Attached files
file | filename |
---|---|
EX-99.1 - SUNEDISON, INC. | v209727_ex99-1.htm |
EX-99.2 - SUNEDISON, INC. | v209727_ex99-2.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): February 1,
2011
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
February 1, 2011, MEMC Electronic Materials, Inc. (the “Company” or “MEMC”)
issued a press release reporting results of operations for the fourth quarter
and full year ended December 31, 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 fourth quarter and full year ended December 31, 2010 that
will be presented by the Company on its earnings call on February 1,
2011.
With the
Company’s press release for the fourth quarter and full year 2010 results, MEMC
makes reference to certain non-GAAP financial measures including non-GAAP net
sales, non-GAAP earnings per share, non-GAAP operating income, non-GAAP net
income, and non-GAAP free cash flow. In addition, the press release
makes reference to 2011 guidance for non-GAAP sales and non-GAAP earnings 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 in the Company’s Solar Energy
(SunEdison) segment 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. The non-GAAP measures also include
adjustments to non-GAAP 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 the
ultimate income and near-term cash flows generated by the SunEdison
business. 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.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
|
Item
|
99.1
|
Press
release dated February 1, 2011 furnished with this
Report.
|
99.2
|
Slide
presentation furnished with this
Report.
|
SIGNATURES
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.
|
MEMC
ELECTRONIC MATERIALS, INC.
|
||
Date:
February 1, 2011
|
By:
|
/s/
Bradley D. Kohn
|
|
Name:
Bradley D. Kohn
Title:
Senior Vice President, General Counsel and Corporate
Secretary
|
Exhibit
Index
Number
|
Item
|
99.1
|
Press
release dated February 1, 2011 furnished with this
Report.
|
99.2
|
Slide
presentation furnished with this
Report.
|