Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jun. 29, 2013 | Feb. 24, 2013 |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'GT Advanced Technologies Inc. | ' | ' |
Entity Central Index Key | '0001394954 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | $507.20 | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 135,339,360 |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $498,213 | $418,095 |
Restricted cash | 1,330 | ' |
Accounts receivable, net | 12,377 | 23,829 |
Inventories | 39,087 | 133,286 |
Deferred costs | 2,977 | 30,248 |
Vendor advances | 1,341 | 32,440 |
Deferred income taxes | 17,881 | 28,226 |
Refundable income taxes | 2,759 | 1,516 |
Prepaid expenses and other current assets | 7,003 | 9,168 |
Total current assets | 582,968 | 676,808 |
Restricted cash | 93,419 | ' |
Property, plant and equipment, net | 209,760 | 77,980 |
Intangible assets, net | 95,943 | 90,516 |
Goodwill | 54,279 | 48,021 |
Other assets | 150,912 | 111,343 |
Total assets | 1,187,281 | 1,004,668 |
Current liabilities: | ' | ' |
Current portion of long-term debt | ' | 7,250 |
Accounts payable | 77,303 | 44,848 |
Accrued expenses | 39,115 | 30,928 |
Contingent consideration | 234 | 4,901 |
Customer deposits | 38,995 | 111,777 |
Deferred revenue | 19,724 | 86,098 |
Accrued income taxes | 301 | 21,716 |
Total current liabilities | 175,672 | 307,518 |
Long-term debt | ' | 132,313 |
Prepayment obligation | 172,475 | ' |
Convertible notes | 283,914 | 157,440 |
Deferred income taxes | 23,448 | 24,459 |
Customer deposits | 55,598 | 71,340 |
Deferred revenue | 99,672 | 35,848 |
Contingent consideration | 15,173 | 5,414 |
Other non-current liabilities | 808 | 2,323 |
Accrued income taxes | 28,116 | 25,762 |
Total liabilities | 854,876 | 762,417 |
Commitments and contingencies (Note 15) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, 10,000 shares authorized, none issued and outstanding | ' | ' |
Common stock, $0.01 par value; 500,000 shares authorized, 134,463 and 119,293 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively | 1,345 | 1,193 |
Additional paid-in capital | 355,916 | 183,565 |
Accumulated other comprehensive income | 1,259 | 806 |
(Accumulated deficit) retained earnings | -26,115 | 56,687 |
Total stockholders' equity | 332,405 | 242,251 |
Total liabilities and stockholders' equity | $1,187,281 | $1,004,668 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ' | ' |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 500,000 | 500,000 |
Common stock, shares issued | 134,463 | 119,293 |
Common stock, shares outstanding | 134,463 | 119,293 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Consolidated Statements of Operations | ' | ' | ' |
Revenue | $379,646 | $298,967 | $955,705 |
Cost of revenue | 325,570 | 205,920 | 528,905 |
Gross profit | 54,076 | 93,047 | 426,800 |
Operating expenses: | ' | ' | ' |
Research and development | 55,401 | 83,006 | 49,872 |
Sales and marketing | 12,408 | 15,379 | 19,763 |
General and administrative | 44,362 | 68,967 | 64,117 |
Contingent consideration (income) expense | -9,492 | -1,119 | 4,458 |
Impairment of goodwill | 57,037 | ' | ' |
Restructuring charges and asset impairments | 33,441 | 6,868 | ' |
Amortization of intangible assets | 7,619 | 11,073 | 8,198 |
Total operating expenses | 200,776 | 184,174 | 146,408 |
(Loss) income from operations | -146,700 | -91,127 | 280,392 |
Other income (expense): | ' | ' | ' |
Interest income | 164 | 364 | 468 |
Interest expense | -8,556 | -31,832 | -12,980 |
Other, net | -950 | 117 | 2,058 |
(Loss) income before taxes | -156,042 | -122,478 | 269,938 |
(Benefit) provision for income taxes | -13,734 | -39,676 | 86,541 |
Net (loss) income | ($142,308) | ($82,802) | $183,397 |
Net (loss) income per share: | ' | ' | ' |
Basic (in dollars per share) | ($1.20) | ($0.68) | $1.48 |
Diluted (in dollars per share) | ($1.20) | ($0.68) | $1.45 |
Weighted-average number of shares used in per share calculations: | ' | ' | ' |
Basic (in shares) | 118,776 | 122,481 | 123,924 |
Diluted (in shares) | 118,776 | 122,481 | 126,051 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Consolidated Statements of Comprehensive (Loss) Income | ' | ' | ' |
Net (loss) income | ($142,308) | ($82,802) | $183,397 |
Other comprehensive income (loss), net of tax: | ' | ' | ' |
Change in fair value of cash flow hedging instruments, net of tax effect of $12, $(563) and $(1,429), respectively | 842 | -54 | 2,144 |
Foreign currency translation adjustments | 151 | 507 | 521 |
Other comprehensive income | 993 | 453 | 2,665 |
Comprehensive (loss) income | ($141,315) | ($82,349) | $186,062 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Consolidated Statements of Comprehensive (Loss) Income | ' | ' | ' |
Change in fair value of cash flow hedging instruments, tax effect | ($563) | $12 | ($1,429) |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholder's Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) |
In Thousands, unless otherwise specified | |||||
Balance at Apr. 02, 2011 | $201,940 | $1,257 | $123,338 | $80,197 | ($2,852) |
Balance (in shares) at Apr. 02, 2011 | ' | 125,683 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net income (loss) | 183,397 | ' | ' | 183,397 | ' |
Other comprehensive income | 2,665 | ' | ' | ' | 2,665 |
Option exercises and vesting of restricted stock units | 6,910 | 23 | 6,887 | ' | ' |
Option exercises and vesting of restricted stock units (in shares) | ' | 2,387 | ' | ' | ' |
Share-based compensation | 14,592 | ' | 14,592 | ' | ' |
Tax benefits (deficiency) from share-based award activity | 3,475 | ' | 3,475 | ' | ' |
Minimum tax withholdings payments for employee share-based awards | -3,082 | -3 | -3,079 | ' | ' |
Minimum tax withholding payments for employee share-based awards (in shares) | ' | -301 | ' | ' | ' |
Repurchase of common stock | -78,343 | -94 | -13,650 | -64,599 | ' |
Repurchase of common stock (in shares) | ' | -9,438 | ' | ' | ' |
Balance at Mar. 31, 2012 | 331,554 | 1,183 | 131,563 | 198,995 | -187 |
Balance (in shares) at Mar. 31, 2012 | ' | 118,331 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net income (loss) | -142,308 | ' | ' | -142,308 | ' |
Other comprehensive income | 993 | ' | ' | ' | 993 |
Option exercises and vesting of restricted stock units | 408 | 13 | 395 | ' | ' |
Option exercises and vesting of restricted stock units (in shares) | ' | 1,309 | ' | ' | ' |
Share-based compensation | 10,969 | ' | 10,969 | ' | ' |
Tax benefits (deficiency) from share-based award activity | -1,709 | ' | -1,709 | ' | ' |
Minimum tax withholdings payments for employee share-based awards | -1,538 | -3 | -1,535 | ' | ' |
Minimum tax withholding payments for employee share-based awards (in shares) | ' | -347 | ' | ' | ' |
Equity component of convertible debt, net of tax and issuance costs | 60,182 | ' | 60,182 | ' | ' |
Purchase of bond hedges | -57,923 | ' | -57,923 | ' | ' |
Proceeds from warrant transaction | 41,623 | ' | 41,623 | ' | ' |
Balance at Dec. 31, 2012 | 242,251 | 1,193 | 183,565 | 56,687 | 806 |
Balance (in shares) at Dec. 31, 2012 | 119,293 | 119,293 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net income (loss) | -82,802 | ' | ' | -82,802 | ' |
Other comprehensive income | 453 | ' | ' | ' | 453 |
Common stock issued for Thermal Technology acquisition (net of $46 of registration costs) | 14,417 | 33 | 14,384 | ' | ' |
Common stock issued for Thermal Technology acquisition (net of $46 of registration costs) (in shares) | ' | 3,356 | ' | ' | ' |
Common stock issued, net of issuance costs | 81,465 | 100 | 81,365 | ' | ' |
Common stock issued, net of issuance costs (in shares) | ' | 9,942 | ' | ' | ' |
Option exercises and vesting of restricted stock units | 2,028 | 24 | 2,004 | ' | ' |
Option exercises and vesting of restricted stock units (in shares) | ' | 2,354 | ' | ' | ' |
Share-based compensation | 18,090 | ' | 18,090 | ' | ' |
Tax benefits (deficiency) from share-based award activity | -584 | ' | -584 | ' | ' |
Minimum tax withholdings payments for employee share-based awards | -2,805 | -5 | -2,800 | ' | ' |
Minimum tax withholding payments for employee share-based awards (in shares) | ' | -482 | ' | ' | ' |
Equity component of convertible debt, net of tax and issuance costs | 59,892 | ' | 59,892 | ' | ' |
Balance at Dec. 31, 2013 | $332,405 | $1,345 | $355,916 | ($26,115) | $1,259 |
Balance (in shares) at Dec. 31, 2013 | 134,463 | 134,463 | ' | ' | ' |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholder's Equity (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Consolidated Statement of Stockholder's Equity | ' |
Common stock issued for Thermal Technology acquisition, registration costs | $46 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Cash flows from operating activities: | ' | ' | ' |
Net (loss) income | ($142,308) | ($82,802) | $183,397 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ' | ' | ' |
Amortization expense | 7,619 | 11,073 | 8,198 |
Depreciation expense | 15,100 | 19,237 | 9,650 |
Convertible notes discount amortization | 2,556 | 12,853 | ' |
Contingent consideration (income) expense | -12,883 | -1,119 | 2,271 |
Impairment of goodwill | 57,037 | ' | ' |
Asset impairments | 30,279 | 4,010 | ' |
Deferred income tax (benefit) expense | -49,297 | -32,432 | 8,486 |
Excess and obsolete inventory | 68,635 | 4,912 | 10,447 |
Write-down of vendor advances | 8,352 | ' | ' |
Share-based compensation expense | 11,005 | 18,680 | 14,727 |
Excess tax benefits from share-based awards | -117 | -1,107 | -3,651 |
Amortization of deferred financing costs | 1,066 | 6,823 | 9,594 |
Loss on disposal of assets | 3,849 | 4,148 | 1,231 |
Other adjustments, net | 937 | 1,019 | -2,369 |
Changes in operating assets and liabilities (excluding impact of acquired assets and assumed liabilities): | ' | ' | ' |
Restricted cash | ' | -1,330 | ' |
Accounts receivable | 41,468 | 12,065 | 20,206 |
Inventories | -43,122 | 9,264 | -75,778 |
Deferred costs | 46,360 | 25,166 | 154,073 |
Vendor advances | 27,357 | 29,077 | -68,561 |
Prepaid expenses and other assets | 385 | 1,086 | 5,496 |
Accounts payable and accrued expenses | 13,471 | -29,805 | -45,396 |
Customer deposits | -150,982 | -91,035 | 187,641 |
Deferred revenue | -74,214 | -59,201 | -249,357 |
Income taxes | -14,903 | -18,772 | 23,020 |
Refundable income taxes | ' | -1,243 | 20,264 |
Other, net | 872 | 329 | 4,084 |
Net cash (used) provided by operating activities | -151,478 | -159,104 | 217,673 |
Cash flows from investing activities: | ' | ' | ' |
Purchases and deposits on property, plant and equipment | -25,167 | -39,878 | -48,152 |
Advanced funding for capital purchases | ' | 131,581 | ' |
Acquisitions, net of acquired cash | -10,172 | ' | -60,428 |
Other investing activities | 163 | 71 | 597 |
Net cash provided (used) in investing activities | -35,176 | 91,774 | -107,983 |
Cash flows from financing activities: | ' | ' | ' |
Borrowings under credit facility | 70,000 | ' | 75,000 |
Principal payments under credit facility | -5,438 | -139,563 | -120,313 |
Proceeds from issuance of convertible notes | 220,000 | 214,000 | ' |
Cash paid for bond hedges | -57,923 | ' | ' |
Proceeds from issuance of warrants | 41,623 | ' | ' |
Proceeds from issuance of shares, net | ' | 81,632 | ' |
Proceeds and related excess tax benefits from exercise of share-based awards | 526 | 3,135 | 10,561 |
Payments of contingent consideration from business combinations | -4,475 | ' | -4,884 |
Payments related to share repurchases to satisfy statutory minimum tax withholdings | -1,538 | -2,805 | -3,082 |
Repurchase of common stock | ' | ' | -75,000 |
Deferred financing costs | -8,579 | -9,353 | -3,553 |
Other financing activities | -418 | -50 | -372 |
Net cash provided by (used in) financing activities | 253,778 | 146,996 | -121,643 |
Effect of foreign exchange rates on cash | 68 | 452 | 107 |
Increase (decrease) in cash and cash equivalents | 67,192 | 80,118 | -11,846 |
Cash and cash equivalents at beginning of period | 350,903 | 418,095 | 362,749 |
Cash and cash equivalents at end of period | 418,095 | 498,213 | 350,903 |
Supplemental cash flow information: | ' | ' | ' |
Cash paid for interest | 2,933 | 12,381 | 3,418 |
Cash paid for income taxes, net of refunds | 49,860 | 13,122 | 34,176 |
Non-cash investing and financing activities: | ' | ' | ' |
Increase (decrease) in accounts payable and accrued expenses ($60,800 at December 31, 2013) for property, plant and equipment | -10,020 | 59,635 | 8,421 |
Fair value of shares issued for Thermal Technology acquisition | ' | 14,463 | ' |
Contingent consideration obligations from acquisitions | 5,200 | 6,211 | 13,858 |
Property, plant and equipment acquired under capital lease | ' | ' | 1,021 |
Unpaid deferred financing fees | 193 | 549 | ' |
Restricted cash received from Apple | ' | 225,000 | ' |
Transfer of inventory to construction in process | ' | 71,764 | ' |
Fair value of Prepayment Obligation | ' | $170,866 | ' |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Consolidated Statements of Cash Flows | ' |
Accounts payable and accrued expenses for property, plant and equipment | $60,800 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2013 | |
Organization | ' |
Organization | ' |
1. Organization | |
GT Advanced Technologies Inc. is a diversified technology company producing advanced materials and equipment for the global consumer electronics, power electronics, solar and LED industries. Our products are designed to accelerate the adoption of advanced materials that improve performance and lower the cost of manufacturing. The Company operates through three business segments: the sapphire segment, the polysilicon segment and the photovoltaic, or PV segment. | |
The Company's principal products by business segment are: | |
Sapphire | |
• | |
Advanced sapphire crystallization furnaces (ASF ®) which are used to produce sapphire boules. These sapphire boules are used, following certain cutting and polishing processes, to make sapphire wafers, a substrate for manufacturing light emitting diodes (LEDs), as well as sapphire material for a wide range of other industrial and consumer applications including medical devices, dental, oil and gas, watch crystals, and specialty optical applications such as low absorption optical sapphire for advanced optics and Titanium-doped sapphire material for high power lasers. | |
• | |
Sapphire material manufactured using our ASF systems installed primarily at our leased Arizona facility. The Company also produces sapphire material at its production facility in Massachusetts which is sold directly to customers and used to make a variety of products for use in the LED and other specialty markets. | |
Polysilicon | |
• | |
Silicon Deposition Reactors (SDR™) and related equipment used to produce polysilicon, the key raw material used in silicon-based solar wafers and cells. | |
• | |
Hydrochlorination technology and equipment which is utilized to convert silicon tetrachloride into trichlorosilane (TCS), which is used as seed material in the manufacture of high purity silicon. | |
Photovoltaic | |
• | |
Directional solidification system (DSS™) furnaces and related equipment used to cast multicrystalline and MonoCast™ crystalline silicon ingots. These ingots are used to make photovoltaic (PV) solar wafers and cells. | |
The Company is headquartered in Merrimack, New Hampshire and sells its products worldwide. The Company also has locations in Nashua, New Hampshire; Salem, Massachusetts; Danvers, Massachusetts; Santa Rosa, California; San Jose, California; Santa Clara, California; Missoula, Montana; Hazelwood, Missouri; Mesa, Arizona; Shanghai, China; Hong Kong; Chupei City, Taiwan; and Bayreuth, Germany. | |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies | ' |
Significant Accounting Policies | ' |
2. Significant Accounting Policies | |
The accompanying consolidated financial statements reflect the application of certain significant accounting policies, as described in this note and elsewhere in these notes. | |
Fiscal Year End. On April 16, 2012, the board of directors of the Company voted to amend the Company's amended and restated by-laws to provide that the Company's fiscal year will end on December 31 of each year. Prior to this amendment, the Company's by-laws had provided that fiscal years ended on the Saturday closest to March 31st of each year. As a result of this change to the fiscal year end, the Company reported a nine-month transition period consisting of the period from April 1, 2012 to December 31, 2012, and the 2013 fiscal year began on January 1, 2013 and ended on December 31, 2013. | |
The Company will report interim quarters, other than fourth quarters which will always end on December 31, on a 13-week basis ending on the last Saturday within such period. The 2014 interim quarter ends will be March 29, June 28 and September 27. The interim quarter ends for the year ended December 31, 2013 were March 30, June 29 and September 28. | |
Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries, which include a variable interest entity of which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. | |
Foreign Currency Translation. For foreign subsidiaries where the functional currency is the local currency, assets and liabilities are translated into U.S. dollars at the current exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during each period. Translation adjustments for these subsidiaries are included in accumulated other comprehensive income. | |
For foreign subsidiaries where the functional currency is the U.S. dollar, monetary assets and liabilities are translated into U.S. dollars at the current exchange rate on the balance sheet date. Nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. Revenue and expense items are translated at average rates of exchange prevailing during each period. | |
Realized and unrealized foreign currency gains and losses arising from transactions denominated in currencies other than the subsidiary's functional currency are reflected in earnings. | |
For the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012, and the fiscal year ended March 31, 2012, net foreign currency transaction losses of $313, $1,194 and $1,866, respectively, are included in other, net, in the consolidated statements of operations. | |
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. Management evaluates estimates on an ongoing basis, including those related to revenue recognition, allowance for doubtful accounts, inventory valuation, deferred tax assets and liabilities, property and equipment, goodwill and other intangible assets, warranty obligations, contingent consideration, other contingencies and share-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the then current circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. | |
Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. | |
Restricted Cash. Restricted cash primarily represents cash received from Apple that have usage restrictions. In accordance with the Apple Prepayment Agreement, this cash is to be used exclusively to purchase components necessary for the manufacture of ASF systems and related equipment principally for use at the Arizona facility. For additional information, refer to Note 3 below. | |
Accounts Receivable and Allowance for Doubtful Accounts. The Company carries its accounts receivable at their face amounts less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances, credit conditions and a history of write-offs and collections. Where the Company is aware of a customer's inability to meet its financial obligations, it specifically reserves for the potential bad debt to reduce the net recognized receivable to the amount it reasonably believes will be collected. The Company's policy is generally not to charge interest on trade receivables after the invoice becomes past due. A receivable is considered past due if payments have not been received within agreed-upon invoice terms. Accounts are reviewed regularly for collectability and those deemed uncollectible are written off. The allowance for doubtful accounts was $1,575 and $3,103 as of December 31, 2013 and December 31, 2012, respectively. | |
Fair Value of Financial Instruments. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, long-term debt and prepayment obligation approximate their respective fair values due to their short-term maturities or market interest rates. Foreign currency derivatives are carried at fair value based on quoted market prices for financial instruments with similar characteristics. | |
Concentration of Credit Risk. Financial instruments that potentially subject the Company to significant concentration of credit risk would include its money market fund investments (categorized as cash and cash equivalents). The Company's policy is to invest only with high quality issuers and has policies limiting, among other things, the amount of credit exposure to any one issuer. As of December 31, 2013, the Company held its cash and cash equivalents in money market mutual funds, time deposits and deposit accounts with its financial institutions. | |
In addition, the Company has credit risk from (i) derivative financial instruments used in hedging activities and (ii) accounts receivable. The Company invests in a variety of financial instruments and limits the amount of financial exposure to any one financial institution. The Company has a comprehensive credit policy in place and exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. Credit risk is, in most cases, mitigated through collateral such as letter of credit, bank guarantees or payment terms like cash in advance. The credit risk from derivative financial instrument is described further under the following caption—Derivative Financial Instruments and Hedging Instruments. | |
Inventories. Inventories are stated at the lower of cost or market. The cost of inventory is determined using the first-in, first-out (FIFO) method. The Company records excess and obsolete inventory charges for both inventories on site as well as inventory at contract manufacturers and suppliers when the net realizable value exceeds the carrying amount. | |
The Company performs periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the Company, additional inventory write-downs may be required. | |
The Company classifies inventory that is expected to be on hand beyond one year or one operating cycle as non-current inventory and is included in other assets on the consolidated balance sheets. | |
Purchase Commitments and Vendor Advances. The Company enters into commitments to purchase material from various suppliers in the ordinary course of business. These commitments are entered into to satisfy the material requirements of a specific contract or the overall production plan and often require the Company to make payments in advance. The Company evaluates these advances for recoverability on a periodic basis and more frequently if indicators of asset impairment arise. | |
In the event the Company reschedules and/or cancels a portion of these commitments due to customer delivery delays, customer contract terminations or changes to its production plans, the Company may be liable for cancellation penalties or be required to purchase material in excess of its current expected demand. In such instances, the Company reviews the contractual terms of its purchase commitments and may seek to negotiate with the vendor to minimize any potential loss. In cases where the cancellation is the result of a customer contract termination or delay in customer delivery, the Company may seek to recover the costs incurred. For additional information refer to footnote 15, Commitments and Contingencies. | |
The Company accrues as cost of revenue, losses estimated on advances which are not considered recoverable because of a deterioration in the financial condition of the vendor or because the advances are expected to be forfeited as part of a planned order termination and any termination fees which may be paid to vendors when the Company terminates the contract in accordance with the contract terms. | |
Property, Plant and Equipment. Land, land improvements, leasehold improvements, buildings, manufacturing equipment and computer equipment are stated at cost. Depreciation is provided, primarily using the straight-line method, over estimated useful lives, ranging from 3 to 15 years for manufacturing equipment and furniture and fixtures, and up to 40 years for buildings. Leasehold improvements are capitalized and depreciated over the lesser of the useful life or the initial lease term. The Company capitalizes certain computer software and software development costs incurred in connection with developing our computer software for internal use. Capitalized software costs are included in property, plant and equipment, net, on the Company's consolidated balance sheet and depreciated on a straight-line basis over the estimated useful lives of the software. Expenditures for repairs and maintenance are charged to expenses as incurred. | |
The Company starts depreciating its assets when they are placed into service. An asset is considered to be placed into service when it is both in the location and condition for its intended use. | |
Intangibles and other Long-Lived Assets. The Company periodically assesses its intangible and other long-lived assets for impairment whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company recognizes an impairment loss for intangibles and other long-lived assets if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows. A long-lived asset or asset group that is held for use is required to be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. These lowest levels of cash flows are used in the calculation of whether or not the carrying amount of the long-lived asset is recoverable. Any such impairment loss is measured as the difference between the carrying amount and the fair value of the asset. | |
IPR&D. In-process research and development ("IPR&D") assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. IPR&D represents the fair value assigned to incomplete technologies that the Company acquires, which at the time of acquisition have not reached technological feasibility and have no alternative future use. A technology is considered to have an alternative future use if it is probable that the acquirer will use the asset in its incomplete state as it exists at the acquisition date, in another research and development project that has not yet commenced, and economic benefit is anticipated from that use. Substantial additional research and development may be required before any of the Company's IPR&D programs reach technological feasibility. Upon completion of the projects, the IPR&D assets will be amortized over their estimated useful lives. | |
The Company tests its indefinite-lived IPR&D assets for impairment on an annual basis, or more frequently if an impairment indicator is present, by comparing the fair value of each IPR&D asset to the carrying value for the asset. If the carrying value is greater than the fair value of the asset, the Company is required to write down the value of the IPR&D asset to its fair value. The Company will test its indefinite-lived IPR&D assets for potential impairment until the projects are completed or abandoned. | |
Goodwill. Goodwill represents the excess of the cost of acquired businesses over the fair value of identifiable net assets acquired. Goodwill is tested for impairment on an annual basis, as well as on an interim basis, as warranted, whenever events and changes in circumstances indicate there may be an impairment. Goodwill is evaluated at the reporting unit level and is attributable to the Company's PV and sapphire reporting units. To test for impairment, the Company compares the carrying value of the reporting unit to its fair value. If the reporting unit's carrying value exceeds its fair value, the Company would record an impairment loss to the extent that the carrying value of goodwill exceeds its implied fair value. | |
During the fiscal year ended December 31, 2013, the Company tested its goodwill for impairment as of September 29, 2013 and concluded there was no impairment of the carrying value of goodwill as of that date. | |
Warranty. The Company's polysilicon products are sold with a standard warranty typically for a period not exceeding twenty-four months from delivery. The Company's PV and sapphire equipment are generally sold with a standard warranty for a period equal to the shorter of: (i) twelve months from the date of acceptance by the customer; or (ii) fifteen months from the date of shipment. The warranty is typically provided on a repair or replacement basis and is not limited to products or parts manufactured by the Company. The Company's sapphire material products are generally sold with a standard warranty for a period not greater than thirty days, but may be for longer periods in certain circumstances (this does not reflect the warranty provisions pursuant to the agreement to supply sapphire material to Apple). The Company accrues an estimate of the future costs of meeting warranty obligations when products are shipped. The Company makes and revises this estimate based on the number of units under warranty and historical experience with warranty claims. | |
Derivative Financial Instruments and Hedging Agreements. The Company enters into forward foreign currency exchange contracts to hedge cash flow exposures from the impact of changes in foreign exchange rates. Such exposures result primarily from purchase orders for inventory and equipment that are denominated in currencies other than the U.S. dollar, primarily the Euro. These foreign forward currency exchange contracts are entered into to support purchases made in the normal course of business and to hedge operational risks, and accordingly, are not speculative in nature. The Company does not enter into any hedging arrangements for speculative purposes. The Company's hedges relate to anticipated transactions, are designated and documented at the inception of the respective hedges as cash flow hedges and are evaluated for effectiveness quarterly. | |
The Company records all derivative financial instruments in the consolidated financial statements in other current assets or accrued liabilities, depending on their net position, at fair value. Changes in the fair value of the derivative financial instruments are either recognized periodically in earnings or in stockholders' equity as a component of accumulated other comprehensive income ("AOCI") or loss depending on whether the derivative financial instrument qualifies for hedge accounting. The effective portion of any changes in the fair value of forward contracts that have been designated and qualify as cash flow hedges is recorded in AOCI until the hedged transaction occurs or the recognized currency transaction affects earnings. Once the hedged transaction occurs or the recognized currency transaction affects earnings, the effective portion of any related gains or losses on the cash flow hedge is reclassified from AOCI to earnings. Changes in fair values of derivatives not qualifying for hedge accounting are reported in earnings as they occur. The Company classifies the cash flows from hedging transactions in the same categories as the cash flows from the respective hedged items. | |
Hedge accounting is discontinued when it is determined that a derivative instrument is no longer an effective hedge. Any gains or losses that were AOCI from hedging a forecasted transaction no longer considered probable of occurring will be recognized immediately in current period earnings due to changes in expectations on the original forecasted transaction. | |
Derivative financial instruments involve, to a varying degree, elements of market and risk not recognized in consolidated financial statements. The market risk associated with these instruments resulting from currency exchange rate or interest rate movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. The counterparties to the agreements relating to the Company's foreign exchange instruments are major international financial institutions with high credit ratings. The Company does not believe that there is significant risk of nonperformance by the counterparties because the Company monitors the credit rating of such counterparties. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of the Company's exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of the counterparty to meet the terms of the contracts) are generally limited to the amounts, if any, by which the counterparty's obligations under the contracts exceed the obligations of the Company to the counterparty. | |
Convertible Senior Notes. The Company separately accounts for the liability and equity components of both its $220,000 aggregate principal of 3.00% convertible senior notes due 2017 issued on September 28, 2012 (the "2017 Notes") and its $214,000 aggregate principal of 3.00% convertible senior notes due 2020 issued on December 10, 2013 (the "2020 Notes"). The estimated fair value of the liability components are computed based on an assessment of the fair value of a similar debt instrument that does not include a conversion feature. The equity components, which represent the conversion features, are recognized as debt discounts and recorded in additional paid-in capital, represent the difference between the gross proceeds from the issuance of the notes and the estimated fair value of the liability components at the date of issuance. The debt discounts are amortized over the expected life of a similar debt instrument without the equity component. The effective interest rate used to amortize the debt discount is based on the Company's estimated non-convertible borrowing rate as of the date the notes were issued. | |
Income Taxes. The Company provides for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | |
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. All available positive and negative evidence is reviewed in making a determination. The evidence includes future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company determines that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded which would reduce the provision for income taxes. | |
The Company assesses its income tax positions and records tax benefits based upon management's evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. The Company classifies liabilities for uncertain tax positions as non-current liabilities unless the uncertainty is expected to be resolved within one year. The Company classifies charges for interest and penalties on uncertain tax positions as income tax expense. | |
The Company classifies tax benefits realized upon the exercise of stock options in excess of that which is associated with the expense recognized for financial reporting purposes, along with any deficiencies to the extent of prior period gains, within additional paid-in capital. The excess tax benefits realized from stock compensation deductions are presented as a financing cash inflow rather than as a reduction of income taxes paid in the consolidated statement of cash flows. | |
Share-Based Compensation. The Company grants stock options, restricted stock and restricted stock units at the discretion of the Board of Directors or a committee thereof, to certain employees, consultants and members of the Board of Directors. The Company's stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which generally represents the vesting period, and includes an estimate of the awards that will be forfeited. The Company uses the Black-Scholes valuation model for estimating the fair value on the date of grant of stock options, unless the awards are subject to market conditions, in which case the Company uses a binomial-lattice model (e.g. Monte Carlo simulation model). The Monte Carlo simulation model utilizes multiple inputs to estimate the probability that market conditions will be achieved. The fair value of stock option awards is affected by the Company's stock price as well as inputs, including the volatility of the Company's stock price, expected term of the option, risk-free interest rate and expected dividends. | |
Customer Deposits and Payment Terms. The Company's payment terms with equipment customers typically include a deposit which is recorded as customer deposits until such time as the products are shipped. The Company sometimes is requested by its equipment customers to issue letters of credit, in order to secure customer deposits. Generally, such a letter of credit expires upon shipment to the customer. In addition to cash deposits, customers are also generally required to either post a letter of credit at least equal to 90% of the value of the equipment prior to shipment. Upon shipment, the Company will invoice all but a final portion (typically 10%) for each product shipped with the remainder due upon customer acceptance. The Company's contracts with equipment customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained. The Company classifies customer deposits that are expected to be on hand beyond one year, or one operating cycle, as non-current in the consolidated balance sheets. | |
At December 31, 2013 and December 31, 2012, the Company had $1,330 and $33,540, respectively, of standby letters of credit outstanding representing primarily performance guarantees issued against customer deposits. These standby letters of credit have not been included in the consolidated financial statements and are cash collateralized. | |
Revenue Recognition. The majority of the Company's contracts involve the sale of equipment or materials and services under multiple element arrangements. The Company recognizes revenue when persuasive evidence of an arrangement exists, the sale price is fixed or determinable, collectability is reasonably assured through historical collection results and regular credit evaluations, and delivery has occurred and there are no uncertainties regarding customer acceptance. | |
The Company allocates revenue in an arrangement on the basis of the relative selling price of deliverables at the inception of the arrangement. When applying the relative selling price method, the selling price for each deliverable is determined using vendor-specific objective evidence of selling price ("VSOE"), if it exists, or third-party evidence of selling price ("TPE"). If neither VSOE nor TPE exists, then the Company uses its best estimate of the selling price ("ESP") for that deliverable. | |
The multiple-deliverable revenue guidance requires that the Company evaluate each deliverable in an arrangement to determine whether such deliverable would represent a separate unit of accounting. The product or service constitute a separate unit of accounting when it fulfills the following criteria: (a) the delivered item(s) has value to the customer on a standalone basis and (b) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. The Company's equipment sales arrangements typically do not include a general right of return and the majority of the Company's products and services qualify as separate units of accounting. | |
Prior to the adoption of ASU 2009-13 on April 3, 2011, the Company's products or services constitute separate units of accounting when it fulfilled the following criteria: (a) the delivered item(s) has value to the customer on a standalone basis, (b) there is objective and reliable evidence of the fair value of the undelivered item(s), and (c) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. Given the differences created in the pre ASU 2009-13 accounting model in comparison to the ASU 2009-13 accounting model, for transactions entered into prior to the adoption of ASU 2009-13, where objective evidence of fair value exists for all undelivered elements, but not delivered elements, the Company applies the residual method for recognizing revenue. If objective evidence of fair value does not exist for the undelivered elements of the arrangement, all revenue is deferred until such evidence does exist, or until all elements for which the Company does not have objective evidence of fair value are delivered, whichever is earlier assuming all other revenue recognition criteria are met. In certain arrangements, the Company provided customers with contractual rights that extend for a specific period of time. The Company considered these rights a separate element, for which objective evidence of fair value did not exist. Revenue for these arrangements is recognized ratably over the period commencing when all other elements had been delivered through the period when such rights expire. | |
The Company establishes VSOE based upon the price charged when the same element is sold separately or established by management having the relevant pricing authority. When VSOE exists, it is used to determine the selling price of a deliverable. Objective evidence of fair value for installation and training services is based upon the estimated time to complete the installation and training at the established fair value hourly rates that the Company charges for similar professional services on a stand-alone basis. The Company has not been able to establish VSOE for certain of its products and for certain of its services because the Company has not sold such products or services on a stand-alone basis. | |
When VSOE is not established, the Company attempts to establish the selling price of each element based on TPE. The Company's products and services differ from that of its competitors and therefore, comparable pricing of competitors' products and services with similar functionality generally cannot be obtained. Accordingly, the Company is generally not able to determine TPE for its products or services. | |
When the Company is unable to establish selling price using VSOE or TPE, the Company uses ESP in its allocation of arrangement consideration for the relevant deliverables. The objective of ESP is to determine the price at which the Company would transact a sale if a product or service was sold on a stand-alone basis. The Company determines ESP for its products and certain services by considering multiple factors including, but not limited to, overall market conditions, profit objectives and historical pricing practices for such deliverables. | |
The Company's ASF and DSS equipment contracts contain customer-specified acceptance provisions. Polysilicon reactors contracts do not contain customer-specified acceptance provisions, and are generally deemed to be contractually accepted at the time the reactor is initially delivered to the customer's facility. For arrangements containing products that the Company considers to be "established," revenue is recognized for the product deliverable upon delivery, assuming all other revenue recognition criteria are met. For arrangements containing products considered to be "new" or containing customer acceptance provisions that are deemed to be more than perfunctory, product revenue is recorded upon customer acceptance or at the time the product is determined to be "established". | |
Products are classified as "established" products if post-delivery acceptance provisions and the installation process have been determined to be routine and there is a demonstrated history of achieving the predetermined contractual objective specifications. | |
In determining when a "new" product is considered "established", the Company considers the following factors: (i) the stability of the product's technology, (ii) the test results of products prior to shipment, (iii) successful installations at customer's sites and (iv) the performance results once installed. The Company generally believes that the satisfaction of the first two criteria, coupled with the satisfaction of final two criteria for multiple product units in the facilities of at least three to five separate customers that, in each case, results in acceptance in accordance with the standard contract terms are necessary to support the conclusion that there are no uncertainties regarding customer acceptances of the standard objective specifications and therefore the installation process can be considered perfunctory. | |
SDR-400™ | |
During the three months ended June 29, 2013, the Company determined that it had obtained sufficient evidence that the SDR-400™, a product within the Polysilicon business unit, is an established product in accordance with the Company's revenue recognition policy, and accordingly, there is no longer uncertainty around meeting the requirements of customer acceptance conditions in agreements that contain the standard or demonstrated specifications of the SDR-400™. In concluding that the SDR-400™ is now an established product, the Company considered the stability of the product's technology, the ability to test the product prior to shipment, and the historical performance results of over 30 product installations at one of our customers' facilities. As a result of classifying the SDR-400™ an established product, the Company recognized revenue and gross profit of $148,935 and $58,907, in the twelve months ended December 31, 2013, from two customer arrangements that included SDR-400™'s, prior to formal customer acceptance of the products. Non-refundable payments received under these customer arrangements exceed the recognized revenue and were previously recorded as deferred revenue. The Company continues to report deferred revenue related to these arrangements for advance payments on other deliverables included in the arrangements. | |
The Company's contracts generally do not contain cancellation provisions. When a customer fails to perform its contractual obligations and such failure continues after notice of breach and a cure period the Company may terminate the contract and the customer may be liable for contractual damages. At the time of termination, the Company records as revenues any non-refundable deposits or deferred revenue amounts and records as cost of revenue any previously deferred cost as well as any related costs to terminate the contract including excess or obsolete inventory or unrecoverable vendor advances or other purchase commitment costs as a result of the termination. During the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012, and the fiscal year ended March 31, 2012, the Company recognized $19,256, $8,538 and $35,519 in revenue as a result of contract terminations, respectively. | |
Spare parts revenue is generally recognized upon shipment and services revenue is generally recognized as the services are provided. | |
The Company records reimbursable out-of-pocket expenses and shipping as both revenue and as a direct cost of revenue, as applicable. The Company records revenue net of applicable sales and value added taxes collected. Taxes collected from customers are recorded as part of accrued expenses on the consolidated balance sheet and are remitted to state and local taxing jurisdictions based on the filing requirements of each jurisdiction. | |
Deferred Revenue and Deferred Costs. Deferred revenue includes amounts that have been billed per the contractual terms but have not been recognized as revenue. Deferred costs represent direct costs related to deferred revenues and include the cost of manufactured or acquired inventory items, capitalized labor and related overhead for engineering services, and in certain cases shipping costs. The Company classifies as long-term the portion of deferred revenue and deferred costs that are expected to be recognized beyond one year, or one operating cycle, as non-current on the consolidated balance sheets. | |
Research and Development Costs. Research and development costs are expensed as incurred. | |
Business Combinations. The Company accounts for business combinations at fair value. All changes that do not qualify as measurement period adjustments are included in current period earnings. Significant judgment is required to determine the estimated fair value for assets and liabilities acquired and to assigning their respective useful lives. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management's estimates and assumptions, as well as other information compiled by management, including available historical information and valuations that utilize customary valuation procedures and techniques. | |
The Company generally employs the income method to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product life cycles, economic barriers to entry, a brand's relative market position and the discount rate applied to the cash flows, among others. | |
If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in the impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. | |
The consideration for our acquisitions often includes future payments that are contingent upon the occurrence of a particular event. We record a contingent consideration obligation for such contingent consideration payments at fair value on the acquisition date. We estimate the acquisition date fair value of contingent consideration obligations through valuation models that incorporate probability adjusted assumptions related to the achievement of the milestones and the likelihood of making related payments. Each period the Company revalues the contingent consideration obligations associated with the acquisition to fair value and records changes in the fair value as contingent consideration expense. Increases or decreases in the fair value of the contingent consideration obligations can result from changes in assumed discount periods and rates, changes in the assumed timing and amount of revenue and expense estimates and changes in assumed probability with respect to the attainment of certain financial and operational metrics, among others. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the amount of contingent consideration expense recorded in any given period. | |
Reclassifications. Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. Specifically, contingent consideration (income) expense of $(9,492) and $4,458 for the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, respectively, were previously included in general and administrative expense, but are now stated separately in the Company's consolidated statements of operations. In addition, construction in process assets of $2,812 as of December 31, 2012 were previously included within their corresponding asset categories within property, plant and equipment, but have been separately presented at December 31, 2013. For additional information, refer to Note 9. | |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Income Taxes (Topic 740): Presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance eliminates diversity in practice surrounding the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The new guidance requires entities to net an unrecognized tax benefit with a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if the carryforward would be used to settle additional tax due upon disallowance of a tax position. The amendment is effective for fiscal periods beginning after December 15, 2013 with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our financial statements. | |
Recently Adopted Accounting Pronouncements | |
Effective January 1, 2013, the Company adopted Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The guidance is intended to provide disclosure on items reclassified out of accumulated other comprehensive income either in the notes or parenthetically on the face of the income statement. The required disclosure is in Note 23 below. | |
Significant_Agreements
Significant Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Significant Agreements | ' |
Significant Agreements | ' |
3. Significant Agreements | |
On October 31, 2013, the Company and Apple Inc. ("Apple") entered into the MDSA, pursuant to which the Company will supply sapphire material ("supply deliverable") to Apple. The Company has granted Apple certain intellectual property rights in connection with its sapphire growth technologies and the right to purchase a license for certain other intellectual property of the Company. Pursuant to the terms of the MDSA, the Company granted exclusive rights to Apple under which it agreed to not sell sapphire material or related sapphire growth equipment for use in certain applications. Such exclusivity rights are considered to be a deliverable in the arrangement. While the MDSA specifies the Company's minimum and maximum supply commitments, Apple has no minimum purchase requirements under the terms of the MDSA. | |
On October 31, 2013, the Company also entered into a Prepayment Agreement with Apple pursuant to which the Company's wholly-owned subsidiary, GTAT Corp., will receive $578,000 (the "Prepayment Amount"), in four separate installments. The Prepayment Amount is to be used exclusively to purchase components necessary for the manufacture of ASF systems and related equipment principally for use at the Arizona facility leased from Apple. The ASF systems and related equipment will be used exclusively to supply sapphire material to Apple, subject to certain exceptions under which such sapphire can be provided to other parties. The Company is required to repay the Prepayment Amount ratably (on a quarterly basis) over a five year period ending in January 2020, either as a credit against amounts due from Apple purchases of sapphire goods under the MDSA or as a direct cash payment. The Prepayment Amount is non-interest bearing. The Company's obligation to repay the Prepayment Amount may be accelerated under certain circumstances, including if the Company does not meet certain financial metrics. The Company's obligations under the Prepayment Agreement are secured by (i) the assets held by GT Equipment Holdings LLC (see below) (a wholly-owned subsidiary of the Company and the legal owner of the ASF systems and related equipment used in the Arizona facility) and (ii) a pledge of all of the equity interests of GT Equipment Holdings LLC. Due to the debt-like characteristics of the Prepayment Amount, the Company determined the installments of the Prepayment Amount that it receives should be recorded as debt at fair value on the date each installment is received. The difference between the fair value of the debt and the Prepayment Amount proceeds received ("debt discount") is consideration under the MDSA and accounted for as deferred revenue. The debt discount is being amortized to interest expense over a 6-year period ending December 2019. The initial installment of $225,000 was received on November 15, 2013, and as of December 31, 2013, $172,475 is reflected within Prepayment Obligation and $54,133 is recorded as deferred revenue. The second installment of the Prepayment Amount was received in January 2014. | |
On October 31, 2013, the Company also entered into a lease agreement (the "Arizona Lease") with an affiliate of Apple in order to lease a facility in Mesa, Arizona that the Company will use for the purpose of manufacturing the sapphire material under the MDSA. The annual rent payable by the Company is below market and, in accordance with the Arizona Lease, the facility is being leased to the Company in phases. The Arizona Lease represents an operating lease with below market rental rates and therefore the Company has recorded a deferred rent asset (favorable lease asset) at fair value at the lease commencement date, with the offset recorded to deferred revenue. As of December 31, 2013, the lease term had commenced for approximately 6% of the facility and the Company has recorded a deferred rent asset of $2,480 that will be recognized as rent expense over the seven-year term of the Arizona Lease on a ratable basis. | |
The Company has determined the deliverables under the foregoing agreements with Apple should be accounted for under the multiple element arrangement guidance. The Company has identified three deliverables in the arrangement, namely, the supply deliverable (supply of sapphire material pursuant to the MDSA), the exclusivity deliverable (which represents the exclusivity rights granted to Apple), and the equipment lease deliverable (as described in the following sentence). The Company concluded that since it is remote that anyone other than Apple will take more than a minor amount of sapphire material output from the ASF systems and related equipment, and the price Apple will pay for the sapphire material output at the time of delivery is neither fixed per unit of output nor equal to the current market price per unit of output, the arrangement represents a lease of the equipment at the Arizona facility to Apple. The Company has estimated the selling price of each deliverable using its best estimate of the selling price ("ESP"). At December 31, 2013, the Company has allocated the deferred revenue from the Prepayment Amount and deferred rent asset of $56,651 to the three deliverables based on their relative selling prices. The arrangement consideration allocated to the supply deliverable will be recognized as revenue in proportion to the actual number of units of the sapphire material delivered compared to the total number of units of the sapphire material expected to be delivered over the term of the MDSA. The arrangement consideration allocated to the exclusivity provision will be recognized on a straight-line basis over the exclusivity period and the arrangement consideration allocated to the equipment lease deliverable will be recognized over the term of the MDSA. No revenue has been recognized for the year ended December 31, 2013. | |
In connection with the agreements entered into with Apple, the Company also established a wholly-owned subsidiary, GT Advanced Equipment Holding LLC (the "LLC"). This entity will be the legal owner of the ASF systems and related equipment that is being purchased with the Prepayment Amount and, as noted above, the assets of the LLC and the equity interests in the LLC secure the Company's obligations under the MDSA and the Prepayment Agreement. Upon the receipt of a prepayment installment, GTAT is required to loan the funds to the LLC for the purpose of purchasing components necessary for the manufacture of ASF systems and related equipment. The LLC will then lease the equipment back to GTAT for operating purposes. The payment obligation related to the loan of funds from GTAT to the LLC will be setoff against the payment obligation for the lease of equipment from the LLC to GTAT. | |
The Company evaluated the guidance within ASC 810, Consolidation, and concluded that the LLC is a variable interest entity ("VIE") due to the total equity investment at risk not being sufficient. In determining whether the Company is the primary beneficiary of the VIE (in this case the LLC), it applied a qualitative approach that determines whether it has both of the following characteristics: (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company determined that it has both of these characteristics and therefore, as the primary beneficiary, consolidates the LLC. | |
At December 31, 2013, the LLC has total assets of $218,760, comprised of restricted cash and vendor advances for the purchase of equipment and total liabilities of $218,748, related to funds loaned from GTAT. The restricted cash included in the LLC's total assets represents cash deposits received from Apple in relation to the Prepayment Agreement described above but not yet used to purchase components necessary for the manufacture of ASF systems and related equipment. In addition, GTAT is committed to transfer $144,989 of assets included in construction in process at December 31, 2013 to the LLC. | |
Acquisitions
Acquisitions | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Acquisitions | ' | ||||
Acquisitions | ' | ||||
4. Acquisitions | |||||
Acquisition of Certain Assets of Thermal Technology, LLC | |||||
On May 16, 2013, the Company acquired substantially all of the business of Thermal Technology, LLC, ("Thermal Technology"), a developer and seller of a wide range of high temperature thermal and vacuum products used in the fabrication of advanced materials that are deployed across multiple industries including LED, medical devices, oil and gas and automotive. This acquisition was achieved by the Company acquiring an entity to which certain assets and trade payables of Thermal Technology had been transferred immediately prior to the acquisition. The purchase consideration consisted of 3.4 million shares of the Company's common stock valued at an aggregate of $14,463 (as of the date of acquisition) and potential contingent consideration of $35,000 based upon meeting certain financial metrics. The final purchase price is subject to a net working capital adjustment, dependent upon the level of working capital at the acquisition date, that has not yet been finalized. The fair value of the contingent consideration was $6,211 at the date of acquisition. | |||||
The transaction has been accounted for as a business combination and the results are included in the Company's results of operations from May 16, 2013, the date of acquisition. The acquired business contributed revenues of $6,796 and a net loss of $5,387 to the consolidated results of the Company for the period from acquisition through December 31, 2013. The results of the acquired business are included in the Company's sapphire business reporting segment. | |||||
As of December 31, 2013, the purchase price (including the estimated contingent consideration) and related allocations for the acquisition are preliminary. The Company is currently in the process of investigating the facts and circumstances existing as of the acquisition date in order to finalize its valuation and establish the related tax basis. During the three months ended December 31, 2013 the Company identified a measurement period adjustment which resulted in a decrease to goodwill of $486 and a decrease to deferred tax liability of $486 from the respective balances as at September 28, 2013. These adjustments had no impact on the consolidated statement of operations or consolidated statement of cash flows. As a result of the preliminary purchase price allocation, the Company recognized $6,258 of goodwill, which is primarily due to the expected future cash flows from the operations of the Company with new production equipment options and the assembled workforce. The goodwill created by the transaction is nondeductible for tax purposes. A summary of the preliminary purchase price allocation for the acquisition of the Thermal Technology business is as follows: | |||||
Fair value of consideration transferred: | |||||
Common stock | $ | 14,463 | |||
Contingent consideration obligations | 6,211 | ||||
Preliminary estimate of net working capital adjustment | (735 | ) | |||
| | | | | |
Total fair value of consideration | $ | 19,939 | |||
| | | | | |
| | | | | |
Fair value of assets acquired and liabilities assumed: | |||||
Accounts receivable | $ | 1,008 | |||
Inventory | 7,861 | ||||
Property, plant and equipment | 1,700 | ||||
Deferred tax asset | 411 | ||||
Other assets | 439 | ||||
Intangible assets | 14,500 | ||||
Goodwill | 6,258 | ||||
Accounts payable and accrued expenses | (7,057 | ) | |||
Customer deposits | (2,509 | ) | |||
Deferred tax liability | (2,663 | ) | |||
Other current liabilities | (9 | ) | |||
| | | | | |
Total net assets acquired | $ | 19,939 | |||
| | | | | |
| | | | | |
The purchase consideration includes contingent consideration payable by the Company upon the attainment of certain financial targets annually through the period ending December 31, 2018. Specifically, the contingent consideration is based upon a portion of revenue achieved to 2018, subject to certain thresholds and a cap on total payments. The Company determined the fair value of the contingent consideration obligations based on a probability-weighted income approach derived from future revenue estimates. The undiscounted range of outcomes that the Company used to value the contingent consideration arrangement was between $7,507 and $20,205. During the fiscal year ended December 31, 2013, the Company recorded contingent consideration income of $3,847, related to the reduction in the fair value of the liability from the acquisition date. | |||||
The $14,500 of acquired intangible assets is comprised of technology of $11,300 and customer relationships of $3,200, with weighted average amortization periods of 8.2 years and 7 years, respectively. | |||||
The Company incurred transaction costs of $1,188, which consisted primarily of advisory services and due diligence. These costs have been recorded as general and administrative expense for the fiscal year ended December 31, 2013. The acquisition of Thermal Technology's business did not have a material effect on the Company's results of operations. Pro forma results of operations have not been presented due to the immaterial impact the amounts would have had on the Company's historical results of operations. | |||||
Acquisition of Certain Assets of Twin Creeks Technologies, Inc. | |||||
On November 8, 2012, the Company acquired certain assets and intellectual property of Twin Creeks Technologies, Inc. ("Twin Creeks"), a privately owned company involved in the development of an ion implanter technology, which the Company refers to as the Hyperion ion implanter. The assets were purchased from Twin Creeks' lenders in a private sale for total consideration with a fair value of $15,372. The purchase consideration consisted of $10,172 in cash and a potential additional $40,000 of contingent consideration. The fair value of the contingent consideration was estimated at $5,200 at the date of acquisition. | |||||
The acquisition of these select assets, including the associated in-process research and development, is intended to have a broad application in the production of engineered substrates for power semiconductors, uses within the sapphire and LED industries and thin wafers for solar applications and certain other potential applications. In addition, the Company expects to pursue the development of thin sapphire laminates for use in certain other applications. | |||||
The transaction has been accounted for as a business combination and is included in the Company's results of operations from the acquisition date of November 8, 2012. The acquired assets did not contribute revenues from the acquisition date to December 31, 2013. The goodwill created by the transaction is expected to be deductible for tax purposes. The results of the acquired assets, including goodwill, are included in the Company's PV and sapphire segments. | |||||
As of December 31, 2013, the valuation of acquired assets, and assumed liabilities is final. Based on new information gathered about facts and circumstances that existed as of the acquisition date related to the valuation of certain acquired assets and assumed liabilities, the Company updated the preliminary valuations of assets acquired during the three months ended March 30, 2013 which resulted in an increase to goodwill of $2,000 and a decrease to deferred tax assets of $2,000 as reflected in the table below. The adjustments have been retrospectively applied to the December 31, 2012 balance sheet. These adjustments had no impact on the statement of operations or statement of cash flows. A summary of the purchase price allocation for the acquisition of certain assets and assumed liabilities of Twin Creeks is as follows: | |||||
Fair value of consideration transferred: | |||||
Cash | $ | 10,172 | |||
Contingent consideration obligations | 5,200 | ||||
| | | | | |
Total fair value of consideration | $ | 15,372 | |||
| | | | | |
| | | | | |
Fair value of assets acquired and liabilities assumed: | |||||
Property, plant and equipment | $ | 1,529 | |||
Other assets | 23 | ||||
In-process research and development | 12,300 | ||||
Goodwill | 2,907 | ||||
Accounts payable | (1,362 | ) | |||
Other current liabilities | (25 | ) | |||
| | | | | |
Total net assets acquired | $ | 15,372 | |||
| | | | | |
| | | | | |
The purchase consideration includes contingent consideration payable by the Company in the form of a 5% royalty on net sales of hydrogen ion implantation systems, related equipment, parts and accessories and materials made from hydrogen ion implantation systems and 50% of royalties from any sub-licenses granted by the Company of the underlying IP acquired. The royalty payment is subject to the Company's right to set-off up to $6,000 for infringement claims brought by third-parties related to the IP acquired. The royalty amount payable is capped at the earlier of $40,000 of royalties or the 15-year term of the license agreement. The Company determined the fair value of the contingent consideration obligations based on a probability-weighted income approach derived from financial performance estimates and probability assessments of the future revenue. The weighted-average undiscounted probable outcome that the Company used to value the contingent consideration arrangement was $27,562. During the fiscal year ended December 31, 2013, the Company recorded contingent consideration expense related to this transaction of $7,544. | |||||
Intangible assets are composed of the estimated fair value of acquired in-process research and development ("IPR&D") related Hyperion™ ion implanter technology. At the date of acquisition, Hyperion™ ion implanter technology had not reached commercial technological feasibility nor had an alternative future use and is therefore considered to be IPR&D. The estimated fair value was determined using a probability-weighted income approach, which discounts expected future cash flows to present value. The projected cash flows from the Hyperion™ tool were based on certain key assumptions, including estimates of future revenue and expenses and taking into account the stage of development of the technology at the acquisition date, the time and resources needed to complete development. The Company used a discount rate of 28% and cash flows that have been probability-adjusted to reflect the risks of product commercialization, which the Company believes are appropriate and representative of market participant assumptions. This discount rate used is comparable to the estimated internal rate of return on Twin Creeks operations and represents the rate that market participants would use to value the intangible assets. | |||||
The major risks and uncertainties associated with the timely and successful completion of development include the Company's ability to demonstrate technological feasibility of the product and to successfully complete these tasks within forecasted costs. Consequently, the eventual realized value of the acquired IPR&D may vary from its estimated fair value at the date of acquisition. | |||||
The acquisition of certain assets of Twin Creeks did not have a material effect on the Company's results of operations. Pro forma results of operations have not been presented due to the immaterial nature of these amounts. | |||||
Acquisition of Confluence Solar, Inc. | |||||
On August 24, 2011, the Company acquired 100% of the outstanding shares of stock of privately-held Confluence Solar, Inc. ("Confluence Solar") the developer of HiCz™, a continuously-fed Czochralski (HiCz™) growth technology, that enables the production of high efficiency monocrystalline solar ingots. The purchase consideration consisted of $61,090 in cash and a potential additional $20,000 of contingent consideration. The fair value of the contingent consideration was estimated at $13,858 at the date of acquisition. During the fiscal year ended March 31, 2012, the Company recorded a purchase price adjustment resulting in a reduction in the fair value of consideration by $511. | |||||
The acquisition of Confluence Solar is intended to expand the Company's photovoltaic, or PV, product portfolio and expand its business into more advanced crystal growth technologies that are designed to increase cell efficiencies and enable customers to produce high-performance monocrystalline silicon ingots at lower costs. | |||||
The transaction has been accounted for as a business combination and is included in the Company's results of operations from August 24, 2011, the date of acquisition. The acquired business did not contribute material revenues from the acquisition date to March 31, 2012. The results of the acquired business are included in the Company's PV business reporting segment. | |||||
The Company recognized $17,346 of goodwill, which is primarily due to expected synergies between the Company's experience in equipment development and the acquired technology which is expected to drive new product development. The goodwill created by the transaction is nondeductible for tax purposes. A summary of the purchase price allocation for the acquisition of Confluence Solar is as follows: | |||||
Fair value of consideration transferred: | |||||
Cash | $ | 61,090 | |||
Contingent consideration obligations | 13,858 | ||||
Purchase price adjustment | (511 | ) | |||
| | | | | |
Total fair value of consideration | $ | 74,437 | |||
| | | | | |
| | | | | |
Fair value of assets acquired and liabilities assumed: | |||||
Cash | $ | 151 | |||
Inventories | 320 | ||||
Prepaid expenses and other assets | 1,080 | ||||
Property, plant and equipment | 6,616 | ||||
Intangible assets | 71,850 | ||||
Deferred tax assets | 13,570 | ||||
Goodwill | 17,346 | ||||
Accounts payable | (3,627 | ) | |||
Accrued expenses and other non-current liabilities | (452 | ) | |||
Customer deposits | (2,000 | ) | |||
Capital lease liability | (735 | ) | |||
Deferred tax liabilities | (29,682 | ) | |||
| | | | | |
Total net assets acquired | $ | 74,437 | |||
| | | | | |
| | | | | |
The purchase consideration included contingent consideration payable by the Company upon the attainment of a financial target, an operational target and technical targets through the period ending June 30, 2013. Specifically, the contingent consideration was based upon the achievement of (i) a certain revenue target during the period from September 1, 2011 through March 31, 2013, (ii) operational target related to the commissioning of a certain number of monocrystalline ingot pullers by August 31, 2012, (iii) demonstration of certain technical processes related to Czochralski growth processes by June 30, 2013 and (iv) achievement of technical acceptance and commercial delivery on volume orders of certain materials by September 30, 2012. The Company determined the fair value of the contingent consideration obligations based on a probability-weighted income approach derived from financial performance estimates and probability assessments of the attainment of the technical and operational targets. The undiscounted probable outcome that the Company initially used to value the contingent consideration arrangement was $15,000. | |||||
During the fiscal year ended December 31, 2013, based on the failure to satisfy certain operational and technical targets by the contractual target dates, the Company determined that that the earn-out opportunities related to these targets were not achieved and the Company recognized a total decrease in the fair value of contingent consideration of $(4,816) as contingent consideration income. | |||||
The $71,850 of acquired intangible assets is comprised of technology of $66,200, customer relationships of $950 and trademarks of $4,700, with weighted average amortization periods of 10 years, 3 years and 10 years, respectively. | |||||
The acquisition of Confluence Solar did not have a material impact on the Company's results of operations. Pro forma results of operations have not been presented due to the immaterial nature of those amounts. | |||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||
5. Goodwill and Intangible Assets | ||||||||||||||||||||||
The following table contains the change in the Company's goodwill during the fiscal year ended December 31, 2013: | ||||||||||||||||||||||
Photovoltaic | Sapphire | Total | ||||||||||||||||||||
Business | Business | |||||||||||||||||||||
Balance as of December 31, 2012 | ||||||||||||||||||||||
Goodwill | $ | 61,399 | $ | 43,659 | $ | 105,058 | ||||||||||||||||
Accumulated impairment losses | (57,037 | ) | — | (57,037 | ) | |||||||||||||||||
| | | | | | | | | | | ||||||||||||
4,362 | 43,659 | 48,021 | ||||||||||||||||||||
Acquisition of Thermal Technology | — | 6,258 | 6,258 | |||||||||||||||||||
Balance as of December 31, 2013 | ||||||||||||||||||||||
Goodwill | 61,399 | 49,917 | 111,316 | |||||||||||||||||||
Accumulated impairment losses | (57,037 | ) | — | (57,037 | ) | |||||||||||||||||
| | | | | | | | | | | ||||||||||||
$ | 4,362 | $ | 49,917 | $ | 54,279 | |||||||||||||||||
| | | | | | | | | | | ||||||||||||
| | | | | | | | | | | ||||||||||||
Goodwill is not amortized, but is reviewed for impairment annually as of the first day of the fourth quarter of each fiscal year and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends, restructuring actions and projections of future results. | ||||||||||||||||||||||
The Company conducted its annual goodwill test for each of its reporting units as of September 29, 2013. The results of the first step of the impairment test indicated that goodwill for each reporting unit was not impaired as of September 29, 2013. | ||||||||||||||||||||||
Intangible assets at December 31, 2013 and December 31, 2012 consisted of the following: | ||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Average | ||||||||||||||||||||||
Amortization | ||||||||||||||||||||||
Period | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||||||||
Finite-lived intangible assets | ||||||||||||||||||||||
Photovoltaic: | ||||||||||||||||||||||
Technology | 9.5 years | $ | 74,200 | $ | 21,694 | $ | 52,506 | $ | 72,200 | $ | 14,951 | $ | 57,249 | |||||||||
Trade names / Trademarks | 8.6 years | 7,100 | 3,506 | 3,594 | 7,100 | 3,036 | 4,064 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Subtotal: | 81,300 | 25,200 | 56,100 | 79,300 | 17,987 | 61,313 | ||||||||||||||||
Polysilicon: | ||||||||||||||||||||||
Technology | 2.6 years | 1,500 | 1,500 | — | 1,500 | 1,500 | — | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Subtotal: | 1,500 | 1,500 | — | 1,500 | 1,500 | — | ||||||||||||||||
Sapphire: | ||||||||||||||||||||||
Customer relationships | 6.4 years | 7,300 | 2,616 | 4,684 | 4,100 | 1,651 | 2,449 | |||||||||||||||
Technology | 9.3 years | 28,600 | 6,760 | 21,840 | 17,300 | 4,181 | 13,119 | |||||||||||||||
Order backlog | 1.2 years | 500 | 500 | — | 500 | 500 | — | |||||||||||||||
Trade names | 8.0 years | 1,100 | 470 | 630 | 1,100 | 332 | 768 | |||||||||||||||
Non-compete agreements | 5.8 years | 1,000 | 611 | 389 | 1,000 | 433 | 567 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Subtotal: | 38,500 | 10,957 | 27,543 | 24,000 | 7,097 | 16,903 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Total finite-lived intangible assets | 121,300 | 37,657 | 83,643 | 104,800 | 26,584 | 78,216 | ||||||||||||||||
Indefinite-lived intangible assets | ||||||||||||||||||||||
In-process research and development | 12,300 | — | 12,300 | 12,300 | — | 12,300 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Total intangible assets | $ | 133,600 | $ | 37,657 | $ | 95,943 | $ | 117,100 | $ | 26,584 | $ | 90,516 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Amortization expense for intangible assets was $11,073, $7,619 and $8,198, for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, respectively. Amortization expense of the Sapphire Technology intangible assets of approximately $2,579, $1,298 and $1,730 for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, respectively, is separately presented in the statement of operations and no portion has been included in cost of sales. | ||||||||||||||||||||||
The weighted average remaining amortization periods for the (i) photovoltaic, (ii) polysilicon and (ii) sapphire intangibles were 6.9, 0 and 6.2 years, respectively, as of December 31, 2013. As of December 31, 2013, the estimated future amortization expense for the Company's intangible assets is as follows: | ||||||||||||||||||||||
Year Ending December 31, | Amortization | |||||||||||||||||||||
Expense | ||||||||||||||||||||||
2014 | $ | 11,881 | ||||||||||||||||||||
2015 | 11,852 | |||||||||||||||||||||
2016 | 11,519 | |||||||||||||||||||||
2017 | 11,052 | |||||||||||||||||||||
2018 | 10,990 | |||||||||||||||||||||
Thereafter | 26,349 |
Customer_Concentrations
Customer Concentrations | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Customer Concentrations | ' | |||||||||||||||||||||||||||||||
Customer Concentrations | ' | |||||||||||||||||||||||||||||||
6. Customer Concentrations | ||||||||||||||||||||||||||||||||
The following customers comprised 10% or more of the Company's total accounts receivable or revenues as of or for the periods indicated: | ||||||||||||||||||||||||||||||||
As of | ||||||||||||||||||||||||||||||||
Fiscal Year | Nine-Month | |||||||||||||||||||||||||||||||
Ended | Period Ended | |||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||
2013 | 2012 | Fiscal Year | December 31, | December 31, | ||||||||||||||||||||||||||||
Ended | 2013 | 2012 | ||||||||||||||||||||||||||||||
31-Mar-12 | ||||||||||||||||||||||||||||||||
Revenue | % of | Revenue | % of | Revenue | % of | Accounts | % of | Accounts | % of | |||||||||||||||||||||||
Total | Total | Total | Receivable | Total | Receivable | Total | ||||||||||||||||||||||||||
Photovoltaic Customers | ||||||||||||||||||||||||||||||||
Customer #1 | * | * | * | * | * | * | $ | 5,543 | 45% | * | * | |||||||||||||||||||||
Customer #2 | * | * | * | * | * | * | * | * | $ | 2,478 | 10% | |||||||||||||||||||||
Polysilicon Customers | ||||||||||||||||||||||||||||||||
Customer #3 | $ | 109,216 | 37% | * | * | * | * | * | * | * | * | |||||||||||||||||||||
Customer #4 | 45,268 | 15% | * | * | * | * | * | * | 9,085 | 38% | ||||||||||||||||||||||
Customer #5 | 34,915 | 12% | * | * | * | * | * | * | * | * | ||||||||||||||||||||||
Customer #6(1) | * | * | $ | 129,894 | 34% | $ | 187,336 | 20% | * | * | * | * | ||||||||||||||||||||
Customer #7 | * | * | 78,226 | 21% | * | * | * | * | * | * | ||||||||||||||||||||||
Customer #8 | * | * | 49,055 | 13% | * | * | * | * | 3,248 | 14% | ||||||||||||||||||||||
* | ||||||||||||||||||||||||||||||||
Amounts from these customers were less than 10% of the total as of or for the respective period. | ||||||||||||||||||||||||||||||||
-1 | ||||||||||||||||||||||||||||||||
Total revenue recognized from this customer for the nine-month period ended December 31, 2012 was $130,912, or 34% of total revenue and $223,723 or 23% of total revenue for the fiscal year ended March 31, 2012. Not included in the table above for the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012 is $1,018, or less than 1%, and $36,387, or 4%, respectively, of total revenue recognized for those periods for sales to this customer that have been included in the sapphire business. | ||||||||||||||||||||||||||||||||
The Company requires most of its customers to either post letters of credit or make advance payments of a portion of the selling price prior to delivery. Approximately $8,391 (or 68%) and $16,557 (or 69%) of total accounts receivable as of December 31, 2013 and December 31, 2012, respectively, were secured by letters of credit. | ||||||||||||||||||||||||||||||||
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventories | ' | |||||||
Inventories | ' | |||||||
7. Inventories | ||||||||
Inventories consisted of the following: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 29,704 | $ | 97,957 | ||||
Work-in-process | 6,941 | 5,100 | ||||||
Finished goods | 2,442 | 30,229 | ||||||
| | | | | | | | |
$ | 39,087 | $ | 133,286 | |||||
| | | | | | | | |
| | | | | | | | |
During the fiscal year ended December 31, 2013 and the nine-month period ended December 31, 2012 the Company recorded write-downs of inventories of $4,912 and $68,635, respectively. The writedowns in the fiscal year ended December 31, 2013 were comprised of $401 of inventory in our PV business, $4,491 of inventory in our sapphire business and $20 of inventory in our polysilicon business while the writedowns in the nine-month period ended December 31, 2012 were comprised of $63,123 of inventory in our PV business, $5,169 of inventory in our sapphire business and $343 of inventory in our polysilicon business. | ||||||||
In the fourth quarter of fiscal 2013, in connection with the Apple agreements, the Company determined $71,764 that was previously reported as inventory would be moved to the Arizona facility to be used exclusively in the manufacture of ASF systems and related equipment to be used to supply sapphire material to Apple and therefore the Company has reclassified this inventory to construction in process within property, plant and equipment. | ||||||||
Other_Assets
Other Assets | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Assets | ' | |||||||
Other Assets | ' | |||||||
8. Other Assets | ||||||||
Other assets consisted of the following: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Inventory | $ | 50,010 | $ | 33,834 | ||||
Vendor advances | 37,702 | 20,664 | ||||||
Deferred financing fees | 8,058 | 8,787 | ||||||
Deferred income taxes | 18,872 | 15,424 | ||||||
Deferred costs | 26,528 | 24,423 | ||||||
Deferred rent asset | 2,048 | — | ||||||
Other | 7,694 | 8,211 | ||||||
| | | | | | | | |
$ | 150,912 | $ | 111,343 | |||||
| | | | | | | | |
| | | | | | | | |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment | ' | |||||||||
Property, Plant and Equipment | ' | |||||||||
9. Property, Plant and Equipment | ||||||||||
Property, plant and equipment, net consisted of the following: | ||||||||||
Estimated Useful Life | December 31, 2013 | December 31, 2012 | ||||||||
Leasehold improvements | Lesser of useful life or | $ | 22,693 | $ | 21,339 | |||||
initial lease term | ||||||||||
Land | — | 1,074 | 1,074 | |||||||
Land improvements | 15 years | 326 | 326 | |||||||
Building | 40 years | 17,606 | 17,327 | |||||||
Machinery and equipment | 3 to 7 years | 53,153 | 52,120 | |||||||
Computer equipment and software | 3 to 5 years | 11,451 | 11,296 | |||||||
Furniture and fixtures | 5 to 7 years | 2,749 | 2,597 | |||||||
Construction in process | — | 146,092 | 2,812 | |||||||
| | | | | | | | | | |
255,144 | 108,891 | |||||||||
Less accumulated depreciation | (45,384 | ) | (30,911 | ) | ||||||
| | | | | | | | | | |
$ | 209,760 | $ | 77,980 | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
Fixed asset impairment charges of $1,018 were recorded in connection with the October 2012 restructuring plan adopted during the nine-month period ended December 31, 2012. In connection with the idling of the Hazelwood facility, the Company recorded impairment charges of $4,010 and $27,769 to write-down certain long-lived assets, primarily leasehold improvements and machinery and equipment during the fiscal year ended December 31, 2013 and the nine-month period ended December 31, 2012, respectively. Please refer to Note 12, Restructuring Charges and Asset Impairments for additional information. | ||||||||||
Depreciation expense for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, was $19,237, $15,100 and $9,650, respectively. | ||||||||||
In the fourth quarter of fiscal 2013, in connection with the Apple agreements, the Company determined $71,764 that was previously reported as inventory would be moved to the Arizona facility to be used exclusively in the manufacture of ASF systems and related equipment to be used to supply sapphire material to Apple and therefore the Company has reclassified this inventory to construction in process within property, plant and equipment. | ||||||||||
Software costs incurred as part of an enterprise resource systems project of $404 were capitalized during the nine-month period ended December 31, 2012. The capitalized interest expense for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012 was $142, $188 and $189, respectively. | ||||||||||
Warranty_and_Qualifying_Accoun
Warranty and Qualifying Accounts | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Warranty and Qualifying Accounts | ' | ||||||||||
Warranty and Qualifying Accounts | ' | ||||||||||
10. Warranty and Qualifying Accounts | |||||||||||
Warranty | |||||||||||
The following table presents warranty activities: | |||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Product warranty liability, beginning of the period | $ | 10,711 | $ | 6,225 | $ | 6,943 | |||||
Accruals for warranties issued | 7,528 | 11,534 | 5,984 | ||||||||
Payments under warranty | (6,550 | ) | (7,048 | ) | (6,702 | ) | |||||
| | | | | | | | | | | |
Product warranty liability, end of period | $ | 11,689 | $ | 10,711 | $ | 6,225 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Allowance for Doubtful Accounts | |||||||||||
The following table presents allowance for doubtful accounts: | |||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Allowance for doubtful accounts, beginning of period | $ | 3,103 | $ | 5,422 | $ | 2,536 | |||||
Provision for doubtful accounts | 664 | 569 | 671 | ||||||||
Reclassification from deferred revenue | — | 176 | 2,249 | ||||||||
Write offs and recoveries | (2,192 | ) | (3,064 | ) | (34 | ) | |||||
| | | | | | | | | | | |
Allowance for doubtful accounts, end of the period | $ | 1,575 | $ | 3,103 | $ | 5,422 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Long_Term_Debt_Revolving_Credi
Long Term Debt, Revolving Credit Facility and Prepayment Obligation | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Long Term Debt, Revolving Credit Facility and Prepayment Obligation | ' | ||||
Long Term Debt, Revolving Credit Facility and Prepayment Obligation | ' | ||||
11. Long Term Debt, Revolving Credit Facility and Prepayment Obligation | |||||
Bank of America Credit Agreement | |||||
On January 31, 2012, the Company, its principal U.S. operating subsidiary (the "U.S. Borrower") and its Hong Kong subsidiary (the "Hong Kong Borrower") entered into a credit agreement (the "2012 Credit Agreement"), with Bank of America, N.A., as administrative agent, Swing Line Lender and L/C Issuer (or "Bank of America") and the lenders from time to time party thereto. The 2012 Credit Agreement consisted of a term loan facility (the "2012 Term Facility") provided to the U.S. Borrower in an aggregate principal amount of $75,000 with a final maturity date of January 31, 2016, a revolving credit facility (the "U.S. Revolving Credit Facility") available to the U.S. Borrower in an aggregate principal amount of $25,000 with a final maturity date of January 31, 2016 (this revolving facility is eliminated pursuant to the amendment adopted in 2013) and a revolving credit facility (the "Hong Kong Revolving Credit Facility"; together with the U.S. Revolving Credit Facility, the "2012 Revolving Credit Facility"; and together with the 2012 Term Facility, the "2012 Credit Facilities") available to the Hong Kong Borrower in an aggregate principal amount of $150,000 (which was reduced to $125,000 pursuant to the 2013 Amendment) with a final maturity date of January 31, 2016. | |||||
In 2012, the 2012 Term Facility under the 2012 Credit Agreement was increased from $75,000 to $145,000, all of which was borrowed by the U.S. Borrower. The Company pre-paid $40,000 of the 2012 Term Facility pursuant to the amendment adopted in 2013 which payment did not reduce the amortization of the 2012 Term Facility. | |||||
On October 30, 2013, the Company terminated the 2012 Credit Agreement and paid off all outstanding borrowing under the 2012 Credit Agreement. In connection with the termination of the 2012 Credit Agreement, the Company recognized a charge in the fourth quarter of 2013 of approximately $3,639 relating to deferred issuance costs that were written off upon the termination of the agreement. | |||||
Interest expense related to the 2012 Credit Agreement was $11,086 and $4,034 for the fiscal year ended December 31, 2013 and the nine-month period ended December 31, 2012, respectively, which includes amortization of debt fees, the associated commitment fees, as well as the deferred issuance costs write-off mentioned above. The weighted average interest rate for the fiscal year ended December 31, 2013 and the nine-month period ended December 31, 2012 was 4.32% and 3.22%, respectively. | |||||
Prepayment Agreement with Apple Inc. | |||||
On October 31, 2013, the Company entered into a Prepayment Agreement with Apple pursuant to which our wholly-owned subsidiary, GTAT Corp., is eligible to receive $578,000 (the "Prepayment Amount"), in four separate installments. The Prepayment Amount is to be used exclusively to purchase components necessary for the manufacture of ASF systems and related equipment for use primarily at the Company's Arizona facility. The Company leases this facility from an affiliate of Apple for a below market fee. The ASF systems and related equipment will be used exclusively to supply sapphire material to Apple, subject to certain exceptions under which such sapphire can be provided to other parties. The Company is required to repay the Prepayment Amount ratably (on a quarterly basis) over a five year period ending in January 2020, either as a credit against Apple purchases of sapphire goods under the MDSA or as a direct cash payment. The Prepayment Amount is non-interest bearing. The Company's obligation to repay the Prepayment Amount may be accelerated under certain circumstances, including if the Company doesn't meet certain financial metrics. The Company's obligations under the Prepayment Agreement are secured by (i) the assets held by GT Equipment Holdings LLC (a wholly-owned subsidiary of the Company and the legal owner of the ASF systems and related equipment used in the Arizona facility) and (ii) a pledge of all of the equity interests of GT Equipment Holdings LLC. While the MDSA specifies the Company's minimum and maximum supply commitments, Apple has no minimum purchase requirements under the terms of the MDSA. The Company determined the installments of the Prepayment Amount that it receives should be recorded as debt at fair value on the date of receipt of each installment. The difference between the fair value of the debt and the Prepayment Amount proceeds received ("debt discount") is consideration under the MDSA and accounted for as deferred revenue. The debt discount is being amortized to interest expense over a 6-year period ending December 2019 with an effective interest rate of 7.56%. The initial installment of $225,000 was received on November 15, 2013, and as of December 31, 2013, $172,475 is reflected as Prepayment Obligation and $54,133 is recorded as deferred revenue. The second installment was received in January 2014. | |||||
3.00% Convertible Senior Notes due 2017 | |||||
On September 28, 2012, the Company issued $220,000 aggregate principal amount of 3.00% Convertible Senior Notes due 2017 (the "2017 Notes"). The net proceeds from the issuance of the 2017 Notes were approximately $212,592, after deducting fees paid to the initial purchasers and other offering costs. The 2017 Notes are senior unsecured obligations of the Company, which pay interest in cash semi-annually (on April 1 and October 1 of each year) at a rate of 3.00% per annum beginning on April 1, 2013. The 2017 Notes are governed by an Indenture dated September 28, 2012 with U.S. Bank National Association, as trustee (the "Indenture"). The 2017 Notes are not redeemable by the Company. | |||||
The 2017 Notes will mature on October 1, 2017, unless earlier repurchased or converted in accordance with their terms prior to such date. The 2017 Notes may be converted, under the conditions specified below, based on an initial conversion rate of 129.7185 shares of common stock per $1,000 principal amount of 2017 Notes (which represents an initial effective conversion price of the Notes of $7.71 per share), subject to adjustment as described in the Indenture. | |||||
The 2017 Notes may be converted by the holder, in multiples of $1,000 principal amount, only under the following circumstances: | |||||
• | |||||
prior to April 1, 2017, during any calendar quarter commencing after the calendar quarter ending on December 31, 2012 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; | |||||
• | |||||
prior to April 1, 2017, during the five business day period after any five consecutive trading day period in which the trading price (as defined in the Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; | |||||
• | |||||
prior to April 1, 2017, upon specified corporate events; | |||||
• | |||||
on or after April 1, 2017 until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. | |||||
Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of its common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as described in the Indenture, calculated on a proportionate basis for each trading day in a 40 consecutive trading-day conversion period (as described in the Indenture). | |||||
In addition, following certain corporate events that occur prior to the maturity date (as described in the Indenture), the Company will adjust the conversion rate for a holder of the 2017 Notes who elects to convert its 2017 Notes in connection with such a corporate event in certain circumstances. | |||||
At December 31, 2013, the aggregate conversion value of the 2017 Notes did not exceed their par value using a conversion price of $8.7150, the closing price of the Company's common stock on December 31, 2013. | |||||
In accordance with accounting guidance for debt with conversion and other options, the Company accounted for the liability and equity components of the 2017 Notes separately. The estimated fair value of the liability component at the date of issuance was $154,884 and was computed based on the fair value of similar debt instruments that do not include a conversion feature. The equity component of $65,116 was recognized as a debt discount and represents the difference between the $220,000 of gross proceeds from the issuance of the 2017 Notes and the $154,884 estimated fair value of the liability component at the date of issuance. The debt discount is being amortized over a five-year period ending October 1, 2017, which represents the expected life of a similar debt instrument without the equity component. | |||||
Issuance costs of $7,408 related to the issuance of the 2017 Notes were allocated to the liability and equity components in proportion to the allocation of the proceeds and accounted for as capitalized debt issuance costs and equity issuance costs, respectively. | |||||
The effective interest rate on the liability component of the 2017 Notes was 10.7% as of December 31, 2013. Interest expense incurred in connection with the 2017 Notes consisted of the following: | |||||
Fiscal Year Ended | |||||
December 31, 2013 | |||||
Contractual coupon rate of interest | $ | 6,637 | |||
Amortization of issuance costs and debt discount | 11,632 | ||||
| | | | | |
Interest expense—Convertible Notes | $ | 18,269 | |||
| | | | | |
| | | | | |
The carrying value of the 2017 Notes consisted of the following: | |||||
December 31, 2013 | |||||
Principal balance | $ | 220,000 | |||
Discount, net of accumulated amortization of $13,269 | (51,847 | ) | |||
| | | | | |
Carrying amount | $ | 168,153 | |||
| | | | | |
| | | | | |
3.00% Convertible Senior Notes due 2020 | |||||
On December 10, 2013, the Company issued $214,000 aggregate principal amount of 3.00% Convertible Senior Notes due 2020 (the "2020 Notes"). The net proceeds from the issuance of the 2020 Notes were approximately $206,530, after deducting fees paid to the initial purchasers and other offering costs. The 2020 Notes are senior unsecured obligations of the Company, which pay interest in cash semi-annually (on June 15 and December 15 of each year) at a rate of 3.00% per annum beginning on June 15, 2014. The 2020 Notes are governed by an Indenture dated December 10, 2013 with U.S. Bank National Association, as trustee (the "2013 Indenture"). The 2020 Notes are not redeemable by the Company. | |||||
The 2020 Notes will mature on December 15, 2020, unless earlier repurchased or converted in accordance with their terms prior to such date. The 2020 Notes may be converted, under the conditions specified below, based on an initial conversion rate of 82.5764 shares of common stock per $1,000 principal amount of Notes (which represents an initial effective conversion price of the Notes of $12.11 per share), subject to adjustment as described in the 2013 Indenture. | |||||
The 2020 Notes may be converted by the holder, in multiples of $1,000 principal amount, only under the following circumstances: | |||||
• | |||||
prior to June 15, 2020, during any calendar quarter commencing after the calendar quarter ending on March 31, 2014 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; | |||||
• | |||||
prior to June 15, 2020, during the five business day period after any five consecutive trading day period in which the trading price (as defined in the 2013 Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; | |||||
• | |||||
prior to June 15, 2020, upon specified corporate events; | |||||
• | |||||
on or after June 15, 2020 until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. | |||||
Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of its common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as described in the Indenture, calculated on a proportionate basis for each trading day in a 40 consecutive trading-day conversion period (as described in the 2013 Indenture). | |||||
In addition, following certain corporate events that occur prior to the maturity date (as described in the 2013 Indenture), the Company will adjust the conversion rate for a holder of the 2020 Notes who elects to convert its 2020 Notes in connection with such a corporate event in certain circumstances. | |||||
At December 31, 2013, the aggregate conversion value of the 2020 Notes did not exceed their par value using a conversion price of $8.7150, the closing price of the Company's common stock on December 31, 2013. | |||||
In accordance with accounting guidance for debt with conversion and other options, the Company accounted for the liability and equity components of the 2020 Notes separately. The estimated fair value of the liability component at the date of issuance was $115,230 and was computed based on the fair value of similar debt instruments that do not include a conversion feature. The equity component of $98,770 was recognized as a debt discount and represents the difference between the $214,000 of gross proceeds from the issuance of the 2020 Notes and the $115,230 estimated fair value of the liability component at the date of issuance. The debt discount is being amortized over a seven-year period ending December 15, 2020, which represents the expected life of a similar debt instrument without the equity component. | |||||
Issuance costs of $7,469 related to the issuance of the 2020 Notes were allocated to the liability and equity components in proportion to the allocation of the proceeds and accounted for as capitalized debt issuance costs and equity issuance costs, respectively. | |||||
The effective interest rate on the liability component of the 2020 Notes was 12.99% as of December 31, 2013. Interest expense incurred in connection with the 2020 Notes consisted of the following: | |||||
Fiscal Year Ended | |||||
December 31, 2013 | |||||
Contractual coupon rate of interest | $ | 390 | |||
Amortization of issuance costs and debt discount | 565 | ||||
| | | | | |
Interest expense—Convertible Notes | $ | 955 | |||
| | | | | |
| | | | | |
The carrying value of the 2020 Notes consisted of the following: | |||||
December 31, 2013 | |||||
Principal balance | $ | 214,000 | |||
Discount, net of accumulated amortization of $531 | (98,239 | ) | |||
| | | | | |
Carrying amount | $ | 115,761 | |||
| | | | | |
| | | | | |
The Company will be required to repay the following principal amounts under the Apple Prepayment Agreement and 2017 and 2020 Notes: | |||||
Calendar Year Ending | Principal Payments | ||||
2014 | $ | — | |||
2015 | 45,000 | ||||
2016 | 45,000 | ||||
2017 | 265,000 | ||||
2018 | 45,000 | ||||
2019 | 45,000 | ||||
2020 | 214,000 | ||||
| | | | | |
Total | $ | 659,000 | |||
| | | | | |
| | | | | |
Convertible Note Hedge Transactions and Warrant Transactions | |||||
In connection with the offering of the 2017 Notes, the Company entered into separate convertible note hedging transactions and warrant transactions with multiple counterparties. | |||||
Pursuant to the convertible note hedges, the Company purchased call options on its common stock, under which the Company has the right to acquire from the counterparties up to 28,500 shares of its common stock, or an equivalent amount in cash or a combination of cash and shares, subject to customary anti-dilution adjustments, at a strike price of $7.71, that is equal to the initial conversion price of the 2017 Notes. The Company's exercise rights under the call options trigger upon conversion of the 2017 Notes and the call options terminate upon the maturity of the 2017 Notes, or the first day the Notes are no longer outstanding. The convertible note hedges may be settled in cash, shares of the Company's common stock, or a combination thereof, at the Company's option, and are intended to reduce the Company's exposure to potential cash payments or potential dilution upon conversion of the 2017 Notes. The Company paid $57,923 for the convertible note hedges, which was recorded as a reduction to additional paid-in capital. | |||||
The Company also sold warrants (the "Warrants") to multiple counterparties that provide the counterparties rights to acquire from us up to approximately 28,500 shares of our common stock. The strike price of the Warrants will initially be $9.9328 per share, which is 67.5% above the last reported sale price of the Company's common stock on September 24, 2012. The warrants expire incrementally on a series of expiration dates following the maturity dates of the 2017 Notes. At expiration, if the market price per share of the Company's common stock exceeds the strike price of the Warrants, the Company will be obligated to issue shares of the Company's common stock having a value equal to such excess. The Warrants could have a dilutive effect on earnings per share to the extent that the market value per share of the Company's common stock exceeds the strike price of the Warrants. Proceeds received from the Warrant transactions totaled $41,623 and were recorded as additional paid-in capital. | |||||
The convertible note hedge and Warrants meet the indexation and classification requirements to be accounted for within equity. As such, the net cost of the convertible note hedge and warrant transactions have been recognized within additional paid-in capital on the Company's consolidated balance sheets and their fair values will not be subsequently re-measured and adjusted as long as these instruments continue to qualify for equity classification. | |||||
Restructuring_Charges_and_Asse
Restructuring Charges and Asset Impairments | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Restructuring Charges and Asset Impairments | ' | |||||||||||||
Restructuring Charges and Asset Impairments | ' | |||||||||||||
12. Restructuring Charges and Asset Impairments | ||||||||||||||
Hazelwood Facility Idling | ||||||||||||||
On January 10, 2013, the Company announced its plan to idle operations at its Hazelwood, Missouri facility ("Hazelwood facility"), which is included in the PV segment. The idling of the Hazelwood facility is part of the Company's effort to reduce costs and optimize its research and development activities and the idling of the facility was completed by March 30, 2013. In connection with this action, the Company terminated the employment of 37 of the Hazelwood facility employees at various dates in the first quarter of fiscal 2013. The Company determined that as of December 31, 2012 it was probable that employees would be entitled to receive severance and related benefits and that these amounts were estimable and accordingly recorded the expense during the three months ended December 31, 2012. In connection with the idling of the Hazelwood facility, the Company recorded $29,782 of restructuring and asset impairment expense during the three months ended December 31, 2012, comprised of $521 of severance and related benefits and $29,261 for the write-down to fair value of certain long-lived, intangible assets and other assets associated with the Hazelwood facility. During the fiscal year ended December 31, 2013, the Company recorded $1,854 of additional charges related to the Hazelwood facility's lease exit costs, $642 of other contract termination costs related to this facility and $4,010 of impairment charges related to the fair value of the HiCz fixed assets. The Company has determined the long-lived asset group of the Hazelwood facility, which has a carrying value of $1,391, does not meet the held-for-sale criteria at December 31, 2013. At December 31, 2012, the Company's estimate of fair value of the long-lived asset group was based on equal weighting of the cost and market approaches, however, due to a lack of interest by market participants, the Company's fair value as of December 31, 2013 of $1,391 is primarily based on the amount expected to be recovered upon liquidation. | ||||||||||||||
The Company reports expense for its restructuring charges and asset impairments separately in the consolidated statements of operations. The table below summarizes the restructuring accrual activity for the year ended December 31, 2013 and the nine-month period ended December 31, 2012: | ||||||||||||||
Employee Related | Lease Exit Costs | Asset Impairments | Total | |||||||||||
Benefits | ||||||||||||||
Restructuring and impairment charges | $ | 2,986 | $ | 176 | $ | 30,279 | $ | 33,441 | ||||||
Cash Payments | (910 | ) | (43 | ) | (953 | ) | ||||||||
Asset impairment | — | (30,279 | ) | (30,279 | ) | |||||||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2012 | 2,076 | 133 | — | 2,209 | ||||||||||
| | | | | | | | | | | | | | |
Restructuring and impairment charges | 362 | 2,496 | 4,010 | 6,868 | ||||||||||
Cash Payments | (2,324 | ) | (1,166 | ) | — | (3,490 | ) | |||||||
Asset impairment | — | — | (4,010 | ) | (4,010 | ) | ||||||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2013 | $ | 114 | $ | 1,463 | $ | — | $ | 1,577 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Employee Benefit Plan | ' |
Employee Benefit Plan | ' |
13. Employee Benefit Plan | |
The Company has a 401(k) employee savings plan for its eligible employees. Eligible employees may elect to contribute a percentage of their salaries up to the annual Internal Revenue Code maximum limitations. The 401(k) employee savings plan allows the Company to make discretionary matching contributions for its participating employees. For the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, the Company made discretionary contributions of $2,210, $1,658 and $2,036, respectively. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | ' | ||||||||||
14. Income Taxes | |||||||||||
Loss (income) before provision for income taxes is as follows: | |||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Domestic | $ | (78,482 | ) | $ | (40,348 | ) | $ | 126,422 | |||
Foreign | (43,996 | ) | (115,694 | ) | 143,516 | ||||||
| | | | | | | | | | | |
Total | $ | (122,478 | ) | $ | (156,042 | ) | $ | 269,938 | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
The provision for income taxes is comprised of: | |||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Current: | |||||||||||
Federal | $ | (5,565 | ) | $ | 31,180 | $ | 42,569 | ||||
State | (1,490 | ) | 2,888 | 7,533 | |||||||
Foreign | (189 | ) | 702 | 27,953 | |||||||
| | | | | | | | | | | |
Total current | $ | (7,244 | ) | $ | 34,770 | $ | 78,055 | ||||
Deferred: | |||||||||||
Federal | $ | (24,414 | ) | $ | (28,136 | ) | $ | 11,202 | |||
State | (2,246 | ) | (4,472 | ) | (1,271 | ) | |||||
Foreign | (5,772 | ) | (15,896 | ) | (1,445 | ) | |||||
| | | | | | | | | | | |
Total deferred | $ | (32,432 | ) | $ | (48,504 | ) | $ | 8,486 | |||
| | | | | | | | | | | |
Total (benefit) provision for income taxes | $ | (39,676 | ) | $ | (13,734 | ) | $ | 86,541 | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
A component of the current tax (benefit) provision for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012 includes an accrual for noncurrent tax related to uncertain tax benefits of $405, $177 and $8,339, respectively. | |||||||||||
The U.S. federal income tax rate is reconciled to the Company's effective tax rate as follows: | |||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Income tax at federal statutory rate | $ | (42,867 | ) | $ | (54,615 | ) | $ | 94,478 | |||
State income tax, net of U.S. federal benefit | (2,428 | ) | (1,029 | ) | 4,071 | ||||||
IRC Section 199 deduction | — | — | (624 | ) | |||||||
Foreign income taxes at rates different than domestic rates | 5,312 | 17,503 | (28,793 | ) | |||||||
Effect of foreign operations included in U.S. federal provision | 4 | 110 | 3,306 | ||||||||
Foreign permanent items | 6,502 | 8,997 | 6,021 | ||||||||
Non-deductible goodwill | — | 19,963 | — | ||||||||
Reserves for uncertain tax benefits | 1,284 | 1,045 | 8,185 | ||||||||
Research credits | (3,488 | ) | 4 | (798 | ) | ||||||
Non-deductible contingent consideration expense | (2,763 | ) | (3,397 | ) | 1,513 | ||||||
Adjustment to accrued income taxes | (3,843 | ) | — | — | |||||||
Other | 2,611 | (2,315 | ) | (818 | ) | ||||||
| | | | | | | | | | | |
$ | (39,676 | ) | $ | (13,734 | ) | $ | 86,541 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Significant components of the Company's deferred tax assets and liabilities are as follows: | |||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Deferred revenue | $ | 6,971 | $ | 22,188 | |||||||
Reserves not currently deductible | 12,463 | 10,939 | |||||||||
Equity compensation | 4,911 | 5,612 | |||||||||
Allowance for doubtful accounts | 592 | 398 | |||||||||
Contingent consideration | 2,659 | 81 | |||||||||
Tax credits | 4,189 | 820 | |||||||||
Loss carry-forward | 50,289 | 14,116 | |||||||||
Other | 1,334 | 879 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | $ | 83,408 | $ | 55,033 | |||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Deferred costs | 2,471 | 4,672 | |||||||||
Fixed assets | 5,243 | 4,824 | |||||||||
Intangibles | 22,763 | 23,713 | |||||||||
Convertible notes and bond hedge | 39,626 | 2,634 | |||||||||
| | | | | | | | ||||
70,103 | 35,843 | ||||||||||
| | | | | | | | ||||
Net deferred tax assets | $ | 13,305 | $ | 19,190 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Reported as: | |||||||||||
Deferred income taxes—current | $ | 17,881 | $ | 26,339 | |||||||
Deferred income taxes—long-term | (4,576 | ) | (7,149 | ) | |||||||
| | | | | | | | ||||
$ | 13,305 | $ | 19,190 | ||||||||
| | | | | | | | ||||
| | | | | | | | ||||
As of December 31, 2013, the Company had net operating losses of $190,906, of which $86,033 are in the US and $104,873 are in foreign jurisdictions. The losses in the US may be carried back two years or carried forward 20 years and if not utilized, will begin to expire in 2033. The losses in foreign jurisdictions may be carried forward indefinitely. | |||||||||||
As of December 31, 2013, the Company had state investment tax and research credit carryforwards of approximately $539 and $457, respectively. These credits begin to expire in fiscal 2015, unless converted to unlimited status. The Company also has approximately $59,642 in state net operating losses that may be carried forward between 7 and 20 years and if not utilized, will begin to expire in 2020. | |||||||||||
As of December 31, 2013, the Company had foreign tax credit and federal research credit of $1,033 and $2,159, respectively. These credits can be carried forward for 10 and 20 years, respectively. | |||||||||||
It is the intention of the Company to reinvest the earnings of its non-US subsidiaries in those operations. As of December 31, 2013, the Company has not made a provision for US or additional foreign withholding taxes on its undistributed earnings of approximately $158,471, as these are considered permanently reinvested. Such earnings could become subject to U.S. taxation if they were either remitted as dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries. | |||||||||||
As of December 31, 2013, the Company had $25,613 of unrecognized tax benefits, of which, approximately $24,767 would affect the effective tax rate if recognized. A reconciliation of the beginning and ending amount of the unrecognized income tax benefits during the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012 are as follows: | |||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Balance at beginning of period | $ | 26,322 | $ | 25,295 | $ | 17,653 | |||||
Increases related to current year tax positions | 405 | 177 | 7,823 | ||||||||
Decreases related to prior year tax positions | (157 | ) | — | (158 | ) | ||||||
Increases related to prior year tax positions | 409 | 850 | — | ||||||||
Decreases related to settlements with tax authorities | (1,366 | ) | — | (23 | ) | ||||||
| | | | | | | | | | | |
Balance at end of period | $ | 25,613 | $ | 26,322 | $ | 25,295 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The Company also recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company recorded interest and penalties of $626, $283 and $516 as part of income tax expense for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, respectively. During the calendar year ending December 31, 2013, the Company paid interest of $28 related to settlements with tax authorities. The Company has recorded accruals for interest and penalties of $2,524 and $1,925 as of December 31, 2013 and December 31, 2012, respectively. | |||||||||||
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is subject to examination by federal, state, and foreign tax authorities. The Company's U.S. tax returns for fiscal years ending March 31, 2009 and later are open. The Company is under examination by the Internal Revenue Service, or IRS' for its fiscal years ended March 28, 2009 and April 3, 2010. The Company plans to vigorously defend all tax positions taken. In addition, the statute of limitations is open for all state and foreign jurisdictions. As of December 31, 2013, the Company has classified approximately $16 of unrecognized tax benefits as short-term. These unrecognized tax benefits relate to state tax positions. | |||||||||||
Out-of-period correction | |||||||||||
During the preparation of the 2013 financial statements, the Company identified a $3,843 overstatement of income taxes provided in prior years and a related overstatement of accrued income taxes. Accordingly, in the fourth quarter of 2013, the Company recorded an out-of period adjustment which reduced accrued income taxes and increased the current year benefit for income taxes by $3,843. The Company does not believe that the adjustment described above is material to the Company's results of operations, financial position or cash flows for the current period or for any of the Company's previously filed annual or quarterly financial statements. | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
15. Commitments and Contingencies | |||||
Lease commitments | |||||
The Company has entered into operating leases for office and warehouse facilities in the United States, China, Hong Kong and Taiwan. The terms of these leases range from 12 months to 13 years. Rent expense for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, was $4,710, $4,004 and $4,770, respectively. As of December 31, 2013, minimum annual payments under these agreements are as follows: | |||||
Year ending December 31, | Minimum | ||||
Annual | |||||
Payments | |||||
2014 | $ | 5,183 | |||
2015 | 2,683 | ||||
2016 | 1,951 | ||||
2017 | 1,588 | ||||
Thereafter | 8,268 | ||||
Purchase Commitments | |||||
The Company's commitments to purchase raw materials, research and development and other services from various suppliers are approximately $473,640 as of December 31, 2013. The majority of these commitments are due within the next twelve months. | |||||
The Company may terminate purchase commitments for DSS inventory components in fiscal 2014 and beyond. As of December 31, 2013, $600 has been accrued as certain purchase orders were canceled as of December 31, 2013. The gross amount outstanding under these purchase orders was $10,197 as of December 31, 2013, and the Company will negotiate with the vendors to determine the amount payable upon termination of these purchase orders as applicable. | |||||
Supply Commitments | |||||
In connection with the agreement made with Apple Inc., the Company is required to maintain levels of supply in accordance with the MDSA. | |||||
Pledged Collateral | |||||
In connection with the acquisition of Confluence Solar, the Company has acquired certain assets which are pledged as collateral against customer deposits of $2,000 as of December 31, 2013. | |||||
The Company has pledged (i) all of the equity interests of GT Equipment Holdings LLC and (ii) all of the assets held by GT Equipment Holdings LLC to secure its obligations under the Prepayment Agreement. Refer to Note 3 for additional information. | |||||
Litigation Contingencies | |||||
In October 2013, the Company settled a vendor contract dispute. The terms of the settlement, which includes no admission of liability or wrongdoing by the Company or by any other defendants, provides for a full and complete release of all claims that were or could have been brought against the Company. The Company paid $3,250 in the fourth quarter of 2013 to settle this matter. The Company recorded this expense in general and administrative expense during the three months ended September 28, 2013. | |||||
The Company is subject to various other routine legal proceedings and claims incidental to its business, which management believes will not have a material effect on the Company's financial position, results of operations or cash flows. | |||||
Customer Indemnifications | |||||
In the normal course of business, the Company indemnifies, under pre-determined conditions and limitations, its customers for infringement of third-party intellectual property rights by the Company's products or services. The Company seeks to limit its liability for such indemnity to an amount not to exceed the sales price of the products or services subject to its indemnification obligations, but not all agreements contain such limitations on liability. The Company does not believe, based on information available, that it is probable that any material amounts will be paid under these indemnification provisions. | |||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity | ' |
Stockholders' Equity | ' |
16. Stockholders' Equity | |
Common Stock | |
The Company has authorized 500,000 shares of common stock, $0.01 par value, of which 134,463 shares were issued and outstanding at December 31, 2013. | |
On December 10, 2013, the Company issued a total of 9,942 shares of common stock (the "Common Stock") at a per share price of $8.65, or an aggregate of approximately $86,000, concurrently with the 2020 Notes issuance. The net proceeds from the issuance of the common stock were approximately $81,465 after deducting costs associated with the stock issuance. | |
Share Repurchase Program | |
In November 2011, the Company's board of directors authorized a $100,000 share repurchase program consisting of the purchase of $75,000 of its common stock which was financed with existing cash through an accelerated share repurchase program, and the purchase of an additional $25,000 of its common stock that may be made from time to time through open market repurchases or privately negotiated transactions, as determined by the Company's management. On November 18, 2011, the Company entered into an accelerated share repurchase agreement ("ASR") with UBS AG, under which the Company repurchased $75,000 of its common stock. The effective per share purchase price was based on the average of the daily volume weighted average prices per share of the Company's common stock, less a discount, calculated during the term of the ASR. In connection with this agreement, in November 2011, the Company paid $75,000 to UBS AG and at such time received 7,823 shares of the Company's common stock, of which: | |
• | |
$60,000, or 80%, represented the value, based on the closing price of the Company's common stock on November 18, 2011, of the 7,823 shares of Company common stock that UBS AG delivered to the Company in November 2011; and | |
• | |
$15,000, or 20%, represented an advance payment that, depending on the effective per share purchase price, which could have been used either to cover additional shares UBS AG may have been required to deliver to the Company or applied towards any additional amount that may have been owed by the Company. This advanced payment was accounted for as a forward share repurchase contract in the statement of stockholders' equity, as a reduction to additional paid-in capital. | |
On March 6, 2012, the Company received notice from UBS of its intent to exercise and finalize the ASR transaction with a valuation date of March 5, 2012. Prior to this notice, on March 5, 2012, UBS delivered 900 shares of the Company's common stock in anticipation of having to deliver shares to the Company as part of the final settlement. UBS delivered these shares early, as was their right under the ASR contract. On March 8, 2012, UBS delivered another 715 shares of the Company's common stock pursuant to its notice of exercise to fully settle its obligations under the ASR agreement. | |
The total number of shares received by the Company under the ASR was 9,438. This number of shares is comprised of the 7,823 initial shares, 900 early delivery shares and 715 final settlement shares. The effective per share repurchase price was $7.95 per share based on the volume-weighted average share price of the company's common stock, less a discount, during the ASR period. All of the shares received by the Company under the ASR program were canceled and retired upon receipt by the Company. | |
To account for changes in the fair value of the share repurchase contract from the trade date of November 18, 2011 to settlement date of November 23, 2011, the Company recorded a gain of $3,344 for the fiscal year ended March 31, 2012 to other income to reflect an appreciation of the fair value of the share repurchase contract over the three day settlement period. | |
The excess of the cost of shares acquired over the par value was allocated to additional paid-in capital and retained earnings. As a result of these share repurchases, the Company reduced common stock and additional paid-in capital by an aggregate of $13,744 and charged $64,599 to retained earnings for the fiscal year ended March 31, 2012. | |
Preferred Stock | |
The Company has authorized 10,000 shares of undesignated preferred stock, $0.01 par value, none of which was issued and outstanding at December 31, 2013 or December 31, 2012. The Company's board of directors is authorized to determine the rights, preferences and restrictions on any series of preferred stock to be issued. | |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Share-Based Compensation | ' | |||||||||||||
Share-Based Compensation | ' | |||||||||||||
17. Share-Based Compensation | ||||||||||||||
The Company has established equity compensation plans that provide share-based compensation to eligible employees, directors, officers, as well as independent contractors performing services for the Company. The terms of awards made under the Company's equity compensation plans are generally determined by the Compensation Committee. On January 1, 2006, the Company adopted the 2006 Stock Option Plan (the "2006 Plan"). Under the 2006 Plan, options were granted to persons who were, at the time of grant, employees, officers or directors of, or consultants or advisors to, the Company. All of the options granted under the 2006 Plan were awarded prior to the Company's initial public offering and therefore the option price at the date of grant was determined based upon contemporaneous valuations. On June 30, 2008, in connection with the Company's initial public offering, the Company adopted the 2008 Equity Incentive Plan (the "2008 Plan"). The Company does not intend to issue any further equity awards under the 2006 or 2008 Plans. On August 24, 2011, the Company adopted the 2011 Equity Incentive Plan (the "2011 Plan"). The 2011 Plan reserves up to 12,500 shares of common stock for grants of stock options, restricted stock, restricted stock units and other share-based awards. The principal awards outstanding under these equity plans consist of grants of restricted stock units and stock options. As of December 31, 2013, an aggregate of 6,313 shares were authorized for future grant under our 2011 Plan. | ||||||||||||||
Restricted stock units deliver the recipient a right to receive one share of the Company's common stock upon vesting. The restricted stock units vest upon the passage of time or upon the completion of performance goals as it relates to the Company's performance based awards, as defined at the grant date. Unlike stock options, there is no cost to the employee at share issuance. | ||||||||||||||
Shares of common stock are issued to the holders of restricted stock units on the date the restricted stock units vest. The majority of shares issued are net of the statutory withholding requirements, which the Company pays on behalf of our participants. Prior to vesting, restricted stock units do not have dividend equivalents rights and do not have voting rights, and the shares underlying the restricted stock units are not considered issued and outstanding. Restricted stock units awarded typically vest over a 3 or 4 year period on an annual ratable basis and expire ten years after grant. | ||||||||||||||
Performance-based restricted stock units awarded typically are earned upon the achievement of certain Company specific financial performance metrics and, if those metrics are achieved, the shares subject to the award vest typically on the second or third anniversary of the date of grant of the award. | ||||||||||||||
The stock options issued under the Company's equity plans were issued with an exercise price equal to 100% of the market price of the Company's common stock on the date of grant and typically vest 25% on the first anniversary of the award of the remaining vesting 1/48th per month during the subsequent three years and expire ten years after grant. None of the Company's stock options were granted outside of the 2006 Plan, the 2008 Plan or the 2011 Plan. The Company grants options that allow for the settlement of vested stock options on a net share basis ("net settled stock options"), instead of settlement with a cash payment ("cash settled stock options"). With net settled stock options, the employee does not surrender any cash or shares upon exercise. Rather, the Company withholds the number of shares to cover the option exercise price and the minimum statutory tax withholding obligations from the shares that would otherwise be issued upon exercise. | ||||||||||||||
The following table presents stock-based compensation expenses and related income tax benefits included in the Company's consolidated statement of operations for the periods indicated: | ||||||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year | ||||||||||||
December 31, 2013 | Period Ended | Ended | ||||||||||||
December 31, 2012 | March 31, 2012 | |||||||||||||
General administrative expenses | $ | 13,490 | $ | 7,384 | $ | 9,967 | ||||||||
Selling and administrative expenses | 1,078 | 689 | 784 | |||||||||||
Research and development expenses | 3,126 | 1,779 | 2,210 | |||||||||||
Cost of sales | 986 | 1,153 | 1,766 | |||||||||||
| | | | | | | | | | | ||||
Stock-based compensation expense | $ | 18,680 | $ | 11,005 | $ | 14,727 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Income tax benefit of stock-based compensation expense | $ | 6,687 | $ | 4,020 | $ | 5,418 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
As of December 31, 2013, the Company had unamortized share-based compensation expense related to stock options, restricted stock unit awards and performance-based restricted stock units of $1,403, $17,936 and $3,339, respectively, after estimated forfeitures, which will be recognized over an estimated weighted-average remaining requisite service period of 1.1 years, 2.0 years and 0.8 years, respectively. Share-based compensation cost capitalized as part of inventory was not significant and therefore not separately disclosed for all periods presented. | ||||||||||||||
Cash received and income tax benefits from stock option exercises and restricted stock unit vesting was $2,009 and $4,583 for the fiscal year ended December 31, 2013, respectively, $397 and $2,106 for the nine-month period ended December 31, 2012, respectively and $6,901 and $7,384 for the fiscal year ended March 31, 2012, respectively. | ||||||||||||||
Stock Option Activity | ||||||||||||||
The following table summarizes stock option activity for the fiscal year ended December 31, 2013: | ||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise Price | Remaining | Value | ||||||||||||
Contractual | ||||||||||||||
Term (Years) | ||||||||||||||
Outstanding at December 31, 2012 | 3,303 | $ | 6.27 | |||||||||||
Granted | — | $ | — | |||||||||||
Exercised | (529 | ) | $ | 3.8 | ||||||||||
Forfeited | (400 | ) | $ | 6.94 | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 2,374 | $ | 6.71 | 5.8 | $ | 6,837 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable at December 31, 2013 | 2,042 | $ | 6.14 | 5.6 | $ | 6,545 | ||||||||
Vested or expected to vest at December 31, 2013 | 2,368 | $ | 6.69 | 5.8 | $ | 6,836 | ||||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on the Company's closing common stock price of $8.72 on December 31, 2013, which would have been received by the option holders had all option holders exercised their options and immediately sold their shares on that date. The Company settles employee stock options exercises with newly issued common shares. | ||||||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year | ||||||||||||
December 31, 2013 | Period Ended | Ended | ||||||||||||
December 31, 2012 | March 31, 2012 | |||||||||||||
Total intrinsic value of stock options exercised | $ | 2,573 | $ | 247 | $ | 8,914 | ||||||||
No stock options were granted during the fiscal year ended December 31, 2013 or the nine-month period ended December 31, 2012. The weighted-average estimated fair value per share of stock options granted during the fiscal year March 31, 2012, was determined to be $5.71 using the Black-Scholes option-pricing model with the following underlying assumptions: | ||||||||||||||
Fiscal Year | ||||||||||||||
Ended | ||||||||||||||
March 31, 2012 | ||||||||||||||
Weighted average expected volatility | 48 | % | ||||||||||||
Weighted average risk-free interest rate | 1.98 | % | ||||||||||||
Expected dividend yield | — | % | ||||||||||||
Weighted average expected life (in years) | 6 | |||||||||||||
The Company estimates the expected volatility of its future stock price on that of similar publicly-traded companies, and expects to continue to estimate its expected stock price volatility in this manner until such time as there is adequate historical data to refer to from its own traded share prices. The weighted-average risk free interest rate reflects the rates of U.S. government securities appropriate for the term of the Company's stock options at the time of grant. | ||||||||||||||
The Company estimates the expected life, which represents the best estimate of the period of time from the grant date that the stock option will remain outstanding, using the simplified method (the mid-point between the time to vest and the contractual terms). The Company applies the simplified method because of insufficient historical exercise data to provide a reasonable basis upon which to estimate expected life due to the limited period of time the equity shares have been publicly traded. For options granted to non-employees the remaining contractual term is used for measurement purposes. | ||||||||||||||
Restricted Stock Unit Activity | ||||||||||||||
The following table summarizes restricted stock unit activity for the fiscal year ended December 31, 2013: | ||||||||||||||
Restricted Stock Units | ||||||||||||||
Restricted | Weighted | |||||||||||||
Stock Units | Average Grant | |||||||||||||
Date Fair Value | ||||||||||||||
Outstanding at December 31, 2012 | 5,460 | $ | 6.69 | |||||||||||
Granted | 3,246 | 3.56 | ||||||||||||
Vested | (1,826 | ) | 6.71 | |||||||||||
Forfeited | (1,317 | ) | 5.94 | |||||||||||
| | | | | | | | |||||||
Outstanding at December 31, 2013 | 5,563 | 5.04 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
The total fair value of restricted stock units vested for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012 was $9,956, $5,350 and $10,881, respectively. The estimated weighted-average grant date fair values of restricted stock units granted during the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012 was $3.56, $4.79 and $11.57, respectively. | ||||||||||||||
Performance-Based Restricted Stock Unit Activity | ||||||||||||||
The following table summarizes performance-based restricted stock unit activity for the fiscal year ended December 31, 2013: | ||||||||||||||
Performance-Based Restricted Stock | ||||||||||||||
Units | ||||||||||||||
Performance-Based | Weighted Average | |||||||||||||
Restricted | Grant | |||||||||||||
Stock Units | Date Fair Value | |||||||||||||
Outstanding at December 31, 2012 | 1,295 | $ | 7.32 | |||||||||||
Granted | 1,233 | 4.47 | ||||||||||||
Vested | — | — | ||||||||||||
Forfeited | (413 | ) | 6.23 | |||||||||||
| | | | | | | | |||||||
Outstanding at December 31, 2013 | 2,115 | 5.9 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
The estimated weighted-average grant date fair values of performance-based restricted stock units granted during the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012 was $4.47, $4.50 and $11.97, respectively. During the year ended December 31, 2013, the Company granted certain executives market based restricted stock units which are earned based upon achievement of certain stock price thresholds (and if these price thresholds are satisfied, the units vest upon meeting certain continued service requirements). The total fair value of these market-based restricted stock units was determined through the use of a Monte Carlo simulation model, which utilizes multiple inputs that determine the probability of satisfying the market condition requirements applicable to each award; these inputs include the expected volatility factor of 73%, risk free interest rate of 1.24%, expected term (7 years) and expected dividend yield of 0%. The total fair value of the market based restricted stock units was $2,688, or $3.02 per unit on a weighted average basis. | ||||||||||||||
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Earnings (Loss) Per Share | ' | ||||||||||
Earnings (Loss) Per Share | ' | ||||||||||
18. Earnings (Loss) Per Share | |||||||||||
Basic earnings (loss) per share is computed by dividing the Company's net income (loss) by only the weighted average number of common shares outstanding during the period. For period in which the Company reports net income, diluted earnings per share is computed by dividing the Company's net income by the weighted average number of common shares and, when dilutive, the weighted average number of potential common shares outstanding during the period, as determined using the treasury stock method. Potential common shares consist of common stock issuable upon the exercise of outstanding stock options and the vesting of restricted stock units. | |||||||||||
The following table sets forth the computation of the weighted average shares used in computing basic and diluted earnings per share: | |||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year | |||||||||
December 31, 2013 | Period Ended | Ended | |||||||||
December 31, 2012 | March 31, 2012 | ||||||||||
Weighted average common shares—basic(1) | 122,481 | 118,776 | 123,924 | ||||||||
Dilutive common stock options and restricted stock unit awards(2,3,4) | — | — | 2,127 | ||||||||
| | | | | | | | | | | |
Weighted average common and common equivalent shares—diluted | 122,481 | 118,776 | 126,051 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
On November 18, 2011, the Company entered into an agreement to effect an accelerated share repurchase (see Note 16 above for additional information about the Company's accelerated share repurchase program). Under the agreement the Company received a total of 9,438 shares during the period of November 18, 2011 through March 8, 2012. On November 12, 2010, the Company repurchased 26,500 shares of the Company's common stock from GT Solar Holdings, LLC. The impact of these repurchases on the weighted average shares was a reduction of 2,989 for the fiscal year ended March 31, 2012. | |||||||||||
-2 | |||||||||||
Holders of the 2017 Notes and 2020 Notes may convert their Notes into shares of the Company's common stock, at the applicable conversion rate, subject to certain conditions (Refer to Note 11 for a full description on the 2017 Notes and 2020 Notes). Since it is the Company's stated intent to settle the principal amount of the 2017 Notes and 2020 Notes in cash, the Company has used the treasury stock method for determining the potential dilution in the diluted earnings per share computation. Since the average price of the Company's common stock was less than the effective conversion price for such 2017 Notes and 2020 Notes during the reporting periods, the 2017 Notes and 2020 Notes were not dilutive for such periods. | |||||||||||
-3 | |||||||||||
Upon exercise of the Warrants, holders of the Warrants may acquire up to 28,500 shares of the Company's common stock at an exercise price of $9.9328 (refer to Note 11 for additional information on the Warrants). If the market price per share of the Company's common stock for the period exceeds the established strike price, the Warrants will have a dilutive effect on its diluted net income per share using the treasury-stock-type method. Since the average price of the Company's common stock was less than the strike price of the Warrants for the reporting periods, such Warrants were also not dilutive. | |||||||||||
-4 | |||||||||||
As the Company was in a loss position for the fiscal year ended December 31, 2013 and the nine-month period ended December 31, 2012, certain shares have not been included in the calculation of earnings per share, as their impact would be anti-dilutive. The total number of shares excluded because they would be anti-dilutive was 10,052,140 and 10,059,700 for the fiscal year ended December 31, 2013 and the nine-month period ended December 31, 2012, respectively. | |||||||||||
Segment_and_Geographical_Infor
Segment and Geographical Information | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Segment and Geographical Information | ' | ||||||||||
Segment and Geographical Information | ' | ||||||||||
19. Segment and Geographical Information | |||||||||||
Segment Information | |||||||||||
The Company reports its results in three segments: the PV business, the polysilicon business and the sapphire business. The Company presents segment information in a manner consistent with the method used to report this information to management. The Company evaluates performance and allocates resources based on revenues and gross margin of each segment. The Company defines segment gross margin as the cost of goods sold associated with segment revenues. Operating expenses are reviewed and evaluated at the consolidated level and are not allocated to the respective operating segments for purposes of allocating resources or evaluating performance of the business segment. | |||||||||||
The PV business manufactures and sells directional solidification, or DSS, crystallization furnaces and ancillary equipment used to cast crystalline silicon ingots by melting and cooling polysilicon in a precisely controlled process. These ingots are used to make photovoltaic wafers which are, in turn, used to make solar cells. On August 24, 2011, the Company acquired 100% of the outstanding shares of common stock of privately-held Confluence Solar. Confluence Solar is the developer of HiCz™, a continuously-fed Czochralski growth technology that is designed to enable the production of high efficiency monocrystalline solar ingots. | |||||||||||
The polysilicon business manufactures and sells Silicon Deposition Reactors (SDR™) and related equipment used to produce polysilicon, the key raw material used in silicon-based solar wafers and cells, while also providing engineering services and related equipment. | |||||||||||
The sapphire business manufactures and sells advanced sapphire crystal growth systems, as well as sapphire materials used in LED applications, and sapphire components used in other specialty markets. On May 16, 2013, the Company acquired substantially all of the business of Thermal Technology which are included in the sapphire segment. Thermal Technology is a developer and seller of a wide range of high temperature thermal and vacuum products used in the fabrication of advanced materials that have been deployed across multiple industries including LED, medical devices, oil and gas and automotive. The acquisition of Thermal Technology provides the Company with certain technologies, including annealing technologies, that we believe may allow us to address potential new markets. | |||||||||||
Financial information for the Company's reportable segments is as follows: | |||||||||||
Fiscal Year | Nine-Month | Fiscal Year | |||||||||
Ended | Period Ended | Ended | |||||||||
December 31, 2013 | December 31, 2012 | March 31, 2012 | |||||||||
Revenue: | |||||||||||
PV | $ | 31,429 | $ | 17,550 | $ | 375,546 | |||||
Polysilicon | 219,731 | 306,662 | 363,278 | ||||||||
Sapphire | 47,807 | 55,434 | 216,881 | ||||||||
| | | | | | | | | | | |
Total revenue | $ | 298,967 | $ | 379,646 | $ | 955,705 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Gross Margin: | |||||||||||
PV | $ | 8,676 | $ | (70,563 | ) | $ | 183,512 | ||||
Polysilicon | 95,225 | 121,958 | 157,420 | ||||||||
Sapphire | (10,854 | ) | 2,681 | 85,868 | |||||||
| | | | | | | | | | | |
Total gross margin | 93,047 | 54,076 | 426,800 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Research and development | 83,006 | 55,401 | 49,872 | ||||||||
Sales and marketing | 15,379 | 12,408 | 19,763 | ||||||||
General and administrative | 68,967 | 44,362 | 64,117 | ||||||||
Contingent consideration (income) expense | (1,119 | ) | (9,492 | ) | 4,458 | ||||||
Impairment of goodwill | — | 57,037 | — | ||||||||
Restructuring charges and asset impairments | 6,868 | 33,441 | — | ||||||||
Amortization of intangible assets | 11,073 | 7,619 | 8,198 | ||||||||
| | | | | | | | | | | |
(Loss) income from operations | (91,127 | ) | (146,700 | ) | 280,392 | ||||||
Interest income | 364 | 164 | 468 | ||||||||
Interest expense | (31,832 | ) | (8,556 | ) | (12,980 | ) | |||||
Other, net | 117 | (950 | ) | 2,058 | |||||||
| | | | | | | | | | | |
(Loss) income before taxes | $ | (122,478 | ) | $ | (156,042 | ) | $ | 269,938 | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Geographic Information | |||||||||||
The following table presents net revenue by geographic region, which is based on the destination of the shipments: | |||||||||||
Fiscal Year | Nine-Month | Fiscal Year | |||||||||
Ended | Period Ended | Ended | |||||||||
December 31, 2013 | December 31, 2012 | March 31, 2012 | |||||||||
United States | $ | 12,273 | $ | 6,666 | $ | 11,490 | |||||
China | 65,510 | 85,842 | 495,283 | ||||||||
Korea | 54,566 | 180,204 | 238,780 | ||||||||
Malaysia | 109,066 | 2,272 | 230 | ||||||||
Saudi Arabia | 45,268 | 3,745 | — | ||||||||
Taiwan | 9,068 | 95,890 | 134,558 | ||||||||
Other Asia | 582 | 1,423 | 41,688 | ||||||||
Europe | 2,010 | 1,460 | 29,816 | ||||||||
Other | 624 | 2,144 | 3,860 | ||||||||
| | | | | | | | | | | |
Total | $ | 298,967 | $ | 379,646 | $ | 955,705 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
A summary of long-lived assets by geographical region is as follows: | |||||||||||
Fiscal Year | Nine-Month | Fiscal Year | |||||||||
Ended | Period Ended | Ended | |||||||||
December 31, 2013(1) | December 31, 2012(1) | March 31, 2012(1) | |||||||||
United States | $ | 295,829 | $ | 150,738 | $ | 214,778 | |||||
Luxembourg | 57,812 | 63,024 | 69,102 | ||||||||
Hong Kong | 5,687 | 1,252 | 1,573 | ||||||||
China | 583 | 1,382 | 2,863 | ||||||||
Taiwan | 71 | 121 | 175 | ||||||||
| | | | | | | | | | | |
Total | $ | 359,982 | $ | 216,517 | $ | 288,491 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
Long-lived assets for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, include intangible assets and goodwill of $150,222, $136,568 and $188,509, respectively, all located in the United States, with the exception of $1,711 and $56,101 of goodwill and intangibles, respectively, for the fiscal year ended December 31, 2013, which are located in Luxembourg. | |||||||||||
Other_net
Other, net | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Other, net | ' | ||||||||||
Other, net | ' | ||||||||||
20. Other, net | |||||||||||
The components of other income, net are as follows: | |||||||||||
Fiscal Year | Nine-Month | Fiscal Year | |||||||||
Ended | Period Ended | Ended | |||||||||
December 31, 2013 | December 31, 2012 | March 31, 2012 | |||||||||
Foreign currency loss | $ | (313 | ) | $ | (308 | ) | $ | (478 | ) | ||
Loss on derivatives—ineffective portion | — | (886 | ) | (1,388 | ) | ||||||
Other | 430 | 244 | 3,924 | ||||||||
| | | | | | | | | | | |
Total other income (expense), net | $ | 117 | $ | (950 | ) | $ | 2,058 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
During the fiscal year ended March 31, 2012, to account for changes in the fair value of the accelerated share repurchase contract from the trade date of November 18, 2011 to settlement date of November 23, 2011, the Company recorded a gain of $3,344 to other income to reflect an appreciation of the fair value of the share repurchase contract over the three day settlement period. | |||||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
21. Fair Value Measurements | |||||||||||||||||
Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for classifying such assumptions, a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, is applied as follows: (Level 1) observable inputs such as quoted prices in active markets for identical assets or liabilities; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) significant unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. There were no transfers between such levels in the fiscal year ended December 31, 2013. | |||||||||||||||||
The following table provides the assets and liabilities carried at fair value measured on a recurring basis at December 31, 2013 and December 31, 2012: | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Total | |||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds—assets | $ | 462,908 | $ | 462,908 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | 15,407 | — | — | 15,407 | |||||||||||||
December 31, 2012 | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Total | |||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds—assets | $ | 200,041 | $ | 200,041 | $ | — | $ | — | |||||||||
Forward foreign exchange contracts—assets | 230 | — | 230 | — | |||||||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | 10,315 | — | — | 10,315 | |||||||||||||
The Company's money market mutual funds are valued using readily available market prices. Restricted cash of $93,319 was invested in money market mutual funds at December 31, 2013. | |||||||||||||||||
The Company's counterparties to its forward foreign exchange contracts are financial institutions. These forward foreign exchange contracts are measured at fair value using a valuation which represents a good faith estimate of the midmarket value of the position, based on estimated bids and offers for the positions, which are updated each reporting period. The Company considers the effect of credit standings in these fair value measurements. There have been no changes in the valuation techniques used to measure the fair value of the Company's forward foreign exchange contracts (see Note 22 below for additional information about the Company's derivatives and hedging activities). | |||||||||||||||||
The Company has classified contingent consideration related to its acquisitions within Level 3 of the fair value hierarchy because the fair value is derived using significant unobservable inputs, which include discount rates and probability-weighted cash flows. The Company determined the fair value of its contingent consideration obligations based on a probability-weighted income approach derived from financial performance estimates and probability assessments of the attainment of certain targets. The Company establishes discount rates to be utilized in its valuation models based on the cost to borrow that would be required by a market participant for similar instruments. In determining the probability of attaining certain technical, financial and operation targets, the Company utilizes data regarding similar milestone events from our own experience, while considering the inherent difficulties and uncertainties in developing a product. On a quarterly basis, the Company reassesses the probability factors associated with the financial, operational and technical targets for its contingent consideration obligations. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. | |||||||||||||||||
The key assumptions as of December 31, 2013 related to the contingent consideration from the acquisition of certain assets of Twin Creeks used in the model include: discount rate of 28% for purposes of discounting the low and base case scenarios associated with achievement of the financial based earn-out. The probabilities assigned to these scenarios were 25% and 75% for the low and base case scenarios, respectively. An increase or decrease in the probability of achievement of any scenario could result in a significant increase or decrease to the estimated fair value of the contingent consideration liability. | |||||||||||||||||
The key assumptions as of December 31, 2013 related to the contingent consideration from the acquisition of substantially all of the business of Thermal Technology used in the model include: discount rate of 20% for purposes of discounting the most likely scenario associated with achievement of the financial based earn-out. An increase or decrease in the probability of achievement of the projected financial targets could result in a significant increase or decrease to the estimated fair value of the contingent consideration liability. | |||||||||||||||||
During the three months ended June 29, 2013, the Company reversed the contingent consideration liability related to the Confluence Solar acquisition with a corresponding reduction to contingent consideration expense. This reversal of approximately $4,816 was the result of failing to achieve the required operational and technical targets required to earn such consideration. | |||||||||||||||||
The Company recorded contingent consideration (income) expense in the consolidated statements of operations of $(1,119) for the fiscal year ended December 31, 2013 and $(9,492) for the nine-month period ended December 31, 2012, all of which was allocated to the corporate services reporting segment. Changes in the fair value of the Company's Level 3 contingent consideration obligations during the fiscal year ended December 31, 2013 and the nine-months period ended December 31, 2012 were as follows: | |||||||||||||||||
Fiscal Year Ended | Nine-Month | ||||||||||||||||
December 31, 2013 | Period Ended | ||||||||||||||||
December 31, 2012 | |||||||||||||||||
Fair value as of the beginning of the period | $ | 10,315 | $ | 22,473 | |||||||||||||
Acquisition date fair value of contingent consideration obligations related to acquisitions | 6,211 | 5,200 | |||||||||||||||
Changes in the fair value of contingent consideration obligations | (1,119 | ) | (9,492 | ) | |||||||||||||
Payments of contingent consideration obligations | — | (7,866 | ) | ||||||||||||||
| | | | | | | | ||||||||||
Fair value at the end of the period | $ | 15,407 | $ | 10,315 | |||||||||||||
| | | | | | | | ||||||||||
| | | | | | | | ||||||||||
The carrying amounts reflected in the Company's consolidated balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and customer deposits approximate fair value due to their short-term maturities. The Company did not hold any short-term investments at December 31, 2013 or December 31, 2012. | |||||||||||||||||
The following table provides the carrying and fair values of certain of our long-term debt obligations as of December 31, 2013 and December 31, 2012: | |||||||||||||||||
Fair Value | |||||||||||||||||
Total Carrying | Measurements Using | ||||||||||||||||
Description | Value | (Level 1) | (Level 2) | (Level 3) | Fair Value | ||||||||||||
2012 Term Facility, including current portion | |||||||||||||||||
December 31, 2012 | $ | 139,563 | $ | — | $ | 139,563 | $ | — | $ | 139,563 | |||||||
3.00% Senior Convertible Notes due 2017 | |||||||||||||||||
December 31, 2013 | $ | 168,153 | $ | — | $ | 300,168 | $ | — | $ | 300,168 | |||||||
December 31, 2012 | $ | 157,440 | $ | — | $ | 157,300 | $ | — | $ | 157,300 | |||||||
3.00% Senior Convertible Notes due 2020 | |||||||||||||||||
December 31, 2013 | $ | 115,761 | $ | — | $ | 217,745 | $ | — | $ | 217,745 | |||||||
Prepayment Obligation | |||||||||||||||||
December 31, 2013 | $ | 172,475 | $ | — | $ | 172,482 | $ | — | $ | 172,482 | |||||||
The fair values of the 2017 and 2020 convertible notes were calculated using a market approach. The inputs used in the calculation included assumptions at the valuation date of stock price, conversion price, risk-free rate, expected annual dividend yield, expected volatility, bond yield and recovery rate. | |||||||||||||||||
The fair value of the prepayment obligation was calculated using a market approach. The inputs used in the calculation were based on comparable long term debt instruments in the market with similar characteristics and terms at the valuation date. | |||||||||||||||||
Certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The following table presents nonrecurring fair value measurements as of December 31, 2013 and December 31, 2012: | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
December 31, 2012 | |||||||||||||||||
Total Losses | |||||||||||||||||
Fair Value | Fair Value | Total Losses | |||||||||||||||
Goodwill allocated to the PV business | $ | — | $ | — | $ | 3,378 | $ | (57,037 | ) | ||||||||
Long-lived asset group at our Hazelwood facility | 1,391 | 4,010 | 5,165 | 29,261 | |||||||||||||
Arizona deferred rent benefit | 2,518 | — | — | — | |||||||||||||
For Level 3 assets that were measured at fair value on a non-recurring basis during the twelve-month period ended December 31, 2013, the following table presents the fair value of those assets as of the measurement date, valuation techniques and related unobservable inputs of those assets: | |||||||||||||||||
Fair | Valuation | Unobservable Input | Range, | ||||||||||||||
Value | Technique(s) | Median or | |||||||||||||||
Average | |||||||||||||||||
Long-lived asset group at our Hazelwood facility | $ | 1,391 | Cost Approach and Market Approach | Depreciation Factors | Average of 75% | ||||||||||||
Arizona deferred rent benefit | 2,518 | Market Approach | Discount Rate | Range | |||||||||||||
The fair value of the long-lived asset group of the Hazelwood facility at December 31, 2012 was calculated based on a probability assessment of potential outcomes. An estimation of fair value, assuming the assets would be used by a market participant as is, was determined using a cost approach which was based on current replacement and/or reproduction costs of the asset as new, less depreciation factors attributable to physical, functional and economic obsolescence and utilizing data from various indexes. A separate estimate of fair value was determined using a market approach assuming an orderly liquidation. At December 31, 2012, equal weighting was applied to the cost and market approaches, however, due to a lack of interest by market participants, the Company's fair value as of December 31, 2013 of $1,391 is primarily based on the amount expected to be recovered upon liquidation. | |||||||||||||||||
The fair value of the Arizona below market operating lease benefit at the lease commencement date was calculated using a market approach. The inputs used in the calculation were based on comparable lease signings and market rents in the surrounding area. The discount rate used, in the opinion of management, best reflects the current market interest rate of a comparable lease arrangement with similar characteristics and terms. | |||||||||||||||||
Significant increases or decreases in any of the significant unobservable inputs used could result in significantly higher or lower fair value measurements. | |||||||||||||||||
Derivative_and_Hedging_Activit
Derivative and Hedging Activities | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Derivative and Hedging Activities | ' | ||||||||||||||
Derivative and Hedging Activities | ' | ||||||||||||||
22. Derivative and Hedging Activities | |||||||||||||||
The Company enters into forward foreign currency exchange contracts to hedge portions of foreign currency denominated inventory purchases. These contracts typically expire within 12 months of entering into the contract. As of December 31, 2013, the Company had no outstanding foreign currency exchange contracts. | |||||||||||||||
The following table summarizes activity in accumulated other comprehensive income (loss) related to derivatives classified as cash flow hedges held by the Company during the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012: | |||||||||||||||
Fiscal year Ended | Nine-Month | Fiscal year | |||||||||||||
December 31, 2013 | Period Ended | Ended | |||||||||||||
December 31, 2012 | March 31, 2012 | ||||||||||||||
Balance at beginning of period | $ | (536 | ) | $ | (1,378 | ) | $ | (3,522 | ) | ||||||
Net (loss) gain on changes in fair value of derivatives, net of tax effect of $12, $(563) and $(1,429), respectively | (54 | ) | 842 | 2,144 | |||||||||||
| | | | | | | | | | | |||||
Balance at end of period | $ | (590 | ) | $ | (536 | ) | $ | (1,378 | ) | ||||||
| | | | | | | | | | | |||||
| | | | | | | | | | | |||||
During the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, the Company recognized gains (losses) of $60, $(2,354) and $(4,258), respectively, against cost of revenue with respect to cash flow hedges where the underlying hedged transaction had affected earnings. Based on forward foreign currency exchange contracts held by the Company at December 31, 2013, approximately $0 of accumulated loss is expected to be reclassified into earnings over the next twelve months. | |||||||||||||||
During the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, $0, $886 and $1,388, respectively, was recognized as expense on certain forward foreign currency exchange contracts that no longer qualified as cash flow hedges. | |||||||||||||||
The following table sets forth the balance sheet location and fair value of the Company's forward foreign exchange contracts, all of which were designated as hedging instruments at December 31, 2013 and December 31, 2012: | |||||||||||||||
Balance Sheet Location | December 31, 2013 | December 31, 2012 | |||||||||||||
Fair Value | Fair Value | ||||||||||||||
Instruments Designated as Cash Flow Hedges | |||||||||||||||
Forward foreign currency exchange contracts—assets | Other current assets | $ | — | $ | 230 | ||||||||||
The following table sets forth the effect of the Company's forward foreign currency exchange contracts designated as hedging instruments on the consolidated statements of operations for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012: | |||||||||||||||
Instruments Designated as Cash Flow Hedges | |||||||||||||||
Fiscal Years Ended | Amount of (Gain) or | Location of Gain or | Amount of Gain or | Location of Gain or | Amount of Gain or | ||||||||||
Loss Recognized in | (Loss) Reclassified | (Loss) Reclassified | (Loss) Recognized | (Loss) Recognized | |||||||||||
OCI on Derivative | from AOCI | from AOCI into | in Income on | in Income on | |||||||||||
(Effective Portion) | into Income | Income (Effective | Derivative | Derivative | |||||||||||
(Effective Portion) | Portion) | (Ineffective | (Ineffective Portion) | ||||||||||||
Portion) | |||||||||||||||
December 31, 2013 | $ | 4 | Cost of revenue | $ | 60 | Other, net | $ | — | |||||||
December 31, 2012 | $ | 1,835 | Cost of revenue | $ | (2,354 | ) | Other, net | $ | (886 | ) | |||||
March 31, 2012 | $ | 2,074 | Cost of revenue / Research and Development | $ | (4,258 | ) | Other, net | $ | (1,388 | ) | |||||
The interest component of forward foreign exchange contracts that does not qualify for hedge accounting treatment has been expensed and is not significant. | |||||||||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
23. Accumulated Other Comprehensive Income | |||||||||||
The changes in accumulated other comprehensive income by component, net of tax, for the fiscal year ended December 31, 2013 are as follows: | |||||||||||
Unrealized Gains and Losses | Foreign Currency Items | Total | |||||||||
on Cash Flow Hedges | |||||||||||
Beginning balance as of January 1, 2013 | $ | (536 | ) | $ | 1,342 | $ | 806 | ||||
Other comprehensive (loss) income before reclassifications | (3 | ) | 507 | 504 | |||||||
Amounts reclassified from accumulated other comprehensive income | (51 | ) | — | (51 | ) | ||||||
| | | | | | | | | | | |
Net other comprehensive (loss) income | $ | (54 | ) | $ | 507 | 453 | |||||
| | | | | | | | | | | |
Balance as of December 31, 2013 | $ | (590 | ) | $ | 1,849 | $ | 1,259 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Quarterly_Financial_Informatio
Quarterly Financial Information (unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information (unaudited) | ' | ||||||||||||||||
Quarterly Financial Information (unaudited) | ' | ||||||||||||||||
24. Quarterly Financial Information (unaudited) | |||||||||||||||||
Unaudited financial results by quarter for the fiscal year ended December 31, 2013 and the nine-month period ended December 31, 2012 are summarized below. The Company's quarterly reporting includes 13 week periods, unless otherwise noted. | |||||||||||||||||
Quarterly Period Ended | |||||||||||||||||
Fiscal year ended December 31, 2013 | March 30, | June 29, | September 28, | December 31, | Total | ||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Revenue | $ | 57,776 | $ | 168,330 | -4 | $ | 40,291 | $ | 32,570 | -1 | $ | 298,967 | |||||
Gross profit | 13,615 | 58,616 | -4 | 17,777 | 3,039 | 93,047 | |||||||||||
Net (loss) income | (18,681 | ) | 11,947 | (38,146 | ) | -37,922 | -5 | (82,802 | ) | ||||||||
(Loss) income per common share (basic) | (0.16 | ) | 0.1 | (0.31 | ) | (0.30 | ) | $ | (0.68 | ) | |||||||
(Loss) income per common share (diluted) | (0.16 | ) | 0.1 | (0.31 | ) | (0.30 | ) | $ | (0.68 | ) | |||||||
Quarterly Period Ended | |||||||||||||||||
Nine-month period ended December 31, 2012 | June 30, 2012 | September 29, 2012 | December 31, 2012 | Total | |||||||||||||
Revenue | $ | 167,252 | $ | 110,061 | $ | 102,333 | -1 | $ | 379,646 | ||||||||
Gross profit | 60,206 | 35,028 | -41,158 | -2 | 54,076 | ||||||||||||
Net income (loss) | 14,757 | 2,344 | -159,409 | (2)(3) | (142,308 | ) | |||||||||||
Income (loss) per common share (basic) | 0.12 | 0.02 | (1.34 | ) | (1.20 | ) | |||||||||||
Income (loss) per common share (diluted) | 0.12 | 0.02 | (1.34 | ) | (1.20 | ) | |||||||||||
From time to time, operating results are significantly affected by unusual or infrequent transactions or events. The following significant and unusual items have affected the comparison of operating results during the periods presented: | |||||||||||||||||
-1 | |||||||||||||||||
During the fiscal year ended December 31, 2013, the Company recorded revenue from terminated contracts as follows: second quarter—$1,656; third quarter—$17,600. During the nine-month period ended December 31, 2012, the Company recorded revenue from terminated contracts as follows: first quarter—$5,638; second quarter—$2,900. | |||||||||||||||||
-2 | |||||||||||||||||
During the nine month period ended December 31, 2012, the Company recorded write-downs of inventories of $68,635, comprised of $63,123 of inventory in the Company's PV business, $5,169 of inventory in the Company's sapphire business and $343 of inventory in the Company's polysilicon business. | |||||||||||||||||
-3 | |||||||||||||||||
During the three-month period ended December 31, 2012, the Company recorded charges of $57,037 in connection with the impairment of PV goodwill and $33,441 of charges related to the October 2012 restructuring, Hazelwood facility idling and related asset impairments. For more information regarding goodwill impairment and restructuring charges, please refer to Note 5 Goodwill and Other Intangibles or Note 12 Restructuring Charges and Asset Impairments, respectively. | |||||||||||||||||
-4 | |||||||||||||||||
During the three-month period ended June 29, 2013, the Company recorded revenue and gross profit of $145,660 and $58,820, respectively from two customer arrangements that included SDR-400™s, prior to formal customer acceptance of the products. For the fiscal year ended December 31, 2013, the Company recorded revenue and gross profit of $148,935 and $58,907 related to these two arrangements, respectively. | |||||||||||||||||
-5 | |||||||||||||||||
During the preparation of the 2013 financial statements, the Company identified a $3,843 overstatement of income taxes provided in prior years and a related overstatement of accrued income taxes. Accordingly, in the fourth quarter of 2013, the Company recorded an out-of period adjustment which reduced accrued income taxes and increased the current year benefit for income taxes by $3,843. The Company does not believe that the adjustment described above is material to the Company's results of operations, financial position or cash flows for the current period or for any of the Company's previously filed annual or quarterly financial statements. | |||||||||||||||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies | ' |
Fiscal Year End | ' |
Fiscal Year End. On April 16, 2012, the board of directors of the Company voted to amend the Company's amended and restated by-laws to provide that the Company's fiscal year will end on December 31 of each year. Prior to this amendment, the Company's by-laws had provided that fiscal years ended on the Saturday closest to March 31st of each year. As a result of this change to the fiscal year end, the Company reported a nine-month transition period consisting of the period from April 1, 2012 to December 31, 2012, and the 2013 fiscal year began on January 1, 2013 and ended on December 31, 2013. | |
The Company will report interim quarters, other than fourth quarters which will always end on December 31, on a 13-week basis ending on the last Saturday within such period. The 2014 interim quarter ends will be March 29, June 28 and September 27. The interim quarter ends for the year ended December 31, 2013 were March 30, June 29 and September 28. | |
Principles of Consolidation | ' |
Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries, which include a variable interest entity of which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. | |
Foreign Currency Translation | ' |
Foreign Currency Translation. For foreign subsidiaries where the functional currency is the local currency, assets and liabilities are translated into U.S. dollars at the current exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during each period. Translation adjustments for these subsidiaries are included in accumulated other comprehensive income. | |
For foreign subsidiaries where the functional currency is the U.S. dollar, monetary assets and liabilities are translated into U.S. dollars at the current exchange rate on the balance sheet date. Nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. Revenue and expense items are translated at average rates of exchange prevailing during each period. | |
Realized and unrealized foreign currency gains and losses arising from transactions denominated in currencies other than the subsidiary's functional currency are reflected in earnings. | |
For the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012, and the fiscal year ended March 31, 2012, net foreign currency transaction losses of $313, $1,194 and $1,866, respectively, are included in other, net, in the consolidated statements of operations. | |
Use of Estimates | ' |
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. Management evaluates estimates on an ongoing basis, including those related to revenue recognition, allowance for doubtful accounts, inventory valuation, deferred tax assets and liabilities, property and equipment, goodwill and other intangible assets, warranty obligations, contingent consideration, other contingencies and share-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the then current circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. | |
Cash Equivalents | ' |
Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. | |
Restricted Cash | ' |
Restricted Cash. Restricted cash primarily represents cash received from Apple that have usage restrictions. In accordance with the Apple Prepayment Agreement, this cash is to be used exclusively to purchase components necessary for the manufacture of ASF systems and related equipment principally for use at the Arizona facility. For additional information, refer to Note 3 below. | |
Accounts Receivable and Allowance for Doubtful Accounts | ' |
Accounts Receivable and Allowance for Doubtful Accounts. The Company carries its accounts receivable at their face amounts less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances, credit conditions and a history of write-offs and collections. Where the Company is aware of a customer's inability to meet its financial obligations, it specifically reserves for the potential bad debt to reduce the net recognized receivable to the amount it reasonably believes will be collected. The Company's policy is generally not to charge interest on trade receivables after the invoice becomes past due. A receivable is considered past due if payments have not been received within agreed-upon invoice terms. Accounts are reviewed regularly for collectability and those deemed uncollectible are written off. The allowance for doubtful accounts was $1,575 and $3,103 as of December 31, 2013 and December 31, 2012, respectively. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, long-term debt and prepayment obligation approximate their respective fair values due to their short-term maturities or market interest rates. Foreign currency derivatives are carried at fair value based on quoted market prices for financial instruments with similar characteristics. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk. Financial instruments that potentially subject the Company to significant concentration of credit risk would include its money market fund investments (categorized as cash and cash equivalents). The Company's policy is to invest only with high quality issuers and has policies limiting, among other things, the amount of credit exposure to any one issuer. As of December 31, 2013, the Company held its cash and cash equivalents in money market mutual funds, time deposits and deposit accounts with its financial institutions. | |
In addition, the Company has credit risk from (i) derivative financial instruments used in hedging activities and (ii) accounts receivable. The Company invests in a variety of financial instruments and limits the amount of financial exposure to any one financial institution. The Company has a comprehensive credit policy in place and exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. Credit risk is, in most cases, mitigated through collateral such as letter of credit, bank guarantees or payment terms like cash in advance. The credit risk from derivative financial instrument is described further under the following caption—Derivative Financial Instruments and Hedging Instruments. | |
Inventories | ' |
Inventories. Inventories are stated at the lower of cost or market. The cost of inventory is determined using the first-in, first-out (FIFO) method. The Company records excess and obsolete inventory charges for both inventories on site as well as inventory at contract manufacturers and suppliers when the net realizable value exceeds the carrying amount. | |
The Company performs periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the Company, additional inventory write-downs may be required. | |
The Company classifies inventory that is expected to be on hand beyond one year or one operating cycle as non-current inventory and is included in other assets on the consolidated balance sheets. | |
Purchase Commitments and Vendor Advances | ' |
Purchase Commitments and Vendor Advances. The Company enters into commitments to purchase material from various suppliers in the ordinary course of business. These commitments are entered into to satisfy the material requirements of a specific contract or the overall production plan and often require the Company to make payments in advance. The Company evaluates these advances for recoverability on a periodic basis and more frequently if indicators of asset impairment arise. | |
In the event the Company reschedules and/or cancels a portion of these commitments due to customer delivery delays, customer contract terminations or changes to its production plans, the Company may be liable for cancellation penalties or be required to purchase material in excess of its current expected demand. In such instances, the Company reviews the contractual terms of its purchase commitments and may seek to negotiate with the vendor to minimize any potential loss. In cases where the cancellation is the result of a customer contract termination or delay in customer delivery, the Company may seek to recover the costs incurred. For additional information refer to footnote 15, Commitments and Contingencies. | |
The Company accrues as cost of revenue, losses estimated on advances which are not considered recoverable because of a deterioration in the financial condition of the vendor or because the advances are expected to be forfeited as part of a planned order termination and any termination fees which may be paid to vendors when the Company terminates the contract in accordance with the contract terms. | |
Property, Plant and Equipment | ' |
Property, Plant and Equipment. Land, land improvements, leasehold improvements, buildings, manufacturing equipment and computer equipment are stated at cost. Depreciation is provided, primarily using the straight-line method, over estimated useful lives, ranging from 3 to 15 years for manufacturing equipment and furniture and fixtures, and up to 40 years for buildings. Leasehold improvements are capitalized and depreciated over the lesser of the useful life or the initial lease term. The Company capitalizes certain computer software and software development costs incurred in connection with developing our computer software for internal use. Capitalized software costs are included in property, plant and equipment, net, on the Company's consolidated balance sheet and depreciated on a straight-line basis over the estimated useful lives of the software. Expenditures for repairs and maintenance are charged to expenses as incurred. | |
The Company starts depreciating its assets when they are placed into service. An asset is considered to be placed into service when it is both in the location and condition for its intended use. | |
Intangibles and other Long-Lived Assets | ' |
Intangibles and other Long-Lived Assets. The Company periodically assesses its intangible and other long-lived assets for impairment whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company recognizes an impairment loss for intangibles and other long-lived assets if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows. A long-lived asset or asset group that is held for use is required to be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. These lowest levels of cash flows are used in the calculation of whether or not the carrying amount of the long-lived asset is recoverable. Any such impairment loss is measured as the difference between the carrying amount and the fair value of the asset. | |
IPR&D. In-process research and development ("IPR&D") assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. IPR&D represents the fair value assigned to incomplete technologies that the Company acquires, which at the time of acquisition have not reached technological feasibility and have no alternative future use. A technology is considered to have an alternative future use if it is probable that the acquirer will use the asset in its incomplete state as it exists at the acquisition date, in another research and development project that has not yet commenced, and economic benefit is anticipated from that use. Substantial additional research and development may be required before any of the Company's IPR&D programs reach technological feasibility. Upon completion of the projects, the IPR&D assets will be amortized over their estimated useful lives. | |
The Company tests its indefinite-lived IPR&D assets for impairment on an annual basis, or more frequently if an impairment indicator is present, by comparing the fair value of each IPR&D asset to the carrying value for the asset. If the carrying value is greater than the fair value of the asset, the Company is required to write down the value of the IPR&D asset to its fair value. The Company will test its indefinite-lived IPR&D assets for potential impairment until the projects are completed or abandoned. | |
Goodwill | ' |
Goodwill. Goodwill represents the excess of the cost of acquired businesses over the fair value of identifiable net assets acquired. Goodwill is tested for impairment on an annual basis, as well as on an interim basis, as warranted, whenever events and changes in circumstances indicate there may be an impairment. Goodwill is evaluated at the reporting unit level and is attributable to the Company's PV and sapphire reporting units. To test for impairment, the Company compares the carrying value of the reporting unit to its fair value. If the reporting unit's carrying value exceeds its fair value, the Company would record an impairment loss to the extent that the carrying value of goodwill exceeds its implied fair value. | |
During the fiscal year ended December 31, 2013, the Company tested its goodwill for impairment as of September 29, 2013 and concluded there was no impairment of the carrying value of goodwill as of that date. | |
Warranty | ' |
Warranty. The Company's polysilicon products are sold with a standard warranty typically for a period not exceeding twenty-four months from delivery. The Company's PV and sapphire equipment are generally sold with a standard warranty for a period equal to the shorter of: (i) twelve months from the date of acceptance by the customer; or (ii) fifteen months from the date of shipment. The warranty is typically provided on a repair or replacement basis and is not limited to products or parts manufactured by the Company. The Company's sapphire material products are generally sold with a standard warranty for a period not greater than thirty days, but may be for longer periods in certain circumstances (this does not reflect the warranty provisions pursuant to the agreement to supply sapphire material to Apple). The Company accrues an estimate of the future costs of meeting warranty obligations when products are shipped. The Company makes and revises this estimate based on the number of units under warranty and historical experience with warranty claims. | |
Derivative Financial Instruments and Hedging Agreements | ' |
Derivative Financial Instruments and Hedging Agreements. The Company enters into forward foreign currency exchange contracts to hedge cash flow exposures from the impact of changes in foreign exchange rates. Such exposures result primarily from purchase orders for inventory and equipment that are denominated in currencies other than the U.S. dollar, primarily the Euro. These foreign forward currency exchange contracts are entered into to support purchases made in the normal course of business and to hedge operational risks, and accordingly, are not speculative in nature. The Company does not enter into any hedging arrangements for speculative purposes. The Company's hedges relate to anticipated transactions, are designated and documented at the inception of the respective hedges as cash flow hedges and are evaluated for effectiveness quarterly. | |
The Company records all derivative financial instruments in the consolidated financial statements in other current assets or accrued liabilities, depending on their net position, at fair value. Changes in the fair value of the derivative financial instruments are either recognized periodically in earnings or in stockholders' equity as a component of accumulated other comprehensive income ("AOCI") or loss depending on whether the derivative financial instrument qualifies for hedge accounting. The effective portion of any changes in the fair value of forward contracts that have been designated and qualify as cash flow hedges is recorded in AOCI until the hedged transaction occurs or the recognized currency transaction affects earnings. Once the hedged transaction occurs or the recognized currency transaction affects earnings, the effective portion of any related gains or losses on the cash flow hedge is reclassified from AOCI to earnings. Changes in fair values of derivatives not qualifying for hedge accounting are reported in earnings as they occur. The Company classifies the cash flows from hedging transactions in the same categories as the cash flows from the respective hedged items. | |
Hedge accounting is discontinued when it is determined that a derivative instrument is no longer an effective hedge. Any gains or losses that were AOCI from hedging a forecasted transaction no longer considered probable of occurring will be recognized immediately in current period earnings due to changes in expectations on the original forecasted transaction. | |
Derivative financial instruments involve, to a varying degree, elements of market and risk not recognized in consolidated financial statements. The market risk associated with these instruments resulting from currency exchange rate or interest rate movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. The counterparties to the agreements relating to the Company's foreign exchange instruments are major international financial institutions with high credit ratings. The Company does not believe that there is significant risk of nonperformance by the counterparties because the Company monitors the credit rating of such counterparties. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of the Company's exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of the counterparty to meet the terms of the contracts) are generally limited to the amounts, if any, by which the counterparty's obligations under the contracts exceed the obligations of the Company to the counterparty. | |
Convertible Senior Notes | ' |
Convertible Senior Notes. The Company separately accounts for the liability and equity components of both its $220,000 aggregate principal of 3.00% convertible senior notes due 2017 issued on September 28, 2012 (the "2017 Notes") and its $214,000 aggregate principal of 3.00% convertible senior notes due 2020 issued on December 10, 2013 (the "2020 Notes"). The estimated fair value of the liability components are computed based on an assessment of the fair value of a similar debt instrument that does not include a conversion feature. The equity components, which represent the conversion features, are recognized as debt discounts and recorded in additional paid-in capital, represent the difference between the gross proceeds from the issuance of the notes and the estimated fair value of the liability components at the date of issuance. The debt discounts are amortized over the expected life of a similar debt instrument without the equity component. The effective interest rate used to amortize the debt discount is based on the Company's estimated non-convertible borrowing rate as of the date the notes were issued. | |
Income Taxes | ' |
Income Taxes. The Company provides for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | |
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. All available positive and negative evidence is reviewed in making a determination. The evidence includes future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company determines that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded which would reduce the provision for income taxes. | |
The Company assesses its income tax positions and records tax benefits based upon management's evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. The Company classifies liabilities for uncertain tax positions as non-current liabilities unless the uncertainty is expected to be resolved within one year. The Company classifies charges for interest and penalties on uncertain tax positions as income tax expense. | |
The Company classifies tax benefits realized upon the exercise of stock options in excess of that which is associated with the expense recognized for financial reporting purposes, along with any deficiencies to the extent of prior period gains, within additional paid-in capital. The excess tax benefits realized from stock compensation deductions are presented as a financing cash inflow rather than as a reduction of income taxes paid in the consolidated statement of cash flows. | |
Share-Based Compensation | ' |
Share-Based Compensation. The Company grants stock options, restricted stock and restricted stock units at the discretion of the Board of Directors or a committee thereof, to certain employees, consultants and members of the Board of Directors. The Company's stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which generally represents the vesting period, and includes an estimate of the awards that will be forfeited. The Company uses the Black-Scholes valuation model for estimating the fair value on the date of grant of stock options, unless the awards are subject to market conditions, in which case the Company uses a binomial-lattice model (e.g. Monte Carlo simulation model). The Monte Carlo simulation model utilizes multiple inputs to estimate the probability that market conditions will be achieved. The fair value of stock option awards is affected by the Company's stock price as well as inputs, including the volatility of the Company's stock price, expected term of the option, risk-free interest rate and expected dividends. | |
Customer Deposits and Payment Terms | ' |
Customer Deposits and Payment Terms. The Company's payment terms with equipment customers typically include a deposit which is recorded as customer deposits until such time as the products are shipped. The Company sometimes is requested by its equipment customers to issue letters of credit, in order to secure customer deposits. Generally, such a letter of credit expires upon shipment to the customer. In addition to cash deposits, customers are also generally required to either post a letter of credit at least equal to 90% of the value of the equipment prior to shipment. Upon shipment, the Company will invoice all but a final portion (typically 10%) for each product shipped with the remainder due upon customer acceptance. The Company's contracts with equipment customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained. The Company classifies customer deposits that are expected to be on hand beyond one year, or one operating cycle, as non-current in the consolidated balance sheets. | |
At December 31, 2013 and December 31, 2012, the Company had $1,330 and $33,540, respectively, of standby letters of credit outstanding representing primarily performance guarantees issued against customer deposits. These standby letters of credit have not been included in the consolidated financial statements and are cash collateralized. | |
Revenue Recognition | ' |
Revenue Recognition. The majority of the Company's contracts involve the sale of equipment or materials and services under multiple element arrangements. The Company recognizes revenue when persuasive evidence of an arrangement exists, the sale price is fixed or determinable, collectability is reasonably assured through historical collection results and regular credit evaluations, and delivery has occurred and there are no uncertainties regarding customer acceptance. | |
The Company allocates revenue in an arrangement on the basis of the relative selling price of deliverables at the inception of the arrangement. When applying the relative selling price method, the selling price for each deliverable is determined using vendor-specific objective evidence of selling price ("VSOE"), if it exists, or third-party evidence of selling price ("TPE"). If neither VSOE nor TPE exists, then the Company uses its best estimate of the selling price ("ESP") for that deliverable. | |
The multiple-deliverable revenue guidance requires that the Company evaluate each deliverable in an arrangement to determine whether such deliverable would represent a separate unit of accounting. The product or service constitute a separate unit of accounting when it fulfills the following criteria: (a) the delivered item(s) has value to the customer on a standalone basis and (b) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. The Company's equipment sales arrangements typically do not include a general right of return and the majority of the Company's products and services qualify as separate units of accounting. | |
Prior to the adoption of ASU 2009-13 on April 3, 2011, the Company's products or services constitute separate units of accounting when it fulfilled the following criteria: (a) the delivered item(s) has value to the customer on a standalone basis, (b) there is objective and reliable evidence of the fair value of the undelivered item(s), and (c) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. Given the differences created in the pre ASU 2009-13 accounting model in comparison to the ASU 2009-13 accounting model, for transactions entered into prior to the adoption of ASU 2009-13, where objective evidence of fair value exists for all undelivered elements, but not delivered elements, the Company applies the residual method for recognizing revenue. If objective evidence of fair value does not exist for the undelivered elements of the arrangement, all revenue is deferred until such evidence does exist, or until all elements for which the Company does not have objective evidence of fair value are delivered, whichever is earlier assuming all other revenue recognition criteria are met. In certain arrangements, the Company provided customers with contractual rights that extend for a specific period of time. The Company considered these rights a separate element, for which objective evidence of fair value did not exist. Revenue for these arrangements is recognized ratably over the period commencing when all other elements had been delivered through the period when such rights expire. | |
The Company establishes VSOE based upon the price charged when the same element is sold separately or established by management having the relevant pricing authority. When VSOE exists, it is used to determine the selling price of a deliverable. Objective evidence of fair value for installation and training services is based upon the estimated time to complete the installation and training at the established fair value hourly rates that the Company charges for similar professional services on a stand-alone basis. The Company has not been able to establish VSOE for certain of its products and for certain of its services because the Company has not sold such products or services on a stand-alone basis. | |
When VSOE is not established, the Company attempts to establish the selling price of each element based on TPE. The Company's products and services differ from that of its competitors and therefore, comparable pricing of competitors' products and services with similar functionality generally cannot be obtained. Accordingly, the Company is generally not able to determine TPE for its products or services. | |
When the Company is unable to establish selling price using VSOE or TPE, the Company uses ESP in its allocation of arrangement consideration for the relevant deliverables. The objective of ESP is to determine the price at which the Company would transact a sale if a product or service was sold on a stand-alone basis. The Company determines ESP for its products and certain services by considering multiple factors including, but not limited to, overall market conditions, profit objectives and historical pricing practices for such deliverables. | |
The Company's ASF and DSS equipment contracts contain customer-specified acceptance provisions. Polysilicon reactors contracts do not contain customer-specified acceptance provisions, and are generally deemed to be contractually accepted at the time the reactor is initially delivered to the customer's facility. For arrangements containing products that the Company considers to be "established," revenue is recognized for the product deliverable upon delivery, assuming all other revenue recognition criteria are met. For arrangements containing products considered to be "new" or containing customer acceptance provisions that are deemed to be more than perfunctory, product revenue is recorded upon customer acceptance or at the time the product is determined to be "established". | |
Products are classified as "established" products if post-delivery acceptance provisions and the installation process have been determined to be routine and there is a demonstrated history of achieving the predetermined contractual objective specifications. | |
In determining when a "new" product is considered "established", the Company considers the following factors: (i) the stability of the product's technology, (ii) the test results of products prior to shipment, (iii) successful installations at customer's sites and (iv) the performance results once installed. The Company generally believes that the satisfaction of the first two criteria, coupled with the satisfaction of final two criteria for multiple product units in the facilities of at least three to five separate customers that, in each case, results in acceptance in accordance with the standard contract terms are necessary to support the conclusion that there are no uncertainties regarding customer acceptances of the standard objective specifications and therefore the installation process can be considered perfunctory. | |
SDR-400™ | |
During the three months ended June 29, 2013, the Company determined that it had obtained sufficient evidence that the SDR-400™, a product within the Polysilicon business unit, is an established product in accordance with the Company's revenue recognition policy, and accordingly, there is no longer uncertainty around meeting the requirements of customer acceptance conditions in agreements that contain the standard or demonstrated specifications of the SDR-400™. In concluding that the SDR-400™ is now an established product, the Company considered the stability of the product's technology, the ability to test the product prior to shipment, and the historical performance results of over 30 product installations at one of our customers' facilities. As a result of classifying the SDR-400™ an established product, the Company recognized revenue and gross profit of $148,935 and $58,907, in the twelve months ended December 31, 2013, from two customer arrangements that included SDR-400™'s, prior to formal customer acceptance of the products. Non-refundable payments received under these customer arrangements exceed the recognized revenue and were previously recorded as deferred revenue. The Company continues to report deferred revenue related to these arrangements for advance payments on other deliverables included in the arrangements. | |
The Company's contracts generally do not contain cancellation provisions. When a customer fails to perform its contractual obligations and such failure continues after notice of breach and a cure period the Company may terminate the contract and the customer may be liable for contractual damages. At the time of termination, the Company records as revenues any non-refundable deposits or deferred revenue amounts and records as cost of revenue any previously deferred cost as well as any related costs to terminate the contract including excess or obsolete inventory or unrecoverable vendor advances or other purchase commitment costs as a result of the termination. During the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012, and the fiscal year ended March 31, 2012, the Company recognized $19,256, $8,538 and $35,519 in revenue as a result of contract terminations, respectively. | |
Spare parts revenue is generally recognized upon shipment and services revenue is generally recognized as the services are provided. | |
The Company records reimbursable out-of-pocket expenses and shipping as both revenue and as a direct cost of revenue, as applicable. The Company records revenue net of applicable sales and value added taxes collected. Taxes collected from customers are recorded as part of accrued expenses on the consolidated balance sheet and are remitted to state and local taxing jurisdictions based on the filing requirements of each jurisdiction. | |
Deferred Revenue and Deferred Costs | ' |
Deferred Revenue and Deferred Costs. Deferred revenue includes amounts that have been billed per the contractual terms but have not been recognized as revenue. Deferred costs represent direct costs related to deferred revenues and include the cost of manufactured or acquired inventory items, capitalized labor and related overhead for engineering services, and in certain cases shipping costs. The Company classifies as long-term the portion of deferred revenue and deferred costs that are expected to be recognized beyond one year, or one operating cycle, as non-current on the consolidated balance sheets. | |
Research and Development Costs | ' |
Research and Development Costs. Research and development costs are expensed as incurred. | |
Business Combinations | ' |
Business Combinations. The Company accounts for business combinations at fair value. All changes that do not qualify as measurement period adjustments are included in current period earnings. Significant judgment is required to determine the estimated fair value for assets and liabilities acquired and to assigning their respective useful lives. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management's estimates and assumptions, as well as other information compiled by management, including available historical information and valuations that utilize customary valuation procedures and techniques. | |
The Company generally employs the income method to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product life cycles, economic barriers to entry, a brand's relative market position and the discount rate applied to the cash flows, among others. | |
If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in the impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. | |
The consideration for our acquisitions often includes future payments that are contingent upon the occurrence of a particular event. We record a contingent consideration obligation for such contingent consideration payments at fair value on the acquisition date. We estimate the acquisition date fair value of contingent consideration obligations through valuation models that incorporate probability adjusted assumptions related to the achievement of the milestones and the likelihood of making related payments. Each period the Company revalues the contingent consideration obligations associated with the acquisition to fair value and records changes in the fair value as contingent consideration expense. Increases or decreases in the fair value of the contingent consideration obligations can result from changes in assumed discount periods and rates, changes in the assumed timing and amount of revenue and expense estimates and changes in assumed probability with respect to the attainment of certain financial and operational metrics, among others. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the amount of contingent consideration expense recorded in any given period. | |
Reclassifications | ' |
Reclassifications. Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. Specifically, contingent consideration (income) expense of $(9,492) and $4,458 for the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, respectively, were previously included in general and administrative expense, but are now stated separately in the Company's consolidated statements of operations. In addition, construction in process assets of $2,812 as of December 31, 2012 were previously included within their corresponding asset categories within property, plant and equipment, but have been separately presented at December 31, 2013. For additional information, refer to Note 9. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Income Taxes (Topic 740): Presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance eliminates diversity in practice surrounding the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The new guidance requires entities to net an unrecognized tax benefit with a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if the carryforward would be used to settle additional tax due upon disallowance of a tax position. The amendment is effective for fiscal periods beginning after December 15, 2013 with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our financial statements. | |
Recently Adopted Accounting Pronouncements | |
Effective January 1, 2013, the Company adopted Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The guidance is intended to provide disclosure on items reclassified out of accumulated other comprehensive income either in the notes or parenthetically on the face of the income statement. The required disclosure is in Note 23 below. | |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Thermal Technology, LLC | ' | ||||
Acquisitions | ' | ||||
Summary of the purchase price allocation for the acquisition of privately-held company | ' | ||||
Fair value of consideration transferred: | |||||
Common stock | $ | 14,463 | |||
Contingent consideration obligations | 6,211 | ||||
Preliminary estimate of net working capital adjustment | (735 | ) | |||
| | | | | |
Total fair value of consideration | $ | 19,939 | |||
| | | | | |
| | | | | |
Fair value of assets acquired and liabilities assumed: | |||||
Accounts receivable | $ | 1,008 | |||
Inventory | 7,861 | ||||
Property, plant and equipment | 1,700 | ||||
Deferred tax asset | 411 | ||||
Other assets | 439 | ||||
Intangible assets | 14,500 | ||||
Goodwill | 6,258 | ||||
Accounts payable and accrued expenses | (7,057 | ) | |||
Customer deposits | (2,509 | ) | |||
Deferred tax liability | (2,663 | ) | |||
Other current liabilities | (9 | ) | |||
| | | | | |
Total net assets acquired | $ | 19,939 | |||
| | | | | |
| | | | | |
Twin Creeks Technologies, Inc. | ' | ||||
Acquisitions | ' | ||||
Summary of the purchase price allocation for the acquisition of privately-held company | ' | ||||
Fair value of consideration transferred: | |||||
Cash | $ | 10,172 | |||
Contingent consideration obligations | 5,200 | ||||
| | | | | |
Total fair value of consideration | $ | 15,372 | |||
| | | | | |
| | | | | |
Fair value of assets acquired and liabilities assumed: | |||||
Property, plant and equipment | $ | 1,529 | |||
Other assets | 23 | ||||
In-process research and development | 12,300 | ||||
Goodwill | 2,907 | ||||
Accounts payable | (1,362 | ) | |||
Other current liabilities | (25 | ) | |||
| | | | | |
Total net assets acquired | $ | 15,372 | |||
| | | | | |
| | | | | |
Confluence Solar, Inc. | ' | ||||
Acquisitions | ' | ||||
Summary of the purchase price allocation for the acquisition of privately-held company | ' | ||||
Fair value of consideration transferred: | |||||
Cash | $ | 61,090 | |||
Contingent consideration obligations | 13,858 | ||||
Purchase price adjustment | (511 | ) | |||
| | | | | |
Total fair value of consideration | $ | 74,437 | |||
| | | | | |
| | | | | |
Fair value of assets acquired and liabilities assumed: | |||||
Cash | $ | 151 | |||
Inventories | 320 | ||||
Prepaid expenses and other assets | 1,080 | ||||
Property, plant and equipment | 6,616 | ||||
Intangible assets | 71,850 | ||||
Deferred tax assets | 13,570 | ||||
Goodwill | 17,346 | ||||
Accounts payable | (3,627 | ) | |||
Accrued expenses and other non-current liabilities | (452 | ) | |||
Customer deposits | (2,000 | ) | |||
Capital lease liability | (735 | ) | |||
Deferred tax liabilities | (29,682 | ) | |||
| | | | | |
Total net assets acquired | $ | 74,437 | |||
| | | | | |
| | | | | |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||
Schedule of changes in the Company's goodwill | ' | |||||||||||||||||||||
Photovoltaic | Sapphire | Total | ||||||||||||||||||||
Business | Business | |||||||||||||||||||||
Balance as of December 31, 2012 | ||||||||||||||||||||||
Goodwill | $ | 61,399 | $ | 43,659 | $ | 105,058 | ||||||||||||||||
Accumulated impairment losses | (57,037 | ) | — | (57,037 | ) | |||||||||||||||||
| | | | | | | | | | | ||||||||||||
4,362 | 43,659 | 48,021 | ||||||||||||||||||||
Acquisition of Thermal Technology | — | 6,258 | 6,258 | |||||||||||||||||||
Balance as of December 31, 2013 | ||||||||||||||||||||||
Goodwill | 61,399 | 49,917 | 111,316 | |||||||||||||||||||
Accumulated impairment losses | (57,037 | ) | — | (57,037 | ) | |||||||||||||||||
| | | | | | | | | | | ||||||||||||
$ | 4,362 | $ | 49,917 | $ | 54,279 | |||||||||||||||||
| | | | | | | | | | | ||||||||||||
| | | | | | | | | | | ||||||||||||
Schedule of intangible assets | ' | |||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Average | ||||||||||||||||||||||
Amortization | ||||||||||||||||||||||
Period | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||||||||
Finite-lived intangible assets | ||||||||||||||||||||||
Photovoltaic: | ||||||||||||||||||||||
Technology | 9.5 years | $ | 74,200 | $ | 21,694 | $ | 52,506 | $ | 72,200 | $ | 14,951 | $ | 57,249 | |||||||||
Trade names / Trademarks | 8.6 years | 7,100 | 3,506 | 3,594 | 7,100 | 3,036 | 4,064 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Subtotal: | 81,300 | 25,200 | 56,100 | 79,300 | 17,987 | 61,313 | ||||||||||||||||
Polysilicon: | ||||||||||||||||||||||
Technology | 2.6 years | 1,500 | 1,500 | — | 1,500 | 1,500 | — | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Subtotal: | 1,500 | 1,500 | — | 1,500 | 1,500 | — | ||||||||||||||||
Sapphire: | ||||||||||||||||||||||
Customer relationships | 6.4 years | 7,300 | 2,616 | 4,684 | 4,100 | 1,651 | 2,449 | |||||||||||||||
Technology | 9.3 years | 28,600 | 6,760 | 21,840 | 17,300 | 4,181 | 13,119 | |||||||||||||||
Order backlog | 1.2 years | 500 | 500 | — | 500 | 500 | — | |||||||||||||||
Trade names | 8.0 years | 1,100 | 470 | 630 | 1,100 | 332 | 768 | |||||||||||||||
Non-compete agreements | 5.8 years | 1,000 | 611 | 389 | 1,000 | 433 | 567 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Subtotal: | 38,500 | 10,957 | 27,543 | 24,000 | 7,097 | 16,903 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Total finite-lived intangible assets | 121,300 | 37,657 | 83,643 | 104,800 | 26,584 | 78,216 | ||||||||||||||||
Indefinite-lived intangible assets | ||||||||||||||||||||||
In-process research and development | 12,300 | — | 12,300 | 12,300 | — | 12,300 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Total intangible assets | $ | 133,600 | $ | 37,657 | $ | 95,943 | $ | 117,100 | $ | 26,584 | $ | 90,516 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Schedule of estimated future amortization expense for the Company's intangible assets | ' | |||||||||||||||||||||
Year Ending December 31, | Amortization | |||||||||||||||||||||
Expense | ||||||||||||||||||||||
2014 | $ | 11,881 | ||||||||||||||||||||
2015 | 11,852 | |||||||||||||||||||||
2016 | 11,519 | |||||||||||||||||||||
2017 | 11,052 | |||||||||||||||||||||
2018 | 10,990 | |||||||||||||||||||||
Thereafter | 26,349 |
Customer_Concentrations_Tables
Customer Concentrations (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Customer Concentrations | ' | |||||||||||||||||||||||||||||||
Schedule of customers comprising 10% or more of the Company's total revenue or accounts receivable | ' | |||||||||||||||||||||||||||||||
As of | ||||||||||||||||||||||||||||||||
Fiscal Year | Nine-Month | |||||||||||||||||||||||||||||||
Ended | Period Ended | |||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||
2013 | 2012 | Fiscal Year | December 31, | December 31, | ||||||||||||||||||||||||||||
Ended | 2013 | 2012 | ||||||||||||||||||||||||||||||
31-Mar-12 | ||||||||||||||||||||||||||||||||
Revenue | % of | Revenue | % of | Revenue | % of | Accounts | % of | Accounts | % of | |||||||||||||||||||||||
Total | Total | Total | Receivable | Total | Receivable | Total | ||||||||||||||||||||||||||
Photovoltaic Customers | ||||||||||||||||||||||||||||||||
Customer #1 | * | * | * | * | * | * | $ | 5,543 | 45% | * | * | |||||||||||||||||||||
Customer #2 | * | * | * | * | * | * | * | * | $ | 2,478 | 10% | |||||||||||||||||||||
Polysilicon Customers | ||||||||||||||||||||||||||||||||
Customer #3 | $ | 109,216 | 37% | * | * | * | * | * | * | * | * | |||||||||||||||||||||
Customer #4 | 45,268 | 15% | * | * | * | * | * | * | 9,085 | 38% | ||||||||||||||||||||||
Customer #5 | 34,915 | 12% | * | * | * | * | * | * | * | * | ||||||||||||||||||||||
Customer #6(1) | * | * | $ | 129,894 | 34% | $ | 187,336 | 20% | * | * | * | * | ||||||||||||||||||||
Customer #7 | * | * | 78,226 | 21% | * | * | * | * | * | * | ||||||||||||||||||||||
Customer #8 | * | * | 49,055 | 13% | * | * | * | * | 3,248 | 14% | ||||||||||||||||||||||
* | ||||||||||||||||||||||||||||||||
Amounts from these customers were less than 10% of the total as of or for the respective period. | ||||||||||||||||||||||||||||||||
-1 | ||||||||||||||||||||||||||||||||
Total revenue recognized from this customer for the nine-month period ended December 31, 2012 was $130,912, or 34% of total revenue and $223,723 or 23% of total revenue for the fiscal year ended March 31, 2012. Not included in the table above for the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012 is $1,018, or less than 1%, and $36,387, or 4%, respectively, of total revenue recognized for those periods for sales to this customer that have been included in the sapphire business. | ||||||||||||||||||||||||||||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventories | ' | |||||||
Schedule of inventories | ' | |||||||
December 31, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 29,704 | $ | 97,957 | ||||
Work-in-process | 6,941 | 5,100 | ||||||
Finished goods | 2,442 | 30,229 | ||||||
| | | | | | | | |
$ | 39,087 | $ | 133,286 | |||||
| | | | | | | | |
| | | | | | | | |
Other_Assets_Tables
Other Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Assets | ' | |||||||
Schedule of other assets | ' | |||||||
December 31, 2013 | December 31, 2012 | |||||||
Inventory | $ | 50,010 | $ | 33,834 | ||||
Vendor advances | 37,702 | 20,664 | ||||||
Deferred financing fees | 8,058 | 8,787 | ||||||
Deferred income taxes | 18,872 | 15,424 | ||||||
Deferred costs | 26,528 | 24,423 | ||||||
Deferred rent asset | 2,048 | — | ||||||
Other | 7,694 | 8,211 | ||||||
| | | | | | | | |
$ | 150,912 | $ | 111,343 | |||||
| | | | | | | | |
| | | | | | | | |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment | ' | |||||||||
Schedule of property, plant and equipment, net | ' | |||||||||
Estimated Useful Life | December 31, 2013 | December 31, 2012 | ||||||||
Leasehold improvements | Lesser of useful life or | $ | 22,693 | $ | 21,339 | |||||
initial lease term | ||||||||||
Land | — | 1,074 | 1,074 | |||||||
Land improvements | 15 years | 326 | 326 | |||||||
Building | 40 years | 17,606 | 17,327 | |||||||
Machinery and equipment | 3 to 7 years | 53,153 | 52,120 | |||||||
Computer equipment and software | 3 to 5 years | 11,451 | 11,296 | |||||||
Furniture and fixtures | 5 to 7 years | 2,749 | 2,597 | |||||||
Construction in process | — | 146,092 | 2,812 | |||||||
| | | | | | | | | | |
255,144 | 108,891 | |||||||||
Less accumulated depreciation | (45,384 | ) | (30,911 | ) | ||||||
| | | | | | | | | | |
$ | 209,760 | $ | 77,980 | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
Warranty_and_Qualifying_Accoun1
Warranty and Qualifying Accounts (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Warranty and Qualifying Accounts | ' | ||||||||||
Schedule of warranty activities | ' | ||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Product warranty liability, beginning of the period | $ | 10,711 | $ | 6,225 | $ | 6,943 | |||||
Accruals for warranties issued | 7,528 | 11,534 | 5,984 | ||||||||
Payments under warranty | (6,550 | ) | (7,048 | ) | (6,702 | ) | |||||
| | | | | | | | | | | |
Product warranty liability, end of period | $ | 11,689 | $ | 10,711 | $ | 6,225 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of allowance for doubtful accounts | ' | ||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Allowance for doubtful accounts, beginning of period | $ | 3,103 | $ | 5,422 | $ | 2,536 | |||||
Provision for doubtful accounts | 664 | 569 | 671 | ||||||||
Reclassification from deferred revenue | — | 176 | 2,249 | ||||||||
Write offs and recoveries | (2,192 | ) | (3,064 | ) | (34 | ) | |||||
| | | | | | | | | | | |
Allowance for doubtful accounts, end of the period | $ | 1,575 | $ | 3,103 | $ | 5,422 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Long_Term_Debt_Revolving_Credi1
Long Term Debt, Revolving Credit Facility and Prepayment Obligation (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Long-Term Debt and Revolving Credit Facility | ' | ||||
Schedule of repayment of principal amounts | ' | ||||
Calendar Year Ending | Principal Payments | ||||
2014 | $ | — | |||
2015 | 45,000 | ||||
2016 | 45,000 | ||||
2017 | 265,000 | ||||
2018 | 45,000 | ||||
2019 | 45,000 | ||||
2020 | 214,000 | ||||
| | | | | |
Total | $ | 659,000 | |||
| | | | | |
| | | | | |
3.00% Convertible Senior Notes due 2017 | ' | ||||
Long-Term Debt and Revolving Credit Facility | ' | ||||
Schedule of interest expense | ' | ||||
Fiscal Year Ended | |||||
December 31, 2013 | |||||
Contractual coupon rate of interest | $ | 6,637 | |||
Amortization of issuance costs and debt discount | 11,632 | ||||
| | | | | |
Interest expense—Convertible Notes | $ | 18,269 | |||
| | | | | |
| | | | | |
Schedule of carrying value of the notes | ' | ||||
December 31, 2013 | |||||
Principal balance | $ | 220,000 | |||
Discount, net of accumulated amortization of $13,269 | (51,847 | ) | |||
| | | | | |
Carrying amount | $ | 168,153 | |||
| | | | | |
| | | | | |
3.00% convertible senior notes due 2020 | ' | ||||
Long-Term Debt and Revolving Credit Facility | ' | ||||
Schedule of interest expense | ' | ||||
Fiscal Year Ended | |||||
December 31, 2013 | |||||
Contractual coupon rate of interest | $ | 390 | |||
Amortization of issuance costs and debt discount | 565 | ||||
| | | | | |
Interest expense—Convertible Notes | $ | 955 | |||
| | | | | |
| | | | | |
Schedule of carrying value of the notes | ' | ||||
December 31, 2013 | |||||
Principal balance | $ | 214,000 | |||
Discount, net of accumulated amortization of $531 | (98,239 | ) | |||
| | | | | |
Carrying amount | $ | 115,761 | |||
| | | | | |
| | | | | |
Restructuring_Charges_and_Asse1
Restructuring Charges and Asset Impairments (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Restructuring Charges and Asset Impairments | ' | |||||||||||||
Schedule of restructuring accrual activity | ' | |||||||||||||
Employee Related | Lease Exit Costs | Asset Impairments | Total | |||||||||||
Benefits | ||||||||||||||
Restructuring and impairment charges | $ | 2,986 | $ | 176 | $ | 30,279 | $ | 33,441 | ||||||
Cash Payments | (910 | ) | (43 | ) | (953 | ) | ||||||||
Asset impairment | — | (30,279 | ) | (30,279 | ) | |||||||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2012 | 2,076 | 133 | — | 2,209 | ||||||||||
| | | | | | | | | | | | | | |
Restructuring and impairment charges | 362 | 2,496 | 4,010 | 6,868 | ||||||||||
Cash Payments | (2,324 | ) | (1,166 | ) | — | (3,490 | ) | |||||||
Asset impairment | — | — | (4,010 | ) | (4,010 | ) | ||||||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2013 | $ | 114 | $ | 1,463 | $ | — | $ | 1,577 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Schedule of loss (income) before provision for income taxes | ' | ||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Domestic | $ | (78,482 | ) | $ | (40,348 | ) | $ | 126,422 | |||
Foreign | (43,996 | ) | (115,694 | ) | 143,516 | ||||||
| | | | | | | | | | | |
Total | $ | (122,478 | ) | $ | (156,042 | ) | $ | 269,938 | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of provision for income taxes | ' | ||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Current: | |||||||||||
Federal | $ | (5,565 | ) | $ | 31,180 | $ | 42,569 | ||||
State | (1,490 | ) | 2,888 | 7,533 | |||||||
Foreign | (189 | ) | 702 | 27,953 | |||||||
| | | | | | | | | | | |
Total current | $ | (7,244 | ) | $ | 34,770 | $ | 78,055 | ||||
Deferred: | |||||||||||
Federal | $ | (24,414 | ) | $ | (28,136 | ) | $ | 11,202 | |||
State | (2,246 | ) | (4,472 | ) | (1,271 | ) | |||||
Foreign | (5,772 | ) | (15,896 | ) | (1,445 | ) | |||||
| | | | | | | | | | | |
Total deferred | $ | (32,432 | ) | $ | (48,504 | ) | $ | 8,486 | |||
| | | | | | | | | | | |
Total (benefit) provision for income taxes | $ | (39,676 | ) | $ | (13,734 | ) | $ | 86,541 | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of reconciliation of U.S. federal income tax rate to the Company's effective rate | ' | ||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Income tax at federal statutory rate | $ | (42,867 | ) | $ | (54,615 | ) | $ | 94,478 | |||
State income tax, net of U.S. federal benefit | (2,428 | ) | (1,029 | ) | 4,071 | ||||||
IRC Section 199 deduction | — | — | (624 | ) | |||||||
Foreign income taxes at rates different than domestic rates | 5,312 | 17,503 | (28,793 | ) | |||||||
Effect of foreign operations included in U.S. federal provision | 4 | 110 | 3,306 | ||||||||
Foreign permanent items | 6,502 | 8,997 | 6,021 | ||||||||
Non-deductible goodwill | — | 19,963 | — | ||||||||
Reserves for uncertain tax benefits | 1,284 | 1,045 | 8,185 | ||||||||
Research credits | (3,488 | ) | 4 | (798 | ) | ||||||
Non-deductible contingent consideration expense | (2,763 | ) | (3,397 | ) | 1,513 | ||||||
Adjustment to accrued income taxes | (3,843 | ) | — | — | |||||||
Other | 2,611 | (2,315 | ) | (818 | ) | ||||||
| | | | | | | | | | | |
$ | (39,676 | ) | $ | (13,734 | ) | $ | 86,541 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of significant components of the Company's deferred tax assets and liabilities | ' | ||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Deferred revenue | $ | 6,971 | $ | 22,188 | |||||||
Reserves not currently deductible | 12,463 | 10,939 | |||||||||
Equity compensation | 4,911 | 5,612 | |||||||||
Allowance for doubtful accounts | 592 | 398 | |||||||||
Contingent consideration | 2,659 | 81 | |||||||||
Tax credits | 4,189 | 820 | |||||||||
Loss carry-forward | 50,289 | 14,116 | |||||||||
Other | 1,334 | 879 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | $ | 83,408 | $ | 55,033 | |||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Deferred costs | 2,471 | 4,672 | |||||||||
Fixed assets | 5,243 | 4,824 | |||||||||
Intangibles | 22,763 | 23,713 | |||||||||
Convertible notes and bond hedge | 39,626 | 2,634 | |||||||||
| | | | | | | | ||||
70,103 | 35,843 | ||||||||||
| | | | | | | | ||||
Net deferred tax assets | $ | 13,305 | $ | 19,190 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Reported as: | |||||||||||
Deferred income taxes—current | $ | 17,881 | $ | 26,339 | |||||||
Deferred income taxes—long-term | (4,576 | ) | (7,149 | ) | |||||||
| | | | | | | | ||||
$ | 13,305 | $ | 19,190 | ||||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits | ' | ||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year Ended | |||||||||
December 31, 2013 | Period Ended | March 31, 2012 | |||||||||
December 31, 2012 | |||||||||||
Balance at beginning of period | $ | 26,322 | $ | 25,295 | $ | 17,653 | |||||
Increases related to current year tax positions | 405 | 177 | 7,823 | ||||||||
Decreases related to prior year tax positions | (157 | ) | — | (158 | ) | ||||||
Increases related to prior year tax positions | 409 | 850 | — | ||||||||
Decreases related to settlements with tax authorities | (1,366 | ) | — | (23 | ) | ||||||
| | | | | | | | | | | |
Balance at end of period | $ | 25,613 | $ | 26,322 | $ | 25,295 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Schedule of minimum annual payments | ' | ||||
Year ending December 31, | Minimum | ||||
Annual | |||||
Payments | |||||
2014 | $ | 5,183 | |||
2015 | 2,683 | ||||
2016 | 1,951 | ||||
2017 | 1,588 | ||||
Thereafter | 8,268 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Share-Based Compensation | ' | |||||||||||||
Schedule of stock-based compensation expenses and related income tax benefits | ' | |||||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year | ||||||||||||
December 31, 2013 | Period Ended | Ended | ||||||||||||
December 31, 2012 | March 31, 2012 | |||||||||||||
General administrative expenses | $ | 13,490 | $ | 7,384 | $ | 9,967 | ||||||||
Selling and administrative expenses | 1,078 | 689 | 784 | |||||||||||
Research and development expenses | 3,126 | 1,779 | 2,210 | |||||||||||
Cost of sales | 986 | 1,153 | 1,766 | |||||||||||
| | | | | | | | | | | ||||
Stock-based compensation expense | $ | 18,680 | $ | 11,005 | $ | 14,727 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Income tax benefit of stock-based compensation expense | $ | 6,687 | $ | 4,020 | $ | 5,418 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Summary of stock option activity | ' | |||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise Price | Remaining | Value | ||||||||||||
Contractual | ||||||||||||||
Term (Years) | ||||||||||||||
Outstanding at December 31, 2012 | 3,303 | $ | 6.27 | |||||||||||
Granted | — | $ | — | |||||||||||
Exercised | (529 | ) | $ | 3.8 | ||||||||||
Forfeited | (400 | ) | $ | 6.94 | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 2,374 | $ | 6.71 | 5.8 | $ | 6,837 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable at December 31, 2013 | 2,042 | $ | 6.14 | 5.6 | $ | 6,545 | ||||||||
Vested or expected to vest at December 31, 2013 | 2,368 | $ | 6.69 | 5.8 | $ | 6,836 | ||||||||
Summary of total intrinsic value of stock options exercised | ' | |||||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year | ||||||||||||
December 31, 2013 | Period Ended | Ended | ||||||||||||
December 31, 2012 | March 31, 2012 | |||||||||||||
Total intrinsic value of stock options exercised | $ | 2,573 | $ | 247 | $ | 8,914 | ||||||||
Assumptions used to determine weighted average estimated fair value per share of stock options granted | ' | |||||||||||||
Fiscal Year | ||||||||||||||
Ended | ||||||||||||||
March 31, 2012 | ||||||||||||||
Weighted average expected volatility | 48 | % | ||||||||||||
Weighted average risk-free interest rate | 1.98 | % | ||||||||||||
Expected dividend yield | — | % | ||||||||||||
Weighted average expected life (in years) | 6 | |||||||||||||
Summary of restricted stock unit activity | ' | |||||||||||||
Restricted Stock Units | ||||||||||||||
Restricted | Weighted | |||||||||||||
Stock Units | Average Grant | |||||||||||||
Date Fair Value | ||||||||||||||
Outstanding at December 31, 2012 | 5,460 | $ | 6.69 | |||||||||||
Granted | 3,246 | 3.56 | ||||||||||||
Vested | (1,826 | ) | 6.71 | |||||||||||
Forfeited | (1,317 | ) | 5.94 | |||||||||||
| | | | | | | | |||||||
Outstanding at December 31, 2013 | 5,563 | 5.04 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Summary of performance-based restricted stock unit activity | ' | |||||||||||||
Performance-Based Restricted Stock | ||||||||||||||
Units | ||||||||||||||
Performance-Based | Weighted Average | |||||||||||||
Restricted | Grant | |||||||||||||
Stock Units | Date Fair Value | |||||||||||||
Outstanding at December 31, 2012 | 1,295 | $ | 7.32 | |||||||||||
Granted | 1,233 | 4.47 | ||||||||||||
Vested | — | — | ||||||||||||
Forfeited | (413 | ) | 6.23 | |||||||||||
| | | | | | | | |||||||
Outstanding at December 31, 2013 | 2,115 | 5.9 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Earnings (Loss) Per Share | ' | ||||||||||
Schedule of computation of the weighted average shares used in computing basic and diluted earnings per share | ' | ||||||||||
Fiscal Year Ended | Nine-Month | Fiscal Year | |||||||||
December 31, 2013 | Period Ended | Ended | |||||||||
December 31, 2012 | March 31, 2012 | ||||||||||
Weighted average common shares—basic(1) | 122,481 | 118,776 | 123,924 | ||||||||
Dilutive common stock options and restricted stock unit awards(2,3,4) | — | — | 2,127 | ||||||||
| | | | | | | | | | | |
Weighted average common and common equivalent shares—diluted | 122,481 | 118,776 | 126,051 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
On November 18, 2011, the Company entered into an agreement to effect an accelerated share repurchase (see Note 16 above for additional information about the Company's accelerated share repurchase program). Under the agreement the Company received a total of 9,438 shares during the period of November 18, 2011 through March 8, 2012. On November 12, 2010, the Company repurchased 26,500 shares of the Company's common stock from GT Solar Holdings, LLC. The impact of these repurchases on the weighted average shares was a reduction of 2,989 for the fiscal year ended March 31, 2012. | |||||||||||
-2 | |||||||||||
Holders of the 2017 Notes and 2020 Notes may convert their Notes into shares of the Company's common stock, at the applicable conversion rate, subject to certain conditions (Refer to Note 11 for a full description on the 2017 Notes and 2020 Notes). Since it is the Company's stated intent to settle the principal amount of the 2017 Notes and 2020 Notes in cash, the Company has used the treasury stock method for determining the potential dilution in the diluted earnings per share computation. Since the average price of the Company's common stock was less than the effective conversion price for such 2017 Notes and 2020 Notes during the reporting periods, the 2017 Notes and 2020 Notes were not dilutive for such periods. | |||||||||||
-3 | |||||||||||
Upon exercise of the Warrants, holders of the Warrants may acquire up to 28,500 shares of the Company's common stock at an exercise price of $9.9328 (refer to Note 11 for additional information on the Warrants). If the market price per share of the Company's common stock for the period exceeds the established strike price, the Warrants will have a dilutive effect on its diluted net income per share using the treasury-stock-type method. Since the average price of the Company's common stock was less than the strike price of the Warrants for the reporting periods, such Warrants were also not dilutive. | |||||||||||
-4 | |||||||||||
As the Company was in a loss position for the fiscal year ended December 31, 2013 and the nine-month period ended December 31, 2012, certain shares have not been included in the calculation of earnings per share, as their impact would be anti-dilutive. The total number of shares excluded because they would be anti-dilutive was 10,052,140 and 10,059,700 for the fiscal year ended December 31, 2013 and the nine-month period ended December 31, 2012, respectively. | |||||||||||
Segment_and_Geographical_Infor1
Segment and Geographical Information (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Segment and Geographical Information | ' | ||||||||||
Schedule of financial information for the Company's reportable segments | ' | ||||||||||
Fiscal Year | Nine-Month | Fiscal Year | |||||||||
Ended | Period Ended | Ended | |||||||||
December 31, 2013 | December 31, 2012 | March 31, 2012 | |||||||||
Revenue: | |||||||||||
PV | $ | 31,429 | $ | 17,550 | $ | 375,546 | |||||
Polysilicon | 219,731 | 306,662 | 363,278 | ||||||||
Sapphire | 47,807 | 55,434 | 216,881 | ||||||||
| | | | | | | | | | | |
Total revenue | $ | 298,967 | $ | 379,646 | $ | 955,705 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Gross Margin: | |||||||||||
PV | $ | 8,676 | $ | (70,563 | ) | $ | 183,512 | ||||
Polysilicon | 95,225 | 121,958 | 157,420 | ||||||||
Sapphire | (10,854 | ) | 2,681 | 85,868 | |||||||
| | | | | | | | | | | |
Total gross margin | 93,047 | 54,076 | 426,800 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Research and development | 83,006 | 55,401 | 49,872 | ||||||||
Sales and marketing | 15,379 | 12,408 | 19,763 | ||||||||
General and administrative | 68,967 | 44,362 | 64,117 | ||||||||
Contingent consideration (income) expense | (1,119 | ) | (9,492 | ) | 4,458 | ||||||
Impairment of goodwill | — | 57,037 | — | ||||||||
Restructuring charges and asset impairments | 6,868 | 33,441 | — | ||||||||
Amortization of intangible assets | 11,073 | 7,619 | 8,198 | ||||||||
| | | | | | | | | | | |
(Loss) income from operations | (91,127 | ) | (146,700 | ) | 280,392 | ||||||
Interest income | 364 | 164 | 468 | ||||||||
Interest expense | (31,832 | ) | (8,556 | ) | (12,980 | ) | |||||
Other, net | 117 | (950 | ) | 2,058 | |||||||
| | | | | | | | | | | |
(Loss) income before taxes | $ | (122,478 | ) | $ | (156,042 | ) | $ | 269,938 | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of revenue by geographic region based on the destination of the shipments | ' | ||||||||||
Fiscal Year | Nine-Month | Fiscal Year | |||||||||
Ended | Period Ended | Ended | |||||||||
December 31, 2013 | December 31, 2012 | March 31, 2012 | |||||||||
United States | $ | 12,273 | $ | 6,666 | $ | 11,490 | |||||
China | 65,510 | 85,842 | 495,283 | ||||||||
Korea | 54,566 | 180,204 | 238,780 | ||||||||
Malaysia | 109,066 | 2,272 | 230 | ||||||||
Saudi Arabia | 45,268 | 3,745 | — | ||||||||
Taiwan | 9,068 | 95,890 | 134,558 | ||||||||
Other Asia | 582 | 1,423 | 41,688 | ||||||||
Europe | 2,010 | 1,460 | 29,816 | ||||||||
Other | 624 | 2,144 | 3,860 | ||||||||
| | | | | | | | | | | |
Total | $ | 298,967 | $ | 379,646 | $ | 955,705 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Summary of long-lived assets by geographical region | ' | ||||||||||
Fiscal Year | Nine-Month | Fiscal Year | |||||||||
Ended | Period Ended | Ended | |||||||||
December 31, 2013(1) | December 31, 2012(1) | March 31, 2012(1) | |||||||||
United States | $ | 295,829 | $ | 150,738 | $ | 214,778 | |||||
Luxembourg | 57,812 | 63,024 | 69,102 | ||||||||
Hong Kong | 5,687 | 1,252 | 1,573 | ||||||||
China | 583 | 1,382 | 2,863 | ||||||||
Taiwan | 71 | 121 | 175 | ||||||||
| | | | | | | | | | | |
Total | $ | 359,982 | $ | 216,517 | $ | 288,491 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
Long-lived assets for the fiscal year ended December 31, 2013, the nine-month period ended December 31, 2012 and the fiscal year ended March 31, 2012, include intangible assets and goodwill of $150,222, $136,568 and $188,509, respectively, all located in the United States, with the exception of $1,711 and $56,101 of goodwill and intangibles, respectively, for the fiscal year ended December 31, 2013, which are located in Luxembourg. | |||||||||||
Other_net_Tables
Other, net (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Other, net | ' | ||||||||||
Schedule of components of other income, net | ' | ||||||||||
Fiscal Year | Nine-Month | Fiscal Year | |||||||||
Ended | Period Ended | Ended | |||||||||
December 31, 2013 | December 31, 2012 | March 31, 2012 | |||||||||
Foreign currency loss | $ | (313 | ) | $ | (308 | ) | $ | (478 | ) | ||
Loss on derivatives—ineffective portion | — | (886 | ) | (1,388 | ) | ||||||
Other | 430 | 244 | 3,924 | ||||||||
| | | | | | | | | | | |
Total other income (expense), net | $ | 117 | $ | (950 | ) | $ | 2,058 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Schedule of assets and liabilities measured and reported at fair value on a recurring basis | ' | ||||||||||||||||
December 31, 2013 | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Total | |||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds—assets | $ | 462,908 | $ | 462,908 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | 15,407 | — | — | 15,407 | |||||||||||||
December 31, 2012 | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Total | |||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds—assets | $ | 200,041 | $ | 200,041 | $ | — | $ | — | |||||||||
Forward foreign exchange contracts—assets | 230 | — | 230 | — | |||||||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | 10,315 | — | — | 10,315 | |||||||||||||
Schedule of changes in the fair value of the Company's Level 3 contingent consideration obligations | ' | ||||||||||||||||
Fiscal Year Ended | Nine-Month | ||||||||||||||||
December 31, 2013 | Period Ended | ||||||||||||||||
December 31, 2012 | |||||||||||||||||
Fair value as of the beginning of the period | $ | 10,315 | $ | 22,473 | |||||||||||||
Acquisition date fair value of contingent consideration obligations related to acquisitions | 6,211 | 5,200 | |||||||||||||||
Changes in the fair value of contingent consideration obligations | (1,119 | ) | (9,492 | ) | |||||||||||||
Payments of contingent consideration obligations | — | (7,866 | ) | ||||||||||||||
| | | | | | | | ||||||||||
Fair value at the end of the period | $ | 15,407 | $ | 10,315 | |||||||||||||
| | | | | | | | ||||||||||
| | | | | | | | ||||||||||
Schedule of carrying and fair values of long-term debt obligations | ' | ||||||||||||||||
Fair Value | |||||||||||||||||
Total Carrying | Measurements Using | ||||||||||||||||
Description | Value | (Level 1) | (Level 2) | (Level 3) | Fair Value | ||||||||||||
2012 Term Facility, including current portion | |||||||||||||||||
December 31, 2012 | $ | 139,563 | $ | — | $ | 139,563 | $ | — | $ | 139,563 | |||||||
3.00% Senior Convertible Notes due 2017 | |||||||||||||||||
December 31, 2013 | $ | 168,153 | $ | — | $ | 300,168 | $ | — | $ | 300,168 | |||||||
December 31, 2012 | $ | 157,440 | $ | — | $ | 157,300 | $ | — | $ | 157,300 | |||||||
3.00% Senior Convertible Notes due 2020 | |||||||||||||||||
December 31, 2013 | $ | 115,761 | $ | — | $ | 217,745 | $ | — | $ | 217,745 | |||||||
Prepayment Obligation | |||||||||||||||||
December 31, 2013 | $ | 172,475 | $ | — | $ | 172,482 | $ | — | $ | 172,482 | |||||||
Schedule of fair value of certain assets on a nonrecurring basis using significant unobservable inputs (Level 3) | ' | ||||||||||||||||
December 31, 2013 | |||||||||||||||||
December 31, 2012 | |||||||||||||||||
Total Losses | |||||||||||||||||
Fair Value | Fair Value | Total Losses | |||||||||||||||
Goodwill allocated to the PV business | $ | — | $ | — | $ | 3,378 | $ | (57,037 | ) | ||||||||
Long-lived asset group at our Hazelwood facility | 1,391 | 4,010 | 5,165 | 29,261 | |||||||||||||
Arizona deferred rent benefit | 2,518 | — | — | — | |||||||||||||
Schedule of fair value of assets as of the measurement date, valuation techniques and related unobservable inputs | ' | ||||||||||||||||
Fair | Valuation | Unobservable Input | Range, | ||||||||||||||
Value | Technique(s) | Median or | |||||||||||||||
Average | |||||||||||||||||
Long-lived asset group at our Hazelwood facility | $ | 1,391 | Cost Approach and Market Approach | Depreciation Factors | Average of 75% | ||||||||||||
Arizona deferred rent benefit | 2,518 | Market Approach | Discount Rate | Range |
Derivative_and_Hedging_Activit1
Derivative and Hedging Activities (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Derivative and Hedging Activities | ' | ||||||||||||||
Summary of activity in accumulated other comprehensive income (loss) related to derivatives classified as cash flow hedges | ' | ||||||||||||||
Fiscal year Ended | Nine-Month | Fiscal year | |||||||||||||
December 31, 2013 | Period Ended | Ended | |||||||||||||
December 31, 2012 | March 31, 2012 | ||||||||||||||
Balance at beginning of period | $ | (536 | ) | $ | (1,378 | ) | $ | (3,522 | ) | ||||||
Net (loss) gain on changes in fair value of derivatives, net of tax effect of $12, $(563) and $(1,429), respectively | (54 | ) | 842 | 2,144 | |||||||||||
| | | | | | | | | | | |||||
Balance at end of period | $ | (590 | ) | $ | (536 | ) | $ | (1,378 | ) | ||||||
| | | | | | | | | | | |||||
| | | | | | | | | | | |||||
Instruments designated as hedging instruments | ' | ||||||||||||||
Derivative and Hedging Activities | ' | ||||||||||||||
Schedule of balance sheet locations and fair value of the Company's forward foreign currency exchange contracts | ' | ||||||||||||||
Balance Sheet Location | December 31, 2013 | December 31, 2012 | |||||||||||||
Fair Value | Fair Value | ||||||||||||||
Instruments Designated as Cash Flow Hedges | |||||||||||||||
Forward foreign currency exchange contracts—assets | Other current assets | $ | — | $ | 230 | ||||||||||
Schedule of effect of the Company's forward foreign currency exchange contracts designated as hedging instruments on the condensed consolidated statement of operations | ' | ||||||||||||||
Instruments Designated as Cash Flow Hedges | |||||||||||||||
Fiscal Years Ended | Amount of (Gain) or | Location of Gain or | Amount of Gain or | Location of Gain or | Amount of Gain or | ||||||||||
Loss Recognized in | (Loss) Reclassified | (Loss) Reclassified | (Loss) Recognized | (Loss) Recognized | |||||||||||
OCI on Derivative | from AOCI | from AOCI into | in Income on | in Income on | |||||||||||
(Effective Portion) | into Income | Income (Effective | Derivative | Derivative | |||||||||||
(Effective Portion) | Portion) | (Ineffective | (Ineffective Portion) | ||||||||||||
Portion) | |||||||||||||||
December 31, 2013 | $ | 4 | Cost of revenue | $ | 60 | Other, net | $ | — | |||||||
December 31, 2012 | $ | 1,835 | Cost of revenue | $ | (2,354 | ) | Other, net | $ | (886 | ) | |||||
March 31, 2012 | $ | 2,074 | Cost of revenue / Research and Development | $ | (4,258 | ) | Other, net | $ | (1,388 | ) |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
Schedule of changes in accumulated other comprehensive income (loss) by component | ' | ||||||||||
Unrealized Gains and Losses | Foreign Currency Items | Total | |||||||||
on Cash Flow Hedges | |||||||||||
Beginning balance as of January 1, 2013 | $ | (536 | ) | $ | 1,342 | $ | 806 | ||||
Other comprehensive (loss) income before reclassifications | (3 | ) | 507 | 504 | |||||||
Amounts reclassified from accumulated other comprehensive income | (51 | ) | — | (51 | ) | ||||||
| | | | | | | | | | | |
Net other comprehensive (loss) income | $ | (54 | ) | $ | 507 | 453 | |||||
| | | | | | | | | | | |
Balance as of December 31, 2013 | $ | (590 | ) | $ | 1,849 | $ | 1,259 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Quarterly_Financial_Informatio1
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information (unaudited) | ' | ||||||||||||||||
Schedule of quarterly financial information | ' | ||||||||||||||||
Quarterly Period Ended | |||||||||||||||||
Fiscal year ended December 31, 2013 | March 30, | June 29, | September 28, | December 31, | Total | ||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Revenue | $ | 57,776 | $ | 168,330 | -4 | $ | 40,291 | $ | 32,570 | -1 | $ | 298,967 | |||||
Gross profit | 13,615 | 58,616 | -4 | 17,777 | 3,039 | 93,047 | |||||||||||
Net (loss) income | (18,681 | ) | 11,947 | (38,146 | ) | -37,922 | -5 | (82,802 | ) | ||||||||
(Loss) income per common share (basic) | (0.16 | ) | 0.1 | (0.31 | ) | (0.30 | ) | $ | (0.68 | ) | |||||||
(Loss) income per common share (diluted) | (0.16 | ) | 0.1 | (0.31 | ) | (0.30 | ) | $ | (0.68 | ) | |||||||
Quarterly Period Ended | |||||||||||||||||
Nine-month period ended December 31, 2012 | June 30, 2012 | September 29, 2012 | December 31, 2012 | Total | |||||||||||||
Revenue | $ | 167,252 | $ | 110,061 | $ | 102,333 | -1 | $ | 379,646 | ||||||||
Gross profit | 60,206 | 35,028 | -41,158 | -2 | 54,076 | ||||||||||||
Net income (loss) | 14,757 | 2,344 | -159,409 | (2)(3) | (142,308 | ) | |||||||||||
Income (loss) per common share (basic) | 0.12 | 0.02 | (1.34 | ) | (1.20 | ) | |||||||||||
Income (loss) per common share (diluted) | 0.12 | 0.02 | (1.34 | ) | (1.20 | ) | |||||||||||
From time to time, operating results are significantly affected by unusual or infrequent transactions or events. The following significant and unusual items have affected the comparison of operating results during the periods presented: | |||||||||||||||||
-1 | |||||||||||||||||
During the fiscal year ended December 31, 2013, the Company recorded revenue from terminated contracts as follows: second quarter—$1,656; third quarter—$17,600. During the nine-month period ended December 31, 2012, the Company recorded revenue from terminated contracts as follows: first quarter—$5,638; second quarter—$2,900. | |||||||||||||||||
-2 | |||||||||||||||||
During the nine month period ended December 31, 2012, the Company recorded write-downs of inventories of $68,635, comprised of $63,123 of inventory in the Company's PV business, $5,169 of inventory in the Company's sapphire business and $343 of inventory in the Company's polysilicon business. | |||||||||||||||||
-3 | |||||||||||||||||
During the three-month period ended December 31, 2012, the Company recorded charges of $57,037 in connection with the impairment of PV goodwill and $33,441 of charges related to the October 2012 restructuring, Hazelwood facility idling and related asset impairments. For more information regarding goodwill impairment and restructuring charges, please refer to Note 5 Goodwill and Other Intangibles or Note 12 Restructuring Charges and Asset Impairments, respectively. | |||||||||||||||||
-4 | |||||||||||||||||
During the three-month period ended June 29, 2013, the Company recorded revenue and gross profit of $145,660 and $58,820, respectively from two customer arrangements that included SDR-400™s, prior to formal customer acceptance of the products. For the fiscal year ended December 31, 2013, the Company recorded revenue and gross profit of $148,935 and $58,907 related to these two arrangements, respectively. | |||||||||||||||||
-5 | |||||||||||||||||
During the preparation of the 2013 financial statements, the Company identified a $3,843 overstatement of income taxes provided in prior years and a related overstatement of accrued income taxes. Accordingly, in the fourth quarter of 2013, the Company recorded an out-of period adjustment which reduced accrued income taxes and increased the current year benefit for income taxes by $3,843. The Company does not believe that the adjustment described above is material to the Company's results of operations, financial position or cash flows for the current period or for any of the Company's previously filed annual or quarterly financial statements. | |||||||||||||||||
Organization_Details
Organization (Details) | 12 Months Ended |
Dec. 31, 2013 | |
item | |
Organization | ' |
Number of reportable segments | 3 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Fiscal Year End | ' | ' | ' |
Length of fiscal year | '9 months | ' | ' |
Foreign Currency Translation | ' | ' | ' |
Net foreign currency transaction losses | $1,194 | $313 | $1,866 |
Cash Equivalents | ' | ' | ' |
Length of fiscal quarter | ' | '91 days | ' |
Maximum | ' | ' | ' |
Cash Equivalents | ' | ' | ' |
Term of original maturity to classify highly liquid investments as cash equivalents | ' | '3 months | ' |
Significant_Accounting_Policie3
Significant Accounting Policies (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Significant Accounting Policies | ' | ' |
Allowance for doubtful accounts | $1,575 | $3,103 |
Significant_Accounting_Policie4
Significant Accounting Policies (Details 3) | 12 Months Ended |
Dec. 31, 2013 | |
Manufacturing equipment and furniture and fixtures | Minimum | ' |
Property, plant and equipment | ' |
Estimated Useful Life | '3 years |
Manufacturing equipment and furniture and fixtures | Maximum | ' |
Property, plant and equipment | ' |
Estimated Useful Life | '15 years |
Building | ' |
Property, plant and equipment | ' |
Estimated Useful Life | '40 years |
Significant_Accounting_Policie5
Significant Accounting Policies (Details 4) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Dec. 31, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2013 | Dec. 10, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 29, 2013 | Dec. 31, 2013 |
Recipient right to receive number of share upon vesting of the entity's common stock | Recipient right to receive number of share upon vesting of the entity's common stock | Reclassified construction in process assets | 3.00% convertible senior notes due 2017 | 3.00% convertible senior notes due 2017 | 3.00% convertible senior notes due 2020 | 3.00% convertible senior notes due 2020 | Minimum | Polysilicon products | PV and sapphire equipment | Sapphire material products | SDR-400 | SDR-400 | |||||||||||||
Maximum | Maximum | item | item | ||||||||||||||||||||||
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of goodwill | $0 | ' | ' | ' | ' | $57,037 | ' | ' | ' | $57,037 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warranty | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Standard warranty period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | '30 days | ' | ' |
Standard warranty period from the date of acceptance by the customer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' |
Standard warranty period from the date of shipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 months | ' | ' | ' |
Convertible Senior Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible senior notes, aggregate principal outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 220,000 | ' | 214,000 | ' | ' | ' | ' | ' | ' | ' |
Convertible senior notes, interest rate (as a percent) | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | 3.00% | 3.00% | 3.00% | 3.00% | ' | ' | ' | ' | ' | ' |
Income Taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of likelihood of realization of tax positions to be recognized in the financial statements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Deposits and Payment Terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage value of equipment for which customers are required to post a letter of credit or make advance payments prior to shipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90.00% | ' | ' | ' | ' | ' |
Percentage value of equipment to be invoiced by the Company upon customer acceptance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stand-by letters of credit outstanding | ' | 1,330 | ' | ' | ' | 33,540 | 33,540 | ' | ' | 33,540 | 1,330 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of product installations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' |
Number of customers' facilities at which product installations are done | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Revenue | ' | 32,570 | 40,291 | 168,330 | 57,776 | ' | 102,333 | 110,061 | 167,252 | 379,646 | 298,967 | 955,705 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 145,660 | 148,935 |
Gross profit | ' | 3,039 | 17,777 | 58,616 | 13,615 | ' | -41,158 | 35,028 | 60,206 | 54,076 | 93,047 | 426,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,820 | 58,907 |
Number of customer arrangements from which revenue is generated | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 |
Revenue recognized as a result of contract terminations | ' | ' | 17,600 | 1,656 | ' | ' | ' | 2,900 | 5,638 | 8,538 | 19,256 | 35,519 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prior Period Reclassification Adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($9,492) | $4,458 | $2,812 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Agreements_Details
Significant Agreements (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Nov. 15, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Significant agreements with Apple | Prepayment Agreement | Prepayment Agreement | Prepayment Agreement | Arizona Lease | |||||||||||
item | item | ||||||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment agreement amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $578,000 | ' | ' |
Number of installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' |
Period of prepayment agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' |
Period for amortization of debt discount to interest expense | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | ' | ' | ' | ' | '6 years | ' |
First installment of prepayment agreement received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000 | ' | ' | ' |
Prepayment obligation | 172,475 | ' | ' | ' | ' | ' | ' | ' | 172,475 | ' | ' | ' | ' | 172,475 | ' |
Deferred revenue | 54,133 | ' | ' | ' | ' | ' | ' | ' | 54,133 | ' | ' | ' | ' | 54,133 | ' |
Portion of facility for which lease had commenced (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% |
Deferred rent asset | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,480 |
Term of operating leases for office and warehouse facilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years |
Number of deliverables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Deferred revenue and deferred rent asset allocated to deliverables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56,651 | ' | ' | ' | ' |
Revenue | $32,570 | $40,291 | $168,330 | $57,776 | $102,333 | $110,061 | $167,252 | $379,646 | $298,967 | $955,705 | $0 | ' | ' | ' | ' |
Significant_Agreements_Details1
Significant Agreements (Details 2) (LLC, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
LLC | ' |
Variable interest entity | ' |
Total assets | $218,760 |
Total liabilities | 218,748 |
Amount of assets included in construction in process committed to be transferred | $144,989 |
Acquisitions_Details
Acquisitions (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | 16-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 08, 2012 | Mar. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 24, 2011 | Jun. 29, 2013 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, except Share data in Millions, unless otherwise specified | Thermal Technology, LLC | Thermal Technology, LLC | Thermal Technology, LLC | Thermal Technology, LLC | Thermal Technology, LLC | Thermal Technology, LLC | Thermal Technology, LLC | Thermal Technology, LLC | Twin Creeks Technologies, Inc. | Twin Creeks Technologies, Inc. | Twin Creeks Technologies, Inc. | Twin Creeks Technologies, Inc. | Confluence Solar, Inc. | Confluence Solar, Inc. | Confluence Solar, Inc. | Confluence Solar, Inc. | Confluence Solar, Inc. | Confluence Solar, Inc. | Confluence Solar, Inc. | ||
Technology | Customer relationships | Minimum | Maximum | Maximum | Technology | Customer relationships | Trademarks | ||||||||||||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of outstanding shares of common stock (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Common stock purchase consideration (in shares) | ' | ' | 3.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate value of common stock | ' | ' | $14,463 | ' | ' | $14,463 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue contribution of acquired business | ' | ' | ' | ' | 6,796 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase consideration paid in cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,172 | ' | 10,172 | ' | 61,090 | ' | 61,090 | ' | ' | ' | ' |
Potential additional contingent consideration | ' | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' |
Fair value of the contingent consideration | ' | ' | 6,211 | 6,211 | 6,211 | 6,211 | ' | ' | ' | ' | 5,200 | ' | 5,200 | ' | 13,858 | ' | 13,858 | ' | ' | ' | ' |
Goodwill | 54,279 | 48,021 | 6,258 | 6,258 | 6,258 | 6,258 | ' | ' | ' | ' | ' | ' | 2,907 | ' | 17,346 | ' | 17,346 | ' | ' | ' | ' |
Increase (decrease) to goodwill due to valuation adjustments | ' | ' | ' | -486 | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease to deferred tax assets due to update of preliminary valuation of assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -511 | 511 | ' | ' | ' |
Net loss from acquired business | ' | ' | ' | ' | 5,387 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease to deferred tax liabilities due to valuation adjustments | ' | ' | ' | 486 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of consideration transferred: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock | ' | ' | 14,463 | ' | ' | 14,463 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,172 | ' | 10,172 | ' | 61,090 | ' | 61,090 | ' | ' | ' | ' |
Contingent consideration obligations | ' | ' | 6,211 | 6,211 | 6,211 | 6,211 | ' | ' | ' | ' | 5,200 | ' | 5,200 | ' | 13,858 | ' | 13,858 | ' | ' | ' | ' |
Preliminary estimate of net working capital adjustment | ' | ' | ' | -735 | -735 | -735 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -511 | 511 | ' | ' | ' |
Total fair value of consideration | ' | ' | ' | ' | ' | 19,939 | ' | ' | ' | ' | 15,372 | ' | 15,372 | ' | ' | ' | 74,437 | ' | ' | ' | ' |
Fair value of assets acquired and liabilities assumed: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 151 | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | 1,008 | 1,008 | 1,008 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories | ' | ' | ' | 7,861 | 7,861 | 7,861 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 320 | ' | ' | ' | ' |
Prepaid expenses and other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,080 | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | 1,700 | 1,700 | 1,700 | ' | ' | ' | ' | ' | ' | 1,529 | ' | ' | ' | 6,616 | ' | ' | ' | ' |
Deferred tax assets | ' | ' | ' | 411 | 411 | 411 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,570 | ' | ' | ' | ' |
Other assets | ' | ' | ' | 439 | 439 | 439 | ' | ' | ' | ' | ' | ' | 23 | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | 14,500 | 14,500 | 14,500 | 11,300 | 3,200 | ' | ' | ' | ' | ' | ' | ' | ' | 71,850 | ' | 66,200 | 950 | 4,700 |
In-process research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,300 | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 54,279 | 48,021 | 6,258 | 6,258 | 6,258 | 6,258 | ' | ' | ' | ' | ' | ' | 2,907 | ' | 17,346 | ' | 17,346 | ' | ' | ' | ' |
Accounts payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,362 | ' | ' | ' | -3,627 | ' | ' | ' | ' |
Accrued expenses and other non-current liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -452 | ' | ' | ' | ' |
Accounts payable and accrued expenses | ' | ' | ' | -7,057 | -7,057 | -7,057 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer deposits | ' | ' | ' | -2,509 | -2,509 | -2,509 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,000 | ' | ' | ' | ' |
Capital lease liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -735 | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | -2,663 | -2,663 | -2,663 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -29,682 | ' | ' | ' | ' |
Other current liabilities | ' | ' | ' | -9 | -9 | -9 | ' | ' | ' | ' | ' | ' | -25 | ' | ' | ' | ' | ' | ' | ' | ' |
Total net assets acquired | ' | ' | ' | 19,939 | 19,939 | 19,939 | ' | ' | ' | ' | ' | ' | 15,372 | ' | ' | ' | 74,437 | ' | ' | ' | ' |
Royalty on net sales of hydrogen ion implantation systems, related equipment, parts and accessories and materials made from hydrogen ion implantation systems (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Royalties on any sub-licenses granted by the company (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Set-off amount for infringement claims brought by third-parties related to the Intellectual property acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' | ' |
Term of license agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' |
Undiscounted probable outcomes used to value contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | 7,507 | 20,205 | ' | ' | 27,562 | ' | ' | 15,000 | ' | ' | ' | ' | ' |
Decrease in the fair value of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,816 | -4,816 | ' | ' | ' | ' |
Discount rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Transaction cost incurred in connection with acquisition | ' | ' | ' | ' | ' | 1,188 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration expense (income) | ' | ' | ' | ' | ' | $3,847 | ' | ' | ' | ' | ' | ' | $7,544 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining amortization period | ' | ' | ' | ' | ' | ' | '8 years 2 months 12 days | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '3 years | '10 years |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | 16-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Thermal Technology, LLC | Thermal Technology, LLC | Photovoltaic Business | Photovoltaic Business | Sapphire Business | Sapphire Business | Sapphire Business | ||
Thermal Technology, LLC | |||||||||
Change in the Company's goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, gross at the beginning of the period | $111,316 | $105,058 | ' | ' | $61,399 | $61,399 | $49,917 | $43,659 | ' |
Accumulated impairment losses at the beginning of the period | -57,037 | -57,037 | ' | ' | -57,037 | -57,037 | ' | ' | ' |
Goodwill, net at the beginning of the period | 54,279 | 48,021 | ' | 6,258 | 4,362 | 4,362 | 49,917 | 43,659 | ' |
Acquisitions | ' | ' | 6,258 | ' | ' | ' | ' | ' | 6,258 |
Goodwill, gross at the end of the period | 111,316 | 105,058 | ' | ' | 61,399 | 61,399 | 49,917 | 43,659 | ' |
Accumulated impairment losses at the end of the period | -57,037 | -57,037 | ' | ' | -57,037 | -57,037 | ' | ' | ' |
Goodwill, net at the end of the period | $54,279 | $48,021 | $6,258 | $6,258 | $4,362 | $4,362 | $49,917 | $43,659 | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 2) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Acquired intangible assets subject to amortization | ' | ' | ' |
Gross Amount | $104,800 | $121,300 | ' |
Accumulated Amortization | 26,584 | 37,657 | ' |
Net | 78,216 | 83,643 | ' |
Indefinite-lived intangible assets | ' | ' | ' |
In-process research and development | 12,300 | 12,300 | ' |
Total intangible assets | ' | ' | ' |
Gross Amount | 117,100 | 133,600 | ' |
Net | 90,516 | 95,943 | ' |
Amortization expense | 7,619 | 11,073 | 8,198 |
Estimated future amortization expense for the Company's intangible assets | ' | ' | ' |
2014 | ' | 11,881 | ' |
2015 | ' | 11,852 | ' |
2016 | ' | 11,519 | ' |
2017 | ' | 11,052 | ' |
2018 | ' | 10,990 | ' |
Thereafter | ' | 26,349 | ' |
Photovoltaic Business | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Gross Amount | 79,300 | 81,300 | ' |
Accumulated Amortization | 17,987 | 25,200 | ' |
Net | 61,313 | 56,100 | ' |
Total intangible assets | ' | ' | ' |
Weighted average remaining amortization period | ' | '6 years 10 months 24 days | ' |
Photovoltaic Business | Technology | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Weighted Average Amortization Period | ' | '9 years 6 months | ' |
Gross Amount | 72,200 | 74,200 | ' |
Accumulated Amortization | 14,951 | 21,694 | ' |
Net | 57,249 | 52,506 | ' |
Photovoltaic Business | Trade names / Trademarks | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Weighted Average Amortization Period | ' | '8 years 7 months 6 days | ' |
Gross Amount | 7,100 | 7,100 | ' |
Accumulated Amortization | 3,036 | 3,506 | ' |
Net | 4,064 | 3,594 | ' |
Polysilicon Business | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Gross Amount | 1,500 | 1,500 | ' |
Accumulated Amortization | 1,500 | 1,500 | ' |
Total intangible assets | ' | ' | ' |
Weighted average remaining amortization period | ' | '0 years | ' |
Polysilicon Business | Technology | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Weighted Average Amortization Period | ' | '2 years 7 months 6 days | ' |
Gross Amount | 1,500 | 1,500 | ' |
Accumulated Amortization | 1,500 | 1,500 | ' |
Sapphire Business | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Gross Amount | 24,000 | 38,500 | ' |
Accumulated Amortization | 7,097 | 10,957 | ' |
Net | 16,903 | 27,543 | ' |
Total intangible assets | ' | ' | ' |
Weighted average remaining amortization period | ' | '6 years 2 months 12 days | ' |
Sapphire Business | Customer relationships | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Weighted Average Amortization Period | ' | '6 years 4 months 24 days | ' |
Gross Amount | 4,100 | 7,300 | ' |
Accumulated Amortization | 1,651 | 2,616 | ' |
Net | 2,449 | 4,684 | ' |
Sapphire Business | Technology | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Weighted Average Amortization Period | ' | '9 years 3 months 18 days | ' |
Gross Amount | 17,300 | 28,600 | ' |
Accumulated Amortization | 4,181 | 6,760 | ' |
Net | 13,119 | 21,840 | ' |
Total intangible assets | ' | ' | ' |
Amortization expense | 1,298 | 2,579 | 1,730 |
Sapphire Business | Technology | Cost of sales | ' | ' | ' |
Total intangible assets | ' | ' | ' |
Amortization expense | 0 | 0 | 0 |
Sapphire Business | Order backlog | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Weighted Average Amortization Period | ' | '1 year 2 months 12 days | ' |
Gross Amount | 500 | 500 | ' |
Accumulated Amortization | 500 | 500 | ' |
Sapphire Business | Trade names | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Weighted Average Amortization Period | ' | '8 years | ' |
Gross Amount | 1,100 | 1,100 | ' |
Accumulated Amortization | 332 | 470 | ' |
Net | 768 | 630 | ' |
Sapphire Business | Non-compete agreements | ' | ' | ' |
Acquired intangible assets subject to amortization | ' | ' | ' |
Weighted Average Amortization Period | ' | '5 years 9 months 18 days | ' |
Gross Amount | 1,000 | 1,000 | ' |
Accumulated Amortization | 433 | 611 | ' |
Net | $567 | $389 | ' |
Customer_Concentrations_Detail
Customer Concentrations (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $32,570 | $40,291 | $168,330 | $57,776 | $102,333 | $110,061 | $167,252 | $379,646 | $298,967 | $955,705 |
Accounts receivable, net | 12,377 | ' | ' | ' | 23,829 | ' | ' | 23,829 | 12,377 | ' |
Total accounts receivable secured by letters of credit | 8,391 | ' | ' | ' | 16,557 | ' | ' | 16,557 | 8,391 | ' |
Total accounts receivable secured by letters of credit (as a percent) | 68.00% | ' | ' | ' | 69.00% | ' | ' | 69.00% | 68.00% | ' |
Photovoltaic Business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 17,550 | 31,429 | 375,546 |
Polysilicon Business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 306,662 | 219,731 | 363,278 |
Revenue | Customer concentration | Polysilicon Business | Customer #3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 109,216 | ' |
% of Total | ' | ' | ' | ' | ' | ' | ' | ' | 37.00% | ' |
Revenue | Customer concentration | Polysilicon Business | Customer #4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 45,268 | ' |
% of Total | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' |
Revenue | Customer concentration | Polysilicon Business | Customer #5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 34,915 | ' |
% of Total | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' |
Revenue | Customer concentration | Polysilicon Business | Customer #6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 129,894 | ' | 187,336 |
% of Total | ' | ' | ' | ' | ' | ' | ' | 34.00% | ' | 20.00% |
Total revenue from customer | ' | ' | ' | ' | ' | ' | ' | 130,912 | ' | 223,723 |
Revenue from customer excluded from table | ' | ' | ' | ' | ' | ' | ' | 1,018 | ' | 36,387 |
Percentage of total revenue from customer excluded from table | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | 4.00% |
Revenue | Customer concentration | Polysilicon Business | Customer #7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 78,226 | ' | ' |
% of Total | ' | ' | ' | ' | ' | ' | ' | 21.00% | ' | ' |
Revenue | Customer concentration | Polysilicon Business | Customer #8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 49,055 | ' | ' |
% of Total | ' | ' | ' | ' | ' | ' | ' | 13.00% | ' | ' |
Accounts Receivable | Credit concentration | Photovoltaic Business | Customer #1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable, net | 5,543 | ' | ' | ' | ' | ' | ' | ' | 5,543 | ' |
% of Total | ' | ' | ' | ' | ' | ' | ' | ' | 45.00% | ' |
Accounts Receivable | Credit concentration | Photovoltaic Business | Customer #2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable, net | ' | ' | ' | ' | 2,478 | ' | ' | 2,478 | ' | ' |
% of Total | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Accounts Receivable | Credit concentration | Polysilicon Business | Customer #4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable, net | ' | ' | ' | ' | 9,085 | ' | ' | 9,085 | ' | ' |
% of Total | ' | ' | ' | ' | ' | ' | ' | 38.00% | ' | ' |
Accounts Receivable | Credit concentration | Polysilicon Business | Customer #8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable, net | ' | ' | ' | ' | $3,248 | ' | ' | $3,248 | ' | ' |
% of Total | ' | ' | ' | ' | ' | ' | ' | 14.00% | ' | ' |
Inventories_Details
Inventories (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Inventories | ' | ' |
Raw materials | $29,704 | $97,957 |
Work-in-process | 6,941 | 5,100 |
Finished goods | 2,442 | 30,229 |
Inventories | 39,087 | 133,286 |
Inventories | ' | ' |
Write-downs of inventories | 4,912 | 68,635 |
Amount of inventory included in construction in process within property, plant and equipment | 71,764 | ' |
PV Business | ' | ' |
Inventories | ' | ' |
Write-downs of inventories | 401 | 63,123 |
Sapphire Business | ' | ' |
Inventories | ' | ' |
Write-downs of inventories | 4,491 | 5,169 |
Polysilicon Business | ' | ' |
Inventories | ' | ' |
Write-downs of inventories | $20 | $343 |
Other_Assets_Details
Other Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Assets | ' | ' |
Inventory | $50,010 | $33,834 |
Vendor advances | 37,702 | 20,664 |
Deferred financing fees | 8,058 | 8,787 |
Deferred income taxes | 18,872 | 15,424 |
Deferred costs | 26,528 | 24,423 |
Deferred rent asset | 2,048 | ' |
Other | 7,694 | 8,211 |
Total other assets | $150,912 | $111,343 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Property, plant and equipment | ' | ' | ' | ' |
Property, plant and equipment | $255,144 | $108,891 | $255,144 | ' |
Less accumulated depreciation | -45,384 | -30,911 | -45,384 | ' |
Property, plant and equipment, net | 209,760 | 77,980 | 209,760 | ' |
Property, plant and equipment impairment charges | ' | 1,018 | ' | ' |
Depreciation | ' | 15,100 | 19,237 | 9,650 |
Amount of inventory included in construction in process within property, plant and equipment | 71,764 | ' | ' | ' |
Software costs capitalized | ' | 404 | ' | ' |
Capitalized interest expense | ' | 188 | 142 | 189 |
St,. Louis facility | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Property, plant and equipment impairment charges | ' | 27,769 | 4,010 | ' |
Leasehold improvements | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Property, plant and equipment | 22,693 | 21,339 | 22,693 | ' |
Land | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Property, plant and equipment | 1,074 | 1,074 | 1,074 | ' |
Land improvements | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated Useful Life | ' | ' | '15 years | ' |
Property, plant and equipment | 326 | 326 | 326 | ' |
Building | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated Useful Life | ' | ' | '40 years | ' |
Property, plant and equipment | 17,606 | 17,327 | 17,606 | ' |
Machinery and equipment | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Property, plant and equipment | 53,153 | 52,120 | 53,153 | ' |
Machinery and equipment | Minimum | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated Useful Life | ' | ' | '3 years | ' |
Machinery and equipment | Maximum | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated Useful Life | ' | ' | '7 years | ' |
Computer equipment and software | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Property, plant and equipment | 11,451 | 11,296 | 11,451 | ' |
Computer equipment and software | Minimum | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated Useful Life | ' | ' | '3 years | ' |
Computer equipment and software | Maximum | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated Useful Life | ' | ' | '5 years | ' |
Furniture and fixtures | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Property, plant and equipment | 2,749 | 2,597 | 2,749 | ' |
Furniture and fixtures | Minimum | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated Useful Life | ' | ' | '5 years | ' |
Furniture and fixtures | Maximum | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated Useful Life | ' | ' | '7 years | ' |
Construction in process | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Property, plant and equipment | $146,092 | $2,812 | $146,092 | ' |
Warranty_and_Qualifying_Accoun2
Warranty and Qualifying Accounts (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Warranty activities | ' | ' | ' |
Product warranty liability, beginning of the period | $6,225 | $10,711 | $6,943 |
Accruals for warranties issued | 11,534 | 7,528 | 5,984 |
Payments under warranty | -7,048 | -6,550 | -6,702 |
Product warranty liability, end of the period | $10,711 | $11,689 | $6,225 |
Warranty_and_Qualifying_Accoun3
Warranty and Qualifying Accounts (Details 2) (Allowance for Doubtful account, USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Allowance for Doubtful account | ' | ' | ' |
Changes in allowance for doubtful account | ' | ' | ' |
Allowance for doubtful accounts, beginning of period | $5,422 | $3,103 | $2,536 |
Provision for doubtful accounts | 569 | 664 | 671 |
Reclassification from deferred revenue | 176 | ' | 2,249 |
Write offs and recoveries | -3,064 | -2,192 | -34 |
Allowance for doubtful accounts, end of the period | $3,103 | $1,575 | $5,422 |
Long_Term_Debt_Revolving_Credi2
Long Term Debt, Revolving Credit Facility and Prepayment Obligation (Details) (USD $) | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 27, 2013 | Dec. 31, 2013 | Jan. 31, 2012 | Jan. 31, 2012 | Feb. 27, 2013 | Jan. 31, 2012 |
2012 Credit Agreement | 2012 Credit Agreement | 2012 Term Facility and Incremental Term Loans | 2012 Term Facility and Incremental Term Loans | 2012 Term Facility and Incremental Term Loans | 2012 Revolving Credit Facility | 2012 Revolving Credit Facility | 2012 Revolving Credit Facility | |||
U.S. | U.S. | Bank of America | Bank of America | Bank of America | U.S. | Hong Kong | Hong Kong | |||
Bank of America | Bank of America | Bank of America | ||||||||
Long-Term Debt and Revolving Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate maximum principal amount | ' | ' | ' | ' | ' | $145,000 | $75,000 | $25,000 | $125,000 | ' |
Aggregate principal amount of debt before amendment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 |
Pre-payment of term facility pursuant to amendment | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' |
Deferred loan costs recognized | ' | ' | ' | ' | ' | 3,639 | ' | ' | ' | ' |
Stand-by letters of credit outstanding | 1,330 | 33,540 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense which includes amortization of debt fees | ' | ' | 4,034 | 11,086 | ' | ' | ' | ' | ' | ' |
Weighted average interest rate (as a percent) | ' | ' | 3.22% | 4.32% | ' | ' | ' | ' | ' | ' |
Period for amortization of debt discount to interest expense | '6 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate (as a percent) | 7.56% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment obligation reflected within Long-Term Debt | 172,475 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | $54,133 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long_Term_Debt_Revolving_Credi3
Long Term Debt, Revolving Credit Facility and Prepayment Obligation (Details 2) (USD $) | 9 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2013 | Sep. 24, 2012 | Sep. 28, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 10, 2013 | Dec. 31, 2013 | Dec. 10, 2013 | |
Call options | Call options | Warrant transactions | Warrant transactions | 3.00% Convertible Senior Notes due 2017 | 3.00% Convertible Senior Notes due 2017 | 3.00% Convertible Senior Notes due 2017 | 3.00% convertible senior notes due 2020 | 3.00% convertible senior notes due 2020 | 3.00% convertible senior notes due 2020 | |||
Call options | Call options | |||||||||||
Purchase | Purchase | |||||||||||
Long-Term Debt and Revolving Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from notes issued after deducting fees paid to the initial purchasers and other offering costs | ' | ' | ' | ' | ' | ' | $212,592,000 | ' | ' | $206,530,000 | ' | ' |
Stated interest rate of notes issued (as a percent) | ' | 3.00% | ' | ' | ' | ' | 3.00% | 3.00% | ' | 3.00% | 3.00% | ' |
Debt instrument, initial conversion rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 0.1297185 | ' | ' | 0.0825764 | ' |
Debt Instrument, Convertible, Effective Conversion Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $7.71 | ' | ' | ' |
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be redeemable | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | '20 days | ' |
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be redeemable | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | '30 days | ' |
Convertibility of debt, closing price of stock test, percentage of stock price to conversion price that must be exceeded | ' | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | 130.00% | ' |
Number of consecutive trading days before five consecutive business days during the note measurement period | ' | ' | ' | ' | ' | ' | ' | '5 days | ' | ' | '5 days | ' |
Number of consecutive trading days before five consecutive business days during the note measurement period | ' | ' | ' | ' | ' | ' | ' | '5 days | ' | ' | '5 days | ' |
Conversion ratio, principal amount | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | 1,000 | ' |
Convertibility of debt, trading price of debt test, percentage of closing price of stock used in calculation | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | 98.00% | ' |
Number of consecutive trading days used in calculation of conversion obligation to be paid or delivered in cash, common shares or both | ' | ' | ' | ' | ' | ' | ' | '40 days | ' | ' | '40 days | ' |
Conversion price per share of common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $8.71 | ' | ' | $8.71 | $12.11 |
Fair value of the principal amount of the Notes | ' | ' | ' | ' | ' | ' | 154,884,000 | ' | ' | 115,230,000 | ' | ' |
Equity component of convertible debt, net of tax and issuance costs | ' | ' | ' | ' | ' | ' | ' | 65,116,000 | ' | ' | 98,770,000 | ' |
Proceeds from issuance of convertible notes | 220,000,000 | 214,000,000 | ' | ' | ' | ' | ' | 220,000,000 | ' | ' | 214,000,000 | ' |
Amortization period of debt discount | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | '7 years | ' |
Issuance costs of notes | ' | ' | ' | ' | ' | ' | 7,408,000 | ' | ' | 7,469,000 | ' | ' |
Effective interest rate on the liability component (as a percent) | ' | 7.56% | ' | ' | ' | ' | ' | 10.70% | ' | ' | 12.99% | ' |
Principal balance | ' | ' | ' | ' | ' | ' | ' | 220,000,000 | ' | 214,000,000 | 214,000,000 | ' |
Discount, net of accumulated amortization | ' | ' | ' | ' | ' | ' | ' | -51,847,000 | ' | ' | -98,239,000 | ' |
Carrying amount | ' | ' | ' | ' | ' | ' | ' | 168,153,000 | ' | ' | 115,761,000 | ' |
Accumulated Amortization | 26,584,000 | 37,657,000 | ' | ' | ' | ' | ' | 13,269,000 | ' | ' | 531,000 | ' |
Principal amount required to be paid over the next four fiscal years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | ' | ' | ' | ' | ' | ' | ' | 45,000,000 | ' | ' | 45,000,000 | ' |
2016 | ' | ' | ' | ' | ' | ' | ' | 45,000,000 | ' | ' | 45,000,000 | ' |
2017 | ' | ' | ' | ' | ' | ' | ' | 265,000,000 | ' | ' | 265,000,000 | ' |
2018 | ' | ' | ' | ' | ' | ' | ' | 45,000,000 | ' | ' | 45,000,000 | ' |
2019 | ' | ' | ' | ' | ' | ' | ' | 45,000,000 | ' | ' | 45,000,000 | ' |
2020 | ' | ' | ' | ' | ' | ' | ' | 214,000,000 | ' | ' | 214,000,000 | ' |
Total | ' | ' | ' | ' | ' | ' | ' | 659,000,000 | ' | ' | 659,000,000 | ' |
Contractual coupon rate of interest | ' | ' | ' | ' | ' | ' | ' | 6,637,000 | ' | ' | 390,000 | ' |
Amortization of issuance costs and debt discount | ' | ' | ' | ' | ' | ' | ' | 11,632,000 | ' | ' | 565,000 | ' |
Interest expense - Convertible Notes | ' | ' | ' | ' | ' | ' | ' | 18,269,000 | ' | ' | 955,000 | ' |
Initial strike price of warrants (in dollars per share) | ' | ' | ' | ' | $9.93 | ' | ' | ' | ' | ' | ' | ' |
Initial strike price of notes (in dollars per share) | ' | ' | ' | $7.71 | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of convertible note hedges | ' | -81,465,000 | ' | ' | ' | ' | ' | 57,923,000 | ' | ' | ' | ' |
Warrants strike price premium over share price (as a percent) | ' | ' | ' | ' | ' | 67.50% | ' | ' | ' | ' | ' | ' |
Proceeds from warrant transaction | $41,623,000 | ' | ' | ' | $41,623,000 | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock that can be acquired upon exercise of warrants or rights | ' | ' | 28,500,000 | ' | ' | 28,500,000 | ' | ' | ' | ' | ' | ' |
Restructuring_Charges_and_Asse2
Restructuring Charges and Asset Impairments (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Hazelwood Facility | Hazelwood Facility | Hazelwood Facility | Hazelwood facility | Employee Related Benefits | Employee Related Benefits | Lease Exit Costs | Lease Exit Costs | Lease Exit Costs | Asset Impairments | Asset Impairments | Photovoltaic Business | ||||
item | Hazelwood Facility | Lease Exit Costs | |||||||||||||
Hazelwood Facility | |||||||||||||||
Restructuring Charges and Asset Impairments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of employees terminated | ' | ' | ' | 37 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring and asset impairment expense | ' | ' | ' | ' | $29,782 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Severance and related benefits | ' | ' | ' | ' | 521 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-down of assets associated with personnel reductions and facility consolidations | ' | ' | ' | ' | 29,261 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional charges related to the facilities lease exit costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,854 | ' | ' | ' |
Other costs related to facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 642 | ' | ' | ' |
Impairment charge related to certain intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,010 |
Restructuring reserves | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges as of the beginning of the period | ' | ' | 2,209 | ' | ' | ' | ' | ' | 2,076 | ' | 133 | ' | ' | ' | ' |
Restructuring and impairment charges | 33,441 | 33,441 | 6,868 | ' | ' | ' | ' | 2,986 | 362 | 176 | 2,496 | ' | 30,279 | 4,010 | ' |
Cash payments | ' | -953 | -3,490 | ' | ' | ' | ' | -910 | -2,324 | -43 | -1,166 | ' | ' | ' | ' |
Asset impairments | ' | 30,279 | 4,010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -30,279 | -4,010 | ' |
Restructuring charges at the end of the period | 2,209 | 2,209 | 1,577 | ' | ' | ' | ' | 2,076 | 114 | 133 | 1,463 | ' | ' | ' | ' |
Fair value of assets | ' | ' | ' | ' | ' | ' | 1,391 | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived asset group that does not meet the criteria of held-for-sale | ' | ' | ' | ' | ' | $1,391 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Employee Benefit Plan | ' | ' | ' |
Discretionary contributions | $1,658 | $2,210 | $2,036 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Loss (income) before provision for income taxes | ' | ' | ' |
Domestic | ($40,348) | ($78,482) | $126,422 |
Foreign | -115,694 | -43,996 | 143,516 |
(Loss) income before taxes | -156,042 | -122,478 | 269,938 |
Current: | ' | ' | ' |
Federal | 31,180 | -5,565 | 42,569 |
State | 2,888 | -1,490 | 7,533 |
Foreign | 702 | -189 | 27,953 |
Total current | 34,770 | -7,244 | 78,055 |
Deferred: | ' | ' | ' |
Federal | -28,136 | -24,414 | 11,202 |
State | -4,472 | -2,246 | -1,271 |
Foreign | -15,896 | -5,772 | -1,445 |
Total deferred | -48,504 | -32,432 | 8,486 |
Total provision for income taxes | -13,734 | -39,676 | 86,541 |
Amount of accrual for noncurrent tax related to uncertain tax benefits | 177 | 405 | 8,339 |
Reconciliation of U.S. federal income tax rate to the Company's effective tax rate | ' | ' | ' |
Income tax at federal statutory rate | -54,615 | -42,867 | 94,478 |
State income tax, net of U.S. federal benefit | -1,029 | -2,428 | 4,071 |
IRC Section 199 deduction | ' | ' | -624 |
Foreign income taxes at rates different than domestic rates | 17,503 | 5,312 | -28,793 |
Effect of foreign operations included in U.S. federal provision | 110 | 4 | 3,306 |
Foreign permanent items | 8,997 | 6,502 | 6,021 |
Non-deductible goodwill | 19,963 | ' | ' |
Reserves for uncertain tax benefits | 1,045 | 1,284 | 8,185 |
Research credits | 4 | -3,488 | -798 |
Non-deductible contingent consideration expense | -3,397 | -2,763 | 1,513 |
Adjustment to accrued income taxes | ' | -3,843 | ' |
Other | -2,315 | 2,611 | -818 |
Total provision for income taxes | -13,734 | -39,676 | 86,541 |
Deferred tax assets: | ' | ' | ' |
Deferred revenue | 22,188 | 6,971 | ' |
Reserves not currently deductible | 10,939 | 12,463 | ' |
Equity compensation | 5,612 | 4,911 | ' |
Allowance for doubtful accounts | 398 | 592 | ' |
Contingent consideration | 81 | 2,659 | ' |
Tax credits | 820 | 4,189 | ' |
Loss carry-forward | 14,116 | 50,289 | ' |
Other | 879 | 1,334 | ' |
Total deferred tax assets | 55,033 | 83,408 | ' |
Deferred tax liabilities: | ' | ' | ' |
Deferred Costs | 4,672 | 2,471 | ' |
Fixed assets | 4,824 | 5,243 | ' |
Intangibles | 23,713 | 22,763 | ' |
Convertible notes and bond hedge | 2,634 | 39,626 | ' |
Total deferred tax liabilities | 35,843 | 70,103 | ' |
Net deferred tax assets | 19,190 | 13,305 | ' |
Reported as: | ' | ' | ' |
Deferred income taxes-current | 26,339 | 17,881 | ' |
Deferred income taxes-long-term | -7,149 | -4,576 | ' |
Net deferred tax assets | $19,190 | $13,305 | ' |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Tax credit carryforwards | ' | ' | ' |
Undistributed earnings reinvested permanently in foreign subsidiaries | ' | $158,471 | ' |
Unrecognized tax benefits that would impact effective tax rate | ' | 24,767 | ' |
Reconciliation of the beginning and ending amount of the consolidated liability for unrecognized tax benefits | ' | ' | ' |
Unrecognized tax benefits, balance at the beginning of the period | 25,295 | 26,322 | 17,653 |
Increases related to current year tax positions | 177 | 405 | 7,823 |
Decreases related to prior year tax positions | ' | -157 | -158 |
Increases related to prior year tax positions | 850 | 409 | ' |
Decreases related to settlements with tax authorities | ' | -1,366 | -23 |
Unrecognized tax benefits, balance at the end of the period | 26,322 | 25,613 | 25,295 |
Interest and penalties recorded as part of income tax expense | 283 | 626 | 516 |
Interest paid related to settlement with tax authorities | ' | 28 | ' |
Accruals for interest and penalties | 1,925 | 2,524 | ' |
Short-term unrecognized tax benefits | ' | 16 | ' |
Research | ' | ' | ' |
Tax credit carryforwards | ' | ' | ' |
Tax credit carryforwards | ' | 457 | ' |
State | Investment tax | ' | ' | ' |
Tax credit carryforwards | ' | ' | ' |
Tax credit carryforwards | ' | 539 | ' |
Foreign | ' | ' | ' |
Tax credit carryforwards | ' | ' | ' |
Tax credit carryforward expiration period | ' | '10 years | ' |
Foreign | Research | ' | ' | ' |
Tax credit carryforwards | ' | ' | ' |
Tax credit carryforwards | ' | 1,033 | ' |
Federal | ' | ' | ' |
Tax credit carryforwards | ' | ' | ' |
Tax credit carryforwards | ' | $2,159 | ' |
Federal | Research | ' | ' | ' |
Tax credit carryforwards | ' | ' | ' |
Tax credit carryforward expiration period | ' | '20 years | ' |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Operating loss carryforward | ' |
Net operating losses | $190,906 |
US | ' |
Operating loss carryforward | ' |
Net operating losses | 86,033 |
Period for which NOLS can be carried back | '2 years |
Period for which NOLS can be carried forward | '20 years |
Foreign jurisdictions | ' |
Operating loss carryforward | ' |
Net operating losses | 104,873 |
State | ' |
Operating loss carryforward | ' |
Net operating losses | $59,642 |
State | Minimum | ' |
Operating loss carryforward | ' |
Period for which NOLS can be carried forward | '7 years |
State | Maximum | ' |
Operating loss carryforward | ' |
Period for which NOLS can be carried forward | '20 years |
Income_Taxes_Details_4
Income Taxes (Details 4) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2013 |
Identified errors in income tax provision and related accrued income taxes payable accounts | ||||
Out-of-period correction | ' | ' | ' | ' |
Overstatement of income taxes provided in prior years | ' | ' | ' | $3,843 |
Reduction in accrued income taxes | -21,716 | -301 | ' | 3,843 |
Increase of benefit for income taxes | $13,734 | $39,676 | ($86,541) | $3,843 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Lease commitments | ' | ' | ' |
Rent expense | $4,004 | $4,710 | $4,770 |
Minimum Annual Payments | ' | ' | ' |
2014 | ' | 5,183 | ' |
2015 | ' | 2,683 | ' |
2016 | ' | 1,951 | ' |
2017 | ' | 1,588 | ' |
Thereafter | ' | $8,268 | ' |
Minimum | ' | ' | ' |
Lease commitments | ' | ' | ' |
Term of operating leases for office and warehouse facilities | ' | '12 months | ' |
Maximum | ' | ' | ' |
Lease commitments | ' | ' | ' |
Term of operating leases for office and warehouse facilities | ' | '13 years | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Purchase Commitments | Vendor contract dispute | |
Purchase commitments | ' | ' | ' |
Estimated commitments to purchase raw materials, research and development and other services | ' | $473,640 | ' |
Period within which majority of commitments are due | ' | '12 months | ' |
Gross amount outstanding under purchase orders | ' | 600 | ' |
Amount accrued under purchase orders | 10,197 | ' | ' |
Settlement payable | ' | ' | 3,250 |
Pledged Collateral | ' | ' | ' |
Assets pledged as collateral against customer deposits | $2,000 | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 10, 2013 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 |
Stockholders' Equity | ' | ' | ' | ' |
Common stock, shares authorized | ' | 500,000 | ' | 500,000 |
Common stock, par value (in dollars per share) | ' | $0.01 | ' | $0.01 |
Common stock, shares issued | ' | 134,463 | ' | 119,293 |
Value of common stock repurchased | ' | ' | $78,343 | ' |
Shares of common stock issued | 9,942 | ' | ' | ' |
Share price (in dollars per share) | $8.65 | ' | ' | ' |
Gross proceeds from issuance of common stock | 86,000 | ' | ' | ' |
Net proceeds from the issuance of the common stock | $81,465 | $81,632 | ' | ' |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Nov. 30, 2011 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 08, 2012 | Mar. 05, 2012 | Nov. 30, 2011 | Mar. 08, 2012 | Mar. 31, 2012 |
Additional Paid-in Capital | Retained Earnings | Accelerated share repurchase agreement, November 18, 2011 | Accelerated share repurchase agreement, November 18, 2011 | Accelerated share repurchase agreement, November 18, 2011 | Accelerated share repurchase agreement, November 18, 2011 | Accelerated share repurchase agreement, November 18, 2011 | Accelerated share repurchase agreement, November 18, 2011 | Accelerated share repurchase agreement, November 18, 2011 | ||||
Additional Paid-in Capital | Retained Earnings | UBS AG | UBS AG | UBS AG | UBS AG | UBS AG | ||||||
Share Repurchase Program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized amount | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount authorized to be repurchased through open market repurchases or privately negotiated transactions | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchased (in shares) | ' | ' | ' | ' | ' | ' | ' | 715 | 900 | 7,823 | 9,438 | ' |
Portion of payment made for repurchase of shares, calculated based on the closing price of the entity's common stock on the date of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' |
Percentage of payment made for repurchase of shares, calculated based on the closing price of the entity's common stock on the date of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' |
Portion of payment made for repurchase of shares, which represents an advance payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' |
Percentage of payment made for repurchase of shares, which represents an advance payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' |
Effective per share repurchase price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.95 | ' | ' |
Appreciation in the fair value of the share repurchase contract over the settlement period | ' | ' | 3,344 | ' | ' | ' | ' | ' | ' | ' | ' | 3,344 |
Settlement period | ' | ' | '3 days | ' | ' | ' | ' | ' | ' | ' | ' | '3 days |
Value of common stock repurchased | ' | $78,343 | ' | $13,650 | $64,599 | $13,744 | $64,599 | ' | ' | $75,000 | ' | ' |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Stockholders' Equity | ' | ' |
Preferred stock, shares authorized | 10,000 | 10,000 |
Number of shares of undesignated preferred stock authorized | $0.01 | $0.01 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | |
item | ||
Restricted Stock Units | ' | ' |
Share-Based Compensation | ' | ' |
Recipient right to receive number of share upon vesting of entity's common stock | ' | 1 |
Expiration period | ' | '10 years |
Restricted Stock Units | Minimum | ' | ' |
Share-Based Compensation | ' | ' |
Vesting period | ' | '3 years |
Restricted Stock Units | Maximum | ' | ' |
Share-Based Compensation | ' | ' |
Vesting period | ' | '4 years |
Stock options | ' | ' |
Share-Based Compensation | ' | ' |
Expiration period | ' | '10 years |
Exercise price as percentage of the market value of Company's common stock on the date of grant | ' | 100.00% |
Vesting percentage on the first anniversary | ' | 25.00% |
Commencement year of vesting from the anniversary of the grant date | ' | 1 |
Portion of vesting per month during the subsequent three years after the first anniversary (as a percent) | ' | 2.08% |
Subsequent vesting years after first anniversary of grant date | ' | '3 years |
Awards granted (in shares) | 0 | 0 |
Performance Based Restricted Stock Units | Minimum | ' | ' |
Share-Based Compensation | ' | ' |
Vesting period upon the achievement of certain specific financial performance metrics from grant date | ' | 'P2Y |
Performance Based Restricted Stock Units | Maximum | ' | ' |
Share-Based Compensation | ' | ' |
Vesting period upon the achievement of certain specific financial performance metrics from grant date | ' | 'P3Y |
2011 Plan | ' | ' |
Share-Based Compensation | ' | ' |
Shares of common stock reserved for grants | ' | 12,500,000 |
Shares authorized for future grant | ' | 6,313,000 |
ShareBased_Compensation_Detail1
Share-Based Compensation (Details 2) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Stock-Based Compensation | ' | ' | ' |
Stock-based compensation expense | $11,005 | $18,680 | $14,727 |
Income tax benefit of stock-based compensation expense | 4,020 | 6,687 | 5,418 |
Cash received and income tax benefits from stock option exercises and restricted stock unit vesting (in dollars) | 526 | 3,135 | 10,561 |
Stock options | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Unamortized share-based compensation expense | ' | 1,403 | ' |
Weighted average remaining requisite service period | ' | '1 year 1 month 6 days | ' |
Cash received and income tax benefits from stock option exercises and restricted stock unit vesting (in dollars) | 397 | 2,009 | 6,901 |
Restricted Stock Units | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Unamortized share-based compensation expense | ' | 17,936 | ' |
Weighted average remaining requisite service period | ' | '2 years | ' |
Cash received and income tax benefits from stock option exercises and restricted stock unit vesting (in dollars) | 2,106 | 4,583 | 7,384 |
Performance Based Restricted Stock Units | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Unamortized share-based compensation expense | ' | 3,339 | ' |
Weighted average remaining requisite service period | ' | '9 months 18 days | ' |
General administrative expenses | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Stock-based compensation expense | 7,384 | 13,490 | 9,967 |
Selling and administrative expenses | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Stock-based compensation expense | 689 | 1,078 | 784 |
Research and development expenses | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Stock-based compensation expense | 1,779 | 3,126 | 2,210 |
Cost of sales | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Stock-based compensation expense | $1,153 | $986 | $1,766 |
ShareBased_Compensation_Detail2
Share-Based Compensation (Details 3) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Stock options | ' | ' | ' |
Options | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | 3,303 | ' |
Granted (in shares) | 0 | 0 | ' |
Exercised (in shares) | ' | -529 | ' |
Forfeited (in shares) | ' | -400 | ' |
Outstanding at the end of the period (in shares) | 3,303 | 2,374 | ' |
Exercisable at the end of the period (in shares) | ' | 2,042 | ' |
Vested or expected to vest at the end of the period (in shares) | ' | 2,368 | ' |
Weighted Average Exercise Price | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | $6.27 | ' |
Exercised (in dollars per share) | ' | $3.80 | ' |
Forfeited (in dollars per share) | ' | $6.94 | ' |
Outstanding at the end of the period (in dollars per share) | $6.27 | $6.71 | ' |
Exercisable at the end of the period (in dollars per share) | ' | $6.14 | ' |
Vested or expected to vest at the end of the period (in dollars per share) | ' | $6.69 | ' |
Weighted Average Remaining Contractual Term (in years) | ' | ' | ' |
Outstanding at the end of the period | ' | '5 years 9 months 18 days | ' |
Exercisable at the end of the period | ' | '5 years 7 months 6 days | ' |
Vested or expected to vest at the end of the period | ' | '5 years 9 months 18 days | ' |
Aggregate Intrinsic Value | ' | ' | ' |
Outstanding at the end of the period (in dollars) | ' | $6,837 | ' |
Exercisable at the end of the period (in dollars) | ' | 6,545 | ' |
Vested or expected to vest at the end of the period (in dollars) | ' | 6,836 | ' |
Additional disclosures | ' | ' | ' |
Closing common stock price on which total pre-tax intrinsic value is based (in dollars per share) | ' | $8.72 | ' |
Total intrinsic value of stock options exercised (in dollars) | 247 | 2,573 | 8,914 |
Weighted-average estimated fair value per share of stock options granted | ' | ' | $5.71 |
Assumptions used to determine weighted average estimated fair value per share of stock options granted | ' | ' | ' |
Weighted average expected volatility (as a percent) | ' | ' | 48.00% |
Weighted average risk-free interest rate (as a percent) | ' | ' | 1.98% |
Weighted average expected life | ' | ' | '6 years |
Restricted Stock Units | ' | ' | ' |
Stock Units | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | 5,460 | ' |
Granted (in shares) | ' | 3,246 | ' |
Vested (in shares) | ' | -1,826 | ' |
Forfeited (in shares) | ' | -1,317 | ' |
Outstanding at the end of the period (in shares) | 5,460 | 5,563 | ' |
Weighted Average Grant Date Fair Value | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | $6.69 | ' |
Granted (in dollars per share) | $4.79 | $3.56 | $11.57 |
Vested (in dollars per share) | ' | $6.71 | ' |
Forfeited (in dollars per share) | ' | $5.94 | ' |
Outstanding at the end of the period (in dollars per share) | $6.69 | $5.04 | ' |
Total fair value of restricted stock units vested (in dollars) | 5,350 | 9,956 | 10,881 |
Weighted average grant date fair values of stock units (in dollars per share) | $4.79 | $3.56 | $11.57 |
Performance Based Restricted Stock Units | ' | ' | ' |
Stock Units | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | 1,295 | ' |
Granted (in shares) | ' | 1,233 | ' |
Forfeited (in shares) | ' | -413 | ' |
Outstanding at the end of the period (in shares) | 1,295 | 2,115 | ' |
Weighted Average Grant Date Fair Value | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | $7.32 | ' |
Granted (in dollars per share) | $4.50 | $4.47 | $11.97 |
Forfeited (in dollars per share) | ' | $6.23 | ' |
Outstanding at the end of the period (in dollars per share) | $7.32 | $5.90 | ' |
Weighted average grant date fair values of stock units (in dollars per share) | $4.50 | $4.47 | $11.97 |
Market-based restricted stock units | ' | ' | ' |
Assumptions used to determine weighted average estimated fair value per share of stock options granted | ' | ' | ' |
Weighted average expected volatility (as a percent) | ' | 73.00% | ' |
Weighted average risk-free interest rate (as a percent) | ' | 1.24% | ' |
Weighted average expected life | ' | '7 years | ' |
Expected dividend yield (as a percent) | ' | 0.00% | ' |
Weighted Average Grant Date Fair Value | ' | ' | ' |
Granted (in dollars per share) | ' | $3.02 | ' |
Total fair value of restricted stock units vested (in dollars) | ' | $2,688 | ' |
Weighted average grant date fair values of stock units (in dollars per share) | ' | $3.02 | ' |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) | 0 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Nov. 12, 2010 | Mar. 08, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Weighted-average number of shares used in per share calculations: | ' | ' | ' | ' | ' |
Weighted average common shares-basic | ' | ' | 118,776 | 122,481 | 123,924 |
Dilutive common stock options and restricted stock unit awards (in shares) | ' | ' | ' | ' | 2,127 |
Weighted average common and common equivalent shares-diluted | ' | ' | 118,776 | 122,481 | 126,051 |
Number of shares repurchased | 26,500 | 9,438 | ' | ' | ' |
Reduction in weighted average shares due to repurchase of common stock | ' | ' | ' | ' | 2,989 |
Earnings_Loss_Per_Share_Detail1
Earnings (Loss) Per Share (Details 2) (USD $) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | |
Stock options and restricted stock units | ' | ' |
Long-Term Debt and Revolving Credit Facility | ' | ' |
Anti-dilutive securities excluded from computation of earnings per share | 10,059,700,000 | 10,052,140,000 |
Warrant transactions | ' | ' |
Long-Term Debt and Revolving Credit Facility | ' | ' |
Number of shares of common stock that can be acquired upon exercise of warrants or rights | ' | 28,500,000 |
Exercise price of shares of common stock that can be acquired upon exercise of warrants (in dollars per share) | ' | 9.9328 |
Segment_and_Geographical_Infor2
Segment and Geographical Information (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Dec. 31, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 | Aug. 24, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
item | Confluence Solar, Inc. | PV | PV | PV | Polysilicon Business | Polysilicon Business | Polysilicon Business | Sapphire Business | Sapphire Business | Sapphire Business | ||||||||||||
Segment and Geographical Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information for the Company's business segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | $32,570 | $40,291 | $168,330 | $57,776 | ' | $102,333 | $110,061 | $167,252 | $379,646 | $298,967 | $955,705 | ' | $17,550 | $31,429 | $375,546 | $306,662 | $219,731 | $363,278 | $55,434 | $47,807 | $216,881 |
Gross margin | ' | 3,039 | 17,777 | 58,616 | 13,615 | ' | -41,158 | 35,028 | 60,206 | 54,076 | 93,047 | 426,800 | ' | -70,563 | 8,676 | 183,512 | 121,958 | 95,225 | 157,420 | 2,681 | -10,854 | 85,868 |
Research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,401 | 83,006 | 49,872 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales and marketing | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,408 | 15,379 | 19,763 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
General and administrative | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,362 | 68,967 | 64,117 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration (income) expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,492 | -1,119 | 4,458 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of goodwill | 0 | ' | ' | ' | ' | 57,037 | ' | ' | ' | 57,037 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges and asset impairments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,441 | 6,868 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,619 | 11,073 | 8,198 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Loss) income from operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | -146,700 | -91,127 | 280,392 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 164 | 364 | 468 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | -8,556 | -31,832 | -12,980 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | -950 | 117 | 2,058 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Loss) income before taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($156,042) | ($122,478) | $269,938 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of outstanding shares of common stock (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment_and_Geographical_Infor3
Segment and Geographical Information (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $32,570 | $40,291 | $168,330 | $57,776 | $102,333 | $110,061 | $167,252 | $379,646 | $298,967 | $955,705 |
Long-lived assets | 359,982 | ' | ' | ' | 216,517 | ' | ' | 216,517 | 359,982 | 288,491 |
Goodwill | 54,279 | ' | ' | ' | 48,021 | ' | ' | 48,021 | 54,279 | ' |
Intangibles | 95,943 | ' | ' | ' | 90,516 | ' | ' | 90,516 | 95,943 | ' |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 6,666 | 12,273 | 11,490 |
Long-lived assets | 295,829 | ' | ' | ' | 150,738 | ' | ' | 150,738 | 295,829 | 214,778 |
Intangible assets and goodwill | 150,222 | ' | ' | ' | 136,568 | ' | ' | 136,568 | 150,222 | 188,509 |
China | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 85,842 | 65,510 | 495,283 |
Long-lived assets | 583 | ' | ' | ' | 1,382 | ' | ' | 1,382 | 583 | 2,863 |
Korea | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 180,204 | 54,566 | 238,780 |
Malaysia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 2,272 | 109,066 | 230 |
Saudi Arabia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 3,745 | 45,268 | ' |
Taiwan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 95,890 | 9,068 | 134,558 |
Long-lived assets | 71 | ' | ' | ' | 121 | ' | ' | 121 | 71 | 175 |
Other Asia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 1,423 | 582 | 41,688 |
Europe | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 1,460 | 2,010 | 29,816 |
Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 2,144 | 624 | 3,860 |
Luxembourg | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived assets | 57,812 | ' | ' | ' | 63,024 | ' | ' | 63,024 | 57,812 | 69,102 |
Goodwill | 1,711 | ' | ' | ' | ' | ' | ' | ' | 1,711 | ' |
Intangibles | 56,101 | ' | ' | ' | ' | ' | ' | ' | 56,101 | ' |
Hong Kong | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived assets | $5,687 | ' | ' | ' | $1,252 | ' | ' | $1,252 | $5,687 | $1,573 |
Other_net_Details
Other, net (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2012 |
Other, net | ' | ' | ' | ' |
Foreign currency loss | ($308) | ($313) | ($478) | ' |
Loss on derivatives-ineffective portion | -886 | ' | -1,388 | ' |
Other | 244 | 430 | 3,924 | ' |
Total other income (expense), net | -950 | 117 | 2,058 | ' |
Appreciation in the fair value of the share repurchase contract over the settlement period | ' | ' | ' | $3,344 |
Settlement period | ' | ' | ' | '3 days |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | ||||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Total Carrying Value | Total Carrying Value | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | ||
Level 1 | Level 1 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 3 | Level 3 | Fair Value | Fair Value | Fair Value | Fair Value | Fair Value | Total Carrying Value | Total Carrying Value | Total Carrying Value | Total Carrying Value | Total Carrying Value | ||||
2012 Term Facility | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2020 | Prepayment Obligation | 2012 Term Facility | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2020 | Prepayment Obligation | 2012 Term Facility | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2020 | Prepayment Obligation | |||||||||
Fair Value Measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset transfers between levels | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liability transfers between levels | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Money market mutual funds - assets | ' | 462,908 | 200,041 | 462,908 | 200,041 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forward foreign exchange contracts - assets | ' | ' | 230 | ' | ' | 230 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration | ' | 15,407 | 10,315 | ' | ' | ' | ' | ' | ' | ' | ' | 15,407 | 10,315 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of restricted cash included in money market mutual funds | 93,319 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt obligations | ' | ' | ' | ' | ' | ' | $139,563 | $300,168 | $157,300 | $217,745 | $172,482 | ' | ' | $139,563 | $300,168 | $157,300 | $217,745 | $172,482 | $139,563 | $168,153 | $157,440 | $115,761 | $172,475 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 29, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Hazelwood facility | Non - recurring basis | Non - recurring basis | Non - recurring basis | Non - recurring basis | Non - recurring basis | Weighted average | Weighted average | Confluence Solar, Inc. | Confluence Solar, Inc. | Contingent consideration obligations | Contingent consideration obligations | Contingent consideration obligations | Contingent consideration obligations | Contingent consideration obligations | ||||
Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Non - recurring basis | Non - recurring basis | Twin Creeks | Twin Creeks | Thermal Technology, LLC | |||||||||
Market Approach | PV | Hazelwood facility | Hazelwood facility | Level 3 | Level 3 | Minimum | Weighted average | |||||||||||
Hazelwood facility | Hazelwood facility | |||||||||||||||||
Cost Approach and Market Approach | ||||||||||||||||||
Fair value of the Company's Level 3 liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revised probability factor associated with the technical target (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28.00% | 28.00% | 20.00% |
Probability adjusted discount rate for financial target (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 75.00% | ' |
Reversal of the contingent consideration liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($4,816) | ($4,816) | ' | ' | ' | ' | ' |
Contingent consideration (income) expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,492 | -1,119 | ' | ' | ' |
Changes in the fair value of the Company's Level 3 liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value as of the beginning of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,473 | 10,315 | ' | ' | ' |
Acquisition date fair value of contingent consideration obligations related to acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,200 | 6,211 | ' | ' | ' |
Changes in the fair value of contingent consideration obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,492 | -1,119 | ' | ' | ' |
Payments of contingent consideration obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -7,866 | ' | ' | ' | ' |
Fair value at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,315 | 15,407 | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill allocated to the PV business | ' | ' | ' | ' | ' | ' | 3,378 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill allocated to PV business, Total Losses | 0 | -57,037 | -57,037 | ' | ' | ' | -57,037 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived asset group | ' | ' | ' | 1,391 | ' | ' | ' | 5,165 | 1,391 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived asset group, Total Losses | ' | ' | ' | ' | ' | ' | ' | 29,261 | 4,010 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Arizona deferred rent benefit | ' | ' | ' | ' | 2,518 | 2,518 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived asset group of the Hazelwood facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,391 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of projected option cost as an input to measure fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' |
Derivative_and_Hedging_Activit2
Derivative and Hedging Activities (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Activity in accumulated comprehensive income (loss) related to derivative classified as cash flow hedges | ' | ' | ' |
Balance at beginning of period | ($1,378) | ($536) | ($3,522) |
Net (loss) gain on changes in fair value of derivatives, net of tax effect of $12, $(563) and $(1,429), respectively | 842 | -54 | 2,144 |
Balance at end of period | -536 | -590 | -1,378 |
Net gain (loss) on changes in fair value of derivatives, tax effect | -563 | 12 | -1,429 |
Forward foreign currency exchange contracts | ' | ' | ' |
Derivative and Hedging Activities | ' | ' | ' |
Number of derivatives outstanding | ' | 0 | ' |
Gains (losses) recognized in earnings due to discontinuation of cash flow hedging | -2,354 | 60 | -4,258 |
Accumulated loss expected to be reclassified into earnings over the next twelve months | ' | $0 | ' |
Instruments Designated as Cash Flow Hedges | Forward foreign currency exchange contracts | ' | ' | ' |
Derivative and Hedging Activities | ' | ' | ' |
Derivative contracts expiration period | ' | '12 months | ' |
Derivative_and_Hedging_Activit3
Derivative and Hedging Activities (Details 2) (Instruments designated as hedging instruments, Forward foreign currency exchange contracts, Other current assets, USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Instruments designated as hedging instruments | Forward foreign currency exchange contracts | Other current assets | ' |
Derivative and Hedging Activities | ' |
Assets | $230 |
Derivative_and_Hedging_Activit4
Derivative and Hedging Activities (Details 3) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Derivative and Hedging Activities | ' | ' | ' |
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion) | ($886) | ' | ($1,388) |
Instruments designated as hedging instruments | Forward foreign currency exchange contracts | ' | ' | ' |
Derivative and Hedging Activities | ' | ' | ' |
Amount of (Gain) or Loss recognized in OCI on Derivative (Effective Portion) | 1,835 | 4 | 2,074 |
Instruments designated as hedging instruments | Forward foreign currency exchange contracts | Cost of revenue | ' | ' | ' |
Derivative and Hedging Activities | ' | ' | ' |
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | -2,354 | 60 | ' |
Instruments designated as hedging instruments | Forward foreign currency exchange contracts | Cost of revenue / Research and Development | ' | ' | ' |
Derivative and Hedging Activities | ' | ' | ' |
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | ' | ' | -4,258 |
Instruments designated as hedging instruments | Forward foreign currency exchange contracts | Other, net | ' | ' | ' |
Derivative and Hedging Activities | ' | ' | ' |
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion) | ($886) | $0 | ($1,388) |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Changes in accumulated balances of other comprehensive income | ' |
Balance at the beginning of the period | $806 |
Other comprehensive (loss) income before reclassifications | 504 |
Amounts reclassified from accumulated other comprehensive income | -51 |
Net other comprehensive (loss) income | 453 |
Balance at the end of the period | 1,259 |
Unrealized Gains and Losses on Cash Flow Hedges | ' |
Changes in accumulated balances of other comprehensive income | ' |
Balance at the beginning of the period | -536 |
Other comprehensive (loss) income before reclassifications | -3 |
Amounts reclassified from accumulated other comprehensive income | -51 |
Net other comprehensive (loss) income | -54 |
Balance at the end of the period | -590 |
Foreign Currency Items | ' |
Changes in accumulated balances of other comprehensive income | ' |
Balance at the beginning of the period | 1,342 |
Other comprehensive (loss) income before reclassifications | 507 |
Net other comprehensive (loss) income | 507 |
Balance at the end of the period | $1,849 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (unaudited) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Quarterly Financial Information (unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $32,570 | $40,291 | $168,330 | $57,776 | $102,333 | $110,061 | $167,252 | $379,646 | $298,967 | $955,705 |
Gross profit | 3,039 | 17,777 | 58,616 | 13,615 | -41,158 | 35,028 | 60,206 | 54,076 | 93,047 | 426,800 |
Net (loss) income | ($37,922) | ($38,146) | $11,947 | ($18,681) | ($159,409) | $2,344 | $14,757 | ($142,308) | ($82,802) | $183,397 |
(Loss) income per common share (basic) (in dollars per share) | ($0.30) | ($0.31) | $0.10 | ($0.16) | ($1.34) | $0.02 | $0.12 | ($1.20) | ($0.68) | $1.48 |
(Loss) income per common share (diluted) (in dollars per share) | ($0.30) | ($0.31) | $0.10 | ($0.16) | ($1.34) | $0.02 | $0.12 | ($1.20) | ($0.68) | $1.45 |
Quarterly_Financial_Informatio3
Quarterly Financial Information (unaudited) (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Dec. 31, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 |
Quarterly Financial Information (unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue recognized as a result of contract terminations | ' | ' | $17,600 | $1,656 | ' | ' | ' | $2,900 | $5,638 | $8,538 | $19,256 | $35,519 |
Impairment of goodwill | 0 | ' | ' | ' | ' | 57,037 | ' | ' | ' | 57,037 | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 33,441 | ' | ' | ' | 33,441 | 6,868 | ' |
Quarterly Financial Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-down of inventories | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68,635 | ' | ' |
Revenue | ' | 32,570 | 40,291 | 168,330 | 57,776 | ' | 102,333 | 110,061 | 167,252 | 379,646 | 298,967 | 955,705 |
Gross profit | ' | 3,039 | 17,777 | 58,616 | 13,615 | ' | -41,158 | 35,028 | 60,206 | 54,076 | 93,047 | 426,800 |
Out-of-period correction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in accrued income taxes | ' | -301 | ' | ' | ' | -21,716 | -21,716 | ' | ' | -21,716 | -301 | ' |
Increase of benefit for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,734 | 39,676 | -86,541 |
Identified errors in income tax provision and related accrued income taxes payable accounts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Out-of-period correction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Overstatement of income taxes provided in prior years | ' | 3,843 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in accrued income taxes | ' | 3,843 | ' | ' | ' | ' | ' | ' | ' | ' | 3,843 | ' |
Increase of benefit for income taxes | ' | 3,843 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SDR-400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Financial Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | 145,660 | ' | ' | ' | ' | ' | ' | 148,935 | ' |
Gross profit | ' | ' | ' | 58,820 | ' | ' | ' | ' | ' | ' | 58,907 | ' |
Number of customer arrangements from which revenue is generated | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' |
Photovoltaic Business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Financial Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-down of inventories | ' | ' | ' | ' | ' | ' | ' | ' | ' | 63,123 | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,550 | 31,429 | 375,546 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | ' | -70,563 | 8,676 | 183,512 |
Sapphire Business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Financial Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-down of inventories | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,169 | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,434 | 47,807 | 216,881 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,681 | -10,854 | 85,868 |
Polysilicon Business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Financial Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-down of inventories | ' | ' | ' | ' | ' | ' | ' | ' | ' | 343 | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 306,662 | 219,731 | 363,278 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | ' | $121,958 | $95,225 | $157,420 |