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 Item 1A for a discussion of certain risks applicable to our business, financial condition and results of operations.

This section of this Form 10-K discusses and compares the results of operations for 2019 and 2018. The discussion and analysis comparing the results of operations for 2017 to 2018 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 2018 Form 10-K for the fiscal year ended December 31, 2018.

Overview

We design, manufacture, sell, and support power conversion products that transform power into various usable forms. Our highly-engineered, mission-critical, precision power conversion, measurement and control solutions enable innovative complex semiconductor manufacturing processes, power medical equipment, control industrial manufacturing processes, provide high efficiency power to data center equipment and deliver efficient and reliable power to communication infrastructure and to a wide range of industrial equipment. 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 migration and changing customer demands, 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. 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 systems. The design win process is highly competitive, and we may win or lose new designs 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.

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.

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,



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

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 doubtful accounts.

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. The estimates also include the fair value of contracts including commodity purchase and sale agreements, storage contracts, and transportation contracts. The excess 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 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.

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.



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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, in light of 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.

Contingencies and Legal Reserves

Contingencies and legal reserves are recorded, when probable, using our best estimate of loss. Estimates of loss, when required, are made based on an evaluation of the range of loss related to such matters and where the amount and range can be reasonably estimated. Any such matters are generally resolved over future periods and only when one or more future events occur or fail to occur. Following our initial determination, we regularly reassess and revise the potential liability related to any pending matters as new information becomes available. We disclose pending loss contingencies when the loss is deemed reasonably possible, which requires significant judgment. As a result of the inherent uncertainty of these matters, the ultimate conclusion and actual cost of settlement may materially differ from our estimates. We did not record any significant contingencies or legal reserves during the years ended December 31, 2019 or 2018. See Note 18. Commitments and Contingencies in Part II, Item 8 "Financial Statements and Supplementary Data" for further 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, the last day of our last fiscal quarter. 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.

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, the we conclude that no goodwill impairment has occurred. Conversely, if carrying value exceeds fair value, we recognize am 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.

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



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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."

On December 22, 2017, the U.S. enacted the Tax Act into law. Due to the complexity and scope of the Tax Act, the SEC issued SAB 118, which provided for a one-year measurement period from the date of enactment in which to complete the associated tax analysis. This analysis included finalization of the transition tax, re-measuring our U.S. deferred tax assets and liabilities based on the reduction of the corporate income tax rate to 21%, as well as reassessing our indefinite reinvestment position. The analysis of the impact of the Tax Act was completed within the SAB 118 measurement period and are included in the results of operations as of December 31, 2019.

Business Environment and Trends

Advanced Energy operates in a single segment structure for power electronics conversion products. The acquisition of Artesyn's Embedded Power business added additional products and market verticals to our business. Following the acquisition, we have continued to be organized on a global, functional basis in order 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. We also provide information on an organic basis, which is comprised of the Company without Artesyn and LumaSense, and on an inorganic basis, which consists of Artesyn and LumaSense, to improve comparability during the interim periods.

The demand environment in each of our markets is impacted by various market trends, customer buying patterns, design wins, macro-economic and other factors. In the fourth quarter of 2019 we saw strengthening demand in semiconductor and datacenter computing markets and weakening demand in our telecom networking market. See below for a further discussion of our market trends.

In the beginning of the first quarter of 2020, we began to see an impact of COVID-19 on our operations particularly in China, which has affected both our own workforce and supply chain. This situation is developing rapidly and may continue to affect our operations. See further discussion in Risk Factors above.

SEMICONDUCTOR MARKET

Growth in the semiconductor market is driven by growing integrated circuits (IC) content across many industries, increased demand for processing and storage in advanced applications such as artificial intelligence or autonomous vehicles, and the rapid adoption of advanced mobile connectivity solutions such as 5G, enhancing existing and enabling new wireless applications. To address the long-term growing demand for semiconductor devices, the industry continues to invest in production capacities for advanced logic devices at the 14nm 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



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DRAM and to increased layers in 3D memory devices is requiring an increased number of etch and deposition process tools and higher content of our advanced power solutions per tool. As etching and deposition face new challenges such as increasing aspect ratios in advanced 3D devices, more advanced radio frequency (RF) and direct current (DC) technologies are needed, and 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 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's Embedded Power business in September 2019 expanded Advanced Energy's reach within the Semiconductor Equipment market by targeting back-end test and assembly equipment makers and providing low voltage embedded power content used in auxiliary power applications in semiconductor equipment.

Starting in the second half of 2018 and continuing into the first half of 2019, the semiconductor industry went through a period of weakening equipment investment as a result of slowing growth in end market demand for semiconductor devices, ongoing digestion of equipment capacity, and consumption of existing inventory. In the second half of 2019, demand from the semiconductor equipment markets improved from the first half of 2019 as a result of increased investments in advanced logic and foundry equipment and by increased investment by Chinese fabricators, which drove higher demand for our products. Based on limited visibility, we expect demand from the Semiconductor Equipment markets will continue to improve in 2020. However, it is difficult to determine when or if overall market investment in semiconductor capital equipment will return to first half 2018 levels.

INDUSTRIAL & MEDICAL MARKETS

Customers in the Industrial & Medical markets incorporate our industrial 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, motor drives and connected light-emitting diodes.

OEM customers design equipment utilizing our process power technologies in a variety of industrial 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 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 Industrial & Medical markets 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 Industrial & Medical markets include 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. Our strategy in the Industrial & Medical markets 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.

In 2019 we saw weakening demand for our thin film industrial products driven by macro weakness offset by improvements in medical and other embedded power products and the addition of Artesyn Embedded Power products during the third and fourth quarter of 2019.







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DATA CENTER COMPUTING MARKETS

Following the acquisition of Artesyn's Embedded Power business in September 2019, Advanced Energy entered the Data Center Computing market with industry-leading products and low-voltage power conversion technologies. We sell to many data center server and storage manufacturers, original design manufacturers of server and storage systems, and cloud service providers, or hyperscalers, who are designing and deploying their own data center server and storage equipment. Driven by the growing adoption of cloud computing and increased consumer internet traffic, market demand for server and storage equipment has shifted from enterprise on-premise computing to the data center. This trend drove a strong year of data center investments in 2018, but the industry moderated investments in the first half of 2019 before recovering in the second half of 2019. With a growing presence at both cloud service providers, hyperscalers, and industry-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. We generated revenue from the Data Center Computing market during the third and fourth quarters of 2019.

TELECOM & NETWORKING MARKETS

The acquisition of Artesyn's Embedded Power business in September 2019 brought us a portfolio of products and technologies that are used across the Telecom & Networking markets. Our customers include many leading vendors and original design manufacturing of wireless and wireline 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 & Networking markets. In networking, demand is driven by networking investments by telecom service providers and enterprises upgrading of their network, as well as cloud data center networking investments. In the third and fourth quarters of 2019, we generated revenue from the Telecom & Networking markets following the acquisition of Artesyn.

Results of Continuing Operations

The analysis presented below is organized to provide the information we believe will facilitate an 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 Item 8 "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

The following table sets forth, for the periods indicated, certain data derived from our Consolidated Statements of Operations (in thousands):






                                                              Year Ended December 31,
                                                                2019             2018
Sales                                                       $     788,948     $  718,892
Gross profit                                                      315,652        365,607
Operating expenses                                                261,264        194,054
Operating income from continuing operations                        54,388        171,553
Other income (expense), net                                        12,806            823
Income from continuing operations before income taxes              67,194        172,376
Provision for income taxes                                         10,699         25,227

Income from continuing operations, net of income taxes $ 56,495 $ 147,149










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




                                                               Year Ended December 31,
                                                                2019              2018
Sales                                                              100.0 %           100.0 %
Gross profit                                                        40.0              50.9
Operating expenses                                                  33.1              27.0
Operating income from continuing operations                          6.9              23.9
Other income (expense), net                                          1.6               0.1
Income from continuing operations before income taxes                8.5              24.0
Provision for income taxes                                           1.4               3.5
Income from continuing operations, net of income taxes               7.2 %            20.5 %


SALES, NET

The following tables summarize annual sales and percentages of sales, by product line, for each of the years ended 2019 and 2018 (in thousands):




                            Years Ended December 31,            Change 2019 v. 2018
                              2019               2018            Dollar      Percent
Semiconductor Equipment   $     403,018        $ 533,770      $  (130,752)   (24.5) %
Industrial & Medical            245,992          185,122            60,870     32.9
Data Center Computing            91,438                -            91,438        -
Telecom & Networking             48,500                -            48,500        -
Total                     $     788,948        $ 718,892      $     70,056      9.7 %









                              Years Ended December 31,
                             2019                2018
Semiconductor Equipment          51.1 %              74.2 %
Industrial & Medical             31.2                25.8
Data Center Computing            11.6                   -
Telecom & Networking              6.1                   -
Total                           100.0 %             100.0 %




OPERATING EXPENSE

The following table summarizes our operating expense as a percentage of sales for the years ended December 31, 2019 and 2018 (in thousands):




                                              Years Ended December 31,
                                             2019                2018
Research and development               $ 101,503   12.9 %  $  76,008   10.6 %
Selling, general, and administrative     142,555   18.1      108,033   15.0
Amortization of intangible assets         12,168    1.5        5,774    0.8
Restructuring charges                      5,038    0.6        4,239    0.6
Total operating expenses               $ 261,264   33.1 %  $ 194,054   27.0 %




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2019 Results Compared To 2018

SALES

Total sales for the year ended December 31, 2019 increased 9.7% to $788.9 million from $718.9 million for the year ended December 31, 2018. Revenue in fiscal 2019 benefited from $220.3 million in inorganic sales from the acquisition of Artesyn's Embedded Power business and $38.0 million associated with our acquisition of LumaSense. Organic sales in fiscal 2019 decreased $170.8 million primarily due to the overall decline in demand in the semiconductor capital equipment market and lower sales of our industrial thin film products due to a weaker overall macroeconomic environment. Sales in fiscal 2018 includes $17.4 million associated with our acquisition of LumaSense.

In 2019, sales to the semiconductor equipment market decreased 24.5% to $403.0 million from $533.8 million in 2018, and decreased to 51.1% of total sales compared to 74.2% of total sales in 2018. The decrease in sales during 2019 is primarily due to an overall decrease in production and demand for semiconductor equipment used in deposition and etch applications, related to advanced memory, and the timing of new technology investment. This was partially offset by strengthening demand for foundry logic equipment late in the fiscal year.

Sales to the industrial & medical markets increased 32.9% to $246.0 million in 2019 from $185.1 million in 2018. Our customers in these markets are primarily global and regional original equipment and device manufacturers. Inorganic growth contributed $111.7 million in 2019, while organic sales in the industrial and medical markets decreased $35.8 million, or 21.1%. The decrease in organic sales was primarily due to slowing macro-economic conditions 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 $91.4 million in fiscal 2019 and $0.0 million in fiscal 2018. The increase in data center computing sales is due to the addition of new product verticals through inorganic growth.

Sales in the telecom and networking market were $48.5 million in fiscal 2019 and $0.0 million in fiscal 2018. The increase in telecom and networking sales is due to the addition of new product verticals through inorganic growth.

Sales to Applied Materials Inc. and Lam Research Corp., our two largest customers, decreased $114.1 million to $253.0 million, and 31.9% of sales, in 2019 from $367.0 million, and 51.1% of sales in 2018. Our sales to Applied Materials Inc. and Lam Research Corp. included sales for the semiconductor capital equipment market, as well as industrial capital equipment used in the solar and flat panel display markets.

Backlog

Our backlog was $258.9 million at December 31, 2019 as compared to $74.7 million at December 31, 2018. Backlog increased primarily due to the Artesyn acquisition, which added new backlog in the Data Center Computing and Telecom & Networking markets and incremental backlog in Industrial & Medical, as well as strengthening demand for semiconductor equipment late in the fiscal year.

GROSS PROFIT

Gross profit decreased $50.0 million to $315.6 million, or 40.0%, in 2019 as compared to $365.6 million, or 50.9%, in 2018. The decrease in gross profit as a percent of revenue is due primarily to the mix of products from Artesyn, which carry a lower gross margin, as well as the impact of lower volume, organic product mix and higher freight and customs costs. Gross profit in fiscal 2019 includes $44.8 million and $22.7 million, respectively, from our acquisitions of Artesyn and LumaSense. Gross profit in fiscal 2018 includes 8.3 million associated with our acquisition of LumaSense.



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OPERATING EXPENSE

Research and Development

We perform research and development 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 customers' products. 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.

Research and development expenses in 2019 increased $25.5 million to $101.5 million, from $76.0 million in 2018, and increased as a percentage of total revenue to 12.9% in 2019 from 10.6% in 2018. Research and development expenses include $14.2 million and $7.4 million, respectively, from our acquisitions of Artesyn and LumaSense. Research and development expenses in fiscal 2018 include $3.0 million from our acquisition of LumaSense. The increase in research and development expenses is primarily due to increased headcount and material costs as we invest in new programs to maintain and increase our technological leadership and provide solutions to our customers' evolving needs.

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-related activities.

Selling, general and administrative ("SG&A") expenses increased $34.6 million to $142.6 million in 2019 as compared to $108.0 million in 2018. SG&A expenses include $19.3 million and $11.3 million, respectively, from our acquisitions of Artesyn's Embedded Power business and LumaSense. SG&A expenses in 2018 include $6.1 million from our acquisition of LumaSense. Organic SG&A expenses increased by $8.4 million for legal, professional, and transition costs primarily related to the acquisition of Artesyn's Embedded Power business, as well as a $4.2 million increase in allowance for doubtful accounts related to exposure in China as a result of deferred programs due in part to the recent Coronavirus. Excluding these items, SG&A decreased $2.6 million primarily due to reductions in travel, selling expenses and other outside services as we were able to implement certain cost reduction measures while still preserving recent infrastructure investments in personnel and geographic footprint.

Amortization of Intangibles

Amortization expense increased $6.4 million to $12.2 million in 2019 from $5.8 million in 2018. The increase in 2019 is primarily driven by incremental amortization of intangible assets related to our acquisition of LumaSense and Artesyn, which we acquired in September of 2018 and 2019, respectively.

Restructuring

In connection with the restructuring actions management previously put in place to optimize our manufacturing footprint to lower-cost regions, and improvements in operating efficiencies and synergies related to our recent acquisitions including Artesyn, during 2019, we recognized $2.6 million in restructuring charges primarily related to employee termination benefits and recognition of excess lease space as we optimize our facility footprint. During 2019, we paid approximately $5.0 million in severance related costs.



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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 $12.8 million in 2019, as compared to $0.8 million in 2018. 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 of expense in 2019 as compared to $0.8 million of income in 2018. The decrease in other income is primarily due to higher interest expenses in the second half of 2019 related to the debt issued in connection with the acquisition of Artesyn's Embedded Power business.

Provision for Income Taxes

In 2019, we recorded income tax expense for our continuing operations of $10.7 million or an effective tax rate of 15.9%. Income tax expense in 2018 was $25.2 million or an effective tax rate of 14.6%. Included in our 2018 tax expense is $5.7 million of expense associated with finalization of the Tax Act items within the SAB 118 measurement period. After giving consideration to the above item, tax expense in 2018 for our continuing operations would have been $19.5 million or an effective tax rate of 11.3%. The 2019 effective tax rate differs from the federal statutory rate of 21% primarily due to the benefit of tax credits and earnings in foreign jurisdictions which are subject to lower tax rates, offset by additional GILTI tax in the US and withholding taxes.

Discontinued Operations

In December 2015, we completed the wind down of engineering, manufacturing and sales of our solar inverter product line (the "inverter business"). Accordingly, the results of our inverter business have been reflected as "Income (loss) from discontinued operations, net of 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 Statement 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) 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, 2019 and 2018, also includes the impacts of changes in our estimated product warranty liability, the recovery of accounts receivable and foreign exchange gain or (losses).

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




                                                                     Years Ended December 31,
                                                                       2019              2018
Sales                                                             $            -      $         -
Cost of sales                                                              (901)             (88)
Total operating expense                                                    1,022               96
Operating income (loss) from discontinued operations                       (121)              (8)
Other income (expense)                                                    10,895             (24)
Income (loss) from discontinued operations before income taxes            10,774             (32)
Provision (benefit) for income taxes                                       2,294                6

Income (loss) from discontinued operations, net of income taxes $ 8,480 $ (38)






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Non-GAAP Results

Management uses non-GAAP operating income and non-GAAP 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, 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 Act.

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

                                     Years Ended December 31,
                                                                    2019             2018
Gross profit from continuing operations, as reported           $      315,652     $  365,607
Adjustments to gross profit:
Stock-based compensation                                                  525            742
Facility expansion and relocation costs                                 3,891          1,328
Acquisition-related costs                                               8,290            569
Non-GAAP gross profit                                                 328,358        368,246
Non-GAAP gross margin                                                   41.6%          51.2%

Operating expenses from continuing operations, as reported            261,264        194,054

Adjustments:


Amortization of intangible assets                                    (12,168)        (5,774)
Stock-based compensation                                              (6,803)        (8,961)
Acquisition-related costs                                            (12,002)        (1,726)
Facility expansion and relocation costs                                 (948)          (518)
Restructuring charges                                                 (5,038)        (4,239)
Non-GAAP operating expenses                                           224,305        172,836
Non-GAAP operating income                                      $      104,053     $  195,410
Non-GAAP operating margin                                               13.2%          27.2%




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Reconciliation of Non-GAAP measure - income from continuing operations, excluding certain items

                              Years Ended December 31,
                                                                    2019             2018

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

$       56,461     $  147,063

Adjustments:


Amortization of intangible assets                                      12,168          5,774
Acquisition-related costs                                              20,263          2,295
Facility expansion and relocation costs                                 4,838          1,846
Restructuring charges                                                   5,038          4,239
Tax Cuts and Jobs Act Impact                                                -          5,703
Central inverter services business sale                              (13,737)              -
Tax effect of non-GAAP adjustments                                      3,206        (2,344)

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

                                                           88,237        164,576
Stock-based compensation, net of taxes                                  5,627          7,421
Non-GAAP income, net of income taxes                           $       93,864     $  171,997
Non-GAAP diluted earnings per share                            $         2.44     $     4.37




Impact of Inflation

In recent years, inflation has not had a significant impact on our operations. However, 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 significant in any of the years presented herein.

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.

At December 31, 2019, we had $346.4 million in cash, cash equivalents, and marketable securities. We believe that adequate liquidity and cash generation will be important to the execution of our strategic initiatives. We believe that our current cash levels and our cash flows from future operations will be adequate to meet anticipated working capital needs, anticipated levels of capital expenditures, and contractual obligations for the next twelve months.

At December 31, 2019, we had $125.1 million in cash, cash equivalents, and marketable securities held by foreign subsidiaries. As a result of the recent Tax Act, we have provided for U.S. tax on all foreign unremitted earnings. Accordingly, cash related 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.

Credit Facility

In connection with the acquisition of Artesyn's Embedded Power business in 2019, the Company 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



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facility ("Revolving Facility"). Both the Term Loan Facility and Revolving Facility mature on September 10, 2024. At December 31, 2019, we had $150.0 million in available funding under the Revolving Facility.

In connection with the entry into the Credit Agreement, the Company terminated its then-existing 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 expensed all unused line of credit fees at the time of termination of the Loan Agreement. See Note 22. Credit Facility in Part II, Item 8 "Financial Statements and Supplemental Data" for additional information.

Share Repurchase

On December 18, 2019, the Board of Directors authorized to remove the expiration date to the Company's common stock share repurchase program and increase the authorized amount by $25.1 million increasing the. authorization to repurchase shares up to a total of $50.0 million. As of December 31, 2019, a total of $50.0 million remained available for future share repurchases. We repurchased 1.7 million shares for $95.1 million and 0.4 million shares for $30.0 million in fiscal 2018 and 2017, respectively. There were no shares repurchased in fiscal 2019.

CASH FLOWS

A summary of our cash provided by and used in operating, investing, and financing activities is as follows (in thousands):




                                                                 Years Ended December 31,
                                                                    2019            2018

Net cash provided by (used in) operating activities from continuing operations

$       47,899    $   151,427

Net cash provided by (used in) operating activities from discontinued operations

                                                   493          (156)
Net cash provided by (used in) operating activities                    48,392        151,271

Net cash provided by (used in) investing activities from continuing operations

                                               (393,847)      (113,592)

Net cash provided by (used in) financing activities from continuing operations

                                                 338,840       (97,134)
EFFECT OF CURRENCY TRANSLATION ON CASH                                (1,496)        (1,030)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      (8,111)       (60,485)
CASH AND CASH EQUIVALENTS, beginning of period                        354,552        415,037
CASH AND CASH EQUIVALENTS, end of period                              346,441        354,552
Less cash and cash equivalents from discontinued operations                 -          5,251
CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS, end of
period                                                         $      346,441    $   349,301




2019 Compared To 2018

Net cash provided by operating activities

Net cash provided by operating activities in 2019 was $48.4 million, a decrease of $102.9 million, or 68.0% compared to $151.3 million in 2018. The decrease in net cash flows from operating activities was primarily due to overall decreases in sales to the semiconductor equipment market resulting in decreased earnings from continuing operations.

Net cash provided by operating activities in the fourth quarter and full year of 2019 was impacted by net payments due to acquisition related activities and assumed liabilities of approximately $27.0 million, partially offset by receipt of approximately $10.0 million 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 the Embedded Computing business.





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Net cash used in investing activities

Net cash used in investing activities in 2019 was $393.8 million, compared to $113.6 million in 2018. In 2019, we used $366.1 million for the acquisition of Artesyn's Embedded Power business, as compared to $93.8 million used in 2018 to acquire LumaSense, Trek and the electrostatic technology and product line from Monroe Electronics, Inc. Capital expenditures increased $5.0 million from $20.3 million in 2018 to $25.3 million in 2019 to support new facilities and manufacturing operations.

Net cash used in financing activities

Net cash provided by financing activities in 2019 was $338.8 million and 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. Net cash used in financing activities in 2018 was $97.1 million, which included $95.1 million for the repurchase of company stock.

Off-Balance Sheet Arrangements

As of December 31, 2019, 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 forth our future payments due under contractual obligations as of December 31, 2019 (in thousands):




                                                                                           More
                                              Less than                                   than 5
                                   Total        1 year       1-3 years     3-5 years       years
Debt obligations(1)              $ 341,250    $   17,500         35,000       288,750            -
Interest payments associated
with debt obligations(1)            36,555         8,532         15,726        12,297            -
Operating lease
obligations(2)                     152,778        22,727         33,275        20,387       76,389
Purchase obligations(3)            192,981       192,803            178             -            -
Income tax obligations(4)           11,724         1,117          2,234         4,884        3,489

Pension funding commitment(5) 173,830 6,113 12,712 20,203 134,802 Total

$ 909,118    $  248,792    $    99,125    $  346,521    $ 214,680

(1) Our debt obligations consist of principal and interest repayments due on our

Credit Facility based on current interest rates.

Amounts represent the minimum contractual cash commitments, including the

(2) 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.

Income tax obligations are a result of the Tax Act and include a transition

(4) 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 plans.



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



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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.

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."

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