ACQUISITION

12 Months Ended

Dec. 31, 2024

ACQUISITION

ACQUISITION

NOTE 2.           ACQUISITION

On June 20, 2024, we acquired 100% of the issued and outstanding shares of capital stock of Airity Technologies, Inc. (“Airity”). We accounted for this transaction as a business combination. 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.

The following table summarizes the consideration paid:

	Consideration
	(in thousands)
Cash paid at closing	$	14,301
Advanced Energy common stock		4,463
Settlement of payables		(654)
Indemnity holdback payable on the one-year anniversary		1,500
Total fair value of purchase consideration	$	19,610

We allocated the purchase price consideration to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess allocated to goodwill. The following represents the final purchase price allocation.

	Fair Value
	(in thousands)
Cash	$	539
Current assets and liabilities, net		457
Property and equipment		42
Deferred tax liability		(1,748)
Intangible assets		4,200
Goodwill (not deductible for tax purposes)		16,120
Total fair value of net assets acquired	$	19,610

We included Airity’s results of operations in our consolidated financial statements from the date of acquisition, which were not material.

In connection with the acquisition, we entered into agreements with certain former Airity employees. On the closing date, these individuals received a total of 0.1 million shares of Advanced Energy common stock valued at $15.6 million based on the June 20, 2024 closing price, of which $4.5 million was allocated to purchase consideration and $11.1 million will be future compensation. We will record the $11.1 million as stock-based compensation expense over the three-year expected vesting period. See Note 16. Stock-based Compensation.