Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 28, 2013 | Nov. 01, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'GT Advanced Technologies Inc. | ' |
Entity Central Index Key | '0001394954 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 28-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 123,830,191 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $258,472 | $418,095 |
Accounts receivable, net | 7,471 | 23,829 |
Inventories | 123,189 | 133,286 |
Deferred costs | 2,274 | 30,248 |
Vendor advances | 12,630 | 32,440 |
Deferred income taxes | 22,937 | 28,226 |
Refundable income taxes | ' | 1,516 |
Prepaid expenses and other current assets | 6,340 | 9,168 |
Total current assets | 433,313 | 676,808 |
Property, plant and equipment, net | 65,755 | 77,980 |
Other assets | 92,081 | 86,920 |
Intangible assets, net | 98,918 | 90,516 |
Deferred cost | 26,344 | 24,423 |
Goodwill | 54,765 | 48,021 |
Total assets | 771,176 | 1,004,668 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 9,063 | 7,250 |
Accounts payable | 20,326 | 44,848 |
Accrued expenses | 46,947 | 30,928 |
Contingent consideration | 1,294 | 4,901 |
Customer deposits | 36,218 | 111,777 |
Deferred revenue | 13,700 | 86,098 |
Accrued income taxes | 11,982 | 21,716 |
Total current liabilities | 139,530 | 307,518 |
Long-term debt | 86,875 | 132,313 |
Convertible notes | 165,390 | 157,440 |
Deferred income taxes | 6,034 | 24,459 |
Customer deposits | 55,598 | 71,340 |
Deferred revenue | 48,613 | 35,848 |
Contingent consideration | 16,229 | 5,414 |
Other non-current liabilities | 2,418 | 2,323 |
Accrued income taxes | 27,748 | 25,762 |
Total liabilities | 548,435 | 762,417 |
Commitments and contingencies (Note 14) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, 10,000 shares authorized, none issued and outstanding | ' | ' |
Common stock, $0.01 par value; 500,000 shares authorized, 123,758 and 119,293 shares issued and outstanding as of September 28, 2013 and December 31, 2012, respectively | 1,237 | 1,193 |
Additional paid-in capital | 208,631 | 183,565 |
Accumulated other comprehensive income | 1,066 | 806 |
Retained earnings | 11,807 | 56,687 |
Total stockholders' equity | 222,741 | 242,251 |
Total liabilities and stockholders' equity | $771,176 | $1,004,668 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Condensed 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 | 123,758 | 119,293 |
Common stock, shares outstanding | 123,758 | 119,293 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Condensed Consolidated Statements of Operations | ' | ' | ' | ' |
Revenue | $40,291 | $110,061 | $266,397 | $631,203 |
Cost of revenue | 22,514 | 75,033 | 176,389 | 383,641 |
Gross profit | 17,777 | 35,028 | 90,008 | 247,562 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 21,075 | 18,767 | 56,039 | 47,954 |
Selling and marketing | 3,496 | 3,123 | 10,870 | 9,657 |
General and administrative | 17,427 | 15,428 | 48,507 | 45,731 |
Contingent consideration expense (income) | 4,971 | -9,943 | 997 | -9,261 |
Restructuring charges | 4,010 | ' | 6,868 | ' |
Amortization of intangible assets | 2,976 | 2,538 | 8,098 | 7,631 |
Total operating expenses | 53,955 | 29,913 | 131,379 | 101,712 |
(Loss) income from operations | -36,178 | 5,115 | -41,371 | 145,850 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 122 | 27 | 286 | 50 |
Interest expense | -6,456 | -1,620 | -20,462 | -3,398 |
Other, net | 62 | -431 | 73 | -968 |
(Loss) income before income taxes | -42,450 | 3,091 | -61,474 | 141,534 |
(Benefit) provision for income taxes | -4,304 | 747 | -16,594 | 45,360 |
Net (loss) income | ($38,146) | $2,344 | ($44,880) | $96,174 |
Net (loss) income per share: | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.31) | $0.02 | ($0.37) | $0.81 |
Diluted (in dollars per share) | ($0.31) | $0.02 | ($0.37) | $0.80 |
Weighted-average number of shares used in per share calculations: | ' | ' | ' | ' |
Basic (in shares) | 122,183 | 118,769 | 119,752 | 118,873 |
Diluted (in shares) | 122,183 | 119,874 | 119,752 | 120,126 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive (Loss) Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Condensed Consolidated Statements of Comprehensive (Loss) Income | ' | ' | ' | ' |
Net (loss) income | ($38,146) | $2,344 | ($44,880) | $96,174 |
Other comprehensive (loss) income, net of tax: | ' | ' | ' | ' |
Change in fair value of cash flow hedging instruments, net of tax effect of $0, ($274), $11 and ($1,268), respectively | ' | 338 | -54 | 1,752 |
Foreign currency translation adjustments | 66 | 192 | 314 | -62 |
Other comprehensive income | 66 | 530 | 260 | 1,690 |
Comprehensive (loss) income | ($38,080) | $2,874 | ($44,620) | $97,864 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Condensed Consolidated Statements of Comprehensive (Loss) Income | ' | ' | ' | ' |
Change in fair value of cash flow hedging instruments, tax effect | $0 | ($274) | $11 | ($1,268) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Cash flows from operating activities: | ' | ' |
Net (loss) income | ($44,880) | $96,174 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ' | ' |
Amortization expense | 8,098 | 7,631 |
Depreciation expense | 11,881 | 10,256 |
Convertible notes discount amortization | 7,950 | 62 |
Contingent consideration expense (income) | 997 | -13,991 |
Impairment on longed lived assets | 4,010 | ' |
Deferred income tax expense (benefit) | -23,057 | -6,275 |
Provision for excess and obsolete inventory | 1,848 | 4,106 |
Share-based compensation expense | 13,883 | 13,091 |
Excess tax benefits from share-based awards | -242 | -285 |
Amortization of deferred financing costs | 2,914 | 697 |
Loss on disposal of assets | 966 | 2,038 |
Other adjustments, net | 500 | 864 |
Changes in operating assets and liabilities (excluding impact of acquired assets and assumed liabilities): | ' | ' |
Restricted cash | ' | 96,202 |
Accounts receivable | 17,510 | 39,185 |
Inventories | 13,246 | -22,435 |
Deferred costs | 26,069 | 189,172 |
Vendor advances | 21,747 | -23,204 |
Prepaid expenses and other assets | 1,542 | 2,086 |
Accounts payable and accrued expenses | -14,738 | -25,495 |
Customer deposits | -93,812 | -56,283 |
Deferred revenue | -59,633 | -337,900 |
Income taxes | -6,216 | 896 |
Other, net | 254 | 704 |
Net cash used in operating activities | -109,163 | -22,704 |
Cash flows from investing activities: | ' | ' |
Purchases and deposits on property, plant and equipment | -3,710 | -35,541 |
Other investing activities | 52 | 293 |
Net cash used in investing activities | -3,658 | -35,248 |
Cash flows from financing activities: | ' | ' |
Borrowings under credit facility | ' | 145,000 |
Principal payments under credit facility | -43,625 | -1,813 |
Proceeds from issuance of convertible notes | ' | 220,000 |
Cash paid for bond hedges | ' | -57,923 |
Proceeds from issuance of warrants | ' | 41,623 |
Proceeds and related excess tax benefits from exercise of share-based awards | 358 | 1,507 |
Payments of contingent consideration from business combinations | ' | -4,903 |
Payments related to share repurchases to satisfy statutory minimum tax withholdings | -1,516 | -1,153 |
Deferred financing costs | -2,266 | -11,471 |
Other financing activities | -35 | -498 |
Net cash (used in) provided by financing activities | -47,084 | 330,369 |
Effect of foreign exchange rates on cash | 282 | -76 |
(Decrease) increase in cash and cash equivalents | -159,623 | 272,341 |
Cash and cash equivalents at beginning of period | 418,095 | 206,878 |
Cash and cash equivalents at end of period | 258,472 | 479,219 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 8,254 | 2,470 |
Non-cash investing and financing activities: | ' | ' |
Decrease in accounts payable and accrued expenses for property, plant and equipment | -683 | -3,469 |
Fair value of shares issued for acquisition | 14,463 | ' |
Contingent consideration issued for acquisition | 6,211 | ' |
Unpaid deferred financing costs | ' | $635 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 28, 2013 | |
Basis of Presentation | ' |
Basis of Presentation | ' |
1. Basis of Presentation | |
These accompanying unaudited condensed consolidated financial statements of GT Advanced Technologies Inc. and subsidiaries (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the Securities and Exchange Commission’s (“SEC”) instructions for interim financial information. In the opinion of management, the accompanying financial statements contain all adjustments consisting of normal recurring adjustments necessary to present fairly in all material respects the financial position, results of operations and cash flows for the periods presented. The results for the three and nine months ended September 28, 2013 are not necessarily indicative of the results to be expected for any other interim period or for any future year. The accompanying financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Transition Report on Form 10-K (“Transition Report”) for the nine-month period ended December 31, 2012, filed with the SEC on March 1, 2013. | |
The condensed consolidated balance sheet as of December 31, 2012 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. | |
Reclassifications | |
Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. Specifically, contingent consideration income of $9,943 and $9,261 for the three and nine-month periods ended September 29, 2012, respectively, was previously included in general and administrative expense, but is now stated separately in the Company’s condensed consolidated statements of operations. | |
Recent Developments | |
The polysilicon, photovoltaic (“PV”) and sapphire (including LED) industries continue to face the significant challenges described in the Company’s Transition Report, including, among others, (i) oversupply of, or limited demand for, end products that are manufactured with equipment sold by the Company; (ii) ongoing trade disputes between the U.S., European Union and South Korea, on the one hand, and China on the other, which have adversely impacted the businesses of the Company’s customers in China (where a majority of the Company’s customers are located) continues to create uncertainty among the Company’s customers and the industries the Company serves; (iii) liquidity challenges being faced by companies in the polysilicon, PV and sapphire industries, due in part to changes in the global capital markets which have resulted in a more stringent lending environment which in turn has caused decreased spending within the industries the Company serves, as customers try to preserve their liquidity; (iv) deterioration of the financial health of the Company’s customers and (v) structural changes in the PV industry which, the Company believes, will require that any recovery in the PV market will be driven by changes in monocrystalline technology and development of other materials for higher efficiency solar cells. As a result, demand for existing multicrystalline products (DSS) will be very limited. | |
Taking these factors into account, during December 2012, the Company took a number of strategic actions, including, (i) intending to discontinue any significant future investments in the DSS product line and (ii) determining that the vast majority of the amounts in the Company’s backlog attributable to DSS equipment is at risk of not converting into revenue and, accordingly, future sales of DSS will be limited. The Company has taken a number of strategic actions, including idling the Company’s continuously-fed Czochralski (HiCz) Hazelwood facility in St. Louis and shifting the related research and development to Merrimack, New Hampshire. HiCz is a growth technology designed to enable the production of high efficiency monocrystalline solar cells. The factors above triggered impairment assessments that resulted in impairment charges in December 2012 of $60,192 related to PV inventory, $8,352 related to all remaining PV vendor advances, $57,037 related to PV goodwill, and $29,261 related to certain long-lived, intangible and other assets located at the Company’s HiCz Hazelwood facility. | |
For the three month period ended September 28, 2013, the Company incurred a loss from operations of $36,178 and a net loss of $38,146. For the nine month period ended September 28, 2013, the Company incurred a loss from operations of $41,371, a net loss of $44,880, and used $109,163 in cash for operating activities. | |
On October 30, 2013, the Company terminated the 2012 Credit Agreement (the “Credit Agreement”). As of September 28, 2013, there was approximately $96,000 outstanding borrowings under the 2012 Term Facility which was paid in full on October 30, 2013 by using available cash. As of October 30, 2013, there are no amounts outstanding under the 2012 Revolving Credit Facility and no outstanding stand-by letters of credit under the 2012 Revolving Credit Facility. In connection with the termination of the 2012 Credit Agreement, the Company expects to recognize a charge in the fourth quarter of approximately $3,639 relating to deferred issuance costs that will be written off upon the termination of the agreement. For additional information, refer to Note 21, Subsequent Events. | |
Management believes that the Company has sufficient cash resources to fund operations for at least the next twelve months. | |
SDR-400™ | |
During the nine months ended September 28, 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 objective 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™ as an established product, the Company recognized revenue and gross profit of $3,080 and $681, and $148,740 and $59,501, in the three and nine months ended September 28, 2013, respectively, 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. Revenue recognized in the nine months ended September 28, 2013 related to the SDR-400™ was material to both the Polysilicon reporting segment and the consolidated results within the Company’s condensed consolidated statement of operations. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended |
Sep. 28, 2013 | |
Significant Accounting Policies | ' |
Significant Accounting Policies | ' |
2. Significant Accounting Policies | |
The Company’s significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements included in the Transition Report. There were no significant changes to the significant accounting policies during the nine months ended September 28, 2013. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 28, 2013 | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | ' |
3. 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 18 below. |
Acquisitions
Acquisitions | 9 Months Ended | ||||
Sep. 28, 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 acquisition of Thermal Technology provides the Company with key technologies that will allow the Company, it believes, to address new markets with production equipment options that can be optimized around customers’ specific needs. 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 $3,545 and a loss of $3,071 to the consolidated results of the Company for the period from acquisition to September 28, 2013. The results of the acquired business are included in the Company’s sapphire business reporting segment. | |||||
Significant judgment is required in estimating the fair value of intangible assets acquired in a business combination and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management. | |||||
The Company 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. | |||||
Each period the Company will revalue the contingent consideration obligations associated with the acquisition to fair value and record changes in the fair value as contingent consideration expense or income. 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. 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 (income) recorded in any given period. | |||||
As of September 28, 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. As a result of the preliminary purchase price allocation, the Company recognized $6,744 of goodwill, which is primarily due to the expected future cash flows from synergies with the operations of the Company and 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 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 | 6,744 | ||||
Accounts payable and accrued expenses | (7,057 | ) | |||
Customer deposits | (2,509 | ) | |||
Deferred tax liability | (3,149 | ) | |||
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 through the period ending December 31, 2018. Specifically, the contingent consideration is based upon a portion of revenue achieved for the remainder of 2013 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 three and nine months ended September 28, 2013, the Company recorded contingent consideration income of $1,075 and $934, respectively, related to change in the fair value of the liability at September 28, 2013. | |||||
The Company incurred transaction costs of $1,188, which consisted primarily of legal and accounting fees. These costs have been recorded as general and administrative expense for the nine months ended September 28, 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 applications such as cover and touch screen devices. | |||||
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 September 28, 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 September 28, 2013, the valuation of acquired assets, and assumed liabilities is preliminary. The Company is in the process of investigating the facts and circumstances existing as of the acquisition date in order to finalize its valuation. 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 preliminary 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 royalty on net sales of hydrogen ion implantation systems, related equipment, parts and accessories and materials made from hydrogen ion implantation systems and of royalties from any sub-licenses granted by the Company of the underlying intellectual property acquired. These payments are subject to the Company’s right to set-off up to $6,000 for infringement claims brought by third-parties related to the intellectual property acquired. The royalty amount payable is capped at the earlier of payment of $40,000 of royalties or the end of 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 assessments of future revenue. The weighted-average undiscounted probable outcome that the Company initially used to value the contingent consideration arrangement was $27,562. During the three and nine months ended September 28, 2013, the Company recorded contingent consideration expense of $6,046 and $6,747, respectively, related to change in the fair value of the liability at September 28, 2013. | |||||
Intangible assets are composed of the estimated fair value of acquired in-process research and development (“IPR&D”) related to the Hyperion™ ion implanter technology. At the date of acquisition and through September 28, 2013, the 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 and 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. 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 of the IPR&D include the Company’s ability to demonstrate technological feasibility of the product and to successfully complete this task within budgeted 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 select assets of Twin Creeks did not have a material effect on the Company’s results of operations for the three and nine months ended September 28, 2013. 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. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
5. 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 based on assumptions that market participants would use in pricing an asset or liability. As a basis for classifying the assumptions used, 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) 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 nine month period ended September 28, 2013. | |||||||||||||||||
The following table provides the assets and liabilities measured and reported at fair value on a recurring basis at September 28, 2013 and December 31, 2012: | |||||||||||||||||
September 28, 2013 | |||||||||||||||||
Total | Fair Value Measurements Using | ||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds | $ | 179,144 | $ | 179,144 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | $ | 17,523 | $ | — | $ | — | $ | 17,523 | |||||||||
December 31, 2012 | |||||||||||||||||
Total | Fair Value Measurements Using | ||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds | $ | 200,041 | $ | 200,041 | $ | — | $ | — | |||||||||
Forward foreign exchange contracts | 230 | — | 230 | — | |||||||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | $ | 10,315 | $ | — | $ | — | $ | 10,315 | |||||||||
The Company’s money market mutual funds are valued using readily available quoted market prices for identical assets. | |||||||||||||||||
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 (level 2). 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 8 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 its 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 September 28, 2013 related to the contingent consideration from the acquisition of certain assets of Twin Creeks used in the model include: (i) discount rate of 28% for purposes of discounting the low and base case scenarios associated with achievement of the revenue 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 September 28, 2013 related to the contingent consideration from the acquisition of substantially all of the business of Thermal Technology used in the model include: (i) discount rate of 20.4% for purposes of discounting the most likely scenario associated with achievement of the revenue based earn-out. An increase or decrease in the probability of achievement of the projected revenues 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 expense (income) in the condensed consolidated statements of operations of $4,971 and $997 for the three and nine months ended September 28, 2013 and ($9,943) and ($9,261) for the three and nine months ended September 29, 2012, and 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 three and nine months ended September 28, 2013 and three and nine months ended September 29, 2012 were as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 28, | September 29, | September 28, 2013 | September 29, | ||||||||||||||
2013 | 2012 | 2012 | |||||||||||||||
Fair value as of the beginning of the period | $ | 12,552 | $ | 14,762 | $ | 10,315 | $ | 23,713 | |||||||||
Acquisition date fair value of contingent consideration obligations related to acquisitions | — | — | 6,211 | — | |||||||||||||
Changes in the fair value of contingent consideration obligations | 4,971 | (9,943 | ) | 997 | (9,261 | ) | |||||||||||
Payments of contingent consideration obligations | — | — | — | (9,633 | ) | ||||||||||||
Fair value at the end of the period | $ | 17,523 | $ | 4,819 | $ | 17,523 | $ | 4,819 | |||||||||
The carrying amounts reflected in the Company’s condensed 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 September 28, 2013 or December 31, 2012. The following table provides the carrying and fair values of the Company’s long-term debt obligations and convertible notes as of September 28, 2013 and December 31, 2012: | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Description | Total Carrying Value | (Level 1) | (Level 2) | (Level 3) | Fair Value | ||||||||||||
2012 Term Facility, including current portion | |||||||||||||||||
September 28, 2013 | $ | 95,938 | $ | — | $ | 96,138 | $ | — | $ | 96,138 | |||||||
December 31, 2012 | $ | 139,563 | $ | — | $ | 139,563 | $ | — | $ | 139,563 | |||||||
3.00% Senior Convertible Notes | |||||||||||||||||
September 28, 2013 | $ | 165,390 | $ | — | $ | 282,659 | $ | — | $ | 282,659 | |||||||
December 31, 2012 | $ | 157,440 | $ | — | $ | 157,300 | $ | — | $ | 157,300 | |||||||
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 recognized for the nine-month period ended September 28, 2013 and for the nine-month period ended December 31, 2012 | |||||||||||||||||
September 28, 2013 | December 31, 2012 | ||||||||||||||||
Fair Value | Total Losses | Fair Value | Total Losses | ||||||||||||||
Long-lived asset group at our Hazelwood facility | $ | 1,155 | $ | 4,010 | $ | 5,165 | $ | 29,261 | |||||||||
For Level 3 assets that were measured at fair value on a non-recurring basis during the nine-month period ended September 28, 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 Value | Valuation Technique(s) | Unobservable | Range, Median | ||||||||||||||
Input | or Average | ||||||||||||||||
Long-lived asset group at our Hazelwood facility | $ | 1,155 | Cost Approach and Market Approach | Depreciation factors | Average of 75% | ||||||||||||
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 September 28, 2013 of $1,155 is primarily based on expected value upon liquidation. | |||||||||||||||||
Significant changes in any of the significant unobservable inputs used could result in significantly higher or lower fair value measurements. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | |||||||||||||||||||||
Sep. 28, 2013 | ||||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||||
6. Goodwill and Other Intangible Assets | ||||||||||||||||||||||
The following table contains the change in the Company’s goodwill during the nine months ended September 28, 2013: | ||||||||||||||||||||||
Photovoltaic | Sapphire | |||||||||||||||||||||
Business | Business | Total | ||||||||||||||||||||
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, LLC | — | 6,744 | 6,744 | |||||||||||||||||||
Balance as of September 28, 2013 | ||||||||||||||||||||||
Goodwill | $ | 61,399 | $ | 50,403 | $ | 111,802 | ||||||||||||||||
Accumulated impairment losses | (57,037 | ) | — | (57,037 | ) | |||||||||||||||||
$ | 4,362 | $ | 50,403 | $ | 54,765 | |||||||||||||||||
As noted in Note 4, during the three months ended March 30, 2013, the Company updated the preliminary valuation of assets acquired of Twin Creeks, which resulted in an increase to goodwill of $2,000 and a decrease to deferred tax assets of $2,000. This adjustment was retrospectively recorded as of December 31, 2012 in the balance sheet and table above. | ||||||||||||||||||||||
No impairment losses have been recorded on the Company’s goodwill during the nine months ended September 28, 2013. | ||||||||||||||||||||||
Acquired intangible assets subject to amortization at September 28, 2013 and December 31, 2012 consisted of the following: | ||||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Average | September 28, 2013 | December 31, 2012 | ||||||||||||||||||||
Amortization | Gross | Accumulated | Gross | Accumulated | ||||||||||||||||||
Period | Amount | Amortization | Net | Amount | Amortization | Net | ||||||||||||||||
Finite-lived intangible assets | ||||||||||||||||||||||
Photovoltaic: | ||||||||||||||||||||||
Technology | 9.5 years | $ | 74,200 | $ | 19,977 | $ | 54,223 | $ | 72,200 | $ | 14,951 | $ | 57,249 | |||||||||
Trade names / Trademarks | 8.6 years | 7,100 | 3,388 | 3,712 | 7,100 | 3,036 | 4,064 | |||||||||||||||
Subtotal: | 81,300 | 23,365 | 57,935 | 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 | 2,331 | 4,969 | 4,100 | 1,651 | 2,449 | |||||||||||||||
Technology | 9.3 years | 28,600 | 5,983 | 22,617 | 17,300 | 4,181 | 13,119 | |||||||||||||||
Order backlog | 1.2 years | 500 | 500 | — | 500 | 500 | — | |||||||||||||||
Trade names | 8.0 years | 1,100 | 435 | 665 | 1,100 | 332 | 768 | |||||||||||||||
Non-compete agreements | 5.8 years | 1,000 | 568 | 432 | 1,000 | 433 | 567 | |||||||||||||||
Subtotal: | 38,500 | 9,817 | 28,683 | 24,000 | 7,097 | 16,903 | ||||||||||||||||
Total finite-lived intangible assets | 121,300 | 34,682 | 86,618 | 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 | $ | 34,682 | $ | 98,918 | $ | 117,100 | $ | 26,584 | $ | 90,516 | ||||||||||
The weighted average remaining amortization periods for the (i) photovoltaic, (ii) polysilicon and (iii) sapphire intangibles were 7.09 years, 0 years and 6.44 years, respectively, as of September 28, 2013. As of September 28, 2013, the estimated future amortization expense for the Company’s intangible assets is as follows: | ||||||||||||||||||||||
Year Ending December 31, | Amortization | |||||||||||||||||||||
Expense | ||||||||||||||||||||||
2013 (remaining three months) | $ | 2,975 | ||||||||||||||||||||
2014 | 11,881 | |||||||||||||||||||||
2015 | 11,852 | |||||||||||||||||||||
2016 | 11,519 | |||||||||||||||||||||
2017 | 11,052 | |||||||||||||||||||||
2018 | 10,990 | |||||||||||||||||||||
Thereafter | 38,649 | |||||||||||||||||||||
Customer_Concentrations
Customer Concentrations | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 28, 2013 | ||||||||||||||||||||||||||||||||
Customer Concentrations | ' | |||||||||||||||||||||||||||||||
Customer Concentrations | ' | |||||||||||||||||||||||||||||||
7. Customer Concentrations | ||||||||||||||||||||||||||||||||
The following customers comprised 10% or more of the Company’s total revenue or accounts receivable for the, or as of, the periods indicated: | ||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | As of | ||||||||||||||||||||||||||||||
September 28, 2013 | September 29, 2012 | September 28, 2013 | September 29, 2012 | September 28, 2013 | December 31, 2012 | |||||||||||||||||||||||||||
% of | % of | % of | % of | Accounts | % of | Accounts | % of | |||||||||||||||||||||||||
Revenue | Total | Revenue | Total | Revenue | Total | Revenue | Total | Receivable | Total | Receivable | Total | |||||||||||||||||||||
Photovoltaic Customers | ||||||||||||||||||||||||||||||||
Customer #1 | * | * | * | * | * | * | * | * | * | * | $ | 2,478 | 10 | % | ||||||||||||||||||
Polysilicon Customers | ||||||||||||||||||||||||||||||||
Customer #2 | $ | 17,600 | 44 | % | * | * | * | * | * | * | * | * | * | * | ||||||||||||||||||
Customer #3 | 7,919 | 20 | % | * | * | $ | 108,579 | 41 | % | * | * | * | * | * | * | |||||||||||||||||
Customer #4 | * | * | * | * | 45,268 | 17 | % | * | * | * | * | 9,085 | 38 | % | ||||||||||||||||||
Customer #5 | * | * | * | * | 34,915 | 13 | % | * | * | * | * | * | * | |||||||||||||||||||
Customer #6 (1) | * | * | $ | 43,459 | 39 | % | * | * | $ | 139,337 | 22 | % | * | * | * | * | ||||||||||||||||
Customer #7 | * | * | 39,142 | 36 | % | * | * | * | * | $ | 1,200 | 16 | % | 3,248 | 14 | % | ||||||||||||||||
Customer #8 | * | * | * | * | * | * | 82,316 | 13 | % | * | * | * | * | |||||||||||||||||||
Customer #9 | * | * | * | * | * | * | 77,870 | 12 | % | * | * | * | * | |||||||||||||||||||
Customer #10 | * | * | * | * | * | * | * | * | 1,450 | 19 | % | * | * | |||||||||||||||||||
Sapphire Customers | ||||||||||||||||||||||||||||||||
Customer #11 | * | * | * | * | * | * | 63,950 | 10 | % | * | * | * | * | |||||||||||||||||||
* Amounts from these customers were less than 10% of the total as of, or for, the respective period. | ||||||||||||||||||||||||||||||||
(1) Presented in the table are revenues from a significant customer in the Polysilicon segment. Total revenue recognized from this customer for the three months ended September 29, 2012 was $43,769 or 40% of total revenue. Total revenue recognized from this customer for the nine months ended September 29, 2012 was $174,127 or 28% of total revenue. Not included in the table above for the three and nine months ended September 29, 2012 are $310 or less than 1% and $34,790 or 6% of total revenue for these periods for sales to this customer that have been included in the Sapphire segment. | ||||||||||||||||||||||||||||||||
The Company requires most of its customers to either post letters of credit and/or make advance payments of a portion of the selling price prior to delivery. Approximately $3,174 (or 42%) and $16,557 (or 69%) of total accounts receivable as of September 28, 2013 and December 31, 2012, respectively, were secured by letters of credit. |
Derivative_and_Hedging_Activit
Derivative and Hedging Activities | 9 Months Ended | ||||||||||||||
Sep. 28, 2013 | |||||||||||||||
Derivative and Hedging Activities | ' | ||||||||||||||
Derivative and Hedging Activities | ' | ||||||||||||||
8. 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 September 28, 2013, the Company had no open forward foreign currency exchange contracts. | |||||||||||||||
The following table sets forth the balance sheet locations and fair value of the Company’s forward foreign currency exchange contracts at December 31, 2012: | |||||||||||||||
Instruments Designated as Cash Flow Hedges | |||||||||||||||
Balance Sheet | December 31, 2012 | ||||||||||||||
Location | |||||||||||||||
Forward foreign currency exchange contracts—assets | Prepaid expenses and 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 condensed consolidated statements of operations for the three and nine months ended September 28, 2013 and September 29, 2012: | |||||||||||||||
Instruments Designated as Cash Flow Hedges | |||||||||||||||
Amount of | Location of Gain or | Amount of Gain or | Location of | ||||||||||||
(Gain) or Loss | (Loss) Reclassified | (Loss) Reclassified | Gain or (Loss) | Amount of Gain or | |||||||||||
Recognized in OCI | from AOCI | from AOCI | Recognized in | (Loss) Recognized in | |||||||||||
on Derivative | into Income | into Income | Income on Derivative | Income on Derivative | |||||||||||
(Effective Portion) | (Effective Portion) | (Effective Portion) | (Ineffective Portion) | (Ineffective Portion) | |||||||||||
Three Months Ended | |||||||||||||||
September 28, 2013 | $ | — | Cost of revenue | $ | — | Other, net | $ | — | |||||||
September 29, 2012 | 173 | Cost of revenue | (498 | ) | Other, net | — | |||||||||
Nine Months Ended | |||||||||||||||
September 28, 2013 | 4 | Cost of revenue | 60 | Other, net | — | ||||||||||
September 29, 2012 | 641 | Cost of revenue | (2,775 | ) | Other, net | — | |||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||
Location of | |||||||||||||||
Gain or (Loss) | Amount of Gain or | ||||||||||||||
Recognized in | (Loss) Recognized in | ||||||||||||||
Income on Derivative | Income on Derivative | ||||||||||||||
Three Months Ended | |||||||||||||||
September 28, 2013 | Other, net | $ | — | ||||||||||||
September 29, 2012 | Other, net | (287 | ) | ||||||||||||
Nine Months Ended | |||||||||||||||
September 28, 2013 | Other, net | $ | — | ||||||||||||
September 29, 2012 | Other, net | (886 | ) | ||||||||||||
During the nine months ended September 28, 2013, there were no losses reclassified into earnings as a result of the Company discontinuing cash flow hedging. No amount of accumulated gain included in other comprehensive income as of September 28, 2013 is expected to be reclassified into earnings over the next twelve months. |
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Inventories | ' | |||||||
Inventories | ' | |||||||
9. Inventories | ||||||||
Inventories consisted of the following: | ||||||||
September 28, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 109,137 | $ | 97,957 | ||||
Work-in-process | 8,563 | 5,100 | ||||||
Finished goods | 5,489 | 30,229 | ||||||
$ | 123,189 | $ | 133,286 |
Other_Assets
Other Assets | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Other Assets | ' | |||||||
Other Assets | ' | |||||||
10. Other Assets | ||||||||
Other assets consisted of the following: | ||||||||
September 28, 2013 | December 31, 2012 | |||||||
Inventory | $ | 36,724 | $ | 33,834 | ||||
Vendor advances | 18,524 | 20,664 | ||||||
Deferred financing fees | 7,945 | 8,787 | ||||||
Deferred income taxes | 21,222 | 15,424 | ||||||
Other | 7,666 | 8,211 | ||||||
$ | 92,081 | $ | 86,920 |
Warranty
Warranty | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Warranty | ' | |||||||
Warranty | ' | |||||||
11. Warranty | ||||||||
The following table presents warranty activities: | ||||||||
Nine Months Ended | ||||||||
September 28, 2013 | September 29, 2012 | |||||||
Product warranty liability, beginning of the period | $ | 10,711 | $ | 4,764 | ||||
Accruals for warranties issued | 7,157 | 9,029 | ||||||
Payments under warranty | (5,500 | ) | (4,578 | ) | ||||
Product warranty liability, end of period | $ | 12,368 | $ | 9,215 |
Restructuring_Charges_and_Asse
Restructuring Charges and Asset Impairments | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Restructuring Charges and Asset Impairments | ' | |||||||||||||
Restructuring Charges and Asset Impairments | ' | |||||||||||||
12. Restructuring Charges and Asset Impairments | ||||||||||||||
October 2012 Restructuring | ||||||||||||||
As part of a program to reduce costs and increase operational efficiencies, the Company announced, on October 31, 2012, a plan to streamline worldwide operations to better align its cost structure with market conditions by reducing its global workforce and closing or consolidating certain facilities. In the nine months ended September 28, 2013 the Company recorded $362 of severance related expense, of which $145, $159, $14 and $44 related to the corporate, PV, polysilicon and sapphire segments, respectively. | ||||||||||||||
Hazelwood Facility Idling | ||||||||||||||
On January 10, 2013, the Company announced its plan to idle operations at its Hazelwood, Missouri facility (“Hazelwood facility”). 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 to the PV segment, 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 three months ended September 28, 2013, the Company recorded $4,010 of additional asset impairment expense related to the certain long-lived intangible assets and other assets noted above. 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 September 28, 2013 of $1,155 is primarily based on expected value upon liquidation. During the nine months ended September 28, 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, respectively. The Company has determined the long-lived asset group of the Hazelwood facility, which has a carrying value of $1,155, does not meet the held-for-sale criteria at September 28, 2013. | ||||||||||||||
The Company reports expense for its restructuring charges and asset impairments separately in the condensed consolidated statements of operations. The restructuring charges and remaining accrued expenses, which are included in accrued expenses on the Company’s condensed consolidated balance sheet as of September 28, 2013 are as follows: | ||||||||||||||
Employee Related | Lease Exit and Contract | Asset Impairments | Total | |||||||||||
Benefits | Termination Costs | |||||||||||||
Balance as of December 31, 2012 | $ | 2,076 | $ | 133 | $ | — | $ | 2,209 | ||||||
Charges | 362 | 2,496 | 4,010 | 6,868 | ||||||||||
Cash payments | (2,044 | ) | (1,065 | ) | — | (3,109 | ) | |||||||
Asset impairments | — | — | (4,010 | ) | (4,010 | ) | ||||||||
Balance as of September 28, 2013 | $ | 394 | $ | 1,564 | $ | — | $ | 1,958 | ||||||
Income_Taxes
Income Taxes | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Income Taxes | ' | ||||
Income Taxes | ' | ||||
13. Income Taxes | |||||
The Company has concluded that the effective tax rate for the year is no longer sensitive to the projected ordinary income for the year given that small fluctuations in profits do have a material impact on the effective tax rate. As a result and in accordance with authoritative guidance for accounting for income taxes in interim periods, the Company has computed its provision using its estimated annual effective tax rate which takes into account operations in the U.S. and in other tax jurisdictions. Changes in the mix of income recognized between the U.S. and foreign tax jurisdictions impacts the Company’s effective tax rate. Any discrete tax adjustments are recorded in the specific quarter they arise. | |||||
The Company’s effective tax rate for the three and nine months ended September 28, 2013 and September 29, 2012, was 10.1% and 26.9%, and 24.2% and 32%, respectively. The effective rate differs from the U.S. federal statutory rate due to a favorable permanent adjustment related to contingent consideration which is non-includable for tax purposes and the jurisdictional mix of income/loss. The Company incurred proportionally larger losses in the U.S., a higher tax jurisdiction than in lower tax jurisdictions, namely Hong Kong. | |||||
A reconciliation of the change in unrecognized tax benefits for the nine months ended September 28, 2013 is as follows: | |||||
Unrecognized tax benefits at December 31, 2012 | $ | 26,322 | |||
Increases related to current year tax positions | 272 | ||||
Increases related to prior year tax positions | 372 | ||||
Settlements with tax authorities | (1,464 | ) | |||
Unrecognized tax benefits at September 28, 2013 | $ | 25,502 | |||
The Company also recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. During the three and nine month period ending September 28, 2013, the Company recorded an income tax provision of $277 and $355, respectively, related to interest and penalty accruals. | |||||
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 have been settled through fiscal years ending March 31, 2008. The Company continues to be under examination by the Internal Revenue Service, or IRS for its fiscal years ending March 28, 2009 and April 3, 2010. In addition, the statute of limitations is open for all state and foreign jurisdictions. During the nine months ended September 28, 2013 and September 29, 2012, the Company paid $16,109 and $51,079 for estimated taxes, respectively. | |||||
In September 2013, the U.S. Department of the Treasury and the Internal Revenue Service released final regulations relating to guidance on applying tax rules to amounts paid to acquire, produce or improve tangible personal property as well as rules for materials and supplies. These regulations are effective for tax years beginning on or after January 1, 2014, with early adoption permitted. Transition guidance providing the procedural rules to comply with such regulations is expected to be released in the near term. The Company is currently assessing these rules, but does not believe there will be a material impact on the condensed consolidated financial statements when they are adopted. | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 28, 2013 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
14. Commitments and Contingencies | |
Purchase Commitments | |
The Company’s commitments to purchase raw materials, research and development and other services from various suppliers and vendors are estimated to be $329,147 and $214,611 as of September 28, 2013 and December 31, 2012, respectively. The majority of these commitments as of September 28, 2013 are due within the next twelve months. | |
As a result of the factors outlined under the “Recent Developments” in Note 1 above, the Company expects to terminate purchase commitments with vendors for DSS inventory components in fiscal 2013 and beyond. These purchase contracts generally require a payment to the vendors to reimburse them for costs incurred, if any, through the termination date. No amount has been accrued as of September 28, 2013, as these purchase orders have not been terminated at September 28, 2013. The gross amount of remaining purchases under these purchase orders was $14,284 as of September 28, 2013, and the Company may negotiate with the vendors to determine the amount payable upon termination of these purchase orders. | |
Litigation Contingencies | |
The Company is subject to various 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. | |
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 to settle this matter. The Company has recorded this expense in general and administrative expense during the three months ended September 28, 2013. | |
Customer Indemnifications | |
In certain cases, 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 (and, in limited instances, the Company also indemnifies other third parties for certain potential damages). The Company generally seeks to limit its liability for such indemnity to an amount not to exceed the sales price of the products or services (or the price paid for 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. |
LongTerm_Debt_and_Convertible_
Long-Term Debt and Convertible Notes | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Long-Term Debt and Convertible Notes | ' | |||||||
Long-Term Debt and Convertible Notes | ' | |||||||
15. Long-Term Debt and Convertible Notes | ||||||||
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 consists 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 no longer available pursuant to the 2013 Amendment) 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. | ||||||||
On various dates between June 15, 2012 and June 25, 2012, the Company, the U.S. Borrower and the Hong Kong Borrower requested and received approval for increases in the 2012 Term Facility for the U.S. Borrower in an aggregate amount equal to $70,000 (the “Incremental Term Loans”) pursuant to the 2012 Credit Agreement. | ||||||||
As a result of the Incremental Term Loans, the aggregate term loan 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 2013 Amendment which payment did not reduce the amortization of the Term Loan. | ||||||||
All of the material terms and conditions related to the Incremental Term Loans were identical to the terms and conditions that apply to the 2012 Term Facility, including the final maturity date of January 31, 2016 and the interest rate. The Incremental Term Loans amortize over the same period, and in proportional amounts, as the 2012 Term Facility, commencing with the first amortization payment under both term facilities in June 2012. | ||||||||
On October 30, 2013, the Company terminated the 2012 Credit Agreement (the “Credit Agreement”). As of September 28, 2013, there was approximately $96,000 outstanding borrowings under the 2012 Term Facility, which was paid in full on October 30, 2013 by using available cash. As of October 30, 2013, there are no amounts outstanding under the 2012 Revolving Credit Facility and no outstanding stand-by letters of credit under the 2012 Revolving Credit Facility. In connection with the termination of the 2012 Credit Agreement, the Company expects to recognize a charge in the fourth quarter of approximately $3,639 relating to deferred issuance costs that will be written off upon the termination of the agreement. For additional information, refer to Note 21, Subsequent Events. | ||||||||
Interest expense related to 2012 Term Facility and 2012 Revolving Credit Facility was $1,859 and $6,839 for the three and nine month periods ended September 28, 2013, respectively, and $1,470 and $3,185 for the three and nine month periods ended September 29, 2012, respectively, which includes amortization of debt fees related to both facilities, as well as the associated commitment fees. The weighted average interest rates for the three and nine month periods ended September 28, 2013 was 4.69% and 4.25%, respectively. There was no interest capitalized on construction-in-process contracts for the three or nine-months ended September 28, 2013. The balance of deferred financing costs at September 28, 2013 was $3,639 and is included in other assets on the condensed consolidated balance sheet. | ||||||||
The Company used amounts available under the Hong Kong Revolving Credit Facility in connection with standby letters of credit related to customer deposits. As of September 28, 2013, the Company had $539 of outstanding letters of credit pursuant to the Hong Kong Revolving Credit Facility resulting in $124,461 of available credit under the Hong Kong Revolving Credit Facility. | ||||||||
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 “Notes”). The net proceeds from the issuance of the Notes were approximately $212,592, after deducting fees paid to the initial purchasers and other offering costs. The 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 Notes are governed by an Indenture dated September 28, 2012 with U.S. Bank National Association, as trustee (the “Indenture”). The Notes are not redeemable by the Company. | ||||||||
The Notes will mature on October 1, 2017, unless earlier repurchased or converted in accordance with their terms prior to such date. The Notes may be converted, under certain conditions, based on an initial conversion rate of 129.7185 shares of common stock per $1,000 principal amount of Notes (approximately 28.5 million shares) (which represents an initial effective conversion price of the Notes of $7.71 per share), subject to adjustment as described in the Indenture. | ||||||||
The effective interest rate on the liability component of the Notes was 10.7% as of September 28, 2013. Interest expense incurred in connection with the Notes consisted of the following: | ||||||||
Three Months Ended | Nine Months Ended | |||||||
September 28, 2013 | September 28, 2013 | |||||||
Contractual coupon rate of interest | $ | 1,659 | $ | 4,969 | ||||
Discount amortization | 3,158 | 8,633 | ||||||
Interest expense - Convertible Notes | $ | 4,817 | $ | 13,602 | ||||
The carrying value of our Notes consisted of the following: | ||||||||
September 28, 2013 | ||||||||
Principal balance | $ | 220,000 | ||||||
Discount, net of accumulated amortization of $10,506 | (54,610 | ) | ||||||
Carrying amount | $ | 165,390 | ||||||
The Company will be required to repay the following principal amounts under the 2012 Term Facility, Incremental Term Loans and Notes: | ||||||||
Principal | ||||||||
Fiscal Year Ending | Payments | |||||||
2013 (remaining 3 months) | $ | 3,625 | ||||||
2014 | 12,688 | |||||||
2015 | 14,500 | |||||||
2016 | 65,125 | |||||||
2017 | 220,000 | |||||||
Total | $ | 315,938 | ||||||
On October 30, 2013, the principal amounts due in the fiscal years ending 2013, 2014, 2015 and 2016 were paid in full using available cash. For additional information, refer to Note 21, Subsequent Events. |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 28, 2013 | |
Share-Based Compensation | ' |
Share-Based Compensation | ' |
16. Share-Based Compensation | |
The Company recorded $4,555, $13,883, $4,818, and $13,091 of expense related to share-based compensation during the three and nine months ended September 28, 2013 and September 29, 2012, respectively. Share-based compensation cost capitalized as part of inventory was not material for all periods presented. | |
During the nine months ended September 28, 2013, no option awards were granted. | |
During the nine months ended September 28, 2013, the Company granted restricted stock units to certain executives, employees and directors of the Company for 3,158 shares of the Company’s common stock. Restricted stock units provide for the holder to receive shares of the Company’s common stock at the time such units vest or restrictions on such units lapse in accordance with the terms of the restricted stock unit agreement. The total fair value of the restricted stock units, which was based on the fair value of the Company’s common stock on the date of grant, was $10,771 or $3.41 per share on a weighted average basis. | |
During the nine months ended September 28, 2013, the Company granted certain executives 890 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 input variables that determine the probability of satisfying the market condition requirements applicable to each award; these inputs include the expected volatility factor, risk free interest rate, expected term (in years) and expected dividend yield. The total fair value of these restricted stock units was $2,688, or $3.02 per share on a weighted average basis. | |
As of September 28, 2013, the Company had unamortized share-based compensation expense related to stock options, restricted stock unit awards, market-based restricted stock unit awards and performance-based restricted stock unit awards of approximately $23,516 after estimated forfeitures. The remaining unamortized share-based compensation expense related to stock options, restricted stock unit awards and performance and market-based restricted stock unit awards will be recognized over an estimated weighted average remaining requisite service period of 1.69 years. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||
17. Stockholders’ Equity | |||||||||||||||||||
The following table presents the changes in stockholders’ equity for the nine months ended September 28, 2013: | |||||||||||||||||||
Common Stock | Additional | Retained | Accumulated Other | Total | |||||||||||||||
Paid-in | Stockholders’ | ||||||||||||||||||
Shares | Par Value | Capital | Earnings | Comprehensive Income | Equity | ||||||||||||||
Balance as of January 1, 2013 | 119,293 | $ | 1,193 | $ | 183,565 | $ | 56,687 | $ | 806 | $ | 242,251 | ||||||||
Net loss | — | — | — | (44,880 | ) | — | (44,880 | ) | |||||||||||
Other comprehensive income | — | — | — | — | 260 | 260 | |||||||||||||
Common stock issued for Thermal Tech acquisition (net of $46 of registration costs) | 3,356 | 33 | 14,384 | — | — | 14,417 | |||||||||||||
Option exercises and vesting of restricted stock units | 1,448 | 14 | 101 | — | — | 115 | |||||||||||||
Share-based compensation expense | — | — | 13,490 | — | — | 13,490 | |||||||||||||
Excess tax deficiency from share-based award activity | — | — | (1,396 | ) | — | — | (1,396 | ) | |||||||||||
Minimum tax withholding payments for employee share-based awards | (339 | ) | (3 | ) | (1,513 | ) | — | — | (1,516 | ) | |||||||||
Balance as of September 28, 2013 | 123,758 | $ | 1,237 | $ | 208,631 | $ | 11,807 | $ | 1,066 | $ | 222,741 |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 9 Months Ended | ||||||||||
Sep. 28, 2013 | |||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
18. Accumulated Other Comprehensive Income | |||||||||||
The changes in accumulated other comprehensive income by component, net of tax, for the three and nine months ended September 28, 2013 are as follows: | |||||||||||
Unrealized Gains and Losses on Cash | Foreign Currency Items | Total | |||||||||
Flow Hedges | |||||||||||
Beginning balance as of June 29, 2013 | $ | (591 | ) | $ | 1,591 | $ | 1,000 | ||||
Other comprehensive income (loss) before reclassifications | 66 | 66 | |||||||||
Amounts reclassified from accumulated other comprehensive income | — | — | — | ||||||||
Net other comprehensive income | $ | — | $ | 66 | 66 | ||||||
Balance as of September 28, 2013 | $ | (591 | ) | $ | 1,657 | $ | 1,066 | ||||
Unrealized Gains and Losses on Cash | Foreign Currency Items | Total | |||||||||
Flow Hedges | |||||||||||
Beginning balance as of January 1, 2013 | $ | (537 | ) | $ | 1,343 | $ | 806 | ||||
Other comprehensive income (loss) before reclassifications | (3 | ) | 314 | 311 | |||||||
Amounts reclassified from accumulated other comprehensive income | (51 | ) | — | (51 | ) | ||||||
Net other comprehensive income | $ | (54 | ) | $ | 314 | 260 | |||||
Balance as of September 28, 2013 | $ | (591 | ) | $ | 1,657 | $ | 1,066 | ||||
There were no amounts reclassified out of accumulated other comprehensive income for the three months ended September 28, 2013. The reclassification out of accumulated other comprehensive income for the nine months ended September 28, 2013 was ($51). Such reclassifications impacted cost of revenue within the Company’s condensed consolidated statement of operations. | |||||||||||
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||
Sep. 28, 2013 | ||||||||||
Earnings Per Share | ' | |||||||||
Earnings Per Share | ' | |||||||||
19. Earnings Per Share | ||||||||||
Basic earnings (loss) per share is computed by dividing the Company’s earnings (loss) by only the weighted average number of common shares outstanding during the period. For a period in which the Company reports net income, diluted earnings per share is computed by dividing the Company’s earnings 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: | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||
September 28, 2013 | September 29, 2012 | September 28, 2013 | September 29, 2012 | |||||||
Weighted average common shares—basic | 122,183 | 118,769 | 119,752 | 118,873 | ||||||
Dilutive common stock options and restricted stock unit awards (1) (2) (3) | — | 1,105 | — | 1,253 | ||||||
Weighted average common and common equivalent shares—diluted | 122,183 | 119,874 | 119,752 | 120,126 | ||||||
(1) Holders of the Notes may convert the Notes into shares of the Company’s common stock, at the applicable conversion rate, subject to certain conditions. Since it is the Company’s stated intent to settle the principal amount of the 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 Notes during the reporting periods, the Notes were not dilutive for such periods. | ||||||||||
(2) Upon exercise of outstanding 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. 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. | ||||||||||
(3) As the Company was in a loss position for the three and nine months ended September 28, 2013, 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 from the calculation of earnings per share because they would be anti-dilutive was 11,584 and 11,463 for the three and nine months ended September 28, 2013, respectively. In addition, for the three and nine months ended September 29, 2012, the total number of shares excluded from the calculation of earnings per share because they would be anti-dilutive was 3,739 and 2,961 shares, respectively. | ||||||||||
As shares have been placed in escrow for any indemnifications and liabilities in connection with the acquisition of substantially all of the business of Thermal Technology, LLC, these shares have not been included in the calculation of basic earnings per share. Upon the resolution of any contingencies and indemnifications, which will be with the associated release of the shares from escrow, such shares will be included in basic earnings per share as calculated in the period the contingencies are resolved. |
Segment_and_Geographical_Infor
Segment and Geographical Information | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Segment and Geographical Information | ' | |||||||||||||
Segment and Geographical Information | ' | |||||||||||||
20. 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 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. | ||||||||||||||
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 key technologies, in particular a sapphire annealing furnace product, that we believe will allow us to address potential new markets with production equipment options that can be optimized around customer’s specific needs. | ||||||||||||||
Financial information for the Company’s reportable segments is as follows: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, 2013 | September 29, 2012 | September 28, 2013 | September 29, 2012 | |||||||||||
Revenue: | ||||||||||||||
PV | $ | 4,369 | $ | 1,556 | $ | 20,144 | $ | 42,357 | ||||||
Polysilicon | 28,564 | 95,856 | 217,279 | 371,320 | ||||||||||
Sapphire | 7,358 | 12,649 | 28,974 | 217,526 | ||||||||||
Total revenue | 40,291 | 110,061 | 266,397 | 631,203 | ||||||||||
Gross Profit: | ||||||||||||||
PV | $ | 2,893 | $ | (3,312 | ) | $ | 2,290 | $ | 14,473 | |||||
Polysilicon | 20,032 | 35,095 | 95,119 | 148,412 | ||||||||||
Sapphire | (5,148 | ) | 3,245 | (7,401 | ) | 84,677 | ||||||||
Total gross profit | 17,777 | 35,028 | 90,008 | 247,562 | ||||||||||
Research and development | 21,075 | 18,767 | 56,039 | 47,954 | ||||||||||
Sales and marketing | 3,496 | 3,123 | 10,870 | 9,657 | ||||||||||
General and administrative | 17,427 | 15,428 | 48,507 | 45,731 | ||||||||||
Contingent consideration expense (income) | 4,971 | (9,943 | ) | 997 | (9,261 | ) | ||||||||
Restructuring charges | 4,010 | — | 6,868 | — | ||||||||||
Amortization of intangible assets | 2,976 | 2,538 | 8,098 | 7,631 | ||||||||||
Income (loss) from operations | (36,178 | ) | 5,115 | (41,371 | ) | 145,850 | ||||||||
Interest income | 122 | 27 | 286 | 50 | ||||||||||
Interest expense | (6,456 | ) | (1,620 | ) | (20,462 | ) | (3,398 | ) | ||||||
Other, net | 62 | (431 | ) | 73 | (968 | ) | ||||||||
Income (loss) before taxes | $ | (42,450 | ) | $ | 3,091 | $ | (61,474 | ) | $ | 141,534 | ||||
Geographic Information | ||||||||||||||
The following table presents revenue by geographic region, which is based on the destination of the shipments: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, 2013 | September 29, 2012 | September 28, 2013 | September 29, 2012 | |||||||||||
China | $ | 8,969 | $ | 14,038 | $ | 39,652 | $ | 267,001 | ||||||
Korea | 17,796 | 83,001 | 54,343 | 216,431 | ||||||||||
Other Asia | 9,334 | 9,191 | 161,349 | 134,829 | ||||||||||
Europe | 848 | 397 | 1,767 | 1,604 | ||||||||||
United States | 3,298 | 2,285 | 9,158 | 7,623 | ||||||||||
Other | 46 | 1,149 | 128 | 3,715 | ||||||||||
Total | $ | 40,291 | $ | 110,061 | $ | 266,397 | $ | 631,203 | ||||||
A summary of long-lived assets by geographical region is as follows: | ||||||||||||||
September 28, 2013(1) | December 31, 2012(1) | |||||||||||||
United States | $ | 158,202 | $ | 150,738 | ||||||||||
Luxembourg | 59,646 | 63,024 | ||||||||||||
China | 664 | 1,382 | ||||||||||||
Taiwan | 84 | 121 | ||||||||||||
Hong Kong | 842 | 1,252 | ||||||||||||
Total | $ | 219,438 | $ | 216,517 | ||||||||||
(1) Long-lived assets at September 28, 2013 and December 31, 2012, include intangible assets and goodwill of $153,683 and $138,537, respectively, all located in the United States, with the exception of $1,711 and $61,313 of goodwill and intangibles, respectively, at December 31, 2012, which are located in Luxembourg. At September 28, 2013 the amounts of goodwill and intangibles that were not located in the United States, but in Luxembourg were $1,711 and $57,935, respectively. |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Sep. 28, 2013 | |
Subsequent Event | ' |
Subsequent Event | ' |
21. Subsequent Event | |
Agreements with Apple Inc. | |
On October 31, 2013, GTAT Corporation (“GTAT”), a wholly-owned subsidiary of GT Advanced Technologies Inc, and Apple Inc. (“Apple”) entered into a Master Development and Supply Agreement and related Statement of Work (the “MDSA”), pursuant to which GTAT will supply sapphire material exclusively to Apple for consumer electronics. GTAT has granted Apple certain intellectual property rights in connection with its sapphire growth technologies. | |
On October 31, 2013, GTAT also entered into a Prepayment Agreement with Apple pursuant to which GTAT will receive approximately $578 million (the “Prepayment Amount”), in four separate installments, as payment in advance for the purchase of sapphire goods. GTAT is required to repay this amount ratably 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. GTAT’s obligation to repay the Prepayment Amount may be accelerated under certain circumstances. GTAT’s obligations under the Prepayment Agreement are secured by certain of its assets. While the MDSA specifies GTAT’s minimum and maximum supply commitments, there are no minimum purchase requirements under the terms of the MDSA. | |
Finally, on October 31, 2013, GTAT entered into a lease agreement (the “Lease Agreement”) with an affiliate of Apple in order to lease a facility in Mesa, Arizona that GTAT will use for the purpose of manufacturing the sapphire goods under the MDSA. | |
The foregoing does not purport to be a complete description of the MDSA, the Prepayment Agreement or the Lease Agreement, which are filed with this Quarterly Report on Form 10-Q. | |
Termination of Credit Agreement with Bank of America N.A. | |
On October 30, 2013, GT Advanced Technologies Inc. terminated its credit agreement (the “Credit Agreement”), with Bank of America, N.A., (“Bank of America”) and the other lenders from time to time party thereto. As of September 28, 2013, there was approximately $96 million outstanding under the term loan component of the Credit Agreement, which was paid in full on October 30, 2013 by the Company using its available cash. As of October 30, 2013, there were no amounts outstanding under the revolving loan component of the Credit Agreement and no outstanding stand-by letters of credit under the Credit Agreement. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 28, 2013 | |
Basis of Presentation | ' |
Reclassifications | ' |
Reclassifications | |
Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. Specifically, contingent consideration income of $9,943 and $9,261 for the three and nine-month periods ended September 29, 2012, respectively, was previously included in general and administrative expense, but is now stated separately in the Company’s condensed consolidated statements of operations. |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | ||||
Sep. 28, 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 | 6,744 | ||||
Accounts payable and accrued expenses | (7,057 | ) | |||
Customer deposits | (2,509 | ) | |||
Deferred tax liability | (3,149 | ) | |||
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 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Schedule of assets and liabilities measured and reported at fair value on a recurring basis | ' | ||||||||||||||||
September 28, 2013 | |||||||||||||||||
Total | Fair Value Measurements Using | ||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds | $ | 179,144 | $ | 179,144 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | $ | 17,523 | $ | — | $ | — | $ | 17,523 | |||||||||
December 31, 2012 | |||||||||||||||||
Total | Fair Value Measurements Using | ||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds | $ | 200,041 | $ | 200,041 | $ | — | $ | — | |||||||||
Forward foreign exchange contracts | 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 | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 28, | September 29, | September 28, 2013 | September 29, | ||||||||||||||
2013 | 2012 | 2012 | |||||||||||||||
Fair value as of the beginning of the period | $ | 12,552 | $ | 14,762 | $ | 10,315 | $ | 23,713 | |||||||||
Acquisition date fair value of contingent consideration obligations related to acquisitions | — | — | 6,211 | — | |||||||||||||
Changes in the fair value of contingent consideration obligations | 4,971 | (9,943 | ) | 997 | (9,261 | ) | |||||||||||
Payments of contingent consideration obligations | — | — | — | (9,633 | ) | ||||||||||||
Fair value at the end of the period | $ | 17,523 | $ | 4,819 | $ | 17,523 | $ | 4,819 | |||||||||
Schedule of carrying and fair values of long-term debt obligations | ' | ||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Description | Total Carrying Value | (Level 1) | (Level 2) | (Level 3) | Fair Value | ||||||||||||
2012 Term Facility, including current portion | |||||||||||||||||
September 28, 2013 | $ | 95,938 | $ | — | $ | 96,138 | $ | — | $ | 96,138 | |||||||
December 31, 2012 | $ | 139,563 | $ | — | $ | 139,563 | $ | — | $ | 139,563 | |||||||
3.00% Senior Convertible Notes | |||||||||||||||||
September 28, 2013 | $ | 165,390 | $ | — | $ | 282,659 | $ | — | $ | 282,659 | |||||||
December 31, 2012 | $ | 157,440 | $ | — | $ | 157,300 | $ | — | $ | 157,300 | |||||||
Schedule of fair value of certain assets on a nonrecurring basis using significant unobservable inputs (Level 3) | ' | ||||||||||||||||
September 28, 2013 | December 31, 2012 | ||||||||||||||||
Fair Value | Total Losses | Fair Value | Total Losses | ||||||||||||||
Long-lived asset group at our Hazelwood facility | $ | 1,155 | $ | 4,010 | $ | 5,165 | $ | 29,261 | |||||||||
Schedule of fair value of assets as of the measurements date, valuation techniques and related unobservable inputs | ' | ||||||||||||||||
Fair Value | Valuation Technique(s) | Unobservable | Range, Median | ||||||||||||||
Input | or Average | ||||||||||||||||
Long-lived asset group at our Hazelwood facility | $ | 1,155 | Cost Approach and Market Approach | Depreciation factors | Average of 75% | ||||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 28, 2013 | ||||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||||
Schedule of changes in the Company's goodwill | ' | |||||||||||||||||||||
Photovoltaic | Sapphire | |||||||||||||||||||||
Business | Business | Total | ||||||||||||||||||||
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, LLC | — | 6,744 | 6,744 | |||||||||||||||||||
Balance as of September 28, 2013 | ||||||||||||||||||||||
Goodwill | $ | 61,399 | $ | 50,403 | $ | 111,802 | ||||||||||||||||
Accumulated impairment losses | (57,037 | ) | — | (57,037 | ) | |||||||||||||||||
$ | 4,362 | $ | 50,403 | $ | 54,765 | |||||||||||||||||
Schedule of acquired intangible assets subject to amortization | ' | |||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Average | September 28, 2013 | December 31, 2012 | ||||||||||||||||||||
Amortization | Gross | Accumulated | Gross | Accumulated | ||||||||||||||||||
Period | Amount | Amortization | Net | Amount | Amortization | Net | ||||||||||||||||
Finite-lived intangible assets | ||||||||||||||||||||||
Photovoltaic: | ||||||||||||||||||||||
Technology | 9.5 years | $ | 74,200 | $ | 19,977 | $ | 54,223 | $ | 72,200 | $ | 14,951 | $ | 57,249 | |||||||||
Trade names / Trademarks | 8.6 years | 7,100 | 3,388 | 3,712 | 7,100 | 3,036 | 4,064 | |||||||||||||||
Subtotal: | 81,300 | 23,365 | 57,935 | 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 | 2,331 | 4,969 | 4,100 | 1,651 | 2,449 | |||||||||||||||
Technology | 9.3 years | 28,600 | 5,983 | 22,617 | 17,300 | 4,181 | 13,119 | |||||||||||||||
Order backlog | 1.2 years | 500 | 500 | — | 500 | 500 | — | |||||||||||||||
Trade names | 8.0 years | 1,100 | 435 | 665 | 1,100 | 332 | 768 | |||||||||||||||
Non-compete agreements | 5.8 years | 1,000 | 568 | 432 | 1,000 | 433 | 567 | |||||||||||||||
Subtotal: | 38,500 | 9,817 | 28,683 | 24,000 | 7,097 | 16,903 | ||||||||||||||||
Total finite-lived intangible assets | 121,300 | 34,682 | 86,618 | 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 | $ | 34,682 | $ | 98,918 | $ | 117,100 | $ | 26,584 | $ | 90,516 | ||||||||||
Schedule of estimated future amortization expense for the Company's intangible assets | ' | |||||||||||||||||||||
Year Ending December 31, | Amortization | |||||||||||||||||||||
Expense | ||||||||||||||||||||||
2013 (remaining three months) | $ | 2,975 | ||||||||||||||||||||
2014 | 11,881 | |||||||||||||||||||||
2015 | 11,852 | |||||||||||||||||||||
2016 | 11,519 | |||||||||||||||||||||
2017 | 11,052 | |||||||||||||||||||||
2018 | 10,990 | |||||||||||||||||||||
Thereafter | 38,649 | |||||||||||||||||||||
Customer_Concentrations_Tables
Customer Concentrations (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 28, 2013 | ||||||||||||||||||||||||||||||||
Customer Concentrations | ' | |||||||||||||||||||||||||||||||
Schedule of customers comprising 10% or more of the Company's total revenue or accounts receivable | ' | |||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | As of | ||||||||||||||||||||||||||||||
September 28, 2013 | September 29, 2012 | September 28, 2013 | September 29, 2012 | September 28, 2013 | December 31, 2012 | |||||||||||||||||||||||||||
% of | % of | % of | % of | Accounts | % of | Accounts | % of | |||||||||||||||||||||||||
Revenue | Total | Revenue | Total | Revenue | Total | Revenue | Total | Receivable | Total | Receivable | Total | |||||||||||||||||||||
Photovoltaic Customers | ||||||||||||||||||||||||||||||||
Customer #1 | * | * | * | * | * | * | * | * | * | * | $ | 2,478 | 10 | % | ||||||||||||||||||
Polysilicon Customers | ||||||||||||||||||||||||||||||||
Customer #2 | $ | 17,600 | 44 | % | * | * | * | * | * | * | * | * | * | * | ||||||||||||||||||
Customer #3 | 7,919 | 20 | % | * | * | $ | 108,579 | 41 | % | * | * | * | * | * | * | |||||||||||||||||
Customer #4 | * | * | * | * | 45,268 | 17 | % | * | * | * | * | 9,085 | 38 | % | ||||||||||||||||||
Customer #5 | * | * | * | * | 34,915 | 13 | % | * | * | * | * | * | * | |||||||||||||||||||
Customer #6 (1) | * | * | $ | 43,459 | 39 | % | * | * | $ | 139,337 | 22 | % | * | * | * | * | ||||||||||||||||
Customer #7 | * | * | 39,142 | 36 | % | * | * | * | * | $ | 1,200 | 16 | % | 3,248 | 14 | % | ||||||||||||||||
Customer #8 | * | * | * | * | * | * | 82,316 | 13 | % | * | * | * | * | |||||||||||||||||||
Customer #9 | * | * | * | * | * | * | 77,870 | 12 | % | * | * | * | * | |||||||||||||||||||
Customer #10 | * | * | * | * | * | * | * | * | 1,450 | 19 | % | * | * | |||||||||||||||||||
Sapphire Customers | ||||||||||||||||||||||||||||||||
Customer #11 | * | * | * | * | * | * | 63,950 | 10 | % | * | * | * | * | |||||||||||||||||||
* Amounts from these customers were less than 10% of the total as of, or for, the respective period. | ||||||||||||||||||||||||||||||||
(1) Presented in the table are revenues from a significant customer in the Polysilicon segment. Total revenue recognized from this customer for the three months ended September 29, 2012 was $43,769 or 40% of total revenue. Total revenue recognized from this customer for the nine months ended September 29, 2012 was $174,127 or 28% of total revenue. Not included in the table above for the three and nine months ended September 29, 2012 are $310 or less than 1% and $34,790 or 6% of total revenue for these periods for sales to this customer that have been included in the Sapphire segment. |
Derivative_and_Hedging_Activit1
Derivative and Hedging Activities (Tables) | 9 Months Ended | ||||||||||||||
Sep. 28, 2013 | |||||||||||||||
Derivative and Hedging Activities | ' | ||||||||||||||
Schedule of balance sheet locations and fair value of the Company's forward foreign currency exchange contracts | ' | ||||||||||||||
Balance Sheet | December 31, 2012 | ||||||||||||||
Location | |||||||||||||||
Forward foreign currency exchange contracts—assets | Prepaid expenses and 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 | |||||||||||||||
Amount of | Location of Gain or | Amount of Gain or | Location of | ||||||||||||
(Gain) or Loss | (Loss) Reclassified | (Loss) Reclassified | Gain or (Loss) | Amount of Gain or | |||||||||||
Recognized in OCI | from AOCI | from AOCI | Recognized in | (Loss) Recognized in | |||||||||||
on Derivative | into Income | into Income | Income on Derivative | Income on Derivative | |||||||||||
(Effective Portion) | (Effective Portion) | (Effective Portion) | (Ineffective Portion) | (Ineffective Portion) | |||||||||||
Three Months Ended | |||||||||||||||
September 28, 2013 | $ | — | Cost of revenue | $ | — | Other, net | $ | — | |||||||
September 29, 2012 | 173 | Cost of revenue | (498 | ) | Other, net | — | |||||||||
Nine Months Ended | |||||||||||||||
September 28, 2013 | 4 | Cost of revenue | 60 | Other, net | — | ||||||||||
September 29, 2012 | 641 | Cost of revenue | (2,775 | ) | Other, net | — | |||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||
Location of | |||||||||||||||
Gain or (Loss) | Amount of Gain or | ||||||||||||||
Recognized in | (Loss) Recognized in | ||||||||||||||
Income on Derivative | Income on Derivative | ||||||||||||||
Three Months Ended | |||||||||||||||
September 28, 2013 | Other, net | $ | — | ||||||||||||
September 29, 2012 | Other, net | (287 | ) | ||||||||||||
Nine Months Ended | |||||||||||||||
September 28, 2013 | Other, net | $ | — | ||||||||||||
September 29, 2012 | Other, net | (886 | ) |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Inventories | ' | |||||||
Schedule of inventories | ' | |||||||
September 28, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 109,137 | $ | 97,957 | ||||
Work-in-process | 8,563 | 5,100 | ||||||
Finished goods | 5,489 | 30,229 | ||||||
$ | 123,189 | $ | 133,286 |
Other_Assets_Tables
Other Assets (Tables) | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Other Assets | ' | |||||||
Schedule of other assets | ' | |||||||
September 28, 2013 | December 31, 2012 | |||||||
Inventory | $ | 36,724 | $ | 33,834 | ||||
Vendor advances | 18,524 | 20,664 | ||||||
Deferred financing fees | 7,945 | 8,787 | ||||||
Deferred income taxes | 21,222 | 15,424 | ||||||
Other | 7,666 | 8,211 | ||||||
$ | 92,081 | $ | 86,920 |
Warranty_Tables
Warranty (Tables) | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Warranty | ' | |||||||
Schedule of warranty activities | ' | |||||||
Nine Months Ended | ||||||||
September 28, 2013 | September 29, 2012 | |||||||
Product warranty liability, beginning of the period | $ | 10,711 | $ | 4,764 | ||||
Accruals for warranties issued | 7,157 | 9,029 | ||||||
Payments under warranty | (5,500 | ) | (4,578 | ) | ||||
Product warranty liability, end of period | $ | 12,368 | $ | 9,215 |
Restructuring_Charges_and_Asse1
Restructuring Charges and Asset Impairments (Tables) | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Restructuring Charges and Asset Impairments | ' | |||||||||||||
Schedule of restructuring charges and remaining accrued expenses | ' | |||||||||||||
Employee Related | Lease Exit and Contract | Asset Impairments | Total | |||||||||||
Benefits | Termination Costs | |||||||||||||
Balance as of December 31, 2012 | $ | 2,076 | $ | 133 | $ | — | $ | 2,209 | ||||||
Charges | 362 | 2,496 | 4,010 | 6,868 | ||||||||||
Cash payments | (2,044 | ) | (1,065 | ) | — | (3,109 | ) | |||||||
Asset impairments | — | — | (4,010 | ) | (4,010 | ) | ||||||||
Balance as of September 28, 2013 | $ | 394 | $ | 1,564 | $ | — | $ | 1,958 |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Income Taxes | ' | ||||
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits | ' | ||||
Unrecognized tax benefits at December 31, 2012 | $ | 26,322 | |||
Increases related to current year tax positions | 272 | ||||
Increases related to prior year tax positions | 372 | ||||
Settlements with tax authorities | (1,464 | ) | |||
Unrecognized tax benefits at September 28, 2013 | $ | 25,502 |
LongTerm_Debt_and_Convertible_1
Long-Term Debt and Convertible Notes (Tables) | 9 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Long-Term Debt and Convertible Notes | ' | |||||||
Schedule of interest expense | ' | |||||||
Three Months Ended | Nine Months Ended | |||||||
September 28, 2013 | September 28, 2013 | |||||||
Contractual coupon rate of interest | $ | 1,659 | $ | 4,969 | ||||
Discount amortization | 3,158 | 8,633 | ||||||
Interest expense - Convertible Notes | $ | 4,817 | $ | 13,602 | ||||
Schedule of carrying value of the notes | ' | |||||||
September 28, 2013 | ||||||||
Principal balance | $ | 220,000 | ||||||
Discount, net of accumulated amortization of $10,506 | (54,610 | ) | ||||||
Carrying amount | $ | 165,390 | ||||||
Schedule of repayment of principal amounts under the Term Facility | ' | |||||||
Principal | ||||||||
Fiscal Year Ending | Payments | |||||||
2013 (remaining 3 months) | $ | 3,625 | ||||||
2014 | 12,688 | |||||||
2015 | 14,500 | |||||||
2016 | 65,125 | |||||||
2017 | 220,000 | |||||||
Total | $ | 315,938 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||
Schedule of changes in stockholders' equity | ' | ||||||||||||||||||
Common Stock | Additional | Retained | Accumulated Other | Total | |||||||||||||||
Paid-in | Stockholders’ | ||||||||||||||||||
Shares | Par Value | Capital | Earnings | Comprehensive Income | Equity | ||||||||||||||
Balance as of January 1, 2013 | 119,293 | $ | 1,193 | $ | 183,565 | $ | 56,687 | $ | 806 | $ | 242,251 | ||||||||
Net loss | — | — | — | (44,880 | ) | — | (44,880 | ) | |||||||||||
Other comprehensive income | — | — | — | — | 260 | 260 | |||||||||||||
Common stock issued for Thermal Tech acquisition (net of $46 of registration costs) | 3,356 | 33 | 14,384 | — | — | 14,417 | |||||||||||||
Option exercises and vesting of restricted stock units | 1,448 | 14 | 101 | — | — | 115 | |||||||||||||
Share-based compensation expense | — | — | 13,490 | — | — | 13,490 | |||||||||||||
Excess tax deficiency from share-based award activity | — | — | (1,396 | ) | — | — | (1,396 | ) | |||||||||||
Minimum tax withholding payments for employee share-based awards | (339 | ) | (3 | ) | (1,513 | ) | — | — | (1,516 | ) | |||||||||
Balance as of September 28, 2013 | 123,758 | $ | 1,237 | $ | 208,631 | $ | 11,807 | $ | 1,066 | $ | 222,741 |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended | ||||||||||
Sep. 28, 2013 | |||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
Schedule of changes in accumulated other comprehensive income (loss) by component | ' | ||||||||||
Unrealized Gains and Losses on Cash | Foreign Currency Items | Total | |||||||||
Flow Hedges | |||||||||||
Beginning balance as of June 29, 2013 | $ | (591 | ) | $ | 1,591 | $ | 1,000 | ||||
Other comprehensive income (loss) before reclassifications | 66 | 66 | |||||||||
Amounts reclassified from accumulated other comprehensive income | — | — | — | ||||||||
Net other comprehensive income | $ | — | $ | 66 | 66 | ||||||
Balance as of September 28, 2013 | $ | (591 | ) | $ | 1,657 | $ | 1,066 | ||||
Unrealized Gains and Losses on Cash | Foreign Currency Items | Total | |||||||||
Flow Hedges | |||||||||||
Beginning balance as of January 1, 2013 | $ | (537 | ) | $ | 1,343 | $ | 806 | ||||
Other comprehensive income (loss) before reclassifications | (3 | ) | 314 | 311 | |||||||
Amounts reclassified from accumulated other comprehensive income | (51 | ) | — | (51 | ) | ||||||
Net other comprehensive income | $ | (54 | ) | $ | 314 | 260 | |||||
Balance as of September 28, 2013 | $ | (591 | ) | $ | 1,657 | $ | 1,066 |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||
Sep. 28, 2013 | ||||||||||
Earnings Per Share | ' | |||||||||
Schedule of computation of the weighted average shares used in computing basic and diluted earnings per share | ' | |||||||||
Three Months Ended | Nine Months Ended | |||||||||
September 28, 2013 | September 29, 2012 | September 28, 2013 | September 29, 2012 | |||||||
Weighted average common shares—basic | 122,183 | 118,769 | 119,752 | 118,873 | ||||||
Dilutive common stock options and restricted stock unit awards (1) (2) (3) | — | 1,105 | — | 1,253 | ||||||
Weighted average common and common equivalent shares—diluted | 122,183 | 119,874 | 119,752 | 120,126 | ||||||
(1) Holders of the Notes may convert the Notes into shares of the Company’s common stock, at the applicable conversion rate, subject to certain conditions. Since it is the Company’s stated intent to settle the principal amount of the 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 Notes during the reporting periods, the Notes were not dilutive for such periods. | ||||||||||
(2) Upon exercise of outstanding 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. 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. | ||||||||||
(3) As the Company was in a loss position for the three and nine months ended September 28, 2013, 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 from the calculation of earnings per share because they would be anti-dilutive was 11,584 and 11,463 for the three and nine months ended September 28, 2013, respectively. In addition, for the three and nine months ended September 29, 2012, the total number of shares excluded from the calculation of earnings per share because they would be anti-dilutive was 3,739 and 2,961 shares, respectively. |
Segment_and_Geographical_Infor1
Segment and Geographical Information (Tables) | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Segment and Geographical Information | ' | |||||||||||||
Schedule of financial information for the Company's reportable segments | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, 2013 | September 29, 2012 | September 28, 2013 | September 29, 2012 | |||||||||||
Revenue: | ||||||||||||||
PV | $ | 4,369 | $ | 1,556 | $ | 20,144 | $ | 42,357 | ||||||
Polysilicon | 28,564 | 95,856 | 217,279 | 371,320 | ||||||||||
Sapphire | 7,358 | 12,649 | 28,974 | 217,526 | ||||||||||
Total revenue | 40,291 | 110,061 | 266,397 | 631,203 | ||||||||||
Gross Profit: | ||||||||||||||
PV | $ | 2,893 | $ | (3,312 | ) | $ | 2,290 | $ | 14,473 | |||||
Polysilicon | 20,032 | 35,095 | 95,119 | 148,412 | ||||||||||
Sapphire | (5,148 | ) | 3,245 | (7,401 | ) | 84,677 | ||||||||
Total gross profit | 17,777 | 35,028 | 90,008 | 247,562 | ||||||||||
Research and development | 21,075 | 18,767 | 56,039 | 47,954 | ||||||||||
Sales and marketing | 3,496 | 3,123 | 10,870 | 9,657 | ||||||||||
General and administrative | 17,427 | 15,428 | 48,507 | 45,731 | ||||||||||
Contingent consideration expense (income) | 4,971 | (9,943 | ) | 997 | (9,261 | ) | ||||||||
Restructuring charges | 4,010 | — | 6,868 | — | ||||||||||
Amortization of intangible assets | 2,976 | 2,538 | 8,098 | 7,631 | ||||||||||
Income (loss) from operations | (36,178 | ) | 5,115 | (41,371 | ) | 145,850 | ||||||||
Interest income | 122 | 27 | 286 | 50 | ||||||||||
Interest expense | (6,456 | ) | (1,620 | ) | (20,462 | ) | (3,398 | ) | ||||||
Other, net | 62 | (431 | ) | 73 | (968 | ) | ||||||||
Income (loss) before taxes | $ | (42,450 | ) | $ | 3,091 | $ | (61,474 | ) | $ | 141,534 | ||||
Schedule of revenue by geographic region based on the destination of the shipments | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 28, 2013 | September 29, 2012 | September 28, 2013 | September 29, 2012 | |||||||||||
China | $ | 8,969 | $ | 14,038 | $ | 39,652 | $ | 267,001 | ||||||
Korea | 17,796 | 83,001 | 54,343 | 216,431 | ||||||||||
Other Asia | 9,334 | 9,191 | 161,349 | 134,829 | ||||||||||
Europe | 848 | 397 | 1,767 | 1,604 | ||||||||||
United States | 3,298 | 2,285 | 9,158 | 7,623 | ||||||||||
Other | 46 | 1,149 | 128 | 3,715 | ||||||||||
Total | $ | 40,291 | $ | 110,061 | $ | 266,397 | $ | 631,203 | ||||||
Summary of long-lived assets by geographical region | ' | |||||||||||||
September 28, 2013(1) | December 31, 2012(1) | |||||||||||||
United States | $ | 158,202 | $ | 150,738 | ||||||||||
Luxembourg | 59,646 | 63,024 | ||||||||||||
China | 664 | 1,382 | ||||||||||||
Taiwan | 84 | 121 | ||||||||||||
Hong Kong | 842 | 1,252 | ||||||||||||
Total | $ | 219,438 | $ | 216,517 | ||||||||||
(1) Long-lived assets at September 28, 2013 and December 31, 2012, include intangible assets and goodwill of $153,683 and $138,537, respectively, all located in the United States, with the exception of $1,711 and $61,313 of goodwill and intangibles, respectively, at December 31, 2012, which are located in Luxembourg. At September 28, 2013 the amounts of goodwill and intangibles that were not located in the United States, but in Luxembourg were $1,711 and $57,935, respectively. |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Reclassifications | ' | ' | ' | ' | ' |
Contingent consideration income | ' | ' | $9,943 | ' | $9,261 |
Impairment charges on PV inventory | 60,192 | ' | ' | ' | ' |
Impairment charges on PV vendor advances | 8,352 | ' | ' | ' | ' |
Impairment of goodwill | 57,037 | ' | ' | 0 | ' |
Impairment charges on PV long-lived, intangible and other assets | 29,261 | ' | ' | ' | ' |
Income (loss) from operations | ' | -36,178 | 5,115 | -41,371 | 145,850 |
Net (Loss) income | ' | -38,146 | 2,344 | -44,880 | 96,174 |
Cash for operating activities | ' | ' | ' | 109,163 | 22,704 |
Impairment charge related to certain intangible assets in PV business | ' | $0 | ' | ' | ' |
Basis_of_Presentation_Details_
Basis of Presentation (Details 2) (2012 Term Facility and Incremental Term Loans, Bank of America, USD $) | 0 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Oct. 30, 2013 | Dec. 31, 2013 | Sep. 28, 2013 |
2012 Term Facility and Incremental Term Loans | Bank of America | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Outstanding borrowings under the term loan component of the Credit Agreement paid | $96,000 | ' | ' |
Stand-by letters of credit principal amount outstanding | 0 | ' | ' |
Deferred loan costs expected to be recognized | ' | 3,639 | ' |
Debt balance outstanding | $0 | ' | $96,000 |
Basis_of_Presentation_Details_1
Basis of Presentation (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Basis of presentation | ' | ' | ' | ' |
Revenue | $40,291 | $110,061 | $266,397 | $631,203 |
Gross profit | 17,777 | 35,028 | 90,008 | 247,562 |
SDR-400 | ' | ' | ' | ' |
Basis of presentation | ' | ' | ' | ' |
Number of product installations | ' | ' | 30 | ' |
Number of customers' facilities at which product installations are done | ' | ' | 1 | ' |
Revenue | 3,080 | ' | 148,740 | ' |
Gross profit | $681 | ' | $59,501 | ' |
Number of customer arrangements from which revenue is generated | ' | ' | 2 | ' |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||||
In Thousands, except Share data in Millions, unless otherwise specified | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 28, 2013 | Nov. 08, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | 16-May-13 | Sep. 28, 2013 | Sep. 28, 2013 |
Twin Creeks Technologies, Inc. | Twin Creeks Technologies, Inc. | Twin Creeks Technologies, Inc. | Twin Creeks Technologies, Inc. | Twin Creeks Technologies, Inc. | Thermal Technology, LLC | Thermal Technology, LLC | Thermal Technology, LLC | Thermal Technology, LLC | Thermal Technology, LLC | Thermal Technology, LLC | |
Maximum | Minimum | Maximum | |||||||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock purchase consideration (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 3.4 | ' | ' |
Aggregate value of common stock | ' | ' | ' | ' | ' | $14,463 | $14,463 | $14,463 | $14,463 | ' | ' |
Revenue contribution of acquired business | ' | ' | ' | ' | ' | ' | 3,545 | ' | ' | ' | ' |
Purchase consideration paid in cash | 10,172 | ' | 10,172 | 10,172 | ' | ' | ' | ' | ' | ' | ' |
Potential additional contingent consideration | ' | ' | ' | 40,000 | ' | ' | ' | ' | 35,000 | ' | ' |
Fair value of the contingent consideration | 5,200 | ' | 5,200 | 5,200 | ' | 6,211 | 6,211 | 6,211 | 6,211 | ' | ' |
Loss from acquired business | ' | ' | ' | ' | ' | ' | 3,071 | ' | ' | ' | ' |
Fair value of consideration transferred: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' | ' | 14,463 | 14,463 | 14,463 | 14,463 | ' | ' |
Cash | 10,172 | ' | 10,172 | 10,172 | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration obligations | 5,200 | ' | 5,200 | 5,200 | ' | 6,211 | 6,211 | 6,211 | 6,211 | ' | ' |
Preliminary estimate of net working capital adjustment | ' | ' | ' | ' | ' | -735 | -735 | -735 | ' | ' | ' |
Total fair value of consideration | 15,372 | ' | 15,372 | 15,372 | ' | 19,939 | 19,939 | 19,939 | ' | ' | ' |
Fair value of assets acquired and liabilities assumed: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | ' | 1,008 | 1,008 | 1,008 | ' | ' | ' |
Inventory | ' | ' | ' | ' | ' | 7,861 | 7,861 | 7,861 | ' | ' | ' |
Property, plant and equipment | 1,529 | ' | 1,529 | ' | ' | 1,700 | 1,700 | 1,700 | ' | ' | ' |
Deferred tax asset | ' | ' | ' | ' | ' | 411 | 411 | 411 | ' | ' | ' |
Other assets | 23 | ' | 23 | ' | ' | 439 | 439 | 439 | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | 14,500 | 14,500 | 14,500 | ' | ' | ' |
In-process research and development | 12,300 | ' | 12,300 | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 2,907 | ' | 2,907 | ' | ' | 6,744 | 6,744 | 6,744 | 6,744 | ' | ' |
Accounts payable | -1,362 | ' | -1,362 | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued expenses | ' | ' | ' | ' | ' | -7,057 | -7,057 | -7,057 | ' | ' | ' |
Customer deposits | ' | ' | ' | ' | ' | -2,509 | -2,509 | -2,509 | ' | ' | ' |
Deferred tax liability | ' | ' | ' | ' | ' | -3,149 | -3,149 | -3,149 | ' | ' | ' |
Other current liabilities | -25 | ' | -25 | ' | ' | -9 | -9 | -9 | ' | ' | ' |
Total net assets acquired | 15,372 | ' | 15,372 | ' | ' | 19,939 | 19,939 | 19,939 | ' | ' | ' |
Increase to goodwill due to update of preliminary valuation of assets acquired | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease to deferred tax assets due to update of preliminary valuation of assets acquired | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | 27,562 | ' | 27,562 | ' | ' | ' | ' | ' | ' | 7,507 | 20,205 |
Transaction cost incurred in connection with acquisition | ' | ' | ' | ' | ' | ' | ' | 1,188 | ' | ' | ' |
Contingent consideration (income) expense | $6,046 | ' | $6,747 | ' | ' | ($1,075) | ' | ($934) | ' | ' | ' |
Discount rate (as a percent) | ' | ' | -28.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 9 Months Ended | ||||||||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 |
item | 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 3 | Level 3 | Fair Value | Fair Value | Fair Value | Fair Value | Total Carrying Value | Total Carrying Value | Total Carrying Value | Total Carrying Value | ||
3.00% Senior Convertible Notes | 3.00% Senior Convertible Notes | 3.00% Senior Convertible Notes | 3.00% Senior Convertible Notes | 3.00% Senior Convertible Notes | 3.00% Senior Convertible Notes | ||||||||||||
Fair Value Measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset transfers between levels | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liability transfers between levels | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Money market mutual funds | ' | 179,144 | 200,041 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 179,144 | 200,041 | ' | ' |
Forward foreign exchange contracts | ' | ' | ' | ' | 230 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230 | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration | ' | ' | ' | ' | ' | ' | ' | 17,523 | 10,315 | ' | ' | ' | ' | 17,523 | 10,315 | ' | ' |
Long-term debt obligations | ' | ' | ' | $96,138 | $139,563 | $282,659 | $157,300 | ' | ' | $96,138 | $139,563 | $282,659 | $157,300 | $95,938 | $139,563 | $165,390 | $157,440 |
Number of changes in the valuation techniques used to measure the fair value of forward foreign exchange contracts | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Jun. 29, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 |
Hazelwood facility | Non - recurring basis | Non - recurring basis | Weighted average | Confluence Solar, Inc. | Contingent consideration obligations | Contingent consideration obligations | Contingent consideration obligations | Contingent consideration obligations | Contingent consideration obligations | Contingent consideration obligations | Contingent consideration obligations | ||||
Level 3 | Level 3 | Non - recurring basis | Twin Creeks | Twin Creeks | Thermal Technology, LLC | ||||||||||
Hazelwood facility | Hazelwood facility | Level 3 | Minimum | Weighted average | |||||||||||
Hazelwood facility | |||||||||||||||
Changes in the fair value of the Company's Level 3 liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value as of the beginning of the period | ' | ' | ' | ' | ' | ' | ' | ' | $12,552 | $14,762 | $10,315 | $23,713 | ' | ' | ' |
Acquisition date fair value of contingent consideration obligations related to acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,211 | ' | ' | ' | ' |
Changes in the fair value of contingent consideration obligations | ' | ' | ' | ' | ' | ' | ' | ' | 4,971 | -9,943 | 997 | -9,261 | ' | ' | ' |
Payments of contingent consideration obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,633 | ' | ' | ' |
Fair value at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | 17,523 | 4,819 | 17,523 | 4,819 | ' | ' | ' |
Revised probability factor associated with the technical target (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28.00% | 28.00% | 20.40% |
Probability adjusted discount rate for revenue target (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 75.00% | ' |
Reversal of the contingent consideration liability | ' | ' | ' | ' | ' | ' | ' | 4,816 | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration expense (income) | ' | -9,943 | -9,261 | ' | ' | ' | ' | ' | 4,971 | -9,943 | 997 | -9,261 | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived asset group | ' | ' | ' | 1,155 | 1,155 | 5,165 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived asset group, Total Losses | 29,261 | ' | ' | ' | 4,010 | 29,261 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived asset group of the Hazelwood facility | ' | ' | ' | ' | ' | ' | $1,155 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of projected option cost as an input to measure fair value | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 |
Thermal Technology, LLC | Twin Creeks | 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 | ' | $105,058 | ' | ' | $61,399 | $61,399 | $50,403 | $43,659 | ' |
Accumulated impairment losses at the beginning of the period | ' | -57,037 | ' | ' | -57,037 | -57,037 | ' | ' | ' |
Goodwill, net at the beginning of the period | ' | 48,021 | ' | ' | 4,362 | 4,362 | 50,403 | 43,659 | ' |
Acquisitions | ' | ' | 6,744 | ' | ' | ' | ' | ' | 6,744 |
Goodwill, gross at the end of the period | 105,058 | 111,802 | ' | ' | 61,399 | 61,399 | 50,403 | 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 | 48,021 | 54,765 | ' | ' | 4,362 | 4,362 | 50,403 | 43,659 | ' |
Goodwill impairment loss | 57,037 | 0 | ' | ' | ' | ' | ' | ' | ' |
Increase to goodwill due to update of preliminary valuation of assets acquired | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' |
Decrease to deferred tax assets due to update of preliminary valuation of assets acquired | ' | ' | ' | $2,000 | ' | ' | ' | ' | ' |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 |
Photovoltaic Business | Photovoltaic Business | Photovoltaic Business | Photovoltaic Business | Photovoltaic Business | Photovoltaic Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | |||
Technology | Technology | Trade names / Trademarks | Trade names / Trademarks | Technology | Technology | Customer relationships | Customer relationships | Technology | Technology | Order backlog | Order backlog | Trade names | Trade names | Non-compete agreements | Non-compete agreements | |||||||||
Acquired intangible assets subject to amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Amortization Period | ' | ' | ' | ' | '9 years 6 months | ' | '8 years 7 months 6 days | ' | ' | ' | '2 years 7 months 6 days | ' | ' | ' | '6 years 4 months 24 days | ' | '9 years 3 months 18 days | ' | '1 year 2 months 12 days | ' | '8 years | ' | '5 years 9 months 18 days | ' |
Gross Amount | $121,300 | $104,800 | $81,300 | $79,300 | $74,200 | $72,200 | $7,100 | $7,100 | $1,500 | $1,500 | $1,500 | $1,500 | $38,500 | $24,000 | $7,300 | $4,100 | $28,600 | $17,300 | $500 | $500 | $1,100 | $1,100 | $1,000 | $1,000 |
Accumulated Amortization | 34,682 | 26,584 | 23,365 | 17,987 | 19,977 | 14,951 | 3,388 | 3,036 | 1,500 | 1,500 | 1,500 | 1,500 | 9,817 | 7,097 | 2,331 | 1,651 | 5,983 | 4,181 | 500 | 500 | 435 | 332 | 568 | 433 |
Net | 86,618 | 78,216 | 57,935 | 61,313 | 54,223 | 57,249 | 3,712 | 4,064 | ' | ' | ' | ' | 28,683 | 16,903 | 4,969 | 2,449 | 22,617 | 13,119 | ' | ' | 665 | 768 | 432 | 567 |
Indefinite-lived intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
In-process research and development | 12,300 | 12,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Amount | 133,600 | 117,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net | 98,918 | 90,516 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge related to certain intangible assets | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining amortization period | ' | ' | '7 years 1 month 2 days | ' | ' | ' | ' | ' | '0 years | ' | ' | ' | '6 years 5 months 8 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated future amortization expense for the Company's intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2013 (remaining three months) | 2,975 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 11,881 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 11,852 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 11,519 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 11,052 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | 10,990 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Thereafter | $38,649 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer_Concentrations_Detail
Customer Concentrations (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 31, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 |
Photovoltaic Business | Photovoltaic Business | Photovoltaic Business | Photovoltaic Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Accounts Receivable | Accounts Receivable | Accounts Receivable | Accounts Receivable | Accounts Receivable | ||||||
Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Credit concentration | Credit concentration | Credit concentration | Credit concentration | Credit concentration | ||||||||||||||||||
Customer #6 | Customer #6 | Polysilicon Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Sapphire Business | Sapphire Business | Sapphire Business | Sapphire Business | Photovoltaic Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | Polysilicon Business | ||||||||||||||||||
Customer #2 | Customer #3 | Customer #3 | Customer #4 | Customer #5 | Customer #6 | Customer #6 | Customer #7 | Customer #8 | Customer #9 | Customer #6 | Customer #6 | Customer #6 | Customer #11 | Customer #1 | Customer #4 | Customer #7 | Customer #7 | Customer #10 | ||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||||||||||||
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $40,291 | $110,061 | $266,397 | $631,203 | ' | $4,369 | $1,556 | $20,144 | $42,357 | $28,564 | $95,856 | $217,279 | $371,320 | $7,358 | $12,649 | $28,974 | $217,526 | ' | ' | $17,600 | $7,919 | $108,579 | $45,268 | $34,915 | $43,459 | $139,337 | $39,142 | $82,316 | $77,870 | $310 | $34,790 | ' | $63,950 | ' | ' | ' | ' | ' |
Accounts receivable, net | 7,471 | ' | 7,471 | ' | 23,829 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,478 | 9,085 | 1,200 | 3,248 | 1,450 |
% of Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44.00% | 20.00% | 41.00% | 17.00% | 13.00% | 39.00% | 22.00% | 36.00% | 13.00% | 12.00% | ' | 6.00% | 1.00% | 10.00% | 10.00% | 38.00% | 16.00% | 14.00% | 19.00% |
Total accounts receivable secured by letters of credit | 3,174 | ' | 3,174 | ' | 16,557 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total accounts receivable secured by letters of credit (as a percent) | 42.00% | ' | 42.00% | ' | 69.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of total revenue from customer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | 28.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue from customer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $43,769 | $174,127 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_and_Hedging_Activit2
Derivative and Hedging Activities (Details) (Instruments Designated as Cash Flow Hedges, Forward foreign currency exchange contracts, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2013 |
Instruments Designated as Cash Flow Hedges | Forward foreign currency exchange contracts | ' |
Derivative and Hedging Activities | ' |
Derivative contracts expiration period | '12 months |
Amount of forward foreign currency exchange purchase contracts | $0 |
Derivative_and_Hedging_Activit3
Derivative and Hedging Activities (Details 2) (Instruments designated as hedging instruments, Forward foreign currency exchange contracts, USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Instruments designated as hedging instruments | Forward foreign currency exchange contracts | ' |
Derivative and Hedging Activities | ' |
Assets | $230 |
Derivative_and_Hedging_Activit4
Derivative and Hedging Activities (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 28, 2013 |
Instruments designated as hedging instruments | Instruments designated as hedging instruments | Instruments designated as hedging instruments | Derivatives Not Designated as Hedging Instruments | Derivatives Not Designated as Hedging Instruments | Cash Flow Hedges. | |||
Forward foreign currency exchange contracts | Forward foreign currency exchange contracts | Forward foreign currency exchange contracts | Forward foreign currency exchange contracts | Forward foreign currency exchange contracts | Forward foreign currency exchange contracts | |||
Derivative and Hedging Activities | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of (Gain) or Loss recognized in OCI on Derivative (Effective Portion) | ' | ' | $173 | $4 | $641 | ' | ' | ' |
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 0 | -51 | -498 | 60 | -2,775 | ' | ' | ' |
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion) | ' | ' | ' | ' | ' | -287 | -886 | ' |
Loss recognized in earnings due to discontinuation of cash flow hedging | ' | ' | ' | ' | ' | ' | ' | 0 |
Accumulated gain expected to be reclassified into earnings over the next twelve months | ' | ' | ' | ' | ' | ' | ' | $0 |
Inventories_Details
Inventories (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials | $109,137 | $97,957 |
Work-in-process | 8,563 | 5,100 |
Finished goods | 5,489 | 30,229 |
Inventories | $123,189 | $133,286 |
Other_Assets_Details
Other Assets (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Assets | ' | ' |
Inventory | $36,724 | $33,834 |
Vendor advances | 18,524 | 20,664 |
Deferred financing fees | 7,945 | 8,787 |
Deferred income taxes | 21,222 | 15,424 |
Other | 7,666 | 8,211 |
Total other assets | $92,081 | $86,920 |
Warranty_Details
Warranty (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Warranty activities | ' | ' |
Product warranty liability, beginning of the period | $10,711 | $4,764 |
Accruals for warranties issued | 7,157 | 9,029 |
Payments under warranty | -5,500 | -4,578 |
Product warranty liability, end of the period | $12,368 | $9,215 |
Restructuring_Charges_and_Asse2
Restructuring Charges and Asset Impairments (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 |
October 2012 Restructuring | Hazelwood Facility | Hazelwood Facility | Hazelwood Facility | Hazelwood facility | Employee related benefits | Lease Exit and Contract Termination Costs | Lease Exit and Contract Termination Costs | Asset impairments | Photovoltaic Business | Photovoltaic Business | Polysilicon Business | Sapphire Business | Corporate Services | |||
item | Hazelwood Facility | October 2012 Restructuring | Lease Exit and Contract Termination Costs | October 2012 Restructuring | October 2012 Restructuring | October 2012 Restructuring | ||||||||||
Hazelwood Facility | ||||||||||||||||
Restructuring Charges and Asset Impairments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring and asset impairment expense | ' | ' | ' | ' | $29,782 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Severance and related benefits | ' | ' | 362 | ' | 521 | ' | ' | ' | ' | ' | ' | 159 | ' | 14 | 44 | 145 |
Write-down of assets associated with personnel reductions and facility consolidations | ' | ' | ' | ' | 29,261 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of employees terminated | ' | ' | ' | 37 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional charges related to the facilities lease exit costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,854 | ' | ' | ' | ' | ' | ' |
Other costs related to facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | 642 | ' | ' | ' | ' | ' | ' |
Impairment charge related to certain intangible assets | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,010 | ' | ' | ' |
Restructuring reserves | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges as of the beginning of the period | ' | 2,209 | ' | ' | ' | ' | ' | 2,076 | 133 | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | 6,868 | ' | ' | ' | ' | ' | 362 | 2,496 | ' | 4,010 | ' | ' | ' | ' | ' |
Cash payments | ' | -3,109 | ' | ' | ' | ' | ' | -2,044 | -1,065 | ' | ' | ' | ' | ' | ' | ' |
Asset impairments | ' | -4,010 | ' | ' | ' | ' | ' | ' | ' | ' | -4,010 | ' | ' | ' | ' | ' |
Restructuring charges at the end of the period | 1,958 | 1,958 | ' | ' | ' | ' | ' | 394 | 1,564 | ' | ' | ' | ' | ' | ' | ' |
Fair value of assets | ' | ' | ' | ' | ' | ' | 1,155 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived asset group that does not meet the criteria of held-for-sale | ' | ' | ' | ' | ' | $1,155 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Income Taxes | ' | ' | ' | ' |
Effective tax rate (as a percent) | 10.10% | 24.20% | 26.90% | 32.00% |
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 | ' | ' | $26,322 | ' |
Increases related to current year tax positions | ' | ' | 272 | ' |
Increases related to prior year tax positions | ' | ' | 372 | ' |
Settlements with tax authorities | ' | ' | -1,464 | ' |
Unrecognized tax benefits, balance at the end of the period | 25,502 | ' | 25,502 | ' |
Income tax provision recorded on reversing certain interest and penalty accruals | 277 | ' | 355 | ' |
Estimated income taxes paid | ' | ' | $16,109 | $51,079 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Dec. 31, 2012 |
Purchase commitments | ' | ' |
Amount accrued under purchase orders | $0 | ' |
Gross amount outstanding under purchase orders | 14,284 | ' |
Purchase Commitments | ' | ' |
Purchase commitments | ' | ' |
Estimated commitments to purchase raw materials, research and development and other services | 329,147 | 214,611 |
Period within which majority of commitments are due | '12 months | ' |
Vendor contract dispute | ' | ' |
Purchase commitments | ' | ' |
Settlement payable | $3,250 | ' |
LongTerm_Debt_and_Convertible_2
Long-Term Debt and Convertible Notes (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Oct. 30, 2013 | Feb. 27, 2013 | Dec. 31, 2013 | Sep. 28, 2013 | Jan. 31, 2012 | Jun. 25, 2012 | Sep. 28, 2013 | Jan. 31, 2012 | Feb. 27, 2013 | Jan. 31, 2012 |
2012 Credit Agreement | 2012 Credit Agreement | 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 Term Facility and Incremental Term Loans | 2012 Term Facility and Incremental Term Loans | Incremental term loan | Hong Kong Revolving Credit Facility | Hong Kong Revolving Credit Facility | Hong Kong Revolving Credit Facility | Hong Kong Revolving Credit Facility | |||
U.S. | U.S. | U.S. | U.S. | Bank of America | Bank of America | Bank of America | Bank of America | Bank of America | U.S. | 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 |
Aggregate increase in principal amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000 | ' | ' | ' | ' |
Interest expense which includes amortization of debt fees | ' | ' | 1,859 | 1,470 | 6,839 | 3,185 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate (as a percent) | ' | ' | 4.69% | ' | 4.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest capitalized on construction-in-process contracts | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs | ' | ' | 3,639 | ' | 3,639 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 539 | ' | ' | ' |
Available credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 124,461 | ' | ' | ' |
Stand-by letters of credit principal amount outstanding | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pre-payment of term facility pursuant to amendment | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings under the term loan component of the Credit Agreement paid | ' | ' | ' | ' | ' | ' | 96,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred loan costs expected to be recognized | ' | ' | ' | ' | ' | ' | ' | ' | 3,639 | ' | ' | ' | ' | ' | ' | ' |
Debt balance outstanding | ' | ' | ' | ' | ' | ' | $0 | ' | ' | $96,000 | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_and_Convertible_3
Long-Term Debt and Convertible Notes (Details 2) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Share data in Millions, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 31, 2012 | Sep. 28, 2012 | Sep. 28, 2013 | Sep. 28, 2012 | Sep. 28, 2013 | Sep. 28, 2013 |
Call options purchased | 2012 Term Facility and Incremental Term Loans | 3.00% Convertible Senior Notes due 2017 | 3.00% Convertible Senior Notes due 2017 | 3.00% Convertible Senior Notes due 2017 | ||||
Bank of America | ||||||||
Long-Term Debt and Revolving Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate increase in principal amount of debt | ' | ' | ' | ' | ' | $220,000,000 | ' | ' |
Net proceeds from notes issued after deducting fees paid to the initial purchasers and other offering costs | ' | ' | ' | ' | ' | 212,592,000 | ' | ' |
Stated interest rate of notes issued (as a percent) | ' | ' | ' | ' | ' | 3.00% | 3.00% | 3.00% |
Debt instrument, initial conversion rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 0.1297185 |
Conversion ratio, principal amount | ' | ' | ' | ' | ' | ' | ' | 1,000 |
Debt instrument, number of shares issued on conversion | ' | ' | ' | ' | ' | ' | ' | 28.5 |
Debt Instrument, Convertible, Effective Conversion Price (in dollars per share) | ' | ' | ' | $7.71 | ' | ' | ' | ' |
Effective interest rate on the liability component (as a percent) | ' | ' | ' | ' | ' | ' | ' | 10.70% |
Principal balance | ' | ' | ' | ' | ' | ' | 220,000,000 | 220,000,000 |
Discount, net of accumulated amortization of $10,506 | ' | ' | ' | ' | ' | ' | -54,610,000 | -54,610,000 |
Carrying amount | ' | ' | ' | ' | ' | ' | 165,390,000 | 165,390,000 |
Accumulated Amortization | 34,682,000 | ' | 26,584,000 | ' | ' | ' | 10,506,000 | 10,506,000 |
Principal amount required to be paid over the next four fiscal years | ' | ' | ' | ' | ' | ' | ' | ' |
2013 (remaining 3 months) | ' | ' | ' | ' | 3,625,000 | ' | ' | ' |
2014 | ' | ' | ' | ' | 12,688,000 | ' | ' | ' |
2015 | ' | ' | ' | ' | 14,500,000 | ' | ' | ' |
2016 | ' | ' | ' | ' | 65,125,000 | ' | ' | ' |
2017 | ' | ' | ' | ' | 220,000,000 | ' | ' | ' |
Total | ' | ' | ' | ' | 315,938,000 | ' | ' | ' |
Contractual coupon rate of interest | ' | ' | ' | ' | ' | ' | 1,659,000 | 4,969,000 |
Convertible notes discount amortization | 7,950,000 | 62,000 | ' | ' | ' | ' | 3,158,000 | 8,633,000 |
Interest expense - Convertible Notes | ' | ' | ' | ' | ' | ' | $4,817,000 | $13,602,000 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Share-Based Compensation | ' | ' | ' | ' |
Stock-based compensation expense | $4,555 | $4,818 | $13,883 | $13,091 |
Unamortized share-based compensation expense | 23,516 | ' | 23,516 | ' |
Weighted average remaining requisite service period | ' | ' | '1 year 8 months 8 days | ' |
Restricted Stock Units | ' | ' | ' | ' |
Share-Based Compensation | ' | ' | ' | ' |
Granted (in shares) | ' | ' | 3,158 | ' |
Total fair value of awards granted | ' | ' | 10,771 | ' |
Granted (in dollars per share) | ' | ' | $3.41 | ' |
Market-based restricted stock units | ' | ' | ' | ' |
Share-Based Compensation | ' | ' | ' | ' |
Granted (in shares) | ' | ' | 890 | ' |
Total fair value of awards granted | ' | ' | $2,688 | ' |
Granted (in dollars per share) | ' | ' | $3.02 | ' |
Stock options | ' | ' | ' | ' |
Share-Based Compensation | ' | ' | ' | ' |
Awards granted (in shares) | ' | ' | 0 | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Balance | ' | ' | $242,251 | ' |
Balance (in shares) | ' | ' | 119,293 | ' |
Net (loss) income | -38,146 | 2,344 | -44,880 | 96,174 |
Other comprehensive income | 66 | 530 | 260 | 1,690 |
Common stock issued for Thermal Tech acquisition (net of $46 of registration costs) | ' | ' | 14,417 | ' |
Registration costs related to acquisition | ' | ' | 33 | ' |
Option exercises and vesting of restricted stock units | ' | ' | 115 | ' |
Share-based compensation expense | ' | ' | 13,490 | ' |
Excess tax deficiency from share-based award activity | ' | ' | -1,396 | ' |
Minimum tax withholding payments for employee share-based awards | ' | ' | -1,516 | ' |
Balance | 222,741 | ' | 222,741 | ' |
Balance (in shares) | 123,758 | ' | 123,758 | ' |
Common Stock | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Balance | ' | ' | 1,193 | ' |
Balance (in shares) | ' | ' | 119,293 | ' |
Common stock issued for Thermal Tech acquisition (net of $46 of registration costs) | ' | ' | 46 | ' |
Common stock issued for Thermal Tech acquisition (net of $46 of registration costs) (in shares) | ' | ' | 3,356 | ' |
Option exercises and vesting of restricted stock units | ' | ' | 14 | ' |
Option exercises and vesting of restricted stock units (in shares) | ' | ' | 1,448 | ' |
Minimum tax withholding payments for employee share-based awards | ' | ' | -3 | ' |
Minimum tax withholding payments for employee share-based awards (in shares) | ' | ' | -339 | ' |
Balance | 1,237 | ' | 1,237 | ' |
Balance (in shares) | 123,758 | ' | 123,758 | ' |
Additional Paid-in Capital | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Balance | ' | ' | 183,565 | ' |
Common stock issued for Thermal Tech acquisition (net of $46 of registration costs) | ' | ' | 14,384 | ' |
Option exercises and vesting of restricted stock units | ' | ' | 101 | ' |
Share-based compensation expense | ' | ' | 13,490 | ' |
Excess tax deficiency from share-based award activity | ' | ' | -1,396 | ' |
Minimum tax withholding payments for employee share-based awards | ' | ' | -1,513 | ' |
Balance | 208,631 | ' | 208,631 | ' |
Retained Earnings | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Balance | ' | ' | 56,687 | ' |
Net (loss) income | ' | ' | -44,880 | ' |
Balance | 11,807 | ' | 11,807 | ' |
Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Balance | ' | ' | 806 | ' |
Other comprehensive income | ' | ' | 260 | ' |
Balance | $1,066 | ' | $1,066 | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Sep. 28, 2013 | Sep. 28, 2013 |
Unrealized Gains and Losses on Cash Flow Hedges | Unrealized Gains and Losses on Cash Flow Hedges | Foreign Currency Items | Foreign Currency Items | |||
Changes in accumulated balances of other comprehensive income | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | $1,000 | $806 | ($537) | ($591) | $1,591 | $1,343 |
Other comprehensive income (loss) before reclassifications | 66 | 311 | -3 | ' | 66 | 314 |
Amounts reclassified from accumulated other comprehensive income | ' | -51 | -51 | ' | ' | ' |
Net other comprehensive income | 66 | 260 | -54 | ' | 66 | 314 |
Balance at the end of the period | 1,066 | 1,066 | -591 | -591 | 1,657 | 1,657 |
Amount of gain (loss) reclassified from AOCI to cost of revenue | $0 | ($51) | ' | ' | ' | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Weighted-average number of shares used in per share calculations: | ' | ' | ' | ' |
Weighted average common shares-basic | 122,183 | 118,769 | 119,752 | 118,873 |
Dilutive common stock options and restricted stock unit awards (in shares) | ' | 1,105 | ' | 1,253 |
Weighted average common and common equivalent shares-diluted | 122,183 | 119,874 | 119,752 | 120,126 |
Earnings_Per_Share_Details_2
Earnings Per Share (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | |
Stock options and restricted stock units | ' | ' | ' | ' |
Long-Term Debt and Revolving Credit Facility | ' | ' | ' | ' |
Anti-dilutive securities excluded from computation of earnings per share | 11,584,000 | 3,739,000 | 11,463,000 | 2,961,000 |
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 | ' | 28,500,000 | ' |
Exercise price of shares of common stock that can be acquired upon exercise of warrants (in dollars per share) | 9.9328 | ' | 9.9328 | ' |
Segment_and_Geographical_Infor2
Segment and Geographical Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
segment | ||||
Segment and Geographical Information | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 3 | ' |
Financial information for the Company's business segments | ' | ' | ' | ' |
Revenue | $40,291 | $110,061 | $266,397 | $631,203 |
Gross profit | 17,777 | 35,028 | 90,008 | 247,562 |
Research and development | 21,075 | 18,767 | 56,039 | 47,954 |
Sales and marketing | 3,496 | 3,123 | 10,870 | 9,657 |
General and administrative | 17,427 | 15,428 | 48,507 | 45,731 |
Contingent consideration expense (income) | 4,971 | -9,943 | 997 | -9,261 |
Restructuring charges | 4,010 | ' | 6,868 | ' |
Amortization of intangible assets | 2,976 | 2,538 | 8,098 | 7,631 |
(Loss) income from operations | -36,178 | 5,115 | -41,371 | 145,850 |
Interest income | 122 | 27 | 286 | 50 |
Interest expense | -6,456 | -1,620 | -20,462 | -3,398 |
Other, net | 62 | -431 | 73 | -968 |
(Loss) income before income taxes | -42,450 | 3,091 | -61,474 | 141,534 |
PV | ' | ' | ' | ' |
Financial information for the Company's business segments | ' | ' | ' | ' |
Revenue | 4,369 | 1,556 | 20,144 | 42,357 |
Gross profit | 2,893 | -3,312 | 2,290 | 14,473 |
Polysilicon Business | ' | ' | ' | ' |
Financial information for the Company's business segments | ' | ' | ' | ' |
Revenue | 28,564 | 95,856 | 217,279 | 371,320 |
Gross profit | 20,032 | 35,095 | 95,119 | 148,412 |
Sapphire Business | ' | ' | ' | ' |
Financial information for the Company's business segments | ' | ' | ' | ' |
Revenue | 7,358 | 12,649 | 28,974 | 217,526 |
Gross profit | ($5,148) | $3,245 | ($7,401) | $84,677 |
Segment_and_Geographical_Infor3
Segment and Geographical Information (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 31, 2012 |
Revenues and long-lived assets information | ' | ' | ' | ' | ' |
Revenue | $40,291 | $110,061 | $266,397 | $631,203 | ' |
Long-lived assets | 219,438 | ' | 219,438 | ' | 216,517 |
Goodwill | 54,765 | ' | 54,765 | ' | 48,021 |
Intangibles | 98,918 | ' | 98,918 | ' | 90,516 |
China | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' |
Revenue | 8,969 | 14,038 | 39,652 | 267,001 | ' |
Long-lived assets | 664 | ' | 664 | ' | 1,382 |
Korea | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' |
Revenue | 17,796 | 83,001 | 54,343 | 216,431 | ' |
Other Asia | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' |
Revenue | 9,334 | 9,191 | 161,349 | 134,829 | ' |
Europe | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' |
Revenue | 848 | 397 | 1,767 | 1,604 | ' |
United States | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' |
Revenue | 3,298 | 2,285 | 9,158 | 7,623 | ' |
Long-lived assets | 158,202 | ' | 158,202 | ' | 150,738 |
Intangible assets and goodwill | 153,683 | ' | 153,683 | ' | 138,537 |
Other | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' |
Revenue | 46 | 1,149 | 128 | 3,715 | ' |
Luxembourg | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' |
Long-lived assets | 59,646 | ' | 59,646 | ' | 63,024 |
Goodwill | 1,711 | ' | 1,711 | ' | 1,711 |
Intangibles | 57,935 | ' | 57,935 | ' | 61,313 |
Taiwan | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' |
Long-lived assets | 84 | ' | 84 | ' | 121 |
Hong Kong | ' | ' | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' | ' | ' |
Long-lived assets | $842 | ' | $842 | ' | $1,252 |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | 0 Months Ended | 0 Months Ended | |||
Oct. 30, 2013 | Sep. 28, 2013 | Oct. 31, 2013 | Oct. 30, 2013 | Sep. 28, 2013 | |
Bank of America | Bank of America | Subsequent event | Subsequent event | Subsequent event | |
Credit Agreement | Credit Agreement | item | Bank of America | Bank of America | |
Credit Agreement | Credit Agreement | ||||
Subsequent event | ' | ' | ' | ' | ' |
Prepayment agreement amount | ' | ' | $578,000,000 | ' | ' |
Number of installments | ' | ' | 4 | ' | ' |
Period of prepayment agreement | ' | ' | '5 years | ' | ' |
Outstanding borrowings under the term loan component of the Credit Agreement paid | 96,000,000 | ' | ' | 96,000,000 | ' |
Debt balance outstanding | 0 | 96,000,000 | ' | 0 | 96,000,000 |
Stand-by letters of credit principal amount outstanding | $0 | ' | ' | $0 | ' |