|
Delaware
|
20-4623678
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
Common stock, $0.001 par value
|
FSLR
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales
|
|
$
|
546,806
|
|
|
$
|
676,220
|
|
|
$
|
1,663,740
|
|
|
$
|
1,552,803
|
|
Cost of sales
|
|
408,443
|
|
|
547,093
|
|
|
1,448,083
|
|
|
1,258,936
|
|
||||
Gross profit
|
|
138,363
|
|
|
129,127
|
|
|
215,657
|
|
|
293,867
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
53,542
|
|
|
33,539
|
|
|
149,828
|
|
|
125,519
|
|
||||
Research and development
|
|
24,912
|
|
|
22,390
|
|
|
71,184
|
|
|
63,084
|
|
||||
Production start-up
|
|
18,605
|
|
|
14,723
|
|
|
38,564
|
|
|
76,159
|
|
||||
Total operating expenses
|
|
97,059
|
|
|
70,652
|
|
|
259,576
|
|
|
264,762
|
|
||||
Operating income (loss)
|
|
41,304
|
|
|
58,475
|
|
|
(43,919
|
)
|
|
29,105
|
|
||||
Foreign currency gain (loss), net
|
|
1,209
|
|
|
(2,383
|
)
|
|
3,107
|
|
|
(2,478
|
)
|
||||
Interest income
|
|
11,454
|
|
|
16,456
|
|
|
39,223
|
|
|
45,145
|
|
||||
Interest expense, net
|
|
(4,976
|
)
|
|
(3,198
|
)
|
|
(24,018
|
)
|
|
(14,445
|
)
|
||||
Other (loss) income, net
|
|
(3,399
|
)
|
|
(5,971
|
)
|
|
(4,328
|
)
|
|
7,635
|
|
||||
Income (loss) before taxes and equity in earnings
|
|
45,592
|
|
|
63,379
|
|
|
(29,935
|
)
|
|
64,962
|
|
||||
Income tax expense
|
|
(15,035
|
)
|
|
(2,396
|
)
|
|
(25,385
|
)
|
|
(7,857
|
)
|
||||
Equity in earnings, net of tax
|
|
65
|
|
|
(3,233
|
)
|
|
(205
|
)
|
|
35,105
|
|
||||
Net income (loss)
|
|
$
|
30,622
|
|
|
$
|
57,750
|
|
|
$
|
(55,525
|
)
|
|
$
|
92,210
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.29
|
|
|
$
|
0.55
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.88
|
|
Diluted
|
|
$
|
0.29
|
|
|
$
|
0.54
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.87
|
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
105,397
|
|
|
104,804
|
|
|
105,272
|
|
|
104,711
|
|
||||
Diluted
|
|
106,227
|
|
|
106,163
|
|
|
105,272
|
|
|
106,211
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
|
$
|
30,622
|
|
|
$
|
57,750
|
|
|
$
|
(55,525
|
)
|
|
$
|
92,210
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
(6,570
|
)
|
|
1,793
|
|
|
(6,245
|
)
|
|
(7,252
|
)
|
||||
Unrealized gain (loss) on marketable securities and restricted investments, net of tax of $(376), $273, $184, and $3,424
|
|
13,258
|
|
|
(6,688
|
)
|
|
21,816
|
|
|
(32,106
|
)
|
||||
Unrealized gain (loss) on derivative instruments, net of tax of $98, $(22), $429, and $(1,000)
|
|
714
|
|
|
(39
|
)
|
|
(623
|
)
|
|
1,928
|
|
||||
Other comprehensive income (loss)
|
|
7,402
|
|
|
(4,934
|
)
|
|
14,948
|
|
|
(37,430
|
)
|
||||
Comprehensive income (loss)
|
|
$
|
38,024
|
|
|
$
|
52,816
|
|
|
$
|
(40,577
|
)
|
|
$
|
54,780
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
878,999
|
|
|
$
|
1,403,562
|
|
Marketable securities
|
|
661,552
|
|
|
1,143,704
|
|
||
Accounts receivable trade, net
|
|
367,306
|
|
|
128,282
|
|
||
Accounts receivable, unbilled and retainage
|
|
165,013
|
|
|
458,166
|
|
||
Inventories
|
|
576,770
|
|
|
387,912
|
|
||
Balance of systems parts
|
|
68,858
|
|
|
56,906
|
|
||
Project assets
|
|
5,557
|
|
|
37,930
|
|
||
Prepaid expenses and other current assets
|
|
319,435
|
|
|
243,061
|
|
||
Total current assets
|
|
3,043,490
|
|
|
3,859,523
|
|
||
Property, plant and equipment, net
|
|
2,106,968
|
|
|
1,756,211
|
|
||
PV solar power systems, net
|
|
484,593
|
|
|
308,640
|
|
||
Project assets
|
|
566,517
|
|
|
460,499
|
|
||
Deferred tax assets, net
|
|
66,114
|
|
|
77,682
|
|
||
Restricted cash and investments
|
|
305,469
|
|
|
318,390
|
|
||
Goodwill
|
|
14,462
|
|
|
14,462
|
|
||
Intangible assets, net
|
|
66,785
|
|
|
74,162
|
|
||
Inventories
|
|
152,574
|
|
|
130,083
|
|
||
Notes receivable, affiliate
|
|
—
|
|
|
22,832
|
|
||
Other assets
|
|
247,715
|
|
|
98,878
|
|
||
Total assets
|
|
$
|
7,054,687
|
|
|
$
|
7,121,362
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
218,088
|
|
|
$
|
233,287
|
|
Income taxes payable
|
|
15,409
|
|
|
20,885
|
|
||
Accrued expenses
|
|
377,364
|
|
|
441,580
|
|
||
Current portion of long-term debt
|
|
28,240
|
|
|
5,570
|
|
||
Deferred revenue
|
|
93,283
|
|
|
129,755
|
|
||
Other current liabilities
|
|
28,422
|
|
|
14,380
|
|
||
Total current liabilities
|
|
760,806
|
|
|
845,457
|
|
||
Accrued solar module collection and recycling liability
|
|
134,985
|
|
|
134,442
|
|
||
Long-term debt
|
|
452,064
|
|
|
461,221
|
|
||
Other liabilities
|
|
524,349
|
|
|
467,839
|
|
||
Total liabilities
|
|
1,872,204
|
|
|
1,908,959
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 105,406,367 and 104,885,261 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively
|
|
105
|
|
|
105
|
|
||
Additional paid-in capital
|
|
2,835,868
|
|
|
2,825,211
|
|
||
Accumulated earnings
|
|
2,386,028
|
|
|
2,441,553
|
|
||
Accumulated other comprehensive loss
|
|
(39,518
|
)
|
|
(54,466
|
)
|
||
Total stockholders’ equity
|
|
5,182,483
|
|
|
5,212,403
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
7,054,687
|
|
|
$
|
7,121,362
|
|
|
|
Three Months Ended September 30, 2019
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated Earnings
|
|
Accumulated
Other Comprehensive (Loss) Income |
|
Total
Equity |
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2019
|
|
105,390
|
|
|
$
|
105
|
|
|
$
|
2,826,533
|
|
|
$
|
2,355,406
|
|
|
$
|
(46,920
|
)
|
|
$
|
5,135,124
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,622
|
|
|
—
|
|
|
30,622
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,402
|
|
|
7,402
|
|
|||||
Common stock issued for share-based compensation
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(5
|
)
|
|
—
|
|
|
(339
|
)
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
9,674
|
|
|
—
|
|
|
—
|
|
|
9,674
|
|
|||||
Balance at September 30, 2019
|
|
105,406
|
|
|
$
|
105
|
|
|
$
|
2,835,868
|
|
|
$
|
2,386,028
|
|
|
$
|
(39,518
|
)
|
|
$
|
5,182,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Three Months Ended September 30, 2018
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated Earnings
|
|
Accumulated
Other Comprehensive (Loss) Income |
|
Total
Equity |
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2018
|
|
104,798
|
|
|
$
|
105
|
|
|
$
|
2,809,272
|
|
|
$
|
2,331,687
|
|
|
$
|
(30,237
|
)
|
|
$
|
5,110,827
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,750
|
|
|
—
|
|
|
57,750
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,934
|
)
|
|
(4,934
|
)
|
|||||
Common stock issued for share-based compensation
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(5
|
)
|
|
—
|
|
|
(265
|
)
|
|
—
|
|
|
—
|
|
|
(265
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
7,578
|
|
|
—
|
|
|
—
|
|
|
7,578
|
|
|||||
Balance at September 30, 2018
|
|
104,814
|
|
|
$
|
105
|
|
|
$
|
2,816,585
|
|
|
$
|
2,389,437
|
|
|
$
|
(35,171
|
)
|
|
$
|
5,170,956
|
|
|
|
Nine Months Ended September 30, 2019
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated Earnings
|
|
Accumulated
Other Comprehensive (Loss) Income |
|
Total
Equity |
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2018
|
|
104,885
|
|
|
$
|
105
|
|
|
$
|
2,825,211
|
|
|
$
|
2,441,553
|
|
|
$
|
(54,466
|
)
|
|
$
|
5,212,403
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,525
|
)
|
|
—
|
|
|
(55,525
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,948
|
|
|
14,948
|
|
|||||
Common stock issued for share-based compensation
|
|
826
|
|
|
1
|
|
|
1,672
|
|
|
—
|
|
|
—
|
|
|
1,673
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(305
|
)
|
|
(1
|
)
|
|
(16,070
|
)
|
|
—
|
|
|
—
|
|
|
(16,071
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
25,055
|
|
|
—
|
|
|
—
|
|
|
25,055
|
|
|||||
Balance at September 30, 2019
|
|
105,406
|
|
|
$
|
105
|
|
|
$
|
2,835,868
|
|
|
$
|
2,386,028
|
|
|
$
|
(39,518
|
)
|
|
$
|
5,182,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Nine Months Ended September 30, 2018
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated Earnings
|
|
Accumulated
Other Comprehensive (Loss) Income |
|
Total
Equity |
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2017
|
|
104,468
|
|
|
$
|
104
|
|
|
$
|
2,799,107
|
|
|
$
|
2,297,227
|
|
|
$
|
2,259
|
|
|
$
|
5,098,697
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,210
|
|
|
—
|
|
|
92,210
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,430
|
)
|
|
(37,430
|
)
|
|||||
Common stock issued for share-based compensation
|
|
501
|
|
|
1
|
|
|
1,709
|
|
|
—
|
|
|
—
|
|
|
1,710
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(155
|
)
|
|
—
|
|
|
(10,516
|
)
|
|
—
|
|
|
—
|
|
|
(10,516
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
26,285
|
|
|
—
|
|
|
—
|
|
|
26,285
|
|
|||||
Balance at September 30, 2018
|
|
104,814
|
|
|
$
|
105
|
|
|
$
|
2,816,585
|
|
|
$
|
2,389,437
|
|
|
$
|
(35,171
|
)
|
|
$
|
5,170,956
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(55,525
|
)
|
|
$
|
92,210
|
|
Adjustments to reconcile net (loss) income to cash used in operating activities:
|
|
|
|
|
||||
Depreciation, amortization and accretion
|
|
149,970
|
|
|
89,192
|
|
||
Share-based compensation
|
|
25,408
|
|
|
26,787
|
|
||
Equity in earnings, net of tax
|
|
205
|
|
|
(35,105
|
)
|
||
Distributions received from equity method investments
|
|
—
|
|
|
12,394
|
|
||
Remeasurement of monetary assets and liabilities
|
|
2,097
|
|
|
6,837
|
|
||
Deferred income taxes
|
|
11,678
|
|
|
(55,732
|
)
|
||
Gains on sales of marketable securities and restricted investments
|
|
(15,016
|
)
|
|
(19,473
|
)
|
||
Liabilities assumed by customers for the sale of systems
|
|
(88,050
|
)
|
|
(116,456
|
)
|
||
Other, net
|
|
7,080
|
|
|
7,271
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, trade, unbilled and retainage
|
|
51,803
|
|
|
(178,723
|
)
|
||
Prepaid expenses and other current assets
|
|
(29,311
|
)
|
|
(34,321
|
)
|
||
Inventories and balance of systems parts
|
|
(223,756
|
)
|
|
(158,311
|
)
|
||
Project assets and PV solar power systems
|
|
(253,260
|
)
|
|
50,294
|
|
||
Other assets
|
|
18,326
|
|
|
(12,694
|
)
|
||
Income tax receivable and payable
|
|
(24,585
|
)
|
|
6,302
|
|
||
Accounts payable
|
|
(532
|
)
|
|
28,591
|
|
||
Accrued expenses and other liabilities
|
|
(185,489
|
)
|
|
181,328
|
|
||
Accrued solar module collection and recycling liability
|
|
1,465
|
|
|
(31,701
|
)
|
||
Net cash used in operating activities
|
|
(607,492
|
)
|
|
(141,310
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(510,571
|
)
|
|
(610,620
|
)
|
||
Purchases of marketable securities and restricted investments
|
|
(668,052
|
)
|
|
(1,102,440
|
)
|
||
Proceeds from sales and maturities of marketable securities and restricted investments
|
|
1,120,961
|
|
|
627,106
|
|
||
Proceeds from sales of equity method investments
|
|
—
|
|
|
247,595
|
|
||
Payments received on notes receivable, affiliates
|
|
—
|
|
|
48,459
|
|
||
Other investing activities
|
|
3,027
|
|
|
(5,823
|
)
|
||
Net cash used in investing activities
|
|
(54,635
|
)
|
|
(795,723
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Repayment of long-term debt
|
|
(10,583
|
)
|
|
(18,937
|
)
|
||
Proceeds from borrowings under long-term debt, net of discounts and issuance costs
|
|
107,396
|
|
|
174,594
|
|
||
Payments of tax withholdings for restricted shares
|
|
(16,070
|
)
|
|
(10,516
|
)
|
||
Other financing activities
|
|
999
|
|
|
(1,958
|
)
|
||
Net cash provided by financing activities
|
|
81,742
|
|
|
143,183
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(6,732
|
)
|
|
(12,454
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
|
(587,117
|
)
|
|
(806,304
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of the period
|
|
1,562,623
|
|
|
2,330,476
|
|
||
Cash, cash equivalents and restricted cash, end of the period
|
|
$
|
975,506
|
|
|
$
|
1,524,172
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
||
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
111,791
|
|
|
$
|
144,928
|
|
Sale of system previously accounted for as sale-leaseback financing
|
|
$
|
—
|
|
|
$
|
31,992
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash
|
|
$
|
871,711
|
|
|
$
|
1,202,774
|
|
Money market funds
|
|
7,288
|
|
|
200,788
|
|
||
Total cash and cash equivalents
|
|
878,999
|
|
|
1,403,562
|
|
||
Marketable securities:
|
|
|
|
|
||||
Foreign debt
|
|
361,414
|
|
|
318,646
|
|
||
Foreign government obligations
|
|
21,988
|
|
|
98,621
|
|
||
U.S. debt
|
|
90,388
|
|
|
44,468
|
|
||
Time deposits
|
|
187,762
|
|
|
681,969
|
|
||
Total marketable securities
|
|
661,552
|
|
|
1,143,704
|
|
||
Total cash, cash equivalents, and marketable securities
|
|
$
|
1,540,551
|
|
|
$
|
2,547,266
|
|
|
|
Balance Sheet Line Item
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents
|
|
Cash and cash equivalents
|
|
$
|
878,999
|
|
|
$
|
1,403,562
|
|
Restricted cash – current (1)
|
|
Prepaid expenses and other current assets
|
|
32,416
|
|
|
19,671
|
|
||
Restricted cash – noncurrent (1)
|
|
Restricted cash and investments
|
|
64,091
|
|
|
139,390
|
|
||
Total cash, cash equivalents, and restricted cash
|
|
|
|
$
|
975,506
|
|
|
$
|
1,562,623
|
|
(1)
|
See Note 4. “Restricted Cash and Investments” to our condensed consolidated financial statements for discussion of our “Restricted cash” arrangements.
|
|
|
As of September 30, 2019
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
360,923
|
|
|
$
|
1,090
|
|
|
$
|
599
|
|
|
$
|
361,414
|
|
Foreign government obligations
|
|
21,988
|
|
|
—
|
|
|
—
|
|
|
21,988
|
|
||||
U.S. debt
|
|
90,250
|
|
|
171
|
|
|
33
|
|
|
90,388
|
|
||||
Time deposits
|
|
187,762
|
|
|
—
|
|
|
—
|
|
|
187,762
|
|
||||
Total
|
|
$
|
660,923
|
|
|
$
|
1,261
|
|
|
$
|
632
|
|
|
$
|
661,552
|
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
320,056
|
|
|
$
|
468
|
|
|
$
|
1,878
|
|
|
$
|
318,646
|
|
Foreign government obligations
|
|
99,189
|
|
|
—
|
|
|
568
|
|
|
98,621
|
|
||||
U.S. debt
|
|
44,625
|
|
|
53
|
|
|
210
|
|
|
44,468
|
|
||||
Time deposits
|
|
681,969
|
|
|
—
|
|
|
—
|
|
|
681,969
|
|
||||
Total
|
|
$
|
1,145,839
|
|
|
$
|
521
|
|
|
$
|
2,656
|
|
|
$
|
1,143,704
|
|
|
|
As of September 30, 2019
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months
|
|
In Loss Position for
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Foreign debt
|
|
$
|
133,345
|
|
|
$
|
541
|
|
|
$
|
24,196
|
|
|
$
|
58
|
|
|
$
|
157,541
|
|
|
$
|
599
|
|
U.S. debt
|
|
25,797
|
|
|
29
|
|
|
14,270
|
|
|
4
|
|
|
40,067
|
|
|
33
|
|
||||||
Total
|
|
$
|
159,142
|
|
|
$
|
570
|
|
|
$
|
38,466
|
|
|
$
|
62
|
|
|
$
|
197,608
|
|
|
$
|
632
|
|
|
|
As of December 31, 2018
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months
|
|
In Loss Position for
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Foreign debt
|
|
$
|
150,842
|
|
|
$
|
802
|
|
|
$
|
94,446
|
|
|
$
|
1,076
|
|
|
$
|
245,288
|
|
|
$
|
1,878
|
|
Foreign government obligations
|
|
—
|
|
|
—
|
|
|
98,621
|
|
|
568
|
|
|
98,621
|
|
|
568
|
|
||||||
U.S. debt
|
|
15,356
|
|
|
32
|
|
|
14,085
|
|
|
178
|
|
|
29,441
|
|
|
210
|
|
||||||
Total
|
|
$
|
166,198
|
|
|
$
|
834
|
|
|
$
|
207,152
|
|
|
$
|
1,822
|
|
|
$
|
373,350
|
|
|
$
|
2,656
|
|
|
|
Fair
Value
|
||
One year or less
|
|
$
|
346,453
|
|
One year to two years
|
|
182,861
|
|
|
Two years to three years
|
|
102,224
|
|
|
Three years to four years
|
|
30,014
|
|
|
Total
|
|
$
|
661,552
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Restricted cash
|
|
$
|
64,091
|
|
|
$
|
139,390
|
|
Restricted investments
|
|
241,378
|
|
|
179,000
|
|
||
Total restricted cash and investments (1)
|
|
$
|
305,469
|
|
|
$
|
318,390
|
|
(1)
|
There was an additional $32.4 million and $19.7 million of restricted cash included within “Prepaid expenses and other current assets” at September 30, 2019 and December 31, 2018, respectively.
|
|
|
As of September 30, 2019
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
116,424
|
|
|
$
|
17,552
|
|
|
$
|
—
|
|
|
$
|
133,976
|
|
U.S. government obligations
|
|
98,414
|
|
|
8,988
|
|
|
—
|
|
|
107,402
|
|
||||
Total
|
|
$
|
214,838
|
|
|
$
|
26,540
|
|
|
$
|
—
|
|
|
$
|
241,378
|
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
73,798
|
|
|
$
|
14,234
|
|
|
$
|
235
|
|
|
$
|
87,797
|
|
U.S. government obligations
|
|
97,223
|
|
|
416
|
|
|
6,436
|
|
|
91,203
|
|
||||
Total
|
|
$
|
171,021
|
|
|
$
|
14,650
|
|
|
$
|
6,671
|
|
|
$
|
179,000
|
|
|
|
As of December 31, 2018
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months |
|
In Loss Position for
12 Months or Greater |
|
Total
|
||||||||||||||||||
|
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
||||||||||||
Foreign government obligations
|
|
$
|
41,335
|
|
|
$
|
235
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41,335
|
|
|
$
|
235
|
|
U.S. government obligations
|
|
—
|
|
|
—
|
|
|
87,401
|
|
|
6,436
|
|
|
87,401
|
|
|
6,436
|
|
||||||
Total
|
|
$
|
41,335
|
|
|
$
|
235
|
|
|
$
|
87,401
|
|
|
$
|
6,436
|
|
|
$
|
128,736
|
|
|
$
|
6,671
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Accounts receivable trade, gross
|
|
$
|
369,295
|
|
|
$
|
129,644
|
|
Allowance for doubtful accounts
|
|
(1,989
|
)
|
|
(1,362
|
)
|
||
Accounts receivable trade, net
|
|
$
|
367,306
|
|
|
$
|
128,282
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Accounts receivable, unbilled
|
|
$
|
136,734
|
|
|
$
|
441,666
|
|
Retainage
|
|
28,279
|
|
|
16,500
|
|
||
Accounts receivable, unbilled and retainage
|
|
$
|
165,013
|
|
|
$
|
458,166
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Raw materials
|
|
$
|
241,305
|
|
|
$
|
224,329
|
|
Work in process
|
|
51,926
|
|
|
41,294
|
|
||
Finished goods
|
|
436,113
|
|
|
252,372
|
|
||
Inventories
|
|
$
|
729,344
|
|
|
$
|
517,995
|
|
Inventories – current
|
|
$
|
576,770
|
|
|
$
|
387,912
|
|
Inventories – noncurrent
|
|
$
|
152,574
|
|
|
$
|
130,083
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Prepaid expenses
|
|
$
|
128,776
|
|
|
$
|
90,981
|
|
Prepaid income taxes
|
|
76,613
|
|
|
59,319
|
|
||
Restricted cash
|
|
32,416
|
|
|
19,671
|
|
||
Indirect tax receivables
|
|
28,238
|
|
|
26,327
|
|
||
Notes receivable (1)
|
|
23,440
|
|
|
5,196
|
|
||
Derivative instruments (2)
|
|
2,299
|
|
|
2,364
|
|
||
Other current assets
|
|
27,653
|
|
|
39,203
|
|
||
Prepaid expenses and other current assets
|
|
$
|
319,435
|
|
|
$
|
243,061
|
|
(1)
|
In November 2014 and February 2016, we entered into a term loan agreement and a convertible loan agreement, respectively, with Clean Energy Collective, LLC (“CEC”). Our term loan bears interest at 16% per annum, and our convertible loan bears interest at 10% per annum. In November 2018, we amended the terms of the loan agreements to (i) extend their maturity to June 2020, (ii) waive the conversion features on our convertible loan, and (iii) increase the frequency of interest payments, subject to certain conditions. In January 2019, CEC finalized certain restructuring arrangements, which resulted in a dilution of our ownership interest in CEC and the loss of our representation on the company’s board of managers. As a result of such restructuring, CEC no longer qualified to be accounted for under the equity method. As of September 30, 2019, the aggregate balance outstanding on the loans was $23.1 million and was presented within “Prepaid expenses and other current assets.” As of December 31, 2018, the aggregate balance outstanding on the loans was $22.8 million and was presented within “Notes receivable, affiliate.”
|
(2)
|
See Note 6. “Derivative Financial Instruments” to our condensed consolidated financial statements for discussion of our derivative instruments.
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Land
|
|
$
|
14,176
|
|
|
$
|
14,382
|
|
Buildings and improvements
|
|
658,510
|
|
|
567,605
|
|
||
Machinery and equipment
|
|
2,166,391
|
|
|
1,826,434
|
|
||
Office equipment and furniture
|
|
186,852
|
|
|
178,011
|
|
||
Leasehold improvements
|
|
49,018
|
|
|
49,055
|
|
||
Construction in progress
|
|
406,056
|
|
|
405,581
|
|
||
Property, plant and equipment, gross
|
|
3,481,003
|
|
|
3,041,068
|
|
||
Accumulated depreciation
|
|
(1,374,035
|
)
|
|
(1,284,857
|
)
|
||
Property, plant and equipment, net
|
|
$
|
2,106,968
|
|
|
$
|
1,756,211
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
PV solar power systems, gross
|
|
$
|
531,869
|
|
|
$
|
343,061
|
|
Accumulated depreciation
|
|
(47,276
|
)
|
|
(34,421
|
)
|
||
PV solar power systems, net
|
|
$
|
484,593
|
|
|
$
|
308,640
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Project assets – development costs, including project acquisition and land costs
|
|
$
|
297,753
|
|
|
$
|
298,070
|
|
Project assets – construction costs
|
|
274,321
|
|
|
200,359
|
|
||
Project assets
|
|
$
|
572,074
|
|
|
$
|
498,429
|
|
Project assets – current
|
|
$
|
5,557
|
|
|
$
|
37,930
|
|
Project assets – noncurrent
|
|
$
|
566,517
|
|
|
$
|
460,499
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest cost incurred
|
|
$
|
(5,239
|
)
|
|
$
|
(5,023
|
)
|
|
$
|
(26,348
|
)
|
|
$
|
(19,080
|
)
|
Interest cost capitalized – project assets
|
|
263
|
|
|
1,825
|
|
|
2,330
|
|
|
4,635
|
|
||||
Interest expense, net
|
|
$
|
(4,976
|
)
|
|
$
|
(3,198
|
)
|
|
$
|
(24,018
|
)
|
|
$
|
(14,445
|
)
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Operating lease assets (1)
|
|
$
|
176,785
|
|
|
$
|
—
|
|
Indirect tax receivables
|
|
9,209
|
|
|
22,487
|
|
||
Note receivable (2)
|
|
8,003
|
|
|
8,017
|
|
||
Income taxes receivable
|
|
4,103
|
|
|
4,444
|
|
||
Equity method investments (3)
|
|
2,917
|
|
|
3,186
|
|
||
Derivative instruments (4)
|
|
449
|
|
|
—
|
|
||
Deferred rent
|
|
—
|
|
|
27,249
|
|
||
Other
|
|
46,249
|
|
|
33,495
|
|
||
Other assets
|
|
$
|
247,715
|
|
|
$
|
98,878
|
|
(1)
|
See Note 7. “Leases” to our condensed consolidated financial statements for discussion of our lease arrangements.
|
(2)
|
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 bears interest at 8.0% per annum, payable quarterly, with the full amount due in December 2026.
|
(3)
|
In June 2015, 8point3 Energy Partners LP (the “Partnership”), a limited partnership formed by First Solar and SunPower Corporation (collectively the “Sponsors”), completed its initial public offering (the “IPO”). As part of the IPO, the Sponsors contributed interests in various projects to 8point3 Operating Company, LLC (“OpCo”) in exchange for voting and economic interests in the entity, and the Partnership acquired an economic interest in OpCo using proceeds from the IPO.
|
(4)
|
See Note 6. “Derivative Financial Instruments” to our condensed consolidated financial statements for discussion of our derivative instruments.
|
|
|
December 31,
2018 |
|
Acquisitions (Impairments)
|
|
September 30,
2019 |
||||||
Modules
|
|
$
|
407,827
|
|
|
$
|
—
|
|
|
$
|
407,827
|
|
Accumulated impairment losses
|
|
(393,365
|
)
|
|
—
|
|
|
(393,365
|
)
|
|||
Goodwill
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
|
|
September 30, 2019
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Developed technology
|
|
$
|
97,964
|
|
|
$
|
(39,977
|
)
|
|
$
|
57,987
|
|
Power purchase agreements
|
|
6,486
|
|
|
(892
|
)
|
|
5,594
|
|
|||
Patents
|
|
7,408
|
|
|
(4,204
|
)
|
|
3,204
|
|
|||
Intangible assets, net
|
|
$
|
111,858
|
|
|
$
|
(45,073
|
)
|
|
$
|
66,785
|
|
|
|
December 31, 2018
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Developed technology
|
|
$
|
97,714
|
|
|
$
|
(33,093
|
)
|
|
$
|
64,621
|
|
Power purchase agreements
|
|
6,486
|
|
|
(648
|
)
|
|
5,838
|
|
|||
Patents
|
|
7,408
|
|
|
(3,705
|
)
|
|
3,703
|
|
|||
Intangible assets, net
|
|
$
|
111,608
|
|
|
$
|
(37,446
|
)
|
|
$
|
74,162
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Accrued project costs
|
|
$
|
85,285
|
|
|
$
|
147,162
|
|
Accrued property, plant and equipment
|
|
77,628
|
|
|
89,905
|
|
||
Accrued compensation and benefits
|
|
59,396
|
|
|
41,937
|
|
||
Accrued inventory
|
|
50,092
|
|
|
53,075
|
|
||
Product warranty liability (1)
|
|
19,526
|
|
|
27,657
|
|
||
Other
|
|
85,437
|
|
|
81,844
|
|
||
Accrued expenses
|
|
$
|
377,364
|
|
|
$
|
441,580
|
|
(1)
|
See Note 10. “Commitments and Contingencies” to our condensed consolidated financial statements for discussion of our “Product warranty liability.”
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Operating lease liabilities (1)
|
|
$
|
11,221
|
|
|
$
|
—
|
|
Derivative instruments (2)
|
|
3,239
|
|
|
7,294
|
|
||
Contingent consideration (3)
|
|
350
|
|
|
665
|
|
||
Other
|
|
13,612
|
|
|
6,421
|
|
||
Other current liabilities
|
|
$
|
28,422
|
|
|
$
|
14,380
|
|
(1)
|
See Note 7. “Leases” to our condensed consolidated financial statements for discussion of our lease arrangements.
|
(2)
|
See Note 6. “Derivative Financial Instruments” to our condensed consolidated financial statements for discussion of our derivative instruments.
|
(3)
|
See Note 10. “Commitments and Contingencies” to our condensed consolidated financial statements for discussion of our “Contingent consideration” arrangements.
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Product warranty liability (1)
|
|
$
|
118,379
|
|
|
$
|
193,035
|
|
Operating lease liabilities (2)
|
|
142,256
|
|
|
—
|
|
||
Other taxes payable
|
|
88,786
|
|
|
83,058
|
|
||
Transition tax liability
|
|
68,851
|
|
|
77,016
|
|
||
Deferred revenue
|
|
40,995
|
|
|
48,014
|
|
||
Derivative instruments (3)
|
|
8,706
|
|
|
9,205
|
|
||
Contingent consideration (1)
|
|
5,250
|
|
|
2,250
|
|
||
Other liabilities — noncurrent
|
|
51,126
|
|
|
55,261
|
|
||
Other liabilities
|
|
$
|
524,349
|
|
|
$
|
467,839
|
|
(1)
|
See Note 10. “Commitments and Contingencies” to our condensed consolidated financial statements for discussion of our “Product warranty liability” and “Contingent consideration” arrangements.
|
(2)
|
See Note 7. “Leases” to our condensed consolidated financial statements for discussion of our lease arrangements.
|
(3)
|
See Note 6. “Derivative Financial Instruments” to our condensed consolidated financial statements for discussion of our derivative instruments.
|
|
|
September 30, 2019
|
||||||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
230
|
|
|
$
|
449
|
|
|
$
|
180
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
$
|
230
|
|
|
$
|
449
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
2,069
|
|
|
$
|
—
|
|
|
$
|
2,594
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
|
—
|
|
|
—
|
|
|
465
|
|
|
8,706
|
|
||||
Total derivatives not designated as hedging instruments
|
|
$
|
2,069
|
|
|
$
|
—
|
|
|
$
|
3,059
|
|
|
$
|
8,706
|
|
Total derivative instruments
|
|
$
|
2,299
|
|
|
$
|
449
|
|
|
$
|
3,239
|
|
|
$
|
8,706
|
|
|
|
December 31, 2018
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
2,206
|
|
|
$
|
7,096
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
|
—
|
|
|
198
|
|
|
9,205
|
|
|||
Total derivatives not designated as hedging instruments
|
|
$
|
2,206
|
|
|
$
|
7,294
|
|
|
$
|
9,205
|
|
Total derivative instruments
|
|
$
|
2,364
|
|
|
$
|
7,294
|
|
|
$
|
9,205
|
|
|
|
Foreign Exchange Forward Contracts
|
||
Balance as of December 31, 2018
|
|
$
|
1,329
|
|
Amounts recognized in other comprehensive income (loss)
|
|
153
|
|
|
Amounts reclassified to earnings impacting:
|
|
|
||
Net sales
|
|
(124
|
)
|
|
Cost of sales
|
|
(1,081
|
)
|
|
Balance as of September 30, 2019
|
|
$
|
277
|
|
|
|
|
||
Balance as of December 31, 2017
|
|
$
|
(1,723
|
)
|
Amounts recognized in other comprehensive income (loss)
|
|
(3,884
|
)
|
|
Amounts reclassified to earnings impacting:
|
|
|
||
Net sales
|
|
1,698
|
|
|
Cost of sales
|
|
212
|
|
|
Foreign currency gain (loss), net
|
|
5,448
|
|
|
Other (loss) income, net
|
|
(546
|
)
|
|
Balance as of September 30, 2018
|
|
$
|
1,205
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||||||||||
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
Income Statement Line Item
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest rate swap contracts
|
|
Cost of sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,656
|
)
|
|
$
|
—
|
|
Foreign exchange forward contracts
|
|
Foreign currency gain (loss), net
|
|
3,635
|
|
|
7,098
|
|
|
883
|
|
|
13,477
|
|
||||
Interest rate swap contracts
|
|
Interest expense, net
|
|
(357
|
)
|
|
883
|
|
|
(10,089
|
)
|
|
(1,284
|
)
|
|
|
September 30, 2019
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
U.S. dollar (1)
|
|
$31.6
|
|
$31.6
|
|
|
December 31, 2018
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Australian dollar
|
|
AUD 8.8
|
|
$6.2
|
(1)
|
These derivative instruments represent hedges of outstanding payables at certain of our foreign subsidiaries whose functional currencies are other than the U.S. dollar.
|
|
|
September 30, 2019
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Australian dollar
|
|
AUD 14.2
|
|
$9.6
|
Sell
|
|
Australian dollar
|
|
AUD 7.3
|
|
$4.9
|
Purchase
|
|
Brazilian real
|
|
BRL 8.5
|
|
$2.0
|
Purchase
|
|
Canadian dollar
|
|
CAD 4.5
|
|
$3.4
|
Sell
|
|
Canadian dollar
|
|
CAD 1.6
|
|
$1.2
|
Purchase
|
|
Chilean peso
|
|
CLP 1,632.3
|
|
$2.2
|
Sell
|
|
Chilean peso
|
|
CLP 5,180.1
|
|
$7.1
|
Purchase
|
|
Euro
|
|
€138.3
|
|
$151.2
|
Sell
|
|
Euro
|
|
€148.8
|
|
$162.7
|
Purchase
|
|
Indian rupee
|
|
INR 85.9
|
|
$1.2
|
Sell
|
|
Indian rupee
|
|
INR 1,621.4
|
|
$23.0
|
Purchase
|
|
Japanese yen
|
|
¥2,462.8
|
|
$22.8
|
Sell
|
|
Japanese yen
|
|
¥20,906.6
|
|
$193.5
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 65.5
|
|
$15.6
|
Sell
|
|
Malaysian ringgit
|
|
MYR 86.0
|
|
$20.5
|
Sell
|
|
Mexican peso
|
|
MXN 34.6
|
|
$1.8
|
Purchase
|
|
Singapore dollar
|
|
SGD 2.9
|
|
$2.1
|
|
|
December 31, 2018
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Australian dollar
|
|
AUD 2.1
|
|
$1.5
|
Sell
|
|
Australian dollar
|
|
AUD 52.9
|
|
$37.3
|
Purchase
|
|
Brazilian real
|
|
BRL 8.5
|
|
$2.2
|
Sell
|
|
Canadian dollar
|
|
CAD 2.9
|
|
$2.1
|
Sell
|
|
Chilean peso
|
|
CLP 3,506.6
|
|
$5.1
|
Purchase
|
|
Euro
|
|
€115.2
|
|
$131.9
|
Sell
|
|
Euro
|
|
€191.8
|
|
$219.7
|
Sell
|
|
Indian rupee
|
|
INR 789.2
|
|
$11.3
|
Purchase
|
|
Japanese yen
|
|
¥931.6
|
|
$8.4
|
Sell
|
|
Japanese yen
|
|
¥23,858.8
|
|
$216.2
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 34.3
|
|
$8.3
|
Sell
|
|
Malaysian ringgit
|
|
MYR 53.8
|
|
$12.9
|
Sell
|
|
Mexican peso
|
|
MXN 37.3
|
|
$1.9
|
Purchase
|
|
Singapore dollar
|
|
SGD 3.8
|
|
$2.8
|
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||
Operating lease cost
|
|
$
|
5,788
|
|
|
$
|
16,607
|
|
Variable lease cost
|
|
904
|
|
|
2,592
|
|
||
Short-term lease cost
|
|
1,118
|
|
|
6,818
|
|
||
Total lease cost
|
|
$
|
7,810
|
|
|
$
|
26,017
|
|
|
|
|
|
|
||||
Payments of amounts included in the measurement of operating lease liabilities
|
|
|
|
$
|
15,995
|
|
||
Lease assets obtained in exchange for operating lease liabilities
|
|
|
|
$
|
172,760
|
|
||
|
|
|
|
|
||||
|
|
|
|
September 30, 2019
|
||||
Operating lease assets
|
|
|
|
$
|
176,785
|
|
||
Operating lease liabilities – current
|
|
|
|
11,221
|
|
|||
Operating lease liabilities – noncurrent
|
|
|
|
142,256
|
|
|||
|
|
|
|
|
||||
Weighted-average remaining lease term
|
|
|
|
17 years
|
|
|||
Weighted-average discount rate
|
|
|
|
4.5
|
%
|
|
|
Total Lease Liabilities
|
||
Remainder of 2019
|
|
$
|
4,534
|
|
2020
|
|
15,688
|
|
|
2021
|
|
15,607
|
|
|
2022
|
|
15,124
|
|
|
2023
|
|
14,967
|
|
|
Thereafter
|
|
156,009
|
|
|
Total future payments
|
|
221,929
|
|
|
Less: interest
|
|
(68,452
|
)
|
|
Total lease liabilities
|
|
$
|
153,477
|
|
•
|
Cash Equivalents. At September 30, 2019 and December 31, 2018, our cash equivalents consisted of money market funds. We value our 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 September 30, 2019 and December 31, 2018, our marketable securities consisted of foreign debt, foreign government obligations, U.S. 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 standing in these fair value measurements.
|
•
|
Derivative Assets and Liabilities. At September 30, 2019 and December 31, 2018, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies and interest rate swap contracts involving major interest rates. Since our derivative assets and liabilities are not traded on an exchange, we value them using standard industry valuation models. As 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.
|
|
|
|
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||
|
|
September 30,
2019 |
|
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
|
|
$
|
7,288
|
|
|
$
|
7,288
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign debt
|
|
361,414
|
|
|
—
|
|
|
361,414
|
|
|
—
|
|
||||
Foreign government obligations
|
|
21,988
|
|
|
—
|
|
|
21,988
|
|
|
—
|
|
||||
U.S. debt
|
|
90,388
|
|
|
—
|
|
|
90,388
|
|
|
—
|
|
||||
Time deposits
|
|
187,762
|
|
|
187,762
|
|
|
—
|
|
|
—
|
|
||||
Restricted investments
|
|
241,378
|
|
|
—
|
|
|
241,378
|
|
|
—
|
|
||||
Derivative assets
|
|
2,748
|
|
|
—
|
|
|
2,748
|
|
|
—
|
|
||||
Total assets
|
|
$
|
912,966
|
|
|
$
|
195,050
|
|
|
$
|
717,916
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
11,945
|
|
|
$
|
—
|
|
|
$
|
11,945
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||
|
|
December 31,
2018 |
|
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
|
|
$
|
200,788
|
|
|
$
|
200,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign debt
|
|
318,646
|
|
|
—
|
|
|
318,646
|
|
|
—
|
|
||||
Foreign government obligations
|
|
98,621
|
|
|
—
|
|
|
98,621
|
|
|
—
|
|
||||
U.S. debt
|
|
44,468
|
|
|
—
|
|
|
44,468
|
|
|
—
|
|
||||
Time deposits
|
|
681,969
|
|
|
681,969
|
|
|
—
|
|
|
—
|
|
||||
Restricted investments
|
|
179,000
|
|
|
—
|
|
|
179,000
|
|
|
—
|
|
||||
Derivative assets
|
|
2,364
|
|
|
—
|
|
|
2,364
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,525,856
|
|
|
$
|
882,757
|
|
|
$
|
643,099
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
16,499
|
|
|
$
|
—
|
|
|
$
|
16,499
|
|
|
$
|
—
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Notes receivable – current (2)
|
|
$
|
23,440
|
|
|
$
|
25,319
|
|
|
$
|
5,196
|
|
|
$
|
5,196
|
|
Note receivable – noncurrent
|
|
8,003
|
|
|
9,974
|
|
|
8,017
|
|
|
8,010
|
|
||||
Notes receivable, affiliate – noncurrent (2)
|
|
—
|
|
|
—
|
|
|
22,832
|
|
|
24,295
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current maturities (1)
|
|
$
|
490,859
|
|
|
$
|
511,027
|
|
|
$
|
479,157
|
|
|
$
|
470,124
|
|
(1)
|
Excludes unamortized discounts and issuance costs.
|
(2)
|
In January 2019, CEC no longer qualified to be accounted for under the equity method, and our loans to the company were no longer classified as notes receivable from an affiliate. As of September 30, 2019, the aggregate balance outstanding on the loans was presented within “Prepaid expenses and other current assets.” As of December 31, 2018, the aggregate balance outstanding on the loans was presented within “Notes receivable, affiliate.”
|
|
|
|
|
Balance (USD)
|
||||||
Loan Agreement
|
|
Currency
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Revolving Credit Facility
|
|
USD
|
|
$
|
—
|
|
|
$
|
—
|
|
Luz del Norte Credit Facilities
|
|
USD
|
|
188,218
|
|
|
188,849
|
|
||
Ishikawa Credit Agreement
|
|
JPY
|
|
236,894
|
|
|
157,834
|
|
||
Japan Credit Facility
|
|
JPY
|
|
—
|
|
|
—
|
|
||
Tochigi Credit Facility
|
|
JPY
|
|
37,572
|
|
|
25,468
|
|
||
Anantapur Credit Facility
|
|
INR
|
|
15,285
|
|
|
16,101
|
|
||
Tungabhadra Credit Facility
|
|
INR
|
|
12,890
|
|
|
13,934
|
|
||
Beryl Credit Facility
|
|
AUD
|
|
—
|
|
|
76,971
|
|
||
Long-term debt principal
|
|
|
|
490,859
|
|
|
479,157
|
|
||
Less: unamortized discounts and issuance costs
|
|
|
|
(10,555
|
)
|
|
(12,366
|
)
|
||
Total long-term debt
|
|
|
|
480,304
|
|
|
466,791
|
|
||
Less: current portion
|
|
|
|
(28,240
|
)
|
|
(5,570
|
)
|
||
Noncurrent portion
|
|
|
|
$
|
452,064
|
|
|
$
|
461,221
|
|
Loan Agreement
|
|
September 30, 2019
|
Revolving Credit Facility
|
|
4.02%
|
Luz del Norte Credit Facilities (1)
|
|
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%
|
|
Ishikawa Credit Agreement
|
|
Senior loan facility at 6-month TIBOR plus 0.75% (2)
|
|
Consumption tax facility at 3-month TIBOR plus 0.5%
|
|
Tochigi Credit Facility
|
|
3-month TIBOR plus 1.0%
|
Anantapur Credit Facility
|
|
INR overnight indexed swap rate plus 1.5%
|
Tungabhadra Credit Facility
|
|
INR overnight indexed swap rate plus 1.5%
|
(1)
|
Outstanding balance comprised of $156.7 million of fixed rate loans and $31.5 million of variable rate loans as of September 30, 2019.
|
(2)
|
We have entered into an interest rate swap contract to hedge a portion of this variable rate. See Note 6. “Derivative Financial Instruments” to our condensed consolidated financial statements for additional information.
|
|
|
Total Debt
|
||
Remainder of 2019
|
|
$
|
8,414
|
|
2020
|
|
29,052
|
|
|
2021
|
|
79,746
|
|
|
2022
|
|
15,850
|
|
|
2023
|
|
18,097
|
|
|
Thereafter
|
|
339,700
|
|
|
Total long-term debt future principal payments
|
|
$
|
490,859
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Product warranty liability, beginning of period
|
|
$
|
217,991
|
|
|
$
|
225,813
|
|
|
$
|
220,692
|
|
|
$
|
224,274
|
|
Accruals for new warranties issued
|
|
1,723
|
|
|
2,954
|
|
|
11,636
|
|
|
8,422
|
|
||||
Settlements
|
|
(4,211
|
)
|
|
(2,423
|
)
|
|
(10,233
|
)
|
|
(7,504
|
)
|
||||
Changes in estimate of product warranty liability
|
|
(77,598
|
)
|
|
(940
|
)
|
|
(84,190
|
)
|
|
212
|
|
||||
Product warranty liability, end of period
|
|
$
|
137,905
|
|
|
$
|
225,404
|
|
|
$
|
137,905
|
|
|
$
|
225,404
|
|
Current portion of warranty liability
|
|
$
|
19,526
|
|
|
$
|
33,595
|
|
|
$
|
19,526
|
|
|
$
|
33,595
|
|
Noncurrent portion of warranty liability
|
|
$
|
118,379
|
|
|
$
|
191,809
|
|
|
$
|
118,379
|
|
|
$
|
191,809
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Category
|
|
Segment
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Solar modules
|
|
Modules
|
|
$
|
371,184
|
|
|
$
|
119,825
|
|
|
$
|
798,744
|
|
|
$
|
386,450
|
|
Solar power systems
|
|
Systems
|
|
79,792
|
|
|
386,237
|
|
|
454,841
|
|
|
850,306
|
|
||||
EPC services
|
|
Systems
|
|
47,219
|
|
|
134,369
|
|
|
287,270
|
|
|
203,941
|
|
||||
O&M services
|
|
Systems
|
|
28,245
|
|
|
25,431
|
|
|
82,397
|
|
|
76,572
|
|
||||
Energy generation
|
|
Systems
|
|
20,366
|
|
|
10,358
|
|
|
40,488
|
|
|
35,534
|
|
||||
Net sales
|
|
|
|
$
|
546,806
|
|
|
$
|
676,220
|
|
|
$
|
1,663,740
|
|
|
$
|
1,552,803
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Number of projects (1)
|
|
4
|
|
|
2
|
|
|
4
|
|
|
23
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Decrease) increase in revenue from net changes in transaction prices (in thousands) (1)
|
|
$
|
(2,435
|
)
|
|
$
|
6,672
|
|
|
$
|
3,649
|
|
|
$
|
54,653
|
|
Decrease in revenue from net changes in input cost estimates (in thousands)
|
|
(6,676
|
)
|
|
(2,948
|
)
|
|
(15,645
|
)
|
|
(13,070
|
)
|
||||
Net (decrease) increase in revenue from net changes in estimates (in thousands)
|
|
$
|
(9,111
|
)
|
|
$
|
3,724
|
|
|
$
|
(11,996
|
)
|
|
$
|
41,583
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in estimate as a percentage of aggregate revenue
|
|
(0.6
|
)%
|
|
0.3
|
%
|
|
(1.6
|
)%
|
|
0.4
|
%
|
(1)
|
During the nine months ended September 30, 2018, we settled a tax examination with the state of California regarding several matters, including certain sales and use tax payments due under lump sum EPC contracts. Accordingly, we revised our estimates of sales and use taxes due for projects in the state of California, which affected the estimated transaction prices for such contracts, and recorded an increase to revenue of $54.6 million.
|
|
|
September 30,
2019 |
|
December 31,
2018 |
|
Nine Month Change
|
|||||||||
Accounts receivable, unbilled
|
|
$
|
136,734
|
|
|
$
|
441,666
|
|
|
|
|
|
|||
Retainage
|
|
28,279
|
|
|
16,500
|
|
|
|
|
|
|||||
Accounts receivable, unbilled and retainage
|
|
$
|
165,013
|
|
|
$
|
458,166
|
|
|
$
|
(293,153
|
)
|
|
(64
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Deferred revenue (1)
|
|
$
|
134,278
|
|
|
$
|
177,769
|
|
|
$
|
(43,491
|
)
|
|
(24
|
)%
|
(1)
|
Includes $41.0 million and $48.0 million of long-term deferred revenue classified as “Other liabilities” on our condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018, respectively.
|
Project/Location
|
|
Project Size in MWAC
|
|
Revenue Category
|
|
EPC Contract/Partner Developed Project
|
|
Expected Year Revenue Recognition Will Be Completed
|
|
Percentage of Revenue Recognized
|
|
Phoebe, Texas
|
|
250
|
|
|
EPC
|
|
Innergix Renewable Energy
|
|
2019
|
|
98%
|
GA Solar 4, Georgia
|
|
200
|
|
|
Solar power systems
|
|
Origis Energy USA
|
|
2020
|
|
43%
|
Seabrook, South Carolina
|
|
72
|
|
|
Solar power systems
|
|
Dominion Energy
|
|
2019
|
|
41%
|
Japan (multiple locations)
|
|
52
|
|
|
Solar power systems
|
|
(1)
|
|
2020
|
|
—%
|
Troy Solar, Indiana
|
|
51
|
|
|
EPC
|
|
Southern Indiana Gas and Electric Company
|
|
2020
|
|
—%
|
Total
|
|
625
|
|
|
|
|
|
|
|
|
|
(1)
|
Contracted but not specified
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of sales
|
|
$
|
1,719
|
|
|
$
|
1,612
|
|
|
$
|
5,520
|
|
|
$
|
5,148
|
|
Selling, general and administrative
|
|
6,243
|
|
|
4,620
|
|
|
15,627
|
|
|
16,884
|
|
||||
Research and development
|
|
1,525
|
|
|
1,319
|
|
|
4,067
|
|
|
4,383
|
|
||||
Production start-up
|
|
139
|
|
|
—
|
|
|
194
|
|
|
372
|
|
||||
Total share-based compensation expense
|
|
$
|
9,626
|
|
|
$
|
7,551
|
|
|
$
|
25,408
|
|
|
$
|
26,787
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Restricted and performance stock units
|
|
$
|
9,298
|
|
|
$
|
7,200
|
|
|
$
|
23,921
|
|
|
$
|
25,193
|
|
Unrestricted stock
|
|
379
|
|
|
379
|
|
|
1,137
|
|
|
1,258
|
|
||||
|
|
9,677
|
|
|
7,579
|
|
|
25,058
|
|
|
26,451
|
|
||||
Net amount (absorbed into) released from inventory
|
|
(51
|
)
|
|
(28
|
)
|
|
350
|
|
|
336
|
|
||||
Total share-based compensation expense
|
|
$
|
9,626
|
|
|
$
|
7,551
|
|
|
$
|
25,408
|
|
|
$
|
26,787
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Basic net income (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
30,622
|
|
|
$
|
57,750
|
|
|
$
|
(55,525
|
)
|
|
$
|
92,210
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding
|
|
105,397
|
|
|
104,804
|
|
|
105,272
|
|
|
104,711
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding
|
|
105,397
|
|
|
104,804
|
|
|
105,272
|
|
|
104,711
|
|
||||
Effect of restricted and performance stock units and stock purchase plan shares
|
|
830
|
|
|
1,359
|
|
|
—
|
|
|
1,500
|
|
||||
Weighted-average shares used in computing diluted net income (loss) per share
|
|
106,227
|
|
|
106,163
|
|
|
105,272
|
|
|
106,211
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.29
|
|
|
$
|
0.55
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.88
|
|
Diluted
|
|
$
|
0.29
|
|
|
$
|
0.54
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.87
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Anti-dilutive shares
|
|
—
|
|
|
603
|
|
|
787
|
|
|
394
|
|
|
|
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, 2018
|
|
$
|
(66,380
|
)
|
|
$
|
10,641
|
|
|
$
|
1,273
|
|
|
$
|
(54,466
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(5,055
|
)
|
|
36,648
|
|
|
153
|
|
|
31,746
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
(1,190
|
)
|
|
(15,016
|
)
|
|
(1,205
|
)
|
|
(17,411
|
)
|
||||
Net tax effect
|
|
—
|
|
|
184
|
|
|
429
|
|
|
613
|
|
||||
Net other comprehensive (loss) income
|
|
(6,245
|
)
|
|
21,816
|
|
|
(623
|
)
|
|
14,948
|
|
||||
Balance as of September 30, 2019
|
|
$
|
(72,625
|
)
|
|
$
|
32,457
|
|
|
$
|
650
|
|
|
$
|
(39,518
|
)
|
Comprehensive Income Components
|
|
Income Statement Line Item
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||
Foreign currency translation adjustment
|
|
Cost of sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,190
|
|
|
$
|
—
|
|
Unrealized gain on marketable securities and restricted investments
|
|
Other (loss) income, net
|
|
—
|
|
|
—
|
|
|
15,016
|
|
|
19,473
|
|
||||
Unrealized gain (loss) on derivative contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
Net sales
|
|
—
|
|
|
46
|
|
|
124
|
|
|
(1,698
|
)
|
||||
Foreign exchange forward contracts
|
|
Cost of sales
|
|
—
|
|
|
(212
|
)
|
|
1,081
|
|
|
(212
|
)
|
||||
Foreign exchange forward contracts
|
|
Foreign currency gain (loss), net
|
|
—
|
|
|
(5,448
|
)
|
|
—
|
|
|
(5,448
|
)
|
||||
Foreign exchange forward contracts
|
|
Other (loss) income, net
|
|
—
|
|
|
546
|
|
|
—
|
|
|
546
|
|
||||
|
|
|
|
—
|
|
|
(5,068
|
)
|
|
1,205
|
|
|
(6,812
|
)
|
||||
Total amount reclassified
|
|
|
|
$
|
—
|
|
|
$
|
(5,068
|
)
|
|
$
|
17,411
|
|
|
$
|
12,661
|
|
|
|
Three Months Ended September 30, 2019
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||
|
|
Modules
|
|
Systems
|
|
Total
|
|
Modules
|
|
Systems
|
|
Total
|
||||||||||||
Net sales
|
|
$
|
371,184
|
|
|
$
|
175,622
|
|
|
$
|
546,806
|
|
|
$
|
119,825
|
|
|
$
|
556,395
|
|
|
$
|
676,220
|
|
Gross profit (loss)
|
|
147,806
|
|
|
(9,443
|
)
|
|
138,363
|
|
|
(5,654
|
)
|
|
134,781
|
|
|
129,127
|
|
||||||
Depreciation and amortization expense
|
|
38,063
|
|
|
6,628
|
|
|
44,691
|
|
|
25,539
|
|
|
4,268
|
|
|
29,807
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
|
Modules
|
|
Systems
|
|
Total
|
|
Modules
|
|
Systems
|
|
Total
|
||||||||||||
Net sales
|
|
$
|
798,744
|
|
|
$
|
864,996
|
|
|
$
|
1,663,740
|
|
|
$
|
386,450
|
|
|
$
|
1,166,353
|
|
|
$
|
1,552,803
|
|
Gross (loss) profit
|
|
134,293
|
|
|
81,364
|
|
|
215,657
|
|
|
(21,927
|
)
|
|
315,794
|
|
|
293,867
|
|
||||||
Depreciation and amortization expense
|
|
118,448
|
|
|
15,206
|
|
|
133,654
|
|
|
52,802
|
|
|
14,363
|
|
|
67,165
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Modules
|
|
Systems
|
|
Total
|
|
Modules
|
|
Systems
|
|
Total
|
||||||||||||
Goodwill
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
•
|
Net sales for the three months ended September 30, 2019 decreased by 19% to $546.8 million compared to $676.2 million for the same period in 2018. The decrease in net sales was primarily due to the sale of the Manildra project in 2018 and the completion of substantially all construction activities at the California Flats, Willow Springs, Balm Solar, Rosamond, and Payne Creek projects in late 2018 and early 2019, partially offset by the sale of the Seabrook project, the completion of substantially all construction activities at the Phoebe project, and an increase in third-party module sales.
|
•
|
Gross profit for the three months ended September 30, 2019 increased 6.2 percentage points to 25.3% from 19.1% for the same period in 2018. The increase in gross profit was primarily due to a reduction in our product warranty liability due to revised module return rates based on updated information regarding our warranty claims, higher gross profit on third-party module sales, and improved utilization of our manufacturing facilities, partially offset by the mix of lower gross profit projects under construction during the period.
|
•
|
As of September 30, 2019, we had 6.2 GWDC of installed annual nameplate production capacity across all our facilities in Perrysburg, Ohio; Kulim, Malaysia; and Ho Chi Minh City, Vietnam. We produced 1.5 GWDC of solar modules during the three months ended September 30, 2019, which represented a 108% increase from the same period in 2018. The increase in production was primarily driven by the Series 6 production capacity added at our manufacturing facilities in Kulim, Malaysia and Ho Chi Minh City, Vietnam. We expect to produce between 5.4 GWDC and 5.5 GWDC of solar modules during 2019, including approximately 2 GWDC of Series 4 modules.
|
Project/Location
|
|
Project Size in MWAC
|
|
PPA Contracted Partner
|
|
EPC Contract/Partner Developed Project
|
|
Expected Year Revenue Recognition Will Be Completed
|
|
% of Revenue Recognized as of September 30, 2019
|
|
Phoebe, Texas
|
|
250
|
|
|
Shell Energy North America
|
|
Innergix Renewable Energy
|
|
2019
|
|
98%
|
GA Solar 4, Georgia
|
|
200
|
|
|
Georgia Power Company
|
|
Origis Energy USA
|
|
2020
|
|
43%
|
Sun Streams, Arizona
|
|
150
|
|
|
SCE
|
|
(1)
|
|
2019
|
|
—%
|
Sunshine Valley, Nevada
|
|
100
|
|
|
SCE
|
|
(1)
|
|
2019
|
|
—%
|
Seabrook, South Carolina
|
|
72
|
|
|
South Carolina Electric and Gas Company
|
|
Dominion Energy
|
|
2019
|
|
41%
|
Japan (multiple locations)
|
|
52
|
|
|
TEPCO Energy
|
|
(1)
|
|
2020
|
|
—%
|
Troy Solar, Indiana
|
|
51
|
|
|
(2)
|
|
Southern Indiana Gas and Electric Company
|
|
2020
|
|
—%
|
Windhub A, California
|
|
20
|
|
|
SCE
|
|
(1)
|
|
2019
|
|
—%
|
Total
|
|
895
|
|
|
|
|
|
|
|
|
|
Project/Location
|
|
Project Size in MWAC
|
|
PPA Contracted Partner
|
|
Fully Permitted
|
|
Expected or Actual Substantial Completion Year
|
|
% Complete as of September 30, 2019
|
|
Little Bear, California
|
|
160
|
|
|
Marin Clean Energy
|
|
Yes
|
|
2020
|
|
12%
|
Sun Streams 2, Arizona
|
|
150
|
|
|
Microsoft Corporation
|
|
Yes
|
|
2020/2021
|
|
7%
|
Luz del Norte, Chile
|
|
141
|
|
|
(3)
|
|
Yes
|
|
2016
|
|
100%
|
American Kings Solar, California
|
|
123
|
|
|
SCE
|
|
Yes
|
|
2020
|
|
18%
|
Sun Streams PVS, Arizona
|
|
65
|
|
|
APS
|
|
No
|
|
2020
|
|
2%
|
Ishikawa, Japan
|
|
59
|
|
|
Hokuriku Electric Power Company
|
|
Yes
|
|
2018
|
|
100%
|
Japan (multiple locations)
|
|
55
|
|
|
(4)
|
|
No
|
|
2021/2022
|
|
12%
|
Miyagi, Japan
|
|
40
|
|
|
Tohoku Electric Power Company
|
|
Yes
|
|
2021
|
|
29%
|
India (multiple locations)
|
|
40
|
|
|
(5)
|
|
Yes
|
|
2017
|
|
100%
|
Total
|
|
833
|
|
|
|
|
|
|
|
|
|
(1)
|
Contracted but not specified
|
(2)
|
Utility-owned generation
|
(3)
|
Approximately 70 MWAC of the plant’s capacity is contracted under various PPAs
|
(4)
|
Chubu Electric Power Company – 38 MWAC and Hokuriku Electric Power Company – 17 MWAC
|
(5)
|
Gulbarga Electricity Supply Co. – 20 MWAC and Chamundeshwari Electricity Supply Co. – 20 MWAC
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
74.7
|
%
|
|
80.9
|
%
|
|
87.0
|
%
|
|
81.1
|
%
|
Gross profit
|
|
25.3
|
%
|
|
19.1
|
%
|
|
13.0
|
%
|
|
18.9
|
%
|
Selling, general and administrative
|
|
9.8
|
%
|
|
5.0
|
%
|
|
9.0
|
%
|
|
8.1
|
%
|
Research and development
|
|
4.6
|
%
|
|
3.3
|
%
|
|
4.3
|
%
|
|
4.1
|
%
|
Production start-up
|
|
3.4
|
%
|
|
2.2
|
%
|
|
2.3
|
%
|
|
4.9
|
%
|
Operating income (loss)
|
|
7.6
|
%
|
|
8.6
|
%
|
|
(2.6
|
)%
|
|
1.9
|
%
|
Foreign currency gain (loss), net
|
|
0.2
|
%
|
|
(0.4
|
)%
|
|
0.2
|
%
|
|
(0.2
|
)%
|
Interest income
|
|
2.1
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.9
|
%
|
Interest expense, net
|
|
(0.9
|
)%
|
|
(0.5
|
)%
|
|
(1.4
|
)%
|
|
(0.9
|
)%
|
Other (loss) income, net
|
|
(0.6
|
)%
|
|
(0.9
|
)%
|
|
(0.3
|
)%
|
|
0.5
|
%
|
Income tax expense
|
|
(2.7
|
)%
|
|
(0.4
|
)%
|
|
(1.5
|
)%
|
|
(0.5
|
)%
|
Equity in earnings, net of tax
|
|
—
|
%
|
|
(0.5
|
)%
|
|
—
|
%
|
|
2.3
|
%
|
Net income (loss)
|
|
5.6
|
%
|
|
8.5
|
%
|
|
(3.3
|
)%
|
|
5.9
|
%
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
Three Month Change
|
|
2019
|
|
2018
|
|
Nine Month Change
|
||||||||||||||||||
Modules
|
|
$
|
371,184
|
|
|
$
|
119,825
|
|
|
$
|
251,359
|
|
|
210
|
%
|
|
$
|
798,744
|
|
|
$
|
386,450
|
|
|
$
|
412,294
|
|
|
107
|
%
|
Systems
|
|
175,622
|
|
|
556,395
|
|
|
(380,773
|
)
|
|
(68
|
)%
|
|
864,996
|
|
|
1,166,353
|
|
|
(301,357
|
)
|
|
(26
|
)%
|
||||||
Net sales
|
|
$
|
546,806
|
|
|
$
|
676,220
|
|
|
$
|
(129,414
|
)
|
|
(19
|
)%
|
|
$
|
1,663,740
|
|
|
$
|
1,552,803
|
|
|
$
|
110,937
|
|
|
7
|
%
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
Three Month Change
|
|
2019
|
|
2018
|
|
Nine Month Change
|
||||||||||||||||||
Modules
|
|
$
|
223,378
|
|
|
$
|
125,479
|
|
|
$
|
97,899
|
|
|
78
|
%
|
|
$
|
664,451
|
|
|
$
|
408,377
|
|
|
$
|
256,074
|
|
|
63
|
%
|
Systems
|
|
185,065
|
|
|
421,614
|
|
|
(236,549
|
)
|
|
(56
|
)%
|
|
783,632
|
|
|
850,559
|
|
|
(66,927
|
)
|
|
(8
|
)%
|
||||||
Total cost of sales
|
|
$
|
408,443
|
|
|
$
|
547,093
|
|
|
$
|
(138,650
|
)
|
|
(25
|
)%
|
|
$
|
1,448,083
|
|
|
$
|
1,258,936
|
|
|
$
|
189,147
|
|
|
15
|
%
|
% of net sales
|
|
74.7
|
%
|
|
80.9
|
%
|
|
|
|
|
|
|
|
87.0
|
%
|
|
81.1
|
%
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
Three Month Change
|
|
2019
|
|
2018
|
|
Nine Month Change
|
||||||||||||||||||
Gross profit
|
|
$
|
138,363
|
|
|
$
|
129,127
|
|
|
$
|
9,236
|
|
|
7
|
%
|
|
$
|
215,657
|
|
|
$
|
293,867
|
|
|
$
|
(78,210
|
)
|
|
(27
|
)%
|
% of net sales
|
|
25.3
|
%
|
|
19.1
|
%
|
|
|
|
|
|
|
|
13.0
|
%
|
|
18.9
|
%
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
Three Month Change
|
|
2019
|
|
2018
|
|
Nine Month Change
|
||||||||||||||||||
Selling, general and administrative
|
|
$
|
53,542
|
|
|
$
|
33,539
|
|
|
$
|
20,003
|
|
|
60
|
%
|
|
$
|
149,828
|
|
|
$
|
125,519
|
|
|
$
|
24,309
|
|
|
19
|
%
|
% of net sales
|
|
9.8
|
%
|
|
5.0
|
%
|
|
|
|
|
|
|
|
9.0
|
%
|
|
8.1
|
%
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
Three Month Change
|
|
2019
|
|
2018
|
|
Nine Month Change
|
||||||||||||||||||
Research and development
|
|
$
|
24,912
|
|
|
$
|
22,390
|
|
|
$
|
2,522
|
|
|
11
|
%
|
|
$
|
71,184
|
|
|
$
|
63,084
|
|
|
$
|
8,100
|
|
|
13
|
%
|
% of net sales
|
|
4.6
|
%
|
|
3.3
|
%
|
|
|
|
|
|
|
|
4.3
|
%
|
|
4.1
|
%
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
Three Month Change
|
|
2019
|
|
2018
|
|
Nine Month Change
|
||||||||||||||||||
Production start-up
|
|
$
|
18,605
|
|
|
$
|
14,723
|
|
|
$
|
3,882
|
|
|
26
|
%
|
|
$
|
38,564
|
|
|
$
|
76,159
|
|
|
$
|
(37,595
|
)
|
|
(49
|
)%
|
% of net sales
|
|
3.4
|
%
|
|
2.2
|
%
|
|
|
|
|
|
|
|
2.3
|
%
|
|
4.9
|
%
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
Three Month Change
|
|
2019
|
|
2018
|
|
Nine Month Change
|
||||||||||||||||||
Interest expense, net
|
|
$
|
(4,976
|
)
|
|
$
|
(3,198
|
)
|
|
$
|
(1,778
|
)
|
|
56
|
%
|
|
$
|
(24,018
|
)
|
|
$
|
(14,445
|
)
|
|
$
|
(9,573
|
)
|
|
66
|
%
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
Three Month Change
|
|
2019
|
|
2018
|
|
Nine Month Change
|
||||||||||||||||||
Income tax expense
|
|
$
|
(15,035
|
)
|
|
$
|
(2,396
|
)
|
|
$
|
(12,639
|
)
|
|
528
|
%
|
|
$
|
(25,385
|
)
|
|
$
|
(7,857
|
)
|
|
$
|
(17,528
|
)
|
|
223
|
%
|
Effective tax rate
|
|
33.0
|
%
|
|
3.8
|
%
|
|
|
|
|
|
|
|
(84.8
|
)%
|
|
12.1
|
%
|
|
|
|
|
•
|
We expect to continue to make significant capital investments as we transition our production to Series 6 module technology and purchase the related manufacturing equipment and infrastructure, including expenditures for our additional U.S. manufacturing plant in Lake Township, Ohio. We expect the aggregate capital investment for currently planned Series 6 related programs to be approximately $2.0 billion, including $1.6 billion of capital expenditures already made as of September 30, 2019. These capital investments are expected to provide an annual Series 6 manufacturing capacity of approximately 6.6 GWDC once completed. During the remainder of 2019, we expect to spend $150 million to $250 million for capital expenditures, the majority of which is associated with our Series 6 transition.
|
•
|
Our failure to obtain raw materials and components that meet our quality, quantity, and cost requirements in a timely manner could interrupt or impair our ability to manufacture our solar modules or increase our manufacturing costs. Accordingly, we may enter into long-term supply agreements to mitigate potential risks related to the procurement of key raw materials and components, and such agreements may be noncancelable or cancelable with a significant penalty. For example, we have entered into long-term supply agreements for the purchase of certain specified minimum volumes of substrate glass and cover glass for our PV solar modules.
|
•
|
The balance of our solar module inventories and BoS parts was $505.0 million as of September 30, 2019. As we continue to develop and construct our advanced-stage project pipeline, we must produce solar modules and potentially procure BoS parts in volumes sufficient to support our planned construction schedules. As part of this construction cycle, we typically produce or procure these inventories 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, they are classified as either project assets, PV solar power systems, or cost of sales depending on whether the project is subject to a definitive sales contract and whether other revenue recognition criteria have been met. We also produce significant volumes of modules for sale directly to third-parties, which requires us to carry inventories at levels sufficient to satisfy the demand of our customers and the needs of their projects, which may also temporarily reduce our liquidity.
|
•
|
We may commit significant working capital over the next several years to advance the construction of various U.S. systems projects or procure the associated modules or BoS parts by specified dates for such projects to qualify for certain federal investment tax credits (“ITC”). Among other requirements, such credits require projects to commence construction in 2019, which may be achieved by certain qualifying procurement activities, to receive a 30% investment tax credit. The credit will step down to 26% for projects that commence construction in 2020, 22% for projects that commence construction in 2021, and 10% for projects that commence construction thereafter.
|
•
|
We may also commit working capital to acquire solar power projects in various stages of development, including advanced-stage projects with PPAs, and to continue developing those projects and our existing projects, as necessary. Depending upon the size and stage of development, the 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.
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2019
|
|
2018
|
||||
Net cash used in operating activities
|
|
$
|
(607,492
|
)
|
|
$
|
(141,310
|
)
|
Net cash used in investing activities
|
|
(54,635
|
)
|
|
(795,723
|
)
|
||
Net cash provided by financing activities
|
|
81,742
|
|
|
143,183
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(6,732
|
)
|
|
(12,454
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
|
$
|
(587,117
|
)
|
|
$
|
(806,304
|
)
|
•
|
a reduction or removal of clean energy programs and initiatives and the incentives they provide may diminish the market for future solar energy off-take agreements, slow the retirement of aging fossil fuel plants, including the retirements of coal generation plants, and reduce the ability for solar project developers to compete for future solar energy off-take agreements, which may reduce incentives for such parties to develop solar projects and purchase PV solar modules;
|
•
|
any limitations on the value or availability to potential investors of tax incentives that benefit solar energy projects such as the ITC and accelerated depreciation deductions could result in such investors generating reduced revenues and economic returns and facing a reduction in the availability of affordable financing, thereby reducing demand for PV solar modules. The ITC is a U.S. federal incentive that provides an income tax credit to the owner of the project after the project is placed in service of up to 30% of eligible basis. Under the Modified Accelerated Cost-Recovery System, owners of equipment used in a solar project may claim all of their depreciation deductions with respect to such equipment over five years, even though the useful life of such equipment is generally greater than five years. In addition, in December 2017, the U.S. government enacted comprehensive tax reform legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). Under the Tax Act, qualified property placed in service after September 22, 2017 and before January 1, 2023 is generally eligible for 100% expensing, and such property placed in service after December 31, 2022 and before January 1, 2027 is generally eligible for expensing at lower percentages. However, the Tax Act also reduced the U.S. corporate income tax rate to 21% effective January 1, 2018, which could diminish the capacity of potential investors to benefit from incentives such as the ITC and reduce the value of accelerated depreciation deductions and expensing, thereby reducing the relative attractiveness of solar projects as an investment; and
|
•
|
any effort to overturn federal and state laws, regulations, or policies that are supportive of solar energy generation or that remove costs or other limitations on other types of electricity generation that compete with solar energy projects could negatively impact our ability to compete with traditional forms of electricity generation and materially and adversely affect our business.
|
Exhibit Number
|
|
Exhibit Description
|
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL 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 Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.
|
|
FIRST SOLAR, INC.
|
||
|
|
|
|
Date: October 24, 2019
|
By:
|
|
/s/ BYRON JEFFERS
|
|
Name:
|
|
Byron Jeffers
|
|
Title:
|
|
Interim Chief Accounting Officer
|
Participant:
|
[●]
|
|
|
Target # Performance Units:
|
[●]
|
|
|
Grant Date:
|
[●]
|
|
|
Performance Period:
|
[●]
|
|
|
Vesting Conditions:
|
The number of Performance Units that vests is subject to the level of achievement of the following performance goals during the Performance Period (the “Performance-Vesting Conditions”):
|
|
Performance Level
|
Threshold
(50%)
|
Target
(100%)
|
Maximum
(200%)
|
Weighting
|
|
[Metric 1]
|
[●]
|
[●]
|
[●]
|
[●]
|
|
[Metric 2]
|
[●]
|
[●]
|
[●]
|
[●]
|
|
[Metric 3]
|
[●]
|
[●]
|
[●]
|
[●]
|
|
[Metric 4]
|
[●]
|
[●]
|
[●]
|
[●]
|
Forfeiture:
|
This Award shall be forfeited, with no consideration, upon termination of the Participant’s employment provided, however that if such termination of employment occurs (x) on account of the Participant’s death, (y) by the Company due to Disability (defined below), or (z) by the Participant due to a Retirement (defined below) occurring following the end of the first calendar year of the Performance Period, then the Participant shall be eligible for a pro rata settlement as described in the Settlement section below.
For this purpose, “Disability” shall have the meaning ascribed to such term (or term of similar import) in the employment agreement between the Participant and the Company, as in effect at the relevant time. “Retirement” shall mean the Participant’s voluntary termination of employment provided that the Participant has (i) attained age fifty-seven (57) or older as of the date of such termination; (ii) completed a minimum of eight (8) years of service as of the date of such termination. Notwithstanding anything to the contrary herein, if the Participant’s employment is terminated due to a Retirement occurring following the end of the first calendar year of the Performance Period, the Participant shall be eligible for a pro rata settlement only if the Participant complies with the restrictive covenants set forth in the Non-Solicitation and Non-Competition Agreement by and between the Company and the Participant, as in effect on the date of such termination of employment (the “Restrictive Covenants”) through the settlement date of this Award.
Further, this Award shall expire and be forfeited with respect to the unvested portion thereof if the threshold Performance-Vesting Condition is not satisfied with respect to the Performance Period. For greater clarity, notwithstanding anything to the contrary herein, in the Performance Unit Award Agreement, or in any employment or other agreement between the Participant and the Company, no portion of this Award shall accelerate upon termination of the Participant’s employment other than as expressly provided in this Grant Notice.
|
|
|
Settlement of Award:
|
Full Settlement: Where the Participant is eligible for full settlement of this Award or any portion thereof, as soon as administratively practicable but in any event within the first 60 days of the calendar year following the end of the Performance Period, the Participant shall receive one fully vested Share for each vested Performance Unit.
Pro Rata Settlement: Where the Participant is eligible for a pro rata settlement of this Award or any portion thereof because the Participant experienced a termination of employment described above prior to the settlement date, such pro rata portion shall be determined by multiplying (i) the number of Performance Units that would have vested based on actual achievement of the Performance-Vesting Conditions had the Participant remained employed until the settlement date by (ii) a fraction, (a) the numerator of which is the number of days the Participant was employed by the Company during the Performance Period up to the date of termination, and (b) the denominator of which is the number of days from and after the first day of the Performance Period through the end of the Performance Period, rounding up to the next whole Performance Unit. Such pro rata portion of the Performance Units shall be settled in Shares, on a one-for-one basis, as soon as administratively practicable but in any event within the first 60 days of the calendar year following the end of the Performance Period. If the Participant becomes eligible for a pro rata settlement of this Award, then upon pro rata settlement the remainder of this Award shall be forfeited.
|
|
|
Settlement of Taxes:
|
Vesting and settlement of the Performance Units shall be subject to the Participant satisfying any applicable federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The amount of any withholding taxes in respect of the Performance Units shall be satisfied by having the Company withhold from the number of Performance Units payable to the Participant under this Award a number of Shares having a fair market value equal to such required tax withholding obligations. If, for any reason, the Shares that would otherwise be deliverable to the Participant upon settlement of the Performance Units would be insufficient to satisfy the tax withholding obligations, the Company and any of its Subsidiaries are authorized to withhold an amount from the Participant’s wages or other compensation sufficient to fully satisfy the tax withholding obligations.
|
|
|
|
Signature
|
|
Date
|
|
|
|
(1)
|
I have reviewed the Quarterly Report on Form 10-Q of First Solar, Inc., a Delaware corporation, for the period ended September 30, 2019, 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.
|
|
|
|
|
October 24, 2019
|
By:
|
|
/s/ MARK R. WIDMAR
|
|
Name:
|
|
Mark R. Widmar
|
|
Title:
|
|
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 September 30, 2019, 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.
|
|
|
|
|
October 24, 2019
|
By:
|
|
/s/ ALEXANDER R. BRADLEY
|
|
Name:
|
|
Alexander R. Bradley
|
|
Title:
|
|
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.
|
|
|
|
|
October 24, 2019
|
By:
|
|
/s/ MARK R. WIDMAR
|
|
Name:
|
|
Mark R. Widmar
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
|
October 24, 2019
|
By:
|
|
/s/ ALEXANDER R. BRADLEY
|
|
Name:
|
|
Alexander R. Bradley
|
|
Title:
|
|
Chief Financial Officer
|