Document and Company Informatio
Document and Company Information (USD $) | |||
12 Months Ended
Dec. 26, 2009 | Feb. 12, 2010
| Jun. 27, 2009
| |
Document and Company Information [Abstract] | |||
Entity Registrant Name | FIRST SOLAR, INC. | ||
Entity Central Index Key | 0001274494 | ||
Document Type | 10-K | ||
Document Period End Date | 2009-12-26 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-26 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $7,360,781,207 | ||
Entity Common Stock, Shares Outstanding | 85,229,228 |
Consolidated Balance Sheets
Consolidated Balance Sheets (USD $) | ||
In Thousands | Dec. 26, 2009
| Dec. 27, 2008
|
Current assets: | ||
Cash and cash equivalents | $664,499 | $716,218 |
Marketable securities | 120,236 | 76,042 |
Accounts receivable, net | 226,826 | 61,703 |
Inventories | 152,821 | 121,554 |
Project assets | 1,081 | 0 |
Deferred tax asset, net | 21,679 | 9,922 |
Prepaid expenses and other current assets | 164,129 | 91,962 |
Total current assets | 1,351,271 | 1,077,401 |
Property, plant and equipment, net | 988,782 | 842,622 |
Project assets | 131,415 | 0 |
Deferred tax asset, net | 130,515 | 61,325 |
Marketable securities | 329,608 | 29,559 |
Restricted cash and investments | 36,494 | 30,059 |
Investment in related party | 25,000 | 25,000 |
Goodwill | 286,515 | 33,829 |
Inventories | 21,695 | 0 |
Other assets | 48,217 | 14,707 |
Total assets | 3,349,512 | 2,114,502 |
Current liabilities: | ||
Accounts payable | 75,744 | 46,251 |
Income tax payable | 8,740 | 99,938 |
Accrued expenses | 186,682 | 140,899 |
Current portion of long-term debt | 28,559 | 34,951 |
Other current liabilities | 95,202 | 59,738 |
Total current liabilities | 394,927 | 381,777 |
Accrued solar module collection and recycling liability | 92,799 | 35,238 |
Long-term debt | 146,399 | 163,519 |
Other liabilities | 62,600 | 20,926 |
Total liabilities | 696,725 | 601,460 |
Stockholders' equity: | ||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 85,208,199 and 81,596,810 shares issued and outstanding at December 26, 2009 and December 27, 2008, respectively | 85 | 82 |
Additional paid-in capital | 1,658,091 | 1,176,156 |
Contingent consideration | 2,844 | 0 |
Accumulated earnings | 1,001,363 | 361,225 |
Accumulated other comprehensive loss | (9,596) | (24,421) |
Total stockholders' equity | 2,652,787 | 1,513,042 |
Total liabilities and stockholders' equity | $3,349,512 | $2,114,502 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | ||
Dec. 26, 2009
| Dec. 27, 2008
| |
Stockholders' equity: | ||
Common stock, par value | 0.001 | 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 85,208,199 | 81,596,810 |
Common stock, shares outstanding | 85,208,199 | 81,596,810 |
Consolidated Statements of Oper
Consolidated Statements of Operations (USD $) | |||
In Thousands, except Per Share data | 12 Months Ended
Dec. 26, 2009 | 12 Months Ended
Dec. 27, 2008 | 12 Months Ended
Dec. 29, 2007 |
Consolidated Statements of Operations [Abstract] | |||
Net sales | $2,066,200 | $1,246,301 | $503,976 |
Cost of sales | 1,021,618 | 567,908 | 252,573 |
Gross profit | 1,044,582 | 678,393 | 251,403 |
Operating expenses: | |||
Research and development | 78,161 | 33,517 | 15,107 |
Selling, general and administrative | 272,898 | 174,039 | 82,248 |
Production start-up | 13,908 | 32,498 | 16,867 |
Total operating expenses | 364,967 | 240,054 | 114,222 |
Operating income | 679,615 | 438,339 | 137,181 |
Foreign currency gain | 5,207 | 5,722 | 1,881 |
Interest income | 9,735 | 21,158 | 20,413 |
Interest expense, net | (5,258) | (509) | (2,294) |
Other expense, net | (2,985) | (934) | (1,219) |
Income before income taxes | 686,314 | 463,776 | 155,962 |
Income tax expense (benefit) | 46,176 | 115,446 | (2,392) |
Net income | $640,138 | $348,330 | $158,354 |
Net income per share: | |||
Basic | 7.67 | 4.34 | 2.12 |
Diluted | 7.53 | 4.24 | 2.03 |
Weighted-average number of shares used in per share calculations: | |||
Basic | 83,500 | 80,178 | 74,701 |
Diluted | 85,044 | 82,124 | 77,971 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity and Comprehensive Income (USD $) | ||||||
In Thousands | Common Stock
| Additional Paid-in Capital
| Accumulated Earnings (Deficit)
| Accumulated Other Comprehensive Income (Loss)
| Contingent Consideration
| Total
|
Beginning Balance, shares at Dec. 30, 2006 | 72,332 | |||||
Beginning Balance at Dec. 30, 2006 | $72 | $555,749 | ($145,403) | $1,022 | $411,440 | |
Components of comprehensive income, net of tax: | ||||||
Net income | 158,354 | 158,354 | ||||
Foreign currency translation adjustments | 5,116 | 5,116 | ||||
Unrealized loss on derivative instruments, net of tax | (1,648) | (1,648) | ||||
Unrealized gain on marketable securities, net of tax | 28 | 28 | ||||
Cumulative effect of the adoption of accounting for the uncertainty in income taxes | (56) | (56) | ||||
Exercise of stock options, including tax benefits | 2 | 40,367 | 40,369 | |||
Exercise of stock options, including tax benefits, shares | 2,048 | |||||
Issuance of restricted and unrestricted stock, shares | 77 | |||||
Common stock issued for acquisition | 1 | 28,066 | 28,067 | |||
Common stock issued for acquisition, shares | 118 | |||||
Common stock issued in secondary offering, net of offering costs | 4 | 365,965 | 365,969 | |||
Common stock issued in secondary offering, net of offering costs, shares | 4,000 | |||||
Share-based compensation | 39,402 | 39,402 | ||||
Reclassifications from employee stock options on redeemable shares | 50,226 | 50,226 | ||||
Ending Balance at Dec. 29, 2007 | 79 | 1,079,775 | 12,895 | 4,518 | 1,097,267 | |
Ending Balance, shares at Dec. 29, 2007 | 78,575 | |||||
Components of comprehensive income, net of tax: | ||||||
Net income | 348,330 | 348,330 | ||||
Foreign currency translation adjustments | (13,943) | (13,943) | ||||
Unrealized loss on derivative instruments, net of tax | (15,230) | (15,230) | ||||
Unrealized gain on marketable securities, net of tax | 234 | 234 | ||||
Exercise of stock options, including tax benefits | 3 | 44,694 | 44,697 | |||
Exercise of stock options, including tax benefits, shares | 2,980 | |||||
Issuance of restricted and unrestricted stock | (7,040) | (7,040) | ||||
Issuance of restricted and unrestricted stock, shares | 42 | |||||
Share-based compensation | 58,727 | 58,727 | ||||
Ending Balance at Dec. 27, 2008 | 82 | 1,176,156 | 361,225 | (24,421) | 1,513,042 | |
Ending Balance, shares at Dec. 27, 2008 | 81,597 | |||||
Components of comprehensive income, net of tax: | ||||||
Net income | 640,138 | 640,138 | ||||
Foreign currency translation adjustments | 13,303 | 13,303 | ||||
Unrealized loss on derivative instruments, net of tax | (167) | (167) | ||||
Unrealized gain on marketable securities, net of tax | 1,689 | 1,689 | ||||
Exercise of stock options, including tax benefits | 1 | 7,272 | 7,273 | |||
Exercise of stock options, including tax benefits, shares | 537 | |||||
Issuance of restricted and unrestricted stock | (11,387) | (11,387) | ||||
Issuance of restricted and unrestricted stock, shares | 123 | |||||
Common stock issued for acquisition | 2 | 396,587 | 2,844 | 399,433 | ||
Common stock issued for acquisition, shares | 2,951 | |||||
Share-based compensation | 89,463 | 89,463 | ||||
Ending Balance at Dec. 26, 2009 | $85 | $1,658,091 | $1,001,363 | ($9,596) | $2,844 | $2,652,787 |
Ending Balance, shares at Dec. 26, 2009 | 85,208 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (USD $) | |||
In Thousands | 12 Months Ended
Dec. 26, 2009 | 12 Months Ended
Dec. 27, 2008 | 12 Months Ended
Dec. 29, 2007 |
Cash flows from operating activities: | |||
Cash received from customers | $1,957,604 | $1,203,822 | $515,994 |
Cash paid to suppliers and associates | (1,123,746) | (723,123) | (276,525) |
Interest received | 6,147 | 19,138 | 19,965 |
Interest paid | (10,550) | (4,629) | (2,294) |
Income taxes paid, net of refunds | (147,843) | (1,975) | (19,002) |
Excess tax benefit from share-based compensation arrangements | (4,892) | (28,661) | (30,196) |
Other operating activities | (1,527) | (1,505) | (1,991) |
Net cash provided by operating activities | 675,193 | 463,067 | 205,951 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (279,941) | (459,271) | (242,371) |
Purchases of marketable securities | (607,356) | (334,818) | (1,081,154) |
Proceeds from maturities of marketable securities | 149,076 | 107,450 | 787,783 |
Proceeds from sales of marketable securities | 115,805 | 418,762 | 0 |
Investment in note receivable | (99,637) | 0 | 0 |
Payments received on note receivable | 25,447 | 0 | 0 |
Increase in restricted investments | (4,150) | (15,564) | (6,008) |
Investment in related party | 0 | (25,000) | 0 |
Acquisitions, net of cash acquired | 318 | 0 | (5,500) |
Other investing activities | (1,252) | 0 | 0 |
Net cash used in investing activities | (701,690) | (308,441) | (547,250) |
Cash flows from financing activities: | |||
Proceeds from stock options exercises | 5,961 | 16,036 | 10,173 |
Proceeds from issuance of common stock | 0 | 0 | 365,969 |
Repayment of long-term debt | (78,224) | (41,691) | (34,757) |
Proceeds from issuance of debt, net of issuance costs | 44,739 | 138,887 | 49,368 |
Excess tax benefit from share-based compensation arrangements | 4,892 | 28,661 | 30,196 |
Proceeds from economic development funding | 615 | 35,661 | 9,475 |
Other financing activities | (4) | (5) | (3) |
Net cash (used in) provided by financing activities | (22,021) | 177,549 | 430,421 |
Effect of exchange rate changes on cash and cash equivalents | (3,201) | (20,221) | 7,050 |
Net increase (decrease) in cash and cash equivalents | (51,719) | 311,954 | 96,172 |
Cash and cash equivalents, beginning of the period | 716,218 | 404,264 | 308,092 |
Cash and cash equivalents, end of the period | 664,499 | 716,218 | 404,264 |
Supplemental disclosure of noncash investing and financing activities: | |||
Property, plant and equipment acquisitions funded by liabilities | $0 | $19,449 | $38,320 |
First Solar and Its Business
First Solar and Its Business | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
First Solar and Its Business [Abstract] | |
First Solar and Its Business | Note 1. First Solar and Its Business We design, manufacture and sell solar electric power modules, which we produce at our plants in Perrysburg, Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia. We also develop sites or other solar power project sites for building solar power systems using our solar modules and provide engineering, procurement and construction services. First Solar Holdings, LLC was formed as a Delaware limited liability company in May2003 to act as the holding company for First Solar, LLC which was formed in 1999 and renamed First Solar US Manufacturing, LLC in the second quarter of 2006, and other subsidiaries formed during 2003 and later. On February22, 2006, First Solar Holdings, LLC was incorporated in Delaware as First Solar Holdings, Inc. and, also during the first quarter of 2006, was renamed First Solar, Inc. Upon our change in corporate organization on February22, 2006, our membership units became common stock shares and our unit options became share options on a one-for-one basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of presentation. Certain prior period amounts have been reclassified to conform to the current presentation. We reclassified certain segment amounts as information provided to our Chief Operating Decision Maker has changed. Our Chief Operating Decision Maker consists of senior executive staff. This change was primarily due to how they view our systems segment as an enabler to drive module throughput for our components business with the objective of achieving break-even results before income taxes for our systems segment. See also Note 22. Segment Information to our consolidated financial statements for additional information. These reclassifications had no impact on our consolidated statement of operations, consolidated balance sheet or consolidated statement of cash flows. Principles of consolidation. These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of First Solar, Inc. and all of its subsidiaries. We eliminated all intercompany transactions and balances during consolidation. Fiscal periods. We report the results of our operations using a 52 or 53week fiscal year, which ends on the Saturday on or before December31. Fiscal 2009 ended on December26, 2009: fiscal 2008 ended on December27, 2008; and fiscal 2007 ended on December29, 2007; all of these fiscal years included 52weeks. Our fiscal quarters end on the Saturday on or before the end of the applicable calendar quarter. Use of estimates. The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Significant estimates in these consolidated financial statements include revenue recognition, allowances for doubtful accounts receivable, inventory write-downs, estimates of future cash flows from and the economic useful lives of long-lived assets, asset impairments, certain accrued liabilities, income taxes and tax valuation allowances, accrued warranty expenses, accrued collection and recycling expense, share-based compensation costs and fair value estimates. Actual results could differ materially from these estimates under different assumptions and conditions. Business Combinations. We account for business acquisitions using the acquisition method of accounting and record definite lived intangible assets separate from goodwill. Intangible assets are recorded at their fair value based on estimates as at the date of acquisition. Goodwill is recorded as the residual amount of the purchase price less the fair value assigned to the individual assets acquired and liabilities assumed as of the date of acquisition. Goodwill. Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value assigned to the individual assets acquired and liabilities assumed. We do not amortize goodwill, but instead test goodwill for impairment at least annually in the fourth quarter, and, if necessary, we |
Acquisitions
Acquisitions | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Acquisitions [Abstract] | |
Acquisitions | Note 3. Acquisitions OptiSolar On April3, 2009, we completed the acquisition of the solar power project development business (the Project Business) of OptiSolar Inc. (OptiSolar). Pursuant to an Agreement and Plan of Merger (the Merger Agreement) dated March2, 2009, by and among First Solar, Inc., First Solar Acquisition Corp. (Merger Sub), OptiSolar and OptiSolar Holdings LLC (OptiSolar Holdings), Merger Sub merged with and into OptiSolar, with OptiSolar surviving as a wholly-owned subsidiary of First Solar, Inc. (the Merger). Pursuant to the Merger, all the outstanding shares of common stock of OptiSolar held by OptiSolar Holdings were exchanged for 2,972,420 shares of First Solar common stock, par value $0.001 per share (the Merger Shares), of which 732,789 shares were issued and deposited with an escrow agent to support certain indemnification obligations of OptiSolar Holdings. Also, 355,096 shares were holdback shares as further described below under Contingent Consideration (the Holdback Shares). As of December26, 2009, 2,951,256 Merger Shares had been issued. The period during which claims for indemnification from the escrow fund may be initiated began on April3, 2009 and will end on April3, 2011. Purchase Price Consideration The total consideration for this acquisition, based on the closing price of our common stock on April3, 2009 of $134.38 per share, was $399.4million. Contingent Consideration Pursuant to the Merger Agreement, of the 2,972,420 Merger Shares, as of April3, 2009, 355,096 shares were Holdback Shares that were issuable to OptiSolar Holdings upon satisfaction of conditions relating to certain then-existing liabilities of OptiSolar. As of December26, 2009, 333,932 Holdback Shares had been issued to OptiSolar Holdings. The estimated fair value of the 21,164 Holdback Shares remaining to be issued at December26, 2009 was $2.8million and has been classified separately within stockholders equity on our balance sheet. Purchase Price Allocation We accounted for this acquisition using the acquisition method in accordance with ASC 805. Accordingly, we allocated the purchase price to the acquired assets and liabilities based on their estimated fair values at the acquisition date of April3, 2009, as summarized in the following table (in thousands): Tangible assets acquired $ 10,175 Project assets 103,888 Deferred tax assets, net 35,195 Goodwill 250,176 Total purchase consideration $ 399,434 The fair value of net tangible assets acquired on April3, 2009 consisted of the following (in thousands): Cash $ 318 Prepaid expenses and other current assets 5,003 Property, plant and equipment 165 Project assets Land 6,100 Total identifiable assets acquired 11,586 Accounts payable and other liabilities (1,411 ) Total liabilities assumed (1,411 ) Net identifiable assets acquired $ 10,175 Goodwill We recorded the excess of the acquisition date fair value of consideration transferred over the estimated fair value of the net tangible asset |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | Note 4. Goodwill and Intangible Assets Goodwill On November30, 2007, we acquired 100% of the outstanding membership interests of Turner Renewable Energy, LLC. Under the purchase method of accounting, we allocated $33.4million to goodwill through December29, 2007, which represents the excess of the purchase price over the fair value of the identifiable net tangible and intangible assets of Turner Renewable Energy, LLC. All of this goodwill was allocated to our systems segment (reported under Other in our disclosure of segment operating results). At December26, 2009 and December27, 2008, the carrying amount of this goodwill was $33.8million. On April3, 2009, we acquired the solar power project development business of OptiSolar. Under the acquisition method of accounting, we allocated $261.1million to goodwill (excluding subsequent adjustments of $8.5million), which primarily represents the synergies and economies of scale expected from acquiring OptiSolars project pipeline and using our solar modules in the acquired projects. During 2009, we adjusted goodwill downward by $8.5million as additional information relating to acquired deferred tax assets became available. We have allocated $251.3million and $1.4million of this goodwill to our components reporting segment and systems segment (reported under Other in our disclosure of segment operating results), respectively. At December26, 2009, the carrying amount of this goodwill was $252.7million. See Note 3. Acquisitions to our consolidated financial statements for additional information about this acquisition. The changes in the carrying amount of goodwill for the years ended December26, 2009 and December27, 2008 were as follows (in thousands): Components Systems Consolidated Beginning balance, December29, 2007 $ $ 33,449 $ 33,449 Goodwill adjustment (1) 380 380 Beginning balance, December27, 2008 33,829 33,829 Goodwill from 2009 acquisition 259,722 1,411 261,133 Goodwill adjustment (2) (8,447 ) (8,447 ) Ending balance, December26, 2009 $ 251,275 $ 35,240 $ 286,515 (1) The goodwill adjustment of $0.4million, which we made during 2008, was primarily the result of adjustments made to the opening balance sheet for acquisition-related intangible assets and related deferred taxes. (2) The goodwill adjustments were primarily the result of adjustments to the amount of acquired deferred tax assets. ASC 350, Intangibles Goodwill and Other, requires us to test goodwill for impairment at least annually, or sooner, if facts or circumstances between scheduled annual tests indicate that it is more likely than not that the fair value of a reporting unit that has goodwill might be less than its carrying value. We performed our goodwill impairment test in the fourth fiscal quarter of the year ended December26, 2009 and determined that the fair value of our goodwill substantially exceeded the carrying value. Based on the test, we concluded that our goodwill was not impaired. |
Cash and Investments
Cash and Investments | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Cash and Investments [Abstract] | |
Cash and Investments | Note 5. Cash and Investments Cash, cash equivalents and marketable securities consisted of the following at December26, 2009 and December27, 2008 (in thousands): December 26, December 27, 2009 2008 Cash and cash equivalents: Cash $ 269,068 $ 603,434 Cash equivalents: Federal agency debt 38,832 Money market mutual fund 395,431 73,952 Total cash and cash equivalents 664,499 716,218 Marketable securities: Federal agency debt 78,911 68,086 Foreign agency debt 168,963 6,977 Supranational debt 71,050 Corporate debt securities 115,248 30,538 Foreign government obligations 10,128 Asset backed securities 5,544 Total marketable securities 449,844 105,601 Total cash, cash equivalents and marketable securities $ 1,114,343 $ 821,819 We have classified our marketable securities as available-for-sale. Accordingly, we record them at fair value and account for net unrealized gains and losses as part of accumulated other comprehensive income until realized. We report realized gains and losses on the sale of our marketable securities in earnings, computed using the specific identification method. During the year ended December26, 2009, we realized $0.2million in gains and an immaterial amount in losses on our marketable securities. During the year ended December27, 2008, we realized $0.6million in gains and $0.4million in losses on our marketable securities. During the year ended December29, 2007 we did not realize any gains or losses on our marketable securities. See Note 9. Fair Value Measurement to our consolidated financial statements for information about the fair value measurement of our marketable securities. All of our available-for-sale marketable securities are subject to a periodic impairment review. We consider a marketable debt security to be impaired when its fair value is less than its carrying cost, in which case we would further review the investment to determine whether it is other-than-temporarily impaired. When we evaluate an investment for other-than-temporary impairment, we review factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, our intent to sell, and whether it is more likely than not we will be required to sell the investment before we have recovered its cost basis. If an investment is other-than-temporarily impaired, we write it down through earnings to its impaired value and establish that as a new cost basis for the investment. We did not identify any of our marketable securities as other-than-temporarily impaired at December26, 2009 and December27, 2008. The following table summarizes unrealized gains and losses related to our investments in marketable securities designated as available-for-sale by major security type (in thousands): As of December 26, 2009 Gross Gr |
Restricted Cash and Investments
Restricted Cash and Investments | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Restricted Cash and Investment [Abstract] | |
Restricted Cash and Investment | Note 6. Restricted Cash and Investments Restricted cash and investments consisted of the following at December26, 2009 and December27, 2008 (in thousands): December 26, December 27, 2009 2008 Restricted cash $ 27 $ 4,218 Restricted investments 36,467 Deposit with financial services company 25,841 Total restricted cash and investments noncurrent $ 36,494 $ 30,059 At December26, 2009, our restricted investments consisted of long-term marketable securities that we hold through a custodial account to fund future costs of our solar module collection and recycling program. At December27, 2008, our restricted investments consisted of a funding arrangement for our solar module collection and recycling program (See Note 12. Module Collection and Recycling Liability to our consolidated financial statements), a debt service reserve account of $4.2million for our credit facility with a consortium of banks led by IKB Deutsche Industriebank AG (See Note 13. Debt to our consolidated financial statements) and cash held by a financial institution as collateral for a letter of credit. We pre-fund our estimated solar module collection and recycling costs at the time of module sale through a custodial account with a large bank as investment advisor in the name of a trust, for which First Solar Inc., First Solar Malaysia Sdn. Bhd. and First Solar Manufacturing GmbH are grantors. We fund this custodial account within 60days of the beginning of a fiscal year for the prior year module sales, assuming for this purpose a minimum service life of 25years for our solar modules. Prior to June2009, we pre-funded our estimated solar module collection and recycling costs through a financial services company. At December27, 2008, the cumulative amount of deposits made was $25.8million (including the investment returns earned through that date). We commuted this deposit with the financial services company during the year ended December26, 2009 and invested the proceeds in the restricted investments. The following table summarizes unrealized gains and losses related to our restricted investments in marketable securities designated as available-for-sale by major security type (in thousands): As of December 26, 2009 Gross Gross Estimated Amortized Unrealized Unrealized Fair Security Type Cost Gains Losses Value U.S. government obligations $ 783 $ $ 27 $ 756 Foreign government obligations 34,403 1,308 35,711 Total $ 35,186 $ 1,308 $ 27 $ 36,467 As of December26, 2009, the contractual maturities of these available-for-sale marketable securities were between 18 and 26years. We did not have any restricted investments in marketable securities as of December27, 2008. |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Details | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Consolidated Balance Sheet Details [Abstract] | |
Consolidated Balance Sheet Details | Note 7. Consolidated Balance Sheet Details Accounts receivable, net Accounts receivable, net consisted of the following at December26, 2009 and December27, 2008 (in thousands): December 26, December 27, 2009 2008 Accounts receivable, gross $ 227,816 $ 61,703 Allowance for doubtful account (990 ) Accounts receivable, net $ 226,826 $ 61,703 The increase in accounts receivable was mainly due to the amendment of certain of our customers Long-Term Supply Contracts to extend their payment terms from net 10days to net 45days at the end of the first quarter of 2009 primarily to increase liquidity in our sales channel and to reflect longer shipment times from our plants in Malaysia and due to higher volumes shipped during the year ended December26, 2009. During 2009, we amended our Long-Term Supply Contracts with certain of our customers to implement a program which extends a price rebate to certain of these customers for solar modules purchased from us. The intent of this program is to enable our customers to successfully compete in our core segments in Germany. The rebate program applies a specified rebate rate to solar modules sold for solar power projects in Germany at the beginning of each quarter for the upcoming quarter. The rebate program is subject to periodic review and we will adjust the rebate rate quarterly upward or downward as appropriate. The rebate period began during the third quarter of 2009 and ends at the end of the fourth quarter of 2010. Customers need to meet certain requirements in order to be eligible for and benefit from this program. We account for these rebates as a reduction to the selling price of our solar modules and therefore as a reduction in revenue at the time of sale. No rebates granted under this program can be claimed in cash and all will be applied to reduce outstanding accounts receivable balances. During the year ended December26, 2009, we extended rebates to customers in the amount of 87.1 million ($128.9million at the average exchange rate of $1.48/1.00). At December26, 2009 we had 54.3million ($78.2million at the balance sheet close rate on December26, 2009 of $1.44/1.00) of rebate claims accrued, which reduced our accounts receivable accordingly. In June2009, we provided an allowance for doubtful accounts receivable in the amount of $7.0 million due to the collectability of the outstanding accounts receivable from a specific customer. As of December26, 2009, we had collected $6.0million of the overdue accounts receivable from this specific customer and reduced our allowance for the doubtful account accordingly. Inventories Inventories consisted of the following at December26, 2009 and December27, 2008 (in thousands): December 26, December 27, 2009 2008 Raw materials $ 122,282 $ 103,725 Work in process 6,248 4,038 Finished goods 45,986 13,791 Total inventories $ 174,516 $ 121,554 Inventory current $ 152,821 $ 121,554 Inventory noncurrent (1) $ 21,695 |
Derivative Instruments
Derivative Instruments | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Derivative Instruments [Abstract] | |
Derivative Instruments | Note 8. Derivative Instruments As a global company, we are exposed in the normal course of business to interest rate and foreign currency risks that could affect our net assets, financial position, results of operations and cash flows. We use derivative instruments to hedge against certain risks, such as these, and we only hold derivative instruments for hedging purposes, not for speculative or trading purposes. Our use of derivative instruments is subject to strict internal controls based on centrally defined, performed and controlled policies and procedures. Depending on the terms of the specific derivative instruments and market conditions, some of our derivative instruments may be assets and others liabilities at any particular point in time. As required by ASC 815, Derivatives and Hedging, we report all of our derivative instruments at fair value on our balance sheet. Depending on the substance of the hedging purpose for our derivative instruments, we account for changes in the fair value of some of them using cash-flow-hedge accounting pursuant to ASC 815 and of others by recording the changes in fair value directly to current earnings (so-called economic hedges). These accounting approaches and the various classes of risk that we are exposed to in our business and the risk management systems using derivative instruments that we apply to these risks are described below. See Note 9. Fair Value Measurement to our consolidated financial statements for information about the techniques we use to measure the fair value of our derivative instruments. The following table presents the fair values of derivative instruments included in our consolidated balance sheet as of December26, 2009 (in thousands): December 26, 2009 Other Other Other Assets - Other Assets Liabilities - Liabilities - Current - Noncurrent Current Noncurrent Derivatives designated as hedging instruments under ASC 815: Foreign exchange forward contracts $ 3,781 $ $ 19,723 $ Interest rate swap contracts 178 905 Total derivatives designated as hedging instruments $ 3,781 $ $ 19,901 $ 905 Derivatives not designated as hedging instruments under ASC 815: Foreign exchange forward contracts $ 4,128 $ $ 10,880 $ Total derivatives not designated as hedging instruments $ 4,128 $ $ 10,880 $ Total derivative instruments $ 7,909 $ $ 30,781 $ 905 The following tables present the amounts related to derivative instruments affecting our consolidated statement of operations for the year ended December26, 2009 (in thousands): Amount of Gain (Loss) Amount of Gain (Loss) Location of Gain Reclassified from Recognized in Other (Loss) Reclassified Accumulated Other Comp |
Fair Value Measurement
Fair Value Measurement | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Fair Value Measurement [Abstract] | |
Fair Value Measurement | Note 9. Fair Value Measurement On December30, 2007, the beginning of our 2008 fiscal year, we adopted ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands financial statement disclosure requirements for fair value measurements. Our initial adoption of ASC 820 was limited to our fair value measurements of financial assets and financial liabilities, as permitted by ASC 820. On December28, 2008, the beginning of our fiscal year 2009, we adopted ASC 820 for the remainder of our fair value measurements. The implementation of the fair value measurement guidance of ASC 820 did not result in any material changes to the carrying values of our assets and liabilities. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: Level 1 Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. Level 2 Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. Level 3 Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. When available, we use quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, we measure fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates. Following is a description of the valuation techniques that we use to measure the fair value of assets and liabilities that we measure and report at fair value on a recurring or on a one-time basis: Cash equivalents. At December26, 2009, our cash equivalents consisted of money market mutual 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. At Dec |
Related Party Transactions
Related Party Transactions | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions In October2008, we made an investment, at a total cost of $25.0million, in the preferred stock of a company based in the United States that supplies and installs solar power systems to commercial and residential customers. This investment represents an ownership of approximately 11% of the voting interest in this company at December26, 2009 and is our only equity interest in that entity. Since our ownership interest in this company is less than 20% and we do not have significant influence over it, we account for this investment using the cost method. We performed a valuation assessment and have determined that the carrying value of this investment equals the fair value at December26, 2009. See Note 9. Fair Value Measurement to our consolidated financial statements for information about the fair value measurement of our investment in a related party. In the fourth fiscal quarter of 2008, we also entered into a long-term solar module supply agreement with this related party. During the year ended December26, 2009, we recognized $18.5 million in net sales to this related party. At December26, 2009 we had accounts receivable from this related party of $7.0million. During 2008, we did not have any material revenue transactions with this related party. |
Notes Receivable
Notes Receivable | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Notes Receivable [Abstract] | |
Notes Receivable | Note 11. Notes Receivable On April8, 2009 we entered into a credit facility agreement with a solar project entity of one of our customers for an available amount of 17.5million ($25.2million at the balance sheet close rate on December26, 2009 of $1.44/1.00) to provide financing for a photovoltaic power generation facility. The credit facility replaced a bridge loan that we had made to this entity. The credit facility bears interest at 8% per annum and is due on December31, 2026. As of December26, 2009, this credit facility was fully drawn. The outstanding amount of this credit facility has been included within Other assets noncurrent on our consolidated balance sheets. On April21, 2009, we entered into a revolving VAT financing facility agreement for an available amount of 9.0million ($13.0million at the balance sheet close rate on December26, 2009 of $1.44/1.00) with the same solar project entity with which we entered into the credit facility agreement on April8, 2009. The VAT facility agreement pre-finances the amounts of German value added tax (VAT)and any other tax obligations of similar nature during the construction phase of the photovoltaic power generation facility. Borrowings under this facility are short-term in nature, since the facility is repaid when VAT amounts are reimbursed by the government. The VAT facility agreement bears interest at the rate of Euribor plus 1.2% and matures on December31, 2010. As of December26, 2009 the balance on this credit facility was 1.4million ($2.0million at the balance sheet close rate on December26, 2009 of $1.44/1.00). The outstanding amount of this credit facility is included within Prepaid expenses and other current assets on our consolidated balance sheets. In October2009, we entered into a fixed rate note with a solar power project entity to finance construction and start-up costs of a photovoltaic facility in Germany. This note provides funding in the amount of 19.2million ($27.6million at the balance sheet close rate on December26, 2009 of $1.44/1.00). The fixed rate note is due on May31, 2010 and bears interest at 7% per annum. The fixed rate note is collateralized by a bank account pledge agreement, a security assignment agreement, a partnership interest pledge agreement and a share pledge agreement. The outstanding amount of this financing agreement is included within Prepaid expenses and other current assets on our consolidated balance sheets. In October2009, we entered into a fixed rate note with another solar power project entity to finance construction and start-up costs of a photovoltaic facility in Germany. This note provides funding in the amount of 14.5million ($20.9million at the balance sheet close rate on December26, 2009 of $1.44/1.00). The fixed rate note is due on May31, 2010 and bears interest at 7% per annum. This fixed rate note is collateralized by a bank account pledge agreement, a security assignment agreement, a guarantee agreement and share pledge agreement. The outstanding amount of this financing agreement is included within Prepaid expenses and other current assets on our consolidated balance sheets. |
Solar Module Collection and Rec
Solar Module Collection and Recycling Liability | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Solar Module Collection and Recycling Liability [Abstract] | |
Solar Module Collection and Recycling Liability | Note 12. Solar Module Collection and Recycling Liability Legislative initiatives in Europe hold manufacturers responsible for the collection and recycling of certain electrical products. The legislation passed to date does not include solar modules. However, based on our commitment to the environment, we have determined that we should ensure the collection and recycling of the modules that we sell worldwide. As a result, we include a solar module collection and recycling arrangement in our standard sales contracts. Under this arrangement, we agree to provide for the collection and recycling of the materials in our solar modules and the system owners agree to notify us, disassemble their solar power systems, package the solar modules for shipment and revert ownership rights over the modules back to us at the end of the modules service lives. At the time of sale, we have recorded accrued collection and recycling liabilities for the estimated fair value of our obligations for the collection and recycling of our solar modules that we have sold and we have made associated charges to cost of sales. We based our estimate of the fair value of our collection and recycling obligations on the present value of the expected future cost of collecting and recycling the modules, which includes the cost of packaging the modules for transport, the cost of freight from the module installation sites to a recycling center and the material, labor, and capital costs of the recycling process. We based this estimate on our experience collecting and recycling our solar modules and on our expectations about future developments in recycling technologies and processes and about economic conditions at the time the modules will be collected and recycled. In the periods between the time of our sales and our settlement of the collection and recycling obligations, we accrete the carrying amount of the associated liability by applying the discount rate used for its initial measurement. We classify accretion expense as an other operating expense within selling, general and administrative on our consolidated statement of operations. Our module collection and recycling liabilities totaled $92.8million at December26, 2009 and $35.2million at December27, 2008. We charged $52.4million, $22.2million and $8.9million to cost of sales for the fair value of our collection and recycling obligation for modules sold during the years ended December26, 2009, December27, 2008 and December29, 2007, respectively. The accretion expense on our collection and recycling obligations was $2.4million, $0.9million and $0.3million during the years ended December26, 2009, December27, 2008 and December29, 2007, respectively. |
Debt
Debt | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Debt [Abstract] | |
Debt | Note 13. Debt Our long-term debt at December26, 2009 and December27, 2008 consisted of the following (in thousands): December 26, Type 2009 December 27, 2008 Malaysian Facility Agreement Fixed rate term loan $ 84,166 $ 66,975 Malaysian Facility Agreement Floating rate term loan (1) 84,166 66,975 Director of Development of the State of Ohio 9,994 11,694 Director of Development of the State of Ohio 139 1,528 German Facility Agreement 54,982 Capital lease obligations 2 5 178,467 202,159 Less unamortized discount (3,509 ) (3,689 ) Total long-term debt 174,958 198,470 Less current portion (28,559 ) (34,951 ) Noncurrent portion $ 146,399 $ 163,519 (1) We entered into an interest rate swap contract related to this loan. See Note 8. Derivative Instruments to our consolidated financial statements. We did not have any short-term debt at December26, 2009 and December27, 2008. Revolving Credit Facility On September4, 2009, we entered into a revolving credit facility pursuant to a Credit Agreement among First Solar, Inc., certain designated Borrowing Subsidiaries (consisting of First Solar Manufacturing GmbH, a German subsidiary, and other subsidiaries of our Company who may in the future be designated as borrowers pursuant to the Credit Agreement) and several lenders. JPMorgan Chase Bank, N.A. and Bank of America served as Joint-Lead Arrangers and Bookrunners, with JPMorgan also acting as Administrative Agent. The Credit Agreement provides First Solar, Inc. and the Borrowing Subsidiaries with a senior secured three-year revolving credit facility in an aggregate available amount of $300.0million, a portion of which is available for letters of credit and swingline loans. Subject to certain conditions, we have the right to request an increase in the aggregate commitments under the Credit Facility up to $400.0million. In connection with the Credit Agreement, we also entered into a guarantee and collateral agreement and foreign security agreements. Borrowings under the Credit Agreement currently bear interest at (i)LIBOR (adjusted for eurocurrency reserve requirements) plus a margin of 2.75% or (ii)a base rate as defined in the Credit Agreement plus a margin of 1.75%, depending on the type of borrowing requested by us. These margins are subject to adjustments depending on our consolidated leverage ratio and the credit rating of the facility provided by Moodys Investors Service, Inc. and Standard and Poors Rating Services. At December26, 2009, we had no borrowings outstanding and $46.0million in letters of credit drawn on the revolving credit facility, leaving approximately $254.0million in capacity available under the revolving credit facility, $29.0million of which may be used for letters of credit. As of December26, 2009, based on applicable indices, the all-in effective three months LIBOR borrowing rate was 3.47%. In addition to paying interest on outstanding principal under the Credit Agreeme |
Commitments and Contingencies
Commitments and Contingencies | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Financial guarantees In the normal course of business, we occasionally enter into agreements with third parties under which we guarantee the performance of our subsidiaries related to certain service contracts, which may include services such as development, engineering, procurement of permits and equipment, construction management and monitoring and maintenance. These agreements meet the definition of a guarantee according to ASC 460, Guarantees. As of December26, 2009 and December27, 2008, none of these guarantees were material to our financial position. Loan guarantees In connection with the Malaysian Facility Agreement, First Solar, Inc. entered into a first demand guaranty agreement dated May6, 2008 in favor of IKB, NZD, NLB and the other lenders under the Malaysian Facility Agreement. FS Malaysias obligations related to the Malaysian Facility Agreement are guaranteed, on an unsecured basis, by First Solar Inc. pursuant to this guaranty agreement. See Note 13. Debt to our consolidated financial statements for additional information. In connection with our revolving credit facility, we entered into a guarantee and collateral agreement and various foreign security agreements. Loans made to First Solar Manufacturing GmbH (a borrowing subsidiary under the credit facility) are (i)guaranteed by First Solar, Inc. pursuant to the guarantee and collateral agreement, (ii)guaranteed by certain of First Solar, Inc.s direct and indirect subsidiaries organized under the laws of Germany, pursuant to a German guarantee agreement, (iii)secured by share pledge agreements, (iv) secured by a security interest in intercompany receivables held by First Solar Holdings GmbH, First Solar GmbH, and First Solar Manufacturing GmbH, pursuant to assignment agreements and (v)subject to a security trust agreement, which sets forth additional terms regarding the foregoing German security documents and arrangements. See Note 13. Debt to our consolidated financial statements for additional information. Commercial commitments During the year ended December26, 2009, we entered into 46 commercial commitments in the form of letters of credit related to our systems business in the amount of $41.6million; of which, $13.0million will expire between 2011 and 2015 and $28.6million has an initial expiration in 2010 and automatically extends for one year annually unless our counterparty elects not to extend the letter of credit beyond its then current expiration date. We also increased two of our previously held bank guarantees for energy supply agreements by MYR 5.6million ($1.6million at the balance sheet close rate on December26, 2009 of $0.29/MYR1.00), for a total commitment of MYR 11.8million ($3.4million at the balance sheet close rate on December26, 2009 of $0.29/MYR1.00). As of December26, 2009, we had an additional outstanding bank guarantee of MYR 3.0million dated September2008 for Malaysian custom and excise tax ($0.9million at the balance sheet close rate on December26, 2009 of $0.29/MYR1.00). Lease commitments We lease our corporate headquarters in Tempe, Arizona and administrative, business and |
Stockholders Equity
Stockholders Equity | |
12/28/2008 - 12/26/2009
USD / shares | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 15. Stockholders Equity Preferred stock We have authorized 30,000,000 shares of undesignated preferred stock, $0.001 par value, none of which was issued and outstanding at December26, 2009. Our board of directors is authorized to determine the rights, preferences and restrictions on any series of preferred stock that we may issue. Common stock We have authorized 500,000,000 shares of common stock, $0.001 par value, of which 85,208,199 shares were issued and outstanding at December26, 2009. Each share of common stock has the right to one vote. We have not declared or paid any dividends through December26, 2009. |
Share-Based Compensation
Share-Based Compensation | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 16. Share-Based Compensation We measure share-based compensation cost at the grant date based on the fair value of the award and recognize this cost as an expense over the grant recipients requisite service periods, in accordance with ASC 718, Compensation-Stock Compensation. The share-based compensation expense that we recognized in our consolidated statements of operations for the years ended December26, 2009, December27, 2008 and December29, 2007 was as follows (in thousands): 2009 2008 2007 Share-based compensation expense included in: Cost of sales $ 17,145 $ 12,216 $ 9,524 Research and development 8,230 5,967 4,719 Selling, general and administrative 61,904 38,926 23,393 Production start-up 1,466 1,835 1,430 Total share-based compensation expense $ 88,745 $ 58,944 $ 39,066 The increase in share-based compensation expense was primarily the result of new awards. The following table presents our share-based compensation expense by type of award for the years ended December26, 2009, December27, 2008 and December29, 2007 (in thousands): 2009 2008 2007 Stock options $ 14,552 $ 15,983 $ 25,153 Restricted stock units 71,130 42,418 13,977 Unrestricted stock 3,700 325 297 Net amount absorbed into inventory (637 ) 218 (361 ) Total share-based compensation expense $ 88,745 $ 58,944 $ 39,066 Share-based compensation cost capitalized in our inventory was $1.0million, $0.3million and $0.6million at December26, 2009, December27, 2008 and December29, 2007, respectively. As of December26, 2009, we had $3.4million of unrecognized share-based compensation cost related to unvested stock option awards, which we expect to recognize as an expense over a weighted-average period of approximately 0.8year, and $123.9million of unrecognized share-based compensation cost related to unvested restricted stock units, which we expect to recognize as an expense over a weighted-average period of approximately 1.9years. On April30, 2007, we modified 474,374 of our share options to change their vesting dates from August31, 2008 to August31, 2007 and 1,171,060 of our share options to change their vesting dates from August31, 2008 to January15, 2008. These modifications did not affect the fair value of these share options that we used to calculate our share-based compensation expense, but the modifications did shorten the requisite service period over which we recognized that compensation expense. The share-based compensation expense that we recognize in our results of operations is based on the number of awards expected to ultimately vest; therefore, the actual award amounts have been reduced for estimated forfeitures. ASC 718 requires us to estimate the number of awards that we expect to vest at the time the awards are granted and revise those estimates, if necessary, in subsequent periods. We estimate the number |
Benefit Plans
Benefit Plans | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Benefit Plans [Abstract] | |
Benefit Plans | Note 17. Benefit Plans We offer a 401(k) retirement savings plan into which all of our U.S. associates (our term for employees) can voluntarily contribute a portion of their annual salaries and wages, subject to legally prescribed dollar limits. Our contributions to our associates plan accounts are made at the discretion of our board of directors and are based on a percentage of the participating associates contributions. During 2008, we matched half of the first 8% of the compensation that our associates contributed to the 401(k) Plan. Effective January1, 2009, associate contributions were matched dollar-for-dollar up to the first 4%. Our contributions to the plans were $4.5 million, $2.0million and $0.6million for the years ended December26, 2009, December27, 2008 and December29, 2007, respectively. None of these benefit plans offered participants an option to invest in our common stock. In addition, effective fiscal 2008, we offered certain retirement savings plans to associates at our foreign subsidiaries in Europe. These plans are managed in accordance with applicable local statutes and practices and are defined contribution plans. Our contributions to these plans were $0.3million and $0.4million during the years ended December26, 2009 and December27, 2008, respectively. |
Income Taxes
Income Taxes | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Income Taxes [Abstract] | |
Income Taxes | Note 18. Income Taxes The components of our income tax expense (benefit)were as follows (in thousands): December 26, December 27, December 29, 2009 2008 2007 Current expense (benefit): Federal $ 20,872 $ 27,328 $ 25,163 State 123 1,312 828 Foreign 60,210 99,780 27,498 Total current expense (benefit) 81,205 128,420 53,489 Deferred expense (benefit): Federal (34,296 ) (14,388 ) (49,888 ) State (5,732 ) (163 ) (148 ) Foreign 4,999 1,577 (5,845 ) Total deferred expense (benefit) (35,029 ) (12,974 ) (55,881 ) Total income tax expense (benefit) $ 46,176 $ 115,446 $ (2,392 ) The current tax expense listed above does not reflect income tax benefits of $1.3million, $28.7million and $26.6million for the years ended December26, 2009, December27, 2008 and December29, 2007, respectively, related to excess tax deductions on share-based compensation because we recorded these benefits directly to additional paid-in capital, pursuant to ASC 740 and ASC 718. The U.S. and non-U.S. components of our income before income taxes were as follows (in thousands): December 26, December 27, December 29, 2009 2008 2007 U.S. (loss)income $ (25,588 ) $ 42,917 $ 72,976 Non-U.S. income 711,902 420,859 82,986 Income before income taxes $ 686,314 $ 463,776 $ 155,962 Our Malaysian subsidiary was granted a tax holiday for a period of 16.5years, originally set to begin on January1, 2009, which provides for an income tax exemption on 100% of statutory income provided that certain criteria are met. The net impact of this tax holiday was to increase our net earnings by $132.9million. In addition, we recognized an income tax benefit of $11.5million during the year ended December26, 2009, related to the Malaysian Governments granting of our request to pull forward the previously approved tax holiday by one year. Our income tax results differed from the amount computed by applying the U.S. statutory federal income tax rate of 35% to our income before income taxes for the following reasons (in thousands): December 26, December 27, December 29, 2009 2008 2007 Tax Percent Tax Percent Tax Percent Statutory income tax expense $ 240,210 35.0 % $ 162,322 35.0 % $ 54,587 35.0 % Economic development funding benefit 0.0 0.0 (3,122 ) (2.0 ) Non-deductible expenses 6,443 0.9 4,590 1.0 1,398 0.9 State tax, net of federal benefit (5,200 ) (0.8 ) (500 ) (0.1 ) 778 0.5 Effect of tax holiday (132,823 ) (19.2 ) (20,464 ) (4.4 ) 0.0 Pull forward of Malaysian tax |
Net Income per Share
Net Income per Share | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Net Income per Share [Abstract] | |
Net Income per Share | Note 19. Net Income per Share Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed giving effect to all potential dilutive common stock, including employee stock options and restricted stock units. The calculation of basic and diluted net income per share for the years ended December26, 2009, December27, 2008 and December29, 2007 was as follows (in thousands, except per share amounts): 2009 2008 2007 Basic net income per share Numerator: Net income $ 640,138 $ 348,330 $ 158,354 Denominator: Weighted-average common shares outstanding 83,500 80,178 74,701 Diluted net income per share Denominator: Weighted-average common shares outstanding 83,500 80,178 74,701 Effect of stock options , restricted stock units outstanding and contingent issuable shares 1,544 1,946 3,270 Weighted-average shares used in computing diluted net income per share 85,044 82,124 77,971 2009 2008 2007 Per share information basic: Net income per share $ 7.67 $ 4.34 $ 2.12 Per share information diluted Net income per share $ 7.53 $ 4.24 $ 2.03 The following number of outstanding employee stock options and restricted stock units were excluded from the computation of diluted net income per share for the years ended December26, 2009, December27, 2008 and December29, 2007 as they would have had an antidilutive effect (in thousands): 2009 2008 2007 Restricted stock units and options to purchase common stock 216 192 2,632 |
Comprehensive Income
Comprehensive Income (Loss) | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Comprehensive Income (Loss) [Abstract] | |
Comprehensive Income (Loss) | Note 20. Comprehensive Income (Loss) Comprehensive income, which includes foreign currency translation adjustments, unrealized gains and losses on derivative instruments designated and qualifying as cash flow hedges and unrealized gains and losses on available-for-sale securities, the impact of which has been excluded from net income and reflected as components of stockholders equity, was as follows for the years ended December26, 2009, December27, 2008 and December29, 2007 (in thousands): 2009 2008 2007 Net income $ 640,138 $ 348,330 $ 158,354 Foreign currency translation adjustments 13,303 (13,943 ) 5,116 Change in unrealized gain on marketable securities, net of tax of $(377) for 2009 1,689 234 28 Change in unrealized loss on derivative instruments, net of tax of $(65) for 2009 (167 ) (15,230 ) (1,648 ) Comprehensive income $ 654,963 $ 319,391 $ 161,850 Components of accumulated other comprehensive income (loss)at December26, 2009 and December 27, 2008 were as follows (in thousands): 2009 2008 Foreign currency translation adjustments $ 5,478 $ (7,825 ) Unrealized gain on marketable securities, net of tax of $520 for 2009 and $144 for 2008 1,951 262 Unrealized loss on derivative instruments, net of tax of $0 for 2009 and $65 for 2008 (17,025 ) (16,858 ) Accumulated other comprehensive loss $ (9,596 ) $ (24,421 ) |
Statement of Cash Flows
Statement of Cash Flows | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Statements of Cash Flows [Abstract] | |
Statement of Cash Flows | Note 21. Statement of Cash Flows The following table presents a reconciliation of net income to net cash provided by operating activities for the years ended December26, 2009, December27, 2008 and December29, 2007 (in thousands): 2009 2008 2007 Net income $ 640,138 $ 348,330 $ 158,354 Adjustments to reconcile net income to cash provided by (used in) operating activities: Depreciation and amortization 129,628 59,518 24,481 Impairment of intangible assets 1,335 Share-based compensation 88,744 58,944 38,965 Remeasurement of monetary assets and liabilities (2,696 ) 32 Deferred income taxes (35,043 ) (12,974 ) (55,881 ) Excess tax benefits from share-based compensation arrangements (4,892 ) (28,661 ) (30,196 ) Loss on disposal of property and equipment 1,118 993 321 Provision for doubtful accounts receivable 990 (5 ) Inventory reserve 2,548 34 Gain on sales of investments, net (110 ) (189 ) Other 1,566 Changes in operating assets and liabilities: Accounts receivable (122,185 ) (40,852 ) 10,975 Inventories (52,058 ) (84,762 ) (19,832 ) Project assets (12,546 ) Deferred project costs (35,960 ) 1,933 2,333 Prepaid expenses and other current assets 7,484 (47,988 ) (7,359 ) Costs and estimated earnings in excess of billings 56 (108 ) 28 Other assets (5,320 ) (4,935 ) (4,179 ) Billings in excess of costs and estimated earnings 10 (1,992 ) Accounts payable and accrued expenses 76,279 209,898 89,899 Total adjustments 35,055 114,737 47,597 Net cash provided by operating activities $ 675,193 $ 463,067 $ 205,951 |
Segment and Geographical Inform
Segment and Geographical Information | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Segment and Geographical Information [Abstract] | |
Segment and Geographical Information | Note 22. Segment and Geographical Information ASC 280, Segment Reporting, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas and major customers. The method of determining what information to report is based on the way that management organizes the operating segments within the company for making operating decisions and assessing financial performance. Our components segment is our principal business and involves the design, manufacture and sale of solar modules which convert sunlight into electricity. Customers of our components segment include project developers, system integrators and operators of renewable energy projects. Through our fully integrated systems business, we provide a complete PV solar power system, which includes project development, EPC services, OM services and, when required, project finance. Our systems segment sells solar power systems directly to investor owned utilities, independent power developers and producers, commercial and industrial companies, and other system owners who purchase completed solar power plants, EPC services and/or operation and maintenance services from us. Our Chief Operating Decision Maker consisting of senior executive staff views the sale of solar modules from the components segment as the core driver of our profitability, return on net assets and cash throughput, and as a result, we view our systems segment as an enabler to drive module throughput. Therefore, we operate our systems segment with the objective to achieve break-even results before income taxes. We include the sale of our solar modules manufactured by the components segment and installed in projects sold by our systems segment in net sales of our components business. Our systems segment does not currently meet the quantitative criteria for disclosure as a separate reporting segment, and therefore, we classify it in the Other category in the following tables. Reported net sales, gross profit, income before taxes and assets for the fiscal year ended December27, 2008, have been reclassified to conform to the revised presentation of segment information. Financial information about our segments was as follows (in thousands): Fiscal Year Ended Fiscal Year Ended December 26, 2009 December 27, 2008 Components Other Total Components Other Total Net sales $ 1,951,227 $ 114,973 $ 2,066,200 $ 1,195,803 $ 50,498 $ 1,246,301 Gross profit $ 1,023,211 $ 21,372 $ 1,044,583 $ 660,160 $ 18,233 $ 678,393 Income before income taxes $ 686,314 $ $ 686,314 $ 463,776 $ $ 463,776 Goodwill $ 251,275 $ 35,240 $ 286,515 $ $ 33,829 $ 33,829 Assets $ 3,027,703 $ 321,809 $ 3,349,512 $ 2,029,220 $ 85,282 $ 2,114,502 The following table presents net sales for the years ended December26, 2009, December27, 2008 and December29, 2007 by geographic region, which is based on the customer country of invoicing |
Concentrations of Credit and Ot
Concentrations of Credit and Other Risks | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Concentrations of Credit and Other Risks [Abstract] | |
Concentrations of Credit and Other Risks | Note 23. Concentrations of Credit and Other Risks Customer concentration. The following customers each comprised 10% or more of our total net sales during the years ended December26, 2009, December27, 2008 and December29, 2007 (dollars in thousands): 2009 2008 2007 Net Sales % of Total Net Sales % of Total Net Sales % of Total Customer #1 $ * * % $ 138,822 11.1 % $ 74,465 14.8 % Customer #2 $ * * % $ 135,232 10.9 % $ 51,989 10.3 % Customer #3 $ 264,744 12.8 % $ 143,857 11.5 % $ 76,669 15.2 % Customer #4 $ 356,068 17.2 % $ 231,557 18.6 % $ 113,664 22.6 % Customer #5 $ * * % $ 149,946 12.0 % $ 68,492 13.6 % Customer #6 $ * * % $ * * % $ 65,352 13.0 % Customer #7 $ 261,314 12.6 % $ * * % $ * * % * Net sales to these customers were less than 10% of our total net sales during this period. Credit risk. Financial instruments that potentially subject us to concentrations of credit risk are primarily cash, cash equivalents, investments, trade accounts receivable, interest rate swap agreements and derivative instruments. We place cash, cash equivalents and investments with high-credit quality institutions and limit the amount of credit risk from any one counterparty. As previously noted, our net sales are primarily concentrated among three customers. We monitor the financial condition of our customers and perform credit evaluations whenever deemed necessary. As of December26, 2009, we had received letters of credit from nine of our customers securing accounts receivable as required by our Long-Term Supply Contracts. Further, we amended certain of our customers long-term supply contracts to extend their payment terms from net 10days to net 45 days at the end of the first quarter of 2009. We have generally not required collateral for our sales on account. Geographic risk. Our solar modules are presently predominantly sold to our customers for use in solar power systems concentrated in a single geographic region, Germany. This concentration of our sales in one geographic region exposes us to local economic risks and local public policy and regulatory risk in Germany. Production. Our products include components that are available from a limited number of suppliers or sources. Shortages of essential components could occur due to interruptions of supply or increases in demand and could impair our ability to meet demand for our products. Our modules are presently produced in facilities in Perrysburg, Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia. Damage to or disruption of facilities could interrupt our business and impair our ability to generate sales. International operations. During 2009, we derived 93% of our net sales from sales outside our country of domicile, the United States. Therefore, our financial performance could be affected by events such as changes in foreign currency exchange rates, trade protection measures, lon |
Subsequent Events
Subsequent Events | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 24. Subsequent Events We have evaluated subsequent events through February19, 2010, the date that these financial statements were issued. On January8, 2010, we accepted an offer to lease 61 acres (25 hectares) of land adjacent to our existing solar module manufacturing plant in Malaysia. We expect to enter into a lease agreement for the land during the first quarter of our fiscal year 2010, and we plan to make a non-refundable deposit of an initial lease payment of MYR 3.4million ($1.0million at the balance sheet close rate on December26, 2009 of $0.29/MYR1.00) upon accepting the lease offer. During 2009, we applied for a federal renewable energy manufacturing tax credit in the amount of $16.3million that was enacted under the American Recovery and Reinvestment Act of 2009. The tax credit request relates to the recent expansion of our module manufacturing facility in Perrysburg, Ohio. On January7, 2010, the U.S. Department of the Treasury accepted our application and approved the $16.3 credit request, subject to additional administrative measures. No benefit was recorded in our financial results for the year ended December26, 2009 since the Treasurys approval did not occur until after the end of the fiscal year. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | |
12 Months Ended
Dec. 26, 2009 USD / shares | |
Valuation and Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | Schedule Of Valuation And Qualifying Accounts Disclosure SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December26, 2009, December27, 2008 and December29, 2007 Balance at Balance Beginning at End of Description of Year Additions Deductions Year (In thousands) Allowance for doubtful accounts receivable Year ended December29, 2007 $ 4 $ 5 $ (4 ) $ 5 Year ended December27, 2008 $ 5 $ 711 $ (716 ) $ Year ended December26, 2009 $ $ 6,990 $ (6,000 ) $ 990 Provision for inventory reserve Year ended December29, 2007 $ 11 $ 45 $ (11 ) $ 45 Year ended December27, 2008 $ 45 $ 2,548 $ (1,617 ) $ 976 Year ended December26, 2009 $ 976 $ $ (976 ) $ Valuation allowance against our deferred tax assets Year ended December29, 2007 $ 54,890 $ 596 $ (54,890 ) $ 596 Year ended December27, 2008 $ 596 $ 1,097 $ (596 ) $ 1,097 Year ended December26, 2009 $ 1,097 $ 2,093 $ $ 3,190 (3) Exhibits: See Item 15(b) below. (b)Exhibits: The exhibits listed on the accompanying Index to Exhibits on this Form 10-K are filed, or incorporated into this Form 10-K by reference. (c)Financial Statement Schedule: See Item 15(a) above. |