What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-24 compared with 2020-03-02 · 15 added, 52 removed, 24 unchanged (74% of the section changed)

1 unchanged sentence

Principal Market

Our common stock is listed on the NASDAQ Global Select Market under the symbol “AEIS.” At February 28, 2020, the number of common stockholders of record was 303.

Our common stock is listed on the NASDAQ Global Select Market under the symbol "AEIS."

On January 31, 2021, the number of common stockholders of record was approximately 300.

Dividend Policy

We have not declared or paid any cash dividends on our capital stock in our history as a public company.

We currently intend to retain all future earnings to finance our business or make stock repurchases and do not anticipate paying cash or other dividends on our common stock in the foreseeable future.

However, on December 15, 2020, our Board of Directors ("the Board") approved the initiation of a cash dividend program under which we intend to pay a regular quarterly dividend of $0.10 per share, starting in the first quarter of 2021.

On February 1, 2021, the Board declared a quarterly dividend of $0.10 per share payable to shareholders of record as of February 22, 2021.

Future dividend payments are subject to approval by the Board.

Purchases of Equity Securities by the Issuer

In September 2015, our Board of Directors (the “Board”) authorized a program to repurchase up to $150.0 million of our stock over a thirty-month period.

In September 2015, the Board authorized a program to repurchase up to $150.0 million of our stock over a thirty-month period.

In November 2017, the Board approved an extension of the share repurchase program to December 2019 from its original maturity of March 2018.

2 unchanged sentences

As of December 31, 2020, the Company was authorized to repurchase shares of the Company’s common stock of up to a total of $38.4 million.

The following table summarizes the stock repurchase activity for the three months ended December 31, 2019 (in thousands, except per share amounts):

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

The following table summarizes the stock repurchase activity for the three months ended December 31, 2020 (in thousands, except per share amount):

Part of Publicly Announced

(in thousands, except per share amount)

October 1, 2020 - October 31, 2020

6 unchanged sentences

Performance Graph

The performance graph below shows the five-year cumulative total stockholder return on our common stock during the period from December 31, 2014 through December 31, 2019.

This is compared with the cumulative total

return of the NASDAQ Composite Index and the Philadelphia Semiconductor Index (PHLX) over the same period.

The comparison assumes $100 was invested on December 31, 2014 in Advanced Energy common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any.

The performance graph below shows the five-year cumulative total stockholder return on our common stock in comparison with various other indices during the period from December 31, 2015 through December 31, 2020.

The comparison assumes $100 was invested on December 31, 2015 in Advanced Energy common stock and in each of the indices and assumes reinvestment of dividends, if any.

Dollar amounts in the graph are rounded to the nearest whole dollar.

The performance shown in the graph represents past performance and should not be considered an indication of future performance.

$100 invested on 12/31/2014 in our stock or index, including reinvestment of dividends.

$100 invested on December 31, 2015 in our stock or index, including reinvestment of dividends.

Indices and our stock performance are calculated on a calendar year-end basis.

1 unchanged sentence

NASDAQ Composite

PHLX Semiconductor

RDG Semiconductor Composite

Information relating to compensation plans under which our equity securities are authorized for issuance is set forth in Part III, Item 12 of this Annual Report on Form 10-K.

Information relating to compensation plans under which our equity securities are authorized for issuance is set forth in Part III, Item 12 "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"

of this Annual Report on Form 10-K.

SELECTED FINANCIAL DATA

The selected Consolidated Statements of Operations and related Consolidated Balance Sheets data were derived from our audited Consolidated Financial Statements.

The information below is not necessarily indicative of results of future operations and should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” of this Form 10-K in order to understand more fully the factors that may affect the comparability of the information presented below (in thousands, except per share amounts):

Years Ended December 31,

Consolidated Statements of Operations Data:

Sales, net (1) (2) (3)

Operating income

Income from continuing operations before income taxes

Income from continuing operations, net of income taxes (4)

Income (loss) from discontinued operations, net of income taxes (5)

Net income (loss)

Income from continuing operations attributable to noncontrolling interest

Net income (loss) attributable to Advanced Energy Industries, Inc.

Earnings per Share:

Continuing Operations:

Basic earnings per share

Diluted earnings per share

Discontinued Operations:

Basic earnings (loss) per share

Diluted earnings (loss) per share

Net Income (Loss):

Basic earnings (loss) per share

Diluted earnings (loss) per share

Basic weighted-average common shares outstanding

Diluted weighted-average common shares outstanding

Consolidated Balance Sheets Data:

Total long-term liabilities

(1) Included in sales for 2019 is $220.3 million related to the acquisition of all outstanding shares of Artesyn as of September 10, 2019.

(2) Included in sales for 2018 is $17.4 million related to the acquisition of all outstanding shares of LumaSense Technologies Holdings, Inc.

as of September 1, 2018 and $21.3 million related to the acquisition of all the outstanding shares of Trek Holding Co.

Ltd as of February 2, 2018 and the acquisition of the electrostatic technology and product line from Monroe Electronics, Inc as of May 1, 2018.

(3) Included in sales for 2017 is $7.6 million related to the acquisition of all the outstanding shares of Excelsys Holding Ltd.

as of July 1, 2017.

(4) We recognized tax expense of $5.7 million, or $0.14 per diluted share, and $72.9 million, or $1.81 per diluted share, for 2018 and 2017, respectively, associated with the impacts of the enactment of the U.S.

Tax Cuts and Jobs Act legislation in December 2017.

We recognized a tax benefit of $33.8 million, or $0.84 per diluted share, in 2017 related to the continued wind down of our solar inverter business which was discontinued in 2015.

(5) In 2015, we discontinued the development, sales and distribution of our solar inverter product line.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity