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Note 5. Acquisitions
12 Months Ended
Dec. 31, 2012
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
5. Acquisitions

2011 Acquisition

Ray Tracker

On January 4, 2011, we acquired 100% of the ownership interest of Ray Tracker, Inc., a tracking technology and PV BoS business in an all-cash transaction, which was not material to our consolidated balance sheets and results of operations. We have included the financial results of Ray Tracker in our consolidated financial statements from the date of acquisition.

2010 Acquisition

NextLight Renewable Power

On July 12, 2010, we completed the acquisition of NextLight Renewable Power, LLC (“NextLight”), a leading developer of utility-scale solar projects in the southwestern United States. This transaction expanded our pipeline of solar power projects in the southwestern United States and supports our expansion in the U.S. utility-scale power market. We have integrated NextLight into our systems business.

Purchase Price Consideration

The total consideration for this acquisition was $296.7 million in an all-cash transaction.

Purchase Price Allocation

We accounted for this acquisition using the acquisition method in accordance with ASC 805, Business Combinations. Accordingly, we allocated the purchase price of the acquired assets and liabilities based on their estimated fair values at the acquisition date (July 12, 2010) as summarized in the following table (in thousands):
Tangible assets acquired
 
$
2,513

Project assets
 
147,370

Deferred tax assets
 
84

Goodwill
 
146,773

Total purchase consideration
 
$
296,740



The fair value of net tangible assets acquired on July 12, 2010 consisted of the following (in thousands):
Cash
 
$
244

Prepaid expenses and other current assets
 
346

Property, plant and equipment
 
996

Land
 
3,380

Total tangible assets acquired
 
4,966

Accounts payable and other liabilities
 
(2,453
)
   Total liabilities assumed
 
(2,453
)
        Net tangible assets acquired
 
$
2,513



Acquisition Related Costs

Acquisition related costs recognized in the year ended December 31, 2010 included transaction costs, which we have classified in selling, general and administrative expense in our consolidated statements of operations. During the fiscal year ended December 31, 2010, transaction costs such as legal, accounting, valuation, and other professional services were $1.9 million.

Pro Forma Information (Unaudited)

NextLight had been engaged in the development of solar power projects but had not reached the point of sale for any of the projects as of the acquisition date. The pre-tax loss of NextLight for the period from January 1 to July 12, 2010 and for the 12 months ended December 31, 2009 was $9.1 million and $13.4 million, respectively. Therefore, had the acquisition of NextLight occurred on December 27, 2009 (the first day of our fiscal year 2010), our reported net sales would not have changed and our reported net income would not have materially changed from the amounts previously reported.