EX-99.1 2 a13-21312_1ex99d1.htm EX-99.1

Exhibit 99.1

 

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Unaudited Consolidated Balance Sheets as of December 31, 2012 and June 30, 2013

F-2

 

 

Unaudited Consolidated Income Statements for the six months ended June 30, 2012 and 2013

F-4

 

 

Unaudited Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2012 and 2013

F-5

 

 

Unaudited Consolidated Statements of Changes in Equity for the six months ended June 30, 2012 and 2013

F-6

 

 

Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2013

F-7

 

 

Notes to the Unaudited Consolidated Financial Statements

F-9

 

F-1



 

RENESOLA LTD

 

UNAUDITED CONSOLIDATED BALANCE SHEETS

(Amounts expressed in USD thousands)

 

 

 

As of December 31,

 

As of June 30,

 

 

 

2012

 

2013

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

93,283

 

$

80,306

 

Restricted cash

 

174,828

 

325,517

 

Accounts receivable, net of allowances for doubtful accounts of $1,822 and $4,411, as of December 31, 2012 and June 30,2013, respectively

 

216,835

 

272,112

 

Inventories

 

254,880

 

343,279

 

Advances to suppliers—current

 

23,614

 

15,126

 

Amounts due from related parties

 

10,804

 

4,984

 

Value added tax recoverable

 

34,962

 

39,516

 

Income tax recoverable

 

2,753

 

6,585

 

Prepaid expenses and other current assets

 

32,799

 

25,584

 

Project assets

 

25,802

 

49,527

 

Deferred convertible notes issuance costs—current

 

784

 

784

 

Derivative assets

 

660

 

1,933

 

Deferred tax assets—current, net

 

1,773

 

2,535

 

 

 

 

 

 

 

Total current assets

 

873,777

 

1,167,788

 

 

 

 

 

 

 

Property, plant and equipment, net

 

1,102,562

 

1,148,872

 

Prepaid land use right ,net

 

49,937

 

45,800

 

Deferred tax assets—non-current, net

 

13,530

 

22,086

 

Deferred convertible notes issuance costs—non-current

 

1,726

 

1,334

 

Advances for purchases of property, plant and equipment

 

8,317

 

7,075

 

Advances to suppliers—non-current

 

5,928

 

5,928

 

Other long-lived assets

 

2,546

 

2,757

 

 

 

 

 

 

 

Total assets

 

$

2,058,323

 

$

2,401,640

 

 

See notes to unaudited consolidated financial statements.

 

F-2



 

RENESOLA LTD

 

UNAUDITED CONSOLIDATED BALANCE SHEETS—(Continued)

(Amounts expressed in USD thousands)

 

 

 

As of December31,
2012

 

As of June 30,
2013

 

LIABILITIES AND SHAREHOLERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings

 

$

733,618

 

$

763,607

 

Accounts payable

 

483,025

 

718,491

 

Advances from customers—current

 

40,384

 

80,399

 

Amounts due to related parties

 

18,826

 

16,133

 

Other current liabilities

 

162,849

 

177,770

 

Income tax payable

 

2,552

 

2,552

 

Derivative liabilities

 

975

 

 

 

 

 

 

 

 

Total current liabilities

 

1,442,229

 

1,758,952

 

 

 

 

 

 

 

Convertible notes payable—non-current

 

111,616

 

111,616

 

Long-term borrowings

 

56,580

 

146,271

 

Advances from customers—non-current

 

32,271

 

10,436

 

Warranty

 

10,317

 

15,412

 

Deferred subsidies and other

 

29,894

 

37,802

 

Other long-term liabilities

 

11,014

 

7,406

 

 

 

 

 

 

 

Total liabilities

 

1,693,921

 

2,087,895

 

 

 

 

 

 

 

Commitments and contingencies (see Note 13)

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common shares (no par value; 500,000,000 shares authorized at December 31, 2012 and June 30, 2013; 173,346,064 shares issued and 172,773,664 shares outstanding at December 31, 2012; 173,346,064 shares issued and 173,116,664 shares outstanding at June 30, 2013)

 

421,461

 

422,207

 

Additional paid-in capital

 

5,250

 

5,104

 

Retained earnings (Accumulated loss)

 

(137,656

)

(197,721

)

Accumulated other comprehensive income

 

74,835

 

83,691

 

 

 

 

 

 

 

Total equity attributable to ReneSola Ltd

 

363,890

 

313,281

 

Noncontrolling interest

 

512

 

464

 

Total equity

 

364,402

 

313,745

 

 

 

 

 

 

 

Total liabilities and equity

 

$

2,058,323

 

$

2,401,640

 

 

See notes to unaudited consolidated financial statements

 

F-3



 

RENESOLA LTD

 

UNAUDITED CONSOLIDATED INCOME STATEMENTS

(Amounts expressed in USD thousands, except number of shares and per share data)

 

 

 

For the six months ended June 30,

 

 

 

2012

 

2013

 

Net revenues

 

$

444,523

 

$

661,527

 

Product sales

 

443,856

 

661,527

 

Product sales-related party

 

22,802

 

2,663

 

Processing services

 

667

 

 

Total net revenues

 

$

444,523

 

$

661,527

 

Cost of revenues

 

453,274

 

639,692

 

Product sales

 

452,547

 

639,692

 

Product sales-related party

 

21,201

 

2,845

 

Processing services

 

727

 

 

Total cost of revenues

 

453,274

 

639,692

 

 

 

 

 

 

 

Gross (loss) profit

 

(8,751

)

21,835

 

 

 

 

 

 

 

Operating expenses (income):

 

 

 

 

 

Sales and marketing

 

12,808

 

30,019

 

General and administrative

 

23,822

 

26,401

 

Research and development

 

25,403

 

20,989

 

Other operating expense (income)

 

1,375

 

(5,577

)

Impairment of long-lived assets

 

291

 

 

 

 

 

 

 

 

Total operating expenses

 

63,699

 

71,832

 

Loss from operations

 

(72,450

)

(49,997

)

 

 

 

 

 

 

Non-operating expenses (income):

 

 

 

 

 

Interest income

 

(4,070

)

(3,496

)

Interest expense

 

24,858

 

27,093

 

Foreign exchange losses (gains)

 

3,722

 

4,089

 

Losses (gains) on derivatives, net

 

633

 

(5,027

)

 

 

 

 

 

 

Total non-operating expenses

 

25,143

 

22,659

 

Loss before income tax, noncontrolling interests

 

(97,593

)

(72,656

)

Income tax benefit

 

22,570

 

12,579

 

 

 

 

 

 

 

Net loss

 

(75,023

)

(60,077

)

Less: net loss attributed to noncontrolling interests

 

(27

)

(12

)

 

 

 

 

 

 

Net loss attributed to ReneSola Ltd

 

$

(74,996

)

$

(60,065

)

 

 

 

 

 

 

Loss per share

 

 

 

 

 

Basic

 

$

(0.43

)

$

(0.35

)

Diluted

 

$

(0.43

)

$

(0.35

)

 

 

 

 

 

 

Weighted average number of shares used in computing loss per share

 

 

 

 

 

Basic

 

172,613,664

 

172,825,384

 

Diluted

 

172,613,664

 

172,825,384

 

 

See notes to unaudited consolidated financial statements

 

F-4



 

RENESOLA LTD

 

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts expressed in USD thousands)

 

 

 

For the six months ended June 30,

 

 

 

2012

 

2013

 

Net loss

 

(75,023

)

(60,077

)

Other comprehensive income:

 

 

 

 

 

Foreign currency translation adjustment

 

(5,936

)

8,856

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

(5,936

)

8,856

 

 

 

 

 

 

 

Comprehensive loss

 

(80,959

)

(51,221

)

Less: comprehensive loss attributable to non-controlling interest

 

(27

)

(12

)

 

 

 

 

 

 

Comprehensive loss attributable to ReneSola Ltd

 

(80,932

)

(51,209

)

 

See notes to unaudited consolidated financial statements

 

F-5



 

RENESOLA LTD

 

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts expressed in USD thousands, except number of shares)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained

 

Accumulated

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

earnings

 

other

 

attributable

 

Non

 

 

 

 

 

Common shares

 

 

 

paid-in

 

(accumulated

 

comprehensive

 

to ReneSola

 

controlling

 

Total Equity

 

 

 

Shares

 

Amount

 

Treasury stock

 

capital

 

deficit)

 

income

 

Ltd

 

interest

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2012

 

172,613,664

 

$

422,314

 

$

(1,944

)

$

4,111

 

$

104,859

 

$

71,646

 

$

600,986

 

$

155

 

$

601,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

(74,996

)

 

(74,996

)

(27

)

(75,023

)

Other comprehensive income (loss) , net of tax

 

 

 

 

 

 

 

 

 

 

 

(5,936

)

(5,936

)

 

(5,936

)

Share-based compensation

 

 

 

 

555

 

 

 

555

 

 

555

 

Cancellation of ADSs

 

 

(1,944

)

1,944

 

 

 

 

 

 

 

Capital contribution from noncontrolling interest

 

 

 

 

 

 

 

 

224

 

224

 

Balance at June 30, 2012

 

172,613,664

 

$

420,370

 

$

 

$

4,666

 

$

29,863

 

$

65,710

 

$

520,609

 

$

352

 

$

520,961

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2013

 

172,773,664

 

$

421,461

 

 

$

5,250

 

$

(137,656

)

$

74,835

 

$

363,890

 

$

512

 

$

364,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

(60,065

)

 

(60,065

)

(12

)

(60,077

)

Other comprehensive income (loss) , net of tax

 

 

 

 

 

 

 

 

 

 

8,856

 

8,856

 

 

8,856

 

Share-based compensation

 

 

 

 

335

 

 

 

335

 

 

335

 

Share exercised by employee

 

343,000

 

746

 

 

(481

)

 

 

265

 

 

265

 

Repurchase from noncontrolling interest

 

 

 

 

 

 

 

 

(36

)

(36

)

Balance at June  30, 2013

 

173,116,664

 

$

422,207

 

$

 

$

5,104

 

$

(197,721

)

$

83,691

 

$

313,281

 

$

464

 

$

313,745

 

 

See notes to unaudited consolidated financial statement

 

F-6



 

RENESOLA LTD

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts expressed in USD thousands)

 

 

 

Six months ended June 30,

 

 

 

2012

 

2013

 

Operating activities:

 

 

 

 

 

Net loss

 

$

(75,023

)

$

(60,077

)

Adjustment to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

Inventory write-down

 

27,688

 

680

 

Depreciation and amortization

 

45,606

 

52,218

 

Amortization of deferred convertible bond issuances costs and premium

 

392

 

392

 

Allowance of doubtful receivables and advance to suppliers

 

(216

)

2,844

 

(Gains) losses on derivatives

 

669

 

(5,027

)

Share-based compensation

 

555

 

335

 

Loss on disposal of long-lived assets

 

451

 

160

 

Impairment of long-lived assets

 

291

 

 

Gain on disposal of land use right

 

(55

)

(4,694

)

Reversal of provision for firm purchase commitment

 

(2,441

)

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(102,889

)

(63,053

)

Inventories

 

(85,112

)

(86,881

)

Project assets

 

(18,772

)

(24,779

)

Advances to suppliers

 

(5,630

)

8,697

 

Amounts due from related parties

 

9,358

 

2,913

 

Value added tax recoverable

 

(2,524

)

(3,977

)

Prepaid expenses and other current assets

 

2,825

 

9,806

 

Prepaid land use right

 

80

 

 

Proceeds from disposal of land use right

 

 

8,201

 

Accounts payable

 

168,207

 

226,648

 

Advances from customers

 

(16,089

)

17,397

 

Income tax payables

 

3,972

 

(3,763

)

Other current liabilities

 

1,104

 

2,606

 

Other long-term liabilities

 

(434

)

(3,676

)

Accrued warranty cost

 

(5,741

)

4,899

 

Deferred tax assets

 

(21,476

)

(9,709

)

Provision for litigation

 

1,781

 

(2,430

)

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

(73,423

)

69,730

 

 

See notes to unaudited consolidated financial statement

 

F-7



 

RENESOLA LTD

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

(Amounts expressed in USD thousands)

 

 

 

Six months ended June 30,

 

 

 

2012

 

2013

 

Investing activities:

 

 

 

 

 

Purchases of property, plant and equipment

 

(44,104

)

(28,611

)

Advances for purchases of property, plant and equipment

 

(40,407

)

(30,427

)

Cash received from government subsidy

 

634

 

7,984

 

Proceeds from disposal of property, plant and equipment

 

83

 

 

Changes in restricted cash

 

(22,264

)

(146,848

)

Net cash received on settlement of derivatives

 

1,126

 

2,782

 

Purchases of other long-lived assets

 

(276

)

 

 

 

 

 

 

 

Net cash used in investing activities

 

(105,208

)

(195,120

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Proceeds from bank borrowings

 

570,851

 

798,196

 

Repayment of bank borrowings

 

(457,993

)

(686,976

)

Proceeds from exercise of stock options

 

 

274

 

Contribution(repurchase) from noncontrolling interests

 

224

 

(36

)

 

 

 

 

 

 

Net cash provided by financing activities

 

113,082

 

111,458

 

 

 

 

 

 

 

Effect of exchange rate changes

 

739

 

955

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(64,810

)

(12,977

)

Cash and cash equivalents, beginning of year

 

379,039

 

93,283

 

 

 

 

 

 

 

Cash and cash equivalents, end of year

 

$

314,229

 

$

80,306

 

 

 

 

 

 

 

Supplemental schedule of non-cash transactions

 

 

 

 

 

Payables for purchase of property, plant and equipment

 

$

6,014

 

$

10,126

 

Banknotes, included in accounts receivable, used to purchase equipment

 

$

21,205

 

$

6,986

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

Interest paid, net of interest capitalized

 

$

25,543

 

$

28, 418

 

Income tax (return) paid

 

$

(458

)

36

 

 

See notes to unaudited consolidated financial statements

 

F-8



 

RENESOLA LTD

(Amounts expressed in USD thousands, except share, per share data or stated otherwise)

 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND NATURE OF OPERATIONS

 

ReneSola Ltd was incorporated in the British Virgin Island on March 17, 2006. ReneSola Ltd and its subsidiaries (collectively the “Company”) are engaged in the manufacture and sale of solar power products including virgin poly silicon, mono crystalline and multi crystalline solar wafers and photovoltaic (PV) cells and modules. On January 29, 2008, the Company became listed on the New York Stock Exchange (NYSE) in the United States.

 

The following table lists all newly established subsidiaries of the Company for the six months ended June 30, 2013:

 

Lucas Est Korea Co., Ltd
(“
Lucas Korea”)

 

N/A

 

March 12, 2013

 

Korea

 

100

%

Ecosfer Energy Korea Co., Ltd
(“Ecosfer
Korea”)

 

N/A

 

March 12, 2013

 

Korea

 

100

%

Renesola UK Limited
(“
ReneSola UK”)

 

N/A

 

April 11, 2013

 

UK

 

100

%

Renesola Shanghai Ltd
(“
ReneSola Shanghai”)

 

N/A

 

May 30, 2013

 

PRC

 

100

%

Renesola Zagreb d.o.o za usluge
(“
Renesola Zagreb”)

 

N/A

 

May 31, 2013

 

Croatia

 

100

%

 

F-9



 

RENESOLA LTD

(Amounts expressed in USD thousands, except share, per share data or stated otherwise)

 

2. BASIS OF PRESENTATION

 

The Company is responsible for the unaudited consolidated financial statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position as of June 30, 2013 and operating results for the six months ended June 30, 2013. 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 US 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 for the fiscal year ended December 31, 2012.

 

The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

 

As of June 30, 2013, the Company’s current liabilities exceed current assets by $591,164. For six months ended June 30, 2013, the Company incurred an operating loss of $49,997. While the Company had cash and cash equivalents of $80,306, it had short-term bank borrowings of $670,897 all due within one year and the current portion of long-term debt amounting to $92,710, which is not expected to be renewed.

 

However, the Company regards the going concern assumption as appropriate considering the following plans and actions:

 

·                  The Company has performed a review of its cash flow forecast ending December 31, 2013. The Company believes that its operating cash flow will improve in 2013 and that its operating cash flow will be positive. In addition, for six months ended June 30, 2013, the Company experienced positive operating cash flow of $69,730.

 

·                  The Company closed the offering of approximately $70 million in American Depositary Shares (“ADSs”), each representing two shares of the Company, at a price of $4.67 per ADS on September 17, 2013.

 

·                  While there can be no assurance that the Company will be able to refinance its short-term bank borrowings as they become due, historically, the Company has renewed or rolled over all of its short-term bank loans upon the maturity date of the loans and has assumed it will continue to be able to do so. Subsequent to June 30, 2013, the Company has renewed short-term bank borrowings of $190,111. As of September 30, 2013, the Company has unused lines of credit of $499,117, of which $430,718 is related to trade financing. Based on the Company’s historical experience, trade facilities funding request will be approved in the normal course provided that the Company submits the required supporting documentation and the amount is within the credit limit granted.

 

Based on the above factors, management believes that adequate sources of liquidity will exist to fund the Company’s working capital and capital expenditures requirements, and to meet its short term debt obligations, other liabilities and commitments as they become due.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Actual amounts could differ from those estimates.

 

3. ALLOWANCES FOR DOUBTFUL RECEIVABLES

 

Allowances for doubtful receivables are comprised of allowances for accounts receivable and allowances for other receivables. The Company establishes an allowance for doubtful accounts primarily based on factors surrounding the credit risk of specific customers.

 

Analysis of allowances for accounts receivable is as follows:

 

 

 

At December 
31, 
2012

 

At June 30,
2013

 

Beginning of the year

 

$

1,090

 

$

1,822

 

Allowances made during the year/period

 

852

 

2,734

 

Write off

 

(143

)

 

Foreign exchange effect

 

23

 

(145

)

Closing balance

 

$

1,822

 

$

4,411

 

 

F-10



 

RENESOLA LTD

(Amounts expressed in USD thousands, except share, per share data or stated otherwise)

 

Analysis of allowances for other receivables is as follows:

 

 

 

At December 
31, 
2012

 

At June 30,
2013

 

Beginning of the year

 

$

8,739

 

$

8, 696

 

Allowances made during the year/period

 

4

 

203

 

Write off

 

(48

)

 

Foreign exchange effect

 

1

 

2

 

Closing balance

 

$

8,696

 

$

8,901

 

 

Analysis of allowances for advances for purchases of property, plant and equipment is as follows:

 

 

 

At December 
31, 
2012

 

At June 30,
2013

 

Beginning of the year

 

$

1,268

 

$

1,276

 

Reversal made during the year/period

 

(5

)

(7

)

Foreign exchange effect

 

13

 

19

 

Closing balance

 

$

1,276

 

$

1,288

 

 

Analysis of allowances for advances to suppliers is as follows:

 

 

 

At December 
31, 
2012

 

At June 30,
2013

 

Beginning of the year

 

$

4,406

 

$

4,425

 

Allowances(reversal) made during the year/period

 

2

 

(18

)

Foreign exchange effect

 

17

 

26

 

Closing balance

 

$

4,425

 

$

4,433

 

 

4. INVENTORIES

 

 

 

At December 31,
2012

 

At June 30,
2013

 

Raw materials

 

$

43,542

 

$

59,342

 

Work-in-process

 

43,241

 

40,422

 

Finished goods

 

168,097

 

243,515

 

Total inventories

 

$

254,880

 

$

343,279

 

 

For the six months ended June 30, 2012 and 2013, inventory was written down by $27,688, and $680, respectively, to reflect the lower of cost or market.

 

F-11



 

RENESOLA LTD

(Amounts expressed in USD thousands, except share, per share data or stated otherwise)

 

5. FAIR VALUE MEASUREMENTS

 

The Company adopted ASC 820, “Fair Value Measurements and Disclosures”, which provides a framework for measuring fair value under U.S. GAAP, and expanded disclosure requirements about assets and liabilities measured at fair value. The Company utilizes a hierarchy for inputs used in measuring fair value that gives the highest priority to observable inputs and the lowest priority to unobservable inputs as follows:

 

·                  Level 1—Observable unadjusted quoted prices in active markets for identical assets or liabilities.

·                  Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, for which all significant inputs are observable, either directly or indirectly.

·                  Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

 

Assets and liabilities carried at fair value as of June 30, 2013 are classified in the categories described above based on the lowest level input that is significant to the fair value measurement in its entirety.

 

Recurring basis

 

The following table displays assets and liabilities measured on the Company’s consolidated balance sheet at fair value on a recurring basis subsequent to initial recognition:

 

 

 

As of June 30, 2013

 

 

 

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

 

 

 

Balance Sheet

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Cross currency forward exchange contracts -recorded as derivative assets

 

1,933

 

 

1,933

 

 

Cross currency forward exchange contracts -recorded as derivative liabilities

 

 

 

 

 

 

 

$

1,933

 

$

 

$

1,933

 

$

 

 

 

 

As of December 31, 2012

 

 

 

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

 

 

 

Balance Sheet

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Cross currency forward exchange contracts -recorded as derivative assets

 

660

 

 

660

 

 

Cross currency forward exchange contracts -recorded as derivative liabilities

 

(975

)

 

(975

)

 

 

 

$

(315

)

$

 

$

(315

)

$

 

 

Derivatives—The Company’s use of derivatives primarily consists of foreign currency forward contracts. As quoted prices in active markets for identical assets are not available, the Company uses quotes obtained from professional pricing sources. The Company performs internal validation procedures on quotes from pricing sources using valuation techniques commonly used in the industry, and also considers the credit ratings of respective counterparties in determining the impact of risk of defaults on the valuation of derivative assets. These fair value measurements are classified as level 2.

 

Cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accounts due to and from related parties, and short-term borrowings are carried at cost on the consolidated balance sheets and the carrying amount approximates their fair value because of the short-term nature of these financial instruments.

 

The carrying amount of the Company’s outstanding convertible notes as of December 31, 2012 and June 30, 2013 was $111.6 million and $111.6 million, respectively. The estimated fair value of those debts was $59.2 million and $60.3 million, as of December 31, 2012 and June 30, 2013, respectively. The fair value was measured based on observable market quotes and is therefore considered a level 1 fair value measurement.

 

F-12



 

RENESOLA LTD

(Amounts expressed in USD thousands, except share, per share data or stated otherwise)

 

The Company’s long-term bank borrowing consists of floating rate loans that are reset annually. The carrying amount of long-term borrowings (including the current portions) was $193.6 million and $239.0 million as of December 31, 2012 and June 30, 2013, respectively. The estimated fair value of long-term borrowings (including the current portions) was $184 million and $240.3 million as of December 31, 2012 and June 30, 2013, respectively. The fair value is measured using discounted cash flow technique based on current rates for comparable loans on the respective valuation date and it therefore considered a level 2 input.

 

6. INCOME TAXES

 

The effective tax rate is based on expected income (loss), statutory tax rates and incentives available in the various jurisdictions in which the Company operates. For interim financial reporting, the Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision (benefit) in accordance with the ASC No. 740-270, “Income tax — Interim reporting”. As the year progresses, the Company refines the estimates of the year’s taxable income as new information becomes available. This continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision (benefit) during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate.

 

The Company considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with tax attributes expiring unused and tax planning alternatives. Valuation allowances have been established for deferred tax assets based on a more-likely-than-not threshold. The Company’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carryforward periods provided for in the tax law.

 

The income tax benefits for the six months ended June 30, 2012 and 2013 were $22.6 million and $12.6 million respectively. The Company’s effective tax rates for the six months ended June 30, 2012 and 2013 were 23.1% and 17.3% , respectively.

 

F-13



 

RENESOLA LTD

(Amounts expressed in USD thousands, except share, per share data or stated otherwise)

 

7. BORROWINGS

 

The Company’s bank borrowings consist of the following:

 

 

 

As of December 
31, 
2012

 

As of June 30, 
2013

 

Short-term

 

$

596,556

 

$

670,897

 

Long-term, current portion

 

137,062

 

92,710

 

Subtotal

 

733,618

 

763,607

 

Long-term

 

56,580

 

146,271

 

 

 

$

790,198

 

$

909,878

 

 

As of December 31, 2012 and June 30,  2013, the maximum bank credit facilities granted to the Company were $1,207,002 and $1,447,472, respectively, of which, $707,200 and $872,656 were drawn down, $499,802 and $574,816 were available as of December 31, 2012 and June 30 2013, respectively.  The available lines of credit as of June 30, 2013 are subject to annual review and renewal by the financial intuitions.

 

As of December 31, 2012, short-term borrowings of $77,332 and long-term borrowings of $56,580 were secured by property, plant and equipment with carrying amounts of $246,161, prepaid land use right of $20,018 and accounts receivable of $4,314.

 

As of June 30, 2013, short-term borrowings of $162,304 and long-term borrowings of $107,537 were secured by property, plant and equipment with carrying amounts of $527,601, and accounts receivable of $272,800.

 

In addition, $59,389 and $43,993 of  long-term borrowings, including current portion were guaranteed by personal assets of Mr. Xianshou Li, the Company’s chief executive officer, and his family as of December 31, 2012 and June 30, 2013, respectively.

 

a) Short-term

 

Interest rates for all short-term borrowings are variable for certain short-term borrowings, and are updated monthly. The weighted average interest rate of short term loans was 6.63% and 5.13% in the years ended December 31, 2012, and six months ended June 30, 2013, respectively. The borrowings are repayable within one year.

 

b) Long-term

 

Interest rates are variable for certain portions of the long-term borrowings, and are updated every three months, once a year or according to a predetermined schedule. The weighted average interest rate of long-term borrowings was 6.92%  and 7.53% in the year ended December 31, 2012,  and six months ended  June 30, 2013, respectively.

 

As of June 30, 2013, Sichuan ReneSola, ReneSola Jiangsu and ReneSola Zhejiang and Zhengjiang Ruixu were in compliance with all debt covenants. Future principal repayment on the long-term bank loans are as follows:

 

2013 

 

$

85,134

 

2014

 

27,501

 

2015

 

11,243

 

2016 and after

 

115,103

 

 

 

$

238,981

 

 

c) Interest expense

 

Interest expense incurred for the six months ended June 30, 2012 and 2013 was $26,936 and  $27,414, respectively, of which $2,078, and $321 has been capitalized in the carrying value of property, plant and equipment.

 

8. OTHER CURRENT LIABILITIES

 

The Company’s other current liabilities are summarized below:

 

 

 

At December 31,
2012

 

At June 30,
2013

 

Payable for purchase of property, plant and equipment

 

$

129,594

 

$

123,617

 

Other payables

 

33,255

 

54,153

 

 

 

$

162, 849

 

$

177,770

 

 

F-14



 

RENESOLA LTD

(Amounts expressed in USD thousands, except share, per share data or stated otherwise)

 

9. SHARE BASED COMPENSATION

 

There was no change in the share incentive plan or modification in the six months ended June 30, 2013. A summary of the option activity is as follows:

 

 

 

Number of
Options

 

Weighted
Average
Exercise Prices

 

Weighted
Average
Remaining
Contractual Life

 

Aggregate
Intrinsic
Value

 

Options

 

 

 

 

 

 

 

 

 

Outstanding on January 1, 2013

 

7,856,600

 

0.74

 

2.51

 

13

 

Modification on August 8, 2012

 

 

0.74

 

 

 

Granted

 

800,000

 

0.87

 

4.69

 

 

Exercise

 

(343,123

)

0.74

 

0.59

 

557

 

Forfeited

 

(915,000

)

0.74

 

 

 

Outstanding on June 30, 2013

 

7,398,600

 

0.75

 

2.29

 

2,349

 

Vested or expected to vest at June 30, 2013

 

7,011,002

 

0.75

 

2.27

 

2,217

 

Exercisable at June 30, 2013

 

3,449,600

 

0.74

 

1.05

 

1,156

 

 

10. EARNINGS PER SHARE

 

Basic and diluted earnings per share have been calculated as follows:

 

 

 

For the Six Months Ended June 30,

 

 

 

2012

 

2013

 

Net loss attributed to holder of ordinary shares

 

$

(74,996

)

$

(60,065

)

Net loss adjusted for dilutive securities

 

(74,996

)

(60,065

)

Weighted-average number of common shares outstanding—basic and diluted

 

172,613,664

 

172,825,384

 

Basic loss per share

 

$

(0.43

)

$

(0.35

)

Diluted loss per share

 

$

(0.43

)

$

(0.35

)

 

Diluted earnings per share excludes 21,175,141 and 21,785,034 common shares issuable upon the assumed conversion of the convertible debt, share options and restricted shares for six months ended June 30, 2012 and 2013, respectively, as their effect would have been anti-dilutive.

 

F-15



 

RENESOLA LTD

(Amounts expressed in USD thousands, except share, per share data or stated otherwise)

 

11. COMMITMENTS AND CONTINGENCIES

 

a) Product warranties

 

The Company offers warranties on its products and records an estimate of the associated liabilities. Product warranty activity during the years ended December 31, 2012 and for the six months ended June 30, 2013 was as follows:

 

 

 

At December
31,
2012

 

At June 
30, 
2013

 

 

 

$

 

$

 

Beginning balance

 

12,836

 

10,317

 

Warranty provision

 

5,345

 

4,899

 

Changes in estimate

 

(7,788

)

 

Reduction for warranty cost incurred

 

(174

)

 

Foreign exchange effect

 

98

 

196

 

Ending balance

 

10,317

 

15,412

 

 

b) Legal matters

 

The Company is a party to legal matters and claims in the normal course of its operations. While the Company believes that the ultimate outcome of these matters will not have a material adverse effect on our financial position, results of operations or cash flows, the outcome of these matters is not determinable with certainty and negative outcomes may adversely affect the Company.

 

In June 2011, CEP Ltd., or CEP, one of our module customers, sued us in the High Court in Hong Kong for damages of €917,280 for breach of a sales contract. We denied CEP’s assertion and defended that the termination of the sales contract was due to CEP’s material breach of the sales contract by failure to provide a letter of credit in accordance with the sales contract. A pre-trial has been set for October 2013, to be followed by a five-day trial expected to occur in December 2013. Based on the information available to us, a negative outcome is not probable and the amount of loss, if any, is not reasonably estimable and as such no amount was accrued as of December 31, 2011. There was no subsequent development related to this case as of June 30, 2013.

 

In December 2012, the Company received an unfavorable verdict from the Nanjing Supreme People’s Court in Nanjing, Jiangsu Province in its litigation with one of our module customers, Nanjing Zhongdian New Energy Ltd, for material breach of the sales contract. As a result of this ruling, the Company recorded charges to other operating expense and a litigation of $1,941,310 in the year ended December 31, 2012.  In February 2013, the Company paid the charges in full.

 

12. SEGMENT REPORTING

 

The Company operates in two principal reportable business segments, Wafer, Cell and module. The Wafer segment involves the manufacture and sales of monocrystalline and multicrystalline solar wafers and processing services. The Cell and module segment involves manufacture and sale of PV cells and modules. Ancillary revenues and expenses, generated from one solar power plant and other unallocated costs and expenses are recorded in other, beginning from 2012. The transactions between reportable segments relate to supplier contracts for the sales of wafers and module.  These transactions are executed based on the stated contract prices, with similar terms and conditions as sales to third parties.

 

The chief operating decision maker is the chief executive officer of the Company.

 

The Company only reports the segment information of net sales and gross profit, to conform to the information the chief operating decision maker receives to assess the financial performance and allocate resources. There are no differences between the measurements of the Company’s reportable segment’s gross profit and the Company’s consolidated gross profit, as the Company uses the same profit measurement for all of the reportable segments and the consolidated entity. Furthermore, the Company’s chief operating decision maker is not provided with asset information by segment.  As such, no asset information by segment is presented.

 

The following table summarizes the Company’s revenues generated from each segment:

 

 

 

For the Six Months Ended June 30, 2012

 

 

 

Wafer

 

Cell and module

 

Other

 

Elimination

 

Total

 

Net sales

 

$

360,760

 

$

196,721

 

$

2,362

 

$

(115,320

)

$

444,523

 

- External sales

 

$

266,400

 

$

175,761

 

$

2,362

 

 

$

444,523

 

- Intersegment sales

 

$

94,360

 

$

20,960

 

 

$

(115,320

)

 

Gross (loss) profit

 

$

(27,587

)

$

16,915

 

$

1,131

 

$

790

 

$

(8,751

)

 

F-16



 

RENESOLA LTD

(Amounts expressed in USD thousands, except share, per share data or stated otherwise)

 

 

 

For the Six Months Ended June 30, 2013

 

 

 

Wafer

 

Cell and module

 

Other

 

Elimination

 

Total

 

Net sales

 

$

502,973

 

$

523,123

 

$

4,842

 

$

(369,411

)

$

661,527

 

- External sales

 

$

230,788

 

$

425,897

 

$

4,842

 

 

$

444,523

 

- Intersegment sales

 

$

272,185

 

$

97,226

 

 

$

(369,411

)

 

Gross (loss) profit

 

$

11,395

 

$

16,168

 

$

1,221

 

$

(6,949

)

$

21,835

 

 

The following table summarizes the Company’s revenues generated from each product:

 

 

 

For the Six Months Ended

 

 

 

June 30, 2012

 

June 30, 2013

 

Solar wafers

 

231,205

 

171,250

 

Service revenue from tolling arrangement

 

667

 

 

Solar modules

 

192, 014

 

472,087

 

Power

 

2,362

 

3,230

 

Solar cells

 

600

 

231

 

Other materials

 

17,675

 

14,729

 

Total

 

444,523

 

661,527

 

 

13. SUBSEQUENT EVENTS

 

On August 2, 2013, Renesola Singapore Pte Ltd. (“Renesola SG”) and SunEdison Singapore (formerly known as MEMC Singapore Pte Ltd. (“MEMC”) ) reached a settlement agreement under which the Company is entitled to retain the remainder of the previously refundable deposit paid in connection with a wafer supply agreement totaling $34.8 million. As there are no further obligations in connection with this deposit, it was recognized as other income in the third quarter of 2013.

 

The Company closed the offering of 15,000,000 ADSs, at a price of $4.67 per ADS, for an aggregate proceeds of approximately $70 million, on September 16, 2013. Investors also received 35% warrant coverage in the offering. The warrants have an initial exercise price of $6.04 per ADS (aggregate of 5,250,000 ADSs), or $3.02 per share. The exercise price is subject to adjustment under several circumstances and also to anti-dilution adjustments. The warrants are separately transferable, may be exercised in whole or in part and will expire four years from the date of issuance.

 

Subsequent to June 30, 2013, the Company obtained new financings totaling $190.1 million, which are short-term borrowings, to meet its working capital needs. As of September 30, 2013, the Company had unused lines of credit of $499,117, of which $430,718 was related to trade financing.

 

The Company recognized $202.8 million in non-cash impairment charge, including $194.7 million associated with the long-lived assets of the Phase I Sichuan polysilicon factory, in the third quarter of 2013. The impairment charge was recognized as the amount by which the carrying amount exceeds the fair value of the idled assets. In October 2012, the Company began a process of upgrading the Phase I factory and integrating the operations with those of Phase II in an effort to realize production efficiencies and reduce the cost to produce polysilicon utilizing the Phase I production lines.  From July to September 2013, the Company conducted trial productions of the integrated production lines of Phase I and Phase II.   At the end of September 2013, the Company concluded that its efforts to sufficiently reduce the cost of production, compared to the prevailing market price of polysilicon, were not successful. After conducting a further internal assessment the Company determined that it was no longer feasible to operate the Phase I facility without a loss and to recognize the impairment charge in its wafer segment accordingly.  Production at the Phase I facility was permanently discontinued in October 2013. The fair value of the idled assets used to determine the impairment charge was then determined with the assistance of an independent professional third party appraiser, which process was completed in November 2013.

 

F-17