Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 29, 2014 | 2-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'GT Advanced Technologies Inc. | ' |
Entity Central Index Key | '0001394954 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 29-Mar-14 | ' |
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 | ' | 136,392,073 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $406,599 | $498,213 |
Restricted cash | 6,690 | 1,330 |
Accounts receivable, net | 12,971 | 12,377 |
Inventories | 61,909 | 39,087 |
Deferred costs | 6,333 | 2,977 |
Vendor advances | 8,046 | 1,341 |
Deferred income taxes | 10,314 | 17,881 |
Refundable income taxes | 2,758 | 2,759 |
Prepaid expenses and other current assets | 11,699 | 7,003 |
Total current assets | 527,319 | 582,968 |
Restricted cash | 95,813 | 93,419 |
Property, plant and equipment, net | 425,757 | 209,760 |
Intangible assets, net | 92,967 | 95,943 |
Goodwill | 54,279 | 54,279 |
Other assets | 210,971 | 150,912 |
Total assets | 1,407,106 | 1,187,281 |
Current liabilities: | ' | ' |
Current portion of prepayment obligation | 16,800 | ' |
Accounts payable | 153,888 | 77,303 |
Accrued expenses | 64,608 | 39,115 |
Contingent consideration | 3,164 | 234 |
Customer deposits | 37,163 | 38,995 |
Deferred revenue | 25,560 | 19,724 |
Accrued income taxes | 1,625 | 301 |
Total current liabilities | 302,808 | 175,672 |
Prepayment obligation | 246,174 | 172,475 |
Convertible notes | 289,000 | 283,914 |
Deferred income taxes | 16,494 | 23,448 |
Customer deposits | 55,598 | 55,598 |
Deferred revenue | 150,077 | 99,672 |
Contingent consideration | 14,618 | 15,173 |
Other non-current liabilities | 2,088 | 808 |
Accrued income taxes | 28,425 | 28,116 |
Total liabilities | 1,105,282 | 854,876 |
Commitments and contingencies (Note 15) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, 10,000 shares authorized, none issued and outstanding | ' | ' |
Common stock, $0.01 par value; 500,000 shares authorized, 136,231 and 134,463 shares issued and outstanding as of March 29, 2014 and December 31, 2013, respectively | 1,362 | 1,345 |
Additional paid-in capital | 367,181 | 355,916 |
Accumulated other comprehensive income | 793 | 1,259 |
Accumulated deficit | -67,512 | -26,115 |
Total stockholders' equity | 301,824 | 332,405 |
Total liabilities and stockholders' equity | $1,407,106 | $1,187,281 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
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 | 136,231 | 134,463 |
Common stock, shares outstanding | 136,231 | 134,463 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Condensed Consolidated Statements of Operations | ' | ' |
Revenue | $22,510 | $57,776 |
Cost of revenue | 21,152 | 44,161 |
Gross profit | 1,358 | 13,615 |
Operating expenses: | ' | ' |
Research and development | 24,572 | 16,441 |
Selling and marketing | 4,684 | 3,286 |
General and administrative | 19,490 | 14,563 |
Contingent consideration expense | 2,375 | 336 |
Restructuring charges | ' | 2,858 |
Amortization of intangible assets | 2,976 | 2,455 |
Production start-up | 1,899 | ' |
Total operating expenses | 55,996 | 39,939 |
Loss from operations | -54,638 | -26,324 |
Other income (expense): | ' | ' |
Interest income | 96 | 94 |
Interest expense | -12,549 | -7,480 |
Other, net | 508 | 190 |
Loss before income taxes | -66,583 | -33,520 |
Benefit from income taxes | -25,186 | -14,839 |
Net loss | ($41,397) | ($18,681) |
Net loss per share: | ' | ' |
Basic and diluted (in dollars per share) | ($0.31) | ($0.16) |
Weighted-average number of shares used in per share calculations: | ' | ' |
Basic and diluted (in shares) | 135,432 | 119,348 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive (Loss) Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Condensed Consolidated Statements of Comprehensive (Loss) Income | ' | ' |
Net loss | ($41,397) | ($18,681) |
Other comprehensive income (loss), net of tax: | ' | ' |
Change in fair value of cash flow hedging instruments, net of tax effect of $3 and $6, respectively | 3 | -29 |
Foreign currency translation adjustments | -469 | 30 |
Other comprehensive (loss) income | -466 | 1 |
Comprehensive loss | ($41,863) | ($18,680) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Condensed Consolidated Statements of Comprehensive (Loss) Income | ' | ' |
Change in fair value of cash flow hedging instruments, tax effect | $3 | $6 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($41,397) | ($18,681) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Amortization expense | 2,976 | 2,455 |
Depreciation expense | 4,149 | 4,086 |
Prepayment obligation and convertible notes discount amortization | 9,505 | 2,604 |
Contingent consideration expense | 2,375 | 336 |
Loss on asset disposals | 116 | 181 |
Deferred income tax benefit | -27,724 | -16,506 |
Excess and obsolete inventory | 1,882 | 477 |
Share-based compensation expense | 5,711 | 4,423 |
Excess tax benefits from share-based awards | -4,534 | -3 |
Amortization of deferred financing costs | 345 | 1,609 |
Other adjustments, net | 1,202 | 185 |
Changes in operating assets and liabilities (excluding impact of acquired assets and assumed liabilities): | ' | ' |
Restricted cash | 193 | ' |
Accounts receivable | -635 | 3,422 |
Inventories | -24,741 | -20,815 |
Deferred costs | -5,054 | -17,617 |
Vendor advances | -5,109 | 24,469 |
Prepaid expenses and other assets | 1,754 | -1,643 |
Accounts payable and accrued expenses | 25,482 | 4,806 |
Customer deposits | -1,830 | -38,235 |
Deferred revenue | 31 | 24,236 |
Income taxes | 1,791 | -14,088 |
Other, net | 36 | 335 |
Net cash used in operating activities | -53,476 | -53,964 |
Cash flows from investing activities: | ' | ' |
Purchases and deposits on property, plant and equipment | -152,296 | -1,585 |
Restricted cash | 108,632 | ' |
Net cash used in investing activities | -43,664 | -1,585 |
Cash flows from financing activities: | ' | ' |
Principal payments under credit facility | ' | -40,000 |
Proceeds and related excess tax benefits from exercise of share-based awards | 9,761 | 46 |
Payments related to share repurchases to satisfy statutory minimum tax withholdings | -3,413 | -121 |
Deferred financing costs | -255 | -2,266 |
Other financing activities | -114 | -2 |
Net cash provided by (used in) financing activities | 5,979 | -42,343 |
Effect of foreign exchange rates on cash | -453 | 23 |
Decrease in cash and cash equivalents | -91,614 | -97,869 |
Cash and cash equivalents at beginning of period | 498,213 | 418,095 |
Cash and cash equivalents at end of period | 406,599 | 320,226 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | ' | 1,449 |
Non-cash investing and financing activities: | ' | ' |
Increase (decrease) in accounts payable and accrued expenses for property, plant and equipment | 70,836 | -577 |
Unpaid deferred financing fees | 127 | ' |
Restricted cash received from Apple | 111,000 | ' |
Fair value of Prepayment Obligation | $86,079 | ' |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 29, 2014 | |
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 months ended March 29, 2014 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 Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended December 31, 2013, filed with the SEC on March 10, 2014. | |
The condensed consolidated balance sheet as of December 31, 2013 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. | |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
Mar. 29, 2014 | |
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 Annual Report for the fiscal year ended December 31, 2013. | |
Production start-up | |
Production start-up expenses consist of manufacturing salaries and personnel-related costs and the cost of operating a production line before it has been qualified for production, which occurs when minimum expected output levels are achieved. Such costs include the cost of raw materials run through the production line during the qualification phase incurred to enhance the production efficiency. Costs incurred related to the production of saleable product are included in cost of revenue. During the three months ended March 29, 2014, the Company incurred production start-up expenses related to its facility in Mesa, Arizona. The Company expects to incur production start-up expenses related to the Arizona facility in the near term. Within production start-up expenses, the Company recorded $1,899 related to materials, labor and overhead costs incurred in the qualification process of the sapphire production line for the three months ended March 29, 2014. | |
Recent Accounting Pronouncements | |
There are no recent accounting pronouncements the adoption of which would have a material effect on the Company’s consolidated financial statements in the current period or expected to have an impact on future periods. | |
Significant_Agreements
Significant Agreements | 3 Months Ended |
Mar. 29, 2014 | |
Significant Agreements | ' |
Significant Agreements | ' |
3. Significant Agreements | |
On October 31, 2013, the Company and Apple Inc. (“Apple”) entered into the Master Development and Supply Agreement (“MDSA”), pursuant to which the Company will supply sapphire material to Apple. The Company has granted Apple certain intellectual property rights in connection with its sapphire growth technologies and the right to purchase a license for certain other intellectual property of the Company. Pursuant to the terms of the MDSA, the Company granted exclusive rights to Apple under which it agreed to not sell sapphire material or related sapphire growth equipment or technology for use in certain applications. Such exclusivity rights are considered to be a deliverable in the arrangement (as described below). While the MDSA specifies the Company’s minimum and maximum supply commitments, Apple has no minimum purchase requirements under the terms of the MDSA. | |
On October 31, 2013, the Company also entered into a Prepayment Agreement with Apple pursuant to which the Company’s wholly-owned subsidiary, GTAT Corp., has the right to receive $578,000 (the “Prepayment Amount”), in four separate installments. The Prepayment Amount is to be used exclusively to purchase components necessary for the manufacture of ASF systems and related equipment principally for use at the Arizona facility leased from Apple. The ASF systems and related equipment will be used exclusively to supply sapphire material to Apple, subject to certain exceptions under which such sapphire can be provided to other parties. The Company is required to repay the Prepayment Amount ratably (on a quarterly basis) over a five year period beginning in January 2015, either as a credit against amounts due from Apple purchases of sapphire goods under the MDSA or as a direct cash payment. The Prepayment Amount is non-interest bearing. The Company’s obligation to repay the Prepayment Amount may be accelerated under certain circumstances, including if the Company does not meet certain financial metrics or meet certain technical and performance covenants. The Company’s obligations under the Prepayment Agreement are secured by (i) the assets held by GT Equipment Holdings LLC (see below) (a wholly-owned subsidiary of the Company and the legal owner of the ASF systems and related equipment used in the Arizona facility) and (ii) a pledge of all of the equity interests of GT Equipment Holdings LLC. Due to the debt-like characteristics of the Prepayment Amount, the Company determined the installments of the Prepayment Amount that it receives should be recorded as debt at fair value on the date each installment is received. The difference between the fair value of the debt and the Prepayment Amount proceeds received (“debt discount”) is consideration under the MDSA and accounted for as deferred revenue. The debt discount is being amortized to interest expense over a 6-year period ending December 2019, and interest expense of $4,419 was recognized in the three months ended March 29, 2014. The first two installments of $225,000 and $111,000 were received on November 15, 2013, and January 23, 2014, respectively. As of March 29, 2014, $262,974 is reflected within Prepayment Obligation and $79,054 is recorded as deferred revenue. The third installment of the Prepayment Amount was received in April 2014. | |
On October 31, 2013, GTAT Corp. also entered into a lease agreement (the “Arizona Lease”) with an affiliate of Apple in order to lease a facility in Mesa, Arizona that GTAT Corp. will use for the purpose of manufacturing the sapphire material under the MDSA. The annual rent payable by GTAT Corp. is below market and, in accordance with the Arizona Lease, the facility is being leased to GTAT Corp. in phases. The Arizona Lease represents an operating lease with below market rental rates and therefore the Company has recorded a deferred rent asset (favorable lease asset) at fair value at the lease commencement date, with the offset recorded to deferred revenue. As of March 29, 2014, the lease term had commenced for approximately 51% of the facility and the Company has recorded a deferred rent asset of $33,808 that will be recognized as rent expense over the seven-year term of the Arizona Lease on a ratable basis. Rent expense of $681 was recognized in the three months ended March 29, 2014. | |
The Company has determined the deliverables under the foregoing agreements with Apple should be accounted for under the multiple element arrangement guidance. The Company has identified three deliverables in the arrangement, namely, the supply deliverable (supply of sapphire material pursuant to the MDSA), the exclusivity deliverable (which represents the exclusivity rights granted to Apple), and the equipment lease deliverable (as described in the following sentence). The Company concluded that since it is remote that any entity other than Apple will take more than a minor amount of sapphire material output from the ASF systems and related equipment in the Arizona facility, and the price Apple will pay for the sapphire material output at the time of delivery is neither fixed per unit of output nor equal to the current market price per unit of output, the arrangement represents a lease of the equipment at the Arizona facility to Apple. The Company has estimated the selling price of each deliverable using its best estimate of the selling price (“ESP”). At March 29, 2014, the Company has allocated the deferred revenue from the Prepayment Amount and deferred rent asset of $112,862 to the three deliverables based on their relative selling prices. The arrangement consideration allocated to the supply deliverable will be recognized as revenue in proportion to the actual number of units of the sapphire material delivered compared to the total number of units of the sapphire material expected to be delivered over the term of the MDSA. The arrangement consideration allocated to the exclusivity provision will be recognized on a straight-line basis over the exclusivity period and the arrangement consideration allocated to the equipment lease deliverable will be recognized over the term of the MDSA. | |
In connection with the agreements entered into with Apple, the Company also established a wholly-owned subsidiary, GT Advanced Equipment Holding LLC (the “LLC”). This entity is the legal owner of the ASF systems and related equipment that is being purchased with the Prepayment Amount and, as noted above, the assets of the LLC and the equity interests in the LLC secure the Company’s obligations under the MDSA and the Prepayment Agreement. Upon the receipt of a prepayment installment, GTAT Corp. is required to loan the funds to the LLC for the purpose of purchasing components necessary for the manufacture of ASF systems and related equipment. The LLC will then lease the equipment back to GTAT Corp. for operating purposes. The payment obligation related to the loan of funds from GTAT Corp. to the LLC will be setoff against the payment obligation for the lease of equipment from the LLC to GTAT Corp. | |
At March 29, 2014, the LLC has legal title to assets totaling $336,000, comprised of restricted cash, vendor advances for the purchase of equipment and machinery and equipment related to funds loaned from GTAT Corp. The restricted cash included in the LLC’s total assets represents cash deposits received from Apple in relation to the Prepayment Agreement described above but not yet used to purchase components necessary for the manufacture of ASF systems and related equipment. | |
Acquisitions
Acquisitions | 3 Months Ended | ||||||
Mar. 29, 2014 | |||||||
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. This acquisition was achieved by the Company acquiring an entity to which certain assets and trade payables of Thermal Technology had been transferred immediately prior to the acquisition. The purchase consideration consisted of 3.4 million shares of the Company’s common stock valued at an aggregate of $14,463 (as of the date of acquisition) and potential contingent consideration of $35,000 based upon meeting certain financial metrics. The final purchase price is subject to a net working capital adjustment, dependent upon the level of working capital at the acquisition date, that has not yet been finalized. The fair value of the contingent consideration was $6,211 at the date of acquisition. | |||||||
The transaction has been accounted for as a business combination and the results are included in the Company’s results of operations from May 16, 2013, the date of acquisition. The acquired business contributed revenues of $6,796 and a net loss of $5,387 to the consolidated results of the Company for the period from acquisition through December 31, 2013. The results of the acquired business are included in the Company’s sapphire business reporting segment. | |||||||
As of March 29, 2014, 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 $6,258 of goodwill, which is primarily due to the expected future cash flows from the operations of the Company with new production equipment options and the assembled workforce. The goodwill created by the transaction is nondeductible for tax purposes. A summary of the preliminary purchase price allocation for the acquisition of the Thermal Technology business is as follows: | |||||||
Fair value of consideration transferred: | |||||||
Common stock | $ | 14,463 | |||||
Contingent consideration obligations | 6,211 | ||||||
Preliminary estimate of net working capital adjustment | (735 | ) | |||||
Total fair value of consideration | $ | 19,939 | |||||
Fair value of assets acquired and liabilities assumed: | |||||||
Accounts receivable | $ | 1,008 | |||||
Inventory | 7,861 | ||||||
Property, plant and equipment | 1,700 | ||||||
Deferred tax asset | 411 | ||||||
Other assets | 439 | ||||||
Intangible assets | 14,500 | ||||||
Goodwill | 6,258 | ||||||
Accounts payable and accrued expenses | (7,057 | ) | |||||
Customer deposits | (2,509 | ) | |||||
Deferred tax liability | (2,663 | ) | |||||
Other current liabilities | (9 | ) | |||||
Total net assets acquired | $ | 19,939 | |||||
The purchase consideration includes contingent consideration payable by the Company upon the attainment of certain financial targets annually through the period ending December 31, 2018. Specifically, the contingent consideration is based upon a portion of revenue achieved through 2018, subject to certain thresholds and a cap on total payments. Contingent consideration was payable at December 31, 2013, but due to the fact that the minimum revenue threshold was not satisfied at such date, no contingent consideration payment was made. 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 months ended March 29, 2014, the Company recorded contingent consideration expense of $1,867, related to an increase in the fair value of the liability from the acquisition date. | |||||||
The $14,500 of acquired intangible assets is comprised of technology of $11,300 and customer relationships of $3,200, with weighted average amortization periods of 8.2 years and 7 years, respectively. | |||||||
The Company incurred transaction costs of $1,188, which consisted primarily of advisory services and due diligence. These costs were recorded as general and administrative expense for the fiscal year ended December 31, 2013. The acquisition of Thermal Technology’s business did not have a material effect on the Company’s results of operations. Pro forma results of operations have not been presented due to the immaterial impact the amounts would have had on the Company’s historical results of operations. | |||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
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 three month period ended March 29, 2014. | |||||||||||||||||
The following table provides the assets and liabilities measured and reported at fair value on a recurring basis at March 29, 2014 and December 31, 2013: | |||||||||||||||||
March 29, 2014 | |||||||||||||||||
Total | Fair Value Measurements Using | ||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds | $ | 418,328 | $ | 418,328 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | $ | 17,782 | $ | — | $ | — | $ | 17,782 | |||||||||
December 31, 2013 | |||||||||||||||||
Total | Fair Value Measurements Using | ||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds | $ | 462,908 | $ | 462,908 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | $ | 15,407 | $ | — | $ | — | $ | 15,407 | |||||||||
The Company’s money market mutual funds are valued using readily available market prices. Restricted cash of $95,712 was invested in money market mutual funds at March 29, 2014. | |||||||||||||||||
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 March 29, 2014, related to the contingent consideration from the acquisition of certain assets of Twin Creeks used in the model include: discount rate of 28% for purposes of discounting the low and base case scenarios associated with achievement of the financial based earn-out. The probabilities assigned to these scenarios were 25% and 75% for the low and base case scenarios, respectively. An increase or decrease in the probability of achievement of any scenario could result in a significant increase or decrease to the estimated fair value of the contingent consideration liability. | |||||||||||||||||
The key assumptions, as of March 29, 2014, related to the contingent consideration from the acquisition of substantially all of the business of Thermal Technology used in the model include: discount rate of 20% for purposes of discounting two alternative scenarios associated with achievement of the financial based earn-out. The probabilities assigned to these scenarios was 50% each. An increase or decrease in the probability of achievement of the projected financial targets could result in a significant increase or decrease to the estimated fair value of the contingent consideration liability. | |||||||||||||||||
The Company recorded contingent consideration expense in the condensed consolidated statements of operations of $2,375 for the three months ended March 29, 2014 and $336 for the three months ended March 30, 2013, and, in each period, the entire amount 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 months ended March 29, 2014 and three months ended March 30, 2013 were as follows: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 29, 2014 | March 30, 2013 | ||||||||||||||||
Fair value as of the beginning of the period | $ | 15,407 | $ | 10,315 | |||||||||||||
Changes in the fair value of contingent consideration obligations | 2,375 | 336 | |||||||||||||||
Fair value at the end of the period | $ | 17,782 | $ | 10,651 | |||||||||||||
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 March 29, 2014 or December 31, 2013. | |||||||||||||||||
The following table provides the carrying and fair values of the Company’s prepayment obligations and convertible notes as of March 29, 2014 and December 31, 2013: | |||||||||||||||||
Total Carrying | Fair Value Measurements Using | ||||||||||||||||
Description | Value | (Level 1) | (Level 2) | (Level 3) | Fair Value | ||||||||||||
3.00% Senior Convertible Notes due 2017 | |||||||||||||||||
March 29, 2014 | $ | 171,027 | $ | — | $ | 501,710 | $ | — | $ | 501,710 | |||||||
December 31, 2013 | $ | 168,153 | $ | — | $ | 300,168 | $ | — | $ | 300,168 | |||||||
3.00% Senior Convertible Notes due 2020 | |||||||||||||||||
March 29, 2014 | $ | 117,973 | $ | — | $ | 345,482 | $ | — | $ | 345,482 | |||||||
December 31, 2013 | $ | 115,761 | $ | — | $ | 217,745 | $ | — | $ | 217,745 | |||||||
Prepayment Obligation | |||||||||||||||||
March 29, 2014 | $ | 262,974 | $ | — | $ | 263,002 | $ | — | $ | 263,002 | |||||||
December 31, 2013 | $ | 172,475 | $ | — | $ | 172,482 | $ | — | $ | 172,482 | |||||||
The fair values of the 3.00% Senior Convertible Notes due 2017 and 3.00% Senior Convertible Notes due 2020 were calculated using a market approach. The inputs used in the calculation included assumptions at the valuation date of stock price, conversion price, risk-free rate, expected annual dividend yield, expected volatility, bond yield and recovery rate. | |||||||||||||||||
The fair value of the prepayment obligation was calculated using a market approach. The inputs used in the calculation were based on comparable long term debt instruments in the market with similar characteristics and terms at the valuation date. | |||||||||||||||||
During the three months ended March 29, 2014, certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). 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 | Unobservable | Range, Median | ||||||||||||||
Technique(s) | Input | or Average | |||||||||||||||
Arizona deferred rent benefit | $ | 31,310 | Market Approach | Discount rate | Range | ||||||||||||
The fair value of the Arizona below market operating lease benefit at the lease commencement date was calculated using a market approach. The inputs used in the calculation were based on comparable lease signings and market rents in the surrounding area. The discount rate used, in the opinion of management, best reflects the current market interest rate of a comparable lease arrangement with similar characteristics and terms. | |||||||||||||||||
Significant increases or decreases in any of the significant unobservable inputs used could result in significantly higher or lower fair value measurements. | |||||||||||||||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||||
6. Goodwill and Other Intangible Assets | ||||||||||||||||||||||
There were no changes to the carrying value of goodwill in the three months ended March 29, 2014. | ||||||||||||||||||||||
Acquired intangible assets subject to amortization at March 29, 2014 and December 31, 2013 consisted of the following: | ||||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Average | March 29, 2014 | December 31, 2013 | ||||||||||||||||||||
Amortization | Gross | Accumulated | Gross | Accumulated | ||||||||||||||||||
Period | Amount | Amortization | Net | Amount | Amortization | Net | ||||||||||||||||
Finite-lived intangible assets | ||||||||||||||||||||||
Photovoltaic: | ||||||||||||||||||||||
Technology | 9.5 years | $ | 74,200 | $ | 23,410 | $ | 50,790 | $ | 74,200 | $ | 21,694 | $ | 52,506 | |||||||||
Trade names / Trademarks | 8.6 years | 7,100 | 3,623 | 3,477 | 7,100 | 3,506 | 3,594 | |||||||||||||||
Subtotal: | 81,300 | 27,033 | 54,267 | 81,300 | 25,200 | 56,100 | ||||||||||||||||
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 | 2,901 | 4,399 | 7,300 | 2,616 | 4,684 | |||||||||||||||
Technology | 9.3 years | 28,600 | 7,538 | 21,062 | 28,600 | 6,760 | 21,840 | |||||||||||||||
Order backlog | 1.2 years | 500 | 500 | — | 500 | 500 | — | |||||||||||||||
Trade names | 8.0 years | 1,100 | 504 | 596 | 1,100 | 470 | 630 | |||||||||||||||
Non-compete agreements | 5.8 years | 1,000 | 657 | 343 | 1,000 | 611 | 389 | |||||||||||||||
Subtotal: | 38,500 | 12,100 | 26,400 | 38,500 | 10,957 | 27,543 | ||||||||||||||||
Total finite-lived intangible assets | 121,300 | 40,633 | 80,667 | 121,300 | 37,657 | 83,643 | ||||||||||||||||
Indefinite-lived intangible assets | ||||||||||||||||||||||
In-process research and development | 12,300 | — | 12,300 | 12,300 | — | 12,300 | ||||||||||||||||
Total intangible assets | $ | 133,600 | $ | 40,633 | $ | 92,967 | $ | 133,600 | $ | 37,657 | $ | 95,943 | ||||||||||
The weighted average remaining amortization periods for the (i) photovoltaic, (ii) polysilicon and (iii) sapphire intangibles were 6.64 years, 0 years and 5.95 years, respectively, as of March 29, 2014. As of March 29, 2014, the estimated future amortization expense for the Company’s intangible assets is as follows: | ||||||||||||||||||||||
Year Ending December 31, | Amortization | |||||||||||||||||||||
Expense | ||||||||||||||||||||||
2014 (remaining nine months) | $ | 8,905 | ||||||||||||||||||||
2015 | 11,852 | |||||||||||||||||||||
2016 | 11,519 | |||||||||||||||||||||
2017 | 11,052 | |||||||||||||||||||||
2018 | 10,990 | |||||||||||||||||||||
2019 | 10,902 | |||||||||||||||||||||
Thereafter | 15,447 |
Customer_Concentrations
Customer Concentrations | 3 Months Ended | |||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||
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 | As of | |||||||||||||||||||||
29-Mar-14 | 30-Mar-13 | 29-Mar-14 | 31-Dec-13 | |||||||||||||||||||
% of | % of | Accounts | % of | Accounts | % of | |||||||||||||||||
Revenue | Total | Revenue | Total | Receivable | Total | Receivable | Total | |||||||||||||||
Photovoltaic Customers | ||||||||||||||||||||||
Customer #1 | $ | 3,801 | 17 | % | * | * | $ | 3,326 | 26 | % | $ | 5,543 | 45 | % | ||||||||
Customer #2 | 3,589 | 16 | % | * | * | 3,910 | 30 | % | * | * | ||||||||||||
Customer #3 | 2,297 | 10 | % | * | * | * | * | * | * | |||||||||||||
Polysilicon Customers | ||||||||||||||||||||||
Customer #4 | 2,508 | 11 | % | $ | 34,915 | 60 | % | * | * | * | * | |||||||||||
Customer #5 | * | * | * | * | 1,947 | 15 | % | * | * | |||||||||||||
Sapphire Customers | ||||||||||||||||||||||
Customer #6 | * | * | 10,462 | 18 | % | * | * | * | * | |||||||||||||
* Amounts from these customers were less than 10% of the total as of, or for, the respective period. | ||||||||||||||||||||||
The Company requires most of its equipment customers to either post letters of credit and/or make advance payments of a portion of the selling price prior to delivery. Approximately $10,426 (or 80%) and $8,391 (or 68%) of total accounts receivable as of March 29, 2014 and December 31, 2013, respectively, were secured by letters of credit. | ||||||||||||||||||||||
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Inventories | ' | |||||||
Inventories | ' | |||||||
8. Inventories | ||||||||
Inventories consisted of the following as of the dates indicated: | ||||||||
March 29, 2014 | December 31, 2013 | |||||||
Raw materials | $ | 43,428 | $ | 29,704 | ||||
Work-in-process | 16,515 | 6,941 | ||||||
Finished goods | 1,966 | 2,442 | ||||||
$ | 61,909 | $ | 39,087 | |||||
The increase in the Company’s raw materials and work-in-process inventories is attributable to the Company’s sapphire materials business in Arizona. | ||||||||
Other_Assets
Other Assets | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Other Assets | ' | |||||||
Other Assets | ' | |||||||
9. Other Assets | ||||||||
Other assets consisted of the following at the dates indicated: | ||||||||
March 29, 2014 | December 31, 2013 | |||||||
Inventory | $ | 50,011 | $ | 50,010 | ||||
Vendor advances | 40,146 | 37,702 | ||||||
Deferred financing fees | 7,713 | 8,058 | ||||||
Deferred income taxes | 51,448 | 18,872 | ||||||
Deferred costs | 28,227 | 26,528 | ||||||
Deferred rent asset | 28,158 | 2,048 | ||||||
Other | 5,268 | 7,694 | ||||||
$ | 210,971 | $ | 150,912 |
Warranty
Warranty | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Warranty | ' | |||||||
Warranty | ' | |||||||
10. Warranty | ||||||||
The following table presents warranty activities for the periods indicated: | ||||||||
Three Months Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Product warranty liability, beginning of the period | $ | 11,689 | $ | 10,711 | ||||
Accruals for warranties issued | 621 | 2,574 | ||||||
Settlements made during the period | (1,505 | ) | (2,134 | ) | ||||
Product warranty liability, end of period | $ | 10,805 | $ | 11,151 |
Property_Plant_and_Equipment
Property, Plant and Equipment | 3 Months Ended | |||||||||
Mar. 29, 2014 | ||||||||||
Property, Plant and Equipment | ' | |||||||||
Property, Plant and Equipment | ' | |||||||||
11. Property, Plant and Equipment | ||||||||||
Property, plant and equipment, net consisted of the following at the dates indicated: | ||||||||||
Estimated Useful Life | March 29, 2014 | December 31, 2013 | ||||||||
Leasehold improvements | Lesser of useful life or initial lease term | $ | 24,078 | $ | 22,693 | |||||
Land | — | 1,074 | 1,074 | |||||||
Land improvements | 15 years | 326 | 326 | |||||||
Building | 40 years | 17,606 | 17,606 | |||||||
Machinery and equipment | 3 to 7 years | 84,002 | 53,153 | |||||||
Computer equipment and software | 3 to 5 years | 12,795 | 11,451 | |||||||
Furniture and fixtures | 5 to 7 years | 2,713 | 2,749 | |||||||
Construction in process | — | 332,449 | 146,092 | |||||||
475,043 | 255,144 | |||||||||
Less accumulated depreciation | (49,286 | ) | (45,384 | ) | ||||||
$ | 425,757 | $ | 209,760 | |||||||
Depreciation expense for the three month periods ended March 29, 2014 and March 30, 2013 was $4,149 and $4,086 respectively. | ||||||||||
As of March 29, 2014, the Company has capitalized $31,374 and $331,175 within machinery and equipment and construction in process, respectively. These assets in the Arizona facility are expected to be used exclusively to supply sapphire material to Apple. | ||||||||||
Software costs incurred as part of an enterprise resource systems project of $1,596 were capitalized during the three-month period ended March 29, 2014. | ||||||||||
The capitalized interest expense was $544 and $0 for each of the three month periods ended March 29, 2014 and March 30, 2013, respectively. | ||||||||||
Restructuring_Charges_and_Asse
Restructuring Charges and Asset Impairments | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Restructuring Charges and Asset Impairments | ' | ||||||||||
Restructuring Charges and Asset Impairments | ' | ||||||||||
12. Restructuring Charges and Asset Impairments | |||||||||||
Hazelwood Facility Idling | |||||||||||
On January 10, 2013, the Company announced its plan to idle operations at its Hazelwood, Missouri facility (“Hazelwood facility”), which is included in the PV segment. The idling of the Hazelwood facility was 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. Since the announcement of the plan, the Company has recorded $40,309 of restructuring charges and asset impairments related to the Hazelwood facility and there are no additional charges planned related to this action. During the three months ended March 29, 2014, the Company recorded no additional charges related to the Hazelwood facility’s lease exit costs and no other contract termination costs related to this facility. The Company has determined the long- lived asset group of the Hazelwood facility, which has a carrying value of $1,391, does not meet the held-for-sale criteria at March 29, 2014. At December 31, 2013, the Company’s estimate of fair value of the long-lived asset group was primarily based on the amount expected to be recovered upon liquidation. | |||||||||||
The Company reports expense for its restructuring charges and asset impairments separately in the 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 March 29, 2014 are as follows: | |||||||||||
Employee Related Benefits | Lease Exit and | Total | |||||||||
Contract | |||||||||||
Termination Costs | |||||||||||
Balance as of December 31, 2013 | $ | 114 | $ | 1,463 | $ | 1,577 | |||||
Cash Payments | (32 | ) | (124 | ) | (156 | ) | |||||
Balance as of March 29, 2014 | $ | 82 | $ | 1,339 | $ | 1,421 |
Income_Taxes
Income Taxes | 3 Months Ended | ||||
Mar. 29, 2014 | |||||
Income Taxes | ' | ||||
Income Taxes | ' | ||||
13. Income Taxes | |||||
The Company accounts for income taxes at each interim period 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 pre-tax 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 was 37.8% (benefit) for the three month period ended March 29, 2014 and 44.3% (benefit) for the three month period ended March 30, 2013. The effective tax rate for the three months ended March 29, 2014, was impacted by the expiration of the research and development tax credit, an unfavorable permanent adjustment related to executive compensation limitations under Section 162(m) of the Internal Revenue Code which is non-deductible for tax purposes and the jurisdictional mix of income/loss. The Company reviews its expected annual effective income tax rates and makes changes on a quarterly basis as necessary based on certain factors such as changes in forecasted annual operating income by jurisdiction; changes to actual or forecasted permanent book to tax differences; impacts from future tax settlements with state, federal or foreign tax authorities; and impacts from tax law changes. Due to the volatility of these factors, the Company’s consolidated effective income tax rate can change significantly on a quarterly basis. | |||||
A reconciliation of the change in unrecognized tax benefits for the three months ended March 29, 2014 is as follows: | |||||
Unrecognized tax benefits at December 31, 2013 | $ | 25,613 | |||
Increases related to current year tax positions | 1,190 | ||||
Decreases related to prior year tax positions | (16 | ) | |||
Unrecognized tax benefits at March 29, 2014 | $ | 26,787 | |||
The Company also recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. During the three month period ending March 29, 2014, the Company recorded income tax expense of $347 related to interest of 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’s U.S. tax returns are currently in appeals for fiscal years ended March 28, 2009 and April 3, 2010, and the Company plans to vigorously defend all tax positions taken. The Company is also under examination by the New Hampshire Department of Revenue for its fiscal years ended April 3, 2010, April 2, 2011 and March 31, 2012. The statute of limitations is open for the remainder of the states and all foreign jurisdictions. As of March 29, 2014, the Company has classified approximately $1,157 of unrecognized tax benefits as current. These unrecognized tax benefits relate to positions under examination by the New Hampshire Department of Revenue for the 2010, 2011, and 2012 fiscal tax years. During the three months ended March 29, 2014 and March 30, 2013, the Company paid $676 and $15,581 for estimated taxes, respectively. | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 29, 2014 | |
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 $421,321 and $473,640 as of March 29, 2014 and December 31, 2013, respectively. The majority of these commitments as of March 29, 2014 are due within the next twelve months. | |
The Company may terminate purchase commitments for DSS inventory components in fiscal 2014 and beyond. As of March 29, 2014, $600 has been accrued as certain purchase orders were canceled as of March 29, 2014. The gross amount outstanding under these purchase orders was $6,771 as of March 29, 2014, and the Company will negotiate with the vendors to determine the amount payable upon termination of these purchase orders as applicable. | |
Supply Commitments | |
In connection with the agreements made with Apple Inc., the Company is required to maintain levels of supply of sapphire material in accordance with the MDSA. | |
Pledged Collateral | |
In connection with the acquisition of Confluence Solar, the Company has acquired certain assets which are pledged as collateral against customer deposits of $2,000 as of March 29, 2014. | |
The Company has pledged (i) all of the equity interests of GT Equipment Holdings LLC and (ii) all of the assets held by GT Equipment Holdings LLC to secure its obligations under the Prepayment Agreement and the MDSA. | |
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. | |
Customer Indemnifications | |
In the normal course of business, the Company indemnifies, under pre- determined conditions and limitations, its customers for infringement of third-party intellectual property rights by the Company’s products or services. The Company seeks to limit its liability for such indemnity to an amount not to exceed the sales price of the products or services subject to its indemnification obligations, but not all agreements contain such limitations on liability. The Company does not believe, based on information available, that it is probable that any material amounts will be paid under these indemnification provisions. | |
Prepayment_Obligation_and_Conv
Prepayment Obligation and Convertible Notes | 3 Months Ended | ||||
Mar. 29, 2014 | |||||
Prepayment Obligation and Convertible Notes | ' | ||||
Prepayment Obligation and Convertible Notes | ' | ||||
15. Prepayment Obligation and Convertible Notes | |||||
Prepayment Agreement with Apple Inc. | |||||
On October 31, 2013, the Company entered into a Prepayment Agreement with Apple pursuant to which our wholly-owned subsidiary, GTAT Corp., is eligible to receive approximately $578,000 (the “Prepayment Amount”), in four separate installments. The Prepayment Amount is to be used exclusively to purchase components necessary for the manufacture of ASF systems and related equipment for use primarily at the Company’s Arizona facility. The Company leases this facility from an affiliate of Apple for a nominal rental fee. The ASF systems and related equipment will be used exclusively to supply sapphire material to Apple, subject to certain exceptions under which such sapphire can be provided to other parties. The Company is required to repay the Prepayment Amount ratably (on a quarterly basis) over a five year period beginning in January 2015, either as a credit against Apple purchases of sapphire goods under the MDSA or as a direct cash payment. The Prepayment Amount is non-interest bearing. The Company’s obligation to repay the Prepayment Amount may be accelerated under certain circumstances, including if the Company does not meet certain financial metrics or meet certain technical and performance covenants. The Company’s obligations under the Prepayment Agreement are secured by (i) the assets held by GT Equipment Holdings LLC (a wholly-owned subsidiary of the Company and the legal owner of the ASF systems and related equipment used in the Arizona facility) and (ii) a pledge of all of the equity interests of GT Equipment Holdings LLC. While the MDSA specifies the Company’s minimum and maximum supply commitments, Apple has no minimum purchase requirements under the terms of the MDSA. The Company determined the installments of the Prepayment Amount that it receives should be recorded as debt at fair value on the date of receipt of each installment. The difference between the fair value of the debt and the Prepayment Amount proceeds received (“debt discount”) is consideration under the MDSA and accounted for as deferred revenue. The debt discount is being amortized to interest expense over a 6-year period ending December 2019 with an effective interest rate of 7.49%, and interest expense of $4,419 was recognized in the three months ended March 29, 2014. The initial installment of $225,000 and second installment of $111,000 were received on November 15, 2013, and January 23, 2014, respectively. As of March 29, 2014 $262,974 is reflected as Prepayment Obligation and $79,054 is recorded as deferred revenue. | |||||
3.00% Convertible Senior Notes due 2017 | |||||
On September 28, 2012, the Company issued $220,000 aggregate principal amount of 3.00% Convertible Senior Notes due 2017 (the “2017 Notes”). The net proceeds from the issuance of the 2017 Notes were approximately $212,592, after deducting fees paid to the initial purchasers and other offering costs. The 2017 Notes are senior unsecured obligations of the Company, which pay interest in cash semi-annually (on April 1 and October 1 of each year) at a rate of 3.00% per annum beginning on April 1, 2013. The 2017 Notes are governed by an Indenture dated September 28, 2012 with U.S. Bank National Association, as trustee (the “Indenture”). The 2017 Notes are not redeemable by the Company. | |||||
The 2017 Notes will mature on October 1, 2017, unless earlier repurchased or converted in accordance with their terms prior to such date. The 2017 Notes may be converted, under the conditions specified below, based on an initial conversion rate of 129.7185 shares of common stock per $1,000 principal amount of 2017 Notes (which represents an initial effective conversion price of the Notes of $7.71 per share), subject to adjustment as described in the Indenture. | |||||
The 2017 Notes may be converted by the holder, in multiples of $1,000 principal amount, only under the following circumstances: | |||||
· prior to April 1, 2017, during any calendar quarter commencing after the calendar quarter ending on December 31, 2012 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; | |||||
· prior to April 1, 2017, during the five business day period after any five consecutive trading day period in which the trading price (as defined in the Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; | |||||
· prior to April 1, 2017, upon specified corporate events; | |||||
· on or after April 1, 2017 until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. | |||||
Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of its common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as described in the Indenture), calculated on a proportionate basis for each trading day in a 40 consecutive trading-day conversion period (as described in the Indenture). | |||||
In addition, following certain corporate events that occur prior to the maturity date (as described in the Indenture), the Company will adjust the conversion rate for a holder of the 2017 Notes who elects to convert its 2017 Notes in connection with such a corporate event in certain circumstances. | |||||
The effective interest rate on the liability component of the 2017 Notes was 10.7% as of March 29, 2014. Interest expense incurred in connection with the 2017 Notes consisted of the following: | |||||
Three Months Ended | |||||
March 29, 2014 | |||||
Contractual coupon rate of interest | $ | 1,632 | |||
Amortization of issuance costs and debt discount | 3,113 | ||||
Interest expense - Convertible Notes | $ | 4,745 | |||
The carrying value of our 2017 Notes consisted of the following: | |||||
March 29, 2014 | |||||
Principal balance | $ | 220,000 | |||
Discount, net of accumulated amortization of $16,143 | (48,973 | ) | |||
Carrying amount | $ | 171,027 | |||
3.00% Convertible Senior Notes due 2020 | |||||
On December 10, 2013, the Company issued $214,000 aggregate principal amount of 3.00% Convertible Senior Notes due 2020 (the “2020 Notes”). The net proceeds from the issuance of the 2020 Notes were approximately $206,530, after deducting fees paid to the initial purchasers and other offering costs. The 2020 Notes are senior unsecured obligations of the Company, which pay interest in cash semi-annually (on June 15 and December 15 of each year) at a rate of 3.00% per annum beginning on June 15, 2014. The 2020 Notes are governed by an Indenture dated December 10, 2013 with U.S. Bank National Association, as trustee (the “2013 Indenture”). The 2020 Notes are not redeemable by the Company. | |||||
The 2020 Notes will mature on December 15, 2020, unless earlier repurchased or converted in accordance with their terms prior to such date. The 2020 Notes may be converted, under the conditions specified below, based on an initial conversion rate of 82.5764 shares of common stock per $1,000 principal amount of Notes (which represents an initial effective conversion price of the Notes of $12.11 per share), subject to adjustment as described in the 2013 Indenture. | |||||
The 2020 Notes may be converted by the holder, in multiples of $1,000 principal amount, only under the following circumstances: | |||||
· prior to June 15, 2020, during any calendar quarter commencing after the calendar quarter ending on March 31, 2014 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; | |||||
· prior to June 15, 2020, during the five business day period after any five consecutive trading day period in which the trading price (as defined in the 2013 Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; | |||||
· prior to June 15, 2020, upon specified corporate events; | |||||
· on or after June 15, 2020 until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. | |||||
Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of its common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as described in the 2013 Indenture), calculated on a proportionate basis for each trading day in a 40 consecutive trading-day conversion period (as described in the 2013 Indenture). | |||||
In addition, following certain corporate events that occur prior to the maturity date (as described in the 2013 Indenture), the Company will adjust the conversion rate for a holder of the 2020 Notes who elects to convert its 2020 Notes in connection with such a corporate event in certain circumstances. | |||||
The effective interest rate on the liability component of the 2020 Notes was 12.99% as of December 31, 2013. Interest expense incurred in connection with the 2020 Notes consisted of the following: | |||||
Three Months Ended | |||||
March 29, 2014 | |||||
Contractual coupon rate of interest | $ | 1,596 | |||
Amortization of issuance costs and debt discount | 2,317 | ||||
Interest expense - Convertible Notes | $ | 3,913 | |||
The carrying value of our 2020 Notes consisted of the following: | |||||
March 29, 2014 | |||||
Principal balance | $ | 214,000 | |||
Discount, net of accumulated amortization of $2,743 | (96,027 | ) | |||
Carrying amount | $ | 117,973 | |||
The Company will be required to repay the following principal amounts under the Apple Prepayment Agreement and 2017 and 2020 Notes: | |||||
Principal | |||||
Fiscal Year Ending | Payments | ||||
2014 (remaining 9 months) | $ | — | |||
2015 | 67,200 | ||||
2016 | 67,200 | ||||
2017 | 287,200 | ||||
2018 | 67,200 | ||||
2019 | 67,200 | ||||
2020 | 214,000 | ||||
Total | $ | 770,000 |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 29, 2014 | |
Share-Based Compensation | ' |
Share-Based Compensation | ' |
16. Share-Based Compensation | |
The Company recorded $5,711 and $4,423 of expense related to share-based compensation during the three months ended March 29, 2014 and March 30, 2013, respectively. Share-based compensation cost capitalized as part of inventory was not material for all periods presented. | |
During the three months ended March 29, 2014, no option awards were granted to executives or employees of the Company. | |
During the three months ended March 29, 2014, the Company granted time-based restricted stock units to certain executives, employees and directors of the Company for 1,297,000 shares of the Company’s common stock. Time-based 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 $12,876 or $9.93 per share on a weighted average basis. | |
During the three months ended March 29, 2014, the Company granted certain executives 593,000 performance-based restricted stock units. The total fair value of these restricted stock units, which was based on the fair value of the Company’s common stock on the date of the grant, was $5,710, or $9.63 per share on a weighted average basis. | |
As of March 29, 2014, the Company had unamortized share-based compensation expense related to stock options, restricted stock unit awards and performance-based restricted stock unit awards of approximately $31,651 after estimated forfeitures is expected to be recognized over an estimated weighted average remaining requisite service period of 1.67 years. | |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||
17. Stockholders’ Equity | |||||||||||||||||||
The following table presents the changes in stockholders’ equity for the three months ended March 29, 2014: | |||||||||||||||||||
Common Stock | Additional | Accumulated | Accumulated Other | Total | |||||||||||||||
Paid-in | Comprehensive Income | Stockholders’ | |||||||||||||||||
Shares | Par Value | Capital | Deficit | (Loss) | Equity | ||||||||||||||
Balance as of January 1, 2014 | 134,463 | $ | 1,345 | $ | 355,916 | $ | (26,115 | ) | $ | 1,259 | $ | 332,405 | |||||||
Net loss | (41,397 | ) | (41,397 | ) | |||||||||||||||
Other comprehensive loss | — | — | — | — | (466 | ) | (466 | ) | |||||||||||
Option exercises and vesting of restricted stock units | 2,110 | 21 | 5,444 | 5,465 | |||||||||||||||
Share-based compensation expense | 4,972 | 4,972 | |||||||||||||||||
Excess tax deficiency from share-based award activity | 4,260 | 4,260 | |||||||||||||||||
Minimum tax withholding payments for employee share-based awards | (342 | ) | (4 | ) | (3,411 | ) | (3,415 | ) | |||||||||||
Balance as of March 29, 2014 | 136,231 | $ | 1,362 | $ | 367,181 | $ | (67,512 | ) | $ | 793 | $ | 301,824 |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
18. Accumulated Other Comprehensive Income | |||||||||||
The following table summarizes the changes in accumulated balances of other comprehensive income for the three months ended March 29, 2014: | |||||||||||
Unrealized Gains and Losses on Cash | Foreign Currency Items | Total | |||||||||
Flow Hedges | |||||||||||
Beginning balance | $ | (590 | ) | $ | 1,849 | $ | 1,259 | ||||
Other comprehensive income (loss) | 3 | (469 | ) | (466 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income | — | — | — | ||||||||
Ending balance | $ | (587 | ) | $ | 1,380 | $ | 793 |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||
Mar. 29, 2014 | ||||||
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 | ||||||
March 29, | March 30, | |||||
2014 | 2013 | |||||
Weighted average common shares—basic | 135,432 | 119,348 | ||||
Dilutive common stock options and restricted stock unit awards (1) (2) (3) | — | — | ||||
Weighted average common and common equivalent shares—diluted | 135,432 | 119,348 | ||||
(1) Holders of the 2017 & 2020 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. The total number of shares excluded from the calculation of earnings per share because they would be anti-dilutive was 46,200 for the three months ended March 29, 2014. | ||||||
(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. These shares have been excluded from the calculation of earnings per share because they would be anti-dilutive. | ||||||
(3) As the Company was in a loss position for the three months ended March 29, 2014, 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 9,066 and 12,356 for the three months ended March 29, 2014 and March 30, 2013, |
Segment_and_Geographical_Infor
Segment and Geographical Information | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
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 presents segment information in a manner consistent with the method used to report this information to management. The Company evaluates performance and allocates resources based on revenues and gross margin of each segment. The Company defines segment gross margin as the cost of goods sold associated with segment revenues. Operating expenses are reviewed and evaluated at the consolidated level and are not allocated to the respective operating segments for purposes of allocating resources or evaluating performance of the business segment. Asset information by segment is not reported to or reviewed by the Chief Operating Decision Maker (CODM), and therefore, the Company has not disclosed asset information for the segments. | ||||||||
The PV business manufactures and sells directional solidification, or DSS, crystallization furnaces and ancillary equipment used to cast crystalline silicon ingots by melting and cooling polysilicon in a precisely controlled process. These ingots are used to make photovoltaic wafers which are, in turn, used to make solar cells. On August 24, 2011, the Company acquired 100% of the outstanding shares of common stock of privately-held Confluence Solar. Confluence Solar is the developer of HiCz™, a continuously-fed Czochralski growth technology that is designed to enable the production of high efficiency monocrystalline solar ingots. | ||||||||
The polysilicon business manufactures and sells Silicon Deposition Reactors (SDR™) and related equipment used to produce polysilicon, the key raw material used in silicon-based solar wafers and cells, while also providing engineering services and related equipment. In addition, the polysilicon business sells hydrochlorination technology and equipment which is utilized to convert silicon tetrachloride into trichlorosilane (TCS), which is used as seed material in the manufacture of high purity silicon. Hydrochlorination technology is designed to improve the efficiency and lower the costs of polysilicon production. | ||||||||
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. The acquisition of Thermal Technology provides the Company with certain advanced material technologies. | ||||||||
Financial information for the Company’s reportable segments is as follows: | ||||||||
Three Months Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Revenue: | ||||||||
PV | $ | 13,181 | $ | 4,364 | ||||
Polysilicon | 3,724 | 37,956 | ||||||
Sapphire | 5,605 | 15,456 | ||||||
Total revenue | $ | 22,510 | $ | 57,776 | ||||
Gross Margin: | ||||||||
PV | $ | 4,923 | $ | (1,303 | ) | |||
Polysilicon | 2,135 | 13,137 | ||||||
Sapphire | (5,700 | ) | 1,781 | |||||
Total gross margin | $ | 1,358 | $ | 13,615 | ||||
Research and development | 24,572 | 16,441 | ||||||
Sales and marketing | 4,684 | 3,286 | ||||||
General and administrative | 19,490 | 14,563 | ||||||
Contingent consideration expense | 2,375 | 336 | ||||||
Restructuring charges | — | 2,858 | ||||||
Amortization of intangible assets | 2,976 | 2,455 | ||||||
Production start-up | 1,899 | — | ||||||
Loss from operations | (54,638 | ) | (26,324 | ) | ||||
Interest income | 96 | 94 | ||||||
Interest expense | (12,549 | ) | (7,480 | ) | ||||
Other, net | 508 | 190 | ||||||
Loss before taxes | $ | (66,583 | ) | $ | (33,520 | ) | ||
Geographic Information | ||||||||
The following table presents revenue by geographic region, which is based on the destination of the shipments: | ||||||||
Three Months Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
China | $ | 11,159 | $ | 18,738 | ||||
Korea | 2,592 | 34,942 | ||||||
Taiwan | 3,695 | 598 | ||||||
Other Asia | 2,823 | 242 | ||||||
Europe | 694 | 462 | ||||||
United States | 1,542 | 2,776 | ||||||
Other | 5 | 18 | ||||||
Total | $ | 22,510 | $ | 57,776 | ||||
A summary of long-lived assets by geographical region is as follows: | ||||||||
March 29, 2014(1) | December 31, 2013(1) | |||||||
United States | $ | 515,895 | $ | 295,829 | ||||
Luxembourg | 55,978 | 57,812 | ||||||
Hongkong | 577 | 5,687 | ||||||
China | 495 | 583 | ||||||
Taiwan | 58 | 71 | ||||||
Total | $ | 573,003 | $ | 359,982 | ||||
(1) Long-lived assets at March 29, 2014 and December 31, 2013, include intangible assets and goodwill of $147,245 and $150,222, respectively, all located in the United States, with the exception of goodwill of $1,711 and intangibles of $54,267 and $56,101, at March 29, 2014 and December 31, 2013, respectively, which are located in Luxembourg. | ||||||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 29, 2014 | |
Significant Accounting Policies | ' |
Production start-up | ' |
Production start-up | |
Production start-up expenses consist of manufacturing salaries and personnel-related costs and the cost of operating a production line before it has been qualified for production, which occurs when minimum expected output levels are achieved. Such costs include the cost of raw materials run through the production line during the qualification phase incurred to enhance the production efficiency. Costs incurred related to the production of saleable product are included in cost of revenue. During the three months ended March 29, 2014, the Company incurred production start-up expenses related to its facility in Mesa, Arizona. The Company expects to incur production start-up expenses related to the Arizona facility in the near term. Within production start-up expenses, the Company recorded $1,899 related to materials, labor and overhead costs incurred in the qualification process of the sapphire production line for the three months ended March 29, 2014. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
There are no recent accounting pronouncements the adoption of which would have a material effect on the Company’s consolidated financial statements in the current period or expected to have an impact on future periods. | |
Acquisitions_Tables
Acquisitions (Tables) (Thermal Technology, LLC) | 3 Months Ended | ||||||
Mar. 29, 2014 | |||||||
Thermal Technology, LLC | ' | ||||||
Acquisitions | ' | ||||||
Summary of the purchase price allocation for the acquisition of privately-held company | ' | ||||||
Common stock | $ | 14,463 | |||||
Contingent consideration obligations | 6,211 | ||||||
Preliminary estimate of net working capital adjustment | (735 | ) | |||||
Total fair value of consideration | $ | 19,939 | |||||
Accounts receivable | $ | 1,008 | |||||
Inventory | 7,861 | ||||||
Property, plant and equipment | 1,700 | ||||||
Deferred tax asset | 411 | ||||||
Other assets | 439 | ||||||
Intangible assets | 14,500 | ||||||
Goodwill | 6,258 | ||||||
Accounts payable and accrued expenses | (7,057 | ) | |||||
Customer deposits | (2,509 | ) | |||||
Deferred tax liability | (2,663 | ) | |||||
Other current liabilities | (9 | ) | |||||
Total net assets acquired | $ | 19,939 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Schedule of assets and liabilities measured and reported at fair value on a recurring basis | ' | ||||||||||||||||
March 29, 2014 | |||||||||||||||||
Total | Fair Value Measurements Using | ||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds | $ | 418,328 | $ | 418,328 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | $ | 17,782 | $ | — | $ | — | $ | 17,782 | |||||||||
December 31, 2013 | |||||||||||||||||
Total | Fair Value Measurements Using | ||||||||||||||||
Carrying | |||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Money market mutual funds | $ | 462,908 | $ | 462,908 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | $ | 15,407 | $ | — | $ | — | $ | 15,407 | |||||||||
Schedule of changes in the fair value of the Company's Level 3 contingent consideration obligations | ' | ||||||||||||||||
Three Months Ended | |||||||||||||||||
March 29, 2014 | March 30, 2013 | ||||||||||||||||
Fair value as of the beginning of the period | $ | 15,407 | $ | 10,315 | |||||||||||||
Changes in the fair value of contingent consideration obligations | 2,375 | 336 | |||||||||||||||
Fair value at the end of the period | $ | 17,782 | $ | 10,651 | |||||||||||||
Schedule of carrying and fair values of the Company's prepayment obligations and convertible notes | ' | ||||||||||||||||
Total Carrying | Fair Value Measurements Using | ||||||||||||||||
Description | Value | (Level 1) | (Level 2) | (Level 3) | Fair Value | ||||||||||||
3.00% Senior Convertible Notes due 2017 | |||||||||||||||||
March 29, 2014 | $ | 171,027 | $ | — | $ | 501,710 | $ | — | $ | 501,710 | |||||||
December 31, 2013 | $ | 168,153 | $ | — | $ | 300,168 | $ | — | $ | 300,168 | |||||||
3.00% Senior Convertible Notes due 2020 | |||||||||||||||||
March 29, 2014 | $ | 117,973 | $ | — | $ | 345,482 | $ | — | $ | 345,482 | |||||||
December 31, 2013 | $ | 115,761 | $ | — | $ | 217,745 | $ | — | $ | 217,745 | |||||||
Prepayment Obligation | |||||||||||||||||
March 29, 2014 | $ | 262,974 | $ | — | $ | 263,002 | $ | — | $ | 263,002 | |||||||
December 31, 2013 | $ | 172,475 | $ | — | $ | 172,482 | $ | — | $ | 172,482 | |||||||
Schedule of fair value of assets as of the measurement date, valuation techniques and related unobservable inputs | ' | ||||||||||||||||
Fair Value | Valuation | Unobservable | Range, Median | ||||||||||||||
Technique(s) | Input | or Average | |||||||||||||||
Arizona deferred rent benefit | $ | 31,310 | Market Approach | Discount rate | Range | ||||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||||
Schedule of acquired intangible assets subject to amortization | ' | |||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Average | March 29, 2014 | December 31, 2013 | ||||||||||||||||||||
Amortization | Gross | Accumulated | Gross | Accumulated | ||||||||||||||||||
Period | Amount | Amortization | Net | Amount | Amortization | Net | ||||||||||||||||
Finite-lived intangible assets | ||||||||||||||||||||||
Photovoltaic: | ||||||||||||||||||||||
Technology | 9.5 years | $ | 74,200 | $ | 23,410 | $ | 50,790 | $ | 74,200 | $ | 21,694 | $ | 52,506 | |||||||||
Trade names / Trademarks | 8.6 years | 7,100 | 3,623 | 3,477 | 7,100 | 3,506 | 3,594 | |||||||||||||||
Subtotal: | 81,300 | 27,033 | 54,267 | 81,300 | 25,200 | 56,100 | ||||||||||||||||
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 | 2,901 | 4,399 | 7,300 | 2,616 | 4,684 | |||||||||||||||
Technology | 9.3 years | 28,600 | 7,538 | 21,062 | 28,600 | 6,760 | 21,840 | |||||||||||||||
Order backlog | 1.2 years | 500 | 500 | — | 500 | 500 | — | |||||||||||||||
Trade names | 8.0 years | 1,100 | 504 | 596 | 1,100 | 470 | 630 | |||||||||||||||
Non-compete agreements | 5.8 years | 1,000 | 657 | 343 | 1,000 | 611 | 389 | |||||||||||||||
Subtotal: | 38,500 | 12,100 | 26,400 | 38,500 | 10,957 | 27,543 | ||||||||||||||||
Total finite-lived intangible assets | 121,300 | 40,633 | 80,667 | 121,300 | 37,657 | 83,643 | ||||||||||||||||
Indefinite-lived intangible assets | ||||||||||||||||||||||
In-process research and development | 12,300 | — | 12,300 | 12,300 | — | 12,300 | ||||||||||||||||
Total intangible assets | $ | 133,600 | $ | 40,633 | $ | 92,967 | $ | 133,600 | $ | 37,657 | $ | 95,943 | ||||||||||
Schedule of estimated future amortization expense for the Company's intangible assets | ' | |||||||||||||||||||||
Year Ending December 31, | Amortization | |||||||||||||||||||||
Expense | ||||||||||||||||||||||
2014 (remaining nine months) | $ | 8,905 | ||||||||||||||||||||
2015 | 11,852 | |||||||||||||||||||||
2016 | 11,519 | |||||||||||||||||||||
2017 | 11,052 | |||||||||||||||||||||
2018 | 10,990 | |||||||||||||||||||||
2019 | 10,902 | |||||||||||||||||||||
Thereafter | 15,447 | |||||||||||||||||||||
Customer_Concentrations_Tables
Customer Concentrations (Tables) | 3 Months Ended | |||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||
Customer Concentrations | ' | |||||||||||||||||||||
Schedule of customers comprising 10% or more of the Company's total revenue or accounts receivable | ' | |||||||||||||||||||||
Three Months Ended | As of | |||||||||||||||||||||
29-Mar-14 | 30-Mar-13 | 29-Mar-14 | 31-Dec-13 | |||||||||||||||||||
% of | % of | Accounts | % of | Accounts | % of | |||||||||||||||||
Revenue | Total | Revenue | Total | Receivable | Total | Receivable | Total | |||||||||||||||
Photovoltaic Customers | ||||||||||||||||||||||
Customer #1 | $ | 3,801 | 17 | % | * | * | $ | 3,326 | 26 | % | $ | 5,543 | 45 | % | ||||||||
Customer #2 | 3,589 | 16 | % | * | * | 3,910 | 30 | % | * | * | ||||||||||||
Customer #3 | 2,297 | 10 | % | * | * | * | * | * | * | |||||||||||||
Polysilicon Customers | ||||||||||||||||||||||
Customer #4 | 2,508 | 11 | % | $ | 34,915 | 60 | % | * | * | * | * | |||||||||||
Customer #5 | * | * | * | * | 1,947 | 15 | % | * | * | |||||||||||||
Sapphire Customers | ||||||||||||||||||||||
Customer #6 | * | * | 10,462 | 18 | % | * | * | * | * | |||||||||||||
* Amounts from these customers were less than 10% of the total as of, or for, the respective period. | ||||||||||||||||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Inventories | ' | |||||||
Schedule of inventories | ' | |||||||
March 29, 2014 | December 31, 2013 | |||||||
Raw materials | $ | 43,428 | $ | 29,704 | ||||
Work-in-process | 16,515 | 6,941 | ||||||
Finished goods | 1,966 | 2,442 | ||||||
$ | 61,909 | $ | 39,087 |
Other_Assets_Tables
Other Assets (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Other Assets | ' | |||||||
Schedule of other assets | ' | |||||||
March 29, 2014 | December 31, 2013 | |||||||
Inventory | $ | 50,011 | $ | 50,010 | ||||
Vendor advances | 40,146 | 37,702 | ||||||
Deferred financing fees | 7,713 | 8,058 | ||||||
Deferred income taxes | 51,448 | 18,872 | ||||||
Deferred costs | 28,227 | 26,528 | ||||||
Deferred rent asset | 28,158 | 2,048 | ||||||
Other | 5,268 | 7,694 | ||||||
$ | 210,971 | $ | 150,912 |
Warranty_Tables
Warranty (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Warranty | ' | |||||||
Schedule of warranty activities | ' | |||||||
Three Months Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Product warranty liability, beginning of the period | $ | 11,689 | $ | 10,711 | ||||
Accruals for warranties issued | 621 | 2,574 | ||||||
Settlements made during the period | (1,505 | ) | (2,134 | ) | ||||
Product warranty liability, end of period | $ | 10,805 | $ | 11,151 |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 3 Months Ended | |||||||||
Mar. 29, 2014 | ||||||||||
Property, Plant and Equipment | ' | |||||||||
Schedule of property, plant and equipment, net | ' | |||||||||
Estimated Useful Life | March 29, 2014 | December 31, 2013 | ||||||||
Leasehold improvements | Lesser of useful life or initial lease term | $ | 24,078 | $ | 22,693 | |||||
Land | — | 1,074 | 1,074 | |||||||
Land improvements | 15 years | 326 | 326 | |||||||
Building | 40 years | 17,606 | 17,606 | |||||||
Machinery and equipment | 3 to 7 years | 84,002 | 53,153 | |||||||
Computer equipment and software | 3 to 5 years | 12,795 | 11,451 | |||||||
Furniture and fixtures | 5 to 7 years | 2,713 | 2,749 | |||||||
Construction in process | — | 332,449 | 146,092 | |||||||
475,043 | 255,144 | |||||||||
Less accumulated depreciation | (49,286 | ) | (45,384 | ) | ||||||
$ | 425,757 | $ | 209,760 |
Restructuring_Charges_and_Asse1
Restructuring Charges and Asset Impairments (Tables) | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Restructuring Charges and Asset Impairments | ' | ||||||||||
Schedule of restructuring charges and remaining accrued expenses | ' | ||||||||||
Employee Related Benefits | Lease Exit and | Total | |||||||||
Contract | |||||||||||
Termination Costs | |||||||||||
Balance as of December 31, 2013 | $ | 114 | $ | 1,463 | $ | 1,577 | |||||
Cash Payments | (32 | ) | (124 | ) | (156 | ) | |||||
Balance as of March 29, 2014 | $ | 82 | $ | 1,339 | $ | 1,421 |
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||
Mar. 29, 2014 | |||||
Income Taxes | ' | ||||
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits | ' | ||||
Unrecognized tax benefits at December 31, 2013 | $ | 25,613 | |||
Increases related to current year tax positions | 1,190 | ||||
Decreases related to prior year tax positions | (16 | ) | |||
Unrecognized tax benefits at March 29, 2014 | $ | 26,787 |
Prepayment_Obligation_and_Conv1
Prepayment Obligation and Convertible Notes (Tables) | 3 Months Ended | ||||
Mar. 29, 2014 | |||||
Long-Term Debt and Revolving Credit Facility | ' | ||||
Schedule of repayment of principal amounts | ' | ||||
Principal | |||||
Fiscal Year Ending | Payments | ||||
2014 (remaining 9 months) | $ | — | |||
2015 | 67,200 | ||||
2016 | 67,200 | ||||
2017 | 287,200 | ||||
2018 | 67,200 | ||||
2019 | 67,200 | ||||
2020 | 214,000 | ||||
Total | $ | 770,000 | |||
3.00% Convertible Senior Notes due 2017 | ' | ||||
Long-Term Debt and Revolving Credit Facility | ' | ||||
Schedule of interest expense | ' | ||||
Three Months Ended | |||||
March 29, 2014 | |||||
Contractual coupon rate of interest | $ | 1,632 | |||
Amortization of issuance costs and debt discount | 3,113 | ||||
Interest expense - Convertible Notes | $ | 4,745 | |||
Schedule of carrying value of the notes | ' | ||||
March 29, 2014 | |||||
Principal balance | $ | 220,000 | |||
Discount, net of accumulated amortization of $16,143 | (48,973 | ) | |||
Carrying amount | $ | 171,027 | |||
3.00% convertible senior notes due 2020 | ' | ||||
Long-Term Debt and Revolving Credit Facility | ' | ||||
Schedule of interest expense | ' | ||||
Three Months Ended | |||||
March 29, 2014 | |||||
Contractual coupon rate of interest | $ | 1,596 | |||
Amortization of issuance costs and debt discount | 2,317 | ||||
Interest expense - Convertible Notes | $ | 3,913 | |||
Schedule of carrying value of the notes | ' | ||||
March 29, 2014 | |||||
Principal balance | $ | 214,000 | |||
Discount, net of accumulated amortization of $2,743 | (96,027 | ) | |||
Carrying amount | $ | 117,973 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||
Schedule of changes in stockholders' equity | ' | ||||||||||||||||||
Common Stock | Additional | Accumulated | Accumulated Other | Total | |||||||||||||||
Paid-in | Comprehensive Income | Stockholders’ | |||||||||||||||||
Shares | Par Value | Capital | Deficit | (Loss) | Equity | ||||||||||||||
Balance as of January 1, 2014 | 134,463 | $ | 1,345 | $ | 355,916 | $ | (26,115 | ) | $ | 1,259 | $ | 332,405 | |||||||
Net loss | (41,397 | ) | (41,397 | ) | |||||||||||||||
Other comprehensive loss | — | — | — | — | (466 | ) | (466 | ) | |||||||||||
Option exercises and vesting of restricted stock units | 2,110 | 21 | 5,444 | 5,465 | |||||||||||||||
Share-based compensation expense | 4,972 | 4,972 | |||||||||||||||||
Excess tax deficiency from share-based award activity | 4,260 | 4,260 | |||||||||||||||||
Minimum tax withholding payments for employee share-based awards | (342 | ) | (4 | ) | (3,411 | ) | (3,415 | ) | |||||||||||
Balance as of March 29, 2014 | 136,231 | $ | 1,362 | $ | 367,181 | $ | (67,512 | ) | $ | 793 | $ | 301,824 |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
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 | $ | (590 | ) | $ | 1,849 | $ | 1,259 | ||||
Other comprehensive income (loss) | 3 | (469 | ) | (466 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income | — | — | — | ||||||||
Ending balance | $ | (587 | ) | $ | 1,380 | $ | 793 |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||
Mar. 29, 2014 | ||||||
Earnings Per Share | ' | |||||
Schedule of computation of the weighted average shares used in computing basic and diluted earnings per share | ' | |||||
Three Months Ended | ||||||
March 29, | March 30, | |||||
2014 | 2013 | |||||
Weighted average common shares—basic | 135,432 | 119,348 | ||||
Dilutive common stock options and restricted stock unit awards (1) (2) (3) | — | — | ||||
Weighted average common and common equivalent shares—diluted | 135,432 | 119,348 | ||||
(1) Holders of the 2017 & 2020 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. The total number of shares excluded from the calculation of earnings per share because they would be anti-dilutive was 46,200 for the three months ended March 29, 2014. | ||||||
(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. These shares have been excluded from the calculation of earnings per share because they would be anti-dilutive. | ||||||
(3) As the Company was in a loss position for the three months ended March 29, 2014, 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 9,066 and 12,356 for the three months ended March 29, 2014 and March 30, 2013, respectively. | ||||||
Segment_and_Geographical_Infor1
Segment and Geographical Information (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Segment and Geographical Information | ' | |||||||
Schedule of financial information for the Company's reportable segments | ' | |||||||
Three Months Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Revenue: | ||||||||
PV | $ | 13,181 | $ | 4,364 | ||||
Polysilicon | 3,724 | 37,956 | ||||||
Sapphire | 5,605 | 15,456 | ||||||
Total revenue | $ | 22,510 | $ | 57,776 | ||||
Gross Margin: | ||||||||
PV | $ | 4,923 | $ | (1,303 | ) | |||
Polysilicon | 2,135 | 13,137 | ||||||
Sapphire | (5,700 | ) | 1,781 | |||||
Total gross margin | $ | 1,358 | $ | 13,615 | ||||
Research and development | 24,572 | 16,441 | ||||||
Sales and marketing | 4,684 | 3,286 | ||||||
General and administrative | 19,490 | 14,563 | ||||||
Contingent consideration expense | 2,375 | 336 | ||||||
Restructuring charges | — | 2,858 | ||||||
Amortization of intangible assets | 2,976 | 2,455 | ||||||
Production start-up | 1,899 | — | ||||||
Loss from operations | (54,638 | ) | (26,324 | ) | ||||
Interest income | 96 | 94 | ||||||
Interest expense | (12,549 | ) | (7,480 | ) | ||||
Other, net | 508 | 190 | ||||||
Loss before taxes | $ | (66,583 | ) | $ | (33,520 | ) | ||
Schedule of revenue by geographic region based on the destination of the shipments | ' | |||||||
Three Months Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
China | $ | 11,159 | $ | 18,738 | ||||
Korea | 2,592 | 34,942 | ||||||
Taiwan | 3,695 | 598 | ||||||
Other Asia | 2,823 | 242 | ||||||
Europe | 694 | 462 | ||||||
United States | 1,542 | 2,776 | ||||||
Other | 5 | 18 | ||||||
Total | $ | 22,510 | $ | 57,776 | ||||
Summary of long-lived assets by geographical region | ' | |||||||
March 29, 2014(1) | December 31, 2013(1) | |||||||
United States | $ | 515,895 | $ | 295,829 | ||||
Luxembourg | 55,978 | 57,812 | ||||||
Hongkong | 577 | 5,687 | ||||||
China | 495 | 583 | ||||||
Taiwan | 58 | 71 | ||||||
Total | $ | 573,003 | $ | 359,982 | ||||
(1) Long-lived assets at March 29, 2014 and December 31, 2013, include intangible assets and goodwill of $147,245 and $150,222, respectively, all located in the United States, with the exception of goodwill of $1,711 and intangibles of $54,267 and $56,101, at March 29, 2014 and December 31, 2013, respectively, which are located in Luxembourg. | ||||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 29, 2014 |
Significant Accounting Policies | ' |
Production start-up | $1,899 |
Significant_Agreements_Details
Significant Agreements (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Jan. 23, 2014 | Nov. 15, 2013 | Oct. 31, 2013 | Mar. 29, 2014 | Mar. 29, 2014 |
Significant agreements with Apple | Prepayment Agreement | Prepayment Agreement | Prepayment Agreement | Prepayment Agreement | Arizona Lease | |||
item | item | item | ||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment agreement amount | ' | ' | ' | ' | ' | $578,000 | ' | ' |
Number of installments | ' | ' | ' | ' | ' | 4 | ' | ' |
Period of prepayment agreement | ' | ' | ' | ' | ' | '5 years | ' | ' |
Period for amortization of debt discount to interest expense | ' | ' | ' | ' | ' | ' | '6 years | ' |
Interest expense | 12,549 | 7,480 | ' | ' | ' | ' | 4,419 | ' |
Number of installment payments received | ' | ' | ' | ' | ' | ' | 2 | ' |
First installment of prepayment agreement received | ' | ' | ' | ' | 225,000 | ' | ' | ' |
Second installment of prepayment agreement received | ' | ' | ' | 111,000 | ' | ' | ' | ' |
Prepayment obligation | ' | ' | ' | ' | ' | ' | 262,974 | ' |
Deferred revenue | ' | ' | ' | ' | ' | ' | 79,054 | ' |
Portion of facility for which lease had commenced (as a percent) | ' | ' | ' | ' | ' | ' | ' | 51.00% |
Deferred rent asset | ' | ' | ' | ' | ' | ' | ' | 33,808 |
Term of operating leases for office and warehouse facilities | ' | ' | ' | ' | ' | ' | ' | '7 years |
Rent expense | ' | ' | ' | ' | ' | ' | ' | 681 |
Deferred revenue and deferred rent asset allocated to deliverables | ' | ' | $112,862 | ' | ' | ' | ' | ' |
Number of deliverables | ' | ' | 3 | ' | ' | ' | ' | ' |
Significant_Agreements_Details1
Significant Agreements (Details 2) (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total assets | $1,407,106 | $1,187,281 |
LLC | ' | ' |
Total assets | $336,000 | ' |
Acquisitions_Details
Acquisitions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended |
In Thousands, except Share data in Millions, unless otherwise specified | 16-May-13 | Mar. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2013 |
Acquisitions | ' | ' | ' | ' |
Goodwill | ' | $54,279 | $54,279 | $54,279 |
Fair value of assets acquired and liabilities assumed: | ' | ' | ' | ' |
Goodwill | ' | 54,279 | 54,279 | 54,279 |
Thermal Technology, LLC | ' | ' | ' | ' |
Acquisitions | ' | ' | ' | ' |
Common stock purchase consideration (in shares) | 3.4 | ' | ' | ' |
Aggregate value of common stock | 14,463 | 14,463 | ' | ' |
Potential additional contingent consideration | 35,000 | ' | ' | ' |
Fair value of the contingent consideration | 6,211 | 6,211 | ' | ' |
Revenue contribution of acquired business | ' | ' | 6,796 | ' |
Net loss from acquired business | ' | ' | 5,387 | ' |
Goodwill | 6,258 | 6,258 | ' | ' |
Fair value of consideration transferred: | ' | ' | ' | ' |
Common stock | 14,463 | 14,463 | ' | ' |
Contingent consideration obligations | 6,211 | 6,211 | ' | ' |
Preliminary estimate of net working capital adjustment | ' | -735 | ' | ' |
Total fair value of consideration | ' | 19,939 | ' | ' |
Fair value of assets acquired and liabilities assumed: | ' | ' | ' | ' |
Accounts receivable | ' | 1,008 | ' | ' |
Inventory | ' | 7,861 | ' | ' |
Property, plant and equipment | ' | 1,700 | ' | ' |
Deferred tax asset | ' | 411 | ' | ' |
Other assets | ' | 439 | ' | ' |
Intangible assets | ' | 14,500 | ' | ' |
Goodwill | 6,258 | 6,258 | ' | ' |
Accounts payable and accrued expenses | ' | -7,057 | ' | ' |
Customer deposits | ' | -2,509 | ' | ' |
Deferred tax liability | ' | -2,663 | ' | ' |
Other current liabilities | ' | -9 | ' | ' |
Total net assets acquired | ' | 19,939 | ' | ' |
Payments of contingent consideration | ' | ' | ' | 0 |
Contingent consideration expense | ' | 1,867 | ' | ' |
Transaction cost incurred in connection with acquisition | ' | ' | ' | 1,118 |
Thermal Technology, LLC | Technology | ' | ' | ' | ' |
Fair value of assets acquired and liabilities assumed: | ' | ' | ' | ' |
Intangible assets | ' | 11,300 | ' | ' |
Weighted average remaining amortization period | ' | '8 years 2 months 12 days | ' | ' |
Thermal Technology, LLC | Customer relationships | ' | ' | ' | ' |
Fair value of assets acquired and liabilities assumed: | ' | ' | ' | ' |
Intangible assets | ' | 3,200 | ' | ' |
Weighted average remaining amortization period | ' | '7 years | ' | ' |
Thermal Technology, LLC | Minimum | ' | ' | ' | ' |
Fair value of assets acquired and liabilities assumed: | ' | ' | ' | ' |
Undiscounted probable outcomes used to value contingent consideration | ' | 7,507 | ' | ' |
Thermal Technology, LLC | Maximum | ' | ' | ' | ' |
Fair value of assets acquired and liabilities assumed: | ' | ' | ' | ' |
Undiscounted probable outcomes used to value contingent consideration | ' | $20,205 | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | ||||||||||||||||||||||||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Dec. 31, 2013 |
Fair Value | Fair Value | Fair Value | Fair Value | Fair Value | Fair Value | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Total Carrying Value | Total Carrying Value | Total Carrying Value | Total Carrying Value | Total Carrying Value | Total Carrying Value | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | ||
3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2020 | 3.00% Senior Convertible Notes due 2020 | Prepayment Obligation | Prepayment Obligation | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2020 | 3.00% Senior Convertible Notes due 2020 | Prepayment Obligation | Prepayment Obligation | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2017 | 3.00% Senior Convertible Notes due 2020 | 3.00% Senior Convertible Notes due 2020 | Prepayment Obligation | Prepayment Obligation | Level 1 | Level 1 | Level 3 | Level 3 | Total Carrying Value | Total Carrying Value | ||
Fair Value Measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset transfers between levels | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liability transfers between levels | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Money market mutual funds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 418,328 | 462,908 | ' | ' | 418,328 | 462,908 |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,782 | 15,407 | 17,782 | 15,407 |
Amount of restricted cash included in money market mutual funds | 95,712 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt obligations | ' | $501,710 | $300,168 | $345,482 | $217,745 | $263,002 | $172,482 | $501,710 | $300,168 | $345,482 | $217,745 | $263,002 | $172,482 | $171,027 | $168,153 | $117,973 | $115,761 | $262,974 | $172,475 | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Fair value of the Company's Level 3 liabilities | ' | ' |
Contingent consideration expense | $2,375 | $336 |
Non - recurring basis | Level 3 | Market Approach | ' | ' |
Assets: | ' | ' |
Arizona deferred rent benefit | 31,310 | ' |
Contingent consideration obligations | ' | ' |
Fair value of the Company's Level 3 liabilities | ' | ' |
Contingent consideration expense | 2,375 | 336 |
Changes in the fair value of the Company's Level 3 liabilities | ' | ' |
Fair value as of the beginning of the period | 15,407 | 10,315 |
Changes in the fair value of contingent consideration obligations | 2,375 | 336 |
Fair value at the end of the period | $17,782 | $10,651 |
Contingent consideration obligations | Twin Creeks | Minimum | ' | ' |
Fair value of the Company's Level 3 liabilities | ' | ' |
Revised probability factor associated with the technical target (as a percent) | 28.00% | ' |
Probability adjusted discount rate for financial target (as a percent) | 25.00% | ' |
Contingent consideration obligations | Twin Creeks | Weighted average | ' | ' |
Fair value of the Company's Level 3 liabilities | ' | ' |
Revised probability factor associated with the technical target (as a percent) | 28.00% | ' |
Probability adjusted discount rate for financial target (as a percent) | 75.00% | ' |
Contingent consideration obligations | Thermal Technology, LLC | ' | ' |
Fair value of the Company's Level 3 liabilities | ' | ' |
Revised probability factor associated with the technical target (as a percent) | 20.00% | ' |
Number of scenarios associated with achievement of the financial based earn-out | 2 | ' |
Probabilities assigned to each earn-out scenario (as a percent) | 50.00% | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Dec. 31, 2013 |
Goodwill and Other Intangible Assets | ' | ' |
Changes to carrying value of goodwill | $0 | ' |
Acquired intangible assets subject to amortization | ' | ' |
Gross Amount | 121,300 | 121,300 |
Accumulated Amortization | 40,633 | 37,657 |
Net | 80,667 | 83,643 |
Indefinite-lived intangible assets | ' | ' |
In-process research and development | 12,300 | 12,300 |
Total intangible assets | ' | ' |
Gross Amount | 133,600 | 133,600 |
Net | 92,967 | 95,943 |
Estimated future amortization expense for the Company's intangible assets | ' | ' |
2014 (remaining nine months) | 8,905 | ' |
2015 | 11,852 | ' |
2016 | 11,519 | ' |
2017 | 11,052 | ' |
2018 | 10,990 | ' |
2019 | 10,902 | ' |
Thereafter | 15,447 | ' |
Photovoltaic Business | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Gross Amount | 81,300 | 81,300 |
Accumulated Amortization | 27,033 | 25,200 |
Net | 54,267 | 56,100 |
Total intangible assets | ' | ' |
Weighted average remaining amortization period | '6 years 7 months 20 days | ' |
Photovoltaic Business | Technology | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Weighted Average Amortization Period | '9 years 6 months | ' |
Gross Amount | 74,200 | 74,200 |
Accumulated Amortization | 23,410 | 21,694 |
Net | 50,790 | 52,506 |
Photovoltaic Business | Trade names / Trademarks | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Weighted Average Amortization Period | '8 years 7 months 6 days | ' |
Gross Amount | 7,100 | 7,100 |
Accumulated Amortization | 3,623 | 3,506 |
Net | 3,477 | 3,594 |
Polysilicon Business | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Gross Amount | 1,500 | 1,500 |
Accumulated Amortization | 1,500 | 1,500 |
Total intangible assets | ' | ' |
Weighted average remaining amortization period | '0 years | ' |
Polysilicon Business | Technology | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Weighted Average Amortization Period | '2 years 7 months 6 days | ' |
Gross Amount | 1,500 | 1,500 |
Accumulated Amortization | 1,500 | 1,500 |
Sapphire Business | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Gross Amount | 38,500 | 38,500 |
Accumulated Amortization | 12,100 | 10,957 |
Net | 26,400 | 27,543 |
Total intangible assets | ' | ' |
Weighted average remaining amortization period | '5 years 11 months 12 days | ' |
Sapphire Business | Customer relationships | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Weighted Average Amortization Period | '6 years 4 months 24 days | ' |
Gross Amount | 7,300 | 7,300 |
Accumulated Amortization | 2,901 | 2,616 |
Net | 4,399 | 4,684 |
Sapphire Business | Technology | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Weighted Average Amortization Period | '9 years 3 months 18 days | ' |
Gross Amount | 28,600 | 28,600 |
Accumulated Amortization | 7,538 | 6,760 |
Net | 21,062 | 21,840 |
Sapphire Business | Order backlog | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Weighted Average Amortization Period | '1 year 2 months 12 days | ' |
Gross Amount | 500 | 500 |
Accumulated Amortization | 500 | 500 |
Sapphire Business | Trade names | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Weighted Average Amortization Period | '8 years | ' |
Gross Amount | 1,100 | 1,100 |
Accumulated Amortization | 504 | 470 |
Net | 596 | 630 |
Sapphire Business | Non-compete agreements | ' | ' |
Acquired intangible assets subject to amortization | ' | ' |
Weighted Average Amortization Period | '5 years 9 months 18 days | ' |
Gross Amount | 1,000 | 1,000 |
Accumulated Amortization | 657 | 611 |
Net | $343 | $389 |
Customer_Concentrations_Detail
Customer Concentrations (Details) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||||||||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Dec. 31, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 29, 2014 | Dec. 31, 2013 | Mar. 29, 2014 | Mar. 29, 2014 |
Photovoltaic Business | Photovoltaic Business | Polysilicon Business | Polysilicon Business | Sapphire Business | Sapphire Business | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Accounts Receivable | Accounts Receivable | Accounts Receivable | Accounts Receivable | ||||
Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Credit concentration | Credit concentration | Credit concentration | Credit concentration | ||||||||||
Photovoltaic Business | Photovoltaic Business | Photovoltaic Business | Polysilicon Business | Polysilicon Business | Sapphire Business | Photovoltaic Business | Photovoltaic Business | Photovoltaic Business | Polysilicon Business | ||||||||||
Customer #1 | Customer #2 | Customer #3 | Customer #4 | Customer #4 | Customer #6 | Customer #1 | Customer #1 | Customer #2 | Customer #5 | ||||||||||
Customer Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $22,510 | $57,776 | ' | $13,181 | $4,364 | $3,724 | $37,956 | $5,605 | $15,456 | $3,801 | $3,589 | $2,297 | $2,508 | $34,915 | $10,462 | ' | ' | ' | ' |
Accounts receivable, net | 12,971 | ' | 12,377 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,326 | 5,543 | 3,910 | 1,947 |
% of Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17.00% | 16.00% | 10.00% | 11.00% | 60.00% | 18.00% | 26.00% | 45.00% | 30.00% | 15.00% |
Total accounts receivable secured by letters of credit | $10,426 | ' | $8,391 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total accounts receivable secured by letters of credit (as a percent) | 80.00% | ' | 68.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories_Details
Inventories (Details) (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials | $43,428 | $29,704 |
Work-in-process | 16,515 | 6,941 |
Finished goods | 1,966 | 2,442 |
Inventories | $61,909 | $39,087 |
Other_Assets_Details
Other Assets (Details) (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets | ' | ' |
Inventory | $50,011 | $50,010 |
Vendor advances | 40,146 | 37,702 |
Deferred financing fees | 7,713 | 8,058 |
Deferred income taxes | 51,448 | 18,872 |
Deferred costs | 28,227 | 26,528 |
Deferred rent asset | 28,158 | 2,048 |
Other | 5,268 | 7,694 |
Total other assets | $210,971 | $150,912 |
Warranty_Details
Warranty (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Warranty activities | ' | ' |
Product warranty liability, beginning of the period | $11,689 | $10,711 |
Accruals for warranties issued | 621 | 2,574 |
Settlements made during the period | -1,505 | -2,134 |
Product warranty liability, end of the period | $10,805 | $11,151 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Dec. 31, 2013 |
Property, plant and equipment | ' | ' | ' |
Property, plant and equipment | $475,043 | ' | $255,144 |
Less accumulated depreciation | -49,286 | ' | -45,384 |
Property, plant and equipment, net | 425,757 | ' | 209,760 |
Depreciation | 4,149 | 4,086 | ' |
Software costs capitalized | 1,596 | ' | ' |
Capitalized interest expense | 544 | 0 | ' |
Leasehold improvements | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Property, plant and equipment | 24,078 | ' | 22,693 |
Land | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Property, plant and equipment | 1,074 | ' | 1,074 |
Land improvements | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Estimated Useful Life | '15 years | ' | ' |
Property, plant and equipment | 326 | ' | 326 |
Building | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Estimated Useful Life | '40 years | ' | ' |
Property, plant and equipment | 17,606 | ' | 17,606 |
Machinery and equipment | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Property, plant and equipment | 84,002 | ' | 53,153 |
Machinery and equipment | Arizona facility | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Property, plant and equipment | 31,374 | ' | ' |
Machinery and equipment | Minimum | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Estimated Useful Life | '3 years | ' | ' |
Machinery and equipment | Maximum | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Estimated Useful Life | '7 years | ' | ' |
Computer equipment and software | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Property, plant and equipment | 12,795 | ' | 11,451 |
Computer equipment and software | Minimum | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Estimated Useful Life | '3 years | ' | ' |
Computer equipment and software | Maximum | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Estimated Useful Life | '5 years | ' | ' |
Furniture and fixtures | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Property, plant and equipment | 2,713 | ' | 2,749 |
Furniture and fixtures | Minimum | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Estimated Useful Life | '5 years | ' | ' |
Furniture and fixtures | Maximum | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Estimated Useful Life | '7 years | ' | ' |
Construction in process | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Property, plant and equipment | 332,449 | ' | 146,092 |
Construction in process | Arizona facility | ' | ' | ' |
Property, plant and equipment | ' | ' | ' |
Property, plant and equipment | $331,175 | ' | ' |
Restructuring_Charges_and_Asse2
Restructuring Charges and Asset Impairments (Details) (USD $) | 3 Months Ended | 15 Months Ended | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 |
Hazelwood Facility | Hazelwood Facility | Employee Related Benefits | Lease Exit and Contract Termination Costs | Lease Exit and Contract Termination Costs | ||
item | Hazelwood Facility | |||||
Restructuring Charges and Asset Impairments | ' | ' | ' | ' | ' | ' |
Number of employees terminated | ' | 37 | ' | ' | ' | ' |
Restructuring and asset impairment expense | ' | ' | $40,309 | ' | ' | ' |
Additional charges related to the facilities | ' | ' | 0 | ' | ' | 0 |
Other costs related to facility | ' | ' | ' | ' | ' | 0 |
Long-lived asset group that does not meet the criteria of held-for-sale | ' | ' | 1,391 | ' | ' | ' |
Restructuring reserves | ' | ' | ' | ' | ' | ' |
Restructuring charges as of the beginning of the period | 1,577 | ' | ' | 114 | 1,463 | ' |
Cash Payments | -156 | ' | ' | -32 | -124 | ' |
Restructuring charges at the end of the period | $1,421 | ' | ' | $82 | $1,339 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Income Taxes | ' | ' |
Effective tax rate (as a percent) | 37.80% | 44.30% |
Reconciliation of the beginning and ending amount of the consolidated liability for unrecognized tax benefits | ' | ' |
Unrecognized tax benefits, balance at the beginning of the period | $25,613 | ' |
Increases related to current year tax positions | 1,190 | ' |
Decreases related to prior year tax positions | -16 | ' |
Unrecognized tax benefits, balance at the end of the period | 26,787 | ' |
Income tax expense recorded related to interest of penalty accruals | 347 | ' |
Current unrecognized tax benefits | 1,157 | ' |
Estimated income taxes paid | $676 | $15,581 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Dec. 31, 2013 |
Pledged Collateral | ' | ' |
Assets pledged as collateral against customer deposits | $2,000 | ' |
Purchase Commitments | ' | ' |
Purchase commitments | ' | ' |
Estimated commitments to purchase raw materials, research and development and other services | 421,321 | 473,640 |
Period within which majority of commitments are due | '12 months | ' |
Amount accrued under purchase orders | 600 | ' |
Gross amount outstanding under purchase orders | $6,771 | ' |
Prepayment_Obligation_and_Conv2
Prepayment Obligation and Convertible Notes (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Jan. 23, 2014 | Nov. 15, 2013 | Oct. 31, 2013 | Mar. 29, 2014 |
Prepayment Agreement | Prepayment Agreement | Prepayment Agreement | Prepayment Agreement | |||
item | ||||||
Long-Term Debt and Revolving Credit Facility | ' | ' | ' | ' | ' | ' |
Prepayment agreement amount | ' | ' | ' | ' | $578,000 | ' |
Number of installments | ' | ' | ' | ' | 4 | ' |
Period of prepayment agreement | ' | ' | ' | ' | '5 years | ' |
Period for amortization of debt discount to interest expense | ' | ' | ' | ' | ' | '6 years |
Effective interest rate (as a percent) | ' | ' | ' | ' | ' | 7.49% |
Interest expense | 12,549 | 7,480 | ' | ' | ' | 4,419 |
First installment of prepayment agreement received | ' | ' | ' | 225,000 | ' | ' |
Second installment of prepayment agreement received | ' | ' | 111,000 | ' | ' | ' |
Prepayment obligation reflected within Long-Term Debt | ' | ' | ' | ' | ' | 262,974 |
Deferred revenue | ' | ' | ' | ' | ' | $79,054 |
Prepayment_Obligation_and_Conv3
Prepayment Obligation and Convertible Notes (Details 2) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Mar. 29, 2014 | Mar. 30, 2013 | Dec. 31, 2013 | Sep. 28, 2012 | Mar. 29, 2014 | Sep. 28, 2012 | Dec. 10, 2013 | Mar. 29, 2014 | Dec. 10, 2013 | |
3.00% Convertible Senior Notes due 2017 | 3.00% Convertible Senior Notes due 2017 | 3.00% Convertible Senior Notes due 2017 | 3.00% convertible senior notes due 2020 | 3.00% convertible senior notes due 2020 | 3.00% convertible senior notes due 2020 | ||||
Call options | Call options | ||||||||
Purchase | Purchase | ||||||||
Long-Term Debt and Revolving Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of convertible notes | ' | ' | ' | $220,000,000 | ' | ' | $214,000,000 | ' | ' |
Stated interest rate of notes issued (as a percent) | ' | ' | ' | 3.00% | 3.00% | ' | 3.00% | 3.00% | ' |
Net proceeds from notes issued after deducting fees paid to the initial purchasers and other offering costs | ' | ' | ' | 212,592,000 | ' | ' | 206,530,000 | ' | ' |
Debt instrument, initial conversion rate (as a percent) | ' | ' | ' | ' | 0.1297185 | ' | ' | 0.0825764 | ' |
Conversion ratio, principal amount | ' | ' | ' | ' | 1,000 | ' | ' | 1,000 | ' |
Debt Instrument, Convertible, Effective Conversion Price (in dollars per share) | ' | ' | ' | ' | ' | $7.71 | ' | ' | ' |
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be redeemable | ' | ' | ' | ' | '20 days | ' | ' | '20 days | ' |
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be redeemable | ' | ' | ' | ' | '30 days | ' | ' | '30 days | ' |
Convertibility of debt, closing price of stock test, percentage of stock price to conversion price that must be exceeded | ' | ' | ' | ' | 130.00% | ' | ' | 130.00% | ' |
Number of business days after five consecutive trading days during the note measurement period | ' | ' | ' | ' | '5 days | ' | ' | '5 days | ' |
Number of consecutive trading days before five consecutive business days during the note measurement period | ' | ' | ' | ' | '5 days | ' | ' | '5 days | ' |
Convertibility of debt, trading price of debt test, percentage of closing price of stock used in calculation | ' | ' | ' | ' | 98.00% | ' | ' | 98.00% | ' |
Number of consecutive trading days used in calculation of conversion obligation to be paid or delivered in cash, common shares or both | ' | ' | ' | ' | '40 days | ' | ' | '40 days | ' |
Effective interest rate on the liability component (as a percent) | ' | ' | ' | ' | 10.70% | ' | ' | 12.99% | ' |
Contractual coupon rate of interest | ' | ' | ' | ' | 1,632,000 | ' | ' | 1,596,000 | ' |
Amortization of issuance costs and debt discount | 345,000 | 1,609,000 | ' | ' | 3,113,000 | ' | ' | 2,317,000 | ' |
Interest expense - Convertible Notes | ' | ' | ' | ' | 4,745,000 | ' | ' | 3,913,000 | ' |
Principal balance | ' | ' | ' | ' | 220,000,000 | ' | ' | 214,000,000 | ' |
Discount, net of accumulated amortization | ' | ' | ' | ' | -48,973,000 | ' | ' | -96,027,000 | ' |
Carrying amount | ' | ' | ' | ' | 171,027,000 | ' | ' | 117,973,000 | ' |
Accumulated Amortization | 40,633,000 | ' | 37,657,000 | ' | 16,143,000 | ' | ' | 2,743,000 | ' |
Conversion price per share of common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $12.11 |
Principal amount required to be paid over the next four fiscal years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | ' | ' | ' | ' | 67,200,000 | ' | ' | 67,200,000 | ' |
2016 | ' | ' | ' | ' | 67,200,000 | ' | ' | 67,200,000 | ' |
2017 | ' | ' | ' | ' | 287,200,000 | ' | ' | 287,200,000 | ' |
2018 | ' | ' | ' | ' | 67,200,000 | ' | ' | 67,200,000 | ' |
2019 | ' | ' | ' | ' | 67,200,000 | ' | ' | 67,200,000 | ' |
2020 | ' | ' | ' | ' | 214,000,000 | ' | ' | 214,000,000 | ' |
Total | ' | ' | ' | ' | $770,000,000 | ' | ' | $770,000,000 | ' |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock-based compensation expense | $5,711 | $4,423 |
Unamortized share-based compensation expense | 31,651 | ' |
Weighted average remaining requisite service period | '1 year 8 months 1 day | ' |
Stock options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Awards granted (in shares) | 0 | ' |
Time-based restricted stock units | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Granted (in shares) | 1,297,000 | ' |
Total fair value of awards granted | 12,876 | ' |
Granted (in dollars per share) | $9.93 | ' |
Performance Based Restricted Stock Units | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Granted (in shares) | 593,000 | ' |
Total fair value of awards granted | $5,710 | ' |
Granted (in dollars per share) | $9.63 | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Increase (Decrease) in Stockholders' Equity | ' | ' |
Balance | $332,405 | ' |
Balance (in shares) | 134,463 | ' |
Net loss | -41,397 | -18,681 |
Other comprehensive loss | -466 | 1 |
Option exercises and vesting of restricted stock units | 5,465 | ' |
Share-based compensation expense | 4,972 | ' |
Excess tax deficiency from share-based award activity | 4,260 | ' |
Minimum tax withholdings payments for employee share-based awards | -3,415 | ' |
Balance | 301,824 | ' |
Balance (in shares) | 136,231 | ' |
Common Stock | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' |
Balance | 1,345 | ' |
Balance (in shares) | 134,463 | ' |
Option exercises and vesting of restricted stock units | 21 | ' |
Option exercises and vesting of restricted stock units (in shares) | 2,110 | ' |
Minimum tax withholdings payments for employee share-based awards | -4 | ' |
Minimum tax withholding payments for employee share-based awards (in shares) | -342 | ' |
Balance | 1,362 | ' |
Balance (in shares) | 136,231 | ' |
Additional Paid-in Capital | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' |
Balance | 355,916 | ' |
Option exercises and vesting of restricted stock units | 5,444 | ' |
Share-based compensation expense | 4,972 | ' |
Excess tax deficiency from share-based award activity | 4,260 | ' |
Minimum tax withholdings payments for employee share-based awards | -3,411 | ' |
Balance | 367,181 | ' |
Accumulated Deficit | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' |
Balance | -26,115 | ' |
Net loss | -41,397 | ' |
Balance | -67,512 | ' |
Accumulated Other Comprehensive Income (Loss) | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' |
Balance | 1,259 | ' |
Other comprehensive loss | -466 | ' |
Balance | $793 | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 29, 2014 |
Changes in accumulated balances of other comprehensive income | ' |
Balance at the beginning of the period | $1,259 |
Other comprehensive income (loss) | -466 |
Balance at the end of the period | 793 |
Unrealized Gains and Losses on Cash Flow Hedges | ' |
Changes in accumulated balances of other comprehensive income | ' |
Balance at the beginning of the period | -590 |
Other comprehensive income (loss) | 3 |
Balance at the end of the period | -587 |
Foreign Currency Items | ' |
Changes in accumulated balances of other comprehensive income | ' |
Balance at the beginning of the period | 1,849 |
Other comprehensive income (loss) | -469 |
Balance at the end of the period | $1,380 |
Earnings_Per_Share_Details
Earnings Per Share (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Weighted-average number of shares used in per share calculations: | ' | ' |
Weighted average common shares-basic | 135,432 | 119,348 |
Weighted average common and common equivalent shares-diluted | 135,432 | 119,348 |
Earnings_Per_Share_Details_2
Earnings Per Share (Details 2) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Stock options and restricted stock units | ' | ' |
Long-Term Debt and Revolving Credit Facility | ' | ' |
Anti-dilutive securities excluded from computation of earnings per share | 9,066 | 12,356 |
2017 & 2020 Notes | ' | ' |
Long-Term Debt and Revolving Credit Facility | ' | ' |
Anti-dilutive securities excluded from computation of earnings per share | 46,200 | ' |
Warrant transactions | ' | ' |
Long-Term Debt and Revolving Credit Facility | ' | ' |
Exercise price of shares of common stock that can be acquired upon exercise of warrants (in dollars per share) | 9.9328 | ' |
Warrant transactions | Maximum | ' | ' |
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 | ' |
Segment_and_Geographical_Infor2
Segment and Geographical Information (Details) (USD $) | 3 Months Ended | 3 Months Ended | |||||||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Aug. 24, 2011 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
item | Confluence Solar, Inc. | PV | PV | Polysilicon Business | Polysilicon Business | Sapphire Business | Sapphire Business | ||
Segment and Geographical Information | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | 3 | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information for the Company's business segments | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of outstanding shares of common stock (as a percent) | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Revenue | $22,510 | $57,776 | ' | $13,181 | $4,364 | $3,724 | $37,956 | $5,605 | $15,456 |
Gross margin | 1,358 | 13,615 | ' | 4,923 | -1,303 | 2,135 | 13,137 | -5,700 | 1,781 |
Research and development | 24,572 | 16,441 | ' | ' | ' | ' | ' | ' | ' |
Sales and marketing | 4,684 | 3,286 | ' | ' | ' | ' | ' | ' | ' |
General and administrative | 19,490 | 14,563 | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration expense | 2,375 | 336 | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | 2,858 | ' | ' | ' | ' | ' | ' | ' |
Amortization of intangible assets | 2,976 | 2,455 | ' | ' | ' | ' | ' | ' | ' |
Production start-up | 1,899 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss from operations | -54,638 | -26,324 | ' | ' | ' | ' | ' | ' | ' |
Interest income | 96 | 94 | ' | ' | ' | ' | ' | ' | ' |
Interest expense | -12,549 | -7,480 | ' | ' | ' | ' | ' | ' | ' |
Other, net | 508 | 190 | ' | ' | ' | ' | ' | ' | ' |
Loss before income taxes | ($66,583) | ($33,520) | ' | ' | ' | ' | ' | ' | ' |
Segment_and_Geographical_Infor3
Segment and Geographical Information (Details 2) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Dec. 31, 2013 |
Revenues and long-lived assets information | ' | ' | ' |
Revenue | $22,510 | $57,776 | ' |
Long-lived assets | 573,003 | ' | 359,982 |
Goodwill | 54,279 | ' | 54,279 |
Intangibles | 92,967 | ' | 95,943 |
China | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' |
Revenue | 11,159 | 18,738 | ' |
Long-lived assets | 495 | ' | 583 |
Korea | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' |
Revenue | 2,592 | 34,942 | ' |
Taiwan | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' |
Revenue | 3,695 | 598 | ' |
Long-lived assets | 58 | ' | 71 |
Other Asia | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' |
Revenue | 2,823 | 242 | ' |
Europe | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' |
Revenue | 694 | 462 | ' |
United States | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' |
Revenue | 1,542 | 2,776 | ' |
Long-lived assets | 515,895 | ' | 295,829 |
Intangible assets and goodwill | 147,245 | ' | 150,222 |
Other | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' |
Revenue | 5 | 18 | ' |
Luxembourg | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' |
Long-lived assets | 55,978 | ' | 57,812 |
Goodwill | 1,711 | ' | 1,711 |
Intangibles | 54,267 | ' | 56,101 |
Hongkong | ' | ' | ' |
Revenues and long-lived assets information | ' | ' | ' |
Long-lived assets | $577 | ' | $5,687 |