|
Quotes & Info
|
| ESLR > SEC Filings for ESLR > Form 10-K on 2-Mar-2009 | All Recent SEC Filings |
2-Mar-2009
Annual Report
On December 29, 2008, as part of ongoing efforts to lower overhead costs and
reduce overall cash requirements, we committed to a plan to cease operations at
our pilot manufacturing facility in Marlboro, Massachusetts. Production at the
facility ceased on December 31, 2008. Future advanced manufacturing piloting
activities will be performed at our Devens manufacturing facility. Almost all of
the Marlboro pilot manufacturing facility employees have transferred to the
Devens manufacturing facility to fill open positions associated with the second
phase of Devens. As a result of the cessation of manufacturing in Marlboro, we
recorded restructuring costs, principally non-cash charges, of approximately
$30.4 million associated with the write-off of manufacturing and development
equipment, inventory and leasehold improvements of the Marlboro pilot facility.
We may also incur occupancy, location restoration and moving costs of
approximately $4.0 to $5.0 million during 2009. We believe that closing the
Marlboro pilot facility and better utilizing existing equipment and facilities
at our research and development center and at our Devens manufacturing facility
will result in lower overhead costs and reduce overall cash requirements.
At December 31, 2008, we had approximately $178 million of cash, cash
equivalents and marketable securities, of which approximately $23 million was
due to Sovello as their sales agent. Through mid-2009, the completion of the
Devens factory, the first phase of our Midland factory and debt service interest
payments will require approximately $120 million, leaving approximately $35
million available to fund our operations. Throughout the first half of 2009, we
expect our working capital requirements will increase substantially as
production and shipments increase from our Devens facility. Assuming we are able
to execute our business plan as currently envisioned, we believe that our cash
on hand combined with our expected large working capital balances will provide
us with sufficient liquidity or access to liquidity to fund our operations and
planned capital programs for the next 12 months. We also believe that given the
current state of the worldwide economy and credit markets, it is prudent to
pursue short-term financing options, including but not limited to renegotiation
of existing or new working capital lines of credit, in order to provide us with
the most flexible liquidity protection possible. If adequate capital does not
become available when needed on acceptable terms, our ability to fund our
operations, further develop and expand our manufacturing operations and
distribution network, or otherwise respond to competitive pressures would be
significantly limited.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of consolidated financial statements in accordance with
generally accepted accounting principals requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities, if
applicable. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions. We believe the following critical accounting policies affect our
more significant judgments and estimates used in the preparation of our
consolidated financial statements.
Accounting for Sovello AG
On December 19, 2006, we became equal partners in Sovello with Q-Cells and
REC and now share equally in its prospective net income or loss. As a result of
our reduction in ownership to one-third, we are required to account for our
interest in Sovello under the equity method of accounting, as opposed to
consolidating the operating results of Sovello as we had in the past. Under the
equity method of accounting, we report our one-third share of Sovello's net
income or loss as a single line item in our statement of operations and our
investment in Sovello as a single line item in our balance sheet. We began
applying the equity method with respect to Sovello on December 20, 2006.
Until December 31, 2008, we marketed and sold all solar panels manufactured
by Sovello under the Evergreen Solar brand, and managed customer relationships
and contracts related to the sale of Sovello manufactured product. We receive
selling fees from Sovello in connection with our sales of Sovello manufactured
product and do not report gross revenue or cost of goods sold resulting from the
sale of Sovello's solar panels. During 2007 and 2008, we received a fee of 1.7%
and 1.6% of gross Sovello revenue relating to the sales and marketing of solar
panels. In addition, we received royalty payments for our ongoing technology
agreement with Sovello. Taken together, the sales and marketing fee and royalty
payments totaled approximately 6.0% and 5.2% of gross Sovello revenue for fiscal
2007 and 2008, respectively. We also received payments from Sovello of
approximately $1.9 million and $384,000 in fiscal 2007 and 2008, respectively,
to reimburse us for certain research and development and other support costs we
incurred that could benefit Sovello. Income statement classification of these
research and development reimbursement payments depend on how we are reimbursed.
The best efforts arrangement we maintain with Sovello allows for the
reimbursement to offset expenses whereas a specific performance arrangement
requires us to record both revenue and an offsetting cost of revenue. These
reimbursements in fiscal 2008 are therefore shown as a reduction of our
expenses.
Revenue Recognition and Allowance for Doubtful Accounts
We recognize product revenue if there is persuasive evidence of an agreement
with the customer, shipment has occurred, risk of loss has transferred to the
customer, the sales price is fixed or determinable, and collectability is
reasonably assured. The market for solar power products is emerging and rapidly
evolving. We currently sell our solar power products primarily to distributors,
system integrators and other value-added resellers within and outside of North
America, who typically resell our products to end users throughout the world.
For new customers requesting credit, we evaluate creditworthiness based on
credit applications, feedback from provided references, and credit reports from
independent agencies. For existing customers, we evaluate creditworthiness based
on payment history and any known changes in their financial condition. Royalty
and fee revenue are recognized at contractual rates upon shipment of product by
Sovello. Product revenues represented 100%, 83% and 85% for the years ended
December 31, 2006, 2007 and 2008, respectively. International product sales
accounted for approximately 63%, 18% and 42% for the years ended December 31,
2006, 2007 and 2008, respectively.
We also evaluate the facts and circumstances related to each sales
transaction and consider whether risk of loss has passed to the customer upon
shipment. We consider whether our customer is purchasing our product for stock,
and whether contractual or implied rights to return the product exist or whether
our customer has an end user contractually committed. To date, we have not
offered rights to return our products other than for normal warranty conditions.
We maintain allowances for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments. If the financial
condition of our customers were to deteriorate, such that their ability to make
payments was impaired, additional allowances could be required.
Warranty
Our current standard product warranty includes a five-year warranty period
for defects in material and workmanship and a 25-year warranty period for
declines in power performance. When we recognize revenue, we accrue a liability
for the estimated future costs of meeting our warranty obligations. We make and
revise this estimate based on the number of solar panels shipped and our
historical experience with warranty claims. During 2008, we re-evaluated
potential warranty exposure as a result of the substantial increase in
production volumes at our Devens, Massachusetts manufacturing facility. As such,
we increased our estimated future warranty costs to approximately $1.2 million
as of December 31, 2008.
We engage in product quality programs and processes, including monitoring and
evaluating the quality of component suppliers, in an effort to ensure the
quality of our product and reduce our warranty exposure. Our warranty obligation
will be affected not only by our product failure rates, but also the costs to
repair or replace failed products and potential service and delivery costs
incurred in correcting a product failure. If our actual product failure rates,
repair or replacement costs, or service or delivery costs differ from these
estimates, accrued warranty costs would be adjusted in the period that such
events or costs become known.
Stock-based Compensation
We measure compensation cost arising from the grant of share-based payments
to employees at fair value and recognize such cost in income over the period
during which the employee is required to provide service in exchange for the
award, usually the vesting period, in accordance with the provisions of
Statement of Financial Accounting Standards No. 123 - (revised 2004),
"Share-Based Payment"("SFAS 123R"). We selected the modified prospective method
for implementing SFAS 123R and began applying the provisions to stock-based
awards granted on or after January 1, 2006, plus any unvested awards granted
prior to January 1, 2006. Total equity compensation expense recognized during
the years ended December 31, 2006, 2007 and 2008, was approximately
$5.1 million, $6.4 million and $7.2 million, respectively. Stock-based
compensation cost is measured at the grant date based on the fair value of the
award and is recognized as expense on a straight-line basis over the awards'
service periods, which are the vesting periods, less estimated forfeitures.
Estimated compensation for grants that were outstanding as of January 1, 2006
will be recognized over the remaining service period using the compensation cost
estimated for the SFAS 123R pro forma disclosures for prior periods.
During 2007 and 2006, we granted 900,000 shares and 800,000 shares,
respectively, of performance-based restricted stock, all of which immediately
vest upon the achievement of specific financial performance targets prior to
2012 and 2011, respectively. Of the 1.7 million shares granted, 100,000 shares
have since been cancelled due to an employee termination. We have assumed that
none of these performance-based awards will vest and accordingly have not
provided for compensation expense associated with the awards. We periodically
evaluate the likelihood of reaching the performance
requirements and will be required to recognize compensation expense of
approximately $18.2 million associated with these performance-based awards if
such awards should vest.
See Note 11 of our consolidated financial statements for further information
regarding our stock-based compensation assumptions and expenses.
Inventory
Inventory is valued at the lower of cost or market determined on a first-in,
first-out basis. Certain factors may impact the net realizable value of our
inventory including, but not limited to, technological changes, market demand,
changes in product mix strategy, new product introductions and significant
changes to our cost structure. Estimates of reserves are made for obsolescence
based on the current product mix on hand and its expected net realizable value.
If actual market conditions are less favorable or other factors arise that are
significantly different than those anticipated by management, additional
inventory write-downs or increases in obsolescence reserves may be required. We
consider lower of cost or market adjustments and inventory reserves as an
adjustment to the cost basis of the underlying inventory. Accordingly, favorable
changes in market conditions are not recorded to inventory in subsequent
periods. In addition, we have made non-refundable prepayments under several of
our multi-year polysilicon supply agreements which are presented on the balance
sheet in Prepaid Cost of Inventory. These prepayments will be amortized as an
additional cost of inventory as we receive and utilize the silicon. The
prepayments are classified as short-term based upon the value of silicon
contracted to be delivered during the next twelve months. The Company carries
these prepayments on its balance sheet at cost and periodically evaluates the
status of the vendor's underlying project intended to fulfill the silicon
contract.
Impairment of Long-lived Assets
Our policy regarding long-lived assets is to evaluate the recoverability or
usefulness of these assets when the facts and circumstances suggest that these
assets may be impaired. This analysis relies on a number of factors, including
changes in strategic direction, business plans, regulatory developments,
economic and budget projections, technological improvements, and operating
results. The test of recoverability or usefulness is a comparison of the asset
value to the undiscounted cash flow of its expected cumulative net operating
cash flow over the asset's remaining useful life. If such a test indicates that
an impairment exists, then the asset is written down to its estimated fair
value. Any write-downs would be treated as permanent reductions in the carrying
amounts of the assets and an operating loss would be recognized. To date, we
have had recurring operating losses and the recoverability of our long-lived
assets is contingent upon executing our business plan that includes further
reducing our manufacturing costs and significantly increasing sales. If we are
unable to execute our business plan, we may be required to write down the value
of our long-lived assets in future periods.
Income Taxes
We are required to estimate our income taxes in each of the jurisdictions in
which we operate as part of our consolidated financial statements. This involves
estimating the actual current tax in addition to assessing temporary differences
resulting from differing treatments for tax and financial accounting purposes.
These differences together with net operating loss carryforwards and tax credits
may be recorded as deferred tax assets or liabilities on the balance sheet. A
judgment must then be made of the likelihood that any deferred tax assets will
be recovered from future taxable income. To the extent that we determine that it
is more likely than not that deferred tax assets will not be utilized, a
valuation allowance is established. Taxable income in future periods
significantly different from that projected may cause adjustments to the
valuation allowance that could materially increase or decrease future income tax
expense.
Results of Operations
Description of Our Revenues, Costs and Expenses
Revenues. Our total revenues consist of revenues from the sale of products,
royalty revenue associated with our ongoing technology agreement with Sovello,
and fees from Sovello for our marketing and selling activities associated with
sales of product manufactured by Sovello under the Evergreen Solar brand.
Product revenues consist of revenues primarily from the sale of solar cells,
panels and systems. Reported product revenues represented 100%, 83% and 85% of
total revenues, in 2006, 2007 and 2008, respectively. International product
sales accounted for approximately 63%, 18% and 42% of total product revenues for
the years ended December 31, 2006, 2007 and 2008, respectively.
Cost of revenues. Cost of product revenues consists primarily of material
expenses, salaries and related personnel costs, including stock based
compensation, depreciation expense, maintenance, rent and other support expenses
associated with the manufacture of our solar power products.
Research and development expenses. Research and development expenses consist
primarily of salaries and related personnel costs, including stock based
compensation costs, consulting expenses and prototype costs related to the
design, engineering, development, testing and enhancement of our products,
manufacturing equipment and manufacturing technology. We expense our research
and development costs as incurred. We also may receive payments from Sovello and
other third parties as reimbursement of certain research and development costs
we will incur. We believe that research and development is critical to our
strategic objectives of enhancing our technology, reducing manufacturing costs
and meeting the changing requirements of our customers.
Selling, general and administrative expenses. Selling, general and
administrative expenses consist primarily of salaries and related personnel
costs, including stock based compensation costs, employee recruiting costs,
accounting and legal fees, rent, insurance and other selling and administrative
expenses. We expect that selling expenses will continue to increase
substantially in absolute dollars as we increase our sales efforts to support
our anticipated growth, hire additional sales personnel and initiate additional
marketing programs.
Facility start-up. Facility startup expenses consist primarily of salaries
and personnel-related costs and the cost of operating a new facility before it
has been qualified for full production. It also includes all expenses related to
the selection of a new site and the related legal and regulatory costs and the
costs to maintain our plant expansion program, to the extent we cannot
capitalize these expenditures. We expect to incur significant facility start-up
expenses as we continue to plan and qualify new facilities.
Restructuring charges. Restructuring charges consist of costs associated with
the closure of our Marlboro pilot manufacturing facility on December 31, 2008.
The charges primarily include severance costs, and the write-off of
manufacturing equipment, leasehold improvements and inventory.
Other income (expense), net. Other income (expense) consists of interest
income primarily from interest earned on the holding of short-term marketable
securities, bond premium amortization (or discount accretion), interest expense
on outstanding debt and net foreign exchange gains and losses.
Equity income from interest in Sovello AG. As of December 20, 2006, we began
accounting for our share of Sovello's results under the equity method of
accounting, which requires us to record our one-third share of Sovello's net
income or loss as one line item in our consolidated statement of operations.
During the period from December 20, 2006 to December 31, 2006, Sovello recorded
approximately $1.5 million in net income, of which we recorded approximately
$495,000 in our consolidated statement of operations. For the years ended
December 31, 2007 and 2008, Sovello recorded approximately $6.5 million and
$26.4 million in net income, respectively, of which we recorded approximately
$2.2 million and $8.4 million net of withholding taxes, respectively, in our
consolidated statement of operations.
Minority interest. Through December 19, 2006, we consolidated the financial
results of Sovello in our financial statements. Through December 19, 2006,
Sovello incurred losses of $2.4 million, which are consolidated in our financial
statements. However, $849,000 of those losses represents the portion of Sovello
losses attributable to the Q-Cells and REC minority interests for the period
ended December 19, 2006.
COMPARISON OF YEARS ENDED DECEMBER 31, 2008 AND 2007
Revenues. Our product revenues for the year ended December 31, 2008 were
$95.2 million, an increase of 63% or $36.9 million from $58.3 million for the
year-ended December 31, 2007. This increase in product revenues resulted from an
increase in sales volume of 61%which was generated from our new Devens facility
which began shipping product late in the third quarter. To a lesser extent,
product revenues benefited from higher average selling prices of approximately
2% that primarily resulted from a geographic shift in sales to Europe. Royalty
revenue and marketing and selling fees from Sovello for the year ended
December 31, 2008 were $16.7 million, an increase 45% or $5.2 million from
$11.5 million for the year ended December 31, 2007. The increase in royalty
revenue and marketing and selling fees from Sovello was mainly due to the
increased sales volume at Sovello which started production at its second
facility in the second quarter of 2007.
International product revenues accounted for 42% and 18% of total product
revenues for the years ended December 31, 2008 and 2007, respectively.
Throughout most of 2007 orders were largely fulfilled based upon geography. More
than half of the product produced at Sovello was distributed to customers in
Europe and the majority of the product produced at our Marlboro facility was
distributed to customers in the United States which allowed us to efficiently
manage worldwide distribution of product. However, during 2008 approximately 40%
of our product shipments have been to Europe in order to respond to specific
customer demand. As we increase our own capacity with the completion of our
Devens facility, we expect that we will continually adjust our distribution
strategy as markets for solar energy rapidly develop and change.
The following table summarizes the concentration of our product revenues by
geography and customer:
2007 2008
By geography:
United States 82 % 58 %
Germany 7 % 28 %
All other 11 % 14 %
100 % 100 %
By customer:
SunPower Corporation 31 % 31 %
Ralos Verriebs GmbH 1 % 15 %
SunEdison 14 % 2 %
groSolar 12 % 4 %
All other 42 % 48 %
100 % 100 %
|
Cost of product revenues and gross margin. Our cost of product revenues for the year ended December 31, 2008 was $93.1 million, an increase of approximately $40.2 million, or 76%, from $52.8 million for the year ended December 31, 2007. Gross margin for the year ended December 31, 2008 was 16.9% as compared to 24.4% for the year ended December 31, 2007. The decrease in gross margin primarily resulted from higher costs associated with the initial production at our new Devens facility and lower support costs allocated to research and development supporting pilot programs. These higher costs were offset by higher royalty and selling fees associated with the increase in Sovello's sales volume, higher silicon scrap sales and the increase in the volume of our product sales. These . . .
|
|