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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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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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94-3008969
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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
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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3
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Item 1.
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3
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3
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4
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5
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6
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Item 2.
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41
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Item 3.
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54
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Item 4.
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56
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57
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Item 1.
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57
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Item 1A.
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58
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Item 2.
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58
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Item 6.
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59
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60
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61
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It
em 1.
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Financial Statements
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April 4,
2010
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January 3,
2010 (1)
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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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499,154
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$
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615,879
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Restricted cash and cash equivalents, current portion
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109,089
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61,868
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Short-term investments
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172
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172
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Accounts receivable, net
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221,640
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248,833
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Costs and estimated earnings in excess of billings
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30,309
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26,062
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Inventories
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252,181
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202,301
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Assets held-for-sale
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175,439
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—
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||||||
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Advances to suppliers, current portion
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26,658
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22,785
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Prepaid expenses and other current assets
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193,948
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104,531
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Total current assets
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1,508,590
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1,282,431
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Restricted cash and cash equivalents, net of current portion
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268,203
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248,790
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Property, plant and equipment, net
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704,549
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682,344
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Project assets
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107,292
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9,607
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Goodwill
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330,846
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198,163
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Other intangible assets, net
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21,326
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24,974
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Advances to suppliers, net of current portion
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160,791
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167,843
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Other long-term assets
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191,376
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82,743
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Total assets
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$
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3,292,973
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$
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2,696,895
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Liabilities and Stockholders’ Equity
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Current liabilities:
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Accounts payable
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$
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257,030
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$
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234,692
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Accrued liabilities
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115,608
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114,008
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Billings in excess of costs and estimated earnings
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28,584
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17,346
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Short-term debt and current portion of long-term debt
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52,337
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11,250
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Convertible debt, current portion
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140,484
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137,968
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Customer advances, current portion
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20,652
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19,832
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Total current liabilities
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614,695
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535,096
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Long-term debt
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386,555
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237,703
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Convertible debt, net of current portion
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550,178
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398,606
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Customer advances, net of current portion
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70,204
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72,288
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Long-term deferred tax liability
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5,661
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6,777
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Other long-term liabilities
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243,009
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70,045
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Total liabilities
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1,870,302
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1,320,515
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Commitments and contingencies (Note 10)
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Stockholders’ equity:
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Preferred stock, $0.001 par value, 10,042,490 shares authorized; none issued and outstanding
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-
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-
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Common stock, $0.001 par value, 150,000,000 shares of class B common stock authorized; 42,033,287 shares of class B common stock issued and outstanding; $0.001 par value, 217,500,000 shares of class A common stock authorized; 55,792,989 and 55,394,612 shares of class A common stock issued; 55,382,875 and 55,039,193 shares of class A common stock outstanding, at April 4, 2010 and January 3, 2010, respectively
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97
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97
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Additional paid-in capital
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1,532,624
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1,520,933
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Accumulated other comprehensive income (loss)
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5,850
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(17,357
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)
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Accumulated deficit
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(101,736
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)
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(114,309
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1,436,835
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1,389,364
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Less: shares of class A common stock held in treasury, at cost; 410,114 and 355,419 shares at April 4, 2010 and January 3, 2010, respectively
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(14,164
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)
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(12,984
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)
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Total stockholders’ equity
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1,422,671
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1,376,380
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Total liabilities and stockholders’ equity
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$
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3,292,973
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$
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2,696,895
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(1)
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As adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company’s convertible debt offerings in fiscal 2007 (see Note 1).
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Three Months Ended
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||||||
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April 4,
2010
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March 29,
2009
(As Restated) (1)
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|||
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Revenue:
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||
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Systems
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$
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64,581
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$
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103,953
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Components
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282,693
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107,690
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Total revenue
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347,274
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211,643
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Costs and expenses:
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Cost of systems revenue
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61,741
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95,324
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Cost of components revenue
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213,790
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84,084
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Research and development
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10,407
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7,880
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Sales, general and administrative
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64,280
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42,404
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Total costs and expenses
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350,218
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229,692
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Operating loss
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(2,944
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)
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(18,049
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)
|
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Other income (expense):
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|
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Interest income
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273
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|
|
|
1,184
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|
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Interest expense
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(10,940
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)
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(6,271
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)
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Other, net
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(7,809
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)
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(7,157
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)
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Other income (expense), net
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(18,476
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)
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(12,244
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)
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Loss before income taxes and equity in earnings of unconsolidated investees
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(21,420
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)
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(30,293
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)
|
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Benefit from income taxes
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(30,875
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)
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(19,196
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)
|
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Income (loss) before equity in earnings of unconsolidated investees
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|
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9,455
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(11,097
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)
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Equity in earnings of unconsolidated investees
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|
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3,118
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|
|
|
1,245
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|
|
Net income (loss)
|
|
$
|
12,573
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$
|
(9,852
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)
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|
|
Net income (loss) per share of class A and class B common stock:
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Basic
|
|
$
|
0.13
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|
|
$
|
(0.12
|
)
|
|
Diluted
|
|
$
|
0.13
|
|
|
$
|
(0.12
|
)
|
|
Weighted-average shares:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
95,154
|
|
|
|
83,749
|
|
|
Diluted
|
|
|
96,472
|
|
|
|
83,749
|
|
|
|
(1)
|
The Condensed Consolidated Statement of Operations for the three months ended March 29, 2009 has been restated as a result of the Company’s Audit Committee investigation of certain unsubstantiated accounting entries (see Note 2). In addition, the Condensed Consolidated Statement of Operations for the three months ended March 29, 2009 has been adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company’s convertible debt offerings in fiscal 2007 (see Note 1).
|
|
|
Three Months Ended
|
|
||||||
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|
April 4,
2010
|
|
|
March 29,
2009
(As Restated) (1)
|
|
|||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
12,573
|
|
|
$
|
(9,852
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
10,808
|
|
|
|
9,054
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|
|
Depreciation
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|
|
24,715
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|
|
|
18,365
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|
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Amortization of other intangible assets
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|
|
4,759
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|
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|
4,052
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Impairment (gain on sale) of investments
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|
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(1,572
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)
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|
|
1,318
|
|
|
Loss on mark-to-market derivatives
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|
|
2,218
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|
|
|
—
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|
|
Non-cash interest expense
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|
|
6,390
|
|
|
|
5,171
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|
|
Amortization of debt issuance costs
|
|
|
699
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|
|
|
537
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|
|
Equity in earnings of unconsolidated investees
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|
|
(3,118
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)
|
|
|
(1,245
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)
|
|
Deferred income taxes and other tax liabilities
|
|
|
(35,720
|
)
|
|
|
(17,003
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)
|
|
Changes in operating assets and liabilities, net of effect of acquisition:
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|
|
|
|
|
|
|
|
|
Accounts receivable
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|
|
30,511
|
|
|
|
40,931
|
|
|
Costs and estimated earnings in excess of billings
|
|
|
(4,907
|
)
|
|
|
(3,178
|
)
|
|
Inventories
|
|
|
(51,085
|
)
|
|
|
(86,049
|
)
|
|
Prepaid expenses and other assets
|
|
|
(18,118
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)
|
|
|
11,671
|
|
|
Advances to suppliers
|
|
|
3,178
|
|
|
|
7,993
|
|
|
Accounts payable and other accrued liabilities
|
|
|
26,873
|
|
|
(24,798
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)
|
|
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Billings in excess of costs and estimated earnings
|
|
|
11,615
|
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|
88
|
||
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Customer advances
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|
|
(918
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)
|
|
|
(10,180
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)
|
|
Net cash provided by (used in) operating activities
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|
|
18,901
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(53,125
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)
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Increase in restricted cash and cash equivalents
|
|
|
(19,717
|
)
|
|
|
(9,185
|
)
|
|
Purchase of property, plant and equipment
|
|
|
(43,658
|
)
|
|
|
(52,101
|
)
|
|
Proceeds from sale of equipment to third-party
|
|
|
2,875
|
|
|
|
—
|
|
|
Proceeds from sales or maturities of available-for-sale securities
|
|
|
1,572
|
|
|
|
18,177
|
|
|
Cash paid for acquisition, net of cash acquired
|
|
|
(272,699
|
)
|
|
|
—
|
|
|
Cash paid for investments in other non-public companies
|
|
|
(1,618
|
)
|
|
|
—
|
|
|
Net cash used in investing activities
|
|
|
(333,245
|
)
|
|
|
(43,109
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt, net of issuance costs
|
|
|
1,539
|
|
|
|
51,232
|
|
|
Proceeds from issuance of convertible debt, net of issuance costs
|
|
|
214,921
|
|
|
|
—
|
|
|
Cash paid for bond hedge
|
|
|
(66,176
|
)
|
|
|
—
|
|
|
Proceeds from warrant transactions
|
|
|
54,076
|
|
|
|
—
|
|
|
Proceeds from exercise of stock options
|
|
|
—
|
|
|
|
396
|
|
|
Purchases of stock for tax withholding obligations on vested restricted stock
|
|
|
(1,180
|
)
|
|
|
(2,359
|
)
|
|
Net cash provided by financing activities
|
|
|
203,180
|
|
|
|
49,269
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(5,561
|
)
|
|
|
(6,256
|
)
|
|
Net decrease in cash and cash equivalents
|
|
|
(116,725
|
)
|
|
|
(53,221
|
)
|
|
Cash and cash equivalents at beginning of period
|
|
|
615,879
|
|
|
|
202,331
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
499,154
|
|
|
$
|
149,110
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment included in accounts payable and other accrued liabilities
|
|
$
|
2,917
|
|
|
$
|
18,780
|
|
|
Non-cash interest expense capitalized and added to the cost of qualified assets
|
|
|
535
|
|
|
|
2,073
|
|
|
|
(1)
|
The Condensed Consolidated Statement of Cash Flows for the three months ended March 29, 2009 has been restated as a result of the Company’s Audit Committee investigation of certain unsubstantiated accounting entries (see Note 2). In addition, the Condensed Consolidated Statement of Cash Flows for the three months ended March 29, 2009 has been adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company’s convertible debt offerings in fiscal 2007 (see Note 1).
|
|
(In thousands)
|
As Adjusted
in this Quarterly Report
on Form 10-Q
|
As Previously Reported
in the 2009 Annual Report
on Form 10-K
|
||||||
|
Assets
|
|
|
||||||
|
Prepaid expenses and other current assets
|
$ | 104,531 | $ | 104,442 | ||||
|
Other long-term assets
|
92,350 | 91,580 | ||||||
|
Total assets
|
2,696,895 | 2,696,036 | ||||||
|
Stockholders’ Equity
|
||||||||
|
Additional paid-in capital
|
1,520,933 | 1,305,032 | ||||||
|
Retained earnings (accumulated deficit)
|
(114,309 | ) | 100,733 | |||||
|
Total stockholders’ equity
|
1,376,380 | 1,375,521 | ||||||
|
|
|
Three Months Ended
|
|
|||||
|
(In thousands, except per share amounts)
|
|
March 29, 2009
|
|
|||||
|
|
|
As Adjusted
in this Quarterly Report
on Form 10-Q
|
|
|
As Previously Reported
in Quarterly Report
on Form 10-Q/A
|
|
||
|
Interest expense
|
|
$
|
(6,271
|
)
|
|
$
|
(6,121
|
)
|
|
Loss before income taxes and equity in earnings of unconsolidated investees
|
|
|
(30,293
|
)
|
|
|
(30,143
|
)
|
|
Loss before equity in earnings of unconsolidated investees
|
|
|
(11,097
|
)
|
|
|
(10,947
|
)
|
|
Net loss
|
|
|
(9,852
|
)
|
|
|
(9,702
|
)
|
|
Loss per share of class A and class B common stock:
|
|
|||||||
|
Basic
|
|
|
(0.12
|
)
|
|
|
(0.12
|
)
|
|
Diluted
|
|
|
(0.12
|
)
|
|
|
(0.12
|
)
|
|
|
|
Three Months Ended
|
|
|||||
|
(In thousands)
|
|
March 29, 2009
|
|
|||||
|
|
|
As Adjusted
in this Quarterly Report
on Form 10-Q
|
|
|
As Previously Reported
in Quarterly Report
on Form 10-Q/A
|
|
||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(9,852
|
)
|
|
$
|
(9,702
|
)
|
|
Non-cash interest expense
|
|
|
5,171
|
|
|
|
5,021
|
|
|
Net cash used in operating activities
|
|
|
(53,125
|
)
|
|
|
(53,125
|
)
|
|
|
|
March 29,
2009
|
|
|
|
Investigation related adjustments
|
|
$
|
(4,040
|
)
|
|
Errors identified during course of investigation
|
|
|
(8,468
|
)
|
|
|
|
(12,508
|
)
|
|
|
Out-of-period adjustments
|
|
|
(3,042
|
)
|
|
Total adjustments
|
|
|
(15,550
|
)
|
|
Income tax effect of adjustments
|
|
|
10,634
|
|
|
Increase in net loss
|
|
$
|
(4,916
|
)
|
|
|
·
|
Accounts payable and accrued liabilities: The investigation found that certain expenses were understated by (a) not sufficiently accruing expenses or (b) reversing previously recorded expenses through manual journal entries that were not based on actual transactions or reasonable estimates of expenses. The accounts primarily affected were accruals for manufacturing expenses such as subcontracted wafering costs, electricity, and freight and other accrued expenses. Unsubstantiated entries were also recorded to reduce uninvoiced receipts liability accounts, with an offsetting reduction to cost of goods sold.
|
|
|
·
|
Inventories: The investigation found that unsubstantiated entries were made to increase inventory and decrease cost of goods sold by adjusting variance capitalization amounts. In addition, inventory obsolescence was understated for materials used in-house by wafering services of silicon ingots.
|
|
|
·
|
Inventories: The Company recorded corrections related to accounting for inventories in-transit and scrap, as well as the methodology used to calculate the capitalization of inventory variances.
|
|
|
·
|
Prepaid expenses and other current assets: Certain foreign individual income tax filings prepared for employees on foreign assignments contained omissions of taxable income. The amount of the estimated tax understatement plus interest and penalties less any employee receivables generated by the filing of amended returns has been included in the restated financials.
|
|
|
·
|
Property plant and equipment: In some instances, depreciation expense was not recorded in the proper period.
|
|
|
·
|
Accounts payable and accrued liabilities: Vendor credits were not properly applied and certain employee bonuses were not correctly accrued.
|
|
|
·
|
Systems revenue: The Company determined it had improperly deferred revenue earned in 2008 due to the improper application of multiple element accounting. In addition, the Company recorded revenue adjustments for several solar system contracts in 2008 for which costs to complete had not been properly estimated. Also, the Company incorrectly recorded a materials-only sale using the percentage-of-completion method.
|
|
|
·
|
Inventories: Various inventory adjustments were the result of the improper accounting for consigned inventory, in-transit inventories, and standard costing.
|
|
|
·
|
Accounts payable and accruals: The Company noted several under and over accruals of operating expenses.
|
|
|
·
|
Stock based compensation: The Company determined it had recorded excess stock based compensation expense due to a spreadsheet error.
|
|
(In thousands, except per share amounts)
|
|
Three Months Ended
March 29, 2009
|
|
|||||||||
|
|
As Previously Reported,
As Adjusted (1)
|
|
|
Restatement
Adjustments
|
|
|
As Restated
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|||
|
Systems
|
|
$
|
106,097
|
|
|
$
|
(2,144
|
)
|
|
$
|
103,953
|
|
|
Components
|
|
|
107,690
|
|
|
|
—
|
|
|
|
107,690
|
|
|
Total revenue
|
|
|
213,787
|
|
|
|
(2,144
|
)
|
|
|
211,643
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of systems revenue
|
|
|
88,351
|
|
|
|
6,973
|
|
|
|
95,324
|
|
|
Cost of components revenue
|
|
|
77,688
|
|
|
|
6,396
|
|
|
|
84,084
|
|
|
Research and development
|
|
|
7,964
|
|
|
|
(84
|
)
|
|
|
7,880
|
|
|
Selling, general and administrative
|
|
|
42,283
|
|
|
|
121
|
|
|
|
42,404
|
|
|
Total operating costs and expenses
|
|
|
216,286
|
|
|
|
13,406
|
|
|
|
229,692
|
|
|
Operating loss
|
|
|
(2,499
|
)
|
|
|
(15,550
|
)
|
|
|
(18,049
|
)
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
1,184
|
|
|
|
—
|
|
|
|
1,184
|
|
|
Interest expense
|
|
|
(6,271
|
)
|
|
|
—
|
|
|
|
(6,271
|
)
|
|
Other, net
|
|
|
(7,157
|
)
|
|
|
—
|
|
|
|
(7,157
|
)
|
|
Other income (expense), net
|
|
|
(12,244
|
)
|
|
|
—
|
|
|
|
(12,244
|
)
|
|
Loss before income taxes and equity in earnings of unconsolidated investees
|
|
|
(14,743
|
)
|
|
|
(15,550
|
)
|
|
|
(30,293
|
)
|
|
Benefit from income taxes
|
|
|
(8,562
|
)
|
|
|
(10,634
|
)
|
|
|
(19,196
|
)
|
|
Loss before equity in earnings of unconsolidated investees
|
|
|
(6,181
|
)
|
|
|
(4,916
|
)
|
|
|
(11,097
|
)
|
|
Equity in earnings of unconsolidated investees
|
|
|
1,245
|
|
|
|
—
|
|
|
|
1,245
|
|
|
Net loss
|
|
$
|
(4,936
|
)
|
|
$
|
(4,916
|
)
|
|
$
|
(9,852
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share of class A and class B common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.06
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.12
|
)
|
|
Diluted
|
|
$
|
(0.06
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
83,749
|
|
|
|
|
|
|
|
83,749
|
|
|
Diluted
|
|
|
83,749
|
|
|
|
|
|
|
|
83,749
|
|
|
(1)
|
As adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company’s convertible debt offerings in fiscal 2007 (see Note 1).
|
|
(In thousands)
|
|
Three Months Ended
March 29, 2009
|
|
|||||||||
|
|
|
As Previously Reported,
As Adjusted (1)
|
|
|
Restatement
Adjustments
|
|
|
As Restated
|
|
|||
|
Net loss
|
|
$
|
(4,936
|
)
|
|
$
|
(4,916
|
)
|
|
$
|
(9,852
|
)
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment
|
|
|
(16,608
|
)
|
|
|
—
|
|
|
|
(16,608
|
)
|
|
Unrealized gain on derivatives
|
|
|
25,566
|
|
|
|
—
|
|
|
|
25,566
|
|
|
Unrealized gain on investments
|
|
|
8
|
|
|
|
—
|
|
|
|
8
|
|
|
Estimated provision for income taxes
|
|
|
(3,032
|
) |
|
|
—
|
|
|
|
(3,032
|
) |
|
Net change in accumulated other comprehensive income (loss)
|
|
|
5,934
|
|
|
|
—
|
|
|
|
5,934
|
|
|
Total comprehensive income (loss)
|
|
$
|
998
|
|
|
$
|
(4,916
|
)
|
|
$
|
(3,918
|
)
|
|
(1)
|
As adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company’s convertible debt offerings in fiscal 2007 (see Note 1).
|
|
(In thousands)
|
|
Three Months Ended
March 29, 2009
|
|
|||||||||
|
|
As Previously Reported,
As Adjusted (1)
|
|
|
Restatement
Adjustments
|
|
|
As Restated
|
|
||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|||
|
Net loss
|
|
$
|
(4,936
|
)
|
|
$
|
(4,916
|
)
|
|
$
|
(9,852
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
9,483
|
|
|
|
(429
|
)
|
|
|
9,054
|
|
|
Depreciation
|
|
|
18,365
|
|
|
|
—
|
|
|
|
18,365
|
|
|
Amortization of other intangible assets
|
|
|
4,052
|
|
|
|
—
|
|
|
|
4,052
|
|
|
Impairment of investments and long-lived assets
|
|
|
1,318
|
|
|
|
—
|
|
|
|
1,318
|
|
|
Non-cash interest expense
|
|
|
5,171
|
|
|
|
—
|
|
|
|
5,171
|
|
|
Amortization of debt issuance costs
|
|
|
537
|
|
|
|
—
|
|
|
|
537
|
|
|
Equity in earnings of unconsolidated investees
|
|
|
(1,245
|
)
|
|
|
—
|
|
|
|
(1,245
|
)
|
|
Deferred income taxes and other tax liabilities
|
|
|
(6,369
|
)
|
|
|
(10,634
|
)
|
|
|
(17,003
|
)
|
|
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
40,931
|
|
|
|
—
|
|
|
|
40,931
|
|
|
Costs and estimated earnings in excess of billings
|
|
|
(3,797
|
)
|
|
|
619
|
|
|
|
(3,178
|
)
|
|
Inventories
|
|
|
(95,870
|
)
|
|
|
9,821
|
|
|
|
(86,049
|
)
|
|
Prepaid expenses and other assets
|
|
|
11,913
|
|
|
|
(242
|
)
|
|
|
11,671
|
|
|
Advances to suppliers
|
|
|
7,993
|
|
|
|
—
|
|
|
|
7,993
|
|
|
Accounts payable and other accrued liabilities
|
|
|
(27,199
|
)
|
|
|
2,401
|
|
|
|
(24,798
|
)
|
|
Billings in excess of costs and estimated earnings
|
|
|
(4,612
|
)
|
|
|
4,700
|
|
|
|
88
|
|
|
Customer advances
|
|
|
(8,860
|
)
|
|
|
(1,320
|
)
|
|
|
(10,180
|
)
|
|
Net cash used in operating activities
|
|
|
(53,125
|
)
|
|
|
—
|
|
|
|
(53,125
|
)
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in restricted cash and cash equivalents
|
|
|
(9,185
|
)
|
|
|
—
|
|
|
|
(9,185
|
)
|
|
Purchases of property, plant and equipment
|
|
|
(52,101
|
)
|
|
|
—
|
|
|
|
(52,101
|
)
|
|
Proceeds from sales or maturities of available-for-sale securities
|
|
|
18,177
|
|
|
|
—
|
|
|
|
18,177
|
|
|
Net cash used in investing activities
|
|
|
(43,109
|
)
|
|
|
—
|
|
|
|
(43,109
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt, net of issuance costs
|
|
|
51,232
|
|
|
|
—
|
|
|
|
51,232
|
|
|
Proceeds from exercise of stock options
|
|
|
396
|
|
|
|
—
|
|
|
|
396
|
|
|
Purchases of stock for tax withholding obligations on vested restricted stock
|
|
|
(2,359
|
)
|
|
|
—
|
|
|
|
(2,359
|
)
|
|
Net cash provided by financing activities
|
|
|
49,269
|
|
|
|
—
|
|
|
|
49,269
|
|
|
Effects of exchange rate changes on cash and equivalents
|
|
|
(6,256
|
)
|
|
|
—
|
|
|
|
(6,256
|
)
|
|
Net decrease in cash and cash equivalents
|
|
|
(53,221
|
)
|
|
|
—
|
|
|
|
(53,221
|
)
|
|
Cash and cash equivalents at beginning of period
|
|
|
202,331
|
|
|
|
—
|
|
|
|
202,331
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
149,110
|
|
|
$
|
—
|
|
|
$
|
149,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment included in accounts payable and other accrued liabilities
|
|
$
|
22,571
|
|
|
$
|
(3,791
|
)
|
|
$
|
18,780
|
|
|
Non-cash interest expense capitalized and added to the cost of qualified assets
|
|
|
2,073
|
|
|
|
—
|
|
|
|
2,073
|
|
|
(1)
|
As adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company’s convertible debt offerings in fiscal 2007 (see Note 1).
|
|
(In thousands)
|
|
Amount
|
|
|
|
Net tangible assets acquired
|
|
$
|
48,999
|
|
|
Project assets
|
|
98,784
|
|
|
|
Purchased technology
|
|
1,120
|
|
|
|
Goodwill
|
|
133,187
|
|
|
|
Total purchase consideration
|
|
$
|
282,090
|
|
|
(In thousands)
|
|
Amount
|
|
|
|
Cash and cash equivalents
|
|
$
|
9,391
|
|
|
Restricted cash and cash equivalents
|
|
46,917
|
|
|
|
Accounts receivable, net
|
|
5,891
|
|
|
|
Prepaid expenses and other assets
|
|
54,584
|
|
|
|
Assets held-for-sale
|
|
175,439
|
|
|
|
Property, plant and equipment, net
|
|
455
|
|
|
|
Total assets acquired
|
|
292,677
|
|
|
|
Accounts payable
|
|
(16,479
|
)
|
|
|
Other accrued expenses and liabilities
|
|
(52,984
|
)
|
|
|
Debt (see Note 12)
|
|
(174,215
|
)
|
|
|
Total liabilities assumed
|
|
(243,678
|
)
|
|
|
Net assets acquired
|
|
$
|
48,999
|
|
|
(In thousands, except per share amounts)
|
|
Three Months Ended
|
|
|||||
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
|||
|
Revenue
|
|
$
|
351,046
|
|
$
|
211,643
|
||
|
Net loss
|
|
|
(1,129
|
)
|
|
|
(12,177
|
)
|
|
Basic and diluted net loss per share
|
|
|
(0.01
|
)
|
|
|
(0.15
|
)
|
|
(In thousands)
|
|
Systems
|
|
|
Components
|
|
|
Total
|
|
|||
|
As of January 3, 2010
|
|
$
|
182,382
|
|
|
$
|
15,781
|
|
|
$
|
198,163
|
|
|
Goodwill arising from business combination
|
|
|
133,187
|
|
|
|
—
|
|
|
|
133,187
|
|
|
Translation adjustment
|
|
|
—
|
|
|
|
(504
|
)
|
|
|
(504
|
)
|
|
As of April 4, 2010
|
|
$
|
315,569
|
|
|
$
|
15,277
|
|
|
$
|
330,846
|
|
|
(In thousands)
|
|
Gross
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|||
|
As of April 4, 2010
|
|
|
|
|
|
|
|
|
|
|||
|
Patents and purchased technology
|
|
$
|
52,518
|
|
|
$
|
(44,693
|
)
|
|
$
|
7,825
|
|
|
Purchased in-process research and development
|
|
|
1,000
|
|
|
|
—
|
|
|
|
1,000
|
|
|
Trade names
|
|
|
2,605
|
|
|
|
(2,315
|
)
|
|
|
290
|
|
|
Customer relationships and other
|
|
|
28,574
|
|
|
|
(16,363
|
)
|
|
|
12,211
|
|
|
|
$
|
84,697
|
|
|
$
|
(63,371
|
)
|
|
$
|
21,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 3, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents and purchased technology
|
|
$
|
51,398
|
|
|
$
|
(42,014
|
)
|
|
$
|
9,384
|
|
|
Purchased in-process research and development
|
1,000
|
—
|
1,000
|
|||||||||
|
Trade names
|
|
|
2,623
|
|
|
|
(2,212
|
)
|
|
|
411
|
|
|
Customer relationships and other
|
|
|
28,616
|
|
|
|
(14,437
|
)
|
|
|
14,179
|
|
|
|
|
$
|
83,637
|
|
|
$
|
(58,663
|
)
|
|
$
|
24,974
|
|
|
Year
|
|
Amount
|
|
|
|
2010 (remaining nine months)
|
|
$
|
10,829
|
|
|
2011
|
|
|
5,562
|
|
|
2012
|
|
|
4,335
|
|
|
2013
|
|
|
330
|
|
|
2014
|
|
|
225
|
|
|
Thereafter
|
|
|
45
|
|
|
|
$
|
21,326
|
|
|
|
|
April 4,
2010
|
|
|
January 3,
2010
|
|
|||
|
(In thousands)
|
|
|
|
|
||||
|
Accounts receivable, net:
|
|
|
|
|
|
|
||
|
Accounts receivable, gross
|
|
$
|
225,900
|
|
|
$
|
253,039
|
|
|
Less: allowance for doubtful accounts
|
|
|
(2,842
|
)
|
|
|
(2,298
|
)
|
|
Less: allowance for sales returns
|
|
|
(1,418
|
)
|
|
|
(1,908
|
)
|
|
|
$
|
221,640
|
|
|
$
|
248,833
|
|
|
|
Inventories:
|
|
|
|
|
|
|
||
|
Raw materials
|
|
$
|
61,645
|
|
|
$
|
76,423
|
|
|
Work-in-process
|
|
|
33,463
|
|
|
|
20,777
|
|
|
Finished goods
|
|
|
157,073
|
|
|
|
105,101
|
|
|
|
$
|
252,181
|
|
|
$
|
202,301
|
|
|
|
Costs and estimated earnings in excess of billings on contracts in progress
|
|
$
|
30,309
|
|
|
$
|
26,062
|
|
|
Billings in excess of costs and estimated earnings on contracts in progress
|
|
|
(28,584
|
)
|
|
|
(17,346
|
)
|
|
|
$
|
1,725
|
|
$
|
8,716
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Contracts in progress at year end:
|
|
|
|
|
|
|
|
|
|
Costs incurred to date
|
|
$
|
1,051,491
|
|
|
$
|
1,473,464
|
|
|
Estimated earnings to date
|
|
|
309,940
|
|
|
|
314,892
|
|
|
Contract revenue earned to date
|
|
|
1,361,431
|
|
|
|
1,788,356
|
|
|
Less: Billings to date, including earned incentive rebates
|
|
|
(1,359,706
|
)
|
|
|
(1,779,640
|
)
|
|
|
$
|
1,725
|
|
$
|
8,716
|
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
||
|
VAT receivables, current portion
|
|
$
|
38,728
|
|
|
$
|
27,054
|
|
|
Short-term deferred tax assets
|
|
|
5,920
|
|
|
|
5,920
|
|
|
Foreign currency derivatives
|
|
|
30,024
|
|
|
|
5,000
|
|
|
Income tax receivable
|
|
|
41,102
|
|
|
|
3,171
|
|
|
Other receivables (1)
|
|
|
42,885
|
|
|
|
43,531
|
|
|
Other prepaid expenses
|
|
|
35,289
|
|
|
|
19,855
|
|
|
|
$
|
193,948
|
|
|
$
|
104,531
|
|
|
|
Other long-term assets:
|
|
|
|
|
|
|
||
|
Investments in joint ventures
|
|
$
|
42,938
|
|
|
$
|
39,820
|
|
|
Bond hedge derivative
|
70,842
|
—
|
||||||
|
Non-current tax receivable
|
|
|
32,178
|
|
|
|
—
|
|
|
Note receivable (2)
|
|
|
10,000
|
|
|
|
10,000
|
|
|
Investments in non-public companies
|
|
|
6,178
|
|
|
|
4,560
|
|
|
VAT receivables, net of current portion
|
|
|
6,941
|
|
|
|
7,357
|
|
|
Long-term debt issuance costs
|
|
|
11,601
|
|
|
|
6,942
|
|
|
Other
|
|
|
10,698
|
|
|
|
14,064
|
|
|
|
$
|
191,376
|
|
|
$
|
82,743
|
|
|
|
|
April 4,
2010
|
|
|
January 3,
2010
|
|
|||
|
(In thousands)
|
|
|
|
|
|
|||
|
Accrued liabilities:
|
|
|
|
|
|
|
||
|
VAT payables
|
|
$
|
10,197
|
|
|
$
|
15,219
|
|
|
Short-term deferred tax liability
|
|
|
459
|
|
|
|
459
|
|
|
Foreign currency derivatives
|
|
|
7,942
|
|
|
|
27,354
|
|
|
Interest rate swaps derivatives
|
|
|
7,394
|
|
|
|
—
|
|
|
Short-term warranty reserves
|
|
|
8,765
|
|
|
|
9,693
|
|
|
Employee compensation and employee benefits
|
|
|
22,609
|
|
|
|
18,161
|
|
|
Other
|
|
|
58,242
|
|
|
|
43,122
|
|
|
|
$
|
115,608
|
|
|
$
|
114,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
Embedded conversion option and over-allotment option derivatives
|
$
|
72,068
|
$
|
—
|
||||
|
Warrants derivatives
|
60,698
|
—
|
||||||
|
Long-term warranty reserves
|
|
|
40,659
|
|
|
|
36,782
|
|
|
Non-current tax liability
|
|
|
34,157
|
|
|
|
—
|
|
|
Uncertain tax positions
|
|
|
14,975
|
|
|
|
14,478
|
|
|
Other
|
|
|
20,452
|
|
|
|
18,785
|
|
|
|
$
|
243,009
|
|
|
$
|
70,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
Cumulative translation adjustment
|
|
$
|
(3,693
|
)
|
|
$
|
(3,864
|
)
|
|
Net unrealized income (loss) on derivatives and investments, net of tax provision of $3.0 million and $2.3 million as of April 4, 2010 and January 3, 2010, respectively
|
|
9,543
|
|
(13,493
|
)
|
|||
|
|
$
|
5,850
|
|
$
|
(17,357
|
)
|
||
|
|
|
April 4,
2010
|
|
|
January 3,
2010
|
|
||
|
(In thousands)
|
|
|
|
|
|
|||
|
Land and buildings
|
|
$
|
15,400
|
|
|
$
|
17,409
|
|
|
Leasehold improvements
|
|
|
201,414
|
|
|
|
197,524
|
|
|
Manufacturing equipment (1)
|
|
|
549,530
|
|
|
|
547,968
|
|
|
Computer equipment
|
|
|
37,132
|
|
|
|
34,835
|
|
|
Solar power systems
|
|
|
8,973
|
|
|
|
8,708
|
|
|
Furniture and fixtures
|
|
|
4,795
|
|
|
|
4,540
|
|
|
Construction-in-process (2)
|
|
|
98,321
|
|
|
|
57,305
|
|
|
|
|
|
915,565
|
|
|
|
868,289
|
|
|
Less: accumulated depreciation (3)
|
|
|
(211,016
|
)
|
|
|
(185,945
|
)
|
|
|
$
|
704,549
|
|
|
$
|
682,344
|
|
|
|
(1)
|
Certain manufacturing equipment associated with solar cell manufacturing lines located at one of the Company’s facilities in the Philippines is collateralized in favor of a third party lender. The Company provided security for advance payments received from a third party in fiscal 2008 totaling $40.0 million in the form of collateralized manufacturing equipment with a net book value of $33.9 million and $35.8 million as of April 4, 2010 and January 3, 2010, respectively (see Note 9).
|
|
(2)
|
Non-cash interest expense of $0.5 million and $2.1 million was capitalized in the three months ended April 4, 2010 and March 29, 2009, respectively. Cash interest expense of $0.4 million was capitalized in each of the three months ended April 4, 2010 and March 29, 2009.
|
|
(3)
|
Total depreciation expense was $24.7 million and $18.4 million in the three months ended April 4, 2010 and March 29, 2009, respectively.
|
|
|
April 4, 2010
|
|
||||||||||||||
|
(In thousands)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Money market funds
|
|
$
|
513,911
|
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
514,083
|
|
|
Bank notes
|
|
|
—
|
|
|
|
54,889
|
|
|
|
—
|
|
|
|
54,889
|
|
|
|
$
|
513,911
|
|
|
$
|
54,889
|
|
|
$
|
172
|
|
|
$
|
568,972
|
|
|
|
|
January 3, 2010
|
|
||||||||||||||
|
(In thousands)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Money market funds
|
|
$
|
418,372
|
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
418,544
|
|
|
Bank notes
|
|
|
—
|
|
|
|
101,085
|
|
|
|
—
|
|
|
|
101,085
|
|
|
|
$
|
418,372
|
|
|
$
|
101,085
|
|
|
$
|
172
|
|
|
$
|
519,629
|
|
|
|
|
|
April 4, 2010
|
|
|
January 3, 2010
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
||||||||||||||
|
(In thousands)
|
|
Cost
|
|
|
Gross Gains
|
|
|
Gross Losses
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Gross Gains
|
|
|
Gross Losses
|
|
|
Fair Value
|
|
||||||||
|
Money market funds
|
|
$
|
514,083
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
514,083
|
|
|
$
|
418,544
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
418,544
|
|
|
Bank notes
|
|
|
54,889
|
|
|
|
—
|
|
|
|
—
|
|
|
|
54,889
|
|
|
|
101,085
|
|
|
|
—
|
|
|
|
—
|
|
|
|
101,085
|
|
|
|
|
$
|
568,972
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
568,972
|
|
|
$
|
519,629
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
519,629
|
|
|
|
|
|
April 4, 2010
|
|
|
January 3, 2010
|
|
||||||||||||||||||
|
(In thousands)
|
|
Available-For- Sale
|
Cash Deposits
|
Total
|
Available-For- Sale
|
Cash Deposits
|
Total
|
|
||||||||||||||||
|
Cash and cash equivalents
|
|
$
|
362,526
|
|
|
$
|
136,628
|
|
|
$
|
499,154
|
|
|
$
|
325,906
|
|
|
$
|
289,973
|
|
|
$
|
615,879
|
|
|
Short-term restricted cash (1)
|
|
|
61,641
|
|
|
|
47,448
|
|
|
|
109,089
|
|
|
|
61,868
|
|
|
|
—
|
|
|
|
61,868
|
|
|
Short-term investments
|
|
|
172
|
|
|
|
—
|
|
|
|
172
|
|
|
|
172
|
|
|
|
—
|
|
|
|
172
|
|
|
Long-term restricted cash (1, 2)
|
|
|
144,633
|
|
|
|
123,570
|
|
|
|
268,203
|
|
|
|
131,683
|
|
|
|
117,107
|
|
|
|
248,790
|
|
|
Long-term investments
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
$
|
568,972
|
|
|
$
|
307,646
|
|
|
$
|
876,618
|
|
|
$
|
519,629
|
|
|
$
|
407,080
|
|
|
$
|
926,709
|
|
|
(1)
|
Includes cash collateralized bank standby letters of credit the Company provided to support advance payments received from customers as well as cash obtained under loans acquired between SunRay and multiple banks required for pre-construction costs in Greece and Italy.
|
|
(2)
|
Includes cash obtained under the Company’s facility agreement with the Malaysian Government to finance the construction of its third solar cell manufacturing facility (“FAB3”) in Malaysia and cash held in an escrow account in support for advance payments.
|
|
(In thousands)
|
|
April 4,
2010
|
|
|
January 3,
2010
|
|
||
|
Due in less than one year
|
|
$
|
568,972
|
|
|
$
|
519,629
|
|
|
|
|
Common and Preferred Stock
|
|
|||||
|
(In thousands)
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
Balance at the beginning of the period
|
|
$
|
44,380
|
|
|
$
|
32,066
|
|
|
Additional investments
|
|
|
1,618
|
|
|
|
—
|
|
|
Equity in earnings of unconsolidated investees
|
|
|
3,118
|
|
|
|
1,245
|
|
|
Balance at the end of the period
|
|
$
|
49,116
|
|
|
$
|
33,311
|
|
|
Year
|
|
Amount
|
|
|
|
2010 (remaining nine months)
|
|
$
|
198,581
|
|
|
2011
|
|
|
129,564
|
|
|
2012
|
|
|
72,694
|
|
|
|
|
$
|
400,839
|
|
|
Year
|
|
Amount
|
|
|
|
2010 (remaining nine months)
|
|
$
|
15,489
|
|
|
2011
|
|
|
11,367
|
|
|
2012
|
|
|
8,000
|
|
|
2013
|
|
|
8,000
|
|
|
2014
|
|
|
8,000
|
|
|
Thereafter
|
|
|
40,000
|
|
|
|
|
$
|
90,856
|
|
|
Year
|
|
Amount
|
|
|
|
2010 (remaining nine months)
|
|
$
|
7,173
|
|
|
2011
|
|
|
6,950
|
|
|
2012
|
|
|
5,761
|
|
|
2013
|
|
|
5,110
|
|
|
2014
|
|
|
4,423
|
|
|
Thereafter
|
|
|
20,261
|
|
|
|
|
$
|
49,678
|
|
|
Year
|
|
Amount
|
|
|
|
2010(remaining nine months)
|
|
$
|
860,583
|
|
|
2011
|
|
|
721,370
|
|
|
2012
|
|
|
676,576
|
|
|
2013
|
|
|
669,304
|
|
|
2014
|
|
|
841,694
|
|
|
Thereafter
|
|
|
2,797,930
|
|
|
|
|
$
|
6,567,457
|
|
|
(In thousands)
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
Balance at the beginning of the period
|
|
$
|
46,475
|
|
|
$
|
28,062
|
|
|
Accruals for warranties issued during the period
|
|
|
4,093
|
|
|
|
3,677
|
|
|
Settlements made during the period
|
|
|
(1,144
|
)
|
|
|
(1,173
|
)
|
|
Balance at the end of the period
|
|
$
|
49,424
|
|
|
$
|
30,566
|
|
|
|
·
|
determination of a VIE’s primary beneficiary using a qualitative approach based on:
|
|
|
·
|
ongoing evaluation of a VIE’s primary beneficiary; and
|
|
|
·
|
disclosures about the Company’s involvement with a VIE.
|
|
Statement of Operations
|
|
|||||||
|
(In thousands)
|
|
Three Months Ended
April 4,
2010
|
|
|
Three Months Ended
March 29,
2009
|
|
||
|
Revenues
|
|
$
|
27,591
|
|
|
$
|
23,475
|
|
|
Cost of sales
|
|
|
13,468
|
|
|
|
8,355
|
|
|
Gross profit
|
|
|
14,123
|
|
|
|
15,120
|
|
|
Operating income
|
|
|
13,070
|
|
|
|
14,116
|
|
|
Net income
|
|
|
11,851
|
|
|
|
8,628
|
|
|
|
|
|
|
|
Payment Due by Period
|
|
||||||||||||||||||||||
|
(In thousands)
|
|
Face Value
|
|
|
2010
(remaining
nine months)
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
Beyond
2014
|
|
|||||||
|
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
4.50% debentures
|
|
$
|
220,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
220,000
|
|
|
4.75% debentures
|
|
230,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230,000
|
|
|
—
|
|
|||||||
|
1.25% debentures
|
|
|
198,608
|
|
|
|
—
|
|
|
|
—
|
|
|
|
198,608
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
0.75% debentures
|
|
|
143,883
|
|
|
|
143,883
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Debt facility agreement
|
|
|
230,054
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
230,054
|
|
|
Cassiopea project loan
|
|
|
142,693
|
|
|
|
244
|
|
|
|
3,672
|
|
|
|
3,980
|
|
|
|
18,861
|
|
|
|
5,341
|
|
|
|
110,595
|
|
|
Piraeus Bank loan
|
|
|
36,145
|
|
|
|
36,145
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Term loan
|
|
|
30,000
|
|
|
|
11,250
|
|
|
|
15,000
|
|
|
|
3,750
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
$
|
1,231,383
|
|
|
$
|
191,522
|
|
|
$
|
18,672
|
|
|
$
|
206,338
|
|
|
$
|
18,861
|
|
|
$
|
235,341
|
|
|
$
|
560,649
|
|
|
|
|
April 4, 2010
|
|
|
January 3, 2010
|
|
||||||||||||||||||
|
(In thousands)
|
|
Carrying Value
|
|
|
Face Value
|
|
|
Fair Value (1)
|
|
|
Carrying Value
|
|
|
Face Value
|
|
|
Fair Value (1)
|
|
||||||
|
4.50% debentures
|
|
$
|
148,330
|
|
|
$
|
220,000
|
|
|
$
|
222,875
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
4.75% debentures
|
|
230,000
|
|
|
230,000
|
|
|
225,400
|
|
|
230,000
|
|
|
230,000
|
|
|
270,250
|
|
||||||
|
1.25% debentures
|
|
|
171,848
|
|
|
|
198,608
|
|
|
|
180,237
|
|
|
|
168,606
|
|
|
|
198,608
|
|
|
|
172,789
|
|
|
0.75% debentures
|
|
|
140,484
|
|
|
|
143,883
|
|
|
|
142,984
|
|
|
|
137,968
|
|
|
|
143,883
|
|
|
|
139,746
|
|
|
|
|
$
|
690,662
|
|
|
$
|
792,491
|
|
|
$
|
771,496
|
|
|
$
|
536,574
|
|
|
$
|
572,491
|
|
|
$
|
582,785
|
|
|
(1)
|
The fair value of the convertible debt was determined based on quoted market prices as reported by an independent pricing source.
|
|
|
|
Debt Discount
|
|
|
|
2010 (remaining nine months)
|
|
$
|
8,706
|
|
|
2011
|
|
|
11,970
|
|
|
2012
|
|
|
13,663
|
|
|
2013
|
|
|
15,595
|
|
|
2014
|
|
|
17,800
|
|
|
Thereafter
|
|
|
3,936
|
|
|
|
$
|
71,670
|
|
|
|
|
|
Debt Discount
|
|
|
|
2010 (remaining nine months)
|
|
$
|
13,574
|
|
|
2011
|
|
|
14,687
|
|
|
2012
|
|
|
1,898
|
|
|
|
$
|
30,159
|
|
|
|
|
|
Issuance Costs
|
|
|
|
2010 (remaining nine months)
|
|
$
|
323
|
|
|
2011
|
|
|
362
|
|
|
2012
|
|
|
45
|
|
|
|
$
|
730
|
|
|
|
|
|
Three Months Ended
|
|
|||||
|
(In thousands)
|
|
April 4,
2010
|
|
|
March 29,
2009
(As Restated)
|
|
||
|
Net income (loss)
|
|
$
|
12,573
|
|
$
|
(9,852
|
)
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||
|
Translation adjustment
|
|
|
171
|
|
|
(16,608
|
)
|
|
|
Unrealized gain on derivatives
|
|
|
26,064
|
|
|
|
25,566
|
|
|
Unrealized gain on investments
|
|
|
—
|
|
|
|
8
|
|
|
Estimated provision for income taxes
|
|
|
(3,028
|
)
|
|
|
(3,032
|
) |
|
Net change in accumulated other comprehensive income (loss)
|
|
|
23,207
|
|
|
|
5,934
|
|
|
Total comprehensive income (loss)
|
|
$
|
35,780
|
|
|
$
|
(3,918
|
)
|
|
(In thousands)
|
Balance Sheet Classification
|
|
April 4,
2010
|
January 3,
2010
|
|
|||||
|
Assets
|
Prepaid expenses and other current assets
|
|
|
|
|
|
|
|||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|||
|
Foreign currency option contracts
|
|
$
|
19,659
|
|
|
$
|
—
|
|||
|
Foreign currency forward exchange contracts
|
|
|
598
|
|
|
—
|
||||
|
|
$
|
20,257
|
|
$
|
—
|
|||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|||
|
Foreign currency option contracts
|
|
$
|
3,785
|
|
|
$
|
4,936
|
|||
|
Foreign currency forward exchange contracts
|
|
|
5,982
|
|
|
64
|
||||
|
|
$
|
9,767
|
|
$
|
5,000
|
|||||
|
Liabilities
|
Accrued liabilities
|
|
|
|
|
|
|
|||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency option contracts
|
|
$
|
3,484
|
|
|
$
|
—
|
|||
|
Foreign currency forward exchange contracts
|
|
|
186
|
|
|
—
|
||||
|
|
$
|
3,670
|
|
$
|
—
|
|||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency option contracts
|
|
$
|
3,785
|
|
|
$
|
—
|
|||
|
Foreign currency forward exchange contracts
|
|
|
487
|
|
|
27,354
|
||||
|
|
$
|
4,272
|
|
$
|
27,354
|
|||||
|
|
|
Unrealized Gain (Loss)
Recognized in OCI
(Effective Portion)
|
|
|||||
|
(In thousands)
|
|
As of
April 4,
2010
|
As of
January 3,
2010
|
|
||||
|
Derivatives designated as cash flow hedges:
|
|
$
|
17,622
|
|
$
|
(41,902
|
)
|
|
|
|
|
Three Months Ended
|
|
|||||||||||||
|
|
|
Gain (Loss) Reclassified
from OCI to Revenue
(Effective Portion)
|
|
|
Gain (Loss) Recognized
in Other, Net on Derivatives
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
|
||||||||||
|
(In thousands)
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||||
|
Derivatives designated as cash flow hedges:
|
|
$
|
4,110
|
|
$
|
—
|
|
$
|
(2,002
|
)
|
|
$
|
—
|
|||
|
|
|
Three Months Ended
|
|
|||||||||||||
|
|
|
Gain (Loss) Reclassified
from OCI to Cost of Revenue
(Effective Portion)
|
|
|
Gain (Loss) Recognized
in Other, Net on Derivatives
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
|
||||||||||
|
(In thousands)
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||||
|
Derivatives designated as cash flow hedges:
|
|
$
|
(12,478
|
)
|
|
$
|
(125
|
)
|
|
$
|
—
|
|
$
|
(1,963
|
)
|
|
|
(In thousands)
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
Derivatives not designated as hedging instruments:
|
|
$
|
15,390
|
|
$
|
(1,838
|
)
|
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
Stock options
|
|
|
394
|
|
|
|
2,089
|
|
|
Restricted stock units
|
|
|
1,061
|
|
|
|
332
|
|
|
|
Three Months Ended
|
|||||||
|
(In thousands, except per share amounts)
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
12,573
|
|
$
|
(9,852
|
)
|
|
|
Less: undistributed earnings allocated to unvested restricted stock awards (1)
|
|
|
(30
|
)
|
|
|
—
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
12,543
|
|
$
|
(9,852
|
)
|
|
|
|
|
|
|
|
|
|
||
|
Basic weighted-average common shares
|
|
|
95,154
|
|
|
|
83,749
|
|
|
|
|
|
|
|
|
|
||
|
Basic net income (loss) per share
|
|
$
|
0.13
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
|
||
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
12,573
|
|
$
|
(9,852
|
)
|
|
|
Less: undistributed earnings allocated to unvested restricted stock awards (1)
|
|
|
(29
|
)
|
|
|
—
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
12,544
|
|
$
|
(9,852
|
)
|
|
|
|
|
|
|
|
|
|
||
|
Basic weighted-average common shares
|
|
|
95,154
|
|
|
|
83,749
|
|
|
Effect of dilutive securities:
|
||||||||
|
Stock options
|
1,214
|
—
|
||||||
|
Restricted stock units
|
104
|
—
|
||||||
|
Diluted weighted-average common shares
|
|
|
96,472
|
|
|
|
83,749
|
|
|
|
|
|
|
|
|
|
||
|
Diluted net income (loss) per share
|
|
$
|
0.13
|
|
$
|
(0.12
|
)
|
|
|
|
|
Three Months Ended
|
|
|||||
|
(In thousands)
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
Cost of systems revenue
|
|
$
|
602
|
|
|
$
|
298
|
|
|
Cost of components revenue
|
|
|
2,080
|
|
|
|
598
|
|
|
Research and development
|
|
|
1,683
|
|
|
|
1,347
|
|
|
Sales, general and administrative
|
|
|
6,443
|
|
|
|
6,811
|
|
|
Total stock-based compensation expense
|
|
$
|
10,808
|
|
|
$
|
9,054
|
|
|
|
|
Three Months Ended
|
|
|||||
|
(In thousands)
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
Employee stock options
|
|
$
|
877
|
|
|
$
|
1,028
|
|
|
Restricted stock awards and units
|
|
|
10,815
|
|
|
|
10,084
|
|
|
Shares and options released from re-vesting restrictions
|
|
|
—
|
|
|
|
168
|
|
|
Change in stock-based compensation capitalized in inventory
|
|
|
(884
|
)
|
|
|
(2,226
|
)
|
|
Total stock-based compensation expense
|
|
$
|
10,808
|
|
|
$
|
9,054
|
|
|
|
Three Months Ended
|
|
||||||
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
|||
|
Revenue by geography (as a percentage of total revenue):
|
|
|
|
|
|
|
||
|
United States
|
|
|
30
|
%
|
|
|
61
|
%
|
|
Europe:
|
|
|
|
|
|
|
||
|
Italy
|
|
|
18
|
|
|
|
15
|
|
|
Germany
|
|
|
18
|
|
|
|
11
|
|
|
France
|
|
|
11
|
|
|
|
—
|
|
|
Other
|
|
|
13
|
|
|
|
9
|
|
|
Rest of world
|
|
|
10
|
|
|
|
4
|
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
Revenue by segment (in thousands):
|
|
|
|
|
|
|
|
|
|
Systems (on a non-GAAP and GAAP basis)
|
|
$
|
64,581
|
|
|
$
|
103,953
|
|
|
Components (on a non-GAAP and GAAP basis)
|
|
$
|
282,693
|
|
|
$
|
107,690
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue by segment (in thousands):
|
|
|
|
|
|
|
|
|
|
Systems (on a non-GAAP basis)
|
|
$
|
59,224
|
|
|
$
|
92,955
|
|
|
Amortization of intangible assets
|
|
|
1,846
|
|
|
|
1,841
|
|
|
Stock-based compensation expense
|
|
|
602
|
|
|
|
298
|
|
|
Non-cash interest expense
|
|
|
69
|
|
|
|
230
|
|
|
Systems (on a GAAP basis)
|
|
$
|
61,741
|
|
|
$
|
95,324
|
|
|
|
|
|
|
|
|
|
|
|
|
Components (on a non-GAAP basis)
|
|
$
|
209,909
|
|
|
$
|
82,264
|
|
|
Amortization of intangible assets
|
|
|
967
|
|
|
|
952
|
|
|
Stock-based compensation expense
|
|
|
2,080
|
|
|
|
598
|
|
|
Non-cash interest expense
|
|
|
834
|
|
|
|
270
|
|
|
Components (on a GAAP basis)
|
|
$
|
213,790
|
|
|
$
|
84,084
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin by segment:
|
|
|
|
|
|
|
|
|
|
Systems (on a non-GAAP basis)
|
|
|
8
|
%
|
|
|
11
|
%
|
|
Systems (on a GAAP basis)
|
|
|
4
|
%
|
|
|
8
|
%
|
|
Components (on a non-GAAP basis)
|
|
|
26
|
%
|
|
|
24
|
%
|
|
Components (on a GAAP basis)
|
|
|
24
|
%
|
|
|
22
|
%
|
|
|
|
|
Three Months Ended
|
||||||
|
(As a percentage of total revenue)
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
Significant Customers
|
Business Segment
|
|
|
|
|
|
|
||
|
Florida Power & Light Company (“FPL”)
|
Systems
|
|
|
*
|
|
|
|
26%
|
|
|
*
|
denotes less than 10% during the period
|
|
It
em 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
•
|
superior performance, including the ability to generate up to 50% more power per unit area than conventional solar cells;
|
|
|
•
|
superior aesthetics, with our uniformly black surface design that eliminates highly visible reflective grid lines and metal interconnect ribbons;
|
|
|
•
|
more KWac per pound can be transported using less packaging, resulting in lower distribution costs; and
|
|
|
•
|
more efficient use of silicon, a key raw material used in the manufacture of solar cells.
|
|
|
•
|
superior performance delivered by maximizing energy delivery and financial return through systems technology design;
|
|
|
•
|
superior customer service and systems performance delivered using best-in-class monitoring, reporting and maintenance management systems;
|
|
|
•
|
superior systems design to meet customer needs and reduce cost, including non-penetrating, fast roof installation technologies; and
|
|
|
•
|
superior channel breadth and delivery capability including turnkey systems.
|
|
|
|
Three Months Ended
|
|
|||||
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
(In thousands)
|
|
(As Restated)
|
|
|||||
|
Systems revenue
|
|
$
|
64,581
|
|
|
$
|
103,953
|
|
|
Components revenue
|
|
|
282,693
|
|
|
|
107,690
|
|
|
Total revenue
|
|
$
|
347,274
|
|
|
$
|
211,643
|
|
|
|
|
|
Three Months Ended
|
|
|||||
|
(As a percentage of total revenue)
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
Significant Customers:
|
Business Segment
|
|
|
|
|
|
|
||
|
FPL
|
Systems
|
|
|
*
|
|
|
26
|
%
|
|
|
|
*
|
denotes less than 10% during the period
|
|
|
|
Three Months Ended
|
|
|||||||||||||||||||||
|
|
|
Systems
|
|
|
Components
|
|
|
Consolidated
|
|
|||||||||||||||
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||||||
|
(Dollars in thousands)
|
|
|
|
(As Restated)
|
|
|
|
|
(As Restated)
|
|
|
|
|
(As Restated)
|
|
|||||||||
|
Amortization of other intangible assets
|
|
$
|
1,846
|
|
|
$
|
1,841
|
|
|
$
|
967
|
|
|
$
|
952
|
|
|
$
|
2,813
|
|
|
$
|
2,793
|
|
|
Stock-based compensation
|
|
|
602
|
|
|
|
298
|
|
|
|
2,080
|
|
|
|
598
|
|
|
|
2,682
|
|
|
|
896
|
|
|
Non-cash interest expense
|
|
|
69
|
|
|
|
230
|
|
|
|
834
|
|
|
|
270
|
|
|
|
903
|
|
|
|
500
|
|
|
Materials and other cost of revenue
|
|
|
59,224
|
|
|
|
92,955
|
|
|
|
209,909
|
|
|
|
82,264
|
|
|
|
269,133
|
|
|
|
175,219
|
|
|
Total cost of revenue
|
|
$
|
61,741
|
|
|
$
|
95,324
|
|
|
$
|
213,790
|
|
|
$
|
84,084
|
|
|
$
|
275,531
|
|
|
$
|
179,408
|
|
|
Total cost of revenue as a percentage of revenue
|
|
|
96
|
%
|
|
|
92
|
%
|
|
|
76
|
%
|
|
|
78
|
%
|
|
|
79
|
%
|
|
|
85
|
%
|
|
Total gross margin percentage
|
|
|
4
|
%
|
|
|
8
|
%
|
|
|
24
|
%
|
|
|
22
|
%
|
|
|
21
|
%
|
|
|
15
|
%
|
|
|
|
Three Months Ended
|
|
|||||
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
(Dollars in thousands)
|
|
|
(As Restated)
|
|
||||
|
Stock-based compensation
|
|
$
|
1,682
|
|
|
$
|
1,347
|
|
|
Other research and development
|
|
|
8,725
|
|
|
|
6,533
|
|
|
Total research and development
|
|
$
|
10,407
|
|
|
$
|
7,880
|
|
|
Total research and development as a percentage of revenue
|
|
|
3
|
%
|
|
|
4
|
%
|
|
|
|
Three Months Ended
|
|
|||||
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
(Dollars in thousands)
|
|
|
|
(As Restated)
|
|
|||
|
Amortization of other intangible assets
|
|
$
|
1,946
|
|
|
$
|
1,259
|
|
|
Stock-based compensation
|
|
|
6,443
|
|
|
|
6,811
|
|
|
Other sales, general and administrative
|
|
|
55,891
|
|
|
|
34,334
|
|
|
Total sales, general and administrative
|
|
$
|
64,280
|
|
|
$
|
42,404
|
|
|
Total sales, general and administrative as a percentage of revenue
|
|
|
19
|
%
|
|
|
20
|
%
|
|
|
|
Three Months Ended
|
|
|||||
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
(Dollars in thousands)
|
|
|
|
|
|
|||
|
Interest income
|
|
$
|
273
|
|
|
$
|
1,184
|
|
|
Total interest income as a percentage of revenue
|
|
|
—
|
%
|
|
|
1
|
%
|
|
Non-cash interest expense
|
|
$
|
(5,487
|
)
|
|
$
|
(4,671
|
)
|
|
Other interest expense
|
|
|
(5,453
|
)
|
|
|
(1,600
|
)
|
|
Total interest expense
|
|
$
|
(10,940
|
)
|
|
$
|
(6,271
|
)
|
|
Total interest expense as a percentage of revenue
|
|
|
3
|
%
|
|
|
3
|
%
|
|
Loss on mark-to-market derivatives
|
|
$
|
(2,218
|
)
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
|
(5,591
|
)
|
|
|
(7,157
|
)
|
|
Other, net
|
|
$
|
(7,809
|
)
|
|
$
|
(7,157
|
)
|
|
Total other, net as a percentage of revenue
|
|
|
2
|
%
|
|
|
3
|
%
|
|
|
|
Three Months Ended
|
|
|||||
|
(In thousands)
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
Gain (loss) on derivatives and foreign exchange
|
|
$
|
(7,058
|
)
|
|
$
|
(5,778
|
)
|
|
Loss on mark-to-market derivatives
|
|
|
(2,218
|
)
|
|
|
—
|
|
|
Gain on sale of investments
|
|
|
1,572
|
|
|
—
|
||
|
Impairment of investments
|
|
|
—
|
|
|
(1,318
|
)
|
|
|
Other income (expense), net
|
|
|
(105
|
)
|
|
|
(61
|
)
|
|
Total other, net
|
|
$
|
(7,809
|
)
|
|
$
|
(7,157
|
)
|
|
|
|
Three Months Ended
|
|
|||||
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
(Dollars in thousands)
|
|
|
|
(As Restated)
|
|
|||
|
Benefit from income taxes
|
|
$
|
(30,875
|
)
|
|
$
|
(19,196
|
)
|
|
Total benefit from income taxes as a percentage of revenue
|
|
|
9
|
%
|
|
|
9
|
%
|
|
|
|
Three Months Ended
|
|
|||||
|
(Dollars in thousands)
|
|
April 4,
2010
|
March 29,
2009
|
|
||||
|
Equity in earnings of unconsolidated investees
|
|
$
|
3,118
|
|
|
$
|
1,245
|
|
|
As a percentage of revenue
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
|
Three Months Ended
|
|
|||||
|
|
|
April 4,
2010
|
|
|
March 29,
2009
|
|
||
|
(In thousands)
|
|
|
|
(As Restated)
|
|
|||
|
Net cash provided by (used in) operating activities
|
|
$
|
18,901
|
|
$
|
(53,125
|
)
|
|
|
Net cash used in investing activities
|
|
|
(333,245
|
)
|
|
|
(43,109
|
)
|
|
Net cash provided by financing activities
|
|
|
203,180
|
|
|
|
49,269
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
||||||||||||||
|
(In thousands)
|
|
Total
|
|
|
2010
(remaining
9 months)
|
|
|
2011-2012
|
|
|
2013-2014
|
|
|
Beyond 2014
|
|
|||||
|
Convertible debt, including interest (1)
|
|
$
|
890,748
|
|
|
$
|
161,723
|
|
|
$
|
243,051
|
|
|
$
|
263,911
|
|
|
$
|
222,063
|
|
|
Loan from Malaysian Government (2)
|
|
|
230,054
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
230,054
|
|
|
Cassiopea project loan, including interest (3)
|
|
|
235,848
|
|
|
|
2,787
|
|
|
|
19,362
|
|
|
|
38,048
|
|
|
|
175,651
|
|
|
Piraeus Bank loan, including interest (4)
|
|
|
36,327
|
|
|
|
36,327
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Term loan from Union Bank, including interest (5)
|
|
|
30,776
|
|
|
|
11,703
|
|
|
|
19,073
|
|
|
|
—
|
|
|
|
—
|
|
|
Customer advances (6)
|
|
|
90,856
|
|
|
|
15,489
|
|
|
|
19,367
|
|
|
|
16,000
|
|
|
|
40,000
|
|
|
Operating lease commitments (7)
|
|
|
49,678
|
|
|
|
7,173
|
|
|
|
12,711
|
|
|
|
9,533
|
|
|
|
20,261
|
|
|
Utility obligations (8)
|
|
|
750
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
750
|
|
|
Non-cancelable purchase orders (9)
|
|
|
251,743
|
|
|
|
251,743
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Purchase commitments under agreements (10)
|
|
|
6,315,714
|
|
|
|
608,840
|
|
|
|
1,397,946
|
|
|
|
1,510,998
|
|
|
|
2,797,930
|
|
|
Total
|
|
$
|
8,132,494
|
|
|
$
|
1,095,785
|
|
|
$
|
1,711,510
|
|
|
$
|
1,838,490
|
|
|
$
|
3,486,709
|
|
|
(1)
|
Convertible debt and interest on convertible debt relate to the aggregate of $792.5 million in outstanding principal amount of our senior convertible debentures. For the purpose of the table above, we assume that all holders of the 4.50% debentures and 4.75% debentures will hold the debentures through the date of maturity in fiscal 2015 and 2014, respectively, and all holders of the 1.25% debentures and 0.75% debentures will require our Company to repurchase the debentures on February 15, 2012 and August 1, 2010, respectively, and upon conversion, the values of the 1.25% debentures and 0.75% debentures are equal to the aggregate principal amount of $342.5 million with no premiums. On April 5, 2010, the initial purchasers of the 4.50% debentures exercised the $30.0 million over-allotment option in full, which is excluded from the table above (see Note 12 of Notes to our Condensed Consolidated Financial Statements).
|
|
(2)
|
The loan from the Malaysian Government relates to approximately $230.1 million borrowed for the financing and operation of FAB3 which is under construction in Malaysia (see Note 12 of Notes to our Condensed Consolidated Financial Statements).
|
|
(3)
|
The Cassiopea project loan including interest relates to approximately $142.7 million borrowed to finance the construction and operations of the 24 MWdc solar power plant in Montalto di Castro, Italy. Principal and interest of approximately EURIBOR plus 2.3% are to be repaid in various installment payments starting in September 2010 through June 2028 (see Note 12 of Notes to our Condensed Consolidated Financial Statements).
|
|
(4)
|
The Piraeus Bank loan including interest relates to approximately $36.1 million borrowed for pre-construction costs in Greece. Principal and interest of approximately EURIBOR plus 1.4% mature every three months at which time the principal balance becomes automatically renewable at the combined option of both Energy Ray and Piraeus Bank (see Note 12 of Notes to our Condensed Consolidated Financial Statements).
|
|
(5)
|
The term loan from Union Bank including interest relates to borrowings totaling $30.0 million for three years at an interest rate of LIBOR plus 2%. On April 9, 2010 the Company repaid all principal and interest outstanding under the term loan with Union Bank (see Note 12 of Notes to our Condensed Consolidated Financial Statements).
|
|
(6)
|
Customer advances relate to advance payments received from customers for future purchases of solar power products and future polysilicon purchases by a third party that manufactures ingots which are sold back to us under an ingot supply agreement (see Note 9 of Notes to our Condensed Consolidated Financial Statements).
|
|
(7)
|
Operating lease commitments primarily relate to a 5-year lease agreement with Cypress for our headquarters in San Jose, California, an 11-year lease agreement with an unaffiliated third party for our administrative, research and development offices in Richmond, California and other leases for various office space (see Note 10 of Notes to our Condensed Consolidated Financial Statements).
|
|
(8)
|
Utility obligations relate to our 11-year lease agreement with an unaffiliated third party for our administrative, research and development offices in Richmond, California.
|
|
(9)
|
Non-cancelable purchase orders relate to purchases of raw materials for inventory, construction services and manufacturing equipment from a variety of vendors (see Note 10 of Notes to our Condensed Consolidated Financial Statements).
|
|
(10)
|
Purchase commitments under agreements relate to arrangements entered into with suppliers of polysilicon, ingots, wafers and solar panels as well as agreements to purchase solar renewable energy certificates from solar installation owners in New Jersey. These agreements specify future quantities and pricing of products to be supplied by the vendors for periods up to eleven years and there are certain consequences, such as forfeiture of advanced deposits and liquidated damages relating to previous purchases, in the event that we terminate the arrangements (see Note 10 of Notes to our Consolidated Financial Statements).
|
|
It
em 3.
|
Quantitative and Qualitative Disclosure About Market Risk
|
|
It
em 4.
|
Controls and Procedures
|
|
|
·
|
There was not an effective control environment in our Philippines operations. Specifically, certain of the Company’s employees in the Philippines violated the Company’s code of business conduct and ethics. Individuals in the Company's Philippines finance organization intentionally proposed and/or approved journal entries that were not substantiated by actual transactions or costs.
|
|
|
·
|
We did not maintain in the Philippines operations, a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training to ensure that our controls, and specifically our controls over inventory variance capitalization, were effective.
|
|
|
·
|
Continue to increase awareness of Company’s code of business conduct and ethics and “whistle-blower” policies
|
|
|
·
|
Re-emphasize management’s expectations to all employees regarding adherence to our policies and ethical business standards
|
|
|
·
|
Reinforce corporate policies as part of all-hands meetings and month-end close meetings
|
|
|
·
|
Addition of new vice president and controller – Asia region (completed in March 2010)
|
|
|
·
|
Terminate/suspend employees involved in unethical activities in compliance with applicable legal requirements (completed in April 2010)
|
|
|
·
|
Hiring additional qualified employees in Philippines finance organization
|
|
|
·
|
Add resources to corporate finance team to support enhancements for enterprise resource planning systems (completed)
|
|
|
·
|
Segregation of duties between the financial planning and accounting functions
|
|
|
·
|
Accounting employees in the Philippines will report directly on a centralized basis to the chief financial officer’s organization (completed)
|
|
|
·
|
Increase corporate management presence in the Philippines
|
|
|
·
|
Standardize and document process for capitalizing manufacturing variances
|
|
|
·
|
Train responsible employees on proper method to capitalize manufacturing variances (completed in April 2010)
|
|
|
·
|
Establish formal process for certifications and sub-certifications of financial reports
|
|
|
·
|
Improve monthly and quarterly closing processes by reducing unnecessary manual journal entries
|
|
|
·
|
Add specific reviews for required manual journal entries
|
|
|
·
|
Standardize and document all key accounting policies
|
|
Period
|
Total Number of Shares Purchased (in thousands)(1)
|
Average Price
Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number of Shares That May Yet Be Purchased Under the Publicly Announced Plans or Programs
|
||||||||||||
|
January 4, 2010 through January 31, 2010
|
11 | $ | 25.78 | — | — | |||||||||||
|
February 1, 2010 through February 28, 2010
|
39 | $ | 20.66 | — | — | |||||||||||
|
March 1, 2010 through April 4, 2010
|
5 | $ | 19.07 | — | — | |||||||||||
|
|
55 | $ | 21.58 | — | — | |||||||||||
|
(1)
|
The total number of shares purchased includes only shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
|
|
It
em 6.
|
Exhibits
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
2.1
|
|
Share Purchase Agreement, dated February 11, 2010, by and among SunPower Corporation, SunRay Malta Holdings Limited and the shareholders of SunRay Malta Holdings Limited named therein (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2010).
|
| 4.1 | Fourth Supplemental Indenture, dated as of April 1, 2010, by and between SunPower Corporation and Wells Fargo, N.A. as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2010). | |
|
10.1*
|
|
Fourth Amendment to Amended and Restated Credit Agreement, dated February 10, 2010, by and among SunPower Corporation, SunPower North America, LLC, SunPower Corporation, Systems, and Wells Fargo Bank, National Association.
|
| 10.2 | Purchase Agreement, dated March 25, 2010, by and between SunPower Corporation and Deutsche Bank Securities Inc., as representative of the initial purchasers listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010). | |
|
10.3
|
|
Convertible Debenture Hedge Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.4
|
|
Convertible Debenture Hedge Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Barclays Bank PLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.5
|
|
Convertible Debenture Hedge Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Credit Suisse International (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.6
|
|
Convertible Debenture Hedge Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.7
|
|
Warrant Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.8
|
|
Warrant Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Barclays Bank PLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.9
|
|
Warrant Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Credit Suisse International (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.10
|
|
Warrant Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.11*^
|
|
Outside Director’s Compensation Policy.
|
|
31.1*
|
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
31.2*
|
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
32.1*
|
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
SUNPOWER CORPORATION
|
|
|
|
|
|
|
Dated: May 13, 2009
|
By:
|
/s/ DENNIS V. ARRIOLA
|
|
|
|
|
|
|
|
Dennis V. Arriola
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
Exhibit Number
|
Description
|
|
|
10.1*
|
Fourth Amendment to Amended and Restated Credit Agreement, dated February 10, 2010, by and among SunPower Corporation, SunPower North America, LLC, SunPower Corporation, Systems, and Wells Fargo Bank, National Association.
|
|
|
10.11*^
|
Outside Director’s Compensation Policy.
|
|
|
31.1*
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
31.2*
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
32.1*
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|