exv99w1
EXHIBIT 99.1
CANADIAN SOLAR INC.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2008 and June 30, 2009 |
|
|
F-1 |
|
Unaudited Condensed Consolidated Statements of Operations for the Six-month Periods
Ended June 30, 2008 and 2009 |
|
|
F-2 |
|
Unaudited Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive
Income for the Six-month Periods Ended June 30, 2008 and 2009 |
|
|
F-3 |
|
Unaudited Condensed Consolidated Statements of Cash Flows for the Six-month Periods
Ended June 30, 2008 and 2009 |
|
|
F-4 |
|
Notes to the Unaudited Condensed Consolidated Financial Statements |
|
|
F-6 |
|
CANADIAN SOLAR INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
June 30, 2009 |
|
|
$ |
|
$ |
ASSETS
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
115,661 |
|
|
|
86,832 |
|
Restricted cash |
|
|
20,622 |
|
|
|
158,558 |
|
Accounts receivable, net of allowance for
doubtful accounts of $5,606 and $5,091 on
December 31, 2008 and June 30, 2009,
respectively |
|
|
51,611 |
|
|
|
115,679 |
|
Inventories |
|
|
92,683 |
|
|
|
107,635 |
|
Value added tax recoverable |
|
|
15,900 |
|
|
|
18,728 |
|
Advances to suppliers |
|
|
24,654 |
|
|
|
19,572 |
|
Foreign currency derivative assets |
|
|
6,974 |
|
|
|
— |
|
Prepaid expenses and other current assets |
|
|
10,910 |
|
|
|
15,809 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
339,015 |
|
|
|
522,813 |
|
Property, plant and equipment, net |
|
|
165,542 |
|
|
|
172,348 |
|
Deferred tax assets |
|
|
6,966 |
|
|
|
6,537 |
|
Advances to suppliers |
|
|
43,087 |
|
|
|
43,582 |
|
Prepaid land use right |
|
|
12,782 |
|
|
|
12,658 |
|
Investment |
|
|
3,000 |
|
|
|
3,000 |
|
Other non-current assets |
|
|
263 |
|
|
|
219 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
570,655 |
|
|
|
761,157 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
Current liabilities: |
|
|
|
|
|
|
|
|
Short-term borrowings |
|
|
110,665 |
|
|
|
266,744 |
|
Accounts payable |
|
|
29,957 |
|
|
|
59,536 |
|
Amounts due to related parties |
|
|
94 |
|
|
|
41 |
|
Other payables |
|
|
24,043 |
|
|
|
21,810 |
|
Advances from customers |
|
|
3,571 |
|
|
|
4,107 |
|
Foreign currency derivative liabilities |
|
|
— |
|
|
|
169 |
|
Other current liabilities |
|
|
4,333 |
|
|
|
6,608 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
172,663 |
|
|
|
359,015 |
|
Accrued warranty costs |
|
|
10,847 |
|
|
|
12,190 |
|
Convertible notes |
|
|
830 |
|
|
|
848 |
|
Long-term borrowings |
|
|
45,357 |
|
|
|
30,738 |
|
Liability for uncertain tax positions |
|
|
8,704 |
|
|
|
9,882 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
238,401 |
|
|
|
412,673 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 11) |
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
Common shares — no par value: unlimited authorized shares,
35,744,563 and 35,781,293 shares
issued and outstanding at December 31,
2008 and June 30, 2009, respectively |
|
|
395,154 |
|
|
|
395,252 |
|
Additional paid-in capital |
|
|
(66,705 |
) |
|
|
(63,548 |
) |
Retained earnings (Accumulated deficit) |
|
|
(11,104 |
) |
|
|
1,783 |
|
Accumulated other comprehensive income |
|
|
14,909 |
|
|
|
14,997 |
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity |
|
|
332,254 |
|
|
|
348,484 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
570,655 |
|
|
|
761,157 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-1
CANADIAN SOLAR INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of U.S. Dollars, Except Share And Per Share Data)
|
|
|
|
|
|
|
|
|
|
|
Six-month Periods Ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
Net revenues |
|
|
383,820 |
|
|
|
163,641 |
|
Cost of revenues |
|
|
322,509 |
|
|
|
144,456 |
|
|
|
|
|
|
|
|
Gross profit |
|
|
61,311 |
|
|
|
19,185 |
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Selling expenses |
|
|
5,357 |
|
|
|
5,110 |
|
General and administrative expenses |
|
|
11,911 |
|
|
|
10,928 |
|
Research and development expenses |
|
|
749 |
|
|
|
1,000 |
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
18,017 |
|
|
|
17,038 |
|
|
|
|
|
|
|
|
Income from operations |
|
|
43,294 |
|
|
|
2,147 |
|
Other income (expenses): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(6,332 |
) |
|
|
(4,167 |
) |
Interest income |
|
|
161 |
|
|
|
3,412 |
|
Gain on debt extinguishment |
|
|
2,430 |
|
|
|
— |
|
Debt conversion inducement expense |
|
|
(10,170 |
) |
|
|
— |
|
Gain on foreign currency derivatives |
|
|
— |
|
|
|
10,316 |
|
Foreign exchange gain |
|
|
7,693 |
|
|
|
3,162 |
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
37,076 |
|
|
|
14,870 |
|
Income tax expense |
|
|
(6,428 |
) |
|
|
(1,983 |
) |
|
|
|
|
|
|
|
Net income |
|
|
30,648 |
|
|
|
12,887 |
|
|
|
|
|
|
|
|
Earnings per share-basic |
|
$ |
1.10 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
Shares used in computation-basic |
|
|
27,738,862 |
|
|
|
35,692,919 |
|
|
|
|
|
|
|
|
Earnings per share-diluted |
|
$ |
1.05 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
Shares used in computation-diluted |
|
|
29,210,678 |
|
|
|
35,802,842 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
CANADIAN SOLAR INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(In Thousands of U.S. Dollars, Except Share Data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Retained |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Earnings |
|
|
Other |
|
|
Total |
|
|
Total |
|
|
|
Common |
|
|
Paid-in |
|
|
(Accumulated |
|
|
Comprehensive |
|
|
Stockholders’ |
|
|
Comprehensive |
|
|
|
Shares |
|
|
Capital |
|
|
Deficit) |
|
|
Income |
|
|
Equity |
|
|
Income |
|
|
|
Number |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Balance at December 31, 2008 |
|
|
35,744,563 |
|
|
|
395,154 |
|
|
|
(66,705 |
) |
|
|
(11,104 |
) |
|
|
14,909 |
|
|
|
332,254 |
|
|
|
|
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
3,157 |
|
|
|
— |
|
|
|
— |
|
|
|
3,157 |
|
|
|
|
|
Exercise of stock options |
|
|
36,730 |
|
|
|
98 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
98 |
|
|
|
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,887 |
|
|
|
— |
|
|
|
12,887 |
|
|
|
12,887 |
|
Foreign currency translation
adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
88 |
|
|
|
88 |
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2009 |
|
|
35,781,293 |
|
|
|
395,252 |
|
|
|
(63,548 |
) |
|
|
1,783 |
|
|
|
14,997 |
|
|
|
348,484 |
|
|
|
12,975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Earnings |
|
|
Other |
|
|
Total |
|
|
Total |
|
|
|
Common |
|
|
Paid-in |
|
|
(Accumulated |
|
|
Comprehensive |
|
|
Stockholders’ |
|
|
Comprehensive |
|
|
|
Shares |
|
|
Capital |
|
|
Deficit) |
|
|
Income |
|
|
Equity |
|
|
Income |
|
|
|
Number |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Balance at December 31, 2007 |
|
|
27,320,389 |
|
|
|
97,454 |
|
|
|
34,636 |
|
|
|
(3,570 |
) |
|
|
5,981 |
|
|
|
134,501 |
|
|
|
|
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
4,535 |
|
|
|
— |
|
|
|
— |
|
|
|
4,535 |
|
|
|
|
|
Conversion of convertible
notes |
|
|
3,966,841 |
|
|
|
182,550 |
|
|
|
(110,443 |
) |
|
|
— |
|
|
|
— |
|
|
|
72,107 |
|
|
|
|
|
Other |
|
|
478,815 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Exercise of stock options |
|
|
337,993 |
|
|
|
1,825 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,825 |
|
|
|
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30,648 |
|
|
|
— |
|
|
|
30,648 |
|
|
|
30,648 |
|
Foreign currency translation
adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,151 |
|
|
|
8,151 |
|
|
|
8,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2008 |
|
|
32,104,038 |
|
|
|
281,829 |
|
|
|
(71,272 |
) |
|
|
27,078 |
|
|
|
14,132 |
|
|
|
251,767 |
|
|
|
38,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
CANADIAN SOLAR INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
Six-month Periods Ended June 30, |
|
|
2008 |
|
2009 |
|
|
$ |
|
$ |
Operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
|
30,648 |
|
|
|
12,887 |
|
Adjustments to reconcile net income to net cash used in
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,944 |
|
|
|
9,495 |
|
Loss on disposal of property, plant and equipment |
|
|
— |
|
|
|
201 |
|
Allowance for doubtful debts |
|
|
210 |
|
|
|
(595 |
) |
Write down of inventories |
|
|
2,012 |
|
|
|
(6,875 |
) |
Gain on debt extinguishment |
|
|
(2,430 |
) |
|
|
— |
|
Change in fair value of foreign currency derivatives |
|
|
— |
|
|
|
7,143 |
|
Amortization of discount on debt |
|
|
1,163 |
|
|
|
17 |
|
Share-based compensation |
|
|
4,535 |
|
|
|
3,157 |
|
Debt conversion inducement expense |
|
|
10,170 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Inventories |
|
|
(16,721 |
) |
|
|
(8,037 |
) |
Accounts receivable |
|
|
(80,905 |
) |
|
|
(63,588 |
) |
Value added tax recoverable |
|
|
(4,141 |
) |
|
|
(2,821 |
) |
Advances to suppliers |
|
|
300 |
|
|
|
4,721 |
|
Prepaid expenses and other current assets |
|
|
(236 |
) |
|
|
(4,819 |
) |
Accounts payable |
|
|
3,434 |
|
|
|
29,562 |
|
Other payables |
|
|
2,496 |
|
|
|
1,103 |
|
Advances from customers |
|
|
8,766 |
|
|
|
533 |
|
Amounts due to related parties |
|
|
(229 |
) |
|
|
(53 |
) |
Accrued warranty costs |
|
|
3,772 |
|
|
|
1,343 |
|
Other current liabilities |
|
|
9,790 |
|
|
|
2,274 |
|
Prepaid land use right |
|
|
(4,053 |
) |
|
|
129 |
|
Liability for uncertain tax positions |
|
|
2,719 |
|
|
|
1,178 |
|
Deferred taxes |
|
|
(2,812 |
) |
|
|
352 |
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(28,568 |
) |
|
|
(12,693 |
) |
|
|
|
|
|
|
|
|
|
(Continued)
F-4
|
|
|
|
|
|
|
|
|
|
|
Six-month Periods Ended June 30, |
|
|
2008 |
|
2009 |
|
|
$ |
|
$ |
Investing activities: |
|
|
|
|
|
|
|
|
Increase in restricted cash |
|
|
(17,480 |
) |
|
|
(137,870 |
) |
Purchase of property, plant and equipment |
|
|
(37,586 |
) |
|
|
(19,733 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(55,066 |
) |
|
|
(157,603 |
) |
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
Proceeds from short-term borrowings |
|
|
104,859 |
|
|
|
187,068 |
|
Proceeds from related-parties borrowings |
|
|
30,000 |
|
|
|
— |
|
Repayment of short-term borrowings |
|
|
(56,597 |
) |
|
|
(60,360 |
) |
Proceeds from long-term borrowings |
|
|
29,423 |
|
|
|
14,630 |
|
Issuance cost paid on convertible notes |
|
|
(382 |
) |
|
|
— |
|
Proceeds from exercise of stock options |
|
|
1,825 |
|
|
|
98 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
109,128 |
|
|
|
141,436 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes |
|
|
1,977 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
27,471 |
|
|
|
(28,829 |
) |
Cash and cash equivalents at the beginning of the period |
|
|
37,667 |
|
|
|
115,661 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
|
65,138 |
|
|
|
86,832 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Interest paid |
|
|
(5,486 |
) |
|
|
(4,587 |
) |
|
|
|
|
|
|
|
|
|
Income taxes paid |
|
|
(1,631 |
) |
|
|
(1,120 |
) |
|
|
|
|
|
|
|
|
|
Supplemental schedule of non-cash activities: |
|
|
|
|
|
|
|
|
Property, plant and equipment cost included in other payables |
|
|
(3,772 |
) |
|
|
(14,001 |
) |
|
|
|
|
|
|
|
|
|
Conversion of convertible notes to stockholders’ equity |
|
|
72,107 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated
financial statements.
F-5
CANADIAN SOLAR INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2008 AND 2009
(In Thousands of U.S. Dollars, Except Share And Per Share Data And Unless Otherwise Stated)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Canadian Solar Inc. (“CSI”) was incorporated pursuant to the laws of the Province of Ontario
in October 2001, and changed its jurisdiction by continuing under the Canadian federal corporate
statute, the Canada Business Corporations Act, or CBCA, effective June 1, 2006.
CSI and its subsidiaries (collectively, the “Company”) are principally engaged in the design,
development, manufacturing and marketing of solar power products for global markets. During the
periods covered by the unaudited condensed consolidated financial statements, substantially all of
the Company’s business was conducted through both CSI and the following operating subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
Date of |
|
Place of |
|
Percentage of |
|
Subsidiary |
|
Incorporation |
|
Incorporation |
|
Ownership |
|
|
|
|
|
|
|
|
|
|
CSI Solartronics (Changshu) Co., Ltd. |
|
November 23, 2001 |
|
PRC |
|
|
100 |
% |
CSI Solar Technologies Inc. |
|
August 8, 2003 |
|
PRC |
|
|
100 |
% |
CSI Solar Manufacture Inc. |
|
January 7, 2005 |
|
PRC |
|
|
100 |
% |
CSI Central Solar Power Co., Ltd. |
|
February 24, 2006 |
|
PRC |
|
|
100 |
% |
Changshu CSI Advanced Solar Inc. |
|
August 1, 2006 |
|
PRC |
|
|
100 |
% |
CSI Cells Co., Ltd. |
|
August 23, 2006 |
|
PRC |
|
|
100 |
% |
Canadian Solar (USA) Inc. |
|
June 8, 2007 |
|
USA |
|
|
100 |
% |
CSI Solar Power Inc. |
|
April 28, 2008 |
|
PRC |
|
|
100 |
% |
Canadian Solar Japan Inc. |
|
June 21, 2009 |
|
Japan |
|
|
100 |
% |
Canadian Solar Solutions Inc. |
|
June 22, 2009 |
|
Canada |
|
|
100 |
% |
2. BASIS OF PRESENTATION
The Company is responsible for the unaudited condensed consolidated financial statements
included in this document, which have been prepared in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) and include all normal and recurring
adjustments that management of the Company considers necessary for a fair presentation of its
financial position and operating results. The Company prepared these statements following the
requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. As
permitted under those rules, the Company condensed or omitted certain footnotes or other financial
information that are normally required by GAAP for annual financial statements. These statements
should be read in combination with the consolidated financial statements in the Company’s Annual
Report on Form 20-F and its subsequent amendments, if any, for the fiscal year ended December 31,
2008.
3. ACCOUNTING CHANGES
In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion 14-1, Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial
Cash Settlement) (“FSP APB 14-1”). FSP APB 14-1 requires recognition of both the liability and
equity components of convertible debt instruments with cash settlement features. The debt component
is required to be recognized at the fair value of a similar instrument that does not have an
associated equity component. The equity component is recognized as the difference between the
proceeds from the issuance of the note and the fair value of the liability. FSP APB 14-1 also
requires an accretion of the resulting debt discount over the expected life of the debt. This FSP
was effective since January 1, 2009 and applied retrospectively to all periods presented.
F-6
3. ACCOUNTING CHANGES — continued
The impact of adoption of FSP APB 14-1 on the unaudited condensed consolidated financial
statement line items as of December 31, 2008 and for six-month periods ended June 30, 2008 was
illustrated in the following tables. Since the majority of the convertible notes were converted
into common shares in June 2008, the accounting change did not have material impact on the
financial statements for the six-month period ended June 30, 2009.
Unaudited Condensed Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six-month Period Ended June 30, 2008 |
|
|
As Originally |
|
As |
|
Effect of |
|
|
Reported |
|
Adjusted |
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(5,408 |
) |
|
|
(6,332 |
) |
|
|
(924 |
) |
Gain on debt extinguishment |
|
|
— |
|
|
|
2,430 |
|
|
|
2,430 |
|
Foreign exchange gain |
|
|
7,574 |
|
|
|
7,693 |
|
|
|
119 |
|
Income before income taxes |
|
|
35,451 |
|
|
|
37,076 |
|
|
|
1,625 |
|
Income tax expense |
|
|
(5,909 |
) |
|
|
(6,428 |
) |
|
|
(519 |
) |
Net income |
|
|
29,542 |
|
|
|
30,648 |
|
|
|
1,106 |
|
Unaudited Condensed Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008 |
|
|
As Originally |
|
As |
|
Effect of |
|
|
Reported |
|
Adjusted |
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
10,918 |
|
|
|
10,910 |
|
|
|
(8 |
) |
Total current assets |
|
|
339,023 |
|
|
|
339,015 |
|
|
|
(8 |
) |
Deferred tax assets |
|
|
6,998 |
|
|
|
6,966 |
|
|
|
(32 |
) |
Other non-current assets |
|
|
299 |
|
|
|
263 |
|
|
|
(36 |
) |
Total assets |
|
|
570,731 |
|
|
|
570,655 |
|
|
|
(76 |
) |
Convertible notes |
|
|
1,000 |
|
|
|
830 |
|
|
|
(170 |
) |
Total liabilities |
|
|
238,571 |
|
|
|
238,401 |
|
|
|
(170 |
) |
Common shares |
|
|
294,707 |
|
|
|
395,154 |
|
|
|
100,447 |
|
Additional paid-in capital |
|
|
35,538 |
|
|
|
(66,705 |
) |
|
|
(102,243 |
) |
Accumulated deficit |
|
|
(12,994 |
) |
|
|
(11,104 |
) |
|
|
1,890 |
|
Total stockholders’ equity |
|
|
332,160 |
|
|
|
332,254 |
|
|
|
94 |
|
Total liabilities and stockholders’ equity |
|
|
570,731 |
|
|
|
570,655 |
|
|
|
(76 |
) |
4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets-an
amendment of FASB Statement No. 140”. The statement improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity provides in its
financial statements about a transfer of financial assets; the effects of a transfer on its
financial position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. This Statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period and for interim and annual
reporting periods thereafter. Earlier application is prohibited. The Company is currently
evaluating the impact of this statement on its consolidated financial statements.
F-7
4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS — continued
In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”), which modifies how a company determines when an entity that is insufficiently
capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS
167 clarifies that the determination of whether a company is required to consolidate an entity is
based on, among other things, an entity’s purpose and design and a company’s ability to direct the
activities of the entity that most significantly impact the entity’s economic performance. SFAS 167
requires an ongoing reassessment of whether a company is the primary beneficiary of a variable
interest entity. SFAS 167 also requires additional disclosures about a company’s involvement in
variable interest entities and any significant changes in risk exposure due to that involvement.
SFAS 167 is effective for fiscal years beginning after November 15, 2009. The Company does not
expect that the adoption of SFAS 167 will have an impact on the consolidated financial statements.
In June 2009, the FASB issued SFAS No. 168, “The ‘FASB Accounting Standards Codification’ and
the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 establishes the
FASB Accounting Standards Codification (“Codification”), which officially commenced July 1, 2009,
to become the source of authoritative U.S. GAAP recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission
(‘SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for
SEC registrants. The subsequent issuances of new standards will be in the form of Accounting
Standards Updates that will be included in the Codification. Generally, the Codification is not
expected to change U.S. GAAP. All other accounting literature excluded from the Codification will
be considered nonauthoritative. SFAS No. 168 is effective for financial statements issued for
interim and annual periods ending after September 15, 2009. Effective July 1, 2009, the Company
adopted SFAS 168 on its financial statement disclosures as all future references to authoritative
accounting literature will be referenced in accordance with the Codification.
5. INVENTORIES
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
At December 31, |
|
At June 30, |
|
|
2008 |
|
2009 |
|
|
$ |
|
$ |
Raw materials |
|
|
46,122 |
|
|
|
39,515 |
|
Work-in-process |
|
|
17,221 |
|
|
|
50,773 |
|
Finished goods |
|
|
29,340 |
|
|
|
17,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
92,683 |
|
|
|
107,635 |
|
|
|
|
|
|
|
|
|
|
6. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
At December 31, |
|
At June 30, |
|
|
2008 |
|
2009 |
|
|
$ |
|
$ |
Buildings |
|
|
23,855 |
|
|
|
43,742 |
|
Leasehold improvements |
|
|
1,675 |
|
|
|
2,194 |
|
Machinery |
|
|
72,018 |
|
|
|
98,737 |
|
Furniture, fixtures and equipment |
|
|
5,570 |
|
|
|
5,758 |
|
Motor vehicles |
|
|
1,055 |
|
|
|
1,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
104,173 |
|
|
|
151,561 |
|
Less: Accumulated depreciation |
|
|
(11,889 |
) |
|
|
(20,919 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
92,284 |
|
|
|
130,642 |
|
Construction in process |
|
|
73,258 |
|
|
|
41,706 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
165,542 |
|
|
|
172,348 |
|
|
|
|
|
|
|
|
|
|
Depreciation expense was $2,925 and $9,395 for the six-month periods ended June 30, 2008 and
2009, respectively. Construction in process represents production facilities under construction.
F-8
7. FAIR VALUE MEASUREMENT
On January 1, 2008, the Company adopted SFAS 157, Fair Value Measurements (“SFAS 157”). SFAS
157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP
and expands financial statement disclosure requirements for fair value measurements. The Company’s
adoption of SFAS 157 was limited to its financial assets and financial liabilities in 2008, as
permitted by FSP 157-2. Starting from January 1, 2009, the Company had fully adopted SFAS 157. The
Company does not have any non financial assets or non financial liabilities that it recognizes or
discloses at fair value in its financial statements on a recurring basis. The implementation of the
fair value measurement guidance of SFAS 157 did not result in any material changes to the carrying
values of the Company’s financial instruments on its opening balance sheet on January 1, 2008.
SFAS 157 defines fair value as the price that would be received from the sale of an asset or
paid to transfer a liability (an exit price) on the measurement date in an orderly transaction
between market participants in the principal or most advantageous market for the asset or
liability. SFAS 157 specifies a hierarchy of valuation techniques, which is based on whether the
inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
|
• |
|
Level 1 — Valuation techniques in which all significant inputs are unadjusted quoted
prices from active markets for assets or liabilities that are identical to the assets or
liabilities being measured. |
|
|
• |
|
Level 2 — Valuation techniques in which significant inputs include quoted prices from
active markets for assets or liabilities that are similar to the assets or liabilities
being measured and/or quoted prices for assets or liabilities that are identical or
similar to the assets or liabilities being measured from markets that are not active.
Also, model-derived valuations in which all significant inputs and significant value
drivers are observable in active markets are Level 2 valuation techniques. |
|
|
• |
|
Level 3 — Valuation techniques in which one or more significant inputs or significant
value drivers are unobservable. Unobservable inputs are valuation technique inputs that
reflect the Company’s own assumptions about the assumptions that market participants would
use in pricing an asset or liability. |
When available, the Company uses quoted market prices to determine the fair value of an asset
or liability. If quoted market prices are not available, the Company measures fair value using
valuation techniques that use, when possible, current market-based or independently-sourced market
parameters, such as interest rates and currency rates.
The Company’s foreign currency derivative assets or liabilities relate to foreign exchange
option or forward contracts involving major currencies such as Euro and USD. Since its derivative
assets or liabilities are not traded on an exchange, the Company values them using valuation
models. Interest rate yield curves and foreign exchange rates are the significant inputs into these
valuation models. These inputs are observable in active markets over the terms of the instruments
the Company holds, and accordingly, it classifies these valuation techniques as Level 2 in the
hierarchy. The Company considers the effect of its own credit standing and that of its
counterparties in valuations of its derivative financial instruments.
As of December 31, 2008 and June 30, 2009, the fair value measurement of the Company’s foreign
currency derivative assets or liabilities that are measured at fair value on a recurring basis in
periods subsequent to their initial recognition is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting |
|
|
|
Date Using |
|
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
Total Fair |
|
|
in Active |
|
|
Significant |
|
|
|
|
|
|
Value and |
|
|
Markets for |
|
|
Other |
|
|
Significant |
|
|
|
Carrying |
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
Value on the |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
As of June 30, 2009 |
|
Balance Sheet |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange option contracts |
|
$ |
169 |
|
|
$ |
— |
|
|
$ |
169 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
169 |
|
|
$ |
— |
|
|
$ |
169 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-9
7. FAIR VALUE MEASUREMENT — continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting |
|
|
|
Date Using |
|
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
Total Fair |
|
|
in Active |
|
|
Significant |
|
|
|
|
|
|
Value and |
|
|
Markets for |
|
|
Other |
|
|
Significant |
|
|
|
Carrying |
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
Value on the |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
As of December 31, 2008 |
|
Balance Sheet |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange option contracts |
|
$ |
6,136 |
|
|
$ |
— |
|
|
$ |
6,136 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts |
|
$ |
838 |
|
|
$ |
— |
|
|
$ |
838 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
6,974 |
|
|
|
— |
|
|
$ |
6,974 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The carrying value of cash and cash equivalents, trade receivables, advances to suppliers,
accounts payable and short-term borrowings approximate their fair values due to the short-term
maturity of these instruments. Long-term bank borrowings approximate their fair value since the
contracts were entered into with floating market interest rates.
The carrying amount of the Company’s outstanding convertible notes as of December 31, 2008 and
June 30, 2009 was $830 and $848, respectively, which approximated fair value. The Company did not
compute the fair value of its $3 million investment as of December 31, 2008 and June 30, 2009 as it
was impracticable to do so without incurring significant cost.
The Company’s primary objective for holding derivative financial instruments is to manage
currency risk. The Company records derivative instruments as assets or liabilities, measured at
fair value. The recognition of gains or losses resulting from changes in fair values of those
derivative instruments is based on the use of each derivative instrument and whether it qualifies
for hedge accounting.
The Company entered into certain foreign currency derivative contracts to protect against
volatility of future cash flows caused by the changes in foreign exchange rates. The foreign
currency derivative contracts do not qualify for hedge accounting and, as a result, the changes in
fair value of the foreign currency derivative contracts are recognized in the statement of
operations. The Company recorded gain on foreign currency derivative contracts as $nil and $10,316
for the six-month periods ended June 30, 2008 and 2009, respectively.
The effect of fair values of derivative instruments on the unaudited condensed consolidated
balance sheets as of December 31, 2008 and June 30, 2009 and the effect of derivative instruments
on the unaudited condensed consolidated statements of operations for the six-month period ended
June 30, 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not |
|
Fair Values of Asset Derivatives |
|
designated as |
|
At June 30, 2009 |
|
|
|
|
hedging instruments |
|
|
|
|
|
|
|
|
At December 31, 2008 |
|
under Statement 133 |
|
Balance Sheet Location |
|
|
Fair Value |
|
|
Balance Sheet Location |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange
option contracts |
|
|
|
|
|
|
— |
|
|
Foreign currency derivative assets |
|
$ |
6,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange
forward contracts |
|
|
|
|
|
|
— |
|
|
Foreign currency derivative assets |
|
|
838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives |
|
|
|
|
|
|
— |
|
|
|
|
|
|
$ |
6,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-10
7. FAIR VALUE MEASUREMENT — continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not |
|
|
|
designated as |
|
Fair Values of Liability Derivatives |
|
hedging instruments |
|
At June 30, 2009 |
|
|
At December 31, 2008 |
|
under Statement 133 |
|
Balance Sheet Location |
|
|
Fair Value |
|
|
Balance Sheet Location |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange option contracts |
|
Foreign currency derivative liabilities |
|
$ |
169 |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives |
|
|
|
|
|
$ |
169 |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of gain recognized in |
|
|
|
|
|
|
|
income on derivatives |
|
|
|
|
|
|
|
Six-month Period Ended June 30, |
|
Derivative not designated as hedging |
|
Location of gain recognized |
|
|
2009 |
|
instruments under Statement 133 |
|
in income on derivatives |
|
|
$ |
|
Foreign exchange option contracts |
|
Gain on foreign currency derivatives |
|
$ |
5,069 |
|
Foreign exchange forward contracts |
|
Gain on foreign currency derivatives |
|
|
5,247 |
|
Total derivatives |
|
|
|
|
|
$ |
10,316 |
|
|
|
|
|
|
|
|
|
8. BANK BORROWING
In the six-month period ended June 30, 2009, CSI Cells Co., Ltd., CSI Central Solar Power Co.,
Ltd. and. Changshu CSI Advanced Solar Inc. entered into several bank note discounting agreements
with local Chinese commercial banks for working capital purposes. The total additional bank note
financing amounted to $97,786 with maturities within six months. These bank note financings bore an
average interest rate of 1.68% per annum and were secured by equivalent amounts of restricted cash
deposits.
In the six-month period ended June 30, 2009, CSI Cells Co., Ltd , CSI Central Solar Power Co.,
Ltd. and CSI Solar Manufacture Inc. entered into several loan agreements with local Chinese
commercial banks for working capital purposes. The total additional bank loans amounted to $89,282
million with maturities within one year. These short-term bank loans bore interest rates ranging
from 1.11% to 5.35% per annum and were guaranteed by Canadian Solar Inc. and other subsidiaries
within the Company.
On June 25, 2009, CSI Solar Power Inc. entered into a loan agreement with a local Chinese
commercial bank for the expansion of solar module production capacity. The total credit facility
under this agreement was $14,630, which was fully utilized as of June 30, 2009, and requires
repayment of $1,462 in 2010, $4,390 in 2011, $4,390 in 2012, $2,926 in 2013 and $1,462 in 2014.
Interest is due quarterly in arrears. The borrowing was guaranteed by CSI Cells Co., Ltd. and bore
a floating interest rate calculated as 95% of the interest rate published by People’s Bank of China
for borrowings with the same maturities and does not contain any financial covenants or
restrictions.
F-11
9. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share for the
periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Six-month Periods Ended |
|
|
|
June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
Net income-basic |
|
|
30,648 |
|
|
|
12,887 |
|
Plus: Interest on convertible notes |
|
|
45 |
|
|
|
— |
|
|
|
|
|
|
|
|
Net income-diluted |
|
|
30,693 |
|
|
|
12,887 |
|
|
|
|
|
|
|
|
Shares used in computation-basic |
|
|
27,738,862 |
|
|
|
35,692,919 |
|
|
|
|
|
|
|
|
|
Plus: options |
|
|
1,421,209 |
|
|
|
109,923 |
|
convertible notes |
|
|
50,607 |
|
|
|
— |
|
|
|
|
|
|
|
|
Shares used in computation-diluted |
|
|
29,210,678 |
|
|
|
35,802,842 |
|
|
|
|
|
|
|
|
Earnings per share-basic |
|
$ |
1.10 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
Earnings per share-diluted |
|
$ |
1.05 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
The computation of diluted earnings per share excludes 50,607 common shares issuable upon the
assumed conversion of the convertible debt for the six-month period ended June 30, 2009, as well as
43,382 and 1,480,824 common shares issuable upon the assumed exercise of share options for the
six-month periods ended June 30, 2008 and 2009 respectively, as their effect would have been
anti-dilutive.
10. RELATED PARTY BALANCES AND TRANSACTIONS
Related party balances:
The amount due to related party as of December 31, 2008 and June 30, 2009 is a government
award payable to Mr. Shawn Qu, CEO, director and stockholder of the Company, who has beneficial
interest in the Company.
Related party transactions:
The Company borrowed $30,000 in June 2008 from Mr. Shawn Qu, CEO, director and stockholder of
the Company, with an interest rate of 7%. The borrowing was used for working capital purposes and
was repaid in December 2008.
During the six-month periods ended June 30, 2008 and 2009, the Company paid loan interest to
Mr. Shawn Qu in the amount of $128 and $nil, respectively.
11. COMMITMENTS AND CONTINGENCIES
In order to secure future silicon materials, solar wafers and solar cell supply, the Company
entered into several long-term supply agreements with overseas and domestic suppliers in the past
several years. Under such agreements, the suppliers agreed to provide the Company with specified
quantities of silicon materials, solar wafers and solar cells, and the Company has made prepayments
to these suppliers in accordance with the supply contracts. The prices of some supply contracts
were pre-determined and others were subject to adjustment to reflect the prevailing market level
when transactions occur.
The following is a schedule, by year, of future minimum obligation under all supply agreements
as of June 30, 2009:
|
|
|
|
|
Second Half of Year 2009 |
|
$ |
123,896 |
|
Year 2010 |
|
|
474,220 |
|
Year 2011 |
|
|
631,457 |
|
Year 2012 |
|
|
639,446 |
|
Year 2013 |
|
|
599,059 |
|
Thereafter |
|
|
1,113,411 |
|
|
|
|
|
Total |
|
$ |
3,581,489 |
|
F-12
12. SEGMENT INFORMATION
The Company primarily operates in a single reportable business segment that includes the
design, development and manufacture of solar power products.
The following table summarizes the Company’s net revenues generated from different geographic
locations:
|
|
|
|
|
|
|
|
|
|
|
Six-month periods ended |
|
|
|
June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
Europe |
|
|
355,924 |
|
|
|
102,937 |
|
Asia |
|
|
15,522 |
|
|
|
41,883 |
|
America |
|
|
12,374 |
|
|
|
18,821 |
|
|
|
|
|
|
|
|
Total net revenues |
|
|
383,820 |
|
|
|
163,641 |
|
|
|
|
|
|
|
|
Substantially all of the Company’s long-lived assets are located in the PRC.
13. SHARE OPTIONS
On May 30, 2006, the Board of Directors approved the adoption of a share incentive plan to
provide additional incentives to employees, directors or external consultants. The maximum
aggregate number of shares which may be issued pursuant to all awards (including options) is
2,330,000 shares, plus for awards other than incentive option shares, an annual increase to be
added on the first business day of each calendar year beginning in 2007 equal to the lesser of one
percent (1%) of the number of common shares outstanding as of such date, or a lesser number of
common shares determined by the Board of Directors or a committee designated by the Board. The
share incentive plan will expire on, and no awards may be granted after, March 15, 2016. Under the
terms of the share incentive plan, options are generally granted with an exercise price equal to
the fair market value of the Company’s ordinary shares and expire ten years from the date of grant.
Options to Employees
As of June 30, 2009, there was $7,077 in total unrecognized compensation expense related to
share-based compensation awards, which is expected to be recognized over a weighted-average period
of 2.77 years. During the six-month periods ended June 30, 2008 and 2009, $2,121, and $2,953 was
recognized as compensation expense, respectively. There is no income tax benefit recognized in the
income statement for the share-based compensation arrangements in the six-month periods ended June
30, 2008, and 2009.
For all stock options granted for the six-month periods ended June 30, 2008 and 2009, the
Company used the Binomial option-pricing model to estimate the fair value of each stock option
grant. The use of a valuation model requires the Company to make certain assumptions with respect
to selected model inputs.
The following assumptions were used to estimate the stock options granted in the six-month
periods ended June 30, 2008 and 2009:
|
|
|
|
|
|
|
|
|
|
|
Six-month Periods Ended June 30, |
|
|
|
2009 |
|
|
2008 |
|
Risk free rate |
|
|
5.40%~5.67 |
% |
|
|
5.14%~5.92 |
% |
Contractual life of the option |
|
|
10 years |
|
|
|
10 years |
|
Volatility ratio |
|
|
81 |
% |
|
|
78%~79 |
% |
Dividend yield |
|
|
— |
|
|
|
— |
|
Annual exit rate |
|
|
3.56 |
% |
|
|
8.00 |
% |
Suboptimal exercise factor |
|
|
6.20 |
|
|
|
3.27 |
|
F-13
13. SHARE OPTIONS — continued
A summary of the option activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
|
|
|
|
Number of |
|
|
Exercise |
|
|
Contract |
|
|
Aggregate |
|
|
|
Options |
|
|
Price |
|
|
Term |
|
|
Intrinsic Value |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
Options outstanding at January 1, 2009 |
|
|
1,368,873 |
|
|
|
10.33 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
685,500 |
|
|
|
5.75 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(36,730 |
) |
|
|
2.66 |
|
|
|
|
|
|
|
|
|
Cancelled or Forfeited |
|
|
(51,263 |
) |
|
|
13.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at June 30, 2009 |
|
|
1,966,380 |
|
|
|
8.80 |
|
|
8.4 years |
|
|
11,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested or expected to vest at
June 30, 2009 |
|
|
1,866,545 |
|
|
|
8.89 |
|
|
8.3 years |
|
|
10,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at June 30, 2009 |
|
|
839,467 |
|
|
|
11.19 |
|
|
7.7 years |
|
|
4,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average grant-date fair value of options granted in the six-month periods ended
June 30, 2008 and 2009 was $22.64, and $4.61, respectively. The total intrinsic value of options
exercised during the six-month periods ended June 30, 2008 and 2009 was $12,243 and $358,
respectively.
Options and Restricted shares to Non-employees
On June 30, 2006, the Company granted 116,500 restricted shares to certain consultants for
services to be rendered in the two-year period from the date of grant. These shares vested on the
anniversary date of June 30, 2007 and 2008 on the straight-line basis. On April 13, 2007, the
Company granted 11,650 share options to its external consultants in exchange for its consulting
services. The options had an exercise price of $15 and vested immediately. The Company recorded
compensation expenses of $1,521 and $nil during the six-month periods ended June 30, 2008 and 2009
over the vesting period, with the final computation of fair value measured on the vesting date of
these non-employee awards.
Restricted shares to Employees
The Company granted 333,190 and 116,500, restricted shares to employees in May 2006 and July
2006, respectively. The restricted shares were granted at nominal value and generally vest over
periods from one to four years based on the specific terms of the grants. The difference between
the exercise price of the options and the fair market value of the Company’s ordinary share at the
date of grant resulted in total compensation cost of approximately $7,108 that will be recognized
ratably over the vesting period. During the six-month periods ended June 30, 2008 and 2009, $893
and $204 were amortized as compensation expenses, respectively.
As of June 30, 2009, there was $443 of total unrecognized share-based compensation related to
unvested restricted share awards. That cost is expected to be recognized over an estimated weighted
average amortization period of 1.08 years.
A summary of the status of the Company’s unvested restricted shares granted to both employee
and non-employee is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Number of |
|
Grant-Date |
|
|
Shares |
|
Fair Value |
|
|
|
|
|
|
$ |
Unvested at January 1, 2009 |
|
|
58,250 |
|
|
|
14.12 |
|
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
Cancelled or Forfeited |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Unvested at June 30, 2009 |
|
|
58,250 |
|
|
|
14.12 |
|
|
|
|
|
|
|
|
|
|
The total fair value of restricted shares vested during the six-month periods ended June 30,
2008 and 2009 was $5,572 and $nil respectively.
F-14
14. SUBSEQUENT EVENTS
Subsequent to June 30, 2009, the following events occurred:
|
a) |
|
On July 7, 2009, the Company registered a 100% owned subsidiary, CSI Solar Power
(China) Inc. (“CSI China”), in Suzhou, China with an initial registered capital of
$30,000. The Company plans to transfer all of its direct investments in its Chinese
subsidiaries into CSI China so that it becomes the Company’s China investment holding and
module sales company. It is currently in planning stage. |
|
|
b) |
|
During the period from July 1, 2009 to September 30, 2009, the Company executed
several agreements with Chinese commercial banks for working capital loans totaling $183.9
million with maturities ranging from two months to one year and bearing interest from
1.06% to 5.31% per annum. |
The Company has evaluated subsequent events, through October 13, 2009.
F-15