share is computed based on results of operations
attributable to common stock and weighted average number of common and common
equivalent shares outstanding during each of the periods. Earnings per share are
calculated by dividing the net earnings by the weighted average of common and
common equivalent shares outstanding during each of the periods.
(6) STOCKHOLDERS' EQUITY
Stockholders' equity consisted of the following:
JUNE 30,
1996 DECEMBER 31,
(UNAUDITED) 1995
--------- ------------
(IN THOUSANDS, EXCEPT PAR VALUE)
Common stock, $0.001 par value, 30,000 shares
authorized; 21,239 and 21,069 shares issued
and outstanding............................... $ 21 $ 21
Additional paid-in capital...................... 23,046 22,925
Retained earnings............................... 24,257 19,921
Stockholders' notes receivable.................. (1,083) (1,083)
Deferred compensation........................... (106) (130)
Cumulative translation adjustment............... (586) (567)
------- -------
Total stockholders' equity...................... $45,549 $41,087
------- -------
------- -------
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion contains, in addition to historical information,
forward-looking statements. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below and in the Company's 1995 annual report on
Form 10-K.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
SALES
Sales for the second quarter of 1996 were $29.8 million, an increase of 20%
from second quarter of 1995 sales of $24.9 million. The Company's sales growth
during the periods presented has resulted from the increased unit sales of the
Company's systems. Average selling prices remained constant. A significant part
of this unit sales growth is attributable to increased sales to domestic
customers, primarily the Company's two largest customers, which in the quarter
reported on accounted for approximately 57% of the Company's revenue, as
compared to 40% for the same quarter of the previous year.
The Company is cautious about the outlook for future sales to the
semiconductor equipment industry. During the most recent quarter, 71% of the
Company's revenue came from this industry. Industry analysts are generally
forecasting reduced demand in the semiconductor equipment industry in the
near-term.
In particular, the Company believes that the following factors could impact
forward-looking statements made herein or in future written or oral releases and
by hindsight, prove such statements to be overly optimistic and unachievable:
volatility of the semiconductor and semiconductor equipment industries, customer
concentration, dependence on design wins, rapid technological change and
dependence on new system introduction, competition, and management of growth.
GROSS MARGIN
The Company's gross margin for the second quarter of 1996 was 42.3% of
revenue, down from 51.7% of revenue in the comparable period in 1995 and up from
37.3% in the first quarter of 1996. The gross margin in the second quarter of
1996 compared to the comparable period in 1995 was primarily affected by higher
costs associated with outsourcing the manufacture of assemblies, product mix,
and costs associated with expanded manufacturing facilities. The Company
realized improvements from the first quarter to the second quarter of 1996
resulting from the review of all outsourcing
8
<PAGE>
contracts, re-negotiating prices with outsourcing vendors and re-evaluating
prior decisions to outsource certain assemblies. Additionally, the Company's
revenues increased $2.7 million from the first quarter to the second quarter of
1996 resulting in more favorable absorption of manufacturing overhead.
RESEARCH AND DEVELOPMENT
The Company's research and development costs are associated with researching
new technologies, developing new products and improving existing product
designs. Research and development expenses for the second quarter of 1996 were
$3.6 million, compared to expenses of $2.3 million in the second quarter of
1995, representing an increase of 56%. As a percentage of sales, research and
development expenses increased to 12.2% in the second quarter of 1996 from 9.3%
in the second quarter of 1995. The increase is primarily associated with costs
incurred to support new product development.
The Company believes that continued research and development investment is
essential to ongoing development of new products. Since inception, all research
and development costs have been internally funded and expensed.
SALES AND MARKETING
Sales and marketing expenses support domestic and international sales and
marketing activities which include personnel, trade shows, advertising, and
other marketing activities. Sales and marketing expenses for the second quarter
of 1996 were $2.2 million, compared to expenses of $1.4 million in the second
quarter of 1995, representing an increase of 59%. As a percentage of sales,
sales and marketing expenses increased to 7.5% in the second quarter of 1996
from 5.7% in the second quarter of 1995. The increase is attributable to costs
associated with expansion of the sales and marketing infrastructure to support
the increase in sales volume.
The Company is reorganizing its sales and marketing team to better address
the specific needs of its customers. To accomplish this, the Company hired a
vice president of sales, marketing and customer support, opened a new support
office in Korea and plans to open a service office in Taiwan. As a result, sales
and marketing expenses are expected to increase as a percentage of sales in
future periods.
GENERAL AND ADMINISTRATIVE
General and administrative expenses support the worldwide financial,
administrative, information systems and human resources functions of the
Company. General and administrative expenses for the second quarter of 1996 were
$2.3 million, compared to expenses of $2.0 million in the second quarter of
1995, representing an increase of 19%. As a percentage of sales, these expenses
decreased to 7.8% in the second quarter of 1996 from 7.9% in the second quarter
of 1995.
9
<PAGE>
The Company is currently implementing information management system software
which will replace existing systems to support its growth. The Company expects
that significant charges related to training and implementation of the new
software will occur during 1996. Some of these expenses were recognized and have
been allocated to other functional areas.
OTHER INCOME (EXPENSE)
Other income and expense consists primarily of foreign exchange gains and
losses, interest expense and other miscellaneous income and expense items.
Other expenses were $0.1 million for the second quarter of 1996, compared to
other income of $0.2 million in the second quarter of 1995.
PROVISION FOR INCOME TAXES
The income tax provision of $1.7 million for the second quarter of 1996
represented an estimated effective rate of 38.6%. The income tax provision in
the comparable period in 1995 was $2.9 million, representing an estimated rate
of 38.9%.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
SALES
Sales for the first six months of 1996 were $57.0 million, an increase of 33%
from sales of $43.0 million in the comparable period in 1995. The Company's
sales growth during the periods presented has resulted from the increased unit
sales of the Company's systems. A significant part of this growth is
attributable to increased sales to domestic customers, primarily the Company's
two largest customers, which in the six months reported on accounted for
approximately 57% of the company's revenue, as compared to 41% for the same
period in the previous year.
The Company is cautious about the outlook for future sales to the
semiconductor equipment industry. During the first six months of 1996, 72% of
the Company's revenue came from this industry. Industry analysts are generally
forecasting reduced demand in the semiconductor equipment industry in the near-
term.
GROSS MARGIN
The Company's gross margin for the first six months of 1996 was 39.9% of
revenue, down from 49.4% of revenue in the comparable period in 1995. The gross
margin in the first six months of 1996 was primarily affected by higher costs
associated with outsourcing assemblies, changes in product mix, and costs
associated with expanding into additional manufacturing facilities. Average
selling prices remained relatively constant.
10
<PAGE>
RESEARCH AND DEVELOPMENT
Research and development expenses for the first six months of 1996 were $7.1
million, compared to expenses of $4.4 million in the comparable period in 1995,
representing an increase of 63%. As a percentage of sales, research and
development expenses increased to 12.5% in the first six months of 1996 from
10.2% in the first six months of 1995. The increase is primarily associated with
costs incurred to support new product development.
SALES AND MARKETING
Sales and marketing expenses for the first six months of 1996 were $4.3
million, compared to expenses of $2.7 million in the comparable period in 1995,
representing an increase of 59%. As a percentage of sales, these expenses
increased to 7.6% in the first six months of 1996 from 6.3% in the first six
months of 1995. The increase is attributable to costs associated with expansion
to support the increase in sales volume.
GENERAL AND ADMINISTRATIVE
General and administrative expenses for the first six months of 1996 were
$4.1 million, compared to expenses of $3.6 million in the comparable period in
1995, representing an increase of 12%. As a percentage of sales, these expenses
decreased to 7.1% in the first six months of 1996 from 8.4% in the first six
months of 1995.
OTHER INCOME (EXPENSE)
Other expenses were $0.2 million for the first six months of 1996, compared
to other income of $0.1 million in the first six months of 1995.
PROVISION FOR INCOME TAXES
The income tax provision of $2.7 million for the first six months of 1996
represented an estimated effective rate of 38.0%. The income tax provision in
the comparable period in 1995 was $4.1 million, representing an estimated rate
of 38.7%. The Company periodically adjusts its income tax provision based upon
the anticipated tax status of all foreign and domestic entities.
LIQUIDITY AND CAPITAL RESOURCES
Until the initial public offering of the Company's common stock in November
1995, the Company financed its operations, acquired equipment and met its
working capital requirements through borrowings under its revolving line of
credit, long-term loans secured by property and equipment and cash flow from
operations.
Cash provided by operations totaled $0.2 million for the first six months in
1996 compared to $0.9 million for the same period in 1995. Cash provided in the
first six
11
<PAGE>
months of 1996 was primarily a result of net income offset by increases in
accounts receivable and inventories and decreases in accounts payable. Cash
provided in the comparable period in 1995 was primarily a result of net income
and increases in accounts payable offset by increases in accounts receivable and
inventories.
Investing activities, consisting primarily of equipment acquisitions and
leasehold improvements, used cash of $4.4 million in the first six months of
1996, versus $1.8 million in the comparable period in 1995. Financing activities
in the first six months of 1996 consisted primarily of note and loan repayments
and used cash of $0.4 million. In the comparable period in 1995, financing
activities consisted primarily of proceeds from and repayments to the Company's
revolving line of credit, proceeds from notes payable, and repayment of notes
payable and capital lease obligations and generated cash of $0.6 million.
The Company plans to spend approximately $2.0 million through the remainder
of 1996 for the acquisition of equipment and integrated information management
system software, leasehold improvements and furnishings.
As of June 30, 1996, the Company had working capital of $34.3 million. The
Company's principal sources of liquidity consisted of $8.8 million of cash and
cash equivalents and $8.0 million available under an $8.0 million revolving line
of credit that bears interest at the prime rate (8.25% at July 15, 1996). The
Company has the option to convert up to $3.0 million of its revolving line of
credit to a 36-month term loan that would bear interest at prime rate plus
0.50%.
The Company also has a term loan for equipment financing. At June 30, 1996,
$1.3 million was outstanding under the term loan, which bears interest at prime
plus 0.75% and is due July 31, 1999. The Company also entered into an agreement
in November 1995, that provides the Company with a $1.5 million line of credit
to purchase equipment. At June 30, 1996, there were no amounts outstanding under
this line of credit.
The Company believes that its cash and cash equivalents, cash flow from
operations and available borrowings, will be sufficient to meet the Company's
working capital needs through at least the end of 1996. After that time, the
Company may require additional equity or debt financing to address its working
capital, capital equipment, or expansion needs. There can be no assurance that
additional funding will be available when required or that it will be available
on terms acceptable to the Company.
12
<PAGE>
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
The Company held its 1996 Annual Meeting of Stockholders on Wednesday, May
15, 1996, to vote on two proposals. Proxy statements were sent to all
shareholders. The first proposal was for the election of directors, including
Douglas S. Schatz, G. Brent Backman, Richard P. Beck, Elwood Spedden, and Jon D.
Tompkins. All five directors were elected with the following votes tabulated:
TOTAL VOTE FOR TOTAL VOTE WITHHELD
NAME OF DIRECTOR EACH DIRECTOR FROM EACH DIRECTOR
---------------- -------------- -------------------
Mr. Schatz 18,004,673 2,850
Mr. Backman 18,004,673 2,850
Mr. Beck 18,003,673 3,850
Mr. Spedden 18,001,699 5,824
Mr. Tompkins 18,001,699 5,824
The second proposal was for the ratification of appointment of independent
auditors. The current auditors, Arthur Anderson, LLP, were retained, with the
following votes tabulated:
13
<PAGE>
FOR AGAINST ABSTAIN NO VOTE
--- ------- ------- -------
18,004,118 1,330 2,075 -0-
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
14
<PAGE>
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.
/s/ Richard P. Beck
-----------------------
(Registrant)
Vice President, Chief Financial August 1, 1996
Officer, Assistant Secretary and
Director (Principal Financial Officer
and Principal Accounting Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> MAR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 8,764
<SECURITIES> 0
<RECEIVABLES> 18,583
<ALLOWANCES> 0
<INVENTORY> 17,166
<CURRENT-ASSETS> 46,124
<PP&E> 9,935
<DEPRECIATION> 0
<TOTAL-ASSETS> 58,709
<CURRENT-LIABILITIES> 11,869
<BONDS> 0
0
0
<COMMON> 21
<OTHER-SE> 45,528
<TOTAL-LIABILITY-AND-EQUITY> 58,709
<SALES> 56,997
<TOTAL-REVENUES> 56,997
<CGS> 34,239
<TOTAL-COSTS> 34,239
<OTHER-EXPENSES> 15,529
<LOSS-PROVISION> 0
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</TABLE>