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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, 2016.
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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, $0.001 par value
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NASDAQ Global Select Market
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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EX-21.1
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EX-23.1
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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ITEM 1.
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BUSINESS
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Years ended December 31,
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||||||||||
Sales to external customers:
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2016
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2015
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2014
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United States
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$
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327,397
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$
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268,257
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$
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230,843
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Canada
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161
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195
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347
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North America
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327,558
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268,452
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231,190
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People's Republic of China
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16,207
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12,687
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12,903
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Other Asian countries
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77,638
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61,839
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56,938
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Asia
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93,845
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74,526
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69,841
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Germany
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48,589
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46,719
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43,343
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United Kingdom
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13,712
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25,100
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22,670
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Other European Countries
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—
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14
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289
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Europe
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62,301
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71,833
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66,302
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Total sales
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$
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483,704
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$
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414,811
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$
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367,333
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•
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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 Precision Power, particularly as it pertains to semiconductor customers, follows semiconductor industry standard practices, such as “copy exact”;
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•
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monitoring the financial condition of key suppliers;
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•
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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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•
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qualifying new parts on a timely basis and in geographies that reduce costs without degradation in quality;
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•
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locating certain manufacturing operations in areas that are closer to suppliers and customers; and
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•
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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 ability to be successful in the design win process with our OEM customers;
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•
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unanticipated costs in fulfilling our warranty obligations for solar inverters;
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•
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our future gross profit;
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•
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our competition;
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•
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market acceptance of, and demand for, 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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our share repurchase program;
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•
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our tax assets and liabilities;
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•
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our other commitments and contingent liabilities;
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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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the integration of our acquisitions;
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•
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general global political and 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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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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issue stock that would dilute our current stockholders' percentage ownership;
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•
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pay cash that would decrease our working capital;
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•
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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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•
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problems combining or separating the acquired/divested operations, systems, technologies, or products;
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an inability to realize expected sales forecasts, 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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difficulties integrating business cultures;
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•
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unanticipated costs or liabilities;
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•
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diversion of management's attention from our core business;
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adverse effects on existing business relationships with suppliers and customers;
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potential loss of key employees, particularly those of purchased organizations;
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incurring unforeseen obligations or liabilities in connection with either acquisitions or divestitures; 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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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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compliance with product safety requirements and standards that are different from those of the United States;
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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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trade restrictions, political instability, disruptions in financial markets, and deterioration of economic conditions;
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customs regulations and the import and export of goods (including customs audits in various countries that occur from time to time);
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the ability to provide sufficient levels of technical support in different locations;
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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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timely collecting accounts receivable from foreign customers including
$20.7 million
in accounts receivable from foreign customers as of
December 31, 2016
; and
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changes in tariffs, taxes, and foreign currency exchange rates.
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•
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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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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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we could be subject to fines and penalties;
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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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•
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negatively impact global demand for our products, which could result in a reduction of sales, operating income and cash flows;
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•
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make it more difficult or costly for us to obtain financing for our operations or investments or to refinance our debt in the future;
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•
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cause our lenders to depart from prior credit industry practice and make more difficult or expensive the granting of any technical or other waivers under our debt agreements to the extent we may seek them in the future;
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•
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decrease the value of our investments; and
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•
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impair the financial viability of our insurers.
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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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Ownership
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Fort Collins, CO
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Corporate headquarters, research and development, distribution, sales, and service
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Leased
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Villaz-St-Pierre, Switzerland
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Research and development
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Leased
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San Jose, CA
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Distribution, sales, and service, research and development
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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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Leased
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Georgetown, MA
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Service
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Leased
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Shanghai, China
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Distribution and sales
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Leased
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Shenzhen, China
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Manufacturing, distribution, service, and research and development
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Leased
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Metzingen, Germany
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Distribution, sales, and service
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Leased
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Warstein-Belecke, Germany
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Research, distribution, sales, and service
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Leased
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Pune, India
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Distribution and sales
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Leased
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Tokyo, Japan
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Sales
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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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Leased
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Sungnam City, South Korea
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Distribution, sales, service and research and development
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Owned
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Singapore
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Sales and service
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Leased
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Taipei, Taiwan
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Distribution, sales, and service
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Leased
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Littlehampton, United Kingdom
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Manufacturing, distribution, service, and research and development
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Leased
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Xian, China
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Service
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Leased
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Ronkonkoma, New York
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Manufacturing, distribution, service, and research and development
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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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2016
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2015
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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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34.99
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$
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25.45
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$
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27.35
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$
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22.29
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Second Quarter
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38.85
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32.35
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29.39
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24.31
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Third Quarter
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47.32
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37.24
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27.73
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23.47
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Fourth Quarter
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56.91
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45.73
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29.88
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26.14
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12/11
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12/12
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12/13
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12/14
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12/15
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12/16
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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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128.69
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$
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213.05
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$
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220.88
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$
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263.09
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$
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510.25
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NASDAQ Composite
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100.00
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116.41
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165.47
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188.69
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200.32
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216.54
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||||||
PHLX Semiconductor
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100.00
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110.42
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144.83
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186.15
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174.42
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230.82
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ITEM 6.
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SELECTED FINANCIAL DATA
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Years Ended December 31,
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||||||||||||||||||
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2016
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2015
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2014
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2013
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2012
|
||||||||||
Consolidated Statements of Operations Data:
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||||||||||||||||||
Sales
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$
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483,704
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$
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414,811
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$
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367,333
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$
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299,381
|
|
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$
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228,287
|
|
Operating income
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126,857
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|
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106,656
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86,091
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47,847
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17,446
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|||||
Income from continuing operations before income taxes
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128,076
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|
105,442
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86,005
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48,322
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19,698
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|||||
Income from continuing operations, net of income taxes
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116,948
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|
|
83,482
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|
69,495
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59,710
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11,997
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|||||
Income (loss) from discontinued operations, net of income taxes
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10,506
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|
|
(241,968
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)
|
|
(22,513
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)
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|
(27,624
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)
|
|
8,584
|
|
|||||
Net income (loss)
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127,454
|
|
|
(158,486
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)
|
|
46,982
|
|
|
32,086
|
|
|
20,581
|
|
|||||
Earnings per Share:
|
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|
|
|
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|
|
|
|
|
|
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|
|||||
Continuing Operations:
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|
|
|
|
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|
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|
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|
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|||||
Basic earnings per share
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$
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2.94
|
|
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$
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2.05
|
|
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$
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1.72
|
|
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$
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1.51
|
|
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$
|
0.31
|
|
Diluted earnings per share
|
|
$
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2.92
|
|
|
$
|
2.03
|
|
|
$
|
1.69
|
|
|
$
|
1.47
|
|
|
$
|
0.30
|
|
Discontinued Operations:
|
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|
|
|
|
|
|
|
|
|
|
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|
|||||||
Basic earnings (loss) per share
|
|
$
|
0.26
|
|
|
$
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(5.94
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)
|
|
$
|
(0.56
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)
|
|
$
|
(0.70
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)
|
|
$
|
0.22
|
|
Diluted earnings (loss) per share
|
|
$
|
0.26
|
|
|
$
|
(5.94
|
)
|
|
$
|
(0.56
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
0.22
|
|
Net Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
|
$
|
3.21
|
|
|
$
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(3.89
|
)
|
|
$
|
1.16
|
|
|
$
|
0.81
|
|
|
$
|
0.53
|
|
Diluted earnings (loss) per share
|
|
$
|
3.18
|
|
|
$
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(3.89
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)
|
|
$
|
1.14
|
|
|
$
|
0.79
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
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|
||||||||||
Basic weighted-average common shares outstanding
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|
39,720
|
|
|
40,746
|
|
|
40,420
|
|
|
39,597
|
|
|
38,879
|
|
|||||
Diluted weighted-average common shares outstanding
|
|
40,031
|
|
|
41,077
|
|
|
41,034
|
|
|
40,667
|
|
|
39,447
|
|
|||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets *
|
|
$
|
571,529
|
|
|
$
|
462,503
|
|
|
$
|
684,409
|
|
|
$
|
648,992
|
|
|
$
|
517,906
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales
|
|
$
|
483,704
|
|
|
$
|
414,811
|
|
|
$
|
367,333
|
|
Gross profit
|
|
253,147
|
|
|
216,870
|
|
|
188,060
|
|
|||
Operating expenses
|
|
126,290
|
|
|
110,214
|
|
|
101,969
|
|
|||
Operating income
|
|
126,857
|
|
|
106,656
|
|
|
86,091
|
|
|||
Other income (expense)
|
|
1,219
|
|
|
(1,214
|
)
|
|
(86
|
)
|
|||
Income from continuing operations before income taxes
|
|
128,076
|
|
|
105,442
|
|
|
86,005
|
|
|||
Provision for income taxes
|
|
11,128
|
|
|
21,960
|
|
|
16,510
|
|
|||
Income from continuing operations, net of income taxes
|
|
$
|
116,948
|
|
|
$
|
83,482
|
|
|
$
|
69,495
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross profit
|
|
52.3
|
%
|
|
52.3
|
%
|
|
51.2
|
%
|
Operating expenses
|
|
26.2
|
%
|
|
26.5
|
%
|
|
27.7
|
%
|
Operating income
|
|
26.1
|
%
|
|
25.8
|
%
|
|
23.5
|
%
|
Other income (expense)
|
|
0.3
|
%
|
|
(0.3
|
)%
|
|
—
|
%
|
Income from continuing operations before income taxes
|
|
26.4
|
%
|
|
25.5
|
%
|
|
23.5
|
%
|
Provision for income taxes
|
|
2.3
|
%
|
|
5.3
|
%
|
|
4.5
|
%
|
Income from continuing operations, net of income taxes
|
|
24.1
|
%
|
|
20.2
|
%
|
|
19.0
|
%
|
|
|
Years Ended December 31,
|
|
Increase
|
|
Percent Change
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 v. 2015
|
|
2015 v. 2014
|
|
2016 v. 2015
|
|
2015 v. 2014
|
||||||||||||
Semiconductor capital equipment market
|
|
$
|
326,316
|
|
|
$
|
266,465
|
|
|
$
|
234,223
|
|
|
$
|
59,851
|
|
|
$
|
32,242
|
|
|
22.5
|
%
|
|
13.8
|
%
|
Industrial capital equipment
|
|
84,263
|
|
|
84,217
|
|
|
78,585
|
|
|
46
|
|
|
5,632
|
|
|
0.1
|
%
|
|
7.2
|
%
|
|||||
Global Support
|
|
73,125
|
|
|
64,129
|
|
|
54,525
|
|
|
8,996
|
|
|
9,604
|
|
|
14.0
|
%
|
|
17.6
|
%
|
|||||
Total
|
|
$
|
483,704
|
|
|
$
|
414,811
|
|
|
$
|
367,333
|
|
|
$
|
68,893
|
|
|
$
|
47,478
|
|
|
16.6
|
%
|
|
12.9
|
%
|
|
|
Years Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Semiconductor capital equipment market
|
|
67.5
|
%
|
|
64.2
|
%
|
|
63.8
|
%
|
Industrial capital equipment
|
|
17.4
|
%
|
|
20.3
|
%
|
|
21.4
|
%
|
Global Support
|
|
15.1
|
%
|
|
15.5
|
%
|
|
14.8
|
%
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Research and development
|
|
$
|
44,445
|
|
|
9.2
|
%
|
|
$
|
39,551
|
|
|
9.5
|
%
|
|
$
|
36,915
|
|
|
10.0
|
%
|
Selling, general, and administrative
|
|
77,678
|
|
|
16.1
|
%
|
|
66,097
|
|
|
15.9
|
%
|
|
58,549
|
|
|
15.9
|
%
|
|||
Amortization of intangible assets
|
|
4,167
|
|
|
0.9
|
%
|
|
4,368
|
|
|
1.1
|
%
|
|
4,998
|
|
|
1.4
|
%
|
|||
Restructuring charges
|
|
—
|
|
|
—
|
%
|
|
198
|
|
|
—
|
%
|
|
1,507
|
|
|
0.4
|
%
|
|||
Total operating expenses
|
|
$
|
126,290
|
|
|
26.2
|
%
|
|
$
|
110,214
|
|
|
26.5
|
%
|
|
$
|
101,969
|
|
|
27.7
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Sales
|
$
|
—
|
|
|
$
|
95,856
|
|
|
$
|
215,763
|
|
Cost of sales
|
154
|
|
|
139,045
|
|
|
209,795
|
|
|||
Total operating (income) expenses (including restructuring)
|
(3,894
|
)
|
|
232,262
|
|
|
51,637
|
|
|||
Operating income (loss) from discontinued operations
|
3,740
|
|
|
(275,451
|
)
|
|
(45,669
|
)
|
|||
Other income (expense)
|
2,636
|
|
|
(55
|
)
|
|
(658
|
)
|
|||
Income (loss) discontinued operations before income taxes
|
6,376
|
|
|
(275,506
|
)
|
|
(46,327
|
)
|
|||
Benefit for income taxes
|
(4,130
|
)
|
|
(33,538
|
)
|
|
(23,814
|
)
|
|||
Income (loss) from discontinued operations, net of income taxes
|
$
|
10,506
|
|
|
$
|
(241,968
|
)
|
|
$
|
(22,513
|
)
|
Reconciliation of Non-GAAP measure - operating expenses and operating income, excluding certain items
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gross Profit from continuing operations, as reported
|
|
$
|
253,147
|
|
|
$
|
216,870
|
|
|
$
|
188,060
|
|
Operating expenses from continuing operations, as reported
|
|
126,290
|
|
|
110,214
|
|
|
101,969
|
|
|||
Adjustments:
|
|
|
|
|
|
|
||||||
Restructuring charges
|
|
—
|
|
|
(197
|
)
|
|
(1,507
|
)
|
|||
Acquisition-related costs
|
|
—
|
|
|
—
|
|
|
(730
|
)
|
|||
Stock-based compensation
|
|
(6,332
|
)
|
|
(2,810
|
)
|
|
(3,712
|
)
|
|||
Amortization of intangible assets
|
|
(4,167
|
)
|
|
(4,368
|
)
|
|
(4,998
|
)
|
|||
Nonrecurring executive severance
|
|
—
|
|
|
—
|
|
|
(867
|
)
|
|||
Non-GAAP operating expenses from continuing operations
|
|
115,791
|
|
|
102,839
|
|
|
90,155
|
|
|||
Non-GAAP operating income from continuing operations
|
|
$
|
137,356
|
|
|
$
|
114,031
|
|
|
$
|
97,905
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations, net of income taxes, as reported
|
|
$
|
116,948
|
|
|
$
|
83,482
|
|
|
$
|
69,495
|
|
Adjustments:
|
|
|
|
|
|
|
||||||
Restructuring charges
|
|
—
|
|
|
197
|
|
|
1,507
|
|
|||
Acquisition-related costs
|
|
—
|
|
|
—
|
|
|
730
|
|
|||
Stock-based compensation
|
|
6,332
|
|
|
2,810
|
|
|
3,712
|
|
|||
Amortization of intangible assets
|
|
4,167
|
|
|
4,368
|
|
|
4,998
|
|
|||
Nonrecurring executive severance
|
|
—
|
|
|
—
|
|
|
867
|
|
|||
Tax effect of non-GAAP adjustments
|
|
(2,854
|
)
|
|
(1,589
|
)
|
|
(3,214
|
)
|
|||
Non-GAAP income from continuing operations, net of income taxes
|
|
$
|
124,593
|
|
|
$
|
89,268
|
|
|
$
|
78,095
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities from continuing operations
|
|
$
|
127,144
|
|
|
$
|
124,122
|
|
|
$
|
63,779
|
|
Net cash (used in) provided by operating activities from discontinued operations
|
|
(7,857
|
)
|
|
(19,413
|
)
|
|
13,383
|
|
|||
Net cash provided by operating activities
|
|
119,287
|
|
|
104,709
|
|
|
77,162
|
|
|||
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) investing activities from continuing operations
|
|
300
|
|
|
(13,219
|
)
|
|
(52,340
|
)
|
|||
Net cash used in investing activities from discontinued operations
|
|
—
|
|
|
(46
|
)
|
|
(2,656
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
300
|
|
|
(13,265
|
)
|
|
(54,996
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) financing activities from continuing operations
|
|
2,171
|
|
|
(45,528
|
)
|
|
(20,370
|
)
|
|||
Net cash used in financing activities from discontinued operations
|
|
(29
|
)
|
|
(14
|
)
|
|
(13,686
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
2,142
|
|
|
(45,542
|
)
|
|
(34,056
|
)
|
|||
|
|
|
|
|
|
|
||||||
EFFECT OF CURRENCY TRANSLATION ON CASH
|
|
(1,932
|
)
|
|
(1,467
|
)
|
|
(950
|
)
|
|||
INCREASE (DECREASE ) IN CASH AND CASH EQUIVALENTS
|
|
119,797
|
|
|
44,435
|
|
|
(12,840
|
)
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
169,720
|
|
|
125,285
|
|
|
138,125
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
|
289,517
|
|
|
169,720
|
|
|
125,285
|
|
|||
Less cash and cash equivalents from discontinued operations
|
|
7,564
|
|
|
11,277
|
|
|
3,884
|
|
|||
CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS, end of period
|
|
$
|
281,953
|
|
|
$
|
158,443
|
|
|
$
|
121,401
|
|
|
|
|
|
Less than
|
|
|
|
|
|
More than 5
|
||||||||||
|
|
Total
|
|
1 year
|
|
1 -3 years
|
|
4-5 years
|
|
years
|
||||||||||
Operating lease obligations
|
|
$
|
24,977
|
|
|
$
|
5,396
|
|
|
$
|
9,259
|
|
|
$
|
7,789
|
|
|
$
|
2,533
|
|
Purchase obligations
|
|
74,940
|
|
|
74,940
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension Funding Commitment
|
|
21,987
|
|
|
802
|
|
|
1,604
|
|
|
1,604
|
|
|
17,977
|
|
|||||
Total
|
|
$
|
121,904
|
|
|
$
|
81,138
|
|
|
$
|
10,863
|
|
|
$
|
9,393
|
|
|
$
|
20,510
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
||
|
||
|
||
Consolidated Statements o
f Comprehensive Income (Loss)
|
|
|
|
||
|
||
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
|
|||
CURRENT ASSETS:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
281,953
|
|
|
$
|
158,443
|
|
Marketable securities
|
|
4,737
|
|
|
11,986
|
|
||
Accounts receivable, net of allowances of $1,943 and $8,739, respectively
|
|
75,667
|
|
|
54,959
|
|
||
Inventories
|
|
55,770
|
|
|
52,573
|
|
||
Income taxes receivable
|
|
1,482
|
|
|
9,040
|
|
||
Other current assets
|
|
9,324
|
|
|
7,868
|
|
||
Current assets from discontinued operations
|
|
9,401
|
|
|
27,608
|
|
||
Total current assets
|
|
438,334
|
|
|
322,477
|
|
||
Property and equipment, net
|
|
13,337
|
|
|
9,645
|
|
||
|
|
|
|
|
||||
Deposits and other
|
|
1,835
|
|
|
1,729
|
|
||
Goodwill
|
|
42,125
|
|
|
42,729
|
|
||
Other intangible assets, net
|
|
28,071
|
|
|
34,141
|
|
||
Deferred income tax assets
|
|
32,197
|
|
|
36,217
|
|
||
Non-current assets from discontinued operations
|
|
15,630
|
|
|
15,565
|
|
||
Total assets
|
|
$
|
571,529
|
|
|
$
|
462,503
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
46,255
|
|
|
$
|
27,246
|
|
Income taxes payable
|
|
1,778
|
|
|
13,972
|
|
||
Accrued payroll and employee benefits
|
|
13,230
|
|
|
9,175
|
|
||
Other accrued expenses
|
|
14,590
|
|
|
13,891
|
|
||
Customer deposits and other
|
|
5,774
|
|
|
3,205
|
|
||
Current liabilities from discontinued operations
|
|
13,419
|
|
|
36,481
|
|
||
Total current liabilities
|
|
95,046
|
|
|
103,970
|
|
||
|
|
|
|
|
||||
Deferred income tax liabilities
|
|
1,008
|
|
|
1,110
|
|
||
Uncertain tax positions
|
|
2,538
|
|
|
2,086
|
|
||
Long term deferred revenue
|
|
39,170
|
|
|
45,584
|
|
||
Other long-term liabilities
|
|
20,536
|
|
|
18,871
|
|
||
Non-current liabilities from discontinued operations
|
|
21,157
|
|
|
27,302
|
|
||
Total liabilities
|
|
179,455
|
|
|
198,923
|
|
||
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; 39,712 and 39,756 issued and outstanding, respectively
|
|
40
|
|
|
40
|
|
||
Additional paid-in capital
|
|
203,603
|
|
|
195,096
|
|
||
Retained earnings
|
|
195,364
|
|
|
67,910
|
|
||
Accumulated other comprehensive income
|
|
(6,933
|
)
|
|
534
|
|
||
Total stockholders’ equity
|
|
392,074
|
|
|
263,580
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
571,529
|
|
|
$
|
462,503
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
410,580
|
|
|
$
|
350,834
|
|
|
$
|
327,185
|
|
Services
|
|
73,124
|
|
|
63,977
|
|
|
40,148
|
|
|||
Total sales
|
|
483,704
|
|
|
414,811
|
|
|
367,333
|
|
|||
Cost of sales:
|
|
|
|
|
|
|
||||||
Product
|
|
192,694
|
|
|
164,889
|
|
|
154,039
|
|
|||
Services
|
|
37,863
|
|
|
33,052
|
|
|
25,234
|
|
|||
Total cost of sales
|
|
230,557
|
|
|
197,941
|
|
|
179,273
|
|
|||
Gross profit
|
|
253,147
|
|
|
216,870
|
|
|
188,060
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Research and development
|
|
44,445
|
|
|
39,551
|
|
|
36,915
|
|
|||
Selling, general and administrative
|
|
77,678
|
|
|
66,097
|
|
|
58,549
|
|
|||
Amortization of intangible assets
|
|
4,167
|
|
|
4,368
|
|
|
4,998
|
|
|||
Restructuring expense
|
|
—
|
|
|
198
|
|
|
1,507
|
|
|||
Total operating expenses
|
|
126,290
|
|
|
110,214
|
|
|
101,969
|
|
|||
Operating income
|
|
126,857
|
|
|
106,656
|
|
|
86,091
|
|
|||
Other income (expense), net
|
|
1,219
|
|
|
(1,214
|
)
|
|
(86
|
)
|
|||
Income from continuing operations before income taxes
|
|
128,076
|
|
|
105,442
|
|
|
86,005
|
|
|||
Provision for income taxes
|
|
11,128
|
|
|
21,960
|
|
|
16,510
|
|
|||
Income from continuing operations
|
|
116,948
|
|
|
83,482
|
|
|
69,495
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
|
10,506
|
|
|
(241,968
|
)
|
|
(22,513
|
)
|
|||
Net income (loss)
|
|
$
|
127,454
|
|
|
$
|
(158,486
|
)
|
|
$
|
46,982
|
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares outstanding
|
|
39,720
|
|
|
40,746
|
|
|
40,420
|
|
|||
Diluted weighted-average common shares outstanding
|
|
40,031
|
|
|
41,077
|
|
|
41,034
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||
Continuing operations:
|
|
|
|
|
|
|
|
|
||||
Basic earnings per share
|
|
$
|
2.94
|
|
|
$
|
2.05
|
|
|
$
|
1.72
|
|
Diluted earnings per share
|
|
$
|
2.92
|
|
|
$
|
2.03
|
|
|
$
|
1.69
|
|
Discontinued operations:
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
0.26
|
|
|
$
|
(5.94
|
)
|
|
$
|
(0.56
|
)
|
Diluted earnings (loss) per share
|
|
$
|
0.26
|
|
|
$
|
(5.94
|
)
|
|
$
|
(0.56
|
)
|
Net income:
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
3.21
|
|
|
$
|
(3.89
|
)
|
|
$
|
1.16
|
|
Diluted earnings (loss) per share
|
|
$
|
3.18
|
|
|
$
|
(3.89
|
)
|
|
$
|
1.14
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
|
$
|
127,454
|
|
|
$
|
(158,486
|
)
|
|
$
|
46,982
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(3,631
|
)
|
|
(10,228
|
)
|
|
(23,214
|
)
|
|||
Unrealized gains (losses) on marketable securities
|
|
5
|
|
|
(3
|
)
|
|
6
|
|
|||
Minimum retirement benefit liability adjustment
|
|
(3,841
|
)
|
|
(11
|
)
|
|
527
|
|
|||
Comprehensive income (loss)
|
|
$
|
119,987
|
|
|
$
|
(168,728
|
)
|
|
$
|
24,301
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income
|
|
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in
|
|
Retained
|
|
Translation
|
|
Unrealized gains
|
|
Minimum retirement benefit
|
|
Total Stockholders’
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
adjustments
|
|
(losses)
|
|
liability
|
|
Equity
|
|||||||||||||||
Balances, January 1, 2014
|
|
40,504
|
|
|
$
|
41
|
|
|
$
|
251,550
|
|
|
$
|
179,414
|
|
|
$
|
33,463
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
464,462
|
|
Stock issued from equity plans
|
|
1,485
|
|
|
1
|
|
|
15,830
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,831
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
4,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,993
|
|
|||||||
RSUs settled in cash
|
|
—
|
|
|
—
|
|
|
(11,198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,198
|
)
|
|||||||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
1,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,576
|
|
|||||||
Stock buyback
|
|
(1,376
|
)
|
|
(1
|
)
|
|
(24,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Equity adjustment from foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,214
|
)
|
|
—
|
|
|
—
|
|
|
(23,214
|
)
|
|||||||
Unrealized holding gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||||
Minimum retirement benefit liability adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527
|
|
|
527
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,982
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,982
|
|
|||||||
Total comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,982
|
|
|
(23,214
|
)
|
|
6
|
|
|
527
|
|
|
24,301
|
|
|||||||
Balances, December 31, 2014
|
|
40,613
|
|
|
$
|
41
|
|
|
$
|
237,752
|
|
|
$
|
226,396
|
|
|
$
|
10,249
|
|
|
$
|
—
|
|
|
$
|
527
|
|
|
$
|
474,965
|
|
Stock issued from equity plans
|
|
525
|
|
|
—
|
|
|
4,121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,121
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
3,321
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,321
|
|
|||||||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|||||||
Stock buyback
|
|
(1,382
|
)
|
|
(1
|
)
|
|
(49,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
|||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Equity adjustment from foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,228
|
)
|
|
—
|
|
|
—
|
|
|
(10,228
|
)
|
|||||||
Unrealized holding losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
Minimum retirement benefit liability adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158,486
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158,486
|
)
|
|||||||
Total comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158,486
|
)
|
|
(10,228
|
)
|
|
(3
|
)
|
|
(11
|
)
|
|
(168,728
|
)
|
|||||||
Balances, December 31, 2015
|
|
39,756
|
|
|
$
|
40
|
|
|
$
|
195,096
|
|
|
$
|
67,910
|
|
|
$
|
21
|
|
|
$
|
(3
|
)
|
|
$
|
516
|
|
|
$
|
263,580
|
|
Stock issued from equity plans
|
|
299
|
|
|
—
|
|
|
2,175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,175
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
6,332
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,332
|
|
|||||||
Stock buyback
|
|
(343
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||
Equity adjustment from foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,631
|
)
|
|
—
|
|
|
—
|
|
|
(3,631
|
)
|
|||||||
Unrealized holding losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||||
Minimum retirement benefit liability adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,841
|
)
|
|
(3,841
|
)
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,454
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,454
|
|
|||||||
Total comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,454
|
|
|
(3,631
|
)
|
|
5
|
|
|
(3,841
|
)
|
|
119,987
|
|
|||||||
Balances at December 31, 2016
|
|
39,712
|
|
|
$
|
40
|
|
|
$
|
203,603
|
|
|
$
|
195,364
|
|
|
$
|
(3,610
|
)
|
|
$
|
2
|
|
|
$
|
(3,325
|
)
|
|
$
|
392,074
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
|
$
|
127,454
|
|
|
$
|
(158,486
|
)
|
|
$
|
46,982
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
10,506
|
|
|
(241,968
|
)
|
|
(22,513
|
)
|
|||
Income from continuing operations, net of income taxes
|
|
116,948
|
|
|
83,482
|
|
|
69,495
|
|
|||
|
|
|
|
|
|
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
7,813
|
|
|
8,832
|
|
|
10,461
|
|
|||
Stock-based compensation expense
|
|
6,332
|
|
|
2,810
|
|
|
3,712
|
|
|||
Provision for deferred income taxes
|
|
3,570
|
|
|
3,498
|
|
|
(21,561
|
)
|
|||
Non-cash reserve for potential bad debts
|
|
—
|
|
|
5,967
|
|
|
—
|
|
|||
Net loss (gain) on disposal of assets
|
|
319
|
|
|
(1,019
|
)
|
|
502
|
|
|||
Changes in operating assets and liabilities, net of assets acquired:
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
|
(21,603
|
)
|
|
17,919
|
|
|
(3,835
|
)
|
|||
Inventories
|
|
(6,359
|
)
|
|
(6,715
|
)
|
|
(7,416
|
)
|
|||
Other current assets
|
|
(1,358
|
)
|
|
(2,366
|
)
|
|
4,605
|
|
|||
Accounts payable
|
|
18,957
|
|
|
3,220
|
|
|
1,866
|
|
|||
Other current liabilities and accrued expenses
|
|
2,169
|
|
|
(9,500
|
)
|
|
(5,135
|
)
|
|||
Income taxes
|
|
356
|
|
|
17,994
|
|
|
11,085
|
|
|||
Net cash provided by operating activities from continuing operations
|
|
127,144
|
|
|
124,122
|
|
|
63,779
|
|
|||
Net cash (used in) provided by operating activities from discontinued operations
|
|
(7,857
|
)
|
|
(19,413
|
)
|
|
13,383
|
|
|||
Net cash provided by operating activities
|
|
119,287
|
|
|
104,709
|
|
|
77,162
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Purchases of marketable securities
|
|
(763
|
)
|
|
(30,172
|
)
|
|
(6,432
|
)
|
|||
Proceeds from sale of marketable securities
|
|
7,884
|
|
|
21,095
|
|
|
14,835
|
|
|||
Proceeds from the sale of assets
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(128
|
)
|
|
(57,138
|
)
|
|||
Purchases of property and equipment
|
|
(6,821
|
)
|
|
(4,014
|
)
|
|
(3,449
|
)
|
|||
Net cash provided by (used in) investing activities from continuing operations
|
|
300
|
|
|
(13,219
|
)
|
|
(52,340
|
)
|
|||
Net cash used in investing activities from discontinued operations
|
|
—
|
|
|
(46
|
)
|
|
(2,656
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
300
|
|
|
(13,265
|
)
|
|
(54,996
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Settlement of performance stock units
|
|
—
|
|
|
—
|
|
|
(11,198
|
)
|
|||
Purchase and retirement of common stock
|
|
—
|
|
|
(50,000
|
)
|
|
(25,000
|
)
|
|||
Proceeds from exercise of stock options
|
|
2,175
|
|
|
4,476
|
|
|
15,830
|
|
|||
Other financing activities
|
|
(4
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|||
Net cash provided by (used in) financing activities from continuing operations
|
|
2,171
|
|
|
(45,528
|
)
|
|
(20,370
|
)
|
|||
Net cash used in financing activities from discontinued operations
|
|
(29
|
)
|
|
(14
|
)
|
|
(13,686
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
2,142
|
|
|
(45,542
|
)
|
|
(34,056
|
)
|
|||
EFFECT OF CURRENCY TRANSLATION ON CASH
|
|
(1,932
|
)
|
|
(1,467
|
)
|
|
(950
|
)
|
|||
INCREASE (DECREASE ) IN CASH AND CASH EQUIVALENTS
|
|
119,797
|
|
|
44,435
|
|
|
(12,840
|
)
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
169,720
|
|
|
125,285
|
|
|
138,125
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
|
289,517
|
|
|
169,720
|
|
|
125,285
|
|
|||
Less cash and cash equivalents from discontinued operations
|
|
7,564
|
|
|
11,277
|
|
|
3,884
|
|
|||
CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS, end of period
|
|
$
|
281,953
|
|
|
$
|
158,443
|
|
|
$
|
121,401
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
|
$
|
173
|
|
|
$
|
361
|
|
|
$
|
234
|
|
Cash paid for income taxes
|
|
5,647
|
|
|
7,161
|
|
|
5,241
|
|
|||
Cash received for refunds of income taxes
|
|
2,232
|
|
|
5,377
|
|
|
7,261
|
|
|||
Cash held in banks outside the United States
|
|
230,168
|
|
|
116,259
|
|
|
44,573
|
|
NOTE 1.
|
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balances at beginning of period
|
|
$
|
8,739
|
|
|
$
|
1,052
|
|
|
$
|
1,390
|
|
Additions - charged to expense
|
|
1,332
|
|
|
7,837
|
|
|
332
|
|
|||
Deductions - write-offs, net of recoveries
|
|
(8,128
|
)
|
|
(150
|
)
|
|
(670
|
)
|
|||
Balances at end of period
|
|
$
|
1,943
|
|
|
$
|
8,739
|
|
|
$
|
1,052
|
|
|
|
December 31, 2015
|
|||||||||
|
|
As previously reported
|
|
Adjustment
|
|
As recast
|
|||||
|
|
|
|
|
|
|
|||||
Current deferred income tax assets
|
|
$
|
6,004
|
|
|
$
|
(6,004
|
)
|
|
—
|
|
Current assets of discontinued operations
|
|
41,902
|
|
|
(14,294
|
)
|
|
27,608
|
|
||
Total current assets
|
|
342,775
|
|
|
(20,298
|
)
|
|
322,477
|
|
||
Non-current deferred income tax assets
|
|
30,398
|
|
|
5,819
|
|
|
36,217
|
|
||
Non-current assets of discontinued operations
|
1,271
|
|
|
14,294
|
|
|
15,565
|
|
|||
Total assets
|
|
462,688
|
|
|
(185
|
)
|
|
462,503
|
|
||
|
|
|
|
|
|
|
|||||
Deposits and other
|
|
3,319
|
|
|
(114
|
)
|
|
3,205
|
|
||
Total current liabilities
|
|
104,084
|
|
|
(114
|
)
|
|
103,970
|
|
||
Non-current deferred income tax liabilities
|
|
1,181
|
|
|
(71
|
)
|
|
1,110
|
|
||
Total liabilities
|
|
199,108
|
|
|
(185
|
)
|
|
198,923
|
|
||
Total liabilities and stockholders' equity
|
|
462,688
|
|
|
(185
|
)
|
|
462,503
|
|
||
|
|
|
|
|
|
|
|||||
Net deferred tax assets
|
|
35,107
|
|
|
—
|
|
|
35,107
|
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||
|
|
As previously reported
|
|
Adjustment
|
|
As recast
|
||||||
Statement of Earnings:
|
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
|
$
|
89,449
|
|
|
—
|
|
|
$
|
89,449
|
|
|
Provision for income taxes
|
|
12,937
|
|
|
(623
|
)
|
|
12,314
|
|
|||
Income from continuing operations
|
|
$
|
76,512
|
|
|
$
|
623
|
|
|
$
|
77,135
|
|
Income from discontinued operations, net of income taxes
|
6,661
|
|
|
—
|
|
|
6,661
|
|
||||
Net income
|
|
$
|
83,173
|
|
|
$
|
623
|
|
|
$
|
83,796
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
1.93
|
|
|
$
|
—
|
|
|
$
|
1.94
|
|
Diluted earnings per share
|
|
$
|
1.91
|
|
|
$
|
—
|
|
|
$
|
1.93
|
|
|
|
|
|
|
|
|
||||||
Net income:
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
2.09
|
|
|
$
|
—
|
|
|
$
|
2.11
|
|
Diluted earnings per share
|
|
$
|
2.08
|
|
|
$
|
—
|
|
|
$
|
2.09
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
39,723
|
|
|
—
|
|
|
39,723
|
|
|||
Diluted
|
|
40,015
|
|
|
—
|
|
|
40,015
|
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||
|
|
As previously reported
|
|
Adjustment
|
|
As recast
|
||||||
Statement of Cash Flows:
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
77,504
|
|
|
$
|
623
|
|
|
$
|
78,127
|
|
Net cash provided by investing activities
|
|
1,892
|
|
|
—
|
|
|
1,892
|
|
|||
Net cash provided by financing activities
|
|
2,349
|
|
|
(623
|
)
|
|
1,726
|
|
|||
Effect of currency translation on cash
|
|
(550
|
)
|
|
—
|
|
|
(550
|
)
|
|||
Increase in cash and cash equivalents
|
|
$
|
81,195
|
|
|
—
|
|
|
$
|
81,195
|
|
|
|
Twelve Months Ended December 31, 2015
|
||||||||||
|
|
As previously reported
|
|
Adjustment
|
|
As recast
|
||||||
Statement of Cash Flows:
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
104,808
|
|
|
$
|
(99
|
)
|
|
$
|
104,709
|
|
Net cash used in investing activities
|
|
(13,265
|
)
|
|
—
|
|
|
(13,265
|
)
|
|||
Net cash used in financing activities
|
|
(45,641
|
)
|
|
99
|
|
|
(45,542
|
)
|
|||
Effect of currency translation on cash
|
|
(1,467
|
)
|
|
—
|
|
|
(1,467
|
)
|
|||
Increase in cash and cash equivalents
|
|
$
|
44,435
|
|
|
—
|
|
|
$
|
44,435
|
|
|
|
Twelve Months Ended December 31, 2014
|
||||||||||
|
|
As previously reported
|
|
Adjustment
|
|
As recast
|
||||||
Statement of Cash Flows:
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
75,586
|
|
|
$
|
1,576
|
|
|
$
|
77,162
|
|
Net cash used in investing activities
|
|
(54,996
|
)
|
|
—
|
|
|
(54,996
|
)
|
|||
Net cash used in financing activities
|
|
(32,480
|
)
|
|
(1,576
|
)
|
|
(34,056
|
)
|
|||
Effect of currency translation on cash
|
|
(950
|
)
|
|
—
|
|
|
(950
|
)
|
|||
Decrease in cash and cash equivalents
|
|
$
|
(12,840
|
)
|
|
—
|
|
|
$
|
(12,840
|
)
|
NOTE 2.
|
BUSINESS ACQUISITIONS
|
Cash paid to owners
|
$
|
3,525
|
|
Cash acquired
|
(6,889
|
)
|
|
Total fair value of consideration received
|
$
|
(3,364
|
)
|
Accounts receivable
|
$
|
2,867
|
|
Inventories
|
4,980
|
|
|
Other current assets
|
415
|
|
|
Property and equipment
|
1,291
|
|
|
Deferred taxes on intangible values
|
2,020
|
|
|
Current liabilities
|
(3,836
|
)
|
|
Long-term liabilities
|
(22,725
|
)
|
|
Total tangible assets, net
|
(14,988
|
)
|
|
|
|
||
Amortizable intangible assets:
|
|
||
Tradename
|
336
|
|
|
Technology
|
4,029
|
|
|
Customer relationships
|
8,225
|
|
|
Total amortizable intangible assets
|
12,590
|
|
|
Total identifiable net assets
|
(2,398
|
)
|
|
Gain on bargain purchase
|
(966
|
)
|
|
Total fair value of consideration received
|
$
|
(3,364
|
)
|
|
|
Amount
|
|
Amortization Method
|
|
Useful Life in Years
|
||
Technology
|
|
$
|
4,029
|
|
|
Straight-line
|
|
10
|
Tradename
|
|
336
|
|
|
Straight-line
|
|
2.5
|
|
Customer relationships
|
|
8,225
|
|
|
Straight-line
|
|
15
|
|
|
|
$
|
12,590
|
|
|
|
|
|
Purchase price
|
$
|
30,200
|
|
Net working capital adjustment
|
1,073
|
|
|
Total fair value of consideration transferred
|
$
|
31,273
|
|
Cash
|
$
|
758
|
|
Accounts receivable
|
1,694
|
|
|
Inventories
|
2,599
|
|
|
Other current assets
|
264
|
|
|
Property and equipment
|
424
|
|
|
Long-term assets
|
711
|
|
|
Deferred taxes on intangible values
|
(2,087
|
)
|
|
Current liabilities
|
(1,053
|
)
|
|
Total tangible assets, net
|
3,310
|
|
|
|
|
||
Amortizable intangible assets:
|
|
||
Technology
|
2,100
|
|
|
Tradename
|
200
|
|
|
Customer relationships
|
8,600
|
|
|
Total amortizable intangible assets
|
10,900
|
|
|
Total identifiable net assets
|
14,210
|
|
|
Goodwill
|
17,063
|
|
|
Total fair value of consideration transferred
|
$
|
31,273
|
|
|
|
Amount
|
|
Amortization Method
|
|
Useful Life in Years
|
||
Technology
|
|
$
|
2,100
|
|
|
Straight-line
|
|
10
|
Tradename
|
|
200
|
|
|
Straight-line
|
|
2.5
|
|
Customer relationships
|
|
8,600
|
|
|
Straight-line
|
|
12
|
|
|
|
$
|
10,900
|
|
|
|
|
|
NOTE 3.
|
DISCONTINUED OPERATIONS
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Sales
|
$
|
—
|
|
|
$
|
95,856
|
|
|
$
|
215,763
|
|
Cost of sales
|
154
|
|
|
139,045
|
|
|
209,795
|
|
|||
Total operating (income) expenses (including restructuring)
|
(3,894
|
)
|
|
232,262
|
|
|
51,637
|
|
|||
Operating income (loss) from discontinued operations
|
3,740
|
|
|
(275,451
|
)
|
|
(45,669
|
)
|
|||
Other income (expense)
|
2,636
|
|
|
(55
|
)
|
|
(658
|
)
|
|||
Income (loss) from discontinued operations before income taxes
|
6,376
|
|
|
(275,506
|
)
|
|
(46,327
|
)
|
|||
Benefit for income taxes
|
(4,130
|
)
|
|
(33,538
|
)
|
|
(23,814
|
)
|
|||
Income (loss) from discontinued operations, net of income taxes
|
$
|
10,506
|
|
|
$
|
(241,968
|
)
|
|
$
|
(22,513
|
)
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash and cash equivalents
|
|
$
|
7,564
|
|
|
$
|
11,277
|
|
Accounts and other receivables, net
|
|
1,670
|
|
|
16,331
|
|
||
Inventories
|
|
167
|
|
|
—
|
|
||
Current assets of discontinued operations
|
|
$
|
9,401
|
|
|
$
|
27,608
|
|
|
|
|
|
|
||||
Intangibles and other assets, net
|
|
70
|
|
|
1,189
|
|
||
Deferred income tax assets
|
|
15,560
|
|
|
14,376
|
|
||
Non-current assets of discontinued operations
|
|
$
|
15,630
|
|
|
$
|
15,565
|
|
|
|
|
|
|
||||
Accounts payable and other accrued expenses
|
|
3,684
|
|
|
19,261
|
|
||
Accrued warranty
|
|
9,254
|
|
|
11,852
|
|
||
Accrued restructuring
|
|
481
|
|
|
5,368
|
|
||
Current liabilities of discontinued operations
|
|
$
|
13,419
|
|
|
$
|
36,481
|
|
|
|
|
|
|
||||
Accrued warranty
|
|
20,976
|
|
|
27,124
|
|
||
Other liabilities
|
|
181
|
|
|
178
|
|
||
Non-current liabilities of discontinued operations
|
|
$
|
21,157
|
|
|
$
|
27,302
|
|
NOTE 4.
|
INCOME TAXES
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
|
$
|
13,776
|
|
|
$
|
13,237
|
|
|
$
|
16,735
|
|
Foreign
|
|
114,300
|
|
|
92,205
|
|
|
69,270
|
|
|||
|
|
$
|
128,076
|
|
|
$
|
105,442
|
|
|
$
|
86,005
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
3,187
|
|
|
$
|
5,823
|
|
|
$
|
6,436
|
|
State
|
|
351
|
|
|
335
|
|
|
481
|
|
|||
Foreign
|
|
3,081
|
|
|
5,950
|
|
|
4,312
|
|
|||
Total current provision
|
|
$
|
6,619
|
|
|
$
|
12,108
|
|
|
$
|
11,229
|
|
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
3,110
|
|
|
$
|
569
|
|
|
$
|
832
|
|
State
|
|
1,564
|
|
|
870
|
|
|
587
|
|
|||
Foreign
|
|
(165
|
)
|
|
8,413
|
|
|
3,862
|
|
|||
Total deferred provision
|
|
4,509
|
|
|
9,852
|
|
|
5,281
|
|
|||
Total provision for income taxes
|
|
$
|
11,128
|
|
|
$
|
21,960
|
|
|
$
|
16,510
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income taxes per federal statutory rate
|
|
$
|
44,826
|
|
|
$
|
37,498
|
|
|
$
|
29,786
|
|
State income taxes, net of federal deduction
|
|
963
|
|
|
1,204
|
|
|
135
|
|
|||
Change in valuation allowance
|
|
(85
|
)
|
|
6,503
|
|
|
12
|
|
|||
Stock based compensation
|
|
1,117
|
|
|
(166
|
)
|
|
(112
|
)
|
|||
Executive compensation
|
|
103
|
|
|
—
|
|
|
751
|
|
|||
Domestic production activity benefit
|
|
(144
|
)
|
|
—
|
|
|
(124
|
)
|
|||
Tax effect of foreign operations
|
|
(31,651
|
)
|
|
(22,495
|
)
|
|
(12,081
|
)
|
|||
Tax credits
|
|
(4,495
|
)
|
|
(969
|
)
|
|
(2,208
|
)
|
|||
Other permanent items, net
|
|
494
|
|
|
385
|
|
|
351
|
|
|||
|
|
$
|
11,128
|
|
|
$
|
21,960
|
|
|
$
|
16,510
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
|
||||
Stock based compensation
|
|
$
|
2,281
|
|
|
$
|
3,716
|
|
Net operating loss and tax credit carryforwards
|
|
36,145
|
|
|
49,374
|
|
||
Pension obligation
|
|
2,338
|
|
|
3,662
|
|
||
Excess and obsolete inventory
|
|
3,031
|
|
|
3,692
|
|
||
Deferred revenue
|
|
11,998
|
|
|
12,423
|
|
||
Vacation accrual
|
|
932
|
|
|
750
|
|
||
Restructuring
|
|
75
|
|
|
83
|
|
||
Bad debt reserve
|
|
121
|
|
|
114
|
|
||
Employee bonuses and commissions
|
|
1,908
|
|
|
1,191
|
|
||
Unrealized gain/loss
|
|
733
|
|
|
1,506
|
|
||
Warranty reserve
|
|
63
|
|
|
91
|
|
||
Other
|
|
1,700
|
|
|
899
|
|
||
Deferred tax assets
|
|
61,325
|
|
|
77,501
|
|
||
Less: Valuation allowance
|
|
(26,120
|
)
|
|
(37,208
|
)
|
||
Net deferred tax assets
|
|
35,205
|
|
|
40,293
|
|
||
Deferred tax liabilities
|
|
|
|
|
||||
Depreciation and amortization
|
|
2,266
|
|
|
3,875
|
|
||
Foreign other
|
|
1,538
|
|
|
1,050
|
|
||
Other
|
|
212
|
|
|
260
|
|
||
Deferred tax liabilities
|
|
4,016
|
|
|
5,185
|
|
||
Net deferred tax assets
|
|
$
|
31,189
|
|
|
$
|
35,108
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of period
|
|
$
|
10,049
|
|
|
$
|
8,001
|
|
|
$
|
5,523
|
|
Additions based on tax positions taken during a prior period
|
|
104
|
|
|
433
|
|
|
136
|
|
|||
Additions based on tax positions taken during the current period
|
|
2,318
|
|
|
3,413
|
|
|
3,757
|
|
|||
Reductions related to a lapse of applicable statute of limitations
|
|
(1,070
|
)
|
|
(1,798
|
)
|
|
(1,415
|
)
|
|||
Balance at end of period
|
|
$
|
11,401
|
|
|
$
|
10,049
|
|
|
$
|
8,001
|
|
NOTE 5.
|
EARNINGS PER SHARE
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income from continuing operations, net of income taxes
|
|
$
|
116,948
|
|
|
$
|
83,482
|
|
|
$
|
69,495
|
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares outstanding
|
|
39,720
|
|
|
40,746
|
|
|
40,420
|
|
|||
Assumed exercise of dilutive stock options and restricted stock units
|
|
311
|
|
|
331
|
|
|
614
|
|
|||
Diluted weighted-average common shares outstanding
|
|
40,031
|
|
|
41,077
|
|
|
41,034
|
|
|||
Continuing operations:
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
2.94
|
|
|
$
|
2.05
|
|
|
$
|
1.72
|
|
Diluted earnings per share
|
|
$
|
2.92
|
|
|
$
|
2.03
|
|
|
$
|
1.69
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Stock options
|
|
—
|
|
|
155
|
|
|
91
|
|
Restricted stock units
|
|
1
|
|
|
1
|
|
|
—
|
|
NOTE 6.
|
MARKETABLE SECURITIES AND ASSETS MEASURED AT FAIR VALUE
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Commercial paper
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,989
|
|
|
$
|
4,995
|
|
Certificates of deposit
|
4,735
|
|
|
4,737
|
|
|
7,008
|
|
|
6,991
|
|
||||
Total marketable securities
|
$
|
4,735
|
|
|
$
|
4,737
|
|
|
$
|
11,997
|
|
|
$
|
11,986
|
|
|
|
Earliest
|
|
|
|
Latest
|
Certificates of deposit
|
|
4/10/2017
|
|
to
|
|
10/25/2017
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Certificates of deposit
|
$
|
—
|
|
|
$
|
4,737
|
|
|
$
|
—
|
|
|
$
|
4,737
|
|
Total marketable securities
|
$
|
—
|
|
|
$
|
4,737
|
|
|
$
|
—
|
|
|
$
|
4,737
|
|
|
|
||||||||||||||
December 31, 2015
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Commercial paper
|
$
|
—
|
|
|
$
|
4,995
|
|
|
$
|
—
|
|
|
$
|
4,995
|
|
Certificates of deposit
|
—
|
|
|
6,991
|
|
|
—
|
|
|
6,991
|
|
||||
Total marketable securities
|
$
|
—
|
|
|
$
|
11,986
|
|
|
$
|
—
|
|
|
$
|
11,986
|
|
NOTE 7.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency (loss) gain from foreign currency exchange contracts
|
|
$
|
(569
|
)
|
|
$
|
1,857
|
|
|
$
|
104
|
|
NOTE 8.
|
INVENTORIES
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Parts and raw materials
|
$
|
43,278
|
|
|
$
|
40,578
|
|
Work in process
|
5,292
|
|
|
5,643
|
|
||
Finished goods
|
7,200
|
|
|
6,352
|
|
||
|
$
|
55,770
|
|
|
$
|
52,573
|
|
NOTE 9.
|
PROPERTY AND EQUIPMENT, NET
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Buildings and land
|
$
|
1,581
|
|
|
$
|
1,623
|
|
Machinery and equipment
|
32,743
|
|
|
30,479
|
|
||
Computer and communication equipment
|
24,637
|
|
|
19,744
|
|
||
Furniture and fixtures
|
1,267
|
|
|
1,319
|
|
||
Vehicles
|
357
|
|
|
215
|
|
||
Leasehold improvements
|
15,546
|
|
|
15,173
|
|
||
Construction in process
|
644
|
|
|
15
|
|
||
|
76,775
|
|
|
68,568
|
|
||
Less: Accumulated depreciation
|
(63,438
|
)
|
|
(58,923
|
)
|
||
Total property and equipment, net
|
$
|
13,337
|
|
|
$
|
9,645
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation expense
|
|
$
|
3,646
|
|
|
$
|
4,464
|
|
|
$
|
5,463
|
|
NOTE 10.
|
GOODWILL
|
|
December 31, 2015
|
|
Additions
|
|
Effect of Changes in Exchange Rates
|
|
December 31, 2016
|
||||||||
Goodwill
|
$
|
42,729
|
|
|
$
|
—
|
|
|
$
|
(604
|
)
|
|
$
|
42,125
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2014
|
|
Additions
|
|
Effect of Changes in Exchange Rates
|
|
December 31, 2015
|
||||||||
Goodwill
|
$
|
43,875
|
|
|
$
|
453
|
|
|
$
|
(1,599
|
)
|
|
$
|
42,729
|
|
NOTE 11.
|
INTANGIBLE ASSETS
|
|
|
December 31, 2016
|
||||||||||||||||
|
|
Gross Carrying Amount
|
|
Effect of Changes in Exchange Rates
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-Average Useful Life in Years
|
||||||||
Technology-based
|
|
$
|
14,130
|
|
|
$
|
(2,081
|
)
|
|
$
|
(4,079
|
)
|
|
$
|
7,970
|
|
|
10
|
Customer relationships
|
|
31,276
|
|
|
(3,962
|
)
|
|
(8,157
|
)
|
|
19,157
|
|
|
12
|
||||
Trademarks and other
|
|
2,892
|
|
|
(439
|
)
|
|
(1,509
|
)
|
|
944
|
|
|
10
|
||||
Total intangible assets
|
|
$
|
48,298
|
|
|
$
|
(6,482
|
)
|
|
$
|
(13,745
|
)
|
|
$
|
28,071
|
|
|
|
|
|
December 31, 2015
|
||||||||||||||||
|
|
Gross Carrying Amount
|
|
Effect of Changes in Exchange Rates
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-Average Useful Life in Years
|
||||||||
Technology-based
|
|
$
|
14,130
|
|
|
$
|
(1,535
|
)
|
|
$
|
(2,828
|
)
|
|
$
|
9,767
|
|
|
10
|
Customer relationships
|
|
31,276
|
|
|
(2,805
|
)
|
|
(5,550
|
)
|
|
22,921
|
|
|
12
|
||||
Trademarks and other
|
|
2,892
|
|
|
(247
|
)
|
|
(1,192
|
)
|
|
1,453
|
|
|
10
|
||||
Total intangible assets
|
|
$
|
48,298
|
|
|
$
|
(4,587
|
)
|
|
$
|
(9,570
|
)
|
|
$
|
34,141
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Amortization expense
|
|
$
|
4,167
|
|
|
$
|
4,368
|
|
|
$
|
4,998
|
|
NOTE 12.
|
WARRANTIES
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balances at beginning of period
|
|
$
|
1,633
|
|
|
$
|
1,612
|
|
|
$
|
3,187
|
|
Warranty liabilities acquired
|
|
—
|
|
|
—
|
|
|
260
|
|
|||
Increases to accruals related to sales during the period
|
|
1,802
|
|
|
1,071
|
|
|
788
|
|
|||
Warranty expenditures
|
|
(1,058
|
)
|
|
(1,040
|
)
|
|
(2,618
|
)
|
|||
Effect of changes in currency exchange rates
|
|
(48
|
)
|
|
(10
|
)
|
|
(5
|
)
|
|||
Balances at end of period
|
|
$
|
2,329
|
|
|
$
|
1,633
|
|
|
$
|
1,612
|
|
NOTE 13.
|
STOCK-BASED COMPENSATION
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock-based compensation expense
|
|
$
|
6,332
|
|
|
$
|
2,810
|
|
|
$
|
3,712
|
|
|
|
2016
|
|
2015
|
|
2014
|
Fair value assumptions - stock options:
|
|
|
|
|
|
|
Expected term (years)
|
|
n/a
|
|
4.3 years
|
|
5.3 years
|
Estimated volatility
|
|
n/a
|
|
43%
|
|
53%
|
Estimated dividend yield
|
|
n/a
|
|
—%
|
|
—%
|
Risk-free interest rate
|
|
n/a
|
|
1.1% - 1.4%
|
|
1.7% - 1.9%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-average grant date fair value of options
|
|
n/a
|
|
$
|
9.50
|
|
|
$
|
10.80
|
|
||
Total intrinsic value of options exercised
|
|
$
|
2,815
|
|
|
$
|
5,203
|
|
|
$
|
13,657
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|||||||||
Options outstanding at beginning of period
|
|
543
|
|
|
$
|
18.06
|
|
|
642
|
|
|
$
|
14.18
|
|
|
1,573
|
|
|
$
|
13.29
|
|
Options granted
|
|
—
|
|
|
—
|
|
|
171
|
|
|
26.26
|
|
|
57
|
|
|
18.77
|
|
|||
Options exercised
|
|
(138
|
)
|
|
15.47
|
|
|
(229
|
)
|
|
13.95
|
|
|
(910
|
)
|
|
13.01
|
|
|||
Options forfeited
|
|
(12
|
)
|
|
26.32
|
|
|
(38
|
)
|
|
14.55
|
|
|
(76
|
)
|
|
12.93
|
|
|||
Options expired
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
16.25
|
|
|
(2
|
)
|
|
21.97
|
|
|||
Options outstanding at end of period
|
|
393
|
|
|
$
|
18.71
|
|
|
543
|
|
|
$
|
18.06
|
|
|
642
|
|
|
$
|
14.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Options vested during the year
|
|
11
|
|
|
|
|
304
|
|
|
|
|
180
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|||||||||
Options outstanding at beginning of period
|
|
99
|
|
|
$
|
11.87
|
|
|
380
|
|
|
11.87
|
|
|
1,239
|
|
|
13.38
|
|
||
Options granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
26.52
|
|
|||
Options exercised
|
|
(18
|
)
|
|
13.78
|
|
|
(137
|
)
|
|
11.33
|
|
|
(408
|
)
|
|
14.67
|
|
|||
Options forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(384
|
)
|
|
15.73
|
|
|||
Options expired
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
12.38
|
|
|
(118
|
)
|
|
11.76
|
|
|||
Options outstanding at end of period
|
|
81
|
|
|
$
|
11.44
|
|
|
$
|
99
|
|
|
11.87
|
|
|
$
|
380
|
|
|
11.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Options vested during the year
|
|
—
|
|
|
|
|
64
|
|
|
|
|
364
|
|
|
|
Options Expected to Vest:
|
|
Number
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
|||||
Options outstanding
|
|
474
|
|
|
$
|
17.47
|
|
|
5.7 years
|
|
$
|
17,673
|
|
Options expected to vest
|
|
466
|
|
|
17.33
|
|
|
5.6 years
|
|
17,438
|
|
||
Options exercisable
|
|
358
|
|
|
15.00
|
|
|
4.9 years
|
|
14,214
|
|
|
|
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
|
||||||
$7.69 to $9.51
|
|
35
|
|
|
3.5 years
|
|
$
|
8.88
|
|
|
35
|
|
|
$
|
8.88
|
|
$11.02 to $11.02
|
|
79
|
|
|
5.0 years
|
|
11.02
|
|
|
79
|
|
|
11.02
|
|
||
$11.21 to $13.85
|
|
65
|
|
|
3.3 years
|
|
12.92
|
|
|
65
|
|
|
12.92
|
|
||
$14.02 to $14.52
|
|
62
|
|
|
3.9 years
|
|
14.39
|
|
|
62
|
|
|
14.39
|
|
||
$15.65 to $15.65
|
|
16
|
|
|
3.1 years
|
|
15.65
|
|
|
16
|
|
|
15.65
|
|
||
$16.25 to $16.25
|
|
16
|
|
|
3.3 years
|
|
16.25
|
|
|
16
|
|
|
16.25
|
|
||
$18.77 to $18.77
|
|
56
|
|
|
7.8 years
|
|
18.77
|
|
|
38
|
|
|
18.77
|
|
||
$24.31 to $24.31
|
|
5
|
|
|
8.4 years
|
|
24.31
|
|
|
2
|
|
|
24.31
|
|
||
$25.28 to $25.28
|
|
2
|
|
|
7.3 years
|
|
25.28
|
|
|
2
|
|
|
25.28
|
|
||
$26.32 to $26.32
|
|
138
|
|
|
8.1 years
|
|
26.32
|
|
|
43
|
|
|
26.32
|
|
||
|
|
474
|
|
|
5.7 years
|
|
$
|
17.47
|
|
|
358
|
|
|
$
|
15.00
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Balance at beginning of period
|
|
174
|
|
|
$
|
26.04
|
|
|
115
|
|
|
$
|
15.20
|
|
|
230
|
|
|
$
|
13.99
|
|
RSUs granted
|
|
145
|
|
|
32.17
|
|
|
159
|
|
|
26.82
|
|
|
86
|
|
|
20.36
|
|
|||
RSUs vested
|
|
(97
|
)
|
|
25.79
|
|
|
(86
|
)
|
|
15.06
|
|
|
(163
|
)
|
|
16.54
|
|
|||
RSUs forfeited
|
|
(11
|
)
|
|
28.23
|
|
|
(14
|
)
|
|
13.48
|
|
|
(38
|
)
|
|
13.85
|
|
|||
Balance at end of period
|
|
211
|
|
|
$
|
30.24
|
|
|
174
|
|
|
$
|
26.04
|
|
|
115
|
|
|
$
|
15.20
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Balance at beginning of period
|
|
60
|
|
|
$
|
26.26
|
|
|
242
|
|
|
$
|
13.86
|
|
|
1,344
|
|
|
$
|
11.42
|
|
RSUs granted
|
|
152
|
|
|
28.65
|
|
|
62
|
|
|
26.27
|
|
|
59
|
|
|
26.53
|
|
|||
RSUs vested
|
|
(60
|
)
|
|
26.26
|
|
|
(75
|
)
|
|
13.81
|
|
|
—
|
|
|
—
|
|
|||
RSUs settled in cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(418
|
)
|
|
12.29
|
|
|||
RSUs forfeited
|
|
(9
|
)
|
|
28.43
|
|
|
(169
|
)
|
|
14.25
|
|
|
(743
|
)
|
|
13.14
|
|
|||
Balance at end of period
|
|
143
|
|
|
$
|
28.66
|
|
|
60
|
|
|
$
|
26.26
|
|
|
242
|
|
|
$
|
13.86
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-average grant date fair value of RSUs
|
|
$
|
29.60
|
|
|
$
|
26.66
|
|
|
$
|
22.87
|
|
Total fair value of RSUs converted to shares
|
|
$
|
4,988
|
|
|
$
|
3,782
|
|
|
$
|
5,439
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rates
|
|
0.49% - 0.60%
|
|
|
0.07% - 0.42%
|
|
|
0.06% - 0.08%
|
|
Expected dividend yield rates
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected term
|
|
0.5 years
|
|
|
0.5 years
|
|
|
0.5 years
|
|
Expected volatility
|
|
28.2
|
%
|
|
27.8
|
%
|
|
52.0
|
%
|
NOTE 14.
|
RETIREMENT PLANS
|
|
Year Ended December 31,
|
|
|||||||||
|
2016
|
|
2015
|
|
2014
|
|
|||||
Interest cost
|
$
|
993
|
|
|
$
|
1,093
|
|
|
1,061
|
|
|
Expected return on plan assets
|
(527
|
)
|
|
(562
|
)
|
|
(532
|
)
|
|
||
Amortization of actuarial gains and losses
|
264
|
|
|
373
|
|
|
—
|
|
|
||
Net periodic pension cost
|
$
|
730
|
|
|
$
|
904
|
|
|
529
|
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount Rate
|
2.75
|
%
|
|
3.9
|
%
|
|
3.6
|
%
|
Expected long-term return on plan assets
|
4.7
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Projected benefit obligation, beginning of year
|
$
|
31,466
|
|
|
$
|
34,475
|
|
Interest cost
|
993
|
|
|
1,093
|
|
||
Actuarial (gain) loss
|
5,377
|
|
|
(1,435
|
)
|
||
Benefits paid
|
(1,186
|
)
|
|
(825
|
)
|
||
Translation adjustment
|
(5,540
|
)
|
|
(1,842
|
)
|
||
Projected benefit obligation, end of year
|
$
|
31,110
|
|
|
$
|
31,466
|
|
|
|
|
|
||||
Plan assets, beginning of year
|
$
|
13,677
|
|
|
$
|
14,339
|
|
Actual return on plan assets
|
527
|
|
|
562
|
|
||
Contributions
|
802
|
|
|
958
|
|
||
Benefits paid
|
(1,186
|
)
|
|
(825
|
)
|
||
Actuarial (gain)
|
620
|
|
|
(583
|
)
|
||
Translation adjustment
|
(2,166
|
)
|
|
(774
|
)
|
||
Plan assets, end of year
|
$
|
12,274
|
|
|
$
|
13,677
|
|
|
|
|
|
||||
Funded status of plan
|
$
|
(18,836
|
)
|
|
$
|
(17,789
|
)
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Multi-Asset Fund
|
$
|
—
|
|
|
$
|
3,989
|
|
|
$
|
—
|
|
|
$
|
3,989
|
|
Diversified Growth Fund
|
—
|
|
|
4,259
|
|
|
—
|
|
|
4,259
|
|
||||
Index-Linked Gilts
|
—
|
|
|
1,915
|
|
|
—
|
|
|
1,915
|
|
||||
Corporate Bonds
|
—
|
|
|
2,013
|
|
|
—
|
|
|
2,013
|
|
||||
Cash
|
98
|
|
|
—
|
|
|
—
|
|
|
98
|
|
||||
Total
|
$
|
98
|
|
|
$
|
12,176
|
|
|
$
|
—
|
|
|
$
|
12,274
|
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Multi-Asset Fund
|
$
|
—
|
|
|
$
|
4,460
|
|
|
$
|
—
|
|
|
$
|
4,460
|
|
Diversified Growth Fund
|
—
|
|
|
4,767
|
|
|
—
|
|
|
4,767
|
|
||||
Index-Linked Gilts
|
—
|
|
|
2,113
|
|
|
—
|
|
|
2,113
|
|
||||
Corporate Bonds
|
—
|
|
|
2,100
|
|
|
—
|
|
|
2,100
|
|
||||
Cash
|
237
|
|
|
—
|
|
|
—
|
|
|
237
|
|
||||
Total
|
$
|
237
|
|
|
$
|
13,440
|
|
|
$
|
—
|
|
|
$
|
13,677
|
|
NOTE 15.
|
COMMITMENTS AND CONTINGENCIES
|
2017
|
$
|
5,396
|
|
2018
|
4,602
|
|
|
2019
|
4,657
|
|
|
2020
|
4,541
|
|
|
2021
|
3,248
|
|
|
Thereafter
|
2,533
|
|
|
|
$
|
24,977
|
|
NOTE 16.
|
RESTRUCTURING COSTS
|
NOTE 17.
|
RELATED PARTY TRANSACTIONS
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Sales to related parties
|
$
|
616
|
|
|
$
|
706
|
|
|
$
|
321
|
|
Number of related party customers
|
2
|
|
|
3
|
|
|
4
|
|
|||
Purchases from related parties
|
$
|
43
|
|
|
$
|
40
|
|
|
$
|
—
|
|
Number of related party vendors
|
1
|
|
|
2
|
|
|
—
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Accounts receivable from related parties
|
$
|
—
|
|
|
$
|
83
|
|
Number of related party customers
|
—
|
|
|
1
|
|
NOTE 18.
|
GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Sales to external customers:
|
|
|
|||||||||||||||||||
United States
|
|
$
|
327,397
|
|
|
67.7
|
%
|
|
$
|
268,257
|
|
|
64.7
|
%
|
|
$
|
230,843
|
|
|
62.8
|
%
|
Canada
|
|
161
|
|
|
—
|
%
|
|
195
|
|
|
—
|
%
|
|
347
|
|
|
0.1
|
%
|
|||
North America
|
|
327,558
|
|
|
67.7
|
%
|
|
268,452
|
|
|
64.7
|
%
|
|
231,190
|
|
|
62.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
People's Republic of China
|
|
16,207
|
|
|
3.4
|
%
|
|
12,687
|
|
|
3.1
|
%
|
|
12,903
|
|
|
3.5
|
%
|
|||
Other Asian countries
|
|
77,638
|
|
|
16.1
|
%
|
|
61,839
|
|
|
15.0
|
%
|
|
56,938
|
|
|
15.5
|
%
|
|||
Asia
|
|
93,845
|
|
|
19.5
|
%
|
|
74,526
|
|
|
18.0
|
%
|
|
69,841
|
|
|
19.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Germany
|
|
48,589
|
|
|
10.0
|
%
|
|
46,719
|
|
|
11.3
|
%
|
|
43,343
|
|
|
11.8
|
%
|
|||
United Kingdom
|
|
13,712
|
|
|
2.8
|
%
|
|
25,100
|
|
|
6.0
|
%
|
|
22,670
|
|
|
6.2
|
%
|
|||
Other European countries
|
|
—
|
|
|
—
|
%
|
|
14
|
|
|
—
|
%
|
|
289
|
|
|
—
|
%
|
|||
Europe
|
|
62,301
|
|
|
12.8
|
%
|
|
71,833
|
|
|
17.3
|
%
|
|
66,302
|
|
|
18.0
|
%
|
|||
Total sales
|
|
$
|
483,704
|
|
|
100.0
|
%
|
|
$
|
414,811
|
|
|
100.0
|
%
|
|
$
|
367,333
|
|
|
100.0
|
%
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
*Long lived assets:
|
|
|
||||||
United States
|
|
$
|
33,652
|
|
|
$
|
31,556
|
|
Asia
|
|
3,596
|
|
|
3,134
|
|
||
Europe
|
|
46,285
|
|
|
51,825
|
|
||
|
|
$
|
83,533
|
|
|
$
|
86,515
|
|
*
|
Long-lived assets include property and equipment, goodwill and other intangible assets.
|
NOTE 19.
|
CREDIT FACILITY
|
|
|
Years Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Credit facility costs
|
|
346
|
|
|
456
|
|
|
367
|
|
NOTE 20.
|
SUPPLEMENTAL QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
|
Quarter Ended
|
||||||||||||||
|
|
December 31, 2016
|
|
September 30, 2016
|
|
June 30, 2016
|
|
March 31, 2016
|
||||||||
Sales
|
|
$
|
135,343
|
|
|
$
|
126,552
|
|
|
$
|
118,765
|
|
|
$
|
103,044
|
|
Gross Profit
|
|
$
|
71,518
|
|
|
$
|
66,123
|
|
|
$
|
62,046
|
|
|
$
|
53,460
|
|
Operating income
|
|
$
|
38,546
|
|
|
$
|
34,361
|
|
|
$
|
30,329
|
|
|
$
|
23,621
|
|
Income from continuing operations, net of income taxes
|
|
$
|
40,436
|
|
|
$
|
29,038
|
|
|
$
|
27,254
|
|
|
$
|
20,220
|
|
Income from discontinued operations, net of income taxes
|
|
$
|
3,845
|
|
|
$
|
1,323
|
|
|
$
|
3,277
|
|
|
$
|
2,061
|
|
Net income
|
|
$
|
44,281
|
|
|
$
|
30,361
|
|
|
$
|
30,531
|
|
|
$
|
22,281
|
|
Earnings per Share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
1.02
|
|
|
$
|
0.73
|
|
|
$
|
0.69
|
|
|
$
|
0.51
|
|
Diluted earnings per share
|
|
$
|
1.01
|
|
|
$
|
0.73
|
|
|
$
|
0.68
|
|
|
$
|
0.50
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
0.10
|
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
$
|
0.05
|
|
Diluted earnings per share
|
|
$
|
0.10
|
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
$
|
0.05
|
|
Net Income:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
1.12
|
|
|
$
|
0.77
|
|
|
$
|
0.77
|
|
|
$
|
0.56
|
|
Diluted earnings per share
|
|
$
|
1.11
|
|
|
$
|
0.76
|
|
|
$
|
0.76
|
|
|
$
|
0.56
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
December 31, 2015
|
|
September 30, 2015
|
|
June 30, 2015
|
|
March 31, 2015
|
||||||||
Sales
|
|
$
|
86,891
|
|
|
$
|
109,756
|
|
|
$
|
108,654
|
|
|
$
|
109,510
|
|
Gross Profit
|
|
$
|
42,684
|
|
|
$
|
58,538
|
|
|
$
|
56,549
|
|
|
$
|
59,099
|
|
Restructuring
|
|
$
|
(117
|
)
|
|
$
|
317
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Operating income
|
|
$
|
16,173
|
|
|
$
|
30,168
|
|
|
$
|
28,779
|
|
|
$
|
31,536
|
|
Income from continuing operations, net of income taxes
|
|
$
|
11,490
|
|
|
$
|
23,313
|
|
|
$
|
23,024
|
|
|
$
|
25,655
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
$
|
24,775
|
|
|
$
|
(6,881
|
)
|
|
$
|
(255,483
|
)
|
|
$
|
(4,379
|
)
|
Net income (loss)
|
|
$
|
36,265
|
|
|
$
|
16,432
|
|
|
$
|
(232,459
|
)
|
|
$
|
21,276
|
|
Earnings per Share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
0.29
|
|
|
$
|
0.57
|
|
|
$
|
0.56
|
|
|
$
|
0.63
|
|
Diluted earnings per share
|
|
$
|
0.28
|
|
|
$
|
0.56
|
|
|
$
|
0.56
|
|
|
$
|
0.62
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
|
$
|
0.62
|
|
|
$
|
(0.17
|
)
|
|
$
|
(6.24
|
)
|
|
$
|
(0.11
|
)
|
Diluted earnings (loss) per share
|
|
$
|
0.61
|
|
|
$
|
(0.17
|
)
|
|
$
|
(6.24
|
)
|
|
$
|
(0.11
|
)
|
Net Income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
|
$
|
0.90
|
|
|
$
|
0.40
|
|
|
$
|
(5.68
|
)
|
|
$
|
0.52
|
|
Diluted earnings (loss) per share
|
|
$
|
0.89
|
|
|
$
|
0.40
|
|
|
$
|
(5.68
|
)
|
|
$
|
0.52
|
|
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
|
3.1
|
|
Restated Certificate of Incorporation, as amended. (1)
|
|
|
|
3.2
|
|
Restated By-laws, as amended. (19)
|
|
|
|
3.3
|
|
Amendment to Bylaws. (3)
|
|
|
|
3.4
|
|
Second Amendment to the By-laws of Advanced Energy Industries, Inc. (21)
|
|
|
|
3.5
|
|
Third Amendment to the By-Laws of Advanced Energy Industries, Inc. (22)
|
|
|
|
3.6
|
|
Fourth Amendment to the By-Laws of Advanced Energy Industries, Inc. (46)
|
|
|
|
4.1
|
|
Form of Specimen Certificate for Common Stock. (2)
|
|
|
|
10.1
|
|
Lease, dated June 12, 1984, amended June 11, 1992, by and between Prospect Park East Partnership and Advanced Energy Industries, Inc., for property located in Fort Collins, Colorado. (2)
|
|
|
|
10.2
|
|
Lease, dated March 14, 1994, as amended, by and between Sharp Point Properties, L.L.C., and Advanced Energy Industries, Inc., for property located in Fort Collins, Colorado. (2)
|
|
|
|
10.3
|
|
Lease, dated May 19, 1995, by and between Sharp Point Properties, L.L.C. and Advanced Energy Industries, Inc., for a building located in Fort Collins, Colorado. (2)
|
|
|
|
10.4
|
|
Lease dated March 20, 2000, by and between Sharp Point Properties, L.L.C. and Advanced Energy Industries, Inc., for a building located in Fort Collins, Colorado. (5)
|
|
|
|
10.5
|
|
Lease Amendment, dated as of April 26, 2010 by and between Sharp Point Properties, LLC and Advanced Energy Industries, Inc., for a building located in Fort Collins, Colorado. (23)
|
|
|
|
10.6
|
|
Lease Amendment, dated as of August 19, 2010, by and between Sharp Point Properties, LLC and Advanced Energy Industries, Inc., for a building located in Fort Collins, Colorado. (25)
|
|
|
|
10.7
|
|
Lease Termination Agreement, dated as of December 28, 2011, by and between Sharp Point Properties, LLC and Advanced Energy Industries, Inc., for buildings located in Fort Collins, Colorado. (27)
|
|
|
10.8
|
|
Lease Agreement, dated as of December 28, 2011, by and between Sharp Point Properties, LLC and Advanced Energy Industries, Inc., for a building located at 1625 Sharp Point Drive, Fort Collins, Colorado. (27)
|
|
|
|
10.9
|
|
Lease Agreement, dated as of December 28, 2011, by and between Sharp Point Properties, LLC and Advanced Energy Industries, Inc., for a building located at 2424 Midpoint Drive, Fort Collins, Colorado. (27)
|
|
|
|
10.10
|
|
Lease dated January 16, 2003, by and between China Great Wall Computer Shenzhen Co., Ltd., Great Wall Limited and Advanced Energy Industries (Shenzhen) Co., Ltd., for a building located in Shenzhen, China. (6)
|
|
|
|
10.11
|
|
Form of Indemnification Agreement. (2)
|
|
|
|
10.12
|
|
Form of Director Indemnification Agreement. (21)
|
|
|
|
10.13
|
|
1995 Stock Option Plan, as amended and restated through February 7, 2001. (7)*
|
|
|
|
10.14
|
|
1995 Non-Employee Directors’ Stock Option Plan, as amended and restated through February 7, 2001. (7)*
|
|
|
|
10.15
|
|
2001 Employee Stock Option Plan. (1)*
|
|
|
|
10.16
|
|
2002 Employee Stock Option Plan. (1)*
|
|
|
|
10.17
|
|
2003 Stock Option Plan. (1)*
|
|
|
|
10.18
|
|
Amendment No. 1 to 2003 Stock Option Plan, dated January 31, 2005. (8)*
|
|
|
|
10.19
|
|
Form of Stock Option Agreement pursuant to the 2003 Stock Option Plan. (8)*
|
10.20
|
|
Amended and Restated 2003 Employees’ Stock Option Plan. (4)*
|
|
|
|
10.21
|
|
2003 Non-Employee Directors’ Stock Option Plan. (1)*
|
|
|
|
10.22
|
|
2003 Non-Employee Directors’ Stock Option Plan, as amended and restated. (4)*
|
|
|
|
10.23
|
|
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)*
|
|
|
|
10.24
|
|
Form of Restricted Stock Unit Agreement pursuant to the 2003 Non-Employee Directors’ Stock Option Plan. (10)*
|
|
|
|
10.25
|
|
Restricted Stock Unit Agreement pursuant to the 2003 Stock Option Plan. (11)*
|
|
|
|
10.26
|
|
Form of Notice of Grant for Restricted Stock Unit. (36)*
|
|
|
|
10.27
|
|
Form of Restricted Stock Unit Agreement. (36)*
|
|
|
|
10.28
|
|
Form of Notice of Grant of Stock Option. (36)*
|
|
|
|
10.29
|
|
Form of Incentive Stock Option Agreement. (36)*
|
|
|
|
10.30
|
|
Form of Non-Qualified Stock Option Agreement. (36)*
|
|
|
|
10.31
|
|
Form of LTI Notice of Grant. (36)*
|
|
|
|
10.32
|
|
Form of LTI Performance Stock Option Agreement pursuant to the 2008 Omnibus Incentive Plan. (36)*
|
|
|
|
10.33
|
|
Form of LTI Performance Stock Unit Agreement pursuant to the 2008 Omnibus Incentive Plan. (36)*
|
|
|
|
10.34
|
|
Non-employee Director Compensation summary. (12)*
|
|
|
|
10.35
|
|
Non-Employee Director Compensation Structure. (17)*
|
|
|
|
10.35.1
|
|
Non-Employee Director Compensation Structure.*
|
|
|
|
10.36
|
|
2012 - 2014 Long-Term Incentive (LTI) Plan. (44)*
|
|
|
|
10.37
|
|
2012 - 2014 Short Term Incentive (STI) Plan, as revised.*
|
|
|
|
10.38
|
|
2015 Long-Term Incentive (LTI) Plan. (45)*
|
|
|
|
10.39
|
|
2015 Short-Term Incentive (STI) Plan. (45)*
|
|
|
|
10.40
|
|
2016 Long-Term Incentive (LTI) Plan.*
|
|
|
|
10.41
|
|
2016 Short-Term Incentive (STI) Plan.*
|
|
|
|
10.42
|
|
2008 Omnibus Incentive Plan, as amended May 4, 2010. (26)*
|
|
|
|
10.43
|
|
Executive Change in Control Severance Agreement. (13)
|
|
|
|
10.43.1
|
|
Form of Amendment to Executive Change in Control Agreement. (34)
|
|
|
|
10.45
|
|
Offer Letter, dated September 28, 2014, by and among Advanced Energy Industries, Inc. and Yuval Wasserman. (39)
|
|
|
|
10.46
|
|
Executive Change in Control Agreement, dated April 28, 2011, by and among Advanced Energy Industries Inc. and Thomas O. McGimpsey. (31)
|
|
|
|
10.47
|
|
Executive Change in Control Agreement, dated September 30, 2014, by and among Advanced Energy Industries, Inc. and Yuval Wasserman. (39)
|
|
|
|
10.48
|
|
Relocation Agreement, dated August 5, 2013, by and among Advanced Energy Industries, Inc. and Yuval Wasserman. (19)
|
|
|
|
10.49
|
|
Executive Separation Agreement and Release of all Claims, dated May 5, 2014, by and between Advanced Energy Industries, Inc. and Gordon Tredger. (37)
|
|
|
|
10.50
|
|
Executive Transition and Separation Agreement, dated May 31, 2014, by and between Advanced Energy Industries, Inc. and Garry Rogerson. (38)
|
|
|
|
10.51
|
|
Executive Transition and Separation Agreement, dated November 17, 2014, by and between Advanced Energy Industries, Inc. and Danny C. Herron. (40)
|
|
|
|
10.52
|
|
Offer Letter to Thomas Liguori dated April 8, 2015. (41)
|
|
|
|
10.53
|
|
Executive Change in Control Agreement, dated May 18, 2015, by and among Advanced Energy Industries, Inc. and Thomas Liguori. (41)
|
|
|
|
10.54
|
|
Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials Inc. dated August 29, 2005. (16)+
|
|
|
|
10.55
|
|
Shipping Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials Inc. dated August 29, 2005. (16)+
|
|
|
|
10.56
|
|
Bridge Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials Inc. dated January 26, 2011. (30)+
|
|
|
|
10.57
|
|
Sale and Purchase Agreement by and among Advanced Energy Industries, Inc., Blitz S13-103 GmbH, Jolaos Verwaltungs GmbH and Prettl Beteiligungs Holdings, GmbH, dated as of April 8, 2013. (35)
|
|
|
|
10.58
|
|
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. (33)
|
|
|
|
10.59
|
|
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)
|
|
|
|
10.60
|
|
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. (34)
|
|
|
|
10.61
|
|
Wells Fargo Credit Facility Amendment dated September 24, 2015. (42)
|
|
|
|
10.62
|
|
Fixed Dollar Accelerated Share Repurchase Transaction, dated November 6, 2015, between Advanced Energy Industries, Inc. and Morgan Stanley & Co. LLC. (43)
|
14.1
|
|
Code of Ethical Conduct, as revised.
|
|
|
|
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.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
Attached as Exhibit 101 to this report are the following materials from Advanced Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) the Notes to the Consolidated Financial Statements.
|
(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.
|
(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 April 4, 2008.
|
(19)
|
Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-26966), filed August 6, 2013.
|
(20)
|
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.
|
(21)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed December 14, 2009.
|
(22)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed April 23, 2010.
|
(23)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed May 7, 2010.
|
(24)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed August 16, 2010.
|
(25)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966), filed August 20, 2010.
|
(26)
|
Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-26966), filed March 2, 2011.
|
(27)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966), filed December 29, 2011.
|
(28)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966), filed August 2, 2011.
|
(29)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966), filed August 4, 2011.
|
(30)
|
Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-26966), filed May 6, 2011.
|
(31)
|
Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-26966) filed March 2, 2012.
|
(32)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966) filed April 30, 2012.
|
(33)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966) filed October 15, 2012.
|
(34)
|
Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-26966) filed March 6, 2013.
|
(35)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966) filed April 11, 2013.
|
(36)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966) filed May 10, 2013.
|
(37)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966) filed May 5, 2014.
|
(38)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966) filed June 2, 2014.
|
(39)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966) filed October 1, 2014.
|
(40)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966) filed November 18, 2014.
|
(41)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966) filed April 16, 2015.
|
(42)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-26966) filed November 5, 2015.
|
(43)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26966) filed November 6, 2015.
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(44)
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Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-26966), filed March 6, 2013.
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(45)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-26966) filed May 6, 2015.
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(46)
|
Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-26966) filed April 30, 2013.
|
*
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Compensation Plan
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+
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Confidential treatment has been granted for portions of this agreement.
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Signatures
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Title
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Date
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/s/ Yuval Wasserman
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Chief Executive Officer and Director
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February 23, 2017
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Yuval Wasserman
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/s/ Thomas Liguori
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Executive Vice President and Chief Financial Officer
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February 23, 2017
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Thomas Liguori
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/s/ Grant H. Beard
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Chairman of the Board
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February 23, 2017
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Grant H. Beard
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/s/ Frederick A. Ball
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Director
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February 23, 2017
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Frederick A. Ball
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/s/ Ronald C. Foster
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Director
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February 23, 2017
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Ronald C. Foster
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/s/ Edward C. Grady
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Director
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February 23, 2017
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Edward C. Grady
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/s/ Thomas M. Rohrs
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Director
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February 23, 2017
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Thomas M. Rohrs
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/s/ John A. Roush
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Director
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February 23, 2017
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John A. Roush
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•
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$45,000 annual retainer paid in equal quarterly installments in July, October, February, and April;
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•
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An additional $50,000 annual retainer for the Chair of the Board, paid in equal quarterly installments in July, October, February, and April;
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•
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Annual retainer fees of $26,000, $15,000 and $10,000 for the chairs of the Audit and Finance, Compensation, and Nominating and Governance Committees, respectively;
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•
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Annual retainer fees of $13,000, $7,500, and $5,000 for committee members of the Audit and Finance, Compensation and Nominating and Governance Committees, respectively.
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•
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10,000 restricted stock units to each non-employee director upon initial election or appointment to the Board, which units vest as to 25% of the underlying shares on each annual anniversary of the grant date until fully vested on the fourth anniversary of the grant date; and
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•
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8,000 restricted stock units annually to each non-employee director on the date of his re-election at the Annual Meeting, which units vest as to 100% of the underlying shares on the anniversary of the grant date.
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Name
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Jurisdiction of Incorporation or Organization
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Advanced Energy Japan K.K
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Japan
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Advanced Energy Industries U.K. Limited
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United Kingdom
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Advanced Energy Industries GmbH
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Germany
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Advanced Energy Taiwan, Ltd.
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Taiwan
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Advanced Energy Industries, Inc., Shanghai
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China
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Advanced Energy Industries (Shenzhen) Co., Ltd. (manufacturing)
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China
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AEI International Holdings CV
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Netherlands
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AE Korea, Ltd.
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South Korea
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AEI Korea Services, Ltd.
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South Korea
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Tamio Limited
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Hong Kong
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Advanced Energy Industries
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China
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Wankia Limited
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Hong Kong
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Advanced Energy Industries Limited
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Hong Kong
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Fuyogo Limited
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Hong Kong
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AEI Canada, Inc.
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Canada
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Advanced Energy Singapore, Pte. Ltd.
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Singapore
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Advanced Energy Services Pte. Ltd.
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Singapore
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AE Solar Energy, Inc.
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Oregon
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Sekidenko, Inc.
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Washington
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AEI US Subsidiary, Inc.
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Delaware
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AEI Holdings, GmbH
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Germany
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AEI Power GmbH
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Germany
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AEI Power India Pvt. Ltd.
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India
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HV Investments Ltd. U.K.
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United Kingdom
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Ascent Investments Ltd. U.K.
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United Kingdom
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Melbourne Group Ltd. U.K.
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United Kingdom
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HiTek Power Ltd. U.K.
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United Kingdom
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HiTek Power GmbH
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Germany
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UltraVolt Group, Inc.
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Delaware
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UltraVolt, Inc.
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New York
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Solvix GmbH
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Switzerland
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Solvix LLC
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Colorado
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AEI Finance Verwaltungs GmbH
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Germany
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AEI Finance GmbH & Co., KG
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Germany
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AE Precision Power Products Pvt. Ltd.
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|
India
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AEI Finance Ltd.
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|
Hong Kong
|
Advanced Energy Xi'an Co. Ltd.
|
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China
|
1.
|
I have reviewed this annual report on Form 10-K for the period ended
December 31, 2016
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;
|
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.
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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;
|
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
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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.
|
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.
|
|
|
|
|
|
|
|
|
||
|
/s/ Yuval Wasserman
|
|
||
|
Yuval Wasserman
|
|
||
|
Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K for the period ended
December 31, 2016
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;
|
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.
|
|
|
|
|
|
|
|
|
||
|
/s/ Thomas Liguori
|
|
||
|
Thomas Liguori
|
|
||
|
Executive Vice President & 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.
|
|
|
|
|
|
|
|
|
||
|
/s/ Yuval Wasserman
|
|
||
|
Yuval Wasserman
|
|
||
|
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/ Thomas Liguori
|
|
||
|
Thomas Liguori
|
|
||
|
Executive Vice President & Chief Financial Officer
|
|||
|