BUSINESS ACQUISITIONS | NOTE 2. BUSINESS ACQUISITIONS Artesyn’s Embedded Power Business In September 2019, we completed the acquisition of Artesyn Embedded Technologies, Inc.’s (“Artesyn”) Embedded Power business pursuant to the Stock Purchase Agreement (“Acquisition Agreement”), as amended, dated May 14, 2019. Pursuant to the Acquisition Agreement, we acquired all of Artesyn’s issued and outstanding shares for a purchase price of $367.8 million including the assumption of certain liabilities and subject to an adjustment for net working capital. 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. Note 22. 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 will diversify our product portfolio and give us access to additional growth markets, including hyperscale data centers, 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 for the acquisition is as follows: Artesyn Cash paid for acquisition $ 389,023 Non-cash consideration 2,000 Total fair value of consideration transferred 391,023 Less cash acquired (23,225) Total purchase price $ 367,798 The following table summarizes the estimated preliminary fair values of the assets acquired and liabilities assumed from the acquisition: Preliminary: September 10, 2019 Accounts and other receivable, net $ 128,221 Inventories 140,678 Property and equipment 65,016 Operating lease right-of-use assets 60,217 Goodwill 143,262 Intangible assets 125,000 Deferred income tax assets 14,767 Other assets 61,511 Total assets acquired 738,672 Accounts payable 144,652 Operating lease liability 59,634 Pension liability 48,494 Deferred income tax liabilities 37,218 Other liabilities 80,876 Total liabilities assumed 370,874 Total fair value of net assets acquired $ 367,798 A summary of the intangible assets acquired, amortization method and estimated useful lives are as follows: Amortization Artesyn Method Useful Life Technology $ 30,000 Straight-line 5 Customer relationships 75,000 Straight-line 15 Tradename 20,000 Straight-line 10 Total $ 125,000 Goodwill and intangible assets are recorded in the functional currency of the entity and are subject to changes due to translation at each balance sheet date. The goodwill represents expected operating synergies from combining operations with the acquired companies and the estimated value associated with the enhancements to our comprehensive product lines and access to new markets. Advanced Energy is still evaluating the fair value for the assets acquired and liabilities assumed related to the Artesyn acquisition. Accordingly, the purchase price allocation presented above is preliminary. LumaSense Technologies Holdings, Inc. In September 2018, we acquired LumaSense Technologies Holdings, Inc. ("LumaSense"), a privately held company with primary operations in Santa Clara, California; Frankfurt, Germany; and Ballerup, Denmark for a net purchase price of $84.7 million in cash. LumaSense designs, manufactures and sells a line of photonic-based measurement and monitoring solutions that are synergistic with the Company's precision power control technologies in both semiconductor and industrial markets allowing customers the ability to better control critical parameters of thermal and material processes. The acquisition of LumaSense expands our current electrostatic chuck solutions, including high voltage power supply and electrostatic metrology, complements our leading pyrometry solutions with additional fiber optic thermometry for an extended range of semiconductor applications in etch and deposition, provides integrated industrial temperature control and metrology applications for both thin films coating and thermal processing, and adds industrial pyrometry and gas sensing technologies. The components of the fair value of the total consideration transferred for our acquisition is as follows: LumaSense Cash paid for acquisition $ 94,946 Cash acquired (10,262) Total fair value of consideration transferred $ 84,684 The following table summarizes the fair values of the assets acquired and liabilities assumed from our acquisition, including measurement period adjustments: Preliminary: September 1, 2018 Measurement Period Adjustments Adjusted: September 1, 2018 Accounts and other receivable, net $ 7,167 $ - $ 7,167 Inventories 9,372 - 9,372 Property and equipment 1,353 - 1,353 Goodwill 48,032 (11,774) 36,258 Intangible assets 26,000 17,240 43,240 Deferred income tax assets 8,116 (1,785) 6,331 Other assets 5,126 878 6,004 Total assets acquired 105,166 4,559 109,725 Accounts payable 5,734 - 5,734 Deferred income tax liabilities 7,984 3,715 11,699 Other liabilities 6,764 844 7,608 Total liabilities assumed 20,482 4,559 25,041 Total fair value of net assets acquired $ 84,684 $ - $ 84,684 A summary of the intangible assets acquired, amortization method and estimated useful lives are as follows: Amortization LumaSense Method Useful Life Technology $ 35,530 Straight-line 15 Customer relationships 4,360 Straight-line 10 Tradename 3,350 Straight-line 10 Total $ 43,240 Goodwill and intangible assets are recorded in the functional currency of the entity and are subject to changes due to translation at each balance sheet date. The goodwill represents expected operating synergies from combining operations with the acquired companies and the estimated value associated with the enhancements to our comprehensive product lines. During the nine months ended September 30, 2019, we adjusted the estimated values of the assets acquired and liabilities assumed based upon the valuation report. These adjustments included additional liabilities, changes to deferred taxes and changes in the allocation of excess purchase price between goodwill and intangibles. Pro forma results for Advanced Energy Inc. giving effect to the LumaSense Technologies Holdings, Inc. and the Artesyn Embedded Power Business Transactions The following unaudited pro forma financial information presents the combined results of operations of Advanced Energy, LumaSense and Artesyn as if each of the acquisitions had been completed at the beginning of the fiscal year prior to their acquisition. 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 three and nine months ended September 30, 2019 includes Advanced Energy’s results, including the post-acquisition results of LumaSense, since September 1, 2018 and the post-acquisition results of Artesyn, since September 10, 2019. The unaudited pro forma financial information for the three and nine months ended September 30, 2018 combines Advanced Energy’s results with the pre-acquisition results of LumaSense and Artesyn for that period. The following tables present our unaudited pro forma results for the acquisitions of LumaSense and Artesyn: Three Months Ended September 30, 2019 2018 As Reported Pro Forma As Reported Pro Forma Total sales $ 175,127 $ 292,669 $ 173,082 $ 333,050 Net income attributable to Advanced Energy Industries, Inc. $ 7,621 $ 11,095 $ 34,779 $ 36,887 Earnings per share: Basic earnings per share $ 0.20 $ 0.29 $ 0.89 $ 0.95 Diluted earnings per share $ 0.20 $ 0.29 $ 0.89 $ 0.94 Nine Months Ended September 30, 2019 2018 As Reported Pro Forma As Reported Pro Forma Total sales $ 450,680 $ 863,190 $ 564,731 $ 1,037,113 Net income attributable to Advanced Energy Industries, Inc. $ 54,677 $ 58,615 $ 127,619 $ 135,994 Earnings per share: Basic earnings per share $ 1.43 $ 1.53 $ 3.25 $ 3.46 Diluted earnings per share $ 1.42 $ 1.52 $ 3.23 $ 3.44 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. LumaSense’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 1, 2018. During the three months ended September 30, 2019, LumaSense contributed total sales of $12.0 million and net income of $1.0 million. During the nine months ended September 30, 2019, LumaSense contributed total sales of $35.8 million and net income of $3.6 million. 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 three and nine months ended September 30, 2019, Artesyn contributed total sales of $40.9 million and net income of $1.2 million, including interest and other expense associated with the financing of the transaction. Cost of goods sold includes $1.5 million of acquisition related costs during the three and nine months ended September 30, 2019. Selling, general and administrative expenses includes $6.4 million and $7.9 million of acquisition related costs during the three and nine months ended September 30, 2019, respectively. |