BUSINESS ACQUISITIONS | NOTE 2. BUSINESS ACQUISITIONS 2019 Acquisitions In September 2019, we completed the acquisition of Artesyn 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 preliminary purchase price of $361.3 million, net of cash acquired, including the assumption of certain liabilities and subject to an adjustment for net working capital. The purchase price included the contingent consideration related to a potential payment back to the seller per the Acquisition Agreement for any tax benefit arising from the utilization of acquired net operating losses through 2021 at the federal income tax rate of 21.0%. The amount recorded represents our best estimate of the present value of the tax benefit we will achieve utilizing the acquired net operating losses through 2021. In connection with the Acquisition Agreement, we entered into a credit agreement that provided us with aggregate financing of Note 22. Credit Facility 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: Cash paid for acquisition $ 389,326 Non-cash consideration 2,000 Contingent consideration and working capital adjustments (6,848) Total fair value of consideration transferred 384,478 Less cash acquired (23,225) Total purchase price $ 361,253 The following table summarizes the estimated preliminary fair values of the assets acquired and liabilities assumed from the acquisition in 2019: Preliminary: September 10, 2019 Measurement Period Adjustments Preliminary: December 31, 2019 Accounts and other receivable, net $ 128,221 $ - $ 128,221 Inventories 140,678 (900) 139,778 Property and equipment 65,016 (1,984) 63,032 Operating lease right-of-use assets 60,217 (144) 60,073 Goodwill 143,262 (30,222) 113,040 Intangible assets 125,000 (1,000) 124,000 Deferred income tax assets 14,767 (14,767) — Other assets 61,511 2,507 64,018 Total assets acquired 738,672 (46,510) 692,162 Accounts payable 144,652 50 144,702 Operating lease liability 59,634 477 60,111 Pension liability 48,494 192 48,686 Deferred income tax liabilities 37,218 (31,372) 5,846 Other liabilities 80,876 (9,312) 71,564 Total liabilities assumed 370,874 (39,965) 330,909 Total fair value of net assets acquired $ 367,798 $ (6,545) $ 361,253 Amortization Artesyn Method Useful Life Technology $ 28,000 Straight-line 5 Customer relationships 75,000 Straight-line 15 Tradename 21,000 Straight-line 10 Total $ 124,000 2018 Acquisitions In September 2018, Advanced Energy acquired LumaSense Technologies Holdings, Inc. ("LumaSense"), a privately held company with primary operations in Santa Clara, California, Frankfurt, Germany, and Ballerup, Denmark for a purchase price of $84.7 million, net of cash acquired. In May 2018, Advanced Energy acquired the electrostatic technology and product line (“Electrostatic Product Line”) from Monroe Electronics, Inc. ("Monroe"), a privately held electronics manufacturer in Lyndonville, New York for $3.0 million in cash. In February 2018, Advanced Energy acquired Trek Holding Co., LTD ("Trek"), a privately held company with operations in Tokyo, Japan and Lockport, New York, for $6.1 million, net of cash acquired. Trek has a 95% ownership interest in its U.S. subsidiary which is also its primary operation. The components of the fair value of the total consideration transferred for our 2018 acquisitions are as follows: Electrostatic Trek Product Line LumaSense Total Cash paid for acquisition $ 11,723 $ 3,000 $ 94,946 $ 109,669 Less cash acquired (5,651) — (10,262) (15,913) Total purchase price $ 6,072 $ 3,000 $ 84,684 $ 93,756 In 2019, Advanced Energy finalized the assessment of fair value for the assets acquired and liabilities assumed related to the LumaSense acquisition. The following table summarizes the fair values of the assets acquired and liabilities assumed from the LumaSense acquisition, including measurement period adjustments. Preliminary: December 31, 2018 Measurement Period Adjustments Adjusted: December 31, 2019 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 During 2019, we adjusted the estimated values of the assets acquired and liabilities assumed based upon the final valuation report. These adjustments included additional liabilities, changes to deferred taxes and changes in the allocation of excess purchase price between goodwill and intangibles. The final fair values of the assets acquired and liabilities assumed from our acquisitions in 2018 are as follows: Electrostatic Trek Product Line LumaSense Total Accounts and other receivable, net $ 2,818 $ 77 $ 7,167 $ 10,062 Inventories 3,941 292 9,372 13,605 Property and equipment 594 50 1,353 1,997 Goodwill — 1,220 36,258 37,478 Intangible assets 788 1,400 43,240 45,428 Deferred income tax assets 606 — 6,331 6,937 Other assets 854 — 6,004 6,858 Total assets acquired 9,601 3,039 109,725 122,365 Accounts payable 747 39 5,734 6,520 Deferred income tax liabilities — — 11,699 11,699 Other liabilities 2,782 — 7,608 10,390 Total liabilities assumed 3,529 39 25,041 28,609 Total fair value of net assets acquired $ 6,072 $ 3,000 $ 84,684 $ 93,756 A summary of the intangible assets acquired in 2018, amortization method and estimated useful lives are as follows: Method and Useful life Electrostatic Amortization Trek Product Line LumaSense Method Useful Life Technology $ 671 $ 1,200 $ 35,530 Straight-line 10 - 15 Customer relationships 117 200 4,360 Straight-line 10 Tradename — — 3,350 Straight-line 10 Total $ 788 $ 1,400 $ 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. Pro forma results for Advanced Energy Inc. giving effect to the Artesyn Embedded Power Business and LumaSense Technologies Holdings, Inc. 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 year ended December 31, 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 year ended December 31, 2019 and 2018 combines Advanced Energy’s results with the pre-acquisition results of Artesyn and LumaSense for that period. The following table presents our unaudited pro forma results for the acquisitions of Artesyn and LumaSense: Year Ended December 31, 2019 2018 As Reported Pro Forma As Reported Pro Forma Total sales $ 788,948 $ 1,202,790 $ 718,892 $ 1,350,037 Net income attributable to Advanced Energy Industries, Inc. $ 64,941 $ 83,104 $ 147,025 $ 158,422 Earnings per share: Basic earnings per share $ 1.70 $ 2.17 $ 3.76 $ 4.05 Diluted earnings per share $ 1.69 $ 2.16 $ 3.74 $ 4.03 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. |