FSLR Jun11 10q Draft
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
|
| |
[x] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the quarterly period ended June 30, 2011 |
or |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the transition period from to |
Commission file number: 001-33156
` First Solar, Inc.
(Exact name of registrant as specified in its charter)
|
| |
Delaware | 20-4623678 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
350 West Washington Street, Suite 600
Tempe, Arizona 85281
(Address of principal executive offices, including zip code)
(602) 414-9300
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
| | | |
Large accelerated filer [x] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [ ] |
| | (Do not check if a smaller reporting company) | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
As of July 29, 2011, 86,304,748 shares of the registrant’s common stock, $0.001 par value per share, were issued and outstanding.
FIRST SOLAR, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011
TABLE OF CONTENTS
|
| | |
| | Page |
Part I. | Financial Information (Unaudited) | |
Item 1. | Condensed Consolidated Financial Statements: | |
| Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2011 and June 26, 2010 | |
| Condensed Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010 | |
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and June 26, 2010 | |
| Notes to Condensed Consolidated Financial Statements | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |
Item 4. | Controls and Procedures | |
Part II. | Other Information | |
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 5. | Other Information | |
Item 6. | Exhibits | |
Signature | | |
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
FIRST SOLAR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | June 30, 2011 | | June 26, 2010 | | June 30, 2011 | | June 26, 2010 |
Net sales | | $ | 532,774 |
| | $ | 587,854 |
| | $ | 1,100,067 |
| | $ | 1,155,815 |
|
Cost of sales | | 337,976 |
| | 303,660 |
| | 645,604 |
| | 589,585 |
|
Gross profit | | 194,798 |
| | 284,194 |
| | 454,463 |
| | 566,230 |
|
Operating expenses: | | | | | | | | |
Research and development | | 33,102 |
| | 22,836 |
| | 64,453 |
| | 45,724 |
|
Selling, general and administrative | | 86,872 |
| | 78,597 |
| | 173,872 |
| | 145,461 |
|
Production start-up | | 10,294 |
| | 2,288 |
| | 22,225 |
| | 3,431 |
|
Total operating expenses | | 130,268 |
| | 103,721 |
| | 260,550 |
| | 194,616 |
|
Operating income | | 64,530 |
| | 180,473 |
| | 193,913 |
| | 371,614 |
|
Foreign currency gain (loss) | | 1,659 |
| | (2,625 | ) | | 2,609 |
| | (3,321 | ) |
Interest income | | 3,417 |
| | 3,035 |
| | 6,440 |
| | 8,683 |
|
Interest expense, net | | — |
| | (6 | ) | | — |
| | (6 | ) |
Other income (expense), net | | 2,351 |
| | (439 | ) | | 2,002 |
| | (1,173 | ) |
Income before income taxes | | 71,957 |
| | 180,438 |
| | 204,964 |
| | 375,797 |
|
Income tax expense | | 10,819 |
| | 21,395 |
| | 27,858 |
| | 44,409 |
|
Net income | | $ | 61,138 |
| | $ | 159,043 |
| | $ | 177,106 |
| | $ | 331,388 |
|
Net income per share: | | | | | | | | |
Basic | | $ | 0.71 |
| | $ | 1.87 |
| | $ | 2.07 |
| | $ | 3.91 |
|
Diluted | | $ | 0.70 |
| | $ | 1.84 |
| | $ | 2.03 |
| | $ | 3.84 |
|
Weighted-average number of shares used in per share calculations: | | | | | | | | |
Basic | | 86,164 |
| | 84,852 |
| | 85,746 |
| | 84,679 |
|
Diluted | | 87,126 |
| | 86,401 |
| | 87,092 |
| | 86,247 |
|
See accompanying notes to these condensed consolidated financial statements.
FIRST SOLAR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
ASSETS | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 357,477 |
| | $ | 765,689 |
|
Marketable securities and investments | | 106,966 |
| | 167,889 |
|
Accounts receivable trade, net | | 541,977 |
| | 305,537 |
|
Accounts receivable, unbilled | | 63,677 |
| | 1,482 |
|
Inventories | | 322,995 |
| | 195,863 |
|
Balance of systems parts | | 33,656 |
| | 4,579 |
|
Project assets | | 145,379 |
| | — |
|
Deferred tax assets, net | | 3,590 |
| | 388 |
|
Prepaid expenses and other current assets | | 260,514 |
| | 143,033 |
|
Total current assets | | 1,836,231 |
| | 1,584,460 |
|
Property, plant and equipment, net | | 1,727,993 |
| | 1,430,789 |
|
Project assets | | 309,688 |
| | 320,140 |
|
Deferred tax assets, net | | 268,243 |
| | 259,236 |
|
Marketable securities | | 50,996 |
| | 180,271 |
|
Restricted cash and investments | | 174,698 |
| | 86,003 |
|
Goodwill | | 458,808 |
| | 433,288 |
|
Inventories | | 42,713 |
| | 42,728 |
|
Other assets | | 69,862 |
| | 43,488 |
|
Total assets | | $ | 4,939,232 |
| | $ | 4,380,403 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | |
Current liabilities: | | |
| | |
|
Accounts payable | | $ | 189,875 |
| | $ | 82,312 |
|
Income taxes payable | | 36,493 |
| | 16,831 |
|
Accrued expenses | | 242,250 |
| | 244,271 |
|
Current portion of long-term debt | | 28,334 |
| | 26,587 |
|
Other current liabilities | | 94,917 |
| | 99,676 |
|
Total current liabilities | | 591,869 |
| | 469,677 |
|
Accrued solar module collection and recycling liability | | 176,644 |
| | 132,951 |
|
Long-term debt | | 332,492 |
| | 210,804 |
|
Other liabilities | | 156,689 |
| | 112,026 |
|
Total liabilities | | 1,257,694 |
| | 925,458 |
|
Stockholders’ equity: | | | | |
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 86,290,962 and 85,843,511 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively | | 86 |
| | 86 |
|
Additional paid-in capital | | 1,878,429 |
| | 1,815,420 |
|
Contingent consideration | | — |
| | 1,118 |
|
Accumulated earnings | | 1,842,670 |
| | 1,665,564 |
|
Accumulated other comprehensive loss | | (39,647 | ) | | (27,243 | ) |
Total stockholders’ equity | | 3,681,538 |
| | 3,454,945 |
|
Total liabilities and stockholders’ equity | | $ | 4,939,232 |
| | $ | 4,380,403 |
|
See accompanying notes to these condensed consolidated financial statements.
FIRST SOLAR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
| | | | | | | | |
| | Six Months Ended |
| | June 30, 2011 | | June 26, 2010 |
Cash flows from operating activities: | | | | |
Cash received from customers | | $ | 798,159 |
| | $ | 955,086 |
|
Cash paid to suppliers and associates | | (1,005,181 | ) | | (824,407 | ) |
Interest received | | 6,742 |
| | 12,560 |
|
Interest paid | | (3,119 | ) | | (2,551 | ) |
Income taxes paid, net of refunds | | (25,643 | ) | | (31,712 | ) |
Excess tax benefit from share-based compensation arrangements | | (16,497 | ) | | — |
|
Other operating activities | | (1,296 | ) | | (1,376 | ) |
Net cash (used in) provided by operating activities | | (246,835 | ) | | 107,600 |
|
Cash flows from investing activities: | | | | |
Purchases of property, plant and equipment | | (389,966 | ) | | (239,506 | ) |
Purchases of marketable securities and investments | | (189,735 | ) | | (267,304 | ) |
Proceeds from maturities of marketable securities and investments | | 87,748 |
| | 59,256 |
|
Proceeds from sales of marketable securities and investments | | 289,943 |
| | 203,903 |
|
Payments received on notes receivable | | — |
| | 61,658 |
|
Increase in restricted investments | | (62,748 | ) | | (43,064 | ) |
Increase in restricted cash | | (23,328 | ) | | — |
|
Acquisitions, net of cash acquired | | (21,105 | ) | | — |
|
Other investing activities | | 214 |
| | 1,308 |
|
Net cash used in investing activities | | (308,977 | ) | | (223,749 | ) |
Cash flows from financing activities: | | | | |
Proceeds from stock option exercises | | 7,651 |
| | 3,709 |
|
Repayment of long-term debt | | (114,342 | ) | | (14,004 | ) |
Proceeds from borrowings under credit facilities, net of discount and issuance costs | | 224,442 |
| | — |
|
Excess tax benefit from share-based compensation arrangements | | 16,497 |
| | — |
|
Proceeds from economic development funding | | 3,112 |
| | — |
|
Other financing activities | | (236 | ) | | (2 | ) |
Net cash provided by (used in) financing activities | | 137,124 |
| | (10,297 | ) |
Effect of exchange rate changes on cash and cash equivalents | | 10,476 |
| | (27,571 | ) |
Net decrease in cash and cash equivalents | | (408,212 | ) | | (154,017 | ) |
Cash and cash equivalents, beginning of the period | | 765,689 |
| | 664,499 |
|
Cash and cash equivalents, end of the period | | $ | 357,477 |
| | $ | 510,482 |
|
Supplemental disclosure of noncash investing and financing activities: | | |
| | |
|
Property, plant and equipment acquisitions funded by liabilities | | $ | 109,685 |
| | $ | 30,457 |
|
See accompanying notes to these condensed consolidated financial statements.
FIRST SOLAR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of First Solar, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Operating results for the three months and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011, or for any other period. The balance sheet at December 31, 2010 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial statements and notes should be read in conjunction with the financial statements and notes thereto for the fiscal year ended December 31, 2010 included in our Annual Report on Form 10-K filed with the SEC.
We report our quarterly results of operations using a calendar convention. Prior to December 31, 2010, our fiscal periods ended on the Saturday closest to the end of the applicable calendar quarter. Fiscal 2011 will end on December 31, 2011.
Certain prior year balances have been reclassified to conform to the current year's presentation. Such reclassifications did not affect total net sales, operating income, or net income.
Unless expressly stated or the context otherwise requires, the terms "the Company," "we," "our," "us," and "First Solar" refer to First Solar, Inc. and its subsidiaries.
Note 2. Summary of Significant Accounting Policies
Revenue recognition — Systems Business. Our systems business provides a complete solar power system solution, which includes project development, engineering, procurement, and construction (EPC) services, operating and maintenance (O&M) services, when applicable, and project finance, when required.
We recognize revenue for arrangements entered into by the systems business generally using two revenue recognition models, following the guidance in ASC 605, Accounting for Long-term Construction Contracts or, for arrangements which include land, ASC 360, Accounting for Sales of Real Estate.
For construction contracts that do not involve land or land rights and thus are accounted for under ASC 605, we use the percentage-of-completion method using actual costs incurred over total estimated costs to complete a project (including module costs) as our basic accounting policy, unless we cannot make reasonably dependable estimates of the costs to complete the contract, in which case we would use the completed contract method. We periodically revise our contract cost and profit estimates and we immediately recognize any losses that we identify on contracts. Incurred costs include all direct materials, costs for solar modules, labor, subcontractor costs, and those indirect costs related to contract performance, such as indirect labor, supplies, and tools. We recognize direct material costs and costs for solar modules as incurred costs when the direct materials and solar modules have been installed. When contracts specify that title to direct materials and solar modules transfers to the customer before installation has been performed, we defer revenue and associated costs and recognize revenue once those materials are installed and have met all other revenue recognition requirements. We consider direct materials to be installed when they are permanently attached or fitted to the solar power systems as required by engineering designs.
For arrangements recognized under ASC 360, typically when we have gained control of land or land rights, we record the sale as revenue after construction of a project is complete, we have transferred the usual risks and rewards of ownership to the buyer, and we have received payment from the buyer. We apply the percentage-of-completion method to certain contracts covered under ASC 360, when the sale has been consummated, the initial or continuing investment criteria have been met, we have the ability to estimate our costs and progress toward completion, and other revenue recognition criteria have been met. Depending on the value of the initial and continuing payment commitment by the buyer, we may align our revenue recognition and release of project assets to cost of sales with the receipt of payment from the buyer for contracts accounted for under ASC 360.
Balance of Systems Parts. Balance of systems parts represent mounting, DC and AC electrical and other construction parts
purchased for solar power plants under construction, which we hold title of and are not yet installed in a solar power plant. These parts include posts, tilt brackets, tables, harnesses, combiner boxes, inverters, cables and any other parts we purchase or assemble for the solar power plants we construct. Balance of systems parts do not include solar modules. We report these parts at the lower of cost or market, with market being based on either recoverability through installation in a solar power plant under construction or through a sale.
Please also refer to Note 2. "Summary of Significant Accounting Policies," to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 for a more complete discussion of our significant accounting policies.
Note 3. Recent Accounting Pronouncements
In April 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. This ASU amends current fair value measurement and disclosure guidance to include increased transparency around valuation input and investment categorization. ASU 2011-04 is effective for fiscal years and interim periods beginning after December 15, 2011, with early adoption not permitted. We do not believe that the adoption of ASU 2011-04 in the first quarter of 2012 will have an impact on our financial position, results of operations, or cash flows.
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011 and must be applied retrospectively. We do not believe that the adoption of ASU 2011-05 will have an impact on our financial position, results of operations, or cash flows.
Note 4. Acquisitions
Fiscal 2011 Acquisition
Ray Tracker
On January 4, 2011, we acquired 100% of the ownership interest of Ray Tracker, Inc., a tracking technology and photovoltaic (PV) balance of systems business in an all-cash transaction, which was not material to our consolidated balance sheets and results of operations. We have included the financial results of Ray Tracker in our condensed consolidated financial statements from the date of acquisition. During the first six months of 2011, Ray Tracker did not contribute a material amount to our net sales and net income.
Fiscal 2010 Acquisition
NextLight Renewable Power
On July 12, 2010, we completed the acquisition of NextLight Renewable Power, LLC (NextLight), a leading developer of utility-scale solar power projects in the southwestern United States. NextLight was formed by a private equity firm focused on investing in North America's energy infrastructure. This transaction expanded our pipeline of solar power projects in the southwestern United States and supports our expansion in the U.S. utility-scale power market. We have integrated NextLight into our systems business, which provides a complete PV solar power solution, including project development, EPC services, O&M services, when applicable, and project finance, when required.
The total consideration for this acquisition was $296.7 million in an all-cash transaction. In allocating the purchase price based on estimated fair values, we recorded approximately $146.8 million of goodwill, $2.5 million of net tangible assets, and $147.4 million of project assets. We have included the financial results of NextLight in our condensed consolidated financial statements beginning on the acquisition date. For the period from January 1, 2010 to June 26, 2010, NextLight did not recognize any revenue and did not incur a material net loss. Therefore, had the acquisition of NextLight occurred on December 27, 2009 (the first day of our fiscal year 2010), our reported net sales would not have changed and our reported net income would not have materially changed from the amounts previously reported.
Note 5. Goodwill
The changes in the carrying amount of goodwill, which is generally deductible for tax purposes, for our components segment and systems segment for the six months ended June 30, 2011 were as follows (in thousands):
|
| | | | | | | | | | | | |
| | Components | | Systems | | Consolidated |
Ending balance, December 31, 2010 | | $ | 393,365 |
| | $ | 39,923 |
| | $ | 433,288 |
|
Goodwill from acquisition | | — |
| | 25,520 |
| | 25,520 |
|
Ending balance, June 30, 2011 | | $ | 393,365 |
| | $ | 65,443 |
| | $ | 458,808 |
|
ASC 350, Intangibles — Goodwill and Other, requires us to test goodwill for impairment at least annually, or sooner, if facts or circumstances between scheduled annual tests indicate that it is more likely than not that the fair value of a reporting unit that has goodwill might be less than its carrying value. Currently our operating segments and reporting units are identical. We estimate the fair value of our reporting units by referring to the price that would be received to sell the unit as whole in an orderly transaction between market participants at the measurement date. For the goodwill assessment of our systems business, we believe that a typical market participant for the sale of our systems reporting unit would be a solar module manufacturer seeking to acquire a systems business with a large pipeline of utility-scale solar power plant projects, with the intent that these projects would provide a captive outlet for additional future solar module production. Therefore, we model the systems reporting unit's future performance for purposes of applying the income method of fair value measurement to include some of the profitability associated with the solar module element of the solar power plants that it builds and sells.
We performed our goodwill impairment test in the fourth fiscal quarter of the year ended December 31, 2010 and determined that the fair value of our goodwill substantially exceeded the carrying value for each individual reporting unit. Therefore, we concluded that our goodwill was not impaired. We have also concluded that there have been no changes in facts and circumstances since the date of that test that would trigger an interim goodwill impairment test.
Note 6. Cash, Cash Equivalents, Marketable Securities, and Investments
Cash, cash equivalents, marketable securities, and investments consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
Cash and cash equivalents: | | | | |
Cash | | $ | 342,818 |
| | $ | 742,200 |
|
Cash equivalents: | | | | |
Commercial paper | | 4,600 |
| | 1,200 |
|
Money market mutual funds | | 10,059 |
| | 22,289 |
|
Total cash and cash equivalents | | 357,477 |
| | 765,689 |
|
Marketable securities and investments: | | | | |
Certificates of deposit | | 2,602 |
| | — |
|
Commercial paper | | 6,846 |
| | 13,343 |
|
Corporate debt securities | | 29,886 |
| | 98,602 |
|
Federal agency debt | | 49,697 |
| | 45,875 |
|
Foreign agency debt | | 22,085 |
| | 133,165 |
|
Foreign government obligations | | 5,608 |
| | 9,143 |
|
Supranational debt | | 39,226 |
| | 48,032 |
|
U.S. government obligations | | 2,012 |
| | — |
|
Total marketable securities and investments | | 157,962 |
| | 348,160 |
|
Total cash, cash equivalents, marketable securities, and investments | | $ | 515,439 |
| | $ | 1,113,849 |
|
We have classified our marketable securities and investments as "available-for-sale." Accordingly, we record them at fair value and account for net unrealized gains and losses as a part of accumulated other comprehensive income. We report realized gains and losses on the sale of our marketable securities and investments in earnings, computed using the specific identification method. During the three and six months ended June 30, 2011 we realized $0.8 million and $0.9 million, respectively, in gains and an immaterial amount in losses on our marketable securities and investments. During the three and six months ended June 26,
2010, we realized $0.4 million and $0.7 million, respectively, in gains and $0.4 million and $0.5 million, respectively, in losses on our marketable securities and investments. See Note 10. "Fair Value Measurements," to our condensed consolidated financial statements for information about the fair value of our marketable securities and investments.
All of our available-for-sale marketable securities and investments are subject to a periodic impairment review. We consider a marketable security or investment to be impaired when its fair value is less than its carrying cost, in which case we would further review the investment to determine whether it is other-than-temporarily impaired. When we evaluate an investment for other-than-temporary impairment, we review factors such as the length of time and extent to which its fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, our intent to sell, and whether it is more likely than not that we will be required to sell the investment before we have recovered its cost basis. If an investment were other-than-temporarily impaired, we would write it down through earnings to its impaired value and establish that as a new cost basis for the investment. We did not identify any of our marketable securities and investments as other-than-temporarily impaired at June 30, 2011 and December 31, 2010.
The following tables summarize the unrealized gains and losses related to our available-for-sale marketable securities and investments, by major security type, as of June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | | | | | | | | | |
| | As of June 30, 2011 |
Security Type | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Certificates of deposit | | $ | 2,601 |
| | $ | 1 |
| | $ | — |
| | $ | 2,602 |
|
Commercial paper | | 6,845 |
| | 1 |
| | — |
| | 6,846 |
|
Corporate debt securities | | 29,856 |
| | 37 |
| | 7 |
| | 29,886 |
|
Federal agency debt | | 49,645 |
| | 55 |
| | 3 |
| | 49,697 |
|
Foreign agency debt | | 22,064 |
| | 24 |
| | 3 |
| | 22,085 |
|
Foreign government obligations | | 5,602 |
| | 6 |
| | — |
| | 5,608 |
|
Supranational debt | | 39,195 |
| | 34 |
| | 3 |
| | 39,226 |
|
U.S. government obligations | | 1,998 |
| | 14 |
| | — |
| | 2,012 |
|
Total | | $ | 157,806 |
| | $ | 172 |
| | $ | 16 |
| | $ | 157,962 |
|
|
| | | | | | | | | | | | | | | | |
| | As of December 31, 2010 |
Security Type | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Commercial paper | | $ | 13,340 |
| | $ | 3 |
| | $ | — |
| | $ | 13,343 |
|
Corporate debt securities | | 98,148 |
| | 592 |
| | 138 |
| | 98,602 |
|
Federal agency debt | | 45,858 |
| | 21 |
| | 4 |
| | 45,875 |
|
Foreign agency debt | | 132,860 |
| | 425 |
| | 120 |
| | 133,165 |
|
Foreign government obligations | | 9,137 |
| | 8 |
| | 2 |
| | 9,143 |
|
Supranational debt | | 47,917 |
| | 115 |
| | — |
| | 48,032 |
|
Total | | $ | 347,260 |
| | $ | 1,164 |
| | $ | 264 |
| | $ | 348,160 |
|
Contractual maturities of our available-for-sale marketable securities and investments as of June 30, 2011 and December 31, 2010 were as follows (in thousands):
|
| | | | | | | | | | | | | | | | |
| | As of June 30, 2011 |
Maturity | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
One year or less | | $ | 106,881 |
| | $ | 91 |
| | $ | 6 |
| | $ | 106,966 |
|
One year to two years | | 44,063 |
| | 75 |
| | 8 |
| | 44,130 |
|
Two years to three years | | 6,862 |
| | 6 |
| | 2 |
| | 6,866 |
|
Total | | $ | 157,806 |
| | $ | 172 |
| | $ | 16 |
| | $ | 157,962 |
|
|
| | | | | | | | | | | | | | | | |
| | As of December 31, 2010 |
Maturity | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
One year or less | | $ | 167,499 |
| | $ | 398 |
| | $ | 8 |
| | $ | 167,889 |
|
One year to two years | | 177,268 |
| | 759 |
| | 256 |
| | 177,771 |
|
Two years to three years | | 2,493 |
| | 7 |
| | — |
| | 2,500 |
|
Total | | $ | 347,260 |
| | $ | 1,164 |
| | $ | 264 |
| | $ | 348,160 |
|
The net unrealized gain of $0.2 million and $0.9 million as of June 30, 2011 and December 31, 2010, respectively, on our available-for-sale marketable securities and investments was primarily the result of changes in interest rates. We typically invest in highly-rated securities with low probabilities of default. Our investment policy requires investments to be rated single A or higher and limits the security types, issuer concentration, and duration to maturity of our investments.
The following table shows gross unrealized losses and estimated fair values for those marketable securities that were in an unrealized loss position as of June 30, 2011 and December 31, 2010, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of June 30, 2011 |
| | In Loss Position for Less Than 12 Months | | In Loss Position for 12 Months or Greater | | Total |
Security Type | | Estimated Fair Value | | Gross Unrealized Losses | | Estimated Fair Value | | Gross Unrealized Losses | | Estimated Fair Value | | Gross Unrealized Losses |
Corporate debt securities | | $ | 8,164 |
| | $ | 7 |
| | $ | — |
| | $ | — |
| | $ | 8,164 |
| | $ | 7 |
|
Federal agency debt | | 3,331 |
| | 3 |
| | — |
| | — |
| | 3,331 |
| | 3 |
|
Foreign agency debt | | 4,870 |
| | 3 |
| | — |
| | — |
| | 4,870 |
| | 3 |
|
Supranational debt | | 3,298 |
| | 3 |
| | — |
| | — |
| | 3,298 |
| | 3 |
|
Total | | $ | 19,663 |
| | $ | 16 |
| | $ | — |
| | $ | — |
| | $ | 19,663 |
| | $ | 16 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2010 |
| | In Loss Position for Less Than 12 Months | | In Loss Position for 12 Months or Greater | | Total |
Security Type | | Estimated Fair Value | | Gross Unrealized Losses | | Estimated Fair Value | | Gross Unrealized Losses | | Estimated Fair Value | | Gross Unrealized Losses |
Corporate debt securities | | $ | 33,018 |
| | $ | 138 |
| | $ | — |
| | $ | — |
| | $ | 33,018 |
| | $ | 138 |
|
Federal agency debt | | 11,721 |
| | 4 |
| | — |
| | — |
| | 11,721 |
| | 4 |
|
Foreign agency debt | | 46,134 |
| | 120 |
| | — |
| | — |
| | 46,134 |
| | 120 |
|
Foreign government obligations | | 4,515 |
| | 2 |
| | — |
| | — |
| | 4,515 |
| | 2 |
|
Total | | $ | 95,388 |
| | $ | 264 |
| | $ | — |
| | $ | — |
| | $ | 95,388 |
| | $ | 264 |
|
Note 7. Restricted Cash and Investments
Restricted cash and investments consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
Restricted cash | | $ | 23,909 |
| | $ | 19 |
|
Restricted investments | | 150,789 |
| | 85,984 |
|
Total restricted cash and investments — noncurrent | | $ | 174,698 |
| | $ | 86,003 |
|
On May 18, 2011, in connection with the plant expansion at our German manufacturing center, First Solar Manufacturing GmbH, our indirect wholly owned subsidiary, entered into a credit facility agreement (German Facility Agreement), as disclosed in Note 13. "Debt," to these condensed consolidated financial statements. Pursuant to the German Facility Agreement, First Solar Manufacturing GmbH is required to maintain a euro-denominated debt service reserve account in the amount of €16.6 million pledged in favor of the lenders. The account is available solely to pay any outstanding interest and principal payments. As of
June 30, 2011, the balance of this reserve account was €16.6 million ($23.9 million at the balance sheet close rate on June 30, 2011 of $1.44/€1.00).
At June 30, 2011 and December 31, 2010, our restricted investments consisted of long-term marketable securities that we hold through a custodial account to fund future costs of our solar module collection and recycling program.
We pre-fund our estimated solar module collection and recycling costs at the time of module sale through a custodial account with a large bank as the investment advisor in the name of a trust, for which First Solar Inc., First Solar Malaysia Sdn. Bhd., and First Solar Manufacturing GmbH are grantors. We fund this custodial account within 60 days after the beginning of a fiscal year for the prior year's module sales, assuming for this purpose a minimum service life of 25 years for our solar modules. To ensure that our collection and recycling program is available at all times and the pre-funded amounts are accessible regardless of our financial status in the future (even in the case of our own insolvency), we have established a trust structure under which funds are put into custodial accounts in the name of a trustee. Only the trustee can distribute funds from the custodial accounts and these funds cannot be accessed for any purpose other than for administering module collection and recycling, either by us or a third party executing the collection and recycling services. To provide further assurance that sufficient funds will be available, our module collection and recycling program, including the financing arrangement, is audited periodically by an independent third party auditor. Cash invested in this custodial account must meet the criteria of the highest quality investments, such as AAA rated government or agency bonds.
The following table summarizes unrealized gains and losses related to our restricted investments in marketable securities designated as available-for-sale by major security type as of June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | | | | | | | | | |
| | As of June 30, 2011 |
Security Type | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Foreign government obligations | | $ | 141,903 |
| | $ | 447 |
| | $ | 6,937 |
| | $ | 135,413 |
|
U.S. government obligations | | 15,022 |
| | 448 |
| | 94 |
| | 15,376 |
|
Total | | $ | 156,925 |
| | $ | 895 |
| | $ | 7,031 |
| | $ | 150,789 |
|
|
| | | | | | | | | | | | | | | | |
| | As of December 31, 2010 |
Security Type | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Foreign government obligations | | $ | 73,729 |
| | $ | 6,529 |
| | $ | 72 |
| | $ | 80,186 |
|
U.S. government obligations | | 5,659 |
| | 139 |
| | — |
| | 5,798 |
|
Total | | $ | 79,388 |
| | $ | 6,668 |
| | $ | 72 |
| | $ | 85,984 |
|
Gross unrealized losses as of June 30, 2011 were primarily the result of changes in interest rates. We evaluated these losses and determined these unrealized losses to be temporary, because we do not intend to sell the securities, and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis. As of June 30, 2011 and December 31, 2010, the contractual maturities of these available-for-sale marketable securities were between 17 years and 25 years.
Note 8. Consolidated Balance Sheet Details
Accounts receivable trade, net
Accounts receivable trade, net consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
Accounts receivable trade, gross | | $ | 541,977 |
| | $ | 305,537 |
|
Allowance for doubtful accounts | | — |
| | — |
|
Accounts receivable trade, net | | $ | 541,977 |
| | $ | 305,537 |
|
During the third quarter of 2009, we amended our Supply Contracts with certain of our customers to implement a program
which provided a price rebate to these customers for solar modules purchased from us. The initial intent of this program was to enable our customers to successfully compete in our core German market and to adjust, for eligible customers, the sales price (which was documented in framework agreements entered into several years ago) in light of market conditions.
The rebate program is offered for a defined period, during which customers may apply and claim such rebate. The most recent rebate offering, for solar modules sold on or after December 1, 2010, includes certain European geographic areas in addition to Germany.
As was the case in 2009, the rebate amounts are established so as to enable the sell-through of our products at competitive prices. The amount of rebate earned during a fiscal quarter is based on (i) the volume of solar modules shipped to a customer (measured in watts), (ii) the volume of solar modules registered for eligible projects (measured in watts), provided that those solar modules were invoiced by the buyer to an end-user, and (iii) the rebate rate. The rebate program applies a specified rebate rate to solar modules sold for solar power projects in certain geographic areas. Customers need to meet certain requirements in order to be eligible for and benefit from this program. During the six months ended June 30, 2011, we experienced approximately 92% participation in this program by eligible customers.
We account for these rebates as a reduction to the selling price of our solar modules and, therefore, as a reduction in revenue at the time of sale and recognize a contra-asset within accounts receivable trade, net. No rebates granted under this program can be claimed for cash; instead, rebates may only be applied to reduce outstanding accounts receivable balances. During the three and six months ended June 30, 2011, we extended rebates to customers in the amount of €17.3 million and €28.0 million, respectively ($24.9 million and $39.8 million at the average exchange rates of $1.44/€1.00 and $1.42/€1.00, respectively). At June 30, 2011, we had €22.3 million ($32.1 million at the balance sheet close rate on June 30, 2011 of $1.44/€1.00) of rebate claims accrued, which reduced our accounts receivable accordingly. During the three and six months ended June 26, 2010, we extended rebates to customers in the amount of €15.6 million and €35.6 million, respectively ($20.6 million and $48.4 million at the average exchange rates of $1.32/€1.00 and $1.36/€1.00, respectively).
Accounts receivable, unbilled
Accounts receivable, unbilled represents revenue that has been recognized in advance of billing the customer. This is common for construction contracts. For example, we recognize revenue from contracts for the construction and sale of solar power systems which include the sale of project assets over the contractual period using applicable accounting methods. One applicable accounting method is the percentage-of-completion method of accounting, under which sales and gross profit are recognized as work is performed based on the relationship between actual costs incurred compared to the total estimated costs for completing the entire contract. Under this accounting method, revenue could be recognized under applicable revenue recognition criteria in advance of billing the customer, resulting in an amount recorded to "Accounts receivable, unbilled." Once we meet the billing criteria under a contract, we bill our customer accordingly and reclassify the “Accounts receivable, unbilled” to “Accounts receivable trade, net.” Billing requirements vary by contract, but are generally structured around completion of certain construction milestones.
Accounts receivable, unbilled were $63.7 million and $1.5 million at June 30, 2011 and December 31, 2010, respectively. We expect to bill and collect these amounts within the next 12 months.
Inventories
Inventories consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
Raw materials | | $ | 197,961 |
| | $ | 162,190 |
|
Work in process | | 30,499 |
| | 21,528 |
|
Finished goods | | 137,248 |
| | 54,873 |
|
Total inventories | | $ | 365,708 |
| | $ | 238,591 |
|
Inventories — current | | $ | 322,995 |
| | $ | 195,863 |
|
Inventories — noncurrent (1) | | $ | 42,713 |
| | $ | 42,728 |
|
(1) We purchase a critical raw material that is heavily used in our core production process in quantities that anticipate confident, but long-term future demand. We classify the raw materials that we do not expect to be consumed within our operating cycle (which is 12 months) as noncurrent.
Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
Prepaid expenses | | $ | 64,792 |
| | $ | 46,016 |
|
Deferred project costs (1) | | 47,390 |
| | 14,446 |
|
Derivative instruments | | 21,174 |
| | 20,986 |
|
Other current assets | | 127,158 |
| | 61,585 |
|
Total prepaid expenses and other current assets | | $ | 260,514 |
| | $ | 143,033 |
|
(1) Deferred project costs represent (i) costs that we capitalize for arrangements that we account for as real estate transactions after we have entered into a definitive sales arrangement, but before we have met the criteria to recognize the sale as revenue, (ii) recoverable pre-contract costs that we capitalize for arrangements accounted for as long-term construction contracts prior to entering into a definitive sales agreement, or (iii) costs that we capitalize for arrangements accounted for as long-term construction contracts after we have signed a definitive sales agreement, but before the revenue recognition criteria have been met.
Project assets — current and noncurrent
Project assets consist primarily of costs relating to solar power projects in various stages of development that we capitalize prior to the sale of the solar power project to a third party for further project development or the signing of a project construction contract. These costs include costs for land and costs for developing and constructing a solar power plant. Development costs can include legal, consulting, permitting, interconnect and other similar costs. Once we enter into a definitive sales agreement, we reclassify project assets to deferred project costs on our balance sheet until we have met the criteria to recognize the sale of the project assets as revenue. We classify project assets generally as noncurrent due to the time required to complete all activities to sell a specific project, which is typically longer than 12 months.
Project assets — current and noncurrent consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
Project assets acquired through OptiSolar and NextLight | | $ | 217,417 |
| | $ | 217,417 |
|
Project assets — land | | 15,899 |
| | 13,781 |
|
Project assets — other | | 221,751 |
| | 88,942 |
|
Total project assets | | $ | 455,067 |
| | $ | 320,140 |
|
Total project assets — current | | $ | 145,379 |
| | $ | — |
|
Total project assets — noncurrent | | $ | 309,688 |
| | $ | 320,140 |
|
In connection with the acquisition of the solar power project development businesses of OptiSolar and NextLight, we measured at fair value certain acquired project assets based on the varying development stages of each project asset on the acquisition date. Subsequent to the acquisitions of OptiSolar and NextLight, we incurred additional costs to further develop these projects. Once we enter into a definitive sales agreement, we reclassify project assets to deferred project costs on our balance sheet. We expense these project assets to cost of sales as each respective project asset or solar power system is sold to a customer, since the project is constructed for a customer (matching the underlying revenue recognition method). If a project is considered not commercially viable, we impair the respective project asset and adjust it to fair value, with the resulting impairment recorded within operations.
We review project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We consider a project commercially viable if it is anticipated to be sellable for a profit once it is either fully developed or fully constructed. We consider a partially developed or partially constructed project commercially viable if the anticipated selling price is higher than the carrying value of the related project assets. We examine a number of factors to determine if the project will be profitable, the most notable of which is whether there are any changes in environmental, ecological, permitting, or regulatory conditions that impact the project. Such changes could cause the cost of the project to increase or the selling price of the project to decrease.
Property, plant and equipment, net
Property, plant and equipment, net consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
Buildings and improvements | | $ | 398,115 |
| | $ | 286,637 |
|
Machinery and equipment | | 1,378,961 |
| | 997,510 |
|
Office equipment and furniture | | 92,024 |
| | 70,569 |
|
Leasehold improvements | | 38,211 |
| | 25,354 |
|
Depreciable property, plant and equipment, gross | | 1,907,311 |
| | 1,380,070 |
|
Accumulated depreciation | | (462,941 | ) | | (363,305 | ) |
Depreciable property, plant and equipment, net | | 1,444,370 |
| | 1,016,765 |
|
Land | | 11,758 |
| | 10,355 |
|
Construction in progress | | 271,865 |
| | 403,669 |
|
Property, plant and equipment, net | | $ | 1,727,993 |
| | $ | 1,430,789 |
|
During 2010, we were granted a $16.3 million tax credit under the Advanced Energy Tax Credit program enacted by the American Reinvestment and Recovery Act of 2009 for the expansion of our Perrysburg, Ohio manufacturing facility, and we reduced the acquisition cost for the expansion of this facility accordingly.
Further, we are eligible to receive certain investment incentives related to building the expansion of our manufacturing plant in Frankfurt/Oder, Germany, including costs for the construction of buildings and the purchase of machinery and equipment. We account for these grants as a deduction to the carrying value of the fixed assets they fund when there is reasonable assurance that we comply with the conditions attached to the grants and the grants will be received. See Note 11. "Economic Development Funding," for further information about these grants.
Depreciation of property, plant and equipment was $54.4 million and $36.2 million for the three months ended June 30, 2011 and June 26, 2010, respectively, and was $101.5 million and $72.8 million for the six months ended June 30, 2011 and June 26, 2010, respectively.
Capitalized interest
We capitalized interest costs incurred into property, plant and equipment or project assets/deferred project costs as follows during the three and six months ended June 30, 2011 and June 26, 2010 (in thousands):
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | June 30, 2011 | | June 26, 2010 | | June 30, 2011 | | June 26, 2010 |
Interest cost incurred | | $ | (1,954 | ) | | $ | (1,923 | ) | | $ | (3,791 | ) | | $ | (4,198 | ) |
Interest cost capitalized – property, plant and equipment | | 1,352 |
| | 1,283 |
| | 3,111 |
| | 1,701 |
|
Interest cost capitalized – project assets and deferred project costs | | 602 |
| | 634 |
| | 680 |
| | 2,491 |
|
Interest expense, net | | $ | — |
| | $ | (6 | ) | | $ | — |
| | $ | (6 | ) |
Accrued expenses
Accrued expenses consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
Accrued compensation and benefits | | $ | 35,222 |
| | $ | 69,353 |
|
Accrued property, plant and equipment | | 49,836 |
| | 53,741 |
|
Accrued inventory | | 54,835 |
| | 25,686 |
|
Product warranty liability – current | | 10,706 |
| | 11,226 |
|
Nonrecurring expenses in excess of normal product warranty liability and related expenses (1) | | 17,237 |
| | 28,921 |
|
Other accrued expenses | | 74,414 |
| | 55,344 |
|
Total accrued expenses | | $ | 242,250 |
| | $ | 244,271 |
|
(1) The above-referenced $17.2 million of accrued nonrecurring expenses in excess of normal product warranty liability and related expenses as of June 30, 2011 consisted of the following, each related to the manufacturing excursion described below: (i) $14.4 million in estimated expenses for certain module replacement efforts voluntarily undertaken by us beyond the normal product warranty; and (ii) $2.8 million in estimated nonrecurring post-sale expenses. During the period from June 2008 to June 2009, a manufacturing excursion occurred affecting less than 4% of the total product manufactured within the period. The excursion could result in possible premature power loss in affected modules. The root cause was identified and subsequently mitigated in June 2009. On-going testing confirms that the corrective actions have been effective. We have been working directly with impacted customers to replace the affected modules and these efforts are well underway and, in some cases, complete. Some of these efforts go beyond our normal warranty coverage.
Other current liabilities
Other current liabilities consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
Deferred revenue (1) | | $ | 31,010 |
| | $ | 14,718 |
|
Derivative instruments | | 53,428 |
| | 22,996 |
|
Deferred tax liabilities | | — |
| | 34,601 |
|
Other current liabilities | | 10,479 |
| | 27,361 |
|
Total other current liabilities | | $ | 94,917 |
| | $ | 99,676 |
|
(1) Deferred revenue will be recognized in net sales once all revenue recognition criteria are met.
Other liabilities
Other liabilities consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
Other taxes payable | | $ | 73,461 |
| | $ | 59,148 |
|
Other noncurrent liabilities | | 83,228 |
| | 52,878 |
|
Total other liabilities | | $ | 156,689 |
| | $ | 112,026 |
|
Note 9. Derivative Financial Instruments
As a global company, we are exposed in the normal course of business to interest rate and foreign currency risks that could affect our net assets, financial position, results of operations, and cash flows. We use derivative instruments to hedge against certain risks such as these, and we only hold derivative instruments for hedging purposes, not for speculative or trading purposes. Our use of derivative instruments is subject to strict internal controls based on centrally defined, performed, and controlled policies and procedures.
Depending on the terms of the specific derivative instruments and market conditions, some of our derivative instruments may be assets and others liabilities at any particular point in time. As required by ASC 815, Derivatives and Hedging, we report all of our derivative instruments that are within the scope of that accounting standard at fair value on our balance sheet. Depending on the substance of the hedging purpose for our derivative instruments, we account for changes in the fair value of some of them using cash flow hedge accounting pursuant to ASC 815 and of others by recording the changes in fair value directly to current earnings (so-called “economic hedges”). These accounting approaches, the various risk classes that we are exposed to in our business, and the risk management systems using derivative instruments that we apply to these risks are described below. See Note 10. "Fair Value Measurements," to our condensed consolidated financial statements for information about the techniques we use to measure the fair value of our derivative instruments.
The following tables present the fair values of derivative instruments included in our consolidated balance sheets as of June 30, 2011 and December 31, 2010 (in thousands):
|
| | | | | | | | | | | | | | | | |
| | June 30, 2011 |
| | Other Assets – Current | | Other Assets – Noncurrent | | Other Liabilities – Current | | Other Liabilities – Noncurrent |
Derivatives designated as hedging instruments under ASC 815: | | | | | | |
Foreign exchange forward contracts | | $ | 8,787 |
| | $ | — |
| | $ | 39,438 |
| | $ | 1,425 |
|
Interest rate swap contracts | | — |
| | — |
| | 137 |
| | 493 |
|
Total derivatives designated as hedging instruments | | $ | 8,787 |
| | $ | — |
| | $ | 39,575 |
| | $ | 1,918 |
|
| | | | | | | | |
Derivatives not designated as hedging instruments under ASC 815: | | |
| | |
| | |
|
Foreign exchange forward contracts | | $ | 12,387 |
| | $ | — |
| | $ | 13,853 |
| | $ | — |
|
Total derivatives not designated as hedging instruments | | $ | 12,387 |
| | $ | — |
| | $ | 13,853 |
| | $ | — |
|
Total derivative instruments | | $ | 21,174 |
| | $ | — |
| | $ | 53,428 |
| | $ | 1,918 |
|
|
| | | | | | | | | | | | | | | | |
| | December 31, 2010 |
| | Other Assets – Current | | Other Assets – Noncurrent | | Other Liabilities – Current | | Other Liabilities – Noncurrent |
Derivatives designated as hedging instruments under ASC 815: | | | | | | |
Foreign exchange forward contracts | | $ | 10,115 |
| | $ | 880 |
| | $ | 12,384 |
| | $ | 58 |
|
Interest rate swap contracts | | — |
| | — |
| | 239 |
| | 980 |
|
Total derivatives designated as hedging instruments | | $ | 10,115 |
| | $ | 880 |
| | $ | 12,623 |
| | $ | 1,038 |
|
| | | | | | | | |
Derivatives not designated as hedging instruments under ASC 815: | | |
| | |
| | |
|
Foreign exchange forward contracts | | $ | 10,871 |
| | $ | — |
| | $ | 10,373 |
| | $ | — |
|
Total derivatives not designated as hedging instruments | | $ | 10,871 |
| | $ | — |
| | $ | 10,373 |
| | $ | — |
|
Total derivative instruments | | $ | 20,986 |
| | $ | 880 |
| | $ | 22,996 |
| | $ | 1,038 |
|
The following tables present the amounts related to derivative instruments affecting accumulated other comprehensive income (loss) and our condensed consolidated statements of operations for the three and six months ended June 30, 2011 and June 26, 2010 (in thousands):
|
| | | | | | | | | | | | | | | | | | |
| | Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | | | | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income |
| | Three Months Ended | | Six Months Ended | | Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | | Three Months Ended | | Six Months Ended |
Derivative Type | | June 30, 2011 | | June 30, 2011 | | | June 30, 2011 | | June 30, 2011 |
Derivatives designated as cash flow hedges under ASC 815: | | | | | | | | | | |
Foreign exchange forward contracts | | $ | (16,890 | ) | | $ | (70,642 | ) | | Net sales | | $ | (26,154 | ) | | $ | (38,534 | ) |
Interest rate swaps | | (533 | ) | | 184 |
| | Interest income (expense) | | (200 | ) | | (405 | ) |
Total derivatives designated as cash flow hedges | | $ | (17,423 | ) | | $ | (70,458 | ) | | | | $ | (26,354 | ) | | $ | (38,939 | ) |
|
| | | | | | | | | | |
| | Amount of Gain (Loss) Recognized in Income on Derivatives | | |
| | Three Months Ended | | Six Months Ended | | |
Derivative Type | | June 30, 2011 | | June 30, 2011 | | Location of Gain (Loss) Recognized in Income on Derivatives |
Derivatives designated as cash flow hedges under ASC 815: | | | | | | |
Foreign exchange forward contracts | | $ | (26,154 | ) | | $ | (38,534 | ) | | Net sales |
Interest rate swaps | | $ | (200 | ) | | $ | (405 | ) | | Interest income (expense) |
| | | | | | |
Derivatives not designated as hedging instruments under ASC 815: | | | | |
| | |
Foreign exchange forward contracts | | $ | (741 | ) | | $ | 468 |
| | Other income (expense) |
Foreign exchange forward contracts | | $ | 820 |
| | $ | 3,902 |
| | Cost of sales |
|
| | | | | | | | | | | | | | | | | | |
| | Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | | | | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income |
| | Three Months Ended | | Six Months Ended | | Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | | Three Months Ended | | Six Months Ended |
Derivative Type | | June 26, 2010 | | June 26, 2010 | | | June 26, 2010 | | June 26, 2010 |
Derivatives designated as cash flow hedges under ASC 815: | | | | | | | | | | |
Foreign exchange forward contracts | | $ | 18,055 |
| | $ | 54,954 |
| | Net sales | | $ | 27,938 |
| | $ | 29,233 |
|
Interest rate swaps | | (366 | ) | | (821 | ) | | Interest income (expense) | | (314 | ) | | (633 | ) |
Total derivatives designated as cash flow hedges | | $ | 17,689 |
| | $ | 54,133 |
| | | | $ | 27,624 |
| | $ | 28,600 |
|
|
| | | | | | | | | | |
| | Amount of Gain (Loss) Recognized in Income on Derivatives | | |
| | Three Months Ended | | Six Months Ended | | |
Derivative Type | | June 26, 2010 | | June 26, 2010 | | Location of Gain (Loss) Recognized in Income on Derivatives |
Derivatives designated as cash flow hedges under ASC 815: | | | | | | |
Foreign exchange forward contracts | | $ | 27,938 |
| | $ | 29,233 |
| | Net sales |
Interest rate swaps | | $ | (314 | ) | | $ | (633 | ) | | Interest income (expense) |
| | | | | | |
Derivatives not designated as hedging instruments under ASC 815: | | |
| | |
Foreign exchange forward contracts | | $ | (4,958 | ) | | $ | (10,521 | ) | | Other income (expense) |
Foreign exchange forward contracts | | $ | (2,714 | ) | | $ | (7,228 | ) | | Cost of sales |
Foreign exchange forward contracts | | $ | 340 |
| | $ | — |
| | Net sales |
Interest Rate Risk
We use interest rate swap agreements to mitigate our exposure to interest rate fluctuations associated with certain of our debt instruments; we do not use such swap agreements for speculative or trading purposes. On May 29, 2009, we entered into an interest rate swap contract to hedge a portion of the floating rate loans under our Malaysian credit facility, which became effective on September 30, 2009 with a notional value of €57.3 million ($82.5 million at the balance sheet close rate on June 30, 2011 of $1.44/€1.00) and pursuant to which we are entitled to receive a six-month floating interest rate, the Euro Interbank Offered Rate (Euribor), and are required to pay a fixed rate of 2.80%. The notional amount of the interest rate swap contract is scheduled to decline in correspondence to our scheduled principal payments on the underlying hedged debt. As of June 30, 2011, the notional value of this
interest rate swap contract was €43.2 million ($62.2 million at the balance sheet close rate on June 30, 2011 of $1.44/€1.00). This derivative instrument qualifies for accounting as a cash flow hedge in accordance with ASC 815 and we designated it as such. We determined that our interest rate swap contract was highly effective as a cash flow hedge at June 30, 2011 and December 31, 2010. For the six months ended June 30, 2011, there was no ineffectiveness from this cash flow hedge.
Foreign Currency Exchange Risk
Cash Flow Exposure
We expect many of the components of our business to have material future cash flows, including revenues and expenses, that will be denominated in currencies other than the component's functional currency. Our primary cash flow exposures are customer collections and vendor payments. Changes in the exchange rates between our components' functional currencies and the other currencies in which they transact will cause fluctuations in the cash flows we expect to receive when these cash flows are realized or settled. Accordingly, we enter into foreign exchange forward contracts to hedge a portion of these forecasted cash flows. As of June 30, 2011 and December 31, 2010, these foreign exchange contracts hedged our forecasted future cash flows for up to 18 months. These foreign exchange contracts qualified for accounting as cash flow hedges in accordance with ASC 815, and we designated them as such. We initially report the effective portion of the derivative's gain or loss in “Accumulated other comprehensive income (loss)” and subsequently reclassify amounts into earnings when the hedged transaction is settled. For cash flow hedges, ineffectiveness in the hedging relationship and changes in fair value that are not included in the measurement of effectiveness are both included in other operating income (expense). We determined that these derivative financial instruments were highly effective as cash flow hedges at June 30, 2011 and December 31, 2010. During the six months ended June 30, 2011, there were immaterial amounts of ineffectiveness and amounts excluded from effectiveness testing for these cash flow hedges. In addition, during the six months ended June 30, 2011, we did not discontinue any cash flow hedges because a hedging relationship was no longer highly effective.
During the six months ended June 30, 2011, we purchased foreign exchange forward contracts to hedge the exchange risk on forecasted cash flows denominated in euro and Canadian dollars. As of June 30, 2011, the unrealized loss on these contracts was $31.1 million. The total notional value of the contracts denominated in euro and Canadian dollars were €559.0 million and CAD340.0 million, respectively ($805.0 million and $350.2 million, respectively at the balance sheet close rates on June 30, 2011 of $1.44/€1.00 and $1.03/CAD1.00). The weighted average forward exchange rates for these contracts were $1.36/€1.00 and $1.05/CAD1.00, respectively, at June 30, 2011. As of December 31, 2010, the unrealized loss on these types of contracts was $1.4 million and the total notional value of the contracts was €742.0 million ($1.1 billion at the balance sheet close rate on June 30, 2011 of $1.44/€1.00). The weighted average forward exchange rate for these contracts was $1.33/€1.00 at December 31, 2010. During the six months ended June 30, 2011, we recognized insignificant losses related to hedged forecasted transactions that did not occur by the end of the originally specified period.
In the following 12 months, we expect to reclassify to earnings $29.6 million of net unrealized losses related to these forward contracts that are included in "Accumulated other comprehensive loss" at June 30, 2011 as we realize the earnings effect of the related forecasted transactions. The amount we ultimately record to earnings will depend on the actual exchange rate when we realize the related forecasted transactions. During the three and six months ended June 30, 2011, we realized losses of $26.4 million and $38.9 million, respectively, related to our cash flow hedges.
Transaction Exposure
Many components of our business have assets and liabilities (primarily receivables, investments, accounts payable, debt, solar module collection and recycling liabilities, and inter-company transactions) that are denominated in currencies other than the component's functional currency. Changes in the exchange rates between our components' functional currencies and the other currencies in which these assets and liabilities are denominated can create fluctuations in our reported consolidated financial position, results of operations, and cash flows. We may enter into foreign exchange forward contracts or other financial instruments to economically hedge assets and liabilities against the short-term effects of currency exchange rate fluctuations. The gains and losses on the foreign exchange forward contracts will offset all or part of the transaction gains and losses that we recognize in earnings on the related foreign currency assets and liabilities.
During the six months ended June 30, 2011, we purchased foreign exchange forward contracts to hedge balance sheet exposures related to transactions with third parties. We recognize gains or losses from the fluctuation in foreign exchange rates and the valuation of these derivative contracts in "Cost of sales" and "Foreign currency gain (loss)" on our consolidated statements of operations, depending on where the gain or loss from the economically hedged item is classified on our consolidated statements of operations. As of June 30, 2011, the total unrealized loss on our foreign exchange forward contracts was $1.5 million. These
contracts have maturities of less than three months.
As of June 30, 2011, the notional values of our foreign exchange forward contracts were as follows (notional amounts and U.S. dollar equivalents in millions):
|
| | | | | | | | |
| | | | | | | | Balance sheet close rate on |
Transaction | | Currency | | Notional Amount | | U.S. Equivalent | | June 30, 2011 |
Purchase | | Euro | | €360.0 | | $518.4 | | $1.44/€1.00 |
Sell | | Euro | | €425.6 | | $612.9 | | $1.44/€1.00 |
Purchase | | Australian dollar | | AUD 1.5 | | $1.6 | | $1.06/AUD1.00 |
Sell | | Australian dollar | | AUD 1.5 | | $1.6 | | $1.06/AUD1.00 |
Purchase | | Malaysian ringgit | | MYR 162.6 | | $53.7 | | $0.33/MYR1.00 |
Sell | | Malaysian ringgit | | MYR 20.5 | | $6.8 | | $0.33/MYR1.00 |
Purchase | | Japanese yen | | JPY 3,416.0 | | $34.2 | | $0.01/JPY1.00 |
Sell | | Japanese yen | | JPY 2,512.4 | | $25.1 | | $0.01/JPY1.00 |
Purchase | | Canadian dollar | | CAD 5.5 | | $5.7 | | $1.03/CAD1.00 |
Sell | | Canadian dollar | | CAD 8.6 | | $8.9 | | $1.03/CAD1.00 |
Credit Risk
We have certain financial and derivative instruments that subject us to credit risk. These consist primarily of cash, cash equivalents, investments, trade accounts receivable, interest rate swap contracts, and foreign exchange forward contracts. We are exposed to credit losses in the event of nonperformance by the counterparties to our financial and derivative instruments. We place cash, cash equivalents, investments, interest rate swap contracts, and foreign exchange forward contracts with various high-quality financial institutions and limit the amount of credit risk from any one counterparty. We continuously evaluate the credit standing of our counterparty financial institutions.
Note 10. Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and provides financial statement disclosure requirements for fair value measurements. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
| |
• | Level 1 — Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. |
| |
• | Level 2 — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. |
| |
• | Level 3 — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use to price an asset or liability. |
When available, we use quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, we measure fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates. The following is a description of the valuation techniques that we use to measure the fair value of assets and liabilities that we measure and report at fair value on a recurring or one-time basis:
| |
• | Cash equivalents. At June 30, 2011 and December 31, 2010, our cash equivalents consisted of commercial paper and money market mutual funds. We value our commercial paper cash equivalents using quoted prices for securities with |
similar characteristics and other observable inputs (such as interest rates that are observable at commonly quoted intervals), and accordingly, we classify the valuation techniques that use these inputs as Level 2. We value our money market cash equivalents using observable inputs that reflect quoted prices for securities with identical characteristics, and accordingly, we classify the valuation techniques that use these inputs as Level 1.
| |
• | Marketable securities, investments, and restricted investments. At June 30, 2011, our marketable securities and investments consisted of certificates of deposit, commercial paper, corporate debt securities, federal and foreign agency debt, foreign government obligations, supranational debt, and U.S. government obligations, and our restricted investments consisted of foreign and U.S. government obligations. At December 31, 2010, our marketable securities consisted of commercial paper, corporate debt securities, federal and foreign agency debt, foreign government obligations, and supranational debt, and our restricted investments consisted of foreign and U.S. government obligations. We value our marketable securities, investments, and restricted investments using quoted prices for securities with similar characteristics and other observable inputs (such as interest rates that are observable at commonly quoted intervals), and accordingly, we classify the valuation techniques that use these inputs as Level 2. We also consider the effect of our counterparties' credit standings in these fair value measurements. |
| |
• | Derivative assets and liabilities. At June 30, 2011 and December 31, 2010, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies and interest rate swap contracts involving benchmark interest rates. Since our derivative assets and liabilities are not traded on an exchange, we value them using industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit risk, foreign exchange rates, and forward and spot prices for currencies. These inputs are observable in active markets over the terms of the instruments we hold, and accordingly, we classify these valuation techniques as Level 2. We consider the effect of our own credit standing and that of our counterparties in our valuations of our derivative assets and liabilities. |
| |
• | Solar module collection and recycling liability. We account for our obligation to collect and recycle the solar modules that we sell in a similar manner to the accounting for asset retirement obligations that is prescribed by ASC 410, Asset Retirement and Environmental Obligations. When we sell solar modules, we initially record our liability for collecting and recycling those particular solar modules at the fair value of this liability, and then in subsequent periods, we accrete this fair value to the estimated future cost of collecting and recycling the solar modules. Therefore, this is a one-time nonrecurring fair value measurement of the collection and recycling liability associated with each particular solar module sold. |
Since there is not an established market for collecting and recycling our solar modules, we value our liability using a valuation model (an income approach). This fair value measurement requires us to use significant unobservable inputs, which are primarily estimates of collection and recycling process costs and estimates of future changes in costs due to inflation and future currency exchange rates. Accordingly, we classify these valuation techniques as Level 3. We estimate collection and recycling process costs based on analyses of the collection and recycling technologies that we are currently developing; we estimate future inflation costs based on analysis of historical trends; and we estimate future currency exchange rates based on current rate information. We consider the effect of our own credit standing in our measurement of the fair value of this liability.
At June 30, 2011 and December 31, 2010, information about inputs into the fair value measurements of our assets and liabilities that we make on a recurring basis was as follows (in thousands):
|
| | | | | | | | | | | | | | | | |
| | As of June 30, 2011 |
| | | | Fair Value Measurements at Reporting Date Using |
| | Total Fair Value and Carrying Value on Our Balance Sheet | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Assets: | | | | | | | | |
Cash equivalents: | | | | | | | | |
Commercial paper | | $ | 4,600 |
| | $ | — |
| | $ | 4,600 |
| | $ | — |
|
Money market mutual funds | | 10,059 |
| | 10,059 |
| | — |
| | — |
|
Marketable securities and investments: | | | | |
| | |
| | |
|
Certificates of deposit | | 2,602 |
| | — |
| | 2,602 |
| | — |
|
Commercial paper | | 6,846 |
| | — |
| | 6,846 |
| | — |
|
Corporate debt securities | | 29,886 |
| | — |
| | 29,886 |
| | — |
|
Federal agency debt | | 49,697 |
| | — |
| | 49,697 |
| | — |
|
Foreign agency debt | | 22,085 |
| | — |
| | 22,085 |
| | — |
|
Foreign government obligations | | 5,608 |
| | — |
| | 5,608 |
| | — |
|
Supranational debt | | 39,226 |
| | — |
| | 39,226 |
| | — |
|
U.S. government obligations | | 2,012 |
| | — |
| | 2,012 |
| | — |
|
Restricted investments (excluding restricted cash) | | 150,789 |
| | — |
| | 150,789 |
| | — |
|
Derivative assets | | 21,174 |
| | — |
| | 21,174 |
| | — |
|
Total assets | | $ | 344,584 |
| | $ | 10,059 |
| | $ | 334,525 |
| | $ | — |
|
Liabilities: | | | | | | | | |
Derivative liabilities | | $ | 55,346 |
| | $ | — |
| | $ | 55,346 |
| | $ | — |
|
|
| | | | | | | | | | | | | | | | |
| | As of December 31, 2010 |
| | | | Fair Value Measurements at Reporting Date Using |
| | Total Fair Value and Carrying Value on Our Balance Sheet | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Assets: | | | | | | | | |
Cash equivalents: | | | | | | | | |
Commercial paper | | $ | 1,200 |
| | $ | — |
| | $ | 1,200 |
| | $ | — |
|
Money market mutual funds | | 22,289 |
| | 22,289 |
| | — |
| | — |
|
Marketable securities: | | | | | | | | |
Commercial paper | | 13,343 |
| | — |
| | 13,343 |
| | — |
|
Corporate debt securities | | 98,602 |
| | — |
| | 98,602 |
| | — |
|
Federal agency debt | | 45,875 |
| | — |
| | 45,875 |
| | — |
|
Foreign agency debt | | 133,165 |
| | — |
| | 133,165 |
| | — |
|
Foreign government obligations | | 9,143 |
| | — |
| | 9,143 |
| | — |
|
Supranational debt | | 48,032 |
| | — |
| | 48,032 |
| | — |
|
Restricted investments (excluding restricted cash) | | 85,984 |
| | — |
| | 85,984 |
| | — |
|
Derivative assets | | 21,866 |
| | — |
| | 21,866 |
| | — |
|
Total assets | | $ | 479,499 |
| | $ | 22,289 |
| | $ | 457,210 |
| | $ | — |
|
Liabilities: | |
|
| |
|
| |
|
| |
|
|
Derivative liabilities | | $ | 24,034 |
| | $ | — |
| | $ | 24,034 |
| | $ | — |
|
Fair Value of Financial Instruments
The carrying values and fair values of our financial instruments at June 30, 2011 and December 31, 2010 were as follows (in thousands):
|
| | | | | | | | | | | | | | | | |
| | June 30, 2011 | | December 31, 2010 |
| | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Assets: | | | | | | | | |
Marketable securities — current and noncurrent | | $ | 155,360 |
| | $ | 155,360 |
| | $ | 348,160 |
| | $ | 348,160 |
|
Investments — current | | $ | 2,602 |
| | $ | 2,602 |
| | $ | — |
| | $ | — |
|
Foreign exchange forward contract assets | | $ | 21,174 |
| | $ | 21,174 |
| | $ | 21,866 |
| | $ | 21,866 |
|
Restricted investments (excluding restricted cash) | | $ | 150,789 |
| | $ | 150,789 |
| | $ | 85,984 |
| | $ | 85,984 |
|
Notes receivable — noncurrent | | $ | 10,057 |
| | $ | 9,441 |
| | $ | 9,314 |
| | $ | 8,836 |
|
Liabilities: | | |
| | |
| | |
| | |
|
Long-term debt, including current maturities | | $ | 360,826 |
| | $ | 364,825 |
| | $ | 237,391 |
| | $ | 240,176 |
|
Interest rate swap contract liabilities | | $ | 630 |
| | $ | 630 |
| | $ | 1,219 |
| | $ | 1,219 |
|
Foreign exchange forward contract liabilities | |