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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the fiscal year ended December 31, 2012
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or
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||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the transition period from
to
.
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Delaware
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84-0846841
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1625 Sharp Point Drive, Fort Collins, CO
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80525
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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NASDAQ Global Select Market
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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EX-10.28.1
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EX-10.43
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EX-10.55
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EX-21.1
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EX-23.1
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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ITEM 1.
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BUSINESS
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Years ended December 31,
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||||||||||
Sales to external customers:
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2012
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2011
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2010
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||||||
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(In thousands)
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||||||||||
United States
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$
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322,847
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$
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338,343
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$
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270,606
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Canada
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30,113
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3,622
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—
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North America
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352,960
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341,965
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270,606
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People's Republic of China
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19,987
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38,654
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48,024
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Other Asian countries
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54,825
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79,424
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88,872
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Asia
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74,812
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118,078
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136,896
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||||||
Germany
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18,374
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47,228
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47,339
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Other European Countries
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5,785
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9,528
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4,573
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Europe
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24,159
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56,756
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51,912
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Total sales
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$
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451,931
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$
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516,799
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$
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459,414
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(1)
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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 customer's processes. The qualification process for Thin Films follows semiconductor industry standard practices, such as “copy exact”;
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(2)
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monitoring the financial condition of key suppliers;
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(3)
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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;
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(4)
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qualifying new parts on a timely basis and in geographies that reduce costs without degradation to quality;
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(5)
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locating certain manufacturing operations in areas that are closer to suppliers and customers; and
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(6)
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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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•
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our future revenues;
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•
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our future sales, including backlog orders;
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•
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our future gross profit;
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•
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reducing our operating breakeven point;
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•
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market acceptance of our products;
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•
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the fair value of our assets and financial instruments;
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•
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research and development expenses;
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•
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selling, general, and administrative expenses;
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•
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sufficiency and availability of capital resources;
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•
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capital expenditures;
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•
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adequacy of our reserve for excess and obsolete inventory;
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•
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adequacy of our warranty reserves;
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•
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restructuring activities and expenses;
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•
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general global economic conditions; and
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•
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industry trends.
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ITEM 1A.
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RISK FACTORS
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•
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the inability to obtain an adequate supply of required parts, components, or subassemblies;
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•
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supply shortages, if a sole or limited source provider ceases operations;
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•
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the need to fund the operating losses of a sole or limited source provider;
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•
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reduced control over pricing and timing of delivery of raw materials and parts, components, or subassemblies;
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•
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the need to qualify alternative suppliers;
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•
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suppliers that may provide parts, components or subassemblies that are defective, contain counterfeit goods or are otherwise misrepresented to us in terms of form, fit or function; and
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•
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the inability of our suppliers to develop technologically advanced products to support our growth and development of new products.
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•
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market acceptance of photovoltaic systems that incorporate our solar inverter products;
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•
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the cost competitiveness of these systems;
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•
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regulatory requirements; and
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•
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the emergence of newer, more competitive technologies and products.
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•
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our ability to effectively manage our employees at remote locations who are operating in different business environments from the United States;
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•
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our ability to develop and maintain relationships with suppliers and other local businesses;
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•
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compliance with product safety requirements and standards that are different from those of the United States;
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•
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variations and changes in laws applicable to our operations in different jurisdictions, including enforceability of intellectual property and contract rights;
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•
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trade restrictions, political instability, disruptions in financial markets, and deterioration of economic conditions;
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•
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customs regulations and the import and export of goods (including, but not limited to, any United States imposition of antidumping or countervailing duty orders, safeguards, remedies, or compensation with respect to our products or subcomponents of our products, particularly those produced in the PRC);
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•
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the ability to provide sufficient levels of technical support in different locations;
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•
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our ability to obtain business licenses that may be needed in international locations to support expanded operations;
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•
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timely collecting accounts receivable from foreign customers including $
38.8 million
in accounts receivable from foreign customers as of
December 31, 2012
; and
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changes in tariffs, taxes, and foreign currency exchange rates.
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substantial costs in the form of legal fees, fines, and royalty payments;
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•
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restrictions on our ability to sell certain products or in certain markets;
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•
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an inability to prevent others from using technology we have developed; and
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•
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a need to redesign products or seek alternative marketing strategies.
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•
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we could be subject to fines;
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our production or shipments could be suspended; and
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we could be prohibited from offering particular products in specified markets.
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issue stock that would dilute our current stockholders' percentage ownership;
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pay cash that would decrease our working capital;
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incur debt;
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assume liabilities; or
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•
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incur expenses related to impairment of goodwill and amortization.
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problems combining the acquired operations, systems, technologies, or products;
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an inability to realize expected operating efficiencies or product integration benefits;
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difficulties in coordinating and integrating geographically separated personnel, organizations, systems, and facilities;
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•
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difficulties integrating business cultures;
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unanticipated costs or liabilities, including the costs associated with improving the internal controls of the acquired company;
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diversion of management's attention from our core business;
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•
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adverse effects on existing business relationships with suppliers and customers;
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•
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potential loss of key employees, particularly those of purchased organizations;
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incurring unforseen obligations or liabilities in connection with acquisitions; and
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the failure to complete acquisitions even after signing definitive agreements which, among other things, would result in the expensing of potentially significant professional fees and other charges in the period in which the acquisition or negotiations are terminated.
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sell, transfer, lease or dispose of our assets;
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create, incur or assume additional indebtedness;
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•
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encumber or permit liens on certain of our assets
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•
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make restricted payments, including paying dividends on, repurchasing or making distributions with respect to our common stock;
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•
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make specified investments (including loans and advances);
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•
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
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•
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enter into certain transactions with our affiliates.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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Location
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Principal Activity
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Business Unit
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Ownership
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Fort Collins, CO
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Corporate headquarters, research and development, manufacturing, distribution, sales, and service
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Thin Films / Solar Energy
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Leased
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Bend, OR
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Research and development, manufacturing, distribution, sales, and service
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Solar Energy
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Leased
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San Jose, CA
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Distribution, sales, and service
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Thin Films / Solar Energy
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Leased
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Vancouver, WA
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Research and development, manufacturing, distribution, sales, and service
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Thin Films
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Leased
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Toronto, Canada
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Distribution and Sales
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Solar Energy
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Leased
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Shanghai, China
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Distribution and sales
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Thin Films
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Leased
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Shenzhen, China
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Manufacturing and distribution
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Thin Films / Solar Energy
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Leased
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Filderstadt, Germany
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Distribution, sales, and service
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Thin Films / Solar Energy
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Leased
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Hwasung Kyunggi-do, South Korea
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Distribution, sales, and service
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Thin Films
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Leased
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Sungnam City, South Korea
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Distribution, sales, and service
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Thin Films
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Owned
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Singapore
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Sales and service
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Thin Films
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Leased
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Taipei, Taiwan
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Distribution, sales, and service
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Thin Films
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Leased
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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2012
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2011
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||||||||||||
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High
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Low
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High
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Low
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||||||||
First Quarter
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$
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13.40
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$
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10.64
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$
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16.83
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$
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13.32
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Second Quarter
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$
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13.95
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$
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11.72
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$
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16.22
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$
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13.51
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Third Quarter
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$
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14.14
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$
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11.01
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$
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15.02
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$
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8.62
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Fourth Quarter
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$
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13.81
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$
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11.27
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$
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11.01
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$
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8.01
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Program
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||||||
January 1, 2012 to January 31, 2012
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1,019
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$
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10.92
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1,019
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$
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45,971
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February 1, 2012 to February 29, 2012
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590
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$
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10.95
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590
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$
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39,513
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March 1, 2012 to March 31, 2012
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368
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$
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11.78
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368
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$
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35,173
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April 1, 2012 to April 30, 2012
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430
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$
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11.91
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430
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$
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30,052
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May 1, 2012 to May 31, 2012
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2,010
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$
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13.39
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2,010
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$
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3,136
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June 1, 2012 to June 30, 2012
|
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240
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|
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$
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13.14
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|
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240
|
|
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$
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—
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Total
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4,657
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|
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$
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12.26
|
|
|
4,657
|
|
|
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12/07
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12/08
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12/09
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12/10
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12/11
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12/12
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||||||||||||
Advanced Energy Industries, Inc.
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$
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100.00
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$
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76.07
|
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$
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115.29
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$
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104.28
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$
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82.03
|
|
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$
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105.57
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NASDAQ Composite
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100.00
|
|
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59.03
|
|
|
82.25
|
|
|
97.32
|
|
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98.63
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|
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110.78
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||||||
PHLX Semiconductor
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100.00
|
|
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64.12
|
|
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101.17
|
|
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115.04
|
|
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116.92
|
|
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139.17
|
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ITEM 6.
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SELECTED FINANCIAL DATA
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|
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Years Ended December 31,
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||||||||||||||||||
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2012
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2011
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2010
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2009
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|
2008
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||||||||||
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(In thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
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|||||
Sales
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$
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451,931
|
|
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$
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516,799
|
|
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$
|
459,414
|
|
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$
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161,846
|
|
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$
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285,166
|
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Operating income (loss)
|
|
27,374
|
|
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49,251
|
|
|
65,188
|
|
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(97,140
|
)
|
|
5,255
|
|
|||||
Income (loss) from continuing operations before income taxes
|
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29,806
|
|
|
50,468
|
|
|
67,409
|
|
|
(95,230
|
)
|
|
8,138
|
|
|||||
Income (loss) from continuing operations, net of income taxes
|
|
20,176
|
|
|
36,854
|
|
|
53,593
|
|
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(101,812
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)
|
|
(6,501
|
)
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
|
405
|
|
|
(540
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)
|
|
17,599
|
|
|
(893
|
)
|
|
4,722
|
|
|||||
Net income (loss)
|
|
20,581
|
|
|
36,314
|
|
|
71,192
|
|
|
(102,705
|
)
|
|
(1,779
|
)
|
|||||
Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings (loss) per share
|
|
$
|
0.52
|
|
|
$
|
0.85
|
|
|
$
|
1.25
|
|
|
$
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(2.43
|
)
|
|
$
|
(0.15
|
)
|
Diluted earnings (loss) per share
|
|
$
|
0.51
|
|
|
$
|
0.84
|
|
|
$
|
1.23
|
|
|
$
|
(2.43
|
)
|
|
$
|
(0.15
|
)
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.41
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.11
|
|
Diluted earnings (loss) per share
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.41
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.11
|
|
Net Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic earnings (loss) per share
|
|
$
|
0.53
|
|
|
$
|
0.84
|
|
|
$
|
1.66
|
|
|
$
|
(2.45
|
)
|
|
$
|
(0.04
|
)
|
Diluted earnings (loss) per share
|
|
$
|
0.52
|
|
|
$
|
0.83
|
|
|
$
|
1.64
|
|
|
$
|
(2.45
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic weighted-average common shares outstanding
|
|
38,879
|
|
|
43,465
|
|
|
42,862
|
|
|
41,966
|
|
|
42,537
|
|
|||||
Diluted weighted-average common shares outstanding
|
|
39,447
|
|
|
43,954
|
|
|
43,419
|
|
|
41,966
|
|
|
42,537
|
|
|||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
|
$
|
538,160
|
|
|
$
|
533,378
|
|
|
$
|
505,157
|
|
|
$
|
345,125
|
|
|
$
|
420,637
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Sales
|
|
$
|
451,931
|
|
|
$
|
516,799
|
|
|
$
|
459,414
|
|
Gross profit
|
|
167,746
|
|
|
205,157
|
|
|
199,199
|
|
|||
Operating expenses
|
|
140,372
|
|
|
155,906
|
|
|
134,011
|
|
|||
Operating income
|
|
27,374
|
|
|
49,251
|
|
|
65,188
|
|
|||
Other income
|
|
2,432
|
|
|
1,217
|
|
|
2,221
|
|
|||
Income from continuing operations before income taxes
|
|
29,806
|
|
|
50,468
|
|
|
67,409
|
|
|||
Provision for income taxes
|
|
9,630
|
|
|
13,614
|
|
|
13,816
|
|
|||
Income from continuing operations, net of income taxes
|
|
$
|
20,176
|
|
|
$
|
36,854
|
|
|
$
|
53,593
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross profit
|
|
37.1
|
%
|
|
39.7
|
%
|
|
43.4
|
%
|
Operating expenses
|
|
31.2
|
%
|
|
30.2
|
%
|
|
29.2
|
%
|
Operating income
|
|
5.9
|
%
|
|
9.5
|
%
|
|
14.2
|
%
|
Other income
|
|
0.5
|
%
|
|
0.3
|
%
|
|
0.5
|
%
|
Income from continuing operations before income taxes
|
|
6.4
|
%
|
|
9.8
|
%
|
|
14.7
|
%
|
Provision for income taxes
|
|
2.1
|
%
|
|
2.6
|
%
|
|
3.0
|
%
|
Income from continuing operations, net of income taxes
|
|
4.3
|
%
|
|
7.2
|
%
|
|
11.7
|
%
|
|
|
Years Ended December 31,
|
|
Increase/ (Decrease)
|
|
Percent Change
|
||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 v. 2011
|
|
2011 v. 2010
|
|
2012 v. 2011
|
|
2011 v. 2010
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||
Thin Films:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Semiconductor capital equipment market
|
|
$
|
134,216
|
|
|
$
|
146,175
|
|
|
$
|
174,404
|
|
|
$
|
(11,959
|
)
|
|
$
|
(28,229
|
)
|
|
(8.2
|
)%
|
|
(16.2
|
)%
|
Non-semiconductor capital equipment
|
|
51,023
|
|
|
130,378
|
|
|
131,138
|
|
|
(79,355
|
)
|
|
(760
|
)
|
|
(60.9
|
)%
|
|
(0.6
|
)%
|
|||||
Global Support
|
|
50,096
|
|
|
52,061
|
|
|
48,154
|
|
|
(1,965
|
)
|
|
3,907
|
|
|
(3.8
|
)%
|
|
8.1
|
%
|
|||||
Total Thin Films
|
|
235,335
|
|
|
328,614
|
|
|
353,696
|
|
|
(93,279
|
)
|
|
(25,082
|
)
|
|
(28.4
|
)%
|
|
(7.1
|
)%
|
|||||
Solar Energy
|
|
216,596
|
|
|
188,185
|
|
|
105,718
|
|
|
28,411
|
|
|
82,467
|
|
|
15.1
|
%
|
|
78.0
|
%
|
|||||
Total sales
|
|
$
|
451,931
|
|
|
$
|
516,799
|
|
|
$
|
459,414
|
|
|
$
|
(64,868
|
)
|
|
$
|
57,385
|
|
|
(12.6
|
)%
|
|
12.5
|
%
|
|
|
Years Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Thin Films:
|
|
|
|
|
|
|
|||
Semiconductor capital equipment market
|
|
29.7
|
%
|
|
28.3
|
%
|
|
38.0
|
%
|
Non-semiconductor capital equipment
|
|
11.3
|
%
|
|
25.2
|
%
|
|
28.5
|
%
|
Global Suppoirt
|
|
11.1
|
%
|
|
10.1
|
%
|
|
10.5
|
%
|
Total Thin Films
|
|
52.1
|
%
|
|
63.6
|
%
|
|
77.0
|
%
|
Solar Energy
|
|
47.9
|
%
|
|
36.4
|
%
|
|
23.0
|
%
|
Total sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
|
(in thousands)
|
|||||||||||||||||||
Research and development
|
|
$
|
58,076
|
|
|
12.9
|
%
|
|
$
|
64,984
|
|
|
12.6
|
%
|
|
$
|
56,604
|
|
|
12.3
|
%
|
Selling, general, and administrative
|
|
69,127
|
|
|
15.3
|
%
|
|
79,722
|
|
|
15.5
|
%
|
|
74,543
|
|
|
16.2
|
%
|
|||
Amortization of intangible assets
|
|
5,696
|
|
|
1.3
|
%
|
|
3,852
|
|
|
0.7
|
%
|
|
2,864
|
|
|
0.6
|
%
|
|||
Restructuring charges
|
|
7,473
|
|
|
1.7
|
%
|
|
7,348
|
|
|
1.4
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total operating expenses
|
|
$
|
140,372
|
|
|
31.2
|
%
|
|
|
$155,906
|
|
|
30.2
|
%
|
|
$
|
134,011
|
|
|
29.2
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
110,777
|
|
|
$
|
38,095
|
|
|
$
|
18,344
|
|
Net cash used in investing activities
|
|
(24,527
|
)
|
|
(34,724
|
)
|
|
(16,710
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(54,864
|
)
|
|
(17,092
|
)
|
|
1,376
|
|
|||
Effect of currency translation on cash
|
|
(2,461
|
)
|
|
446
|
|
|
(5,202
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
28,925
|
|
|
(13,275
|
)
|
|
(2,192
|
)
|
|||
Cash and cash equivalents, beginning of the period
|
|
117,639
|
|
|
130,914
|
|
|
133,106
|
|
|||
Cash and cash equivalents, end of the period
|
|
$
|
146,564
|
|
|
$
|
117,639
|
|
|
$
|
130,914
|
|
|
|
|
|
Less than
|
|
|
|
|
|
More than 5
|
||||||||||
Contractual Obligations:
|
|
Total
|
|
1 year
|
|
1 -3 years
|
|
3-5 years
|
|
years
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Operating lease obligations
|
|
$
|
23,654
|
|
|
$
|
5,145
|
|
|
$
|
8,368
|
|
|
$
|
3,532
|
|
|
$
|
6,609
|
|
Purchase obligations
|
|
54,400
|
|
|
54,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
78,054
|
|
|
$
|
59,545
|
|
|
$
|
8,368
|
|
|
$
|
3,532
|
|
|
$
|
6,609
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
||
|
||
|
||
Consolidated Statements o
f Comprehensive Income
|
|
|
|
||
|
||
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
146,564
|
|
|
$
|
117,639
|
|
Marketable securities
|
|
25,683
|
|
|
25,567
|
|
||
Accounts receivable, net of allowances of $4,589 and $6,796, respectively
|
|
83,914
|
|
|
132,485
|
|
||
Inventories, net of reserves of $14,629 and $13,614, respectively
|
|
81,482
|
|
|
80,283
|
|
||
Deferred income tax assets
|
|
19,477
|
|
|
9,014
|
|
||
Income taxes receivable
|
|
4,315
|
|
|
13,826
|
|
||
Other current assets
|
|
9,075
|
|
|
11,672
|
|
||
Total current assets
|
|
370,510
|
|
|
390,486
|
|
||
Property and equipment, net
|
|
39,523
|
|
|
42,338
|
|
||
|
|
|
|
|
||||
Deposits and other
|
|
7,529
|
|
|
8,959
|
|
||
Goodwill
|
|
60,391
|
|
|
46,515
|
|
||
Other intangible assets, net
|
|
46,209
|
|
|
43,438
|
|
||
Deferred income tax assets
|
|
13,998
|
|
|
1,642
|
|
||
Total assets
|
|
$
|
538,160
|
|
|
$
|
533,378
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
41,044
|
|
|
$
|
44,828
|
|
Income taxes payable
|
|
11,029
|
|
|
3,310
|
|
||
Accrued payroll and employee benefits
|
|
11,675
|
|
|
9,184
|
|
||
Accrued warranty expense
|
|
7,419
|
|
|
8,433
|
|
||
Other accrued expenses
|
|
15,399
|
|
|
10,800
|
|
||
Customer deposits
|
|
2,080
|
|
|
14,689
|
|
||
Total current liabilities
|
|
88,646
|
|
|
91,244
|
|
||
|
|
|
|
|
||||
Deferred income tax liabilities
|
|
16,832
|
|
|
6,475
|
|
||
Uncertain tax positions
|
|
13,669
|
|
|
16,404
|
|
||
Accrued warranty expense
|
|
7,378
|
|
|
6,286
|
|
||
Other long-term liabilities
|
|
24,004
|
|
|
5,630
|
|
||
Total liabilities
|
|
150,529
|
|
|
126,039
|
|
||
Commitments and contingencies (Note 17)
|
|
—
|
|
|
—
|
|
||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 1,000 shares authorized, none issued
|
|
|
|
|
|
|
||
and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 70,000 shares authorized; 37,991 and 41,956
|
|
|
|
|
|
|
||
issued and outstanding, respectively
|
|
38
|
|
|
42
|
|
||
Additional paid-in capital
|
|
212,520
|
|
|
254,003
|
|
||
Retained earnings
|
|
145,348
|
|
|
124,767
|
|
||
Accumulated other comprehensive income
|
|
29,725
|
|
|
28,527
|
|
||
Total stockholders’ equity
|
|
387,631
|
|
|
407,339
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
538,160
|
|
|
$
|
533,378
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
SALES
|
|
$
|
451,931
|
|
|
$
|
516,799
|
|
|
$
|
459,414
|
|
COST OF SALES
|
|
284,185
|
|
|
311,642
|
|
|
260,215
|
|
|||
GROSS PROFIT
|
|
167,746
|
|
|
205,157
|
|
|
199,199
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|||
Research and development
|
|
58,076
|
|
|
64,984
|
|
|
56,604
|
|
|||
Selling, general, and administrative
|
|
69,127
|
|
|
79,722
|
|
|
74,543
|
|
|||
Amortization of intangible assets
|
|
5,696
|
|
|
3,852
|
|
|
2,864
|
|
|||
Restructuring charges
|
|
7,473
|
|
|
7,348
|
|
|
—
|
|
|||
Total operating expenses
|
|
140,372
|
|
|
155,906
|
|
|
134,011
|
|
|||
OPERATING INCOME
|
|
27,374
|
|
|
49,251
|
|
|
65,188
|
|
|||
Interest income
|
|
607
|
|
|
169
|
|
|
539
|
|
|||
Other income, net
|
|
1,825
|
|
|
1,048
|
|
|
1,682
|
|
|||
Total other income
|
|
2,432
|
|
|
1,217
|
|
|
2,221
|
|
|||
Income from continuing operations before income taxes
|
|
29,806
|
|
|
50,468
|
|
|
67,409
|
|
|||
Provision for income taxes
|
|
9,630
|
|
|
13,614
|
|
|
13,816
|
|
|||
INCOME FROM CONTINUING OPERATIONS, NET OF INCOME TAXES
|
|
20,176
|
|
|
36,854
|
|
|
53,593
|
|
|||
Gain on sale of discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
12,531
|
|
|||
Income from discontinued operations, net of income taxes
|
|
405
|
|
|
(540
|
)
|
|
5,068
|
|
|||
INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
|
|
405
|
|
|
(540
|
)
|
|
17,599
|
|
|||
NET INCOME
|
|
$
|
20,581
|
|
|
$
|
36,314
|
|
|
$
|
71,192
|
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares outstanding
|
|
38,879
|
|
|
43,465
|
|
|
42,862
|
|
|||
Diluted weighted-average common shares outstanding
|
|
39,447
|
|
|
43,954
|
|
|
43,419
|
|
|||
EARNINGS PER SHARE:
|
|
|
|
|
|
|
|
|
|
|||
CONTINUING OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|||
BASIC EARNINGS PER SHARE
|
|
$
|
0.52
|
|
|
$
|
0.85
|
|
|
$
|
1.25
|
|
DILUTED EARNINGS PER SHARE
|
|
$
|
0.51
|
|
|
$
|
0.84
|
|
|
$
|
1.23
|
|
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
||||
BASIC EARNINGS (LOSS) PER SHARE
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.41
|
|
DILUTED EARNINGS (LOSS) PER SHARE
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.41
|
|
NET INCOME:
|
|
|
|
|
|
|
|
|||||
BASIC EARNINGS PER SHARE
|
|
$
|
0.53
|
|
|
$
|
0.84
|
|
|
$
|
1.66
|
|
DILUTED EARNINGS PER SHARE
|
|
$
|
0.52
|
|
|
$
|
0.83
|
|
|
$
|
1.64
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
$
|
20,581
|
|
|
$
|
36,314
|
|
|
$
|
71,192
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
1,188
|
|
|
1,474
|
|
|
(343
|
)
|
|||
Unrealized gains (losses) on marketable securities
|
|
10
|
|
|
(21
|
)
|
|
9
|
|
|||
Comprehensive income
|
|
$
|
21,779
|
|
|
$
|
37,767
|
|
|
$
|
70,858
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income
|
|
Total Stockholders’ Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balances, December 31, 2009
|
|
42,044
|
|
|
$
|
42
|
|
|
$
|
233,623
|
|
|
$
|
17,261
|
|
|
$
|
27,408
|
|
|
$
|
278,334
|
|
Stock issued from equity plans
|
|
288
|
|
|
—
|
|
|
1,397
|
|
|
—
|
|
|
—
|
|
|
1,397
|
|
|||||
Stock issued for acquisition of PV Powered
|
|
998
|
|
|
1
|
|
|
14,689
|
|
|
—
|
|
|
—
|
|
|
14,690
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
8,501
|
|
|
—
|
|
|
—
|
|
|
8,501
|
|
|||||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
188
|
|
|||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity adjustment from foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(343
|
)
|
|
(343
|
)
|
|||||
Unrealized holding gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,192
|
|
|
—
|
|
|
71,192
|
|
|||||
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,192
|
|
|
(334
|
)
|
|
70,858
|
|
|||||
Balances, December 31, 2010
|
|
43,330
|
|
|
$
|
43
|
|
|
$
|
258,398
|
|
|
$
|
88,453
|
|
|
$
|
27,074
|
|
|
$
|
373,968
|
|
Stock issued from equity plans
|
|
370
|
|
|
—
|
|
|
1,981
|
|
|
—
|
|
|
—
|
|
|
1,981
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
12,529
|
|
|
—
|
|
|
—
|
|
|
12,529
|
|
|||||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
(1,011
|
)
|
|
—
|
|
|
—
|
|
|
(1,011
|
)
|
|||||
Stock buyback
|
|
(1,744
|
)
|
|
(1
|
)
|
|
(17,894
|
)
|
|
—
|
|
|
—
|
|
|
(17,895
|
)
|
|||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity adjustment from foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,474
|
|
|
1,474
|
|
|||||
Unrealized holding losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,314
|
|
|
—
|
|
|
36,314
|
|
|||||
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,314
|
|
|
1,453
|
|
|
37,767
|
|
|||||
Balances, December 31, 2011
|
|
41,956
|
|
|
$
|
42
|
|
|
$
|
254,003
|
|
|
$
|
124,767
|
|
|
$
|
28,527
|
|
|
$
|
407,339
|
|
Stock issued from equity plans
|
|
691
|
|
|
1
|
|
|
3,721
|
|
|
—
|
|
|
—
|
|
|
3,722
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
12,720
|
|
|
—
|
|
|
—
|
|
|
12,720
|
|
|||||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
(811
|
)
|
|
—
|
|
|
—
|
|
|
(811
|
)
|
|||||
Stock buyback
|
|
(4,656
|
)
|
|
(5
|
)
|
|
(57,113
|
)
|
|
—
|
|
|
—
|
|
|
(57,118
|
)
|
|||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity adjustment from foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,188
|
|
|
1,188
|
|
|||||
Unrealized holding gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,581
|
|
|
—
|
|
|
20,581
|
|
|||||
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,581
|
|
|
1,198
|
|
|
21,779
|
|
|||||
Balances at December 31, 2012
|
|
37,991
|
|
|
$
|
38
|
|
|
$
|
212,520
|
|
|
$
|
145,348
|
|
|
$
|
29,725
|
|
|
$
|
387,631
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
20,581
|
|
|
$
|
36,314
|
|
|
$
|
71,192
|
|
Adjustments to reconcile net income to net cash provided by operating activities, net of assets and liabilities acquired:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
17,786
|
|
|
14,525
|
|
|
10,736
|
|
|||
Stock-based compensation expense
|
|
12,720
|
|
|
12,529
|
|
|
8,501
|
|
|||
Provision (benefit) for deferred income taxes
|
|
(6,528
|
)
|
|
3,363
|
|
|
5,284
|
|
|||
Restructuring charges
|
|
7,473
|
|
|
7,348
|
|
|
—
|
|
|||
Net gain on disposal of gas flow control business
|
|
—
|
|
|
—
|
|
|
(12,531
|
)
|
|||
Net loss on disposal of assets
|
|
286
|
|
|
1,629
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of assets acquired:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
49,577
|
|
|
(12,135
|
)
|
|
(62,136
|
)
|
|||
Inventories
|
|
(375
|
)
|
|
(3,465
|
)
|
|
(41,299
|
)
|
|||
Other current assets
|
|
5,294
|
|
|
1,689
|
|
|
(6,318
|
)
|
|||
Accounts payable
|
|
(2,710
|
)
|
|
(10,813
|
)
|
|
26,521
|
|
|||
Other current liabilities and accrued expenses
|
|
(7,150
|
)
|
|
(2,834
|
)
|
|
27,163
|
|
|||
Income taxes
|
|
13,823
|
|
|
(8,087
|
)
|
|
(9,188
|
)
|
|||
Non-current assets
|
|
—
|
|
|
(1,968
|
)
|
|
469
|
|
|||
Non-current liabilities
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|||
Net cash provided by operating activities
|
|
110,777
|
|
|
38,095
|
|
|
18,344
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|||||
Purchases of marketable securities
|
|
(29,580
|
)
|
|
(31,598
|
)
|
|
(109,516
|
)
|
|||
Proceeds from sale of marketable securities
|
|
28,399
|
|
|
15,761
|
|
|
144,055
|
|
|||
Proceeds from sale of gas flow control business
|
|
—
|
|
|
—
|
|
|
43,260
|
|
|||
Proceeds from the sale of assets
|
|
2,200
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
|
(15,313
|
)
|
|
—
|
|
|
(75,577
|
)
|
|||
Purchases of property and equipment
|
|
(10,233
|
)
|
|
(18,887
|
)
|
|
(18,932
|
)
|
|||
Net cash used in investing activities
|
|
(24,527
|
)
|
|
(34,724
|
)
|
|
(16,710
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Payment of debt issuance costs
|
|
(562
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase and retirement of common stock
|
|
(57,118
|
)
|
|
(17,895
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
3,722
|
|
|
1,981
|
|
|
1,397
|
|
|||
Excess tax from stock-based compensation deduction
|
|
(811
|
)
|
|
(1,011
|
)
|
|
188
|
|
|||
Other financing activities
|
|
(95
|
)
|
|
(167
|
)
|
|
(209
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(54,864
|
)
|
|
(17,092
|
)
|
|
1,376
|
|
|||
EFFECT OF CURRENCY TRANSLATION ON CASH
|
|
(2,461
|
)
|
|
446
|
|
|
(5,202
|
)
|
|||
INCREASE (DECREASE ) IN CASH AND CASH EQUIVALENTS
|
|
28,925
|
|
|
(13,275
|
)
|
|
(2,192
|
)
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
117,639
|
|
|
130,914
|
|
|
133,106
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
146,564
|
|
|
$
|
117,639
|
|
|
$
|
130,914
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
|
$
|
17
|
|
|
$
|
74
|
|
|
$
|
55
|
|
Cash paid for income taxes
|
|
3,630
|
|
|
23,254
|
|
|
25,182
|
|
|||
Cash received for refunds of income taxes
|
|
7,434
|
|
|
7,430
|
|
|
1,687
|
|
|||
Cash held in banks outside the United States
|
|
36,185
|
|
|
67,426
|
|
|
22,032
|
|
|||
NONCASH TRANSACTIONS:
|
|
|
|
|
|
|
|
|
|
|||
Common stock issued as partial consideration for PV Powered acquisition
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,690
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balances at beginning of period
|
|
$
|
6,796
|
|
|
$
|
3,440
|
|
|
$
|
1,975
|
|
Additions - charged to expense
|
|
1,705
|
|
|
4,806
|
|
|
1,814
|
|
|||
Deductions - write-offs, net of recoveries
|
|
(3,912
|
)
|
|
(1,450
|
)
|
|
(349
|
)
|
|||
Balances at end of period
|
|
$
|
4,589
|
|
|
$
|
6,796
|
|
|
$
|
3,440
|
|
NOTE 2.
|
BUSINESS ACQUISITION AND DISPOSITION
|
Cash paid to owners
|
$
|
16,673
|
|
Contingent consideration
|
5,253
|
|
|
Cash acquired
|
(680
|
)
|
|
Total fair value of consideration transferred
|
$
|
21,246
|
|
Cash
|
$
|
680
|
|
Accounts receivable
|
1,074
|
|
|
Inventories
|
57
|
|
|
Other receivables
|
32
|
|
|
Other current assets
|
46
|
|
|
Property and equipment
|
43
|
|
|
Accounts payable
|
(390
|
)
|
|
Accrued payroll and employee benefits
|
(186
|
)
|
|
Other accrued expenses
|
(159
|
)
|
|
Customer deposits
|
(38
|
)
|
|
Deferred tax liabilities
|
(1,628
|
)
|
|
|
(469
|
)
|
|
Amortizable intangible assets:
|
|
||
Trademarks
|
106
|
|
|
Technology
|
2,723
|
|
|
Customer relationships
|
5,387
|
|
|
Total amortizable intangible assets
|
8,216
|
|
|
Total identifiable net assets
|
7,747
|
|
|
Goodwill
|
13,499
|
|
|
Total fair value of consideration transferred
|
$
|
21,246
|
|
|
|
Amount
|
|
Amortization Method
|
|
Useful Life
|
||
Trademarks
|
|
$
|
106
|
|
|
Straight-line
|
|
3
|
Technology
|
|
2,723
|
|
|
Straight-line
|
|
9
|
|
Customer relationships - other
|
|
744
|
|
|
Straight-line
|
|
7
|
|
Customer relationships - design
|
|
4,643
|
|
|
Straight-line
|
|
12
|
|
|
|
$
|
8,216
|
|
|
|
|
|
November 8, to December 31, 2012
|
|
||
Sales
|
$
|
479
|
|
Net loss
|
(18
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Sales
|
|
$
|
8,959
|
|
|
$
|
27,823
|
|
|
$
|
51,204
|
|
Cost of sales
|
|
9,189
|
|
|
27,671
|
|
|
38,327
|
|
|||
Gross profit (loss)
|
|
(230
|
)
|
|
152
|
|
|
12,877
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Research and development
|
|
—
|
|
|
8
|
|
|
1,922
|
|
|||
Selling, general, and administrative
|
|
88
|
|
|
862
|
|
|
3,301
|
|
|||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
246
|
|
|||
Total operating expenses
|
|
88
|
|
|
870
|
|
|
5,469
|
|
|||
Operating income (loss) from discontinued operations
|
|
(318
|
)
|
|
(718
|
)
|
|
7,408
|
|
|||
Other income (expense)
|
|
881
|
|
|
(26
|
)
|
|
—
|
|
|||
Gain on sale of net assets of discontinued operation
|
|
—
|
|
|
—
|
|
|
14,249
|
|
|||
Income (loss) from discontinued operations before income taxes
|
|
563
|
|
|
(744
|
)
|
|
21,657
|
|
|||
Provision for income taxes
|
|
|
|
|
|
|
||||||
Income taxes on income from discontinued operations
|
|
158
|
|
|
(204
|
)
|
|
2,340
|
|
|||
Income Taxes on gain on sale of net assets of discontinued operations
|
|
—
|
|
|
$
|
—
|
|
|
1,718
|
|
||
Total provision for income taxes
|
|
158
|
|
|
(204
|
)
|
|
4,058
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
|
$
|
405
|
|
|
$
|
(540
|
)
|
|
$
|
17,599
|
|
NOTE 3.
|
INCOME TAXES
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
|
$
|
17,905
|
|
|
$
|
54,339
|
|
|
$
|
47,010
|
|
Foreign
|
|
11,901
|
|
|
(3,871
|
)
|
|
20,399
|
|
|||
|
|
$
|
29,806
|
|
|
$
|
50,468
|
|
|
$
|
67,409
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
11,248
|
|
|
$
|
9,101
|
|
|
$
|
1,566
|
|
State and local
|
|
2,273
|
|
|
970
|
|
|
916
|
|
|||
Foreign taxes
|
|
2,637
|
|
|
180
|
|
|
4,688
|
|
|||
Total current provision
|
|
$
|
16,158
|
|
|
$
|
10,251
|
|
|
$
|
7,170
|
|
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(7,914
|
)
|
|
$
|
3,525
|
|
|
$
|
4,879
|
|
State and local
|
|
$
|
(1,174
|
)
|
|
$
|
145
|
|
|
$
|
278
|
|
Foreign taxes
|
|
2,560
|
|
|
(307
|
)
|
|
1,489
|
|
|||
Total deferred provision
|
|
(6,528
|
)
|
|
3,363
|
|
|
6,646
|
|
|||
Total provision for income taxes
|
|
$
|
9,630
|
|
|
$
|
13,614
|
|
|
$
|
13,816
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Income taxes per federal statutory rate
|
|
$
|
10,433
|
|
|
$
|
17,664
|
|
|
$
|
23,566
|
|
State income taxes, net of federal deduction
|
|
417
|
|
|
777
|
|
|
849
|
|
|||
Change in valuation allowance
|
|
1,694
|
|
|
—
|
|
|
—
|
|
|||
Stock based compensation
|
|
745
|
|
|
1,150
|
|
|
300
|
|
|||
Tax effect of foreign operations
|
|
(2,166
|
)
|
|
(3,192
|
)
|
|
(12,187
|
)
|
|||
Tax credits
|
|
(1,317
|
)
|
|
(1,432
|
)
|
|
(2,003
|
)
|
|||
Domestic production activity benefit
|
|
(327
|
)
|
|
(1,436
|
)
|
|
—
|
|
|||
Other
|
|
151
|
|
|
83
|
|
|
3,291
|
|
|||
Total provision for income taxes
|
|
$
|
9,630
|
|
|
$
|
13,614
|
|
|
$
|
13,816
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
Deferred tax assets
|
|
|
|
|
||||
Stock based compensation
|
|
9,460
|
|
|
6,808
|
|
||
Net operating loss and tax credit carryforwards
|
|
6,106
|
|
|
11,898
|
|
||
Excess and obsolete inventory
|
|
5,381
|
|
|
4,532
|
|
||
Warranty reserve
|
|
4,024
|
|
|
3,111
|
|
||
Deferred revenue
|
|
3,958
|
|
|
2,915
|
|
||
Vacation accrual
|
|
700
|
|
|
636
|
|
||
Restructuring
|
|
515
|
|
|
471
|
|
||
Bad debt reserve
|
|
415
|
|
|
755
|
|
||
Employee bonuses and commissions
|
|
36
|
|
|
40
|
|
||
Other
|
|
—
|
|
|
725
|
|
||
Deferred tax assets
|
|
$
|
30,595
|
|
|
$
|
31,891
|
|
Less: Valuation allowance
|
|
(2,551
|
)
|
|
(4,990
|
)
|
||
Net deferred tax assets
|
|
$
|
28,044
|
|
|
$
|
26,901
|
|
Deferred tax liabilities
|
|
|
|
|
||||
Depreciation and amortization
|
|
(14,789
|
)
|
|
(20,829
|
)
|
||
Other
|
|
(750
|
)
|
|
—
|
|
||
Unrepatriated earnings
|
|
—
|
|
|
(2,139
|
)
|
||
Deferred tax liabilities
|
|
$
|
(15,538
|
)
|
|
$
|
(22,968
|
)
|
Net deferred tax assets/liabilities
|
|
$
|
12,506
|
|
|
$
|
3,933
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of period
|
|
$
|
16,018
|
|
|
$
|
15,665
|
|
|
$
|
14,987
|
|
Additions based on tax positions taken during a prior period
|
|
—
|
|
|
—
|
|
|
318
|
|
|||
Reductions based on tax positions taken during a prior period
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||
Additions based on tax positions taken during the current period
|
|
295
|
|
|
353
|
|
|
381
|
|
|||
Reductions based on tax positions taken during the current period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions related to settlement of tax matters
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions related to a lapse of applicable statute of limitations
|
|
(3,503
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
|
$
|
12,810
|
|
|
$
|
16,018
|
|
|
$
|
15,665
|
|
NOTE 4.
|
EARNINGS PER SHARE
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income from continuing operations, net of income taxes
|
|
$
|
20,176
|
|
|
$
|
36,854
|
|
|
$
|
53,593
|
|
Basic weighted-average common shares outstanding
|
|
38,879
|
|
|
43,465
|
|
|
42,862
|
|
|||
Assumed exercise of dilutive stock options and restricted stock units
|
|
568
|
|
|
489
|
|
|
557
|
|
|||
Diluted weighted-average common shares outstanding
|
|
39,447
|
|
|
43,954
|
|
|
43,419
|
|
|||
Income from continuing operations:
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
0.52
|
|
|
$
|
0.85
|
|
|
$
|
1.25
|
|
Diluted earnings per share
|
|
$
|
0.51
|
|
|
$
|
0.84
|
|
|
$
|
1.23
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Stock options
|
|
4,960
|
|
|
4,550
|
|
|
3,588
|
|
Restricted stock units
|
|
—
|
|
|
18
|
|
|
1
|
|
NOTE 5.
|
MARKETABLE SECURITIES
|
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2012
|
|
2011
|
||||||||||||
|
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Commercial paper
|
|
$
|
749
|
|
|
$
|
749
|
|
|
$
|
2,395
|
|
|
$
|
2,395
|
|
Certificates of deposit
|
|
12,498
|
|
|
12,498
|
|
|
8,333
|
|
|
8,326
|
|
||||
Corporate bonds/notes
|
|
11,274
|
|
|
11,253
|
|
|
7,534
|
|
|
7,523
|
|
||||
Municipal bonds/notes
|
|
285
|
|
|
285
|
|
|
—
|
|
|
—
|
|
||||
Agency bonds/notes
|
|
900
|
|
|
898
|
|
|
7,320
|
|
|
7,323
|
|
||||
Total marketable securities
|
|
$
|
25,706
|
|
|
$
|
25,683
|
|
|
$
|
25,582
|
|
|
$
|
25,567
|
|
|
|
Earliest
|
|
|
|
Latest
|
Commercial paper
|
|
4/5/2013
|
|
to
|
|
4/5/2013
|
Certificates of deposit
|
|
1/15/2013
|
|
to
|
|
11/24/2014
|
Corporate bonds/notes
|
|
1/15/2013
|
|
to
|
|
5/15/2014
|
Municipal bonds/notes
|
|
9/1/2013
|
|
to
|
|
9/1/2013
|
Agency bonds/notes
|
|
7/1/2013
|
|
to
|
|
7/1/2013
|
NOTE 6.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
NOTE 7.
|
ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
|
Level 1:
|
Quoted market prices in active markets for identical assets or liabilities at the measurement date.
|
Level 2:
|
Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable and can be corroborated by observable market data.
|
Level 3:
|
Inputs reflect management’s best estimates and assumptions of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.
|
December 31, 2012
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
749
|
|
|
$
|
—
|
|
|
$
|
749
|
|
Certificates of deposit
|
|
—
|
|
|
12,498
|
|
|
—
|
|
|
12,498
|
|
||||
Corporate bonds/notes
|
|
—
|
|
|
11,253
|
|
|
—
|
|
|
11,253
|
|
||||
Municipal bonds/notes
|
|
—
|
|
|
285
|
|
|
—
|
|
|
285
|
|
||||
Agency bonds/notes
|
|
898
|
|
|
—
|
|
|
—
|
|
|
898
|
|
||||
Total marketable securities
|
|
$
|
898
|
|
|
$
|
24,785
|
|
|
$
|
—
|
|
|
$
|
25,683
|
|
|
|
|
||||||||||||||
December 31, 2011
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
2,395
|
|
|
$
|
—
|
|
|
$
|
2,395
|
|
Certificates of deposit
|
|
—
|
|
|
8,326
|
|
|
—
|
|
|
8,326
|
|
||||
Corporate bonds/notes
|
|
—
|
|
|
7,523
|
|
|
—
|
|
|
7,523
|
|
||||
Municipal bonds/notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Agency bonds/notes
|
|
7,323
|
|
|
—
|
|
|
—
|
|
|
7,323
|
|
||||
Total marketable securities
|
|
$
|
7,323
|
|
|
$
|
18,244
|
|
|
$
|
—
|
|
|
$
|
25,567
|
|
NOTE 8.
|
INVENTORIES
|
|
|
December 31,
|
|
December 31,
|
||||
|
|
2012
|
|
2011
|
||||
Parts and raw materials
|
|
$
|
59,484
|
|
|
$
|
57,962
|
|
Work in process
|
|
3,728
|
|
|
3,708
|
|
||
Finished goods
|
|
18,270
|
|
|
18,613
|
|
||
|
|
$
|
81,482
|
|
|
$
|
80,283
|
|
NOTE 9.
|
PROPERTY AND EQUIPMENT
|
|
|
December 31,
|
|
December 31,
|
||||
|
|
2012
|
|
2011
|
||||
Buildings and land
|
|
$
|
1,794
|
|
|
$
|
1,647
|
|
Machinery and equipment
|
|
40,993
|
|
|
40,126
|
|
||
Computer and communication equipment
|
|
22,895
|
|
|
24,097
|
|
||
Furniture and fixtures
|
|
1,845
|
|
|
2,648
|
|
||
Vehicles
|
|
359
|
|
|
464
|
|
||
Leasehold improvements
|
|
27,976
|
|
|
29,680
|
|
||
Construction in process
|
|
3,362
|
|
|
6,352
|
|
||
|
|
99,224
|
|
|
105,014
|
|
||
Less: Accumulated depreciation
|
|
(59,701
|
)
|
|
(62,676
|
)
|
||
Total property and equipment, net
|
|
$
|
39,523
|
|
|
$
|
42,338
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Depreciation expense
|
|
$
|
12,090
|
|
|
$
|
10,673
|
|
|
$
|
7,226
|
|
NOTE 10.
|
GOODWILL
|
|
|
Years Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Gross carrying amount, beginning of period
|
|
$
|
46,515
|
|
|
$
|
48,360
|
|
Additions and adjustments
|
|
13,499
|
|
|
(1,845
|
)
|
||
Translation adjustments
|
|
377
|
|
|
—
|
|
||
Gross carrying amount, end of period
|
|
$
|
60,391
|
|
|
$
|
46,515
|
|
NOTE 11.
|
INTANGIBLE ASSETS
|
|
|
Gross Carrying Amount
|
|
Effect of Changes in Exchange Rates
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-Average Useful Life in Years
|
||||||||
Amortizable intangibles:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Technology-based
|
|
$
|
44,668
|
|
|
$
|
83
|
|
|
$
|
(10,775
|
)
|
|
$
|
33,976
|
|
|
7
|
Trademarks and other
|
|
13,703
|
|
|
167
|
|
|
(1,637
|
)
|
|
12,233
|
|
|
9
|
||||
Total intangible assets
|
|
$
|
58,371
|
|
|
$
|
250
|
|
|
$
|
(12,412
|
)
|
|
$
|
46,209
|
|
|
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-Average Useful Life in Years
|
||||||
Amortizable intangibles:
|
|
|
|
|
|
|
|
|
||||||
Technology-based
|
|
$
|
37,922
|
|
|
$
|
(5,841
|
)
|
|
$
|
32,081
|
|
|
7
|
Trademarks and other
|
|
8,210
|
|
|
(875
|
)
|
|
7,335
|
|
|
8
|
|||
Total amortizable intangibles
|
|
46,132
|
|
|
(6,716
|
)
|
|
39,416
|
|
|
|
|||
Non-amortizing intangibles:
|
|
4,022
|
|
|
—
|
|
|
4,022
|
|
|
|
|||
Total intangible assets
|
|
$
|
50,154
|
|
|
$
|
(6,716
|
)
|
|
$
|
43,438
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Amortization expense
|
$
|
5,696
|
|
|
$
|
3,852
|
|
|
$
|
2,864
|
|
NOTE 12.
|
ACCRUED LIABILITIES
|
|
|
2012
|
|
2011
|
||||
Accrued liabilities:
|
|
|
|
|
||||
Current deferred tax liability
|
|
$
|
4,137
|
|
|
$
|
247
|
|
Accrued restructuring costs
|
|
1,852
|
|
|
1,817
|
|
||
Current contingent consideration
|
|
2,773
|
|
|
—
|
|
||
Accrued sales and use tax
|
|
1,010
|
|
|
1,077
|
|
||
Other
|
|
5,627
|
|
|
7,659
|
|
||
Total accrued liabilities
|
|
$
|
15,399
|
|
|
$
|
10,800
|
|
NOTE 13.
|
WARRANTIES
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balances at beginning of period
|
|
$
|
14,719
|
|
|
$
|
12,949
|
|
|
$
|
7,005
|
|
Warranty liabilities acquired
|
|
—
|
|
|
—
|
|
|
2,625
|
|
|||
Increases to accruals related to sales during the period
|
|
7,561
|
|
|
10,203
|
|
|
10,463
|
|
|||
Warranty expenditures
|
|
(7,483
|
)
|
|
(8,433
|
)
|
|
(7,144
|
)
|
|||
Balances at end of period
|
|
$
|
14,797
|
|
|
$
|
14,719
|
|
|
$
|
12,949
|
|
|
|
2012
|
|
2011
|
Customer deposits
|
|
$0.4
|
|
$8.0
|
Other long-term liabilities
|
|
$20.1
|
|
$4.9
|
Total deferred revenue related to extended warranty contracts
|
|
$20.5
|
|
$12.9
|
NOTE 14.
|
STOCK-BASED COMPENSATION
|
|
|
2012
|
|
2011
|
|
2010
|
Fair value assumptions - stock options:
|
|
|
|
|
|
|
Risk-free interest rates
|
|
0.6% - 1.2%
|
|
1.09% - 2.4%
|
|
1.3% - 2.6%
|
Expected dividend yield rates
|
|
—%
|
|
—%
|
|
—%
|
Expected term
|
|
5.9 years
|
|
5.5 years
|
|
5.8 years
|
Expected volatility
|
|
61.5%
|
|
58%
|
|
63%
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted-average grant date fair value of options
|
|
$
|
6.24
|
|
|
$
|
6.68
|
|
|
$
|
8.71
|
|
Total intrinsic value of options exercised
|
|
$
|
1,697
|
|
|
$
|
896
|
|
|
$
|
979
|
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|||
Changes in outstanding stock options:
|
|
|
|||||
Options outstanding at December 31, 2011
|
|
5,821
|
|
|
$
|
13.84
|
|
Options granted
|
|
1,678
|
|
|
11.13
|
|
|
Options exercised
|
|
(446
|
)
|
|
9.17
|
|
|
Options forfeited
|
|
(717
|
)
|
|
12.27
|
|
|
Options expired
|
|
(677
|
)
|
|
20.47
|
|
|
Options outstanding at December 31, 2012
|
|
5,659
|
|
|
12.81
|
|
Options Expected to Vest:
|
|
Number
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
|||||
Options outstanding
|
|
5,659
|
|
|
$
|
12.81
|
|
|
6.6 years
|
|
$
|
11,242
|
|
Options expected to vest
|
|
5,142
|
|
|
13.01
|
|
|
6.4 years
|
|
9,615
|
|
||
Options exercisable
|
|
2,713
|
|
|
14.06
|
|
|
4.6 years
|
|
4,233
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number Outstanding
|
|
Weighted-Average Remaining Contractual Life
|
|
Weighted-Average Exercise Price
|
|
Number Exercisable
|
|
Weighted-Average Exercise Price
|
||||||
$7.15 to $8.65
|
|
754
|
|
|
6.7 years
|
|
$
|
8.15
|
|
|
338
|
|
|
$
|
7.74
|
|
$8.95 to $10.90
|
|
459
|
|
|
5.6 years
|
|
9.47
|
|
|
310
|
|
|
9.46
|
|
||
$11.02 to $11.02
|
|
1,287
|
|
|
9.0 years
|
|
11.02
|
|
|
—
|
|
|
—
|
|
||
$11.21 to $12.44
|
|
597
|
|
|
7.1 years
|
|
11.98
|
|
|
312
|
|
|
11.82
|
|
||
$12.77 to $13.85
|
|
633
|
|
|
6.1 years
|
|
13.36
|
|
|
444
|
|
|
13.34
|
|
||
$14.02 to $14.50
|
|
594
|
|
|
7.1 years
|
|
14.27
|
|
|
326
|
|
|
14.23
|
|
||
$14.52 to $16.13
|
|
623
|
|
|
6.0 years
|
|
15.22
|
|
|
368
|
|
|
15.43
|
|
||
$16.25 to $22.47
|
|
576
|
|
|
3.6 years
|
|
19.26
|
|
|
480
|
|
|
19.87
|
|
||
$22.52 to $23.67
|
|
85
|
|
|
0.8 years
|
|
22.54
|
|
|
84
|
|
|
22.54
|
|
||
$24.21 to $24.21
|
|
51
|
|
|
3.0 years
|
|
24.21
|
|
|
51
|
|
|
24.21
|
|
||
$7.15 to $24.21
|
|
5,659
|
|
|
6.6 years
|
|
12.81
|
|
|
2,713
|
|
|
14.06
|
|
|
|
Shares
|
|
Balance at December 31, 2011
|
|
764
|
|
RSUs granted
|
|
2,012
|
|
RSUs vested
|
|
(253
|
)
|
RSUs forfeited
|
|
(450
|
)
|
Balance at December 31, 2012
|
|
2,073
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted-average grant date fair value of RSUs
|
|
$
|
11.20
|
|
|
$
|
12.94
|
|
|
$
|
14.79
|
|
Total fair value of RSUs converted to shares
|
|
$
|
8,908
|
|
|
$
|
1,974
|
|
|
$
|
1,923
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Risk-free interest rates
|
|
0.15% - 0.61%
|
|
|
0.05% - 0.1%
|
|
|
0.2% - 0.3%
|
|
Expected dividend yield rates
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected term
|
|
0.5 years
|
|
|
0.5 years
|
|
|
0.5 years
|
|
Expected volatility
|
|
60.4
|
%
|
|
61.9
|
%
|
|
62.8
|
%
|
NOTE 15.
|
RETIREMENT PLANS
|
NOTE 16.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME
|
|
Foreign Currency Adjustments
|
|
Unrealized Gains (Losses) on Marketable Securities
|
|
Total Accumulated Other Comprehensive Income
|
||||||
Balances at December 31, 2011
|
$
|
28,542
|
|
|
$
|
(15
|
)
|
|
$
|
28,527
|
|
Current period other comprehensive income
|
1,188
|
|
|
10
|
|
|
1,198
|
|
|||
Balances at December 31, 2012
|
$
|
29,730
|
|
|
$
|
(5
|
)
|
|
$
|
29,725
|
|
NOTE 17.
|
COMMITMENTS AND CONTINGENCIES
|
2013
|
$
|
5,145
|
|
2014
|
4,675
|
|
|
2015
|
3,693
|
|
|
2016
|
1,825
|
|
|
2017
|
1,707
|
|
|
Thereafter
|
6,609
|
|
|
|
$
|
23,654
|
|
NOTE 18.
|
RESTRUCTURING COSTS
|
|
|
|
|
|
Cumulative costs through
|
||||||
|
2012
|
|
2011
|
|
December 31, 2012
|
||||||
Severance and related costs
|
$
|
3,481
|
|
|
$
|
3,621
|
|
|
$
|
7,102
|
|
Property and equipment impairments
|
1,284
|
|
|
1,739
|
|
|
3,023
|
|
|||
Facility closure costs
|
2,708
|
|
|
1,988
|
|
|
4,696
|
|
|||
Total restructuring charges
|
$
|
7,473
|
|
|
$
|
7,348
|
|
|
$
|
14,821
|
|
|
|
Balances at December 31, 2011
|
|
Costs incurred and charged to expense
|
|
Cost paid or otherwise settled
|
|
Effect of change in exchange rates
|
|
Balances at December 31, 2012
|
||||||||||
Severance and related costs
|
|
$
|
800
|
|
|
$
|
3,481
|
|
|
$
|
(2,894
|
)
|
|
$
|
(42
|
)
|
|
$
|
1,345
|
|
Property and equipment impairments
|
|
—
|
|
|
1,284
|
|
|
(1,284
|
)
|
|
—
|
|
|
—
|
|
|||||
Facility closure costs
|
|
1,019
|
|
|
2,708
|
|
|
(3,219
|
)
|
|
—
|
|
|
508
|
|
|||||
Total restructuring liabilities
|
|
$
|
1,819
|
|
|
$
|
7,473
|
|
|
$
|
(7,397
|
)
|
|
$
|
(42
|
)
|
|
$
|
1,853
|
|
NOTE 19.
|
OTHER INCOME, NET
|
NOTE 20.
|
RELATED PARTY TRANSACTIONS
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Sales - related parties
|
|
$
|
583
|
|
|
$
|
3,874
|
|
|
$
|
8,057
|
|
Rent expense - related parties
|
|
1,872
|
|
|
2,306
|
|
|
2,823
|
|
NOTE 21.
|
SEGMENT INFORMATION
|
|
|
Years Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Thin Films
|
|
$
|
22,804
|
|
|
$
|
68,241
|
|
Solar Energy
|
|
14,003
|
|
|
4,323
|
|
||
Total segment operating income
|
|
36,807
|
|
|
72,564
|
|
||
Corporate expenses
|
|
(1,960
|
)
|
|
(15,965
|
)
|
||
Restructuring charges
|
|
(7,473
|
)
|
|
(7,348
|
)
|
||
Other income
|
|
2,432
|
|
|
1,217
|
|
||
Income from continuing operations before income taxes
|
|
$
|
29,806
|
|
|
$
|
50,468
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Thin Films
|
|
$
|
40,965
|
|
|
$
|
59,025
|
|
Solar Energy
|
|
76,393
|
|
|
62,605
|
|
||
Total segment assets
|
|
117,358
|
|
|
121,630
|
|
||
Unallocated corporate property and equipment
|
|
3,647
|
|
|
991
|
|
||
Unallocated corporate assets
|
|
417,155
|
|
|
410,757
|
|
||
Consolidated total assets
|
|
$
|
538,160
|
|
|
$
|
533,378
|
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
Sales to external customers:
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
|
(In thousands)
|
|||||||||||||||||||
United States
|
|
$
|
322,847
|
|
|
71.4
|
%
|
|
$
|
338,343
|
|
|
65.5
|
%
|
|
$
|
270,606
|
|
|
58.9
|
%
|
Canada
|
|
30,113
|
|
|
6.7
|
%
|
|
3,622
|
|
|
0.7
|
%
|
|
—
|
|
|
—
|
%
|
|||
North America
|
|
352,960
|
|
|
78.1
|
%
|
|
341,965
|
|
|
66.2
|
%
|
|
270,606
|
|
|
58.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
People's Republic of China
|
|
19,987
|
|
|
4.4
|
%
|
|
38,654
|
|
|
7.5
|
%
|
|
48,024
|
|
|
10.5
|
%
|
|||
Other Asian countries
|
|
54,825
|
|
|
12.2
|
%
|
|
79,424
|
|
|
15.3
|
%
|
|
88,872
|
|
|
19.3
|
%
|
|||
Asia
|
|
74,812
|
|
|
16.6
|
%
|
|
118,078
|
|
|
22.8
|
%
|
|
136,896
|
|
|
29.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Germany
|
|
18,374
|
|
|
4.1
|
%
|
|
47,228
|
|
|
9.1
|
%
|
|
47,339
|
|
|
10.3
|
%
|
|||
Other European Countries
|
|
5,785
|
|
|
1.2
|
%
|
|
9,528
|
|
|
1.9
|
%
|
|
4,573
|
|
|
1.0
|
%
|
|||
Europe
|
|
24,159
|
|
|
5.3
|
%
|
|
56,756
|
|
|
11.0
|
%
|
|
51,912
|
|
|
11.3
|
%
|
|||
Total sales
|
|
$
|
451,931
|
|
|
100.0
|
%
|
|
$
|
516,799
|
|
|
100.0
|
%
|
|
$
|
459,414
|
|
|
100.0
|
%
|
|
|
December 31,
|
||||||
|
|
(in thousands)
|
||||||
*Long lived assets:
|
|
2012
|
|
2011
|
||||
United States
|
|
$
|
118,553
|
|
|
$
|
124,607
|
|
Canada
|
|
1,246
|
|
|
1,446
|
|
||
Asia
|
|
3,963
|
|
|
5,968
|
|
||
Europe
|
|
8,576
|
|
|
270
|
|
||
|
|
$
|
132,338
|
|
|
$
|
132,291
|
|
*
|
Long-lived assets include property and equipment, goodwill and other intangible assets.
|
NOTE 22.
|
CREDIT FACILITY
|
NOTE 23.
|
Supplemental Quarterly Financial Data (Unaudited)
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
|
December 31, 2012
|
|
September 30, 2012
|
|
June 30, 2012
|
|
March 31, 2012
|
|
December 31, 2011
|
|
September 30, 2011
|
|
June 30, 2011
|
|
March 31, 2011
|
||||||||||||||||
|
|
(in thousands except per share data)
|
||||||||||||||||||||||||||||||
Sales
|
|
$
|
112,971
|
|
|
$
|
117,515
|
|
|
$
|
115,658
|
|
|
$
|
105,787
|
|
|
$
|
112,495
|
|
|
$
|
128,498
|
|
|
$
|
138,154
|
|
|
$
|
137,652
|
|
Gross Profit
|
|
38,546
|
|
|
45,727
|
|
|
43,729
|
|
|
39,744
|
|
|
38,888
|
|
|
48,847
|
|
|
55,377
|
|
|
62,045
|
|
||||||||
Restructuring
|
|
2,039
|
|
|
3,003
|
|
|
(144
|
)
|
|
2,575
|
|
|
4,229
|
|
|
3,119
|
|
|
—
|
|
|
—
|
|
||||||||
Operating income (loss)
|
|
5,499
|
|
|
9,938
|
|
|
11,314
|
|
|
623
|
|
|
(3,098
|
)
|
|
10,674
|
|
|
17,318
|
|
|
24,357
|
|
||||||||
Income (loss) from continuing operations, net of income taxes
|
|
4,874
|
|
|
5,735
|
|
|
8,801
|
|
|
766
|
|
|
(2,595
|
)
|
|
7,171
|
|
|
13,512
|
|
|
18,766
|
|
||||||||
Income (loss) from discontinued operations, net of income taxes
|
|
(25
|
)
|
|
—
|
|
|
127
|
|
|
303
|
|
|
(175
|
)
|
|
(579
|
)
|
|
74
|
|
|
140
|
|
||||||||
Net income (loss)
|
|
4,849
|
|
|
5,735
|
|
|
8,928
|
|
|
1,069
|
|
|
(2,770
|
)
|
|
6,592
|
|
|
13,586
|
|
|
18,906
|
|
||||||||
Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings (loss) per share
|
|
$
|
0.13
|
|
|
$
|
0.15
|
|
|
$
|
0.23
|
|
|
$
|
0.02
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.16
|
|
|
$
|
0.31
|
|
|
$
|
0.43
|
|
Diluted earnings (loss) per share
|
|
$
|
0.13
|
|
|
$
|
0.15
|
|
|
$
|
0.22
|
|
|
$
|
0.02
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.16
|
|
|
$
|
0.31
|
|
|
$
|
0.43
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic earnings (loss) per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Diluted earnings (loss) per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic earnings (loss) per share
|
|
$
|
0.13
|
|
|
$
|
0.15
|
|
|
$
|
0.23
|
|
|
$
|
0.03
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.15
|
|
|
$
|
0.31
|
|
|
$
|
0.44
|
|
Diluted earnings (loss) per share
|
|
$
|
0.13
|
|
|
$
|
0.15
|
|
|
$
|
0.23
|
|
|
$
|
0.03
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.15
|
|
|
$
|
0.31
|
|
|
$
|
0.43
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
10.20
|
|
2003 Non-Employee Directors’ Stock Option Plan.(1)*
|
|
|
|
10.21
|
|
2003 Non-Employee Directors’ Stock Option Plan, as amended and restated.(4)*
|
|
|
|
10.22
|
|
Form of Restricted Stock Unit Award Agreement pursuant to the 2003 Non-Employee Directors’ Stock Option Plan, as amended and restated as of February 15, 2006.(9)*
|
|
|
|
10.23
|
|
Form of Restricted Stock Unit Agreement pursuant to the 2003 Non-Employee Directors’ Stock Option Plan.(10)*
|
|
|
|
10.24
|
|
Restricted Stock Unit Agreement pursuant to the 2003 Stock Option Plan.(11)*
|
|
|
|
10.25
|
|
Performance Stock Option Agreement pursuant to the 2008 Omnibus Incentive Plan.(41)*
|
|
|
|
10.26
|
|
Performance Stock Unit Agreement pursuant to the 2008 Omnibus Incentive Plan.(41)*
|
|
|
|
10.27
|
|
Non-employee Director Compensation summary.(12)*
|
|
|
|
10.28
|
|
Executive Change in Control Severance Agreement. (13)
|
|
|
|
10.28.1
|
|
Form of Amendment to Executive Change in Control Agreement.
|
|
|
|
10.29
|
|
Retirement Term Sheet relating to Douglas S. Schatz.(14)
|
|
|
|
10.30
|
|
Offer Letter to Hans-Georg Betz dated June 30, 2005.(15)
|
|
|
|
10.31
|
|
Offer letter, dated August 14, 2010, by and among Advanced Energy Industries, Inc. and Danny C. Herron.(31)
|
|
|
|
10.32
|
|
Offer Letter, dated August 1, 2011, by and among Advanced Energy Industries, Inc. and Garry Rogerson. (38)
|
|
|
|
10.33
|
|
Executive Change in Control Agreement, dated August 4, 2011, by and among Advanced Energy Industries, Inc. and Garry Rogerson.(39)
|
|
|
|
10.34
|
|
Executive Change in Control Agreement, dated March 29, 2008, by and among Advanced Energy Industries, Inc. and Yuval Wasserman.(19)
|
|
|
|
10.35
|
|
Executive Change in Control Agreement, dated August 14, 2010, by and among Advanced Energy Industries Inc. and Danny C. Herron.(32)
|
|
|
|
10.36
|
|
Executive Change in Control Agreement, dated August 14, 2010, by and among Advanced Energy Industries Inc. and Thomas O. McGimpsey.(41)
|
|
|
|
10.37
|
|
Executive Change in Control Agreement, dated August 14, 2010, by and among Advanced Energy Industries Inc. and Gordon Tredger.(42)
|
|
|
|
10.38
|
|
Master Executive Separation Agreement, dated August 11, 2010, by and among Advanced Energy Industries, Inc. and Lawrence D. Firestone.(31)
|
|
|
|
10.39
|
|
Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials Inc. dated August 29, 2005.(16)+
|
|
|
|
10.40
|
|
Shipping Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials Inc. dated August 29, 2005. (16)+
|
|
|
|
10.41
|
|
Bridge Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials Inc. dated January 26, 2011. (40)+
|
|
|
|
10.42
|
|
Non-Employee Director Compensation Structure.(17)*
|
|
|
|
10.43
|
|
2012 - 2014 Long-Term Incentive (LTI) Plan.*
|
|
|
|
10.44
|
|
2012 Short Term Incentive (STI) Plan.(41)*
|
10.45
|
|
2008 Omnibus Incentive Plan, as amended May 4, 2010.(36)*
|
|
|
|
10.46
|
|
Auction Rate Securities Rights Agreement dated October 8, 2008 by and between Advanced Energy Industries, Inc. and UBS Financial Services, Inc.(22)
|
|
|
|
10.47
|
|
Form of Director Indemnification Agreement.(24)
|
|
|
|
10.48
|
|
Agreement and Plan of Merger by and among Advanced Energy Industries, Inc., PV Powered, Inc. and Neptune Acquisition Sub, Inc., dated as of March 24, 2010.(25)
|
|
|
|
10.49
|
|
Amendment No. 1 to Agreement and Plan of Merger by and among Advanced Energy Industries, Inc., PV Powered, Inc. and Neptune Acquisition Sub, Inc., dated as of April 21, 2010.(26)
|
|
|
|
10.50
|
|
Amendment No. 2 to Merger Agreement by and among Advanced Energy Industries, Inc., PV Powered, Inc. and Neptune Acquisition Sub, Inc., dated as of October 30, 2010.(34)
|
|
|
|
10.51
|
|
Advisory Agreement by and between Advanced Energy Industries, Inc. and Elwood Spedden, dated as of May 3, 2010.(27)
|
|
|
|
10.52
|
|
Asset Purchase Agreement, dated as of July 21, 2010, by and among Advanced Energy Industries, Inc. and Hitachi Metals, Ltd.(30)
|
|
|
|
10.53
|
|
Amendment to Asset Purchase Agreement by and between Advanced Energy Industries, Inc. and Hitachi Metals, Ltd., dated as of October 15, 2010.(31)
|
|
|
|
10.54
|
|
Credit Agreement, dated October 12, 2012, by and among Wells Fargo Bank, National Association, as administrative agent for certain lenders, Advanced Energy Industries, Inc., AE Solar Energy Inc., and Sekidenko, Inc.(43)
|
|
|
|
10.55
|
|
Guaranty and Security Agreement dated October 12, 2012 among Wells Fargo Bank, National Association, Advanced Energy Industries, Inc., AE Solar Energy, Inc., Sekidenko, Inc., AEI US Subsidiary, Inc. and Aera Corporation.(43)
|
|
|
|
10.56
|
|
Amendment No. 1 to Credit Agreement dated November 8, 2012 among Wells Fargo Bank, National Association, Advanced Energy Industries, Inc., AE Solar Energy, Inc., Sekidenko, Inc., AEI US Subsidiary, Inc. and Aera Corporation.
|
|
|
|
14.1
|
|
Code of Ethical Conduct, as revised.(18)
|
|
|
|
21.1
|
|
Subsidiaries of Advanced Energy Industries, Inc.
|
|
|
|
23.1
|
|
Consent of Grant Thornton 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.
|
|
|
|
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.
|
|
|
|
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.
|
|
|
|
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
|
(1)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 000-26966), filed November 4, 2003.
|
(2)
|
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 33-97188), filed September 2, 1995, as amended.
|
(3)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed December 5, 2007.
|
(4)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 000-26966), filed August 3, 2007.
|
(5)
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 000-26966), filed March 27, 2001.
|
(6)
|
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.
|
(7)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (File No. 000-26966), filed May 9, 2001.
|
(8)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed February 3, 2005.
|
(9)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed May 31, 2006.
|
(10)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 000-26966), filed August 9, 2006.
|
(11)
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 000-26966), filed March 28, 2006.
|
(12)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed February 1, 2006.
|
(13)
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-26966), filed March 31, 2005.
|
(14)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed August 9, 2005.
|
(15)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed July 6, 2005.
|
(16)
|
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.
|
(17)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed July 28, 2006.
|
(18)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed May 1, 2007.
|
(19)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed April 4, 2008.
|
(20)
|
Reserved.
|
(21)
|
Reserved.
|
(22)
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 000-26966), filed February 27, 2009.
|
(23)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed June 5, 2009.
|
(24)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed December 14, 2009.
|
(25)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed March 24, 2010.
|
(26)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed April 22, 2010.
|
(27)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-26966), filed May 6, 2010.
|
(28)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed April 23, 2010.
|
(29)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed May 7, 2010.
|
(30)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed July 22, 2010.
|
(31)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-26966), filed November 5, 2010.
|
(32)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed August 16, 2010.
|
(33)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed August 20, 2010.
|
(34)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed November 2, 2010.
|
(35)
|
Reserved.
|
(36)
|
Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-26966), filed March 2, 2011.
|
(37)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966), filed December 29, 2011.
|
(38)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966), filed August 2, 2011.
|
(39)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966), filed August 4, 2011.
|
(40)
|
Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-26966), filed May 6, 2011.
|
(41)
|
Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-26966) filed March 2, 2012.
|
(42)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966) filed April 30, 2012.
|
(43)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966) filed October 15, 2012.
|
*
|
Compensation Plan
|
+
|
Confidential treatment has been granted for portions of this agreement.
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Garry Rogerson
|
|
Chief Executive Officer and Director
|
|
March 6, 2013
|
Garry Rogerson
|
|
|
|
|
|
|
|
|
|
/s/ Danny C. Herron
|
|
Executive Vice President and Chief Financial Officer
|
|
March 6, 2013
|
Danny C. Herron
|
|
|
|
|
|
|
|
|
|
/s/ Douglas S. Schatz
|
|
Chairman of the Board
|
|
March 6, 2013
|
Douglas S. Schatz
|
|
|
|
|
|
|
|
|
|
/s/ Frederick A. Ball
|
|
Director
|
|
March 6, 2013
|
Frederick A. Ball
|
|
|
|
|
|
|
|
|
|
/s/ Richard P. Beck
|
|
Director
|
|
March 6, 2013
|
Richard P. Beck
|
|
|
|
|
|
|
|
|
|
/s/ Trung T. Doan
|
|
Director
|
|
March 6, 2013
|
Trung T. Doan
|
|
|
|
|
|
|
|
|
|
/s/ Edward C. Grady
|
|
Director
|
|
March 6, 2013
|
Edward C. Grady
|
|
|
|
|
|
|
|
|
|
/s/ Terry Hudgens
|
|
Director
|
|
March 6, 2013
|
Terry Hudgens
|
|
|
|
|
|
|
|
|
|
/s/ Thomas M. Rohrs
|
|
Director
|
|
March 6, 2013
|
Thomas M. Rohrs
|
|
|
|
|
|
Target Annual Value
|
Tier 2
|
$525,000
|
Tier 3
|
$225,000
|
1.
|
Establish the Black Scholes value for options by multiplying the stock closing price by 56.14246% ($11.02 * .5614246 = $6.1869 per share)
|
2.
|
Determine the number of PSOs if the Plan granted 100% PSOs by dividing the target annual value by the Black Scholes value for options ($525,000 / $6.1869 = 84,857 PSOs)
|
3.
|
Calculate the annual number of PSOs based on the targeted ratio of 30% PSOs by multiplying the total number of options from step #2 above by 30% (84,857 * .30 = 25,457 PSOs). This is the number of PSOs to be delivered each year at target performance.
|
a.
|
Note: To calculate the total number of PSOs to be granted on January 3, 2012, multiply the annual number of PSOs by 200% to establish the annual stretch target and then by 3 to account for each year of the 3-year plan term (25,457 * 200% * 3 = 152,742 PSOs)
|
4.
|
Calculate the annual number of PSUs based on the targeted ratio of 70% PSUs by multiplying the total number of options from step #2 above by 70% and then applying the step down factor of 2.0 (84,857 * .70 = 59,400 / 2 = 29,700 PSUs). This is the annual number of PSUs to be awarded for each year at target performance.
|
a.
|
Note: Although the annual number of PSUs will be established at the beginning of the Plan term under the award, the underlying performance shares will not be granted at the beginning of the Plan Term. See the
“Timing of Grants”
and
“Vesting Schedule”
sections for additional information.
|
2012 Share Valuation:
|
|
||
2012 Full Share Value (for PSUs):
|
$
|
11.0200
|
|
2012 Black Scholes Value (for PSOs):
|
$
|
6.1869
|
|
|
PSUs (%)
|
PSOs (%)
|
Target Mix
|
70%
|
30%
|
2012 Total Targeted Value:
|
|
||
BU President & EVP
|
$
|
525,000.00
|
|
Vice President
|
$
|
225,000.00
|
|
|
PSUs (At Target)
|
PSOs (At Target)
|
BU President & EVP
|
29,700
|
25,457
|
Vice President
|
12,729
|
10,910
|
Actual Fiscal Year RONA Performance
|
Percentage of Target Shares Vesting*
|
Performance At or Below Threshold
|
50%
|
Performance Equal to Target
|
100%
|
Performance At or Above Stretch Target
|
200%
|
Eligibility Date
|
Percentage of PSOs to be granted and PSUs to be awarded
|
||
2012 Fiscal Year
|
2013 Fiscal Year
|
2014 Fiscal Year
|
|
January 1, 2012
|
100%
|
100%
|
100%
|
April 1, 2012
|
75%
|
100%
|
100%
|
July 1, 2012
|
50%
|
100%
|
100%
|
October 1, 2012
|
25%
|
100%
|
100%
|
|
|
|
|
January 1, 2013
|
0%
|
100%
|
100%
|
April 1, 2013
|
0%
|
75%
|
100%
|
July 1, 2013
|
0%
|
50%
|
100%
|
October 1, 2013
|
0%
|
25%
|
100%
|
|
|
|
|
January 1, 2014
|
0%
|
0%
|
100%
|
April 1, 2014
|
0%
|
0%
|
75%
|
July 1, 2014
|
0%
|
0%
|
50%
|
October 1, 2014
|
0%
|
0%
|
25%
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and a Lender
By:___________________________
Name: Title: |
|
|
BORROWERS
ADVANCED ENERGY INDUSTRIES, INC.
By: ____________________________
Name:
Title:
|
|
AE SOLAR ENERGY, INC.
By: ____________________________
Name:
Title:
|
|
SEKIDENKO, INC.
By: ____________________________
Name:
Title:
|
|
GUARANTORS
AEI US SUBSIDIARY, INC.
By: ____________________________
Name:
Title:
|
|
AERA CORPORATION
By: ____________________________
Name:
Title:
|
Name
|
|
Jurisdiction of Incorporation or Organization
|
Advanced Energy Japan K.K
|
|
Japan
|
Advanced Energy U.K. Limited
|
|
United Kingdom
|
Advanced Energy Industries GmbH
|
|
Germany
|
Advanced Energy Taiwan, Ltd.
|
|
Taiwan
|
Advanced Energy Industries, Inc., Shanghai
|
|
China
|
Advanced Energy Industries (Shenzhen) Co., Ltd. (manufacturing)
|
|
China
|
AEI International Holdings CV
|
|
Netherlands
|
Advanced Energy Industries Korea, Inc.
|
|
South Korea
|
AEI Korea Services, Ltd.
|
|
South Korea
|
Tamio Limited
|
|
Hong Kong
|
Advanced Energy Industries - China Business Trust
|
|
China
|
Wankia Limited
|
|
Hong Kong
|
Advanced Energy Industries Limited
|
|
Hong Kong
|
Fuyogo Limited
|
|
Hong Kong
|
AEI Canada, Inc.
|
|
Canada
|
Advanced Energy Singapore, Pte. Ltd.
|
|
Singapore
|
Advanced Energy Services Pte. Ltd.
|
|
Singapore
|
AE Solar Energy, Inc.
|
|
Oregon
|
Sekidenko, Inc.
|
|
Washington
|
AERA Corporation
|
|
Texas
|
AEI US Subsidiary, Inc.
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Advanced Energy Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Garry Rogerson
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Garry Rogerson
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Chief Executive Officer
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1.
|
I have reviewed this annual report on Form 10-K of Advanced Energy Industries, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
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||
|
/s/ Danny C. Herron
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||
|
Danny C. Herron
|
|
||
|
Executive Vice President and Chief Financial Officer
|
|||
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
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|
||
|
/s/ Garry Rogerson
|
|
||
|
Garry Rogerson
|
|
||
|
Chief Executive Officer
|
|
||
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
|
||
|
/s/ Danny C. Herron
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|
||
|
Danny C. Herron
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||
|
Executive Vice President and Chief Financial Officer
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||
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