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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31 2020, 2021.

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: 000-26966

A picture containing logo

Description automatically generated

ADVANCED ENERGY INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

84-0846841

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1595 Wynkoop Street, Suite 800, Denver, Colorado

80202

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (970) 407-6626

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

AEIS

NASDAQ Global Select Market

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes  No 

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. Yes  No 

Indicate by check mark whether the registrant has submitted every electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was $2,563,579,586$4,280,072,758 as of June 30, 2020,2021, based upon the price at which such common stock was last sold on such date.

As of February 18, 2021,March 10, 2022, there were 38,300,07637,558,687 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates information by reference from the registrant’s definitive proxy statement for its 2021 Annual Meeting2022 annual meeting of Stockholdersstockholders (to be filed with the Commission under Regulation 14A no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2020)2021).

Table of Contents

ADVANCED ENERGY INDUSTRIES, INC.

FORM 10-K

TABLE OF CONTENTS

8

PART I

4

ITEM 1.

BUSINESS

4

ITEM 1A.

RISK FACTORS

1113

ITEM 1B.

UNRESOLVED STAFF COMMENTS

2427

ITEM 2.

PROPERTIES

2527

ITEM 3.

LEGAL PROCEEDINGS

2628

ITEM 4.

MINE SAFETY DISCLOSURES

2628

PART II

2628

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

2628

ITEM 6.

SELECTED FINANCIAL DATARESERVED

2930

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

2931

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

4445

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

4647

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

8684

ITEM 9A.

CONTROLS AND PROCEDURES

8684

ITEM 9B.

OTHER INFORMATION

8886

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

86

PART III

8886

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

8886

ITEM 11.

EXECUTIVE COMPENSATION

8987

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

8987

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

9087

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

9087

PART IV

9087

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

9087

ITEM 16.

FORM 10-K SUMMARY

9492

SIGNATURES

9593

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Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K includes or incorporates by reference "forward-looking statements" within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained or incorporated by reference in this Annual Report on Form 10-K, other than statements of historical fact, are "forward-looking statements." For example, statements relating to our beliefs, expectations, plans, projections, forecasts, goals, and estimates are forward-looking statements, as are statements that specified actions, conditions, or circumstances will continue or change. Forward-looking statements involve risks and uncertainties. In some cases, forward-looking statements can be identified by the inclusion of words such as "believe," "expect," "plan," "anticipate," "estimate," "may," "might," "could," "should," "will," "continue," "intend," "goal," and similar words.

Some of the forward-looking statements in this Annual Report on Form 10-K are, or reflect, our expectations or projections relating to:

our future sales, including backlog orders;
our ability to be successful in the design win process with our customers;
unanticipated costs in fulfilling our warranty obligations for solar inverters;
our future gross profit;
our competition;
market acceptance of, and demand for, our products;
the fair value of our assets and financial instruments;
research and development expenses;
selling, general, and administrative expenses;
sufficiency and availability of materials;
sufficiency and availability of capital resources;
capital expenditures;
our production and factory strategy;
our share repurchase program;
our tax assets and liabilities;
our other commitments and contingent liabilities;
adequacy of our reserve for excess and obsolete inventory;
adequacy of our warranty reserves;
our estimates of goodwill and relatedthe fair value of assets acquired;
restructuring activities and expenses;
the impact of changes in interest rates or inflation
unanticipated costs in fulfilling our warranty obligations for solar inverters;
the integration of our acquisitions;
general global political and economic conditions; and
industry trends.

Our actual results could differ materially from those projected or assumed in our forward-looking statements because forward-looking statements by their nature are subject to risks and uncertainties. Factors that could contribute to these differences or prove our forward-looking statements, by hindsight, to be overly optimistic or unachievable include the factors described in Item 1A "Risk Factors." Other factors might also contribute to the differences between our forward-looking statements and our actual results. We assume no obligation to update any forward-looking statement or the reasons why our actual results might differ.

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Market and Industry Data

The market and industry data used in this Annual Report on Form 10-K are based on independent industry publications, customers, trade or business organizations, reports by market research firms and other published statistical information from third parties, as well as information based on management’s good faith estimates, which we derive from our review of internal information and independent sources. Although we believe these sources to be reliable, we have not independently verified the accuracy or completeness of the information.

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PART I

Unless the context otherwise requires, as used in this Form 10-K, references to "Advanced Energy," "the Company," "we," "us" or "our" refer to Advanced Energy Industries, Inc. and its consolidated subsidiaries.

ITEM 1.            BUSINESS

Overview

Advanced Energy provides highly-engineered,highly engineered, mission-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,highly controllable, usable power that is predictable, repeatable, and customizable.customizable to meet the necessary requirements for powering a wide range of complex equipment. Our power solutions enable innovation in complex semiconductor and thin film plasma processes such as dry etch, strip chemical and physical deposition, high and low voltage applications such as semiconductor process control, data center computing, networking, telecommunication, analytical instrumentation, medical equipment, life science applications, industrial technology and production, scientific instruments, clean technology production, advanced material production and temperature-critical thermal applications such as material and chemical processing.thermal. We also supply related sensing, controls, and instrumentation products for advanced temperature measurement and control,calibration of radio frequency (“RF”) power and temperature, and electrostatic instrumentation products for test and measurement applications, and gas sensing and monitoring solutions for multiple industrial markets.applications. Our network of global service support centers provides locala recurring revenue opportunity as we offer repair and field service to our customers in key regions as well as upgrade and refurbishment services, conversions, upgrades, refurbishments, and sales of used equipment to businesses that usecompanies using our products.

Our products are primarily sold into the Semiconductor Equipment, Industrial and Medical, Data Center Computing, and Telecom and Networking markets.markets, and we provide revenue data by market vertical to enable tracking of trends. Advanced Energy is organized on a global, functional basis and operates in a single segment structure for electrical power electronics conversion and control products. We sell our products into four markets or applications and provide revenue data by market to enable tracking of market trends. Following the acquisition of Artesyn Embedded Technologies, Inc.’s embedded power business ("Artesyn") in September 2019, we have also provided information on an organic and inorganic basis, which in 2020 was limited to the Artesyn acquisition, to improve comparability during the periods.

DuringAt the beginning of 2020 we saw the continued spread of COVID-19, which grew into a global pandemic. Our first priority was to providefocus on providing a healthy and safe working environment for our employees which led to intermittent shutdowns of our manufacturing facilities to implement new health and safety protocols and make additional investments to comply with government guidelines. ThereDuring 2020 and 2021 there were periods when some of our manufacturing facilities were not operating or were operating at reduced capacity due to government mandates to restrict travel, requiremaintain social distancing, and implement health and safety procedures. Many of our engineersAdditionally, during 2021, ongoing restrictions related to COVID-19 and non-manufacturing personnel transitioned largely to a work from home environment. Additionally,disruptions in an already challenged global supply chain limited the availability of certain materials, parts, subcomponents, and subcomponentssubassemblies needed for production, impacting our ability to ship product to meet customer demand and contributing to increased backlog. The shortage of critical components was also impacted during 2020.caused in part by the pandemic-driven rise in consumer demand for technology goods, increased demand for electronic components used in a wide variety of industries, logistics-related disruptions in shipping, capacity limitations at some suppliers due to COVID-19, its variants, labor shortages, and other factors. We expect the challenges associated with this environment to continue into 2021.2022.

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Although COVID-19 has impacted our revenues and manufacturing efficiency over the course of 2020,last two years, COVID-19 has not materially impacted our liquidity, our ability to access capital, our ability to comply with our debt covenants or the fair value of our assets. Additionally, we believe the accommodations we have made to our work environment, including employees utilizing work-from-home arrangements where necessary, will not impact our ability to maintain effective internal controls over financial reporting. While COVID-19 has not had a material adverse effect on

Looking forward, we expect that customer demand in 2022 will remain strong across our business during 2020,served markets; however, our ability to procure critical components to meet our customers’ needs will continue to be limited by the ongoing constraints in the global supply chain. These supply constraints have led to longer lead times in procuring materials and subcomponents and, in some cases, higher costs and inventory level requirements. We have implemented measures to improve supply of critical materials and components and to mitigate the impact of higher input costs and believe that our higher levels of inventory are well matched to meet our shippable customer demand. However, it is unknown if COVID-19not clear how long this supply chain condition will have a material adverse impact oncontinue, how quickly it may recover, or the extent to which our future operations,mitigating actions will be able to improve supply or to compensate for our financial results (including, but not limited to, gross profit,higher costs. As such, our forward-looking projections of revenues, earnings, and cash generation)flow may be adversely impacted if the situation continues or liquidity.further deteriorates. Please see the information under the caption "Risk Factors" in Item 1A of this Annual Report on Form 10-K for additional discussion on the potential impacts of the ongoing constraints in the global supply chain and COVID-19 to the future operations of our business.

We incorporated in Colorado in 1981 and reincorporated in Delaware in 1995. Our executive offices are located at 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202, and our telephone number is (970) 407-6555.

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Recent Acquisitions

InOn June 1, 2021, we acquired 100% of the issued and outstanding shares of capital stock of TEGAM, Inc., which is based in Geneva, Ohio. This acquisition added metrology and calibration instrumentation to Advanced Energy’s RF process power solutions in our Semiconductor and Industrial and Medical markets.

On December 31, 2020, we completedacquired 100% of the acquisitionissued and outstanding shares of capital stock of Versatile Power, Inc., which is based in Campbell, California. This acquisition added radio frequency ("RF")RF and programmable power supplies for medical and industrial applications to our product portfolio and further expands our presence in the medical market by adding proven technologies, deep customer relationships, expertise in medical design, and a medical-certified manufacturing center.

In September 2019, we completed the acquisition of Artesyn. Artesyn’sArtesyn Embedded Technologies, Inc.’s embedded power business (“Artesyn”), which was one of the world’s largest providers of highly engineered, application-specific AC-DC and DC-DC power supplies for demanding applications. This acquisition diversified our product portfolio and gave us access to attractive growth markets, including data centers (including hyperscale), telecom infrastructure in next generation 5G networks, embedded industrial power applications and medical diagnostic and treatment applications.

For additional information, see Note 2. Business Acquisitions in Part II, Item 8 "Financial Statements and Supplementary Data."

Products and Services

PRODUCTS

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. We also provide repair and maintenance services for our products.

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We principally serve global original equipment manufacturers ("OEM") and end customers in a wide range of semiconductor and industrial technology applications with a broad range of advanced and embedded power products. Our advanced power products areinclude plasma power solutions, high voltage power systems, power control modules, temperature and other sensing solutions that are designed to deliver precise power, control and measurement of processes used in a diverse set of applications in semiconductor device manufacturing, thin film deposition of advanced materials, thermal power control, instrumentation and gas detection and monitoring.instrumentation. Our embedded power products areinclude a wide range of high and low voltage, AC-DC, DC-DC, and board mounted power ("BMP") solutions designed to provide stable and efficient power in mission critical applications across a variety of industrial technology applications such as telecommunication and networking equipment, data center servers and storage systems, medical equipment, robotics, motion control and test and measurement equipment.

Our processplasma power solutions include RF power supplies, RF matching networks, RF instrumentation, direct current ("DC"), power systems, pulsed DC power systems, low frequency alternating current ("AC"), high voltage, power systems, and RF power supplies, RF matching networks, remote plasma sources for reactive gas applications and RF instrumentation.applications. These solutions are used in a wide range of thin film processes across multiple semiconductor applications, including plasma-based dry etch, dry strip, atomic layer etch, atomic layer deposition, chemical vapor deposition, physical vapor deposition, electro-chemical deposition, and for depositionion implementation. In addition, these solutions are used in the processing of advanced materials in adjacent industries such as flat panel display, solar cell manufacturing, architectural glass coating, thin film coating, optical coating, and hard coatings.

Our power control modules and thermal instrumentation products are used in the semiconductor and adjacent industries, in which time-temperature cycles affect material properties, productivity, and yield. These products are used in processes such as rapid thermal processing, chemical vapor deposition, epitaxy, and crystal growing, which require non-contact temperature measurement. They are also used in many industrial production applications for chemical processing, the manufacturing of metal, carbon fiber, and glass, manufacturing, andas well as numerous other industrial power applications.

Our gas detectionRF power, micro-ohm, and monitoring products utilize proven infrared technologiestemperature metrology instruments and calibration systems are used to detectmake critical measurements and analyze gasescalibrate customer hardware with speed and high accuracy in a wide range of industrial applications, including automotive, energy, environmental controls,such as semiconductor manufacturing, medical, aerospace, medical and research. Our products offer cost-effective online monitoring, allowing our customers to automate manual monitoring or sampling processes that will improve process efficiency, reduce waste, and lower maintenance costs.food processing industries.

Our embedded power products are designed to maximize energy conversion efficiency, minimize physical sizes, and to meet a variety of standards, such as IEC 60601-1 for medical equipment or IEC 60950-1 for information technology equipment. Our lower power RF power supplies are designed into medical and surgical equipment for a range of therapeutic applications. Our low-voltage AC-DC and DC-DC power supplies are used in a wide variety of end markets such as data

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center computing, telecom, networking, medical equipment, and broad industrial electronics. These products feature industry-leadingindustry leading efficiency and density, to maximize performance, lower energy costs, and minimize the form factor. These products target applications where energy usage is high, such as data centers, but also applications that require a highly reliable and rugged design for use in demanding climate conditions, such as a wireless cellular tower.

Our high and lower voltage DC-DC products are designed to meet the demanding requirements of OEMs worldwide. Our DC-DC solutions and custom-built power conversion products offer high and low voltage topology, providing wide input and output operating ranges while retaining excellent stability and efficiencies ranging from benchtop and rackmount systems to micro-size printed circuit board mount modules. The high voltage power systems and high voltage DC-DC products target applications including semiconductor wafer processing and metrology, electrostatic clamping of substrates, scientific instrumentation, mass spectrometry, and x-ray systems for industrial and analytical applications. The low voltage DC-DC board mounted solutions are designed for a wide range of industrial applications such as healthcare, telecommunications, test and measurement, instrumentation, industrial equipment and distributed power in server and storage systems. Our programmable DC power supplies provide accurate power delivery and measurement for use in a wide range of test and measurement as well as scientific research applications.

PowerInsight, our big data analytics solution, transforms the data acquired from our power delivery systems into useable insights, through a combination of enhanced data sets and advanced analytics. These capabilities allow our customers to maximize performance, reduce costs and improve yield in their manufacturing processes.

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GLOBAL SUPPORT

Our global support services group offers in-warranty and out-of-warranty repair services in the regions in which we operate, providing us with revenue opportunities from repair, upgrades and retrofit offerings to our installed base. Our customers wish to lower the cost of ownership of their capital equipment and are increasingly sensitive to the significant costs of system downtime. They expect suppliers to offer comprehensive local repair service and customer support. In addition to product repairs our customers look for upgrade and retrofit offerings to extend the useable life of their capital equipment for additional technology generations. To meet these market requirements, we maintain a worldwide support organization in ten countries, including the United States ("U.S."), the People’s Republic of China ("PRC"), Japan, Korea, Taiwan, Germany, Ireland, Singapore, Israel, and Great Britain. Support services include warranty and non-warranty repair services, upgrades, and refurbishments on the products we sell.

As of December 31, 2015, we discontinued the production, engineering, and sales of our solar inverter product line, representingwhich represented a strategic shift in our business. As such, all inverter revenues, costs, assets, and liabilities are reported in Discontinued Operations for all periods presented herein and we currently report as a single unit.herein. However, extended warranties historically sold and reflected as deferred revenue on our Consolidated Balance Sheets, represent future revenue and service costs to be incurred by our global services group and are reflected as continuing operations for historical periods and future periods. In May 2019, we divested the U.S. central inverter repair and support business to Bold Renewables. See Note 4. Disposed and Discontinued Operations in Part II, Item 8 "Financial Statements and Supplementary Data."

Markets

Our products compete in markets for high tech applications using capital equipment. The majority of our markets are not generally subject to significant seasonality; however, these markets are cyclical due to sudden changes in customers’ manufacturing capacity requirements and spending, which depend in part on capacity utilization, demand for customers’ products, inventory levels relative to demand, and access to affordable capital. Other factors, such as global economic and market conditions and technological advances in the applications we serve can also have an impact on our financial results, both positively and negatively. For more information related to the markets in which we compete and the current environment in those markets, see Business Environment and Trends in Part II, Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations."

SEMICONDUCTOR EQUIPMENT MARKET

CustomersGrowth in the Semiconductor Equipment market is driven by increasing integrated circuit content across many industries, higher demand for processing and storage in advanced applications such as artificial intelligence, cloud computing, and autonomous vehicles, and the rapid adoption of advanced mobile connectivity solutions, such as 5G, which enhances existing and enables new wireless applications. To address the long-term growing demand for semiconductor devices, the industry continues to invest in production capacities for both leading-edge and trailing-edge nodes, logic devices, the latest memory devices including 3D-NAND, DRAM, and new emerging memories such as MRAM, and back-end test and advanced wafer-level packaging. The industry’s transition to advanced technology nodes in logic and DRAM and to increased layers in 3D-NAND memory devices require an increased number of plasma-based etch and deposition process tools and higher content of our advanced power solutions per tool. As etching and deposition processes become more challenging due to increasing aspect ratios in advanced 3D devices, more advanced RF, and DC technologies are needed. We are meeting these challenges by providing a broader range of more complex RF and DC power solutions. Beyond etch and deposition processes, the growing complexity at the advanced nodes also drive a higher number of other processes across the wafer fab, including inspection, metrology, thermal, ion implantation, and semiconductor test, where Advanced Energy actively participates as a critical technology provider. In addition, our global support services group offers comprehensive local repair service, upgrade, and retrofit offerings to extend the useable life of our customers’ capital equipment for additional technology generations. The acquisition of Artesyn in September 2019 expanded our reach within the Semiconductor Equipment market incorporate our products intoby adding a broad range of low voltage applications as well as back-end test and assembly equipment that make integrated circuits. Our process power conversion products and systems provide the energy to enable thin film plasma-customers.

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based processes, such as dry etch, strip, chemical and physical deposition. Precise control over the energy delivered to plasma-based processes enables the production of integrated circuits with reduced feature sizes and increased speed and performance. Our high voltage products are used in applications such as ion implant, wafer inspection and metrology, electrostatic measurement, and electrostatic clamping of the wafers. Our thermal instrumentation products measure the temperature of the processed substrate or the process chamber. Our power control modules are used in thermal processing applications and for epitaxial growth of photonics or microelectronic devices. Our remote plasma sources deliver ionized gases for reactive chemical processes used in cleaning, surface treatment, and gas abatement. Our low voltage power products deliver stable, clean, and reliable power and are used in semiconductor Automatic Test Equipment ("ATE"), wafer processing equipment, back-end assembly equipment, and auxiliary equipment such as wafer handling. Our strategy in the Semiconductor Equipment market is to expand our content of power related products and grow share.

INDUSTRIAL AND MEDICAL MARKET

Customers in the Industrial and Medical market incorporate our advanced power, embedded power, and measurement products into a wide variety of equipment used in applications such as advanced material fabrication,processing, industrial production, medical devices, life science equipment, scientific analytical instrumentation, testclean technology production, and measurement equipment,a variety of industrial technology applications such as robotics, horticulture, motor drives, and connected light-emitting diodes. The acquisition of Artesyn in September 2019 substantially expanded Advanced Energy’s portfolio of products and opportunities in the Industrial and Medical market.

OEM customers design equipment utilizing our advanced material process power technologies in a variety of industrial thin filmproduction applications including glass coating, glass manufacturing, flat panel displays, photovoltaics solar cell manufacturing, and similar thin film manufacturing, including data storage and decorative, hard and optical coatings. These applications employ similar technologies to those used in the Semiconductor Equipment market to deposit films on non-semiconductor substrates. Our strategy around these applications is to leverage our thin film deposition technologies into an expanded set of new materials and applications in adjacent markets.

We serveAdvanced Energy also serves the Industrial and Medical market with mission-critical power components that deliver high reliability, precise, low noise or differentiated power to the equipment they serve. Examples of products sold into the Industrial and Medical market includeincludes high voltage products for analytical instrumentation, and medical equipment, low voltage power supplies used in applications for medical devices, test and measurement, medical lasers, scientific instrumentation and industrial equipment, and power control modules and thermal instrumentation products for material fabrication, processing, and treatment. Our gas monitoring products serve multiple applications in the energy market, air quality monitoring, and automobile emission monitoring and testing. Our strategy in the Industrial and Medical market is to grow and expand our addressable market both organically through our global distribution channels and through acquisitions of products and technologies that are complimentary and adjacent to our core power conversion applications.

DATA CENTER COMPUTING MARKET

Following the acquisition of Artesyn in September 2019, Advanced Energy entered the Data Center Computing market with industry-leadingindustry leading power conversion products and low-voltage power conversion technologies. Wetechnologies, which we sell to manyoriginal equipment manufacturers ("OEMs") and original design manufacturers ("ODMs") of data center and hyperscale server and storage manufacturers,systems, as well as cloud service providers and their partners. Driven by the growing adoption of cloud computing, market demand for server and storage equipment has shifted from enterprise on-premiseon-premises computing to the data centers. Ourcenter, driving investments in data center infrastructure.

The data center industry has started to transition to 48 Volt infrastructure, where 48 Volt DC power systems,replaces 12 Volt in server racks in order to improve overall power shelves, AC-DC and DC-DC power conversion products feature industry-leading performance and are usedefficiency. Advanced Energy benefits from these trends by leading the industry in a variety of computing applications such as server rack power, back-up power and CPRSproviding 48 V server power supply, including asolutions to the data center industry. Further, demand for edge computing is growing, driven by the need for faster processing, lower latency, higher data security, and more reliability than traditional cloud computing. With its wide range of standardmany unique configurations and custom power solutions used in data center racks,requirements, edge computing creates additional opportunities for Advanced Energy. Lasty, the rapid growth and adoption of Artificial Intelligence and machine learning is driving accelerated demand for server and storage systems. We offer our customers industry-leading technologyracks with a strong reputationincreased power density and deep customer relationships.higher efficiency, which plays well to Advanced Energy’s strengths. With a growing presence at both cloud service providers and industry-leadingindustry leading data center server and storage vendors, we believe we areAdvanced Energy is well positioned to continue to capitalize on the ongoing shift towards cloud computing. Starting in late 2019 and through the end of 2020, demand for our embedded power products in the Data Center Computing market increased significantly driven by share gain and ramp at hyperscale customers. In addition, we believe COVID-19 is having a positive impact on hyperscale demand given the increased need for cloud and network applications. Demand for hyperscale products declined sequentially during the third and fourth quarter of 2020 based on customer digestion following large investments in the first half of the year but was offset by higher demand from enterprise computing customers, which had been cyclically down in the first half of 2020. We expect this digestion period to continue into the first half of 2021.

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TELECOM AND NETWORKING MARKET

The acquisition of Artesyn in September 2019 provided Advanced Energy with a portfolio of products and technologies that are used across the Telecom and Networking market. Our customers include many leading vendors and original design manufacturers of wireless and wireline infrastructure equipment, telecommunication equipment and computer networking. Our products serving telecom and networking applications are differentiated by their rugged design and high reliability, even in harsh outdoor environments. Our wide range of AC-DC power supplies/rectifiers and DC-DC conversion modules are used by leading developers of telecom systems across fixed, mobile, and converged network applications. Our products are designed into many wireless infrastructure applications such as remote radio heads, RF power amplifiers in base stations and multi-access edge computing equipment. In networking, our products are designed into many core and edge networking systems, including gateways, application servers, switches, routers, and wireless networking. The wireless telecom market continues to evolve with more advanced mobile standards. 5G wireless technology promises to drive substantial growth opportunities for the telecom industry as it enables new advanced applications such as autonomous vehicles and

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virtual/augmented reality. Telecom service providers have started to invest in 5G, and this trend is expected to drive demand forof our products ininto the Telecom and Networking market over time.market. In datacom, demand is driven by networking investments by telecom service providers and enterpriseenterprises upgrading of their network, as well as cloud service provides and data center networking investmentscenters investing in their networks for increased bandwidth. Demand in late 2019 and the first half of 2020 was lower as geopolitical issues and consolidation of wireless telecom providers drove slower global investment in cellular and network infrastructure; however, we saw modest market growth off these reduced levels in the third and fourth quarter of 2020.

Customers

Our products are sold worldwide to OEMs, integrators, distributors and directly to end users. The following table summarizes the percentage of our total sales derived from our ten largest customers:

Years Ended December 31, 

Years Ended December 31,

2020

    

2019

    

2018

    

2021

  

2020

  

2019

Ten largest customers

58.0

%  

57.3

%  

62.5

%  

58.3

%

58.0

%

57.3

%

The following table summarizes sales to and percentage of total sales from Applied Materials, Inc. and Lam Research Corp.,to our two largest customers (in thousands):

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2018

    

2021

  

2020

  

2019

Applied Materials, Inc.

$

248,350

    

17.5

%  

$

164,724

    

20.9

%  

$

258,027

    

35.9

%  

$

296,369

    

20.4

%

$

248,350

    

17.5

%

$

164,724

    

20.9

%

Lam Research

 

141,778

 

10.0

%  

 

88,251

 

11.2

%  

 

109,005

 

15.2

%  

Lam Research Corporation

 

147,385

 

10.1

%

 

141,778

 

10.0

%

 

88,251

 

11.2

%

We expect that the sale of products to our largest customers will continue to account for a significant percentage of our sales for the foreseeable future. The loss of a large customer could have a material adverse effect on our results of operations.

Backlog

Our backlog was approximately $290.7 million on December 31, 2020, a 12.3% increase from $258.9 million on December 31, 2019. For more information related toThe following table summarizes our expectations for the markets we serve, see Business Environment and Trends in Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations." backlog:

    

December 31, 

December 31, 

Change

    

2021

    

2020

    

Dollar

    

Percent

Backlog

$

927,810

$

290,681

$

637,129

219.2

%

Backlog orders are firm orders scheduled to be filled and shipped in the next 12 months.

Backlog increased year over year based on strong demand across our portfolio, particularly in our Semiconductor and Industrial & Medical markets, combined with supply chain shortages for critical components which limited our revenues.Backlog orders are not necessarily an indicator of future sales levels because of variations in lead times and the significance of customer production demand pull systems to our business, which are not reflected in orders or backlog. Customers may delay delivery

For more information related to our expectations for the markets we serve, see Business Environment and Trends in Item 7 "Management’s Discussion and Analysis of products or cancel orders prior to shipment, subject to possible cancellation penalties. Delays in delivery schedules and/or customer changes to backlog orders during any particular period could cause a decrease in salesFinancial Condition and have a material adverse effect on our business and resultsResults of operations.Operations."

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Marketing, Sales and Distribution

We sell our products through direct and indirect sales channels in North America, Europe, and Asia.channels. Our sales operations are primarily located in the U.S., the PRC, the United Kingdom, Germany, Israel, Japan, South Korea, India, Singapore, Philippines, Hong Kong, Ireland, and Taiwan. In addition to a direct sales force, we have independent sales representatives, channel partners and distributors that support our selling efforts. We maintain customer service offices at many of the locations listed above, as well as other sites near our customers’ locations. We believe that customer service and technical support are important competitive factors and are essential to building and maintaining close, long-term relationships with our customers.

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The following table presents our sales by geographic region. Sales are attributed to individual countries based on customer location (in thousands).

Years Ended December 31, 

 

Years Ended December 31, 

 

    

2020

    

2019

    

2018

 

  

2021

    

2020

    

2019

 

North America

$

687,814

 

48.6

%  

$

373,634

 

47.4

%  

$

372,834

 

51.8

%  

United States

$

561,312

38.5

%  

$

530,965

37.5

%  

$

321,869

40.8

%

North America (excluding U.S.)

104,167

 

7.2

156,856

 

11.1

51,765

 

6.6

Asia

 

606,893

 

42.9

 

295,155

 

37.4

 

250,574

 

34.9

 

597,830

 

41.1

 

606,893

 

42.9

 

295,155

 

37.4

Europe

 

117,990

 

8.3

 

119,427

 

15.1

 

94,793

 

13.2

 

179,056

 

12.3

 

117,989

 

8.3

 

119,427

 

15.1

Other

 

3,129

 

0.2

 

732

 

0.1

 

691

 

0.1

 

13,589

 

0.9

 

3,123

 

0.2

 

732

 

0.1

Total

$

1,415,826

    

100.0

%  

$

788,948

    

100.0

%  

$

718,892

    

100.0

%

$

1,455,954

    

100.0

%  

$

1,415,826

    

100.0

%  

$

788,948

    

100.0

%

Total sales to all countries outside of the U.S. totaled $972.2 million, $467.1 million, and $348.1 million in the years ended December 31, 2020, 2019, and 2018, respectively.

See Item 1A "Risk Factors" for a discussion of certain risks related to our foreign operations.

Manufacturing

The manufacturing of our products is primarily performed inat our major sites in the PRC, and the Philippines, and in 2020 we began to increase production at an additional major manufacturing site in Penang, Malaysia. In addition, we perform limited specialty manufacturing for some of our products in the U.S., United Kingdom, Germany, and Denmark. Manufacturing in these locations, primarily in the PRC, exposes us to risks, such as exchange controls and currency restrictions, changes in local economic conditions, changes in laws and regulations, government actions, political conditions, and other regional risks including natural disasters and health risks, and an inability to meet customer demands if one of our facilities becomes impaired. See Item 1A, "Risk Factors" for a discussion of certain risks related to our manufacturing operations.

Manufacturing requires raw materials, including a wide variety of mechanical and electrical components, to be manufactured to our specifications. We use numerous companies, including contract manufacturers, to supply parts for the manufacture and support of our products. Although we make reasonable efforts to assure that parts are available from multiple qualified suppliers, some key parts may be obtained from a sole supplier or a limited group of suppliers. During 2020 and 2021, COVID-19 impacted the availability of materials, parts, and subcomponents needed for production, andproduction. In some cases, we paid premiums or expedite fees to obtain critical parts to meet urgent customer needs. In many instances, we passed these additional costs along to our customers. We expect the related supply chain challenges will continue into 2021. We2022. However, we seek to reduce costs, and to lower the risks of production and service interruptions, as well as shortages ofand mitigate key parts shortages by:

selecting and qualifying alternate suppliers for key parts using rigorous technical and commercial evaluation of suppliers’ products and business processes including testing their components’ performance, quality, and reliability on our power conversion product at our customers’ and their customers’ processes. The qualification process for our process power products, particularly as it pertains to semiconductor customers, follows semiconductor industry standard practices, such as "copy exact";
monitoring the financial condition and overall performance of key suppliers;

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maintaining appropriate inventories of key parts, including making last time purchases of key parts when notified by suppliers that they are ending the supply of those parts;
qualifying new parts on a timely basiswhere possible and in geographies that reduce costs without degradation in quality;
locating certain manufacturing operations in areas that are closer to suppliers and customers; and
competitively sourcing parts through electronic bidding tools to ensure the lowest total cost is achieved for the parts needed in our products.

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Intellectual Property

We seek patent protection for inventions governing new products or technologies as part of our ongoing research and development. We currently hold 285325 U.S. issued patents and 340419 foreign issued patents, and we have 337429 patent applications pending in the U.S., Europe, and Asia. Most patents are active for 20 years, and our patents expire on various dates through 2039.2040. A substantial majority of our patents are related to our process power products and solutions business. Generally, our efforts to obtain international patents have been concentrated in the industrialized countries within Europe and Asia because there are other manufacturers and developers of power conversion and control systems in those countries, as well as customers for those systems for which our intellectual property applies. We leverage our proprietary technology and trade secrets to deliver on our strategy of selling differentiated products for our most important customer solutions.

Litigation may, from time to time, be necessary to enforce patents issued to us, to protect trade secrets or know-how owned by us, to defend us against claimed infringement of the rights of others, or to determine the scope and validity of the proprietary rights of others. See "We are highly dependent on our intellectual property" in Item 1A "Risk Factors."

Competition

The markets we serve are highly competitive and characterized by rapid technological development and changing customer requirements. We face a wide variety of competitors, and no single company dominates any of our markets. Significant competitive factors in our markets include product performance, compatibility with adjacent products, price, quality, reliability, and level of customer service and support.

We encounter substantial competition from foreign and domestic companies for each of our product lines. Our list of competitors has increased over the past year due to the acquisition of Artesyn, which competes in different markets and against different competitors. Some of our competitors have greater financial and other resources than we do. In some cases, competitors are smaller than we are, but are well established in specific product niches. Adtec Plasma Tech. Co., Ltd., COMET Holding AG., Daihen Corp., Kyosan Electric Mfg. Co., Ltd., MKS Instruments, Inc., New Power Plasma Co., Ltd. and TRUMPF Hüttinger GmbH + Co. KG. are primary competitors toCompetitors in each of our power conversion products for semiconductor and thin film processing. Competitors to our low voltage AC-DC and DC-DC embedded power conversion offeringsmarket verticals include, but are not limited to, ABB Ltd., Acbel Polytech Inc., Cosel Co., Ltd., Delta Electronics, Inc., Flex Ltd., Lite-On Technology Corp., Murata Manufacturing, MEAN WELL Enterprises, TDK-Lambda Americas Inc., and XP Power Ltd. In high voltage DC-DC, our competitors include, but are not limited to Crane Co., Matsusada Precision, Inc., and Spellman High Voltage Electronics Corp. CD Automation, Control Concepts Inc., Eurotherm and Spang Power Electronics offer products that compete with our power control modules. BASF SE., Fluke Corp., LayTec AG. and Photon Control Inc. offer products that compete with our thermal measurement and instrumentation products. Honeywell International, Inc., Morgan Schaffer Ltd., Qualitrol Corp., and Williamson Corp. offer products that compete with our gas detection and monitoring products.the following:

Semiconductor Equipment

Industrial and Medical

Data Center Computing

Telecom and Networking

COMET Holding AG.

Daihen Corp.

Kyosan Electric Mfg. Co., Ltd.

MKS Instruments, Inc.

TRUMPF Hüttinger GmbH + Co. KG

Cosel Co., Ltd.

Delta Electronics, Inc.

MEAN WELL Enterprises

TDK-Lambda Americas Inc.

TRUMPF Hüttinger GmbH + Co. KG

XP Power Ltd.

Acbel Polytech Inc.

Delta Electronics, Inc.

Flex Ltd.

Lite-On Technology Corp.

Vicor Corporation

ABB Ltd.

Delta Electronics, Inc.

Lite-On Technology Corp.

Murata Manufacturing

Vapel

In addition, a focus on local content is causing new competitors to emerge around the world, with strong support from local governments, industry leaders, and investors. Our ability to compete successfully in these markets depends on our ability to make timely introduction of new products and enhancements to existing products, to localize these development and production activities in key world regions close to our customers, and to produce high quality products. We expect our competitors will continue to improve the design and performance of their products and introduce new products with competitive performance characteristics. We believe that we compete effectively with respect to these factors, although we cannot assure that we will be able to compete effectively in the future.

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Research and Development

The market forWe perform research and development ("R&D")of products to develop new or emerging applications, technological advances to provide higher performance, lower cost, or other attributes that we may expect to advance our products is characterized by ongoing technological changes and evolving customer requirements.customers’ products. We believe that continued and timely development of new highly-differentiated products andtechnological applications, as well as enhancements to existing products and related software to support end user and OEMcustomer requirements, is necessaryare critical for us to maintain a competitive positioncompete in the markets we serve. Accordingly, we continue to devote a significant portion of our personnel and financial resources to the development of new products and the enhancement of existing products, and we expect these investments to continue.

The following table summarizes research and development projectsexpenses and seekthe percentage of these expenses as compared to maintain close relationships with our key customers and other industry leaders in order to remain responsive to their product requirements now and in the future.

Research and development expenses were $144.0 million in 2020, $101.5 million in 2019, and $76.0 million in 2018, representing 10.2% of ourtotal sales in 2020, 12.9% of our sales in 2019, and 10.6% of our sales in 2018.(in thousands):

Years Ended December 31, 

    

2021

    

2020

    

2019

Research and Development Expenses

$

161,831

$

143,961

$

101,503

% of Sales

 

11.1%

 

10.2%

 

12.9%

Employees

As of December 31, 2020,2021, we had approximately 10,000 employees. Our employees are not represented by unions, except for statutory organization rights applicable to our employees in the PRC and in Germany. We believe that our continued success depends, in part, on our ability to attract and retain qualified personnel. We consider our relations with our employees to be good. We recognize that our employees are our most important asset, and we know that each person’s diverse background and unique skill set are fundamentalcritical to our success.ongoing success and endeavor to maintain positive relationships with our employees at all levels. We have a global diverse workforce with employees located in more than 24 countries across the globe and representative of many different cultural, racial, ethnic, and religious backgrounds. See Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of our human capital resources. Advanced Energy encourages diversity and recognizes that each person’s background, experiences, and unique skill set are fundamental contributors to our success. As part of our efforts to promote diversity and develop emerging talent in STEM (science, technology, engineering, and mathematics), we launched the Advanced Energy STEM Diversity Scholarship Program in 2020 to provide college students with tuition assistance, mentoring, and internship opportunities.

Environmental Matters

We are subject to federal, state, and local environmental laws and regulations, as well as the environmental laws and regulations of the foreign federal and local jurisdictions in which we have manufacturing and service facilities. We believe we are in material compliance with all such laws and regulations.

Compliance with federal, state, and local laws and regulations has not had, and is not expected to have, an adverse effect on our capital expenditures, competitive position, financial condition, or results of operations.

Advanced Energy is dedicated to reducing the impact of manufacturing and procurement activities on the environment by reducing waste in our operations and improving the energy efficiency of our global factories. Our factories in PRC and the Philippines monitor greenhouse gas emissions and report to the CDP, an international non-profit organization that helps companies disclose their environmental impact. We also strive to reduce our customers' emissions as we develop and deliver increasingly efficient power-delivery products in our customers' applications. We adhere to responsible minerals sourcing and commit to the social, environmental, and ethical standards set out in the Responsible Business Alliance Code of Conduct.

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Available Information

Our website address is www.advancedenergy.com. We make available, free of charge on our website, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after filing such reports with, or furnishing them to, the Securities and Exchange Commission ("SEC"). Such reports are also available at www.sec.gov. Information contained on our website is not incorporated by reference in, or otherwise part of, this Annual Report on Form 10-K nor any of our other filings with the SEC.

ITEM 1A.         RISK FACTORS

Our business, financial condition, operating results, and cash flows can be impacted by a number of factors, including, but not limited to, those set forth below, any of which could cause our results to be adversely impacted and could result in a decline in the value or loss of an investment in our common stock. Other factors may also exist that we cannot anticipate or that we currently do not consider to be material based on information that is currently available. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows and future results. Such risks and uncertainties may also impact the accuracy of forward-looking statements included in this Form 10-K and other reports we file with the Securities and Exchange Commission.

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COVID-19, natural disasters, and related risks

COVID-19 could further materially adversely affect our business, workforce, supply chain, results of operations, financial condition and/or cash flows. 

The continuing spread in 2020 ofongoing COVID-19 and related foreign and domestic government actions restricting travel, commerce and gatheringpandemic has adversely affected our manufacturing locations. COVID-19 has also resulted in economic recessions and high unemployment in many countries which could negatively impact future customer purchases of our products. If COVID-19 continues to spread and restrictions remain in place or are reinstituted, we may continue to see adverse impact onimpacted our ability (a) to manufacture, test, service and ship our products, (b) to get required materials and sub-assemblies to build and service our products and (c) to staff labor and management for manufacturing, research and development, supply chain, service, and administrative operations. Further, we may continue to experience adverse impact with our global supply chain partners, critical subassembly suppliers, parts distributors, and transportation service providers, which may result in increased costs, material shortages, and material shortages.the inability to fully meet our customers’ demand. For example, in 2021, the combination of increased demand for semiconductor and other select components and the ongoing impact of COVID-19 has affected global electronics markets and impacted our ability to ship to our full demand levels. In addition, muchwe have experienced higher input costs as we have incurred material premiums, expedite fees, price increases, and higher logistic costs. We expect these conditions will continue to adversely impact our ability to ship products to customers. Beyond 2021, it is not known how long or significant these global supply strain constraints will be, but it may continue to impact our results. Further foreign and domestic government actions restricting travel, commerce, and gathering could adversely affect our manufacturing locations. COVID-19 has also resulted in economic recessions and high unemployment in many countries, which could negatively impact future customer purchases of our products. In addition, a portion of our workforce is now workingcontinues to work remotely. While we have been successful in transitioning to this remote environment, the long-term impact on productivity and innovation is not yet clear. As a result, COVID-19 and its variants could continue to adversely impact our near-term and long-term revenues, earnings and cash flow and could require further expenditures. ThisThe COVID-19 situation continues to evolve and to the extent that it adversely affects our business, financial condition, operating results, and cash flows, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Other impacts may arise that we are not aware of currently. We have an active rapid response team to mitigate risks we are aware of currently and as they arise.

Our orders of raw materials, parts, components, and subassemblies are based on demand forecasts and may be constrained by supply shortages caused by COVID-19 or other factors.

We place orders with many of our suppliers based on our customers’ quarterly forecasts and our annual forecasts. These forecasts are based on our customers’ and our expectations as to demand for our products. As the quarter and the year progress, such demand can change rapidly or we may realize that our customers’ expectations were overly optimistic or pessimistic, especially when industry or general economic conditions change.

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Customers may delay delivery of products or cancel orders prior to shipment, subject to possible cancellation penalties. Delays in delivery schedules and/or customer changes to backlog orders during any particular period could cause a decrease in sales and have a material adverse effect on our business and results of operations. Orders with our suppliers cannot always be amended in response. In addition, to assure availability of certain components or to obtain priority pricing, we have entered into contracts with some of our suppliers that require us to purchase a specified number of components and subassemblies each quarter, even if we are not able to use such components or subassemblies. Moreover, we have obligations to some of our customers to hold a minimum amount of finished goods in inventory, to fulfill just in time orders, regardless of whether the customers expect to place such orders. We currently have firm purchase commitments and agreements with various suppliers to ensure the availability of components. If demand for our products exceeds our customers’ and our forecasts, we may not be able to timely obtain enough raw materials, parts, components, or subassemblies, on favorable terms or at all, to fulfill the excess demand. This may lead to customers cancelling orders prior to shipment causing a decrease in sales, which may have a material adverse effect on our business and results of operations. In addition, given the proprietary nature of our products, many of these parts are sole sourced or not easily interchangeable. For example, in 2021 there was a global shortage of certain electronics and semiconductor parts given the emerging higher global demand for technology goods and the impact of COVID-19 and other disruptions on the global supply chain. This has resulted in higher levels of inventory while we procure critical parts to complete full kits. If we are not able to obtain parts in a reasonable timeframe and at a reasonable cost our business may be adversely impacted. Further, if demand for our products does not continue at current levels, we might not be able to use all the components that we are required to purchase under these commitments and agreements, and our reserves for excess and obsolete inventory may increase, which could have a material adverse effect on our results of operations.

Our results of operations could be affected by natural disasters and other events in the locations in which we or our customers or suppliers operate.

We have manufacturing and other operations in locations subject to natural occurrences such as severe weather and geological events including earthquakes or tsunamis that could disrupt operations. In addition, our suppliers and customers also have operations in such locations. A natural disaster, fire, explosion, or other event that results in a prolonged disruption to our operations, or the operations of our customers or suppliers, may materially adversely affect our business, results of operations, or financial condition.

Industry-relatedIndustry related risks 

Our operations in the People’s Republic of China and the Asia Pacific region are subject to significant political and economic uncertainties over which we have little or no control and we may be unable to alter our business practice in time to avoid reductions in revenues.

A significant portion of our operations outside the United States are located in the People’s Republic of China ("PRC"), which exposes us to risks, such as exchange controls and currency restrictions, changes in local economic conditions, changes in customs regulations and tariffs, changes in tax policies, changes in PRC laws and regulations, possible expropriation or other PRC government actions, and unsettled political conditions including potential changes in U.S. policy regarding overseas manufacturing. At various times during recent years, the U.S. and PRC have had significant disagreements over geopolitical, trade and economic issues. Controversies may arise in the future between these two countries. Any escalating political controversies between the U.S. and PRC, whether or not directly related to our business, could have a material adverse effect on our operations, business, results of operations, and financial condition. See "We are exposed to risks associated with worldwide financial markets and the global economy" risk factor below.

Additionally, there is inherent risk, based on the complex relationships among PRC, Hong Kong, Taiwan, and the United States, that political, diplomatic, and national security influences might lead to trade, technology, or capital disputes, and/or disruptions, in particular those affecting the semiconductor industry. This would adversely affect our business with PRC, Hong Kong, and/or Taiwan and perhaps the entire Asia Pacific region or global economy.

Actions by the Chinese government extending its territorial claims, such as the passage of the national security law in Hong Kong and the potential establishment of an Air Defense Identification Zone over the South China Sea,

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raises the fear of conflict that could result in international reprisal. Actions by the U.S. government on trade policy against the PRC and companies like Huawei Technologies Co., Ltd. have also escalated tensions. Lastly, the recent U.S. and PRC consulate closures and the continuing Hong Kong political unrest is creating more uncertainty. Should the PRC take any actions against Taiwan, we could see additional risks to diplomatic and trade relations that could inhibit our access to materials, parts, and customers and impair our ability to effectively operate in the region. Given our expanded presence in the PRC and Hong Kong, our business results, operations, and financial condition could be adversely affected by these developments and other changes to political, diplomatic, and social conditions. Moreover, PRC’s policies towards, and treatment of, U.S. companies operating in PRC and Hong Kong could change quickly resulting in an adverse impact to us.

The industries in which we compete are subject to volatile and unpredictable cycles.

As a supplier to the global semiconductor equipment, telecom, networking, data center computing, industrial, and medical industries, we are subject to business cycles, the timing, length, and volatility of which can be difficult to predict. Certain of these industries historically have been cyclical due to sudden changes in customers’ manufacturing capacity requirements and spending, which depend in part on capacity utilization, demand for customers’ products, inventory levels relative to demand, and access to affordable capital. These changes have affected the timing and amounts of customers’ purchases and investments in technology, and continue to affect our orders, net sales, operating expenses, and net income. We may not be able to respond adequately or quickly to the declines in demand by reducing our costs. We may be required to record significant reserves for excess and obsolete inventory as demand for our products changes.

To meet rapidly changing demand in each of the industries we serve, we must effectively manage our resources and production capacity. During periods of decreasing demand for our products, we must be able to appropriately align our cost structure with prevailing market conditions, effectively manage our supply chain, and motivate and retain key employees. During periods of increasing demand, we must have enough manufacturing capacity and inventory to fulfill customer orders, effectively manage our supply chain, and attract, retain, and motivate enough qualified individuals. If we are not able to timely and appropriately adapt to changes in our business environment or to accurately assess where we are positioned within a business cycle, our business, financial condition, or results of operations may be materially and adversely affected. For example, following record levels of demand in the first half of 2018, the Semiconductor Equipment market experienced a decline, and, as a result, Advanced Energy’s revenue from the Semiconductor Equipment market declined 24.5% during 2019, as compared to 2018. Although the Semiconductor Equipment market improved during the fourth quarter of 2019 and throughout 2020,2021, it is unclear how long this recovery will last. In addition, the market may be characterized in the future with more "mini-ramps" rather than sustained growth periods as experienced during 2015-2017 given market dynamics, inventory levels, and geopolitical changes. In addition, our Data Center Computing and Telecom

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and Networking markets are characterized by large program investments, which can cause variations in quarterly or annual revenues. For example, during 2020 our growth in data center computingData Center Computing and telecom networking has beenTelecom and Networking was driven by share gains at specific customer accounts. Towards the end of 2020, we began to experience a period of digestion by our major customers that continued into early 2021, resulting in lower demand. We expect this digestion to continue into the first half of 2021 and overall businessdemand levels may not continue to be realized atfluctuate each quarter through these business cycles. In 2021, demand was strong across our markets, however industry wide supply constraints for certain integrated circuit and other parts limited our ability to ship to our demand levels each quarter.and resulted in increased cost as we procured material through open market and other purchases. It is unclear how long it will take before the supply chain environment improves, further impacting our financial results.

We must achieve design wins to retain our existing customers and to obtain new customers, although design wins achieved do not necessarily result in substantial sales.

Driven by continuing technology migration and changing customerscustomer demand, the markets we serve are constantly changing in terms of advancement in applications, core technology and competitive pressures. New products we design for capital equipment manufacturers typically have a lifespan of five to ten years. Increasingly, we are required to accelerate our investment in research and development to meet time-to-market, performance and technology adoption cycle needs of our customers simply to compete for design wins. Given such up-front investments we make to develop, evaluate, and qualify products in the design win process, our success and future growth depend on our products being designed into our customerscustomers' new generations of equipment as they develop new technologies and applications. We must work with these manufacturers early in their design cycles to modify, enhance and upgrade our products or

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design new products that meet the requirements of their new systems. The design win process is highly competitive, and we may win or lose new design wins for our existing customers or new customerscustomers' next generations of equipment. If existing or new customers do not choose us during the design win process, our market share will be reduced, the potential revenues related to the lifespan of our customers’ products, which can be five to ten years, will not be realized, and our business, financial condition and results of operations would be materially and adversely impacted.

Business model acquisitions, and capital structure related risks

Despite the continued evolution of our manufacturing footprint our product lines are manufactured at only a few sites and our sites are not generally interchangeable.

Our power products for the semiconductor industry are manufactured in Shenzhen, PRC and Penang, Malaysia. Our high voltage products are manufactured in Ronkonkoma and Lockport, New York, Littlehampton, United Kingdom and Shenzhen, PRC. Our thermal instrumentation products are manufactured in Vancouver, Washington, Littlehampton, United Kingdom and Frankfurt, Germany. Our pyrometry solutions are manufactured in Ballerup, Denmark, Frankfurt, Germany, Magdeburg, Germany and Vancouver, Washington. Our telecom, networking, data center computing, and medical products are manufactured in Zhongshan, PRC, Rosario, Philippines and Santa Rosa, Philippines. Most facilities are under operating leaseleases and interruptions in operations could be caused by early termination of existing leases by landlords or failure by landlords to renew existing leases upon expiration, including the possibility that suitable operating locations may not be available in proximity to existing facilities, which could result in labor or supply chain risks. Each facility manufactures different products, and therefore, is not interchangeable. Natural, uncontrollable occurrences or other operational issues at any of our manufacturing facilities could significantly reduce or disrupt our productivity at such site and could prevent us from meeting our customers’ requirements in a timely manner, or at all.

Additionally, we have a plan to relocatecomplete the relocation of our Shenzhen, PRC manufacturing facility by December 2021.in 2022. As a result, we are investinghave invested in a dual manufacturing facility in Penang, Malaysia capable of manufacturing our semiconductor and other products. We believe this investment will help to mitigate our exposure to regional risks, improve our business continuity profile and lower costs over time. We opened this facility in 2020; however, it may take additional time to realize the facility’s full production capacity given the impact of COVID-19.COVID-19 and supply chain constraints. As this facility increases its volume capabilities, we may experience production inefficiencies, challenges related to material flow and workmanship, or other issues customary to ramping a new factory. If we are not able to fully and timely integrate our facility, our revenues may be negatively impacted until we are able to increase capacity or productivity.

We transitioned a significant amount of our supply base to Asian suppliers.

We transitioned the purchasing of a substantial portion of components for our products to Asian suppliers to lower our materials costs and shipping expenses. These components might require us to incur higher than anticipated testing or repair costs, which would have an adverse effect on our operating results. Customers who have strict and extensive qualification requirements might not accept our products if these lower-cost components do not meet their requirements. A delay or refusal by our customers to accept such products, as well as an inability of our suppliers to meet our purchasing requirements, might require us to purchase higher-priced components from our existing suppliers or might cause us to lose sales to these customers, either of which could lead to decreased revenue and gross margins and have an adverse effect on our results of operations.

We generally have no long-term contracts with our customers requiring them to purchase any specified quantities from us.

Our sales are primarily made on a purchase order basis, and we generally have no long-term purchase commitments from our customers, which is typical in the industries we serve. As a result, we are limited in our ability to predict the level of future sales or commitments from our current customers, which may diminish our ability to allocate labor, materials, and equipment in the manufacturing process effectively. In addition, we may purchase inventory in anticipation of sales that do not materialize, resulting in excess and obsolete inventory write-offs.

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If we are unable to adjust our business strategy successfully for some of our product lines to reflect the increasing price sensitivity on the part of our customers, our business and financial condition could be harmed.

Our business strategy for many of our product lines has been focused on product performance and technology innovation to provide enhanced efficiencies and productivity. Our customers continually exert pressure on us to reduce our prices and extend payment terms and we may be required to enter into long term reduced pricing agreements, extended payment terms, exclusivity arrangements, or other unfavorable contract terms with our largest customers to remain competitive. In addition, we compete in markets in which customers may include dual or multi-sourcing of power. We believe some of our Asian competitors benefit from local governmental funding incentives and purchasing preferences from end-user customers in their respective countries. If competition against any of our product lines should come to focus solely on price rather than on product performance and technology innovation, we will need to adjust our business strategy, product offerings and product costs accordingly, and if we are unable to do so, our business, financial condition, and results of operations could be materially and adversely affected. Further, in 2021 we increased prices and implemented surcharges across many of our products to reflect our higher supply chain costs. Although these price changes have been accepted by our customers, the higher prices could make our products less competitive in the market over time and could have an adverse effect on our results of operations.

A significant portion of our sales and accounts receivable are concentrated among a few customers.

The following table summarizes the percentage of total sales derived from our ten largest customers:

Years Ended December 31,

    

2021

  

2020

  

2019

Ten largest customers

58.3

%

58.0

%

57.3

%

The following table summarizes sales to and percentage of total sales from our two largest customers (in thousands):

Years Ended December 31, 

    

2021

  

2020

  

2019

Applied Materials, Inc.

$

296,369

    

20.4

%

$

248,350

    

17.5

%

$

164,724

    

20.9

%

Lam Research Corporation

 

147,385

 

10.1

%

 

141,778

 

10.0

%

 

88,251

 

11.2

%

The following table summarizes the accounts receivable balances (in thousands) and percentages of the total accounts receivable from customers who individually accounted for 10% or more of accounts receivable:

    

December 31, 

  

December 31,

2021

2020

Applied Materials, Inc.

$

42,425

    

17.9

%

  

$

33,402

    

14.2

%

Nidec Motor Corporation

*

*

%

  

$

24,344

10.4

%

*     Customer’s balance was less than 10% of total

A significant decline in sales from these or other large customers, or our inability to collect on these sales, could materially and adversely impact our business, results of operations and financial condition.

The loss of personnel could significantly harm our results of operations and competitive position.

Our success depends to a significant degree upon the continuing contributions of our management, technical, marketing, and sales employees. We may not be successful in retaining our employees or attracting or retaining additional skilled personnel as required. Failure to retain or attract personnel could significantly harm our results of operations and competitive position. Our success in hiring and retaining employees depends on a variety of factors, including the attractiveness of our compensation and benefit programs, global economic or political and industry conditions, our organizational structure, our reputation, culture and working environment, competition for talent and the availability of qualified employees, the availability of career development opportunities, and our ability to offer a

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challenging and rewarding work environment. We must develop our personnel to provide succession plans capable of maintaining continuity during the inevitable unpredictability of personnel retention. While we have plans for key management succession and long-term compensation plans designed to retain our senior employees, if our succession plans do not operate effectively, our business could be adversely affected.

The market price of our common stock has fluctuated and may continue to fluctuate for reasons over which we have no control.

The stock market has from time to time experienced, and is likely to continue to experience, extreme price and volume fluctuations. Prices of securities of technology companies have been especially volatile and have often fluctuated for reasons that are unrelated to their operating performance. In the past, companies that have experienced volatility in the market price of their stock have been the subject of securities class action litigation. If we were the subject of securities class action litigation, it could result in substantial costs and a diversion of management’s attention and resources.

Our operating results are subject to fluctuations, and if we fail to meet the expectations of securities analysts or investors, our share price may decrease significantly.

Our annual and quarterly results may vary significantly depending on various factors, many of which are beyond our control. Because our operating expenses are based on anticipated revenue levels, our sales cycle for development work is relatively long, and a high percentage of our expenses are fixed for the short term, a small variation in the timing of recognition of revenue can cause significant variations in operating results from period to period. If our earnings do not meet the expectations of securities analysts or investors, the price of our stock could decline.

Acquisition related risks

Our long-term success and results of operations depend on our ability to successfully integrate Artesyn’s business and operations and realize the anticipated benefits from the acquisition.

In September 2019, we acquired Artesyn, and we are continuing to combine Artesyn’s business with our business. The acquisition of Artesyn has significantly increased our embedded power product offerings, increased our exposure to the Industrial and Medical, Data Center Computing, and Telecom and Networking markets, and significantly increased the number of employees and facilities.

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To realize the anticipated benefits of the acquisition, we must continue to combine our businesses in an efficient and effective manner and realize our synergy and cost-savings targets. Integrating Artesyn’s business and operations with ours requires significant management attention, effort, and expenditures, and we may not be able to achieve the longer-term integration goals in an effective, complete, timely or cost-efficient manner.

Potential risks related to the successful integration of Artesyn’s business include our ability to:

maintain and improve Artesyn’s financial and operating results while integrating and optimizing our combined sales, marketing, manufacturing, and corporate administrative organizations;
optimize our combined worldwide manufacturing footprint while utilizing Artesyn’s vertically integrated manufacturing model for a broader set of companyCompany products;
successfully eliminate fixed costs previously absorbed by other businesses prior to the transaction;
recognize and capitalize on anticipated product sales and technology enhancement opportunities presented by our combined businesses;
integrate our information technology systems to mitigate cyber-security risks and enable the management and operation of the combined business.

If we are unable to successfully or timely integrate the operations of Artesyn’s business into our business over the long-term, we may be unable to realize the long-term revenue growth, synergies, cost-savings, and other anticipated benefits resulting from the acquisition and our business could be adversely affected. Additionally, we have and may

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continue to incur transaction-related costs, including legal, regulatory, and other costs associated with implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Artesyn’s business and operations may not achieve the anticipated revenues and operating results. Any of the foregoing risks could materially harm our business, financial condition, and results of operations.

Our debt obligations and the restrictive covenants in the agreements governing our debt could limit our ability to operate our business or pursue our business strategies, could adversely affect our business, financial condition, results of operations, and cash flows, and could significantly reduce stockholder benefits from a change of control event.

Our debt obligations could make us more vulnerable to general adverse economic and industry conditions and could limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate, thereby placing us at a disadvantage to our competitors that have less indebtedness.

Our debt obligations impose financial covenants on us and our subsidiaries that require us to maintain a certain leverage ratio. The financial covenants place certain restrictions on our business that may affect our ability to execute our business strategy successfully or take other actions that we believe would be in the best interests of our Company. These include limitations or restrictions, among other things, on our ability and the ability of our subsidiaries to:

incur additional indebtedness; 
pay dividends or make distributions on our capital stock or certain other restricted payments or investments;
make domestic and foreign investments and extend credit;
engage in transactions with affiliates;
transfer and sell assets;
effect a consolidation or merger or sell, transfer, lease, or otherwise dispose of all or substantially all of our assets; and
create liens on our assets to secure debt.

Our debt obligations contain certain customary events of default. Any breach of the covenants or other event of default could cause a default on our debt obligations, which could restrict our ability to borrow under our revolving credit facility. If there were an event of default under certain provisions of our debt arrangements that was not cured or waived, the holders of the defaulted debt may be able to cause all amounts outstanding with respect to the debt instrument, plus any required settlement costs, to be due and payable immediately. Our assets and cash flow may not be sufficient to fully repay

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borrowings under our outstanding debt instruments if accelerated upon an event of default. If we are unable to repay, refinance, or restructure our indebtedness as required, or amend the covenants contained in these agreements, the lenders can exercise all rights and remedies available under our Credit Agreement or applicable laws or equity. 

Our orders of raw materials, parts, components, and subassemblies are based on demand forecasts.

We place orders with many of our suppliers based on our customers’ quarterly forecasts and our annual forecasts. These forecasts are based on our customers’ and our expectations as to demand for our products. As the quarter and the year progress, such demand can change rapidly or we may realize that our customers’ expectations were overly optimistic or pessimistic, especially when industry or general economic conditions change. Orders with our suppliers cannot always be amended in response. In addition, to assure availability of certain components or to obtain priority pricing, we have entered into contracts with some of our suppliers that require us to purchase a specified number of components and subassemblies each quarter, even if we are not able to use such components or subassemblies. Moreover, we have obligations to some of our customers to hold a minimum amount of finished goods in inventory, to fulfill just in time orders, regardless of whether the customers expect to place such orders. We currently have firm purchase commitments and agreements with various suppliers to ensure the availability of components. If demand for our products does not continue at current levels, we might not be able to use all the components that we are required to purchase under these commitments and agreements, and our reserves for excess and obsolete inventory may increase, which could have a material adverse effect on our results of operations. If demand for our products exceeds our customers’ and our forecasts, we may not be able to timely obtain enough raw materials, parts, components, or subassemblies, on favorable terms or at all, to fulfill the excess demand. For example, entering 2021 there is global shortage of certain electronics and semiconductor parts given higher global demand and the impact of COVID-19 on the global supply chain. If we are not able to obtain parts in a reasonable timeframe our business may be adversely impacted.

Activities necessary to integrate acquisitions may result in costs more than current expectations or be less successful than anticipated.

We have completed acquisitions in the past and we may acquire other businesses in the future. The success of such transactions will depend on, among other things, our ability to integrate assets and personnel acquired in these transactions and to apply our internal controls process to these acquired businesses. The integration of acquisitions may require significant attention from our management, and the diversion of management’s attention and resources could have a material adverse effect on our ability to manage our business. Furthermore, we may not realize the degree or timing of benefits we anticipated when we first entered the acquisition transaction. If actual integration costs are higher than amounts originally anticipated, if we are unable to integrate the assets and personnel acquired in an acquisition as anticipated, or if we are unable to fully benefit from anticipated synergies, our business, financial condition, results of operations, and cash flows could be materially adversely affected.

We transitioned a significant amount of our supply base to Asian suppliers.

We transitioned the purchasing of a substantial portion of components for our products to Asian suppliers to lower our materials costs and shipping expenses. These components might require us to incur higher than anticipated testing or repair costs, which would have an adverse effect on our operating results. Customers who have strict and extensive qualification requirements might not accept our products if these lower-cost components do not meet their requirements. A delay or refusal by our customers to accept such products, as well as an inability of our suppliers to meet our purchasing requirements, might require us to purchase higher-priced components from our existing suppliers or might cause us to lose sales to these customers, either of which could lead to decreased revenue and gross margins and have an adverse effect on our results of operations.

We generally have no long-term contracts with our customers requiring them to purchase any specified quantities from us.

Our sales are primarily made on a purchase order basis, and we generally have no long-term purchase commitments from our customers, which is typical in the industries we serve. As a result, we are limited in our ability to predict the level of future sales or commitments from our current customers, which may diminish our ability to allocate

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labor, materials, and equipment in the manufacturing process effectively. In addition, we may purchase inventory in anticipation of sales that do not materialize, resulting in excess and obsolete inventory write-offs.

If we are unable to adjust our business strategy successfully for some of our product lines to reflect the increasing price sensitivity on the part of our customers, our business and financial condition could be harmed.

Our business strategy for many of our product lines has been focused on product performance and technology innovation to provide enhanced efficiencies and productivity. Our customers continually exert pressure on us to reduce our prices and extend payment terms and we may be required to enter into long term reduced pricing agreements with our largest customers to remain competitive. In addition, we compete in markets in which customers may include dual or multi-sourcing of power. We believe some of our Asian competitors benefit from local governmental funding incentives and purchasing preferences from end-user customers in their respective countries. If competition against any of our product lines should come to focus solely on price rather than on product performance and technology innovation, we will need to adjust our business strategy, product offerings and product costs accordingly, and if we are unable to do so, our business, financial condition, and results of operations could be materially and adversely affected.

A significant portion of our sales and accounts receivable are concentrated among a few customers.

The following table summarizes the percentage of total sales derived from our ten largest customers:

Years Ended December 31, 

2020

    

2019

    

2018

Ten largest customers

58.0

%  

57.3

%  

62.5

%  

The following table summarizes sales to and percentage of total sales from Applied Materials, Inc. and Lam Research Corp., our two largest customers (in thousands):

Years Ended December 31, 

    

2020

    

2019

    

2018

Applied Materials, Inc.

$

248,350

    

17.5

%  

$

164,724

    

20.9

%  

$

258,027

    

35.9

%  

Lam Research

 

141,778

 

10.0

%  

 

88,251

 

11.2

%  

 

109,005

 

15.2

%  

We have an accounts receivable balance from Applied Materials, Inc. of $33.4 million and $36.8 million as of December 31, 2020 and 2019, respectively. A significant decline in sales from this or other large customers, or the Company’s inability to collect on these sales, could materially and adversely impact our business, results of operations and financial condition.

The loss of any of our key personnel could significantly harm our results of operations and competitive position.

Our success depends to a significant degree upon the continuing contributions of our key management, technical, marketing, and sales employees. We may not be successful in retaining our key employees or attracting or retaining additional skilled personnel as required. Failure to retain or attract key personnel could significantly harm our results of operations and competitive position. Our success in hiring and retaining employees depends on a variety of factors, including the attractiveness of our compensation and benefit programs, global economic or political and industry conditions, our organizational structure, our reputation, culture and working environment, competition for talent and the availability of qualified employees, the availability of career development opportunities, and our ability to offer a challenging and rewarding work environment. We must develop our personnel to provide succession plans capable of maintaining continuity during the inevitable unpredictability of personnel retention. While we have plans for key management succession and long-term compensation plans designed to retain our senior employees, if our succession plans do not operate effectively, our business could be adversely affected.

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The market price of our common stock has fluctuated and may continue to fluctuate for reasons over which we have no control.

The stock market has from time to time experienced, and is likely to continue to experience, extreme price and volume fluctuations. Prices of securities of technology companies have been especially volatile and have often fluctuated for reasons that are unrelated to their operating performance. In the past, companies that have experienced volatility in the market price of their stock have been the subject of securities class action litigation. If we were the subject of securities class action litigation, it could result in substantial costs and a diversion of management’s attention and resources.

Our operating results are subject to fluctuations, and if we fail to meet the expectations of securities analysts or investors, our share price may decrease significantly.

Our annual and quarterly results may vary significantly depending on various factors, many of which are beyond our control. Because our operating expenses are based on anticipated revenue levels, our sales cycle for development work is relatively long, and a high percentage of our expenses are fixed for the short term, a small variation in the timing of recognition of revenue can cause significant variations in operating results from period to period. If our earnings do not meet the expectations of securities analysts or investors, the price of our stock could decline.

Commercial and financial related risks

If our network security measures are breached and unauthorized access is obtained to a customer’s data or our data or our information technology systems, we may incur significant legal and financial exposure and liabilities.

As part of our day-to-day business, we store our data and certain data about our customers in our global information technology system. Unauthorized access to our data, including any regarding our customers, could expose us to a risk of loss of this information, loss of business, litigation, and possible liability. These security measures may be breached by intentional misconduct by computer hackers, because of third-party action, employee error, malfeasance or otherwise. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as usernames, passwords, or other information in order to gain access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any security breach could result in a loss of confidence by our customers, damage our reputation, disrupt our business, lead to legal liability, and negatively impact our future sales.

We are highly dependent on our intellectual property.

Our success depends significantly on our proprietary technology. We attempt to protect our intellectual property rights through patents and non-disclosure agreements; however, we might not be able to protect our technology, and customers or competitors might be able to develop similar technology independently. In addition, the laws of some foreign countries might not afford our intellectual property the same protections as do the laws of the United States. Our intellectual property is not protected by patents in several countries in which we do business, and we have limited patent protection in other countries, including the PRCPRC. Generally, our efforts to obtain international patents have been concentrated in the European Union and certain industrialized countries in Asia, including Korea, Japan, and Taiwan. If we are unable to protect our intellectual property successfully, our business, financial condition, and results of operations could be materially and adversely affected.

The PRC commercial law is relatively undeveloped compared to the commercial law in the United States. Limited protection of intellectual property is available under PRC law. Consequently, manufacturing our products in the PRC may subject us to an increased risk that unauthorized parties may attempt to copy our products or otherwise obtain or use our intellectual property.

Our operations in the People’s Republic of China (PRC) and the Asia Pacific region are subject to significant political and economic uncertainties over which we have little or no control and we may be unable to alter our business practice in time to avoid reductions in revenues.

A significant portion of our operations outside the United States are located in the PRC, which exposes us to risks, such as exchange controls and currency restrictions, changes in local economic conditions, changes in customs regulations and tariffs, changes in tax policies, changes in PRC laws and regulations, possible expropriation or other PRC government actions, and unsettled political conditions including potential changes in U.S. policy regarding overseas manufacturing. At various times during recent years, the U.S. and PRC have had significant disagreements over geopolitical, trade and economic issues. Controversies may arise in the future between these two countries. Any escalating political controversies between the U.S. and PRC, whether or not directly related to our business, could have a material adverse effect on our operations, business, results of operations, and financial condition. See "We are exposed to risks associated with worldwide financial markets and the global economy" risk factor below.

Additionally, there is inherent risk, based on the complex relationships among PRC, Hong Kong, Taiwan, and the United States, that political, diplomatic, and national security influences might lead to trade, technology, or capital disputes,

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and/or disruptions, in particular those affecting the semiconductor industry. This would adversely affect our business with PRC, Hong Kong, and/or Taiwan and perhaps the entire Asia Pacific region or global economy.

Actions by the Chinese government extending its territorial claims, such as the recent passage of the national security law in Hong Kong and the planned establishment of an Air Defense Identification Zone over the South China Sea, raises the fear of conflict that could result in international reprisal. Actions by the U.S. government on trade policy against the PRC and companies like Huawei Technologies Co., Ltd. have also escalated tensions. Lastly, the recent U.S. and PRC consulate closures and the continuing Hong Kong political unrest is creating more uncertainty. Should the PRC take any actions against Taiwan, we could see additional risks to diplomatic and trade relations in the region. Given our expanded presence in the PRC and Hong Kong, the company’s business results, operations and financial condition could be adversely affected by these developments and other changes to political, diplomatic, and social conditions. Moreover, PRC’s policies towards, and treatment of, U.S. companies operating in PRC and Hong Kong could change quickly resulting in an adverse impact on the Company.

We are subject to risks inherent in international operations.

Given the global nature of our business, we have both domestic and international concentrations of cash and investments. The value of our cash, cash equivalents, and marketable securities can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political risk, sovereign risk, or other factors.

The table below summarizes our sales by geographic area (in thousands). Sales to our customers outside the United States were approximately 68.7% and 59.2%represent a significant portion of our total sales for the year ended December 31, 2020 and 2019, respectively. revenue.

Years Ended December 31, 

 

  

  

2021

    

2020

    

2019

 

United States

$

561,312

38.5

%  

$

530,965

37.5

%  

$

321,869

40.8

%

North America (excluding U.S.)

104,167

 

7.2

156,856

 

11.1

51,765

 

6.6

Asia

 

597,830

 

41.1

 

606,893

 

42.9

 

295,155

 

37.4

Europe

 

179,056

 

12.3

 

117,989

 

8.3

 

119,427

 

15.1

Other

 

13,589

 

0.9

 

3,123

 

0.2

 

732

 

0.1

Total

$

1,455,954

    

100.0

%  

$

1,415,826

    

100.0

%  

$

788,948

    

100.0

%

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Our acquisitions have increased our presence in international locations. Our success producing goods internationally and competing in international markets is subject to our ability to manage various risks and difficulties, including, but not limited to:

our ability to effectively manage our employees at remote locations who are operating in different business environments from the United States;
our ability to develop and maintain relationships with suppliers and other local businesses;
Our ability to procure parts from suppliers affected by geographic, geopolitical, pandemic, or other factors related to their local environment.
compliance with product safety requirements and standards that are different from those of the United States;
variations and changes in laws applicable to our operations in different jurisdictions, including enforceability of intellectual property and contract rights;
trade restrictions, political instability, disruptions in financial markets, and deterioration of economic conditions;
customs regulations and the import and export of goods (including customs audits in various countries that occur from time to time);
the ability to provide enough levels of technical support in different locations;
our ability to obtain business licenses that may be needed in international locations to support expanded operations;
timely collecting accounts receivable from foreign customers including significant balances in accounts receivable from foreign customers as of December 31, 2020;customers; and
changes in tariffs, taxes,income tax, value added tax, and foreign currency exchange rates; andrates.

Our profitability and ability to implement our business strategies, maintain market share and compete successfully in international markets will be compromised if we are unable to manage these and other international risks successfully.

We are exposed to risks associated with worldwide financial markets and the global economy.

Our business depends on the expansion of manufacturing capacity in our end markets and the installation base for the products we sell. In the past, severe tightening of credit markets, turmoil in the financial markets, and a weakening global economy have contributed to slowdowns in the industries in which we operate and has negatively impacted the global demand for our products. Some of our key markets depend largely on consumer spending. Economic uncertainty exacerbates negative trends in consumer spending and may cause our customers to push out, cancel, or refrain from placing orders.

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Difficulties or increased costs in obtaining capital and uncertain market conditions may also lead to a reduction of our sales and greater instances of nonpayment. These conditions may similarly affect our key suppliers, which could affect their ability to deliver parts and result in delays for our products. Further, these conditions and uncertainty about future economic conditions including inflation, interest rates, availability of capital markets, consumer spending rates, energy availability and costs and the effects of government initiatives to manage economic conditions could make it challenging for us to forecast our operating results and evaluate the risks that may affect our business, financial condition, and results of operations.

Globalization of sales increases risk of compliance with policy.

We operate in an increasingly complex sales environment around the world which places greater importance on our global control environment and imposes additional oversight risk. Such increased complexity could adversely affect our operating results by increasing compliance costs in the near-term and by increasing the impact of control failures in the event of non-compliance.

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Our legacy inverter products may suffer higher than anticipated litigation, damage, or warranty claims.

Our legacy inverter products (of which we discontinued the manufacture, engineering, and sale in December 2015 and which are reflected as Discontinued Operationsdiscontinued operations in this filing) contain components that may contain errors or defects and were sold with original product warranties ranging from one to ten years with an option to purchase additional warranty coverage for up to 20 years. If any of our products are defective or fail because of their design, we might be required to repair, redesign, or recall those products or to pay damages (including liquidated damages) or warranty claims, and we could suffer significant harm to our reputation. We are experiencing increasing claims from customers and suppliers and increasing litigation related to the legacy inverter product line. We review such claims and vigorously defend against such lawsuits in the ordinary course of our business. We cannot assure that any such claims or litigation brought against us will not have a material adverse effect on our business or financial statements. Our involvement in such litigation could result in significant expense to us and divert the efforts of our technical and management personnel. We also accrue a warranty reserve for estimated costs to provide warranty services including the cost of technical support, product repairs, and product replacement for units that cannot be repaired. Our estimate of costs to fulfill our warranty obligations is based on historical experience and expectation of future conditions. To the extent we experience increased warranty claim activity or increased costs associated with servicing those claims, our warranty accrual will increase, resulting in additional expenses in the line "Income (loss) from discontinued operations, net of income taxes" on our Consolidated Statement of Operations in future periods. We plan to continue supporting inverter customers with service maintenance and repair operations. This includes performing service to fulfill obligations under existing service maintenance contracts. There is no certainty that these can be performed profitably, and they could be adversely affected by higher than anticipated product failure rates, loss of critical service technician skills, an inability to obtain service parts, customer demands and disputes and cost of repair parts, among other factors. See Note 4. Disposed and Discontinued Operations in Part II, Item 8 "Financial Statements and Supplementary Data" contained herein.Data."

Our products may suffer from defects or errors leading to damage or warranty claims.

Our products use complex system designs and components that may contain errors or defects, particularly when we incorporate new technology into our products or release new versions. If any of our products are defective or fail because of their design, we might be required to repair, redesign, or recall those products, pay damages (including liquidated damages) or warranty claims, and we could suffer significant harm to our reputation. We accrue a warranty reserve for estimated costs to provide warranty services including the cost of technical support, product repairs, and product replacement for units that cannot be repaired. Our estimate of costs to fulfill our warranty obligations is based on historical experience and expectation of future conditions. To the extent we experience increased warranty claim activity or increased costs associated with servicing those claims, our warranty accrual will increase, resulting in decreased gross profit. In recent years, we have experienced increased warranty costs for our legacy inverter product lines, which is reflected in "Income (loss) from discontinued operations, net of income taxes." See Note 4. Disposed and Discontinued Operations in Part II, Item 8 "Financial Statements and Supplementary Data" contained herein.Data."

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Unfavorable currency exchange rate fluctuations may lead to lower operating margins, or may cause us to raise prices, which could result in reduced sales.

Currency exchange rate fluctuations could have an adverse effect on our sales and results of operations, and we could experience losses with respect to forward exchange contracts into which we may enter. Unfavorable currency fluctuations could require us to increase prices to foreign customers, which could result in lower net sales by us to such customers. Alternatively, if we do not adjust the prices for our products in response to unfavorable currency fluctuations, our results of operations could be materially and adversely affected. In addition, we have large, long termlong-term liabilities such as local lease and pension liabilities in Europe and Asia creating more significant exposure to fluctuations in the value of the Euro, Philippine Peso, and Chinese Yuan. The company doesWe do not attempt to hedge these exposures given the long-term nature of the underlying liabilities and the non-cash nature of the foreign exchange gain or loss.

The PRC government is continually pressured by its trading partners to allow its currency to float in a manner like other major currencies. Any change in the value of the Chinese yuan could significantly increase the labor and other costs incurred in the operation of our Shenzhen and Zhongshan facilities and the cost of raw materials, parts,

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components, and subassemblies that we source in the PRC, which could materially and adversely affect our results of operations.

The United Kingdom’s exit from the European Union and related actions could adversely affect us.

On June 23, 2016, the United Kingdom ("UK") held a referendum in which voters approved an exit from the European Union ("EU"). On January 23, 2020, the UK left the EU, which is commonly referred to as "Brexit," and was in a transitionary period through December 31, 2020. As of January 1, 2021, EU Trade Agreements no longer applyapplied to the UK. The UK has taken steps to reproduce the effects of trading agreements that previously applied through the provisional application of new trade agreements not yet ratified and has introduced the UK Global Tariff. These changes resultresulted in increased regulatory complexities on imports and exports betweento and from the UK and EU countries andwhich may adversely affect our sales, operations, and financial results. Our operations in the UK may also be adversely affected by significant fluctuations in the UK exchange rates and increased administrative costs and tariffs on the importation of parts for manufacturing and repair services. Moreover, the imposition of any import restrictions and duties levied on our UK products as imported for EU customers may make our products more expensive for such customers and less competitive from a pricing perspective.

Difficulties with our enterprise resource planning ("ERP") system and other parts of our global information technology system could harm our business and results of operation.

Like many multinational corporations, we maintain a global information technology system, including software products licensed from third parties. The acquisition of Artesyn added additional information systems that are initially different from current systems. Any system, network or Internet failures, misuse by system users, the hacking into or disruption caused by unauthorized access or loss of license rights could disrupt our ability to timely and accurately manufacture and ship products or to report our financial information in compliance with the timelines mandated by the SEC. Any such failure, misuse, hacking, disruptions, or loss would likely cause a diversion of management’s attention from the underlying business and could harm our operations. In addition, a significant failure of our global information technology system could adversely affect our ability to complete an evaluation of our internal controls and attestation activities pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

If our network security measures are breached and unauthorized access is obtained to a customer’s data or our data or our information technology systems, we may incur significant legal and financial exposure and liabilities.

As part of our day-to-day business, we store our data and certain data about our customers in our global information technology system. Unauthorized access to our data, including any regarding our customers, could expose us to a risk of loss of this information, loss of business, litigation, and possible liability. These security measures may be breached by intentional misconduct by computer hackers, because of third-party action, employee error, malfeasance or otherwise. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as usernames, passwords, or other information in order to gain access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not

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recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any security breach could result in a loss of confidence by our customers, damage our reputation, disrupt our business, lead to legal liability, and negatively impact our future sales.

We have been, and in the future may again be, involved in litigation. Litigation is costly and could result in further restrictions on our ability to conduct business or make use of market relationships we have developed, or an inability to prevent others from using our technology.

Litigation may be necessary to enforce our commercial or property rights, to defend ourselves against claimed violations of such rights of others, or to protect our interests in regulatory, tax, customs, commercial, and other disputes, or similar matters. We have been experiencingexperienced increased litigation related to our legacy inverter product line. Litigation often requires a substantial amount of our management’s time and attention, as well as financial and other resources, including:

substantial costs in the form of legal fees, fines, and royalty payments;
restrictions on our ability to sell certain products or in certain markets;
an inability to prevent others from using technology we have developed; and
a need to redesign products or seek alternative marketing strategies.

Any of these events could have a significant adverse effect on our business, financial condition, and results of operations.

Return on investments or interest rate declines on plan investments could result in additional unfunded pension obligations for our pension plan.

We currently have unfunded obligations to our pension plans. The extent of future contributions to the pension plan depends heavily on market factors such as the discount rate used to calculate our future obligations and the actual return on plan assets which enable future payments. We estimate future contributions to the plan using assumptions with respect to these and other items. Changes to those assumptions could have a significant effect on future contributions.

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Additionally, a material deterioration in the funded status of the plan could increase pension expenses and reduce our profitability. See Note 17. Employee Retirement Plans and Postretirement Benefits in Part II, Item 8 "Financial Statements and Supplementary Data" contained herein.

Our intangible assets may become impaired.

As of December 31, 2020, we have $210.0 million ofThe following table summarizes our goodwill and $168.9 million in intangible assets. assets (in thousands):

    

December 31, 

2021

Goodwill

$

212,190

Intangible assets, net

159,406

Total

$

371,596

We periodically review the carrying value of our goodwill and the estimated useful lives of our identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value, or for intangible assets, a revised useful life. The events and circumstances include significant changes in the business climate, legal factors, operating performance indicators, and competition. Any impairment or revised useful life could have a material and adverse effect on our financial position and results of operations and could harm the trading price of our common stock.

International trade, tax, and regulatory related risks

Significant developments stemming from recent U.S. government actions and proposals concerning tariffs and other economic proposals could have a material adverse effect on us.

U.S. government actions are imposing greater restrictions and economic disincentives on international trade. It has initiated the imposition of additional tariffs on certain foreign goods, including steel and aluminum, semiconductor manufacturing equipment and spare parts thereof and has also announced the imposition of import license requirements on aluminum articles. The government has amended and expanded export regulations regarding sales to companies on the U.S. Entity List. These changes prevent sales of foreign produced direct product of the U.S. that is manufactured using controlled U.S.-origin equipment, technology, and software located outside the United States to companies on the U.S. Entity List. Additionally, the U.S. Department of Defense continues to issue lists of companies it has determined to be owned or controlled by China’s People’s Liberation Army on which sanctions could be levied by executive order, and the

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Department of Commerce has published their "first tranche"continues to expand the list of designated military end users from ChinaPRC and Russia for whom export licenses are now required.

Furthermore, the government has determined that the Special Administrative Region of Hong Kong is no longer sufficiently autonomous to justify being treated as separate from ChinaPRC and has eliminated certain license exceptions for the export of controlled goods to Hong Kong and has removed Hong Kong as a separate shipping destination under the Export Administration Regulations ("EAR").

In response to U.S. Government actions, ChinaPRC passed numerous regulations, including the Export Control Law of the People’s Republic of China, effective December 1, 2020. The Export Control2020, the Rules on Counteracting Unjustified Extra-territorial Application of Foreign Legislation and Other Measures promulgated on January 9, 2021, and the Anti-Foreign Sanctions Law providesof the ChinesePeople’s Republic of China, released on July 24, 2021. These laws provide the PRC government with the framework to ban exports of strategic materials and advanced technologies to specific foreign entities on its Control List, block application of foreign laws, impose its own sanctions on entities and alsocountries and provides a counterweight to the U.S. government’s restrictions through provisions for retaliatory action and extraterritorial jurisdiction.

Changes in U.S. trade policy could result in one or more U.S. trading partners adopting responsive trade policy making it more difficult or costly for us to export our products to those countries. As indicated above, these measures could also result in increased costs for goods imported into the U.S. This in turn could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on goods and

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services sold. To the extent that trade tariffs and other restrictions imposed by the U.S. increase the price of semiconductor equipment and related parts imported into the U.S., the cost of our materials may be adversely affected and the demand from customers for products and services may be diminished, which could adversely affect our revenues and profitability.

The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs, or trade agreements, or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could adversely impact our business, financial condition, and results of operations.

Changes in U.S. social, political, regulatory, and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently develop and sell products, and any negative sentiments towards the United States as a result of such changes, could adversely affect our business. In addition, negative sentiments towards the United States among non-U.S. customers and among non-U.S. employees or prospective employees could adversely affect sales or hiring and retention, respectively.

Increased governmental action on income tax regulations could negatively impact our business.

International governments have heightened their review and scrutiny of multinational businesses like ours, which could increase our compliance costs and future tax liability to those governments. As governments continue to look for ways to increase their revenue streams, they could increase audits of companies to accelerate the recovery of monies perceived as owed to them under current or past regulations. Such an increase in audit activity could have a negative impact on companies which operate internationally, as we do.

Changes in tax laws, tax rates, or mix of earnings in tax jurisdictions in which we do business, could impact our future tax liabilities and related corporate profitability.

We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws, regulations, and administrative practices in various jurisdictions by their nature are complex and may be subject to significant change due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. ThereAs both domestic and foreign governments contemplate or make changes in tax law to raise more revenues, our results could be negatively affected. Further, there are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. Our effective tax rates could be adversely affected by earnings being lower than anticipated in jurisdictions where we have lower statutory rates and earnings higher than anticipated in jurisdictions where we have higher statutory rates, losses incurred in jurisdictions for which we are not able to realize the related tax benefit, changes in foreign currency exchange rates, entry into new businesses and geographies and changes to our existing businesses, acquisitions (including integrations) and investments, changes in our deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative

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practices, principles, and interpretations, including fundamental changes to the tax laws applicable to corporate multinationals. The U.S., many countries in the European Union, and several other countries are actively considering changes in this regard.

Changes in our provision for income taxes or adverse outcomes resulting from examination of our income tax returns could adversely affect our results.

Our provision for income taxes is subject to volatility and could be adversely affected by earnings being lower than anticipated in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates; by changes in the valuation of our deferred tax assets and liabilities; by changes, regulations, and interpretations of foreign-derived intangible income ("FDII"), global intangible low-tax income ("GILTI") and base erosion and anti-abuse tax laws ("BEAT"); by expiration of or lapses in tax incentives; by transfer pricing adjustments, including the effect of acquisitions on our legal structure; by tax effects of nondeductible compensation; by tax costs related to intercompany realignments; by changes in accounting principles; or by changes in tax laws and regulations, treaties, or interpretations thereof, including changes to the taxation of earnings of our foreign subsidiaries, the deductibility of expenses attributable to foreign income, and the foreign tax credit rules. Significant judgment is required to determine the

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recognition and measurement attribute prescribed in the accounting guidance for uncertainty in income taxes. The Organization for Economic Co-operation and Development ("OECD"), an international association comprised of 36 countries, including the United States, has made changes to numerous long-standing tax principles. There can be no assurance that these changes, once adopted by countries, will not have an adverse impact on our provision for income taxes. Further, because of certain of our ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates. Our failure to meet these commitments could adversely impact our provision for income taxes. In addition, we are the subject of regular examination of our income tax returns by tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse effect on our operating results and financial condition.

Our business is subject to complex and evolving U.S. and international laws and regulations regarding privacy and data protection. Many of these laws and regulations are subject to change and uncertain interpretation and could result in claims, changes to our business practices, penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.

Regulatory authorities around the world have implemented or are considering several legislative and regulatory proposals concerning data protection, including measures to ensure that encryption of users’ data does not hinder law enforcement agencies’ access to that data. In addition, the interpretation and application of consumer and data protection laws in the U.S., Europe and elsewhere are often uncertain and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. These legislative and regulatory proposals, if adopted, and such interpretations could, in addition to the possibility of fines, result in an order requiring that we change our data practices, which could have an adverse effect on our business and results of operations. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.

We are subject to numerous governmental regulations.

We are subject to federal, state, local and foreign regulations, including environmental regulations and regulations relating to the design and operation of our products and control systems and regulations governing the import, export and customs duties related to our products. We might incur significant costs as we seek to ensure that our products meet safety and emissions standards, many of which vary across the states and countries in which our products are used. In the past, we have invested significant resources to redesign our products to comply with these directives. In addition, with our December 31, 2020 acquisition of Versatile Power, Inc., we expanded our presence in the medical market to include more highly regulated applications and added its medical-certified manufacturing center to our operating footprint. We may encounter increased costs to maintain compliance with the quality systems and other regulations and requirements that apply to the acquired business. Compliance with future regulations, directives, and standards could require us to modify or redesign some products, make capital expenditures, or incur substantial costs. Also, we may incur significant costs in complying with the

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numerous imports, exports, and customs regulations as we seek to sell our products internationally. If we do not comply with current or future regulations, directives, and standards:

we could be subject to fines and penalties;
our production or shipments could be suspended; and
we could be prohibited from offering particular products in specified markets.

If we were unable to comply with current or future regulations, directives and standards, our business, financial condition, and results of operations could be materially and adversely affected.

Financial reform legislation will result in new laws and regulations that may increase our costs of operations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") requires various federal agencies to adopt a broad range of implementing rules and regulations, and to prepare numerous studies and reports for Congress. On August 22, 2012, under the Dodd-Frank Act, the SEC adopted requirements for companies that

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use certain minerals and metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties. These requirements require companies to perform due diligence, disclose and report whether such minerals originate from the Democratic Republic of Congo and adjoining countries. We must perform sufficient due diligence to determine whether such minerals are used in the manufacture of our products. Regarding our acquisition of Artesyn, we will need to complete due diligence on the minerals used in the manufacture of those products and include our due diligence results in our next conflict minerals report. In addition, we incur costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in our products. Since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals and metals used in our products through the due diligence procedures that we implement, which may harm our reputation. In such event, we may also face difficulties in satisfying customers who require that all the components of our products are certified as conflict mineral free.

General Risk Factors

Our failure to maintain appropriate environmental, social, and governance ("ESG") practices and disclosures could result in reputational harm, a loss of customer and investor confidence, and adverse business and financial results.

Governments, investors, customers, and employees are enhancing their focus on ESG practices and disclosures, and expectations in this area are rapidly evolving and increasing. While we monitor the various and evolving standards and associated reporting requirements, failure to adequately maintain appropriate ESG practices that meet diverse stakeholder expectations may result in the loss of business, diluted market valuation, an inability to attract customers, and an inability to attract and retain top talent.

ITEM 1B.         UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.            PROPERTIES

Information concerning our principal properties is set forth below:

Location

    

Principal Activity

    

Ownership

Denver, Colorado

Corporate headquarters, general and administrative

Leased

Fort Collins, Colorado

Research and development, distribution, sales, and service

Leased

Lockport, New York

Manufacturing, distribution, service, and research and development

Leased

Shenzhen, China

Campbell, California

Manufacturing, distribution, service, and research and development

Leased

Zhongshan, China

Milpitas, California

Manufacturing

Research and development, sales, and serviceLeased

Penang, Malaysia

Leased

Ronkonkoma, New York

Manufacturing, distribution, service, and research and development

Leased

Vancouver, Washington

Research and development, manufacturing, distribution, sales, and service

Leased

Georgetown, Massachusetts

Sales

Leased

Eden Prairie, Minnesota

Engineering, and research and development

Leased

Tempe, Arizona

Sales and administration

Leased

Beijing, China

Sales

Leased

Shanghai, China

Sales and distribution

Leased

Shenzhen, China

Manufacturing, distribution, service, and research and development

Leased

Xian, China

Service

Leased

Zhongshan, China

Manufacturing

Leased

Pune, India

Sales

Leased

Tokyo, Japan

Sales and service

Leased

Seoul, South Korea

Sales and service

Leased

Bukit Minak, Malaysia

Manufacturing and distribution

Leased

Quezon, Philippines

Quezon, Philippines

Engineering, research and development, administration, and support

Leased

Rosario, Philippines

Rosario, Philippines

Manufacturing

Manufacturing

Owned

Santa Rosa, Philippines

Manufacturing

Leased

Taipei, Taiwan

Sales, distribution, and service

Leased

Metzingen, Germany

Distribution, sales, and service

Leased

Hong Kong, Hong Kong

Distribution and general and administrative

Leased

Singapore, Singapore

Global operations headquarters (sales, service, and research and development)

Leased

Taipei, Taiwan

Sales, distribution, and service

Leased

Hong Kong, Hong Kong

Distribution and general and administrative

Leased

Ballerup, Denmark

Manufacturing, distribution, sales, service, and research and development

Leased

Metzingen, Germany

Distribution, sales, and service

Leased

Warstein-Belecke, Germany

Research and development, distribution, sales, and service

Leased

Frankfurt, Germany

Manufacturing, distribution, sales, service, and research and development

Leased

Magdeburg, Germany

Manufacturing and distribution

Leased

Cork, Ireland

Sales, service, and research and development

Leased

Caesarea, Israel

Research and development and service

Leased

Littlehampton, United Kingdom

Manufacturing, distribution, sales, service, and research and development

Leased

In addition to the above principal properties, we have several other facilities throughout the US, North America, Europe, and Asia. We consider the properties that we own or lease as adequate to meet our current and future requirements. We regularly assess the size, capability, and location of our global infrastructure and periodically make adjustments based on these assessments.

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ITEM 3.            LEGAL PROCEEDINGS

We are presently 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 patent litigation 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 patent rights. An unfavorable decision in a collection action against a customer we sold products to, or a claim or counterclaim from a customer related to alleged product failures, could also have a material adverse effect on our financial position or reported results of operations. We are engaged presently in such disputes and legal actions with customers and a supplier for the inverter product line. 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 the loss can be reasonably estimated. For further information see Note 19. Commitments and Contingencies in Part II, Item 8 "Financial Statements and Supplementary Data."

ITEM 4.            MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.            MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Principal Market

Our common stock is listed on the NASDAQ Global Select Market under the symbol "AEIS." On January 31, 2021,2022, the number of common stockholders of record was approximately 300. This does not include stockholders whose shares are held in "street name" through brokers or other nominees.

Dividend Policy

We have not declared or paid any cash dividends on our capital stock in our history as a public company. However, onIn December 15, 2020, ourthe Board of Directors ("the Board") approved the initiation of a cash dividend program, underpursuant to which we intend to pay a regular quarterly cash dividend of $0.10 per share starting inof capital stock. In March 2021, we paid the first quarter of 2021. On February 1,quarterly cash dividend since our inception as a public company. During the year ended December 31, 2021, the Board declared a quarterly dividend of $0.10 per share payable to shareholders of record as of February 22, 2021.we paid cash dividends totaling $15.4 million. Future dividend payments are subject to approval by the Board.Board's approval.

Purchases of Equity Securities by the Issuer

In September 2015,The following table summarizes actions by our Board of Directors in relation to the Board authorized a program to repurchase up to $150.0 million of our stock over a thirty-month period. In November 2017, the Board approved an extension of the share repurchase program to December 2019 from its original maturity of March 2018. In May 2018, the Board approved a $50 million increase in the repurchase authorization. 

On December 18, 2019, the Board authorized to remove the expiration date from the repurchase program and increased the balance available for stock repurchase by $25.1 million. As of December 31, 2020, the Company was authorized to repurchase shares of the Company’s common stock of up to a total of $38.4 million.program:

Date

Action

September 2015

Authorized a program to repurchase up to $150.0 million of our common stock

May 2018

Approved a $50.0 million increase in the repurchase program

December 2019

Authorized the removal of the expiration date and increased the balance available for the repurchase program by $25.1 million

July 2021

Approved an increase to the repurchase program, which authorized the Company to repurchase up to $200.0 million with no time limitation

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The following table summarizes the stock repurchase activity for the three months ended December 31, 2020 (in thousands, except per share amount):

    

Total
Number of
Shares
Purchased

    

Average
Price Paid
per Share

    

Total
Number of
Shares
Purchased as
Part of Publicly Announced
Plans or
Programs

    

Maximum
Dollar
Value of
Shares that
May Yet be
Purchased
Under the
Plans or
Programs

(in thousands, except per share amount)

October 1, 2020 - October 31, 2020

1

$

61.91

1

$

38,369

November 1, 2020 - November 30, 2020

December 1, 2020 - December 31, 2020

Total

1

$

61.91

1

$

38,369

In order toTo execute the repurchase of shares of our common stock, the Companywe periodically entersenter into stock repurchase agreements. All shares repurchased were executed inThe following table summarizes these repurchases during the open market, and no shares were repurchased from related parties. Repurchased shares are retired and assumed the status of authorized and unissued shares. Accordingly, the associated cost of the repurchased shares was recognized as a reduction to additional paid-in capital.year ended December 31, 2021:

Month

    

Total
Number of
Shares
Purchased

    

Average
Price Paid
Per Share

    

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

    

Maximum
Dollar
Value of
Shares that
May Yet be
Purchased
Under the
Plans or
Programs

(in thousands, except price per share data)

January

$

$

38,369

February

$

$

38,369

March

$

$

38,369

First quarter

$

April

$

$

38,369

May

72

$

90.34

72

$

31,866

June

$

$

31,866

Second quarter

72

$

90.34

72

July

8

$

94.34

8

$

199,218

August

338

$

86.45

338

$

170,002

September

259

$

87.32

259

$

147,444

Third quarter

605

$

85.12

605

October

121

$

85.76

121

$

137,076

November

$

$

137,076

December

103

$

84.38

103

$

128,377

Fourth quarter

224

$

85.12

224

Total

901

$

86.76

901

$

128,377

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Performance Graph

The performance graph below shows the five-year cumulative total stockholder return on our common stock in comparison with variousto certain other indices during the period from December 31, 20152016 through December 31, 2020.2021. The comparison assumes $100 was invested on December 31, 20152016 in Advanced Energy common stock and in each of the indices and assumes reinvestment of dividends, if any. Dollar amounts in the graph are rounded to the nearest whole dollar. The performance shown in the graph represents past performance and should not be considered an indication of future performance.

Chart, diagram, line chart

Description automatically generatedChart, diagram

Description automatically generated with medium confidence

*

$100 invested on December 31, 2015 in our stock or index, including reinvestment of dividends. Indices and our stock performance are calculated on a calendar year-end basis.

December 31,

December 31,

2015

    

2016

    

2017

    

2018

    

2019

 

2020

2016

    

2017

    

2018

    

2019

    

2020

    

2021

Advanced Energy Industries, Inc.

$

100.00

$

193.94

$

239.04

$

152.07

$

252.21

$

343.50

$

100.00

$

123.25

$

78.41

$

130.05

$

177.11

$

167.03

NASDAQ Composite

 

100.00

 

108.87

 

141.13

 

137.12

 

187.44

 

271.64

 

100.00

 

129.64

 

125.96

 

172.17

 

249.51

 

304.85

RDG Semiconductor Composite

 

100.00

 

131.64

 

177.48

 

164.63

 

242.61

 

351.91

Dow Jones US Electrical Components & Equipment

100.00

127.46

111.82

138.30

166.99

209.33

S&P 1000

100.00

122.49

141.26

126.71

158.57

179.15

100.00

115.33

103.45

129.46

146.26

183.34

Information relating to compensation plans under which our equity securities are authorized for issuance is set forth in Part III, Item 12 "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" of this Annual Report on Form 10-K.

ITEM 6.            RESERVED

Not applicable.

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ITEM 6.           SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements set forth below under this caption constitute forward-looking statements. See "Special Note Regarding Forward-Looking Statements" in this Annual Report on Form 10-K for additional factors relating to such statements and see "Risk Factors" in Part I, Item 1A for a discussion of certain risks applicable to our business, financial condition, and results of operations.

ThisThe following section of this Form 10-K discusses and compares theour results of operations for 2021 and 2020 and 2019. The discussionyear-to-year comparisons between those periods. Discussions of 2019 and analysis comparing the results of operations for 2018 toyear-to-year comparisons between 2020 and 2019 are not included in this Form 10-K and can be found within Part II, Item 7 "Management’s Discussion and Analysis for Financial Condition and Results of Operations" in our 20192020 Form 10-K for the year ended December 31, 2019.2020.

Overview

Advanced Energy provides highly engineered, mission-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,highly controllable, usable power that is predictable, repeatable, and customizable.customizable to meet the necessary requirements for powering a wide range of complex equipment. Our power solutions enable innovation in complex semiconductor and thin film plasma processes such as dry etch, strip chemical and physical deposition, high and low voltage applications such as semiconductor process control, data center computing, networking, telecommunication, analytical instrumentation, medical equipment, life science applications, industrial technology and production, scientific instruments, clean technology production, advanced material production and temperature-critical thermal applications. We also supply related sensing, controls, and instrumentation products for advanced measurement and calibration of RF power and temperature, electrostatic instrumentation products for test and measurement applications, such as material and chemical processing. gas sensing and monitoring solutions for multiple industrial markets. Our network of global service support centers provides a recurring revenue opportunity as we offer repair services, conversions, upgrades, and refurbishments, and used equipment to companies using our products.

Driven by continuing technology evolutionOur products are sold into the Semiconductor Equipment, Industrial and changing customer demands, theMedical, Data Center Computing, and Telecom and Networking markets, we serve are constantly changing in terms of advancement in applications, core technology and competitive pressures. New products we design for capital equipment manufacturers could have a lifespan of five to ten years. Our success and future growth depend on our products being designed into our customers’ new generations of equipment as they develop new technologies and applications. We work with these original equipment manufacturers early in their design cycles to modify, enhance and upgrade our products or design new products that meet the requirements of their new and future systems. The design win process is highly competitive, and we may win or lose new designshave provided market revenue data in this Annual Report on Form 10-K to enable tracking of trends. Advanced Energy is organized on a global, functional basis and operates in a single segment structure for our existing customers’ or new customers’ next generations of equipment. If existing or new customers do not choose our products as a result of the development, evaluation and qualification efforts related to the design win process, our market share may be reduced, our potential revenues related to the lifespan of our customers’ products, which can be 5-10 years, may not be realized, and our business, financial condition and results of operations may be materially and adversely impacted.power electronics conversion products.

Critical Accounting Estimates

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires us to make judgments, assumptions, and estimates that affect the amounts reported. Note 1. Operations and Summary of Significant Accounting Policies and Estimates in Part II, Item 8 "Financial Statements and Supplementary Data" describes the significant accounting policies used in the preparation of our consolidated financial statements. The accounting positions described below are significantly affected by critical accounting estimates. Such accounting positions require significant judgments, assumptions, and estimates to be used in the preparation of the consolidated financial statements, actual results could differ materially from the amounts reported based on variability in factors affecting these statements.

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Revenue Recognition

We recognize revenue when we have satisfied our performance obligations which typically occurs when control of the products or completion of services have been transferred to our customers. The transaction price is based upon the standalone selling price. In most transactions, we have no obligations to our customers after the date products are shipped, other than pursuant to warranty obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Shipping and handling fees, if any, are recognized as revenue. The related shipping and handling costs are recognized in cost of sales. Support services include warranty and non-warranty repair services, upgrades, and refurbishments on the products we sell. Repairs that are covered under our standard warranty do not generate revenue.

We maintain a credit approval process and we make significant judgments in connection with assessing our customers’ ability to pay. Despite this assessment, from time to time, our customers are unable to meet their payment obligations. We continuously monitor our customers’ credit worthiness and use our judgment in establishing a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. While such credit losses have historically been within our expectations and the provisions established, a significant change in the liquidity or financial position of our customers could have a material adverse impact on the collectability of accounts receivable and our future operating results. Additionally, if our credit loss rates prove to be greater than we currently estimate, we record additional reserves for credit losses.

Business Combinations

We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. Fair values of assets acquired, and liabilities assumed are based upon available information and may involve engaging an independent third party to perform an appraisal. Estimating fair values can be complex and subject to significant business judgment. We must also identify and include in the allocation all acquired tangible and intangible assets that meet certain criteria, including assets that were not previously recorded by the acquired entity. The estimates most commonly involve property, plant and equipment and intangible assets, including those with indefinite lives.assets. The estimates also include the fair value of contracts including commodity purchase and sale agreements, storage contracts, and transportation contracts. The excess

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of the purchase price over the net fair value of acquired assets and assumed liabilities is recorded as goodwill, which is not amortized but instead is evaluated for impairment at least annually. Pursuant to U.S. GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the fair value of the assets acquired and liabilities assumed in a business combination.

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Income Taxes

We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We calculate tax expense consistent with intraperiod tax allocation methodology resulting in an allocation of current year tax expense/benefit between continuing operations and discontinued operations. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results. The provision for income taxes includes the effects of any reserves that we believe are appropriate, as well as the related net interest and penalties. For more details see Note 5. Income Taxes in Part II, Item 8 "Financial Statements and Supplementary Data."

Inventory

We value our inventory at the lower of cost (first-in, first-out method) or net realizable value. We regularly review inventory quantities on hand and record a provision to write-down excess and obsolete inventory to its estimated net realizable value, if less than cost, based primarily on our estimated forecast of product demand. Our industry is subject to technological change, new product developments, and changes in end-user demand for our products which can fluctuate significantly. Any significant changes in end-user demand, technology or new product developments could have a significant impact on the value of our inventory and our reported operating results.

Warranty Costs

We offer warranty coverage for a majority of our products for periods typically ranging from 12 to 24 months after shipment. We provided warranties on our inverter products for five to ten years and also provided the option to purchase additional warranty coverage up to 20 years. Our standard inverter product warranty expense is reported within discontinued operations. We estimate the anticipated costs of repairing our products under such warranties based on the historical costs of the repairs. The assumptions we use to estimate warranty accruals are reevaluated periodically, considering actual experience, and when appropriate, the accruals are adjusted. Should product failure rates differ from our estimates, actual costs could vary significantly from our expectations. See Note 4. Disposed and Discontinued Operations in Part II, Item 8 "Financial Statements and Supplementary Data" for more information on our discontinued operations and Note 15. Warranties in Part II, Item 8 "Financial Statements and Supplementary Data" for more information.

Goodwill, Intangible and Other Long-Lived Assets

We evaluate the carrying value of our goodwill for impairment at least annually or when an interim triggering event occurs that would indicate that impairment may have taken place. Our annual impairment test was performed as of December 31st with no indication of impairment. We evaluate our other definite-lived intangible assets for impairment when evidence exists that certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Significant judgments and assumptions are required in such impairment evaluations.

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The annual impairment test of goodwill may be performed using an assessment of qualitative factors if it is considered more likely than not that goodwill is not impaired. If this qualitative assessment indicates that it is more likely than not that goodwill is impaired, then the next step of impairment testing compares the fair value of a reporting unit to its carrying value. If fair value exceeds carrying value, then we conclude no goodwill impairment has occurred. Conversely, if carrying value exceeds fair value, we recognize an impairment loss.

We evaluate definite-lived intangible assets and other long-lived assets whenever there is an indicator of impairment. When we determine that the carrying value of intangibles or other long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, we use the projected undiscounted cash flow method to determine whether an impairment exists, and then measure the impairment using discounted cash flows. If our expectations of future results and cash flows are significantly diminished, intangible assets, long-lived assets, and goodwill may be impaired and the resulting charge to operations may be material. Changes in these estimates could result in significant revisions to the carrying value of these assets and may result in material charges to our results of operations.

Defined Benefit Pension Plans

Accounting for pension plans requires that we make assumptions that involve considerable judgment which are significant inputs in the actuarial models that measure our net pension obligations and ultimately impact our earnings. These include the discount rate, long-term expected rate of return on assets, compensation trends, inflation considerations, health care cost trends and other assumptions, as well as determining the fair value of assets in our funded plans. Specifically, the discount rates, as well as the expected rates of return on assets and plan asset fair value determination, are important assumptions used in determining the plans' funded status and annual net periodic pension and benefit costs. We evaluate these critical assumptions at least annually on a plan and country-specific basis. We also, with the help of actuaries, periodically evaluate other assumptions involving demographic factors, such as retirement age, mortality, and turnover, and update them to reflect our experience and expectations for the future. The Company believesWe believe the accounting estimates related to our pension plans are critical accounting estimates because they are highly susceptible to change from period to period based on the performance of plan assets, actuarial valuations, market conditions and contracted benefit changes. While we believe that our assumptions are appropriate, significant differences in our actual

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experience or significant changes in our assumptions may materially affect our net pension and postretirement benefit obligations and related expense.

Human Capital Resources

Our corporate citizenship, social responsibility and commitment to our employees extends beyond the products we make. We recognize that our employees are our most important asset, and with approximately 10,000 employees located across the globe, we know that each person’s diverse background and unique skill set are fundamental to our success. We regularly conduct anonymous surveys to seek feedback from our employees on important topics related to confidence in company leadership, career growth opportunities, and improvements on how we can make our company a great place to work. In addition, we share the results of the survey are shared with our Board. To further increase our commitment to diversity and equity, in 2020 we announced the launch of our inaugural Advanced Energy STEM Diversity Scholarship, which is aimed at developing emerging talent and promoting greater ethnic, racial and gender diversity in STEM. The annual program will begin in the 2021 academic year and will acceptaccepts applications from undergraduate and post-graduate students attending five leading institutions in the field of power technologies.

Total Rewards

As part of our total rewards philosophy, we believe in offering and maintaining competitive compensation and benefits programs for our employees in order to attract and retain a talented, highly engaged workforce. Our compensation programs are focused on equitable, fair pay practices including market-based base pay, an annual pay-for-performance incentive plan, and discounted Employee Stock Purchase Plan.employee stock purchase plan. In addition to our competitive compensation practices, we offer a strong benefits package in each of the countries in which we operate. In the majority of our non-U.S. operations, we offer additional benefits that supplement governmental statutory benefits. In the U.S., we offer a competitive benefits package that includes four different health care plan options with employee premiums lower than the market average,

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dental, vision, disability and life insurance, health savings and flexible spending accounts, paid-timepaid time off, 8-weeks of paid parental leave for both parents, company matched 401(k), contributions, flexible work schedules, expanded mental health coverage, and employee assistance programs. With the challenging times created by COVID-19, we made thecontinued our commitment to ensure our employees maintained financial security and provided certain employees the ability to work from home, and paid leave time for our hourly employees who may have been impacted by temporary site closures.closures, and paid leave time for vaccinations.

Learning and Development

To support our employees in reaching their full potential and to build internal capabilities, we offer a wide range of internal and external learning and development opportunities. We have a program for education assistance reimbursement that provides financial support to employees who seek to expand their skills and abilities. We support a women’s leadership forum conducted by our employees that discusses, among other things, career development, leadership topics, and the opportunities for mentorship. We also have an internship program designed to help support a pipeline of talent for the Company.pipeline. We have a robust succession planning process to develop internal leadership capabilities and technical bench strength, ensuring we have a strong workforce for the future.

Diversity, Equity & Inclusion

In 2021, we relaunched our Corporate Inclusion, Diversity and Equity Steering Committee, which was tasked with researching, developing, and proposing strategies and initiatives aimed at creating and fostering engagement, awareness, respect, and inclusion for our employees, customers, vendors, and communities. This committee provides global guidance and direction while enabling local activities to develop specific, targeted initiatives as appropriate.

Health and Safety

We are committed to providing a safe work environment for our employees. We provide regular health and safety training in both on-site as neededformat and through our virtual training tool that assigns training requirements based on job profiles and site-specific requirements. Our Environmental, Health and Safety organization is a global team responsible for health and safety related to on-site operations, including hazard and risk identification. Workplace safety is also addressed in operations meetings and monthly business reviews. We are also committed to the standards of the Responsible Business Alliance Code of Conduct, which promotes labor, health and safety, environmental and ethics best practices.

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Community Involvement

Our charitable contributions committee, founded in 2010, is supported and led by our employees. The committee provides financial support for 501(c)(3) corporations, non-profit institutions, and organizations that improve education, the environment, health, and social services across the communities in which we operate and where our employees live. We provide financial support to workforce initiatives led by the local chamber of commerce in Northernnorthern Colorado and have partnered with a community college to provide equipment and funding to train technicians and develop skilled labor that may lead to employment opportunities with us or other local companies. We offer each employee eight hours of paid-timepaid time off to volunteer with a 501(c)(3) organization of the employee’s choosing. Our Educational Scholarship Program, available to children of AEAdvanced Energy employees, celebrates education accomplishments and facilitates career and learning goals. In 2020, we received a record number of submissions and recognized ten employees’ students across multiple countries.

Business Environment and Trends

Advanced Energy operates in a single segment structure for power electronics conversion products. The acquisition of Artesyn added additional products and market verticals to our business. Following the acquisition, we have continued to be organized on a global, functional basis to achieve the anticipated synergies associated with the acquisition. We operate in four vertical markets or applications and provide revenue information to enable tracking of market trends. Following the acquisition of Artesyn in September of 2019, we also provide information on an organic and inorganic basis to improve comparability during the periods.

The demand environment in each of our markets is impacted by various market trends, customer buying patterns, design wins, macroeconomic and other factors. During 20202021 we saw strengthening demandgrowth in our Semiconductor Equipment and Data Center Computing MarketsIndustrial and Medical markets but weakening demand in our general industrialData Center Computing and Telecom and Networking markets.

InAt the beginning of the first quarter of 2020 we began to see an impactsaw the spread of COVID-19, which grew into a global pandemic. Our focus on providing a healthy and safe working environment for our operations particularlyemployees led to intermittent shutdowns of our manufacturing facilities to implement new health and safety protocols and additional investments to comply with government guidelines. During 2020 and 2021 there were periods when some of our manufacturing facilities were not operating or were operating at reduced capacity due to government mandates to restrict travel, maintain social distancing, and implement health and safety procedures. Additionally, ongoing restrictions related to COVID-19 and disruptions in China, which has affected bothan already challenged global supply chain limited the availability of certain materials, parts, subcomponents, and subassemblies needed for production during 2021, impacting our own workforceability to ship product to meet customer demand. The shortage of critical components was caused in part by the pandemic-driven rise in consumer demand for technology goods, increased demand for electronic components used in a wide variety of industries, logistics-related disruptions in shipping, and supply chain. This situation remains dynamiccapacity limitations at some suppliers due to COVID-19, its variants, labor shortages, and may continue to affect our operations. other factors. See Part I, Item 1A "Risk Factors" for a discussion of certain risks related to COVID-19.

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SEMICONDUCTOR EQUIPMENT MARKET

Growth in the Semiconductor Equipment market is driven by growing integrated circuits content across many industries, increased demand for processing and storage in advanced applications such as artificial intelligence, orcloud computing, and autonomous vehicles, and the rapid adoption of advanced mobile connectivity solutions such as 5G, and enhancingwhich enhances existing and enablingenables new wireless applications. To address the long-term growing demand for semiconductor devices, the industry continues to invest in production capacities for advancedboth leading-edge and trailing-edge nodes, logic devices, at the 7nm technology node and beyond, the latest memory devices including 3D-NAND, DRAM, and new emerging memories such as MRAM, and back-end test and advanced wafer-level packaging. The industry’s transition to advanced technology nodes in logic and DRAM and to increased layers in 3D3D-NAND memory devices is requiringrequire an increased number of plasma-based etch and deposition process tools and higher content of our advanced power solutions per tool. As etching and deposition processes become more challenging due to increasing aspect ratios in advanced 3D devices, more advanced radio frequency ("RF")RF, and direct current ("DC")DC technologies are needed. We are meeting these challenges by providing a broader range of more complex RF and DC power solutions. Beyond etch and deposition processes, the growing complexity at the advanced nodes also drive a higher number of other processes across the wafer fab, including inspection, metrology, thermal, ion implantation, and semiconductor test, where Advanced Energy is actively participating as a critical technology provider. In addition, our global support services group offers comprehensive local repair service, upgrade, and retrofit offerings to extend the useable life of our customers’ capital equipment for additional technology generations. The acquisition of Artesyn in September 2019 expanded Advanced Energy’s reach within the Semiconductor Equipment market by adding a broad

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range of low voltage applications as well as back-end test and assembly equipment makers.

In Our strategy in the first half of 2019, the semiconductor industry went through a period of weakening equipment investmentSemiconductor Equipment market is to defend our proprietary positions in our core applications, grow our market position in applications where we have lower share, including remote plasma source and dielectric etch, and leverage our product portfolio in areas such as a result of slowing growth in end market demand for semiconductor devices, ongoing digestion of equipment capacity,embedded power, high voltage power system, and consumption of existing inventory. Demand for semiconductor equipment has continuedcritical sensing and controls to grow through the fourth quarter of 2020our share and contents at our key OEM customers.

The Semiconductor Equipment market is experiencing continued demand growth since 2019, driven by foundry logichigher semiconductor contents across many industries, increased capital intensity at the leading-edge process nodes, semiconductor device makers investing in the trailing-edge nodes due to supply constraints and certain memoryincreased regional investments and has returnedof semiconductor capacities. Advanced Energy participated in this market growth by delivering record revenue from the Semiconductor Equipment market in 2021, even with the negative impact of limited availability of critical parts due to prior peak levels.global supply constraints. In addition, theincreased demand for semiconductor devices for a wide range of applications as global economies begin to recover is expected to drive investment into 2021. However, due to limited visibility and uncertainty arising from COVID-19 and its impact on the global economy and supply chain, geopolitical uncertainty, overall levels of current investment by our customers, and the cyclical nature of the market it is difficult to determine the extent or duration to which the increased demand for semiconductor equipment will continue.in new capacity throughout 2022.

INDUSTRIAL AND MEDICAL MARKET

Customers in the Industrial and Medical market incorporate our advanced power, embedded power, and measurement products into a wide variety of equipment used in applications such as advanced material fabrication, medical devices, analytical instrumentation, test and measurement equipment, robotics, horticulture, motor drives, and connected light-emitting diodes.

OEM customers design equipment utilizing our process power technologies in a variety of industrial production applications including glass coating, glass manufacturing, flat panel displays, photovoltaics solar cell manufacturing, and similar thin film manufacturing, including data storage and decorative, hard and optical coatings. These applications employ similar technologies to those used in the Semiconductor Equipment market to deposit films on non-semiconductor substrates. Our strategy around these applications is to leverage our thin film deposition technologies into an expanded set of new materials and applications in adjacent markets.

Advanced Energy serves the Industrial and Medical market with mission-critical power components that deliver high reliability, precise, low noise or differentiated power to the equipment they serve. Examples of products sold into the Industrial and Medical market includes high voltage products for analytical instrumentation, medical equipment, low voltage power supplies used in applications for medical devices, test and measurement, medical lasers, scientific instrumentation and industrial equipment, and power control modules and thermal instrumentation products for material fabrication, processing, and treatment. Our gas monitoring products serve multiple applications in the energy market, air quality monitoring and automobile emission monitoring and testing. The acquisition of Artesyn in September 2019 substantially expanded Advanced Energy’s portfolio of products and opportunities in the Industrial and Medical market. In the first half of 2020, the COVID-19 pandemic impacted demand for our products in this market, but demand started to recover in the second half of 2020. Our strategy in the Industrial and Medical market is to grow and expand our addressable market both organically through our global distribution channelsproduct offerings and through acquisitionschannel reach, leveraging common platforms, derivatives, and customizations to further penetrate a broader set of productsapplications, such as medical, test and technologies that are complimentarymeasurement, horticulture, and adjacent to our core power conversionmany other industrial applications.

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Revenue for Industrial and Medical products improved in the second half of 2020 after lower revenues in the first half of 2020 primarily due to recessionary macroeconomic conditions, and production and supply chain delays related to COVID-19 that pushed shipments into the third and fourth quarter of 2020. Additionally,During 2021, we saw modest improvement in industrial markets as global economic growth resumed and our customers were able to increase capacity after governmental restrictions were relaxed during the second half of 2020. Demand for medical products during 2020 was driven by critical care applications, offset by lower investment related to elective procedures. During 2021, demand for critical applications has declined while other demand has improved. During 2021, overall customer demand improved, but supply constraints of critical components limited our ability to ship product at the level of customer demand. However, even with the limited supply, revenue from the Industrial and Medical market grew in the year as a result of our growth strategy. We expect demand in the Industrial and Medical market to grow in 2022, but the supply constraint condition has extended into the year. It is not clear how long these supply shortages will persist or how quickly our supply will recover.

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DATA CENTER COMPUTING MARKET

Following the acquisition of Artesyn in September 2019, Advanced Energy entered the Data Center Computing market with industry-leadingindustry leading power conversion products and low-voltage power conversion technologies. Wetechnologies, which we sell to manyOEMs and ODMs of data center server and storage manufacturers,systems, as well as cloud service providers and their partners. Driven by the growing adoption of cloud computing, market demand for server and storage equipment has shifted from enterprise on-premiseon-premises computing to the data center. Nevertheless,center, driving investments in data center infrastructure. In addition, the data center industry has started to transition to 48 Volt infrastructure, where 48 Volt DC power replaces 12 Volt in server racks in order to improve overall power efficiency. Advanced Energy benefits from these trends by leading the industry in providing 48 Volt server power solutions to the data center industry. Further, demand for edge computing is growing, driven by the need for faster processing, lower latency, higher data security, and more reliability than traditional cloud computing. With a wide range of many unique configurations and requirements, edge computing creates additional opportunities for Advanced Energy. Lastly, the rapid growth and adoption of Artificial Intelligence and machine learning is driving accelerated demand for server and storage racks with increased power density and higher efficiency, which plays well to Advanced Energy’s strengths. With a growing presence at both cloud service providers and industry-leadingindustry leading data center server and storage vendors, we believe Advanced Energy is well positioned to continue to capitalize on the ongoing shift towards cloud computing. Our strategy in the Data Center and Computing market is to penetrate additional customers and applications based on our differentiated capability and competitive strengths in power density, efficiency, and controls.

In late 2019 and through 2020, demand for our embedded power products in the data center computingData Center Computing market increased significantly driven by our share gains and a capacity ramp at hyperscale customers. In addition, we believe as a consequence of COVID-19, hyperscale demand has risen in the near term given the increased need for cloud and network applications in the current environment. Demand for hyperscale products declined sequentially duringin the lattersecond half of 2020 as a result of market digestion following a rampbut started to recover during 2021. However, our 2021 revenue declined due to the limited availability of investment earlierparts given global supply constraints, which prevented us from producing products to meet the growing demand. We expect demand in this market to grow in 2022, but the supply constraint condition has extended into this year. This digestion periodIt is expected to continue into the first part of 2021.not clear how long these supply shortages will persist or how quickly our supply will recover.

TELECOM AND NETWORKING MARKET

The acquisition of Artesyn in September 2019 provided Advanced Energy with a portfolio of products and technologies that are used across the Telecom and Networking market. Our customers include many leading vendors of wireless infrastructure equipment, telecommunication equipment and computer networking. The wireless telecom market continues to evolve with more advanced mobile standards. 5G wireless technology promises to drive substantial growth opportunities for the telecom industry as it enables new advanced applications such as autonomous vehicles and virtual/augmented reality. Telecom service providers have started to invest in 5G, and this trend is expected to drive demand of our products into the Telecom and Networking market. In datacom, demand is driven by networking investments by telecom service providers and enterprises upgrading of their network, as well as cloud service providers and data center networking investmentscenters investing in their networks for increased bandwidth. Our strategy in Telecom and Networking is to optimize our portfolio of products to more differentiated applications, and to focus on 5G infrastructure applications primarily with U.S. and European equipment providers.

Demand in late 2019 and the first half of 2020 was lower as geopolitical issues and consolidation of wireless telecom providers drove slower global investment in cellular and network infrastructure. Revenue increased sequentially in the third and fourth quarters of 2020, primarily as a result of modest improvement in market conditions and improved manufacturing capacity amid COVID-19. During 2021, revenue declined as a result of the limited availability of parts given global supply constraints and our internal decision to optimize our portfolio toward higher margin applications within the Telecom and Networking market. Going into 2022, we expect demand in this market to recover driven by increased investments in 5G infrastructure, but the supply constraint condition has extended into the year. It is not clear how long these supply shortages will persist or how quickly our supply will recover.

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Results of Continuing Operations

The analysis presented below is organized to provide the information we believe will facilitate anbe helpful for understanding of our historical performance and relevant trends going forward and should be read in conjunction with our consolidated financial statements, including the notes thereto, in Part II, Item 8 "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

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Table Also included in the following analysis are measures that are not in accordance with U.S. GAAP. A reconciliation of Contentsthe 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):

Year Ended December 31, 

Year Ended December 31, 

2020

2019

  

2021

2020

  

Sales

$

1,415,826

    

$

788,948

    

$

1,455,954

    

$

1,415,826

Gross profit

 

541,869

 

315,652

 

532,322

 

541,869

Operating expenses

 

365,846

 

261,264

 

380,641

 

365,846

Operating income from continuing operations

 

176,023

 

54,388

 

151,681

 

176,023

Other income (expense), net

 

(17,876)

 

12,806

 

(2,970)

 

(17,876)

Income from continuing operations before income taxes

 

158,147

 

67,194

 

148,711

 

158,147

Provision for income taxes

 

22,996

 

10,699

 

14,004

 

22,996

Income from continuing operations, net of income taxes

$

135,151

$

56,495

$

134,707

$

135,151

The following table sets forth the percentage of sales represented by certain items reflected in our Consolidated Statements of Operations:

Year Ended December 31, 

Year Ended December 31, 

2020

    

2019

    

2021

    

2020

Sales

100.0

%  

100.0

%

100.0

%  

100.0

%

Gross profit

 

38.3

 

 

40.0

 

 

36.6

 

 

38.3

 

Operating expenses

 

25.8

 

 

33.1

 

 

26.1

 

 

25.8

 

Operating income from continuing operations

 

12.4

 

 

6.9

 

 

10.4

 

 

12.4

 

Other income (expense), net

 

(1.3)

 

 

1.6

 

 

(0.2)

 

 

(1.3)

 

Income from continuing operations before income taxes

 

11.2

 

 

8.5

 

 

10.2

 

 

11.2

 

Provision for income taxes

 

1.6

 

 

1.4

 

 

1.0

 

 

1.6

 

Income from continuing operations, net of income taxes

9.5

%  

7.2

%

9.3

%  

9.5

%

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SALES, NET

The following tables summarize annual sales and percentages of sales by product linemarkets (in thousands):

Year Ended December 31, 

Change 2020 v. 2019

Year Ended December 31, 

Change 2021 v. 2020

    

2020

    

2019

    

Dollar

    

Percent

    

2021

    

2020

Dollar

    

Percent

Semiconductor Equipment

$

611,864

$

403,018

$

208,846

 

51.8

%

$

710,174

$

611,864

$

98,310

 

16.1

%

Industrial and Medical

 

313,646

 

245,992

 

67,654

 

27.5

 

341,176

 

313,646

 

27,530

 

8.8

Data Center Computing

322,539

91,438

231,101

252.7

270,924

322,539

(51,615)

(16.0)

Telecom and Networking

167,777

48,500

 

119,277

 

245.9

133,680

167,777

 

(34,097)

 

(20.3)

Total

$

1,415,826

$

788,948

$

626,878

 

79.5

%

$

1,455,954

$

1,415,826

$

40,128

 

2.8

%

Years Ended December 31, 

Years Ended December 31, 

2020

    

2019

2021

    

2020

Semiconductor Equipment

43.2

%

51.1

%

48.8

%

43.2

%

Industrial and Medical

 

22.1

31.2

 

23.4

22.1

Data Center Computing

22.8

11.6

18.6

22.8

Telecom and Networking

11.9

6.1

9.2

11.9

Total

100.0

%

100.0

%

100.0

%

100.0

%

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OPERATING EXPENSE

The following table summarizes our operating expense as a percentage of sales (in thousands):

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2021

    

2020

Research and development

$

143,961

 

10.2

%  

$

101,503

 

12.9

%  

$

161,831

 

11.1

%  

$

143,961

 

10.2

%

Selling, general, and administrative

 

188,590

 

13.3

 

142,555

 

18.1

 

191,998

 

13.2

 

188,590

 

13.3

Amortization of intangible assets

20,129

 

1.4

 

12,168

 

1.5

22,060

 

1.5

 

20,129

 

1.4

Restructuring charges

 

13,166

 

0.9

 

5,038

 

0.6

 

4,752

 

0.3

 

13,166

 

0.9

Total operating expenses

$

365,846

 

25.8

%  

$

261,264

 

33.1

%  

$

380,641

 

26.1

%  

$

365,846

 

25.8

%

20202021 Results Compared To 20192020

SALES

Total sales for the year ended December 31, 2020Sales increased $626.9$40.1 million, or 79.5%2.8%, to $1,456.0 million, as compared to $1,415.8 million from $788.9 million forin the year ended December 31, 2019. Revenueprior year. The increase in 2020 benefited from $670.8 million in inorganic sales from the acquisition of Artesyn. Organic sales in 2020 increased $176.4 millionwas primarily due to increased demand and shipments in the Semiconductor Equipment and Industrial and Medical markets, offset by lower sales from the Data Center Computing market and the Telecom and Networking market. In addition, the first half of 2020 was negatively impacted by factory shutdowns related to COVID-19. Revenues in 2021 were negatively impacted across all of our markets by supply chain shortages for certain IC’s and other components, which limited our ability to ship to our total demand.

Sales in the Semiconductor Equipment market offset by lower sales of our industrial thin film products due to a weaker overall macroeconomic environment and the impact of COVID-19. Sales in 2019 include $220.3 million in sales from our acquisition of Artesyn.

In 2020, sales to the Semiconductor Equipment market increased $208.8$98.3 million, or 51.8%16.1%, to $710.2 million, as compared to $611.9 million from $403.0 million in 2019.the prior year. The increase in sales during 20202021 is primarily due to an overall increase in demand for semiconductor equipment used in deposition and etch applications, increasing power content in semiconductor manufacturing tools, and market share gains in RF match and remote plasma sources.several areas across our portfolio.

Sales to the Industrial and Medical market increased $67.7$27.5 million, or 27.5%8.8%, to $341.2 million, as compared to $313.6 million in 2020 from $246.0 million in 2019.the prior year. Our customers in this market are primarily global and regional original equipment and device manufacturers. Inorganic growth contributed $97.9 million in 2020, while organic sales in the Industrial and Medical market decreased $30.3 million, or 17.9%. The increase in inorganic sales is primarily dueyear to inclusion of full year results for Artesyn in 2020 compared to a partial year during 2019. The decrease in organic salesdate was primarily due to slowingimproving macroeconomic conditions and the impact ofcontinued recovery from the COVID-19 on global manufacturing, and lower demand in the consumer hard coating and flat panel display markets impacting our thin film deposition markets, partially offset by growth in medical and other embedded power products.

Sales in the Data Center Computing market were $322.5 million in 2020 and $91.4 million in 2019. The increase in Data Center Computing market sales is primarily due to inclusion of full year results for Artesyn in 2020 compared to a partial year during 2019 and revenue increases driven by growth in hyperscale customers and market share gains.

Sales in the Telecom and Networking market were $167.8 million in 2020 and $48.5 million in 2019. The increase in telecom and networking sales is due to the addition of new product verticals through inorganic growth. Since early 2019, demand for telecom and networking equipment has been impacted by reduced investment in current generation networks given geopolitical issues, consolidation of network providers, and slowing global growth. Demand in the Telecom and Networking market started to recover in the second half of 2020, and over time 5G infrastructure investments and upgrades to enterprise networks are expected to drive growth in this market.

Sales to Applied Materials, Inc. and Lam Research Corp., our two largest customers, increased $137.1 million to $390.1 million, and 27.5% of sales, in 2020 from $253.0 million, and 32.1% of sales in 2019. Our sales to Applied Materials, Inc. and Lam Research Corp. included sales in the Semiconductor Equipment market, as well as sales in the Industrial and Medical market for equipment used in flat panel displays.pandemic driving stronger demand.

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Backlog

Our backlog was $290.7Sales in the Data Center Computing market decreased $51.6 million, on December 31, 2020or 16.0%, to $270.9 million, as compared to $258.9$322.5 million on December 31, 2019.in the prior year. The decrease in Data Center Computing market sales is due in part to digestion of equipment at key accounts following strong revenue last year and supply constraints, which limited our ability to ship sufficiently to meet customer demand.

Sales in the Telecom and Networking market decreased $34.1 million, or 20.3%, as compared to $167.8 million in the prior year. The decrease in sales was due to in part to our decision to optimize our product portfolio towards higher margin applications and production limitations due to supply constraints. Over time, we expect that 5G infrastructure investments and upgrades to enterprise networks will drive growth in this market.

Our acquisitions of TEGAM and Versatile Power contributed $12.1 million to 2021 sales. See Note 2: Acquisitions in Part II, Item 8 "Financial Statements and Supplementary Data" for details.

BACKLOG

The following table summarizes our backlog (in thousands):

    

December 31, 

December 31, 

Change

    

2021

    

2020

    

Dollar

    

Percent

Backlog

$

927,810

$

290,681

$

637,129

219.2

%

GROSS PROFIT

Gross profit increased $226.2decreased $9.5 million to $532.3 million, or 36.6% of revenue, as compared to $541.9 million, or 38.3%, in 2020 as compared to $315.7 million, or 40.0%, in 2019.the prior year. The decrease in gross profit as a percent of revenue is largely related to higher material and freight costs. Additional drivers of our decrease in gross profit include productivity inefficiencies resulting from supply constraints, COVID-19 capacity restrictions, and the mixtransition of embedded power products acquired from Artesyn, which carry a lower gross margin,our Shenzhen, PRC manufacturing to Penang, Malaysia. These decrease drivers were partly offset partially by the impact of increased volume from our organicand favorable product mix, improvements in material cost, and synergies from the combined company. Gross profit in 2020 includes $160.8 million from our acquisitions of Artesyn. Gross profit in 2019 includes $44.8 million associated with our acquisition of Artesyn.mix.

OPERATING EXPENSE

Research and Development

We perform research and development ("R&D") of products&D to develop new or emerging applications, technological advances to provide higher performance, lower cost, or other attributes that we may expect to advance our customers’ products.significant enhancements. We believe that continued development of technological applications, as well as enhancements to existing products and related software to support customer requirements, are critical for us to compete in the markets we serve. Accordingly, we devote significant personnel and financial resources to the development of new products and the enhancement of existing products, and we expect these investments to continue.

R&D expenses in 2020 increased $42.5$17.9 million to $161.8 million, as compared to $144.0 million from $101.5 million in 2019,the prior year. The increase in research and decreased as a percentage of total revenue to 10.2% in 2020 from 12.9% in 2019. R&D expenses in 2020 include $47.2 million from our acquisition of Artesyn. R&D expenses in 2019 include $14.2 million from our acquisition of Artesyn. R&D excluding the acquisition of Artesyn increased $9.7 million primarily due development expense is related to increased payroll, consultingheadcount and materialassociated costs, outside technical services, and supplies costsengineering materials as we invested in new programs to maintain and increase our technological leadership and provide solutions to our customers’ evolving needs.needs. Our recent acquisitions of Versatile Power and TEGAM resulted in a combined increase of $2.5 million to R&D expenses. See Note 2: Acquisitions in Part II, Item 8 "Financial Statements and Supplementary Data" for additional details.

Selling, General and Administrative

Our selling expenses support domestic and international sales and marketing activities that include personnel, trade shows, advertising, third-party sales representative commissions, and other selling and marketing activities. Our general and administrative expenses support our worldwide corporate, legal, tax, financial, governance, administrative, information systems, and human resource functions in addition to our general management, including acquisition-relatedacquisition related activities.

Selling, general and administrative ("SG&A") expenses in 2020 increased $46.0 million to $188.6 million from $142.6 million in 2019 and decreased as a percentage of total revenue to 13.3% in 2020 from 18.1% in 2019. SG&A expenses include $57.0 million from our acquisition of Artesyn. SG&A expenses in 2019 include $19.3 million from our acquisition of Artesyn. Organic SG&A expenses increased by $8.3 million primarily due to increased incentive and stock-based compensation, offset partially by decrease in reserve for credit losses related to prior year credit exposure in the PRC as a result of deferred programs due in part to COVID-19, and lower headcount, professional services, and synergies related to the Artesyn integration.

Amortization of Intangibles

Amortization expense in 2020 increased $8.0 million to $20.1 million from $12.2 million in 2019. The increase in 2020 is primarily driven by incremental amortization of intangible assets for a full year related to our acquisition of Artesyn.

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Selling, general and administrative ("SG&A") expenses increased $3.4 million to $192.0 million, as compared to $188.6 million in the prior year. The increase in SG&A is principally related to acquisition related activity partially offset by a reduction in variable compensation. See Note 2: Acquisitions in Part II, Item 8 "Financial Statements and Supplementary Data" for additional details.

Amortization of Intangibles

Amortization expense increased $1.9 million to $22.1 million, as compared to $20.1 million in the prior year. The increase in 2021 was primarily driven by incremental amortization of newly acquired intangible assets. For additional information, see Note 13. Intangible Assets in Part II, Item 8 "Financial Statements and Supplementary Data."

Restructuring

Restructuring charges relate to previously announced management plans to optimize our manufacturing footprint to lower-costlower cost regions, improvements in operating efficiencies, and synergies related to acquisitions. For the year ended December 31, 2020, we incurred $13.2 million in restructuring charges which relate to severance costs for the transition and exit of our facility in Shenzhen, PRC and actions associated with Artesyn synergies. Refer toadditional information, see Note 14. Restructuring Costs in Part II, Item 8. Financial8 "Financial Statements and Supplementary Data."

Other Income (Expense), net

Other income (expense), net consists primarily of interest income and expense, foreign exchange gains and losses, gains and losses on sales of fixed assets, and other miscellaneous items.

Other income (expense), net was ($3.0) million in 2021, as compared to ($17.9) million in 2020, as compared to $12.8 million in 2019. In May 2019 we sold our central solar inverter repair and service operation and recorded a one-time gain of $14.8 million. Other income (expense) excluding the effect of the sale of the central inverter service and repair business was ($2.0) million in 2019.prior year. The increase in other income (expense)decrease between periods is primarily due to foreign exchange losses as our exposure to foreign currencies increased with the Artesyn acquisition and higherdecreased interest expense related to a full year ofour term note due to lower interest in 2020 compared to approximately four months interest in the second half of 2019rates, as well as more favorable impacts from foreign exchange rate changes and gains on certain acquisition related to the debt issued in connection with the acquisition of Artesyn.

reserves.

Provision for Income Taxes

In 2020, we recorded income tax expense for our continuing operations of $23.0 million or an(in thousands)

Years Ended December 31,

2021

    

2020

    

2019

Income from continuing operations, before income taxes

$

148,711

$

158,147

$

67,194

Provision for income taxes

$

14,004

$

22,996

$

10,699

Effective tax rate

9.4

%

14.5

%

15.9

Our effective tax rate of 14.5%. Income tax expense in 2019 was $10.7 million or an effective tax rate of 15.9%. The 2020 effective tax rate differsrates differ from the U.S. federal statutory rate of 21% for the years ended December 31, 2021, 2020, and 2019, primarily due to the benefit of earnings in foreign jurisdictions which are subject to lower tax rates, as well as reductions in uncertain tax positions and tax credits, offset by net U.S. tax on foreign operations, withholding taxes, and withholding taxes.audit settlements. The effective tax rate for 2021 was lower than the same period in 2020, primarily due to the mix of discrete events between the two periods.

Discontinued Operations

In December 2015, we completedOur future effective income tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles, or interpretations thereof, and the wind down of engineering, manufacturing, and salesgeographic composition of our solar inverter product line (the "inverter business"). Accordingly, the results ofpre-tax income. We carefully monitor these factors and adjust our inverter business have been reflected as "Income (loss) from discontinued operations, net ofeffective income taxes" on our Consolidated Statements of Operations for all periods presented herein.

The effect of our sales of the remaining extended inverter warranties to our customers continues to be reflected in deferred revenue in our Consolidated Balance Sheets. Deferred revenue for extended inverter warranties and the associated costs of warranty service will be reflected in Sales and Cost of goods sold, respectively, from continuing operations in future periods in our Consolidated Statements of Operations, as the deferred revenue is earned, and the associated services are rendered. Extended warranties related to the inverter product line are no longer offered.

In May 2019, we divested our grid-tied central solar inverter repair and service operation. In conjunction with the divesture, the initial product warranty for the previously sold grid-tied central solar inverters was transferred to the buyer. Accordingly, a gain of $8.6 million net of tax expense of $2.4 million was recognized in Other income (expense), net and Provision (benefit) for income taxes, respectively, in our discontinued operations for the year December 31, 2019. Operating income from discontinued operations for the year ended December 31, 2020 and 2019, also includes the impacts of changes in our estimated product warranty liability, the recovery of accounts receivable and foreign exchange gain or (losses).

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Table of Contents

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

Years Ended December 31, 

    

2020

    

2019

Sales

$

$

Cost of sales

 

 

(901)

Total operating expense

 

620

 

1,022

Operating income (loss) from discontinued operations

 

(620)

 

(121)

Other income (expense)

 

65

 

10,895

Income (loss) from discontinued operations before income taxes

 

(555)

 

10,774

Provision (benefit) for income taxes

 

(134)

 

2,294

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

$

(421)

$

8,480

rate accordingly.

Non-GAAP Results

Management uses non-GAAP operating income and non-GAAP EPSearnings 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, 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 in accordance with U.S. GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. However,

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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.

The non-GAAP results presented below exclude the impact of non-cash related charges, such as stock-based compensation and amortization of intangible assets. In addition, they exclude discontinued operations and other non-recurring items such as acquisition-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 and effect of adoption of the Tax Cuts and Jobs Act.

Reconciliation of Non-GAAP measure - operating expenses and operating income from continuing operations, excluding certain items (in thousands)

Years Ended December 31, 

    

2020

    

2019

Reconciliation of non-GAAP measure - operating expenses and operating income from

Years Ended December 31, 

continuing operations, excluding certain items (in thousands)

    

2021

    

2020

Gross profit from continuing operations, as reported

$

541,869

$

315,652

$

532,322

$

541,869

Adjustments to gross profit:

 

 

  

 

 

  

Stock-based compensation

 

567

 

525

 

764

 

567

Facility expansion, relocation costs and other

 

4,349

 

3,891

 

6,189

 

4,349

Acquisition-related costs

5,381

8,290

3,585

5,381

Non-GAAP gross profit

 

552,166

 

328,358

 

542,860

 

552,166

Non-GAAP gross margin

39.0%

41.6%

 

37.3%

 

39.0%

Operating expenses from continuing operations, as reported

365,846

261,264

380,641

365,846

Adjustments:

 

 

 

 

Amortization of intangible assets

 

(20,129)

 

(12,168)

 

(22,060)

 

(20,129)

Stock-based compensation

 

(11,705)

 

(6,803)

 

(14,975)

 

(11,705)

Acquisition-related costs

 

(10,209)

 

(12,002)

 

(6,803)

 

(10,209)

Facility expansion, relocation costs and other

 

(2,213)

 

(948)

 

(229)

 

(2,213)

Restructuring charges

 

(13,166)

 

(5,038)

 

(4,752)

 

(13,166)

Non-GAAP operating expenses

308,424

224,305

331,822

308,424

Non-GAAP operating income

$

243,742

$

104,053

$

211,038

$

243,742

Non-GAAP operating margin

17.2%

13.2%

 

14.5%

 

17.2%

Reconciliation of non-GAAP measure - income from continuing operations,

Year Ended December 31, 

excluding certain items (in thousands, except per share amounts)

    

2021

    

2020

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

$

134,663

$

135,096

Adjustments:

 

  

 

  

Amortization of intangible assets

 

22,060

 

20,129

Acquisition-related costs

 

10,388

 

15,590

Facility expansion, relocation costs, and other

 

6,418

 

6,562

Restructuring charges

 

4,752

 

13,166

Unrealized foreign currency (gain) loss

(3,543)

8,384

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

(2,186)

716

Tax effect of non-GAAP adjustments

(1,346)

(7,611)

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

171,206

192,032

Stock-based compensation, net of taxes

12,042

9,418

Non-GAAP income, net of income taxes

$

183,248

$

201,450

Non-GAAP diluted earnings per share

$

4.78

$

5.23

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Reconciliation of Non-GAAP measure – income from continuing operations, excluding certain items (in thousands)

Years Ended December 31, 

    

2020

    

2019

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

$

135,096

$

56,461

Adjustments:

 

  

 

  

Amortization of intangible assets

 

20,129

 

12,168

Acquisition-related costs

 

15,590

 

20,292

Facility expansion, relocation costs and other

 

6,562

 

4,838

Restructuring charges

 

13,166

 

5,038

Unrealized foreign currency (gain) loss

8,384

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

716

(29)

Central inverter services business sale

(13,737)

Tax effect of non-GAAP adjustments

 

(7,611)

 

3,206

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

192,032

88,237

Stock-based compensation, net of taxes

9,418

5,627

Non-GAAP income, net of income taxes

$

201,450

$

93,864

Non-GAAP diluted earnings per share

$

5.23

$

2.44

Impact of Inflation

In recent years, inflation has not had a significant impact on our operations. However, more recently we are experiencing price increases in select components driven by higher global demand, supply chain disruptions, and increased freight costs. We continuously monitor operating price increases, particularly in connection with the supply of component parts used in our manufacturing process. To the extent permitted by competition, we pass increased costs on to our customers by increasing sales prices over time. Sales price increases, however, were not significantFrom time to time, we may also reduce prices to customers based on reductions in anythe cost structure of the years presented herein.our products from cost improvement initiatives and decreases in component part prices.

Liquidity and Capital Resources

Liquidity

We believe that 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 are our available cash, investments, and cash generated from current operations.operations, and available borrowing capacity under the Revolving Facility (defined below).

On December 31, 2020,2021, we had $483.0$546.7 million in cash, cash equivalents, and marketable securities.

We believe that our current cash levels and our cash flows from future operationsthe above sources of liquidity will be adequate to meet anticipated working capital needs, anticipated levels of capital expenditures, and contractual obligations, debt repayment, share repurchase programs, and dividends for the next twelve months.

On December 31, 2020, we had $179.6 million in cash, cash equivalents,months and marketable securities held by foreign subsidiaries. Ason a resultlong-term basis. We may, however, depending upon the number or size of the recent Tax Act, we have provided for U.S. tax on certain foreign unremitted earnings. Accordingly, cash relatedadditional acquisitions, seek additional financing from time to these unremitted earnings could be repatriated to the U.S. with minimal additional taxes. Additional taxes would include foreign withholding taxes and U.S. state income taxes. During 2018 and 2019, the Company changed its policy regarding indefinite investment of unremitted earnings and recognized the tax expense associated with this change in election. Consistent with the Company’s capital deployment initiatives, the Company intends to utilize foreign cash to expand our operations through internal growth and strategic acquisitions, provide for service of existing debt, and opportunistically return cash to stockholders.time.

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Table of Contents

Credit Facility

In September 2019, in connection with the acquisition of Artesyn in 2019, the CompanyAcquisition Agreement, we entered into a credit agreement (“("Credit Agreement") that provided aggregate financing of $500.0 million, consisting of a $350.0 million senior unsecured term loan facility (the "Term Loan Facility") and a $150.0 million senior unsecured revolving facility ("Revolving(the "Revolving Facility"). Both and together with the Term Loan Facility, and Revolvingthe "Credit Facility").

In April 2020, we executed interest rate swap contracts with independent financial institutions to partially reduce the variability of cash flows in LIBOR indexed debt interest payments on our Term Loan Facility mature on(under our existing Credit Agreement dated September 10, 2024. On December 31, 2020, we had $150.0 million in available funding under2019, as amended). The interest rate swap contracts fixed a portion of the Revolving Facility.outstanding principal balance on our term loan to a total interest rate of 1.271%. See Note 21. Credit Facility8. Derivative Financial Instruments in Part II, Item 8 "Financial Statements and Supplemental Data" for additional information.

In September 2021, we amended the Credit Agreement whereby we borrowed an additional $85.0 million, which increased the aggregate amount outstanding under the Term Loan Facility to $400.0 million. In addition, we increased the Revolving Facility capacity by $50.0 million to $200.0 million. Both the Term Loan Facility and Revolving Facility mature on September 9, 2026.

On December 31, 2021, 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. For more information on the Credit Facility, see Note 21. Credit Facility and Note 8. Derivative Financial Instruments in Part II, Item 8 "Financial Statements and Supplemental Data" for additional information.

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Table of Contents

Dividends

We have not declared or paid any cash dividends on our capital stock in our history as a public company. However, onIn December 15, 2020, ourthe Board approved the initiation of a cash dividend program under which we began paying and intend to continue to pay a regular quarterly cash dividend of $0.10 per share starting inof capital stock. In March 2021, we paid the first quarter of 2021. On February 1,quarterly cash dividend since our inception as a public company. During 2021, the Board declared a quarterly dividend of $0.10 per share payable to shareholders of record as of February 22, 2021.we paid cash dividends totaling $15.4 million. Future dividend payments are subject to approval by the Board.Board's future discretion and approval.

Share Repurchase

To execute the repurchase of shares of our common stock, we periodically enter into stock repurchase agreements. The following table summarizes these repurchases:

Years Ended December 31, 

(in thousands, except per share amounts)

    

2021

    

2020

Amount paid to repurchase shares

$

78,125

$

11,630

Number of shares repurchased

 

901

 

244

Average repurchase price per share

$

86.76

$

47.75

Remaining authorized by Board of Directors for future repurchases as of period end

$

128,377

$

38,369

On December 18, 2019,July 29, 2021, the Board authorizedapproved an increase to remove the expiration date to the Company’s common stock share repurchase program, and increasewhich authorized the authorized amount by $25.1 million, which increased the. authorizationCompany to repurchase shares up to a total$200 million in shares of $50.0 million. As of December 31, 2020, a total of $38.4 million remained available for future share repurchases. During the year ended December 31, 2020, we repurchased 244 thousand shares for $11.6 million at an average price of $47.75 per share. There wereour common stock with no share repurchases during the year ended December 31, 2019.time limitation.

Cash Flows

A summary of our cash from operating, investing, and financing activities iswas as follows (in thousands):

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

2021

    

2020

Net cash from operating activities from continuing operations

$

202,159

$

47,899

$

140,914

$

202,159

Net cash from operating activities from discontinued operations

 

(923)

 

493

 

(669)

 

(923)

Net cash from operating activities

 

201,236

 

48,392

 

140,245

 

201,236

Net cash from investing activities from continuing operations

 

(42,840)

 

(393,847)

 

(47,302)

 

(42,840)

Net cash from financing activities from continuing operations

 

(29,612)

 

338,840

 

(25,372)

 

(29,612)

Effect of currency translation on cash

 

5,143

 

(1,496)

Increase (decrease) in cash and cash equivalents

 

133,927

 

(8,111)

Effect of currency translation on cash and cash equivalents

 

(3,567)

 

5,143

Increase in cash and cash equivalents

 

64,004

 

133,927

Cash and cash equivalents, beginning of period

 

346,441

 

354,552

 

480,368

 

346,441

Cash and cash equivalents, end of period

$

480,368

$

346,441

$

544,372

$

480,368

Net cash from operating activities

Net cash from operating activities in 2020 was $201.2 million, an increase of $152.8 million, or 315.7% compared to $48.4 million in 2019. The increase in net cash from operating activities was primarily due to overall increases in sales and net income.Cash From Operating Activities

Net cash from operating activities was $140.9 million, a decrease of $61.3 million, compared to $202.2 million in the fourth quarter and full year of 2019prior year. The decrease in net cash flows from operating activities as compared to 2020 was impacteddue to an unfavorable increase in net operating assets driven primarily by net payments for acquisition related activities and assumed liabilities of approximately ($27.0) million,our increased investment in inventory as we attempted to mitigate supply chain constraints. This was partially offset by receipt of approximately $10.0 millionan increase in cash related to the transfer of inventory and other current assets to Smart Global Holdings, Inc. in connection with the completion of the pre-acquisition carve-out of Artesyn’s embedded computing business.accounts payable.

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Net Cash From Investing Activities

Net cash from investing activities in 2021 was ($47.3) million, driven by the following:

($31.9) million in purchases of property and equipment as we invested in our manufacturing footprint and capacity;
($21.5) million for business combinations; and
$6.1 million related to receipts on notes receivable and proceeds from sale of assets.

Net cash from investing activities in 2020 was ($42.8) million, compared to ($393.8) million in 2019. Net cash from investing activities in 2020 includes ($36.5) million in purchases of property and equipment as we invested in our manufacturing footprint and capacity, and ($5.5) millionprimarily related to business acquisitions. investment in facilities and capacity.

Net cash from investing activities in 2019 includes ($366.1) million associated with the acquisition of Artesyn.Cash From Financing Activities

Net cash from financing activities in 2021 was ($25.4) million and included:

$83.7 million in proceeds from borrowings, net of debt-issuance costs paid;
($15.4) million for dividend payments;
($13.8) million for repayment of long-term debt;
($78.1) million related to repurchases of our common stock; and
$ (1.8) million in net payments related to stock-based award activities.

NetThe net cash from financing activities in 2020 was ($29.6) million which consists primarily of ($17.5) million in principal repayments on our Term Loan Facility and ($11.6) million in stock repurchases. The net cash from financing activities in 2019 was $338.8 million which included the effect of cash proceeds of $350.0 million, net of financing costs of ($2.5) million, from our Term Loan Facility, partially offset by ($8.8) million in principal repayments.included:

($17.5) million for repayment of long-term debt;
($11.6) million related to repurchases of our common stock; and ($0.5) million related to stock-based award activities.

Off-Balance Sheet Arrangements

As of December 31, 2020,2021, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

Contractual Obligations

The following table sets forthIn the normal course of business, we enter into contracts and commitments that obligate us to make payments in the future. Information regarding our future payments due under contractual obligations asrelating to income taxes, lease obligations, pension liabilities, and debt are provided in Note 5. Income Taxes, Note 16. Leases, Note 17. Pension Liability and Note 21. Credit Facility, respectively, in Part II, Item 8 "Financial Statements and Supplementary Data."

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Table of December 31, 2020 (in thousands):Contents

    

    

    

    

    

More

Less than

than 5

    

Total

1 year

1-3 years

3-5 years

years

Debt obligations(1)

$

323,750

$

17,500

$

35,000

$

271,250

$

Interest payments associated with debt obligations(1)

13,956

4,038

7,478

2,440

Operating lease obligations(2)

148,471

21,916

30,397

22,936

73,222

Purchase obligations(3)

 

191,765

 

191,205

 

560

 

 

Income tax obligations(4)

 

10,608

1,117

3,211

6,280

Pension funding commitment(5)

 

60,701

2,255

4,156

5,192

49,098

Total

$

749,251

$

238,031

$

80,802

$

308,098

$

122,320

(1)Our debt obligations consist of principal and interest repayments due on our Credit Facility based on current interest rates.
(2)Amounts represent the minimum contractual cash commitments, including the effects of fixed rental escalation clauses and deferred rent, exclusive of certain contingent rents that are not determinable for future periods.
(3)Our purchase obligations consist of purchase commitments with various manufacturing suppliers to ensure the availability of components.
(4)Income tax obligations are a result of the Tax Act and include a transition tax on unremitted foreign earnings and profits, of which we have elected to pay the estimated amount over an eight-year period.
(5)Our pension funding commitments represent the amounts that we are required to pay to fund our pension plan obligations.

Recent Accounting Pronouncements

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, is not expected to have a material impact on our consolidated financial statements upon adoption.

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To understand the impact of recently issued guidance, whether adopted or to be adopted, please review the information provided in Note 1. Operations and Summary of Significant Accounting Policies and Estimates in Part II, Item 8 "Financial Statements and Supplementary Data."

ITEM 7A.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk and Risk Management

In the normal course of business, we have exposures to interest rate risk from our investments, credit facility, and foreign exchange rate risk related to our foreign operations and foreign currency transactions.

Interest Rate Risk

Our market risk exposure relates to changes in interest rates in our investment portfolio and credit facility. We generally place our investments with high-credit quality issuers and by policy are averse to principal loss and seek to protect and preserve our invested funds by limiting default risk, market risk, and reinvestment risk.

As of December 31, 2020, our investments consisted primarily of certificates of deposit with maturity of less than one year. As a measurement of the sensitivity of our portfolio and if our investment portfolio balances remain constant, a hypothetical decrease of 100 basis points (1%) in interest rates would decrease annual pre-tax earnings by a nominal amount.

As of December 31, 2020, we had $323.8 million of borrowings under our Credit Facility at a rate based on a reserve adjusted Eurodollar Rate or a Base Rate plus an applicable margin. Our quarterly commitments of interest payments are impacted by an increase or decrease of interest rate fluctuations.

In April 2020, the Company executed interest rate swap contracts with independent financial institutions to partially reduce the variability of cash flows in LIBOR indexed debt interest payments on our Term Loan Facility (under the Company’s existing Credit Agreement dated as of September 10, 2019). These transactions are accounted for as cash flow hedging instruments.

The interest rate swap contracts fixed 85% of the outstanding principal balance on our term loan to a total interest rate of 1.271%. This is comprised of 0.521% average fixed rate per annum in exchange for a variable interest rate based on one-month USD-LIBOR-BBA plus the credit spread in the Company’s existing Credit Agreement, which is 75 basis points at current leverage ratios.

If our $323.8 million in borrowings had been outstanding for the full year ended December 31, 2020, a hypothetical increase of 100 basis points (1%) in interest rates would increase our commitments by $3.2 million.

Foreign Currency Exchange Rate Risk

We are impacted by changes in foreign currency exchange rates through sales 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 USD, EUR, KRW, TWD, ILS, GBP,United States Dollar (USD), Euro, South Korean Won, New Taiwan Dollar, Japanese Yen, Pound Sterling, and CNY.Chinese Yuan. Our purchasing and sales activities are primarily denominated in the USD, JPY, EUR,Japanese Yen, Euro, and CNY. We may be impacted by changesChinese Yuan.

Currency exchange rates vary daily and often one currency strengthens against the USD while another currency weakens. Because of the complex interrelationship of the worldwide supply chains and distribution channels, it is difficult to quantify the impact of a change in the relative buying power of our customers, which may impact sales volumes either positivelyone or negatively. more particular exchange rates.

As these currencies fluctuate against each other and other currencies, we are exposed to foreign currency exchange rate risk on sales, purchasing transactions, and labor. Exchange rate fluctuations could require us to increase prices to foreign customers, which could result in lower net sales. Alternatively, if we do not adjust the prices for our products in response to unfavorable currency fluctuations, our results of operations could be adversely impacted. Changes in the relative buying power of our customers may impact sales volumes.

Acquisitions are a large component of our capital deployment strategy. A significant number of acquisition target opportunities are located outside the U.S., and their value may be denominated in foreign currency. Changes in exchange rates therefore may have a material impact on their valuation in USD and may impact our view of their attractiveness.

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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

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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 reported financial results of operations, includingmarket risk exposure relates primarily to changes in interest rates on our Credit Facility. The following table summarizes borrowings (in thousands) under our Credit Facility and the reported valueassociated interest rate.

    

December 31, 2021

Balance

    

Interest Rate

    

Unused Line Fee

Term Loan Facility subject to a fixed interest rate

$

255,719

1.271%

Term Loan Facility subject to a variable interest rate

139,281

0.890%

Revolving Facility subject to a variable interest rate

0.890%

0.10%

Total borrowings under the Credit Agreement

$

395,000

For more information on the Term Loan Facility see Note 21. Credit Facility in Part II, Item 8 "Financial Statements and Supplementary Data." For more information on the interest rate swap that fixes the interest rate for a portion of our assetsTerm Loan Facility, see Note 8. Derivative Financial Instruments in Part II, Item 8 "Financial Statements and liabilities,Supplementary Data." The Term Loan Facility and Revolving Facility bear interest, at our option, at a rate based on a reserve adjusted "Eurodollar Rate" or "Base Rate," as defined in the Credit Agreement, plus an applicable margin.

Our interest payments are also impacted by changes in foreign currency exchange rates. Assets and liabilities of substantially allinterest rate fluctuations. With respect to the portion of our subsidiaries outside the U.S. are translated at period endCredit Facility that is subject a variable interest rate, a hypothetical increase of 100 basis points (1%) in interest rates of exchange for each reporting period. Operating resultswould have a $1.4 million annual impact on our interest expense. A change in interest rates does not have a material impact upon our future earnings and cash flow statements are translated at weighted-averagefor fixed rate debt. However, increases in interest rates of exchange during each reporting period. Although these translation changes have no immediate cashcould impact the translation changes may impact future borrowing capacity,our ability to refinance existing maturities and overall value of our net assets.

Currency exchange rates vary daily and often one currency strengthens against the USD while another currency weakens. Because of the complex interrelationship of the worldwide supply chains and distribution channels, it is difficult to quantify the impact of a change in one or more particular exchange rates.

Effect of currency translationacquire additional debt on cash

The effect of foreign currency translations on cash had a $5.1 million favorable impact for the year ended December 31, 2020 compared to a $1.5 million unfavorable impact for the year ended December 31, 2019. Our foreign operations primarily sell product and incur expenses in the related local currency. Exchange rate fluctuations could require us to increase prices to foreign customers, which could result in lower net sales by us to such customers. Alternatively, if we do not adjust the prices for our products in response to unfavorable currency fluctuations, our results of operations could be adversely impacted. The functional currencies of our worldwide operations include U.S. dollar ("USD") and the currencies noted in the table below. Our purchasing and sales activities are primarily denominated in USD, CNY, EUR, and JPY.terms.

The change in these key currency rates are as follows:

Years Ended December 31, 

From

    

To

    

2020

    

2019

    

Canadian Dollar (CAD)

USD

 

2.2

%  

4.7

%  

Swiss Franc (CHF)

USD

 

9.6

%  

1.7

%  

Chinese Yuan (CNY)

USD

 

6.7

%  

(1.3)

%  

Danish Krone (DKK)

USD

 

9.8

%  

(2.1)

%  

Euro (EUR)

USD

 

9.4

%  

(2.0)

%  

Pound Sterling (GBP)

USD

 

3.5

%  

3.5

%  

Israeli New Shekel (ILS)

USD

 

7.6

%  

8.5

%  

India Rupee (INR)

USD

 

(2.4)

%  

(2.5)

%  

Japanese Yen (JPY)

USD

 

5.3

%  

1.2

%  

South Korean Won (KRW)

USD

 

6.3

%  

(3.6)

%  

Philippine Peso (PHP)

USD

5.6

%  

3.5

%  

Singapore Dollar (SGD)

USD

 

1.8

%  

1.3

%  

New Taiwan Dollar (TWD)

USD

 

6.7

%  

N/A

%  

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ITEM 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 42)

47

Report of Grant Thornton LLP, Independent Registered Public Accounting Firm

4948

Consolidated Balance Sheets

50

Consolidated Statements of Operations

51

Consolidated Statements of Comprehensive Income

52

Consolidated Statements of Stockholders’ Equity

53

Consolidated Statements of Cash Flows

54

Notes to Consolidated Financial Statements

55

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Report of IndInependentdependent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Advanced Energy Industries, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Advanced Energy Industries, Inc. (the Company) as of December 31, 20202021 and 2019,2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the twothree years in the period ended December 31, 2020,2021, and the related notes (collectively referred to as the "consolidated“consolidated financial statements"statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20202021 and 2019,2020, and the results of its operations and its cash flows for each of the twothree years in the period ended December 31, 2020,2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020,2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23,2021March 16, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on

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the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for income taxes

Description of the Matter

As described in Notes 1 and 5 to the consolidated financial statements, the Company is subject to income taxes in the U.S. and numerous foreign jurisdictions, which affect the Company’s provision for income taxes. Specifically, the Company is entitled to claim US   foreign tax credits for taxes paid in international tax paying jurisdictions. The Company is also subject to taxation of global intangible low-taxed income (GILTI) earned by foreign subsidiaries. For the year ended December 31, 2020, the Company’s provision for income taxes was $23.0 million.

Auditing the Company's provision for income taxes, particularly the effects of foreign tax credits and GILTI, was especially challenging because interpretation of the relevant foreign tax regulations and the application of these interpretations to the calculation of the foreign tax credits and GILTI is highly complex.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s accounting for income taxes. For example, we tested controls over management’s identification and assessment of changes in applicable tax regulations. We also tested controls over the calculation of the foreign tax credits and GILTI, including review of the completeness and accuracy of the inputs and underlying data.

To test the Company’s provision for income taxes, we performed audit procedures that included, among others, evaluating the Company's assessment of applicable tax regulations and testing the calculation of the provision, including the completeness and accuracy of the underlying data. We also evaluated the Company’s significant assumptions and the completeness and accuracy of the data used to determine the amount of the foreign tax credits and GILTI, including foreign earnings and profits, and tested the accuracy of such calculations. As part of these procedures, we engaged tax subject matter professionals with knowledge of and experience with international and local income tax laws to evaluate the application of these regulations to the Company’s tax positions. We have also evaluated the Company’s income tax disclosures included in Note 5 of the consolidated financial statements in relation to these matters.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2019.

Denver, Colorado

February 23, 2021

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Advanced Energy Industries, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows of Advanced Energy Industries Inc. (a Delaware corporation) (and subsidiaries) (the "Company") for the year ended December 31, 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for income taxes

Description of the Matter

For the year-ended December 31, 2021, the Company recognized a provision for income taxes of $14.0 million. As described in Notes 1 and 5 to the consolidated financial statements, the Company is subject to income taxes in the United States and various foreign jurisdictions, which affect the Company’s provision for income taxes. Management exercises judgment in interpretation and application of complex tax law when determining the Company’s provision for income taxes.

Evaluating management’s application of current tax regulations in various tax jurisdictions and the impact of those regulations on the Company’s foreign and United States federal income tax provisions required complex auditor judgment and the use of tax subject matter professionals with specialized skills.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s accounting for income taxes. For example, we tested controls over management’s review of the tax provision which includes their review of the underlying data used in the provision, foreign income inclusions reflected in the United States federal income tax provision and the basis by which the Company achieves certain tax holidays in foreign jurisdictions.

To test the Company’s provision for income taxes, we performed audit procedures that included, among others, testing the calculation of the provision, including the completeness and accuracy of the underlying data. We tested the tax rates used by management in the computation of the provision including compliance with tax holiday requirements. We assessed the reasonableness of profit margin by tax jurisdiction related to intercompany transactions. We also tested calculations of foreign income inclusions included in the Company’s United States federal income tax provision. As part of these procedures, we engaged tax subject matter professionals with knowledge of and experience with international and local income tax laws to evaluate the application of these regulations to the Company’s tax positions. We have also evaluated the Company’s income tax disclosures included in Note 5 of the consolidated financial statements in relation to these matters.

/s/ GRANT THORNTONErnst & Young LLP

We have served as the Company’s auditor from 2004 tosince 2019.

Denver, Colorado

February 21, 2019March 16, 2022

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ADVANCED ENERGY INDUSTRIES, INC.

Consolidated Balance Sheets

(In thousands, except per share amounts)

December 31, 

    

2020

    

2019

ASSETS

 

  

 

  

 

Current assets:

 

  

 

  

 

Cash and cash equivalents

$

480,368

$

346,441

Marketable securities

 

2,654

 

2,614

Accounts and other receivable, net

 

235,178

 

246,564

Inventories

 

221,346

 

230,019

Income taxes receivable

 

4,804

 

4,245

Other current assets

35,899

36,855

Total current assets

 

980,249

 

866,738

Property and equipment, net

 

114,731

 

108,109

Operating lease right-of-use assets

103,858

105,404

Deposits and other assets

 

19,101

 

22,556

Goodwill

 

209,983

 

202,932

Intangible assets, net

 

168,939

 

184,011

Deferred income tax assets

50,801

42,656

TOTAL ASSETS

$

1,647,662

$

1,532,406

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

Current liabilities:

 

 

Accounts payable

$

125,224

$

170,671

Income taxes payable

 

11,850

 

9,687

Accrued payroll and employee benefits

 

63,487

 

51,545

Other accrued expenses

 

49,565

 

41,691

Customer deposits and other

 

12,179

 

10,926

Current portion of long-term debt

17,500

17,500

Current portion of operating lease liabilities

16,592

18,312

Total current liabilities

 

296,397

 

320,332

Long-term debt

304,546

321,527

Operating lease liabilities

95,993

90,538

Pension benefits

80,447

68,169

Deferred income tax liabilities

 

10,088

 

9,952

Uncertain tax positions

 

12,839

 

16,055

Long-term deferred revenue

 

7,352

 

8,011

Other long-term liabilities

24,660

20,562

Total liabilities

 

832,322

 

855,146

Commitments and contingencies (Note 19)

 

 

Stockholders' equity:

 

 

Preferred stock, $0.001 par value, 1,000 shares authorized, NaN issued and outstanding

 

 

Common stock, $0.001 par value, 70,000 shares authorized; 38,293 and 38,358 issued and outstanding on December 31, 2020 and December 31, 2019, respectively

 

38

 

38

Additional paid-in capital

 

105,009

 

104,849

Accumulated other comprehensive loss

 

(2,605)

 

(5,897)

Retained earnings

 

712,297

 

577,724

Advanced Energy stockholders' equity

 

814,739

 

676,714

Noncontrolling interest

 

601

 

546

Total stockholders’ equity

 

815,340

 

677,260

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

1,647,662

$

1,532,406

December 31, 

December 31, 

    

2021

    

2020

ASSETS

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

544,372

$

480,368

Marketable securities

 

2,296

 

2,654

Accounts and other receivable, net

 

237,227

 

235,178

Inventories

 

338,410

 

221,346

Income taxes receivable

 

10,768

 

4,804

Other current assets

29,161

35,899

Total current assets

 

1,162,234

 

980,249

Property and equipment, net

 

114,830

 

114,731

Operating lease right-of-use assets

101,769

103,858

Deposits and other assets

 

19,669

 

19,101

Goodwill

 

212,190

 

209,983

Intangible assets, net

 

159,406

 

168,939

Deferred income tax assets

47,242

50,801

TOTAL ASSETS

$

1,817,340

$

1,647,662

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

Current liabilities:

 

 

Accounts payable

$

193,708

$

125,224

Income taxes payable

 

9,226

 

11,850

Accrued payroll and employee benefits

 

55,833

 

63,487

Other accrued expenses

 

53,445

 

49,565

Customer deposits and other

 

22,141

 

12,179

Current portion of long-term debt

20,000

17,500

Current portion of operating lease liabilities

15,843

16,592

Total current liabilities

 

370,196

 

296,397

Long-term debt, net

372,733

304,546

Operating lease liabilities

95,180

95,993

Pension benefits

67,255

80,447

Deferred income tax liabilities

 

9,921

 

10,088

Uncertain tax positions

 

5,940

 

12,839

Long-term deferred revenue

 

6,200

 

7,352

Other long-term liabilities

18,419

24,660

Total liabilities

 

945,844

 

832,322

Commitments and contingencies (Note 19)

 

 

Stockholders' equity:

 

 

Preferred stock, $0.001 par value, 1,000 shares authorized, NaN issued and outstanding

 

 

Common stock, $0.001 par value, 70,000 shares authorized; 37,589 and 38,293 issued and outstanding at December 31, 2021 and 2020, respectively

 

38

 

38

Additional paid-in capital

 

115,706

 

105,009

Accumulated other comprehensive loss

 

(1,216)

 

(2,605)

Retained earnings

 

756,323

 

712,297

Advanced Energy stockholders' equity

 

870,851

 

814,739

Noncontrolling interest

 

645

 

601

Total stockholders’ equity

 

871,496

 

815,340

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

1,817,340

$

1,647,662

The accompanying notes are an integral part of these consolidated financial statements

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ADVANCED ENERGY INDUSTRIES, INC.

Consolidated Statements of Operations

(In thousands, except per share amounts)

Years Ended December 31, 

    

2020

    

2019

    

2018

Years Ended December 31, 

Sales, net:

 

  

 

  

 

  

Product

$

1,296,867

$

678,061

$

610,326

Services

 

118,959

 

110,887

 

108,566

Total sales, net

 

1,415,826

 

788,948

 

718,892

Cost of sales:

 

 

  

 

  

Product

 

816,329

 

416,976

 

298,597

Services

 

57,628

 

56,320

 

54,688

Total cost of sales

 

873,957

 

473,296

 

353,285

    

2021

    

2020

    

2019

Sales, net

$

1,455,954

$

1,415,826

$

788,948

Cost of sales

 

923,632

 

873,957

 

473,296

Gross profit

 

541,869

 

315,652

 

365,607

 

532,322

 

541,869

 

315,652

Operating expenses:

 

 

  

 

  

 

 

 

  

Research and development

 

143,961

 

101,503

 

76,008

 

161,831

 

143,961

 

101,503

Selling, general and administrative

 

188,590

 

142,555

 

108,033

Selling, general, and administrative

 

191,998

 

188,590

 

142,555

Amortization of intangible assets

 

20,129

 

12,168

 

5,774

 

22,060

 

20,129

 

12,168

Restructuring expense

 

13,166

 

5,038

 

4,239

 

4,752

 

13,166

 

5,038

Total operating expenses

 

365,846

 

261,264

 

194,054

 

380,641

 

365,846

 

261,264

Operating income

 

176,023

 

54,388

 

171,553

 

151,681

 

176,023

 

54,388

Other income (expense), net

 

(17,876)

 

12,806

 

823

 

(2,970)

 

(17,876)

 

12,806

Income from continuing operations, before income taxes

 

158,147

 

67,194

 

172,376

 

148,711

 

158,147

 

67,194

Provision for income taxes

 

22,996

 

10,699

 

25,227

 

14,004

 

22,996

 

10,699

Income from continuing operations

 

135,151

 

56,495

 

147,149

 

134,707

 

135,151

 

56,495

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

 

(421)

 

8,480

 

(38)

 

73

 

(421)

 

8,480

Net income

$

134,730

$

64,975

$

147,111

$

134,780

$

134,730

$

64,975

Income from continuing operations attributable to noncontrolling interest

 

55

 

34

 

86

 

44

 

55

 

34

Net income attributable to Advanced Energy Industries, Inc.

$

134,675

$

64,941

$

147,025

$

134,736

$

134,675

$

64,941

Basic weighted-average common shares outstanding

 

38,314

 

38,281

 

39,081

 

38,143

 

38,314

 

38,281

Diluted weighted-average common shares outstanding

 

38,542

 

38,495

 

39,352

 

38,355

 

38,542

 

38,495

Earnings per share:

 

 

  

 

  

 

 

 

  

Continuing operations:

 

 

  

 

  

 

 

 

  

Basic earnings per share

$

3.53

$

1.47

$

3.76

$

3.53

$

3.53

$

1.47

Diluted earnings per share

$

3.51

$

1.47

$

3.74

$

3.51

$

3.51

$

1.47

Discontinued operations:

 

 

  

 

  

 

 

 

  

Basic earnings (loss) per share

$

(0.01)

$

0.22

$

$

$

(0.01)

$

0.22

Diluted earnings (loss) per share

$

(0.01)

$

0.22

$

$

$

(0.01)

$

0.22

Net income:

 

 

  

 

  

 

 

 

  

Basic earnings per share

$

3.52

$

1.70

$

3.76

$

3.53

$

3.52

$

1.70

Diluted earnings per share

$

3.50

$

1.69

$

3.74

$

3.51

$

3.50

$

1.69

The accompanying notes are an integral part of these consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.

Consolidated Statements of Comprehensive Income

(In thousands)

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2018

2021

    

2020

    

2019

Net income

$

134,730

$

64,975

$

147,111

$

134,780

$

134,730

$

64,975

Other comprehensive income (loss), net of income taxes

 

  

 

  

 

  

 

  

 

  

 

  

Foreign currency translation

 

13,095

 

(2,523)

 

(5,285)

 

(12,262)

 

13,095

 

(2,523)

Change in fair value of cash flow hedges

 

(2,139)

 

 

 

4,246

 

(2,139)

 

Minimum benefit retirement liability

 

(7,664)

 

75

 

(697)

 

9,405

 

(7,664)

 

75

Comprehensive income

$

138,022

$

62,527

$

141,129

136,169

138,022

62,527

Comprehensive income attributable to noncontrolling interest

 

55

 

34

 

86

 

44

 

55

 

34

Comprehensive income attributable to Advanced Energy Industries, Inc.

$

137,967

$

62,493

$

141,043

$

136,125

$

137,967

$

62,493

The accompanying notes are an integral part of these consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.

Consolidated Statements of Stockholders’ Equity

(In thousands)

Advanced Energy Industries, Inc. Stockholders' Equity

Advanced Energy Industries, Inc. Stockholders' Equity

Common Stock

Accumulated

Common Stock

Additional

Other

Non-

Total

Accumulated

Paid-in

Comprehensive

Retained

controlling

Stockholders’

Additional

Other

Non-

Total

Shares

Amount

Capital

Income

Earnings

Interest

Equity

Paid-in

Comprehensive

Retained

controlling

Stockholders’ 

Balances, December 31, 2017

   

39,604

   

$

40

   

$

184,843

   

$

2,533

   

$

333,225

   

$

   

$

520,641

Adoption of new accounting standards

32,533

32,533

Non-controlling interest from acquisition

426

426

Stock issued from equity plans

256

(2,005)

(2,005)

Stock-based compensation

9,703

9,703

Stock buyback

(1,696)

(2)

(95,123)

(95,125)

Other comprehensive income (loss)

(5,982)

(5,982)

Net income

147,025

86

147,111

Shares

Amount

Capital

Income

Earnings

Interest

Equity

Balances, December 31, 2018

38,164

$

38

$

97,418

$

(3,449)

$

512,783

$

512

$

607,302

   

38,164

    

$

38

$

97,418

$

(3,449)

    

$

512,783

$

512

   

$

607,302

Stock issued from equity plans

194

 

 

104

 

 

 

 

104

194

104

104

Stock-based compensation

 

 

7,327

 

 

 

 

7,327

7,327

7,327

Other comprehensive income (loss)

 

 

 

(2,448)

 

 

 

(2,448)

(2,448)

(2,448)

Net income

 

 

 

 

64,941

 

34

 

64,975

64,941

34

64,975

Balances, December 31, 2019

38,358

$

38

$

104,849

$

(5,897)

$

577,724

$

546

$

677,260

38,358

38

104,849

(5,897)

577,724

546

677,260

Adoption of new accounting standards

(102)

(102)

(102)

(102)

Stock issued from equity plans

179

 

 

(482)

 

 

 

 

(482)

179

 

 

(482)

 

 

 

 

(482)

Stock-based compensation

 

 

12,272

 

 

 

 

12,272

 

 

12,272

 

 

 

 

12,272

Stock buyback

(244)

(11,630)

(11,630)

Other comprehensive income (loss)

 

 

 

3,292

 

 

 

3,292

Share repurchase

(244)

(11,630)

(11,630)

Other comprehensive income

 

 

 

3,292

 

 

 

3,292

Net income

 

 

 

 

134,675

 

55

 

134,730

 

 

 

 

134,675

 

55

 

134,730

Balances, December 31, 2020

38,293

$

38

$

105,009

$

(2,605)

$

712,297

$

601

$

815,340

38,293

38

105,009

(2,605)

712,297

601

815,340

Stock issued from equity plans

197

 

 

(1,931)

 

 

 

 

(1,931)

Stock-based compensation

 

 

15,428

 

 

 

 

15,428

Share repurchase

(901)

(2,800)

(75,325)

(78,125)

Dividends declared ($0.10 per share)

(15,385)

(15,385)

Other comprehensive income

 

 

 

1,389

 

 

 

1,389

Net income

 

 

 

 

134,736

 

44

 

134,780

Balances, December 31, 2021

37,589

$

38

$

115,706

$

(1,216)

$

756,323

$

645

$

871,496

The accompanying notes are an integral part of these consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.

Consolidated Statements of Cash Flows

(In thousands)

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2018

    

2021

    

2020

    

2019

CASH FLOWS FROM OPERATING ACTIVITIES:

 

  

 

  

 

  

 

  

 

  

 

  

Net income

$

134,730

$

64,975

$

147,111

$

134,780

$

134,730

$

64,975

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

 

(421)

 

8,480

 

(38)

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

 

73

 

(421)

 

8,480

Income from continuing operations, net of income taxes

 

135,151

 

56,495

 

147,149

 

134,707

 

135,151

 

56,495

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

  

 

  

 

  

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

 

  

 

  

 

  

Depreciation and amortization

 

47,770

 

26,147

 

13,592

 

52,893

 

47,770

 

26,147

Stock-based compensation expense

 

12,272

 

7,327

 

9,703

 

15,739

 

12,272

 

7,327

Provision (benefit) for deferred income taxes

 

(622)

 

1,015

 

5,618

Provision for deferred income taxes

 

1,326

 

(622)

 

1,015

(Gain) loss from discount on notes receivable

(638)

721

1,100

Gain on sale of central inverter service business

(14,795)

(14,795)

Discount on notes receivable

721

1,100

Net loss on disposal of assets

 

1,296

 

700

 

481

Loss on disposal of assets

 

1,496

 

1,296

 

700

Changes in operating assets and liabilities, net of assets acquired:

 

  

 

  

 

  

 

  

 

 

�� 

Accounts and other receivable, net

 

15,412

 

(18,879)

 

3,445

 

5,271

 

15,412

 

(18,879)

Inventories

 

11,658

 

3,687

 

(11,276)

 

(115,737)

 

11,658

 

3,687

Other assets

 

1,750

 

23,544

 

(2,975)

 

(2,910)

 

1,750

 

23,544

Accounts payable

 

(48,163)

 

(16,094)

 

(12,618)

 

67,111

 

(48,163)

 

(16,094)

Other liabilities and accrued expenses

 

24,520

 

(12,486)

 

(3,239)

 

(4,414)

 

24,520

 

(12,486)

Income taxes

 

394

 

(9,862)

 

1,547

 

(13,930)

 

394

 

(9,862)

Net cash from operating activities from continuing operations

 

202,159

 

47,899

 

151,427

 

140,914

 

202,159

 

47,899

Net cash from operating activities from discontinued operations

 

(923)

 

493

 

(156)

 

(669)

 

(923)

 

493

Net cash from operating activities

 

201,236

 

48,392

 

151,271

 

140,245

 

201,236

 

48,392

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

  

 

  

 

  

 

  

 

  

Proceeds from sale of marketable securities

 

3

 

1,742

 

494

Net proceeds from sale of marketable securities

3

1,742

Receipt (issuance) of notes receivable

3,050

(1,000)

(4,300)

Proceeds from sale of assets

3,060

116

Purchases of property and equipment

 

(31,877)

 

(36,483)

 

(25,188)

Acquisitions, net of cash acquired

(5,476)

(366,101)

(93,756)

(21,535)

(5,476)

(366,101)

Issuance of notes receivable

(1,000)

(4,300)

Proceeds from sale of property and equipment

116

Purchases of property and equipment

 

(36,483)

 

(25,188)

 

(20,330)

Net cash from investing activities from continuing operations

 

(42,840)

 

(393,847)

 

(113,592)

Net cash from investing activities from discontinued operations

 

 

 

Net cash from investing activities

 

(42,840)

 

(393,847)

 

(113,592)

 

(47,302)

 

(42,840)

 

(393,847)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

  

 

  

 

  

 

  

 

  

 

  

Net proceeds from long-term borrowings

347,486

Proceeds from long-term borrowings

85,000

347,486

Payment of debt-issuance costs

(1,350)

Payments on long-term borrowings

(17,500)

(8,750)

(13,750)

(17,500)

(8,750)

Dividend payments

(15,385)

Purchase and retirement of common stock

(11,630)

(95,125)

(78,125)

(11,630)

Net receipts (payments) related to stock-based award activities

 

(482)

 

104

 

(2,009)

Net cash from financing activities from continuing operations

 

(29,612)

 

338,840

 

(97,134)

Net cash from financing activities from discontinued operations

 

 

 

Net payments related to stock-based awards

 

(1,762)

 

(482)

 

104

Net cash from financing activities

 

(29,612)

 

338,840

 

(97,134)

 

(25,372)

 

(29,612)

 

338,840

EFFECT OF CURRENCY TRANSLATION ON CASH

 

5,143

 

(1,496)

 

(1,030)

EFFECT OF CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS

 

(3,567)

 

5,143

 

(1,496)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

133,927

 

(8,111)

 

(60,485)

 

64,004

 

133,927

 

(8,111)

CASH AND CASH EQUIVALENTS, beginning of period

 

346,441

 

354,552

 

415,037

 

480,368

 

346,441

 

354,552

CASH AND CASH EQUIVALENTS, end of period

 

480,368

 

346,441

 

354,552

$

544,372

$

480,368

$

346,441

Less cash and cash equivalents from discontinued operations

 

 

 

5,251

CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS, end of period

$

480,368

$

346,441

$

349,301

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

  

 

  

 

  

 

  

 

  

 

  

Cash paid for interest

$

5,278

$

3,479

$

228

$

4,040

$

5,278

$

3,479

Cash paid for income taxes

 

21,032

 

18,594

 

16,190

 

32,543

 

21,032

 

18,594

Cash received for refunds of income taxes

 

1,569

 

1,762

 

1,135

 

12,506

 

1,569

 

1,762

The accompanying notes are an integral part of these consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

NOTE 1.           OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Advanced Energy provides highly-engineered, mission-critical, precision power conversion, measurementIndustries, Inc., a Delaware corporation, and control solutions to our global customers. We its wholly-owned subsidiaries ("we," "us," "our," "Advanced Energy," or the "Company") 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-controllablehighly controllable, usable power that is predictable, repeatable, and customizable. We operate incustomizable to meet the necessary requirements for powering a single segment structure for power electronics conversion products and we operate in 4 vertical markets or applications to enable trackingwide range of market trends.complex equipment. Our power solutions enable innovation in complex semiconductor and thin film plasma processes such as dry etch, strip chemical and physical deposition, high and low voltage applications such as semiconductor process control, analytical instrumentation,data center computing, networking, telecommunication, medical equipment, life science applications, industrial technology and inproduction, scientific instruments, clean technology production, advanced material production and temperature-critical thermal applications such as material and chemical processing.applications. We also supply related sensing, controls, and instrumentation products for advanced temperature measurement and control,calibration of radio frequency (“RF”) power and temperature, and electrostatic instrumentation products for test and measurement applications, and gas sensing and monitoring solutions for several industrial markets.applications. Our network of global service support centers provides locala recurring revenue opportunity as we offer repair and field service capability in key regions, provideservices, conversions, upgrades, refurbishments, and refurbishment services, and sell used equipment to businesses that usecompanies using our products.

In September 2019, we acquired the Artesyn Embedded Technologies, Inc.’s embedded powerPower business ("Artesyn"), which added new power products and technologies used in networking and computing, data center, (including hyperscale),including hyperscale, and industrial and medical applications. As of December 31, 2015, we discontinued our engineering, production, and sales of our inverter product line. As such, all inverter product revenues, costs, assets, and liabilities are reported in Discontinued Operations for all periods presented herein, and we currently report as a single unit.herein. See Note 4. Disposed and Discontinued Operations for more information. Ongoing inverter repair and service operations are reported as part of our continuing operations.

Principles of Consolidation — Our consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Our consolidated financial statements are stated in United States dollars("U.S.") Dollars and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").

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, andthe disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. We believe at theThe significant estimates, assumptions, and judgments when accounting for items and matters such as allowances for expected credit loss, excess and obsolete inventory, warranty reserves, pension obligations, right-of-use assets and related operating lease liabilities, acquisitions, asset valuations, asset life, depreciation, amortization, recoverability of assets, impairments, deferred revenue, stock option and restricted stock grants, taxes, and other provisionsinclude, but are reasonable, based upon information available at the time they are made. Actual results may differ from these estimates, making it possible that a change in these estimates could occur in the near term.not limited to:

excess and obsolete inventory;
pension obligations;
acquisitions and asset valuations, and
taxes and other provisions.

Foreign Currency Translation — The functional currency of certain of our foreign subsidiaries is the local currency. Assets and liabilities of these foreign subsidiaries are translated to the United States dollarDollar at prevailing exchange rates on the balance sheet date; revenuesdate. Revenues and expenses are translated at the average exchange rates in effect for each period. Translation adjustments resulting from this process are reported as a separate component of Other Comprehensive Income.

For certain other subsidiaries, the functional currency is the U.S. Dollar. Foreign currency transactions are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates for foreign currency denominated monetary assets and liabilities result in foreign currency transaction gains and losses, which are

55

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

reflected as unrealized (based on period end remeasurement) or realized (upon settlement of the transactions) in Other income (expense), net in our Consolidated Statements of Operations.

55

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Derivatives  — The Company usesWe use derivative financial instruments to manage risks associated with foreign currency and interest rate fluctuations. Unless we meet specific hedge accounting criteria, changes in the fair value of derivative financial instruments are recognized in the Consolidated Statements of Operations within Other income (expense), net.

For derivatives designated as cash flow hedges, changes in fair value are recorded to Accumulated other comprehensive loss on the Consolidated Balance Sheets and are reclassified to earnings when the underlying forecasted transaction affects earnings. We reassess the probability of the underlying forecasted transactions occurring on a quarterly basis.

Fair Value  — We value our financial assets and liabilities using fair value measurements.

U.S. GAAP for fair value establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The Company’sOur financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels of the hierarchy and the related inputs are as follows:

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access on the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 — Unobservable inputs for the asset or liability.

The Company categorizesWe categorize fair value measurements within the fair value hierarchy based upon the lowest level of the most significant inputs used to determine fair value. Our assessment of the significance of a particular input to the fair value measurement requires judgementjudgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current assets and liabilities approximate fair value as recorded due to the short-term nature of these instruments.

The Company’sOur non-financial assets, which primarily consist of property and equipment, goodwill, and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis or whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets)goodwill), non-financial instruments are assessed for impairment and, if applicable, written down to and recorded at fair value. See Note 12. Goodwill and Note 13. Intangible Assets for further discussion and presentation of these amounts.

The fair value of borrowings approximates the recorded borrowing value based upon market interest rates for similar facilities. See Note 21. Credit Facility for additional information. The fair value of contingent consideration and other acquired assets and liabilities associated with our acquisitions are based on Level 3 inputs.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Cash, Cash Equivalents, and Marketable Securities — We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents, and those with stated maturities of greater than three months as marketable securities.equivalents. Cash and cash equivalents are highly liquid investments that consist primarily of short-term money market instruments and demand deposits with insignificant interest rate risk and original maturitiesrisk.

56

Table of three months or less at the time of purchase.Contents

SometimesADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

In some instances, we invest excess cash in money market funds not insured by the Federal Deposit Insurance Corporation. We believe that the investments in money market funds are on deposit with credit-worthy financial institutions and that the funds are highly liquid. TheThese investments in money market funds are reported at fair value withand included in Cash and cash equivalents. We record interest income recordedwithin Other income (expense), net in earnings and are included in "Cash and cash equivalents."our Consolidated Statement of Operations.

We classify investments with stated maturities of greater than three months at time of purchase as marketable securities.

Concentrations of Credit Risk — Financial instruments which potentially subject us to credit risk include cash and cash equivalents, marketable securities, and trade accounts receivable. To preserve capital and maintain liquidity, we invest with financial institutions we deem to be of high quality and sound financial condition. Our investments are in low-risk instruments, and we limit our credit exposure in any one institution or type of investment instrument based upon criteria including creditworthiness.

We have establishedestablish a reserve for credit losses based upon factors surrounding the credit risk of specific customers, historical trends, and other information.

Accounts Receivable and Reserve for Credit Losses — Accounts receivable are recorded at net realizable value. We maintain a credit approval process and we make significant judgments in connection with assessing our customers’ ability to pay. Despite this assessment, from time to time, our customers are unable to meet their payment obligations. We continuously monitor our customers’ credit worthiness and use our judgment in establishing a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. While such credit losses have historically been within our expectations and the provisions established, there is no assurance that we will continue to experience the same credit loss rates that we have in the past. A significant change in the liquidity or financial position of our customers could have a material adverse impact on the collectability of accounts receivable and our future operating results.

losses. We do not require collateral from customers. Our principal customers are original equipment manufacturers ("OEM") and end user customers, which operate globally through wholly owned subsidiaries that purchase the Company’sour products under substantially the same credit terms, with similar historical credit risks. As a result, we assess credit risks as a single group. We evaluate collection risk and establish expected credit loss primarily through a combination of the following: an assessment of customer credit risk ratings utilizing third party credit risk data, analysis of historical aging and credit loss experience, and customer specific information.

Inventories Inventories include costs of materials, direct labor, manufacturing overhead, in-bound freight, and duty. Inventories are valued at the lower of cost (first-in, first-out method) or net realizable value and are presented net of reserves for excess and obsolete inventory.

General market conditions, as well as our design activities, can cause certain products to become obsolete. We regularly review inventory quantities on handquantity and record a provision to write-downwrite down excess and obsolete inventories based upon a regular analysis of inventory on hand compared to its estimated net realizable value, if less than cost, based primarily on historical usage and our estimated forecastprojected end-user demands. The determination of product demand.projected end-user demand requires the use of estimates and assumptions related to projected unit sales for each product. Demand for our products can fluctuate significantly. A significant decrease in demand could result in an increase in the charges for excess inventory quantities on hand.

In addition, our industry is subject to technological change, new product development, and product technological obsolescence that could result in an increase in the amount of obsolete inventory quantities on hand. Therefore, any significant unanticipated changes in demand or technological developments could have a significant impact on the value of our inventory and our reported operating results.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Property and Equipment — Property and equipment isare stated at cost or estimated fair value if acquired in a business combination. Depreciation is computed over the estimated useful lives using the straight-line method. Estimated useful lives for financial reporting purposes are as follows: buildings, 20 to 40 years; machinery, equipment, furniture and fixtures and vehicles, 3 to 15 years; and computer and communication equipment, 3 years.

Amortization of leasehold improvements is calculated using the straight-line method over the lease term or the estimated useful life of the assets, whichever period is shorter. Leasehold additionsAdditions and improvements are capitalized, while maintenance and repairs are expensed as incurred.

When depreciable assets are retired, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gains or losses are included in Other income (expense), net, in our Consolidated Statements of Operations.

Purchase accounting — Business combinations are accounted for using the purchase method of accounting. Under the purchase method, assets and liabilities, including intangible assets, are recorded at their fair values as of the acquisition date. Acquisition costs in excess of amounts assigned to assets acquired and liabilities assumed are recorded as goodwill. Transaction related costs associated with business combinations are expensesexpensed as incurred.

57

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Leases — We lease manufacturing and office space under non-cancelable operating leases. Some of these leases contain provisions for landlord funded leasehold improvements, which we record as a reduction to right-of-use ("ROU") assets and the related operating lease liabilities. Our lease agreements generally contain lease and non-lease components, and we combine fixed payments for non-lease components with lease payments and account for them together as a single lease component. Certain lease agreements may contain variable payments, which are expensed as incurred and not included in the right-of-use lease assets and operating lease liabilities. When renewal options are reasonably certain of exercise, we include the renewal period in the lease term. In many cases, we have leases with a term of less than one year. We elected the practical expedient to exclude these short-term leases from our ROU assets and operating lease liabilities. On an ongoing basis, we negotiate and execute new leases to meet business objectives.

Right-of-use assets and operating lease liabilities are recognized at the present value of the future lease payments on the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate because the interest rate implicit in our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. We have a centrally managed treasury function; therefore, we apply a portfolio approach for determining the incremental borrowing rate applicable to the lease term. Operating lease expense is recognized on a straight-line basis over the lease term.

Intangible Assets, Goodwill, and Other Long-Lived Assets — As a result of our acquisitions, we identified and recorded intangible assets and goodwill. Intangible assets are valued based on estimates of future cash flows and amortized over their estimated useful lives. Goodwill is subject to annual impairment testing, as well as testing upon the occurrence of any event that indicates a potential impairment. Intangible assets and other long-lived assets are subject to an impairment test if there is an indicator of impairment. The carrying value and ultimate realization of these assets is dependent upon our estimates of future earnings and benefits that we expect to generate from their use. If our expectations of future results and cash flows are significantly diminished, intangible assets and goodwill may be impaired and the resulting charge to operations may be material. When we determine that the carrying value of intangibles or other long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, we use the projected undiscounted cash flow method to determine whether an impairment exists, and then measure the impairment using discounted cash flows.

The estimation of useful lives and expected cash flows requires us to make judgments regarding future periods that are subject to some factors outside of our control. Changes in these estimates can result in revisions to our carrying value of these assets and may result in material charges to our results of operations.

TheWe conduct an annual goodwill impairment test for goodwill can be performedanalysis using an assessment of qualitative factors in determining if it is more likely than not that goodwill is impaired. If this assessment indicates that it is more likely than not that goodwill is impaired, the next step of impairment testing compares the fair value of a reporting unit to its carrying value. Goodwill would be impaired if the resulting implied fair value of goodwill was less than the recorded carrying value of the goodwill.

Debt Issuance Costs — The Company hasWe incurred debt issuance costs in connections it itsconnection with our debt facilities. Amounts paid directly to lenders are classified as issuance costs. Commitment fees and other costs directly associated with obtaining credit facilities are classified as deferred financing costs, which are recorded in the Consolidated Balance Sheets and amortized over the term of the facility. The Company allocatesWe allocated deferred debt issuance costs incurred for itsthe current credit facility between the revolver and term loan based on their relative borrowing capacity. Deferred debt issuance costs associated with the revolving credit facility are recorded within Deposits and other assets and those associated with the term loan are recorded as a reduction of the carrying value of the debt on the Consolidated Balance Sheets. AllWe amortize the majority of deferred debt issuance costs are amortizedto interest expense using the effective interest rate method to interest expense within Other income (expense), netmethod. Deferred debt issuance costs on the Company’s Consolidated StatementsLine of Operations. See Note 21.Credit Facility for additional details.are amortized on the straight line basis over the life of the debt agreement.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Amortization of debt issuance costs is reflected in Other income (expense), net on the Consolidated Statements of Operations. See Note 21.Credit Facility for additional details.

Revenue Recognition — We recognize substantially all revenue at a point in time when we have satisfiedsatisfy our performance obligations which typicallyobligations. Typically, this occurs whenon shipment of goods or completion of service because, at that point, we transfer control of the products or services have been transferred to our customers.customer. The transaction price is based upon the standalone selling price. In most transactions, we have no obligations to our customers after the date products are shipped, other than pursuant to warranty obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. ShippingSurcharges, cost recoveries, and shipping and handling fees billed to customers, if any, are recognized as revenue. The related cost for shipping and handling fees is recognized in cost of sales. We expense incremental costs of obtaining contracts when the amortization period of the costs is less than one year. These costs are included in selling,Selling, general, and administrative expenses.expenses in our Consolidated Statements of Operations. Payment terms for customers extended credit are typically net 30 days.

We maintain a worldwide support organization in 10 countries, including the United States,U.S., the PeoplesPeople's Republic of China ("PRC"), Japan, Korea, Taiwan, Germany, Ireland, Singapore, Israel, and Great Britain. Support services include warranty and non-warranty repair services, upgrades, and refurbishments on the products we sell. Repairs that are covered under our standard warranty do not generate revenue.

As part of our ongoing service business, we satisfy our service obligations under extended warranties and preventive maintenance contracts. Extended warranties had previously been offered on our discontinued inverter products. Any up-front fees received for extended warranties or maintenance plans are deferred and recognized ratably over the service periods, as defined in the agreements.

Research and Development Expenses — Costs incurred to advance, test, or otherwise modify our proprietary technology or develop new technologies are considered research and development costs and are expensed when incurred. These costs are primarily comprised of costs associated with the operation of our laboratories and research facilities, including internal labor, materials, and overhead.

Warranty Costs — We provide for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue. We offer warranty coverage for a majority of our precision power products for periods typically ranging from 12 to 24 months after shipment. We warranted our inverter products for five to ten years and provided the option to purchase additional warranty coverage for up to 20 years. The warranty expense accrued related to our standard inverter product warranties is now considered part of our discontinued operations and is recorded as such on our Consolidated Balance Sheets. See Note 4. Disposed and Discontinued Operations for more information. See Note 15. Warranties for more information on our warranties from continuing operations. We estimate the anticipated costs of repairing our products under such warranties based on the historical costs of the repairs. The assumptions we use to estimate warranty accruals are reevaluated periodically, considering actual experience, and when appropriate, the accruals are adjusted. Should product failure rates differ from our estimates, actual costs could vary significantly from our expectations.

Stock-Based Compensation — Accounting for stock-based compensation requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and directors based on estimated fair values.

We have estimatedestimate the fair value of allrestricted stock options and awardsunits ("RSUs") on the date of grant date. For RSUs that contain a time-based and/or performance-based vesting condition, we estimate fair value using the Black-Scholes-Merton pricing model, which is affected by our stockclosing share price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatilityon the grant date. We record stock-based compensation expense for awards with time-based vesting conditions over the term of the award. For awards actual and projected employee option exercise behaviors, risk-free interest rates and expected dividends. We also estimate forfeitures atwith a performance-based vesting condition, we record stock-based compensation expense (based on management's assessment of the timeprobability of grant and revise those estimates in subsequent periods if actual forfeitures differ from our estimates. Our expected volatility assumption ismeeting the performance conditions) over the estimated period to achieve the performance conditions. Upon forfeiture or expiration of these awards, we reverse the stock-based compensation expense.

Certain RSUs vest based on a market condition. We estimate the historical daily closing pricefair value and probability of our stock overachievement for each tranche of these awards using a period equivalent toMonte Carlo simulation. Because the expected lifeprobability of achievement is a factor in the options.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Monte Carlo simulation, we recognize stock-based compensation expense over each tranche’s estimated achievement period even if some or all of the shares never vest.

We estimate the fair value of the purchase rights in our employee stock purchase plan using a Black-Scholes Merton option pricing model and recognize compensation expense over the term of the purchase right. For all stock awards, we estimate forfeitures at the grant date and revise those estimates in subsequent periods if actual forfeitures differ from our estimates.

Income Taxes — We follow the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for future tax consequences. A deferred tax asset or liability is computed for both the expected future impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. Tax rate changes are reflected in the period such changes are enacted.

We assess the recoverability of our net deferred tax assets and the need for a valuation allowance on a quarterly basis. Our assessment includes several factors including historical results and taxable income projections for each jurisdiction. The ultimate realization of deferred income tax assets is dependent on the generation of taxable income in appropriate jurisdictions during the periods in which those temporary differences are deductible. We consider the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in determining the amount of the valuation allowance. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, we determine if we will realize the benefits of these deductible differences.

Accounting for income taxes requires a two-step approach to recognize and measure uncertain tax positions. In general, we are subject to regular examination of our income tax returns by the Internal Revenue Service and other tax authorities. The first step is to evaluate the tax position for recognition by determining, if based on the technical merits, it is more likely than not that the position will be sustained upon audit, including resolutions of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity.

On December 22, 2017, the Tax Act was enacted into law and the new legislation contains several key tax provisions that affected us, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21%, among others. In conjunction with the Tax Act enactment, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"), which allowed for the recording of provisional amounts related to the Tax Act and subsequent adjustments related to the Tax Act during an up to one-year measurement period. The Company recorded what it believed to be reasonable estimates during the SAB 118 measurement period which lasted from December 2017 to December 2018. During the quarter ended December 31, 2018, the Company finalized the accounting treatment of the income tax effects of the Tax Act. Although the SAB 118 measurement period has ended, there may be some aspects of the Tax Act that remain subject to future regulations and/or notices which may further clarify certain provisions of the Tax Act. Accordingly, the Company may need to adjust its previously recorded amounts to reflect the recognition and measurement of its tax accounting positions in accordance with Accounting Standards Codification Topic-740, "Income Taxes" which could be material.

Under U.S. GAAP, an accounting policy election can be made to either recognize deferred taxes for temporary basis differences expected to reverse as global intangible low-tax income ("GILTI") in future years, or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. We have elected to account for GILTI in the year the tax is incurred.

Leases — We lease manufacturing and office space under non-cancelable operating leases. Our lease agreements generally contain lease and non-lease components, and we combine fixed payments for non-lease components with lease payments and account for them together as a single lease component. Certain lease agreements may contain variable payments, which are expensed as incurred and not included in the right-of-use lease assets and operating lease liabilities.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Right-of-use assets and operating lease liabilities are recognized at the present value of the future lease payments on the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Right-of-use assets also include any prepaid lease payments and lease incentives. Operating lease expense is recognized on a straight-line basis over the lease term.

Commitments and Contingencies — From time to time 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 in a particular period. An unfavorable decision, particularly in patent litigation, 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 patent rights. We accrue loss contingencies when it is probable that a loss has occurred or will occur, and the amount of the loss can be reasonably estimated. Our estimates of probability of losses are subjective, involve significant judgment and uncertainties, and are based on the best information we have at any given point in time. Resolution of these uncertainties in a manner inconsistent with our expectations could have a significant impact on our results of operations and financial condition.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

NEW ACCOUNTING STANDARDS

New Accounting Standards Adopted

In December 2019,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 ASU 2019-12, "Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is meantguidance, whether adopted or to simplify and reduce the cost of accounting for income taxes. The FASB has stated that ASU 2019-12 is being issued in connection with its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles without compromising information provided to users of financial statements. We earlybe adopted ASU 2019-12 in the first quarter of 2020. Thefuture, will not have a material impact ofon the adoption of ASU 2019-12 was not material to our consolidated financial statements.statements upon adoption.

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820)" ("ASU 2018-13"). ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. ASU 2018-13 was effective for interim and annual periods ending after December 15, 2019 and shall be applied to all periods presented on a retrospective basis. We adopted ASU 2018-13 in the first quarter of 2020. The impact of the adoption of ASU 2018-13 was not material to our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13 changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 was effective for interim and annual periods, beginning after December 15, 2019. We adopted ASU 2016-13 in the first quarter of 2020 through a cumulative-effect adjustment to beginning retained earnings using the modified retrospective approach. The impact of the adoption of ASU 2016-13 was not material to our consolidated financial statements.

New Accounting StandardsIssued But Not Yet Adopted

In August 2018, the FASB issued ASU 2018-14, "Compensation—"Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)" ("("ASU 2018-14"). ASU 2018-14 eliminates requirements for certain disclosures and requires additional disclosures under defined benefit pension plans and other post-retirement plans. ASU 2018-14 is

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

was effective for interim and annual periods ending after December 15, 2020 and shall be appliedus on January 1, 2021. The impact of adoption was not material to all periods presented on a retrospective basis. Early adoption is permitted. We are currently assessing and do not believe ASU 2018-14 will have a significant impact on our defined benefit plan disclosure requirements.consolidated financial statements.

New Accounting StandardsIssued But Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04"). In January 2021, the FASB issued ASU 2020-042021-01, "Reference Rate Reform (Topic 848): Scope" ("ASU 2021-01"). This collective guidance provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate that is expected to be discontinued. ASU 2020-04 and ASU 2021-01 will be in effect through December 31, 2022.

Our Credit Facility (refer to Note 21. Credit Facility) and interest rate swap agreements (refer to Note 8. Derivative Financial Instruments) reference the one-month USD LIBOR rate. Both agreements contain provisions for transition to a new reference rate upon discontinuance of LIBOR. We expect the one-month USD LIBOR rate to be available through June 2023. We are currently assessing the potential timing of transitioning to a replacement interest rate benchmark for our Credit Facility (See Note 21. Credit Facility)and do not expect ASU 2020-04 and ASU 2020-01 to materially impact our consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 806) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." The amendments in ASU 2021-08 will improve the accounting for acquired revenue contracts with customers in a business combination. This pronouncement will be effective for us on January 1, 2023. We are still evaluating the impact, if any, that the adoption of ASU 2020-042021-08 may have on our consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

NOTE 2.           BUSINESS ACQUISITIONS

Intangible Assets Acquired

In January 2021, we acquired certain intangible assets related to the manufacturing of fiber optic sensing equipment. As of December 31, 2021, we paid $6.1 million in cash and expect to pay an additional $0.4 million within one year of the closing. These intangible assets have an estimated useful life of five years. See Note 13. Intangible Assets for additional details.

TEGAM, Inc.

On June 1, 2021, we acquired 100% of the issued and outstanding shares of capital stock of TEGAM, Inc., which is based in Geneva, Ohio. This acquisition added metrology and calibration instrumentation to Advanced Energy’s RF process power solutions in our Semiconductor and Industrial and Medical markets.

The components of the fair value of the total consideration transferred were as follows:

Cash paid for acquisition

    

$

15,430

Holdback

1,800

Total fair value of consideration transferred

17,230

Less cash acquired

(177)

Total purchase price

$

17,053

The following table summarizes the preliminary values of the assets acquired and liabilities assumed:

    

Preliminary
Fair Value

Current assets and liabilities, net

$

3,536

Property and equipment

734

Operating lease right-of-use assets

425

Intangible assets

6,900

Goodwill (deductible for tax purposes)

5,877

Other non-current assets

31

Total assets acquired

17,503

Other non-current liabilities

25

Operating lease liability

425

Total liabilities assumed

450

Total fair value of net assets acquired

$

17,053

A summary of the intangible assets acquired, amortization method, and estimated useful lives follows:

    

    

Amortization

    

    

    

Method

    

Useful Life

Technology

$

1,100

 

Straight-line

 

5

Customer relationships

 

5,500

 

Straight-line

 

15

Tradename

 

300

 

Straight-line

 

5

Total

$

6,900

 

  

 

  

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Versatile Power, Inc

On December 31, 2020, we acquired 100% of the issued and outstanding shares of Versatile Power, Inc., which is based in Campbell, California. This acquisition added radio frequency ("RF") and programmable power supplies for medical and industrial applications to our product portfolio and further expands our presence in the medical market by adding proven technologies, deep customer relationships, expertise in medical design, and a medical-certified manufacturing center.

The components of the fair value of the total consideration transferred arewere as follows:

Cash paid for acquisition

    

$

4,594

    

$

4,654

Holdback

950

950

Contingent consideration

1,500

Total fair value of consideration transferred

7,044

5,604

Less cash acquired

(245)

(245)

Total purchase price

$

6,799

$

5,359

The following table summarizes the estimated preliminaryfinal values of the assets acquired and liabilities assumed:

    

Preliminary
Fair Value December 31, 2020

Current asset and liabilities, net

$

1,015

Property and equipment

35

Operating lease right-of-use assets

453

Intangible assets

4,000

Goodwill

1,749

Total assets acquired

7,252

Operating lease liability

453

Total liabilities assumed

453

Total fair value of net assets acquired

$

6,799

Artesyn’s Embedded Power Business

In September 2019, we completed the acquisition of Artesyn Embedded Technologies, Inc.’s embedded power business pursuant to the Stock Purchase Agreement dated May 14, 2019 as amended (the "Acquisition Agreement").

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Pursuant to the Acquisition Agreement, we acquired 100% of Artesyn’s issued and outstanding shares for a purchase price of $370.2 million, including the assumption of certain liabilities and the finalization of the net working capital adjustment. In connection with the Acquisition Agreement, we entered into a credit agreement that provided us with aggregate financing of $500.0 million which was used to partially fund the Artesyn acquisition. See Note 21. Credit Facility for additional details related to the credit agreement.

Artesyn’s embedded power business is one of the world’s largest providers of highly engineered, application-specific power supplies for demanding applications. This acquisition diversified our product portfolio and gave us access to additional growth markets, such as data centers (including hyperscale), telecom infrastructure in next generation 5G networks, embedded industrial power applications and medical power for diagnostic and treatment applications.

The components of the fair value of the total consideration transferred are as follows:

    

Cash paid for acquisition

$

390,453

Contingent consideration

3,008

Total fair value of consideration transferred

393,461

Less cash acquired

 

(23,225)

Total purchase price

$

370,236

The following table summarizes the final fair values of the assets acquired and liabilities assumed:

    

Final Fair
Value
December 31, 2020

    

Fair Value

Accounts and other receivable, net

$

132,466

Inventories

156,407

Current assets and liabilities, net

$

1,021

Property and equipment

63,321

35

Operating lease right-of-use assets

54,439

463

Goodwill

114,998

Intangible assets

124,000

4,000

Other assets

63,214

Goodwill (deductible for tax purposes)

323

Total assets acquired

708,845

5,842

Accounts payable

152,635

Other non-current liabilities

20

Operating lease liability

54,515

463

Pension liability

48,315

Deferred income tax liabilities

1,695

Other liabilities

81,449

Total liabilities assumed

338,609

483

Total fair value of net assets acquired

$

370,236

$

5,359

A summary of the intangible assets acquired, amortization method, and estimated useful lives are as follows:

    

    

Amortization

    

    

    

Amortization

    

Method

Useful Life

Method

Useful Life

Technology

$

28,000

 

Straight-line

 

5

$

400

 

Straight-line

 

5

Customer relationships

 

75,000

 

Straight-line

 

15

 

3,600

 

Straight-line

 

15

Tradename

 

21,000

 

Straight-line

 

10

Total

$

124,000

 

  

 

  

$

4,000

 

  

 

  

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Goodwill and intangible assets are recorded in the functional currency of the entity and are subject to changes due to translation on each balance sheet date. The goodwill represents expected operating synergies from combining operations with the acquired company and the estimated value associated with the enhancements to our comprehensive product lines and access to new markets. Advanced Energy settled the adjustment for the net working capital and finalized the fair value for the assets acquired and liabilities assumed related to the Artesyn acquisition. Accordingly, the purchase price allocation presented above is final.

Pro forma results for Advanced Energy Inc. giving effect to the Artesyn Transaction

The following unaudited pro forma financial information presents the combined results of operations of Advanced Energy and Artesyn as if the acquisition had been completed on January 1, 2019. The unaudited pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of the year prior to the acquisition dates, nor are they indicative of future results.

The unaudited pro forma financial information for the year ended December 31, 2019 combines Advanced Energy’s results with the pre-acquisition results of Artesyn for that period.

Year Ended December 31,

2019

    

As Reported

    

Pro Forma

Total sales

 

$

788,948

 

$

1,202,790

Net income attributable to Advanced Energy Industries, Inc.

 

$

64,941

 

$

83,104

Earnings per share:

 

 

Basic earnings per share

$

1.70

$

2.17

Diluted earnings per share

$

1.69

$

2.16

The unaudited pro forma results for all periods presented include adjustments made to account for certain costs and transactions that would have been incurred had the acquisitions been completed at the beginning of the year prior to the year of acquisition. These include adjustments to amortization charges for acquired intangible assets, interest and financing expenses, transaction costs, amortization of purchased gross profit and the alignment of various accounting policies. These adjustments are net of any applicable tax impact and were included to arrive at the pro forma results above.

Artesyn’s operating results have been included in the Advanced Energy’s operating results for the periods subsequent to the completion of the acquisition on September 10, 2019. During the year ended December 31, 2019, Artesyn contributed total sales of $220.3 million and net income of $7.1 million, including interest and other expense associated with the financing of the transaction.

NOTE 3.           REVENUE

Revenue Recognition

We recognize revenue when we have satisfied our performance obligations which typically occurs when control of the products or services has been transferred to our customers. The transaction price is based upon the standalone selling price. In most transactions, we have no obligations to our customers after the date products are shipped, other than pursuant to warranty obligations. Shipping and handling fees billed to customers, if any, are recognized as revenue. The related shipping and handling costs are recognized in cost of sales. Support services include warranty and non-warranty repair services, upgrades, and refurbishments on the products we sell. Repairs that are covered under our standard warranty do not generate revenue.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Nature of goods and services

Products

Advanced Energy provides highly engineered, mission-critical, precision power conversion, measurement, and control solutions to our global customers. We design, manufacture, sell, and support precision power products that transform, electrical power into various usable forms. Our power conversion products refine, modify, and controlmodify the raw electrical power coming from aeither the utility or the building facility and convert it into various types of highly controllable, usable power that is predictable, repeatable, and customizable.customizable to meet the necessary requirements for powering a wide range of complex equipment.

Our productspower solutions enable innovation in complex semiconductor and thin film manufacturingplasma processes such as plasma enhanced chemicaldry etch, strip and physical deposition, high and etch for various semiconductorlow voltage applications such as process control, data center computing, networking, telecommunication, medical equipment, life science applications, industrial technology and industrial products, industrialproduction, scientific instruments, clean technology production, advanced material production and temperature-critical thermal applications forsuch as material and chemical processes, and specialty power for critical industrial technology applications.processing. We also supply thermalrelated sensing, controls, and instrumentation products for advanced temperature measurement and control in these markets. As a resultcalibration of the Artesyn acquisition, we now sell precisionradio RF power conversionand temperature, electrostatic instrumentation products into the Telecomfor test and Networking, Data Center Computing (including hyperscale),measurement applications, and Industrialgas sensing and Medical markets.

Our products are designed to enable new process technologies, improve productivity, and lower the cost of ownershipmonitoring solutions for our customers. We also provide repair and maintenance services for all our products. We principally serve OEMs and end customers in the semiconductor, flat panel display, high voltage, solar panel, Telecom and Networking, Data Center Computing, Industrial and Medicalmultiple industrial markets. Our advanced power products arenetwork of global service support centers provides a recurring revenue opportunity as we offer repair services, conversions, upgrades, refurbishments, and used in diverse markets, applications, and processes including the manufacture of capital equipment for semiconductor device manufacturing, thin film applications for thin film renewables and architectural glass, and for other thin film applications including flat panel displays, and industrial coatings. Our embedded power products are used in a wide range of applications, such as 5G, data center (including hyperscale) and other industrial and medical applications.to companies using our products.

Services

Our services group offers warranty and after-market repair services in the regions in which we operate, providing us with preventive maintenance opportunities. Our customers continue to pursue low cost of ownership of their capital equipment and are increasingly sensitive to the costs of system downtime. They expect that suppliers offer comprehensive local repair service and customer support. To meet these market requirements, we maintain a worldwide support organization in 10 countries, including the United States,U.S., the PRC, Japan, Korea, Taiwan, Germany, Ireland, Singapore, Israel, and Great Britain. Support services include warranty and non-warranty repair services, upgrades, and refurbishments on the products we sell.

As part of our ongoing service business, we satisfy our service obligations under preventative maintenance contracts and extended warranties which had previously been offered on our discontinued inverter products. Any up-front fees received for extended warranties or maintenance plans are deferred. Revenue under these arrangements is recognized ratably over the underlying terms as we do not have historical information which would allow us to project the estimated service usage pattern at this time.

 In May 2019, we sold our grid-tied central inverter repair and service operation to a third party. In connection with this sale, approximately $22.0 million ofThe following table summarizes deferred revenue, relatedwhich relates to extended warranties and service contracts, were transferred to the buyer. See Note 4. Disposed and Discontinued Operations for additional information in relation to this sale.contracts. We have deferred revenue related to our extended warranties and service contract totaling $8.7 million as of December 31, 2020 and $9.2 million as of December 31, 2019. We are expectedexpect to recognize this revenue ratably through the year 2031.

December 31, 

December 31, 

    

2021

    

2020

Deferred revenue

$

7,067

$

8,671

6564

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Disaggregation of Revenue

The following table presentstables present additional information regarding our sales by product line, inclusive of both products and services, which includes certain reclassification to prior comparative periods to conform to our current year presentation:revenue:

Years Ended December 31, 

  

Years Ended December 31, 

    

2020

    

2019

    

2018

2021

    

2020

    

2019

Semiconductor Equipment

$

611,864

$

403,018

$

533,770

$

710,174

$

611,864

$

403,018

Industrial and Medical

 

313,646

 

245,992

 

185,122

 

341,176

 

313,646

 

245,992

Data Center Computing

322,539

91,438

270,924

322,539

91,438

Telecom and Networking

167,777

48,500

 

133,680

167,777

48,500

Total

$

1,415,826

$

788,948

$

718,892

$

1,455,954

$

1,415,826

$

788,948

The following table presents our sales by geographic region:

Years Ended December 31, 

 

  

  

2021

    

2020

    

2019

 

United States

$

561,312

38.5

%  

$

530,965

37.5

%  

$

321,869

40.8

%

North America (excluding U.S.)

104,167

 

7.2

156,856

 

11.1

51,765

 

6.6

Asia

 

597,830

 

41.1

 

606,893

 

42.9

 

295,155

 

37.4

Europe

 

179,056

 

12.3

 

117,989

 

8.3

 

119,427

 

15.1

Other

 

13,589

 

0.9

 

3,123

 

0.2

 

732

 

0.1

Total

$

1,455,954

    

100.0

%  

$

1,415,826

    

100.0

%  

$

788,948

    

100.0

%

Years Ended December 31, 

 

    

2020

    

2019

    

2018

 

North America

$

687,814

 

48.6

%  

$

373,634

 

47.4

%  

$

372,834

 

51.8

%  

Asia

 

606,893

 

42.9

 

295,155

 

37.4

 

250,574

 

34.9

Europe

 

117,990

 

8.3

 

119,427

 

15.1

 

94,793

 

13.2

Other

 

3,129

 

0.2

 

732

 

0.1

 

691

 

0.1

Total

$

1,415,826

    

100.0

%  

$

788,948

    

100.0

%  

$

718,892

    

100.0

%

The following table presents our net sales by extended warranty and service contracts recognized over time and our product and service revenue recognized at a point in time:

��

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2018

    

2021

    

2020

    

2019

Product and service revenue recognized at point in time

$

1,414,982

$

786,918

$

715,055

Extended warranty and service contracts recognized over time

 

844

 

2,030

 

3,837

Product

$

1,318,213

$

1,296,867

$

678,061

Services

137,741

 

118,959

 

110,887

Total

$

1,415,826

$

788,948

$

718,892

$

1,455,954

    

$

1,415,826

    

$

788,948

NOTE 4.           DISPOSED AND DISCONTINUED OPERATIONS

Disposed Operations

In May 2019, we sold our grid-tied central solar inverter services business to Bold Renewables Holdings, LLC ("Bold") for $1.00 dollar and theBold's assumption by Bold of our initialcertain product warranty and our extended warranty service obligations. In connection with this transaction, we entered into a Loan and Security Agreement with Bold (the "Loan and Security Agreement"). Under the Loan and Security Agreement,whereby we loaned Bold an aggregate $5.3 million between May 2019 and the first quarter of 2020. UnderDuring the year ended December 31, 2021, Bold repaid the amount borrowed at a discounted amount in accordance with the terms of the agreement. The loan is now fully repaid, and the Loan and Security Agreement and for the next ten years, we have made an additional $2.75 million available for borrowing, subject to the satisfaction of certain operating and liquidity covenants by Bold. The borrowings under the Loan and Security Agreement bear interest at 0% for the first seven years and 5% thereafter. Additionally, the Loan and Security Agreement provides for early payment discounts of 50% during the first three years, 45% for years four and five and 40% thereafter up to 30 days prior to the maturity of the Loan and Security Agreement. A discount of $2.3 million has been recognized as a reduction to our gain recognized on the sale. cancelled.

As a result of the transaction, during the year ended December 31, 2019, we reduced our discontinued operations liabilities by approximately $10.9 million that were related to initial product warranty and reduced our other liabilities by approximately $22.0 million that were related to extended warranty service obligations as well as reduced other assets and liabilities associated with the continuing grid-tied central solar inverter service and repair business. Accordingly, we recognized a $14.8 million non-cash gain was

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

recognized in Other income (expense) from continuing operations and an $8.6 million non-cash gain, net of tax expense of $2.4 million, was recognized in “IncomeIncome (loss) from discontinued operations."

Discontinued Operations

In December 2015, we completed the wind down of engineering, manufacturing, and sales of our solar inverter product line (the "inverter business").line. Accordingly, the results of our inverter business have beenare reflected as "IncomeIncome (loss) from discontinued operations, net of income taxes"taxes on our Consolidated Statements of Operations for all periods presented herein.Operations.

65

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

The effect of our sales of extended inverter warranties to our customers continues to be reflected in deferred revenue in our Consolidated Balance Sheets. Deferred revenue for extended inverter warranties and the associated costs of warranty service will be reflected in Sales and Cost of goods sold, respectively, from continuing operations in future periods in our Consolidated Statement of Operations as the deferred revenue is earned and the associated services are rendered. ExtendedWe no longer offer extended warranties related to the inverter product line are no longer offered.

The significant items included in "Income (loss) from discontinued operations, net of income taxes" are as follows:

Years Ended December 31, 

    

2020

    

2019

Sales

$

$

Cost of sales

 

 

(901)

Total operating expense

 

620

 

1,022

Operating income (loss) from discontinued operations

 

(620)

 

(121)

Other income (expense)

 

65

 

10,895

Income (loss) from discontinued operations before income taxes

 

(555)

 

10,774

Provision (benefit) for income taxes

 

(134)

 

2,294

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

$

(421)

$

8,480

Assets and Liabilities of discontinued operations are not significant.line.

NOTE 5.           INCOME TAXES

The geographic distribution of pretax income from continuing operations iswas as follows:

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2018

    

2021

    

2020

    

2019

Domestic

$

17,526

$

(20,597)

$

22,325

$

24,541

$

17,526

$

(20,597)

Foreign

 

140,621

 

87,791

 

150,051

 

124,170

 

140,621

 

87,791

$

158,147

$

67,194

$

172,376

$

148,711

$

158,147

$

67,194

The provision for income taxes from continuing operations is summarized as follows:

Years Ended December 31, 

    

2021

    

2020

    

2019

Current:

 

  

 

  

 

  

Federal

$

(2,468)

$

5,475

$

(9,627)

State

 

929

 

1,927

 

882

Foreign

 

14,217

 

16,216

 

18,429

Total current provision

12,678

23,618

9,684

Deferred:

 

  

 

  

 

  

Federal

762

(312)

3,822

State

 

(200)

 

1,270

 

(178)

Foreign

 

764

 

(1,580)

 

(2,629)

Total deferred provision (benefit)

 

1,326

 

(622)

 

1,015

Total provision for income taxes

$

14,004

$

22,996

$

10,699

Our effective tax rates differ from the U.S. federal statutory rate of 21% for the years ended December 31, 2021, 2020, and 2019 primarily due to the benefit of earnings in foreign jurisdictions which are subject to lower tax rates as well as reductions in uncertain tax positions and tax credits, offset by net U.S. tax on foreign operations, withholding taxes, and audit settlements.

6766

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

The provision for income taxes from continuing operations is summarized as follows:

Years Ended December 31, 

    

2020

    

2019

    

2018

Current:

 

  

 

  

 

  

Federal

$

5,475

$

(9,627)

$

1,423

State

 

1,927

 

882

 

12

Foreign

 

16,216

 

18,429

 

13,772

Total current provision

$

23,618

$

9,684

$

15,207

Deferred:

 

  

 

  

 

  

Federal

$

(312)

$

3,822

$

4,021

State

 

1,270

 

(178)

 

2,363

Foreign

 

(1,580)

 

(2,629)

 

3,636

Total deferred provision (benefit)

 

(622)

 

1,015

 

10,020

Total provision for income taxes

$

22,996

$

10,699

$

25,227

The Company’s effective tax rates differ from the U.S. federal statutory rate of 21% for the three years ended December 31, 2020 primarily due to the benefit of earnings in foreign jurisdictions which are subject to lower tax rates, offset by net U.S. tax on foreign operations and withholding taxes. The principal causes of the difference between the federal statutory rate and the effective income tax rate for each of the years below are as follows:

Years Ended December 31,

Years Ended December 31,

    

2020

    

2019

    

2018

    

2021

    

2020

    

2019

Income taxes per federal statutory rate

$

33,211

$

14,111

$

36,199

$

31,229

$

33,211

$

14,111

State income taxes, net of federal deduction

2,793

10

2,372

534

2,793

10

U.S. tax on foreign operations

9,666

5,805

6,943

5,786

9,666

5,805

Foreign derived intangible income deduction

(4,070)

(261)

(3,927)

(4,070)

Tax effect of foreign operations

(20,527)

(13,086)

(19,162)

(11,520)

(20,527)

(13,086)

Uncertain tax position

(3,215)

(4,487)

(3,088)

Uncertain tax positions

(6,899)

(3,215)

(4,487)

Audit settlements

7,764

Unremitted earnings

(567)

1,624

2,564

261

(567)

1,624

Tax credits

(2,292)

(2,088)

(1,484)

(6,149)

(2,292)

(2,088)

Change in valuation allowance

(1,175)

7,222

(1,306)

(73)

(1,175)

7,222

Withholding taxes

4,265

6,500

1,371

756

4,265

6,500

Executive compensation limitation

1,926

1,070

356

Other permanent items, net

4,907

(4,912)

1,079

(5,684)

3,837

(5,268)

Total provision for income taxes

$

22,996

$

10,699

$

25,227

$

14,004

$

22,996

$

10,699

68

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to be reversed. Significant deferred tax assets and liabilities consist of the following:

Years Ended December 31, 

    

2021

    

2020

Deferred tax assets

 

  

 

  

Stock-based compensation

$

2,528

$

2,130

Net operating loss and tax credit carryforwards

 

54,210

 

57,590

Interest expense limitation

7,344

7,344

Pension obligation

 

10,778

 

14,297

Excess and obsolete inventory

 

3,325

 

3,722

Accrued restructuring

2,223

2,468

Deferred revenue

 

4,195

 

3,048

Employee bonuses and commissions

 

3,861

 

5,388

Amortization

 

26,358

 

28,786

Operating lease liabilities

19,405

20,267

Other

 

8,017

 

8,925

Deferred tax assets

 

142,244

 

153,965

Less: Valuation allowance

 

(42,051)

 

(46,702)

Net deferred tax assets

 

100,193

 

107,263

Deferred tax liabilities

 

 

  

Depreciation and amortization

 

37,515

 

40,266

Unremitted earnings

 

4,435

 

4,173

Operating lease right-of-use assets

17,558

18,731

Other

 

3,364

 

3,380

Deferred tax liabilities

 

62,872

 

66,550

Net deferred tax assets

$

37,321

$

40,713

Years Ended December 31, 

    

2020

    

2019

Deferred tax assets

 

  

 

  

Stock-based compensation

$

2,130

$

1,757

Net operating loss and tax credit carryforwards

 

57,590

 

86,879

Interest expense limitation

7,344

7,620

Pension obligation

 

14,297

 

13,473

Excess and obsolete inventory

 

3,722

 

3,217

Accrued restructuring

2,468

Deferred revenue

 

3,048

 

3,305

Employee bonuses and commissions

 

5,388

 

2,537

Depreciation and amortization

 

28,786

 

29,015

Operating lease liabilities

20,267

23,451

Other

 

8,925

 

9,685

Deferred tax assets

 

153,965

 

180,939

Less: Valuation allowance

 

(46,702)

 

(76,206)

Net deferred tax assets

 

107,263

 

104,733

Deferred tax liabilities

 

  

 

  

Depreciation and amortization

 

40,266

 

41,549

Unremitted earnings

 

4,173

 

4,740

Operating lease right-of-use assets

18,731

22,774

Other

 

3,380

 

2,966

Deferred tax liabilities

 

66,550

 

72,029

Net deferred tax assets

$

40,713

$

32,704

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Table of Contents

ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Of the $40.7$37.3 million and $32.7$40.7 million net deferred tax asset on December 31, 2021 and 2020, and 2019, respectively, $50.8$47.2 million and $42.7$50.8 million is reflected as a net non-current deferred tax asset and $10.1$9.9 million and $10.0$10.1 million is reflected as a long-term liability on December 31, 20202021 and 2019,2020, respectively.

As of December 31, 2020, the Company has2021, we have recorded a valuation allowance on $4.2$4.0 million of itsour U.S. domestic deferred tax assets, largely attributable to state carryforward attributes that are expected to expire before sufficient income can be realized in those jurisdictions. The remaining valuation allowance on deferred tax assets approximates $42.5$38.0 million and is associated primarily with operations in Germany, Hong Kong, and Switzerland. As of December 31, 2020,2021, there is not sufficient positive evidence to conclude that such deferred tax assets, presently reduced by a valuation allowance, will be recognized. The December 31, 20202021 valuation allowance balance reflects a decrease of $29.5$4.7 million during the year. The change in the valuation allowance is primarily due to the dissolution of an Austrian entity, refinements in the determination of Artesyn attributes acquired in 2019, and the netting of Section 382 limited attributes that will never be available for utilization with their valuation allowance, partially offset by increases due todecreases from foreign exchange movements.movements and current year activity.

As of December 31, 2020, the Company2021, we had U.S., foreign and state tax loss carryforwards of $70.3$56.9 million, $129.6$129.0 million, and $117.7$117.1 million, respectively. Additionally, the Companywe had $0.2$0.8 million and $30.5 million of capital loss and interest expense limitation carryforwards, respectively. Finally, the Companywe had U.S. and state tax credit carryforwards of $1.3$1.5 million and $1.7 million, respectively. The U.S. and state net operating losses, tax credits, and interest expense limitation are subject to various utilization limitations under Section 382 of the Internal Revenue Code and applicable state laws. These Section 382 limited attributes have various expiration periods through 2036 or, in

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

the case of the interest expense limitation amount, no expiration period. Much of the foreign jurisdiction, and $8.0 million of the federal net operating loss carry forwards, have no expiration period.

We operate under a tax holiday in Singapore and China. These tax holidays are in effect through June 30, 2027 and December 31, 2022, respectively. The tax holiday is conditional upon our meeting certain employment and investment thresholds. The impact of the tax holidays decreased foreign taxes by $13.3 million and $13.0 million for 2021 and $4.0 million for 2020, and 2019, respectively. The benefit of the tax holiday on earnings per diluted share was $0.35 and $0.34 for 2021 and $0.12 for 2020, and 2019, respectively.

As of December 31, 2020,2021, we have undistributed earnings of certain foreign subsidiaries of approximately $58.9$32.4 million that we have indefinitely invested, and on which we have not recognized deferred taxes. Estimating the amount of potential tax is not practicable because of the complexity and variety of assumptions necessary to compute the tax.

We account for uncertain tax positions by applying a minimum recognition threshold to tax positions before recognizing these positions in the financial statements. The reconciliation of our total gross unrecognized tax benefits is as follows:

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2018

    

2021

    

2020

    

2019

Balance at beginning of period

$

13,009

$

13,162

$

15,990

$

9,673

$

13,009

$

13,162

Additions based on tax positions taken during a prior period

 

219

 

484

 

94

 

963

 

219

 

484

Additions based on tax positions taken during a prior period – acquisitions

 

 

4,479

 

757

Additions based on tax positions taken during a prior period - acquisitions

 

 

 

4,479

Additions based on tax positions taken during the current period

 

 

 

 

566

 

 

Reductions based on tax positions taken during a prior period

 

 

(4,295)

 

(153)

 

 

 

(4,295)

Reductions related to a lapse of applicable statute of limitations

 

(3,555)

 

(821)

 

(3,144)

 

(4,575)

 

(3,555)

 

(821)

Reductions related to a settlement with taxing authorities

 

 

 

(382)

 

(1,114)

 

 

Balance at end of period

$

9,673

$

13,009

$

13,162

$

5,513

$

9,673

$

13,009

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Table of Contents

ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

The unrecognized tax benefits of $9.7$5.5 million, if recognized, will impact the Company’sour effective tax rate. In accordance with our accounting policy, we recognize accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. We had $3.2$0.4 million and $3.0$3.2 million of accrued interest and penalties on December 31, 2021 and 2020, and 2019, respectively. We expect the total amount of tax contingencies will decrease by approximately $3.5 million in 2021 based on statute of limitation expiration.

With few exceptions, the Company iswe are no longer subject to federal, state, or foreign income tax examinations by tax authorities for years before 2017.2018.

NOTE 6.           EARNINGS PER SHARE

BasicWe compute basic earnings per share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. The computation of our diluted EPS computation is similar to the computation of our basic EPS except thatwe increase the denominator is increased to include the number of additional common shares that would have been outstanding (using the if-converted and treasury stock methods), if our outstanding stock options and restricted stock units had been converted to common shares and if(when such assumed conversion is dilutive.dilutive).

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

The following is a reconciliation of the weighted-average shares outstanding used in the calculation of basic and diluted earnings per share:

Years Ended December 31, 

    

2020

    

2019

    

2018

Income from continuing operations

$

135,151

$

56,495

$

147,149

Income from continuing operations attributable to noncontrolling interest

 

55

 

34

 

86

Income from continuing operations attributable to Advanced Energy Industries, Inc.

$

135,096

$

56,461

$

147,063

Basic weighted-average common shares outstanding

 

38,314

 

38,281

 

39,081

Assumed exercise of dilutive stock options and restricted stock units

 

228

 

214

 

271

Diluted weighted-average common shares outstanding

 

38,542

 

38,495

 

39,352

Continuing operations:

 

  

 

  

 

  

Basic earnings per share

$

3.53

$

1.47

$

3.76

Diluted earnings per share

$

3.51

$

1.47

$

3.74

The following stock options and restricted units were excluded in the computation of diluted earnings per share because they were anti-dilutive:

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2018

2021

    

2020

    

2019

Restricted stock units

 

 

 

2

Income from continuing operations

$

134,707

$

135,151

$

56,495

Less: income from continuing operations attributable to noncontrolling interest

 

44

 

55

 

34

Income from continuing operations attributable to Advanced Energy Industries, Inc.

$

134,663

$

135,096

$

56,461

Basic weighted-average common shares outstanding

 

38,143

 

38,314

 

38,281

Assumed exercise of dilutive stock options and restricted stock units

 

212

 

228

 

214

Diluted weighted-average common shares outstanding

 

38,355

 

38,542

 

38,495

Continuing operations:

 

  

 

  

 

  

Basic earnings per share

$

3.53

$

3.53

$

1.47

Diluted earnings per share

$

3.51

$

3.51

$

1.47

Share Repurchase

In September 2015, our Board of Directors authorized a program to repurchase up to $150.0 million of our common stock over a thirty-month period. In November 2017, our Board of Directors approved an extension of the share repurchase program to December 2019 from its original maturity of March 2018. In May 2018, our Board of Directors approved a $50 million increase in its authorization to repurchase shares of our common stock under this same program.

 On December 18, 2019, our Board of Directors authorized the removal of the expiration date to the Company’s share repurchase program and increased the authorized amount by $25.1 million. As of December 31, 2020, the Company is authorized for the future repurchase of shares of our common stock of up to a total of $38.4 million.

In order toTo execute the repurchase of shares of our common stock, the Companywe periodically entersenter into stock repurchase agreements. The Company has repurchased the following shares of common stock:table summarizes these repurchases:

Years Ended December 31, 

(in thousands, except per share amounts)

    

2020

    

2019

    

2018

Amount paid to repurchase shares

$

11,630

$

$

95,125

Number of shares repurchased

 

244

 

 

1,696

Average repurchase price per share

$

47.75

$

$

56.07

Years Ended December 31, 

(in thousands, except per share amounts)

    

2021

    

2020

Amount paid to repurchase shares

$

78,125

$

11,630

Number of shares repurchased

 

901

 

244

Average repurchase price per share

$

86.76

$

47.75

Remaining authorized by Board of Directors for future repurchases as of period end

$

128,377

$

38,369

There were no0 shares repurchased from related parties. All shares repurchased were recognized as a reduction to Additional paid-in capital. Repurchased shares were retired and assumed the status of authorized and unissued shares.

On July 29, 2021, the Board of Directors approved an increase to the share repurchase program, which authorized the Company to repurchase up to $200 million in shares of our common stock with no time limitation.

7169

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

NOTE 7.           FAIR VALUE MEASUREMENTS

The following tables present information about the Company’sour assets and liabilities measured at fair value on a recurring basis.

December 31, 2021

Description

Balance Sheet Classification

Level 1

Level 2

Level 3

Total
Fair Value

Assets:

   

   

   

   

   

Certificates of deposit

Marketable securities

$

2,296

$

2,296

Interest rate swaps

Deposits and other assets

2,739

2,739

Total assets measured at fair value on a recurring basis

$

$

5,035

$

$

5,035

Liabilities:

Contingent consideration

Other current liabilities

$

1,738

$

1,738

Total liabilities measured at fair value on a recurring basis

$

$

$

1,738

$

1,738

December 31, 2020

December 31, 2020

Description

Balance Sheet Classification

Level 1

Level 2

Level 3

Total
Fair
 Value

Balance Sheet Classification

Level 1

  

Level 2

  

Level 3

  

Total
Fair Value

Assets:

   

   

   

   

   

   

   

   

   

   

Certificates of deposit

Marketable securities

$

$

2,654

$

$

2,654

Marketable securities

$

$

2,654

$

$

2,654

Total assets measured at fair value on a recurring basis

$

$

2,654

$

$

2,654

$

$

2,654

$

$

2,654

Liabilities:

Contingent consideration

Other current liabilities

$

$

$

2,009

$

2,009

Other current liabilities

$

$

$

2,009

$

2,009

Contingent consideration

Other long-term liabilities

2,940

2,940

Other long-term liabilities

2,940

2,940

Interest rate swaps

Other long-term liabilities

2,811

2,811

Other long-term liabilities

2,811

2,811

Total liabilities measured at fair value on a recurring basis

$

$

2,811

$

4,949

$

7,760

$

$

2,811

$

4,949

$

7,760

December 31, 2019

Description

Balance Sheet Classification

Level 1

  

Level 2

  

Level 3

  

Total
Fair
 Value

Assets:

   

   

   

   

   

Certificates of deposit

Marketable securities

$

$

2,614

$

$

2,614

Total assets measured at fair value on a recurring basis

$

$

2,614

$

$

2,614

Liabilities:

Contingent consideration

Other long-term liabilities

$

$

$

1,377

$

1,377

Total liabilities measured at fair value on a recurring basis

$

$

$

1,377

$

1,377

The fair value of foreign currency forward contracts is based on the movement in the forward rates of foreign currency cash flows in which the hedging instrument is denominated. We determine the fair value of interest rate swaps by estimating the net present value of the expected cash flows based on market rates and associated yield curves, adjusted for non-performance credit risk, as applicable. See Note 8. Derivative Financial Instruments for additional information. The fair value of contingent consideration is determined by estimating the net present value of the expected cash flows based on the probability of expected payment.

For all periods presented, there were 0 transfers into or out ofLevel3. 3.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

NOTE 8.           DERIVATIVE FINANCIAL INSTRUMENTS

We are impacted by changesChanges in foreign currency exchange rates.rates impact us. 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. These derivative instruments are typically executed for one-month periods and not designated as hedges; however, they do economically offset the fluctuations of our assets and liabilities due to foreign exchange rate changes. These forward contracts are typically for one-month periods. As of December 31, 2020, and 2019, we did not have any currency exchange rate contracts outstanding.

72

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

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. As of December 31, 2021 and 2020, there were 0 foreign currency forward contracts outstanding.

In April 2020, the Companywe executed interest rate swap contracts with independent financial institutions to partially reduce the variability of cash flows in LIBOR indexed debt interest payments on our Term Loan Facility (under the Company’sour existing Credit Agreement dated as of September 10, 2019)2019, as amended). These transactions are accounted for as cash flow hedging instruments.

The interest rate swap contracts fixed 85%a portion of the outstanding principal balance on our term loan to a total interest rate of 1.271%. This is comprised of 0.521% average fixed rate per annum in exchange for a variable interest rate based on one-month USD-LIBOR-BBA plus the credit spread in the Company’sour existing Credit Agreement, which is 75 basis points at current leverage ratios.

The following table summarizes the notional amount of the Company’sour qualified hedging instruments:

December 31, 

December 31, 

December 31, 

December 31, 

    

2020

    

2019

    

2021

    

2020

Interest rate swap contracts

$

273,219

$

$

255,719

$

273,219

On December 31, 2020,The following table summarizes the amounts recorded in Accumulated other comprehensive loss on the Consolidated Balance Sheets includes $2.1 million, net of tax, related to changes in fair value on the interest rate swap contracts.for qualifying hedges.

December 31, 

December 31, 

    

2021

    

2020

Interest rate swap contracts - gains (losses)

$

2,107

$

(2,139)

See Note 7. Fair Value Measurements for information regarding fair value of derivative instruments.

As a result of the use ofusing derivative financial instruments, the Company iswe are exposed to the risk that counterparties to derivative contracts maycould fail to meet their contractual obligations. The Company manages counterparty creditWe manage this risk in derivative contracts by reviewing counterparty creditworthiness on a regular basis and limiting exposure to any single counterparty.

71

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

NOTE 9.           ACCOUNTS AND OTHER RECEIVABLE, NET

AccountsWe record accounts and other receivable are recorded at net realizable value. Components of accounts and other receivable, net of reserves, arewere as follows:

December 31, 

December 31, 

December 31, 

December 31, 

    

2020

    

2019

    

2021

    

2020

Amounts billed, net

$

213,560

$

227,528

$

217,549

$

213,560

Unbilled receivables

21,618

 

19,036

19,678

 

21,618

Total receivables, net

$

235,178

$

246,564

$

237,227

$

235,178

"Amounts billed, net consist ofnet" represents amounts that have been invoiced to our customers in accordance with our terms and conditions and are shown net ofreflects an allowance for expected credit losses. These receivables are all short term in nature and do not include any financing components.

"Unbilled receivablesreceivables" consist of amounts where we have satisfied our contractual obligations related toassociated with customer inventory stocking contracts with customers.agreements. Such amounts typically become billable toupon the customer upon theircustomer's consumption of the inventory managed under the stocking contracts.inventory. We anticipate thatinvoicing and collecting substantially all unbilled receivables will be invoiced and collected overwithin the next twelve months. These contracts do not include any financing components.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

The following table summarizes the changes in expected credit losses:

Balance as of December 31, 2019

   

$

7,745

December 31, 

December 31, 

    

2021

    

2020

Balance at beginning of period

   

$

7,602

$

7,745

Additions

 

368

 

135

 

368

Deductions - write-offs, net of recoveries

 

(511)

 

(687)

 

(511)

Balance as of December 31, 2020

$

7,602

Foreign currency translation

(18)

Other

(1,248)

Balance at end of period

$

5,784

$

7,602

NOTE 10.           INVENTORIES

OurWe value inventories are valued at the lower of cost or net realizable value and computed on a first-in, first-out ("FIFO") basis. Components of inventories arewere as follows:

December 31, 

December 31, 

December 31, 

    

2020

    

2019

    

2021

    

2020

Parts and raw materials

$

141,337

$

134,816

$

261,365

$

141,337

Work in process

 

13,702

 

10,269

 

24,222

 

13,702

Finished goods

 

66,307

 

84,934

 

52,823

 

66,307

Total

$

221,346

$

230,019

$

338,410

$

221,346

72

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

NOTE 11.           PROPERTY AND EQUIPMENT, NET

Property and equipment, net is comprised of the following:

December 31, 

Estimated Useful

December 31, 

December 31, 

    

2020

    

2019

    

Life (in years)

    

2021

    

2020

Buildings and land

$

1,776

$

1,693

Buildings

25

$

1,625

$

1,776

Machinery and equipment

 

115,404

 

108,945

5 to 8

 

133,010

 

115,404

Computer and communication equipment

 

26,623

 

29,106

Furniture and fixtures

 

4,352

 

4,119

Vehicles

 

262

 

262

Computer equipment, furniture, fixtures, and vehicles

3 to 5

 

33,490

 

31,237

Leasehold improvements

 

42,984

 

33,041

2 to 10

 

48,370

 

42,984

Construction in process

 

3,693

 

9,089

 

5,914

 

3,693

 

195,094

 

186,255

 

222,409

 

195,094

Less: Accumulated depreciation

 

(80,363)

 

(78,146)

 

(107,579)

 

(80,363)

Property and equipment, net

$

114,731

$

108,109

$

114,830

$

114,731

The following table summarizes depreciation expense. All depreciation expense is recorded in income from continuing operations.

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2018

2021

    

2020

    

2019

Depreciation expense

$

27,641

$

13,979

$

7,818

$

30,833

$

27,641

$

13,979

74

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

NOTE 12.           GOODWILL

The following table summarizes the changes in goodwill:

Balance as of December 31, 2018

$

101,900

Measurement period adjustments to purchase price allocation

(41,996)

December 31, 

December 31, 

    

2021

    

2020

Balance at beginning of period

$

209,983

$

202,932

Measurement period adjustments to purchase price allocations

(1,426)

1,957

Additions from acquisition

143,262

5,877

1,749

Foreign currency translation

(234)

(2,244)

3,345

Balance as of December 31, 2019

     

$

202,932

Measurement period adjustments to purchase price allocation

1,957

Additions from acquisition

1,749

Foreign currency translation

3,345

Balance as of December 31, 2020

$

209,983

Balance at end of period

    

$

212,190

$

209,983

Additions and adjustments are the result of finalizing the Artesyn acquisition and other allocations.business combinations. Refer to Note 2. Business Acquisitions.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

NOTE 13.           INTANGIBLE ASSETS

Intangible assets consisted of the following:

    

Gross Carrying 

    

Accumulated 

    

Net Carrying 

December 31, 2021

December 31, 2020

Amount

Amortization

Amount

    

Gross Carrying 

    

Accumulated 

    

Net Carrying 

Amount

Amortization

Amount

Technology

$

85,075

$

(24,999)

$

60,076

$

91,461

$

(35,854)

$

55,607

Customer relationships

 

114,171

 

(26,880)

 

87,291

 

118,706

(34,187)

 

84,519

Trademarks and other

 

27,021

 

(5,449)

 

21,572

 

27,244

(7,964)

 

19,280

Total

$

226,267

$

(57,328)

$

168,939

$

237,411

$

(78,005)

$

159,406

    

Gross Carrying 

    

Accumulated 

    

Net Carrying

December 31, 2020

December 31, 2019

Amount

Amortization

 Amount

    

Gross Carrying 

    

Accumulated 

    

Net Carrying

Amount

Amortization

 Amount

Technology

$

83,368

$

(14,250)

$

69,118

$

85,075

$

(24,999)

$

60,076

Customer relationships

 

108,995

 

(18,197)

 

90,798

 

114,171

 

(26,880)

 

87,291

Trademarks and other

 

26,888

 

(2,793)

 

24,095

 

27,021

 

(5,449)

 

21,572

Total

$

219,251

$

(35,240)

$

184,011

$

226,267

$

(57,328)

$

168,939

At December 31, 2020,2021, the weighted average remaining useful life of intangibles subject to amortization was approximately 10.59.8 years.

Amortization expense related to intangible assets was as follows:

Years Ended December 31, 

    

2021

    

2020

    

2019

Amortization expense

$

22,060

$

20,129

$

12,168

Estimated amortization expense related to intangibles is as follows:

Years Ended December 31, 

    

2020

    

2019

    

2018

Amortization expense

$

20,129

$

12,168

$

5,774

Year Ending December 31,

    

2022

 

22,025

2023

 

22,007

2024

 

19,148

2025

 

14,653

2026

12,937

Thereafter

 

68,636

Total

$

159,406

7574

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Estimated amortization expense related to intangibles is as follows:

Year Ending December 31, 

    

2021

$

20,565

2022

 

20,276

2023

 

20,257

2024

 

17,334

2025

 

12,822

Thereafter

 

77,685

Total

$

168,939

NOTE 14.           RESTRUCTURING COSTS

During 2018, we committed to a restructuring plan to optimize our manufacturing footprint and to improve our operating efficiencies and synergies related to our recent acquisitions. For the year ended December 31, 2020,periods presented, we incurred severance costs primarily related to the transition and exit of our facility in Shenzhen, PRC and actions associated with synergies related to the Artesyn acquisition.

The table below summarizes the restructuring charges:

Cumulative Cost

Years Ended December 31, 

Through December 31,

Years Ended December 31, 

2020

    

2019

    

2018

    

2020

2021

    

2020

    

2019

Severance and related charges

    

$

9,632

$

3,042

$

4,239

$

16,913

    

$

3,467

$

9,632

$

3,042

Facility relocation and closure charges

 

3,534

 

1,996

 

 

5,530

 

1,285

 

3,534

 

1,996

Total restructuring charges

$

13,166

$

5,038

$

4,239

$

22,443

$

4,752

$

13,166

$

5,038

Cumulative Cost

Through

December 31, 

2021

Severance and related charges

    

$

20,380

Facility relocation and closure charges

6,815

Total restructuring charges

$

27,195

The following table summarizes ourOur restructuring liabilities on December 31, 2020:are included in other accrued expenses in our Consolidated Balance Sheets and related primarily to severance and associated costs. Changes in restructuring liabilities were as follows:

    

    

Cost

    

    

    

    

December 31, 

December 31, 

Incurred

Cost Paid

Effect of

2021

    

2020

Balance at

and

or

Changes in

Balance at

December 31,

Charged to

Otherwise

Exchange

December 31, 

2019

Expense

Settled

Rates

2020

Total restructuring liabilities

$

2,172

$

13,166

$

(4,714)

$

17

$

10,641

Balance at beginning of period

    

$

10,641

$

2,172

Costs incurred and charged to expense

4,752

13,166

Costs paid or otherwise settled

(6,127)

(4,714)

Effects of changes in exchange rate

(3)

17

Balance at end of period

$

9,263

$

10,641

As of December 31, 2020, and 2019, the accrued restructuring liabilities related primarily to severance and related charges.

NOTE 15.           WARRANTIES

Provisions of ourOur sales agreements include customary product warranties, rangingwarranty provisions, which range from 12 months to 24 months after shipment. TheWe record the estimated warranty obligations cost of our warranty obligation is recorded when revenue is recognized andwe recognize revenue. This estimate is based upon ouron historical experience by product and configuration.

Our estimated warranty obligation is included in other accrued expenses in our Consolidated Balance Sheets. Changes in our product warranty obligation were as follows:

Years Ended December 31, 

    

2021

    

2020

Balance at beginning of period

$

4,780

$

6,413

Warranty acquired in business combinations

15

Increases to accruals

 

3,165

 

2,996

Warranty expenditures

 

(4,587)

 

(4,688)

Effect of changes in exchange rates

 

(8)

 

44

Balance at end of period

$

3,350

$

4,780

7675

Table of Contents

ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Our estimated warranty obligation is included in Other accrued expenses in our Consolidated Balance Sheets. Changes in our product warranty obligation are as follows:

Years Ended December 31, 

    

2020

    

2019

    

2018

Balances at beginning of period

$

6,413

$

2,084

$

2,312

Warranty acquired in business combinations

 

15

 

4,818

 

305

Increases to accruals

 

2,996

 

1,752

 

1,606

Warranty expenditures

 

(4,688)

 

(2,249)

 

(2,127)

Effect of changes in exchange rates

 

44

 

8

 

(12)

Balances at end of period

$

4,780

$

6,413

$

2,084

NOTE 16.    LEASES

The Company leases manufacturing and office space under non-cancelable operating leases. Some of these leases contain provisions for landlord funded leasehold improvements, which are recorded as a reduction to right-of-use ("ROU") assets and the related operating lease liabilities. For leases containing an option to renew, we regularly evaluate the renewal options and when they are reasonably certain of exercise, we include the renewal period in our lease terms, along with the ROU assets and operating lease liabilities. In many cases, we have lease terms that are less than one year, and therefore, we have elected the practical expedient to exclude these short-term leases from our ROU assets and operating lease liabilities. New leases are negotiated and executed to meet business objectives on an on-going basis. 

Our leases do not provide an implicit rate. Accordingly, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. We have a centrally managed treasury function; therefore, we apply a portfolio approach for determining the incremental borrowing rate applicable to the lease term.

Components of operating lease cost were as follows:

Year Ended December 31,

Years Ended December 31, 

    

2020

    

2019

    

2021

    

2020

2019

Operating lease cost

$

22,920

$

11,052

$

23,443

$

22,920

$

11,052

Short-term and variable lease cost

1,895

4,726

2,555

1,895

4,726

Total operating lease cost

$

24,815

$

15,778

$

25,998

$

24,815

$

15,778

Maturities of our operating lease liabilities on December 31, 2020 are as follows:

Year Ending December 31,

    

    

    

2021

$

21,126

2022

 

16,177

$

20,416

2023

 

12,979

 

17,230

2024

 

11,593

 

14,812

2025

10,133

12,426

2026

11,079

Thereafter

74,635

65,785

Total lease payments

146,643

141,748

Less: Interest

(34,058)

(30,725)

Present value of lease liabilities

$

112,585

$

111,023

77

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

We have 1 lease agreementagreements that commencescommence in March 2021the future between 2022 and 2023 with total payments of $3.5$4.3 million over five years. Other information related to leases, including supplemental cash flow information, consists of:through 2029.

Year Ended December 31,

2021

    

2020

Weighted average remaining lease term (in years)

9.81

10.65

Weighted average discount rate

4.51

%

4.63

%

Year Ended December 31,

    

2021

    

2020

2019

Cash paid for operating leases

$

23,668

$

21,877

$

12,101

Right-of-use assets obtained in exchange for operating lease liabilities

$

16,399

$

33,741

$

84,551

Year Ended December 31,

    

2020

    

2019

Weighted average remaining lease term (in years)

10.65

7.50

Weighted average discount rate

4.63

%

4.05

%

Cash paid for operating lease liabilities

$

21,877

$

12,101

Right-of-use assets obtained in exchange for operating lease liabilities(1)

$

33,741

$

84,551

(1)Included in 2019 are the right-of-use assets of $60.1 million obtained in connection with the acquisition of Artesyn in September 2019. Subsequent measurement period adjustments that occurred in the year ended December 31, 2020 reduced this amount to $54.4 million. See Note 2. Business Acquisitions for more details.

NOTE 17.           EMPLOYEE RETIREMENT PLANS AND POSTRETIREMENT BENEFITS

Defined Contribution Plans

We have a 401(k) profit-sharing and retirement savings plan covering substantially all full-time U.S. employees. Participants may defer up to the maximum amount allowed as determinedpermitted by law. ParticipantsEffective January 1, 2022, participants are immediately vested in both their own contributions and profit-sharing contributions. Profit-sharing contributions, to the plan, which are discretionary, are approved by the Board of Directors. Vesting in the profit-sharing contribution account is based on years of service, with most participants fully vested after four years of credited service. For the years ended December 31, 2021, 2020, and 2019 and 2018we based our profit-sharing contribution for participants in our 401(k) plan was based on matching 50% of employee contributions made by employees up to 6% of the employee’s compensation.

During the years ended December 31, 2021, 2020, 2019, and 20182019 we recognized total defined contribution plan costs of $3.1 million, $2.6 million, and $1.6 million, and $1.4 million, respectively.

Defined Benefit Plan

We maintain defined benefit pension plans for certain of our non-U.S. employees in the U.K., Germany, and Philippines. Each plan is managed locally and in accordance with respective local laws and regulations.

To measure the expense and related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits.

The information provided below includes one pension plan which is part of discontinued operations. As such, all related liabilities and expenses are reported in discontinued operations in the Company’s Consolidated Balance Sheets and Consolidated Statements of Operations for all periods presented.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Defined Benefit Plan

We maintain defined benefit pension plans for certain of our non-U.S. employees in the U.K., Germany, and Philippines. Each plan is managed locally and in accordance with respective local laws and regulations.

To measure the expense and related benefit obligation, we make various assumptions, including discount rates used to value the obligation, expected return on plan assets used to fund these expenses, and estimated future inflation rates. We base these assumptions on historical experience as well as facts and circumstances. We use an actuarial analysis to measure the expense and liability associated with pension benefits.

The Company’sinformation provided below includes one pension plan which is part of discontinued operations. As such, for all periods presented, all related expenses are reported in discontinued operations in the Consolidated Statements of Operations.

Our projected benefit obligation and plan assets for defined benefit pension plans and the related assumptions used to determine the related liabilities are as follows:

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2021

    

2020

Projected benefit obligation, beginning of year

$

83,262

$

33,178

$

97,740

$

83,262

Acquisition

 

 

48,350

Service cost

 

1,068

 

272

 

1,282

 

1,068

Interest cost

 

1,716

 

1,211

 

1,452

 

1,716

Actuarial (gain) loss

 

7,591

 

(193)

 

(8,682)

 

7,591

Benefits paid

 

(1,199)

 

(1,779)

 

(2,010)

 

(1,199)

Translation adjustment

 

5,302

 

2,223

 

(4,006)

 

5,302

Projected benefit obligation, end of year

97,740

83,262

$

85,776

$

97,740

Fair value of plan assets, beginning of year

14,903

13,433

$

17,293

$

14,903

Acquisitions

 

 

102

Actual return on plan assets

 

682

 

380

 

641

 

682

Contributions

 

1,827

 

644

 

1,775

 

1,827

Benefits paid

 

(993)

 

(1,176)

 

(1,112)

 

(993)

Actuarial gain

 

180

 

1,064

 

71

 

180

Translation adjustment

 

694

 

456

 

(147)

 

694

Fair value of plan assets, end of year

17,293

14,903

$

18,521

$

17,293

Funded status of plan

$

(80,447)

$

(68,359)

$

(67,255)

$

(80,447)

The components of net periodic pension benefit cost recognized in our Consolidated Statements of Operations for the periods presented are as follows:

Years Ended December 31, 

    

2020

    

2019

    

2018

Service cost

$

1,068

$

272

$

841

Interest cost

1,716

1,211

802

Expected return on plan assets

 

(683)

 

(615)

 

(665)

Amortization of actuarial gains and losses

 

459

 

411

 

478

Net periodic pension cost

$

2,560

$

1,279

$

1,456

Assumptions used in the determination of the net periodic pension cost are:

Years Ended December 31, 

 

Years Ended December 31, 

    

2020

    

2019

    

2018

 

    

2021

    

2020

    

2019

Discount rate

 

1.8

%  

2.7

%  

2.8

%

Expected long-term return on plan assets

 

3.7

%  

4.6

%  

4.8

%

Service cost

$

1,282

$

1,068

$

272

Interest cost

1,452

1,716

1,211

Expected return on plan assets

 

(642)

 

(683)

 

(615)

Amortization of actuarial gains and losses

 

820

 

459

 

411

Net periodic pension cost

$

2,912

$

2,560

$

1,279

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Assumptions used in the determination of the net periodic pension cost are:

Years Ended December 31, 

 

    

2021

    

2020

    

2019

 

Discount rate

 

1.6

%  

1.8

%  

2.7

%

Expected long-term return on plan assets

 

3.2

%  

3.7

%  

4.6

%

The fair value of the Company’sour qualified pension plan assets by category arewas as follows:

December 31, 2020

December 31, 2021

    

Level 1

    

Level 2

    

Level 3

    

Total

    

Level 1

    

Level 2

    

Level 3

    

Total

Multi-Asset Fund

$

$

5,149

$

$

5,149

Diversified Growth Fund

 

 

5,134

 

 

5,134

$

$

12,249

$

$

12,249

Corporate Bonds

 

 

4,906

 

 

4,906

 

4,640

4,640

Insurance Contracts

 

 

1,109

 

1,109

984

984

Cash

 

995

 

 

 

995

 

648

648

Total

$

995

$

15,189

$

1,109

$

17,293

$

648

$

16,889

$

984

$

18,521

December 31, 2019

December 31, 2020

    

Level 1

    

Level 2

    

Level 3

    

Total

    

Level 1

    

Level 2

    

Level 3

    

Total

Multi-Asset Fund

$

$

4,825

$

$

4,825

$

$

5,149

$

$

5,149

Diversified Growth Fund

 

 

4,855

 

 

4,855

 

 

5,134

 

 

5,134

Index-Linked Gilts

 

 

1,934

 

 

1,934

Corporate Bonds

 

 

2,090

 

 

2,090

 

 

4,906

 

 

4,906

Insurance Contracts

1,045

1,045

 

 

1,109

 

1,109

Cash

 

154

 

 

 

154

 

995

 

 

 

995

Total

$

154

$

13,704

$

1,045

$

14,903

$

995

$

15,189

$

1,109

$

17,293

On December 31, 2020,2021, our plan’s assets of $17.3$18.5 million were invested in fivecash plus three separate funds including, a multi-asset fund (29.8%), a diversified growth fund (29.7%(66.1%), corporate bonds (28.4%(25.1%), and insurance contracts (6.4%(5.3%). The asset and growth funds aimfund aims to generate an ‘equity-like’"equity-like" return over an economic cycle with significantly reduced volatility relative to equity markets and havehas the scope to use a diverse range of asset classes, including equities, bonds, cash, and alternatives e.g.(e.g., property, infrastructure, high yield bonds, floating rate debt, private, equity, hedge funds and currency.currency). These investments are intended to provide a degree of protection against changes in the value of our plan’s liabilities related to changes in long-term expectations for interest rates and inflation expectations.

Expected future payments underduring the next ten years for our defined benefit pension plans based on foreign exchange rates as of December 31, 2020, are as follows:

Expected Future Benefit Payments

2021

    

$

2,255

Year Ending December 31,

    

2022

1,972

$

1,778

2023

2,184

2,068

2024

2,891

2,847

2025

2,301

2,299

2026 - 2030

49,098

2026

5,395

2027 to 2031

18,739

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

NOTE 18.           STOCK-BASED COMPENSATION

As of December 31, 2020,2021, we had 2 active stock-based incentive compensation plan: the 2017 Omnibus Incentive Plan ("the 2017 Plan") and the Employee Stock Purchase Plan ("ESPP"). AllWe issue all new equity compensation grants are issued under these 2 plans; however, outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans. Our stock plans are administered by the Board of Directors Compensation Committee. On December 31, 2020,2021, there were 3.03.3 million shares reserved and 2.32.6 million shares available for future grant under our stock-based incentive plans.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

On May 4, 2017, the stockholders approved the Company’s 2017 Omnibus Incentive Plan, ("the 2017 Plan") and all shares that were then available for issuance under the 2008 Omnibus Incentive Plan ("the 2008 Plan") are now available for issuance under the 2017 Plan. The 2017 Plan and 2008 Plan provide for the grant of stock options, stock appreciation rights, restricted stock, stock units (including deferred stock units), unrestricted stock, and dividend equivalent rights. Any of the awards issued may be issued as performance-based awards to align stock compensation awards to the attainment of annual or long-term performance goals. As of December 31, 2020,2021, there were 2.11.9 million shares available for grant under the 2017 Plan.

The Company grants restricted stock units and performance stock units. The grant date fair values of restricted stock units and performance stock units are based on the closing market price of our common stock on the grant date. Our restricted stock units vest based on continued service. Our performance stock units vest based on achievement of certain performance goals and certification of performance achievement by the Compensation Committee of the Board of Directors. Stock-based compensation expense, net of forfeitures, is recognized on a straight-line basis over the requisite service period. For performance stock units, compensation expense is updated for the Company’s expected performance level against performance goals at the end of each reporting period, which involves judgment as to achievement of certain performance metrics.

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. Stock-based compensation was as follows:

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2018

    

2021

    

2020

    

2019

Equity classified awards

$

15,428

$

12,272

$

7,327

Liability classified awards

311

Stock-based compensation expense

$

12,272

$

7,327

$

9,703

$

15,739

$

12,272

$

7,327

Our stock-based compensation expense is based on the value of the portion of share-based payment awards that are ultimately expected to vest, assuming estimated forfeitures at the time of grant. Estimated forfeiture rates for our stock-based compensation expense applicable to stock options and restricted stock units ("RSU’s")RSUs were approximately 5%8%, 10%5% and 10% for the years ended December 31, 2021, 2020 2019 and 2018,2019, respectively.

Restricted Stock Units

The fair value of ourGenerally, we grant RSUs is determined based uponwith a three-year time-based vesting schedule. Certain RSUs contain performance-based or market-based vesting conditions in addition to the closing fair market value of our common stock on the grant date. time-based vesting requirements.

Changes in theour unvested RSUs were as follows:

2020

Year Ended December 31, 2021

    

Weighted-

    

    

Weighted-

Average

Average

Grant 

Number of

Grant Date

    

Shares

Value

RSUs

Fair Value

RSUs outstanding at beginning of period

 

534

$

56.56

 

608

$

58.15

RSUs granted

 

342

 

59.51

 

406

$

94.60

RSUs vested

 

(152)

 

57.14

 

(178)

$

62.82

RSUs forfeited

 

(116)

 

58.10

 

(209)

$

70.34

RSUs outstanding at end of period

 

608

$

58.15

 

627

$

76.37

The total intrinsic value of RSUs converted to shares for the years ended December 31, 2020, 2019 and 2018 were $9.2 million, $8.3 million, and $13.6 million, respectively. As of December 31, 2020, there was $7.8 million of total unrecognized compensation cost, net of expected forfeitures related to non-vested RSUs granted, which is expected to be recognized through November 2023, with a weighted-average remaining vesting period of 1.0 years.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

The total intrinsic value of RSUs converted to shares for the years ended December 31, 2021, 2020 and 2019 were $19.2 million, $9.2 million, and $8.3 million, respectively. As of December 31, 2021, there was $21.4 million of total unrecognized compensation cost, net of expected forfeitures related to non-vested RSUs granted, which is expected to be recognized through December 2024, with a weighted-average remaining vesting period of 1.1 years.

Stock Options

StockGenerally, we grant stock option awards are generally granted with an exercise price equal to the market price of our stock at the date of grant and with either a three or four-year vesting schedule or performance-based vesting as determined at the time of grant.vesting; however, 0 stock options were granted in 2021. Stock option awards generally have a term of ten years.years.

Changes in our outstanding stock options were as follows:

2020

Year Ended December 31, 2021

    

Weighted-

    

    

Weighted-

Average

Average

 Exercise 

Number of

Exercise Price

    

Shares

Price

Options

per Share

Options outstanding at beginning of period

 

185

$

21.56

 

147

$

23.63

Options exercised

 

(33)

 

13.43

 

(35)

$

21.10

Options forfeited

 

0

 

0

Options expired

 

(5)

 

15.43

Options outstanding at end of period

 

147

$

23.63

 

112

$

24.41

The total intrinsic value of options exercised for the years ended December 31, 2021, 2020 and 2019 and 2018 was $2.6 million, $1.9 million, $1.6 million and $4.1$1.6 million, respectively. All options outstanding on December 31, 20202021 are vested and have aggregate intrinsic value of $10.8$7.5 million and weighted-average remaining contractual life of 3.93.0 years.

The following table summarizes information about the stock options outstanding on December 31, 2020:2021:

Options Outstanding and Exercisable

Options Outstanding and Exercisable

Weighted-Average

Weighted-

Number

Weighted-Average

Weighted-

Number

Remaining

Average

Outstanding

Remaining

Average

Range of Exercise Prices

    

Outstanding

    

Contractual Life

    

Exercise Price

    

(In 000's)

    

Contractual Life

    

Exercise Price

$9.51 to $12.44

 

5

 

0.67 years

$

11.18

$18.77

 

43

 

3.75 years

 

18.77

 

28

 

2.75 years

$

18.77

$26.32

 

99

 

4.10 years

 

26.32

 

84

 

3.10 years

$

26.32

$9.51 to $26.32

 

147

 

3.89 years

$

23.63

$18.77 to $26.32

 

112

 

3.01 years

$

24.41

Employee Stock Purchase Plan

The ESPP, a stockholder-approved plan, provides for the issuance of rights to purchase up to 1,000,000 shares of common stock. In May 2010, stockholders approved an increase from 500,000 to 1,000,000 shares authorized for sale under our ESPP. Employees below the Vice President level are eligible to participate in the ESPP if employed by us for at least 20 hours per week during at least five months per calendar year. Participating employees may contribute up to the lesser of 15% of their eligible earnings or $5,000 during each plan period. Currently, the plan period is six months. The purchase price of common stock purchased under the ESPP is currently equal to the lower of 1) 85% of the fair market value of our common stock on the commencement date of each plan period or 2) 85% of the fair market value of our common shares on each plan period purchase date. On December 31, 2020, 0.22021, 0.7 million shares remained available for future issuance under the ESPP.

Purchase rights granted under the ESPP are valued using the Black-Scholes-Merton model. As of December 31, 2020, there was $0.4 million of total unrecognized compensation cost related to the ESPP that is expected to be recognized over a remaining period of five months. Total compensation expense was $0.9 million for the year ended December 31, 2020 and $0.5 million for the year ended December 31, 2019, and $0.4 million for the year ended December 31, 2018.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

Purchase rights granted under the ESPP are valued using the Black-Scholes-Merton model. As of December 31, 2021, there was $0.6 million of total unrecognized compensation cost related to the ESPP that we expect to recognize over a remaining period of five months. The following table summarizes compensation expense related to the ESPP.

Years Ended December 31,

    

2021

    

2020

    

2019

Stock-based compensation expense related to the ESPP

$

1,114

$

856

$

475

The fair value of each purchase right granted under the ESPP was estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following assumptions:

Years Ended December 31, 

Years Ended December 31,

    

2020

    

2019

    

2018

 

    

2021

    

2020

    

2019

 

Risk-free interest rates

 

0.10% - 0.18%

%  

1.62% - 2.31

%  

2.10% - 2.56

%

 

0.04% - 0.10

%  

0.10% - 0.18%

%  

1.62% - 2.31

%

Expected dividend yield rates

 

0

%  

0

%  

0

%

 

0

%  

0

%  

0

%

Expected term

 

0.5 years

 

0.5 years

 

0.5 years

 

0.5 years

 

0.5 years

 

0.5 years

Expected volatility

 

70.1

%  

41.3

%  

38.0

%

 

42.7

%  

70.1

%  

41.3

%

The risk-free interest rate is based on the six-month U.S. Treasury Bill at the time of the grant. Our term is 0.5 years as purchases are made biannually. We utilize our historical experience in determining the expected term of our stock options and volatility of our common stock. We have not historically issued dividends.stock over the expected term.

NOTE 19.           COMMITMENTS AND CONTINGENCIES

Disputes and Legal Actions

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 patent 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 patent 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 the loss can be reasonably estimated. The Company isWe are not currently not a party to any legal action that the Company believeswe believe would reasonably have a material adverse impact on itsour business, financial condition, results of operations or cash flows.

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Table of Contents

ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

NOTE 20.           GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION

The following table summarizes sales and percentages of total sales byfrom customers thatwho individually accounted for 10% or more of our sales:

Years Ended December 31, 

Years Ended December 31, 

    

2020

    

2019

    

2018

    

2021

  

2020

  

2019

Applied Materials, Inc.

$

248,350

    

17.5

%  

$

164,724

    

20.9

%  

$

258,027

    

35.9

%  

$

296,369

    

20.4

%

$

248,350

    

17.5

%

$

164,724

    

20.9

%

Lam Research

 

141,778

 

10.0

%  

 

88,251

 

11.2

%  

 

109,005

 

15.2

%  

Lam Research Corporation

 

147,385

 

10.1

%

 

141,778

 

10.0

%

 

88,251

 

11.2

%

The following table summarizes the accounts receivable balances and percentages of the total accounts receivable forfrom customers thatwho individually accounted for 10% or more of accounts receivable:

    

December 31,

    

December 31, 

  

December 31,

2020

2019

2021

2020

Applied Materials, Inc.

$

33,402

    

14.2

%

  

$

36,849

    

14.9

%

$

42,425

    

17.9

%

  

$

33,402

    

14.2

%

Nidec Motor Corporation

24,344

10.4

%

  

38,071

15.4

%

*

*

%

  

$

24,344

10.4

%

*     Customer’s balance was less than 10% of total

Our sales to Applied Materials, Inc., and Lam Research Corp.,Corporation are reflected in the Semiconductor Equipment and Industrial and Medical market. Our sales to Nidec Motor Corporation include precision power products usedare reflected in semiconductor processingthe Industrial and solar and flat panel display. Medical market. For more information on our markets, see Note 3. Revenue.

No other customer accounted for 10% or more of our sales or accounts receivable balances during these periods.

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Table of Contents

ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

The following table summarizes long-lived assets by geographic area:

December 31, 

December 31, 

    

2020

    

2019

    

2021

    

2020

United States

$

253,115

$

239,511

$

255,791

$

253,115

Asia

 

283,549

 

301,020

 

275,260

 

283,549

Europe

 

60,847

 

59,925

 

57,144

 

60,847

Total

$

597,511

$

600,456

$

588,195

$

597,511

Long-lived assets include property and equipment, operating lease right-of-use assets, goodwill, and other intangible assets.

NOTE 21.           CREDIT FACILITY

In September 2019, in connection with the Artesyn Acquisition Agreement, the Companywe entered into a credit agreement ("Credit Agreement") that provided aggregate financing of $500.0 million, consisting of a $350.0 million senior unsecured term loan facility (the "Term Loan Facility") and a $150.0 million senior unsecured revolving facility (the "Revolving Facility" and together with the ("Term Loan Facility, the “Credit Facility”).

In September 2021, we amended the Credit Agreement whereby we borrowed an additional $85.0 million, which increased the aggregate amount outstanding under the Term Loan Facility to $400.0 million. In addition, we increased the Revolving Facility").Facility capacity by $50.0 million to $200.0 million. Both the Term Loan Facility and Revolving Facility mature on September 10, 2024.

The Term Loan Facility and Revolving Facility bear interest, at the option of the Company, at a rate based on a reserve adjusted Eurodollar Rate or a Base Rate, as defined in the Credit Agreement, plus an applicable margin. Additionally, the Revolving Facility is subject to an unused line fee. As of December 31, 2020, the effective interest rate for the Revolving Facility and Term Loan Facility was 1.26%, and the effective rate for the unused line fee was 0.10%. As of December 31, 2020, the Company had $150.0 million available to withdraw on the Revolving Facility and was in compliance with all covenants.

The fair value of the Company’s outstanding debt approximates the carrying value of $322.0 million as of December 31, 2020.

In connection with entering into the Credit Agreement, the Company terminated the Loan Agreement, as amended (the "Loan Agreement") which previously provided a revolving line of credit of up to $150.0 million subject to certain funding conditions. The Company recognized additional interest expense for the remaining unused line of credit fees at the time of termination of the Loan Agreement.

The debt obligation on our Consolidated Balance Sheets consists of the following:

December 31, 

December 31, 

    

2020

    

2019

Debt:

Term Loan Facility

$

323,750

$

341,250

Less: debt issuance costs

(1,704)

(2,223)

Total debt

322,046

339,027

Less current portion of long-term debt

(17,500)

(17,500)

Total long-term debt

$

304,546

$

321,527

9, 2026.

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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
(in thousands, except per share amounts)

The following table summarizes borrowings under our Credit Facility and the associated interest rate.

    

December 31, 2021

Balance

    

Interest Rate

    

Unused Line Fee

Term Loan Facility subject to a fixed interest rate

$

255,719

1.271%

Term Loan Facility subject to a variable interest rate

139,281

0.890%

Revolving Facility subject to a variable interest rate

0.890%

0.10%

Total borrowings under the Credit Agreement

$

395,000

For more information on the interest rate swap that fixes the interest rate for a portion of our Term Loan Facility, see Note 8. Derivative Financial Instruments. The Term Loan Facility and Revolving Facility bear interest, at our option, at a rate based on a reserve adjusted "Eurodollar Rate" or "Base Rate," as defined in the Credit Agreement, plus an applicable margin.

For all periods presented, we were in compliance with the Credit Agreement covenants. As of December 31, 2021 and December 31, 2020, we had $200.0 million and $150.0 million, respectively, available to withdraw on the Revolving Facility.

The fair value of the Term Loan Facility approximates the outstanding balance of $395.0 million as of December 31, 2021.

The debt obligation on our Consolidated Balance Sheets consists of the following:

December 31, 

December 31, 

    

2021

    

2020

Term Loan Facility

$

395,000

$

323,750

Less: debt issuance costs

(2,267)

(1,704)

Total debt

392,733

322,046

Less current portion of long-term debt

(20,000)

(17,500)

Total long-term debt

$

372,733

$

304,546

Contractual maturities of the Company’sour debt obligations, excluding amortization of debt issuance costs, as of are as December 31, 2020 follows:

Year Ending December 31,

    

Amount

    

2021

$

17,500

2022

17,500

$

20,000

2023

17,500

20,000

2024

271,250

20,000

2025

20,000

2026

315,000

Total

$

323,750

$

395,000

Interest expense and unused line of credit fees were recorded in Other income (expense), net in our Consolidated Statements of Operations as follows:

Years Ended December 31, 

    

2020

    

2019

    

2018

Interest expense

$

5,080

$

2,994

$

Amortization of debt issuance costs

519

186

Unused line of credit fees and other

153

236

228

Total interest expense

$

5,752

$

3,416

$

228

Years Ended December 31, 

    

2021

    

2020

    

2019

Interest expense

$

3,969

$

5,080

$

2,994

Amortization of debt issuance costs

822

519

186

Unused line of credit fees and other

168

153

236

Total interest expense

$

4,959

$

5,752

$

3,416

8583

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ITEM 9.            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.          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 Securities Exchange Act of 1934 (the "Act"("Act") is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’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 Act is accumulated and communicated to management, including our Principal Executive Officer (Yuval Wasserman,(Stephen D. Kelley, President and Chief Executive Officer) and Principal Financial Officer (Paul Oldham, Chief Financial Officer and Executive Vice President)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, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020.2021. The conclusions of the Chief Executive Officer and Chief Financial Officer from this evaluation were communicated to the Audit Committee. We intend to continue to review and document our disclosure controls and procedures, including our internal controls and procedures forover 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.

Management’s Annual Report on Internal Control over Financial Reporting

It is management’s responsibility to establish and maintain effective internal control over our financial reporting, which is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management, and other personnel. Our internal control over financial reporting is designed to provide reasonable assurance concerning the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

In September 2019,June 2021, we acquired Artesyn Embedded Technologies,TEGAM, Inc.’s embedded power business ("Artesyn"), as discussed in Refer to Note 2. Business Acquisitionsin Part II, Item 8 "Financial Statements and Supplementary Data." TheData" for additional information. TEGAM's objectives of Artesyn establishedregarding internal controls over financial reporting isare consistent, in all material respects, with Advanced Energy’s objectives. We have completedare in the process of completing a more comprehensive review of Artesyn’sTEGAM's internal control over financial reporting and implementedwill be implementing changes to better align and integrate Artesyn’stheir reporting and controls with the rest of Advanced Energy. As a result of the timing of the acquisition, anticipated changes, and general guidance issued by the SEC regarding exclusion of certain acquired businesses, we excluded TEGAM from Advanced Energy's December 31, 2021 assessment of internal controls over financial reporting. TEGAM accounted for approximately 1% of our total assets at December 31, 2021, and 1% of our total net sales for the year ended December 31, 2021.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2020,2021, using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2020.2021.

Ernst & Young LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in this Form 10-K, and as part of the audit, has issued an attestationaudit report, included herein, on the effectiveness of our internal control over financial reporting as of December 31, 2020.2021.

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Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during 20202021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls and Procedures

Management has concluded that our disclosure controls and procedures and internal control over financial reporting provide reasonable assurance that the objectives of our control system are met. We do not expect, however, that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all misstatements, errors, or fraud, if any. All control systems, no matter how well designed and implemented, have inherent limitations, and therefore no evaluation can provide absolute assurance that every misstatement, error, or instance of fraud, if any, or risk thereof, has been or will be prevented or detected. The occurrence of a misstatement, error, or fraud, if any, would not necessarily require a conclusion that our controls and procedures are not effective.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReport of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Advanced Energy Industries, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Advanced Energy Industries, Inc.’s internal control over financial reporting as of December 31, 2020,2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Advanced Energy Industries, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2021, based on the COSO criteria. 

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of TEGAM, Inc., which is included in the 2021 consolidated financial statements of the Company and constituted 1% and 2% of total and net assets, respectively, as of December 31, 2021 and 0.6% and 0.5% of revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of TEGAM, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Balance Sheetsconsolidated balance sheets of the Company as of December 31, 20202021 and 2019,2020, the related Consolidated Statementsconsolidated statements of Operations, Comprehensive Income, Stockholders’ Equity,operations, comprehensive income, stockholders’ equity and Cash Flowscash flows for each of the twothree years in the period ended December 31, 2020,2021, and the related notes and our report dated February 23, 2021March 16, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

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Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting

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includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Denver, Colorado

February 23, 2021March 16, 2022

ITEM 9B.          OTHER INFORMATION

None.Not applicable.

ITEM 9C.          DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

In accordance with General Instruction G(3) of Form 10-K, certain information required by this Part III is incorporated by reference to the definitive proxy statement relating to our 2021 Annual Meeting2022 annual meeting of Stockholdersstockholders (the "2021"2022 Proxy Statement"), as set forth below. The 20212022 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

ITEM 10.           DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information set forth in the 20212022 Proxy Statement under the headingheadings "Management" and "Proposal No. 1/1 - Election of Directors" is incorporated herein by reference.

The Company hasWe adopted a Code of Ethical Conduct that applies to all of the Company’s employees, including the Company’sour Chief Executive Officer, and Chief Financial Officer, and other personsothers performing similar functions. The Company hasWe posted a copy of the Code of Ethical Conduct on itsour website at www.advancedenergy.com, and such Code of Ethical Conduct is available, in print, without charge, to any stockholder who requests it from the Company’s Secretary. The Company intendsWe intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Ethical Conduct by posting such

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information on itsour website at www.advancedenergy.com. The Company isWe are not including the information contained on itsour website as part of, or incorporating it by reference into, this report.

Executive Officers

Our executive officers, their positions, and their ages as of December 31, 2020 were as follows:

Yuval Wasserman, 66, has served as President and Chief Executive Officer, and as a director of Advanced Energy since October 2014. Mr. Wasserman joined us in August 2007 as Senior Vice President, Sales, Marketing and Service. In October 2007, Mr. Wasserman was promoted to Executive Vice President, Sales, Marketing and Service. In April 2009, he was promoted to Executive Vice President and Chief Operating Officer of the Company, and then in August 2011, he was promoted to President of the Thin Films Business Unit. Mr. Wasserman was on the Board of Directors of Syncroness, Inc., an outsourced engineering and product development company, from 2010 to 2017 when it was sold, and joined the Board of Directors of FARO Technologies, Inc., a publicly traded manufacturer of three-dimensional ("3D") measurement, imaging and realization systems, in December 2017. Mr. Wasserman is a National

88

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Association of Corporate Directors ("NACD") Governance Fellow. Mr. Wasserman has a BSc degree in chemical engineering from Ben Gurion University in Israel.

Paul Oldham, 57, joined the Company in May 2018 as its Executive Vice President and Chief Financial Officer. Previously Mr. Oldham served as the Senior Vice President of Administration, Chief Financial Officer and Corporate Secretary of Electro Scientific Industries, Inc., a developer and manufacturer of laser-based production equipment ("ESI"), from February 17, 2016 until December 4, 2017, and as the Vice President of Administration, Chief Financial Officer and Corporate Secretary of ESI from January 7, 2008 until February 16, 2016. Prior to joining ESI, Mr. Oldham was employed at Tektronix, Inc., a test, measurement, and monitoring company, since 1988, where he held several senior leadership positions, including Vice President Finance and Corporate Controller, Vice President - Treasurer and Investor Relations and European Operations Controller. Mr. Oldham has a bachelor’s degree in Accounting and an MBA in accounting and finance from Brigham Young University.

Thomas O. McGimpsey, 59, joined the Company in April 2009 and currently serves as its Chief Administration Officer, Executive Vice President of Corporate Development & Corporate Secretary. Mr. McGimpsey was previously the Executive Vice President – General Counsel, Government Affairs & Corporate Secretary. Mr. McGimpsey was also the interim Chief Financial Officer from January to May in 2018, the Corporate Development ("M&A") Officer from 2011 to 2015 and he managed the IT Department from 2010 to 2013, all while serving as General Counsel. Prior to joining the Company, Mr. McGimpsey was Vice President of Operations at First Data Corporation from February 2008 to April 2009. During 2007, Mr. McGimpsey was a consultant and legal advisor to various companies. Prior to that, Mr. McGimpsey was the Executive Vice President of Business Development & Chief Legal Officer for McDATA Corporation from July 2000 to January 2007 when the company was sold. From February 1998 until its sale in June 2000, Mr. McGimpsey held the position of Director and Senior Corporate Attorney at US WEST, Inc. From 1991 to 1998, Mr. McGimpsey was in private practice at national law firms. From 1984 to 1988, Mr. McGimpsey was a Senior Engineer for Software Technology, Inc. (a Harris company). Mr. McGimpsey has been on the Board of Directors of CPP, Inc., an international engineering services company, since August 2015 and has been a Commissioner on the Colorado Commission on Higher Education since July 2015. Mr. McGimpsey received his MBA (with distinction) from Colorado State University, his Juris Doctor degree from the University of Colorado and his B.S. degree in Computer Science from Embry-Riddle Aeronautical University. Mr. McGimpsey was a National Association of Corporate Directors ("NACD") Board Leadership Fellow and is licensed to practice law in New York, Colorado, Florida and before the U.S. Supreme Court.

Dana Huth, 59, is Advanced Energy’s Executive Vice President & Chief Revenue Officer. Prior, Mr. Huth served as President of Artesyn Embedded Power from May 2019 until September 2019 when acquired by Advanced Energy in September 2019. Before leading Embedded Power, Mr. Huth served as President of consumer business and global sales at Artesyn Embedded Technologies from January 2014 to May 2019, and as President of global sales, key accounts and distribution at Emerson Embedded Power from January 2008 to January 2014. At Motorola, Mr. Huth held senior management positions from February 2004 to January 2008, including Vice President of worldwide sales and market development, Vice President of global accounts, and Vice President of sales for the Asia Pacific region and Japan. Mr. Huth also spent more than 19 years with Avnet, Inc., one of the world’s largest value-added distributors and systems integrators of electronic components, computer products, and embedded technology. He held various positions which included Senior Vice President and leading Avnet’s global partnership with IBM.

ITEM 11.           EXECUTIVE COMPENSATION

The information set forth in the 20212022 Proxy Statement under the headings "Executive Compensation" is incorporated herein by reference.

ITEM 12.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth in the 20212022 Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" is incorporated herein by reference.

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Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes information about the equity incentive compensation plans as of December 31, 2020.2021. All outstanding awards in the table shown below relate to our common stock.

    

(A)

    

(B)

    

(C)

(A)

(B)

(C)

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)

    

Number of securities to be issued
upon exercise of outstanding
options, warrants and rights

    

Weighted average exercise price
of outstanding options, warrants
and rights

    

Number of securities remaining available
for future issuance under equity
compensation plans (excluding securities
reflected in column A)

(in thousands, except exercise price per share)

Equity compensation plans approved by security holders

146,614

$

23.63

2,286,448

(1)

  

112

$

24.41

  

2,554

(1)

Equity compensation plans not approved by security holders

Total

146,614

$

23.63

2,286,448

112

$

24.41

2,554

(1)This number includes 200,409665 thousand shares available for future issuance under the Employee Stock PurchasePlan

ITEM 13.           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

INDEPENDENCE

Not applicable.

ITEM 14.           PRINCIPAL ACCOUNTING FEES AND SERVICES

The information set forth in the 20212022 Proxy Statement under the caption "Ratification"Proposal No. 2 - Ratification of the Appointment of Ernst & Young LLP as Advanced Energy’s Independent Registered Public Accounting Firm for 2021"2022" is incorporated herein by reference.

PART IV

ITEM 15.           EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A)

Documents filed as part of this Annual Report on Form 10-K are as follows:

1.

Financial Statements:

See Index to Financial Statements at Part II, Item 8 herein.

2.

Financial Statement Schedules for the years ended December 31, 2021, 2020 2019 and 20182019

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NOTE:  All schedules have been omitted because they are either not applicable or the required information is included in the financial statements and notes thereto.

(B)

Exhibits:

Exhibit

Incorporated by Reference

Number

   

Description

   

Form

   

File No.

   

Exhibit

   

Filing Date

2.1

Stock Purchase Agreement by and among Advanced Energy Industries, Inc., Artesyn Embedded Technologies, Inc., Pontus Intermediate Holdings II, LLC and Pontus Holdings, LLC, dated May 14, 2019 **

8-K

000-26966

2.1

May 15, 2019

2.2

First Amendment to the Stock Purchase Agreement by and among Advanced Energy Industries, Inc., Artesyn Embedded Technologies, Inc., Pontus Intermediate Holdings II, LLC and Pontus Holdings, LLC, dated September 9, 2019 **

8-K

000-26966

2.2

September 10, 2019

3.1

Amended and Restated Certificate of Incorporation of Advanced Energy Industries, Inc.

10-Q

000-26966

3.1

August 5, 2019

3.2

Second Amended and Restated By-Laws of Advanced Energy Industries, Inc.

8-K

000-26966

3.1

May 20, 2020

4.1

Form of Specimen Certificate for Common Stock

S-1

33-97188

4.1

September 21, 1995

4.2

Description of Advanced Energy Industries, Inc. Securities

10-K

000-26966

4.2

March 2, 2020

10.1

Lease dated January 16, 2003, by and between China Great Wall Computer Shenzhen Co., Ltd., Great Wall Limited and Advanced Energy Industries (Shenzhen) Co., Ltd., for a building located in Shenzhen, China

10-K

000-26966

10.18

February 24, 2004

10.2

Form of Indemnification Agreement

S-1

33-97188

10.2

September 21, 1995

10.3

Form of Director Indemnification Agreement

8-K

000-26966

10.1

December 14, 2009

10.4

Form of Notice of Grant for Restricted Stock Unit *

8-K

000-26966

10.1

May 10, 2013

10.5

Form of Restricted Stock Unit Agreement *

8-K

000-26966

10.2

May 10, 2013

10.6

Form of Notice of Grant of Stock Option *

8-K

000-26966

10.3

May 10, 2013

10.7

Form of Incentive Stock Option Agreement *

8-K

000-26966

10.4

May 10, 2013

10.8

Form of Non-Qualified Stock Option Agreement *

8-K

000-26966

10.5

May 10, 2013

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Exhibit

Incorporated by Reference

Number

   

Description

   

Form

   

File No.

   

Exhibit

   

Filing Date

10.9

Form of LTI Notice of Grant *

8-K

000-26966

10.6

May 10, 2013

10.10

Form of LTI Performance Stock Option Agreement pursuant to the 2008 Omnibus Incentive Plan *

8-K

000-26966

10.7

May 10, 2013

10.11

Form of LTI Performance Stock Unit Agreement pursuant to the 2008 Omnibus Incentive Plan *

8-K

000-26966

10.8

May 10, 2013

10.12

Form of 2020 Short-Term Incentive Plan *

10-K

000-26966

10.13

March 2, 2020

10.13

2017 Long-Term Incentive (LTI) Plan *

DEF 14A

000-26966

Appendix A

March 14, 2017

10.14

2017 Short-Term Incentive (STI) Plan *

DEF 14A

000-26966

Appendix B

March 14, 2017

10.15

2017 Omnibus Incentive Plan *

DEF 14A

000-26966

Appendix A

March 14, 2017

10.16

2008 Omnibus Incentive Plan, as amended May 4, 2010 *

10-K

000-26966

10.37

March 2, 2011

10.17

Employee Stock Purchase Plan *

S-1

33-97188

10.17

September 21, 1995

10.18

Transition and Retirement Agreement dated February 8, 2021 *

8-K

000-26966

10.1

February 10, 2021

10.19

Offer Letter dated February 8, 2021 *

8-K

000-26966

10.2

February 10, 2021

10.20

Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials, Inc. dated August 29, 2005 +

10-Q

000-26966

10.1

November 7, 2005

10.21

Shipping Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials, Inc. dated August 29, 2005 +

10-Q

000-26966

10.2

November 7, 2005

10.22

Bridge Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials, Inc. dated January 28, 2011 +

10-Q

000-26966

10.1

May 6, 2011

10.23

Fixed Dollar Accelerated Share Repurchase Transaction, dated November 6, 2015, between Advanced Energy Industries, Inc. and Morgan Stanley & Co. LLC.

8-K

000-26966

10.1

November 6, 2015

10.24

Offer Letter to Paul Oldham, dated March 26, 2018 *

8-K

000-26966

10.1

March 29, 2018

10.25

Form of Executive Change in Control and General Severance Agreement

8-K

000-26966

10.1

August 6, 2018

89

Table of Contents

Exhibit

Incorporated by Reference

Number

   

Description

   

Form

   

File No.

   

Exhibit

   

Filing Date

10.26

Credit Agreement, dated September 10, 2019, by and among Advanced Energy Industries, Inc., Bank of America N.A. as the Administrative Agent, Bank of America N.A., Bank of the West and HSBC Bank USA, N.A. as the Joint Lead Arrangers and Joint Book Runners, and Citibank N.A., as the Co-Manager

8-K

000-26966

10.1

September 10, 2019

10.27

ISDA 2002 Master Agreement, by and between Advanced Energy Industries, Inc. and HSBC Bank USA, National Association, dated as of April 2, 2020 (the "HSBC ISDA Master Agreement")

8-K

000-26966

10.1

April 10, 2020

10.28

ISDA 2002 Master Agreement, by and between Advanced Energy Industries, Inc. and Citibank, N.A., dated as of April 7, 2020 (the "Citibank ISDA Master Agreement")

8-K

000-26966

10.2

April 10, 2020

10.29

Schedule to the HSBC ISDA Master Agreement

8-K

000-26966

10.3

April 10, 2020

10.30

Schedule to the Citibank ISDA Master Agreement

8-K

000-26966

10.4

April 10, 2020

10.31

Rate Swap Transaction Confirmation, by and between Advanced Energy Industries, Inc. and HSBC Bank USA, National Association, dated April 7, 2020

8-K

000-26966

10.5

April 10, 2020

10.32

Rate Swap Transaction Confirmation, by and between Advanced Energy Industries, Inc. and Citibank, N.A., dated April 9, 2020

8-K

000-26966

10.6

April 10, 2020

10.33

Amendment No. 1 to Credit Agreement, dated September 9, 2021, by and among Advanced Energy Industries, Inc., the guarantors party thereto, Bank of America N.A. as the Administrative Agent, and the lenders party thereto (which included the marked Credit Agreement as Exhibit A thereto)

8-K

000-26966

10.2

September 9, 2021

10.34

Offer of Employment to Eduardo Bernal Acebedo dated August 2, 2021 *

8-K

000-26966

10.1

September 8, 2021

10.35

Form of Long-Term Incentive Plan

8-K

000-26966

10.1

February 4, 2021

10.36

Transition and Separation Agreement of Mr. Dana Huth, dated July 7, 2021 *

10-Q

000-26966

10.1

November 9, 2021

10.37

Advanced Energy Industries, Inc. Deferred Compensation Plan *

10-Q

000-26966

10.4

November 9, 2021

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Exhibit

(B)

Exhibits:

Incorporated by Reference

Number

Description

Form

File No.

Exhibit

Filing Date

2.1

Agreement and Plan of Merger by and among Advanced Energy Industries, Inc., Eclipse Merger Sub, Inc., LumaSense Technologies Holdings, Inc., and Shareholder Representative Services LLC, dated July 26, 2018. (13)**

2.2

Stock Purchase Agreement by and among Advanced Energy Industries, Inc., Artesyn Embedded Technologies, Inc., Pontus Intermediate Holdings II, LLC and Pontus Holdings, LLC, dated May 14, 2019. (16)**

2.3

First Amendment to the Stock Purchase Agreement by and among Advanced Energy Industries, Inc., Artesyn Embedded Technologies, Inc., Pontus Intermediate Holdings II, LLC and Pontus Holdings, LLC, dated September 9, 2019. (18)**

3.1

Amended and Restated Certificate of Incorporation of Advanced Energy Industries, Inc. (17)

3.2

Second Amended and Restated By-Laws of Advanced Energy Industries, Inc. (21)

4.1

Form of Specimen Certificate for Common Stock. (1)

4.2

Description of Advanced Energy Industries, Inc. Securities. (19)

10.1

Lease dated January 16, 2003, by and between China Great Wall Computer Shenzhen Co., Ltd., Great Wall Limited and Advanced Energy Industries (Shenzhen) Co., Ltd., for a building located in Shenzhen, China. (2)

10.2

Form of Indemnification Agreement. (1)

10.3

Form of Director Indemnification Agreement. (4)

10.4

Form of Notice of Grant for Restricted Stock Unit. (7)*

10.5

Form of Restricted Stock Unit Agreement. (7)*

10.6

Form of Notice of Grant of Stock Option. (7)*

10.7

Form of Incentive Stock Option Agreement. (7)*

10.8

Form of Non-Qualified Stock Option Agreement. (7)*

10.9

Form of LTI Notice of Grant. (7)*

10.10

Form of LTI Performance Stock Option Agreement pursuant to the 2008 Omnibus Incentive Plan. (7)*

10.11

Form of LTI Performance Stock Unit Agreement pursuant to the 2008 Omnibus Incentive Plan. (7)*

10.12

Form of 2020 Short-Term Incentive Plan. (19)*

10.13

2017 Long-Term Incentive (LTI) Plan. (10)*

10.14

2017 Short-Term Incentive (STI) Plan. (11)*

10.15

2017 Omnibus Incentive Plan. (10)*

91

10.16

2008 Omnibus Incentive Plan, as amended May 4, 2010. (5)*

10.17

Employee Stock Purchase Plan. (1)*

10.18

Offer Letter, dated September 28, 2014, by and among Advanced Energy Industries, Inc. and Yuval Wasserman. (8)*

10.19

Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials, Inc. dated August 29, 2005. (3)+

10.20

Shipping Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials, Inc. dated August 29, 2005. (3)+

10.21

Bridge Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials, Inc. dated January 28, 2011. (6)+

10.22

Fixed Dollar Accelerated Share Repurchase Transaction, dated November 6, 2015, between Advanced Energy Industries, Inc. and Morgan Stanley & Co. LLC. (9)

10.23

Offer Letter to Paul Oldham, dated March 26, 2018. (12)*

10.24

Form of Executive Change in Control and General Severance Agreement. (14)

10.25

Credit Agreement, dated September 10, 2019, by and among Advanced Energy Industries, Inc., Bank of America N.A. as the Administrative Agent, Bank of America N.A., Bank of the West and HSBC Bank USA, N.A. as the Joint Lead Arrangers and Joint Book Runners, and Citibank N.A., as the Co-Manager. (18)

10.26

ISDA 2002 Master Agreement, by and between Advanced Energy Industries, Inc. and HSBC Bank USA, National Association, dated as of April 2, 2020 (the "HSBC ISDA Master Agreement"). (20)

10.27

ISDA 2002 Master Agreement, by and between Advanced Energy Industries, Inc. and Citibank, N.A., dated as of April 7, 2020 (the "Citibank ISDA Master Agreement"). (20)

10.28

Schedule to the HSBC ISDA Master Agreement. (20)

10.29

Schedule to the Citibank ISDA Master Agreement. (20)

10.30

Rate Swap Transaction Confirmation, by and between Advanced Energy Industries, Inc. and HSBC Bank USA, National Association, dated April 7, 2020. (20)

10.31

Rate Swap Transaction Confirmation, by and between Advanced Energy Industries, Inc. and Citibank, N.A., dated April 9, 2020. (20)

10.32

Amendment dated January 11, 2021 to the Schedule to the ISDA 2002 Master Agreement dated April 2, 2020 between HSBC Bank USA, National Association and Advanced Energy Industries, Inc.

16.1

Letter from Grant Thornton LLP. (15)

21.1

Subsidiaries of Advanced Energy Industries, Inc.Inc.

Filed herewith

23.1

Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.Firm

Filed herewith

92

23.2

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

31.1

Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002

Filed herewith

31.2

Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002

Filed herewith

32.1

Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002

Filed herewith

32.2

Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002

Filed herewith

101.INS

Inline XBRL Instance Document

Filed herewith

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith 

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

Filed herewith

(1)

Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 33-97188), filed September 21, 1995.

(2)

Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-26966), filed February 24, 2004.

(3)

Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File No. 000-26966), filed November 7, 2005.

(4)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed December 14, 2009.

(5)

Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 000-26966), filed March 2, 2011.

(6)

Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 000-26966), filed May 6, 2011.

(7)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966) filed May 10, 2013.

(8)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966) filed October 1, 2014.

(9)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966) filed November 6, 2015.

(10)

Incorporated by reference to Appendix A of the Registrant’s Proxy Statement for the Registrant’s 2017 Annual Meeting of Stockholders (File No. 000-26966), filed March 14, 2017.

(11)

Incorporated by reference to Appendix B of the Registrant’s Proxy Statement for the Registrant’s 2017 Annual Meeting of Stockholders (File No. 000-26966), filed March 14, 2017.

(12)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed March 29, 2018.

93

(13)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed July 30, 2018.

(14)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed August 6, 2018.

(15)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed March 27, 2019.

(16)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed May 15, 2019.

(17)

Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 000-26966), filed August 5, 2019.

(18)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed September 10, 2019.

(19)

Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 000-26966), filed March 2, 2020.

(20)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed April 10, 2020.

(21)

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed May 20, 2020.

*     Compensation Plan

**   Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

91

+     Confidential treatment has been granted for portions of this agreement.

ITEM 16.           FORM 10-K SUMMARY

None.

9492

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

ADVANCED ENERGY INDUSTRIES, INC.

(Registrant)

/s/ Yuval WassermanStephen D. Kelley

Yuval WassermanStephen D. Kelley

Chief Executive Officer

Date:

February 23, 2021March 16, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures

    

Title

    

Date

/s/ Stephen D. Kelley

Chief Executive Officer and Director

March 16, 2022

Stephen D. Kelley

(Principal Executive Officer)

/s/ Yuval WassermanPaul Oldham

Chief ExecutiveFinancial Officer and Director

(Principal Executive Officer)Vice President

February 23, 2021March 16, 2022

Yuval WassermanPaul Oldham

(Principal Financial and Accounting Officer)

/s/ Grant H. Beard

Chairman of the Board

March 16, 2022

Grant H. Beard

/s/ Paul Oldham

Chief Financial Officer and Executive Vice President

(Principal Financial and Accounting Officer)

February 23, 2021

Paul Oldham

Frederick A. Ball

Director

/s/ Grant H. Beard

Chairman of the Board

February 23, 2021

Grant H. Beard

March 16, 2022

/s/ Frederick A. Ball

Director

February 23, 2021

Frederick A. Ball

/s/ Anne DelSanto

Director

February 23, 2021March 16, 2022

Anne DelSanto

/s/ Tina M. Donikowski

Director

February 23, 2021March 16, 2022

Tina M. Donikowski

/s/ Ronald C. Foster

Director

February 23, 2021March 16, 2022

Ronald C. Foster

/s/ Edward C. Grady

Director

February 23, 2021March 16, 2022

Edward C. Grady

/s/ Lanesha Minnix

Director

February 23, 2021March 16, 2022

Lanesha Minnix

/s/ Thomas M. RohrsDavid W. Reed

Director

February 23, 2021March 16, 2022

Thomas M. RohrsDavid W. Reed

/s/ John A. Roush

Director

February 23, 2021March 16, 2022

John A. Roush

/s/ Thomas M. Rohrs

Director

March 16, 2022

Thomas M. Rohrs

9593