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BUSINESS COMBINATION
12 Months Ended
Dec. 31, 2017
BUSINESS COMBINATION  
BUSINESS COMBINATION

 

3. BUSINESS COMBINATION

Acquisition of Recurrent

        On March 30, 2015, the Company acquired 100% of the equity interests in Recurrent Energy, LLC ("Recurrent"), a limited liability company organized and existing under the laws of the State of Delaware. Through its subsidiaries, Recurrent engages in developing, building, operating and sales of utility scale and commercial solar systems. Subsequent to the acquisition, Recurrent has become a wholly owned subsidiary of the Company and operates and develops its major solar project pipeline in the United States.

        The purchase price of Recurrent was allocated to identifiable assets acquired and liabilities assumed on their estimated fair values at the date of acquisition. The excess of the purchase price over fair value of net assets acquired was allocated to goodwill.

        The Company acquired Recurrent for a total cash consideration of approximately $261.4 million. The fair values assigned are based on reasonable methods applicable to the nature of the assets acquired and liabilities assumed. The following table summarized the estimated fair values of assets acquired and liabilities assumed at the date of acquisition.

                                                                                                                                                                                    

 

 

In Millions of
U.S. Dollars

 

Recognized identifiable assets acquired and liabilities assumed

 

 

 

 

Cash

 

 

108.4

 

Restricted cash

 

 

38.2

 

Project assets

 

 

233.5

 

Solar power systems, net

 

 

46.8

 

Other assets

 

 

40.2

 

Less: Long term borrowings and notes payable

 

 

165.2

 

            Other liabilities

 

 

51.4

 

​  

​  

Total identifiable net assets

 

 

250.5

 

​  

​  

​  

​  

Goodwill

 

 

10.9

 

​  

​  

​  

​  

        The goodwill is allocated to each project under Recurrent with respect to their fair value. None of the goodwill recognized from the acquisition of Recurrent is expected to be deductible for income tax purposes. Goodwill recognized from this acquisition reflects the current value of the expected future income resulting from synergies of the Company's combined operations. For the year ended December 31, 2016 and 2017, nil and $1,369 million goodwill have been included in the cost of revenues with the sales of the related project assets, respectively.

        Revenue of the Company for the year ended December 31, 2015 included $266.9 million generated from Recurrent since acquisition day, and net income of the Company for the year ended December 31, 2015 included $3.5 million net income from Recurrent since acquisition, respectively.

        No bank fees, legal costs and accounting costs associated with the acquisition have been expensed and recorded within general and administrative expense in the consolidated statement of operations for the year ended December 31, 2016 and 2017.

Acquisition of SSM

        On September 28, 2015, the Company acquired 100% of the equity interests in SSM1 Solar ULC, SSM2 Solar ULC, and SSM3 Solar ULC (together as "SSM"). Subsequent to the acquisition, SSM have become wholly owned subsidiaries of the Company and operates and develops its solar project pipeline in Canada.

        The Company acquired SSM for a total cash consideration of approximately $59.0 million. The following table summarized the fair value of assets acquired and liabilities assumed at the acquisition date:

                                                                                                                                                                                    

 

 

In Millions of
U.S. Dollars

 

Recognized identifiable assets acquired and liabilities assumed

 

 

 

 

Cash

 

 

8.1

 

Solar power systems. 

 

 

141.9

 

Intangible assets

 

 

72.0

 

Other assets

 

 

11.7

 

Less: Short-term borrowings

 

 

7.4

 

          Long-term borrowings

 

 

134.6

 

          Other liabilities

 

 

32.7

 

​  

​  

Total identifiable net assets

 

 

59.0

 

​  

​  

​  

​  

        No bank fees, legal costs and accounting costs associated with the acquisition have been expensed and recorded within general and administrative expense in the consolidated statement of operations for the year ended December 31, 2016 and 2017. On February 1st, 2017, the Company completed the sale of SSM to Fengate SSM Holdco LP for approximately $200.2 million.

Acquisition of Gaochuangte

        On December 17, 2009, CSI Cells Co., Ltd. ("SZCC") established a joint venture, Suzhou Gaochuangte New Energy Co., Ltd. ("Gaochuangte"). SZCC held 40% equity interests and accounted for the investment using equity method. On June 30, 2017, SZCC paid RMB 220.6 million ($33,761) to acquire additional 40% equity interest of Gaochuangte and Gaochuangte becomes the Company's 80% owned subsidiary. The following table summarized the fair value of assets acquired and liabilities assumed at the acquisition date:

                                                                                                                                                                                    

 

 

In Millions of
U.S. Dollars

 

Recognized identifiable assets acquired and liabilities assumed

 

 

 

 

Cash

 

 

21.2

 

Accounts receivable. 

 

 

20.0

 

Fixed assets

 

 

2.0

 

Other assets

 

 

25.8

 

Less: Accounts payable

 

 

13.1

 

          Other liabilities

 

 

3.9

 

​  

​  

Total identifiable net assets

 

 

52.0

 

​  

​  

Less: Non-controlling interests

 

 

10.9

 

Less: Net assets belongs to CSI before acquisition

 

 

7.3

 

​  

​  

 

 

 

33.8

 

​  

​  

​  

​  

Pro forma results of acquisitions (unaudited)

        The following pro forma condensed consolidated financial results of operations are presented as if the acquisitions described above had been completed at the beginning of the comparable annual reporting period. Specifically, the pro forma results give effect as though the acquisition of Gaochuangte were consummated on January 1, 2016.

                                                                                                                                                                                    

 

 

For the year end
December 31

 

 

 

2016

 

2017

 

(In thousands of U.S. Dollars, expect per share data)

 

 

 

 

 

 

 

Pro forma revenues

 

 

2,873,713

 

 

3,419,421

 

Pro forma net income attributable to CSI

 

 

65,994

 

 

100,007

 

Diluted earnings per share attributable to CSI

 

 

1.14

 

 

1.70

 

        The pro forma condensed consolidated financial information has been prepared for comparative purposes only. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combinations occurred at the beginning of each period presented or of future results of the consolidated entities.