Attached files
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EX-99.2 - SUNEDISON, INC. | v200574_ex99-2.htm |
EX-99.1 - SUNEDISON, INC. | v200574_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): November 1,
2010
MEMC
Electronic Materials, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or other jurisdiction of
Incorporation)
|
1-13828
(Commission
File Number)
|
56-1505767
(I.R.S.
Employer
Identification
Number)
|
501
Pearl Drive (City of O'Fallon)
St.
Peters, Missouri
(Address
of principal executive offices)
|
63376
(Zip
Code)
|
(636)
474-5000
(Registrant's
telephone number, including area code)
|
||
Not
Applicable
(Former
name or former address, if changed since last report)
|
||
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provision (see
General Instruction A.2 below):
|
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
2.02. Results of Operations and Financial
Condition.
On
November 1, 2010, MEMC Electronic Materials, Inc. (the “Company” or “MEMC”)
issued a press release reporting results of operations for the quarter ended
September 30, 2010. A copy of the press release is furnished with this Form 8-K
as Exhibit 99.1. Also furnished as Exhibit 99.2 to this Form 8-K is a
slide presentation regarding the Company’s results of operations for the quarter
ended September 30, 2010 that will be presented by the Company on its earnings
call on November 1, 2010.
With the
Company’s press release for the third quarter 2010, MEMC makes reference to
certain non-GAAP financial measures including non-GAAP net sales,non-GAAP
operating income, non-GAAP net income, and non-GAAP fully diluted income per
share. The press release contains a reconciliation of each non-GAAP
measure to the directly comparable GAAP measure.
These
non-GAAP measures include adjustments to revenue from the Company’s Solar Energy
(SunEdison) segment for which under GAAP accounting, revenue and/or profits must
be deferred. Some of this revenue is from direct sales of solar
energy systems where we have received upfront partial payments and absent real
estate accounting requirements, we would have recognized revenues under the
percentage of completion accounting method. To the extent applicable
in the future, non-GAAP revenues may also include revenue and/or profit deferred
related to SunEdison’s maximum exposure for power warranties, system uptime
guarantees and breach of contract provisions offered to the direct sale
customers for these systems that are considered continuing involvement by
SunEdison in the sold solar energy systems. This revenue is not
recognized as of the reporting date under GAAP real estate accounting rules
because the solar energy systems are considered integral to the real estate on
which they were built. Absent real estate accounting requirements,
deferred revenues related to continuing involvement would be recognized under
GAAP during the reporting period because SunEdison has historically experienced
minimal losses related to these guarantees. For these direct sales,
the sales contracts have been executed and SunEdison has either received payment
in full or maintains a valid and legal note receivable for the full sales price
that SunEdison expects to collect within a short period after completion of the
project. The non-GAAP measures also include revenue related to
SunEdison sale/leaseback transactions. This includes cash received
for the legal sale of the solar energy system to the purchaser that will not be
recognized under GAAP. Non-GAAP operating income includes the upfront
cash margin in an amount equal to the difference between (a) the cash received
as of the reporting date from SunEdison’s financing partners in sale-leaseback
transactions considered financings and (b) SunEdison’s total costs to construct
the solar energy systems sold under the sale-leaseback
transactions. These sale-leaseback transactions are classified as
financing transactions under GAAP because the system is considered integral to
the land or building on which it resides and because SunEdison has continuing
involvement with the system through a purchase option. This system
development margin will be recognized under GAAP upon termination of the related
lease because the present value of the lease payments are less than the amount
recorded as debt.
The
Company believes that these non-GAAP measures represent important internal
measures of performance for the SunEdison business, and better reflect
SunEdison’s income and near term cash flows. Accordingly, where these
measures are provided, it is done so that investors have the same financial data
that management uses to evaluate the operational and financial performance of
the SunEdison business unit. MEMC management uses these measures to manage the
SunEdison business because it believes these measures are more representative of
the operational health and performance of that business. These
non-GAAP measures should not be considered as a substitute for, and should only
be read in conjunction with, measures of financial performance prepared in
accordance with GAAP and the reconciliation of each non-GAAP measure to the
directly comparable GAAP measure set forth in the press release.
-2-
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Item
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99.1
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Press
release dated November 1, 2010 furnished with this
Report.
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99.2
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Slide
presentation furnished with this
Report.
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-3-
SIGNATURES
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Pursuant
to the requirements of the Securities Exchange Act of 1934 the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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MEMC
ELECTRONIC MATERIALS, INC.
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||
Date:
November 1, 2010
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By:
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/s/ Timothy C. Oliver
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Name:
Timothy C. Oliver
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|||
Title:
Senior Vice President and Chief Financial
Officer
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-4-
Exhibit
Index
Number
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Item
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99.1
|
Press
release dated November 1, 2010 furnished with this
Report.
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99.2
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Slide
presentation furnished with this
Report.
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-5-