What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-18 compared with 2024-02-20 · 143 added, 189 removed, 180 unchanged (65% of the section changed)

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Within this segment, our products are sold into the Semiconductor Equipment, Industrial and Medical, Data Center Computing, and Telecom and Networking markets.

On April 25, 2022, we acquired 100% of the issued and outstanding shares of capital stock of SL Power, which is based in Calabasas, California.

The results of operations of SL Power are included in our consolidated results from the acquisition date forward.

This acquisition added complementary products to Advanced Energy’s medical power offerings and extends our presence in several advanced industrial markets.

Acquisitions in Part II, Item 8 “Financial Statements and Supplementary Data.”

On June 20, 2024, we acquired Airity Technologies, Inc.

This acquisition added high voltage power conversion technologies and products, broadening our range of targeted applications within the Semiconductor Equipment and Industrial and Medical markets.

Acquisition in Part II, Item 8 “Financial Statements and Supplementary Data.”

Business Environment and Trends

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For the year ended December 31, 2024, our revenue was $1,482.0 million, representing a decline of 10.5% as compared to 2023.

The decline was attributable to lower revenue from our Semiconductor Equipment and Data Center Computing markets, both of which experienced a reduced demand environment starting in the fourth quarter 2022 and continued into 2023.

These declines were partially offset by higher revenues in the Industrial and Medical and Telecom and Networking markets, as improved supply of critical components during 2023 enabled us to fulfill demand and reduce backlog for our products.

The decline was attributable to lower revenue from our Industrial and Medical and Telecom and Networking markets due to customer inventory rebalancing, resulting in a lower demand environment.

These declines were partially offset by higher revenues in the Semiconductor Equipment market, from the 2023 trough level, and growing AI-related demand in the Data Center Computing market.

For more details on the trends in our end markets, see “End Markets Summary and Trends” elsewhere in this Item 7.

In 2023, we reported higher operating expenses of $478.7 million, primarily attributable to $27.0 million of charges related to our restructuring initiatives which are focused on optimizing manufacturing, support operations and to a lesser extent a general workforce reduction to align to our revenue levels.

These actions should largely be complete in 2024 and are expected to enable a more efficient and cost-effective operating structure.

Although we experienced a challenging demand environment related to our revenue, we achieved $212.9 million cash flow from continuing operating activities as we managed our working capital and core spending levels, resulting in a $25.4 million increase in cash flow from operating activities compared to 2022.

On September 12, 2023, we completed a private, unregistered offering of $575.0 million aggregate principal amount 2.50% convertible senior notes (“Convertible Notes”) and received net proceeds of approximately $561.1 million after the discount for the initial purchasers’ fees.

We intend to use the net proceeds to fund future growth, which

may include strategic acquisitions, opportunistically repay existing outstanding indebtedness, repurchase our common stock, or general corporate purposes.

In 2024, we reported higher operating expenses of $492.7 million, an increase of $14.0 million primarily attributable to higher stock-based compensation expense, higher research and development (“R&D”) program costs, higher restructuring charges from initiatives focused on optimizing manufacturing and support operations, partially offset by a general workforce reduction to align to our revenue levels.

The restructuring actions should largely be completed in 2026 and are expected to enable a more efficient and cost-effective operating structure.

In the third quarter of 2024, we approved further manufacturing consolidation initiatives, including the closure of our Zhongshan, China manufacturing facility.

In connection with the 2024 Plan, we recorded a $29.6 million charge primarily associated with expected employment-related charges and facility exit costs.

Restructuring, Asset Impairments, and Other Charges in Part II, Item 8 “Financial Statements and Supplementary Data.”

In the third quarter of 2024, we entered into an amendment to the Credit Agreement to increase the capacity on the Revolving Facility from $200.0 million to $600.0 million.

This amendment was in connection with the concurrent prepayment, using existing cash on hand, of the full $345.0 million outstanding principal balance under our Term Loan Facility.

Long-Term Debt in Part II, Item 8 “ Financial Statements and Supplementary Data ” and Liquidity and Capital Resources below.

Concurrent with the Convertible Notes issuance, we repurchased 0.4 million shares of common stock for $40.1 million and entered into hedge and warrant contracts with respect to our common stock (see Note 5.

Stockholders’ Equity and Earnings Per Share and Note 18.

Long-Term Debt in Part II, Item 8 “ Financial Statements and Supplementary Data ”).

During 2024, we continued progress on a new factory near Bangkok, Thailand, which we expect to be operational in 2026.

End Markets Summary and Trends

As further described below, the demand environment in each of our markets is impacted by macroeconomic conditions, various market trends, customer buying patterns, design wins, and other factors.

Entering 2024, although we are experiencing a lower demand environment, we continue to believe that the long-term market growth drivers support our long-term strategy, research and development efforts, and capital investments.

However, in the short-term it is unclear how the macroeconomic conditions, including higher interest rates impacting end customer’s capital investment and potential macroeconomic weakness, will affect our customer demand and revenue.

The demand environment in each of our markets is impacted by macroeconomic conditions, various market trends, customer buying patterns, design wins, and other factors.

Although we are currently experiencing a lower demand environment in certain markets, we continue to believe that the long-term market growth drivers support our long-term strategy, research and development efforts, and capital investments.

However, in the short-term it is unclear how certain macroeconomic conditions, including the effect of higher interest rates impacting end customers’ capital investment, the timing of inventory digestion, and customer buying patterns, will affect customer demand and our revenue.

Semiconductor Equipment Market

Beginning in the fourth quarter of 2022, the Semiconductor Equipment market entered a downturn due to a combination of unfavorable macroeconomic conditions, overcapacity in the market for memory devices, prolonged weakness in demand for consumer electronics, general semiconductor inventory consumption resulting in falling manufacturing utilization, and new U.S.

export restrictions to China for certain semiconductor equipment.

During 2023, these factors continued to impact our revenue, but we were able to partially offset the market weakness by growing revenues in areas such as high voltage and service.

Entering 2024, we expect the factors driving the market downturn to continue in the near-term.

As mentioned above, we believe the long-term growth drivers for demand in this market will resume, due to the need for more manufacturing capacity to support growing demand for semiconductor devices and the related capital equipment.

The Semiconductor Equipment market appears to be slowly recovering from a cyclical downturn, which bottomed in 2023.

Demand improved in 2024, but a number of external factors continue to limit the market recovery, including unfavorable macroeconomic conditions, prolonged weak demand for consumer electronics, low fab utilization, and U.S.

export restrictions to China.

We continue to believe the long-term growth drivers will support cyclical growth for this market.

Growth drivers include more manufacturing capacity needed to support increasing demand for semiconductor devices, increasing etch and deposition process steps with new technology inflections, and the transition to advanced technology nodes requiring higher content of advanced power solutions per tool.

In addition, we believe our investment in new products can enable market share gains resulting in higher than market growth.

Industrial and Medical Market

We delivered record revenue in the Industrial and Medical market in 2023.

The year started with strong demand driven by customer investments in production capacity.

In addition, increased supply of critical components allowed us to fulfill the higher level of customer demand and drove the record quarterly revenues in both the first and second quarter of 2023.

However, in the second half of 2023 we began to see lower demand in this market largely driven by macroeconomic factors, including higher interest rates, which has adversely impacted end customer’s capital investment.

Entering 2024, we expect weaker macroeconomics condition to continue to impact our revenue in the near-term.

Beginning in the second half of 2023, the impact of weaker macroeconomic conditions started to lower demand for our products in the Industrial and Medical market.

In addition, in the previous two years, many customers built inventories of our products following the supply chain disruption and extended lead times.

As lead times normalized in 2024, customers rebalanced their elevated inventory levels resulting in further decline in revenue.

We expect these factors will continue to limit our revenue in the near term but believe that growth will return to this market after customer inventories return to normal levels and end markets recover.

Data Center Computing Market

As compared to revenue levels exiting 2022, in the first half of 2023, we saw reduced revenues in the Data Center Computing market due to slowing demand in the enterprise server and storage market as customers delayed investments.

Increased demand for high end computing applications, such as artificial intelligence, from some of our customers led to increased revenue in the second half of 2023.

These investments can have disparate cycles, and it is not clear how quickly our enterprise server and storage customers will return to their historical level of investments.

Revenue in the Data Center Computing market was weak in the first quarter of 2024 driven by reduced investments by our hyperscale customers, lower demand for enterprise systems, and the timing of large customer orders.

Starting in the second quarter of 2024, demand rebounded driven by accelerated investments in AI and customers starting to ramp new generations of high power solutions, resulting in revenue growth in 2024.

We expect these factors will continue to support strong demand for the next few quarters.

Telecom and Networking Market

During the period, substantially improved supply of critical components allowed us to largely fulfill outstanding demand from the prior year and drove strong revenue growth in the Telecom and Networking market as compared to

However, leading companies in this market have reported end user weakness, and we expect and plan for a slower demand environment in 2024.

In 2023, improved supply of critical components drove a meaningful increase in revenue, which more than offset weakening market conditions in the Telecom and Networking market.

End demand further weakened during 2024.

In addition, customers rebalanced their elevated inventory levels as lead times normalized, resulting in a further decline in our revenue.

We expect the current market conditions to continue for several quarters.

Results of Continuing Operations

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GAAP is provided below.

The following table summarizes our Consolidated Statements of Operations and as a percentage of revenue (in thousands):

Year Ended December 31,

The following table summarizes our Consolidated Statements of Operations and as a percentage of revenue:

Years Ended December 31,

Change 2024 v.

(in thousands)

Operating expenses

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Income from continuing operations, before income tax

Income tax provision (benefit)

Income tax benefit

Income from continuing operations

The following tables summarize net revenue and percentages of revenue by markets (in thousands):

Year Ended December 31,

Change 2023 v.

Semiconductor Equipment

Industrial and Medical

Data Center Computing

Telecom and Networking

Total revenue decreased from the same period in the prior year due to market downturns in the Semiconductor Equipment and Data Center Computing markets, which were partially offset by revenue increases in the Industrial and Medical and the Telecom and Networking markets driven by improved supply of certain components.

Backlog represents outstanding orders for products we expect to deliver within the next 12 months.

As of December 31, 2023, our backlog was $406.8 million, which represents a decrease of $468.5 million or 53.5% compared to the $875.3 million balance as of December 31, 2022.

Backlog levels have historically averaged less than one quarter of revenue.

However, during the supply chain shortages backlog increased substantially due to long lead times.

Backlog at the end of 2023 returned to a normalized level and decreased from the end of 2022 primarily due to shorter lead times of our products, allowing some of our customers to substantially reduce placing orders for products that we have resumed stocking in customer-specific hubs or for targeted delivery beyond six months.

Backlog at any particular date is not necessarily indicative of actual revenue which may be generated for any succeeding period.

In addition, there is uncertainty of the timing of when backlog can convert into revenue, and our customers can cancel, change, or delay product purchase commitments with little or no notice.

Revenue by Market

Year Ended December 31,

The following tables summarize net revenue and percentages of revenue by markets:

Years Ended December 31,

Change 2024 v.

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Semiconductor Equipment

The decrease in Semiconductor Equipment revenue was primarily due to a cyclical downturn in the semiconductor industry and the U.S.

export controls restricting shipments of equipment to Chinese semiconductor customers.

The revenue decline was partially mitigated by strong service revenues and growth in certain applications, such as high voltage power supplies.

Year Ended December 31,

Change 2023 v.

(in thousands)

Industrial and Medical

The increase in Industrial and Medical revenue was primarily due to improved materials availability, relatively stable demand for our portfolio of products in the first half of the year, and incremental revenues on new design wins.

Year Ended December 31,

Change 2023 v.

(in thousands)

Data Center Computing

The decrease in Data Center Computing revenue was due to the cyclical downturn in the data center server and storage market, partially offset by increased demand for advanced computing applications by some customers.

Year Ended December 31,

Change 2023 v.

(in thousands)

Telecom and Networking

The increase in Telecom and Networking revenue was due to substantially improved material availability, allowing us to largely fulfill outstanding demand from the prior year.

Total revenue decreased from the same period in the prior year due primarily to lower end demand and customer inventory rebalancing, resulting in lower demand in our Industrial and Medical and Telecom and Networking markets.

The Semiconductor Equipment market modestly recovered from the cyclical trough in 2023, and revenue in the Data Center Computing market grew as hyperscale customers increased investments in AI.

Revenue by Market

Sales in the Semiconductor Equipment market increased $48.8 million, or 6.6%, to $792.6 million, as compared to $743.8 million in the prior year.

The increase was primarily due to improved demand as we emerge from the cyclical trough in 2023.

Sales in the Industrial and Medical market decreased $158.3 million, or 33.4%, to $316.2 million, as compared to $474.4 million in the prior year.

After a record year in 2023, the decrease was primarily due to lower end demand and customers working down their elevated inventories on shortened lead times following the supply chain disruption.

Sales in the Data Center Computing market increased $34.3 million, or 13.7%, to $284.2 million, as compared to $249.9 million in the prior year.

The increase was due to accelerated hyperscale investments in AI and growing adoption of next generation high power solutions.

Sales in the Telecom and Networking market decreased $98.6 million, or 52.5%, to $89.1 million as compared to $187.7 million in the prior year.

The decrease was due to the prior year benefiting from the improved supply of critical components.

This enabled fulfillment of outstanding orders in 2023, which did not continue in 2024.

In addition, we experienced a slow demand environment and inventory rebalancing at many of our customers, which we expect to continue.

Gross Profit and Gross Margin

Year Ended December 31,

Years Ended December 31,

Change 2024 v.

(in thousands)

The decrease in gross profit as a percentage of revenue was largely due to the decline in revenue, unfavorable product mix, and higher operating costs based on investments made in 2023, partially offset by lower premiums and related recoveries for securing critical parts.

Gross margin percentage declined year over year primarily due to unfavorable product mix.

This decline was partially offset by lower premiums paid to brokers for scarce parts.

Premium recoveries generate revenue but no gross profit.

As a result, they are dilutive to our gross margin.

Premium recoveries impacted gross margins by approximately 35 basis points in the current year, compared to approximately 140 basis points in the prior period.

Additionally, when including higher material costs not recovered, gross margin was impacted by approximately 70 basis points in the current year, compared to approximately 200 basis points in the prior period.

We expect that the amount of higher material costs and related recoveries will abate as the supply chain normalizes and scarce parts become more available from original manufacturers.

The decrease in gross profit was largely due to the decline in revenue, partially offset by reduction in manufacturing expenses.

Gross margin declined mainly due to the impact of lower volume, largely offset by lower manufacturing, material, and other costs of 170 basis points and favorable mix of 150 basis points.

Operating Expenses

The following table summarizes our operating expenses (in thousands) and as a percentage of revenue:

The following table summarizes our operating expenses:

Years Ended December 31,

Change 2024 v.

(in thousands)

Research and development

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Research and Development

Year Ended December 31,

Change 2023 v.

(in thousands)

Research and development

The increase in research and development was primarily driven by increased headcount and compensation costs of $9.0 million, which was partially due to the SL Power acquisition.

In addition, during 2023, we incurred $2.2 million in higher program and material costs as we invested in new programs to maintain and increase our technological leadership and provide solutions to our customers’ evolving needs.

Selling, General and Administrative

Year Ended December 31,

Change 2023 v.

(in thousands)

Research and development expenses increased $9.4 million to $211.8 million, as compared to $202.4 million in the prior year.

The increase is related to higher stock-based compensation expense as well as higher program and materials costs compared to the prior year.

This was partially offset by lower variable compensation.

Selling, General and Administrative

The increase in selling, general, and administrative was primarily related to higher stock-based compensation cost and the addition of SL Power, partially offset by lower employee variable compensation expense.

Amortization of Intangible Assets

Year Ended December 31,

Change 2023 v.

(in thousands)

Selling, general and administrative expenses increased $3.5 million to $224.5 million, as compared to $221.0 million in the prior year.

The increase is primarily driven by higher stock-based compensation expense, partially offset by actions taken to control costs, including headcount reduction and lower variable compensation.

Amortization of Intangible Assets

The increase in amortization was primarily driven by incremental amortization of acquired intangible assets from the SL Power acquisition.

Amortization expense decreased $2.2 million to $26.0 million, as compared to $28.3 million in the prior year.

Certain intangible assets reached the end of their estimated useful life in the current year.

This was partially offset by amortization of intangible assets acquired in the Airity acquisition.

For additional information, see Note 2.

Acquisitions and Note 11.

Acquisition and Note 11.

Intangible Assets and Goodwill in Part II, Item 8 “Financial Statements and Supplementary Data.”

Restructuring, Asset Impairments and Other Charges

Year Ended December 31,

Change 2023 v.

(in thousands)

Restructuring, asset impairments, and other charges

The increase is primarily driven by the initiation of 2023 Plan for which we incurred charges of $27.0 million in 2023.

We have several restructuring plans in process, including the following:

In 2023, we approved a plan intended to optimize and consolidate our manufacturing operations and functional support groups as well as a general reduction-in-force to align to our expenses to revenue levels (the “2023 Plan”).

We expect additional charges of $1.0 million to $2.0 million to be incurred in future periods through the second quarter of 2025.

We anticipate the 2023 Plan will be substantially completed by the end of 2024, with the final activities concluding by June 2025.

This plan was approved to further improve our operating efficiencies and drive the realization of synergies from our business combinations by consolidating our operations, optimizing our factory footprint, including moving certain production into our higher volume factories, reducing redundancies, and lowering our cost structure.

We anticipate the 2022 Plan will be substantially completed by the end of 2024.

For additional information, see Note 12.

In the third quarter of 2024, we approved further manufacturing consolidation initiatives, including the closure of our Zhongshan, China manufacturing facility.

In connection with the 2024 Plan, we recorded a $29.6 million charge primarily associated with expected employment-related charges and facility exit costs.

The amounts incurred as a result of the approved actions are estimates and actual results may differ, which could result in incremental restructuring charges in future periods.

We anticipate the 2024 Plan will be substantially completed by the end of second quarter of 2025, with final activities expected to conclude in 2026.

For additional information about this and prior year restructuring plans, see Note 12.

Restructuring, Asset Impairments, and Other Charges in Part II, Item 8 “Financial Statements and Supplementary Data.”

Interest Income, Interest Expense, and Other Income (Expense), net

Year Ended December 31,

Change 2023 v.

(in thousands)

Interest income

Interest expense

Other income (expense), net

We experienced an increase in interest income on higher cash balances, due in part to proceeds from our issuance of Convertible Notes in the third quarter of 2023, ability to concentrate cash in investment accounts, and higher short term interest rates.

We experienced an increase in interest expense due to a higher interest rate on the portion of our Term Loan Facility subject to a variable interest rate and the issuance of our Convertible Notes.

The interest rate swap contracts expire on September 10, 2024.

After that date, the entire balance of our Term Loan Facility will be subject to a variable interest rate.

In addition, should we have future borrowings under our Revolving Facility, those borrowings would be subject to a variable rate.

Other income (expense), net consists primarily of foreign exchange gains and losses, gains and losses on sales of fixed assets, and other miscellaneous items.

The decrease in income between periods was primarily a result of lower unrealized foreign exchange gains and a gain in 2022 from the sale of intellectual property from a previous acquisition that did not recur in 2023.

We experienced an increase in interest income on higher cash balances, due in part to proceeds from the issuance of the Convertible Notes in the third quarter of 2023, our ability to concentrate cash in investment accounts, and higher short term market interest rates.

Interest expense increased due to interest associated with the Convertible Notes and a higher interest rate on the portion of our Term Loan Facility subject to a variable interest rate.

We prepaid in full the Term Loan Facility on September 9, 2024, and the interest rate swap contracts expired on September 10, 2024.

Should we have future borrowings under our Term Loan Facility or Revolving Facility, those borrowings would be subject to a variable rate.

Other expense, net was $2.0 million in 2024, as compared to $1.8 million of expense in the prior year.

Other expense, net consists primarily of foreign exchange gains and losses and other miscellaneous items.

We had unrealized foreign exchange losses during the year 2024 compared to unrealized gains in the prior year.

Additionally, in 2024, we incurred costs associated with foreign currency translation adjustments related to liquidated foreign operations and debt discount and fees associated with our Term Loan Facility prepayment.

There were no such costs during the same periods in the prior year.

Long-Term Debt in Part II, Item 8 “Financial Statements and Supplementary Data” for information regarding our debt.

Income Tax Provision (Benefit)

The following table summarizes tax provision (benefit) (in thousands) and the effective tax rate for our income from continuing operations:

Income Tax Benefit

The following table summarizes tax benefit and the effective tax rate for our income from continuing operations:

Years Ended December 31,

(in thousands)

Income from continuing operations, before income tax

Income tax provision (benefit)

Income tax benefit

Effective tax rate

Our effective tax rates differ from the U.S.

federal statutory rate of 21% for 2023 and 2022, primarily due to a valuation allowance release for certain deferred tax assets in 2023 and the benefit of earnings in foreign jurisdictions which are subject to lower tax rates, as well as tax credits, partially offset by net U.S.

tax on foreign operations in 2022.

The effective tax rate for 2023 was lower than the same periods in 2022 primarily due to a $25.6 million release of a deferred tax asset valuation allowance in 2023.

federal statutory rate of 21% for the years ended December 31, 2024 and 2023, primarily due to the intercompany transfer of intellectual property among certain of our subsidiaries in 2024 and a valuation allowance release in 2023.

Additionally, both 2024 and 2023 included the benefit of earnings in foreign jurisdictions which are subject to lower tax rates, as well as tax credits, partially offset by net U.S.

tax on foreign operations.

Our future effective income tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles, or interpretations thereof, and the geographic composition of our pre-tax income.

We carefully monitor these factors and adjust our effective income tax rate accordingly.

The Organization for Economic Cooperation and Development is coordinating negotiations among more than 140 countries with the goal of achieving consensus around substantial changes to international tax policies, including the implementation of a minimum global effective tax rate of 15%.

Various countries have implemented the legislation as of January 1, 2024, and we are still evaluating the impact.

As additional jurisdictions enact such legislation, our effective tax rate and cash tax payments could increase in future years.

As of January 1, 2024, the Pillar II minimum global effective tax rate of 15% enacted by the Organization for Economic Cooperation and Development (“OECD”) was effectuated.

More than 140 countries agreed to enact the Pillar II global minimum tax.

However, the timing of the implementation for each country varies.

For the year ended December 31, 2024, we included an estimate of global minimum tax liability as a result of those countries where we conduct business that have adopted Pillar II.

As countries continue to make revisions to their legislation and release additional guidance with respect to the global minimum tax, we continue to determine any potential impact in the countries in which we operate.

The impact of these changes may have a material impact on our cash tax expense and tax rate.

Non-GAAP Results

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In addition, management’s incentive plans include these non-GAAP measures as criteria for achievements.

These non-GAAP measures are not in accordance with U.S.

These non-GAAP measures are not prepared in accordance with U.S.

GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies.

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The non-GAAP results presented below exclude the impact of non-cash related charges, such as stock-based compensation, amortization of intangible assets, and long-term unrealized foreign exchange gains and losses.

In addition, we exclude discontinued operations and other non-recurring items such as acquisition-related costs, facility expansion and related costs, restructuring, asset impairments, and other charges, as they are not indicative of future performance.

In addition, we exclude discontinued operations and other non-recurring items such as acquisition-related costs, facility expansion and related costs, and restructuring expenses, as they are not indicative of future performance.

The tax effect of our non-GAAP adjustments represents the anticipated annual tax rate applied to each non-GAAP adjustment after consideration of their respective book and tax treatments.

In addition, the tax effect also includes a discrete tax benefit associated with the release of a portion of our deferred tax asset valuation allowance.

Finally, non-GAAP results exclude one-time tax benefits and losses associated with changes in our legal entity structure or ownership of certain assets.

Reconciliation of non-GAAP measure

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Years Ended December 31,

operations, excluding certain items (in thousands)

operations, excluding certain items

(in thousands)

Gross profit from continuing operations, as reported

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Reconciliation of non-GAAP measure

Income from continuing operations, excluding certain items

Years Ended December 31,

(in thousands, except per share amounts)

Income from continuing operations, excluding certain items

(in thousands)

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

4 unchanged sentences

Unrealized foreign currency gain

Acquisition-related costs and other included in other income (expense), net

Other costs included in other income (expense), net

Tax effect of non-GAAP adjustments, including certain discrete tax benefits

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Non-GAAP income, net of income tax

Non-GAAP diluted earnings per share

Years Ended December 31,

Weighted-average common shares

(in thousands)

Diluted weighted-average common shares outstanding

Reconciliation of non-GAAP measure

Year Ended December 31,

Years Ended December 31,

Per share earnings excluding certain items

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Liquidity and Capital Resources

Adequate liquidity and cash generation is important to the execution of our strategic initiatives.

Adequate liquidity and cash generation are important to the execution of our strategic initiatives.

Our ability to fund our operations, acquisitions, capital expenditures, and product development efforts may depend on our ability to generate cash from operating activities, which is subject to future operating performance, as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control.

Our primary sources of liquidity continue to be our available cash, investments, cash generated from operations, and available borrowing capacity under the Revolving Facility (defined in Note 18.

Our primary sources of liquidity continue to be our available cash, cash generated from operations, and available borrowing capacity under the Revolving Facility (refer to Note 18.

Long-Term Debt in Part II, Item 8 “Financial Statements and Supplementary Data”).

As of December 31, 2023, our cash and cash equivalents total $1,044.6 million, while our available funding under our Revolving Facility is $200.0 million.

As of December 31, 2024, our cash and cash equivalents totaled $722.1 million, and our available funding under our Revolving Facility is $600.0 million.

Additionally, we generated $132.9 million of cash flow from continuing operations in 2024.

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Our capital expenditures are primarily directed towards manufacturing and operations and can materially influence our available cash for other initiatives.

In addition, we may, depending upon the number or size of additional acquisitions, seek additional debt or equity financing from time to time;

In addition, we may seek additional debt or equity financing from time to time;

however, such additional financing may not be available on acceptable terms, if at all.

On September 12, 2023, we completed a private, unregistered offering of $575.0 million Convertible Notes and received net proceeds of approximately $561.1 million after the discount for the initial purchasers’ fees.

We intend to use the net proceeds to fund future growth, which may include strategic acquisitions, opportunistically repay existing outstanding indebtedness, repurchase our common stock, or general corporate purposes.

The following table summarizes our borrowings (in thousands, except for interest rates).

December 31, 2023

Convertible Notes

Term Loan Facility at fixed interest rate due to interest rate swap

Term Loan Facility at variable interest rate

Total borrowings

The interest rate swap contracts expire on September 10, 2024.

After that date, the entire balance of our Term Loan Facility will be subject to a variable interest rate.

In addition, should we have future borrowings under our Revolving Facility, those borrowings would be subject to a variable rate.

As of December 31, 2023, we had $200.0 million in available funding under the Revolving Facility.

The Term Loan Facility requires quarterly repayments of $5.0 million plus accrued interest, with the remaining balance due in September 2026.

In addition to the available capacity on the Revolving Facility, prior to the maturity date of our Credit Agreement, we may request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $115.0 million.

On September 9, 2024, we used existing cash on hand to prepay the full $345.0 million outstanding principal balance under our Term Loan Facility.

On the same date, we entered into an additional amendment to the Credit Agreement to increase the capacity on the Revolving Facility from $200.0 million to $600.0 million.

As of December 31, 2024, our only outstanding debt is the $575.0 million Convertible Notes, which mature on September 15, 2028 and carry a 2.5% interest rate.

The interest rate swap contracts previously entered into related to the Term Loan Facility expired on September 10, 2024.

Should we have future borrowings under our Term Loan Facility or Revolving Facility, those borrowings would be subject to a variable rate.

As of December 31, 2024, no amounts were outstanding under the Revolving Facility, and we had $600.0 million in available funding.

In addition to the available capacity on the Revolving Facility, prior to the maturity date of the Credit Agreement, we may request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $250.0 million.

Any requested increase is subject to lender approval.

For more information see Note 18 Long-Term Debt in Part II, Item 8 “Financial Statements and Supplementary Data.” For more information on the interest rate swap that fixes the interest rate for a portion of our Term Loan Facility, see Note 7.

Derivative Financial Instruments in Part II, Item 8 “Financial Statements and Supplementary Data.”

During 2023, we paid quarterly cash dividends of $0.10 per share, totaling $15.2 million for the full year.

We currently anticipate that a cash dividend of $0.10 per share will continue to be paid on a quarterly basis, although the declaration of any future cash dividend is at the discretion of the Board and will depend on our financial condition, results of operations, capital requirements, business conditions, and other factors.

For more information see Note 18.

Long-Term Debt in Part II, Item 8 “Financial Statements and Supplementary Data.”

During 2024, we paid quarterly cash dividends of $0.10 per share, totaling $15.4 million.

We currently anticipate that a cash dividend of $0.10 per share will continue to be paid on a quarterly basis, although the declaration of any future cash dividend is at the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, business conditions, and other factors.

Share Repurchases

To repurchase shares of our common stock, we periodically enter into stock repurchase agreements.

To repurchase shares of our common stock, we periodically enter into share repurchase agreements.

The following table summarizes these repurchases:

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Average repurchase price per share

The above table reflects a $40.1 million repurchase of our common stock that was concurrent with the Convertible Notes issuance.

Long-Term Debt in Part II, Item 8 “ Financial Statements and Supplementary Data .” At December 31, 2023, the remaining amount authorized by the Board for future share repurchases was $199.2 million with no time limitation.

A summary of our cash from operating, investing, and financing activities was as follows (in thousands):

At December 31, 2024, the remaining amount authorized by the Board for future share repurchases was $197.4 million with no time limitation.

A summary of our cash from operating, investing, and financing activities was as follows:

Years Ended December 31,

(in thousands)

Net cash from operating activities from continuing operations

Net cash from operating activities from discontinued operations

Net cash used in operating activities from discontinued operations

Net cash from operating activities

Net cash from investing activities

Net cash from financing activities

Net cash used in investing activities

Net cash (used in) from financing activities

Effect of currency translation on cash and cash equivalents

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Net Cash From Operating Activities

Net cash from operating activities from continuing operations was $212.9 million, an increase of $29.2 million, compared to $183.7 million in the prior year.

The increase is primarily due to a favorable decrease in accounts receivable and inventory.

This was partially offset by a decrease in net income driven primarily by slowing market demand.

Net cash from operating activities from continuing operations was $132.9 million, a decrease of $80.0 million, compared to $212.9 million in the prior year.

The decrease was primarily due to lower net income from continuing operations, primarily due to a decline in revenue.

Additionally, during the current year, we had a significant use of cash for inventories due to a strategic inventory buildup.

In addition, we had net cash usage related to accounts payable, accrued expenses, restructuring payments, and other liabilities.

Net Cash From Investing Activities

Net cash used in investing activities in 2023 was $64.8 million, driven by the following:

● $61.0 million in purchases of property and equipment as we invested in our manufacturing footprint and capacity;

● $3.7 million in purchase of long-term investments.

Net cash used in investing activities in 2022 was $208.3 million, driven by the following:

● $149.4 million paid for business combinations;

● $58.9 million in purchases of property and equipment as we invested in our manufacturing footprint and capacity.

Net cash used in investing activities in 2024 was $73.5 million, an increase of $8.7 million, compared to $64.8 million in the prior year.

The increase was primarily due to our acquisition of Airity for $13.8 million and continued capital investments in our Mexico and Thailand manufacturing facilities.

Net Cash From Financing Activities

Net cash provided by financing activities in 2023 was $445.7 million, driven by the following:

● $561.1 million net proceeds from issuance of long-term debt;

● $74.9 million proceeds from sale of warrants;

● $115.0 million payment for purchase of note hedges;

● $40.0 million related to repurchases of our common stock;

● $20.0 million for repayments on long-term borrowing;

● $15.2 million for dividend payments.

The net cash used in financing activities in 2022 was $61.9 million, driven by the following:

● $26.6 million related to repurchases of our common stock;

● $20.0 million for repayment of long-term debt;

● $15.2 million for dividend payments.

Net cash used in financing activities in 2024 was $377.1 million, compared to a cash inflow of $445.7 million in the prior year.

In 2024, we used existing cash on hand to make payments towards our Term Loan Facility for $355.0 million, including $10.0 million in principal payment made in the first half of the year and the September prepayment of the remaining $345.0 million outstanding principal balance, and repurchased common stock for $1.8 million.

We do not have any scheduled debt maturities in the next twelve months.

During 2023, we received $561.1 million net proceeds from the issuance of long-term debt from our Convertible Note.

In conjunction with the Convertible Note issuance, we also received $74.9 million proceeds from sale of warrants and made a $115.0 million payment for purchase of note hedges.

We also repurchased $40.1 million of our common stock.

Critical Accounting Estimates

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The accounting positions described below are significantly affected by critical accounting estimates.

Such accounting positions require significant judgments, assumptions, and estimates to be used in the preparation of the consolidated financial statements.

Actual results could differ materially from the amounts reported based on variability in factors affecting these statements.

Such accounting policies and estimates require significant judgments and assumptions to be used in the preparation of the consolidated financial statements and actual results could differ materially from the amounts reported based on variability in factors affecting these estimates.

We value inventories at the lower of cost or net realizable value, computed on a first-in, first-out basis.

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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 7. Management’s Discussion and Analysis