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[x]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2016
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or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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20-4623678
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer [x]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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Page
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Three Months Ended March 31,
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||||||
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2016
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2015
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||||
Net sales
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$
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848,484
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|
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$
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469,209
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Cost of sales
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585,539
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430,228
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Gross profit
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262,945
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38,981
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Operating expenses:
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Research and development
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30,187
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34,756
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Selling, general and administrative
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67,503
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67,688
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Production start-up
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—
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6,650
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Total operating expenses
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97,690
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109,094
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Operating income (loss)
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165,255
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(70,113
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)
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Foreign currency loss, net
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(3,240
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)
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(221
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)
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Interest income
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6,406
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5,064
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Interest expense, net
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(4,642
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)
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(194
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)
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Other income (expense), net
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35,553
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(1,259
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)
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Income (loss) before taxes and equity in earnings of unconsolidated affiliates
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199,332
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(66,723
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)
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Income tax (expense) benefit
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(33,764
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)
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5,980
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Equity in earnings of unconsolidated affiliates, net of tax
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4,997
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(174
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)
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Net income (loss)
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$
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170,565
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|
$
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(60,917
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)
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Net income (loss) per share:
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||||
Basic
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$
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1.67
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$
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(0.61
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)
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Diluted
|
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$
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1.66
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$
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(0.61
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)
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Weighted-average number of shares used in per share calculations:
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Basic
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101,853
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100,375
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Diluted
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102,745
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100,375
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Three Months Ended March 31,
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||||||
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2016
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2015
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||||
Net income (loss)
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$
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170,565
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$
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(60,917
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)
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Other comprehensive income, net of tax:
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Foreign currency translation adjustments
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5,542
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(15,393
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)
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Unrealized gain on marketable securities and restricted investments
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5,966
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38,287
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Unrealized gain (loss) on derivative instruments
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106
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(1,560
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)
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Other comprehensive income, net of tax
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11,614
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21,334
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Comprehensive income (loss)
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$
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182,179
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$
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(39,583
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)
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March 31,
2016 |
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December 31,
2015 |
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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1,086,280
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$
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1,126,826
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Marketable securities
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794,220
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703,454
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Accounts receivable trade, net
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349,467
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500,629
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Accounts receivable, unbilled and retainage
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86,875
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59,171
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Inventories
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443,777
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380,424
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Balance of systems parts
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155,233
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136,889
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Deferred project costs
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131,249
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187,940
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Notes receivable, affiliate
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389
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|
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1,276
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Prepaid expenses and other current assets
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226,667
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248,977
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Total current assets
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3,274,157
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3,345,586
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Property, plant and equipment, net
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1,278,386
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1,284,136
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PV solar power systems, net
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102,249
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|
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93,741
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Project assets and deferred project costs
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1,375,468
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1,111,137
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Deferred tax assets, net
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359,959
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357,693
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Restricted cash and investments
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401,703
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333,878
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Investments in unconsolidated affiliates and joint ventures
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392,169
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399,805
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Goodwill
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84,985
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84,985
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Other intangibles, net
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107,020
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|
110,002
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Inventories
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106,085
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|
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107,759
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Notes receivable, affiliates
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17,851
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|
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17,887
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Other assets
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77,757
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|
|
69,722
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Total assets
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$
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7,577,789
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$
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7,316,331
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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|
|
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Accounts payable
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$
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274,991
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$
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337,668
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Income taxes payable
|
|
7,414
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|
|
1,330
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|
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Accrued expenses
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351,865
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|
|
409,452
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|
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Current portion of long-term debt
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|
94,080
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|
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38,090
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Billings in excess of costs and estimated earnings
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148,328
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|
|
87,942
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|
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Payments and billings for deferred project costs
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|
104,076
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28,580
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Other current liabilities
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83,375
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|
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57,738
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Total current liabilities
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1,064,129
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960,800
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Accrued solar module collection and recycling liability
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167,650
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|
|
163,407
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Long-term debt
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205,262
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251,325
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Other liabilities
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|
401,803
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|
|
392,312
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|
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Total liabilities
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|
1,838,844
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|
1,767,844
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Commitments and contingencies
|
|
|
|
|
|
|
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Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 102,219,007 and 101,766,797 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
|
|
102
|
|
|
102
|
|
||
Additional paid-in capital
|
|
2,751,074
|
|
|
2,742,795
|
|
||
Accumulated earnings
|
|
2,960,675
|
|
|
2,790,110
|
|
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Accumulated other comprehensive income
|
|
27,094
|
|
|
15,480
|
|
||
Total stockholders’ equity
|
|
5,738,945
|
|
|
5,548,487
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
7,577,789
|
|
|
$
|
7,316,331
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
170,565
|
|
|
$
|
(60,917
|
)
|
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation, amortization and accretion
|
|
58,375
|
|
|
63,260
|
|
||
Share-based compensation
|
|
11,478
|
|
|
12,079
|
|
||
Remeasurement of monetary assets and liabilities
|
|
(4,184
|
)
|
|
11,829
|
|
||
Deferred income taxes
|
|
(1,829
|
)
|
|
28,141
|
|
||
Excess tax benefits from share-based compensation arrangements
|
|
(13,716
|
)
|
|
(14,449
|
)
|
||
Gain on sales of marketable securities and restricted investments
|
|
(37,804
|
)
|
|
—
|
|
||
Other, net
|
|
(2,961
|
)
|
|
2,980
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, trade, unbilled and retainage
|
|
117,343
|
|
|
(125,066
|
)
|
||
Prepaid expenses and other current assets
|
|
(27,536
|
)
|
|
(1,985
|
)
|
||
Inventories and balance of systems parts
|
|
(79,541
|
)
|
|
9,433
|
|
||
Project assets and deferred project costs
|
|
(176,232
|
)
|
|
(301,943
|
)
|
||
Other assets
|
|
(12,644
|
)
|
|
(347
|
)
|
||
Accounts payable
|
|
(59,853
|
)
|
|
3,595
|
|
||
Income taxes payable
|
|
22,418
|
|
|
(66,815
|
)
|
||
Accrued expenses and other liabilities
|
|
83,251
|
|
|
21,570
|
|
||
Accrued solar module collection and recycling liability
|
|
3,364
|
|
|
(5,982
|
)
|
||
Net cash provided by (used in) operating activities
|
|
50,494
|
|
|
(424,617
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(51,754
|
)
|
|
(55,342
|
)
|
||
Purchases of marketable securities and restricted investments
|
|
(268,963
|
)
|
|
(374,128
|
)
|
||
Proceeds from sales and maturities of marketable securities and restricted investments
|
|
179,300
|
|
|
176,759
|
|
||
Purchases of equity and cost method investments
|
|
(5,409
|
)
|
|
(1,508
|
)
|
||
Distributions received from equity method investments
|
|
1,502
|
|
|
—
|
|
||
Investments in notes receivable, affiliates
|
|
—
|
|
|
(45,288
|
)
|
||
Payments received on notes receivable, affiliate
|
|
—
|
|
|
11,671
|
|
||
Change in restricted cash
|
|
34,427
|
|
|
(2,109
|
)
|
||
Other investing activities
|
|
250
|
|
|
(688
|
)
|
||
Net cash used in investing activities
|
|
(110,647
|
)
|
|
(290,633
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Repayment of long-term debt
|
|
(15,424
|
)
|
|
(21,122
|
)
|
||
Proceeds from borrowings under long-term debt, net of discounts and issuance costs
|
|
16,619
|
|
|
58,089
|
|
||
Repayment of sale-leaseback financing
|
|
(1,616
|
)
|
|
—
|
|
||
Excess tax benefits from share-based compensation arrangements
|
|
13,716
|
|
|
14,449
|
|
||
Contingent consideration payments and other financing activities
|
|
(111
|
)
|
|
(24,160
|
)
|
||
Net cash provided by financing activities
|
|
13,184
|
|
|
27,256
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
6,423
|
|
|
(14,152
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(40,546
|
)
|
|
(702,146
|
)
|
||
Cash and cash equivalents, beginning of the period
|
|
1,126,826
|
|
|
1,482,054
|
|
||
Cash and cash equivalents, end of the period
|
|
$
|
1,086,280
|
|
|
$
|
779,908
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
||
Equity interests retained from the partial sale of project assets
|
|
$
|
(25,921
|
)
|
|
$
|
1,308
|
|
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
14,406
|
|
|
$
|
38,640
|
|
Acquisitions currently or previously funded by liabilities and contingent consideration
|
|
$
|
24,813
|
|
|
$
|
29,850
|
|
|
|
Three Months Ended March 31, 2015
|
||||||||||
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Foreign currency loss, net
|
|
(1,596
|
)
|
|
1,375
|
|
|
(221
|
)
|
|||
Loss before taxes and equity in earnings of unconsolidated affiliates
|
|
(68,098
|
)
|
|
1,375
|
|
|
(66,723
|
)
|
|||
Net loss
|
|
(62,292
|
)
|
|
1,375
|
|
|
(60,917
|
)
|
|||
Comprehensive loss
|
|
(40,958
|
)
|
|
1,375
|
|
|
(39,583
|
)
|
|||
|
|
|
|
|
|
|
||||||
Basic net loss per share
|
|
$
|
(0.62
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.61
|
)
|
Diluted net loss per share
|
|
$
|
(0.62
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.61
|
)
|
|
|
Three Months Ended March 31, 2015
|
||||||||||
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net loss
|
|
$
|
(62,292
|
)
|
|
$
|
1,375
|
|
|
$
|
(60,917
|
)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
|
|
|
||||||
Remeasurement of monetary assets and liabilities
|
|
13,204
|
|
|
(1,375
|
)
|
|
11,829
|
|
|||
Excess tax benefits from share-based compensation arrangements
|
|
(7,747
|
)
|
|
(6,702
|
)
|
|
(14,449
|
)
|
|||
Net cash used in operating activities
|
|
(417,915
|
)
|
|
(6,702
|
)
|
|
(424,617
|
)
|
|||
Excess tax benefits from share-based compensation arrangements
|
|
7,747
|
|
|
6,702
|
|
|
14,449
|
|
|||
Net cash provided by financing activities
|
|
20,554
|
|
|
6,702
|
|
|
27,256
|
|
(i)
|
We apply the percentage-of-completion method, as further described below, to certain real estate sales arrangements in which
we convey control of land or land rights,
when a sale has been consummated, we have transferred the usual risks and rewards of ownership to the buyer, the initial and continuing investment criteria have been met, we have the ability to estimate our costs and progress toward completion, and all other revenue recognition criteria have been met. When evaluating whether the usual risks and rewards of ownership have transferred to the buyer, we consider whether we have or may be contingently required to have any prohibited forms of continuing involvement with the project pursuant to ASC 360-20. The initial and continuing investment requirements, which demonstrate a buyer’s commitment to honor its obligations for the sales arrangement, can typically be met through the receipt of cash or an irrevocable letter of credit from a highly creditworthy lending institution.
|
(ii)
|
Depending on whether the initial and continuing investment requirements have been met and whether collectability from the buyer is reasonably assured, we may align our revenue recognition and release of project assets or deferred project costs to cost of sales with the receipt of payment from the buyer if the sale has been consummated and we have transferred the usual risks and rewards of ownership to the buyer.
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash
|
|
$
|
1,017,334
|
|
|
$
|
1,126,496
|
|
Cash equivalents:
|
|
|
|
|
||||
Money market funds
|
|
68,946
|
|
|
330
|
|
||
Total cash and cash equivalents
|
|
1,086,280
|
|
|
1,126,826
|
|
||
Marketable securities:
|
|
|
|
|
||||
Foreign debt
|
|
754,220
|
|
|
663,454
|
|
||
Time deposits
|
|
40,000
|
|
|
40,000
|
|
||
Total marketable securities
|
|
794,220
|
|
|
703,454
|
|
||
Total cash, cash equivalents, and marketable securities
|
|
$
|
1,880,500
|
|
|
$
|
1,830,280
|
|
|
|
As of March 31, 2016
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
754,020
|
|
|
$
|
840
|
|
|
$
|
640
|
|
|
$
|
754,220
|
|
Time deposits
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
||||
Total
|
|
$
|
794,020
|
|
|
$
|
840
|
|
|
$
|
640
|
|
|
$
|
794,220
|
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
665,900
|
|
|
$
|
9
|
|
|
$
|
2,455
|
|
|
$
|
663,454
|
|
Time deposits
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
||||
Total
|
|
$
|
705,900
|
|
|
$
|
9
|
|
|
$
|
2,455
|
|
|
$
|
703,454
|
|
|
|
As of March 31, 2016
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
One year or less
|
|
$
|
291,072
|
|
|
$
|
23
|
|
|
$
|
134
|
|
|
$
|
290,961
|
|
One year to two years
|
|
238,008
|
|
|
104
|
|
|
365
|
|
|
237,747
|
|
||||
Two years to three years
|
|
264,940
|
|
|
713
|
|
|
141
|
|
|
265,512
|
|
||||
Total
|
|
$
|
794,020
|
|
|
$
|
840
|
|
|
$
|
640
|
|
|
$
|
794,220
|
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
One year or less
|
|
$
|
290,377
|
|
|
$
|
9
|
|
|
$
|
406
|
|
|
$
|
289,980
|
|
One year to two years
|
|
228,492
|
|
|
—
|
|
|
1,183
|
|
|
227,309
|
|
||||
Two years to three years
|
|
187,031
|
|
|
—
|
|
|
866
|
|
|
186,165
|
|
||||
Total
|
|
$
|
705,900
|
|
|
$
|
9
|
|
|
$
|
2,455
|
|
|
$
|
703,454
|
|
|
|
As of March 31, 2016
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months
|
|
In Loss Position for
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Foreign debt
|
|
$
|
352,151
|
|
|
$
|
536
|
|
|
$
|
60,325
|
|
|
$
|
104
|
|
|
$
|
412,476
|
|
|
$
|
640
|
|
Total
|
|
$
|
352,151
|
|
|
$
|
536
|
|
|
$
|
60,325
|
|
|
$
|
104
|
|
|
$
|
412,476
|
|
|
$
|
640
|
|
|
|
As of December 31, 2015
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months
|
|
In Loss Position for
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Foreign debt
|
|
$
|
629,033
|
|
|
$
|
2,386
|
|
|
$
|
31,491
|
|
|
$
|
69
|
|
|
$
|
660,524
|
|
|
$
|
2,455
|
|
Total
|
|
$
|
629,033
|
|
|
$
|
2,386
|
|
|
$
|
31,491
|
|
|
$
|
69
|
|
|
$
|
660,524
|
|
|
$
|
2,455
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Restricted cash
|
|
$
|
25,246
|
|
|
$
|
7,764
|
|
Restricted investments
|
|
376,457
|
|
|
326,114
|
|
||
Total restricted cash and investments (1)
|
|
$
|
401,703
|
|
|
$
|
333,878
|
|
(1)
|
There was an additional
$23.2 million
and
$72.5 million
of restricted cash included within prepaid expenses and other current assets at
March 31, 2016
and
December 31, 2015
, respectively.
|
|
|
As of March 31, 2016
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
117,767
|
|
|
$
|
74,362
|
|
|
$
|
—
|
|
|
$
|
192,129
|
|
U.S. government obligations
|
|
165,681
|
|
|
18,856
|
|
|
209
|
|
|
184,328
|
|
||||
Total
|
|
$
|
283,448
|
|
|
$
|
93,218
|
|
|
$
|
209
|
|
|
$
|
376,457
|
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
177,507
|
|
|
$
|
75,670
|
|
|
$
|
—
|
|
|
$
|
253,177
|
|
U.S. government obligations
|
|
61,228
|
|
|
11,709
|
|
|
—
|
|
|
72,937
|
|
||||
Total
|
|
$
|
238,735
|
|
|
$
|
87,379
|
|
|
$
|
—
|
|
|
$
|
326,114
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Accounts receivable trade, gross
|
|
$
|
349,467
|
|
|
$
|
500,631
|
|
Allowance for doubtful accounts
|
|
—
|
|
|
(2
|
)
|
||
Accounts receivable trade, net
|
|
$
|
349,467
|
|
|
$
|
500,629
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Accounts receivable, unbilled
|
|
$
|
68,500
|
|
|
$
|
40,205
|
|
Retainage
|
|
18,375
|
|
|
18,966
|
|
||
Accounts receivable, unbilled and retainage
|
|
$
|
86,875
|
|
|
$
|
59,171
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Raw materials
|
|
$
|
165,229
|
|
|
$
|
159,078
|
|
Work in process
|
|
20,620
|
|
|
19,736
|
|
||
Finished goods
|
|
364,013
|
|
|
309,369
|
|
||
Inventories
|
|
$
|
549,862
|
|
|
$
|
488,183
|
|
Inventories – current
|
|
$
|
443,777
|
|
|
$
|
380,424
|
|
Inventories – noncurrent (1)
|
|
$
|
106,085
|
|
|
$
|
107,759
|
|
(1)
|
As needed, we purchase a critical raw material that is used in our core production process in quantities that exceed anticipated consumption within our normal operating cycle (which is 12 months). We classify such raw materials that we do not expect to be consumed within our operating cycle as noncurrent.
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Value added tax receivables
|
|
$
|
65,505
|
|
|
$
|
51,473
|
|
Prepaid expenses
|
|
60,322
|
|
|
74,990
|
|
||
Derivative instruments
|
|
3,130
|
|
|
2,691
|
|
||
Restricted cash
|
|
23,206
|
|
|
72,526
|
|
||
Other current assets
|
|
74,504
|
|
|
47,297
|
|
||
Prepaid expenses and other current assets
|
|
$
|
226,667
|
|
|
$
|
248,977
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Land
|
|
$
|
12,158
|
|
|
$
|
12,063
|
|
Buildings and improvements
|
|
413,318
|
|
|
410,898
|
|
||
Machinery and equipment
|
|
1,831,275
|
|
|
1,824,717
|
|
||
Office equipment and furniture
|
|
148,286
|
|
|
144,773
|
|
||
Leasehold improvements
|
|
50,818
|
|
|
50,546
|
|
||
Construction in progress
|
|
72,008
|
|
|
37,734
|
|
||
Stored assets (1)
|
|
138,727
|
|
|
138,954
|
|
||
Property, plant and equipment, gross
|
|
2,666,590
|
|
|
2,619,685
|
|
||
Less: accumulated depreciation
|
|
(1,388,204
|
)
|
|
(1,335,549
|
)
|
||
Property, plant and equipment, net
|
|
$
|
1,278,386
|
|
|
$
|
1,284,136
|
|
(1)
|
Consists of machinery and equipment (“stored assets”) that were originally purchased for installation in our previously planned manufacturing capacity expansions. We intend to install and place the stored assets into service when such assets are required or beneficial to our existing installed manufacturing capacity or when market demand supports additional or market-specific manufacturing capacity. During the
three
months ended
March 31, 2016
, we transferred
$0.2 million
of stored assets to our manufacturing facility in Perrysburg, Ohio for use in the production of solar modules. As the remaining stored assets are neither in the condition nor location to produce modules as intended, we will not begin depreciation until such assets are placed into service. The stored assets are evaluated for impairment under a held and used impairment model whenever events or changes in business circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of our long-lived assets may not be recoverable. We ceased the capitalization of interest on our stored assets once they were physically received from the related machinery and equipment vendors.
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
PV solar power systems, gross
|
|
$
|
107,685
|
|
|
$
|
97,991
|
|
Accumulated depreciation
|
|
(5,436
|
)
|
|
(4,250
|
)
|
||
PV solar power systems, net
|
|
$
|
102,249
|
|
|
$
|
93,741
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Interest cost incurred
|
|
$
|
(5,894
|
)
|
|
$
|
(3,477
|
)
|
Interest cost capitalized – property, plant and equipment
|
|
236
|
|
|
567
|
|
||
Interest cost capitalized – project assets
|
|
1,016
|
|
|
2,716
|
|
||
Interest expense, net
|
|
$
|
(4,642
|
)
|
|
$
|
(194
|
)
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Project assets – development costs, including project acquisition and land costs
|
|
$
|
286,206
|
|
|
$
|
436,375
|
|
Project assets – construction costs
|
|
1,050,131
|
|
|
674,762
|
|
||
Project assets
|
|
1,336,337
|
|
|
1,111,137
|
|
||
Deferred project costs – current
|
|
131,249
|
|
|
187,940
|
|
||
Deferred project costs – noncurrent
|
|
39,131
|
|
|
—
|
|
||
Deferred project costs
|
|
170,380
|
|
|
187,940
|
|
||
Total project assets and deferred project costs
|
|
$
|
1,506,717
|
|
|
$
|
1,299,077
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Notes receivable (1)
|
|
$
|
7,927
|
|
|
$
|
12,648
|
|
Income taxes receivable
|
|
4,287
|
|
|
4,071
|
|
||
Deferred rent
|
|
23,244
|
|
|
23,317
|
|
||
Other
|
|
42,299
|
|
|
29,686
|
|
||
Other assets
|
|
$
|
77,757
|
|
|
$
|
69,722
|
|
(1)
|
In
April 2009
, we entered into a credit facility agreement with a solar power project entity of one of our customers for an available amount of
€17.5 million
to provide financing for a PV solar power system. The credit facility replaced a bridge loan that we had made to this entity. The credit facility bears interest at
8.0%
per annum payable quarterly with the full amount due on December 31, 2026. As of
March 31, 2016
and
December 31, 2015
, the balance on the credit facility was
€7.0 million
(
$7.9 million
and
$7.6 million
, respectively, at the balance sheet dates). In
February 2014
, we entered into a convertible loan agreement with a strategic entity for an available amount of up to
$5.0 million
. As of
December 31, 2015
, the balance outstanding on the convertible loan was
$5.0 million
, which we converted into an equity interest in the entity in January 2016.
|
|
|
December 31,
2015 |
|
Acquisitions
|
|
March 31, 2016
|
||||||
CdTe components
|
|
$
|
403,420
|
|
|
$
|
—
|
|
|
$
|
403,420
|
|
Crystalline silicon components
|
|
6,097
|
|
|
—
|
|
|
6,097
|
|
|||
Systems
|
|
68,833
|
|
|
—
|
|
|
68,833
|
|
|||
Accumulated impairment losses
|
|
(393,365
|
)
|
|
—
|
|
|
(393,365
|
)
|
|||
Total
|
|
$
|
84,985
|
|
|
$
|
—
|
|
|
$
|
84,985
|
|
|
|
March 31, 2016
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Patents
|
|
$
|
6,070
|
|
|
$
|
(2,050
|
)
|
|
$
|
4,020
|
|
Developed technology
|
|
114,630
|
|
|
(11,630
|
)
|
|
103,000
|
|
|||
Total
|
|
$
|
120,700
|
|
|
$
|
(13,680
|
)
|
|
$
|
107,020
|
|
|
|
December 31, 2015
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Patents
|
|
6,070
|
|
|
$
|
(1,824
|
)
|
|
$
|
4,246
|
|
|
Developed technology
|
|
114,565
|
|
|
(8,809
|
)
|
|
105,756
|
|
|||
Total
|
|
$
|
120,635
|
|
|
$
|
(10,633
|
)
|
|
$
|
110,002
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Accrued compensation and benefits
|
|
$
|
33,253
|
|
|
$
|
63,699
|
|
Accrued property, plant and equipment
|
|
7,545
|
|
|
7,808
|
|
||
Accrued inventory and balance of systems parts
|
|
42,374
|
|
|
53,542
|
|
||
Accrued project assets and deferred project costs
|
|
141,795
|
|
|
145,695
|
|
||
Product warranty liability (1)
|
|
41,174
|
|
|
38,468
|
|
||
Accrued expenses in excess of normal product warranty liability and related expenses (1)
|
|
3,943
|
|
|
5,040
|
|
||
Other
|
|
81,781
|
|
|
95,200
|
|
||
Accrued expenses
|
|
$
|
351,865
|
|
|
$
|
409,452
|
|
(1)
|
See Note 12. “Commitments and Contingencies”
to our condensed consolidated financial statements for further discussion of “Product warranty liability” and “Accrued expenses in excess of normal product warranty liability and related expenses.”
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Deferred revenue
|
|
$
|
28,861
|
|
|
$
|
17,957
|
|
Derivative instruments
|
|
18,182
|
|
|
16,450
|
|
||
Contingent consideration (1)
|
|
14,495
|
|
|
9,233
|
|
||
Financing liability (2)
|
|
5,260
|
|
|
5,277
|
|
||
Other
|
|
16,577
|
|
|
8,821
|
|
||
Other current liabilities
|
|
$
|
83,375
|
|
|
$
|
57,738
|
|
(1)
|
See Note 12. “Commitments and Contingencies”
to our condensed consolidated financial statements for further discussion.
|
(2)
|
See Note 9. “Investments in Unconsolidated Affiliates and Joint Ventures”
to our condensed consolidated financial statements for further discussion of the financing liabilities associated with our leaseback of the Maryland Solar project.
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Product warranty liability (1)
|
|
$
|
200,962
|
|
|
$
|
193,283
|
|
Other taxes payable
|
|
67,203
|
|
|
66,549
|
|
||
Contingent consideration (1)
|
|
10,319
|
|
|
8,756
|
|
||
Liability in excess of normal product warranty liability and related expenses (1)
|
|
20,279
|
|
|
19,565
|
|
||
Financing liability (2)
|
|
35,582
|
|
|
36,706
|
|
||
Other
|
|
67,458
|
|
|
67,453
|
|
||
Other liabilities
|
|
$
|
401,803
|
|
|
$
|
392,312
|
|
(1)
|
See Note 12. “Commitments and Contingencies”
to our condensed consolidated financial statements for further discussion on “Product warranty liability,” “Contingent consideration,” and “Liability in excess of normal product warranty liability and related expenses.”
|
(2)
|
See Note 9. “Investments in Unconsolidated Affiliates and Joint Ventures”
to our condensed consolidated financial statements for further discussion of the financing liabilities associated with our leaseback of the Maryland Solar project.
|
|
|
March 31, 2016
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
225
|
|
|
$
|
400
|
|
Cross-currency swap contract
|
|
—
|
|
|
4,497
|
|
|
9,005
|
|
|||
Total derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
4,722
|
|
|
$
|
9,405
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
3,130
|
|
|
$
|
13,460
|
|
|
$
|
—
|
|
Total derivatives not designated as hedging instruments
|
|
$
|
3,130
|
|
|
$
|
13,460
|
|
|
$
|
—
|
|
Total derivative instruments
|
|
$
|
3,130
|
|
|
$
|
18,182
|
|
|
$
|
9,405
|
|
|
|
December 31, 2015
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
285
|
|
Cross-currency swap contract
|
|
—
|
|
|
6,909
|
|
|
13,835
|
|
|||
Interest rate swap contract
|
|
—
|
|
|
16
|
|
|
—
|
|
|||
Total derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
7,057
|
|
|
$
|
14,120
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
2,691
|
|
|
$
|
9,393
|
|
|
$
|
—
|
|
Total derivatives not designated as hedging instruments
|
|
$
|
2,691
|
|
|
$
|
9,393
|
|
|
$
|
—
|
|
Total derivative instruments
|
|
$
|
2,691
|
|
|
$
|
16,450
|
|
|
$
|
14,120
|
|
|
|
March 31, 2016
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in Consolidated Balance Sheet
|
|
|
||||||||||
|
|
Gross Asset (Liability)
|
|
Gross Offset in Consolidated Balance Sheet
|
|
Net Amount Recognized in Financial Statements
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||
Foreign exchange forward contracts
|
|
$
|
(625
|
)
|
|
—
|
|
|
(625
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(625
|
)
|
Cross-currency swap contract
|
|
$
|
(13,502
|
)
|
|
—
|
|
|
(13,502
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(13,502
|
)
|
|
|
December 31, 2015
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in Consolidated Balance Sheet
|
|
|
||||||||||
|
|
Gross Asset (Liability)
|
|
Gross Offset in Consolidated Balance Sheet
|
|
Net Amount Recognized in Financial Statements
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||
Foreign exchange forward contracts
|
|
$
|
(417
|
)
|
|
—
|
|
|
(417
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(417
|
)
|
Cross-currency swap contract
|
|
$
|
(20,744
|
)
|
|
—
|
|
|
(20,744
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(20,744
|
)
|
Interest rate swap contract
|
|
$
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(16
|
)
|
|
|
Foreign Exchange Forward Contracts
|
|
Interest Rate Swap Contract
|
|
Cross Currency Swap Contract
|
|
Total
|
||||||||
Balance in accumulated other comprehensive income (loss) at December 31, 2015
|
|
$
|
162
|
|
|
$
|
(16
|
)
|
|
$
|
(2,017
|
)
|
|
$
|
(1,871
|
)
|
Amounts recognized in other comprehensive income (loss)
|
|
(2
|
)
|
|
(2
|
)
|
|
7,163
|
|
|
7,159
|
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency loss, net
|
|
—
|
|
|
—
|
|
|
(7,162
|
)
|
|
(7,162
|
)
|
||||
Interest expense, net
|
|
—
|
|
|
18
|
|
|
80
|
|
|
98
|
|
||||
Balance in accumulated other comprehensive income (loss) at March 31, 2016
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
(1,936
|
)
|
|
$
|
(1,776
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Balance in accumulated other comprehensive income (loss) at December 31, 2014
|
|
$
|
6,621
|
|
|
$
|
(210
|
)
|
|
$
|
(3,399
|
)
|
|
$
|
3,012
|
|
Amounts recognized in other comprehensive income (loss)
|
|
(5,370
|
)
|
|
29
|
|
|
(3,345
|
)
|
|
(8,686
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
(352
|
)
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
||||
Cost of sales
|
|
3,213
|
|
|
—
|
|
|
—
|
|
|
3,213
|
|
||||
Foreign currency loss, net
|
|
—
|
|
|
—
|
|
|
3,346
|
|
|
3,346
|
|
||||
Interest expense, net
|
|
—
|
|
|
63
|
|
|
49
|
|
|
112
|
|
||||
Balance in accumulated other comprehensive income (loss) at March 31, 2015
|
|
$
|
4,112
|
|
|
$
|
(118
|
)
|
|
$
|
(3,349
|
)
|
|
$
|
645
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||
|
|
|
|
Three Months Ended March 31,
|
||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain (Loss) Recognized in Income
|
|
2016
|
|
2015
|
||||
Foreign exchange forward contracts
|
|
Foreign currency loss, net
|
|
$
|
(17,381
|
)
|
|
$
|
(8,317
|
)
|
Foreign exchange forward contracts
|
|
Cost of sales
|
|
$
|
—
|
|
|
$
|
14,516
|
|
|
|
March 31, 2016
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Indian rupee
|
|
INR1,290.0
|
|
$19.4
|
|
|
December 31, 2015
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Indian rupee
|
|
INR 1,290.0
|
|
$19.4
|
|
|
March 31, 2016
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Euro
|
|
€40.5
|
|
$45.9
|
Sell
|
|
Euro
|
|
€166.3
|
|
$188.3
|
Purchase
|
|
Australian dollar
|
|
AUD 1.5
|
|
$1.2
|
Sell
|
|
Australian dollar
|
|
AUD 39.3
|
|
$30.2
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 39.7
|
|
$10.1
|
Sell
|
|
Malaysian ringgit
|
|
MYR 259.0
|
|
$65.7
|
Sell
|
|
Canadian dollar
|
|
CAD 18.9
|
|
$14.6
|
Sell
|
|
Japanese yen
|
|
JPY 9,221.8
|
|
$81.9
|
Purchase
|
|
British pound
|
|
GBP 11.1
|
|
$16.0
|
Sell
|
|
British pound
|
|
GBP 14.4
|
|
$20.8
|
Purchase
|
|
Singapore dollar
|
|
SGD 58.0
|
|
$42.9
|
Sell
|
|
Singapore dollar
|
|
SGD 8.6
|
|
$6.4
|
Sell
|
|
Indian rupee
|
|
INR 14,433.2
|
|
$217.4
|
Purchase
|
|
South African rand
|
|
ZAR 41.4
|
|
$2.8
|
Sell
|
|
South African rand
|
|
ZAR 103.7
|
|
$7.0
|
|
|
December 31, 2015
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Euro
|
|
€42.0
|
|
$45.9
|
Sell
|
|
Euro
|
|
€150.1
|
|
$164.0
|
Purchase
|
|
Australian dollar
|
|
AUD 41.1
|
|
$29.9
|
Sell
|
|
Australian dollar
|
|
AUD 89.0
|
|
$64.8
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 61.4
|
|
$14.3
|
Sell
|
|
Malaysian ringgit
|
|
MYR 80.7
|
|
$18.8
|
Sell
|
|
Canadian dollar
|
|
CAD 4.5
|
|
$3.2
|
Sell
|
|
Japanese yen
|
|
JPY 8,448.7
|
|
$70.1
|
Purchase
|
|
British pound
|
|
GBP 11.1
|
|
$16.5
|
Sell
|
|
British pound
|
|
GBP 16.0
|
|
$23.7
|
Sell
|
|
Indian rupee
|
|
INR 8,939.0
|
|
$134.6
|
Purchase
|
|
South African rand
|
|
ZAR 41.1
|
|
$2.7
|
Sell
|
|
South African rand
|
|
ZAR 81.5
|
|
$5.3
|
•
|
Cash equivalents.
At
March 31, 2016
and
December 31, 2015
, our cash equivalents consisted of money market funds. 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 and restricted investments.
At
March 31, 2016
and
December 31, 2015
, our marketable securities consisted of foreign debt and time deposits, and our restricted investments consisted of foreign and U.S. government obligations. We value our marketable securities and restricted investments using observable inputs that reflect quoted prices for securities with identical characteristics or quoted prices for securities with similar characteristics and other observable inputs (such as interest rates that are observable at commonly quoted intervals). Accordingly, we classify the valuation techniques that use these inputs as either Level 1 or Level 2 depending on the inputs used. We also consider the effect of our counterparties’ credit standings in these fair value measurements.
|
•
|
Derivative assets and liabilities
. At
March 31, 2016
and
December 31, 2015
, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies and a cross-currency swap contract involving certain currencies and interest rates. At
December 31, 2015
, our derivative assets and liabilities also consisted of an interest rate swap. Since our derivative assets and liabilities are not traded on an exchange, we value them using standard industry valuation models. Where applicable, these models project future cash flows and discount the 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 contract term of the derivative instruments we hold, and accordingly, we classify the valuation techniques as Level 2. In evaluating credit risk, we consider the effect of our counterparties’ and our own credit standing in the fair value measurements of our derivative assets and liabilities, respectively.
|
|
|
March 31, 2016
|
||||||||||||||
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
68,946
|
|
|
$
|
68,946
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign debt
|
|
754,220
|
|
|
—
|
|
|
754,220
|
|
|
—
|
|
||||
Time deposits
|
|
40,000
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
||||
Restricted investments
|
|
376,457
|
|
|
—
|
|
|
376,457
|
|
|
—
|
|
||||
Derivative assets
|
|
3,130
|
|
|
—
|
|
|
3,130
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,242,753
|
|
|
$
|
108,946
|
|
|
$
|
1,133,807
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
27,587
|
|
|
$
|
—
|
|
|
$
|
27,587
|
|
|
$
|
—
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|||||||
Money market funds
|
|
$
|
330
|
|
|
$
|
330
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign debt
|
|
663,454
|
|
|
—
|
|
|
663,454
|
|
|
—
|
|
||||
Time deposits
|
|
40,000
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
||||
Restricted investments
|
|
326,114
|
|
|
—
|
|
|
326,114
|
|
|
—
|
|
||||
Derivative assets
|
|
2,691
|
|
|
—
|
|
|
2,691
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,032,589
|
|
|
$
|
40,330
|
|
|
$
|
992,259
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
30,570
|
|
|
$
|
—
|
|
|
$
|
30,570
|
|
|
$
|
—
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
$
|
794,220
|
|
|
$
|
794,220
|
|
|
$
|
703,454
|
|
|
$
|
703,454
|
|
Foreign exchange forward contract assets
|
|
3,130
|
|
|
3,130
|
|
|
2,691
|
|
|
2,691
|
|
||||
Restricted investments
|
|
376,457
|
|
|
376,457
|
|
|
326,114
|
|
|
326,114
|
|
||||
Notes receivable – noncurrent
|
|
7,927
|
|
|
8,090
|
|
|
12,648
|
|
|
18,382
|
|
||||
Notes receivable, affiliates – noncurrent
|
|
17,851
|
|
|
19,485
|
|
|
17,887
|
|
|
19,932
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current maturities
|
|
$
|
298,401
|
|
|
$
|
304,425
|
|
|
$
|
288,350
|
|
|
$
|
294,449
|
|
Interest rate swap contract liabilities
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
||||
Cross-currency swap contract liabilities
|
|
13,502
|
|
|
13,502
|
|
|
20,744
|
|
|
20,744
|
|
||||
Foreign exchange forward contract liabilities
|
|
14,085
|
|
|
14,085
|
|
|
9,810
|
|
|
9,810
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Equity method investments
|
|
$
|
367,307
|
|
|
$
|
375,355
|
|
Cost method investments
|
|
24,862
|
|
|
24,450
|
|
||
Investments in unconsolidated affiliates and joint ventures
|
|
$
|
392,169
|
|
|
$
|
399,805
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Number of projects
|
|
7
|
|
|
6
|
|
||
Increase in gross profit resulting from net change in estimate (in thousands)
|
|
$
|
23,231
|
|
|
$
|
22,966
|
|
Net change in estimate as a percentage of aggregate gross profit for associated projects
|
|
2.6
|
%
|
|
1.9
|
%
|
|
|
|
|
|
|
Balance (USD)
|
||||||
Loan Agreement
|
|
Maturity
|
|
Loan Denomination
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Revolving credit facility
|
|
July 2018
|
|
USD
|
|
$
|
—
|
|
|
$
|
—
|
|
Project construction credit facilities
|
|
Various
|
|
Various
|
|
237,019
|
|
|
218,183
|
|
||
Malaysian ringgit facility agreement
|
|
September 2018
|
|
MYR
|
|
49,205
|
|
|
54,175
|
|
||
Malaysian euro facility agreement
|
|
April 2018
|
|
EUR
|
|
22,668
|
|
|
21,869
|
|
||
Malaysian facility agreement
|
|
March 2016
|
|
EUR
|
|
—
|
|
|
5,100
|
|
||
Capital lease obligations
|
|
Various
|
|
Various
|
|
941
|
|
|
1,065
|
|
||
Long-term debt principal
|
|
|
|
|
|
309,833
|
|
|
300,392
|
|
||
Less: unamortized discount and issuance costs
|
|
|
|
|
|
(10,491
|
)
|
|
(10,977
|
)
|
||
Total long-term debt
|
|
|
|
|
|
299,342
|
|
|
289,415
|
|
||
Less: current portion
|
|
|
|
|
|
(94,080
|
)
|
|
(38,090
|
)
|
||
Noncurrent portion
|
|
|
|
|
|
$
|
205,262
|
|
|
$
|
251,325
|
|
Loan Agreement
|
|
Borrowing Rate at March 31, 2016
|
Revolving Credit Facility
|
|
2.88%
|
Luz del Norte Credit Facilities
|
|
Fixed rate loans at bank rate plus 3.50%
|
|
Variable rate loans at 91-Day U.S. Treasury Bill Yield or LIBOR plus 3.50%
|
|
|
VAT loans at bank rate plus 1.30%
|
|
Japan Credit Facility
|
|
TIBOR plus 0.5%
|
India Credit Facilities
|
|
Bank rate plus 2.35%
|
Malaysian Ringgit Facility Agreement
|
|
KLIBOR plus 2.00% (1)
|
Malaysian Euro Facility Agreement
|
|
EURIBOR plus 1.00%
|
Capital lease obligations
|
|
Various
|
(1)
|
We have entered into an interest rate hedge for this variable rate.
See Note 7. “Derivative Financial Instruments”
to our condensed consolidated financial statements.
|
|
|
Total Debt
|
||
Remainder of 2016
|
|
$
|
27,407
|
|
2017
|
|
88,545
|
|
|
2018
|
|
29,055
|
|
|
2019
|
|
5,785
|
|
|
2020
|
|
11,930
|
|
|
Thereafter
|
|
146,170
|
|
|
Total long-term debt future principal payments
|
|
$
|
308,892
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Product warranty liability, beginning of period
|
|
$
|
231,751
|
|
|
$
|
223,057
|
|
Accruals for new warranties issued
|
|
7,902
|
|
|
6,740
|
|
||
Settlements
|
|
(2,382
|
)
|
|
(2,749
|
)
|
||
Changes in estimate of product warranty liability
|
|
4,865
|
|
|
(6,643
|
)
|
||
Product warranty liability, end of period
|
|
$
|
242,136
|
|
|
$
|
220,405
|
|
Current portion of warranty liability
|
|
$
|
41,174
|
|
|
$
|
70,031
|
|
Noncurrent portion of warranty liability
|
|
$
|
200,962
|
|
|
$
|
150,374
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Cost of sales
|
|
$
|
2,355
|
|
|
$
|
3,404
|
|
Research and development
|
|
1,050
|
|
|
1,169
|
|
||
Selling, general and administrative
|
|
8,073
|
|
|
7,494
|
|
||
Production start-up
|
|
—
|
|
|
12
|
|
||
Total share-based compensation expense
|
|
$
|
11,478
|
|
|
$
|
12,079
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Restricted and performance stock units
|
|
$
|
11,216
|
|
|
$
|
10,952
|
|
Unrestricted stock
|
|
419
|
|
|
331
|
|
||
Stock purchase plan
|
|
346
|
|
|
315
|
|
||
|
|
11,981
|
|
|
11,598
|
|
||
Net amount (absorbed into) released from inventory
|
|
(503
|
)
|
|
481
|
|
||
Total share-based compensation expense
|
|
$
|
11,478
|
|
|
$
|
12,079
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Basic net income (loss) per share
|
|
|
|
|
||||
Numerator:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
170,565
|
|
|
$
|
(60,917
|
)
|
Denominator:
|
|
|
|
|
||||
Weighted-average common shares outstanding
|
|
101,853
|
|
|
100,375
|
|
||
|
|
|
|
|
||||
Diluted net income (loss) per share
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Weighted-average common shares outstanding
|
|
101,853
|
|
|
100,375
|
|
||
Effect of restricted and performance stock units and stock purchase plan shares
|
|
892
|
|
|
—
|
|
||
Weighted-average shares used in computing diluted net income (loss) per share
|
|
102,745
|
|
|
100,375
|
|
||
|
|
|
|
|
||||
Net income (loss) per share:
|
|
|
|
|
||||
Basic
|
|
$
|
1.67
|
|
|
$
|
(0.61
|
)
|
Diluted
|
|
$
|
1.66
|
|
|
$
|
(0.61
|
)
|
|
|
Three Months Ended March 31,
|
||||
|
|
2016
|
|
2015
|
||
Anti-dilutive shares
|
|
1
|
|
|
1,413
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net income (loss)
|
|
$
|
170,565
|
|
|
$
|
(60,917
|
)
|
Other comprehensive income, net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
5,542
|
|
|
(15,393
|
)
|
||
Unrealized gain on marketable securities and restricted investments for the period, net of tax of $(2,296) and $(2,057)
|
|
40,866
|
|
|
38,287
|
|
||
Less: reclassification for gains included in net income (loss), net of tax of $2,904 and $0
|
|
(34,900
|
)
|
|
—
|
|
||
Unrealized gain on marketable securities and restricted investments
|
|
5,966
|
|
|
38,287
|
|
||
Unrealized gain (loss) on derivative instruments for the period, net of tax of $10 and $1,637
|
|
7,170
|
|
|
(7,049
|
)
|
||
Less: reclassification for (gains) losses included in net income, net of tax of $0 and $(830)
|
|
(7,064
|
)
|
|
5,489
|
|
||
Unrealized gain (loss) on derivative instruments
|
|
106
|
|
|
(1,560
|
)
|
||
Other comprehensive income, net of tax
|
|
11,614
|
|
|
21,334
|
|
||
Comprehensive income (loss)
|
|
$
|
182,179
|
|
|
$
|
(39,583
|
)
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Marketable Securities and Restricted Investments
|
|
Unrealized Gain (Loss) on Derivative Instruments
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
|
$
|
(69,769
|
)
|
|
$
|
86,884
|
|
|
$
|
(1,635
|
)
|
|
$
|
15,480
|
|
Other comprehensive income before reclassifications
|
|
5,542
|
|
|
40,866
|
|
|
7,170
|
|
|
53,578
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
(34,900
|
)
|
|
(7,064
|
)
|
|
(41,964
|
)
|
||||
Net other comprehensive income
|
|
5,542
|
|
|
5,966
|
|
|
106
|
|
|
11,614
|
|
||||
Balance as of March 31, 2016
|
|
$
|
(64,227
|
)
|
|
$
|
92,850
|
|
|
$
|
(1,529
|
)
|
|
$
|
27,094
|
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Marketable Securities and Restricted Investments
|
|
Unrealized Gain (Loss) on Derivative Instruments
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
|
$
|
(53,337
|
)
|
|
$
|
102,299
|
|
|
$
|
1,178
|
|
|
$
|
50,140
|
|
Other comprehensive (loss) income before reclassifications
|
|
(15,393
|
)
|
|
38,287
|
|
|
(7,049
|
)
|
|
15,845
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
5,489
|
|
|
5,489
|
|
||||
Net other comprehensive (loss) income
|
|
(15,393
|
)
|
|
38,287
|
|
|
(1,560
|
)
|
|
21,334
|
|
||||
Balance as of March 31, 2015
|
|
$
|
(68,730
|
)
|
|
$
|
140,586
|
|
|
$
|
(382
|
)
|
|
$
|
71,474
|
|
|
|
Amount Reclassified for the
|
|
|
||||||
Details of Accumulated Other Comprehensive Income
|
|
Three Months Ended March 31,
|
|
Income Statement Line Item
|
||||||
|
2016
|
|
2015
|
|
||||||
Gains and (losses) on marketable securities and restricted investments:
|
|
|
|
|
|
|
||||
|
|
$
|
37,804
|
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
|
(2,904
|
)
|
|
—
|
|
|
Tax expense
|
||
|
|
$
|
34,900
|
|
|
$
|
—
|
|
|
Total, net of tax
|
Gains and (losses) on derivative contracts:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
352
|
|
|
Net sales
|
Foreign exchange forward contracts
|
|
—
|
|
|
(3,213
|
)
|
|
Cost of sales
|
||
Cross currency swap contract
|
|
7,162
|
|
|
(3,346
|
)
|
|
Foreign currency loss, net
|
||
Interest rate and cross currency swap contracts
|
|
(98
|
)
|
|
(112
|
)
|
|
Interest expense, net
|
||
|
|
7,064
|
|
|
(6,319
|
)
|
|
Total before tax
|
||
|
|
—
|
|
|
830
|
|
|
Tax expense
|
||
|
|
$
|
7,064
|
|
|
$
|
(5,489
|
)
|
|
Total net of tax
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
|
Components
|
|
Systems
|
|
Total
|
||||||||||||
Net sales
|
|
$
|
290,504
|
|
|
$
|
557,980
|
|
|
$
|
848,484
|
|
|
$
|
225,617
|
|
|
$
|
243,592
|
|
|
$
|
469,209
|
|
Gross profit
|
|
82,981
|
|
|
179,964
|
|
|
262,945
|
|
|
19,389
|
|
|
19,592
|
|
|
38,981
|
|
||||||
Depreciation and amortization expense
|
|
55,292
|
|
|
3,446
|
|
|
58,738
|
|
|
59,811
|
|
|
3,418
|
|
|
63,229
|
|
||||||
Income (loss) before income taxes
|
|
81,180
|
|
|
118,152
|
|
|
199,332
|
|
|
(28,057
|
)
|
|
(38,666
|
)
|
|
(66,723
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
|
Components
|
|
Systems
|
|
Total
|
||||||||||||
Goodwill
|
|
$
|
16,152
|
|
|
$
|
68,833
|
|
|
$
|
84,985
|
|
|
$
|
16,152
|
|
|
$
|
68,833
|
|
|
$
|
84,985
|
|
Total assets
|
|
4,150,738
|
|
|
3,427,051
|
|
|
7,577,789
|
|
|
4,037,955
|
|
|
3,278,376
|
|
|
7,316,331
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Solar module revenue
|
|
$
|
55,267
|
|
|
$
|
101,133
|
|
Solar power system revenue
|
|
793,217
|
|
|
368,076
|
|
||
Net sales
|
|
$
|
848,484
|
|
|
$
|
469,209
|
|
•
|
Net sales for the
three
months ended
March 31, 2016
increased
by
81%
to
$848.5 million
compared to
$469.2 million
for the same period in
2015
. The
increase
in net sales was driven by the sale of an additional interest in and construction on our Desert Stateline project, continued construction on our Silver State South and McCoy projects, and the commencement of construction on our Astoria project in late 2015. These increases in net sales were partially offset by lower net sales from the substantial completion of our AGL Nyngan and Copper Mountain 2 projects.
|
•
|
Gross profit for the
three
months ended
March 31, 2016
increased
22.7 percentage points
to
31.0%
from
8.3%
for the same period in
2015
. The
increase
in gross profit was primarily the result of the favorable mix of higher gross profit projects sold and under construction during the period.
|
•
|
As of
March 31, 2016
, we had
30
installed production lines with an annual global manufacturing capacity of approximately
3.2 GW
at our manufacturing facilities in Perrysburg, Ohio and Kulim, Malaysia. We produced
0.8 GW
of solar modules during the
three
months ended
March 31, 2016
, which represented a
43%
increase
from the same period in
2015
. This
increase
in production was primarily driven by higher capacity utilization, improved module conversion efficiencies, and additional manufacturing capacity. We expect to produce approximately
3.1 GW
of solar modules during
2016
.
|
•
|
During the
three
months ended
March 31, 2016
, we ran our manufacturing facilities at
100%
capacity utilization, which represented a
13 percentage point
increase
from the same period in
2015
.
|
•
|
The average conversion efficiency of our modules was
16.2%
for the
three
months ended
March 31, 2016
, which was an improvement of
1.5 percentage points
from the
three
months ended
March 31, 2015
.
|
|
|
|
|
|
As of March 31, 2016
|
||
Project/Location
|
Project Size in MW AC (1)
|
PPA Contracted Partner
|
EPC Contract/Partner Developed Project
|
Expected Year Revenue Recognition Will Be Completed By
|
Percentage Complete
|
Percentage of Revenue Recognized
|
|
Stateline, California
|
300
|
|
SCE
|
Southern Company (2)
|
2016
|
85%
|
83%
|
McCoy, California
|
250
|
|
SCE
|
NextEra
|
2016
|
92%
|
92%
|
Silver State South, Nevada
|
250
|
|
SCE
|
NextEra
|
2016
|
91%
|
82%
|
Astoria, California
|
175
|
|
(3)
|
Recurrent
|
2016
|
46%
|
46%
|
Taylor, Georgia
|
147
|
|
(4)
|
Southern Company
|
2016
|
24%
|
24%
|
East Pecos Solar, Texas
|
119
|
|
Austin Energy
|
Southern Company
|
2016
|
6%
|
6%
|
Butler, Georgia
|
103
|
|
Georgia Power
|
Southern Company
|
2016
|
15%
|
15%
|
Decatur Parkway Solar, Georgia
|
83
|
|
Georgia Power
|
Southern Company
|
2016
|
98%
|
98%
|
Shams Ma’an, Jordan
|
53
|
|
NEPCO (5)
|
(3)
|
2016
|
50%
|
—%
|
Elm City, North Carolina
|
40
|
|
UOG (6)
|
Duke
|
2016
|
90%
|
90%
|
Kingbird, California
|
40
|
|
SCPPA/
City of Pasadena (7) |
(8)
|
(8)
|
93%
|
—%
|
Total
|
1,560
|
|
|
|
|
|
|
Project/Location
|
Fully Permitted
|
Project Size in MW AC (1)
|
PPA Contracted Partner
|
Expected or Actual Substantial Completion Year
|
Percentage Complete as of March 31, 2016
|
|
Tribal Solar
|
No
|
310
|
|
SCE
|
2019
|
1%
|
California Flats, California
|
No
|
280
|
|
PG&E/Apple Inc. (9)
|
2018
|
17%
|
Moapa, Nevada
|
Yes
|
250
|
|
LADWP
|
2016
|
82%
|
India (Multiple Locations)
|
No
|
190
|
|
TSSPDCL /
APSPDCL (10)
|
2016
|
57%
|
Rosamond, California
|
Yes
|
150
|
|
SCE
|
2019
|
7%
|
Sun Streams, Arizona
|
Yes
|
150
|
|
SCE
|
2019
|
3%
|
Luz del Norte, Chile
|
Yes
|
141
|
|
(11)
|
2016
|
98%
|
Willow Springs, California
|
Yes
|
100
|
|
SCE
|
2019
|
17%
|
Sunshine Valley, Nevada
|
Yes
|
100
|
|
SCE
|
2019
|
1%
|
Switch Station 1, Nevada
|
No
|
100
|
|
Nevada Power Company
|
2017
|
11%
|
Switch Station 2, Nevada
|
No
|
79
|
|
Nevada Power Company / Sierra Pacific Power Company
|
2017
|
1%
|
Japan
|
Yes
|
59
|
|
(3)
|
2017/2018
|
4%
|
Miyagi, Japan
|
No
|
40
|
|
Tohoku Electric Power Company
|
2018
|
7%
|
Cuyama, California
|
Yes
|
40
|
|
PG&E
|
2017
|
23%
|
Turkey (Multiple Locations)
|
No
|
31
|
|
(12)
|
2018
|
3%
|
Helios, Honduras
|
Yes
|
25
|
|
ENEE (13)
|
2017
|
—%
|
Total
|
|
2,045
|
|
|
|
|
(1)
|
The volume of modules installed in MW DC will be higher than the MW AC size pursuant to a DC-AC ratio typically ranging from
1.2 to 1.3
; such ratio varies across different projects due to various system design factors
|
(2)
|
Controlling interest in the project sold to Southern Company in August 2015
|
(3)
|
Contracted but not specified
|
(4)
|
PPA contracted partners include Cobb Electric Membership Corporation, Flint Electric Membership Corporation, and Sawnee Electric Membership Corporation
|
(5)
|
NEPCO is defined as National Electric Power Company, the country of Jordan’s regulatory authority for power generation and distribution and a consortium of investors
|
(6)
|
UOG is defined as Utility Owned Generation
|
(7)
|
SCPPA is defined as Southern California Public Power Authority; SCPPA 20 MW AC and City of Pasadena 20 MW AC
|
(8)
|
Agreements executed to sell project to 8point3 Operating Company, LLC and tax equity investor in March 2016
|
(9)
|
PG&E 150 MW AC and Apple Inc. 130 MW AC
|
(10)
|
TSSPDCL is defined as Southern Power Distribution Company of Telangana State Ltd and consists of 110 MW AC of projects; and APSPDCL is defined as Andhra Pradesh Southern Power Distribution Company Ltd and consists of 80 MW AC of projects
|
(11)
|
PPA executed for approximately 31 MW AC of capacity; remaining electricity to be sold on an open contract basis
|
(12)
|
Electricity expected to be sold under feed-in-tariff structure for ten years, pending acquisition of certain licenses
|
(13)
|
ENEE is defined as Empresa Nacional de Energía Eléctrica
|
|
|
Three Months Ended March 31,
|
||||
|
|
2016
|
|
2015
|
||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
69.0
|
%
|
|
91.7
|
%
|
Gross profit
|
|
31.0
|
%
|
|
8.3
|
%
|
Research and development
|
|
3.6
|
%
|
|
7.4
|
%
|
Selling, general and administrative
|
|
8.0
|
%
|
|
14.4
|
%
|
Production start-up
|
|
—
|
%
|
|
1.4
|
%
|
Operating income (loss)
|
|
19.5
|
%
|
|
(14.9
|
)%
|
Foreign currency loss, net
|
|
(0.4
|
)%
|
|
—
|
%
|
Interest income
|
|
0.8
|
%
|
|
1.1
|
%
|
Interest expense, net
|
|
(0.5
|
)%
|
|
—
|
%
|
Other income (expense), net
|
|
4.2
|
%
|
|
(0.3
|
)%
|
Income tax (expense) benefit
|
|
(4.0
|
)%
|
|
1.3
|
%
|
Equity in earnings of unconsolidated affiliates, net of tax
|
|
0.6
|
%
|
|
—
|
%
|
Net income (loss)
|
|
20.1
|
%
|
|
(13.0
|
)%
|
|
|
Three Months Ended March 31,
|
|
|
|||||||||||
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Solar module revenue
|
|
$
|
55,267
|
|
|
$
|
101,133
|
|
|
$
|
(45,866
|
)
|
|
(45
|
)%
|
Solar power system revenue
|
|
793,217
|
|
|
368,076
|
|
|
425,141
|
|
|
116
|
%
|
|||
Net sales
|
|
$
|
848,484
|
|
|
$
|
469,209
|
|
|
$
|
379,275
|
|
|
81
|
%
|
|
|
Three Months Ended March 31,
|
|
|
|||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Components
|
|
$
|
290,504
|
|
|
$
|
225,617
|
|
|
$
|
64,887
|
|
|
29
|
%
|
Systems
|
|
557,980
|
|
|
243,592
|
|
|
314,388
|
|
|
129
|
%
|
|||
Net sales
|
|
$
|
848,484
|
|
|
$
|
469,209
|
|
|
$
|
379,275
|
|
|
81
|
%
|
|
|
Three Months Ended March 31,
|
|
|
|||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Components
|
|
$
|
207,523
|
|
|
$
|
206,228
|
|
|
$
|
1,295
|
|
|
1
|
%
|
Systems
|
|
378,016
|
|
|
224,000
|
|
|
154,016
|
|
|
69
|
%
|
|||
Total cost of sales
|
|
$
|
585,539
|
|
|
$
|
430,228
|
|
|
$
|
155,311
|
|
|
36
|
%
|
% of net sales
|
|
69.0
|
%
|
|
91.7
|
%
|
|
|
|
|
•
|
Higher costs of $35.2 million associated with the increased volume of modules sold as part of our systems business projects and
|
•
|
Higher inventory write-downs of $4.6 million; partially offset by
|
•
|
Continued reductions in the cost per watt of our solar modules, which decreased cost of sales by $39.6 million.
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Gross profit
|
|
$
|
262,945
|
|
|
$
|
38,981
|
|
|
$
|
223,964
|
|
|
575
|
%
|
% of net sales
|
|
31.0
|
%
|
|
8.3
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Research and development
|
|
$
|
30,187
|
|
|
$
|
34,756
|
|
|
$
|
(4,569
|
)
|
|
(13
|
)%
|
% of net sales
|
|
3.6
|
%
|
|
7.4
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Selling, general and administrative
|
|
$
|
67,503
|
|
|
$
|
67,688
|
|
|
$
|
(185
|
)
|
|
—
|
%
|
% of net sales
|
|
8.0
|
%
|
|
14.4
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Production start-up
|
|
$
|
—
|
|
|
$
|
6,650
|
|
|
$
|
(6,650
|
)
|
|
(100
|
)%
|
% of net sales
|
|
—
|
%
|
|
1.4
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Foreign currency loss, net
|
|
$
|
(3,240
|
)
|
|
$
|
(221
|
)
|
|
$
|
(3,019
|
)
|
|
1,366
|
%
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Interest income
|
|
$
|
6,406
|
|
|
$
|
5,064
|
|
|
$
|
1,342
|
|
|
27
|
%
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Interest expense, net
|
|
$
|
(4,642
|
)
|
|
$
|
(194
|
)
|
|
$
|
(4,448
|
)
|
|
2,293
|
%
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Other income (expense), net
|
|
$
|
35,553
|
|
|
$
|
(1,259
|
)
|
|
$
|
36,812
|
|
|
2,924
|
%
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Components
|
|
$
|
81,180
|
|
|
$
|
(28,057
|
)
|
|
$
|
109,237
|
|
|
389
|
%
|
Systems
|
|
118,152
|
|
|
(38,666
|
)
|
|
156,818
|
|
|
406
|
%
|
|||
Total income before taxes
|
|
$
|
199,332
|
|
|
$
|
(66,723
|
)
|
|
$
|
266,055
|
|
|
399
|
%
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
|||||||||
Income tax (expense) benefit
|
|
$
|
(33,764
|
)
|
|
$
|
5,980
|
|
|
$
|
(39,744
|
)
|
|
(665
|
)%
|
Effective tax rate
|
|
16.9
|
%
|
|
9.0
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
Three Month Change
|
||||||
Equity in earnings of unconsolidated affiliates, net of tax
|
|
4,997
|
|
|
(174
|
)
|
|
5,171
|
|
|
2,972
|
%
|
•
|
The amount of solar module inventory and BoS parts as of
March 31, 2016
was
$519.2 million
. As we continue with the construction of our advanced-stage project pipeline, we must produce solar modules and procure BoS parts in the required volumes to support our planned construction schedules. As part of this construction cycle, we typically must manufacture modules or acquire the necessary BoS parts for construction activities in advance of receiving payment for such materials, which may temporarily reduce our liquidity. Once solar modules and BoS parts are installed in a project, such installed amounts are classified as either project assets, deferred project costs, PV solar power systems, or cost of sales depending upon whether the project is subject to a definitive sales contract and whether all revenue recognition criteria have been met. As of
March 31, 2016
,
$260.9 million
,
or
72%
, of our solar module inventory was either on-site or in-transit to our systems projects. All BoS parts are for our systems business projects.
|
•
|
The amount of accounts receivable, unbilled and retainage as of
March 31, 2016
was
$86.9 million
, which included
$68.5 million
of unbilled amounts. These unbilled accounts receivable represent revenue that has been recognized in advance of billing the customer under the terms of the underlying construction contracts. Such construction costs have been funded with working capital, and the unbilled amounts are expected to be billed and collected from customers during the next 12 months. Once we meet the billing criteria under a construction contract, we bill our customers accordingly and reclassify the
accounts receivable, unbilled and retainage
to
accounts receivable trade, net
. The amount of accounts receivable,
|
•
|
We may commit working capital during the remainder of
2016
and beyond to acquire solar power projects in various stages of development, including advanced-stage projects with PPAs, and to continue developing those projects as necessary. Depending upon the size and stage of development, costs to acquire such solar power projects could be significant. When evaluating project acquisition opportunities, we consider both the strategic and financial benefits of any such acquisitions.
|
•
|
Joint ventures or other strategic arrangements with partners are a key part of our strategy. We have initiatives in several markets to expedite our penetration of those markets and establish relationships with potential customers. Some of these arrangements involve and are expected to involve significant investments or other allocations of capital that could reduce our liquidity or require us to pursue additional sources of financing, assuming such sources are available to us.
Additionally, we have elected and may in the future elect or be required to temporarily retain a noncontrolling ownership interest in certain underlying systems projects we develop, supply modules to, or construct. Any such retained ownership interest is expected to impact our liquidity to the extent we do not obtain new sources of capital to fund such investments.
|
•
|
During the remainder of
2016
, we expect to spend
$250 million
to
$350 million
for capital expenditures, including expenditures related to the manufacturing of new module technologies and upgrades to our existing machinery and equipment, which we believe will further increase our solar module conversion efficiencies.
|
•
|
Under sales agreements for certain of our solar power projects, we may be required to repurchase such projects if certain events occur, such as not achieving commercial operation of the project within a certain time frame. Although we consider the possibility that we would be required to repurchase any of our solar power projects to be remote, our current working capital and other available sources of liquidity may not be sufficient to make any required repurchase. If we are required to repurchase a solar power project, we would have the ability to market and sell such project at then current market pricing, which could be at a lower than expected price to the extent the event requiring the repurchase impacts the project’s marketability. Our liquidity may also be impacted as the time between the repurchase of a project and the potential sale of such repurchased project could take several months.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
50,494
|
|
|
$
|
(424,617
|
)
|
Net cash used in investing activities
|
|
(110,647
|
)
|
|
(290,633
|
)
|
||
Net cash provided by financing activities
|
|
13,184
|
|
|
27,256
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
6,423
|
|
|
(14,152
|
)
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(40,546
|
)
|
|
$
|
(702,146
|
)
|
Exhibit Number
|
|
Exhibit Description
|
10.1
|
|
Amendment to Employment Agreement and Non-Competition and Non-Solicitation Agreement and Second Amendment to Change-in-Control Severance Agreement, effective as of July 1, 2016, between First Solar, Inc. and Mark Widmar
|
10.2
|
|
Second Amendment to Employment Agreement, effective as of June 30, 2016, between First Solar, Inc. and James Hughes
|
31.01
|
|
Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.02
|
|
Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.01*
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
|
|
|
FIRST SOLAR, INC.
|
|
Date: April 27, 2016
|
|
By:
|
/s/ BRYAN SCHUMAKER
|
|
|
|
|
Bryan Schumaker
|
|
|
|
|
Chief Accounting Officer
|
|
1.
|
Section 1.2 of the Employment Agreement is amended (i) to replace Employee’s title, presently “
Chief Financial Officer
”, with the title “
Chief Executive Officer
”, and (ii) to replace Employee’s supervisor, presently
“Chief Executive Officer”,
with the “
Board of Directors”
.
|
2.
|
Section 1.5(b)(i) of the Employment Agreement is amended to replace the phrase “
for a period of 12 months
” with the phrase “
for a period of 24 months
”.
|
3.
|
Section 2.1 of the Employment Agreement is deleted in its entirety and replaced with the following:
|
4.
|
Section 2.2 of the Employment Agreement is amended to replace the Base Salary of
“$435,000
” with “
$750,000
”.
|
5.
|
Section 2.3 of the Employment Agreement is amended to replace the annual bonus eligibility from “
eighty percent (80%)”
to “
one hundred twenty-five percent (125%)
”.
|
6.
|
Section 2.7 of the Employment Agreement is deleted in its entirety.
|
7.
|
Section 1 of the Non-Competition Agreement is amended to change the “Restricted Period” (as defined therein) from “
twelve months
” to “
twenty-four months
”.
|
8.
|
Section 1(v) of the CIC Agreement (the definition of “Qualifying Termination”) is amended to delete clause (iii) in its entirety, and to insert the word “or” immediately prior to “(ii)”.
|
9.
|
Section 3 of the CIC Agreement is deleted in its entirety and replaced with the following:
|
10.
|
Section 4(a)(vi)(A) of the CIC Agreement is amended to replace the phrase “
Section 4(a)(i) or 4(a)(ii)
” with “
Section 3, 4(a)(i) or 4(a)(ii)
”.
|
11.
|
Section 4 of the CIC Agreement is amended to add a new subsection 4(a)(vii) to the end thereof, as follows:
|
12.
|
Except as expressly amended above, the Employment Agreement, the Non-Competition Agreement and the CIC Agreement shall remain in full force and effect.
|
1.
|
Section 1.1 of the Employment Agreement is amended and replaced in its entirety with the following:
|
2.
|
Section 1.2 of the Employment Agreement is amended and replaced in its entirety with the following:
|
3.
|
Section 1.3 of the Employment Agreement is amended to delete the following phrase:
|
4.
|
Clause (d) of Section 1.4 of the Employment Agreement is amended to read as follows: “Employee’s resignation for any reason”.
|
5.
|
Section 1.4 of the Employment Agreement is amended to delete the phrase “and (f) Employee’s resignation for Good Reason” and replace it with the following:
|
6.
|
Section 1.4 of the Employment Agreement is amended to delete the last sentence thereof in its entirety.
|
7.
|
Section 1.5(b)(i) of the Employment Agreement is amended and replaced in its entirety with the following:
|
8.
|
Section 1.5(c) of the Employment Agreement is hereby deleted in its entirety.
|
9.
|
Section 1.5(d) of the Employment Agreement is amended and replaced in its entirety with the following:
|
10.
|
Section 2.1 of the Employment Agreement is amended and replaced in its entirety with the following: “From July 1, 2016 through April 1, 2017, Employee shall be compensated Five Hundred Thousand Dollars ($500,000) for services rendered as Executive Director, payable during such period in accordance with Employer’s regular payroll practices and procedures, which amount shall be defined as “Base Salary” for such period.”
|
11.
|
Section 2.3 of the Employment Agreement is amended and replaced in its entirety with the following: “Employee shall be eligible for a prorated bonus under Employer’s annual bonus program in respect of the fiscal year 2016, for the period beginning on January 1, 2016 and ending on June 30, 2016 (the “
Pro Rata 2016 Bonus
”), subject to his continued employment through June 30, 2016 and the achievement of applicable performance targets under the program determined in respect of the period beginning on January 1, 2016 and ending on June 30, 2016. The Pro Rata 2016 Bonus shall be paid at such time as bonuses are paid by Employer to other senior executives in Employer’s annual bonus program (
i.e.
, on or before March 15, 2017). For the avoidance of doubt, Employee acknowledges and agrees that, except for the Pro Rata 2016 Bonus, he shall not be eligible for any annual bonus opportunities in Employer’s annual bonus program with respect to his service as Executive Director.”
|
12.
|
Section 2.6 of the Employment Agreement is amended and replaced in its entirety with the following: “For the avoidance of doubt, Employee acknowledges and agrees that he shall not be eligible to receive any equity grants and other long-term incentives with respect to his service as Executive Director.”
|
13.
|
Section 2.7 of the Employment Agreement is deleted in its entirety.
|
14.
|
In consideration for Employer’s entry into this Amendment and the payments for which Employee is eligible under this Amendment, and for other good and valuable consideration, Employee agrees to deliver and execute the Release attached as Annex A hereto (the “
Release
”) no earlier than June 30, 2016 and no later than July 10, 2016. The effectiveness of this Amendment shall be subject to Employee’s execution and nonrevocation of the Release, such that the Release is irrevocable and effective no later than July 18, 2016. If the Release is not irrevocable and effective as of such date, this Amendment shall be null and void
ab initio
.”
|
15.
|
Except as expressly amended above, the Employment Agreement shall remain in full force and effect. In addition, the Non-Competition Agreement and the Confidentiality Agreement (as such terms are defined in the Employment Agreement) shall remain in full force and effect.
|
16.
|
The Change-in-Control Severance Agreement, by and between Employer and Employee, dated as of March 19, 2012, and amended as of August 1, 2013, shall terminate in its entirety effective as of the Amendment Effective Date.
|
|
/s/ James A. Hughes
|
|
James A. Hughes
Date Signed:
|
1
|
I have reviewed the
Quarterly
Report on Form
10-Q
of First Solar, Inc., a Delaware corporation, for the period ended
March 31, 2016
, as filed with the Securities and Exchange Commission;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 27, 2016
|
/s/ JAMES A. HUGHES
|
|
|
|
James A. Hughes
|
|
|
|
Chief Executive Officer
|
|
1
|
I have reviewed the
Quarterly
Report on Form
10-Q
of First Solar, Inc., a Delaware corporation, for the period ended
March 31, 2016
, as filed with the Securities and Exchange Commission;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 27, 2016
|
/s/ MARK R. WIDMAR
|
|
|
|
Mark R. Widmar
|
|
|
|
Chief Financial Officer
|
|
|
(1
|
)
|
|
the quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|||||
|
|
|
|
||||||
|
(2
|
)
|
|
the information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of First Solar, Inc. for the periods presented therein.
|
|||||
|
|
|
|
|
|
||||
|
|
|
|||||||
Date:
|
April 27, 2016
|
/s/ JAMES A. HUGHES
|
|
||||||
|
James A. Hughes
|
|
|||||||
|
Chief Executive Officer
|
|
|||||||
|
|||||||||
|
|
|
|||||||
Date:
|
April 27, 2016
|
/s/ MARK R. WIDMAR
|
|
||||||
|
Mark R. Widmar
|
|
|||||||
|
Chief Financial Officer
|
|
|||||||
|